FILED PURSUANT TO RULE 424(b)(2)

REGISTRATION FILE NO.: 333-206705-02

PROSPECTUS

$697,358,000 (Approximate) 

COMM 2016-DC2 Mortgage Trust 

(Central Index Key Number 0001663244) 

Issuing Entity

Deutsche Mortgage & Asset Receiving Corporation 

(Central Index Key Number 0001013454) 

Depositor

German American Capital Corporation 

(Central Index Key Number 0001541294) 

KeyBank National Association 

(Central Index Key Number 0001089877) 

Jefferies LoanCore LLC 

(Central Index Key Number 0001555524) 

Sponsors and Mortgage Loan Sellers

COMM 2016-DC2 Mortgage Trust

Commercial Mortgage Pass-Through Certificates, Series 2016-DC2

Deutsche Mortgage & Asset Receiving Corporation is offering certain classes of the COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2 identified in the table below. The offered certificates (and the non-offered certificates identified under “Summary of Certificates”) will represent the ownership interests in the issuing entity, COMM 2016-DC2 Mortgage Trust, a New York common law trust. The assets of the issuing entity will primarily consist of a pool of fixed rate commercial mortgage loans, which are generally the sole source of payments on the certificates. Credit enhancement will be provided solely by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described in “Description of the Certificates—Subordination; Allocation of Realized Losses”. Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the 4th business day following the 6th day of each month (or if the 6th day is not a business day, the immediately following business day), commencing in April 2016. The rated final distribution date for the certificates is February 2049.

Class	Initial Class Certificate Balance or Notional Amount(1)			Approximate Initial Pass-Through Rate	Pass-Through Rate Description	Assumed Final Distribution Date(3)
Class A-1	$	35,639,000		1.820%	Fixed(5)	January 2021
Class A-2	$	4,483,000		2.301%	Fixed(5)	January 2021
Class A-3	$	15,740,000		3.169%	Fixed(5)	December 2022
Class A-SB	$	60,282,000		3.550%	Fixed(5)	July 2025
Class A-4	$	200,000,000		3.497%	Fixed(5)	December 2025
Class A-5	$	248,192,000		3.765%	Fixed(5)	January 2026
Class X-A	$	614,723,000	(6)	1.240%	Variable(7)	February 2026
Class A-M	$	50,387,000		4.243%	Fixed(5)	February 2026
Class B	$	40,310,000		4.798%	WAC(5)	February 2026
Class C	$	42,325,000		4.798%	WAC(5)	February 2026

(Footnotes to table begin on page 3)

You should carefully consider the risk factors beginning on page 47 of this prospectus. Neither the certificates nor the mortgage loans are insured or guaranteed by any governmental agency, instrumentality or private issuer or any other person or entity. The certificates will represent interests in the issuing entity only. They will not represent interests in or obligations of the sponsors, depositor, any of their affiliates or any other entity. The United States Securities and Exchange Commission and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined in this prospectus). The underwriters, Deutsche Bank Securities Inc., KeyBanc Capital Markets Inc., Jefferies LLC and Academy Securities, Inc., will purchase the offered certificates from Deutsche Mortgage & Asset Receiving Corporation and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc. is acting as lead manager and sole bookrunner with respect to 100.0% of each class of the offered certificates. KeyBanc Capital Markets Inc., Jefferies LLC and Academy Securities, Inc. are acting as co-managers. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about March 16, 2016. Deutsche Mortgage & Asset Receiving Corporation expects to receive from this offering approximately 107.40712637907% of the aggregate certificate balance of the offered certificates plus accrued interest from March 1, 2016, before deducting expenses payable to the depositor.  

	Deutsche Bank Securities
	Lead Manager and Sole Bookrunner
KeyBanc Capital Markets	Academy Securities	Jefferies
	Co-Managers
	March 4, 2016

 

Summary of Certificates

Class	Initial Class Certificate Balance or Notional Amount(1)			Approx. Initial Credit Support(2)	Pass-Through Rate Description	Assumed Final Distribution Date(3)	Approx. Initial Pass-Through Rate	Weighted Average Life (Yrs.)(4)	Principal Window(4)
Offered Certificates
Class A-1	$	35,639,000		30.000%	Fixed(5)	January 2021	1.820%	2.81	1-58
Class A-2	$	4,483,000		30.000%	Fixed(5)	January 2021	2.301%	4.82	58-58
Class A-3	$	15,740,000		30.000%	Fixed(5)	December 2022	3.169%	6.73	81-81
Class A-SB	$	60,282,000		30.000%	Fixed(5)	July 2025	3.550%	7.21	58-112
Class A-4	$	200,000,000		30.000%	Fixed(5)	December 2025	3.497%	9.64	111-117
Class A-5	$	248,192,000		30.000%	Fixed(5)	January 2026	3.765%	9.75	117-118
Class X-A	$	614,723,000	(6)	N/A	Variable(7)	February 2026	1.240%	N/A	N/A
Class A-M	$	50,387,000		23.750%	Fixed(5)	February 2026	4.243%	9.86	118-119
Class B	$	40,310,000		18.750%	WAC(5)	February 2026	4.798%	9.90	119-119
Class C	$	42,325,000		13.500%	WAC(5)	February 2026	4.798%	9.90	119-119
Non-Offered Certificates(8)
Class X-B	$	82,635,000	(6)	N/A	Variable(7)	February 2026	0.000%	N/A	N/A
Class X-C	$	42,326,000	(6)	N/A	Variable(7)	February 2026	0.750%	N/A	N/A
Class X-D	$	23,178,000	(6)	N/A	Variable(7)	February 2026	2.048%	N/A	N/A
Class X-E	$	14,108,000	(6)	N/A	Variable(7)	February 2026	2.048%	N/A	N/A
Class X-F	$	29,225,159	(6)	N/A	Variable(7)	February 2026	2.048%	N/A	N/A
Class D	$	42,326,000		8.250%	WAC – 0.750%(5)	February 2026	4.048%	9.90	119-119
Class E	$	13,100,000		6.625%	Fixed(5)	February 2026	2.750%	9.90	119-119
Class F	$	10,078,000		5.375%	Fixed(5)	February 2026	2.750%	9.90	119-119
Class G	$	14,108,000		3.625%	Fixed(5)	February 2026	2.750%	9.90	119-119
Class H	$	29,225,159		0.000%	Fixed(5)	February 2026	2.750%	9.90	119-119
Class V(9)		N/A		N/A	N/A	N/A	N/A	N/A	N/A
Class R(9)		N/A		N/A	N/A	N/A	N/A	N/A	N/A

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

⁽²⁾ The approximate initial credit support percentages set forth for the certificates are approximate and, for the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, are represented in the aggregate.

⁽³⁾ The assumed final distribution dates set forth in this prospectus have been determined on the basis of the assumptions described in “Description of the Certificates—Assumed Final Distribution Date; Rated Final Distribution Date”.

⁽⁴⁾ The weighted average life and principal window during which distributions of principal would be received as set forth in the foregoing table with respect to each class of certificates having a principal balance are based on the assumptions set forth in “Yield and Maturity Considerations—Weighted Average Life” and on the assumptions that there are no prepayments, modifications or losses in respect of the mortgage loans and that there are no extensions or forbearances of maturity dates or anticipated repayment dates of the mortgage loans.

⁽⁵⁾ The pass-through rate for each of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class E, Class F, Class G and Class H certificates will be fixed at the initial pass-through rate for such class set forth in the table above. The pass-through rate for each of the Class B and Class C certificates will be a per annum rate equal to the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which such distribution date occurs. The pass-through rate for the Class D certificates will be a per annum rate equal to the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which such distribution date occurs, minus 0.750%, but no less than 0.000%. See “Description of the Certificates—Distributions—Pass-Through Rates”.

⁽⁶⁾ The notional amount of the Class X-A certificates will be equal to the aggregate certificate balance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5 and Class A-M certificates. The notional amount of the Class X-B certificates will be equal to the aggregate certificate balance of the Class B and Class C certificates. The notional amount of the Class X-C certificates will be equal to the certificate balance of the Class D certificates. The notional amount of the Class X-D certificates will be equal to the aggregate certificate balance of the Class E and Class F certificates. The notional amount of the Class X-E certificates will be equal to the certificate balance of the Class G certificates. The notional amount of the Class X-F certificates will be equal to the certificate balance of the Class H certificates. The Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-F certificates will not be entitled to distributions of principal (other than the payment of $100 on the first distribution date in respect of the Class X-B certificates which will be deemed a payment of principal on the principal balance of the Class X-B certificates for federal income tax purposes).

⁽⁷⁾ The pass-through rate for the Class X-A certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5 and Class A-M certificates for that distribution date, weighted on the basis of their respective certificate balances immediately prior to that distribution date. The pass-through rate for the Class X-B certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the weighted average of the pass-through rates of the Class B and Class C certificates for that distribution date, weighted on the basis of their respective certificate balances immediately prior to that distribution date. The pass-through rate for the Class X-C certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the pass-through rate of the Class D certificates for that distribution date. The pass-through rate for the Class X-D certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the weighted average of the pass-through rates of the Class E and Class F certificates for that distribution date, weighted on the basis of their respective certificate balances immediately prior to that distribution date. The pass-through rate for the Class X-E certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the

3

net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the pass-through rate of the Class G certificates for that distribution date. The pass-through rate for the Class X-F certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the pass-through rate of the Class H certificates for that distribution date. See “Description of the Certificates—Distributions—Pass-Through Rates”. 

⁽⁸⁾ The classes of certificates set forth below “Non-Offered Certificates” in the table are not offered by this prospectus. Any information in this prospectus concerning certificates other than the offered certificates is presented solely to enhance your understanding of the offered certificates.

⁽⁹⁾ The Class V certificates will not have a certificate balance, notional amount, pass-through rate, assumed final distribution date or rating. The Class V certificates will represent undivided interests in excess interest accruing on an anticipated repayment date loan, as further described in this prospectus. The Class V certificates will not be entitled to distributions in respect of principal or interest other than excess interest. The Class R certificates will not have a certificate balance, notional amount, pass-through rate, assumed final distribution date or rating. The Class R certificates will represent the residual interests in each Trust REMIC, as further described in this prospectus. The Class R certificates will not be entitled to distributions of principal or interest.

4

Table of Contents

Summary of Certificates	3
Important Notice Regarding the Offered Certificates	10
Important Notice About Information Presented in This Prospectus	11
Summary of Terms	17
Risk Factors	47
The Certificates May Not Be a Suitable Investment for You	47
Combination or “Layering” of Multiple Risks May Significantly Increase Risk of Loss	47
Risks Related to Market Conditions and Other External Factors	47
The Volatile Economy, Credit Crisis and Downturn in the Real Estate Market Have Adversely Affected and May Continue To Adversely Affect the Value of CMBS	47
Other Events May Affect the Value and Liquidity of Your Investment	48
Risks Relating to the Mortgage Loans	48
Mortgage Loans Are Non-Recourse and Are Not Insured or Guaranteed	48
Risks of Commercial and Multifamily Lending Generally	48
Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases	50
Retail Properties Have Special Risks	53
Office Properties Have Special Risks	55
Hospitality Properties Have Special Risks	56
Risks Relating to Affiliation with a Franchise or Hotel Management Company	58
Manufactured Housing Community Properties Have Special Risks	58
Multifamily Properties Have Special Risks	60
Industrial Properties Have Special Risks	62
Self-Storage Properties Have Special Risks	63
Mixed Use Properties Have Special Risks	64
Parking Properties Have Special Risks	64
Condominium Ownership May Limit Use and Improvements	64
Operation of a Mortgaged Property Depends on the Property Manager’s Performance	66
Concentrations Based on Property Type, Geography, Related Borrowers and Other Factors May Disproportionately Increase Losses	66
Adverse Environmental Conditions at or Near Mortgaged Properties May Result in Losses	67
Risks Related to Redevelopment, Expansion and Renovation at Mortgaged Properties	68
Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses	69
Risks Related to Zoning Non-Compliance and Use Restrictions	71

Risks Relating to Inspections of Properties	72
Risks Relating to Costs of Compliance with Applicable Laws and Regulations	72
Insurance May Not Be Available or Adequate	72
Terrorism Insurance May Not Be Available for All Mortgaged Properties	75
Risks Associated with Blanket Insurance Policies or Self-Insurance	76
Limited Information Causes Uncertainty	76
Underwritten Net Cash Flow Could Be Based On Incorrect or Failed Assumptions	77
Frequent and Early Occurrence of Borrower Delinquencies and Defaults May Adversely Affect Your Investment	78
The Mortgage Loans Have Not Been Reviewed or Re-Underwritten by Us	78
Static Pool Data Would Not Be Indicative of the Performance of this Pool	79
Appraisals May Not Reflect Current or Future Market Value of Each Property	79
Seasoned Mortgage Loans Present Additional Risk of Repayment	80
The Performance of a Mortgage Loan and Its Related Mortgaged Property Depends in Part on Who Controls the Borrower and Mortgaged Property	81
The Borrower’s Form of Entity May Cause Special Risks	81
A Bankruptcy Proceeding May Result in Losses and Delays in Realizing on the Mortgage Loans	83
Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions	83
Other Financings or Ability to Incur Other Indebtedness Entails Risk	84
Tenancies-in-Common May Hinder Recovery	86
Risks Relating to Enforceability of Cross-Collateralization	86
Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions	87
Risks Associated with One Action Rules	87
State Law Limitations on Assignments of Leases and Rents May Entail Risks	87
Various Other Laws Could Affect the Exercise of Lender’s Rights	87
Risks of Anticipated Repayment Date Loans	88
Borrower May Be Unable To Repay Remaining Principal Balance on Maturity Date or Anticipated Repayment Date; Longer

5

Amortization Schedules and Interest-Only Provisions May Increase Risk	88
Risks Related to Ground Leases and Other Leasehold Interests	89
Increases in Real Estate Taxes May Reduce Available Funds	91
State and Local Mortgage Recording Taxes May Apply Upon a Foreclosure or Deed in Lieu of Foreclosure and Reduce Net Proceeds	91
Risks Related to Conflicts of Interest	91
Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests	91
The Servicing of Servicing Shift Whole Loans Will Shift to Other Servicers	93
Interests and Incentives of the Underwriter Entities May Not Be Aligned With Your Interests	93
Potential Conflicts of Interest of the Master Servicer and the Special Servicer	95
Potential Conflicts of Interest of the Operating Advisor	96
Potential Conflicts of Interest of the Asset Representations Reviewer	97
Potential Conflicts of Interest of the Directing Certificateholder and the Companion Loan Holders	98
Potential Conflicts of Interest in the Selection of the Underlying Mortgage Loans	99
Conflicts of Interest May Occur as a Result of the Rights of the Applicable Directing Certificateholder To Terminate the Special Servicer of the Applicable Whole Loan	100
Other Potential Conflicts of Interest May Affect Your Investment	101
Other Risks Relating to the Certificates	101
The Certificates Are Limited Obligations	101
The Certificates May Have Limited Liquidity and the Market Value of the Certificates May Decline	101
Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Offered Certificates	102
Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded	104
Your Yield May Be Affected by Defaults, Prepayments and Other Factors	105
Your Lack of Control Over the Issuing Entity and the Mortgage Loans Can Impact Your Investment	109
Risks Relating to Modifications of the Mortgage Loans	113
Sponsors May Not Make Required Repurchases or Substitutions of

Defective Mortgage Loans or Pay Any Loss of Value Payment Sufficient to Cover All Losses on a Defective Mortgage Loan	114
Risks Relating to Interest on Advances and Special Servicing Compensation	114
Bankruptcy of a Servicer May Adversely Affect Collections on the Mortgage Loans and the Ability to Replace the Servicer	114
The Sponsors, the Depositor and the Issuing Entity Are Subject to Bankruptcy or Insolvency Laws That May Affect the Issuing Entity’s Ownership of the Mortgage Loans	115
The Requirement of the Special Servicer to Obtain FIRREA-Compliant Appraisals May Result in an Increased Cost to the Issuing Entity	116
Tax Matters and Changes in Tax Law May Adversely Impact the Mortgage Loans or Your Investment	116
Description of the Mortgage Pool	117
General	117
Certain Calculations and Definitions	117
Definitions	118
Mortgage Pool Characteristics	127
Overview	127
Property Types	127
Mortgage Loan Concentrations	131
Cross-Collateralized Mortgage Loans; Multi-Property Mortgage Loans and Related Borrower Mortgage Loans	132
Geographic Concentrations	133
Mortgaged Properties With Limited Prior Operating History	134
Tenancies-in-Common	134
Condominium Interests	134
Fee & Leasehold Estates; Ground Leases	135
Environmental Considerations	136
Redevelopment, Renovation and Expansion	138
Assessment of Property Value and Condition	140
Litigation and Other Considerations	140
Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings	141
Tenant Issues	143
Tenant Concentrations	143
Lease Expirations and Terminations	143
Purchase Options and Rights of First Refusal	146
Affiliated Leases	147
Insurance Considerations	147
Use Restrictions	148
Appraised Value	149
Non-Recourse Carveout Limitations	150
Real Estate and Other Tax Considerations	151
Delinquency Information	151
Certain Terms of the Mortgage Loans	152
Amortization of Principal	152
Due Dates; Mortgage Rates; Calculations of Interest	152
ARD Loan(s)	152
Prepayment Protections and Certain Involuntary Prepayments	153
“Due-On-Sale” and “Due-On-Encumbrance” Provisions	154

6

Defeasance; Collateral Substitution	155
Partial Releases	155
Escrows	157
Mortgaged Property Accounts	158
Delaware Statutory Trusts	158
Exceptions to Underwriting Guidelines	158
Additional Indebtedness	159
General	159
Whole Loans	159
Mezzanine Indebtedness	159
Other Secured Indebtedness	161
Other Unsecured Indebtedness	162
The Whole Loans	162
General	162
Sun MHC Portfolio Whole Loan	165
Williamsburg Premium Outlets Whole Loan	167
Intercontinental Kansas City Hotel Whole Loan	170
Columbus Park Crossing Whole Loan	172
Promenade Gateway Whole Loan	174
Birch Run Premium Outlets Whole Loan	176
Santa Monica Multifamily Portfolio Whole Loan	180
Additional Information	182
Transaction Parties	182
The Sponsors and Mortgage Loan Sellers	182
German American Capital Corporation	182
KeyBank National Association	192
Jefferies LoanCore LLC	197
The Depositor	205
The Issuing Entity	205
The Trustee	206
The Certificate Administrator	207
The Master Servicer	208
The Special Servicer	212
The Primary Servicer	215
KeyBank National Association	215
Summary of KeyBank Primary Servicing Agreement	217
The Operating Advisor and Asset Representations Reviewer	218
Description of the Certificates	219
General	219
Distributions	221
Method, Timing and Amount	221
Available Funds	222
Priority of Distributions	223
Pass-Through Rates	226
Interest Distribution Amount	228
Principal Distribution Amount	228
Certain Calculations with Respect to Individual Mortgage Loans	230
Excess Interest	231
Application Priority of Mortgage Loan Collections or Whole Loan Collections	231
Allocation of Yield Maintenance Charges and Prepayment Premiums	233
Assumed Final Distribution Date; Rated Final Distribution Date	234
Prepayment Interest Shortfalls	235
Subordination; Allocation of Realized Losses	237
Reports to Certificateholders; Certain Available Information	238
Certificate Administrator Reports	238
Information Available Electronically	243
Voting Rights	247
Delivery, Form, Transfer and Denomination	248
Book-Entry Registration	248

Definitive Certificates	251
Certificateholder Communication	251
Access to Certificateholders’ Names and Addresses	251
Requests to Communicate	251
List of Certificateholders	252
Description of the Mortgage Loan Purchase Agreements	252
General	252
Dispute Resolution Provisions	261
Asset Review Obligations	261
Pooling and Servicing Agreement	261
General	261
Assignment of the Mortgage Loans	262
Servicing Standard	263
Subservicing	264
Advances	265
P&I Advances	265
Servicing Advances	266
Nonrecoverable Advances	267
Recovery of Advances	267
Accounts	269
Withdrawals from the Collection Account	271
Servicing and Other Compensation and Payment of Expenses	273
General	273
Master Servicing Compensation	277
Special Servicing Compensation	278
Disclosable Special Servicer Fees	282
Certificate Administrator and Trustee Compensation	283
Operating Advisor Compensation	283
Asset Representations Reviewer Compensation	284
CREFC® Intellectual Property Royalty License Fee	284
Appraisal Reduction Amounts	285
Maintenance of Insurance	289
Modifications, Waivers and Amendments	292
Mortgage Loans with “Due-on-Sale” and “Due-on-Encumbrance” Provisions	295
Inspections	296
Collection of Operating Information	297
Special Servicing Transfer Event	297
Asset Status Report	299
Realization Upon Mortgage Loans	301
Sale of Defaulted Loans and REO Properties	303
The Directing Certificateholder	306
General	306
Major Decisions	307
Asset Status Report	309
Replacement of Special Servicer	310
Control Termination Event and Consultation Termination Event	310
Servicing Override	312
Rights of Holders of Companion Loans	312
Limitation on Liability of Directing Certificateholder	313
The Operating Advisor	314
General	314
Duties of Operating Advisor While No Control Termination Event Has Occurred and Is Continuing	314
Duties of Operating Advisor While a Control Termination Event Has Occurred and Is Continuing	315
Recommendation of the Replacement of the Special Servicer	317
Eligibility of Operating Advisor	317
Other Obligations of Operating Advisor	318

7

Termination of the Operating Advisor With Cause	319
Rights Upon Operating Advisor Termination Event	319
Termination of the Operating Advisor Without Cause	320
Resignation of the Operating Advisor	320
Operating Advisor Compensation	321
The Asset Representations Reviewer	321
Asset Review	321
Eligibility of Asset Representations Reviewer	325
Other Obligations of Asset Representations Reviewer	326
Delegation of Asset Representations Reviewer’s Duties	327
Assignment of Asset Representations Reviewer’s Rights and Obligations	327
Asset Reviewer Termination Events	327
Rights Upon Asset Reviewer Termination Event	328
Termination of the Asset Representations Reviewer Without Cause	328
Resignation of Asset Representations Reviewer	329
Asset Representations Reviewer Compensation	329
Replacement of Special Servicer Without Cause	329
Termination of Servicer and Special Servicer for Cause	332
Servicer Termination Events	332
Rights Upon Servicer Termination Event	333
Waiver of Servicer Termination Event	335
Resignation of the Master Servicer and Special Servicer	335
Limitation on Liability; Indemnification	336
Enforcement of Mortgage Loan Seller’s Obligations Under the MLPA	338
Dispute Resolution Provisions	339
Certificateholder’s Rights When a Repurchase Request is Initially Delivered By a Certificateholder	339
Repurchase Request Delivered by a Party to the PSA	339
Resolution of a Repurchase Request	339
Mediation and Arbitration Provisions	342
Servicing of the Non-Serviced Mortgage Loans	343
Rating Agency Confirmations	345
Evidence as to Compliance	347
Limitation on Rights of Certificateholders to Institute a Proceeding	348
Termination; Retirement of Certificates	349
Amendment	350
Resignation and Removal of the Trustee and the Certificate Administrator	352
Governing Law; Waiver of Jury Trial; and Consent to Jurisdiction	353
Certain Legal Aspects of Mortgage Loans	353
California	353
Georgia	354
Texas	355
General	355
Types of Mortgage Instruments	356
Leases and Rents	356
Personalty	357
Foreclosure	357
General	357

Foreclosure Procedures Vary from State to State	357
Judicial Foreclosure	357
Equitable and Other Limitations on Enforceability of Certain Provisions	357
Nonjudicial Foreclosure/Power of Sale	358
Public Sale	358
Rights of Redemption	359
Anti-Deficiency Legislation	359
Leasehold Considerations	360
Cooperative Shares	360
Bankruptcy Laws	361
Environmental Considerations	366
General	366
Superlien Laws	366
CERCLA	366
Certain Other Federal and State Laws	367
Additional Considerations	367
Due-on-Sale and Due-on-Encumbrance Provisions	368
Subordinate Financing	368
Default Interest and Limitations on Prepayments	368
Applicability of Usury Laws	368
Americans with Disabilities Act	369
Servicemembers Civil Relief Act	369
Anti-Money Laundering, Economic Sanctions and Bribery	369
Potential Forfeiture of Assets	370
Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties	370
Pending Legal Proceedings Involving Transaction Parties	371
Use of Proceeds	372
Yield and Maturity Considerations	372
Yield Considerations	372
General	372
Rate and Timing of Principal Payments	372
Losses and Shortfalls	373
Delay in Payment of Distributions	375
Yield on the Certificates with Notional Amounts	375
Weighted Average Life	375
Pre-Tax Yield to Maturity Tables	381
Material Federal Income Tax Considerations	384
General	384
Qualification as a REMIC	385
Status of Offered Certificates	387
Taxation of Regular Interests	387
General	387
Original Issue Discount	387
Acquisition Premium	389
Market Discount	389
Premium	390
Election To Treat All Interest Under the Constant Yield Method	391
Treatment of Losses	391
Yield Maintenance Charges and Prepayment Provisions	392
Sale or Exchange of Regular Interests	392
Taxes That May Be Imposed on a REMIC	393
Prohibited Transactions	393
Contributions to a REMIC After the Startup Day	393
Net Income from Foreclosure Property	393
Bipartisan Budget Act of 2015.	393
Taxation of Certain Foreign Investors	394
FATCA	395
Backup Withholding	395
Information Reporting	395

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3.8% Medicare Tax on “Net Investment Income”	396
Reporting Requirements	396
Certain State and Local Tax Considerations	396
Method of Distribution (Underwriter)	397
Incorporation of Certain Information by Reference	398
Where You Can Find More Information	398
Financial Information	399
Certain ERISA Considerations	399

General	399
Plan Asset Regulations	400
Administrative Exemptions	400
Insurance Company General Accounts	402
Legal Investment	403
Legal Matters	404
Ratings	404
Index of Defined Terms	406

ANNEX A-1	CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
ANNEX A-2	CERTAIN POOL CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
ANNEX A-3	DESCRIPTION OF TOP 20 MORTGAGE LOANS AND GROUPS OF CROSS- COLLATERALIZED MORTGAGE LOANS
ANNEX B	FORM OF REPORT TO CERTIFICATEHOLDERS
ANNEX C	FORM OF OPERATING ADVISOR ANNUAL REPORT
ANNEX D-1	MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
ANNEX D-2	EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
ANNEX E	CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE

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Important Notice Regarding the Offered Certificates

WE HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, WITH RESPECT TO THE CERTIFICATES OFFERED IN THIS PROSPECTUS. HOWEVER, THIS PROSPECTUS DOES NOT CONTAIN ALL OF THE INFORMATION CONTAINED IN OUR REGISTRATION STATEMENT. FOR FURTHER INFORMATION REGARDING THE DOCUMENTS REFERRED TO IN THIS PROSPECTUS, YOU SHOULD REFER TO OUR REGISTRATION STATEMENT AND THE EXHIBITS TO IT. OUR REGISTRATION STATEMENT AND THE EXHIBITS TO IT CAN BE INSPECTED AND COPIED AT PRESCRIBED RATES AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SEC AT ITS PUBLIC REFERENCE ROOM, 100 F STREET, N.E., WASHINGTON, D.C. 20549. YOU MAY OBTAIN INFORMATION ON THE OPERATION OF THE PUBLIC REFERENCE ROOM BY CALLING THE SEC AT 1-800-SEC-0330. COPIES OF THESE MATERIALS CAN ALSO BE OBTAINED ELECTRONICALLY THROUGH THE SEC’S INTERNET WEBSITE (HTTP://WWW.SEC.GOV).

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

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

THE UNDERWRITERS DESCRIBED IN THESE MATERIALS MAY FROM TIME TO TIME PERFORM INVESTMENT BANKING SERVICES FOR, OR SOLICIT INVESTMENT BANKING BUSINESS FROM, ANY COMPANY NAMED IN THESE MATERIALS. THE UNDERWRITERS AND/OR THEIR RESPECTIVE EMPLOYEES MAY FROM TIME TO TIME HAVE A LONG OR SHORT POSITION IN ANY SECURITY OR CONTRACT DISCUSSED IN THESE MATERIALS.

THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPERSEDES ANY PREVIOUS SUCH INFORMATION DELIVERED TO ANY PROSPECTIVE INVESTOR.

THE OFFERED CERTIFICATES DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING CERTIFICATEHOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE OFFERED CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

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

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THE CERTIFICATES MAY HAVE LIMITED LIQUIDITY AND THE MARKET VALUE OF THE CERTIFICATES MAY DECLINE”.

Important Notice About Information Presented in This Prospectus

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

This prospectus begins with several introductory sections describing the certificates and the issuing entity in abbreviated form:

· Summary of Certificates, which sets forth important statistical information relating to the certificates;

· Summary of Terms, which gives a brief introduction of the key features of the certificates and a description of the mortgage loans; and

· Risk Factors, which describes risks that apply to the certificates.

Certain capitalized terms are defined and used in this prospectus to assist you in understanding the terms of the offered certificates and this offering. The capitalized terms used in this prospectus are defined on the pages indicated under the caption “Index of Defined Terms”.

All annexes and schedules attached to this prospectus are a part of this prospectus.

In this prospectus:

· the terms “depositor”, “we”, “us” and “our” refer to Deutsche Mortgage & Asset Receiving Corporation;

· references to “lender” or “mortgage lender” with respect to a mortgage loan generally should be construed to mean, from and after the date of initial issuance of the offered certificates, the trustee on behalf of the issuing entity as the holder of record title to the mortgage loans or the master servicer or special servicer, as applicable, with respect to the obligations and rights of the lender as described in “Pooling and Servicing Agreement”;

· references to any specified mortgage loan should be construed to refer to the mortgage loan secured by the mortgaged property (or portfolio of mortgaged properties) with the same name identified on Annex A-1, representing the approximate percentage of the initial pool balance set forth on Annex A-1.

This prospectus is not an offer to sell or a solicitation of an offer to buy these securities in any state or other jurisdiction where such offer, solicitation or sale is not permitted.

NOTICE TO RESIDENTS WITHIN EUROPEAN ECONOMIC AREA

This prospectus is not a prospectus for the purposes of the European Union’s Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) (the “EU Prospectus Directive”) as implemented in any Member State of the European Economic Area (each, a “Relevant Member State”). This prospectus has been prepared on the basis that all offers of the offered certificates will be made pursuant to an exemption under the EU Prospectus Directive from the requirement to produce a prospectus in connection with offers of the offered certificates. Accordingly, any person making or intending to make any offer in that Relevant Member State of offered certificates which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the depositor, the issuing

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entity or any of the underwriters to produce a prospectus for such offer. None of the depositor, the issuing entity or the underwriters have authorized, and none of such entities authorizes, the making of any offer of the offered certificates in circumstances in which an obligation arises for the depositor, the issuing entity or the underwriters to publish a prospectus for such offer.

EUROPEAN ECONOMIC AREA SELLING RESTRICTIONS

In relation to each member state of the European Economic Area which has implemented the EU Prospectus Directive (each, a “Relevant Member State”), each underwriter has represented and agreed that, with effect from and including the date on which the EU Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of the offered certificates which are the subject of the offering contemplated by this prospectus to the public in that Relevant Member State other than:

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

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

(c)          in any other circumstances falling within Article 3(2) of the EU Prospectus Directive,

provided, that no such offer of the offered certificates above shall require the issuing entity, the depositor or any of the underwriters to publish a prospectus pursuant to Article 3 of the EU Prospectus Directive.

For the purposes of the prior paragraph, (1) the expression an “offer of the offered certificates which are the subject of the offering contemplated by this prospectus to the public” in relation to any offered certificate in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the certificates to be offered so as to enable an investor to decide to purchase or subscribe to the offered certificates, as the same may be varied in that Relevant Member State by any measure implementing the EU Prospectus Directive in that Relevant Member State and (2) the expression “EU Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant implementing measure in the Relevant Member State.

NOTICE TO RESIDENTS OF THE UNITED KINGDOM

WITHIN THE UNITED KINGDOM, THIS PROSPECTUS IS DIRECTED ONLY AT PERSONS WHO (i) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND WHO QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 19(5), OR (ii) AS HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, PARTNERSHIPS OR TRUSTEES IN ACCORDANCE WITH ARTICLE 49(2) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (TOGETHER, “RELEVANT PERSONS”). THIS PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PROSPECTUS RELATES, INCLUDING THE OFFERED CERTIFICATES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

UNITED KINGDOM SELLING RESTRICTIONS

Each underwriter has represented and agreed, that:

(a)          in the United Kingdom, it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the

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“FSMA”)) received by it in connection with the issue or sale of any offered certificates in circumstances in which Section 21(1) of the FSMA does not apply to the issuing entity; and

(b)          it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the offered certificates in, from or otherwise involving the United Kingdom.

PEOPLE’S REPUBLIC OF CHINA

THE OFFERED CERTIFICATES WILL NOT BE OFFERED OR SOLD IN THE PEOPLE’S REPUBLIC OF CHINA (EXCLUDING HONG KONG, MACAU AND TAIWAN, THE “PRC”) AS PART OF THE INITIAL DISTRIBUTION OF THE OFFERED CERTIFICATES BUT MAY BE AVAILABLE FOR PURCHASE BY INVESTORS RESIDENT IN THE PRC FROM OUTSIDE THE PRC.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE PRC TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE THE OFFER OR SOLICITATION IN THE PRC.

THE DEPOSITOR DOES NOT REPRESENT THAT THIS PROSPECTUS MAY BE LAWFULLY DISTRIBUTED, OR THAT ANY OFFERED CERTIFICATES MAY BE LAWFULLY OFFERED, IN COMPLIANCE WITH ANY APPLICABLE REGISTRATION OR OTHER REQUIREMENTS IN THE PRC, OR PURSUANT TO AN EXEMPTION AVAILABLE THEREUNDER, OR ASSUME ANY RESPONSIBILITY FOR FACILITATING ANY SUCH DISTRIBUTION OR OFFERING. IN PARTICULAR, NO ACTION HAS BEEN TAKEN BY THE DEPOSITOR WHICH WOULD PERMIT AN OFFERING OF ANY OFFERED CERTIFICATES OR THE DISTRIBUTION OF THIS PROSPECTUS IN THE PRC. ACCORDINGLY, THE OFFERED CERTIFICATES ARE NOT BEING OFFERED OR SOLD WITHIN THE PRC BY MEANS OF THIS PROSPECTUS OR ANY OTHER DOCUMENT. NEITHER THIS PROSPECTUS NOR ANY ADVERTISEMENT OR OTHER OFFERING MATERIAL MAY BE DISTRIBUTED OR PUBLISHED IN THE PRC, EXCEPT UNDER CIRCUMSTANCES THAT WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS.

HONG KONG

THIS PROSPECTUS HAS NOT BEEN DELIVERED FOR REGISTRATION TO THE REGISTRAR OF COMPANIES IN HONG KONG AND THE CONTENTS OF THIS PROSPECTUS HAVE NOT BEEN REVIEWED OR APPROVED BY ANY REGULATORY AUTHORITY IN HONG KONG. THIS PROSPECTUS DOES NOT CONSTITUTE NOR INTEND TO BE AN OFFER OR INVITATION TO THE PUBLIC IN HONG KONG TO ACQUIRE THE OFFERED CERTIFICATES.

Each UNDERWRITER has represented, warranted and agreed that: (1) It has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any OFFERED certificates (except for certificates which are a “structured product” as defined in the securities and futures ordinance (Cap. 571)(the “SFO”) of Hong Kong) Other than (A) to “Professional Investors” as defined in the SFO and any rules OR REGULATIONS made under the SFO; or (B) in other circumstances which do not result in the document being a “Prospectus” as defined in the companies (winding up and miscellaneous provisions) ordinance (CAP. 32)(The “C(WUMP)O”) of Hong Kong or which do not constitute an offer to the public within the meaning of the C(WUMP)O; and (2) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the OFFERED certificates, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (Except if permitted to do so under the securities laws of Hong Kong) other than with respect to certificates which are or are intended to be disposed of only to persons

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outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO.

W A R N I N G

THE CONTENTS OF THIS PROSPECTUS HAVE NOT BEEN REVIEWED OR APPROVED BY ANY REGULATORY AUTHORITY IN HONG KONG. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFER. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS PROSPECTUS, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.

SINGAPORE

NEITHER THIS PROSPECTUS NOR ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH A NY OFFER OF THE OFFERED CERTIFICATES HAS BEEN REGISTERED AS A PROSPECTUS WITH THE MONETARY AUTHORITY OF SINGAPORE (“MAS” ) UNDER THE SECURITIES AND FUTURES ACT (CAP. 289) OF SINGAPORE (THE “SFA” ). ACCORDINGLY, MAS ASSUMES NO RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS. THIS PROSPECTUS IS NOT A PROSPECTUS AS DEFINED IN THE SFA AND STATUTORY LIABILITY UNDER THE SFA IN RELATION TO THE CONTENTS OF PROSPECTUSES WOULD NOT APPLY. ANY PROSPECTIVE INVESTOR SHOULD CONSIDER CAREFULLY WHETHER THE INVESTMENT IS SUITABLE FOR IT. THIS PROSPECTUS AND ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OF THE OFFERED CERTIFICATES MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY THE OFFERED CERTIFICATES BE OFFERED OR SOLD, OR BE MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPORE OTHER THAN (I) TO AN INSTITUTIONAL INVESTOR UNDER SECTION 274 UNDER THE SFA, (II) TO A RELEVANT PERSON (AS DEFINED IN SECTION 275(2) OF THE SFA), OR ANY PERSON PURSUANT TO SECTION 275(1A) OF THE SFA, IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTION 275 OF THE SFA OR (III) OTHERWISE PURSUANT TO, AND IN ACCORDANCE WITH THE CONDITIONS OF, ANY OTHER APPLICABLE PROVISION OF THE SFA.

WHERE THE OFFERED CERTIFICATES ARE SUBSCRIBED OR PURCHASED UNDER SECTION 275 OF THE SFA BY A RELEVANT PERSON WHICH IS: (A) A CORPORATION (WHICH IS NOT AN ACCREDITED INVESTOR (AS DEFINED IN SECTION 4A OF THE SFA)) THE SOLE BUSINESS OF WHICH IS TO HOLD INVESTMENTS AND THE ENTIRE SHARE CAPITAL OF WHICH IS OWNED BY ONE OR MORE INDIVIDUALS, EACH OF WHOM IS AN ACCREDITED INVESTOR; OR (B) A TRUST (WHERE THE TRUSTEE IS NOT AN ACCREDITED INVESTOR) WHOSE SOLE PURPOSE IS TO HOLD INVESTMENTS AND EACH BENEFICIARY IS AN ACCREDITED INVESTOR, SECURITIES (AS DEFINED IN SECTION 239(1) OF THE SFA) OF THAT CORPORATION OR THE BENEFICIARIES’ RIGHTS AND INTEREST (HOWSOEVER DESCRIBED) IN THAT TRUST SHALL NOT BE TRANSFERABLE FOR 6 MONTHS AFTER THAT CORPORATION OR THAT TRUST HAS ACQUIRED THE OFFERED CERTIFICATES UNDER SECTION 275 OF THE SFA EXCEPT: (1) TO AN INSTITUTIONAL INVESTOR UNDER SECTION 274 OF THE SFA OR TO A RELEVANT PERSON (AS DEFINED IN SECTION 275(2) OF THE SFA), OR TO ANY PERSON PURSUANT TO AN OFFER THAT IS MADE ON TERMS THAT SUCH SHARES, DEBENTURES AND UNITS OF SHARES AND DEBENTURES OF THAT CORPORATION OR SUCH RIGHTS OR INTEREST IN THAT TRUST ARE ACQUIRED AT A CONSIDERATION OF NOT LESS THAN 200,000 SINGAPORE DOLLARS (OR ITS EQUIVALENT IN A FOREIGN CURRENCY) FOR EACH TRANSACTION, WHETHER SUCH AMOUNT IS TO BE PAID FOR IN CASH OR BY EXCHANGE OF SECURITIES OR OTHER ASSETS, AND FURTHER FOR CORPORATIONS, IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTION 275(1A) OF THE SFA; (2) WHERE NO CONSIDERATION IS GIVEN FOR THE TRANSFER; (3) WHERE THE TRANSFER IS BY OPERATION OF LAW; OR (4) AS SPECIFIED IN SECTION 276(7) OF THE SFA.

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NOTICE TO RESIDENTS OF THE REPUBLIC OF KOREA

THIS PROSPECTUS IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, A PUBLIC OFFERING OF SECURITIES IN KOREA. NEITHER THE ISSUER NOR ANY OF ITS AGENTS MAKE ANY REPRESENTATION WITH RESPECT TO THE ELIGIBILITY OF ANY RECIPIENTS OF THIS PROSPECTUS TO ACQUIRE THE OFFERED CERTIFICATES UNDER THE LAWS OF KOREA, INCLUDING, BUT WITHOUT LIMITATION, THE FOREIGN EXCHANGE TRANSACTION LAW AND REGULATIONS THEREUNDER (THE “FETL”). THE OFFERED CERTIFICATES HAVE NOT BEEN REGISTERED WITH THE FINANCIAL SERVICES COMMISSION OF KOREA FOR PUBLIC OFFERING IN KOREA, AND NONE OF THE OFFERED CERTIFICATES MAY BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, OR OFFERED OR SOLD TO ANY PERSON FOR RE-OFFERING OR RESALE, DIRECTLY OR INDIRECTLY IN KOREA OR TO ANY RESIDENT OF KOREA EXCEPT PURSUANT TO THE FINANCIAL INVESTMENT SERVICES AND CAPITAL MARKETS ACT AND THE DECREES AND REGULATIONS THEREUNDER (THE “FSCMA” ), THE FETL AND ANY OTHER APPLICABLE LAWS, REGULATIONS AND MINISTERIAL GUIDELINES IN KOREA. WITHOUT PREJUDICE TO THE FOREGOING, THE NUMBER OF OFFERED CERTIFICATES OFFERED IN KOREA OR TO A RESIDENT OF KOREA SHALL BE LESS THAN FIFTY AND FOR A PERIOD OF ONE YEAR FROM THE ISSUE DATE OF THE OFFERED CERTIFICATES, NONE OF THE OFFERED CERTIFICATES MAY BE DIVIDED RESULTING IN AN INCREASED NUMBER OF OFFERED CERTIFICATES. FURTHERMORE, THE OFFERED CERTIFICATES MAY NOT BE RESOLD TO KOREAN RESIDENTS UNLESS THE PURCHASER OF THE OFFERED CERTIFICATES COMPLIES WITH ALL APPLICABLE REGULATORY REQUIREMENTS (INCLUDING, BUT NOT LIMITED TO, GOVERNMENT REPORTING APPROVAL REQUIREMENTS UNDER THE FETL AND ITS SUBORDINATE DECREES AND REGULATIONS) IN CONNECTION WITH THE PURCHASE OF THE OFFERED CERTIFICATES.

JAPAN

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

NOTICE TO RESIDENTS OF CANADA

THE OFFERED CERTIFICATES MAY BE SOLD ONLY TO PURCHASERS PURCHASING, OR DEEMED TO BE PURCHASING, AS PRINCIPAL THAT ARE ACCREDITED INVESTORS, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND ARE PERMITTED CLIENTS, AS DEFINED IN NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS. ANY RESALE OF THE OFFERED CERTIFICATES MUST BE MADE IN ACCORDANCE WITH AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE PROSPECTUS REQUIREMENTS OF APPLICABLE SECURITIES LAWS.

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SECURITIES LEGISLATION IN CERTAIN PROVINCES OR TERRITORIES OF CANADA MAY PROVIDE A PURCHASER WITH REMEDIES FOR RESCISSION OR DAMAGES IF THIS PROSPECTUS (INCLUDING ANY AMENDMENT THERETO) CONTAINS A MISREPRESENTATION, PROVIDED THAT THE REMEDIES FOR RESCISSION OR DAMAGES ARE EXERCISED BY THE PURCHASER WITHIN THE TIME LIMIT PRESCRIBED BY THE SECURITIES LEGISLATION OF THE PURCHASER’S PROVINCE OR TERRITORY. THE PURCHASER SHOULD REFER TO ANY APPLICABLE PROVISIONS OF THE SECURITIES LEGISLATION OF THE PURCHASER’S PROVINCE OR TERRITORY FOR PARTICULARS OF THESE RIGHTS OR CONSULT WITH A LEGAL ADVISOR.

PURSUANT TO SECTION 3A.3 OF NATIONAL INSTRUMENT 33-105 UNDERWRITING CONFLICTS (“NI 33-105”), THE UNDERWRITERS ARE NOT REQUIRED TO COMPLY WITH THE DISCLOSURE REQUIREMENTS OF NI 33-105 REGARDING UNDERWRITER CONFLICTS OF INTEREST IN CONNECTION WITH THIS OFFERING.

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Summary of Terms

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 the offering of the offered certificates, read this entire prospectus carefully.

Relevant Parties

Depositor	Deutsche Mortgage & Asset Receiving Corporation, a Delaware corporation.  The depositor’s principal offices are located at 60 Wall Street, New York, New York 10005, and its telephone number is (212) 250-2500. See “Transaction Parties—The Depositor”.
Issuing Entity	COMM 2016-DC2 Mortgage Trust, a New York common law trust.  The issuing entity will be established on the closing date pursuant to the pooling and servicing agreement, between the depositor, the master servicer, the special servicer, the trustee, the certificate administrator, the operating advisor and the asset representations reviewer. See “Transaction Parties—The Issuing Entity”.
Sponsors	The sponsors of this transaction are:
	·	German American Capital Corporation, a Maryland corporation;
	·	KeyBank National Association, a national banking association; and
	·	Jefferies LoanCore LLC, a Delaware limited liability company.
	The sponsors are sometimes also referred to as the “mortgage loan sellers”.
	The sponsors originated or acquired and will transfer to the depositor the mortgage loans set forth in the following chart:

Mortgage Loan Seller	Number of Mortgage Loans	Aggregate Cut- off Date Principal Balance of Mortgage Loans		Approx. % of Initial Pool Balance
German American Capital Corporation	21	$	416,272,743	51.6	%
KeyBank National Association	28		240,007,669	29.8
Jefferies LoanCore LLC	15		149,914,748	18.6
Total	64	$	806,195,160	100.0	%

See “Transaction Parties—The Sponsors and Mortgage Loan Sellers”.

Master Servicer

Wells Fargo Bank, National Association, a national banking association, will be the master servicer.  The master servicer will be primarily responsible for the servicing and administration of the mortgage loans (other than the non-serviced mortgage loans) and any related serviced companion loans pursuant to the pooling and servicing agreement. The principal west coast commercial mortgage master servicing offices of the master servicer are located at 1901 Harrison Street, Oakland, California

17

	94612.  The principal east coast commercial mortgage master servicing offices of the master servicer are located at Duke Energy Center, 550 South Tryon Street, 14th Floor, MAC D1086-120, Charlotte, North Carolina 28202. See “Transaction Parties—The Master Servicer” and “Pooling and Servicing Agreement”.
	Prior to the applicable servicing shift securitization date, the servicing shift whole loans will be serviced by the master servicer under the pooling and servicing agreement.  After the applicable servicing shift securitization date, the related servicing shift whole loan will be serviced under, and by the master servicer designated in, the related servicing shift pooling and servicing agreement.  See “Description of the Mortgage Pool—The Whole Loans—Williamsburg Premium Outlets Whole Loan” and “—Birch Run Premium Outlets Whole Loan” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.
	Each non-serviced master servicer that is primary servicing a non-serviced mortgage loan is identified in “—The Mortgage Pool—Whole Loans—Non-Serviced Whole Loans” below. See “Transaction Parties—The Non-Serviced Master Servicer” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.
Special Servicer	CWCapital Asset Management LLC, a Delaware limited liability company, is expected to act as special servicer with respect to the mortgage loans (other than any non-serviced mortgage loans and excluded special servicer loans) and any related serviced companion loans.  The special servicer will be primarily responsible for (i) making decisions and performing certain servicing functions with respect to such mortgage loans and related serviced companion loans as to which a special servicing transfer event (such as a default or an imminent default) has occurred and (ii) in certain circumstances, reviewing, evaluating and providing or withholding consent as to certain major decisions and other transactions relating to such mortgage loans and related serviced companion loans for which a special servicing transfer event has not occurred, in each case pursuant to the pooling and servicing agreement. The principal servicing office of the special servicer is located at 7501 Wisconsin Avenue, Suite 500 West, Bethesda, Maryland 20814 and its telephone number is (202) 715-9500.  See “Transaction Parties—The Special Servicer” and “Pooling and Servicing Agreement”.
	Prior to the applicable servicing shift securitization date, the servicing shift whole loans, if necessary, will be specially serviced by the special servicer under the pooling and servicing agreement.  After the applicable servicing shift securitization date, the related servicing shift whole loan will be specially serviced, if necessary, under, and by the special servicer designated in, the related servicing shift pooling and servicing agreement.  See “Description of the Mortgage Pool—The Whole Loans—Williamsburg Premium Outlets Whole Loan” and “—

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	Birch Run Premium Outlets Whole Loan” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.
	If the special servicer obtains knowledge that it is a borrower party with respect to any mortgage loan (such mortgage loan referred to as an “excluded special servicer loan”), the special servicer will be required to resign as special servicer of that excluded special servicer loan. Prior to the occurrence of a control termination event under the pooling and servicing agreement, the directing certificateholder or the controlling class certificateholder on its behalf will be required to select a separate special servicer that is not a borrower party (referred to as an “excluded special servicer”) with respect to any excluded special servicer loan, unless such excluded special servicer loan is also an excluded loan.  After the occurrence and during the continuance of a control termination event or if at any time the applicable excluded special servicer loan is also an excluded loan, the resigning special servicer will be selected by a vote of the certificateholders, and if such excluded special servicer has not been so appointed within 30 days of receipt of notice of the resigning special servicer’s resignation, the resigning special servicer will be required to use reasonable efforts to select the related excluded special servicer.  See “—Directing Certificateholder” below and “Pooling and Servicing Agreement—Termination of Servicer and Special Servicer for Cause”.  Any excluded special servicer will be required to perform all of the obligations of the special servicer and will be entitled to all special servicing compensation with respect to such excluded special servicer loan earned during such time as the related mortgage loan is an excluded special servicer loan.
	The special servicer was appointed to be the special servicer by Seer Capital Commercial Real Estate Debt Fund I Ltd., or its affiliates, which is expected to purchase the Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class H and Class V certificates (and may purchase certain other classes of certificates) and, on the closing date, is expected to be the initial directing certificateholder. See “Pooling and Servicing Agreement—The Directing Certificateholder”.
	The special servicer of each non-serviced mortgage loan is identified in “—The Mortgage Pool—Whole Loans—Non-Serviced Whole Loans” below. See “Transaction Parties—The Non-Serviced Special Servicer” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.
Primary Servicer	KeyBank National Association, a national banking association, will act as primary servicer with respect to the mortgage loans it will be transferring to the issuing entity.  These mortgage loans represent 29.8% of the initial pool balance.  See “Transaction Parties—The Primary Servicer—KeyBank National Association”.  The principal servicing office of KeyBank National Association is located at 11501 Outlook Street, Suite 300, Overland Park, Kansas 66211, and its telephone number is (888) 979-1200.

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	The master servicer will pay the fees of the primary servicer or servicers to the extent such fees are received.
Trustee	Wilmington Trust, National Association, a national banking association, will act as trustee. The corporate trust office of the trustee is located at 1100 North Market Street, Wilmington, Delaware 19890.  Following the transfer of the mortgage loans to the issuing entity, the trustee, on behalf of the issuing entity, will become the mortgagee of record for the mortgage loans (other the non-serviced mortgage loan) and any related serviced companion loans.  See “Transaction Parties—The Trustee” and “Pooling and Servicing Agreement”.
	The initial mortgagee of record with respect to the servicing shift mortgage loans will be the trustee under the pooling and servicing agreement.  After the applicable servicing shift securitization date, the mortgagee of record with respect to the related servicing shift mortgage loan will be the trustee designated in the related servicing shift pooling and servicing agreement.
	The trustee of each non-serviced mortgage loan is identified in “—The Mortgage Pool—Whole Loans—Non-Serviced Whole Loans” below. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.
Certificate Administrator	Deutsche Bank Trust Company Americas, a New York banking corporation, will act as the certificate administrator.  The corporate trust offices of certificate administrator are located at 1761 East St. Andrew Place, Santa Ana, California 92705-4934, Attention: Trust Administration–DB16D2.  Its telephone number is (714) 247-6000. See “Transaction Parties—The Certificate Administrator” and “Pooling and Servicing Agreement”.
	The custodian with respect to the servicing shift mortgage loans will be certificate administrator, in its capacity as custodian under the pooling and servicing agreement.  After the applicable servicing shift securitization date, the custodian of the related mortgage file (other than the promissory note evidencing the related servicing shift mortgage loan) will be the custodian under the related servicing shift pooling and servicing agreement.  See “Description of the Mortgage Pool—Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.
	The custodian of each non-serviced mortgage loan is identified in “—The Mortgage Pool—Whole Loans—Non-Serviced Whole Loans” below. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.
Operating Advisor	Park Bridge Lender Services LLC, a New York limited liability company and an indirect wholly owned subsidiary of Park Bridge Financial LLC, will act as operating advisor.  The operating advisor will have certain review and reporting responsibilities with respect to the performance of the special servicer and, in certain circumstances, may recommend to the certificateholders that the special servicer be replaced. The operating advisor will

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	generally have no obligations or consultation rights under the pooling and servicing agreement for this transaction with respect to any non-serviced mortgage loan, any servicing shift whole loan or any related REO property.  See “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” and “Pooling and Servicing Agreement—The Operating Advisor”.
Asset Representations Reviewer	Park Bridge Lender Services LLC, a New York limited liability company and an indirect wholly owned subsidiary of Park Bridge Financial LLC, will act as asset representations reviewer. The asset representations reviewer will be required to review certain delinquent mortgage loans after a specified delinquency threshold has been exceeded and the required percentage of certificateholders vote to direct a review of such delinquent mortgage loans.
	See “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” and “Pooling and Servicing Agreement—The Asset Representations Reviewer”.
Directing Certificateholder	The directing certificateholder will have certain consent and consultation rights in certain circumstances with respect to the mortgage loans (other than the non-serviced mortgage loans, servicing shift mortgage loans and any excluded loan), as further described in this prospectus. The directing certificateholder will generally be the controlling class certificateholder (or its representative) selected by more than a specified percentage of the controlling class certificateholders (by certificate balance, as certified by the certificate registrar from time to time as provided for in the pooling and servicing agreement). See “Pooling and Servicing Agreement—The Directing Certificateholder”. However, in certain circumstances there may be no directing certificateholder even if there is a controlling class, and in other circumstances there will be no controlling class.
	In addition, with respect to any excluded special servicer loan (that is not also an excluded loan), if any, the directing certificateholder (prior to the occurrence and continuance of a control termination event) will be required to select the excluded special servicer with respect to such excluded special servicer loan. It will be a condition to any such appointment that (i) each of the nationally recognized statistical rating organizations engaged by the depositor to rate the offered certificates confirm that the appointment would not result in a qualification, downgrade or withdrawal of any of their then current ratings of the certificates issued pursuant to the pooling and servicing agreement and the equivalent from each nationally recognized statistical rating organization hired to provide ratings with respect to any class of securities backed, wholly or partially, by any serviced pari passu companion loan, (ii) any such successor special servicer satisfies the requirements of a qualified replacement special servicer as further described in “Pooling and Servicing Agreement—Replacement of Special Servicer Without Cause” and (iii) the successor special servicer delivers to the depositor and any applicable depositor of any other securitization, if applicable, that contains a serviced pari passu

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companion loan, the information, if any, required pursuant to Item 6.02 of the Form 8-K current report regarding itself in its role as excluded special servicer.  After the occurrence and during the continuance of a control termination event or if at any time the applicable excluded special servicer loan is also an excluded loan, the directing certificateholder will not have the right to appoint such excluded special servicer and such excluded special servicer will be appointed as described in “Pooling and Servicing Agreement—Replacement of Special Servicer Without Cause”.

An “excluded loan” is a mortgage loan or whole loan with respect to which the directing certificateholder or the holder of the majority of the controlling class certificates (by certificate principal balance) is a borrower, a mortgagor, a manager of a mortgaged property, the holder of a mezzanine loan that has accelerated the related mezzanine loan (unless (i) acceleration was automatic under such mezzanine loan, (ii) the event directly giving rise to the automatic acceleration under such mezzanine loan was not initiated by such mezzanine lender or an affiliate of such mezzanine lender, and (iii) such mezzanine lender is stayed from exercising and has not commenced the exercise of remedies associated with foreclosure of the equity collateral under such mezzanine loan) or commenced foreclosure or enforcement proceedings against the equity collateral pledged to secure the related mezzanine loan, or any borrower party affiliate thereof.

The controlling class will be the most subordinate class of the Class E, Class F, Class G and Class H certificates then-outstanding that has an aggregate certificate balance, as notionally reduced by any appraisal reductions allocable to such class, at least equal to 25% of the initial certificate balance of that class; provided, however, that during such time as the Class E certificates would be the controlling class, the holders of such certificates will have the right to irrevocably waive their right to appoint a directing certificateholder or to exercise any of the rights of the controlling class certificateholder. No class of certificates, other than as described above, will be eligible to act as the controlling class or appoint a directing certificateholder.

It is anticipated that Seer Capital Commercial Real Estate Debt Fund I Ltd., or its affiliate, will purchase the Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class H and Class V certificates (and may purchase certain other classes of certificates) and, on the closing date, is expected to be the initial directing certificateholder with respect to the mortgage loans (other than non-serviced mortgage loans, servicing shift mortgage loans and any excluded loan).

With respect to servicing shift whole loans, prior to and after the applicable servicing shift securitization date, the directing certificateholder will only have limited consultation rights with respect to various servicing matters or mortgage loan modifications affecting both the related servicing shift mortgage loan and the related controlling companion loan.  After the

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	applicable servicing shift securitization date, the directing certificateholder under the related servicing shift pooling and servicing agreement will have certain consent and consultation rights with respect to the related servicing shift whole loan, which are expected to be substantially similar to those of the directing certificateholder under the pooling and servicing agreement. See “Description of the Mortgage Pool—The Whole Loans—Williamsburg Premium Outlets Whole Loan” and “—Birch Run Premium Outlets Whole Loan”.
	The directing certificateholder of each non-serviced whole loan under the related pooling and servicing agreement is identified in “—The Mortgage Pool—Whole Loans—Non-Serviced Whole Loans” below, and will have certain consent and consultation rights with respect to such related non-serviced whole loan, which are substantially similar, but not identical, to those of the directing certificateholder under the pooling and servicing agreement for this securitization, subject to similar appraisal mechanics.  See “Description of the Mortgage Pool—The Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.
Certain Affiliations	The originators, the sponsors, the underwriters and parties to the pooling and servicing agreement have various roles in this transaction as well as certain relationships with parties to this transaction and certain of their affiliates. These roles and other potential relationships may give rise to conflicts of interest as further described in “Risk Factors—Risks Related to Conflicts of Interest—Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”.

Relevant Dates and Periods

Cut-off Date	With respect to each mortgage loan, the later of the related due date of such mortgage loan in March 2016 and the date of origination of such mortgage loan.
Closing Date	On or about March 16, 2016.
Distribution Date	The 4th business day following each determination date. The first distribution date will be in April 2016.
Determination Date	The 6th day of each month or, if such 6th day is not a business day, the immediately following business day.
Record Date	With respect to any distribution date, the last business day of the month preceding the month in which that distribution date occurs.
Interest Accrual Period	Interest will accrue on the offered certificates during the calendar month immediately preceding the related distribution date. Interest will be calculated on the offered certificates assuming each month has 30 days and each year has 360 days.
Collection Period	For any mortgage loan held by the issuing entity and any distribution date, the period commencing on the day immediately following the due date for such mortgage loan in the month

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	preceding the month in which that distribution date occurs and ending on and including the due date for such mortgage loan in the month in which that distribution date occurs. However, in the event that the last day of a collection period (or applicable grace period) is not a business day, any periodic payments received with respect to the mortgage loans relating to that collection period on the business day immediately following that last day will be deemed to have been received during that collection period and not during any other collection period.
Assumed Final Distribution
Date; Rated Final
Distribution Date	The assumed final distribution dates set forth below for each class of offered certificates have been determined on the basis of the assumptions described in “Description of the Certificates—Assumed Final Distribution Date; Rated Final Distribution Date”:

Class	Assumed Final Distribution Date
Class A-1	January 2021
Class A-2	January 2021
Class A-3	December 2022
Class A-SB	July 2025
Class A-4	December 2025
Class A-5	January 2026
Class X-A	February 2026
Class A-M	February 2026
Class B	February 2026
Class C	February 2026

The rated final distribution date will be the distribution date in February 2049.

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Transaction Overview

On the closing date, each sponsor will sell its respective mortgage loans to the depositor, which will in turn deposit the mortgage loans into the issuing entity.

The transfers of the mortgage loans from the sponsors to the depositor and from the depositor to the issuing entity in exchange for the offered certificates are illustrated below:

 

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Offered Certificates

General	We are offering the following classes of COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2:
	·	Class A-1
	·	Class A-2
	·	Class A-3
	·	Class A-SB
	·	Class A-4
	·	Class A-5
	·	Class X-A
	·	Class A-M
	·	Class B
	·	Class C
	The certificates of this series will consist of the above classes and the following classes that are not being offered by this prospectus: Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G, Class H, Class V and Class R.
Certificate Balances and
Notional Amounts	Your certificates will have the approximate aggregate initial certificate balance or notional amount set forth below, subject to a variance of plus or minus 5%:

Class	Approximate Aggregate Initial Certificate Balance or Notional Amount
Class A-1	$35,639,000
Class A-2	$4,483,000
Class A-3	$15,740,000
Class A-SB(1)	$60,282,000
Class A-4	$200,000,000
Class A-5	$248,192,000
Class X-A(2)	$614,723,000
Class A-M	$50,387,000
Class B	$40,310,000
Class C	$42,325,000

(1)	The Class A-SB certificates have certain priority with respect to reducing the principal balance of those certificates to their Class A-SB planned principal balance, as described in this prospectus.
(2)	Notional amount.

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Pass-Through Rates
A. Offered Certificates	Your certificates will accrue interest at an annual rate called a pass-through rate. The initial approximate pass-through rate is set forth below for each class:

Class	Approximate Initial Pass- Through Rate
Class A-1	1.820%(1)
Class A-2	2.301%(1)
Class A-3	3.169%(1)
Class A-SB	3.550%(1)
Class A-4	3.497%(1)
Class A-5	3.765%(1)
Class X-A	1.240%(2)
Class A-M	4.243%(1)
Class B	4.798%(1)
Class C	4.798%(1)

(1)

The pass-through rate for each of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5 and Class A-M certificates will be fixed at the initial pass-through rate for such class set forth in the table above. The pass-through rate for each of the Class B and Class C certificates will be a per annum rate equal to the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which such distribution date occurs.

(2)

The pass-through rate for the Class X-A certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5 and Class A-M certificates for that distribution date, weighted on the basis of their respective certificate balances immediately prior to that distribution date.

	See “Description of the Certificates—Distributions—Pass-Through Rates”.
B. Interest Rate Calculation
Convention	Interest on the offered certificates at their applicable pass-through rates will be calculated based on a 360-day year consisting of twelve 30-day months, or a “30/360 basis”.
	For purposes of calculating the pass-through rates on the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-F certificates and any other class of certificates that has a pass-through rate limited by, equal to or based on the weighted average net mortgage interest rate (which calculation does not include any companion loan interest rate), the mortgage loan interest rates will not reflect any default interest rate, any loan term modifications agreed to by the special servicer or any modifications resulting from a borrower’s bankruptcy or insolvency.
	For purposes of calculating the pass-through rates on the offered certificates, the interest rate for each mortgage loan that accrues interest based on the actual number of days in each month and assuming a 360-day year, or an “actual/360 basis”, will be recalculated, if necessary, so that the amount of interest that would accrue at that recalculated rate in the applicable month, calculated on a 30/360 basis, will equal the amount of interest

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	that is required to be paid on that mortgage loan in that month, subject to certain adjustments as described in “Description of the Certificates—Distributions—Pass-Through Rates” and “—Interest Distribution Amount”.
C. Servicing and      Administration Fees	The master servicer and special servicer will be entitled to a master servicing fee and a special servicing fee, respectively, from the interest payments on each mortgage loan (other than a non-serviced mortgage loan with respect to the special servicing fee only), the serviced companion loans and any related REO loans and, with respect to the special servicing fees, if the related loan interest payments (or other collections in respect of the related mortgage loan or mortgaged property) are insufficient, then from general collections on all mortgage loans. The servicing fee for each distribution date, including the master servicing fee and the portion of the servicing fee payable to any primary servicer or subservicer, is calculated on the stated principal amount of each mortgage loan (including the non-serviced mortgage loans) and the related serviced companion loans at the servicing fee rate equal to a per annum rate ranging from 0.00500% to 0.06250%.
	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 for each distribution date is calculated based on the stated principal amount of each mortgage loan (other than any non-serviced mortgage loan) and the related serviced companion loans as to which a special servicing transfer event has occurred (including any REO loans), on a loan-by-loan basis at the special servicing fee rate equal to 0.25% per annum. The special servicer will not be entitled to a special servicing fee with respect to any non-serviced mortgage loan.
	The workout fee will generally be payable with respect to each specially serviced loan (including any related serviced companion loan) which has become a “corrected mortgage loan” (which will occur (i) with respect to a specially serviced loan as to which there has been a payment default, when the borrower has brought the mortgage loan current and thereafter made three consecutive full and timely monthly payments, including pursuant to any workout and (ii) with respect to any other specially serviced loan, when the related default is cured or the other circumstances pursuant to which it became a specially serviced loan cease to exist in the good faith judgment of the special servicer).  The workout fee will be payable out of each collection of interest and principal (including scheduled payments, prepayments, balloon payments, and payments at maturity) received on the related mortgage loan (or serviced whole loan, 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

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aggregate with respect to any particular workout of a specially serviced loan.

A liquidation fee will generally be payable with respect to each specially serviced loan (including any related serviced companion loan), each mortgage loan repurchased by a mortgage loan seller or each defaulted mortgage loan that is a non-serviced mortgage loan sold by the special servicer, as to which the special servicer obtains a full, partial or discounted payoff from the related borrower, loan purchaser or which is repurchased by the related mortgage loan seller outside the applicable cure period and, except as otherwise described in this 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 whole loan will be subject to an aggregate cap per mortgage loan or serviced whole loan of $1,000,000 as described in “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses—Special Servicing Compensation”.  Any workout fees or liquidation fees paid to a predecessor or successor special servicer will not be taken into account in determining the cap.

Any primary servicing fees or sub-servicing fees with respect to each mortgage loan (other than the non-serviced mortgage loans) and the related serviced companion loans will be paid by the master servicer or special servicer, respectively, out of the fees described above.

The master servicer and special servicer are also entitled to additional fees and amounts, including income on the amounts held in certain accounts and certain permitted investments.  See “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses”.

The certificate administrator fee for each distribution date is calculated on the stated principal amount of each mortgage loan and REO loan (excluding any non-serviced mortgage loan) at a per annum rate equal to 0.0028%. The trustee fee is payable by the certificate administrator from the certificate administrator fee and is equal to $250.00.

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The operating advisor will be entitled to a fee on each distribution date calculated on the stated principal amount of each mortgage loan and REO loan (excluding the non-serviced mortgage loans and servicing shift mortgage loans) at a per annum rate equal to (i) 0.0027% with respect to all mortgage loans (except the Sun MHC Portfolio mortgage loan, the Intercontinental Kansas City Hotel mortgage loan and the Columbus Park Crossing mortgage loan); (ii) 0.0054% with respect to the Sun MHC Portfolio mortgage loan; (iii) 0.0071% with respect to the Intercontinental Kansas City Hotel mortgage loan; and (iv) 0.0077% with respect to the Columbus Park Crossing mortgage loan. The operating advisor will also be entitled under certain circumstances to a consulting fee.

The asset representations reviewer will be entitled to a reasonable hourly fee (to be paid by the applicable mortgage loan seller except as described in “Pooling and Servicing Agreement—Servicing and Other Compensation and Payments”) upon the completion of the review it conducts with respect to certain delinquent mortgage loans, which will be subject to a cap as described in “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses—Asset Representations Reviewer Compensation”.

Each party to the pooling and servicing agreement will also be entitled to be reimbursed by the issuing entity for costs, expenses and liabilities borne by them in certain circumstances. Fees and expenses payable by the issuing entity to any party to the pooling and servicing agreement are generally payable prior to any distributions to certificateholders.

Additionally, with respect to each distribution date, an amount equal to the product of 0.0005% per annum multiplied by the stated principal amount of each mortgage loan and any REO loan will be payable to CRE Finance Council^© as a license fee for use of its name and trademarks, including an investor reporting package. This fee will be payable prior to any distributions to certificateholders.

Payment of the fees and reimbursement of the costs and expenses described above will generally have priority over the distribution of amounts payable to the certificateholders. See “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” and “—Limitation on Liability; Indemnification”.

With respect to each non-serviced mortgage loan identified in the table below, the master servicer under the related pooling and servicing agreement governing the servicing of that loan will be entitled to a primary servicing fee at a rate equal to a per annum rate set forth in the table below, and the special servicer under the related pooling and servicing agreement will be entitled to a special servicing fee at a rate equal to the per annum rate set forth below. In addition, each party to the related pooling and servicing agreement governing the servicing of such non-serviced whole loan will be entitled to receive other fees and reimbursements with respect to the related non-serviced mortgage loan in amounts, from sources, and at frequencies,

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that are similar, but not necessarily identical, to those described above and, in certain cases (for example, with respect to unreimbursed special servicing fees and servicing advances with respect to the related non-serviced whole loan), such amounts will be reimbursable from general collections on the mortgage loans to the extent not recoverable from the related non-serviced whole loan and to the extent allocable to the related non-serviced mortgage loan pursuant to the related intercreditor agreement.  See “Description of the Mortgage Pool—The Whole Loans—Williamsburg Premium Outlets Whole Loan”, “—Promenade Gateway Whole Loan”, “—Birch Run Premium Outlets Whole Loan”, “—Santa Monica Multifamily Portfolio Whole Loan” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Non-Serviced Whole Loans

Non-Serviced Loan	Primary Servicer Fee	Special Servicer Fee
Promenade Gateway	0.0025%	0.25%
Santa Monica Multifamily Portfolio	0.0025%	0.25%

Distributions
A. Amount and Order of        Distributions	On each distribution date, funds available for distribution from the mortgage loans, net of (i) specified expenses of the issuing entity, including fees payable to, and costs and expenses reimbursable to, the master servicer, the special servicer, the certificate administrator, the trustee, the operating advisor and the asset representations reviewer, (ii) any yield maintenance charges and prepayment premiums and (iii) any excess interest distributable to the Class V certificates, will be distributed in the following amounts and order of priority:
	First, to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-F certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the interest entitlements for those classes;
	Second, to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, in reduction of the certificate balances of those classes, in the following priority:
		First, to principal on the Class A-SB certificates, until the certificate balance of the Class A-SB certificates has been reduced to the planned principal balance for the related distribution date set forth in Annex E;
		Second, to principal on the Class A-1 certificates, until the certificate balance of the Class A-1 certificates has been reduced to zero;
		Third, to principal on the Class A-2 certificates, until the certificate balance of the Class A-2 certificates has been reduced to zero;

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	Fourth, to principal on the Class A-3 certificates, until the certificate balance of the Class A-3 certificates has been reduced to zero;
	Fifth, to principal on the Class A-4 certificates, until the certificate balance of the Class A-4 certificates has been reduced to zero;
	Sixth, to principal on the Class A-5 certificates, until the certificate balance of the Class A-5 certificates has been reduced to zero; and
	Seventh, to principal on the Class A-SB certificates, until the certificate balance of the Class A-SB certificates has been reduced to zero;
However, if the certificate balances of each class of certificates, other than the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, having an initial principal balance have been reduced to zero, funds available for distributions of principal will be distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, pro rata, based on their respective certificate balances and without regard to the Class A-SB planned principal balance;
Third, to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, pro rata, based on the aggregate unreimbursed losses, for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by those classes;
Fourth, to the Class A-M Certificates, as follows: (a) to interest on the Class A-M certificates in the amount of its interest entitlement; (b) to the extent of funds allocable to principal remaining after distributions in respect of principal to each class with a higher priority (as set forth in prior enumerated clauses set forth above), to principal on the Class A-M certificates until its certificate balance has been reduced to zero; and (c) to reimburse the Class A-M certificates for any previously unreimbursed losses on the mortgage loans that were previously allocated to that class of certificates;
Fifth, to the Class B certificates, as follows: (a) to interest on the Class B certificates in the amount of its interest entitlement; (b) to the extent of funds allocable to principal remaining after distributions in respect of principal to each class with a higher priority (as set forth in prior enumerated clauses set forth above), to principal on the Class B certificates until its certificate balance has been reduced to zero; and (c) to reimburse the Class B certificates for any previously unreimbursed losses on the mortgage loans that were previously allocated to that class of certificates;
Sixth, to the Class C certificates, as follows: (a) to interest on the Class C certificates in the amount of its interest entitlement; (b) to the extent of funds allocable to principal remaining after

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	distributions in respect of principal to each class with a higher priority (as set forth in prior enumerated clauses set forth above), to principal on the Class C certificates until its certificate balance has been reduced to zero; and (c) to reimburse the Class C certificates for any previously unreimbursed losses on the mortgage loans that were previously allocated to that class of certificates;
	Seventh, to the Class D, Class E, Class F, Class G and Class H certificates, in the amounts and order of priority described in “Description of the Certificates—Distributions”; and
	Eighth, to the Class R certificates, any remaining amounts.
	For more detailed information regarding distributions on the certificates, see “Description of the Certificates—Distributions—Priority of Distributions”.
B. Interest and Principal  Entitlements	A description of the interest entitlement of each class of certificates (other than the Class V and Class R certificates) can be found in “Description of the Certificates—Distributions—Interest Distribution Amount”. As described in that section, there are circumstances in which your interest entitlement for a distribution date could be less than one full month’s interest at the pass-through rate on your certificate’s balance or notional amount.
	A description of the amount of principal required to be distributed to each class of certificates entitled to principal on a particular distribution date can be found in “Description of the Certificates—Distributions—Principal Distribution Amount”.
C. Yield Maintenance Charges,   Prepayment Premiums	Yield maintenance charges and prepayment premiums with respect to the mortgage loans will be allocated to the certificates as described in “Description of the Certificates—Allocation of Yield Maintenance Charges and Prepayment Premiums”.
	For an explanation of the calculation of yield maintenance charges, see “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans”.
D. Subordination, Allocation of   Losses and Certain Expenses	The following chart describes the manner in which the payment rights of certain classes of certificates will be senior or subordinate, as the case may be, to the payment rights of other classes of certificates. The chart shows the entitlement to receive principal and/or interest of certain classes of certificates (other than excess interest that accrues on each mortgage loan that has an anticipated repayment date) on any distribution date in descending order. It also shows the manner in which mortgage loan losses are allocated to certain classes of the certificates in ascending order (beginning with the non-offered certificates, other than the Class V and Class R certificates) to reduce the certificate balance of each such class to zero; provided that no principal payments or mortgage loan losses will

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be allocated to the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class R or Class V certificates, although principal payments and mortgage loan losses may reduce the notional amounts of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-F certificates and, therefore, the amount of interest they accrue.
(1)	The Class A-SB certificates have certain priority with respect to reducing the principal balance of those certificates to their planned principal balance as described in this prospectus.
(2)	The Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-F certificates are interest-only certificates and the Class X-B, Class X-C, Class X-D, Class X-E and Class X-F certificates are not offered by this prospectus.
(3)	Other than the Class X-B, Class X-C, Class X-D, Class X-E and Class X-F certificates.
Other than the subordination of certain classes of certificates, as described above, no other form of credit enhancement will be available for the benefit of the holders of the offered certificates.
The notional amount of the Class X-A certificates will be reduced by the aggregate amount of principal losses or principal payments, if any, allocated to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5 and Class A-M certificates.  The notional amount of the Class X-B certificates will be reduced by the aggregate amount of principal losses or principal payments, if any, allocated to the Class B and Class C certificates. The notional amount of the Class X-C certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class D certificates. The notional amount of the Class X-D certificates will be reduced by the aggregate amount of principal losses or principal payments, if any, allocated to the Class E and Class F certificates. The notional amount of the Class X-E certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class G certificates. The notional amount of the Class X-F certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class H certificates.
To the extent funds are available on a subsequent distribution date for distribution on your offered certificates, you will be

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	reimbursed for any losses allocated to your offered certificates in accordance with the distribution priorities.
	See “Description of the Certificates—Subordination; Allocation of Realized Losses” for more detailed information regarding the subordination provisions applicable to the certificates and the allocation of losses to the certificates.
E. Shortfalls in Available Funds	The following types of shortfalls in available funds will reduce distributions to the classes of certificates with the lowest payment priorities:
	·	shortfalls resulting from the payment of special servicing fees and other additional compensation that the special servicer is entitled to receive;
	·	shortfalls resulting from interest on advances made by the master servicer, the special servicer or the trustee (to the extent not covered by late payment charges or default interest paid by the related borrower);
	·	shortfalls resulting from the application of appraisal reductions to reduce interest advances;
	·	shortfalls resulting from extraordinary expenses of the issuing entity including indemnification payments payable to the parties to the pooling and servicing agreement;
	·	shortfalls resulting from a modification of a mortgage loan’s interest rate or principal balance; and
	·	shortfalls resulting from other unanticipated or default-related expenses of the issuing entity.
	In addition, prepayment interest shortfalls on the mortgage loans that are not covered by certain compensating interest payments made by the master servicer are required to be allocated among the classes of certificates entitled to interest, on a pro rata basis, to reduce the amount of interest payable on each such class of certificates to the extent described in this prospectus. See “Description of the Certificates—Distributions—Priority of Distributions”.
F. Excess Interest	On each distribution date, any excess interest in respect of the increase in the interest rate on any mortgage loan with an anticipated repayment date after the related anticipated repayment date, to the extent actually collected and applied as interest during a collection period, will be distributed to the holders of the Class V certificates on the related distribution date. This excess interest will not be available to make distributions to any other class of certificates or to provide credit support for other classes of certificates or offset any interest shortfalls or to pay any other amounts to any other party under the pooling and servicing agreement.

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Advances
A. P&I Advances	The master servicer is required to advance a delinquent periodic payment on each mortgage loan (unless the master servicer or the special servicer determines that the advance would be non-recoverable). Neither the master servicer nor the trustee will be required to advance balloon payments due at maturity in excess of the regular periodic payment, interest in excess of a mortgage loan’s regular interest rate, default interest, late payment charges, prepayment premiums or yield maintenance charges.
	The amount of the interest portion of any advance will be subject to reduction to the extent that an appraisal reduction of the related mortgage loan has occurred (and with respect to any mortgage loan that is part of a whole loan, to the extent such appraisal reduction amount is allocated to the related mortgage loan). There may be other circumstances in which the master servicer will not be required to advance a full month of principal and/or interest. If the master servicer fails to make a required advance, the trustee will be required to make the advance, unless the trustee determines that the advance would be non-recoverable. If an interest advance is made by the master servicer, the master servicer will not advance the portion of interest that constitutes the servicing fee, but will advance the portion of interest that constitutes the regular monthly fees payable to the certificate administrator, the trustee, the operating advisor and the CREFC® license fee.
	None of the master servicer, the special servicer or the trustee will make, or be permitted to make, any principal or interest advance with respect to any companion loan that is not held by the issuing entity.
	See “Pooling and Servicing Agreement—Advances”.
B. Servicing Advances	The master servicer may be required to make advances with respect to mortgage loans and related serviced companion loans that it is required to service to pay delinquent real estate taxes, assessments and hazard insurance premiums and similar expenses necessary to:
	·	protect and maintain (and in the case of REO properties, lease and manage) the related mortgaged property;
	·	maintain the priority of the lien on the related mortgaged property; and/or
	·	enforce the related mortgage loan documents.
	The special servicer will have no obligation to make any servicing advances.
	If the master servicer fails to make a required advance of this type, the trustee will be required to make this advance. None of the master servicer, the special servicer or the trustee is required to advance amounts determined by such party to be non-recoverable.

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	See “Pooling and Servicing Agreement—Advances”.
	With respect to any non-serviced mortgage loan, the master servicer and/or the special servicer (and the trustee, as applicable) under the related pooling and servicing agreement governing the servicing of that non-serviced whole loan will be required to make similar advances with respect to delinquent real estate taxes, assessments and hazard insurance premiums as described above.
C. Interest on Advances	The master servicer, the special servicer and the trustee, as applicable, will be entitled to interest on the above described advances at the “Prime Rate” as published in The Wall Street Journal, as described in this prospectus. Interest accrued on outstanding advances may result in reductions in amounts otherwise payable on the certificates. Neither the master servicer nor the trustee will be entitled to interest on advances made with respect to principal and interest due on a mortgage loan until the related due date has passed and any grace period for late payments applicable to the mortgage loan has expired. See “Pooling and Servicing Agreement—Advances”.
	With respect to a non-serviced mortgage loan, the applicable makers of advances under the related pooling and servicing agreement governing the servicing of such non-serviced whole loan will similarly be entitled to interest on advances, and any accrued and unpaid interest on servicing advances made in respect of such non-serviced mortgage loan may be reimbursed from general collections on the other mortgage loans included in the issuing entity to the extent not recoverable from such non-serviced mortgage loan and to the extent allocable to the related non-serviced mortgage loan in accordance with the related intercreditor agreement.
	The Mortgage Pool
The Mortgage Pool	The issuing entity’s primary assets will be 64 fixed rate commercial mortgage loans, each evidenced by one or more promissory notes secured by first mortgages, deeds of trust, deeds to secure debt or similar security instruments on the fee and/or leasehold estate of the related borrowers in 91 commercial, multifamily or manufactured housing community properties. See “Description of the Mortgage Pool—Additional Indebtedness”.
	The aggregate principal balance of the mortgage loans as of the cut-off date will be approximately $806,195,160.
	Whole Loans
	Unless otherwise expressly stated in this prospectus, the term “mortgage loan” refers to each of the 64 commercial mortgage loans to be held by the issuing entity. Of the mortgage loans, each of the loans in the table below is part of a larger whole loan, each of which is comprised of the related mortgage loan and one or more loans that are pari passu in right of payment to the related mortgage loan (each referred to in this prospectus as a

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“pari passu companion loan” or a “companion loan”). The companion loans, together with their related mortgage loans, are each referred to in this prospectus as a “whole loan”.

Whole Loan Summary 

Mortgage Loan Name	Mortgage Loan Cut-off Date Balance	% of Initial Pool Balance	Pari Passu Companion Loan Cut-off Date Balance	Mortgage Loan LTV Ratio	Mortgage Loan Underwritten NCF DSCR
Sun MHC Portfolio	$75,000,000	9.3%	$29,066,000	72.2%	1.51x
Williamsburg Premium Outlets	$50,000,000	6.2%	$135,000,000	54.8%	2.52x
Intercontinental Kansas City Hotel	$45,000,000	5.6%	$30,140,000	65.1%	1.70x
Columbus Park Crossing	$40,000,000	5.0%	$30,500,000	75.0%	1.22x
Promenade Gateway	$30,000,000	3.7%	$60,000,000	50.0%	1.81x
Birch Run Premium Outlets	$20,000,000	2.5%	$103,000,000	59.4%	2.84x
Santa Monica Multifamily Portfolio	$20,000,000	2.5%	$62,450,000	65.0%	1.28x

The Sun MHC Portfolio, Intercontinental Kansas City Hotel and Columbus Park Crossing whole loans will be serviced by the master servicer and the special servicer pursuant to the pooling and servicing agreement for this transaction and are each referred to in this prospectus as a “serviced whole loan”, and the related companion loans are referred to in this prospectus as “serviced companion loans”.

Each of the Williamsburg Premium Outlets and Birch Run Premium Outlets whole loans, each a “servicing shift whole loan”, will initially be serviced by the master servicer and the special servicer pursuant to the pooling and servicing agreement for this transaction. After the applicable servicing shift securitization date, it is anticipated that the related servicing shift whole loan will be serviced under, and by the master servicer designated in (the “servicing shift master servicer”), the pooling and servicing agreement entered into in connection with such securitization (the “servicing shift pooling and servicing agreement”). Prior to the applicable servicing shift securitization date, the related servicing shift mortgage loan will be a “serviced whole loan”. On and after the applicable servicing shift securitization date, the related servicing shift whole loan will be a “non-serviced whole loan”.

Each loan identified in the following table will not be serviced under the pooling and servicing agreement for this transaction and instead will be serviced under a separate pooling and servicing agreement identified in the following table relating to a related companion loan and is, together with the related companion loan(s), referred to in this prospectus as a “non-serviced whole loan”. Each related mortgage loan is referred to as a “non-serviced mortgage loan” and each of the related companion loans are referred to in this prospectus as a “non-serviced companion loan”. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

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Non-Serviced Whole Loans

Loan Name	Transaction/Pooling and Servicing Agreement	% of Initial Pool Balance	Master Servicer	Special Servicer	Trustee	Certificate Administrator and Custodian	Directing Certificate- holder	Operating Advisor	Asset Representations Reviewer
Promenade Gateway	COMM 2016-CCRE28	3.7%	Wells Fargo Bank, National Association	Midland Loan Services, a Division of PNC Bank, National Association	Wilmington Trust, National Association	Wells Fargo Bank,  National Association	KKR Real Estate Finance Holdings  L.P.	Park Bridge Lender  Services LLC	Park Bridge Lender Services LLC
Santa Monica Multifamily Portfolio	COMM 2016-CCRE28	2.5%	Wells Fargo Bank, National Association	Midland Loan Services, a Division of  PNC Bank, National Association	Wilmington Trust,  National Association	Wells Fargo Bank,  National Association	KKR Real Estate Finance Holdings L.P.	Park Bridge Lender  Services LLC	Park Bridge Lender Services LLC

For further information regarding the whole loans, see “Description of the Mortgage Pool—The Whole Loans”, and for information regarding the servicing of the non-serviced whole loan, see “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Mortgage Loan Characteristics

The following tables set forth certain anticipated characteristics of the mortgage loans as of the cut-off date (unless otherwise indicated). Except as specifically provided in this prospectus, various information presented in this prospectus (including loan-to-value ratios, debt service coverage ratios, debt yields and cut-off date balances per net rentable square foot, pad, room or unit, as applicable) with respect to any mortgage loan with one or more pari passu companion loans is calculated including the principal balance and debt service payment of the related pari passu companion loan(s), but is calculated excluding any related mezzanine debt or preferred equity.

The sum of the numerical data in any column may not equal the indicated total due to rounding. Unless otherwise indicated, all figures and percentages presented in this “Summary of Terms” are calculated as described in “Description of the Mortgage Pool—Certain Calculations and Definitions” and, unless otherwise indicated, such figures and percentages are approximate and in each case, represent the indicated figure or percentage of the aggregate principal balance of the mortgage pool as of the cut-off date. The principal balance of each mortgage loan as of the cut-off date assumes the timely receipt of principal scheduled to be paid on or before the cut-off date and no defaults, delinquencies or prepayments on, or modifications of, any mortgage loan on or prior to the cut-off date. Whenever percentages and other information in this prospectus are presented on the mortgaged property level rather than the mortgage loan level, the information for mortgage loans secured by more than one mortgaged property (or comprised of more than one cross-collateralized mortgage loan) is based on allocated loan amounts as stated in Annex A-1.

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The mortgage loans will have the following approximate characteristics as of the cut-off date:

Cut-off Date Mortgage Loan Characteristics

	All Mortgage Loans
Initial Pool Balance(1)	$806,195,160
Number of mortgage loans	64
Number of mortgaged properties	91
Range of Cut-off Date Balances	$895,302 to $75,000,000
Average Cut-off Date Balance	$12,596,799
Range of Mortgage Rates	4.2090% to 5.4650%
Weighted average Mortgage Rate	4.6601%
Range of original terms to maturity(2)	60 months to 120 months
Weighted average original term to maturity(2)	119 months
Range of remaining terms to maturity(2)	58 months to 119 months
Weighted average remaining term to maturity(2)	116 months
Range of original amortization term(3)(4)	240 months to 360 months
Weighted average original amortization term(3)(4)	348 months
Range of remaining amortization terms(3)(4)	238 months to 360 months
Weighted average remaining amortization term(3)(4)	347 months
Range of LTV Ratios as of the Cut-Off Date(5)(6)(7)	31.8% to 75.0%
Weighted average LTV Ratio as of the Cut-Off Date(5)(6)(7)	64.9%
Range of LTV Ratios as of the maturity date(2)(5)(6)(7)	26.1% to 69.4%
Weighted average LTV Ratio as of the maturity date(2)(5)(6)(7)	56.5%
Range of UW NCF DSCR(5)(6)(8)	1.21x to 2.87x
Weighted average UW NCF DSCR(5)(6)(8)	1.59x
Range of UW NOI Debt Yield(5)(6)	6.5% to 23.0%
Weighted average UW NOI Debt Yield(5)(6)	10.3%
Percentage of Initial Pool Balance consisting of:
Interest Only-Amortizing Balloon	53.6%
Amortizing Balloon(3)(4)	30.5%
Interest Only	14.9%
ARD-Interest Only	0.0%
ARD-Interest Only-Amortizing Balloon	1.0%
ARD-Amortizing Balloon	0.0%

(1)	Subject to a permitted variance of plus or minus 5%.
(2)	With respect to any mortgage loan with an anticipated repayment date, calculated through or as of, as applicable, such anticipated repayment date.
(3)	Does not include mortgage loans that pay interest-only until their maturity dates or anticipated repayment dates.
(4)	Does not include interest-only mortgage loans or partial interest-only mortgage loans.
(5)	In the case of 1 group of 2 cross-collateralized and cross-defaulted mortgage loans, representing approximately 1.4% of the initial pool balance, the debt

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		service coverage ratios, loan-to-value ratios and debt yield have been calculated on an aggregate basis unless otherwise specifically indicated.
	(6)	In the case of 7 mortgage loans, collectively representing approximately 34.7% of the initial pool balance, each of which has one or more pari passu companion loans that are not included in the issuing entity, the debt service coverage ratios, loan-to-value ratios and debt yield have been calculated including the related pari passu companion loans.
	(7)	In the case of the mortgage loan secured by the portfolio of mortgaged properties identified on Annex A-1 as Sun MHC Portfolio, representing approximately 9.3% of the initial pool balance, the cut-off date loan-to-value ratio has been calculated based on the “portfolio appraised value” of $144,100,000, which reflects a discount attributed to the aggregate value of the 12 mortgaged properties as a whole. In the case of the mortgage loan secured by the mortgaged property identified on Annex A-1 as Intercontinental Kansas City Hotel, representing approximately 5.6% of the initial pool balance, (i) the cut-off date loan-to-value ratio has been calculated net of an approximately $15.9 million upfront PIP reserve and (ii) the maturity date loan-to-value ratio has been calculated based on the “as-stabilized” value as of January 1, 2018, which assumes that a PIP in the amount of approximately $15,898,677 (including items required under the related franchise agreement and other items specified in the Mortgage Loan agreement) is complete and that the hotel achieves occupancy, ADR and RevPAR of 75.0%, $197.76 and $147.81, respectively. In the case of the mortgage loans secured by the mortgaged properties identified on Annex A-1 North Point Center East and Hampton Inn Eau Claire representing approximately 7.7% and 1.0% of the initial pool balance, respectively, the cut-off date loan-to-value ratio and maturity date loan-to-value ratio has each been calculated based on the “as-complete” value for each such mortgaged property. The “as-complete” value refers to each such mortgaged property once certain construction, repairs or renovations for which reserves have been established, have been completed.
	(8)	Debt service coverage ratios are calculated using 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 or its anticipated repayment date, as applicable, such items are calculated based on the interest payments scheduled to be due on the first due date following the cut-off date and the 11 due dates thereafter for such mortgage loan and (ii) in the case of a mortgage loan that provides for an initial interest-only period that ends prior to maturity or its anticipated repayment date, as applicable, and provides for scheduled amortization payments thereafter, such items are calculated based on the monthly payment of principal and interest payable immediately following the expiration of the interest-only period.
	All of the mortgage loans accrue interest on an actual/360 basis.
	For further information regarding the Mortgage Loans, see “Description of the Mortgage Pool”.
Modified and Refinanced Loans	As of the cut-off date, none of the mortgage loans were modified due to a delinquency.
	With respect to the mortgaged property identified on Annex A-1 as Eastwood Square, which secures a mortgage loan representing approximately 1.3% of the initial pool balance, the $10,600,000 original principal balance mortgage loan refinanced a prior mortgage loan to the borrower secured by the mortgaged property and having an outstanding principal balance of $9,100,000 (and an original principal balance of $11,980,000). Such prior mortgage loan matured on November 5, 2015, and the current mortgage loan closed on November 24, 2015; accordingly the prior mortgage loan was in maturity default at the time the current mortgage loan was originated. The servicer of the prior loan issued the borrower a payoff letter dated November 10, 2015, which letter provided that it was effective through November 25, 2015.

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	With respect to the mortgaged properties identified on Annex A-1 as Bear Valley Medical and Business Center, Western Village MHC and Comfort Suites Kissimmee, which secure mortgage loans representing in the aggregate approximately 2.9% of the initial pool balance, each such mortgage loan refinanced a prior mortgage loan that experienced a maturity default, but no debt was forgiven in such refinancing and in each case the related mortgage loan was funded and paid off the prior mortgage loan approximately one month after the maturity date of the related prior mortgage loan.
	See “Description of the Mortgage Pool”.
Loans Underwritten Based on
Projections of Future Income	Five (5) of the mortgage loans, representing in the aggregate approximately 10.0% of the initial pool balance (by allocated loan amount), are each secured by mortgaged properties that 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.
	Three (3) of the mortgage loans, representing in the aggregate approximately 2.7% of the initial pool balance, are each secured by a mortgaged property that has 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/
	See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Mortgaged Properties With Limited Prior Operating History”.
Certain Variances from
Underwriting Standards	Certain of the mortgage loans may vary from the underwriting guidelines described in “Transaction Parties—The Sponsors and Mortgage Loan Sellers” with respect to the related third party materials requirements. See “Transaction Parties—The Sponsors and Mortgage Loan Sellers”. The mortgage loans to be contributed by German American Capital Corporation were originated in accordance with German American Capital Corporation’s underwriting standards, except with respect to the mortgaged properties identified on Annex A-1 as Columbus Park Crossing, Santa Clarita Marketplace and Santa Clarita Crossroads, Walgreens – Metairie, LA and Walgreens – Mauldin, SC, which secure mortgage loans representing approximately 5.0%, 1.2%, 0.7% and 0.6% of the initial pool balance, respectively, as described under “Transaction Parties—The Sponsors and Mortgage Loan Sellers —German American Capital Corporation—Exceptions”. The mortgage loans to be contributed by KeyBank National Association were originated in accordance with KeyBank National Association’s underwriting standards, except with respect to the mortgaged properties identified on Annex A-1 as Coral Island Shopping Center, Southeast Plaza and Storage Pros Antioch, which secure

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	mortgage loans representing approximately 1.7%, 1.4% and 0.4% of the initial pool balance, respectively, as described under “Transaction Parties—The Sponsors and Mortgage Loan Sellers —KeyBank National Association—Exceptions”. See “Transaction Parties—The Sponsors and Mortgage Loan Sellers—Jefferies LoanCore LLC—Exceptions”.
		Additional Aspects of Certificates
Denominations	The offered certificates with certificate balances will be issued, maintained and transferred only in minimum denominations of $10,000 and integral multiples of $1 in excess of $10,000. The offered certificates with notional amounts will be issued, maintained and transferred only in minimum denominations of authorized initial notional amounts of not less than $100,000 and in integral multiples of $1 in excess of $100,000.
Registration, Clearance and
Settlement	Each class of offered certificates will initially be registered in the name of Cede & Co., as nominee of The Depository Trust Company, or DTC.
	You may hold offered certificates through: (1) DTC in the United States; or (2) Clearstream Banking, société anonyme or Euroclear Bank, as operator of the Euroclear System. Transfers within DTC, Clearstream Banking, société anonyme or Euroclear Bank, as operator of the Euroclear System, will be made in accordance with the usual rules and operating procedures of those systems.
	We may elect to terminate the book-entry system through DTC (with the consent of the DTC participants), Clearstream Banking, société anonyme or Euroclear Bank, as operator of the Euroclear System, with respect to all or any portion of any class of the offered certificates.
	“Description of the Certificates—Delivery, Form, Transfer and Denomination—Book-Entry Registration”.
Information Available to
Certificateholders	On each distribution date, the certificate administrator will prepare and make available to each certificateholder a statement as to the distributions being made on that date. Additionally, under certain circumstances, certificateholders of record may be entitled to certain other information regarding the issuing entity. See “Description of the Certificates—Reports to Certificateholders; Certain Available Information”.
Deal Information/Analytics	Certain information concerning the mortgage loans and the certificates may be available to subscribers through the following services:
	·	BlackRock Financial Management, Inc., Bloomberg Financial Markets, L.P., Trepp, LLC, Intex Solutions, Inc., Interactive Data Corporation, Markit LLC and Thomson Reuters Corporation

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	·	The certificate administrator’s website initially located at https://tss.sfs.db.com/investpublic
	·	The master servicer’s website initially located at www.wellsfargo.com/com/comintro
Optional Termination	On any distribution date on which the aggregate principal balance of the mortgage pool is less than 1.0%, certain entities specified in this prospectus will have the option to purchase all of the remaining mortgage loans (and all property acquired through exercise of remedies in respect of any mortgage loan) at the price specified in this prospectus.
	The issuing entity may also be terminated in connection with a voluntary exchange of all the then-outstanding certificates (other than the Class V and Class R certificates) for the mortgage loans held by the issuing entity, provided that (i) the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C and Class D certificates are no longer outstanding and (ii) there is only one holder (or multiple holders acting unanimously) of the outstanding certificates (other than the Class V and Class R certificates).
	See “Pooling and Servicing Agreement—Termination; Retirement of Certificates”.
Required Repurchases or Substitutions of Mortgage Loans; Loss of Value
Payment	Under certain circumstances, the related mortgage loan seller may be obligated to (i) repurchase (without payment of any yield maintenance charge or prepayment premium) or substitute for an affected mortgage loan from the issuing entity or (ii) make a cash payment that would be deemed sufficient to compensate the issuing entity in the event of a document defect or a breach of a representation and warranty made by the related mortgage loan seller with respect to the mortgage loan in the mortgage loan purchase agreement that materially and adversely affects the value of the mortgage loan, the value of the related mortgaged property or the interests of any certificateholders in the mortgage loan or mortgaged property or causes the mortgage loan to be other than a “qualified mortgage” within the meaning of Code Section 860G(a)(3)(but without regard to the rule of Treas. Reg. Section 1.860G-2(f)(2) that causes a defective loan to be treated as a “qualified mortgage”). See “Description of the Mortgage Loan Purchase Agreements”.
Sale of Defaulted Loans	Pursuant to the pooling and servicing agreement, the special servicer is required to solicit offers for defaulted serviced mortgage loans (or a defaulted serviced whole loan) and/or related REO properties and accept the first (and, if multiple offers are received, the highest) cash offer from any person that constitutes a fair price for the defaulted serviced mortgage loan (or a defaulted whole loan) or related REO property, determined as described in “Pooling and Servicing Agreement—Realization Upon Mortgage Loans” and “—Sale of Defaulted Loans and REO Properties”, unless the special servicer determines, in

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	accordance with the servicing standard, that rejection of such offer would be in the best interests of the certificateholders and the related pari passu companion loan holders (as a collective whole as if such certificateholders and such companion loan holders constituted a single lender).
	If a non-serviced mortgage loan with a related pari passu companion loan becomes a defaulted mortgage loan and the special servicer under the related pooling and servicing agreement for the related pari passu companion loan determines to sell such pari passu companion loan, then that special servicer will be required to sell such non-serviced mortgage loan together with the related pari passu companion loan in a manner similar to that described above. See “Description of the Mortgage Pool—The Whole Loans—Williamsburg Premium Outlets Whole Loan”, “—Promenade Gateway Whole Loan”, “—Birch Run Premium Outlets Whole Loan” and “—Santa Monica Multifamily Portfolio Whole Loan”.
Tax Status	Elections will be made to treat designated portions of the issuing entity (exclusive of interest that is deferred after the anticipated repayment date of each mortgage loan with an anticipated repayment date and the excess interest distribution account) as two separate REMICs (the “Lower-Tier REMIC” and the “Upper-Tier REMIC” and each, a “Trust REMIC”), the lower-tier REMIC and the upper-tier REMIC – for federal income tax purposes.
	In addition, the portion of the issuing entity consisting of the excess interest accrued on the mortgage loan with an anticipated repayment date, beneficial ownership of which is represented by the Class V certificates, will be treated as a grantor trust for federal income tax purposes (the “Grantor Trust”).
	Pertinent federal income tax consequences of an investment in the offered certificates include:
	·	Each class of offered certificates will constitute REMIC “regular interests”.
	·	The offered certificates will be treated as newly originated debt instruments for federal income tax purposes.
	·	You will be required to report income on your offered certificates using the accrual method of accounting.
	·	It is anticipated that the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M and Class B certificates will be issued at a premium and that the Class Ccertificates will be issued with original issue discount for federal income tax purposes.
	See “Material Federal Income Tax Considerations”.
Certain ERISA Considerations	Subject to important considerations described in “Certain ERISA Considerations”, the offered certificates are eligible for purchase by persons investing assets of employee benefit plans or individual retirement accounts.

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Legal Investment	None of the certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended.
	If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities, then you may be subject to restrictions on investment in the offered certificates. You should consult your own legal advisors for assistance in determining the suitability of and consequences to you of the purchase, ownership, and sale of the offered certificates.
	The issuing entity will not be registered under the Investment Company Act of 1940, as amended. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended contained in Section 3(c)(5) of the Investment Company Act of 1940, as amended, or Rule 3a-7 under the Investment Company Act of 1940, as amended, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined in this prospectus).
	See “Legal Investment”.
Ratings	The offered certificates will not be issued unless each of the offered classes receives credit rating from one or more of the nationally recognized statistical rating organizations engaged by the depositor to rate the offered certificates. The decision not to engage one or more other rating agencies in the rating of certain classes of offered certificates to be issued in connection with this transaction, may negatively impact the liquidity, market value and regulatory characteristics of those classes of offered certificates. Neither the depositor nor any other person or entity will have any duty to notify you if any other nationally recognized statistical rating organization issues, or delivers notice of its intention to issue, unsolicited ratings on one or more classes of offered certificates after the date of this prospectus.
	See “Risk Factors—Other Risks Relating to the Certificates—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded” and “Ratings”.

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Risk Factors

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

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

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

The Certificates May Not Be a Suitable Investment for You

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

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

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

Risks Related to Market Conditions and Other External Factors

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

In recent years, the real estate and securitization markets, including the market for commercial mortgage-backed securities (“CMBS”), experienced significant dislocations, illiquidity and volatility. We cannot assure you that another dislocation in CMBS will not occur.

Any economic downturn may adversely affect the financial resources of borrowers under commercial mortgage loans and may result in their inability to make payments on, or refinance, their outstanding mortgage debt when due or to sell their mortgaged properties for an aggregate amount sufficient to pay off the outstanding debt when due. As a result, distributions of principal and interest on your certificates, and the value of your certificates, could be adversely affected.

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Other Events May Affect the Value and Liquidity of Your Investment

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

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

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

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

Risks Relating to the Mortgage Loans

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

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

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

Although the mortgage loans generally are non-recourse in nature, certain mortgage loans contain non-recourse carveouts for liabilities such as a result of fraud by the borrower, certain voluntary insolvency proceedings or other matters. Certain mortgage loans described in “Description of the Mortgage Pool—Non-Recourse Carveout Limitations” either do not contain non-recourse carveouts or contain material limitations to non-recourse carveouts. Often these obligations are guaranteed by an affiliate of the related borrower, although liability under any such guaranty may be capped or otherwise limited in amount or scope. Furthermore, the guarantor’s net worth and liquidity may be less (and in some cases, materially less) than amounts due under the related mortgage loan or the guarantor’s sole asset may be its interest in the related borrower. Certain mortgage loans may have the benefit of a general payment guaranty of a portion of the indebtedness under the mortgage loan. In all cases, however, the mortgage loans should be considered to be non-recourse obligations because neither the depositor nor the sponsors make any representation or warranty as to the obligation or ability of any borrower or guarantor to pay any deficiencies between any foreclosure proceeds and the mortgage loan indebtedness.

Risks of Commercial and Multifamily Lending Generally

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

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The net operating incomes and property values of the mortgaged properties may be adversely affected by a large number of factors. Some of these factors relate to the properties themselves, such as:

· the age, design and construction quality of the properties;

· perceptions regarding the safety, convenience and attractiveness of the properties;

· the characteristics and desirability of the area where the property is located;

· the strength and nature of the local economy, including labor costs and quality, tax environment and quality of life for employees;

· the proximity and attractiveness of competing properties;

· the adequacy of the property’s management and maintenance;

· increases in interest rates, real estate taxes and operating expenses at the property and in relation to competing properties;

· an increase in the capital expenditures needed to maintain the properties or make improvements;

· a decline in the businesses operated by tenants or in their financial condition;

· an increase in vacancy rates; and

· a decline in rental rates as leases are renewed or entered into with new tenants.

Other factors are more general in nature, such as:

· national or regional economic conditions, including plant closings, military base closings, industry slowdowns and unemployment rates;

· local real estate conditions, such as an oversupply of competing properties;

· demographic factors;

· consumer confidence;

· consumer tastes and preferences;

· retroactive changes in building codes;

· changes or continued weakness in specific industry segments;

· location of certain mortgaged properties in less densely populated or less affluent areas; and

· the public perception of safety for customers and clients.

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

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

· the quality and creditworthiness of tenants;

· tenant defaults;

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

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

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

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

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

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

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

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

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

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

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

Certain tenants currently may be in a rent abatement period. We cannot assure you that such tenants will be in a position to pay full rent when the abatement period expires. We cannot assure you that the net operating income contributed by the mortgaged properties will remain at its current or past levels. See “Description of the Mortgage Pool—Tenant Issues”.

A Tenant Concentration May Result in Increased Losses.  Mortgaged properties that are owner-occupied or leased to a single tenant, or a tenant that makes up a significant portion of the rental income, also are more susceptible to interruptions of cash flow if that tenant’s business operations are negatively impacted or if such tenant fails to renew its lease. This is so because:

· the financial effect of the absence of rental income may be severe;

· more time may be required to re-lease the space; and

· substantial capital costs may be incurred to make the space appropriate for replacement tenants.

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In the event of a default by that tenant, if the related lease expires prior to the mortgage loan maturity date and the related tenant fails to renew its lease or if such tenant exercises an early termination option, there would likely be an interruption of rental payments under the lease and, accordingly, insufficient funds available to the borrower to pay the debt service on the mortgage loan. In certain cases where the tenant owns the improvements on the mortgaged property, the related borrower may be required to purchase such improvements in connection with the exercise of its remedies.

With respect to certain of these mortgaged properties that are leased to a single tenant, the related leases may expire prior to, or soon after, the maturity dates of the mortgage loans or the related tenant may have the right to terminate the lease prior to the maturity date of the mortgage loan. If the current tenant does not renew its lease on comparable economic terms to the expired lease, if a single tenant terminates its lease or if a suitable replacement tenant does not enter into a new lease on similar economic terms, there could be a negative impact on the payments on the related mortgage loan.

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

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

Mortgaged Properties Leased to Multiple Tenants Also Have Risks. If a mortgaged property has multiple tenants, re-leasing expenditures may be more frequent than in the case of mortgaged properties with fewer tenants, thereby reducing the cash flow available for payments on the related mortgage loan. Multi-tenant mortgaged properties also may experience higher continuing vacancy rates and greater volatility in rental income and expenses. See Annex A-1 for tenant lease expiration dates for the 5 largest tenants at each mortgaged property.

Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks. If a mortgaged property is leased in whole or substantial part to the borrower under the mortgage loan or to an affiliate of the borrower, there may be conflicts. For instance, it is more likely a landlord will waive lease conditions for an affiliated tenant than it would for an unaffiliated tenant. We cannot assure you that the conflicts arising where a borrower is affiliated with a tenant at a mortgaged property will not adversely impact the value of the related mortgage loan.

In certain cases, an affiliated lessee may be a tenant under a master lease with the related borrower, under which the tenant is obligated to make rent payments but does not occupy any space at the mortgaged property. Master leases in these circumstances may be used to bring occupancy to a “stabilized” level with the intent of finding additional tenants to occupy some or all of the master leased space, but may not provide additional economic support for the mortgage loan. If a mortgaged property is leased in whole or substantial part to the borrower or to an affiliate of the borrower, a deterioration in the financial condition of the borrower or its affiliates could significantly affect the borrower’s ability to perform under the mortgage loan as it would directly interrupt the cash flow from the mortgaged property if the borrower’s or its affiliate’s financial condition worsens. We cannot assure you that any space leased by a borrower or an affiliate of the borrower will eventually be occupied by third party tenants.

See “Description of the Mortgage Pool—Tenant Issues—Affiliated Leases” for information on properties leased in whole or in part to borrowers and their affiliates.

Tenant Bankruptcy Could Result in a Rejection of the Related Lease. The bankruptcy or insolvency of a major tenant or a number of smaller tenants, such as in retail properties, may have an adverse

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

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

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

Early Lease Termination Options May Reduce Cash Flow. Leases often give tenants the right to terminate the related lease, abate or reduce the related rent, and/or exercise certain remedies against the related borrower for various reasons or upon various conditions, including:

· if the related borrower allows uses at the mortgaged property in violation of use restrictions in current tenant leases,

· if the related borrower or any of its affiliates owns other properties within a certain radius of the mortgaged property and allows uses at those properties in violation of use restrictions,

· if the related borrower fails to provide a designated number of parking spaces,

· if there is construction at the related mortgaged property or an adjacent property (whether or not such adjacent property is owned or controlled by the borrower or any of its affiliates) that may interfere with visibility of, access to or a tenant’s use of the mortgaged property or otherwise violate the terms of a tenant’s lease,

· upon casualty or condemnation with respect to all or a portion of the mortgaged property that renders such mortgaged property unsuitable for a tenant’s use or if the borrower fails to rebuild

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such mortgaged property within a certain time or if the casualty or condemnation occurs within a specified period of the lease expiration date,

· if a tenant’s use is not permitted by zoning or applicable law,

· if the tenant is unable to exercise an expansion right,

· if the landlord defaults on its obligations under the lease,

· if a landlord leases space at the mortgaged property or within a certain radius of the mortgaged property to a competitor,

· if the tenant fails to meet certain sales targets or other business objectives for a specified period of time,

· if significant tenants at the subject property go dark or terminate their leases, or if a specified percentage of the mortgaged property is unoccupied,

· if the landlord violates the tenant’s exclusive use rights for a specified period of time,

· if the related borrower violates covenants under the related lease or if third parties take certain actions that adversely affect such tenants’ business or operations,

· in the case of government sponsored tenants, any time or for lack of appropriations, or

· if the related borrower violates covenants under the related lease or if third parties take certain actions that adversely affect such tenants’ business or operations.

In certain cases, compliance or satisfaction of landlord covenants may be the responsibility of a third party affiliated with the borrower or, in the event that partial releases of the applicable mortgaged property are permitted, an unaffiliated or affiliated third party.

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

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

Retail Properties Have Special Risks

The value of retail properties is significantly affected by the quality of the tenants as well as fundamental aspects of real estate, such as location and market demographics, as further described in “—Risks of Commercial and Multifamily Lending Generally” and “—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases” above. The correlation between success of tenant business and a retail property’s value may be more direct with respect to retail

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properties than other types of commercial property because a component of the total rent paid by certain retail tenants is often tied to a percentage of gross sales.

Whether a retail property is “anchored”, “shadow anchored” or “unanchored” is also an important consideration. Retail properties that have anchor tenant-owned stores often have reciprocal easement and/or operating agreements (each, an “REA”) between the retail property owner and such anchor tenants containing certain operating and maintenance covenants. Although an anchor tenant is often required to pay a contribution toward common area maintenance and real estate taxes on the improvements and related real property, an anchor tenant that owns its own parcel does not pay rent. However, the presence or absence of an “anchor tenant” or a “shadow anchor tenant” in or near a retail property also can be important because anchors play a key role in generating customer traffic and making a retail property desirable for other tenants. Many of the retail properties that will secure one or more mortgage loans will also have shadow anchor tenants. An “anchor tenant” is located on the related mortgaged property, usually proportionately larger in size than most or all other tenants in the mortgaged property and is vital in attracting customers to a retail property. A “shadow anchor tenant” is usually proportionally larger in size than most tenants in the mortgaged property, is important in attracting customers to a retail property and is located sufficiently close and convenient to the mortgaged property so as to influence and attract potential customers, but is not located on the mortgaged property.

The economic performance of an anchored or shadow anchored retail property will consequently be adversely affected by:

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

· if the anchor tenant or shadow anchor tenant decides to vacate;

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

· the cessation of the business of an anchor tenant, a shadow anchor tenant or a self-owned anchor or a change in use or in the nature of its retail operations (notwithstanding its continued payment of rent).

If anchor stores in a mortgaged property were to close, the related borrower may be unable to replace those anchors in a timely manner or without suffering adverse economic consequences. In addition, it is common for anchor tenants and non-anchor tenants at anchored or shadowed anchored retail centers to have co-tenancy clauses and/or operating covenants in their leases or operating agreements that permit those tenants or anchor stores to cease operating, reduce rent or terminate their leases if the anchor or shadow anchor tenant goes dark or is otherwise no longer in occupancy. Even if non-anchor tenants do not have termination or rent abatement rights, because the anchor or shadow anchor tenant plays a key role in generating customer traffic and making a center desirable for other tenants, the loss of an anchor tenant may have a material adverse impact on the non-anchor tenant’s ability to operate, which may in turn adversely impact the borrower’s ability to meet its obligations under the related loan documents. In addition, in the event that a “shadow anchor” fails to renew its lease, terminates its lease or otherwise ceases to conduct business within a close proximity to the mortgaged property, customer traffic at the mortgaged property may be substantially reduced. If an anchor tenant goes dark, generally the borrower’s only remedy is to terminate that lease after the anchor tenant has been dark for a specified amount of time.

We cannot assure you that if anchor tenants or shadow anchor tenants at a particular mortgaged property were to close or otherwise become vacant or remain vacant, such anchor tenants or shadow anchor tenants, as applicable, would be replaced in a timely manner or, if part of the collateral for the related mortgage loan, without incurring material additional costs to the related borrower and resulting in adverse economic effects.

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In addition, certain of the tenants of the retail properties may have operating covenants in their leases or operating agreements which permit those tenants to cease operating, reduce rent or terminate their leases if a specified percentage of the related mortgaged property is vacant.

Certain of the tenants of the retail properties may have operating covenants in their leases or operating agreements which permit those tenants to cease operating, reduce rent or terminate their leases if the subject store is not meeting the minimum sales requirement under its lease.

In addition, the limited adaptability of certain shopping malls that have proven unprofitable may result in high (and possibly extremely high) loss severities on mortgage loans secured by those shopping malls. For example, it is possible that a significant amount of advances made by the applicable servicer(s) of a mortgage loan secured by a shopping mall property, combined with low liquidation proceeds in respect of that property, may result in a loss severity exceeding 100% of the outstanding principal balance of that mortgage loan.

Certain tenant estoppels will have been obtained in connection with the origination of the mortgage loans that may 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 termination or attempted termination of the applicable lease or REA by the tenant or to litigation against the related borrower. We cannot assure you that these tenant disputes will not have a material adverse effect on the ability of the related borrowers to repay their portion of the mortgage loan. In addition, we cannot assure you that the tenant estoppels obtained identify all potential disputes that may arise with the subject tenants or that potential disputes do not exist with tenants who did not provide estoppels prior to origination. We cannot assure you that the failure to have obtained related estoppel information will not have a material adverse effect on the related mortgage loans.

Rental payments from tenants of retail properties typically comprise the largest portion of the net operating income of those mortgaged properties. We cannot assure you that the rate of occupancy at the stores will remain at the levels described in this prospectus or that the net operating income contributed by the mortgaged properties will remain at the level specified in this prospectus or past levels.

Retail properties also face competition from sources outside a given real estate market. For example, all of the following compete with more traditional retail properties for consumer dollars: factory outlet centers, discount shopping centers and clubs, catalogue retailers, home shopping networks, internet websites, and telemarketing. Continued growth of these alternative retail outlets (which often have lower operating costs) could adversely affect the rents collectible at the retail properties included in the mortgage pool, as well as the income from, and market value of, the mortgaged properties and the related borrower’s ability to refinance such property. Moreover, additional competing retail properties may be built in the areas where the retail properties are located.

Certain retail properties have specialty use tenants. See “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” below.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Retail Properties”.

Office Properties Have Special Risks

In addition to the factors discussed in “—Risks of Commercial and Multifamily Lending Generally” and “—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases” above, other factors may adversely affect the financial performance and value of office properties, including:

· the physical attributes of the building in relation to competing buildings (e.g., age, condition, design, appearance, access to transportation and ability to offer certain amenities, such as sophisticated building systems and/or business wiring requirements);

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· the adaptability of the building to changes in the technological needs of the tenants;

· an adverse change in population, patterns of telecommuting or sharing of office space, and employment growth (which creates demand for office space); and

· in the case of medical office properties, the performance of a medical office property may depend on (a) the proximity of such property to a hospital or other healthcare establishment, (b) reimbursements for patient fees from private or government sponsored insurers, (c) its ability to attract doctors and nurses to be on staff, and (d) its ability to afford and acquire the latest medical equipment. Issues related to reimbursement (ranging from nonpayment to delays in payment) from such insurers could adversely impact cash flow at such mortgaged property.

Moreover, the cost of refitting office space for a new tenant is often higher than the cost of refitting other types of properties for new tenants.

If one or more major tenants at a particular office property were to close or remain vacant, we cannot assure you that such tenants would be replaced in a timely manner or without incurring material additional costs to the related borrower and resulting in an adverse effect on the financial performance of the property.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Office Properties”.

Hospitality Properties Have Special Risks

In addition to the factors discussed in “—Risks of Commercial and Multifamily Lending Generally” above, various other factors may adversely affect the financial performance and value of hospitality properties, including:

· adverse economic and social conditions, either local, regional or national (which may limit the amount that can be charged for a room and reduce occupancy levels);

· continuing expenditures for modernizing, refurbishing and maintaining existing facilities prior to the expiration of their anticipated useful lives;

· ability to convert to alternative uses which may not be readily made;

· a deterioration in the financial strength or managerial capabilities of the owner or operator of a hospitality property;

· changes in travel patterns caused by general adverse economic conditions, fear of terrorist attacks, adverse weather conditions and changes in access, energy prices, strikes, travel costs, relocation of highways, the construction of additional highways, concerns about travel safety or other factors; and

· relative illiquidity of hospitality investments which limits the ability of the borrowers and property managers to respond to changes in economic or other conditions.

Because rooms are generally rented for short periods of time, the financial performance of hospitality properties tends to be affected by adverse economic conditions and competition more quickly than other commercial properties. Additionally, as a result of high operating costs, relatively small decreases in revenue can cause significant stress on a property’s cash flow.

Moreover, the hospitality and lodging industry is generally seasonal in nature and different seasons affect different hospitality properties differently depending on type and location. This seasonality can be expected to cause periodic fluctuations in a hospitality property’s room and restaurant revenues, occupancy levels, room rates and operating expenses. We cannot assure you that cash flow will be

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sufficient to offset any shortfalls that occur at the mortgaged property during slower periods or that the related mortgage loans provide for seasonality reserves, or if seasonality reserves are provided for, that such reserves will be funded or will be sufficient or available to fund such shortfalls.

In addition, some of the hospitality properties are limited-service, select service or extended stay hotels. Hospitality properties that are limited-service, select service or extended stay hotels may subject a lender to more risk than full-service hospitality properties as they generally require less capital for construction than full-service hospitality properties. In addition, as limited-service, select service or extended stay hotels generally offer fewer amenities than full-service hospitality properties, they are less distinguishable from each other. As a result, it is easier for limited-service, select service or extended stay hotels to experience increased or unforeseen competition.

In addition to hotel operations, some hospitality properties also operate entertainment complexes that include restaurants, lounges, nightclubs and/or banquet and meeting spaces and may derive a significant portion of the related property’s revenue from such operations. Consumer demand for entertainment resorts is particularly sensitive to downturns in the economy and the corresponding impact on discretionary spending on leisure activities. Changes in discretionary consumer spending or consumer preferences could be driven by factors such as perceived or actual general economic conditions, high energy, fuel and food costs, the increased cost of travel, the weakened job market, perceived or actual disposable consumer income and wealth, fears of recession and changes in consumer confidence in the economy, or fears of war and future acts of terrorism. These factors could reduce consumer demand for the leisure activities that the property offers, thus imposing practical limits on pricing and harming operations. Restaurants and nightclubs are particularly vulnerable to changes in consumer preferences. In addition, a nightclub’s, restaurant’s or bar’s revenue is extremely dependent on its popularity and perception. These characteristics are subject to change rapidly and we cannot assure you that any of a hospitality property’s nightclubs, restaurants or bars will maintain their current level of popularity or perception in the market. Any such change could have a material adverse effect on the net cash flow of the property.

Some of the hospitality properties have liquor licenses associated with the mortgaged property. The liquor licenses for these mortgaged properties are generally held by affiliates of the related borrowers, unaffiliated managers or operating lessees. The laws and regulations relating to liquor licenses generally prohibit the transfer of such licenses to any person, or condition such transfer on the prior approval of the governmental authority that issued the license. In the event of a foreclosure of a hospitality property that holds a liquor license, the special servicer on behalf of the issuing entity or a purchaser in a foreclosure sale would likely have to apply for a new license, which might not be granted or might be granted only after a delay that could be significant. We cannot assure you that a new license could be obtained promptly or at all. The lack of a liquor license in a hospitality property could have an adverse impact on the revenue from the related mortgaged property or on the hospitality property’s occupancy rate.

In addition, hospitality properties may be structured with a master lease (or operating lease) in order to minimize potential liabilities of the borrower. Under the master lease structure, an operating lessee (typically affiliated with the borrower) is also an obligor under the related mortgage loan and the operating lessee borrower pays rent to the fee owner borrower.

In addition, there may be risks associated with hospitality properties that have not entered into or become a party to any franchise agreement, license agreement or other “flag”. Hospitality properties often enter into these types of agreements in order to align the hospitality property with a certain public perception or to benefit from a centralized reservation system. We cannot assure you that hospitality properties that lack such benefits will be able to operate successfully on an independent basis.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Hospitality Properties”.

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Risks Relating to Affiliation with a Franchise or Hotel Management Company

The performance of a hospitality property affiliated with a franchise or hotel management company depends in part on:

· the continued existence and financial strength of the franchisor or hotel management company;

· the public perception of the franchise or hotel chain service mark; and

· the duration of the franchise licensing or management agreements.

The continuation of a franchise agreement, license agreement or hotel management agreement is subject to specified operating standards and other terms and conditions set forth in such agreements. The failure of a borrower to maintain such standards or adhere to other applicable terms and conditions, such as property improvement plans, could result in the loss or cancellation of their rights under the franchise, license or management agreement. We cannot assure you that a replacement franchise could be obtained in the event of termination. In addition, replacement franchises, licenses and/or hospitality property managers may require significantly higher fees as well as the investment of capital to bring the hospitality property into compliance with the requirements of the replacement franchisor, licensor and/or hospitality property manager. Any provision in a franchise agreement or management agreement providing for termination because of a bankruptcy of a franchisor or manager generally will not be enforceable.

The transferability of franchise agreements, license agreements and property management agreements may be restricted. In the event of a foreclosure, the lender may not have the right to use the franchise license without the franchisor’s consent or the manager might be able to terminate the management agreement. Conversely, in the case of certain mortgage loans, the lender may be unable to remove a franchisor/licensor or a hotel management company that it desires to replace following a foreclosure and, further, may be limited as regards the pool of potential transferees for a foreclosure, licensor or real estate owned property.

In some cases where a hospitality property is subject to a license or franchise agreement, the licensor or franchisor has required or may in the future require the completion of various repairs and/or renovations pursuant to a property improvement plan issued by the licensor or franchisor. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Redevelopment, Renovation and Expansion”. Failure to complete those repairs and/or renovations in accordance with the plan could result in the hospitality property losing its license or franchise. Annex A-1 and the related footnotes set forth the amount of reserves, if any, established under the related mortgage loans in connection with any of those repairs and/or renovations. We cannot assure you that any amounts reserved will be sufficient to complete the repairs and/or renovations required with respect to any affected hospitality property. In addition, in some cases, those reserves will be maintained by the franchisor or property manager. Furthermore, the lender may not require a reserve for repairs and/or renovations in all instances.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Hospitality Properties”.

Manufactured Housing Community Properties Have Special Risks

In addition to the factors discussed in “—Risks of Commercial and Multifamily Lending Generally” and “—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases” above, other factors may adversely affect the financial performance and value of manufactured housing community properties, including:

· the number of competing residential developments in the local market, such as other manufactured housing community properties, apartment buildings and site built single family homes;

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

· the location of the manufactured housing community property;

· the presence and/or continued presence of sufficient manufactured homes at the manufactured housing community property (manufactured homes are not generally part of the collateral for a mortgage loan secured by a manufactured housing community property; rather, the pads upon which manufactured homes are located are leased to the owners of such manufactured homes; manufactured homes may be moved from a manufactured housing community property);

· the type of services or amenities it provides;

· any age restrictions;

· the property’s reputation; and

· state and local regulations, including rent control and rent stabilization.

The manufactured housing community properties have few improvements (which are highly specialized) and are “single 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 community property may be substantially less, relative to the amount owing on the related mortgage loan, than would be the case if the manufactured housing community property were readily adaptable to other uses.

Some manufactured housing community properties are either recreational vehicle resorts or have a significant portion of the properties that are intended for short-term recreational vehicle hook-ups, and tenancy of these communities may vary significantly by season. This seasonality may cause periodic fluctuations in revenues, tenancy levels, rental rates and operating expenses for these properties.

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

In the case of manufactured housing community mortgaged properties for which the current use or building conformation is deemed legally nonconforming for zoning purposes, limitations on rebuilding following a casualty can have significant and adverse economic effect on the related mortgaged property. First, zoning ordinances frequently establish a damage threshold beyond which the current use or conformation has to conform to current requirements. Where the units themselves are included in the calculation of the damage threshold (as opposed to the calculation being based solely on the underlying pads), or where the units themselves are separately subject to the damage threshold, it is more probable that the damage threshold will be exceeded by manufactured housing community mortgaged properties than for other types of mortgaged properties under comparable circumstances (and property value may be impaired by restrictions on replacing the units). Second, even where proceeds from casualty insurance, including law and ordinance coverage, are available, the value of insured improvements is generally much less than the loan amount. We cannot assure you that, if a casualty results in the manufactured housing community uses or other zoning characteristics, such as setbacks, no longer being permitted by the applicable zoning regulations, the lender will be able to recognize sufficient proceeds from the exercise of foreclosure or equivalent remedies or available insurance to avoid losses on the manufactured housing community mortgage loans.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Manufactured Housing Community Properties”.

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Multifamily Properties Have Special Risks

In addition to the factors discussed in “—Risks of Commercial and Multifamily Lending Generally” above, other factors may adversely affect the financial performance and value of multifamily properties, including:

· the quality of property management;

· the ability of management to provide adequate maintenance and insurance;

· the types of services or amenities that the property provides;

· the property’s reputation;

· the level of mortgage interest rates, which may encourage tenants to purchase rather than lease housing;

· the generally short terms of residential leases and the need for continued reletting;

· rent concessions and month-to-month leases, which may impact cash flow at the property;

· the tenant mix, such as the tenant population being predominantly students or being heavily dependent on workers from a particular business or industry or personnel from or workers related to a local military base;

· in the case of student housing facilities or properties leased primarily to students, which may be more susceptible to damage or wear and tear than other types of multifamily housing, the reliance on the financial well-being of the college or university to which it relates, competition from on campus housing units, which may adversely affect occupancy, the physical layout of the housing, which may not be readily convertible to traditional multifamily use, and that student tenants have a higher turnover rate than other types of multifamily tenants, which in certain cases is compounded by the fact that student leases are available for periods of less than 12 months;

· certain multifamily properties may be considered to be “flexible apartment properties”. Such properties have a significant percentage of units leased to tenants under short-term leases (less than one year in term), which creates a higher turnover rate than for other types of multifamily properties;

· restrictions on the age of tenants who may reside at the property;

· dependence upon governmental programs that provide rent subsidies to tenants pursuant to tenant voucher programs, which vouchers may be used at other properties and influence tenant mobility;

· adverse local, regional or national economic conditions, which may limit the amount of rent that may be charged and may result in a reduction of timely rent payments or a reduction in occupancy levels;

· state and local regulations, which may affect the building owner’s ability to increase rent to market rent for an equivalent apartment; and

· the existence of government assistance/rent subsidy programs, and whether or not they continue and provide the same level of assistance or subsidies.

Certain states regulate the relationship of an owner and its tenants. Commonly, these laws require a written lease, good cause for eviction, disclosure of fees, and notification to residents of changed land use, while prohibiting unreasonable rules, retaliatory evictions, and restrictions on a resident’s choice of

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unit vendors. Apartment building owners have been the subject of suits under state “Unfair and Deceptive Practices Acts” and other general consumer protection statutes for coercive, abusive or unconscionable leasing and sales practices. A few states offer more significant protection. For example, there are provisions that limit the bases on which a landlord may terminate a tenancy or increase its rent or prohibit a landlord from terminating a tenancy solely by reason of the sale of the owner’s building.

In addition to state regulation of the landlord tenant relationship, numerous counties and municipalities impose rent control on apartment buildings. These ordinances may limit rent increases to fixed percentages, to percentages of increases in the consumer price index, to increases set or approved by a governmental agency, or to increases determined through mediation or binding arbitration. Any limitations on a borrower’s ability to raise property rents may impair such borrower’s ability to repay its multifamily loan from its net operating income or the proceeds of a sale or refinancing of the related multifamily property.

Certain of the mortgage loans may be secured in the future by mortgaged properties that are subject to certain affordable housing covenants and other covenants and restrictions with respect to various tax credit, city, state and federal housing subsidies, rent stabilization or similar programs, in respect of various units within the mortgaged properties. The limitations and restrictions imposed by these programs could result in losses on the mortgage loans. In addition, in the event that the program is cancelled, it could result in less income for the project. These programs may include, among others:

· rent limitations that would adversely affect the ability of borrowers to increase rents to maintain the condition of their mortgaged properties and satisfy operating expense; and

· tenant income restrictions that may reduce the number of eligible tenants in those mortgaged properties and result in a reduction in occupancy rates.

The difference in rents between subsidized or supported properties and other multifamily rental properties in the same area may not be a sufficient economic incentive for some eligible tenants to reside at a subsidized or supported property that may have fewer amenities or be less attractive as a residence. As a result, occupancy levels at a subsidized or supported property may decline, which may adversely affect the value and successful operation of such property.

Certain of the multifamily properties may be residential cooperative buildings where the land under the building is owned or leased by a non-profit residential cooperative corporation. The cooperative owns all the units in the building and all common areas. Its tenants own stock, shares or membership certificates in the corporation. This ownership entitles the tenant-stockholders to proprietary leases or occupancy agreements which confer exclusive rights to occupy specific units. Generally, the tenant-stockholders make monthly maintenance payments which represent their share of the cooperative corporation’s mortgage loan payments, real property taxes, reserve contributions and capital expenditures, maintenance and other expenses, less any income the corporation may receive. These payments are in addition to any payments of principal and interest the tenant-stockholder may be required to make on any loans secured by its shares in the cooperative.

A number of factors may adversely affect the value and successful operation of a residential cooperative property. Some of these factors include:

· the primary dependence of a borrower upon maintenance payments and any rental income from units or commercial areas to meet debt service obligations;

· the initial concentration of shares relating to occupied rental units of the sponsor, owner or investor after conversion from rental housing, which may result in an inability to meet debt service obligations on the residential cooperative corporation’s mortgage loan if the sponsor, owner or investor is unable to make the required maintenance payments;

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· the failure of a borrower to qualify for favorable tax treatment as a “cooperative housing corporation” each year, which may reduce the cash flow available to make payments on the related mortgage loan; and

· that, upon foreclosure, in the event a cooperative property becomes a rental property, certain units could be subject to rent control, stabilization and tenants’ rights laws, at below market rents, which may affect rental income levels and the marketability and sale proceeds of the rental property as a whole.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Multifamily Properties”.

Industrial Properties Have Special Risks

In addition to the factors discussed in “—Risks of Commercial and Multifamily Lending Generally” and “—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases” above, other factors may adversely affect the financial performance and value of industrial properties, including:

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

· the property becoming functionally obsolete;

· building design and adaptability;

· unavailability of labor sources;

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

· changes in proximity of supply sources;

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

· the location of the property.

Industrial properties may be adversely affected by reduced demand for industrial space occasioned by a decline in a particular industry segment in which the related tenant(s) conduct their businesses (for example, a decline in consumer demand for products sold by a tenant using the property as a distribution center). In addition, a particular industrial or warehouse property that suited the needs of its original tenant may be difficult to relet to another tenant or may become functionally obsolete relative to newer properties. Furthermore, lease terms with respect to industrial properties are generally for shorter periods of time and may result in a substantial percentage of leases expiring in the same year at any particular industrial property. In addition, mortgaged properties used for many industrial purposes are more prone to environmental concerns than other property types.

Aspects of building site design and adaptability affect the value of an industrial property. Site characteristics that are generally desirable to a warehouse/industrial property include high clear ceiling heights, wide column spacing, a large number of bays (loading docks) and large bay depths, divisibility, a layout that can accommodate large truck minimum turning radii and overall functionality and accessibility.

In addition, because of unique construction requirements of many industrial properties, any vacant industrial property space may not be easily converted to other uses. Thus, if the operation of any of the industrial properties becomes unprofitable due to competition, age of the improvements or other factors such that the borrower becomes unable to meet its obligations on the related mortgage loan, the liquidation value of that industrial property may be substantially less, relative to the amount owing on the

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related mortgage loan, than would be the case if the industrial property were readily adaptable to other uses.

Location is also important because an industrial property requires the availability of labor sources, proximity to supply sources and customers and accessibility to rail lines, major roadways and other distribution channels.

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.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Industrial Properties”.

Self-Storage Properties Have Special Risks

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:

· decreased demand;

· competition;

· lack of proximity to apartment complexes or commercial users;

· apartment tenants moving to single-family homes;

· decline in services rendered, including security;

· dependence on business activity ancillary to renting units;

· security concerns;

· age of improvements; or

· other factors;

so that the related 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.

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Mixed Use Properties Have Special Risks

Certain properties are mixed use properties. 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 for the 5 largest tenants (by net rentable area leased) at 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.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Mixed Use Properties”.

Parking Properties Have Special Risks

Certain of the mortgaged properties are comprised in whole or in part of, or contain, a parking lot or parking garage. The primary source of income for parking lots and garages is the rental fees charged for parking spaces (or in the case of a parking lot or parking garage leased in whole or part to a parking garage or parking lot operator, rents from such operating lease). Factors affecting the success of a parking lot or garage include:

· the number of rentable parking spaces and rates charged;

· the location of the lot or garage and, in particular, its proximity to places where large numbers of people work, shop or live;

· the amount of alternative parking spaces in the area;

· the availability of mass transit; and

· the perceptions of the safety, convenience and services of the lot or garage.

Aspects of building site design and adaptability affect the value of a parking garage facility. Site characteristics that are valuable to a parking garage facility include location, clear ceiling heights, column spacing, zoning restrictions, number of spaces and overall functionality and accessibility.

In addition, because of the unique construction requirements of many parking garages and because a parking lot is often vacant paved land without any structure, a vacant parking garage facility or parking lot may not be easily converted to other uses. See “—Some Mortgaged Properties May Not Be Readily Convertible To Alternative Uses”.

With respect to parking properties leased to a parking garage, parking lot operator or single tenant user, such leases generally provide the parking operator the right to terminate such leases upon various contingencies, which may include if there are specified reductions in gross receipts, or specified income targets are not met, if certain subleases of such parking properties are terminated or reduced, or upon a specified amount of capital expenditures to such properties being required in order to comply with applicable law, or other adverse events. There can be no assurance that the operating lessee of a parking property will not terminate its lease upon such an event.

Condominium Ownership May Limit Use and Improvements

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

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condominium board, which result in the related borrower not having control of the related condominium or owners association.

The board of managers or directors of the related condominium generally has discretion to make decisions affecting the condominium, and we cannot assure you that the related borrower under a mortgage loan secured by one or more interests in that condominium will have any control over decisions made by the related board of managers or directors. 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. Thus, decisions made by that board of managers or directors, including regarding assessments to be paid by the unit owners, insurance to be maintained on the condominium and many other decisions affecting the maintenance of that condominium, may have a significant adverse impact on the related mortgage loans in the issuing entity that are secured by mortgaged properties consisting of such condominium interests. We cannot assure you that the related board of managers or directors will always act in the best interests of the related borrower under the related mortgage loans.

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.

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

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 loan. We cannot assure you that the proceeds from partition would be sufficient to satisfy borrower’s obligations under the mortgage loan. See also “—Risks Related to Zoning Non-Compliance and Use Restrictions” for certain risks relating to use restrictions imposed pursuant to condominium declarations or other condominium especially in a situation where the mortgaged property does not represent the entire condominium building.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Condominium Interests”.

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Operation of a Mortgaged Property Depends on the Property Manager’s Performance

The successful operation of a real estate project depends upon the property manager’s performance and viability. The property manager is responsible for:

· responding to changes in the local market;

· planning and implementing the rental structure;

· operating the property and providing building services;

· managing operating expenses; and

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

Properties deriving revenues primarily from short term sources, such as hotel guests or short term or month to month leases, are generally more management intensive than properties leased to creditworthy tenants under long term leases.

Certain of the mortgaged properties will be managed by affiliates of the related borrower. If a mortgage loan is in default or undergoing special servicing, such relationship could disrupt the management of the related mortgaged property, which may adversely affect cash flow. However, the related mortgage loans will generally permit, in the case of mortgaged properties managed by borrower affiliates, the lender to remove the related property manager upon the occurrence of an event of default under the related mortgage loan beyond applicable cure periods (or, in some cases, in the event of a foreclosure following such default), and in some cases a decline in cash flow below a specified level or the failure to satisfy some other specified performance trigger.

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

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

See the tables entitled “Remaining Term to Maturity/ARD in Months” in Annex A-2 for a stratification of the remaining terms to maturity of the mortgage loans. Because principal on the certificates is payable in sequential order of payment priority, and a class receives principal only after the preceding class(es), if any, have been paid in full, classes that have a lower sequential priority are more likely to face these types of risk of concentration than classes with a higher sequential priority.

Several of the mortgage loans have cut-off date balances that are substantially higher than the average cut-off date balance. In general, concentrations in mortgage loans with larger-than-average balances can result in losses that are more severe, relative to the size of the mortgage loan pool, than would be the case if the aggregate balance of the mortgage loan pool were more evenly distributed.

A concentration of mortgage loans secured by the same mortgaged property types can increase the risk that a decline in a particular industry or business would have a disproportionately large impact on the mortgage pool. Mortgaged property types representing more than 5.0% of the initial pool balance (based on allocated loan amount) are retail, office, hospitality, manufactured housing community, multifamily, industrial and self-storage. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types” for information on the types of mortgaged properties securing the mortgage loans in the mortgage pool.

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

Mortgaged properties securing more than 5.0% of the aggregate principal balance of the mortgage pool as of the cut-off date (based on allocated loan amount) are located in California, Georgia, Texas, Virginia, Michigan and Missouri. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Geographic Concentrations”.

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

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

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

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

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

See “Description of the Mortgage Pool—Mortgage Pool Characteristics” for information on the composition of the mortgage pool by property type and geographic distribution and loan concentration.

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

The issuing entity could become liable for a material adverse environmental condition at an underlying mortgaged property. Any such potential liability could reduce or delay payments on the offered certificates.

Each of the mortgaged properties was either (i) subject to environmental site assessments prior to the time of origination of the related mortgage loan (or, in certain limited cases, after origination) including Phase I environmental site assessments or updates of previously performed Phase I environmental site assessments, or (ii) subject to a secured creditor environmental insurance policy or other environmental insurance policy. See “Description of the Mortgage Pool—Environmental Considerations”.

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We cannot assure you that the environmental assessments revealed all existing or potential environmental risks or that all adverse environmental conditions have been or will be completely abated or remediated or that any reserves, insurance or operations and maintenance plans will be sufficient to remediate the environmental conditions. Moreover, we cannot assure you that:

· future laws, ordinances or regulations will not impose any material environmental liability; or

· the current environmental condition of the mortgaged properties will not be adversely affected by tenants or by the condition of land or operations in the vicinity of the mortgaged properties (such as underground storage tanks).

We cannot assure you that with respect to any mortgaged property, any remediation plan or any projected remedial costs or time is accurate or sufficient to complete the remediation objectives, or that no additional contamination requiring environmental investigation or remediation will be discovered on any mortgaged property. Likewise, all environmental policies naming the lender as named insured cover certain risks or events specifically identified in the policy, but the coverage is limited by its terms, conditions, limitations and exclusions, and does not purport to cover all environmental conditions whatsoever affecting the applicable mortgaged property, and we cannot assure you that any environmental conditions currently known, suspected, or unknown and discovered in the future will be covered by the terms of the policy.

Before the trustee, the special servicer or the master servicer, as applicable, acquires title to a mortgaged property on behalf of the issuing entity or assumes operation of the property, it will be required to obtain an environmental assessment of such mortgaged property, or rely on a recent environmental assessment. This requirement is intended to mitigate the risk that the issuing entity will become liable under any environmental law. There is accordingly some risk that the mortgaged property will decline in value while this assessment is being obtained or remedial action is being taken. Moreover, we cannot assure you that this requirement will effectively insulate the issuing entity from potential liability under environmental laws. Any such potential liability could reduce or delay distributions to certificateholders.

See “Description of the Mortgage Pool—Environmental Considerations” for additional information on environmental conditions at mortgaged properties securing certain mortgage loans in the issuing entity. See also representation number 40 in Annex D-1 and the identified exceptions to that representation in Annex D-2.

See “Transaction Parties—The Sponsors and Mortgage Loan Sellers—German American Capital Corporation”, “—KeyBank National Association”, “—Jefferies LoanCore LLC”, “Pooling and Servicing Agreement—Realization Upon Mortgage Loans” and “Certain Legal Aspects of Mortgage Loans”.

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

Risks Related to Redevelopment, Expansion and Renovation at Mortgaged Properties

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

Certain of the hospitality properties securing the mortgage loans are currently undergoing or are scheduled to undergo renovations or property improvement plans (“PIPs”). In some circumstances, these renovations or PIPs may necessitate taking a portion of the available guest rooms temporarily offline, temporarily decreasing the number of available rooms and the revenue generating capacity of the related hospitality property. In other cases, these renovations may involve renovations of common spaces or external features of the related hospitality property, which may cause disruptions or otherwise decrease

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the attractiveness of the related hospitality property to potential guests. These PIPs may be required under the related franchise or management agreement and a failure to timely complete them may result in a termination or expiration of a franchise or management agreement and may be an event of default under the related mortgage loan.

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

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

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

The existence of construction or renovation at a mortgaged property may take rental units or rooms or leasable space “off-line” or otherwise make space unavailable for rental, impair access or traffic at or near the mortgaged property, or, in general, make that mortgaged property less attractive to tenants or their customers, and accordingly could have a negative effect on net operating income. In addition, any such construction or renovation at a mortgaged property may temporarily interfere with the use and operation of any portion of such mortgaged property. See “Description of the Mortgage Pool—Redevelopment, Renovation and Expansion” for information regarding mortgaged properties which are currently undergoing or, in the future, are expected to undergo redevelopment, expansion or renovation. See also Annex A-3 for additional information on redevelopment, renovation and expansion at the mortgaged properties securing the 10 largest mortgage loans.

Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses

Certain mortgaged properties securing the mortgage loans may have specialty use tenants and may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable for any reason.

For example, retail, mixed-use or office properties may have theater tenants. Properties with theater tenants are exposed to certain unique risks. Aspects of building site design and adaptability affect the value of a theater. In addition, decreasing attendance at a theater could adversely affect revenue of the theater, which may, in turn, cause the tenant to experience financial difficulties, resulting in downgrades in their credit ratings and, in certain cases, bankruptcy filings. In addition, because of unique construction requirements of theaters, any vacant theater space would not easily be converted to other uses.

Retail, mixed-use or office properties may also have health clubs as tenants. Several factors may adversely affect the value and successful operation of a health club, including:

· the physical attributes of the health club (e.g., its age, appearance and layout);

· the reputation, safety, convenience and attractiveness of the property to users;

· management’s ability to control membership growth and attrition;

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· competition in the tenant’s marketplace from other health clubs and alternatives to health clubs; and

· adverse changes in economic and social conditions and demographic changes (e.g., population decreases or changes in average age or income), which may result in decreased demand.

In addition, there may be significant costs associated with changing consumer preferences (e.g., multipurpose clubs from single-purpose clubs or varieties of equipment, classes, services and amenities). In addition, health clubs may not be readily convertible to alternative uses if those properties were to become unprofitable for any reason. The liquidation value of any such health club consequently may be less than would be the case if the property were readily adaptable to changing consumer preferences for other uses.

Certain retail, mixed use or office properties may be partially comprised of a parking garage. Parking garages and parking lots present risks not associated with other properties. The primary source of income for parking lots and garages is the rental fees charged for parking spaces.

Factors affecting the success of a parking lot or garage include:

· the number of rentable parking spaces and rates charged;

· the location of the lot or garage and, in particular, its proximity to places where large numbers of people work, shop or live;

· the amount of alternative parking spaces in the area;

· the availability of mass transit; and

· the perceptions of the safety, convenience and services of the lot or garage.

Aspects of building site design and adaptability affect the value of a parking garage facility. Site characteristics that are valuable to a parking garage facility include location, clear ceiling heights, column spacing, zoning restrictions, number of spaces and overall functionality and accessibility.

In addition, because of the unique construction requirements of many parking garages and because a parking lot is often vacant paved land without any structure, a vacant parking garage facility or parking lot may not be easily converted to other uses.

Mortgaged properties may have other specialty use tenants, such as medical and dental offices, gas stations, data centers, urgent care facilities, schools, daycare centers and/or restaurants, as part of the mortgaged property.

In the case of specialty use tenants such as restaurants and theaters, aspects of building site design and adaptability affect the value of such properties and other retailers at the mortgaged property. Decreasing patronage at such properties could adversely affect revenue of the property, which may, in turn, cause the tenants to experience financial difficulties, resulting in downgrades in their credit, lease defaults, ratings and, in certain cases, bankruptcy filings. See “—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases—Tenant Bankruptcy Could Result in a Rejection of the Related Lease” above. Additionally, receipts at such properties are also affected not only by objective factors but by subjective factors. For instance, restaurant receipts are affected by such varied influences as the current personal income levels in the community, an individual consumer’s preference for type of food, style of dining and restaurant atmosphere, the perceived popularity of the restaurant, food safety concerns related to personal health with the handling of food items at the restaurant or by food suppliers and the actions and/or behaviors of staff and management and level of service to the customers. In addition, because of unique construction requirements of such properties, any vacant space would not easily be converted to other uses.

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Mortgaged properties with specialty use tenants may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable, or the leased spaces were to become vacant, for any reason due to their unique construction requirements. In addition, converting commercial properties to alternate uses generally requires substantial capital expenditures and could result in a significant adverse effect on, or interruption of, the revenues generated by such properties.

In addition, a mortgaged property may not be readily convertible due to restrictive covenants related to such mortgaged property, including in the case of mortgaged properties that are subject to a condominium regime or subject to a ground lease, the use and other restrictions imposed by the condominium declaration and other related documents, especially in a situation where a mortgaged property does not represent the entire condominium regime. See “—Condominium Ownership May Limit Use and Improvements” above.

Some of the mortgaged properties may be part of tax-reduction programs that apply only if the mortgaged properties are used for certain purposes. Such properties may be restricted from being converted to alternative uses because of such restrictions.

Some of the mortgaged properties have government tenants or other tenants which may have space that was “built to suit” that particular tenant’s uses and needs. For example, a government tenant may require enhanced security features that required additional construction or renovation costs and for which the related tenant may pay above market rent. However, such enhanced features may not be necessary for a new tenant (and such new tenant may not be willing to pay the higher rent associated with such features). While a government office building or government leased space may be usable as a regular office building or tenant space, the rents that may be collected in the event the government tenant does not renew its lease may be significantly lower than the rent currently collected.

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

Risks Related to Zoning Non-Compliance and Use Restrictions

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

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

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to the mortgaged property if such mortgaged property cannot be rebuilt to its former use due to new zoning ordinances.

In addition, certain of the mortgaged properties may be subject to certain use restrictions and/or operational requirements imposed pursuant to development agreements, ground leases, restrictive covenants, reciprocal easement agreements or operating agreements or historical landmark designations or, in the case of those mortgaged properties that are condominiums, condominium declarations or other condominium use restrictions or regulations, especially in a situation where the mortgaged property does not represent the entire condominium building. Such 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 impose upon the borrower stricter requirements with respect to repairs and alterations, including following a casualty loss. These limitations could adversely affect the ability of the related borrower to lease the mortgaged property on favorable terms, thus adversely affecting the borrower’s ability to fulfill its obligations under the related mortgage loan. In addition, any alteration, reconstruction, demolition, or new construction affecting a mortgaged property designated a historical landmark may require prior approval. Any such approval process, even if successful, could delay any redevelopment or alteration of a related property. The liquidation value of such property, to the extent subject to limitations of the kind described above or other limitations on convertibility of use, may be substantially less than would be the case if such property was readily adaptable to other uses or redevelopment. See “Description of the Mortgage Pool—Use Restrictions” for examples of mortgaged properties that are subject to restrictions relating to the use of the mortgaged properties.

Risks Relating to Inspections of Properties

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

Risks Relating to Costs of Compliance with Applicable Laws and Regulations

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

Insurance May Not Be Available or Adequate

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

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—Insurance Considerations”. In

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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:

· 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.

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.

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:

· 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;

· 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;

· 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;

· 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

· 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.

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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 in “The Pooling and Servicing Agreement—The Directing Certificateholder” and “—The Operating Advisor”, that either (a) such insurance is not available at commercially reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties located in or near the geographic region in which the mortgaged property is located (but only by reference to such insurance that has been obtained by such owners at current market rates), or (b) such insurance is not available at any rate. 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 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.

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

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

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.

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

We cannot assure you that the borrowers will in the future be able to comply with requirements to maintain adequate insurance with respect to the mortgaged properties, and any uninsured loss could have a material adverse impact on the amount available to make payments on the related mortgage loan,

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

Terrorism Insurance May Not Be Available for All Mortgaged Properties

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

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 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”).

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. Moreover, future legislation, including regulations expected to be

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adopted by the Treasury Department pursuant to TRIPRA, may have a material effect on the availability of federal assistance in the terrorism insurance market. To the extent that uninsured or underinsured casualty losses occur with respect to the related mortgaged properties, losses on the mortgage loans may result. In addition, the failure to maintain such terrorism insurance may constitute a default under the related mortgage loan.

Some of the mortgage loans do not require the related borrower to maintain terrorism insurance. In addition, most of the mortgage loans contain limitations on the related borrower’s obligation to obtain terrorism insurance, such as (i) waiving the requirement that such borrower maintain terrorism insurance if such insurance is not available at commercially reasonable rates, (ii) providing that the related borrower is not required to spend in excess of a specified dollar amount (or in some cases, a specified multiple of what is spent on other insurance) in order to obtain such terrorism insurance, (iii) requiring coverage only for as long as the TRIPRA is in effect, or (iv) requiring coverage only for losses arising from domestic acts of terrorism or from terrorist acts certified by the federal government as “acts of terrorism” under the TRIPRA.

We cannot assure you that all of the mortgaged properties will be insured against the risks of terrorism and similar acts. As a result of any of the foregoing, the amount available to make distributions on your certificates could be reduced.

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

We cannot assure you that all of the mortgaged properties will be insured against the risks of terrorism and similar acts. 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 of the related borrower or its affiliates (including certain properties in close proximity to the mortgaged properties). In the event that such policies are drawn on to cover losses on such other properties, the amount of insurance coverage available under such policies would thereby be reduced and could be insufficient to cover each mortgaged property’s insurable risks. In addition, with respect to some of the mortgaged properties, a sole or significant tenant is allowed to provide self-insurance against risks.

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

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

Limited Information Causes Uncertainty

Historical Information. Some of the mortgage loans that we intend to include in the issuing entity are secured in whole or in part by mortgaged properties for which limited or no historical operating information is available. As a result, you may find it difficult to analyze the historical performance of those mortgaged properties.

A mortgaged property may lack prior operating history or historical financial information because it is newly constructed or renovated, it is a recent acquisition by the related borrower or it is a single-tenant property that is subject to a triple net lease. In addition, a tenant’s lease may contain confidentiality provisions that restrict the sponsors’ access to or disclosure of such tenant’s financial information. The

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underwritten net cash flows and underwritten net operating income for such mortgaged properties are derived principally from current rent rolls or tenant leases and historical expenses, adjusted to account for, among other things, inflation, significant occupancy increases and/or a market rate management fee. In some cases, underwritten net cash flows and underwritten net operating income for mortgaged properties are based all or in part on leases (or letters of intent) that are not yet in place (and may still be under negotiation) or on tenants that may have signed a lease (or letter of intent), or lease amendment expanding the leased space, but are not yet in occupancy and/or paying rent), which present certain risks described in “—Underwritten Net Cash Flow Could Be Based On Incorrect or Failed Assumptions” below.

See Annex A-1 for certain historical financial information relating to the mortgaged properties, including net operating income for the most recent reporting period and prior three calendar years, to the extent available.

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

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

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

As described in “Description of the Mortgage Pool—Additional Information”, underwritten net cash flow generally includes cash flow (including any cash flow from master leases) adjusted based on a number of assumptions used by the sponsors. We make no representation that the underwritten net cash flow set forth in this prospectus as of the cut-off date or any other date represents actual future net cash flows. For example, with respect to certain mortgage loans included in the issuing entity, the occupancy of the related mortgaged property reflects tenants that (i) may not have yet actually executed leases (or letters of intent), (ii) have signed leases but have not yet taken occupancy and/or are not paying full contractual rent, (iii) are seeking or may in the future seek to sublet all or a portion of their respective spaces, (iv) are “dark” tenants but paying rent, or (v) are affiliates of the related borrower and are leasing space pursuant to a master lease or a space lease. See “—Lease Expirations and Terminations—Other” below. Similarly, with respect to certain mortgage loans included in the issuing entity, the underwritten net cash flow may be based on certain tenants that have not yet executed leases or that have signed leases but are not yet in place and/or are not yet paying rent, or have a signed lease or lease amendment expanding the leased space, but are not yet in occupancy in all or a portion of their space and/or paying rent, or may assume that future contractual rent steps (during some or all of the remaining term of a lease) have occurred. In many cases, co-tenancy provisions were assumed to be satisfied and vacant space was assumed to be occupied and space that was due to expire was assumed to have been re-let, in each case at market rates that may have exceeded current rent. You should review these and other similar assumptions and make your own determination of the appropriate assumptions to be used in determining underwritten net cash flow.

In addition, underwritten or adjusted cash flows, by their nature, are speculative and are based upon certain assumptions and projections. The failure of these assumptions or projections in whole or in part could cause the underwritten net operating income (calculated as described in “Description of the Mortgage Pool—Additional Information”) to vary substantially from the actual net operating income of a mortgaged property.

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

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the underwritten net cash flow, such as the debt service coverage ratios or debt yield presented in this prospectus. We cannot assure you that any such assumptions or projections made with respect to any mortgaged property will, in fact, be consistent with that mortgaged property’s actual performance.

Frequent and Early Occurrence of Borrower Delinquencies and Defaults May Adversely Affect Your Investment

If you calculate the anticipated yield of your offered certificates based on a rate of default or amount of losses lower than that actually experienced on the mortgage loans and those additional losses result in a reduction of the total distributions on, or the certificate balance of, your offered certificates, your actual yield to maturity will be lower than expected and could be negative under certain extreme scenarios. The timing of any loss on a liquidated mortgage loan that results in a reduction of the total distributions on or the certificate balance of your offered certificates will also affect the actual yield to maturity of your offered certificates, even if the rate of defaults and severity of losses are consistent with your expectations. In general, the earlier a loss is borne by you, the greater the effect on your yield to maturity.

Delinquencies on the mortgage loans, if the delinquent amounts are not advanced, may result in shortfalls in distributions of interest and/or principal to the holders of the offered certificates for the current month. Furthermore, no interest will accrue on this shortfall during the period of time that the payment is delinquent. Additionally, in instances where the principal portion of any balloon payment scheduled with respect to a mortgage loan is collected by the master servicer following the end of the related collection period, no portion of the principal received on such payment will be passed through for distribution to the certificateholders until the subsequent distribution date, which may result in shortfalls in distributions of interest to the holders of the offered certificates in the following month. Furthermore, in such instances no provision is made for the master servicer or any other party to cover any such interest shortfalls that may occur as a result. In addition, if interest and/or principal advances and/or servicing advances are made with respect to a mortgage loan after a default and the related mortgage loan is thereafter worked out under terms that do not provide for the repayment of those advances in full at the time of the workout, then any reimbursements of those advances prior to the actual collection of the amount for which the advance was made may also result in shortfalls in distributions of principal to the holders of the offered certificates with certificate balances for the current month. Even if losses on the mortgage loans are not allocated to a particular class of offered certificates with certificate balances, the losses may affect the weighted average life and yield to maturity of that class of offered certificates. In the case of any material monetary or material non-monetary default, the special servicer may accelerate the maturity of the related mortgage loan, which could result in an acceleration of principal distributions to the certificateholders. The special servicer may also extend or modify a mortgage loan, which could result in a substantial delay in principal distributions to the certificateholders. In addition, losses on the mortgage loans, even if not allocated to a class of offered certificates with certificate balances, may result in a higher percentage ownership interest evidenced by those offered certificates in the remaining mortgage loans than would otherwise have resulted absent the loss. The consequent effect on the weighted average life and yield to maturity of the offered certificates will depend upon the characteristics of those remaining mortgage loans in the trust fund.

The Mortgage Loans Have Not Been Reviewed or Re-Underwritten by Us

Although the sponsors have conducted a review of the mortgage loans to be sold to us for this securitization transaction, we, as the depositor for this securitization transaction, have neither originated the mortgage loans nor conducted a review or re-underwriting of the mortgage loans. Instead, we have relied on the representations and warranties made by the applicable sponsors and the remedies for breach of a representation and warranty as described in “Description of the Mortgage Loan Purchase Agreements” and the sponsor’s description of its underwriting criteria described in “Transaction Parties—The Sponsors and Mortgage Loan Sellers—German American Capital Corporation—GACC’s Underwriting Guidelines and Processes”, “—KeyBank National Association—KeyBank’s Underwriting Standards” and “Jefferies LoanCore LLC—Jefferies LoanCore’s Underwriting Standards”. A description of the review conducted by each sponsor for this securitization transaction is set forth in “Transaction Parties—The Sponsors and Mortgage Loan Sellers—German American Capital Corporation—Review of

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GACC Mortgage Loans”, “—KeyBank National Association—Review of KeyBank Mortgage Loans” and “—Jefferies LoanCore LLC—Review of JLC Mortgage Loans”. The representations and warranties made by the sponsors may not cover all of the matters that one would review in underwriting a mortgage loan and you should not view them as a substitute for re-underwriting the mortgage loans. Furthermore, these representations and warranties in some respects represent an allocation of risk rather than a confirmed description of the mortgage loans. If we had re-underwritten the mortgage loans, it is possible that the re-underwriting process may have revealed problems with a mortgage loan not covered by a representation or warranty or may have revealed inaccuracies in the representations and warranties. See “—Other Risks Relating to the Certificates—Sponsors May Not Make Required Repurchases or Substitutions of Defective Mortgage Loans or Pay Any Loss of Value Payment Sufficient to Cover All Losses on a Defective Mortgage Loan” below, and “Description of the Mortgage Loan Purchase Agreements”.

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

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

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

While there may be certain common factors affecting the performance and value of income-producing real properties in general, those factors do not apply equally to all income-producing real properties and, in many cases, there are unique factors that will affect the performance and/or value of a particular income-producing real property. 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 commercial mortgage loan. Each income-producing real property represents a separate and distinct business venture and, as a result, each of the mortgage loans 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 mortgage pool 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.

Therefore, you should evaluate this offering on the basis of the information set forth in this prospectus with respect to the mortgage loans, and not on the basis of the performance of other pools of securitized commercial mortgage loans.

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

Appraisals were obtained with respect to each of the mortgaged properties at or about the time of origination of the applicable mortgage loan (or whole loan, if applicable) or at or around the time of the acquisition of the mortgage loan (or whole loan, if applicable) by the related sponsor. See Annex A-1 for the dates of the latest appraisals for the mortgaged properties. We have not obtained new appraisals of the mortgaged properties or assigned new valuations to the mortgage loans in connection with the offering of the offered certificates. The market values of the mortgaged properties could have declined since the origination of the related mortgage loans.

In general, appraisals represent the analysis and opinion of qualified appraisers and are not guarantees of present or future value. One appraiser may reach a different conclusion than that of a different appraiser with respect to the same property. The appraisals seek to establish the amount a typically motivated buyer would pay a typically motivated seller and, in certain cases, may have taken into

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consideration the purchase price paid by the borrower. The amount could be significantly higher than the amount obtained from the sale of a mortgaged property in a distress or liquidation sale.

Information regarding the appraised values of the mortgaged properties (including loan-to-value ratios) presented in this prospectus is not intended to be a representation as to the past, present or future market values of the mortgaged properties. For example, in some cases, a borrower or its affiliate may have acquired the related mortgaged property for a price or otherwise for consideration in an amount that is less than the related appraised value specified on Annex A-1, including at a foreclosure sale or through acceptance of a deed-in-lieu of foreclosure. Historical operating results of the mortgaged properties used in these appraisals, as adjusted by various assumptions, estimates and subjective judgments on the part of the appraiser, may not be comparable to future operating results. In addition, certain appraisals may be based on extraordinary assumptions, including without limitation, that certain tenants are in-place and paying rent when such tenants have not yet taken occupancy or that certain renovations or property improvement plans have been completed. Additionally, certain appraisals with respect to mortgage loans secured by multiple mortgaged properties may have been conducted on a portfolio basis rather than on an individual property basis, and the sum of the values of the individual properties may be different from (and in some cases may be less than) the appraised value of the aggregate of such properties on a portfolio basis. In addition, other factors may impair the mortgaged properties’ value without affecting their current net operating income, including:

· changes in governmental regulations, zoning or tax laws;

· potential environmental or other legal liabilities;

· the availability of refinancing; and

· changes in interest rate levels.

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

Additionally, with respect to the appraisals setting forth assumptions, particularly those setting forth extraordinary assumptions, as to the “as-is” or “as-complete” values, we cannot assure you that those assumptions are or will be accurate or that the “as-complete” value will be the value of the related mortgaged property at the indicated stabilization or other relevant date or at maturity or anticipated repayment date. Any engineering report, site inspection or appraisal 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. See “Transaction Parties—The Sponsors and Mortgage Loan Sellers—German American Capital Corporation”, “—KeyBank National Association” and “—Jefferies LoanCore LLC” for additional information regarding the appraisals. We cannot assure you that the information set forth in this prospectus regarding the appraised values or loan-to-value ratios accurately reflects past, present or future market values of the mortgaged properties or the amount that would be realized upon a sale of the related mortgaged property.

Seasoned Mortgage Loans Present Additional Risk of Repayment

One of the mortgage loans is a seasoned mortgage loan and was originated 7 months prior to the cut-off date. There are a number of risks associated with seasoned mortgage loans that are not present, or are present to a lesser degree, with more recently originated mortgage loans. For example:

· property values and surrounding areas have likely changed since origination;

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· origination standards at the time the mortgage loans were originated may have been different than current origination standards;

· the business circumstances and financial condition of the related borrowers and tenants may have changed since the mortgage loans were originated;

· the environmental circumstances at the mortgaged properties may have changed since the mortgage loans were originated;

· the physical condition of the mortgaged properties or improvements may have changed since origination; and

· the circumstances of the mortgaged properties, the borrower and the tenants may have changed in other respects since.

In addition, any seasoned mortgage loan may not satisfy all of the related sponsor’s underwriting standards. See “Transaction Parties—The Sponsors and Mortgage Loan Sellers”.

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

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

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

The Borrower’s Form of Entity May Cause Special Risks

The borrowers are legal entities rather than individuals. Mortgage loans made to legal entities may entail greater risks of loss than those associated with mortgage loans made to individuals. For example, a legal entity, as opposed to an individual, may be more inclined to seek legal protection from its creditors under the bankruptcy laws. Unlike individuals involved in bankruptcies, most entities generally, but not in all cases, do not have personal assets and creditworthiness at stake. The terms of certain of the mortgage loans require that the borrowers be single-purpose entities and, in most cases, such borrowers’ organizational documents or the terms of the mortgage loans limit their activities to the ownership of only the related mortgaged property or mortgaged properties and limit the borrowers’ ability to incur additional indebtedness. Such provisions are designed to mitigate the possibility that the borrower’s financial condition would be adversely impacted by factors unrelated to the related mortgaged property and mortgage loan. Such borrower may also have previously owned property other than the related mortgaged property or may be a so-called “recycled” single-purpose entity that previously had other business activities and liabilities. However, we cannot assure you that such borrowers have in the past complied, and will comply, with such requirements, and in some cases unsecured debt exists and/or is allowed in the future. Furthermore, in many cases such borrowers are not required to observe all covenants and conditions which typically are required in order for such borrowers to be viewed under standard rating agency criteria as “single purpose entities”.

Although a borrower may currently be a single purpose entity, in certain cases the borrowers were not originally formed as single purpose entities, but at origination of the related mortgage loan their

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organizational documents were amended. That borrower may have previously owned property other than the related mortgaged property and may not have observed all covenants that typically are required to consider a borrower a “single purpose entity” and thus may have liabilities arising from events prior to becoming a single purpose entity.

The organizational documents of a borrower or the direct or indirect managing partner or member of a borrower may also contain requirements that there be one or two independent directors, managers or trustees (depending on the entity form of such borrower) whose vote is required before the borrower files a voluntary bankruptcy or insolvency petition or otherwise institutes insolvency proceedings. Generally, but not always, the independent directors, managers or trustees may only be replaced with certain other independent successors. Although the requirement of having independent directors, managers or trustees is designed to mitigate the risk of a voluntary bankruptcy filing by a solvent borrower, a borrower could file for bankruptcy without obtaining the consent of its independent director(s)(and we cannot assure you that such bankruptcy would be dismissed as an unauthorized filing), and in any case the independent directors, managers or trustees may determine that a bankruptcy filing is an appropriate course of action to be taken by such borrower. Although the independent directors, managers or trustees generally owe no fiduciary duties to entities other than the borrower itself, such determination might take into account the interests and financial condition of such borrower’s parent entities and such parent entities’ other subsidiaries in addition to those of the borrower. Consequently, the financial distress of an affiliate of a borrower might increase the likelihood of a bankruptcy filing by a borrower.

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

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

Certain borrowers’ organizational documents or the terms of certain mortgage loans permit an affiliated property manager to maintain a custodial account on behalf of such borrower and certain affiliates of such borrower into which funds available to such borrower under the terms of the related mortgage loans and funds of such affiliates are held, but which funds are and will continue to be separately accounted for as to each item of income and expense for each related mortgaged property and each related borrower. A custodial account structure for affiliated entities, while common among certain REITs, institutions or independent owners of multiple properties, presents a risk for consolidation of the assets of such affiliates as commingling of funds is a factor a court may consider in considering a request by other creditors for substantive consolidation. Substantive consolidation is an equitable remedy that could result in an otherwise solvent company becoming subject to the bankruptcy proceedings of an insolvent affiliate, making its assets available to repay the debts of affiliated companies. A court has the discretion to order substantive consolidation in whole or in part and may include non-debtor affiliates of the bankrupt entity in the proceedings. In particular, consolidation may be ordered when corporate funds are commingled and used for a principal’s personal purposes, inadequate records of transfers are made and corporate entities are deemed an alter ego of a principal. Strict adherence to maintaining separate books and records, avoiding commingling of assets and otherwise maintaining corporate policies

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designed to preserve the separateness of corporate assets and liabilities make it less likely that a court would order substantive consolidation, but we cannot assure you that the related borrowers, property managers or affiliates will comply with these requirements as set forth in the related mortgage loans.

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

See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Single Purpose Entity Covenants” and “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws”.

In addition, borrowers may own a mortgaged property as a Delaware statutory trust or as tenants-in-common. Delaware statutory trusts may be restricted in their ability to actively operate a property, and in the case of a mortgaged property that is owned by a Delaware statutory trust or by tenants-in-common, there is a risk that obtaining the consent of the holders of the beneficial interests in the Delaware statutory trust or the consent of the tenants-in-common will be time consuming and cause delays with respect to the taking of certain actions by or on behalf of the borrower, including with respect to the related mortgaged property. See “—Tenancies-in-Common May Hinder Recovery” below. See also “Description of the Mortgage Pool—Delaware Statutory Trusts”.

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

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

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

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

Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions

There may be (and there may exist from time to time) pending or threatened legal proceedings against, or disputes with, the borrowers, the borrower sponsors and the managers of the mortgaged properties and their respective affiliates arising out of their ordinary business. We have not undertaken a search for all legal proceedings that relate to the borrowers, borrower sponsors or managers for the mortgaged properties and their respective affiliates. Potential investors are advised and encouraged to perform their own searches related to such matters to the extent relevant to their investment decision.

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Any such litigation or dispute may materially impair distributions to certificateholders if borrowers must use property income to pay judgments, legal fees or litigation costs. We cannot assure you that any litigation or dispute or any settlement of any litigation or dispute will not have a material adverse effect on your investment.

Additionally, a borrower or a principal of a borrower or affiliate may have been a party to a bankruptcy, foreclosure, litigation or other proceeding, particularly against a lender, or has been convicted of a crime in the past. In addition, certain of the borrower sponsors, property managers, affiliates of any of the foregoing and/or entities controlled thereby have been a party to bankruptcy proceedings, mortgage loan defaults and restructures, discounted payoffs, foreclosure proceedings or deed-in-lieu of foreclosure transactions, or other material proceedings (including criminal proceedings) in the past, whether or not related to the mortgaged property securing a mortgage loan in this securitization transaction. In some cases, mortgaged properties securing certain of the mortgage loans previously secured other loans that had been in default, restructured or the subject of a discounted payoff, foreclosure or deed-in-lieu of foreclosure.

Certain of the borrower sponsors may have a history of litigation or other proceedings against their lender, in some cases involving various parties to a securitization transaction. We cannot assure you that the borrower sponsors that have engaged in litigation or other proceedings in the past will not commence action against the issuing entity in the future upon any attempt by the special servicer to enforce the mortgage loan documents. Any such actions by the borrower or borrower sponsor may result in significant expense and potential loss to the issuing entity and a shortfall in funds available to make payments on the offered certificates. In addition, certain principals or borrower sponsors may have in the past been convicted of, or pled guilty to, a felony. 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 lender 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. Further, borrowers, principals of borrowers, property managers and affiliates of such parties may, in the future, be involved in bankruptcy proceedings, foreclosure proceedings or other material proceedings (including criminal proceedings), whether or not related to the mortgage loans. We cannot assure you that any such proceedings will not negatively impact a borrower’s or borrower sponsor’s ability to meet its obligations under the related mortgage loan and, as a result could have a material adverse effect upon your certificates.

Often it is difficult to confirm the identity of owners of all of the equity in a borrower, which means that past issues may not be discovered as to such owners. See “Description of the Mortgage Pool—Litigation and Other Considerations” and “—Loan Purpose, Default History, Bankruptcy Issues and Other Proceedings” for additional information on certain mortgage loans in the issuing entity. See also representation number 31 in Annex D-1 and the identified exceptions to those representations in Annex D-2. However, we cannot assure you that there are no undisclosed bankruptcy proceedings, foreclosure proceedings, deed-in-lieu-of-foreclosure transaction and/or mortgage loan workout matters that involved one or more mortgage loans or mortgaged properties, and/or a guarantor, borrower sponsor or other party to a mortgage loan.

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

Other Financings or Ability to Incur Other Indebtedness Entails Risk

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

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

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

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

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

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

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

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

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

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

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

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

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

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In addition, borrowers under most of the mortgage loans are generally permitted to incur trade payables and equipment financing, which may not be limited or may be significant, in order to operate the related mortgaged properties. Also, with respect to certain mortgage loans the related borrower either has incurred or is permitted to incur unsecured debt from an affiliate of either the borrower or the sponsor of the borrower. See “Description of the Mortgage Pool—Additional Indebtedness—Other Unsecured Indebtedness”.

For additional information, see “Description of the Mortgage Pool—Additional Indebtedness” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Tenancies-in-Common May Hinder Recovery

Certain of the mortgage loans included in the issuing entity have borrowers that own the related mortgaged properties as tenants-in-common. In general, with respect to a tenant-in-common ownership structure, each tenant-in-common owns an undivided share in the property and if such tenant-in-common desires to sell its interest in the property (and is unable to find a buyer or otherwise needs to force a partition) the tenant-in-common has the ability to request that a court order a sale of the property and distribute the proceeds to each tenant in common proportionally. As a result, if a tenant-in-common that has not waived its right of partition or similar right exercises a right of partition, the related mortgage loan may be subject to prepayment. The bankruptcy, dissolution or action for partition by one or more of the tenants-in-common could result in an early repayment of the related mortgage loan, significant delay in recovery against the tenant-in-common borrowers, particularly if the tenant-in-common borrowers file for bankruptcy separately or in series (because each time a tenant-in-common borrower files for bankruptcy, the bankruptcy court stay will be reinstated), a material impairment in property management and a substantial decrease in the amount recoverable upon the related mortgage loan. Not all tenants-in-common under the mortgage loans will be single purpose entities. Each tenant-in-common borrower has waived its right to partition, reducing the risk of partition. However, we cannot assure you that, if challenged, this waiver would be enforceable. In addition, in some cases, the related mortgage loan documents may provide for full recourse (or in an amount equal to its pro rata share of the debt) to the related tenant-in-common borrower or the guarantor if a tenant-in-common files for partition.

Risks Relating to Enforceability of Cross-Collateralization

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

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

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

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

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Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions

Provisions requiring yield maintenance charges, prepayment premiums or lockout periods may not be enforceable in some states and under federal bankruptcy law. Provisions requiring prepayment premiums or yield maintenance charges also may be interpreted as constituting the collection of interest for usury purposes. Accordingly, we cannot assure you that the obligation to pay a yield maintenance charge or prepayment premium will be enforceable. Also, we cannot assure you that foreclosure proceeds will be sufficient to pay an enforceable yield maintenance charge or prepayment premium.

Additionally, although the collateral substitution provisions related to defeasance do not have the same effect on the certificateholders as prepayment, we cannot assure you that a court would not interpret those provisions as the equivalent of a yield maintenance charge or prepayment premium. In certain jurisdictions those collateral substitution provisions might therefore be deemed unenforceable or usurious under applicable law or public policy.

Risks Associated with One Action Rules

Several states (such as California) have laws that prohibit more than one “judicial action” to enforce a mortgage obligation, and some courts have construed the term “judicial action” broadly. Accordingly, the special servicer will be required to obtain advice of counsel prior to enforcing any of the issuing entity’s rights under any of the mortgage loans that include mortgaged properties where a “one action” rule could be applicable. In the case of a multi-property mortgage loan which is secured by mortgaged properties located in multiple states, the special servicer may be required to foreclose first on properties located in states where “one action” rules apply (and where non-judicial foreclosure is permitted) before foreclosing on properties located in states where judicial foreclosure is the only permitted method of foreclosure. See “Certain Legal Aspects of Mortgage Loans—Foreclosure”.

State Law Limitations on Assignments of Leases and Rents May Entail Risks

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

Various Other Laws Could Affect the Exercise of Lender’s Rights

The laws of the jurisdictions in which the mortgaged properties are located (which laws may vary substantially) govern many of the legal aspects of the mortgage loans. These laws may affect the ability to foreclose on, and, in turn the ability to realize value from, the mortgaged properties securing the mortgage loans. For example, state law determines:

· what proceedings are required for foreclosure;

· whether the borrower and any foreclosed junior lienors may redeem the property and the conditions under which these rights of redemption may be exercised;

· whether and to what extent recourse to the borrower is permitted; and

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· what rights junior mortgagees have and whether the amount of fees and interest that lenders may charge is limited.

In addition, the laws of some jurisdictions may render certain provisions of the mortgage loans unenforceable or subject to limitations which may affect lender’s rights under the mortgage loans. Delays in liquidations of defaulted mortgage loans and shortfalls in amounts realized upon liquidation as a result of the application of these laws may create delays and shortfalls in payments to certificateholders. See “Certain Legal Aspects of Mortgage Loans”.

Risks of Anticipated Repayment Date Loans

Certain of the mortgage loans provide that, if after a certain date (referred to as the anticipated repayment date) the related borrower has not prepaid the mortgage loan in full, any principal outstanding after that anticipated repayment date will accrue interest at an increased interest rate rather than the stated mortgage loan rate. Generally, from and after the anticipated repayment date, cash flow in excess of that required for debt service, the funding of reserves and certain approved operating expenses with respect to the related mortgaged property will be applied toward the payment of principal (without payment of a yield maintenance charge) of the related mortgage loan until its principal balance has been reduced to zero. Although these provisions may create an incentive for the borrower to repay the mortgage loan in full on its anticipated repayment date, a substantial payment would be required and the borrower has no obligation to do so. While interest at the initial mortgage rate continues to accrue and be payable on a current basis on the related mortgage loan after its anticipated repayment date, the payment of excess interest will be deferred and will be required to be paid only after the outstanding principal balance of the related mortgage loan has been paid in full, at which time the excess interest that has been deferred, to the extent actually collected, will be paid to the holders of the Class V certificates, which are not offered by this prospectus. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—ARD Loan(s)”.

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

Mortgage loans with substantial remaining principal balances at their stated maturity date or anticipated repayment date, as applicable, 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.

All of the mortgage loans have amortization schedules that are significantly longer than their respective terms to maturity or anticipated repayment date, as applicable, and many of the mortgage loans require only payments of interest for part or all of their respective terms. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Due Dates; Mortgage Rates; Calculations of Interest”. 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 payment at maturity or repay the outstanding principal amount at the anticipated repayment date and (ii) lead to increased losses for the issuing entity either during the loan term or at maturity or anticipated repayment date if the mortgage loan becomes a defaulted mortgage loan.

A borrower’s ability to repay a mortgage loan on its stated maturity date or anticipated repayment date, as applicable, 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 achieve either of these goals will be affected by a number of factors, including:

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

· the prevailing interest rates;

· the net operating income generated by the mortgaged property;

· the fair market value of the related mortgaged property;

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

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

· the borrower’s financial condition;

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

· reductions in applicable government assistance/rent subsidy programs;

· the tax laws; and

· prevailing general and regional economic conditions.

With respect to any mortgage loan that is part of a whole loan, the risks relating to balloon payment obligations are enhanced by the existence and amount of the related companion loans.

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

Neither the master servicer nor the special servicer will have the ability to extend or modify a non-serviced mortgage loan because such mortgage loan is being serviced by a master servicer or special servicer pursuant to the pooling and servicing agreement governing the servicing of the applicable non-serviced whole loan. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

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

In any event, 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 or anticipated repayment date, as applicable.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics”.

Risks Related to Ground Leases and Other Leasehold Interests

With respect to certain mortgaged properties, the encumbered interest will be characterized as a “fee interest” if (i) the borrower has a fee interest in all or substantially all of the mortgaged property (provided that if the borrower has a leasehold interest in any portion of the mortgaged property, such portion is not

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material to the use or operation of the mortgaged property), or (ii) the mortgage loan is secured by the borrower’s leasehold interest in the mortgaged property as well as the borrower’s (or other fee owner’s) overlapping fee interest in the related mortgaged property.

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

Upon the bankruptcy of a lessor or a lessee under a ground lease, the debtor has the right to assume or reject the lease. If a debtor lessor rejects the lease, the lessee has the right pursuant to the federal bankruptcy code to treat such lease as terminated by rejection or remain in possession of its leased premises for the rent otherwise payable under the lease for the remaining term of the ground lease (including renewals) and to offset against such rent any damages incurred due to the landlord’s failure to perform its obligations under the lease. If a debtor lessee/borrower rejects any or all of the lease, the leasehold lender could succeed to the lessee/borrower’s position under the lease only if the lease specifically grants the lender such right. If both the lessor and the lessee/borrower are involved in bankruptcy proceedings, the issuing entity may be unable to enforce the 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.

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

A leasehold lender could lose its security unless (i) the leasehold lender holds a fee mortgage, (ii) the ground lease requires the lessor to enter into a new lease with the leasehold lender upon termination or rejection of the ground lease, or (iii) the bankruptcy court, as a court of equity, allows the leasehold lender to assume the ground lessee’s obligations under the ground lease and succeed to the ground lessee’s position. Although not directly covered by the 1994 Amendments to the federal bankruptcy code, such a result would be consistent with the purpose of the 1994 Amendments to the federal bankruptcy code granting the holders of leasehold mortgages permitted under the terms of the lease the right to succeed to the position of a leasehold mortgagor. Although consistent with the federal bankruptcy code, such position may not be adopted by the applicable bankruptcy court.

Further, in a decision by the United States Court of Appeals for the Seventh Circuit (Precision Indus. v. Qualitech Steel SBQ, LLC, 327 F.3d 537 (7th Cir. 2003)) the court ruled with respect to an unrecorded lease of real property that where a statutory sale of the fee interest in leased property occurs under the federal bankruptcy code upon the bankruptcy of a landlord, such sale terminates a lessee’s possessory interest in the property, and the purchaser assumes title free and clear of any interest, including any leasehold estates. Pursuant to the federal 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 this provision does not ensure continued possession of the property, but rather entitles the lessee to compensation for the value of its leasehold interest, typically from the sale proceeds. While there are certain circumstances under which a “free and clear” sale under the federal bankruptcy code would not be authorized (including that the lessee could not be compelled in a legal or equitable proceeding to accept a monetary satisfaction of his possessory interest, and that none of the other conditions of the federal bankruptcy code otherwise permits the sale), we cannot assure you that those circumstances would be present in any proposed sale of a leased premises. As a result, we cannot assure you that, in the event of a statutory sale of leased property pursuant to the federal bankruptcy code, the lessee will be able to maintain possession of the property under the ground lease. In addition, we cannot assure you that the lessee and/or the lender will be able to

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recoup the full value of the leasehold interest in bankruptcy court. Most of the ground leases contain standard protections typically obtained by securitization lenders. Certain of the ground leases with respect to a mortgage loan included in the issuing entity may not. See representation number 34 in “Annex D-1—Mortgage Loan Representations and Warranties” and the representation exceptions identified in “Annex D-2—Exceptions to Mortgage Loan Representations and Warranties”.

Except as noted in this prospectus, each of the ground leases has a term that extends at least 20 years beyond the maturity date of the mortgage loan (taking into account all freely exercisable extension options) and contains customary mortgagee protection provisions, including notice and cure rights and the right to enter into a new lease with the applicable ground lessor in the event a ground lease is rejected or terminated.

With respect to certain of the mortgage loans, the related borrower may have given to certain lessors under the related ground lease a right of first refusal or first offer in the event a sale is contemplated or an option to purchase all or a portion of the mortgaged property and these provisions, if not waived, may impede the mortgagee’s ability to sell the related mortgaged property at foreclosure or adversely affect the foreclosure process.

See “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws”.

Increases in Real Estate Taxes May Reduce Available Funds

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

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

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

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

Risks Related to Conflicts of Interest

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

The originators, the sponsors and their affiliates (including certain of the underwriters) expect to derive ancillary benefits from this offering and their respective incentives may not be aligned with those of purchasers of the offered certificates. The sponsors originated or purchased the mortgage loans in order to securitize the mortgage loans by means of a transaction such as the offering of the offered certificates. The sponsors will sell the mortgage loans to the depositor (an affiliate of German American Capital Corporation, one of the sponsors and originators, and of Deutsche Bank Securities Inc., one of the underwriters) on the closing date in exchange for cash, derived from the sale of the offered certificates to investors and/or in exchange for offered certificates. A completed offering would reduce the originators’ exposure to the mortgage loans. The originators made the mortgage loans with a view toward securitizing them and distributing the exposure by means of a transaction such as this offering of offered certificates.

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In addition, certain mortgaged properties may have tenants that are affiliated with the related originator. See “Description of the Mortgage Pool—Tenant Issues—Affiliated Leases”. This offering of offered certificates will effectively transfer the originators’ exposure to the mortgage loans to purchasers of the offered certificates.

The originators, the sponsors and their affiliates expect to receive various benefits, including compensation, commissions, payments, rebates, remuneration and business opportunities, in connection with or as a result of this offering of offered certificates and their interests in the mortgage loans. The sponsors and their affiliates will effectively receive compensation, and may record a profit, in an amount based on, among other things, the amount of proceeds (net of transaction expenses) received from the sale of the offered certificates to investors relative to their investment in the mortgage loans. The benefits to the originators, the sponsors and their affiliates arising from the decision to securitize the mortgage loans may be greater than they would have been had other assets been selected.

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

In some cases, the originators or their affiliates are the holders of the mezzanine loans and/or companion loans related to their mortgage loans. The originators and/or their respective affiliates may retain existing mezzanine loans and/or companion loans or originate future permitted mezzanine indebtedness with respect to the mortgage loans. These transactions may cause the originators and their affiliates or their clients or counterparties who purchase the mezzanine loans and/or companion loans, as applicable, to have economic interests and incentives that do not align with, and that may be directly contrary to, those of an investor in the offered certificates. In addition, these transactions or actions taken to maintain, adjust or unwind any positions in the future, may, individually or in the aggregate, have a material effect on the market for the offered certificates (if any), including adversely affecting the value of the offered certificates, particularly in illiquid markets. The originators, the sponsors and their affiliates will have no obligation to take, refrain from taking or cease taking any action with respect to such companion loans or any existing or future mezzanine loans, based on the potential effect on an investor in the offered certificates, and may receive substantial returns from these transactions. In addition, the originators, the sponsors or any of their respective affiliates may benefit from certain relationships, including financial dealings, with any borrower, any non-recourse carveout guarantor or any of their respective affiliates, aside from the origination of mortgage loans or contribution of mortgage loans into this securitization. Conflicts may also arise because the sponsors and their respective affiliates intend to continue to actively acquire, develop, operate, finance and dispose of real estate-related assets in the ordinary course of their businesses. During the course of their business activities, the sponsors and their respective affiliates may acquire, sell or lease properties, or finance loans secured by properties, which may include the properties securing the mortgage loans or properties that are in the same markets as the mortgaged properties. Such other properties, similar to other third-party owned real estate, may compete with the mortgaged properties for existing and potential tenants. The sponsors may also, from time to time, be among the tenants at the mortgaged properties, and they should be expected to make occupancy-related decisions based on their self-interest and not that of the issuing entity. We cannot assure you that the activities of these parties with respect to such other properties will not adversely impact the performance of the mortgaged properties.

In addition, certain of the mortgage loans included in the issuing entity may have been refinancings of debt previously held by a sponsor, an originator or one of their respective affiliates, or a sponsor, an originator or one of their respective affiliates may have or have had equity investments in the borrowers or mortgaged properties under certain of the mortgage loans included in the issuing entity. Each of the sponsors, the originators and their respective affiliates have made and/or may make loans to, or equity investments in, affiliates of the borrowers under the related mortgage loans. In the circumstances

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described above, the interests of the sponsors, the originators and their respective affiliates may differ from, and compete with, the interests of the issuing entity.

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

For a description of certain of the foregoing relationships and arrangements that exist among the parties to this securitization, see “Certain Affiliations, Relationships And Related Transactions Involving Transaction Parties” and “Transaction Parties”.

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

The Servicing of Servicing Shift Whole Loans Will Shift to Other Servicers

The servicing of each of the Williamsburg Premium Outlets whole loan and the Birch Run Premium Outlets whole Loan, each a servicing shift whole loan, is expected to be governed by the pooling and servicing agreement for this securitization only temporarily, until the applicable servicing shift securitization date. At that time, the servicing and administration of the related servicing shift whole loan will shift to the master servicer and special servicer under the related servicing shift pooling and servicing agreement and will be governed exclusively by such servicing shift pooling and servicing agreement and the related intercreditor agreement. Neither the closing date of such securitization nor the identity of such servicing shift master servicer or servicing shift special servicer has been determined. In addition, the provisions of the related servicing shift pooling and servicing agreement have not yet been determined, although they will be required, pursuant to the related intercreditor agreement, to satisfy the requirements described in “Description of the Mortgage Pool—The Whole Loans—Williamsburg Premium Outlets Whole Loan” and “—Birch Run Premium Outlets Whole Loan”. Prospective investors should be aware that they will not have any control over the identity of such servicing shift master servicer or servicing shift special servicer, nor will they have any assurance as to the particular terms of such servicing shift pooling and servicing agreement except to the extent of compliance with the requirements referred to in the previous sentence. Moreover, the directing certificateholder for this securitization will not have any consent or consultation rights with respect to the servicing of the related servicing shift whole loan other than those limited consent and consultation rights as are provided in the related intercreditor agreement, and the holder of the related controlling pari passu companion loan or the controlling party in the related securitization of such controlling pari passu companion loan or such other party specified in the related intercreditor agreement may have rights similar to, or more expansive than, those granted to the directing certificateholder in this transaction. See “Description of the Mortgage Pool—The Whole Loans— Williamsburg Premium Outlets Whole Loan” and “—Birch Run Premium Outlets Whole Loan”.

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

The activities and interests of the underwriters and their respective affiliates (each an “Underwriter” and collectively, the “Underwriter Entities”) will not align with, and may in fact be directly contrary to, those of the certificateholders. The Underwriter Entities are each part of separate global investment banking, securities and investment management firms that provide a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals. As such, they actively make markets in and trade financial instruments for their own account and for the accounts of customers. These financial instruments include debt and equity securities, currencies, commodities, bank loans, indices, baskets and other products. The Underwriter

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Entities’ activities include, among other things, executing large block trades and taking long and short positions directly and indirectly, through derivative instruments or otherwise. The securities and instruments in which the Underwriter Entities take positions, or expect to take positions, include loans similar to the mortgage loans, securities and instruments similar to the offered certificates and other securities and instruments. Market making is an activity where the Underwriter Entities buy and sell on behalf of customers, or for their own account, to satisfy the expected demand of customers. By its nature, market making involves facilitating transactions among market participants that have differing views of securities and instruments. Any short positions taken by the Underwriter Entities and/or their clients through marketing or otherwise will increase in value if the related securities or other instruments decrease in value, while positions taken by the Underwriter Entities and/or their clients in credit derivative or other derivative transactions with other parties, pursuant to which the Underwriter Entities and/or their clients sell or buy credit protection with respect to one or more classes of the offered certificates, may increase in value if the offered certificates default, are expected to default, or decrease in value.

The Underwriter Entities and their clients acting through them may execute such transactions, modify or terminate such derivative positions and otherwise act with respect to such transactions, and may exercise or enforce, or refrain from exercising or enforcing, any or all of their rights and powers in connection therewith, without regard to whether any such action might have an adverse effect on the offered certificates or the certificateholders. Additionally, none of the Underwriter Entities will have any obligation to disclose any of these securities or derivatives transactions to you in your capacity as a certificateholder. As a result, you should expect that the Underwriter Entities will take positions that are inconsistent with, or adverse to, the investment objectives of investors in the offered certificates.

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

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

In addition, none of the Underwriter Entities will have any obligation to monitor the performance of the certificates or the actions of the parties to the pooling and servicing agreement and will have no authority to advise any party to the pooling and servicing agreement or to direct their actions.

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

The Underwriter Entities are playing several roles in this transaction. Deutsche Bank Securities Inc., one of the underwriters, is an affiliate of the depositor, German American Capital Corporation, a sponsor and an originator, and Deutsche Bank Trust Company Americas, the certificate administrator, custodian, 17g-5 information provider, certificate registrar and authenticating agent. KeyBanc Capital Markets Inc., an underwriter, is an affiliate of KeyBank National Association, a sponsor, originator and primary servicer. Jefferies LLC, an underwriter, is an affiliate of Jefferies LoanCore LLC, a sponsor and an originator.

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See “Transaction Parties—The Sponsors and Mortgage Loan Sellers”. Each of the foregoing relationships should be considered carefully by you before you invest in any certificates.

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

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

Notwithstanding the foregoing, the master servicer, a sub-servicer, the special servicer or any of their respective affiliates and, as it relates to servicing and administration of a non-serviced mortgage loan, each applicable master servicer, sub-servicer, special servicer or any of their respective affiliates under the pooling and servicing agreement governing the servicing of a non-serviced whole loan, may have interests when dealing with the mortgage loans that are in conflict with those of holders of the certificates, especially if the master servicer, a sub-servicer, the special servicer or any of their respective affiliates holds certificates or securities relating to any of the applicable companion loans, or has financial interests in or financial dealings with a borrower or a borrower sponsor.

In order to minimize the effect of certain of these conflicts of interest as they relate to the special servicer, if the special servicer obtains knowledge that it is a borrower party with respect to a mortgage loan, the special servicer will be required to resign as special servicer with respect to that mortgage loan and, prior to the occurrence of a control termination event under the pooling and servicing agreement, the directing certificateholder or the controlling class certificateholder on its behalf (or, with respect to a servicing shift whole loan, the holder of the related controlling companion loan) will be required to select a separate special servicer that is not a borrower party (referred to in this prospectus as an “excluded special servicer”) with respect to any excluded special servicer loan, unless such excluded special servicer loan is also an excluded loan, in which case the replacement special servicer will be selected by a vote of the certificateholders. If such excluded special servicer has not been appointed within 30 days of receipt of notice of the resigning special servicer’s resignation, the resigning special servicer will be required to use reasonable efforts to select the related excluded special servicer. See “Pooling and Servicing Agreement—Replacement of Special Servicer Without Cause”. Any excluded special servicer will be required to perform all of the obligations of the special servicer with respect to such excluded special servicer loan and will be entitled to all special servicing compensation with respect to such excluded special servicer loan earned during such time as the related mortgage loan is an excluded special servicer loan (provided that that special servicer will remain entitled to all other special servicing compensation with respect all mortgage loans and serviced whole loans that are not excluded special servicer loans). While the special servicer will have the same access to information related to the excluded special servicer loan as it does with respect to the other mortgage loans, the special servicer will covenant in the pooling and servicing agreement that it will not directly or indirectly provide any information related to the excluded special servicer loan to the related borrower party or any employees or personnel of such borrower party involved in the management of any investment in the related borrower party or the related mortgaged property and will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with those obligations. Notwithstanding those restrictions, there can be no assurance that the related borrower party will not obtain sensitive information related to the strategy of any contemplated workout or liquidation related to an excluded special servicer loan.

Each of these relationships may create a conflict of interest. For instance, if the special servicer or its affiliate holds a subordinate class of certificates, the special servicer might seek to reduce the potential for losses allocable to those certificates from the mortgage loans by deferring acceleration in hope of maximizing future proceeds. However, that action could result in less proceeds to the issuing entity than would be realized if earlier action had been taken. In addition, no servicer is required to act in a manner

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more favorable to the offered certificates or any particular class of certificates than to the Series 2016-DC2 non-offered certificates, any serviced companion loan holder or the holder of any serviced companion loan securities.

Each of the master servicer and the special servicer services and is expected to continue to service, in the ordinary course of its business, existing and new mortgage loans for third parties, including portfolios of mortgage loans similar to the mortgage loans. The real properties securing these other mortgage loans may be in the same markets as, and compete with, certain of the mortgaged properties securing the mortgage loans. Consequently, personnel of the master servicer or the special servicer, as applicable, may perform services, on behalf of the issuing entity, with respect to the mortgage loans at the same time as they are performing services, on behalf of other persons, with respect to other mortgage loans secured by properties that compete with the mortgaged properties securing the mortgage loans. In addition, the mortgage loan sellers will determine who will service mortgage loans that the mortgage loan sellers originate in the future, and that determination may be influenced by the mortgage loan seller’s opinion of servicing decisions made by the master servicer or special servicer under the pooling and servicing agreement including, among other things, the manner in which the master servicer or special servicer enforces breaches of representations and warranties against the related mortgage loan seller. This may pose inherent conflicts for the master servicer or the special servicer.

The special servicer may enter into one or more arrangements with the directing certificateholder, a controlling class certificateholder, a serviced companion loan holder or other certificateholders (or an affiliate or a third party representative of one or more of the preceding parties) to provide for a discount and/or revenue sharing with respect to certain of the special servicer compensation in consideration of, among other things, the special servicer’s appointment (or continuance) as special servicer under the pooling and servicing agreement and/or the related intercreditor agreement and limitations on the right of such person to replace the special servicer. See “—Other Potential Conflicts of Interest May Affect Your Investment” below. CWCapital Asset Management LLC is expected to act as the special servicer and it or an affiliate assisted Seer Capital Management LP and/or one or more of its affiliates with its due diligence of the mortgage loans prior to the closing date.

Although the master servicer and the special servicer will be required to service and administer the mortgage loan pool in accordance with the servicing standard and, accordingly, without regard to their rights to receive compensation under the pooling and servicing agreement and without regard to any potential obligation to repurchase or substitute a mortgage loan if the master servicer or special servicer is a mortgage loan seller, the possibility of receiving additional servicing compensation in the nature of assumption and modification fees, the continuation of receiving fees to service or specially service a mortgage loan, or the desire to avoid a repurchase demand resulting from a breach of a representation and warranty or material document default may under certain circumstances provide the master servicer or the special servicer, as the case may be, with an economic disincentive to comply with this standard.

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

Potential Conflicts of Interest of the Operating Advisor

Park Bridge Lender Services LLC, an indirect wholly owned subsidiary of Park Bridge Financial LLC, has been appointed as the initial operating advisor with respect to all of the mortgage loans other than non-serviced mortgage loans and servicing shift mortgage loans. See “Transaction Parties—The Operating Advisor and Asset Representations Reviewer”. In the normal course of conducting its business, the initial operating advisor 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 the depositor, the sponsors, the mortgage loan sellers, the originators, the certificate administrator, the trustee, the master servicer, the special servicer, the directing certificateholder or affiliates of any of those 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 the initial operating advisor’s duties as operating advisor. We cannot assure you that the existence of these

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relationships and other relationships in the future will not impact the manner in which the initial operating advisor performs its duties under the pooling and servicing agreement.

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 or has financial interests in or other financial dealings with any of the parties to this transaction, a borrower or a parent of a borrower.

Additionally, Park Bridge Lender Services LLC or its affiliates, in the ordinary course of their business, may in the future (a) perform for third parties contract underwriting services and advisory services as well as service or specially service mortgage loans and (b) acquire mortgage loans for their own account, including, in each such case, mortgage loans similar to the mortgage loans that will be included in the issuing entity. The real properties securing these other mortgage loans may be in the same markets as, and compete with, certain of the mortgaged properties securing the mortgage loans that will be included in the issuing entity. Consequently, personnel of Park Bridge Lender Services LLC may perform services, on behalf of the issuing entity, with respect to the mortgage loans included in the issuing entity at the same time as they are performing services with respect to, or while Park Bridge Lender Services LLC or its affiliates are holding, other mortgage loans secured by properties that compete with the mortgaged properties securing the mortgage loans included in the issuing entity. This may pose inherent conflicts for Park Bridge Lender Services LLC.

Potential Conflicts of Interest of the Asset Representations Reviewer

Park Bridge Lender Services LLC has been appointed as the initial asset representations reviewer with respect to all of the mortgage loans. See “Transaction Parties—The Operating Advisor and Asset Representations Reviewer”. In the normal course of conducting its business, the initial asset representations reviewer 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 the depositor, the sponsors, the mortgage loan sellers, the originators, the certificate administrator, the trustee, the master servicer, the special servicer or the directing certificateholder or affiliates of any of those 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 the initial asset representations reviewer’s duties as asset representations reviewer. We cannot assure you that the existence of these relationships and other relationships in the future will not impact the manner in which the initial asset representations reviewer performs its duties under the pooling and servicing agreement.

Notwithstanding the foregoing, the asset representations reviewer and its affiliates may have interests that are in conflict with those of certificateholders, especially if the asset representations reviewer or any of its affiliates holds certificates or has financial interests in or other financial dealings with any of the parties to this transaction, a borrower or a parent of a borrower.

Additionally, Park Bridge Lender Services LLC or its affiliates, in the ordinary course of their business, may in the future (a) perform for third parties contract underwriting services and advisory services as well as service or specially service mortgage loans and (b) acquire mortgage loans for their own account, including, in each such case, mortgage loans similar to the mortgage loans that will be included in the issuing entity. The real properties securing these other mortgage loans may be in the same markets as, and compete with, certain of the mortgaged properties securing the mortgage loans that will be included in the issuing entity. Consequently, personnel of Park Bridge Lender Services LLC may perform services, on behalf of the issuing entity, with respect to the mortgage loans included in the issuing entity at the same time as they are performing services with respect to, or while Park Bridge Lender Services LLC or its affiliates are holding, other mortgage loans secured by properties that compete with the mortgaged properties securing the mortgage loans included in the issuing entity. This may pose inherent conflicts for Park Bridge Lender Services LLC.

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Potential Conflicts of Interest of the Directing Certificateholder and the Companion Loan Holders

It is expected that Seer Capital Commercial Real Estate Debt Fund I Ltd. or an affiliate will be the initial directing certificateholder. The special servicer may, at the direction of the directing certificateholder (for so long as a control termination event does not exist and other than with respect to any excluded loan), take actions with respect to the specially serviced mortgage loans administered under the pooling and servicing agreement that could adversely affect the holders of some or all of the classes of certificates. The directing certificateholder will be controlled by the controlling class certificateholders.

The controlling class certificateholders and the holders of the companion loans or securities backed by such companion loans may have interests in conflict with those of the other certificateholders. As a result, it is possible that the directing certificateholder on behalf of the controlling class certificateholders (for so long as a control termination event does not exist and other than with respect to any excluded loan) or the directing certificateholder (which term as used herein will include any equivalent entity or any representative thereof) under the pooling and servicing agreement governing the servicing of a non-serviced whole loan may direct the special servicer or the special servicer under such pooling and servicing agreement relating to the other securitization transaction, as the case may be, to take actions that conflict with the interests of holders of certain classes of the certificates. Set forth below is the identity of the initial directing certificateholder for each pari passu whole loan, the expected securitization trust holding the controlling note in such whole loan and the pooling and servicing agreement under which it is expected to be serviced.

Whole Loan	Pooling and Servicing Agreement	Controlling Noteholder	Directing Certificateholder
Sun MHC Portfolio	COMM 2016-DC2	COMM 2016-DC2	Seer Capital Commercial Real Estate Debt Fund I Ltd.
Williamsburg Premium Outlets	COMM 2016-DC2(1)	German American Capital Corporation(1)	TBD(1)
Intercontinental Kansas City Hotel	COMM 2016-DC2	COMM 2016-DC2	Seer Capital Commercial Real Estate Debt Fund I Ltd.
Columbus Park Crossing	COMM 2016-DC2	COMM 2016-DC2	Seer Capital Commercial Real Estate Debt Fund I Ltd.
Promenade Gateway	COMM 2016-CCRE28	COMM 2016-CCRE28	KKR Real Estate Finance Holdings L.P.(2)
Birch Run Premium Outlets	COMM 2016-DC2(1)	German American Capital Corporation(1)	TBD(1)
Santa Monica Multifamily Portfolio	COMM 2016-CCRE28	COMM 2016-CCRE28	KKR Real Estate Finance Holdings L.P.(2)

(1) The servicing of the servicing shift whole loans will be transferred on the applicable servicing shift securitization date. The initial controlling noteholder of each servicing shift whole loan is German American Capital Corporation or an affiliate, as holder of the related controlling companion loan. After the applicable servicing shift securitization date, the controlling noteholder of each servicing shift whole loan is expected to be the controlling class representative or other directing certificateholder under such securitization.

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

The special servicer, upon consultation with a serviced companion loan holder or its representative, may take actions with respect to the related serviced whole loan that could adversely affect the holders of some or all of the classes of certificates, to the extent described in “Description of the Mortgage Pool—The Whole Loans—Sun MHC Portfolio Whole Loan”, “—Intercontinental Kansas City Hotel Whole Loan” and “—Columbus Park Crossing Whole Loan”. In connection with the pari passu whole loans serviced under the pooling and servicing agreement for this securitization, the serviced companion loan holders do not have any duties to the holders of any class of certificates, and they may have interests in conflict with those of the certificateholders. As a result, it is possible that a serviced companion loan holder (solely with respect to the related serviced whole loan) may advise the special servicer to take actions that conflict with the interests of holders 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 in “Pooling and Servicing Agreement—Termination of Servicer and Special Servicer for Cause—Servicer Termination Events”, the special servicer may be replaced by the directing certificateholder for cause at any time and without cause (for so long as a control termination event does not exist and other than with respect to any

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excluded loan) (or, in the case of a servicing shift mortgage loan, prior to the applicable servicing shift securitization date, by the holder of such companion loan at any time, for cause or without cause). See “Pooling and Servicing Agreement—The Directing Certificateholder” and “—Termination of Servicer and Special Servicer for Cause—Servicer Termination Events”.

Similarly, the applicable controlling class related to the securitization trust indicated in the chart above as the controlling noteholder (or, after the applicable servicing shift securitization date, the securitization trust for the related controlling companion loan) has certain consent and/or consultation rights with respect to the non-serviced mortgage loans under the related pooling and servicing agreement governing the servicing of that related non-serviced whole loan and have similar conflicts of interest with the holders of other certificates backed by the companion loans. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

The directing certificateholder and its affiliates (and the directing certificateholder under the pooling and servicing agreement governing the servicing of a non-serviced whole loan and their respective affiliates) may have interests that are in conflict with those of certain certificateholders, especially if the applicable directing certificateholder or any of its affiliates holds certificates or companion loan securities, or has financial interests in or other financial dealings (as lender or otherwise) with a borrower or an affiliate of a borrower. In order to minimize the effect of certain of these conflicts of interest, for so long as any borrower party is the directing certificateholder or the holder of the majority of the controlling class (any such loan referred to in this prospectus as an “excluded loan”), the directing certificateholder will not have consent or consultation rights solely with respect to the related excluded loan (however, the directing certificateholder will be provided certain notices and certain information relating to such excluded loan as described in the pooling and servicing agreement). In addition, for so long as any borrower party is the directing certificateholder or a controlling class certificateholder, as applicable, the directing certificateholder or such controlling class certificateholder, as applicable, will not be given access to any excluded information solely relating to the related excluded loan and/or the related mortgaged properties pursuant to the terms of the pooling and servicing agreement. Notwithstanding those restrictions, there can be no assurance that the directing certificateholder or any controlling class certificateholder will not obtain sensitive information related to the strategy of any contemplated workout or liquidation related to an excluded loan or otherwise seek to exert its influence over the special servicer in the event an excluded loan becomes subject to a workout or liquidation. See “Description of the Certificates—Reports to Certificateholders; Certain Available Information”. Each of these relationships may create a conflict of interest.

The special servicer, in connection with obtaining the consent of, or upon consultation with, the directing certificateholder or a serviced companion loan holder or its representative, may take actions with respect to the related serviced whole loan that could adversely affect the holders of some or all of the classes of certificates, to the extent described in “Description of the Mortgage Pool—The Whole Loans—Sun MHC Portfolio Whole Loan”, “—Intercontinental Kansas City Hotel Whole Loan” and “—Columbus Park Crossing Whole Loan”. In connection with the serviced whole loan, the serviced companion loan holder does not have any duties to the holders of any class of certificates, and it may have interests in conflict with those of the certificateholders. As a result, it is possible that the serviced companion loan holder may advise the special servicer to take actions with respect to the related serviced whole loan that conflict with the interests of holders of certain classes of the certificates.

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

The anticipated initial investor in the Class E, Class F, Class G, Class H and Class V certificates, which is referred to in this prospectus as the “B-piece buyer” (see “Pooling and Servicing Agreement—The Directing Certificateholder—General”), was given the opportunity by the sponsors to perform due diligence on the mortgage loans originally identified by the sponsors for inclusion in the issuing entity, and to request the removal, re-sizing, decrease in the principal balance of the mortgage loan, reduction of the time during which the loan pays interest-only, increase in the amount of required reserves or change in the expected repayment dates or other features of some or all of the mortgage loans. The mortgage pool as originally proposed by the sponsors was adjusted based on certain of these requests. In addition, the

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B-piece buyer received or may receive price adjustments or cost mitigation arrangements in connection with accepting certain mortgage loans in the mortgage pool.

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

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

The B-piece buyer, or an affiliate, will constitute the initial directing certificateholder. The directing certificateholder will have certain rights to direct and consult with the special servicer. In addition, the directing certificateholder will generally have certain consultation rights with regard to a non-serviced mortgage loan under the pooling and servicing agreement governing the servicing of such non-serviced whole loan and the related intercreditor agreement. See “Pooling and Servicing Agreement—The Directing Certificateholder” and “Description of the Mortgage Pool—The Whole Loans—Williamsburg Premium Outlets Whole Loan—Consultation and Control”, “—Promenade Gateway Whole Loan—Consultation and Control”, “—Birch Run Premium Outlets Whole Loan—Consultation and Control” and “—Santa Monica Multifamily Portfolio Whole Loan—Consultation and Control”.

CWCapital Asset Management LLC, which is expected to act as the special servicer, assisted Seer Capital Management LP or its affiliate with its due diligence of the mortgage loans prior to the closing date.

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

Conflicts of Interest May Occur as a Result of the Rights of the Applicable Directing Certificateholder To Terminate the Special Servicer of the Applicable Whole Loan

With respect to each whole loan, the directing certificateholder exercising control rights over that whole loan (or, with respect to a servicing shift whole loan, the holder of the related controlling companion loan) will be entitled, under certain circumstances, to remove the special servicer under the applicable pooling and servicing agreement governing the servicing of such whole loan and, in such circumstances, appoint a successor special servicer for such whole loan (or have certain consent rights with respect to such removal or replacement). The party with this appointment power may have special relationships or interests that conflict with those of the holders of one or more classes of certificates. In addition, that party does not have any duties to the holders of any class of certificates, may act solely in its own interests, and will have no liability to any certificateholders for having done so. No certificateholder may take any action against the directing certificateholder or, with respect to a servicing shift whole loan, the holder of the related controlling companion loan, under the pooling and servicing agreement for this securitization

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or under any pooling and servicing agreement governing the servicing of a non-serviced whole loan, or against any other parties for having acted solely in their respective interests. See “Description of the Mortgage Pool—The Whole Loans” for a description of these rights to terminate the special servicer.

Other Potential Conflicts of Interest May Affect Your Investment

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

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

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

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

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

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

Other Risks Relating to the Certificates

The Certificates Are Limited Obligations

The certificates, when issued, will only represent ownership interests in the issuing entity. The certificates will not represent an interest in or obligation of, and will not be guaranteed by, the sponsors, the depositor, or any other person. The primary assets of the issuing entity will be the mortgage loans, and distributions on any class of certificates will depend solely on the amount and timing of payments and other collections in respect of the mortgage loans. We cannot assure you that the cash flow from the mortgaged properties and the proceeds of any sale or refinancing of the mortgaged properties will be sufficient to pay the principal of, and interest on, the mortgage loans or to distribute in full the amounts of interest and principal to which the certificateholders will be entitled. See “Description of the Certificates—General”.

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

Your certificates will not be listed on any national securities exchange or traded on any automated quotation systems of any registered securities association, and there is currently no secondary market for your certificates. The underwriters have no obligation to make a market in the offered certificates. We cannot assure you that an active secondary market for the certificates will develop. Additionally, one or more investors may purchase substantial portions of one or more classes of certificates. Accordingly, you may not have an active or liquid secondary market for your certificates.

The market value of the certificates will also be influenced by the supply of and demand for CMBS generally. A number of factors will affect investors’ demand for CMBS, including:

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

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

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

· investors’ perceptions of commercial real estate lending or CMBS, which may be adversely affected by, among other things, a decline in real estate values or an increase in defaults and foreclosures on commercial mortgage loans.

We cannot assure you that your certificates will not decline in value.

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

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

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

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

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

Requirements similar to the Retention Requirement and the Due Diligence Requirement (the “Similar Requirements”): (i) apply to investments in securitizations by investment funds managed by EEA investment managers subject to EU Directive 2011/61/EU; and (ii) subject to the adoption of certain secondary legislation, will apply to investments in securitizations by EEA insurance and reinsurance undertakings and by EEA undertakings for collective investment in transferable securities.

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

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secondary market may be adversely affected. EEA-regulated investors are encouraged to consult with their own investment and legal advisors regarding the suitability of the offered certificates for investment.

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

· The issuing entity will be relying on an exclusion or exemption under the Investment Company Act contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Act (such statutory provision together with such implementing regulations, the “Volcker Rule”). The Volcker Rule generally prohibits “banking entities” (which is broadly defined to include U.S. banks and bank holding companies and many non-U.S. banking entities, together with their respective subsidiaries and other affiliates) from (i) engaging in proprietary trading, (ii) acquiring or retaining an ownership interest in or sponsoring a “covered fund” and (iii) entering into certain relationships with such funds. The Volcker Rule became effective on July 21, 2012, and final regulations implementing the Volcker Rule were adopted on December 10, 2013 and became effective on April 1, 2014. Conformance with the Volcker Rule and its implementing regulations is required by July 21, 2015 (subject to the possibility of up to two one-year extensions). In the interim, banking entities must make good faith efforts to conform their activities and investments to the Volcker Rule. Under the Volcker Rule, unless otherwise jointly determined otherwise by specified federal regulators, a “covered fund” does not include an issuer that may rely on an exclusion or exemption from the definition of “investment company” under the Investment Company Act other than the exclusions contained in Section 3(c)(1) and Section 3(c)(7) of the Investment Company Act. The general effects of the Volcker Rule remain uncertain. Any prospective investor in the certificates, including a U.S. or foreign bank or a subsidiary or other affiliate thereof, should consult its own legal advisors regarding such matters and other effects of the Volcker Rule.

· Financial accounting principles could under certain circumstances require an investor or its owner generally to consolidate the assets of the issuing entity in its financial statements and record third parties’ investments in the issuing entity as liabilities of that investor or owner or could otherwise adversely affect the manner in which the investor or its owner must report an investment in CMBS for financial reporting purposes.

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

Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities should consult with their own legal, accounting and other advisors in determining whether, and to what extent, the offered certificates will constitute legal investments for them or are subject to investment or other restrictions, unfavorable accounting treatment, capital charges or reserve requirements. See “Legal Investment”.

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

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

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

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

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

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

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

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

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

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

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

As part of the process of obtaining ratings for the offered certificates, the depositor had initial discussions with and submitted certain materials to five nationally recognized statistical rating organizations. Based on preliminary feedback from those nationally recognized statistical rating organizations at that time, the depositor selected three of those nationally recognized statistical rating organizations to rate certain classes of the certificates and not the other nationally recognized statistical rating organizations, due in part to their initial subordination levels for the various classes of the certificates. If the depositor had selected the other nationally recognized statistical rating organizations to rate the certificates, we cannot assure you that the ratings such other nationally recognized statistical rating organizations would have assigned to the certificates would not have been lower than the ratings assigned by the nationally recognized statistical rating organizations engaged by the depositor. Further, in the case of one nationally recognized statistical rating organization engaged by the depositor, the depositor only requested ratings for certain classes of rated certificates, due in part to the initial subordination levels provided by such nationally recognized statistical rating organization for the classes

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of certificates. If the depositor had selected such nationally recognized statistical rating organization to rate those other classes of rated certificates not rated by it, its ratings of those other certificates may have been different, and potentially lower, than those ratings ultimately assigned to those certificates by the other nationally recognized statistical rating organizations engaged to rate such certificates. In addition, the decision not to engage one or more other rating agencies in the rating of certain classes of certificates to be issued in connection with this transaction may negatively impact the liquidity, market value and regulatory characteristics of those classes of certificates. Although unsolicited ratings may be issued by any nationally recognized statistical rating organization, a nationally recognized statistical rating organization might be more likely to issue an unsolicited rating if it was not selected after having provided preliminary feedback to the depositor. Neither the depositor nor any other person or entity will have any duty to notify you if any other nationally recognized statistical rating organization issues, or delivers notice of its intention to issue, consolidated ratings on one or more classes of certificates after the date of this prospectus.

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

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

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

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

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

· the purchase price for the certificates;

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

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

For this purpose, principal payments include voluntary and involuntary prepayments, such as prepayments resulting from the application of loan reserves, property releases, casualty or condemnation, defaults and liquidations as well as principal payments resulting from repurchases due to material breaches of representations and warranties or material document defects or purchases by a companion loan holder or mezzanine lender (if any) pursuant to a purchase option or sales of defaulted mortgage loans.

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

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

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

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

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

The Timing of Prepayments and Repurchases May Change Your Anticipated Yield. The rate at which voluntary prepayments occur on the mortgage loans will be affected by a variety of factors, including:

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

· the level of prevailing interest rates;

· the availability of credit for commercial real estate;

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

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

· the occurrence of casualties or natural disasters; and

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

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Although a yield maintenance charge or other prepayment premium provision of a mortgage loan is intended to create an economic disincentive for a borrower to prepay voluntarily a mortgage loan, we cannot assure you that mortgage loans that have such provisions will not prepay.

The extent to which the master servicer or the special servicer, if any, forecloses upon, takes title to and disposes of any mortgaged property related to a mortgage loan or sells defaulted mortgage loans will affect the weighted average lives of your certificates. If the master servicer or the special servicer, if any, forecloses upon a significant number of the related mortgage loans, and depending upon the amount and timing of recoveries from the related mortgaged properties or sells defaulted mortgage loans, your certificates may have a shorter weighted average life.

Delays in liquidations of defaulted mortgage loans and modifications extending the maturity of mortgage loans will tend to delay the payment of principal on the mortgage loans. The ability of the related borrower to make any required balloon payment typically will depend upon its ability either to refinance the mortgage loan or to sell the related mortgaged property. A significant number of the mortgage loans require balloon payments at maturity or provide incentives for the borrower to repay by the related anticipated repayment date and there is a risk that a number of those mortgage loans may default at maturity, or that the master servicer or the special servicer, if any, may extend the maturity of a number of those mortgage loans in connection with workouts. We cannot assure you as to the borrowers’ abilities to make mortgage loan payments on a full and timely basis, including any balloon payments at maturity or anticipated repayment date. Bankruptcy of the borrower or adverse conditions in the market where the mortgaged property is located may, among other things, delay the recovery of proceeds in the case of defaults. Losses on the mortgage loans due to uninsured risks or insufficient hazard insurance proceeds may create shortfalls in distributions to certificateholders. Any required indemnification of a party to the pooling and servicing agreement in connection with legal actions relating to the issuing entity, the related agreements or the certificates may also result in shortfalls.

See “–Risks Relating to the Mortgage Loan—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions” above and “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Prepayment Protections and Certain Involuntary Prepayments”.

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

The certificates with notional amounts will not be entitled to distributions of principal (other than the payment of $100 on the first distribution date in respect of the Class X-B certificates which will be deemed a payment of principal on the principal balance of the Class X-B certificates for federal income tax purposes) but instead will accrue interest on their respective notional amounts. Because the notional amount of the certificates indicated in the table below is based upon all or a portion of the outstanding certificate balances of the related class of certificates, the yield to maturity on the indicated certificates will be extremely sensitive to the rate and timing of prepayments of principal, liquidations and principal losses on the mortgage loans to the extent allocated to the related certificates.

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Interest-Only Class of Certificates	Underlying Class or Classes
Class X-A	Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M
Class X-B	Class B and Class C
Class X-C	Class D
Class X-D	Class E and Class F
Class X-E	Class G
Class X-F	Class H

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

Your Yield May Be Adversely Affected By Prepayments Resulting From Earnout Reserves. With respect to certain mortgage loans, earnout escrows may have been established at origination, which funds may be released to the related borrower upon satisfaction of certain conditions. If such conditions with respect to any such mortgage loan are not satisfied, the amounts reserved in such escrows may be applied to the payment of the mortgage loan, which would have the same effect on the offered certificates as a prepayment of the mortgage loan, except that such application of funds would not be accompanied by any prepayment premium or yield maintenance charge. See Annex A-1. The pooling and servicing agreement will provide that unless required by the mortgage loan documents, the master servicer will not apply such amounts as a prepayment if no event of default has occurred.

Losses and Shortfalls May Change Your Anticipated Yield. If losses on the mortgage loans 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). Even if losses on the mortgage loans are not borne by your certificates, those losses may affect the weighted average life and yield to maturity of your certificates.

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

In addition, to the extent losses are realized on the mortgage loans, first the Class H certificates, then the Class G certificates, then the Class F certificates, then the Class E certificates, then the Class D certificates, then the Class C certificates, then to the Class B certificates, then the Class A-M certificates

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and, then pro rata, the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, based on their respective certificate balances, will bear such losses up to an amount equal to the respective outstanding certificate balance of that class. A reduction in the certificate balance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5 or Class A-M certificates will result in a corresponding reduction in the notional amount of the Class X-A certificates. A reduction in the certificate balance of the Class B or Class C certificates will result in a corresponding reduction in the notional amount of the Class X-B certificates. A reduction in the certificate balance of the Class D certificates will result in a corresponding reduction in the notional amount of the Class X-C certificates. A reduction in the certificate balance of the Class E or Class F certificates will result in a corresponding reduction in the notional amount of the Class X-D certificates. A reduction in the certificate balance of the Class G certificates will result in a corresponding reduction in the notional amount of the Class X-E certificates. A reduction in the certificate balance of the Class H certificates will result in a corresponding reduction in the notional amount of the Class X-F certificates. We make no representation as to the anticipated rate or timing of prepayments (voluntary or involuntary) or rate, timing or amount of liquidations or losses on the mortgage loans or as to the anticipated yield to maturity of any such offered certificate. See “Yield and Maturity Considerations”.

Risk of Early Termination. The issuing entity is subject to optional termination under certain circumstances. See “Pooling and Servicing Agreement—Termination; Retirement of Certificates”. In the event of this termination, you might receive some principal payments earlier than otherwise expected, which could adversely affect your anticipated yield to maturity.

Your Lack of Control Over the Issuing Entity and the Mortgage Loans Can Impact Your Investment

You Have Limited Voting Rights. Except as described in this prospectus, you and other certificateholders generally do not have a right to vote and do not have the right to make decisions with respect to the administration of the issuing entity and the mortgage loans. With respect to mortgage loans (other than any mortgage loan that will be serviced under a separate pooling and servicing agreement), those decisions are generally made, subject to the express terms of the pooling and servicing agreement for this transaction, by the master servicer, the special servicer, the trustee or the certificate administrator, as applicable, subject to any rights of the directing certificateholder under the pooling and servicing agreement for this transaction and the rights of the holders of the related companion loans and mezzanine debt under the related intercreditor agreement. With respect to the non-serviced mortgage loans, you will generally not have any right to vote or make decisions with respect the non-serviced mortgage loans, and those decisions will generally be made by the master servicer or the special servicer under the pooling and servicing agreement governing the servicing of the related non-serviced mortgage loan and the related companion loan, subject to the rights of the directing certificateholder appointed under such pooling and servicing agreement. See “Pooling and Servicing Agreement” and “Description of the Mortgage Pool—The Whole Loans”. In particular, with respect to the risks relating to a modification of a mortgage loan, see “—Risks Relating to Modifications of the Mortgage Loans” below.

In certain limited circumstances where certificateholders have the right to vote on matters affecting the issuing entity, in some cases, these votes are by certificateholders taken as a whole and in others the vote is by class. In all cases voting is based on the outstanding certificate balance, which is reduced by realized losses. In certain cases with respect to the termination of the special servicer and the operating advisor, certain voting rights will also be reduced by appraisal reductions, as described below. These limitations on voting could adversely affect your ability to protect your interests with respect to matters voted on by certificateholders. See “Description of the Certificates—Voting Rights”. You will have no rights to vote on any servicing matters related to the mortgage loans that will be serviced under a pooling and servicing agreement governing the servicing of a non-serviced whole loan.

The Rights of the Directing Certificateholder and the Operating Advisor Could Adversely Affect Your Investment. The directing certificateholder will have certain consent and consultation rights with respect to certain matters relating to the mortgage loans (other than a non-serviced mortgage loan, a servicing shift mortgage loan or any excluded loan) and the right to replace the special servicer with or without cause, except that if a control termination event (i.e., an event in which the certificate balance of the most senior class of certificates that is eligible to be a controlling class, as reduced by the application of

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appraisal reductions and realized losses, is less than 25% of its initial certificate balance), occurs and is continuing, the directing certificateholder will lose the consent rights and the right to replace the special servicer, and if a consultation termination event (i.e., an event in which the certificate balance of the most senior class of certificates that is eligible to be a controlling class (as reduced by the application of realized losses) is less than 25% of its initial certificate balance) occurs, then the directing certificateholder will lose the consultation rights. See “Pooling and Servicing Agreement—The Directing Certificateholder”.

These actions and decisions with respect to which the directing certificateholder has consent or consultation rights include, among others, certain modifications to the mortgage loans or serviced whole loans (other than servicing shift whole loans), including modifications of monetary terms, foreclosure or comparable conversion of the related mortgaged properties, and certain sales of mortgage loans or REO properties for less than the outstanding principal amount plus accrued interest, fees and expenses. As a result of the exercise of these rights by the directing certificateholder, the special servicer may take actions with respect to a mortgage loan that could adversely affect the interests of investors in one or more classes of offered certificates.

Similarly, with respect to a non-serviced mortgage loan, the special servicer under the pooling and servicing agreement governing the servicing of such non-serviced mortgage loan may, at the direction or upon the advice of the directing certificateholder of the related securitization trust holding the controlling note for the related non-serviced whole loan, take actions with respect to such non-serviced mortgage loan and related companion loan that could adversely affect such non-serviced mortgage loan, and therefore, the holders of some or all of the classes of certificates. Similarly, with respect to the a servicing shift whole loan, prior to the servicing shift securitization date, the special servicer may, at the direction or upon the advice of the holder of the controlling companion loan, take actions with respect to such whole loan that could adversely affect such whole loan, and therefore, the holders of some or all of the classes of certificates. The issuing entity (as the holder of the non-controlling notes) will have limited consultation rights with respect to major decisions relating to each non-serviced whole loan (and servicing shift whole loan) and in connection with a sale of a defaulted loan, and such rights will be exercised by the directing certificateholder for this transaction so long as no control termination event has occurred and is continuing and by the special servicer if a control termination event has occurred and is continuing. See “Description of the Mortgage Pool—The Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Although the special servicer under the pooling and servicing agreement and the special servicer for a non-serviced mortgage loan are not permitted to take actions which are prohibited by law or violate the servicing standard under the applicable pooling and servicing agreement or the terms of the related loan documents, it is possible that the directing certificateholder (or equivalent entity) under such pooling and servicing agreement may direct or advise, as applicable, the related special servicer to take actions with respect to such mortgage loan that conflict with the interests of the holders of certain classes of the certificates.

You will be acknowledging and agreeing, by your purchase of offered certificates, that the directing certificateholder and the directing certificateholder (or equivalent entity) under the pooling and servicing agreement governing the servicing of each non-serviced mortgage loan:

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

(ii) may act solely in the interests of the holders of the controlling class (or, in the case of a non-serviced mortgage loan, the controlling class of the securitization trust formed under the pooling and servicing agreement governing the servicing of such non-serviced mortgage loan)

(iii) does not have any duties to the holders of any class of certificates other than the controlling class (or, in the case of a non-serviced mortgage loan, the controlling class of the securitization trust formed under the pooling and servicing agreement governing the servicing of such non-serviced mortgage loan);

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(iv) may take actions that favor the interests of the holders of the controlling class (or, in the case of a non-serviced mortgage loan, the controlling class of the securitization trust formed under the pooling and servicing agreement governing the servicing of such non-serviced mortgage loan) over the interests of the holders of one or more other classes of certificates; and

(v) will have no liability whatsoever (other than to a controlling class certificateholder) for having so acted as set forth in clauses (i) – (iv) above, and that no certificateholder may take any action whatsoever against the directing certificateholder or the directing certificateholder under the pooling and servicing agreement governing the servicing of such non-serviced mortgage loan or any of their respective affiliates, directors, officers, employees, shareholders, members, partners, agents or principals for having so acted.

In addition, if a control termination event has occurred and is continuing, the operating advisor will have certain consultation rights with respect to certain matters relating to the mortgage loans (other than non-serviced mortgage loans). Further, if a consultation termination event has occurred and is continuing, the operating advisor will have the right to recommend a replacement of the special servicer, as described in “Pooling and Servicing Agreement—The Operating Advisor”. The operating advisor is generally required to act on behalf of the issuing entity and in the best interest of, and for the benefit of, the certificateholders (as a collective whole as if such certificateholders and, in the case of any serviced whole loan (other than any servicing shift whole loan), any related pari passu companion loan holders constituted a single lender). We cannot assure you that any actions taken by the special servicer as a result of a recommendation or consultation by the operating advisor will not adversely affect the interests of investors in one or more classes of certificates. With respect to a non-serviced mortgage loan, the operating advisor appointed under the pooling and servicing agreement governing the servicing of such non-serviced mortgage loan will have similar rights and duties under such pooling and servicing agreement. Further, the operating advisor will generally have no obligations or consultation rights under the pooling and servicing agreement for this transaction with respect to any non-serviced mortgage loan, servicing shift mortgage loan or any related REO Property. Additionally, with respect to a servicing shift mortgage loan, in the event the related controlling pari passu companion loan is not included in a future securitization, the pooling and servicing agreement under this securitization does not provide for an operating advisor with rights and duties in connection with the servicing and administration of such serviced whole loan. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

You Have Limited Rights to Replace the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer. In general, the directing certificateholder will have the right to terminate and replace the special servicer with or without cause so long as no control termination event has occurred and is continuing as described in this prospectus. After the occurrence and during the continuance of a control termination event under the pooling and servicing agreement, the special servicer may also be removed in certain circumstances (x) if a request is made by certificateholders evidencing not less than 25% of the voting rights (taking into account the application of appraisal reductions to notionally reduce the respective certificate balances) and (y) upon receipt of approval by (i) certificateholders holding at least 75% of a quorum of the certificateholders (which is the holders of certificates evidencing at least 75% of the voting rights (taking into account the application of realized losses and the application of appraisal reductions to notionally reduce the respective certificate balances)) 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-E, Class X-F, Class V and Class R 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 “Pooling and Servicing Agreement—Replacement of Special Servicer Without Cause”.

The certificateholders will generally have no right to replace and terminate the master servicer, the trustee and the certificate administrator without cause. The vote of the requisite percentage of certificateholders may terminate the operating advisor or the asset representations reviewer without cause. The vote of the requisite percentage of the certificateholders will be required to replace the

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master servicer, the special servicer, the operating advisor and the asset representations reviewer even for cause, and certain termination events may be waived by the vote of the requisite percentage of the certificateholders. The certificateholders will have no right to replace the master servicer or the special servicer of the pooling and servicing agreement relating to a non-serviced mortgage loan. We cannot assure you that your lack of control over the replacement of these parties will not have an adverse impact on your investment.

The Rights of Companion Loan Holders and Mezzanine Debt Could Adversely Affect Your Investment. The holders of a pari passu companion loan relating to the serviced mortgage loans will have certain consultation rights (on a non-binding basis) with respect to major decisions relating to the related whole loan under the related intercreditor agreement. Such companion loan holder and its representative may have interests in conflict with those of the holders of some or all of the classes of certificates, and may advise the special servicer to take actions that conflict with the interests of the holders of certain classes of the certificates. Although any such consultation is non-binding and the special servicer is not obligated to consult with the companion loan holder if required under the servicing standard, we cannot assure you that the exercise of the rights of such companion loan holder will not delay any action to be taken by the special servicer and will not adversely affect your investment.

With respect to mortgage loans that have mezzanine debt, the related mezzanine lender will have the right under certain limited circumstances to (i) cure certain defaults with respect to, and under certain default scenarios, purchase (without payment of any yield maintenance charge or prepayment premium) the related mortgage loan and (ii) so long as no event of default with respect to the related mortgage loan continues after the mezzanine lender’s cure right has expired, approve certain modifications and consent to certain actions to be taken with respect to the related mortgage loan. See “Description of the Mortgage Pool—Mortgage Pool Characteristics” and “—Additional Indebtedness”.

The purchase option that the holder of mezzanine debt holds pursuant to the related intercreditor agreement generally permits such holder to purchase its related defaulted mortgage loan for a purchase price generally equal to the outstanding principal balance of the related defaulted mortgage loan, together with accrued and unpaid interest (exclusive of default interest) on, and unpaid servicing expenses, protective advances and interest on advances related to, such defaulted mortgage loan. However, in the event such holder is not obligated to pay some or all of those fees and additional expenses, including any liquidation fee payable to the special servicer under the terms of the pooling and servicing agreement, then the exercise of such holder’s rights under the intercreditor agreement to purchase the related mortgage loan from the issuing entity may result in a loss to the issuing entity in the amount of those fees and additional expenses. In addition, such holder’s right to cure defaults under the related defaulted mortgage loan could delay the issuing entity’s ability to realize on or otherwise take action with respect to such defaulted mortgage loan.

In addition, with respect to a non-serviced mortgage loan, you will not have any right to vote with respect to any matters relating to the servicing and administration of the non-serviced mortgage loan. See “Description of the Mortgage Pool—The Whole Loans—Williamsburg Premium Outlets Whole Loan”, “—Promenade Gateway Whole Loan”, “—Birch Run Premium Outlets Whole Loan”, “—Santa Monica Multifamily Portfolio Whole Loan” and “Pooling and Servicing Agreement—Servicing of the Non-Servicing Mortgage Loan”.

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

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

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

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

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

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

Risks Relating to Modifications of the Mortgage Loans

As delinquencies or defaults occur, the special servicer will be required to utilize an increasing amount of resources to work with borrowers to maximize collections on the mortgage loans serviced by it. This may include modifying the terms of such mortgage loans that are in default or whose default is reasonably foreseeable. At each step in the process of trying to bring a defaulted mortgage loan current or in maximizing proceeds to the issuing entity, the special servicer will be required to invest time and resources not otherwise required when collecting payments on performing mortgage loans. Modifications of mortgage loans implemented by the special servicer in order to maximize ultimate proceeds of such mortgage loans to issuing entity may have the effect of, among other things, reducing or otherwise changing the mortgage rate, forgiving or forbearing payments of principal, interest or other amounts owed under the mortgage loan, extending the final maturity date of the mortgage loan, capitalizing or deferring delinquent interest and other amounts owed under the mortgage loan, forbearing payment of a portion of the principal balance of the mortgage loan or any combination of these or other modifications.

Any modified mortgage loan may remain in the issuing entity, and the modification may result in a reduction in (or may eliminate) the funds received with respect of such mortgage loan. In particular, any modification to reduce or forgive the amount of interest payable on the mortgage loan will reduce the amount cash flow available to make distributions of interest on the certificates, which will likely impact the most subordinated classes of certificates that suffer the shortfall. To the extent the modification defers principal payments on the mortgage loan (including as a result of an extension of its stated maturity date), certificates entitled to principal distributions will likely be repaid more slowly than anticipated, and if principal payments on the mortgage loan are forgiven, the reduction will cause a write-down of the certificate balances of the certificates in reverse order of seniority. See “Description of the Certificates—Subordination; Allocation of Realized Losses”.

The ability to modify mortgage loans by the special servicer may be limited by several factors. First, if the special servicer has to consider a large number of modifications, operational constraints may affect the ability of the special servicer to adequately address all of the needs of the borrowers. Furthermore, the terms of the related servicing agreement may prohibit the special servicer from taking certain actions in connection with a loan modification, such as an extension of the loan term beyond a specified date such as a specified number of years prior to the rated final distribution date. You should consider the importance of the role of the special servicer in maximizing collections for the transaction and the impediments the special servicer may encounter when servicing delinquent or defaulted mortgage loans. In some cases, failure by a special servicer to timely modify the terms of a defaulted mortgage loan may reduce amounts available for distribution on the certificates in respect of such mortgage loan, and consequently may reduce amounts available for distribution to the related certificates. In addition, even if a loan modification is successfully completed, we cannot assure you that the related borrower will continue to perform under the terms of the modified mortgage loan.

Modifications that are designed to maximize collections in the aggregate may adversely affect a particular class of certificates. The pooling and servicing agreement obligates the special servicer not to consider the interests of individual classes of certificates. You should note that in connection with considering a modification or other type of loss mitigation, the special servicer may incur or bear related out-of-pocket expenses, such as appraisal fees, which would be reimbursed to the special servicer from the transaction as servicing advances and paid from amounts received on the modified loan or from other mortgage loans in the mortgage pool but in each case, prior to distributions being made on the certificates.

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Sponsors May Not Make Required Repurchases or Substitutions of Defective Mortgage Loans or Pay Any Loss of Value Payment Sufficient to Cover All Losses on a Defective Mortgage Loan

Each sponsor is the sole warranting party in respect of the mortgage loans sold by such sponsor to us. Neither we nor any of our affiliates (except German American Capital Corporation, in its capacity as a sponsor) is obligated to repurchase or substitute any mortgage loan or make any payment to compensate the issuing entity in connection with a breach of any representation or warranty of a sponsor or any document defect, if the sponsor defaults on its obligation to do so. We cannot assure you that the sponsors will effect such repurchases or substitutions or make such payment to compensate the issuing entity. Although a loss of value payment may only be made to the extent that the special servicer deems such amount to be sufficient to compensate the issuing entity for such material defect or material breach, we cannot assure you that such loss of value payment will fully compensate the issuing entity for such material defect or material breach in all respects. In addition, the sponsors may have various legal defenses available to them in connection with a repurchase or substitution obligation or an obligation to pay the loss of value payment. In particular, in the case of a non-serviced loan that is serviced under the pooling and servicing agreement entered into in connection with the securitization of the related pari passu companion loan, the asset representations reviewer (if applicable) under that pooling and servicing agreement may review the diligence file relating to such pari passu companion loan concurrently with the review of the asset representations reviewer of the related mortgage loan for this transaction, and their findings may be inconsistent, and such inconsistency may allow the related mortgage loan seller to challenge the findings of the asset representations reviewer of the affected mortgage loan. Any mortgage loan that is not repurchased or substituted and that is not a “qualified mortgage” for a REMIC may cause designated portions of the issuing entity to fail to qualify as one or more REMICs or cause the issuing entity to incur a tax. See “Description of the Mortgage Loan Purchase Agreements”.

Risks Relating to Interest on Advances and Special Servicing Compensation

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

Bankruptcy of a Servicer May Adversely Affect Collections on the Mortgage Loans and the Ability to Replace the Servicer

The master servicer or the special servicer may be eligible to become a debtor under the federal bankruptcy code or enter into receivership under the Federal Deposit Insurance Act (“FDIA”). If a master servicer or special servicer, as applicable, were to become a debtor under the federal bankruptcy code or enter into receivership under the FDIA, although the pooling and servicing agreement provides that such an event would entitle the issuing entity to terminate the master servicer or special servicer, as applicable, the provision would most likely not be enforceable. However, a rejection of the pooling and servicing agreement by a master servicer or special servicer, as applicable, in a bankruptcy proceeding or repudiation of the pooling and servicing agreement in a receivership under the FDIA would be treated as a breach of the pooling and servicing agreement and give the issuing entity a claim for damages and the ability to appoint a successor master servicer or special servicer, as applicable. An assumption under the federal bankruptcy code would require the master servicer or special servicer, as applicable, to cure its pre-bankruptcy defaults, if any, and demonstrate that it is able to perform following assumption. The bankruptcy court may permit the master servicer or special servicer, as applicable, to assume the servicing agreement and assign it to a third party. An insolvency by an entity governed by state insolvency law would vary depending on the laws of the particular state. We cannot assure you that a bankruptcy or receivership of the master servicer or special servicer, as applicable, would not adversely

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impact the servicing of the mortgage loans or the issuing entity would be entitled to terminate the master servicer or special servicer, as applicable, in a timely manner or at all.

If any master servicer or special servicer, as applicable, becomes the subject of bankruptcy or similar proceedings, the issuing entity claim to collections in that master servicer or special servicer’s, as applicable, possession at the time of the bankruptcy filing or other similar filing may not be perfected. In this event, funds available to pay principal and interest on your certificates may be delayed or reduced.

The Sponsors, the Depositor and the Issuing Entity 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 a sponsor or the depositor, it is possible the issuing entity’s right to payment from or ownership of the mortgage loans could be challenged, and if such challenge were successful, delays, reductions in payments and/or losses on the certificates could occur.

The transfer of the mortgage loans by the sponsors in connection with this offering is not expected to qualify for the securitization safe harbor adopted by the Federal Deposit Insurance Corporation (the “FDIC”) for securitizations sponsored by insured depository institutions. However, the safe harbor is non-exclusive.

In the case of each sponsor, an opinion of counsel will be rendered on the closing date, based on certain facts and assumptions and subject to certain qualifications, to the effect that the transfer of the applicable mortgage loans by such sponsor to the depositor would generally be respected in the event of a bankruptcy or insolvency of such sponsor. A legal opinion is not a guaranty as to what any particular court would actually decide, but rather an opinion as to the decision a court would reach if the issues are competently presented and the court followed existing precedent as to legal and equitable principles applicable in bankruptcy cases. In any event, we cannot assure you that the Federal Deposit Insurance Corporation, a bankruptcy trustee or another interested party, as applicable, would not attempt to assert that such transfer was not a sale. Even if a challenge were not successful, it is possible that payments on the certificates would be delayed while a court resolves the claim.

In addition, since the issuing entity is a common law trust, it may not be eligible for relief under the federal bankruptcy laws, unless it can be characterized as a “business trust” for purposes of the federal bankruptcy laws. Bankruptcy courts look at various considerations in making this determination, so it is not possible to predict with any certainty whether or not the issuing entity would be characterized as a “business trust”. Regardless of whether a bankruptcy court ultimately determines that the issuing entity is a “business trust”, it is possible that payments on the offered certificates would be delayed while the court resolved the issue.

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

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

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

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

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

REMIC Status. If an entity intended to qualify as a REMIC fails to satisfy one or more of the REMIC provisions of the Code during any taxable year, the Code provides that such entity will not be treated as a REMIC for such year and any year thereafter. In such event, the issuing entity, including the Upper-Tier REMIC and the Lower-Tier REMIC, would likely be treated as one or more separate associations taxable as corporations under Treasury regulations, and the offered certificates may be treated as stock interests in those associations and not as debt instruments.

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Description of the Mortgage Pool

General

The assets of the issuing entity will consist of a pool of 64 fixed rate mortgage loans (each, a “Mortgage Loan” and, collectively, the “Mortgage Pool”) with an aggregate principal balance as of the Cut-off Date of $806,195,160 (the “Initial Pool Balance”) The “Cut-off Date” with respect to each Mortgage Loan is the later of the related due date in March 2016 and the date of origination of such Mortgage Loan.

Seven (7) of the Mortgage Loans, representing approximately 34.7% of the Initial Pool Balance, are each part of a larger whole loan, each of which is comprised of the related Mortgage Loan and one or more loans that are pari passu in right of payment to the related Mortgage Loan (collectively referred to in this prospectus as the “Pari Passu Companion Loans” or the “Companion Loans”), and each Mortgage Loan and the related Companion Loan(s) are collectively referred to as a “Whole Loan”. Each Companion Loan is secured by the same mortgages and the same assignments of leases and rents securing the related Mortgage Loan. See “—The Whole Loans” below for more information regarding the rights of the holders of the Companion Loans and the servicing and administration of the Whole Loans that will not be serviced under the pooling and servicing agreement for this transaction.

The Mortgage Loans were originated or acquired by the mortgage loan sellers set forth in the following chart. The mortgage loan sellers will sell their respective Mortgage Loans to the depositor, which will in turn sell the Mortgage Loans to the issuing entity:

Mortgage Loan Seller	Number of Mortgage Loans	Aggregate Cut-Off Date Balance of Mortgage Loans	Approx. % of Initial Pool Balance
German American Capital Corporation	21	$416,272,743	51.6%
KeyBank National Association	28	240,007,669	29.8
Jefferies LoanCore LLC	15	149,914,748	18.6
Total	64	$806,195,160	100.0%

Each of the Mortgage Loans or Whole Loans is evidenced by one or more promissory notes or similar evidence of indebtedness (each a “Mortgage Note”) and, in each case, secured by (or, in the case of an indemnity deed of trust, backed by a guaranty that is secured by) one or more mortgages, deeds of trust or other similar security instruments (each, a “Mortgage”) creating a first lien on a fee simple and/or leasehold interest in one or more commercial, multifamily or manufactured housing community real properties (each, a “Mortgaged Property”).

The Mortgage Loans are generally non-recourse loans. In the event of a borrower default on a non-recourse Mortgage Loan, recourse may be had only against the specific Mortgaged Property or Properties, as applicable, and the other limited assets securing such Mortgage Loan, and not against the related borrower’s other assets. The Mortgage Loans are not insured or guaranteed by the sponsors, the mortgage loan sellers or any other person or entity unrelated to the respective borrower. You should consider all of the Mortgage Loans to be nonrecourse loans as to which recourse in the case of default will be limited to the specific property and other assets, if any, pledged to secure the related Mortgage Loan.

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 Calculations and Definitions

This prospectus sets forth certain information with respect to the Mortgage Loans and the Mortgaged Properties. The sum in any column of the tables presented in Annex A-2 may not equal the indicated total due to rounding. The information in Annex A-1 with respect to the Mortgage Loans and the Mortgaged Properties is based upon the Mortgage Pool as it is expected to be constituted as of the close of business

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on March 16, 2016 (the “Closing Date”), assuming that (i) all scheduled principal and interest payments due on or before the Cut-off Date will be made and (ii) there will be no principal prepayments on or before the Closing Date. The statistics in Annex A-1, Annex A-2 and Annex A-3 were primarily derived from information provided to the depositor by each sponsor, which information may have been obtained from the borrowers.

All percentages of the Mortgage Loans and Mortgaged Properties, or of any specified group of Mortgage Loans and Mortgaged Properties, referred to in this prospectus without further description are approximate percentages of the Initial Pool Balance (in the case of Mortgage Loan information) or by Allocated Loan Amount as of the Cut-off Date (in the case of Mortgaged Property information).

The information presented in this prospectus with respect to the Loan Per Net Rentable Area, Cut-off Date Loan-to-Value Ratio, Loan-to-Value Ratio at Maturity or ARD, DSCR, Underwritten NCF Debt Yield and Underwritten NOI Debt Yield (i) for each Mortgage Loan with one or more Pari Passu Companion Loans is calculated in a manner that reflects the aggregate indebtedness evidenced by that Mortgage Loan and the related Pari Passu Companion Loan(s), and (ii) for each Mortgage Loan that is part of a group of cross-collateralized and cross-defaulted Mortgage Loans, are calculated on an aggregate basis, in each case, unless otherwise indicated.

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

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

“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 Cut-off Date 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 Cut-off Date 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.

“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) or: (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 or (ii) in the case of a Mortgage Loan that provides for an initial interest only period and provides for scheduled amortization payments thereafter, 12 times the monthly payment of principal and interest payable during such subsequent amortization period. Monthly debt service and debt service coverage ratios are calculated using 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), subject to the proviso to the prior sentence. In the case of any Whole Loan, Annual Debt Service is calculated with respect to the Mortgage Loan including any related Pari Passu Companion Loan.

“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, in addition to an “as-is” value, the appraisal states an “as-complete” or “as stabilized” value for the related Mortgaged Property that assumes that certain events will occur with respect to re-tenanting, construction, renovation or repairs at such Mortgaged Property. In most such cases, the applicable mortgage loan seller has taken reserves sufficient to complete such re-tenanting, construction, renovation or repairs. We make no representation that sufficient amounts have been reserved or that the appraised value would approximate either the value that would be determined in a current appraisal of the related Mortgaged Property or the amount that would be realized upon a sale. In addition, with respect to a Mortgage Loan secured by the portfolio of Mortgaged Properties, the Appraised Value represents the “as portfolio” value for the portfolio of Mortgaged Properties as a collective whole, which is generally higher than the aggregate of the “as-is” or “as-complete” appraised values of the individual Mortgaged Properties. However, in the case of the

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portfolio of Mortgaged Properties identified on Annex A-1 as Sun MHC Portfolio, which secure a Mortgage Loan representing approximately 9.3% of the Initial Pool Balance, the portfolio appraised value of $144,100,000 reflects a discount attributed to the aggregate appraised value of the Sun MHC Portfolio Mortgaged Properties as a whole. The sum of the appraised values of each of the Mortgaged Properties on an individual basis is $148,250,000. In the case of the Mortgaged Property identified on Annex A-1 as North Point Center East, which secures a Mortgage Loan representing approximately 7.7% of the Initial Pool Balance, the appraised value used in this prospectus, including for the purpose of calculating the Cut-off Date LTV Ratio and Loan-to-Value Ratio at Maturity or ARD is the “as-complete” appraised value, which takes into account planned tenant improvements at buildings 100, 200 and 333 at the Mortgaged Property. At closing, the borrower deposited approximately $2,900,000 into tenant improvement reserves to cover the full cost of the planned tenant improvements. Based on the “as-is” appraised value of $86,900,000, the Cut-off Date LTV Ratio and Loan-to-Value Ratio at Maturity or ARD are 71.3% and 65.7%, respectively. In the case of the Mortgaged Property identified on Annex A-1 as Intercontinental Kansas City Hotel, which secures a Mortgage Loan representing approximately 5.6% of the Initial Pool Balance, (i) the Cut-off Date LTV Ratio has been calculated net of the $15,898,677 upfront PIP reserve and (ii) the Loan-to-Value Ratio at Maturity or ARD has been calculated based on the “as-stabilized” value as of January 1, 2018, which assumes that a PIP in the amount of approximately $15,898,677 (including items required under the related franchise agreement and other items specified in the Mortgage Loan agreement) is complete and that the hotel achieves occupancy, ADR and RevPAR of 75.0%, $197.76 and $147.81, respectively. At closing, the borrower reserved $15,898,677 for the PIP. The Cut-off Date LTV Ratio (without deducting the PIP reserve) is approximately 82.6% and the Loan-to-Value Ratio at Maturity or ARD based on the “as-is” appraised value of $91,000,000 is 70.9%. In the case of the Mortgaged Property identified on Annex A-1 as Hampton Inn Eau Claire, which secures a Mortgage Loan representing approximately 1.0% of the Initial Pool Balance, the appraised value used in this prospectus, including for the purpose of calculating the Cut-off Date LTV Ratio and Loan-to-Value Ratio at Maturity or ARD, is the “as complete” value, which assumes that a property improvement plan in the amount of $2,044,758 (required under the related franchise agreement) is completed. At closing, the borrower deposited $1,384,734 into an upfront PIP reserve to cover the cost of a portion of such property improvement plan. See “—Redevelopment, Renovation and Expansion” below. Based on the “as-is” appraised value of $9,700,000, the Cut-Off Date LTV Ratio and LTV Ratio at Maturity or ARD are 83.4% and 62.4.%, respectively. In the case of certain Mortgage Loans as described in “—Appraised Value”, the Loan-to-Value Ratio at Maturity or ARD for such Mortgage Loans has been calculated based on the “as-complete” or “as stabilized” Appraised Value of a related Mortgaged Property, and in certain other cases, based on an Appraised Value that includes certain property that does not constitute real property. The Appraised Value set forth on Annex A-1 is the “as-is” value unless otherwise specified in this prospectus, on Annex A-1 and/or the related footnotes.

We cannot assure you that the value of any particular Mortgaged Property will not have declined from the Appraised Value shown on Annex A-1. We make no representation that any Appraised Value presented in this prospectus would approximate either the value that would be determined in a current appraisal of the Mortgaged Property or the amount that would be realized upon a sale of the Mortgaged Property.

“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, outstanding at the related Anticipated Repayment Date or due at maturity, as the case may be) for such Mortgage Loan, assuming no payment defaults or principal prepayments.

“Cut-off Date Balance” of any Mortgage Loan or Companion Loan, will be the unpaid principal balance of that Mortgage Loan or Companion Loan, as of the Cut-off Date, after application of all payments due on or before that date, whether or not received.

“GLA” means gross leasable area.

“Hard Lockbox” means that the borrower is required to direct the tenants to pay rents directly to a lockbox account controlled by the lender. Hospitality, multifamily and manufactured housing community properties are considered to have a hard lockbox if credit card receivables are required to be deposited

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directly into the lockbox account even though cash, checks or “over the counter” receipts are deposited by the manager of the related Mortgaged Property into the lockbox account controlled by the lender.

“In-Place Cash Management” means, for funds directed into a lockbox, such funds are generally not made immediately available to the related borrower, but instead are forwarded to a cash management account controlled by the lender and the funds are disbursed according to the related Mortgage Loan documents with any excess remitted to the related borrower (unless an event of default under the Mortgage Loan documents or one or more specified trigger events have occurred and are outstanding), generally on a daily basis.

“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.

“Largest Tenant” means, with respect to any Mortgaged Property, the tenant occupying the largest amount of net rentable square feet. Similarly, “2nd Largest Tenant”, “3rd Largest Tenant”, “4th Largest Tenant” and “5th Largest Tenant” mean, with respect to any Mortgaged Property, the tenant occupying the second, third, fourth or fifth (as applicable) largest amount of net rentable square feet.

“Largest Tenant Lease Expiration” means the date at which the applicable Largest Tenant’s lease is scheduled to expire. Similarly, “2nd Largest Tenant Lease Expiration”, “3rd Largest Tenant Lease Expiration”, “4th Largest Tenant Lease Expiration” and “5th Largest Tenant Lease Expiration” mean, with respect to any Mortgaged Property, the date at which the applicable 2nd Largest Tenant’s, 3rd Largest Tenant’s, 4th Largest Tenant’s or 5th Largest Tenant’s, as applicable, lease is scheduled to expire.

“Loan Per Net Rentable Area” means the principal balance per unit of measurement as of the Cut-off Date. With respect to any Mortgage Loan contained in any group of cross-collateralized Mortgage Loans, the Loan Per Net Rentable Area is calculated on the basis of the aggregate principal balances of all Mortgage Loans comprising such group.

“Loan-to-Value Ratio,” “Cut-off Date LTV Ratio,” “LTV Ratio”, “Cut-off Date LTV” “ 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 aggregate Appraised Values of the Mortgaged Properties; provided that:

· In the case of a Mortgage Loan that is part of a Whole Loan, unless otherwise indicated, the Cut-off Date Loan-to-Value Ratio was calculated with respect to such Mortgage Loan including any related Pari Passu Companion Loans.

· With respect to any group of cross-collateralized and cross-defaulted Mortgage Loans, such terms mean the ratio, expressed as a percentage, of the aggregate Cut-off Date Balance of such Mortgage Loans divided by the aggregate Appraised Value of the related Mortgaged Properties. See the definition of “Appraised Value” above and Annex A-1 and the related footnotes.

· With respect to each Mortgaged Property identified in “—Appraised Value” below, unless otherwise indicated, the respective Cut-off Date LTV Ratio was calculated using the related “as-complete” Appraised Values, as opposed to the “as-is” Appraised Value.

· With respect to the Mortgaged Properties that secure the Mortgage Loans listed in the following table, the respective Cut-off Date LTV Ratio was calculated based on the respective Cut-off Date Balance less a related earnout or holdback reserve. The respective Cut-off Date LTV Ratios calculated without adjusting for the related earnout or holdback reserve are as follows:

Mortgage Loan Name	% of Initial Pool Balance	Un-Adjusted Cut- off Date LTV Ratio	Earnout or Holdback Reserve Amount	Cut-off Date LTV Ratio
Intercontinental Kansas City Hotel(1)	5.6%	82.6%	$15,898,677	65.1%

(1) Reserve is for capital improvements and FF&E under franchisor required PIP or otherwise specified in the loan documents.

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“Loan-to-Value Ratio at Maturity or ARD”, “LTV Ratio at Maturity or ARD”, “Balloon LTV” or “Maturity Date LTV Ratio” or “Maturity Date or ARD LTV” “ means, with respect to any Mortgage Loan, (a) the Balloon Balance of such Mortgage Loan, divided by (b) the Appraised Value of the related Mortgaged Property or Mortgaged Properties; provided that:

· In the case of a Mortgage Loan that is part of a Whole Loan, unless otherwise indicated, Loan-to-Value Ratio at Maturity or ARD was calculated with respect to such Mortgage Loan including any related Pari Passu Companion Loans.

· In the case of an ARD Loan, the Loan-to-Value Ratio at Maturity or ARD is calculated with respect to the related Balloon Balance on the related Anticipated Repayment Date.

· With respect to any group of cross-collateralized and cross-defaulted Mortgage Loans, such terms mean the ratio, expressed as a percentage, of the aggregate Balloon Balance of such Mortgage Loans divided by the aggregate Appraised Value of the related Mortgaged Properties.

· With respect to each Mortgaged Property identified in “—Appraised Value” above, unless otherwise indicated, the respective Loan-to-Value Ratio at Maturity or ARD was calculated using the related “as-complete” or “as stabilized” Appraised Values, as opposed to the “as-is” Appraised Value.

“Most Recent NOI” and “Trailing 12 NOI” (which is for the 12-month period ending as of the date specified in Annex A-1) is the net operating income for a Mortgaged Property as established by information provided by the borrowers, except that in certain cases such net operating income has been adjusted by removing certain non-recurring expenses and revenue or by certain other normalizations. Most Recent NOI and Trailing 12 NOI do not necessarily reflect accrual of certain costs such as taxes and capital expenditures and do not reflect non-cash items such as depreciation or amortization. In some cases, capital expenditures may have been treated by a borrower as an expense or expenses treated as capital expenditures. Most Recent NOI and Trailing 12 NOI were not necessarily determined in accordance with generally accepted accounting principles. Moreover, Most Recent NOI and Trailing 12 NOI are not substitutes for net income determined in accordance with generally accepted accounting principles as a measure of the results of a property’s operations or substitutes for cash flows from operating activities determined in accordance with generally accepted accounting principles as a measure of liquidity, and in certain cases may reflect partial year annualizations.

“MSA” means metropolitan statistical area.

“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.

“NRA” means net rentable area.

“Occupancy” means, unless the context indicates otherwise, (i) in the case of multifamily, rental, manufactured housing community and mixed use (to the extent the related Mortgaged Property includes multifamily space) properties, the percentage of rental Units, Beds or Pads, as applicable, that are rented as of the Occupancy Date; (ii) in the case of office, retail, industrial and mixed use (to the extent the related Mortgaged Property includes retail or office space) properties, the percentage of the net rentable square footage rented as of the Occupancy Date (subject to, in the case of certain Mortgage Loans, one or more of the additional leasing assumptions); and (iii) in the case of hospitality properties, the percentage of available Rooms occupied for the trailing 12-month period ending on the Occupancy Date.

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In some cases, occupancy was calculated based on assumptions regarding occupancy, such as the assumption that a certain tenant at the Mortgaged Property that has executed a lease, but has not yet taken occupancy and/or has not yet commenced paying rent, will take occupancy on a future date generally expected to occur within 12 months of the Cut-off Date; assumptions regarding the renewal of particular leases and/or the re-leasing of certain space at the related Mortgaged Property; in some cases, assumptions regarding leases under negotiation being executed; in some cases, assumptions regarding tenants taking additional space in the future if currently committed to do so or, in some cases, the exclusion of dark tenants, tenants with material aged receivables, tenants that may have already given notice to vacate their space, bankrupt tenants that have not yet affirmed their lease and certain additional leasing assumptions. See footnotes to Annex A-1 for additional occupancy assumptions. We cannot assure you that the assumptions made with respect to any Mortgaged Property will, in fact, be consistent with that Mortgaged Property’s actual occupancy. See “—Tenant Issues” below.

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

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

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

“Related Group” identifies each group of Mortgage Loans in the Mortgage Pool with the same sponsor or with sponsors affiliated with other sponsors in the Mortgage Pool. Each Related Group is identified by a separate number on Annex A-1.

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

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

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

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

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

“Springing Hard Lockbox” means a Springing Lockbox that upon the occurrence of the trigger events that require establishment of a lockbox, require that the lockbox be established as a Hard Lockbox.

Springing Soft Lockbox” means a Springing Lockbox that upon the occurrence of the trigger events that require establishment of a lockbox, require that the lockbox be established as a Soft Lockbox.

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

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

“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 indicates which Mortgage Loans are ARD Loans.

“Underwritten Expenses”, “UW Expenses” or “U/W Expenses” means, with respect to any Mortgage Loan or Mortgaged Property, an estimate of (a) operating expenses (such as utilities, administrative expenses, repairs and maintenance, management and franchise fees and advertising); and (b) fixed expenses (such as insurance, real estate taxes and, if applicable, ground, space or air rights lease payments), as determined by the related mortgage loan seller and generally derived from historical expenses at the Mortgaged Property, the borrower’s budget or appraiser’s estimate, in some cases adjusted for significant occupancy increases and a market rate management fee and subject to certain assumptions and subjective judgments of each mortgage loan seller as described under the definition of “Underwritten Net Operating Income”. We cannot assure you that the assumptions made with respect to any Mortgaged Property will, in fact, be consistent with that Mortgaged Property’s actual performance.

“Underwritten NCF Debt Yield”, “UW NCF Debt Yield”, “U/W NCF Debt Yield” or “Cut-off Date UW NCF” means, with respect to any Mortgage Loan, the Underwritten Net Cash Flow for the related Mortgaged Property or Mortgaged Properties divided by the Cut-off Date Balance of such Mortgage Loan; provided that:

· In the case of a Mortgage Loan that is part of a Whole Loan, unless otherwise indicated, Underwritten NCF Debt Yield was calculated with respect to such Mortgage Loan including any related Pari Passu Companion Loan(s).

· With respect to any group of cross-collateralized and cross-defaulted Mortgage Loans, such terms mean the ratio of the aggregate Underwritten Net Cash Flow produced by the related Mortgaged Properties divided by the aggregate Annual Debt Service of such Mortgage Loans.

“Underwritten NOI Debt Yield”, “UW NOI Debt Yield” or “U/W NOI Debt Yield” means, with respect to any Mortgage Loan, the Underwritten Net Operating Income for the related Mortgaged Property or Mortgaged Properties divided by the Cut-off Date Balance for the related Mortgage Loan; provided that:

· In the case of a Mortgage Loan that is part of a Whole Loan, unless otherwise indicated, the debt yield was calculated with respect to such Mortgage Loan including any related Pari Passu Companion Loan(s).

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

“Underwritten Net Cash Flow,“ “Underwritten NCF”, “UW NCF“ or “U/W NCF”, with respect to any Mortgaged Property, means the Underwritten Net Operating Income decreased by an amount that the related mortgage loan seller has determined for the capital expenditures and reserves for capital expenditures, including tenant improvement costs and leasing commissions, as applicable. Underwritten Net Cash Flow generally does not reflect interest expense and non-cash items such as depreciation and amortization. Underwritten Net Cash Flow does not reflect debt service or non-cash items such as depreciation or amortization. In determining rental revenue for multifamily rental and manufactured housing community properties, the related mortgage loan seller either reviewed rental revenue shown on the certified rolling 12 month operating statements or annualized the rental revenue and reimbursement

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of expenses shown on rent rolls or recent partial year operating statements with respect to the prior one to 12 month periods.

“Underwritten Net Cash Flow DSCR,“, “Underwritten NCF DSCR,“, “UW NCF DSCR,“, “U/W 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; provided that:

· In the case of a Mortgage Loan that is part of a Whole Loan, unless otherwise indicated, Underwritten Net Cash Flow DSCR was calculated with respect to such Mortgage Loan including any related Pari Passu Companion Loan(s).

· With respect to any group of cross-collateralized and cross-defaulted Mortgage Loans, such terms mean the ratio of the aggregate Underwritten Net Cash Flow for the related Mortgaged Properties for all such Mortgage Loans divided by the aggregate Annual Debt Service of all such Mortgage Loans.

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 Net Cash Flow DSCRs are presented in this 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 Net Cash Flow DSCRs accurately reflect that ability.

“Underwritten Net Operating Income,“ “Underwritten NOI,“, “UW NOI“ or “U/W NOI”, with respect to any Mortgaged Property, means Underwritten Revenues less Underwritten Expenses, which is 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.

The Underwritten Net Operating Income for each Mortgaged Property is calculated on the basis of numerous assumptions and subjective judgments, which, if ultimately proven erroneous, could cause the actual net cash flow for such Mortgaged Property to differ materially from the Underwritten Net Operating Income set forth in this prospectus. 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), 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 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

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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 such Mortgage Loan or lease term. Historical operating statements may not be available for newly constructed Mortgaged Properties, Mortgaged Properties with triple net leases, Mortgaged Properties that have recently undergone substantial renovations and newly acquired Mortgaged Properties.

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

“Underwritten Net Operating Income DSCR”, “Underwritten NOI DSCR” or “UW NOI DSCR” or 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; provided that:

· In the case of a Mortgage Loan that is part of a Whole Loan, unless otherwise indicated, Underwritten Net Operating Income DSCR was calculated with respect to such Mortgage Loan including any related Pari Passu Companion Loan(s).

· With respect to any group of cross-collateralized and cross-defaulted Mortgage Loans, such terms mean the ratio of the aggregate Underwritten Net Operating Income for the related Mortgaged Properties for all such Mortgage Loans divided by the aggregate Annual Debt Service of all such Mortgage Loans.

The Underwritten Net Operating Income DSCRs are presented in this 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

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Underwritten Net Operating Income DSCRs accurately reflect that ability. See the definition of “Underwritten Net Cash Flow DSCR” for more information regarding the evaluation of debt service coverage ratios.

“Underwritten Revenues” with respect to any Mortgage Loan, means the gross potential rent (in certain cases, 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, or, in the case of a hospitality property, room rent, food and beverage revenues and other hospitality income), subject to the assumptions and subjective judgments of each mortgage loan seller as described under the definition of “Underwritten Net Operating Income”. We cannot assure you that the assumptions made with respect to any Mortgaged Property will, in fact, be consistent with that Mortgaged Property’s actual performance

“Underwritten EGI”, “UW EGI” with respect to any Mortgaged Property, means the gross potential rent, recoveries and other income, less mark to market, vacancy and collection loss.

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

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

You should review the footnotes to Annex A-1 for information regarding certain other loan-specific adjustments regarding the calculation of debt service coverage ratio information, loan-to-value ratio information, debt yield information and/or loan per net rentable square foot or unit with respect to certain of the Mortgage Loans.

Except as otherwise specifically stated, the Cut-off Date LTV Ratio, Underwritten Net Cash Flow DSCR, Loan-to-Value Ratio at Maturity or ARD, Underwritten NCF Debt Yield, Underwritten NOI Debt Yield and loan per net rentable square foot or unit statistics with respect to each Mortgage Loan are calculated and presented without regard to any indebtedness other than the Mortgage Loan, whether or not secured by the related Mortgaged Property, ownership interests in the related borrower or otherwise, that currently exists or that may be incurred by the related borrower or its owners in the future.

References to “weighted averages” of the Mortgage Loans in the Mortgage Pool or any particular sub-group of the mortgage loans are references to averages weighted on the basis of the Cut-off Date Balances of the subject Mortgage Loans.

If we present a debt rating for some tenants and not others in the tables, you should assume that the other tenants are not rated and/or have below-investment grade ratings. If a tenant has a rated parent or affiliate, we present the rating of that parent or affiliate, notwithstanding that the parent or affiliate may itself have no obligations under the lease. Presentation of a rating opposite a tenant should not be construed as a statement that the relevant tenant will perform or be able to perform its obligations.

The sum in any column of any of the tables in Annex A-2 may not equal the indicated total due to rounding.

Historical information presented in this prospectus, including information in Annexes A-1 and A-3, is derived from audited and/or unaudited financial statements provided by the borrowers. In each case, the historical information is taken from the same source with respect to a Mortgage Loan.

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Mortgage Pool Characteristics

Overview

The issuing entity will include 12 Mortgage Loans, representing approximately 25.4% of the Initial Pool Balance, that represent the obligations of multiple borrowers that are liable on a joint and several basis for the repayment of the entire indebtedness evidenced by the related Mortgage Loan or Whole Loan and/or represent separate obligations of each borrower that are cross-collateralized and cross-defaulted with each other.

See also “—Certain Calculations and Definitions” above for important general and specific information regarding the manner of calculation of the underwritten debt service coverage ratios and loan-to-value ratios. See also “—Certain Terms of the Mortgage Loans” below for important information relating to certain payment and other terms of the Mortgage Loans.

Property Types

The table below shows the property type concentrations of the Mortgaged Properties:

Property Type Distribution⁽¹⁾

Property Type	Number of Mortgaged Properties	Aggregate Cut- off Date Balance(1)	Approx. % of Initial Pool Balance
Retail
Anchored	19	$245,664,521	30.5%
Unanchored	1	$5,809,196	0.7%
Office
Suburban	2	$104,140,000	12.9%
Medical	3	$20,488,102	2.5%
CBD	1	$4,110,083	0.5%
Hospitality
Full Service	2	$49,984,311	6.2%
Limited Service	8	$43,199,991	5.4%
Extended Stay	1	$16,575,000	2.1%
Manufactured Housing Community	13	$81,483,914	10.1%
Multifamily
Garden	6	$50,182,502	6.2%
Mid Rise	13	$22,392,138	2.8%
Student Housing	1	$6,384,410	0.8%
Industrial
Warehouse/Flex	3	$47,273,504	5.9%
Warehouse	3	$16,606,504	2.1%
Flex	1	$2,450,000	0.3%
Self-Storage	8	$47,783,338	5.9%
Mixed Use – Office/Retail/Multifamily	1	$30,000,000	3.7%
Other - Parking	5	$11,667,648	1.4%
Total	91	$806,195,160	100.0%

(1) Because this table presents information relating to Mortgaged Properties and not Mortgage Loans, the information for Mortgage Loans secured by more than one Mortgaged Property is based on Allocated Loan Amounts as set forth in Annex A-1.

Retail Properties. See “Risk Factors—Risks Relating to the Mortgage Loans—Retail Properties Have Special Risks” and “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses”. Also see “—Specialty Use Concentrations” below.

Office Properties. See “Risk Factors—Risks Relating to the Mortgage Loans—Office Properties Have Special Risks” and “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses”. Also see “—Specialty Use Concentrations” below.

Multifamily Properties. With respect to the multifamily Mortgaged Properties:

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· In the case of the portfolio of Mortgaged Properties identified on Annex A-1 as Santa Monica Multifamily Portfolio, which secure a Mortgage Loan representing approximately 2.5% of the Initial Pool Balance, all of the units at the related Mortgaged Properties are subject to affordable housing restrictions imposed by the City of Santa Monica that expire between 2050 to 2062. The deed restrictions require a certain amount of units to be leased to very low income tenants (less than 50% of the area’s annual median income), low income tenants (less than 60% or 80% of the area’s annual median income), and to moderate income tenants (less than 100% of the annual median income). The deed restrictions also require that 61 of the 399 total units in the Mortgaged Properties have senior age restrictions. In addition, 24.1% of the tenants receive assistance under the Section 8 Tenant-Based Assistance Rental Certificate Program of the U.S. Department of Housing and Urban Development.

· In the case of the Mortgaged Property identified on Annex A-1 as Villas at Tenison, which secures a Mortgage Loan representing approximately 2.4% of the Initial Pool Balance, approximately 5.6% of the tenant leases as of November 17, 2015 are for periods of less than one year, ranging from six to nine months.

· In the case of the Mortgaged Property identified on Annex A-1 as Meadows of Geneseo, which secures a Mortgage Loan representing approximately 0.8% of the Initial Pool Balance, such Mortgaged Property is 100% occupied as student housing. Student housing facilities may be more susceptible to damage or wear and tear than other types of multifamily housing. Such properties are also affected by their reliance on the financial well-being of the college or university to which such housing relates or the college or university that is leasing such space, competition from on-campus housing units (which may adversely affect occupancy), and the physical layout of the housing (which may not be readily convertible to traditional multifamily use). In addition, student tenants have a higher turnover rate than other types of multifamily tenants, which in certain cases is compounded by the fact that student leases are often available for periods of fewer than 12 months.

See “Risk Factors—Risks Relating to the Mortgage Loans—Multifamily Properties Have Special Risks”.

Hospitality Properties. With respect to the hospitality Mortgaged Properties:

· The following table shows the breakdown of each Mortgaged Property associated with a hotel brand through a license, franchise agreement, operating agreement or management agreement.

Mortgaged Property Name	Mortgage Loan Cut-off Date Balance	Percentage (%) of the Initial Pool Balance by Allocated Loan Amount	Expiration of Franchise Agreement	Maturity or ARD Date	Upfront PIP Reserve
Intercontinental Kansas City Hotel	$45,000,000	5.6%	12/9/2025	2/6/2026	$15,898,677
Residence Inn Austin	$16,575,000	2.1%	1/14/2034	11/1/2025	N/A
Hampton Inn Southgate	$9,528,092	1.2%	1/31/2031	1/6/2026	$12,045
Hampton Inn Eau Claire	$8,085,246	1.0%	2/28/2030	2/6/2026	$1,384,734
Comfort Suites Kissimmee	$6,467,164	0.8%	4/5/2027	12/1/2025	$1,993,806
Comfort Suites Beaumont	$4,992,092	0.6%	5/2/2028	12/1/2025	N/A
Radisson Cincinnati Riverfront	$4,984,311	0.6%	6/30/2034	1/6/2021	$750,000
Comfort Suites Locust Grove	$3,900,491	0.5%	5/21/2029	1/6/2026	N/A
Quality Suites Pineville	$3,726,379	0.5%	10/20/2025	11/6/2025	N/A
La Quinta Inn Lumberton	$3,435,857	0.4%	9/17/2029	12/1/2025	N/A
Comfort Suites Forsyth	$3,064,671	0.4%	5/1/2028	1/6/2026	N/A

· In the case of the Mortgaged Property identified on Annex A-1 as Intercontinental Kansas City Hotel, securing approximately 5.6% of the Initial Pool Balance, which is located in the Kansas City metropolitan statistical area, approximately 521 new hotel rooms are expected to come

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online in such area by the end of 2016. Such new supply is comprised of limited service hotels, while the Mortgaged Property is full service; however, there can be no assurance that such new supply will not affect the revenues of the Mortgaged Property. In addition, there is a proposed development of a Hyatt Regency Hotel in the area; however, there is no announced timeline for development.

· In the case of the Mortgaged Property identified on Annex A-1 as Intercontinental Kansas City Hotel, securing approximately 5.6% of the Initial Pool Balance, approximately 36.0% of underwritten revenues are comprised of food and beverage revenues.

· Certain of the hospitality properties securing the Mortgage Loans are currently undergoing or are scheduled to undergo renovations or property improvement plans. See “—Redevelopment, Renovation and Expansion” below.

· Hospitality properties may be particularly affected by seasonality. The Mortgaged Properties identified on Annex A-1 as Hampton Inn Eau Claire, Comfort Suites Kissimmee, Radisson Cincinnati Riverfront and Comfort Suites Locust Grove, which secure Mortgage Loans representing approximately 1.0%, 0.8%, 0.6% and 0.5%, respectively, of the Initial Pool Balance, require seasonality reserves that were deposited in connection with the origination of such Mortgage Loans and/or that are required to be funded on an ongoing basis.

See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Relating to Affiliation with a Franchise or Hotel Management Company” and “—Hospitality Properties Have Special Risks” and “—Specialty Use Concentrations” below and “Risk Factors—Risks Relating to the Mortgage Loans—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses”.

Self-Storage Properties. See “Risk Factors—Risks Relating to the Mortgage Loans—Self-Storage Properties Have Special Risks”.

Mixed Use Properties. With respect to the mixed-use Mortgaged Properties:

· The mixed use Mortgaged Property has one or more retail, office and multifamily components. See “Risk Factors—Risks Relating to the Mortgage Loans—Retail Properties Have Special Risks”, “—Office Properties Have Special Risks” and “—Multifamily Properties Have Special Risks”, as applicable.

The mixed use Mortgaged Property may have specialty uses. See “—Specialty Use Concentrations” below.

See “Risk Factors—Risks Relating to the Mortgage Loans—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses”.

Industrial Properties. With respect to the industrial Mortgaged Properties:

· In the case of the Mortgaged Property identified on Annex A-1 as UP Industrial, which secures a Mortgage Loan representing approximately 0.5% of the Initial Pool Balance, such Mortgaged Property is a cold storage facility.

One Mortgaged Property identified on Annex A-1 as Paddock Building, representing 0.3% of the Initial Pool Balance by Allocated Loan Amount derives a portion of the Underwritten Revenues from revenue derived from the leasing of office space at the Mortgaged Property.

See “Risk Factors—Risks Relating to the Mortgage Loans—Industrial Properties Have Special Risks”.

Manufactured Housing Community Properties. With respect to the manufactured housing community Mortgaged Properties:

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· Five (5) Mortgaged Properties, securing approximately 4.0% of the Initial Pool Balance by Allocated Loan Amount, are age restricted to tenants at least 55 years of age.

· Three (3) Mortgaged Properties (each of which secures, in part, the Sun MHC Portfolio Mortgage Loan), securing approximately 1.1% of the Initial Pool Balance by Allocated Loan Amount, are recreational vehicle resorts or have a significant portion of the properties that are intended for short-term recreational vehicle hook-ups.

· In the case of the portfolio of Mortgaged Properties identified on Annex A-1 as Sun MHC Portfolio, securing approximately 9.3% of the Initial Pool Balance, approximately 17.6% of the Mortgaged Properties’ pad sites are occupied by approximately 702 homes owned by an affiliate of the related borrower and rented out like apartments. The borrower does not receive any rents from such homes. The largest concentrations of such homes are at the Mortgaged Properties identified on Annex A-1 as West Glen (186 homes), College Park (160 homes) and Edwardsville (152 homes). Although the affiliate-owned homes are not collateral for the related Mortgage Loan, the related loan documents require that they remain in place at the related Mortgaged Property (other than as a result of a casualty or decommissioning of such home in the ordinary course of business). The loan documents prohibit such homes from being sold (other than sales to tenants at the Mortgaged Properties). The related loan documents permit the affiliate which owns such homes to obtain a third party chattel loan secured by such homes in an amount not to exceed 80% of the aggregate fair market value of such homes, as set forth in an appraisal or market valuation report dated within 120 days of the applicable transaction date and signed by an independent appraiser or other person regularly engaged in the appraisal or valuation of manufactured homes with no interest, direct or indirect, in the Mortgage Loan, any Mortgaged Property, the related borrower or such affiliate, and whose compensation is not affected by the fair market value of such homes. The lender under the Mortgage Loan is required to enter into a customary intercreditor agreement with any chattel lender (or other agreement pursuant to which each lender will notify the other of defaults), reasonably acceptable to both such lenders. The equity owner of the affiliate which owns such homes has pledged its equity interest in such affiliate to the lender under the Mortgage Loan, subject to the rights of any chattel lender, and subject to the rights of such affiliate to sell such homes to tenants at the Mortgaged Properties.

See “Risk Factors—Risks Relating to the Mortgage Loans—Manufactured Housing Community Properties Have Special Risks”.

Specialty Use Concentrations. Certain Mortgaged Properties have one or more tenants that operate their space as a specialty use. Such specialty uses may not allow the space to be readily converted to be suitable for another type of tenant, they may rely on contributions from individuals and government grants or other subsidies to pay rent and other operating expenses or they may have primarily seasonal use that makes income potentially more volatile than for properties with longer term leases. For example:

· In the case of the Mortgaged Properties identified on Annex A-1 as Columbus Park Crossing, Promenade Gateway, Colony Square Atascadero and Shoppes at Banks Crossing, which secure Mortgage Loans representing in the aggregate approximately 10.4% of the Initial Pool Balance, one of the 5 largest tenants at each related Mortgaged Property is operated as a movie theater. Should the movie theater tenant vacate, such space may not easily be converted to other uses due to the unique construction requirements of movie theaters.

· The Mortgaged Property identified on Annex A-1 as 8911 Aviation Blvd, which secures a Mortgage Loan representing approximately 1.2% of the Initial Pool Balance, was built-to-suit the single tenant, Spartan College of Aeronautics and Technology (“Spartan College”). The Mortgaged Property is improved with a commercial office building, hangar buildings to store aircraft, and a building used to test airplane engines. These improvements were specially designed for Spartan College. If Spartan College vacates the Mortgaged Property, certain portions of the improvements may require significant renovation or rebuilding to convert the property for use by alternative tenants.

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· The Mortgaged Property identified on Annex A-1 as University at Buffalo Neurology Building, which secures a Mortgage Loan representing approximately 0.8% of the Initial Pool Balance, was built-to-suit for the two tenants that lease space at the building, which are affiliates of the borrower, including extensive buildout to accommodate recent MRI technology. If such tenants vacate the Mortgaged Property, certain portions of the improvements may require significant renovation or rebuilding to convert the property for use by alternative tenants.

· The Mortgaged Property identified on Annex A-1 as Mentis Medical Office, which secures a Mortgage Loan representing approximately 0.5% of the Initial Pool Balance, was built-to-suit the single tenant, Mentis Neuro El Paso, LLC (“Mentis Neuro”). The Mortgaged Property is improved with private patient and physical therapy rooms, a nursing station, a gym, administrative offices, a dining area, a commercial kitchen and laundry rooms. These improvements were specially designed for Mentis Neuro and cost in excess of $20.0 million, according to the loan sponsor. If Mentis Neuro vacates the Mortgaged Property, certain portions of the improvements may require significant renovation or rebuilding to convert the property for use by alternative tenants.

See “Risk Factors—Risks Relating to the Mortgage Loans—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses”.

Mortgage Loan Concentrations

Top 10 Mortgage Loans

The following table shows certain information regarding the 10 largest Mortgage Loans by Cut-off Date Balance:

Loan Name	Mortgage Loan Cut-off Date Balance	Approx. % of Initial Pool Balance	Loan per Unit(1)	UW NCF DSCR(1)	Cut-off Date LTV Ratio(1)	U/W NOI Debt Yield(1)	Property Type
Sun MHC Portfolio	$75,000,000	9.3%	$26,141	1.51x	72.2%	9.0%	Manufactured Housing Community
North Point Center East	$61,950,000	7.7%	$115	1.30x	67.3%	9.8%	Office
Williamsburg Premium Outlets	$50,000,000	6.2%	$354	2.52x	54.8%	11.4%	Retail
Intercontinental Kansas City Hotel	$45,000,000	5.6%	$205,301	1.70x	65.1%	12.0%	Hospitality
Netflix HQ 1	$42,190,000	5.2%	$372	1.65x	49.1%	10.3%	Office
Columbus Park Crossing	$40,000,000	5.0%	$111	1.22x	75.0%	8.4%	Retail
Promenade Gateway	$30,000,000	3.7%	$685	1.81x	50.0%	8.4%	Mixed Use
Shutterfly	$29,898,169	3.7%	$126	1.23x	69.4%	9.2%	Industrial
I-5 Self Storage	$23,500,000	2.9%	$134	1.30x	69.4%	8.2%	Self-Storage
Birch Run Premium Outlets	$20,000,000	2.5%	$181	2.84x	59.4%	13.0%	Retail
Top 10 Total/Weighted Average	$417,538,169	51.8%		1.66x	64.0%	9.9%

(1) With respect to the Sun MHC Portfolio Mortgage Loan, Williamsburg Premium Outlets Mortgage Loan, Intercontinental Kansas City Hotel Mortgage Loan, Columbus Park Crossing Mortgage Loan, Promenade Gateway Mortgage Loan and Birch Run Premium Outlets Mortgage Loan, the LTV, DSCR, Debt Yield and Cut-off Date Balance per Room/Bed/Pad/Unit/NRA calculations include the related pari passu companion loan(s). With respect to the Intercontinental Kansas City Hotel Mortgage Loan, representing 5.6% of the Initial Pool Balance, the Cut-off Date LTV has been calculated net of a $15,898,677 PIP reserve and the Maturity Date or ARD LTV has been calculated based on the “As Stabilized” value. Based on the full $75,140,000 loan amount, the Cut-off Date LTV is 82.6%.

See “—Assessments of Property Value and Condition” for additional information.

For more information regarding the 10 largest Mortgage Loans and/or loan concentrations and related Mortgaged Properties, see the individual Mortgage Loan and portfolio descriptions in “Description of Top 20 Mortgage Loans and Groups of Cross-Collateralized Mortgage Loans” in Annex A-3. Other than with respect to the 10 largest Mortgage Loans identified in the table above, each of the other Mortgage Loans represents no more than 2.5% of the Initial Pool Balance.

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See “Risk Factors—Risks Relating to the Mortgage Loans-—Concentrations Based on Property Type, Geography, Related Borrowers and Other Factors May Disproportionately Increase Losses”.

Cross-Collateralized Mortgage Loans; Multi-Property Mortgage Loans and Related Borrower Mortgage Loans

The Mortgage Pool will include 7 Mortgage Loans, set forth in the table below entitled “Cross-Collateralized/Multi-Property Mortgage Loans”, representing in the aggregate approximately 15.2% of the Initial Pool Balance, which are each secured by two or more properties. In some cases, however, the amount of the mortgage lien encumbering a particular property may be less than the full amount of indebtedness under the Mortgage Loan, generally to minimize recording tax. In such instances, the mortgage amount may equal a specified percentage (generally ranging from 105.0% to 125.0%, inclusive) of the appraised value or Allocated Loan Amount for the particular Mortgaged Property. This would limit the extent to which proceeds from that property would be available to offset declines in value of the other Mortgaged Properties securing the same Mortgage Loan or group of cross-collateralized Mortgage Loans.

The table below shows each individual Mortgage Loan that is secured by two or more Mortgaged Properties and each group of cross-collateralized Mortgage Loans.

Multi-Property and Cross-Collateralized Mortgage Loans

Mortgage Loan/Property Portfolio Names(1)	Aggregate Cut-off Date Balance	Approx. % of Initial Pool Balance
Sun MHC Portfolio	$75,000,000	9.3%
Santa Monica Multifamily Portfolio	20,000,000	2.5
MVP Indianapolis Parking Portfolio	8,184,321	1.0
Comfort Suites and La Quinta Inn Portfolio	8,427,948	1.0
StaxUp Self Storage Alpine Portfolio	4,796,787	0.6
MVP Missouri Parking Portfolio	3,483,327	0.4
Bronzeville Apartments	2,392,138	0.3
Total	$122,284,521	15.2%

(1) The MVP Indianapolis Parking Portfolio and MVP Missouri Parking Portfolio Mortgage Loans are cross-collateralized and cross-defaulted. All other Mortgage Loans listed above are multiple property Mortgage Loans. In general, when a Mortgage Loan is cross-collateralized and cross-defaulted with one or more other Mortgage Loans, we present loan-to-value ratio, debt service coverage ratio and debt yield information for the cross-collateralized group on an aggregate basis in the manner described in this prospectus. On an individual basis, without regard to the cross-collateralization feature, any Mortgage Loan that is part of a cross-collateralized group of Mortgage Loans may have a higher loan-to-value ratio, lower debt service coverage ratio and/or lower debt yield than is presented in this prospectus.

In some cases, an individual Mortgaged Property may be comprised of two or more parcels that may not be contiguous or may be owned by separate borrowers. For example, the Mortgaged Property identified on Annex A-1 as Williamsburg Premium Outlets, which secures a Mortgage Loan representing approximately 6.2% of the Initial Pool Balance, is comprised of more than one parcel, which are owned by separate borrowers.

Eight (8) groups of Mortgage Loans, set forth in the table below entitled “Related Borrower Loans”, representing approximately 15.9% of the Initial Pool Balance, are not cross-collateralized but have the same borrowers or borrower sponsors related to each other, but no group of Mortgage Loans having the same borrowers or borrower sponsors that are related to each other represents more than approximately 8.7% of the Initial Pool Balance. The following table shows each group of Mortgage Loans having borrowers that are related to each other. See “Risk Factors—Risks Relating to the Mortgage Loans—Concentrations Based on Property Type, Geography, Related Borrowers and Other Factors May Disproportionately Increase Losses” in addition to Annex A-1.

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Related Borrower Loans

Mortgage Loan	Aggregate Cut-off Date Principal Balance	Approx. % of Initial Pool Balance
Group 1:
Williamsburg Premium Outlets	$50,000,000	6.2%
Birch Run Premium Outlets	20,000,000	2.5
Total for Group 1:	$70,000,000	8.7%
Group 2:
Lockaway Self Storage O’Connor	$4,965,214	0.6%
StaxUp Self Storage Alpine Portfolio	4,796,787	0.6
StaxUp Self Storage Murrieta	4,348,954	0.5
Total for Group 2:	$14,110,955	1.8%
Group 3:
Walgreens – Metairie, LA	$5,332,710	0.7%
Walgreens – Mauldin, SC	5,042,196	0.6
Total for Group 3:	$10,374,906	1.3%
Group 4:
Perry Place Apartments	$5,750,000	0.7%
Metis Medical Office	4,250,000	0.5
Total for Group 4:	$10,000,000	1.2%
Group 5:
Storage Pros Redford	$3,700,000	0.5%
Storage Pros Antioch	3,487,000	0.4
Total for Group 5:	$7,187,000	0.9%
Group 6:
Comfort Suites Locust Grove	$3,900,491	0.5%
Comfort Suites Forsyth	3,064,671	0.4
Total for Group 6:	$6,965,162	0.9%
Group 7:
Cypress Grove Plaza	$5,171,287	0.6%
Pep Boys Winter Haven	895,302	0.1
Total for Group 7:	$6,066,589	0.8%
Group 8:
Rochester House Apartments	$1,990,142	0.2%
Elmsleigh Apartments	1,542,360	0.2
Total for Group 8:	$3,532,502	0.4%

Mortgage Loans with related borrowers are identified under “Related Borrower” on Annex A-1. See “Risk Factors—Risks Relating to the Mortgage Loans—Concentrations Based on Property Type, Geography, Related Borrowers and Other Factors May Disproportionately Increase Losses” in addition to Annex A-1 and the related footnotes.

Geographic Concentrations

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

Geographic Distribution⁽¹⁾

State	Number of Mortgaged Properties	Aggregate Cut-off Date Balance	% of Initial Pool Balance
California	23	$177,304,235	22.0%
Georgia	6	$118,299,629	14.7%
Texas	11	$84,342,097	10.5%
Virginia	3	$61,084,181	7.6%
Michigan	8	$52,110,193	6.5%
Missouri	4	$48,483,327	6.0%

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

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The remaining Mortgaged Properties are located throughout 17 other states, with no more than 5.0% of the Initial Pool Balance by Allocated Loan Amount secured by Mortgaged Properties located in any such jurisdiction.

In addition, with respect to the Mortgaged Properties in the Mortgage Pool, we note the following in respect of their geographic concentration:

Mortgaged Properties securing approximately 30.6% of the Initial Pool Balance by Allocated Loan Amount, are located in Florida, Texas, North Carolina and Georgia, and may be more generally susceptible to floods or hurricanes than properties in other parts of the country.

Mortgaged Properties securing approximately 22.8% of the Initial Pool Balance by Allocated Loan Amount, are located in areas that are considered a high earthquake risk (seismic zones 3 or 4), and seismic reports were prepared with respect to these Mortgaged Properties, and based on those reports, no Mortgaged Property has a seismic expected loss greater than 15.0%.

Mortgaged Properties securing approximately 22.0% of the Initial Pool Balance by Allocated Loan Amount, are located in California and are more susceptible to wildfires.

Mortgaged Properties With Limited Prior Operating History

Five (5) of the Mortgage Loans representing approximately 10.0% of the Initial Pool Balance are each secured by Mortgaged Properties that 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.

Three (3) of the Mortgage Loans representing approximately 2.7% of the Initial Pool Balance are each secured by a Mortgaged Property that has 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.

See “Risk Factors—Risks Relating to the Mortgage Loans-—Limited Information Causes Uncertainty”.

Tenancies-in-Common

Four (4) Mortgaged Properties identified on Annex A-1 as Alexis at Town East, Petsmart Sunnyvale, West-Ward Pharmaceutical and Rochester House Apartments, which secure Mortgage Loans representing in the aggregate approximately 4.0% of the Initial Pool Balance, have two or more borrowers that own all or a portion of the related Mortgaged Property as tenants-in-common, and the respective tenants-in-common have agreed to a waiver of their rights of partition. See “Risk Factors—Risks Relating to the Mortgage Loans—Tenancies-in-Common May Hinder Recovery”.

See “Risk Factors—Risks Relating to the Mortgage Loans—The Borrower’s Form of Entity May Cause Special Risks” and “—Tenancies-in-Common May Hinder Recovery”.

Condominium Interests

See “Risk Factors—Risks Relating to the Mortgage Loans—Condominium Ownership May Limit Use and Improvements”.

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Fee & Leasehold Estates; Ground Leases

The table below shows the distribution of underlying interests encumbered by the mortgages related to the Mortgaged Properties:

Property Ownership Interest⁽¹⁾

Property Ownership Interest	Number of Mortgaged Properties	Aggregate Cut-off Date Balance	Approx. % of Initial Pool Balance
Fee Simple(2)	88	$755,876,668	93.8%
Fee Simple/Leasehold	2	44,984,311	5.6
Leasehold	1	5,334,181	0.7
Total	91	$806,195,160	100.0%

(1) Because this table presents information relating to Mortgaged Properties and not Mortgage Loans, the information for Mortgage Loans secured by more than one Mortgaged Property is based on Allocated Loan Amounts, which amounts, if not specified in the related mortgage loan documents, are based on the appraised value, as set forth in Annex A-1.

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

With respect to the Mortgaged Property identified on Annex A-1 as Columbus Park Crossing, which secures a Mortgage Loan representing approximately 5.0% of the Initial Pool Balance, approximately 54.295 acres of approximately 75.1442 total acres is a leasehold interest which is ground leased (the “Columbus Park Ground Lease”) to the Development Authority of Columbus, Georgia (the “Columbus Development Authority”), with the balance of the Mortgaged Property owned in fee by the Columbus Development Authority. The Columbus Development Authority master leases the entire Mortgaged Property to the borrower (the “Columbus Park Authority Lease”) pursuant to an arrangement whereby the Mortgaged Property was conveyed to the Columbus Development Authority in order to provide for a real estate tax abatement. During the term of the Columbus Park Authority Lease, the tax assessor is required to value the Mortgaged Property at 50% of the fair market value for real estate tax purposes and the assessment will remain fixed but may be subject to increases in millage rates. The Columbus Park Authority Lease (and related tax abatement) expires on April 21, 2021, and the Mortgage Loan matures December 1, 2025. Upon the expiration of the Columbus Park Authority Lease, the Columbus Development Authority is required to sell its fee and leasehold interest in the Mortgaged Property to the borrower for $100, and the borrower is required under the loan documents to effect this purchase. Upon such purchase, the borrower will become the lessee under the Columbus Park Ground Lease, as well as the fee owner of the remaining Mortgaged Property. The Mortgage Loan is secured by the borrower’s leasehold estate under the Columbus Park Authority Lease, the Columbus Development Authority’s fee and leasehold estate and any after-acquired interest of the borrower in the foregoing fee and leasehold estate.

The Columbus Park Ground Lease expires June 17, 2036, has eight five-year extension options, and provides for annual rent of $234,360.80, which increases by 10% every five lease years, commencing in June 2016. The Columbus Park Ground Lease provides the ground lessee with a purchase option to purchase the fee interest in the ground leased property during the period from 180 days prior to the expiration of the 25th lease year (June 2026) through 180 days prior to the expiration of the 30th lease year (June 2031) at a price determined by dividing the annual ground rent in effect for the 26th through 30th lease years by 8.5% , and also provides the ground lessee with a right of first refusal at the offered price if the ground lessor receives a reasonably acceptable offer for the ground leased property from a third party.

With respect to the Mortgaged Property identified on Annex A-1 as BJ’s Wholesale Club Norfolk, which secures a Mortgage Loan representing approximately 0.7% of the Initial Pool Balance, such Mortgaged Property is subject to a ground lease with an expiration date of November 30, 2069. The current annual ground rent under the lease is $14,520, and on December 1, 2019, the annual ground rent will increase to $15,840 for the remainder of the ground lease term.

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With respect to the Mortgaged Property identified on Annex A-1 as Radisson Cincinnati Riverfront, which secures a Mortgage Loan representing approximately 0.6% of the Initial Pool Balance, a portion of the Mortgaged Property (including the hotel building) is subject to a ground lease that expires in April 2070 (including automatic extensions). Ground rent payments are fixed throughout the term of the lease (including extensions) at $4,006.01 per month. Under the ground lease, the borrower has the right to purchase ground lessor’s fee interest for $1,000,000 at any time.

In general, except as noted above, unless the related fee interest is also encumbered by the related Mortgage, each of the ground leases has a term that extends at least 20 years beyond the maturity date of the Mortgage Loan (taking into account all freely exercisable extension options) and, except as noted above or in the exceptions to representation number 34 in Annex D-1 indicated on Annex D-2, contains customary mortgagee protection provisions, including notice and cure rights and the right to enter into a new lease with the applicable ground lessor in the event a ground lease is rejected or terminated.

Mortgage loans secured by ground leases present certain bankruptcy and foreclosure risks not present with Mortgage Loans secured by fee simple estates. See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Related to Ground Leases and Other Leasehold Interests”, “Certain Legal Aspects of Mortgage Loans—Foreclosure” and “—Bankruptcy Laws”.

Environmental Considerations

An environmental report was prepared for each Mortgaged Property securing a Mortgage Loan no more than 11 months prior to the Cut-off Date. See Annex A-1 for the date of the environmental report for each Mortgaged Property. The environmental reports were generally prepared pursuant to the American Society for Testing and Materials standard for a “Phase I” environmental site assessment. In addition to the Phase I standards, some of the environmental reports will include additional research, such as limited sampling for asbestos-containing material, lead-based paint, radon or water damage with limited areas of potential or identified mold, depending on the property use and/or age. Additionally, as needed pursuant to American Society for Testing and Materials standards, supplemental “Phase II” site investigations have been completed for some Mortgaged Properties to further evaluate certain environmental issues, including certain recognized environmental conditions. A Phase II investigation generally consists of sampling and/or testing.

· With respect to the Mortgage Loan identified on Annex A-1 as Sun MHC Portfolio, representing approximately 9.3% of the Initial Pool Balance, the Phase I environmental report recommended that a Phase II report be completed for the Silver Star Mortgaged Property to evaluate the potential impact of an underground storage tank and automotive maintenance building at the property. The Phase II determined that the tank was removed on October 31, 1991. However, the Orange County Environmental Protection Division could not issue a no further action letter due to the fact that the initial soil samples taken at the time of removal were not sufficiently deep. The tank was reportedly in good condition at the time of removal and there was no evidence of corrosion. In lieu of a no further action letter, the former underground storage tank is currently considered a recognized environmental condition. The suspected automotive maintenance building is likewise considered a recognized environmental condition due to the fact that the inspector was unable to find documentation of the decommissioning of the maintenance building.

· With respect to the Mortgaged Property identified on Annex A-1 as Birch Run Premium Outlets, which secures a Mortgage Loan representing approximately 2.5% of the Initial Pool Balance, a Phase I environmental site assessment (“ESA”) reported that previous onsite oil well activity had resulted in chloride impacts to soil and groundwater. Pursuant to the Michigan Environmental Remediation program that offers qualified cleanup cost liability protection to new owners of previously contaminated properties, Baseline Environmental Assessments (“BEAs”) were completed in 1999 and 2013. The ESA recommended no further action in regard to this matter other than noting that upon any future transfer of ownership the new owner should complete a new BEA within 45 days of the transfer.

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· With respect to the Mortgaged Property identified on Annex A-1 as Bowie Plaza, which secures a Mortgage Loan representing approximately 2.2% of the Initial Pool Balance, a Phase I ESA identified certain recognized environmental conditions resulting from the continued operation of a dry cleaner at the Mortgaged Property. In 2005, elevated concentrations of tetrachloroethene (PCE) in soil gas were detected, and in 2006 the Mortgaged Property participated in the Voluntary Cleanup Program (“VCP”) of the Maryland Department of the Environment (“MDE”). The VCP completed its review in 2006 and issued a No Further Requirements Determination, subject to a deed restriction (AUL) to prevent the use of groundwater at the Mortgaged Property as a potable water source. In 2012, the MDE published commercial soil gas concentration level requirements, resulting in the prior reading exceeding state guidelines. Additionally, the Phase I ESA found that a vapor intrusion concern exists at the Mortgaged Property based on the reported concentrations in the sub-slab soils and ambient indoor samples collected in 2006, and recommended new sampling. Based on the recommendations of environmental counsel and the environmental consultant, and on an opinion of probable cost to implement and maintain the system of properly mitigating the soil gas condition, reserves have been escrowed equal to 125% of the full estimated cost to mitigate the soil gas condition, totaling $65,625. In addition, the borrower purchased an environmental insurance policy from Lloyd’s Syndicates 623/2623 for the benefit of the borrower and the lender. Such policy expires February 13, 2026, has an individual claim limit of $3,000,000, an aggregate claim limit of $3,000,000, and a deductible of $50,000 for each covered pollution condition.

· With respect to the Mortgaged Property identified on Annex A-1 as Coral Island Shopping Center, which secures a Mortgage Loan representing approximately 1.7% of the Initial Pool Balance, the Mortgaged Property has ongoing groundwater monitoring as part of requirements under a March 2005 Brownfield Cleanup Agreement (the “Brownfield Cleanup Agreement”) with the New York State Department of Conservation (“NYSDEC”) related to impacts from historical solvent-based dry cleaning. Several remedial activities have been completed. In September 2010, the NYSDEC issued a certificate of completion. Available groundwater monitoring data indicates various chlorinated solvents remain in groundwater above the NYSDEC cleanup levels, but human health risk modeling did not identify an unacceptable human health risk for commercial properties undergoing risk management or monitoring. The environmental consultant which prepared the Phase I environmental site assessment, recommended no further actions other than continued adherence to the Brownfield Cleanup Agreement between the property owner and the NYSDEC, including land use restrictions, maintenance of controls, and annual groundwater monitoring/reporting. Annual groundwater monitoring is estimated to cost approximately $15,000 per year. The loan agreement requires that the borrower comply with the Brownfield Cleanup Agreement.

· With respect to the Mortgaged Property identified on Annex A-1 as Southeast Plaza, which secures a Mortgage Loan representing approximately 1.4% of the Initial Pool Balance, a Phase II was recommended because of the potential presence of PCE as a result of an on-site drycleaner. A Phase II was not received because the Mortgaged Property is enrolled in the Florida Department of Environmental Protection Dry Cleaning Solvent Cleanup Program (the “Florida Clean-up Program”) due to an earlier release of PCE and received a Site Rehabilitation Completion Order recommending no further actions. The cause of the original PCE release is still at the Mortgaged Property, but it is only used on as-needed basis because it has been replaced with new petroleum based machinery. To the extent that the clean-up is not completed because there is not enough money in the Florida Clean-up Program, the guarantor is responsible for paying for any remediation.

· With respect to the Mortgaged Property identified on Annex A-1 as Santa Clarita Marketplace and Santa Clarita Crossroads, which secures a Mortgage Loan representing approximately 1.2% of the Initial Pool Balance, the Phase I ESA found recognized environmental conditions due to the historic and ongoing use of portions of the Mortgaged Property as a gas station and a dry cleaning facility. A Phase II ESA determined that there appeared to be potential for vapor intrusion from a release associated with the onsite dry cleaner. A Human Health Risk

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Assessment was conducted and concluded that the cancer risks to current and future commercial workers are below the range typically considered acceptable by regulatory agencies. Therefore, mitigation and/or source remediation was not deemed warranted. The borrower purchased a Secured Creditor Environmental Insurance Policy from Steadfast Insurance Company for the benefit of the lender with an individual claim limit of $3,000,000, an aggregate claim limit of $3,000,000, a ten-year term (with a two-year tail period) and a deductible of $50,000 per claim.

· With respect to the Mortgaged Property identified on Annex A-1 as Walgreens – Metairie, LA, which secures a Mortgage Loan representing approximately 0.7% of the Initial Pool Balance, the Mortgaged Property was identified as a leaking underground storage tank site due to a former gas station that was present on-site. The site was issued a “No Further Action” letter in 2002. In addition, an on-site dry cleaning facility formerly located at the Mortgaged Property was identified on the spills and voluntary cleanup program (“VCP”) databases due to PCE impact to soil and groundwater. The spill incident is listed as closed; however, the VCP listing remains open. The ESA stated that it is anticipated, based on prior sampling results, the presence of a sheet-pile wall preventing migration of residual contamination and the installation of a vapor mitigation system, that the Louisiana Department of Environmental Quality (“LDEQ”) will approve the certificate of completion that has been requested for the VCP. To address any issues that may arise during the term of the Mortgage Loan, $25,000 has been escrowed for payment of any costs and expenses associated with satisfying LDEQ requirements.

Redevelopment, Renovation and Expansion

Certain of the Mortgaged Properties are properties which are currently undergoing or are expected to undergo redevelopment, renovation or expansion, including with respect to hospitality properties, executing property improvement plans (“PIPs”). In certain cases, such PIPs may be required by the franchisor to maintain franchise affiliation, as described in “—Mortgage Pool Characteristics—Property Types—Hospitality Properties” above. For example, with respect to a Mortgaged Property that is currently undergoing or is expected to undergo material redevelopment, renovation or expansion and is a Mortgaged Property that (i) secures a Mortgage Loan that is one of the 20 largest Mortgage Loans or groups of cross-collateralized Mortgage Loans or (ii) where the related costs are anticipated to be more than 10% of the Cut-off Date Balance of the related Mortgage Loan:

· With respect to the Mortgaged Property identified on Annex A-1 as Intercontinental Kansas City Hotel, which secures a Mortgage Loan representing approximately 5.6% of the Initial Pool Balance, the borrower reserved $15.9 million at origination of the Mortgage Loan for completion of a franchisor required PIP which is required to be completed by the second anniversary of the origination date, and for other renovations identified in the Mortgage Loan documents. According to the borrower’s budget set forth in the loan documents, the estimated cost of the franchisor required PIP is approximately $9.8 million and the estimated cost of the other renovations is approximately $6.1 million. The PIP and other renovations include capital improvements and refurbishments of the building exterior and parking areas, guest entrance, lobby, business center, public areas, dining areas and bars, fitness and pool areas, meeting rooms, function spaces, boardrooms, restrooms and guestrooms, testing and upgrading of life safety and fire systems, and assessments and upgrades of plumbing, mechanical and electrical systems. Because of the extensive nature of the PIP, it may potentially result in disruption of business at the hotel.

· With respect to the Mortgaged Property identified on Annex A-1 as Shutterfly, which secures a Mortgage Loan representing approximately 3.7% of the Initial Pool Balance, the single tenant has the right under its lease (the “Shutterfly Lease”) to expand its premises (the “Existing Shutterfly Premises”) by up to approximately 91,000 square feet (the “Expansion Premises”) onto a vacant parcel at the Mortgaged Property located along the north side of the existing improvements (the “Expansion Parcel”). The tenant has the right to exercise the expansion option at any time during the term of the Shutterfly Lease upon notice to the borrower, provided such notice includes the tenant’s plans and specifications for the expansion. If the borrower elects to expand the premises in accordance with the expansion plans, the borrower and the tenant are then required to

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negotiate the terms and conditions related to the expansion and, to the extent accepted, enter into an amended Shutterfly Lease that provides for a lease term for the Existing Shutterfly Premises and the Expansion Premises that is not less than 10 years from the commencement date of the amended Shutterfly Lease. The Mortgage Loan documents require lender consent to the expansion plans and related Expansion Premises lease terms and prohibit the borrower from incurring additional financing related to the construction of the Expansion Premises. In the event the borrower agrees to construct the Expansion Premises, the Mortgage Loan documents permit, subject to lender consent, the borrower to transfer its leasehold interest in the Expansion Parcel to an affiliate of the borrower and such affiliate to obtain construction financing secured by its leasehold interest in the Expansion Parcel. In the event the borrower transfers its leasehold interest in the Expansion Parcel to an affiliate of the borrower, the borrower will be entitled to nominal ground rent for the Expansion Parcel (together with all operating expenses related to the Expansion Premises), but not any cash flow related to any sublease between Shutterfly and the ground lessee. In addition, in the event the borrower and the tenant cannot agree to the specific terms and conditions related to the construction of the Expansion Premises, or the borrower does not agree to construct the Expansion Premises, the tenant has the right to build the Expansion Premises at its own cost, provided that (i) the borrower has approval rights over the construction plans and specifications and (ii) the borrower and tenant amend the Shutterfly Lease to provide that: (a) the term is 10 years from the commencement date of the amended Shutterfly Lease (such lease expiration date, the “Extended Lease Expiration Date”), (b) the tenant will be required to pay to the borrower operating expenses related to the Expansion Premises but not any base rent related to the Expansion Premises through the Extended Lease Expiration Date and (c) the tenant will be required to pay to the borrower base rent related to the Expansion Premises after the Extended Lease Expiration Date.

· With respect to the Mortgaged Property identified on Annex A-1 as Villas at Tenison, which secures a Mortgage Loan representing approximately 2.4% of the Initial Pool Balance, $500,000 was reserved at origination of the related Mortgage Loan for a capital improvements plan being implemented at the Mortgaged Property, including unit interior upgrades, landscaping, road frontage improvements, cedar fencing, signage, foundation repair work and pavement repairs.

· With respect to the Mortgaged Property identified on Annex A-1 as River Valley Plaza, which secures a Mortgage Loan representing approximately 1.5% of the Initial Pool Balance, the borrower reserved $530,930.69 at origination of the Mortgage Loan for the purpose of completing facade repairs, and an additional ten percent of such amount for contingency items.

· With respect to the Mortgaged Property identified on Annex A-1 as Hampton Inn Eau Claire, which secures a Mortgage Loan representing approximately 1.0% of the Initial Pool Balance, the borrower reserved $1,384,734 at closing, an amount equal to (i) $2,044,758 (120%) of the estimated cost for the planned capital expenditures required at the Mortgaged Property under the related franchise agreement (which includes unit upgrades and common area upgrades)), less (ii) two years of underwritten excess net cash flow after debt service and other required reserves ($660,024). Amounts in reserve over $660,024 will be held by lender as additional security for the Mortgage Loan until the PIP is completed and the work is accepted by the franchisor. In the event deposits from the excess cash flow are less than $660,024 (or any additional amount that may be required to pay for the PIP), the guarantor is required to fund any such shortfall. The Mortgage Loan provides for recourse to the guarantor for the borrower’s failure to complete or sufficiently fund the PIP pursuant to the franchise agreement. In addition, the guarantor provided a guaranty for up to $319,000, which amount represents the difference between the total budgeted PIP costs (approximately $1,700,000) and the amount of the PIP escrow collected at origination.

· With respect to the Mortgaged Property identified on Annex A-1 as Comfort Suites Kissimmee, which secures a Mortgage Loan representing approximately 0.8% of the Initial Pool Balance, the borrower is required to complete a PIP by June 1, 2017 as a condition to remaining in compliance with the current franchise agreement with an April 5, 2027 expiration date. A reserve in the

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amount of $1,993,806, 115% of the estimated PIP requirements, was established at origination of the Mortgage Loan to pay for such renovations. Any failure on the part of a borrower to timely complete any required renovation of the Mortgaged Property may result in a termination of the franchise agreement and an event of default under the loan documents.

· With respect to the Mortgaged Property identified on Annex A-1 as Radisson Cincinnati Riverfront, which secures a Mortgage Loan representing approximately 0.6% of the Initial Pool Balance, the borrower reserved $750,000 at origination of the Mortgage Loan, which amount is equal to 110% of the estimated cost for planned capital expenditures at the Mortgaged Property required under the new franchise agreement, which improvements include unit upgrades and pool upgrades.

Certain risks related to redevelopment, renovation and expansion at a Mortgaged Property are described in “Risk Factors—Risks Relating to the Mortgage Loans—Risks Related to Redevelopment, Expansion and Renovation at Mortgaged Properties”.

Assessment of Property Value and Condition

In connection with the origination or acquisition of each Mortgage Loan or otherwise in connection with this offering, an appraisal was conducted in respect of the related Mortgaged Property by an independent appraiser that was state certified and/or a member of the Appraisal Institute or an update of an existing appraisal was obtained. In each case, the appraisal complied, or the appraiser certified that it complied, with the real estate appraisal regulations issued jointly by the federal bank regulatory agencies under the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended. In general, those appraisals represent the analysis and opinion of the person performing the appraisal and are not guarantees of, and may not be indicative of, present or future value. We cannot assure you that another person would not have arrived at a different valuation, even if such person used the same general approach to and same method of valuing the property or that different valuations would not have been reached separately by the mortgage loan sellers based on their internal review of such appraisals. The appraisals obtained as described above sought 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 addition, in general, a licensed engineer, architect or consultant inspected the related Mortgaged Property, in connection with the origination or acquisition of each of the Mortgage Loans or otherwise in connection with this offering, to assess the condition of the structure, exterior walls, roofing, interior structure and mechanical and electrical systems. Engineering reports by licensed engineers, architects or consultants generally were prepared, except for newly constructed properties, certain manufactured housing community properties and properties for which the borrower’s interest consists of a fee interest solely on the land and not any improvements, for the Mortgaged Properties in connection with the origination of the related Mortgage Loan or in connection with this offering. None of these engineering reports are more than 10 months old as of the Cut-off Date. In certain cases where material deficiencies were noted in such reports, the related borrower was required to establish reserves for replacement or repair or remediate the deficiency.

Litigation and Other Considerations

There may be material pending or threatened legal proceedings against, or other past or present material criminal or material adverse regulatory circumstances experienced by, the borrowers, their sponsors and managers of the Mortgaged Properties and their respective affiliates. In addition, the Mortgaged Property may be subject to ongoing litigation. For example:

· With respect to the Mortgaged Property identified on Annex A-1 as Villas at Tenison, which secures a Mortgage Loan representing approximately 2.4% of the Initial Pool Balance, Centaurus Property Management LLC d/b/a Presidium Property Management (“Presidium”), the property manager of the Mortgaged Property, and John J. Griggs, III, one of the non-recourse carve-out guarantors of the Mortgage Loan, individually and as an officer of Presidium, were named as

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defendants in a pending lawsuit relating to the sale of a property managed by Presidium. The complaint alleges that defendants, as property managers of the property in question, colluded to withhold information from the plaintiff, the purchaser of the property, about the condition of the property. The proceedings are still ongoing.

· With respect to the Mortgaged Property identified on Annex A-1 as Shoppes at Banks Crossing, which secures a Mortgage Loan representing approximately 0.7% of the Initial Pool Balance, Jay Lobell, an approximately 25% partner of the related borrower, is named as a defendant in a current lawsuit for his involvement in a leveraged buy-out. The complaint alleges that Mr. Lobell, as a director, breached his fiduciary duty of loyalty by entering the leveraged buy-out for personal gain and disregarding the best interest of shareholders. The litigation is ongoing.

See “Risk Factors—Risks Relating to the Mortgage Loans—Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions”.

Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings

Forty (40) of the Mortgage Loans, representing approximately 51.1% of the Initial Pool Balance, were originated in connection with the borrower’s refinancing of a previous mortgage loan.

Twenty-one (21) of the Mortgage Loans, representing approximately 47.0% of the Initial Pool Balance, were originated in connection with the borrower’s acquisition of the related Mortgaged Property.

Three (3) of the Mortgage Loans, representing approximately 1.9% of the Initial Pool Balance, were originated in connection with the recapitalization of the sponsor.

With respect to certain of the Mortgage Loans, (a) within approximately the last 10 years, related borrowers, sponsors and/or key principals (or affiliates thereof) have previously (i) sponsored, been a key principal with respect to, or been a payment or non-recourse carveout guarantor on mortgage loans secured by, real estate projects (including in some such cases, the particular Mortgaged Property or Properties referenced above in this sentence) that became the subject of foreclosure proceedings or a deed in lieu of foreclosure or bankruptcy proceedings or directly or indirectly secured a real estate loan or a real estate related mezzanine loan that was the subject of a discounted payoff, or (ii) been the subject of personal bankruptcy proceedings, (b) the related Mortgage Loan refinanced a prior loan secured by, or a mezzanine loan secured by interests in the owner of, the Mortgaged Property which prior loan was the subject of a maturity default, a maturity extension or a discounted payoff, short sale or other restructuring, (c) the Mortgaged Property was acquired by the related borrower or an affiliate thereof through foreclosure or a deed in lieu of foreclosure, as part of an REO transaction, at a foreclosure sale or out of receivership, or (d) the Mortgaged Property has been or currently is involved in a borrower, principal or tenant bankruptcy.

For example, with respect to the 20 largest Mortgage Loans or groups of cross-collateralized and cross-defaulted Mortgage Loans:

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 as Sun MHC Portfolio, representing approximately 9.3% of the Initial Pool Balance, the related guarantor disclosed three prior deed-in-lieu of foreclosure transactions with respect to mortgage loans in which the guarantor was affiliated with the related borrower, the most recent of which disclosed events took place in 2006.

· With respect to the Mortgage Loans secured by the Mortgaged Properties identified on Annex A-1 as Williamsburg Premium Outlets and Birch Run Premium Outlets, collectively representing approximately 8.7% of the Initial Pool Balance, the related sponsor, Simon Property Group, L.P., has sponsored other real estate projects over the last 10 years that have been the subject of mortgage loan defaults, foreclosure proceedings and deeds-in-lieu of foreclosure.

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· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 as Columbus Park Crossing, representing approximately 5.0% of the Initial Pool Balance, the related sponsor disclosed other real estate projects that have been the subject of mortgage loan defaults and foreclosure or receivership proceedings, of which all but one of such disclosed events took place more than 10 years ago.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 as Bowie Plaza, representing approximately 2.2% of the Initial Pool Balance, the related sponsor disclosed three prior foreclosures of mortgage loans that were included in securitizations.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 as Residence Inn Austin, representing approximately 2.1% of the Initial Pool Balance, a borrower sponsor (or affiliates of a borrower sponsor) was a sponsor with respect to real estate projects where it defaulted on the underlying mortgage loans and the underlying mortgage loans were subject to a bankruptcy and subsequent foreclosure, were subject to a workout or the mortgaged properties securing the underlying mortgage loans were sold, auctioned, became subject of a deed-in-lieu of foreclosure, foreclosed upon, became subject to a discounted payoff, or became subject to other similar proceedings.

· With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 as Colony Crossing at Madison, representing approximately 1.3% of the Initial Pool Balance, a prior deed-in-lieu of foreclosure and two prior discounted payoffs were disclosed with respect to certain of the sponsors.

In addition, certain other Mortgage Loans refinanced a prior mortgage loan to the same borrower and secured by the same Mortgaged Property, which, at the time of the refinance or previously, had been in default. For example:

· With respect to the Mortgaged Properties identified on Annex A-1 as Bear Valley Medical and Business Center, Western Village MHC and Comfort Suites Kissimmee, which secure Mortgage Loans representing in the aggregate approximately 2.8% of the Initial Pool Balance, each such mortgage loan refinanced a prior mortgage loan that experienced a maturity default, but no debt was forgiven in such refinancing and in each case the related mortgage loan was funded and paid off the prior mortgage loan approximately one month after the maturity date of the related prior mortgage loan.

· With respect to the Mortgaged Property identified on Annex A-1 as Eastwood Square, which secures a Mortgage Loan representing approximately 1.3% of the Initial Pool Balance, the Mortgage Loan refinanced a prior mortgage loan to the borrower secured by the Mortgaged Property and having an outstanding principal balance of $9,100,000 (and an original principal balance of $11,980,000). Such prior mortgage loan matured on November 5, 2015, and the current Mortgage Loan closed on November 24, 2015; accordingly the prior mortgage loan was in maturity default at the time the current Mortgage Loan was originated. The servicer of the prior loan issued the borrower a payoff letter dated November 10, 2015, which letter provided that it was effective through November 25, 2015.

We cannot assure you that there are no other bankruptcy proceedings, foreclosure proceedings, deed-in-lieu of foreclosure transactions and/or mortgage loan workout matters that involved one or more Mortgage Loans or Mortgaged Properties, and/or a guarantor, borrower, borrower sponsor or other party to a Mortgage Loan.

Certain risks relating to bankruptcy proceedings are described in “Risk Factors—Risks Relating to the Mortgage Loans—A Bankruptcy Proceeding May Result in Losses and Delays in Realizing on the Mortgage Loans”, “—Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions” and “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws”.

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Tenant Issues

Tenant Concentrations

The Mortgaged Properties have tenant concentrations as set forth below:

· Seventeen (17) of the Mortgaged Properties, securing in whole or in part 14 Mortgage Loans, representing approximately 17.3% of the Initial Pool Balance by Allocated Loan Amount, are leased to a single tenant.

See “—Lease Expirations and Terminations” below, “Risk Factors—Risks Relating to the Mortgage Loans—Risks of Commercial and Multifamily Lending Generally”, “—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases—A Tenant Concentration May Result in Increased Losses” and “—Concentrations Based on Property Type, Geography, Related Borrowers and Other Factors May Disproportionately Increase Losses”.

Lease Expirations and Terminations

Expirations. Certain of the Mortgaged Properties are subject to tenant leases that expire before the maturity date of the related Mortgage Loan. For tenant lease expiration information in the form of a lease rollover chart relating to each of the 10 largest Mortgage Loans, see the related summaries attached as Annex A-3. In addition, see Annex A-1 for tenant lease expiration dates for the 5 largest tenants (based on net rentable area leased) at each retail, office, mixed use, industrial and parking Mortgaged Property. Even if none of the 5 largest tenants at a particular Mortgaged Property as identified on Annex A-1 have leases that expire before, or shortly after, the maturity of the related Mortgage Loan, there may still be a significant percentage of leases at a particular Mortgaged Property that expire in a single calendar year, a rolling 12-month period or prior to, or shortly after, the maturity of a Mortgage Loan. Identified below are certain material lease expirations or concentrations of lease expirations with respect to the Mortgaged Properties:

· In certain cases, the lease of a single tenant, major tenant or anchor tenant at a multi-tenanted Mortgaged Property expires prior to the maturity date of the related Mortgage Loan.

With respect to the Mortgage Loans secured, in whole or in part, by a Mortgaged Property identified in the table below, such Mortgaged Property is occupied by a single tenant under a lease which expires prior to, or in the same year of, the maturity or anticipated repayment date of the related Mortgage Loan.

Mortgaged Property Name	% of the Initial Pool Balance by Allocated Loan Amount	Lease Expiration Date	Maturity Date/ARD
Netflix HQ 1	5.2%	11/30/2025	10/6/2025
Shutterfly	3.7%	6/30/2025	1/6/2026
West-Ward Pharmaceutical	0.8%	11/30/2025	10/1/2025
112 East Washington Street	0.7%	10/4/2020	2/1/2026
BJ’s Wholesale Club Norfolk(1)	0.7%	3/23/2020	1/1/2026
301 East Washington Street	0.3%	11/30/2025	2/1/2026
916 Convention Plaza	0.2%	6/28/2020	2/1/2026
1010 Convention Plaza	0.2%	5/12/2020	2/1/2026
Pep Boys Winter Haven	0.1%	1/31/2025	12/1/2025
1109 Cherry Street	0.0%	10/4/2020	2/1/2026

⁽¹⁾ The sole tenant, UE Norfolk Property LLC, is subleasing its entire 147,401 sq. ft. to BJ’s Wholesale Club, Inc. on a sublease that expires March 23, 2030. Upon any expiration or termination of the UE Norfolk Property LLC lease that expires March 23, 2020, the BJ’s Wholesale Club, Inc. sublease will become a direct lease to the borrower for the entire subject space.

· With respect to the Mortgaged Properties shown in the table below, one or more leases representing 50% or more of the net rentable square footage of the related Mortgaged Property (excluding Mortgaged Properties leased to a single tenant and set forth in the bullet above) expire in a single calendar year prior to, or the same year as, the maturity of the related Mortgage Loan.

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Mortgaged Property Name	Tenant Name	% of the Initial Pool Balance by Allocated Loan Amount	% of NRSF Expiring	Date of Expiration	Maturity Date
Eastwood Square	Acme Stores	1.3%	53.1%	3/31/2019	12/6/2025
Colony Square Atascadero	Galaxy Theatres	1.0%	73.4%	3/31/2021	1/6/2026
Baggett and Shaw Warehouse	Iron Mountain	0.8%	91.9%	6/30/2023	1/6/2026
Cypress Grove Plaza	Gold’s Gym	0.6%	54.8%	10/31/2020	12/1/2025
1700 W. 18th Street	National Able Network, Inc.	0.5%	70.6%	2/28/2021	12/6/2025

· In addition, with respect to certain other Mortgaged Properties, there are leases that represent in the aggregate a material portion (but less than 50%) of the net rentable square footage of the related Mortgaged Property that expire in a single calendar year prior to, or shortly after, the maturity of the related Mortgage Loan.

· There may be other Mortgaged Properties as to which leases representing at least 50% or greater of the net rentable square footage of the related Mortgaged Property expire over several calendar years prior to maturity of the related Mortgage Loan. With respect to most of the Mortgage Loans, all or substantially all of the leases at the Mortgaged Properties expire prior to the maturity of such Mortgage Loan.

See Annex A-1 for tenant lease expiration dates for the 5 largest tenants (based on net rentable area leased) at each retail, office, mixed use and industrial Mortgaged Property.

Furthermore, commercial retail tenants having stores at multiple locations may experience adverse business conditions that result in their deciding to close under-performing stores. For example, we are aware that (i) in May 2014, Office Depot, Inc., which also operated stores under the Office Max brand, announced that it will be closing 400 locations over two years; (ii) on April 9, 2015, Walgreens Boots Alliance, Inc. announced its plan to close approximately 200 stores across the United States (which could affect stores operated as Walgreens or Duane Reade); (iii) on February 5, 2015, RadioShack Corporation filed a bankruptcy petition under chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware, and has announced its intention to sell between 1,500 and 2,400 stores and close the remainder of its stores as part of a restructuring process, and has also released a preliminary list of 1,784 stores slated for closure; (iv) on June 15, 2015 Gap Inc. announced plans to close 175 specialty stores over the next few years; (v) on August 21, 2014, Sears Holdings announced a net loss of $573 million and its intentions to close approximately 130 stores in 2014, and in February 2016, Sears announced its plan to accelerate the closing of at least 50 of its U.S. unprofitable stores; and (vi) in connection with Dollar Tree, Inc.’s July 2015 acquisition of Family Dollar Stores, Inc. (“Family Dollar”), Dollar Tree, Inc. sold 330 Family Dollar stores to the private equity firm Sycamore Partners. We cannot assure you that any such store closings will not have a material adverse effect on the Mortgaged Properties that have any such stores as an anchor or other tenant or shadow anchor. See Annex A-1, including the footnotes thereto, for information concerning the 5 largest tenants at each Mortgaged Property.

Terminations. In addition to termination options tied to certain triggers as described in “Risk Factors—Risks Relating to the Mortgage Loans—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases—Early Lease Termination Options May Reduce Cash Flow” that are common with respect to retail properties, certain tenant leases permit the related tenant to unilaterally terminate its lease. For example (with respect to the 20 largest Mortgage Loans or groups of cross-collateralized and cross defaulted Mortgage Loans and the 5 largest tenants at each Mortgaged Property as identified on Annex A-1):

· With respect to the Mortgaged Property identified on Annex A-1 as North Point Center East, which secures a Mortgage Loan representing approximately 7.7% of the Initial Pool Balance, the third largest tenant, Merrill Lynch, which represents approximately 6.6% of the net rentable area at the Mortgaged Property, has a one-time termination option effective as of June 30, 2017

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provided that Merrill Lynch has given the landlord notice no later than September 30, 2016 and it pays a termination fee equal to (i) the unamortized portion of tenant improvements and leasing commissions paid by landlord, (ii) the unamortized amount of the rent abatement and (iii) the rent which would have been due for the months of July and August 2017.

· With respect to the Mortgaged Property identified on Annex A-1 as Colony Crossing at Madison, representing approximately 1.3% of the Initial Pool Balance, the fourth largest tenant, Orange Theory Fitness, has an option to terminate its lease if (i) the borrower does not turn over the space pursuant to the terms of the lease or (ii) the applicable governmental authorities do not issue the required permits for the tenant to operate its space as a fitness center and ancillary uses within the contingency period set forth in the lease (which is 90 days after the effective date of the lease (and which 90 day period elapsed February 12, 2016); provided that if the tenant is unable to obtain such approvals within such 90 day period it may provide notice of termination within 10 days thereafter, and borrower may elect to seek such approvals within 10 days of such notice, in which event borrower has 60 days after such notice to obtain such approvals at tenant’s expense). According to a tenant representative, Orange Theory Fitness is currently building out its space and pre-selling gym memberships, with plans to open in May 2016. However, there can be no assurance that Orange Theory Fitness will not exercise its termination options.

· With respect to the portfolio of Mortgaged Properties identified on Annex A-1 as MVP Indianapolis Parking Portfolio, which secures a Mortgage Loan representing approximately 1.0% of the Initial Pool Balance, the sole tenant at the 301 East Washington Street Mortgaged Property, Denison Parking, Inc., has the option to terminate its lease effective after November 30, 2020, and before November 30, 2021, with 60 days’ prior notice.

See Annex A-3 for more information on material termination options relating to the 10 largest Mortgage Loans.

Other. Tenants under certain leases included in the Underwritten Net Cash Flow, Underwritten NOI and/or Occupancy may be dark, may not yet be in physical occupancy, may not have begun paying rent or may be in negotiation. For example, with respect to single tenant properties or tenants that are one of the 5 largest tenants at a Mortgaged Property identified on Annex A-1 with respect to the 20 largest Mortgage Loans or tenants individually or in the aggregate representing more than 25% of the net rentable area at the Mortgaged Property, certain of such tenants have not taken possession or commenced paying rent or are in rent abatement periods as set forth below:

· With respect to the Mortgaged Property identified on Annex A-1 as North Point Center East, which secures a Mortgage Loan representing approximately 7.7% of the Initial Pool Balance, the borrower deposited at closing $4,106,632 into a free rent reserve account for 21 months of rent abatement with respect to MedAssets Net Revenue Sys., LLC, the largest tenant.

· With respect to the Mortgaged Property identified on Annex A-1 as Netflix HQ 1, which secures a Mortgage Loan representing approximately 5.2% of the Initial Pool Balance, Netflix, the single tenant at the Mortgaged Property is entitled to free rent through April 2016. At origination, a free rent reserve in the amount of $2,028,224 was deposited, to be applied on each payment date, provided no event of default exists, in an amount equal to the rent that would have been due absent such free rent period, (i) if no cash management trigger period exists, to be released to the borrower, and (ii) otherwise to be applied to amounts due under the Mortgage Loan in the same manner as rents.

· With respect to the Mortgaged Property identified on Annex A-1 as Promenade Gateway, which secures a Mortgage Loan representing approximately 3.7% of the Initial Pool Balance, the second largest tenant, Callison, is currently dark but is paying rent and has executed a sublease of its space to ZipRecruiter (a tenant currently occupying other space at the Mortgaged Property). At origination, the borrower and the non-recourse carveout guarantors executed a master lease on the dark Callison space. The master lease has a 12-year term at the same rental rates as the

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existing Callison lease. The master lease will terminate (i) upon the leasing of the space to one or more tenants with aggregate rent obligations greater than or equal to the rent due under the Callison lease or (ii) if the debt yield is greater than or equal to 6.75%.

· With respect to the Mortgaged Property identified on Annex A-1 as Bowie Plaza, which secures a Mortgage Loan representing approximately 2.2% of the Initial Pool Balance, the largest tenant, Fitness 4 Less has historically been late in its rent payments, including a three months delinquency in 2015. In addition, three other tenants, representing approximately 5.5% of square feet at the Mortgaged Property, were delinquent and/or in eviction at origination and have not been underwritten.

· With respect to the Mortgaged Property identified on Annex A-1 as Colony Crossing at Madison, which secures a Mortgage Loan representing approximately 1.3% of the Initial Pool Balance, the fourth largest tenant, Orange Theory Fitness, is not yet in occupancy and its lease is subject to certain contingent termination options as described above under “—Lease Expirations and Terminations—Terminations.” At origination, the borrower deposited (i) $225,000 into a reserve for outstanding tenant improvement obligations under the Orange Theory Fitness lease, (ii) $24,028 into a leasing commission reserve for outstanding leasing commissions due in connection with the Orange Theory Fitness lease, (iii) $26,933 into a rent commencement reserve to be disbursed to borrower once the commencement date occurs under the Orange Theory Fitness lease and (iv) $20,200 into a free rent reserve to be released to the borrower in monthly installments during the free rent period under the Orange Theory Fitness lease. To the extent that the Orange Theory Fitness lease is terminated for any or no reason prior to the rent commencement date thereunder, all of the Orange Theory Fitness reserve funds are required to be held by lender as additional collateral for the loan.

· With respect to the Mortgaged Property identified on Annex A-1 as Petsmart Sunnyvale, which secures a Mortgage Loan representing approximately 1.0% of the Initial Pool Balance, Petsmart, Inc., the single tenant at the Mortgaged Property is entitled to free rent through April 2016. At origination, $214,173 was deposited into a free rent reserve with respect to free rent for such tenant to be applied monthly, provided no event of default exists, in the same manner as the corresponding rent amount would be applied under the loan documents.

See “Risk Factors—Risks Relating to the Mortgage Loans—Underwritten Net Cash Flow Could Be Based On Incorrect or Failed Assumptions”.

See Annex A-3 for more information on other tenant matters relating to the 20 largest Mortgage Loans.

Purchase Options and Rights of First Refusal

Below are certain purchase options and rights of first refusal to purchase all or a portion of the Mortgaged Property with respect to certain of the Mortgaged Properties.

· With respect to Mortgaged Properties identified on Annex A-1 as Intercontinental Kansas City Hotel, Columbus Park Crossing, Santa Clarita Marketplace and Santa Clarita Crossroads, Academy Sports Decatur, Baggett & Shaw Warehouse, Mil-Pine Plaza, Walgreens – Metairie, LA and Walgreens – Mauldin, SC, which secure Mortgage Loans representing in the aggregate approximately 15.4% of the Initial Pool Balance, a tenant, franchisor, or other party may have a right of first refusal, right of first offer or purchase option with regard to the Mortgaged Property or its leased premises.

See “Risk Factors—Risks Relating to the Mortgage Loans—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases—Leases That Are Not Subordinated to the Lien of the Mortgage or Do Not Contain Attornment Provisions May Have an Adverse Impact at Foreclosure”.

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Affiliated Leases

Certain of the Mortgaged Properties are leased in whole or in part by borrowers or borrower affiliates. Set forth below are examples of Mortgaged Properties or portfolios of Mortgaged Properties at which at least 20% of (i) the gross income at the Mortgaged Property or portfolio of Mortgaged Properties relates to leases between the borrower and an affiliate of the borrower or (ii) the net rentable area at the Mortgaged Property or portfolio of Mortgaged Properties is leased to an affiliate of the borrower, excluding Mortgaged Properties that are leased to an affiliate of the borrower that functions as an operating lease:

· With respect to the Mortgaged Property identified on Annex A-1 as University of Buffalo Neurology Building, which secures a Mortgage Loan representing approximately 0.8% of the Initial Pool Balance, the Mortgaged Property is 100% occupied by two tenants, both of which are affiliates of the borrower

Insurance Considerations

The Mortgage Loans generally require that each Mortgaged Property be insured by a hazard insurance policy in an amount (subject to an approved deductible) at least equal to the lesser of the outstanding principal balance of the related Mortgage Loan and 100% of the replacement cost of the improvements located on the related Mortgaged Property, and if applicable, that the related hazard insurance policy contain appropriate endorsements or have been issued in an amount sufficient to avoid the application of co-insurance and not permit reduction in insurance proceeds for depreciation; provided that in the case of certain of the Mortgage Loans, the hazard insurance may be in such other amounts as was required by the related originators.

In general, the standard form of hazard insurance policy covers physical damage to, or destruction of, the improvements on the Mortgaged Property by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion, subject to the conditions and exclusions set forth in each policy. Each Mortgage Loan generally also requires the related borrower to maintain comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related Mortgaged Property in an amount generally equal to at least $1,000,000. Each Mortgage Loan generally further requires the related borrower to maintain business interruption insurance in an amount not less than approximately 100% of the gross rental income from the related Mortgaged Property for not less than 12 months. In general, the Mortgage Loans (including those secured by Mortgaged Properties located in California) do not require earthquake insurance. 25 of the Mortgaged Properties, securing 23.6% of the Initial Pool Balance, are located in areas that are considered a high earthquake risk. These areas include all or parts of the states of California and Tennessee.

In the case of 55 Mortgaged Properties which secure in whole or in part 42 Mortgage Loans, representing approximately 74.7% of the Initial Pool Balance by Allocated Loan Amount, the related borrowers maintain insurance under blanket policies.

Certain of the Mortgaged Properties may be insured by, or subject to self-insurance on the part of, a sole or significant tenant or the property manager as described below:

· With respect to the Mortgaged Properties identified on Annex A-1 as Walgreens – Metairie, LA, Walgreens – Mauldin, SC, which secure Mortgage Loans representing in the aggregate approximately 1.3% of the Initial Pool Balance, the related borrower may rely on the single tenant’s insurance or, in certain cases, self-insurance, so long as the single tenant’s lease is in effect and no default has occurred under the lease and the tenant’s insurance meets the requirements under the related loan documents, which in certain cases may refer to the requirements under the related lease. If the single tenant fails to provide acceptable insurance coverage, the borrower must obtain or provide supplemental coverage to meet the requirements under the loan documents.

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Further, with respect to Mortgaged Properties that are part of condominium regimes, ground leased or leased to a single tenant, the insurance or a portion thereof may be maintained by the condominium association, ground lessor or tenant rather than the related borrower. In addition, with respect to certain of the Mortgaged Properties, the related condominium documents, ground lease or lease or a reciprocal easement or other similar agreement require that proceeds be used for restoration, regardless of whether the conditions to restoration in the loan documents are satisfied.

Many Mortgage Loans contain limitations on the obligation to obtain terrorism insurance. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties”.

See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Associated with Blanket Insurance Policies or Self-Insurance”.

Use Restrictions

Certain of the Mortgaged Properties are subject to restrictions that restrict the use of such Mortgaged Properties to its current use, place other use restrictions on such Mortgaged Property or limit the related borrower’s ability to make changes to such Mortgaged Property.

· In the case of the portfolio of Mortgaged Properties identified on Annex A-1 as Sun MHC Portfolio, which secures a Mortgage Loan representing approximately 9.3% of the Initial Pool Balance, as to five of the Mortgaged Properties, identified on Annex A-1 as Silver Star, Edwardsville, Snow to Sun, Valley View Estates and Colonial Village, representing approximately 4.9% of the Initial Pool Balance by Allocated Loan Amount, the use of such Mortgaged Properties as manufactured housing facilities constitutes a legal non-conforming use. In the event that the use is abandoned for a period specified in the related ordinance (generally six months or more), or in the event of a casualty or similar event that causes a loss beyond a specified threshold (generally ranging from 50% to 75% of value or replacement cost of structures), particularly to the extent the related ordinance could be construed to include the mobile homes (rather than only the pads) in the loss threshold, the borrower may not be permitted to continue to operate such a Mortgaged Property as a manufactured housing facility, or may be required to obtain a variance in order to do so. In the event that zoning compliance is required, we cannot assure you that the borrower will be able to obtain a variance to operate the Mortgaged Property. In addition, because the insurable values of such Mortgaged Properties are much lower than their related Allocated Loan Amounts, the property insurance available would be much lower than the amount required to pay off the Allocated Loan Amount related to any such Mortgaged Property. See “Risk Factors—Risks Related to the Mortgage Loans—Manufactured Housing Community Properties Have Special Risks.”

· In the case of the Mortgaged Property identified on Annex A-1 as I-5 Self- Storage, which secures a Mortgage Loan representing approximately 2.9% of the Initial Pool Balance, the Mortgaged Property is restricted from being used for residential, food production, or school purposes due to subsurface contamination from an electronic circuit board manufacturing facility, which was formerly located at the Mortgaged Property and closed in 2001.

· In the case of the Mortgaged Property identified on Annex A-1 as Radisson Cincinnati Riverfront, which secures a Mortgage Loan representing approximately 0.6% of the Initial Pool Balance, the Mortgaged Property is legal non-conforming as to use because, although permitted at the time the hotel was built, the current zoning ordinance does not permit hotel use within the area that includes the Mortgaged Property. In the event of a casualty that causes loss to more than 50% of the fair market value of the Mortgaged Property, the borrower will be required to rebuild the Mortgaged Property in compliance with current zoning laws or obtain a variance to allow for rebuilding a hotel. In the event that zoning compliance is required, we cannot assure you that the borrower will be able to obtain a variance to rebuild the hotel nor can we assure you that the property insurance available will be sufficient to pay off the Mortgage Loan.

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See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Related to Zoning Non-Compliance and Use Restrictions”.

Appraised Value

In certain cases, in addition to an “as-is” value, the appraisal states an “as portfolio” or “as-complete” value for the related Mortgaged Property that assumes that certain events will occur with respect to 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 this prospectus, on Annex A-1 and/or the related footnotes. With respect to the Mortgaged Properties that secure the Mortgage Loans listed in the following table, the respective Cut-off Date LTV Ratio was calculated using the related “as portfolio” or “as-complete” Appraised Value, as opposed to the “as-is” Appraised Values, each as set forth in the following table:

Mortgage Loan Name(1)	% of Initial Pool Balance	Cut-off Date LTV Ratio (“As Portfolio”, “As- Complete”)	“As Portfolio”, “As- Complete” Appraised Value	Cut-off Date LTV Ratio (“As-Is”)	“As-Is” Appraised Value
Sun MHC Portfolio(2)	9.3%	72.2%	$144,100,000	70.2%	$148,250,000
North Point Center East(3)	7.7%	67.3%	$92,050,000	71.3%	$86,900,000
Hampton Inn Eau Claire(4)	1.0%	69.1%	$11,700,000	83.4%	$9,700,000

(1) The table excludes the Colony Crossing at Madison Mortgage Loan, representing 1.3% of the Initial Pool Balance. The Cut-off Date LTV Ratio for such Mortgage Loan is based on the “as-is” value of $14,500,000, “Subject to Hypothetical Condition” that assumes that the lease to Orange Theory Fitness is fully executed as of the effective date of October 22, 2015. The lease was executed on November 12, 2015.

(2) The Appraised Value is based on “as portfolio” value as of November 20, 2015 and attributes a discount to the aggregate value of the Sun MHC Portfolio Mortgaged Properties as a whole. The sum of the appraised values of the Sun MHC Portfolio Mortgaged Properties as calculated on an individual basis is $148,250,000. The appraisal applied a portfolio discount primarily because the purchase price for the portfolio of $137,855,400 was less than the sum of the appraisal’s concluded values for each of the individual properties.

(3) The Appraised Value is based on “as-complete” values of $21,600,000, $24,300,000, and $19,950,000 as of November 2, 2015 with respect to buildings 100, 200, and 333, respectively, and the “as-is” value of $26,200,000 with respect to building 555 at the Mortgaged Property. The “as-complete” values assume planned tenant improvements at the buildings. At origination, the borrower deposited approximately $2.9 million into tenant improvement reserves to cover the full cost of the planned tenant improvements.

(4) The Appraised Value is based on an “as complete” value as of October 1, 2016, which assumes that a property improvement plan in the amount of $2,044,758 (required under the related franchise agreement) is complete. At origination, the borrower reserved $1,384,734 related to the PIP (which amount is equal to (i) $2,044,758 (120% of the total estimated cost of the required improvements) less (ii) two years of underwritten excess net cash flow after debt service and other required reserves (approximately $660,024)). The loan guarantor guaranteed payment of any shortfall in the event the reserve does not collect $660,024 (or any additional amount that may be required to pay for the PIP) from the monthly reserves required under the Mortgage Loan documents related to the PIP work. In addition, the loan guarantor guaranteed payment up to $319,000, which amount represents the difference between the total budgeted PIP costs (approximately $1,700,000) and the amount of the PIP escrow collected at origination.

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

Mortgage Loan Name(1)	% of Initial Pool Balance	Maturity Date LTV Ratio (“As Portfolio”, “As- Stabilized”, “As- Complete”)	“As Portfolio”, “As- Stabilized”, “As- Complete” Appraised Value	Maturity Date LTV Ratio (“As-Is”)	“As-Is” Appraised Value
Sun MHC Portfolio(2)	9.3%	67.2%	$144,100,000	65.4%	$148,250,000
North Point Center East(3)	7.7%	62.0%	$92,050,000	65.7%	$86,900,000
Intercontinental Kansas City Hotel(4)	5.6%	56.6%	$114,000,000	70.9%	$91,000,000
Hampton Inn Eau Claire(5)	1.0%	51.7%	$11,700,00	62.4%	$9,700,000

(1) The table excludes the Colony Crossing at Madison Mortgage Loan, representing 1.3% of the Initial Pool Balance. The Maturity Date LTV Ratio for such Mortgage Loan is based on the “as-is” value of $14,500,000, “Subject to Hypothetical Condition” that assumes that the lease to Orange Theory Fitness is fully executed as of the effective date of October 22, 2015. The lease was executed on November 12, 2015. 

(2) The Appraised Value is based on the “as portfolio” value as of November 20, 2015 and attributes a discount to the aggregate value of the Sun MHC Portfolio Mortgaged Properties as a whole. The sum of the appraised values of the Sun MHC Portfolio Mortgaged Properties as calculated on an individual basis is $148,250,000. The appraisal applied a portfolio discount primarily because the purchase price for the portfolio of $137,855,400 was less than the sum of the appraisal’s concluded values for each of the individual properties.

(3) The Appraised Value is based on “as-complete” values of $21,600,000, $24,300,000, and $19,950,000 as of November 2, 2015 with respect to buildings 100, 200, and 333, respectively, and the “as-is” value of $26,200,000 with respect to building 555 at the Mortgaged Property. The “as-complete” values assume planned tenant improvements at the buildings. At origination, the borrower deposited approximately $2.9 million into tenant improvement reserves to cover the full cost of the planned tenant improvements.

(4) The Appraised Value is based on an “as-stabilized” value as of January 1, 2018, which assumes that a PIP in the amount of approximately $15,898,677 (including items required under the related franchise agreement and other items specified in the Mortgage Loan agreement) is complete.

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and that the hotel achieves occupancy, ADR and RevPAR of 75.0%, $197.76 and $147.81, respectively. At origination, the borrower deposited approximately $15,898,677 into a PIP reserve.

(5) The Appraised Value is based on an “as complete” value as of October 1, 2016, which assumes that a PIP in the amount of $2,044,758 (required under the related franchise agreement) is complete. At origination, the borrower reserved $1,384,734 related to the PIP (which amount is equal to (i) $2,044,758 (120% of the total estimated cost of the required improvements) less (ii) two years of underwritten excess net cash flow after debt service and other required reserves (approximately $660,024)). The loan guarantor guaranteed payment of any shortfall in the event the reserve does not collect $660,024 (or any additional amount that may be required to pay for the PIP) from the monthly reserves required under the Mortgage Loan documents related to the PIP work. In addition, the loan guarantor guaranteed payment up to $319,000, which amount represents the difference between the total budgeted PIP costs (approximately $1,700,000) and the amount of the PIP escrow collected at origination.

See “Risk Factors—Risks Relating to the Mortgage Loans—Appraisals May Not Reflect Current or Future Market Value of Each Property”.

Non-Recourse Carveout Limitations

While the Mortgage Loans generally contain non-recourse carveouts for liabilities such as a result of fraud by the borrower, certain voluntary insolvency proceedings or other matters, certain of the Mortgage Loans may not contain such carveouts or contain limitations to such carveouts. In general, the liquidity and net worth of a non-recourse guarantor under a Mortgage Loan will be less, and may be materially less, than the outstanding principal amount of that Mortgage Loan. In addition, certain Mortgage Loans have additional limitations to the non-recourse carveouts. See Annex D-2 for additional information.

· With respect to the Mortgaged Property identified on Annex A-1 as Netflix HQ 1, which secures a Mortgage Loan representing approximately 5.2% of the Initial Pool Balance, there is neither a non-recourse carveout guarantor nor an environmental indemnitor other than the related borrower.

· With respect to the Mortgaged Properties identified on Annex A-1 as Williamsburg Premium Outlets and Birch Run Premium Outlets, collectively securing approximately 8.7% of the Initial Pool Balance, the liability of the guarantor under its related guaranty is capped at an amount equal to 20% of the original principal balance of the related Whole Loan for so long as Simon Property Group, L.P. (“Simon L.P.”) is the guarantor. In addition, subject to the satisfaction of certain requirements in the related loan documents, the related borrower under each such Mortgage Loan is permitted to replace the existing guarantor with an entity controlled by Simon L.P. or Simon Property Group, Inc. for liabilities covered under the existing guaranty (which includes environmental indemnity provisions) for each such Mortgage Loan accruing after the date of such replacement.

· The non-recourse carveout provisions contained in certain of the Mortgage Loan documents may also limit the liability of the non-recourse carveout guarantor for certain monetary obligations or covenants related to the use and operation of the Mortgaged Property to the extent that there is sufficient cash flow generated by the Mortgaged Property and made available to the related borrower and/or non-recourse carveout guarantor to take or prevent such required action.

· A substantial portion of the Mortgage Loans, including several of the 15 largest Mortgage Loans, provide, with respect to liability for breaches of the environmental covenants in the Mortgage Loan documents, that the recourse obligations for environmental indemnification may terminate immediately (or in some cases, following a specified period, such as two years) after payment or defeasance in full of such Mortgage Loans (or in some cases, after a permitted transfer of the Mortgaged Property) if certain conditions more fully set forth in the related Mortgage Loan documents are satisfied, such as that the holder of the Mortgage Loan must have received an environmental inspection report for the related Mortgaged Property meeting criteria set forth in such Mortgage Loan documents, or that the holder must have received comprehensive record searches evidencing that there are no “Recognized Environmental Conditions” at the Mortgaged Property, or similar conditions.

· With respect to certain of the Mortgage Loans the related guaranty and/or environmental indemnity contains provisions to the effect that, provided certain conditions are satisfied, the recourse liability of the guarantor will not apply to any action, event or condition arising after the

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foreclosure, delivery of a deed in lieu of foreclosure, or appointment of a receiver, of the Mortgaged Property, pursuant to such Mortgage Loan and/or after the foreclosure, acceptance of a transfer in lieu of foreclosure or appointment of a receiver by a mezzanine lender under any related mezzanine loan.

In addition, there may be impediments and/or difficulties in enforcing some or all of the non-recourse carveout liability obligations of individual guarantors depending on the domicile or citizenship of the guarantor.

See “Risk Factors—Risks Relating to the Mortgage Loans—Mortgage Loans Are Non-Recourse and Are Not Insured or Guaranteed”.

Real Estate and Other Tax Considerations

Below are descriptions of real estate tax matters relating to certain Mortgaged Properties.

· With respect to the Mortgaged Property identified on Annex A-1 as Columbus Park Crossing, which secures a Mortgage Loan representing approximately 5.0% of the Initial Pool Balance, the Mortgaged Property benefits from a tax abatement provided through the Columbus Development Authority, which expires on April 21, 2021, prior to the maturity date of the Mortgage Loan on December 1, 2025. During the term of the Columbus Park Authority Lease, the tax assessor is required to value the Mortgaged Property at 50% of the fair market value for real estate tax purposes and the assessment will remain fixed but may be subject to increases in millage rates. Upon such expiration, the borrower will be required to pay full real estate taxes. The Mortgage Loan was underwritten based on the abated tax amount; however, the related mortgage loan seller then deducted the net present value of such tax abatement (using a 7.00% discount rate), resulting in a $220,000 haircut to Underwritten Net Cash Flow. There can be no assurance as to the effect of the expiration of the tax abatement on the income of the Mortgaged Property.

· With respect to the Mortgaged Property identified on Annex A-1 as Perry Place Apartments, which secures a Mortgage Loan representing approximately 0.7% of the Initial Pool Balance, the Mortgaged Property was originally constructed in 1912 and converted to an apartment building in 2009-2010. As an incentive to renovate the structure, it received historical preservation tax credits. The tax abatement, which started in 2010, is based on the tax exempt value as of January 2010. The borrower is responsible for any taxes resulting from an increase in value over the 2010 assessment throughout the tax abatement period. The tax abatement is eliminated altogether in 2021. Ongoing tax collections will be based on the tax abatement, accounting for scheduled abatement reductions. The related Mortgage Loan was underwritten based on unabated tax payments.

Certain risks relating to real estate taxes regarding the Mortgaged Properties or the borrowers are described in “Risk Factors—Risks Relating to the Mortgage Loans—Increases in Real Estate Taxes May Reduce Available Funds”.

Delinquency Information

As of the Cut-off Date, none of the Mortgage Loans will be 30 days or more delinquent and none of the Mortgage Loans have been 30 days or more delinquent since origination. A Mortgage Loan will be treated as 30 days delinquent if the scheduled payment for a due date is not received from the related borrower by the immediately following due date.

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Certain Terms of the Mortgage Loans

Amortization of Principal

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

Twenty-three (23) Mortgage Loans, representing approximately 54.6% of the Initial Pool Balance, provide for payments of interest-only for the first 12 to 72 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 until the maturity date or anticipated repayment date and therefore have an expected Balloon Balance at the related maturity date or anticipated repayment date.

Thirty-seven (37) Mortgage Loans (excluding interest-only and partial interest-only Mortgage Loans), representing approximately 30.5% of the Initial Pool Balance, provide for payments of interest and principal until the maturity date and then have an expected Balloon Balance at the maturity date.

Four (4) Mortgage Loans, representing approximately 14.9% of the Initial Pool Balance, are interest-only until the maturity date.

Due Dates; Mortgage Rates; Calculations of Interest

Subject in some cases to a next business day convention, all of the Mortgage Loans have due dates upon which scheduled payments of principal, interest or both are required to be made by the related borrower under the related Mortgage Note (each such date, a “Due Date”) and grace periods that occur as described in the following table:

Overview of Due Dates

Due Date	Default Grace Period Days	Number of Mortgage Loans	Aggregate Principal Balance of Mortgage Loans		Approx. % of Initial Pool Balance
6	0	34	$	451,187,491	56.0%
1	5	22		192,385,455	23.9
1	0	8		162,622,214	20.2
		64	$	806,195,160	100.0%

As used in this prospectus, “grace period” is the number of days before a payment default is an event of default under the terms of each Mortgage Loan. See Annex A-1 for information on the number of days before late payment charges are due under the Mortgage Loans. The information on Annex A-1 regarding the number of days before a late payment charge is due is based on the express terms of the Mortgage Loans. Some jurisdictions may impose a statutorily longer period.

All of the Mortgage Loans are secured by first liens on fee simple and/or leasehold interests in the related Mortgaged Properties, subject to the permitted exceptions reflected in the related title insurance policy. All of the Mortgage Loans bear fixed interest rates.

All of the Mortgage Loans, accrue interest on the basis of the actual number of days in a month, assuming a 360-day year (“Actual/360 Basis”).

ARD Loan(s)

One (1) Mortgage Loan, representing 1.0% of the Initial Pool Balance (the “ARD Loans”), provides that, after a certain date (the “Anticipated Repayment Date”), if 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”). See Annex A-1 for the Anticipated Repayment Date and the Revised Rate for each ARD Loan.

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After its Anticipated Repayment Date, each ARD Loan further requires that all cash flow available from the related Mortgaged Properties after payment of the monthly debt service payments required under the terms of the related Mortgage Loan documents and all escrows and property expenses required under the related Mortgage Loan documents be used to accelerate amortization of principal (without payment of any yield maintenance premium or prepayment charge) on such ARD Loan. While interest at the Initial Rate continues to accrue and be payable on a current basis on each ARD Loan after its related Anticipated Repayment Date, the payment of Excess Interest will be deferred and will be required to be paid only after the outstanding principal balance of such ARD Loan has been paid in full, at which time the Excess Interest, to the extent actually collected, will be paid to the holders of the Class V certificates. See “Risk Factors—Risks Relating to the Mortgage Loans—Risks of Anticipated Repayment Date Loans”.

Prepayment Protections and Certain Involuntary Prepayments

All of the Mortgage Loans have a degree of voluntary prepayment protection in the form of defeasance or prepayment lockout provisions and/or yield maintenance provisions. Voluntary prepayments, if permitted, generally (except in some cases as relates to a prepayment in connection with a casualty or condemnation) require the payment of a yield maintenance charge or a prepayment premium unless the Mortgage Loan (or Whole Loan, if applicable) is prepaid within a specified period (ranging from approximately 3 to 13 payments) up to and including the stated maturity date. See Annex A-1 and Annex A-2 for more information on the prepayment protections attributable to the Mortgage Loans on a loan-by-loan basis and a pool basis.

Additionally, certain Mortgage Loans may provide that in the event of the exercise of a purchase option by a tenant or the sale of real property or the release of a portion of the Mortgaged Property, that the related Mortgage Loans may be prepaid in part prior to the expiration of a prepayment/defeasance lockout provision. See “—Partial Releases” below.

Generally, no yield maintenance charge will be required for prepayments in connection with a casualty or condemnation, unless, in the case of most of the Mortgage Loans, an event of default has occurred and is continuing. See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions”. In addition, certain of the Mortgage Loans permit the related borrower, after a total or partial casualty or partial condemnation, to prepay the remaining principal balance of the Mortgage Loan (after application of the related insurance proceeds or condemnation award to pay the principal balance of the Mortgage Loan), which may not be accompanied by any prepayment consideration.

Certain of the Mortgage Loans are secured in part by letters of credit and/or cash reserves that in each such case:

· will be released to the related borrower upon satisfaction by the related borrower of certain performance related conditions, which may include, in some cases, meeting debt service coverage ratio levels and/or satisfying leasing conditions; and

· if not so released, may, at the discretion of the lender, prior to loan maturity (or earlier loan default or loan acceleration), be drawn on and/or applied to prepay the subject Mortgage Loan if such performance related conditions are not satisfied within specified time periods.

See Annex A-1 and A-3 for more information on reserves relating to the 20 largest Mortgage Loans.

Voluntary Prepayments.

Six (6) of the Mortgage Loans, representing approximately 20.1% of the Initial Pool Balance, permit the related borrower, after a lockout period of at least 25 payments following the origination date, to prepay the Mortgage Loan with the payment of the greater of a yield maintenance charge and a prepayment premium of 1.00% of the prepaid amount if such prepayment occurs prior to the related open prepayment period.

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The Mortgage Loans generally permit voluntary prepayment without payment of a yield maintenance charge or any prepayment premium during a limited “open period” immediately prior to and including the stated maturity date, as follows:

Prepayment Open Periods

Open Periods (Payments)	Number of Mortgage Loans	% of Initial Pool Balance
3	28	19.7	%
4	25	37.6
5	4	18.3
6	2	8.3
7	4	14.7
13	1	1.3
Total	64	100.0	%

See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions”.

“Due-On-Sale” and “Due-On-Encumbrance” Provisions

The Mortgage Loans generally contain “due-on-sale” and “due-on-encumbrance” clauses, which in each case permits the holder of the Mortgage Loan to accelerate the maturity of the related Mortgage Loan if the related borrower sells or otherwise transfers or encumbers (subject to certain exceptions set forth in the Mortgage Loan documents) the related Mortgaged Property or a controlling interest in the borrower without the consent of the mortgagee (which, in some cases, may not be unreasonably withheld). Many of the Mortgage Loans place certain restrictions (subject to certain exceptions set forth in the Mortgage Loan documents) on the transfer and/or pledging of general partnership and managing member equity interests in a borrower such as specific percentage or control limitations. The terms of the mortgages generally permit, subject to certain limitations, affiliate, estate planning and family transfers, transfers at death, transfers of interest in a public company, the transfer or pledge of less than a controlling portion of the partnership, members’ or other equity interests in a borrower, the transfer or pledge of passive equity interests in a borrower (such as limited partnership interests and non-managing member interests in a limited liability company) and transfers to other existing equity holders or to specified persons or persons satisfying qualification criteria set forth in the related Mortgage Loan documents. Certain of the Mortgage Loans do not restrict the pledging of direct or indirect ownership interests in the related borrower, but do restrict the transfer of ownership interests in the related borrower by imposing a specific percentage, a control limitation or requiring the consent of the mortgagee to any such transfer. Generally, the Mortgage Loans do not prohibit transfers so long as no change of control results or, with respect to Mortgage Loans to tenant-in-common borrowers or borrowers that are Delaware statutory trusts, transfers to new tenant-in-common borrowers or new beneficiaries of the Delaware statutory trust, as applicable. Certain of the Mortgage Loans do not prohibit the pledge by direct or indirect owners of the related borrower of equity distributions that may be made from time to time by the borrower to its equity owners.

Additionally, certain of the Mortgage Loans provide that transfers of the Mortgaged Property are permitted if certain conditions are satisfied, which may include one or more of the following:

· no event of default has occurred;

· the proposed transferee is creditworthy and has sufficient experience in the ownership and management of properties similar to the Mortgaged Property and/or a Rating Agency Confirmation has been obtained from each of the Rating Agencies;

· the transferee has executed and delivered an assumption agreement evidencing its agreement to abide by the terms of the Mortgage Loan together with legal opinions and title insurance endorsements; and

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· the assumption fee has been received (which assumption fee will be paid as described in “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses”, but will in no event be paid to the Certificateholders); however, certain of the Mortgage Loans allow the borrower to sell or otherwise transfer the related Mortgaged Property a limited number of times without paying an assumption fee.

Transfers resulting from the foreclosure of a pledge of the collateral for a mezzanine loan (if any) will also result in a permitted transfer. See “—Additional Indebtedness” above.

Defeasance; Collateral Substitution

The terms of 58 of the Mortgage Loans (the “Defeasance Loans”), representing approximately 79.9% of the Initial Pool Balance, permit the applicable borrower at any time (provided no event of default exists) after a specified period (the “Defeasance Lock-Out Period”) to obtain a release of a Mortgaged Property from the lien of the related Mortgage (a “Defeasance Option”) in connection with a defeasance. With respect to all of the Defeasance Loans, the Defeasance Lock-Out Period ends at least two years after the Closing Date.

Exercise of a Defeasance Option is also generally conditioned on, among other things, (a) the borrower providing the mortgagee with at least 30 days prior written notice of the date on which such defeasance will occur (such date, the “Release Date”), and (b) the borrower (A) paying on any Release Date (i) all accrued and unpaid interest on the principal balance of the Mortgage Loan (or, the related Whole Loan) up to and including the Release Date, (ii) all other sums (excluding scheduled interest or principal payments due following the Release Date), due under the Mortgage Loan (or Whole Loan, if applicable) and under all other loan documents executed in connection with the Defeasance Option, (iii) an amount (the “Defeasance Deposit”) that will be sufficient to (x) purchase non-callable obligations of, or backed by the full faith and credit of, the United States of America or, in certain cases, other “government securities” (within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 and otherwise satisfying REMIC requirements for defeasance collateral), that provide payments (1) on or prior to, but as close as possible to, all successive scheduled due dates occurring during the period from the Release Date to the related maturity date or anticipated repayment date (or to the first day of the open period for such Mortgage Loan)(or Whole Loan, if applicable) and (2) in amounts equal to the scheduled payments due on such due dates under the Mortgage Loan (or Whole Loan, if applicable), or under the defeased portion of the Mortgage Loan (or Whole Loan, if applicable) in the case of a partial defeasance, including in the case of a Mortgage Loan with a balloon payment due at maturity or anticipated repayment date, the balloon payment, and (y) pay any costs and expenses incurred in connection with the purchase of such government securities, and (B) delivering a security agreement granting the issuing entity a first priority lien on the Defeasance Deposit and, in certain cases, the government securities purchased with the Defeasance Deposit and an opinion of counsel to such effect.

For additional information on Mortgage Loans that permit partial defeasance, see “—Partial Releases” below.

In general, if consistent with the related Mortgage Loan documents, a successor borrower established, designated or approved by the master servicer will assume the obligations of the related borrower exercising a Defeasance Option and the borrower will be relieved of its obligations under the Mortgage Loan. If a Mortgage Loan (or Whole Loan, if applicable) is partially defeased, if consistent with the related Mortgage Loan documents, generally the related promissory note will be split and only the defeased portion of the borrower’s obligations will be transferred to the successor borrower.

Partial Releases

The Mortgage Loans described below permit the release of one or more of the Mortgaged Properties or a portion of a single Mortgaged Property in connection with a partial defeasance, a partial prepayment, a partial substitution, or for no consideration in the case of parcels that are vacant, non-income producing or were not taken into account in the underwriting of the Mortgage Loan, subject to the satisfaction of

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certain specified conditions, including the REMIC requirements. Additionally, certain Mortgage Loans permit the addition of real property to the Mortgage Loan collateral.

With respect to the portfolio of Mortgaged Properties identified on Annex A-1 as Sun MHC Portfolio, securing approximately 9.3% of the Initial Pool Balance, the borrower may obtain the release of an individual Mortgaged Property after the expiration of the lockout period pursuant to a bona fide third party sale provided that (i) the borrower prepays a release amount equal to 115% of the allocated loan amount of such Mortgaged Property, together with a prepayment premium equal to the greater of 1% of the prepayment and a yield maintenance premium, (ii) after giving effect to such release, the debt service coverage ratio of the remaining properties is not less than the greater of the debt service coverage ratio immediately preceding such release and 1.56x, provided that borrower may prepay an additional amount, together with the related prepayment premium, in order to satisfy such debt service coverage ratio, and (iii) following such prepayment, the Mortgage Loan shall have a loan-to-value ratio not greater than 125%. Such release is permitted in connection with a sale either (i) to an entity that is not affiliated with the borrower or guarantor, or (ii) to an entity in which Ross H. Partrich (the non-recourse carveout guarantor) (but not a North Star entity) owns an interest; provided that if Mr. Partrich then owns 15% or more of the ownership interest in the borrowers, (A) the sale must be for the fair market value of the Mortgaged Property as determined pursuant to an appraisal dated not more than 120 days prior to the transaction date, signed by a qualified, independent MAI appraiser reasonably approved and engaged by lender with no interest, direct or indirect, in the Mortgage Loan or any Mortgaged Property, and whose compensation is not affected by the fair market value of such Mortgaged Property, and (B) the required release prepayment is the greater of 100% of net sales proceeds and 125% of the allocated loan amount of the Mortgaged Property being released. See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions”.

With respect to the Mortgaged Properties identified on Annex A-1 as Williamsburg Premium Outlets and Birch Run Premium Outlets, which secure Mortgage Loans representing approximately 6.2% and 2.5%, respectively, of the Initial Pool Balance, in addition to permitted transfers in connection with takings or condemnations for dedication or public use and transfers related to the granting of easements or rights of way (or similar) in the ordinary course of business, the related borrower may, without lender consent, transfer non-income producing portions of the Mortgaged Property (by sale, ground lease, sublease or other conveyance of any interest) to third parties or affiliates of the related borrower, including owners of out parcels and department store pads, pads for office buildings, hotels or other properties.

With respect to the portfolio of Mortgaged Properties identified on Annex A-1 as Santa Monica Multifamily Portfolio, which secures a Mortgage Loan representing approximately 2.5% of the Initial Pool Balance, the borrower may obtain the release of an individual Mortgaged Property after the expiration of the lockout period upon a bona fide third-party sale of such Mortgaged Property, provided, among other things, (i) no event of default has occurred and is continuing, (ii) the borrower partially defeases the Mortgage Loan in an amount equal to the greater of (x) lender’s proportionate share (as between the Mortgage Loan and the mezzanine loan, if a mezzanine loan is outstanding) of 125% of the combined allocated loan amount for such individual Mortgaged Property  and (y) the net sales proceeds with respect to such individual Mortgaged Property, which in no event may be less than 94% of the gross sales price of such individual Mortgaged Property, (iii) after such release, if the mezzanine loan is then outstanding, the combined debt service coverage ratio for the remaining Mortgaged Properties (taking into account the Santa Monica Multifamily Portfolio Whole Loan and the mezzanine loan) is no less than the greater of the debt service coverage ratio immediately preceding such release and 1.15x, (iv) after such release, the debt service coverage ratio (based solely on the Whole Loan) for the remaining Mortgaged Properties is no less than the greater of the debt service coverage ratio immediately preceding such sale and 1.30x, and (v) after such release, the combined loan-to-value ratio for the remaining Mortgaged Properties is no greater than the lesser of the loan-to-value immediately preceding such release and 69.4%.

With respect to the portfolios of Mortgaged Properties identified on Annex A-1 as MVP Indianapolis Parking Portfolio and MVP Missouri Parking Portfolio, which secure two cross-collateralized and cross-

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defaulted Mortgage Loans representing approximately 1.0% and 0.4% respectively, of the Initial Pool Balance, the related borrower may obtain a release one of the Mortgage Loans (but not an individual Mortgaged Property) from the cross-collateralization subject to satisfaction of the following: (i) no event of default has occurred and is continuing; (ii) the related borrower has delivered a REMIC opinion acceptable to lender and rating agencies; (iii) (a) in the case of a defeasance, defeasance is permitted and the related borrower has delivered the partial release premium equal to the greater of (x) 20% of the outstanding principal balance of the defeased loan or (y) 80% of the sale proceeds of the defeased Mortgaged Property or (b) in the case of a transfer and assumption, a transfer and assumption is permitted and the related borrower has delivered the transfer premium equal to the greater of (w) 30% of the outstanding principal balance of the transferred or assumed Mortgage Loan or (z) 90% of the sale proceeds of the transferred assumed Mortgaged Property; (iv) the debt service coverage ratio of the remaining Mortgage Loan based on a trailing 12 months after any such release is equal to or greater than the greater of (a) 1.50x and (b) the combined debt service coverage ratio of the Mortgage Loans immediately prior to the release or transfer; (v) the debt yield of the remaining Mortgage Loan after any such release is equal to or greater than the greater of (a) 10.10% and (b) the combined debt yield of the Mortgage Loans immediately prior to the release or transfer; and (vi) the loan-to-value ratio of the remaining Mortgage Loan after any such release is equal to or less than the lesser of (a) 52.4% and (b) the combined loan-to-value ratio of the Mortgage Loans immediately prior to the release or transfer. Upon receipt of the partial release premium or the transfer premium, the lender may elect to either (i) hold the premium as additional collateral for the remaining Mortgage Loan or (ii) apply the funds to pay down the remaining Mortgage Loan.

With respect to the portfolio of Mortgaged Properties identified on Annex A-1 as Comfort Suites and La Quinta Inn Portfolio, which secures a Mortgage Loan representing approximately 1.0% of the Initial Pool Balance, at any time after the lockout period ends and prior to the open date, the borrower may obtain the release of an individual Mortgaged Property, provided, among other things pursuant to the loan documents, (i) the borrower shall defease a portion of the loan equal to the greater of (a) 125% of the allocated loan amount or (b) 80% of the proceeds from the sale of the applicable individual property, (ii) the debt service coverage ratio for the remaining properties is no less than the greater of 1.59x and the debt service coverage ratio immediately preceding such release, (iii) the loan-to-value ratio for the remaining properties is no greater than the lesser of 65% and the loan-to-value ratio immediately preceding such release, and (iv) the debt yield for the remaining property is no less than the greater of 11.10% and the debt yield immediately preceding such release.

With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A-1 as Bronzeville Apartments, representing approximately 0.3% of the Initial Pool Balance, the borrower may obtain the release of either individual Mortgaged Property at the expiration of the lockout period, provided that, among other things, (i) the borrower prepays the Mortgage Loan in an amount equal to the greater of (x) the net sales proceeds with respect to such individual Mortgaged Property and (y) 125% of the allocated loan amount for such individual Mortgaged Property, together with the applicable yield maintenance premium on the amount of the principal prepayment, and (ii) after such release, the debt yield for the remaining Mortgaged Property is no less than the greater of (x) the debt yield immediately preceding such release, and (y) 9.00%.

Escrows

Fifty-three (53) of the Mortgage Loans, representing approximately 84.5% of the Initial Pool Balance, provide for monthly or upfront escrows to cover property taxes on the Mortgaged Properties.

Fifty-seven (57) of the Mortgage Loans, representing approximately 83.0% of the Initial Pool Balance, provide for monthly or upfront escrows for ongoing replacements or capital repairs.

Twenty-five (25) of the Mortgage Loans, representing approximately 76.0% of the Initial Pool Balance, are secured by office, retail, industrial and mixed use properties, provide for upfront or monthly escrows (or credit) for the full term or a portion of the term of the related Mortgage Loan to cover anticipated re-leasing costs, including tenant improvements and leasing commissions or other lease

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termination or occupancy issues. Such escrows are typically considered for office, retail, industrial and mixed use properties only.

Forty-one (41) of the Mortgage Loans, representing approximately 44.1% of the Initial Pool Balance, provide for monthly or upfront escrows to cover insurance premiums on the Mortgaged Properties.

Seventeen (17) of the Mortgage Loans, representing approximately 25.0% of the Initial Pool Balance, provide for upfront reserves for immediate repairs.

Certain of the Mortgage Loans described above permit the related borrower to post a letter of credit or guaranty in lieu of maintaining cash reserves. In addition, in certain cases, the related borrower may not be required to maintain the escrows described above until the occurrence of a specified trigger.

Many of the Mortgage Loans provide for other escrows and reserves, including, in certain cases, reserves for debt service, operating expenses, vacancies at the related Mortgaged Property and other shortfalls or reserves to be released under circumstances described in the related Mortgage Loan documents.

Mortgaged Property Accounts

Lockbox Accounts. The Mortgage Loans documents prescribe the manner in which the related borrowers are permitted to collect rents from tenants at each Mortgaged Property. The following table sets forth the account mechanics prescribed for the Mortgage Loans:

Lockbox Account Types

Lockbox Type	Number of Mortgage Loans	Approx. % of Initial Pool Balance
Hard Lockbox	27	50.7	%
Springing Hard Lockbox	16	19.5
Springing Soft Lockbox	11	17.4
Soft Lockbox	9	11.5
Soft Springing Hard Lockbox	1	0.9
Total:	64	100.0	%

Except to the extent that certain trigger events have occurred under the related Mortgage Loan, the borrower is entitled to receive a disbursement of all cash remaining in the lockbox account after required payment for debt service, agent fees, required reserves, and operating expenses. The agreements governing the lockbox accounts provide that the borrower has no withdrawal or transfer rights with respect to the related lockbox account. The lockbox accounts will not be assets of the issuing entity.

Delaware Statutory Trusts

With respect to the Mortgaged Properties identified on Annex A-1 as Perry Place Apartments and Mentis Medical Office, which secure Mortgage Loans representing in the aggregate approximately 1.2% of the Initial Pool Balance, the related borrower is a Delaware statutory trust. A Delaware statutory trust is restricted in its ability to actively operate a property. There is a direct lease between the Delaware statutory trust borrower and the sole tenant. 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.

Exceptions to Underwriting Guidelines

As described in “Transaction Parties—The Sponsors and Mortgage Loan Sellers—German American Capital Corporation”, 4 Mortgage Loans, representing in the aggregate approximately 7.5% of the Initial Pool Balance, were originated by GACC with exceptions to its underwriting guidelines and/or typical underwriting procedures. As described in “Transaction Parties—The Sponsors and Mortgage Loan Sellers—KeyBank National Association”, 3 Mortgage Loans, representing in the aggregate approximately

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3.6% of the Initial Pool Balance, were originated by KeyBank National Association with exceptions to its underwriting guidelines and/or typical underwriting procedures.

Additional Indebtedness

General

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

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

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

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

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

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

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

Whole Loans

Certain Mortgage Loans are subject to the rights of a related Companion Loan holder, as further described in “—The Whole Loans” below.

Mezzanine Indebtedness

Although the Mortgage Loans generally place certain restrictions on incurring mezzanine debt by the pledging of general partnership and managing member equity interests in a borrower, such as specific percentage or control limitations, the terms of the Mortgages generally permit, subject to certain limitations, the pledge of less than a controlling portion of the equity interests in a borrower or a pledge of passive equity interests (such as limited partnership or non-managing membership equity interests) in a borrower. Certain Mortgage Loans described below permit the incurrence of mezzanine debt subject to satisfaction of certain conditions including a certain maximum combined loan-to-value ratio and/or a minimum combined debt service coverage ratio, and in some cases mezzanine debt is already in place. Also, certain of the Mortgage Loans do not restrict the pledging of ownership interests in the related borrower, but do restrict the transfer of ownership interests in a borrower by imposing limitations on transfer of control or a specific percentage of ownership interests. In addition, in general, a borrower (or its direct or indirect owners) that does not meet single-purpose entity criteria may not be restricted in any way from incurring mezzanine debt.

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As of the Cut-off Date, each sponsor has informed us that it is aware of the following existing mezzanine indebtedness with respect to the Mortgage Loans it is selling to the depositor:

Mortgage Loan Name	Mortgage Loan Cut-off Date Balance	Mezzanine Debt Cut-off Date Balance	Companion Loan Cut-off Date Balance	Cut-off Date Total Debt Balance	Cut-off Date Wtd. Avg. Total Debt Interest Rate(1)		Cut-off Date Mortgage Loan LTV Ratio(2)		Cut-off Date Total Debt LTV Ratio(1)		Cut-off Date Mortgage Loan Underwritten NCF DSCR(2)	Cut-off Date Total Debt Underwritten NCF DSCR(1)
Santa Monica Multifamily Portfolio	$20,000,000	$5,550,000	$62,450,000	$88,000,000	5.2504	%	65.0	%	69.4	%	1.28x	1.12x

⁽¹⁾ Calculated including the mezzanine debt and any related Companion Loan.

⁽²⁾ Calculated including any related Pari Passu Companion Loan.

In each case, the mezzanine indebtedness is coterminous with the related Mortgage Loan.

The mezzanine loan related to the Mortgage Loan identified in the table above secured by the portfolio of Mortgaged Properties identified on Annex A-1 as Santa Monica Multifamily Portfolio, which secures a Mortgage Loan representing approximately 2.5% of the Initial Pool Balance, is 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 priorities between the related Mortgage Loan and the related mezzanine loan. The intercreditor agreement provides, among other things, generally that (a) all payments due under the related mezzanine loan are subordinate after an event of default under the related Mortgage Loan to any and all payments required to be made under the related Mortgage Loan (except for any payments from funds other than the mortgaged property or from proceeds of any enforcement upon the mezzanine loan collateral and any mezzanine loan guarantees), (b) so long as there is no event of default under the related Mortgage Loan, the related mezzanine lender may accept payments on and prepayments of the related mezzanine loan, (c) the related mezzanine 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, (d) the related mezzanine lender may amend or modify the related mezzanine loan in certain respects without the consent of the related mortgage lender, and the mortgage lender must obtain the mezzanine lender’s consent to amend or modify the Mortgage Loan in certain respects, (e) upon the occurrence of an event of default under the related mezzanine loan documents, the related mezzanine 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, (f) if the related Mortgage Loan is accelerated or, in some cases, becomes specially serviced or if a monetary or material non-monetary default occurs and continues for a specified period of time under the related Mortgage Loan or if the Mortgage Loan borrower becomes a debtor in a bankruptcy or if the related Mortgage Loan lender exercises any enforcement action under the related Mortgage Loan documents with respect to the related Mortgage Loan borrower or the related Mortgaged Properties, the related mezzanine 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 of the related Mortgage Loan, together with all accrued interest and other amounts due thereon, plus any advances made by the related Mortgage Loan lender or its servicer and any interest thereon plus, subject to certain limitations, any Liquidation Fees and Special Servicing Fees payable under the PSA, but generally excluding any late charges, default interest, exit fees, special maintenance charges payable in connection with a prepayment or yield maintenance charges and prepayment premiums and (g) an event of default under the related Mortgage Loan will trigger an event of default under the mezzanine loan.

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

With respect to the Mortgage Loans listed in the following chart, the direct and indirect equity owners of the borrower are permitted to incur future mezzanine debt, subject to the satisfaction of conditions contained in the related Mortgage Loan documents, including, among other things, a combined maximum

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loan-to-value ratio, a combined minimum debt service coverage ratio and/or a combined minimum debt yield, as listed in the following chart and determined in accordance with the related Mortgage Loan documents:

Mortgage Loan Name	Mortgage Loan Cut-off Date Balance	Combined Maximum LTV Ratio	Combined Minimum DSCR	Combined Minimum Debt Yield	Intercreditor Agreement Required
North Point Center East	$61,950,000	70.0%	1.30x(1)	N/A	Yes
Villas at Tenison(2)	$19,500,000	75.0%	1.25x	7.50%	Yes
8911 Aviation Blvd	$9,775,334	70.0%	1.40x	N/A	Yes
Santa Clarita Marketplace and Santa Clarita Crossroads	$9,274,472	50.0%	2.05x	12.16%	Yes

⁽¹⁾ The greater of (a) 1.30 to 1.00 or (b) the debt service coverage ratio (taking into account the permitted mezzanine loan and assuming a 30 year amortization) existing immediately prior to the closing of such mezzanine loan.

⁽²⁾ Only up to $5,000,000 of future mezzanine debt is permitted.

The specific rights of the related mezzanine lender with respect to any such future mezzanine loan will be specified in the related intercreditor agreement (if any) and may include rights substantially similar to the cure and repurchase rights described above. The intercreditor required to be entered into in connection with any future mezzanine loan will be subject to receipt of a Rating Agency Confirmation. 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.

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

See “Risk Factors—Risks Relating to the Mortgage Loans—Other Financings or Ability to Incur Other Indebtedness Entails Risk”.

Other Secured Indebtedness

With respect to the Mortgaged Property identified on Annex A-1 as Columbus Park Crossing, which secures a Mortgage Loan representing approximately 5.0% of the Initial Pool Balance, the Mortgaged Property also secures approximately $75,000,000 of development bonds issued by the Columbus Development Authority in return for the transfer of the Mortgaged Property to the Columbus Development Authority as part of a tax abatement arrangement, which bonds are secured by a mortgage on the Columbus Development Authority’s fee and leasehold interests in the Mortgaged Property. Such bonds are owned by the related borrower, and the borrower is prohibited from transferring such bonds. Payments owed by the Columbus Development Authority to the borrower under the bonds are netted against payments owed by the borrower under the Columbus Park Authority Lease, resulting in a complete offset. Upon the expiration of the tax abatement on April 21, 2021, the Columbus Development Authority is required to sell, and the borrower is required to purchase, all of the Columbus Development Authority’s fee and leasehold interests in the Columbus Park Crossing Property for $100.00 and satisfaction of the other terms under the Columbus Park Authority Lease, and the bonds are required to be cancelled. In addition, such bonds, and the related mortgage, have been subordinated to the Mortgage Loan and granted to the Mortgage Loan lender as additional collateral for the Mortgage Loan.

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Other Unsecured Indebtedness

Certain Mortgage Loans permit the borrower to incur certain other subordinate indebtedness as described below:

· With respect to the Mortgaged Property identified on Annex A-1 as Intercontinental Kansas City Hotel, which secures a Mortgage Loan representing approximately 5.6% of the Initial Pool Balance, the related borrower acquired the Mortgaged Property from a seller which had received “key money” of $2,500,000 from an affiliate of the franchisor. In connection with the issuance of an amended franchise agreement, the borrower assumed the obligation to pay the balance of the unamortized key money (which at loan origination was approximately $1,250,000) if the franchise agreement is terminated prior to its stated expiration date. The borrower’s obligation to pay such funds, if any, is unsecured and no ongoing payments are required to be made by the borrower to the franchisor so long as, among other things, the franchise agreement is not in default and has not been terminated. If the obligation to repay the financing is triggered, the unamortized portion of the key money financing will be payable to an affiliate of the franchisor. No subordination and standstill agreement or intercreditor agreement has been entered into in connection with the key money financing. The loan documents include a nonrecourse carve-out to the borrower and guarantor for any losses associated with this obligation.

· With respect to the Mortgaged Property identified on Annex A-1 as Netflix HQ 1, which secures a Mortgage Loan representing approximately 5.2% of the Initial Pool Balance, the related borrower is capitalized with unsecured bridge loans from members, which have been subordinated to the Mortgage Loan pursuant to a subordination and standstill agreement, and are permitted in an amount of not more than $49,155,000 provided such loans are unsecured, fully subordinate to the Mortgage Loan, and do not mature during the term of the Mortgage Loan or are automatically extended indefinitely so long as the Mortgage Loan is outstanding.

· With respect to the Mortgaged Properties identified on Annex A-1 as Rochester House Apartments and Elmsleigh Apartments, which secure Mortgage Loans representing in the aggregate approximately 0.4% of the Initial Pool Balance, the borrower is permitted to incur unsecured debt in an amount that does not exceed $100,000.00 from its members. Pursuant to the loan documents, the unsecured debt is required to be subordinate to the mortgage loan via a subordination and standstill agreement.

Certain risks relating to additional debt are described in “Risk Factors—Risks Relating to the Mortgage Loans—Other Financings or Ability to Incur Other Indebtedness Entails Risk”.

The Whole Loans

General

Each of the Mortgage Loans secured by the Mortgaged Properties identified on Annex A-1 as “Sun MHC Portfolio”, “Williamsburg Premium Outlets”, “Intercontinental Kansas City Hotel”, “Columbus Park Crossing”, “Promenade Gateway”, “Birch Run Premium Outlets” and “Santa Monica Multifamily Portfolio” is part of the related Whole Loan consisting of the Mortgage Loan and the related Pari Passu Companion Loan(s). In connection with each Whole Loan, the rights between the trustee on behalf of the issuing entity and the holder(s) of the related Companion Loan(s) (each, a “Companion Loan Holder”) are generally governed by an intercreditor agreement (each, an “Intercreditor Agreement”). With respect to each of the Whole Loans, the related Mortgage Loan and related Companion Loans are cross-collateralized and cross-defaulted.

“Controlling Companion Loan” means, with respect to any Servicing Shift Whole Loan, the related Pari Passu Companion Loan which, upon the securitization of such Pari Passu Companion Loan, servicing is expected to shift to the related Servicing Shift PSA entered into in connection with such securitization. GACC is currently the holder of the “Controlling Companion Loan” with respect to each of the Williamsburg Premium Outlets Whole Loan and the Birch Run Premium Outlets Whole Loan.

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“Non-Serviced Certificate Administrator” means (i) with respect to each of the Promenade Gateway Whole Loan and the Santa Monica Multifamily Portfolio Whole Loan, the certificate administrator under the COMM 2016-CCRE28 Pooling and Servicing Agreement, and (ii) with respect to each of the Williamsburg Premium Outlets Whole Loan and the Birch Run Premium Outlets Whole Loan, after the applicable Servicing Shift Securitization Date, the certificate administrator under the related Servicing Shift PSA.

“Non-Serviced Companion Loan” means, with respect to any Non-Serviced Whole Loan, any related mortgage note not included in the issuing entity that is not serviced under the PSA 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. Each of the Promenade Gateway Companion Loan, the Santa Monica Multifamily Portfolio Companion Loan and, after the applicable Servicing Shift Securitization Date, each of the Williamsburg Premium Outlets Companion Loans and the Birch Run Premium Outlets Companion Loans, will be Non-Serviced Companion Loans related to the issuing entity.

“Non-Serviced Master Servicer” means (i) with respect to each of the Promenade Gateway Whole Loan and the Santa Monica Multifamily Portfolio Whole Loan, the master servicer under the COMM 2016-CCRE28 Pooling and Servicing Agreement, and (ii) with respect to each of the Williamsburg Premium Outlets Whole Loan and the Birch Run Premium Outlets Whole Loan, after the applicable Servicing Shift Securitization Date, the master servicer under the related Servicing Shift PSA.

“Non-Serviced PSA” means (i) with respect to each of the Promenade Gateway Whole Loan and the Santa Monica Multifamily Portfolio Whole Loan, the COMM 2016-CCRE28 Pooling and Servicing Agreement, and (ii) with respect to each of the Williamsburg Premium Outlets Whole Loan and the Birch Run Premium Outlets Whole Loan, after the applicable Servicing Shift Securitization Date, the related Servicing Shift PSA.

“Non-Serviced Special Servicer” means (i) with respect to each of the Promenade Gateway Whole Loan and the Santa Monica Multifamily Portfolio Whole Loan, the special servicer under the COMM 2016-CCRE28 Pooling and Servicing Agreement, and (ii) with respect to each of the Williamsburg Premium Outlets Whole Loan and the Birch Run Premium Outlets Whole Loan, after the applicable Servicing Shift Securitization Date, the special servicer under the related Servicing Shift PSA.

“Non-Serviced Trustee” means (i) with respect each of the Promenade Gateway Whole Loan and the Santa Monica Multifamily Portfolio Whole Loan, the trustee under the COMM 2016-CCRE28 Pooling and Servicing Agreement, and (ii) with respect to each of the Williamsburg Premium Outlets Whole Loan and the Birch Run Premium Outlets Whole Loan, after the applicable Servicing Shift Securitization Date, the trustee under the related Servicing Shift PSA.

“Non-Serviced Whole Loan” means any Whole Loan that is not serviced under the PSA that is divided into two 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 in this prospectus to a Non-Serviced Whole Loan refer to the aggregate indebtedness under the related notes. Each of the Promenade Gateway Whole Loan and the Santa Monica Multifamily Portfolio Whole Loan will be Non-Serviced Whole Loans related to the issuing entity. On and after the applicable Servicing Shift Securitization Date, the related Servicing Shift Whole Loan will be a Non-Serviced Whole Loan related to the issuing entity. Prior to the applicable Servicing Shift Securitization Date, the related Servicing Shift Whole Loan will be a Serviced Whole Loan.

“Non-Serviced Mortgage Loan” means, with respect to any Non-Serviced Whole Loan, a Mortgage Loan included in the issuing entity but serviced under another agreement. Each of the Promenade Gateway Mortgage Loan and the Santa Monica Multifamily Portfolio Mortgage Loan will be Non-Serviced Mortgage Loans related to the issuing entity. On and after the applicable Servicing Shift Securitization Date, the related Servicing Shift Mortgage Loan will be a Non-Serviced Mortgage Loan related to the issuing entity.

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“Non-Serviced Securitization Trust” means (i) with respect to each of the Promenade Gateway Whole Loan and the Santa Monica Multifamily Portfolio Whole Loan, the securitization trust formed pursuant to the COMM 2016-CCRE28 Pooling and Servicing Agreement, and (ii) with respect to each Servicing Shift Whole Loan, after the applicable Servicing Shift Securitization Date, the securitization trust formed pursuant to the related Servicing Shift PSA.

“Serviced Companion Loan” means, with respect to any Serviced Whole Loan, any related mortgage note not included in the issuing entity that is serviced under the PSA 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. Each of the Sun MHC Portfolio Companion Loan, the Intercontinental Kansas City Hotel Companion Loan and the Columbus Park Crossing Companion Loans will be Serviced Companion Loans related to the issuing entity. Prior to the applicable Servicing Shift Securitization Date, each of the Williamsburg Premium Outlets Companion Loans and the Birch Run Premium Outlets Companion Loans will be Serviced Companion Loans related to the issuing entity. On and after the applicable Servicing Shift Securitization Date, each of the Williamsburg Premium Outlets Companion Loans and the Birch Run Premium Outlets Companion Loans will be Non-Serviced Companion Loans related to the issuing entity.

“Serviced Whole Loan” means any Whole Loan serviced under the PSA, which includes a mortgage note that is included in the issuing entity and one or more Pari Passu Companion Loans not included in the issuing entity. References in this prospectus to a Serviced Whole Loan refer to the aggregate indebtedness under the related notes. Each of the Sun MHC Portfolio Whole Loan, the Intercontinental Kansas City Hotel Whole Loan and the Columbus Park Crossing Whole Loan will be Serviced Whole Loans related to the issuing entity. Prior to the applicable Servicing Shift Securitization Date, each of the Williamsburg Premium Outlets Whole Loan and the Birch Run Premium Outlets Whole Loan will be Serviced Whole Loans related to the issuing entity. On and after the applicable Servicing Shift Securitization Date, each of the Williamsburg Premium Outlets Whole Loan and the Birch Run Premium Outlets Whole Loan will be Non-Serviced Whole Loans related to the issuing entity.

“Serviced Pari Passu Companion Loan” means, with respect to any Serviced Whole Loan, any related Pari Passu Companion Loan that is serviced under the PSA. Each of the Sun MHC Portfolio Companion Loan, the Intercontinental Kansas City Hotel Companion Loan and the Columbus Park Crossing Companion Loans will be Serviced Pari Passu Companion Loans related to the issuing entity. Prior to the applicable Servicing Shift Securitization Date, each of the Williamsburg Premium Outlets Companion Loans and the Birch Run Premium Outlets Companion Loans, will be Serviced Pari Passu Companion Loans related to the issuing entity.

“Servicing Shift Mortgage Loan” means, with respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the issuing entity that will be serviced under the PSA as of the Closing Date, but the servicing of which is expected to shift to the Servicing Shift PSA entered into in connection with the securitization of the related Controlling Companion Loan on and after the applicable Servicing Shift Securitization Date. As of the Closing Date, the Williamsburg Premium Outlets Mortgage Loan and the Birch Run Premium Outlets Mortgage Loan will be Servicing Shift Mortgage Loans related to the issuing entity.

“Servicing Shift PSA” means the Williamsburg Premium Outlets Pooling and Servicing Agreement and the Birch Run Premium Outlets Pooling and Servicing Agreement.

“Servicing Shift Securitization Date” means the Williamsburg Premium Outlets Control Note Securitization Date and the Birch Run Premium Outlets Control Note Securitization Date.

“Servicing Shift Whole Loan” means any Whole Loan serviced under the PSA as of the Closing Date, which includes the related Servicing Shift Mortgage Loan included in the issuing entity and one or more Pari Passu Companion Loans not included in the issuing entity, but the servicing of which is expected to shift to the Servicing Shift PSA entered into in connection with the securitization of the related Controlling Companion Loan on and after the Servicing Shift Securitization Date. As of the Closing Date, the

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Williamsburg Premium Outlets Whole Loan and the Birch Run Premium Outlets Whole Loan will be Servicing Shift Whole Loans related to the issuing entity.

“Whole Loan” means each of the Sun MHC Portfolio Whole Loan, the Williamsburg Premium Outlets Whole Loan, the Intercontinental Kansas City Hotel Whole Loan, the Columbus Park Crossing Whole Loan, the Promenade Gateway Whole Loan, the Birch Run Premium Outlets Whole Loan and the Santa Monica Multifamily Portfolio Whole Loan, as the context may require and as applicable.

The table below provides certain information with respect to each Mortgage Loan that has a corresponding Companion Loan:

Whole Loan Summary

Mortgage Loan Name	Mortgage Loan Cut-off Date Balance	% of Initial Pool Balance	Pari Passu Companion Loan Cut-off Date Balance	Mortgage Loan LTV Ratio	Mortgage Loan Underwritten NCF DSCR
Sun MHC Portfolio	$75,000,000	9.3%	$29,066,000	72.2%	1.51x
Williamsburg Premium Outlets	$50,000,000	6.2%	$135,000,000	54.8%	2.52x
Intercontinental Kansas City Hotel	$45,000,000	5.6%	$30,140,000	65.1%	1.70x
Columbus Park Crossing	$40,000,000	5.0%	$30,500,000	75.0%	1.22x
Promenade Gateway	$30,000,000	3.7%	$60,000,000	50.0%	1.81x
Birch Run Premium Outlets	$20,000,000	2.5%	$103,000,000	59.4%	2.84x
Santa Monica Multifamily Portfolio	$20,000,000	2.5%	$62,450,000	65.0%	1.28x

Sun MHC Portfolio Whole Loan

General. The Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A-1 as Sun MHC Portfolio, representing approximately 9.3% of the Initial Pool Balance, with a Cut-off Date Balance of $75,000,000 (the “Sun MHC Portfolio Mortgage Loan”), is part of a Whole Loan comprised of two promissory notes, each of which is secured by the same mortgage instrument on the same underlying Mortgaged Properties (the “Sun MHC Portfolio Mortgaged Properties”). The Sun MHC Portfolio Mortgage Loan is evidenced by promissory note A-1. The portion of the Sun MHC Portfolio Whole Loan (as defined below) evidenced by promissory note A-2 (the “Sun MHC Portfolio Companion Loan”), with a Cut-off Date Balance of $29,066,000, which (subject to any applicable financing arrangement) is currently being held by GACC (or an affiliate), is pari passu in right of payment with the Sun MHC Portfolio Mortgage Loan. The Sun MHC Portfolio Mortgage Loan and Sun MHC Portfolio Companion Loan are collectively referred to as the “Sun MHC Portfolio Whole Loan” in this prospectus. The Sun MHC Portfolio Companion Loan will not be transferred to the issuing entity and will not be part of the Mortgage Pool.

The holders of the promissory notes evidencing the Sun MHC Portfolio Whole Loan (the “Sun MHC Portfolio Noteholders”) have entered into a co-lender agreement that sets forth the respective rights of each Sun MHC Portfolio Noteholder (the “Sun MHC Portfolio Intercreditor Agreement”).

Servicing. The Sun MHC Portfolio Whole Loan will be serviced by the master servicer and the special servicer pursuant to the terms of the PSA. Subject to the terms of the Sun MHC Portfolio Intercreditor Agreement, all decisions, consents, waivers, approvals and other actions on the part of any Sun MHC Portfolio Noteholder will be effected in accordance with the PSA.

Advancing. The master servicer or the trustee, as applicable, will be responsible for making: (i) P&I Advances on the Sun MHC Portfolio Mortgage Loan (but not on the Sun MHC Portfolio Companion Loan) pursuant to the PSA, 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) Servicing Advances with respect to the Sun MHC Portfolio Whole Loan, in each case unless a similar determination of nonrecoverability is made under the PSA.

Distributions. The Sun MHC Portfolio Intercreditor Agreement sets forth the respective rights of each of the Sun MHC Portfolio Noteholders and provides, in general, that all payments, proceeds and other

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recoveries on or in respect of the Sun MHC Portfolio Whole Loan (other than escrow and reserve payments and any proceeds, awards or settlements to be otherwise applied or released in accordance with the related Mortgage Loan documents) will be applied to the Sun MHC Portfolio Mortgage Loan and the Sun MHC 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, special servicer, certificate administrator, trustee and operating advisor in accordance with the terms of the applicable pooling and servicing agreement).

Consultation and Control. The directing certificateholder under the Sun MHC Portfolio Intercreditor Agreement with respect to the Sun MHC Portfolio Whole Loan will be the Directing Certificateholder. Certain decisions to be made with respect to the Sun MHC Portfolio Whole Loan, including certain major decisions and the implementation of any recommended actions outlined in an asset status report pursuant to the PSA, will require the approval of the Directing Certificateholder unless a Control Termination Event exists.

Pursuant to the terms of the Sun MHC Portfolio Intercreditor Agreement, the Sun MHC Portfolio Non-Controlling Note Holder will have the right to (i) receive copies of all notices, information and reports that the special servicer is required to provide to the Directing Certificateholder within the same time frame it is required to provide such notices, information and reports to the Directing Certificateholder (but without regard to whether or not the Directing Certificateholder actually has lost any rights to receive such information as a result of a Consultation Termination Event) and (ii) consult on a strictly non-binding basis with respect to certain major decisions as set forth in the Sun MHC Portfolio Intercreditor Agreement and the implementation of any recommended actions outlined in an asset status report. The consultation right of the Sun MHC Portfolio Non-Controlling Note Holder will expire 10 business days after the delivery by the special servicer of notice and information relating to the matter subject to consultation, whether or not such Sun MHC Portfolio Non-Controlling Note Holder has responded within such period; provided that if a new course of action is proposed that is materially different from the actions previously proposed, the 10 business-day consultation period will begin anew. Notwithstanding the Sun MHC Portfolio Non-Controlling Note Holder’s consultation rights described above, the special servicer is permitted to make any major decision or take any action set forth in an asset status report before the expiration of the aforementioned 10 business-day period if it determines that immediate action with respect to such decision is necessary to protect the interests of the holders of the Sun MHC Portfolio Mortgage Loan and the Sun MHC Portfolio Companion Loan.

Notwithstanding the foregoing consent or consultation rights, no direction or objection by the Directing Certificateholder or the Sun MHC Portfolio Non-Controlling Note Holder may require or cause the master servicer or the special servicer, as applicable, to violate any provision of any related mortgage loan documents, applicable law, the PSA, the Sun MHC Portfolio 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, special servicer, paying agent, trust fund, certificate administrator, trustee, Depositor, any Mortgage Loan Seller, operating advisor, custodian, or any of their affiliates, officers, directors, employees or agents to liability, or materially expand the scope of the master servicer’s or the special servicer’s responsibilities under the PSA.

In addition to the consultation rights of the Sun MHC Portfolio Non-Controlling Note Holder described above, the Sun MHC Portfolio Non-Controlling Note Holder will have the right to annual conference calls with the master servicer or special servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the master servicer or special servicer, as applicable, in which servicing issues related to the Sun MHC Portfolio Whole Loan are discussed.

The “Sun MHC Portfolio Non-Controlling Note Holder” means, with respect to the Sun MHC Portfolio Companion Loan, (i) until Sun MHC Portfolio Companion Loan is included in a securitization, the holder(s) of the Sun MHC Portfolio Companion Loan and (ii) if the Sun MHC Portfolio Companion Loan is included in a securitization, the party entitled under such securitization to exercise the rights granted to the holder(s) of the Sun MHC Portfolio Companion Loan under the Sun MHC Portfolio Intercreditor Agreement.

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Sale of Defaulted Mortgage Loan. Pursuant to the terms of the Sun MHC Portfolio Intercreditor Agreement, if the Sun MHC Portfolio Whole Loan becomes a Defaulted Mortgage Loan pursuant to the terms of the PSA and thereafter the special servicer determines pursuant to the PSA and the Sun MHC Portfolio Intercreditor Agreement to pursue a sale of the Sun MHC Portfolio Mortgage Loan, the special servicer will be required to sell the Sun MHC Portfolio Mortgage Loan together with the Sun MHC Portfolio Companion Loan as a single whole loan, in accordance with the provisions of the PSA and the Sun MHC Portfolio Intercreditor Agreement; provided that the special servicer will not be permitted to sell the Sun MHC Portfolio Whole Loan without the consent of the Sun MHC Portfolio Non-Controlling Note Holder unless the special servicer has satisfied certain notice and information delivery requirements.

Appointment of Special Servicer. The Directing Certificateholder (prior to a Control Termination Event) or Certificateholders with the requisite percentage of Voting Rights, as described in “Description of the Certificates—Voting Rights” (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 Sun MHC Portfolio Non-Controlling Note Holder as long as such replacement special servicer is a “qualified servicer” (as described in the Sun MHC Portfolio Intercreditor Agreement) and satisfies the other conditions set forth in the PSA.

Williamsburg Premium Outlets Whole Loan

General. The Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 as Williamsburg Premium Outlets, representing approximately 6.2% of the Initial Pool Balance, with a Cut-off Date Balance of $50,000,000 (the “Williamsburg Premium Outlets Mortgage Loan”), is part of a whole loan comprised of 6 promissory notes, each of which is secured by the same mortgage instrument on the same underlying Mortgaged Property (the “Williamsburg Premium Outlets Mortgaged Property”). The Williamsburg Premium Outlets Mortgage Loan is evidenced by promissory note A-3 and promissory note A-4. The portions of the Williamsburg Premium Outlets Whole Loan (as defined below) evidenced by (a) promissory note A-1 (the “Williamsburg Premium Outlets Note A-1 Companion Loan”), with a Cut-off Date Balance of $40,000,000), (b) a promissory note A-2 (the “Williamsburg Premium Outlets Note A-2 Companion Loan”), with a Cut-off Date Balance of $40,000,000), (c) a promissory note A-5 (the “Williamsburg Premium Outlets Note A-5 Companion Loan”), with a Cut-off Date Balance of $25,000,000), and (d) a promissory note A-6, with a Cut-off Date Balance of $30,000,000) (the “Williamsburg Premium Outlets Note A-6 Companion Loan”), each of which is currently being held by GACC, are collectively referred to in this prospectus as the “Williamsburg Premium Outlets Companion Loans”. The Williamsburg Premium Outlets Mortgage Loan and the Williamsburg Premium Outlets Companion Loans are pari passu with each other in terms of priority and are collectively referred to in this prospectus as the “Williamsburg Premium Outlets Whole Loan”. It is anticipated that the Williamsburg Premium Outlets Companion Loans will be included in one or more future securitizations. However, we cannot assure you that this will ultimately occur. The holders of the Williamsburg Premium Outlets Whole Loan (the “Williamsburg Premium Outlets Noteholders”) have entered into a co-lender agreement that sets forth the respective rights of each Williamsburg Premium Outlets Noteholder (the “Williamsburg Premium Outlets Intercreditor Agreement”). The following summaries describe certain provisions of the Williamsburg Premium Outlets Intercreditor Agreement.

Servicing. Pursuant to the terms of the Williamsburg Premium Outlets Intercreditor Agreement, the Williamsburg Premium Outlets Whole Loan will be initially serviced and administered pursuant to the terms of the PSA by the master servicer and the special servicer, as the case may be, according to the Servicing Standard until the date on which the Williamsburg Premium Outlets Note A-1 Companion Loan is securitized (the “Williamsburg Premium Outlets Control Note Securitization Date”), after which the Williamsburg Premium Outlets Whole Loan will be serviced and administered pursuant to the pooling and servicing agreement (the “Williamsburg Premium Outlets Pooling and Servicing Agreement”) entered into in connection with such other securitization and the Williamsburg Premium Outlets Intercreditor Agreement. The Williamsburg Premium Outlets Intercreditor Agreement provides that expenses, losses and shortfalls relating to the Williamsburg Premium Outlets Whole Loan will be allocated on a pro rata and pari passu basis to the holders thereof.

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Advancing. Until the Williamsburg Premium Outlets Control Note Securitization Date, the master servicer or the trustee, as applicable, under the PSA will be responsible for making any required P&I Advance on the Williamsburg Premium Outlets Mortgage Loan (but not any advances of principal and/or interest on the Williamsburg Premium Outlets Companion Loans) pursuant to the terms of the PSA and the master servicer or the trustee, as applicable, under the PSA will be responsible for making any required Servicing Advances with respect to the Williamsburg Premium Outlets Whole Loan, in each case unless the master servicer or the trustee, as applicable, or the special servicer under the PSA determines that such an advance would not be recoverable from collections on the Williamsburg Premium Outlets Mortgage Loan (in the case of a P&I Advance) or the Williamsburg Premium Outlets Whole Loan (in the case of a Servicing Advance).

On and after the Williamsburg Premium Outlets Control Note Securitization Date, (i) the master servicer or the trustee, as applicable, under the PSA will be responsible for making any required P&I Advance on the Williamsburg Premium Outlets Mortgage Loan (but not any advances of principal and/or interest on the Williamsburg Premium Outlets Companion Loans) pursuant to the terms of the PSA, unless the master servicer or the trustee, as applicable, or the special servicer under the PSA determines that such an advance would not be recoverable from collections on the Williamsburg Premium Outlets Mortgage Loan and (ii) the related Non-Serviced Master Servicer or Non-Serviced Trustee, as applicable, will be responsible for making (A) any required principal and interest advances on the Williamsburg Premium Outlets Note A-1 Companion Loan as required under the terms of the Williamsburg Premium Outlets Pooling and Servicing Agreement (but not on the Williamsburg Premium Outlets Mortgage Loan, the Williamsburg Premium Outlets Note A-2 Companion Loan, the Williamsburg Premium Outlets Note A-5 Companion Loan or the Williamsburg Premium Outlets Note A-6 Companion Loan) and (B) any required property protection advances with respect to the Williamsburg Premium Outlets Whole Loan, unless in the case of clause (A) or (B) above, a similar determination of nonrecoverability is made under the Williamsburg Premium Outlets Pooling and Servicing Agreement.

Distributions. The Williamsburg Premium Outlets Intercreditor Agreement sets forth the respective rights of each of the Williamsburg Premium Outlets Noteholders and provides, in general, that all payments, proceeds and other recoveries on or in respect of the Williamsburg Premium Outlets Whole Loan will be applied to the Williamsburg Premium Outlets Mortgage Loan and the Williamsburg Premium Outlets 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, special servicer, certificate administrator, trustee and operating advisor in accordance with the terms of the applicable pooling and servicing agreement).

Consultation and Control. The directing holder under the Williamsburg Premium Outlets Intercreditor Agreement with respect to the Williamsburg Premium Outlets Whole Loan (such party, the “Williamsburg Premium Outlets Directing Certificateholder”) will initially be the holder of the Williamsburg Premium Outlets Note A-1 Companion Loan, and from and after the Williamsburg Premium Outlets Control Note Securitization Date, will be the controlling class representative or such other party specified in the Williamsburg Premium Outlets Pooling and Servicing Agreement. Certain decisions to be made with respect to the Williamsburg Premium Outlets Whole Loan, including certain major servicing decisions, and the implementation of any recommended actions outlined in an asset status report with respect to the Williamsburg Premium Outlets Whole Loan or any related REO Property pursuant to the PSA or the Williamsburg Premium Outlets Pooling and Servicing Agreement, as applicable, will require the approval of the Williamsburg Premium Outlets Directing Certificateholder.

Pursuant to the terms of the Williamsburg Premium Outlets Intercreditor Agreement, each Williamsburg Premium Outlets Non-Controlling Note Holder will have the right to (i) receive copies of all notices, information and reports that the special servicer or, from and after the Williamsburg Premium Outlets Control Note Securitization Date, the Williamsburg Premium Outlets Special Servicer is required to provide to the Williamsburg Premium Outlets Directing Certificateholder within the same time frame it is required to provide such notices, information and reports to the Williamsburg Premium Outlets Directing Certificateholder and (ii) to be consulted on a strictly non-binding basis with respect to (x) certain major servicing decisions regarding the Williamsburg Premium Outlets Whole Loan as set forth in the

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Williamsburg Premium Outlets Intercreditor Agreement and (y) the implementation of any recommended actions outlined in an asset status report in respect of the Williamsburg Premium Outlets Whole Loan. The consultation right of a Williamsburg Premium Outlets Non-Controlling Note Holder will expire 10 business days after the delivery by such special servicer of notice and information relating to the matter subject to consultation, whether or not such Williamsburg Premium Outlets Non-Controlling Note Holder has responded within such period; provided that if a new course of action is proposed that is materially different from the actions previously proposed, the 10 business-day consultation period will begin anew. Notwithstanding each Williamsburg Premium Outlets Non-Controlling Note Holder’s consultation rights described above, the special servicer or the Williamsburg Premium Outlets Special Servicer, as applicable, is permitted to make any major servicing decision or take any action set forth in an asset status report in respect of the Williamsburg Premium Outlets Mortgaged Property 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 Williamsburg Premium Outlets Mortgage Loan and the Williamsburg Premium Outlets Companion Loans.

Notwithstanding the foregoing consultation rights, no direction or objection by a Williamsburg Premium Outlets Non-Controlling Note Holder may require or cause the master servicer or the special servicer, as applicable, or, from and after the Williamsburg Premium Outlets Control Note Securitization Date, the Williamsburg Premium Outlets Master Servicer or the Williamsburg Premium Outlets Special Servicer, as applicable, to violate any provision of any related mortgage loan documents, applicable law, the PSA or the Williamsburg Premium Outlets Pooling and Servicing Agreement, as applicable, the Williamsburg Premium Outlets Intercreditor Agreement or the REMIC provisions, including without limitation the applicable master servicer’s or special servicer’s obligation to act in accordance with the applicable servicing standard, or expose the applicable master servicer or special servicer to liability, or materially expand the scope of such master servicer’s or special servicer’s responsibilities under the PSA or the Williamsburg Premium Outlets Pooling and Servicing Agreement, as applicable.

In addition to the consultation rights of each Williamsburg Premium Outlets Non-Controlling Note Holder described above, each Williamsburg Premium Outlets Non-Controlling Note Holder will have the right to annual conference calls with the master servicer or special servicer or, from and after the Williamsburg Premium Outlets Control Note Securitization Date, the Williamsburg Premium Outlets Master Servicer or the Williamsburg Premium Outlets Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the master servicer or special servicer or, from and after the Williamsburg Premium Outlets Control Note Securitization Date, the Williamsburg Premium Outlets Master Servicer or the Williamsburg Premium Outlets Special Servicer, as applicable, in which servicing issues related to the Williamsburg Premium Outlets Whole Loan are discussed.

The “Williamsburg Premium Outlets Non-Controlling Note Holder” means, with respect to the Williamsburg Premium Outlets Whole Loan, the Directing Certificateholder (for so long as it is permitted under the PSA), and with respect to the Williamsburg Premium Outlets Companion Loans designated as Note A-2, Note A-5 and Note A-6, the holder of such Notes or the party entitled under a future pooling and servicing agreement to exercise the rights granted to the holders of such Notes under the Williamsburg Premium Outlets Intercreditor Agreement.

Sale of Defaulted Williamsburg Premium Outlets Whole Loan. Pursuant to the terms of the Williamsburg Premium Outlets Intercreditor Agreement, if the Williamsburg Premium Outlets Mortgage Loan becomes a Defaulted Loan, and if the special servicer (or, after the Williamsburg Premium Outlets Control Note Securitization Date, the related Non-Serviced Special Servicer) determines pursuant to the PSA or the Williamsburg Premium Outlets Pooling and Servicing Agreement, as the case may be, and the Williamsburg Premium Outlets Intercreditor Agreement to pursue a sale of the Williamsburg Premium Outlets Mortgage Loan (or the Williamsburg Premium Outlets Companion Loans, as the case may be), the special servicer or related Non-Serviced Special Servicer, as applicable, will be required to sell the Williamsburg Premium Outlets Mortgage Loan together with the Williamsburg Premium Outlets Companion Loans as a single whole loan, subject to the satisfaction of certain notice and information delivery requirements and the trustee’s (or any third party hired by the trustee in accordance with the PSA) or the related Non-Serviced Trustee’s (or any third party hired by such Non-Serviced Trustee in

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accordance with the Williamsburg Premium Outlets Pooling and Servicing Agreement), as applicable, obligation to review whether any offer from an Interested Person received for the Williamsburg Premium Outlets Mortgage Loan and the Williamsburg Premium Outlets Companion Loans constitutes a fair price. In connection with any such sale, the applicable special servicer will be required to follow the procedures set forth in “Pooling and Servicing Agreement—Realization Upon Mortgage Loans” or similar procedures.

Notwithstanding the foregoing, on and after the Williamsburg Premium Outlets Control Note Securitization Date, the related Non-Serviced Special Servicer will not be permitted to sell the Williamsburg Premium Outlets Mortgage Loan together with the Williamsburg Premium Outlets Companion Loans if the loan becomes a defaulted whole loan without the written consent of the holder of the Williamsburg Premium Outlets Mortgage Loan (provided that such consent is not required if the holder of the Williamsburg Premium Outlets Mortgage Loan is the borrower or an affiliate of the borrower) unless the related Non-Serviced Special Servicer has delivered to the holder of the Williamsburg Premium Outlets Mortgage Loan: (a) at least 15 business days prior written notice of any decision to attempt to sell the related Whole Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the related Non-Serviced Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the Williamsburg Premium Outlets Whole Loan, and any documents in the servicing file reasonably requested by the holder of the Williamsburg Premium Outlets Mortgage Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Williamsburg Premium Outlets Directing Certificateholder) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the related Non-Serviced Master Servicer or Non-Serviced Special Servicer in connection with the proposed sale. Subject to the terms of the PSA, the holder of the Williamsburg Premium Outlets Mortgage Loan (or its representative) will be permitted to submit an offer at any sale of the related Whole Loan.

Prior to the Williamsburg Premium Outlets Control Note Securitization Date, in the event of the sale by the special servicer of the Williamsburg Premium Outlets Whole Loan, the special servicer will be required to provide the same information to, and consult with, the holders of the Williamsburg Premium Outlets Companion Loans as described above.

See “Pooling and Servicing Agreement—Realization Upon Mortgage Loans”.

Special Servicer Appointment Rights. On and after the Williamsburg Premium Outlets Control Note Securitization Date, pursuant to the terms of the Williamsburg Premium Outlets Intercreditor Agreement, the Williamsburg Premium Outlets Directing Certificateholder (which, unless a control termination event or consultation termination event exists under the Williamsburg Premium Outlets Pooling and Servicing Agreement, will be the directing certificateholder under the Williamsburg Premium Outlets Pooling and Servicing Agreement) will have the right, with or without cause, to replace the related Non-Serviced Special Servicer then acting with respect to the Williamsburg Premium Outlets Whole Loan and appoint a replacement special servicer without the consent of the holder of the Williamsburg Premium Outlets Mortgage Loan as long as such replacement special servicer is a “qualified servicer” (as described in the Williamsburg Premium Outlets Intercreditor Agreement) and satisfies other conditions set forth in the Williamsburg Premium Outlets Pooling and Servicing Agreement.

Intercontinental Kansas City Hotel Whole Loan

General. The Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 as Intercontinental Kansas City Hotel, representing approximately 5.6% of the Initial Pool Balance, with a Cut-off Date Balance of $45,000,000 (the “Intercontinental Kansas City Hotel Mortgage Loan”), is part of a Whole Loan comprised of two promissory notes, each of which is secured by the same mortgage instrument on the same underlying Mortgaged Property (the “Intercontinental Kansas City Hotel Mortgaged Property”). The Intercontinental Kansas City Hotel Mortgage Loan is evidenced by promissory note A-1. The portion of the Intercontinental Kansas City Hotel Whole Loan (as defined below) evidenced by promissory note A-2 (the “Intercontinental Kansas City Hotel Companion Loan”), with a Cut-off Date Balance of $30,140,000, which (subject to any applicable financing arrangement) is currently being held

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by GACC (or an affiliate), is pari passu in right of payment with the Intercontinental Kansas City Hotel Mortgage Loan. The Intercontinental Kansas City Hotel Mortgage Loan and Intercontinental Kansas City Hotel Companion Loan are collectively referred to as the “Intercontinental Kansas City Hotel Whole Loan” in this prospectus. The Intercontinental Kansas City Hotel Companion Loan will not be transferred to the issuing entity and will not be part of the Mortgage Pool.

The holders of the promissory notes evidencing the Intercontinental Kansas City Hotel Whole Loan (the “Intercontinental Kansas City Hotel Noteholders”) have entered into a co-lender agreement that sets forth the respective rights of each Intercontinental Kansas City Hotel Noteholder (the “Intercontinental Kansas City Hotel Intercreditor Agreement”).

Servicing. The Intercontinental Kansas City Hotel Whole Loan will be serviced by the master servicer and the special servicer pursuant to the terms of the PSA. Subject to the terms of the Intercontinental Kansas City Hotel Intercreditor Agreement, all decisions, consents, waivers, approvals and other actions on the part of any Intercontinental Kansas City Hotel Noteholder will be effected in accordance with the PSA.

Advancing. The master servicer or the trustee, as applicable, will be responsible for making: (i) P&I Advances on the Intercontinental Kansas City Hotel Mortgage Loan (but not on the Intercontinental Kansas City Hotel Companion Loan) pursuant to the PSA, 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) Servicing Advances with respect to the Intercontinental Kansas City Hotel Whole Loan, in each case unless a similar determination of nonrecoverability is made under the PSA.

Distributions. The Intercontinental Kansas City Hotel Intercreditor Agreement sets forth the respective rights of each of the Intercontinental Kansas City Hotel Noteholders and provides, in general, that all payments, proceeds and other recoveries on or in respect of the Intercontinental Kansas City Hotel Whole Loan (other than escrow and reserve payments and any proceeds, awards or settlements to be otherwise applied or released in accordance with the related Mortgage Loan documents) will be applied to the Intercontinental Kansas City Hotel Mortgage Loan and the Intercontinental Kansas City Hotel 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, special servicer, certificate administrator, trustee and operating advisor in accordance with the terms of the applicable pooling and servicing agreement).

Consultation and Control. The directing certificateholder under the Intercontinental Kansas City Hotel Intercreditor Agreement with respect to the Intercontinental Kansas City Hotel Whole Loan will be the Directing Certificateholder. Certain decisions to be made with respect to the Intercontinental Kansas City Hotel Whole Loan, including certain major decisions and the implementation of any recommended actions outlined in an asset status report pursuant to the PSA, will require the approval of the Directing Certificateholder unless a Control Termination Event exists.

Pursuant to the terms of the Intercontinental Kansas City Hotel Intercreditor Agreement, the Intercontinental Kansas City Hotel Non-Controlling Note Holder will have the right to (i) receive copies of all notices, information and reports that the special servicer is required to provide to the Directing Certificateholder within the same time frame it is required to provide such notices, information and reports to the Directing Certificateholder (but without regard to whether or not the Directing Certificateholder actually has lost any rights to receive such information as a result of a Consultation Termination Event) and (ii) consult on a strictly non-binding basis with respect to certain major decisions as set forth in the Intercontinental Kansas City Hotel Intercreditor Agreement and the implementation of any recommended actions outlined in an asset status report. The consultation right of the Intercontinental Kansas City Hotel Non-Controlling Note Holder will expire 10 business days after the delivery by the special servicer of notice and information relating to the matter subject to consultation, whether or not such Intercontinental Kansas City Hotel Non-Controlling Note Holder has responded within such period; provided that if a new course of action is proposed that is materially different from the actions previously proposed, the 10 business-day consultation period will begin anew. Notwithstanding the Intercontinental Kansas City Hotel

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Non-Controlling Note Holder’s consultation rights described above, the special servicer is permitted to make any major decision or take any action set forth in an asset status report before the expiration of the aforementioned 10 business-day period if it determines that immediate action with respect to such decision is necessary to protect the interests of the holders of the Intercontinental Kansas City Hotel Mortgage Loan and the Intercontinental Kansas City Hotel Companion Loan.

Notwithstanding the foregoing consent or consultation rights, no direction or objection by the Directing Certificateholder or the Intercontinental Kansas City Hotel Non-Controlling Note Holder may require or cause the master servicer or the special servicer, as applicable, to violate any provision of any related mortgage loan documents, applicable law, the PSA, the Intercontinental Kansas City Hotel 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, special servicer, paying agent, trust fund, certificate administrator, trustee, Depositor, any Mortgage Loan Seller, operating advisor, custodian, or any of their affiliates, officers, directors, employees or agents to liability, or materially expand the scope of the master servicer’s or the special servicer’s responsibilities under the PSA.

In addition to the consultation rights of the Intercontinental Kansas City Hotel Non-Controlling Note Holder described above, the Intercontinental Kansas City Hotel Non-Controlling Note Holder will have the right to annual conference calls with the master servicer or special servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the master servicer or special servicer, as applicable, in which servicing issues related to the Intercontinental Kansas City Hotel Whole Loan are discussed.

The “Intercontinental Kansas City Hotel Non-Controlling Note Holder” means, with respect to the Intercontinental Kansas City Hotel Companion Loan, (i) until Intercontinental Kansas City Hotel Companion Loan is included in a securitization, the holder(s) of the Intercontinental Kansas City Hotel Companion Loan and (ii) if the Intercontinental Kansas City Hotel Companion Loan is included in a securitization, the party entitled under such securitization to exercise the rights granted to the holder(s) of the Intercontinental Kansas City Hotel Companion Loan under the Intercontinental Kansas City Hotel Intercreditor Agreement.

Sale of Defaulted Mortgage Loan. Pursuant to the terms of the Intercontinental Kansas City Hotel Intercreditor Agreement, if the Intercontinental Kansas City Hotel Whole Loan becomes a Defaulted Mortgage Loan pursuant to the terms of the PSA and thereafter the special servicer determines pursuant to the PSA and the Intercontinental Kansas City Hotel Intercreditor Agreement to pursue a sale of the Intercontinental Kansas City Hotel Mortgage Loan, the special servicer will be required to sell the Intercontinental Kansas City Hotel Mortgage Loan together with the Intercontinental Kansas City Hotel Companion Loan as a single whole loan, in accordance with the provisions of the PSA and the Intercontinental Kansas City Hotel Intercreditor Agreement; provided that the special servicer will not be permitted to sell the Intercontinental Kansas City Hotel Whole Loan without the consent of the Intercontinental Kansas City Hotel Non-Controlling Note Holder unless the special servicer has satisfied certain notice and information delivery requirements.

Appointment of Special Servicer. The Directing Certificateholder (prior to a Control Termination Event) or Certificateholders with the requisite percentage of Voting Rights, as described in “Description of the Certificates—Voting Rights” (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 Intercontinental Kansas City Hotel Non-Controlling Note Holder as long as such replacement special servicer is a “qualified servicer” (as described in the Intercontinental Kansas City Hotel Intercreditor Agreement) and satisfies the other conditions set forth in the PSA.

Columbus Park Crossing Whole Loan

General. The Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 as Columbus Park Crossing, representing approximately 5.0% of the Initial Pool Balance, with a Cut-off Date Balance of $40,000,000 (the “Columbus Park Crossing Mortgage Loan”), is part of a Whole Loan

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comprised of two promissory notes, each of which is secured by the same mortgage instrument on the same underlying Mortgaged Property (the “Columbus Park Crossing Mortgaged Property”). The Columbus Park Crossing Mortgage Loan is evidenced by promissory note A-1. The portion of the Columbus Park Crossing Whole Loan (as defined below) evidenced by promissory note A-2 (the “Columbus Park Crossing Companion Loan”), with a Cut-off Date Balance of $30,500,000, which (subject to any applicable financing arrangement) is currently being held by GACC (or an affiliate), is pari passu in right of payment with the Columbus Park Crossing Mortgage Loan. The Columbus Park Crossing Mortgage Loan and Columbus Park Crossing Companion Loan are collectively referred to as the “Columbus Park Crossing Whole Loan” in this prospectus. The Columbus Park Crossing Companion Loan will not be transferred to the issuing entity and will not be part of the Mortgage Pool.

The holders of the promissory notes evidencing the Columbus Park Crossing Whole Loan (the “Columbus Park Crossing Noteholders”) have entered into a co-lender agreement that sets forth the respective rights of each Columbus Park Crossing Noteholder (the “Columbus Park Crossing Intercreditor Agreement”).

Servicing. The Columbus Park Crossing Whole Loan will be serviced by the master servicer and the special servicer pursuant to the terms of the PSA. Subject to the terms of the Columbus Park Crossing Intercreditor Agreement, all decisions, consents, waivers, approvals and other actions on the part of any Columbus Park Crossing Noteholder will be effected in accordance with the PSA.

Advancing. The master servicer or the trustee, as applicable, will be responsible for making: (i) P&I Advances on the Columbus Park Crossing Mortgage Loan (but not on the Columbus Park Crossing Companion Loan) pursuant to the PSA, 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) Servicing Advances with respect to the Columbus Park Crossing Whole Loan, in each case unless a similar determination of nonrecoverability is made under the PSA.

Distributions. The Columbus Park Crossing Intercreditor Agreement sets forth the respective rights of each of the Columbus Park Crossing Noteholders and provides, in general, that all payments, proceeds and other recoveries on or in respect of the Columbus Park Crossing Whole Loan (other than escrow and reserve payments and any proceeds, awards or settlements to be otherwise applied or released in accordance with the related Mortgage Loan documents) will be applied to the Columbus Park Crossing Mortgage Loan and the Columbus Park Crossing 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, special servicer, certificate administrator, trustee and operating advisor in accordance with the terms of the applicable pooling and servicing agreement).

Consultation and Control. The directing certificateholder under the Columbus Park Crossing Intercreditor Agreement with respect to the Columbus Park Crossing Whole Loan will be the Directing Certificateholder. Certain decisions to be made with respect to the Columbus Park Crossing Whole Loan, including certain major decisions and the implementation of any recommended actions outlined in an asset status report pursuant to the PSA, will require the approval of the Directing Certificateholder unless a Control Termination Event exists.

Pursuant to the terms of the Columbus Park Crossing Intercreditor Agreement, the Columbus Park Crossing Non-Controlling Note Holder will have the right to (i) receive copies of all notices, information and reports that the special servicer is required to provide to the Directing Certificateholder within the same time frame it is required to provide such notices, information and reports to the Directing Certificateholder (but without regard to whether or not the Directing Certificateholder actually has lost any rights to receive such information as a result of a Consultation Termination Event) and (ii) consult on a strictly non-binding basis with respect to certain major decisions as set forth in the Columbus Park Crossing Intercreditor Agreement and the implementation of any recommended actions outlined in an asset status report. The consultation right of the Columbus Park Crossing Non-Controlling Note Holder will expire 10 business days after the delivery by the special servicer of notice and information relating to the matter subject to consultation, whether or not such Columbus Park Crossing Non-Controlling Note Holder has responded within such period; provided that if a new course of action is proposed that is

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

Notwithstanding the foregoing consent or consultation rights, no direction or objection by the Directing Certificateholder or the Columbus Park Crossing Non-Controlling Note Holder may require or cause the master servicer or the special servicer, as applicable, to violate any provision of any related mortgage loan documents, applicable law, the PSA, the Columbus Park Crossing 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, special servicer, paying agent, trust fund, certificate administrator, trustee, Depositor, any Mortgage Loan Seller, operating advisor, custodian, or any of their affiliates, officers, directors, employees or agents to liability, or materially expand the scope of the master servicer’s or the special servicer’s responsibilities under the PSA.

In addition to the consultation rights of the Columbus Park Crossing Non-Controlling Note Holder described above, the Columbus Park Crossing Non-Controlling Note Holder will have the right to annual conference calls with the master servicer or special servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the master servicer or special servicer, as applicable, in which servicing issues related to the Columbus Park Crossing Whole Loan are discussed.

The “Columbus Park Crossing Non-Controlling Note Holder” means, with respect to the Columbus Park Crossing Companion Loan, (i) until Columbus Park Crossing Companion Loan is included in a securitization, the holder(s) of the Columbus Park Crossing Companion Loan and (ii) if the Columbus Park Crossing Companion Loan is included in a securitization, the party entitled under such securitization to exercise the rights granted to the holder(s) of the Columbus Park Crossing Companion Loan under the Columbus Park Crossing Intercreditor Agreement.

Sale of Defaulted Mortgage Loan. Pursuant to the terms of the Columbus Park Crossing Intercreditor Agreement, if the Columbus Park Crossing Whole Loan becomes a Defaulted Mortgage Loan pursuant to the terms of the PSA and thereafter the special servicer determines pursuant to the PSA and the Columbus Park Crossing Intercreditor Agreement to pursue a sale of the Columbus Park Crossing Mortgage Loan, the special servicer will be required to sell the Columbus Park Crossing Mortgage Loan together with the Columbus Park Crossing Companion Loan as a single whole loan, in accordance with the provisions of the PSA and the Columbus Park Crossing Intercreditor Agreement; provided that the special servicer will not be permitted to sell the Columbus Park Crossing Whole Loan without the consent of the Columbus Park Crossing Non-Controlling Note Holder unless the special servicer has satisfied certain notice and information delivery requirements.

Appointment of Special Servicer. The Directing Certificateholder (prior to a Control Termination Event) or Certificateholders with the requisite percentage of Voting Rights, as described in “Description of the Certificates—Voting Rights” (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 Columbus Park Crossing Non-Controlling Note Holder as long as such replacement special servicer is a “qualified servicer” (as described in the Columbus Park Crossing Intercreditor Agreement) and satisfies the other conditions set forth in the PSA.

Promenade Gateway Whole Loan

General. The Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 as Promenade Gateway, representing approximately 3.7% of the Initial Pool Balance, with a Cut-off Date Balance of $30,000,000 (the “Promenade Gateway Mortgage Loan”), is part of a Whole Loan comprised of two promissory notes, each of which is secured by the same mortgage instrument on the same

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underlying Mortgaged Property (the “Promenade Gateway Mortgaged Property”). The Promenade Gateway Mortgage Loan is evidenced by promissory note A-2. The portion of the Promenade Gateway Whole Loan (as defined below) evidenced by promissory note A-1, with a Cut-off Date Balance of $60,000,000, which is included in the COMM 2016-CCRE28 Mortgage Trust, is referred to in this prospectus as the “Promenade Gateway Companion Loan” and is pari passu in right of payment with the Promenade Gateway Mortgage Loan. The Promenade Gateway Mortgage Loan and the Promenade Gateway Companion Loan are collectively referred to in this prospectus as the “Promenade Gateway Whole Loan.” The Promenade Gateway Companion Loan will not be transferred to the issuing entity and will not be part of the Mortgage Pool.

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

Servicing. The Promenade Gateway Whole Loan is currently being serviced by Wells Fargo Bank, National Association, as master servicer (the “COMM 2016-CCRE28 Master Servicer”) and specially serviced by Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “COMM 2016-CCRE28 Special Servicer”), pursuant to the pooling and servicing agreement entered into between Depositor, the COMM 2016-CCRE28 Master Servicer, the COMM 2016-CCRE28 Special Servicer, Wilmington Trust, National Association, as trustee (the “COMM 2016-CCRE28 Trustee”), Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian (the “COMM 2016-CCRE28 Certificate Administrator”), and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, in connection with the COMM 2016-CCRE28 Mortgage Trust (into which the Promenade Gateway Companion Loan has been deposited)(the “COMM 2016-CCRE28 Pooling and Servicing Agreement”), and, subject to the terms of the Promenade Gateway Intercreditor Agreement, all decisions, consents, waivers, approvals and other actions on the part of any Promenade Gateway Noteholder will be effected in accordance with the COMM 2016-CCRE28 Pooling and Servicing Agreement and the Promenade Gateway Intercreditor Agreement.

Advancing. The master servicer or the trustee, as applicable, will be responsible for making P&I Advances on the Promenade Gateway Mortgage Loan (but not on the Promenade Gateway Companion Loan) pursuant to the PSA, 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.

The COMM 2016-CCRE28 Master Servicer or the COMM 2016-CCRE28 Trustee, as applicable, will be obligated to make servicing advances with respect to the Promenade Gateway Whole Loan, in each case unless a similar determination of nonrecoverability is made under the COMM 2016-CCRE28 Pooling and Servicing Agreement.

Distributions. The Promenade Gateway Intercreditor Agreement sets forth the respective rights of each of the Promenade Gateway Noteholders and provides, in general, that all payments, proceeds and other recoveries on or in respect of the Promenade Gateway Whole Loan will be applied to the Promenade Gateway Mortgage Loan and the Promenade Gateway 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, special servicer, certificate administrator, trustee and operating advisor in accordance with the terms of the applicable pooling and servicing agreement).

Consultation and Control. The directing certificateholder under the Promenade Gateway Intercreditor Agreement with respect to the Promenade Gateway Whole Loan will be the controlling class representative or such other party specified in the COMM 2016-CCRE28 Pooling and Servicing Agreement (such party, the “COMM 2016-CCRE28 Directing Certificateholder”). Certain decisions to be made with respect to the Promenade Gateway Whole Loan, including certain major decisions and the implementation of any recommended actions outlined in an asset status report pursuant to the COMM 2016-CCRE28 Pooling and Servicing Agreement, will require the approval of the COMM 2016-CCRE28 Directing Certificateholder.

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Pursuant to the terms of the Promenade Gateway Intercreditor Agreement, the Directing Certificateholder (the “Promenade Gateway Non-Controlling Note Holder”) will have the right to (i) receive copies of all notices, information and reports that the COMM 2016-CCRE28 Special Servicer is required to provide to the COMM 2016-CCRE28 Directing Certificateholder within the same time frame it is required to provide such notices, information and reports to the COMM 2016-CCRE28 Directing Certificateholder and (ii) consult on a strictly non-binding basis with respect to certain major decisions as set forth in the Promenade Gateway Intercreditor Agreement and the implementation of any recommended actions outlined in an asset status report. The consultation right of the Promenade Gateway Non-Controlling Note Holder will expire 10 business days after the delivery by the COMM 2016-CCRE28 Special Servicer of notice and information relating to the matter subject to consultation, whether or not the Promenade Gateway Non-Controlling Note Holder has responded within such period; provided that if a new course of action is proposed that is materially different from the actions previously proposed, the 10 business-day consultation period will begin anew. Notwithstanding the Promenade Gateway Non-Controlling Note Holder’s consultation rights described above, the COMM 2016-CCRE28 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 Promenade Gateway Mortgage Loan and the Promenade Gateway Companion Loan.

In addition to the consultation rights of the Promenade Gateway Non-Controlling Note Holder described above, the Promenade Gateway Non-Controlling Note Holder will have the right to annual conference calls with the COMM 2016-CCRE28 Master Servicer or COMM 2016-CCRE28 Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the COMM 2016-CCRE28 Master Servicer or COMM 2016-CCRE28 Special Servicer, as applicable, in which servicing issues related to the Promenade Gateway Whole Loan are discussed.

Sale of Defaulted Mortgage Loan. Pursuant to the terms of the Promenade Gateway Intercreditor Agreement, if the Promenade Gateway Whole Loan becomes a defaulted mortgage loan pursuant to the terms of the COMM 2016-CCRE28 Pooling and Servicing Agreement, the COMM 2016-CCRE28 Special Servicer will be required to sell the Promenade Gateway Mortgage Loan together with the Promenade Gateway Companion Loan as a single whole loan.

Appointment of Special Servicer. The COMM 2016-CCRE28 Directing Certificateholder (prior to a control termination event) or certificateholders with the requisite percentage of voting rights, pursuant to the COMM 2016-CCRE28 Pooling and Servicing Agreement, will have the right, with or without cause, to replace the COMM 2016-CCRE28 Special Servicer for the Promenade Gateway Whole Loan and appoint a replacement special servicer in lieu thereof without the consent of the Promenade Gateway Non-Controlling Note Holder as long as such replacement special servicer is a “qualified servicer” (as described in the Promenade Gateway Intercreditor Agreement) and satisfies the other conditions set forth in the COMM 2016-CCRE28 Pooling and Servicing Agreement.

Birch Run Premium Outlets Whole Loan

General. The Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 as Birch Run Premium Outlets, representing approximately 2.5% of the Initial Pool Balance, with a Cut-off Date Balance of $20,000,000 (the “Birch Run Premium Outlets Mortgage Loan”), is part of a Whole Loan comprised of 5 promissory notes, each of which is secured by the same mortgage instrument on the same underlying Mortgaged Property (the “Birch Run Premium Outlets Mortgaged Property”). The Birch Run Premium Outlets Mortgage Loan is evidenced by promissory note A-1-A. The portions of the Birch Run Premium Outlets Whole Loan (as defined below) evidenced by (a) promissory note A-1-B (the “Birch Run Premium Outlets Note A-1-B Companion Loan”), with a Cut-off Date Balance of $20,000,000), (b) a promissory note A-2 (the “Birch Run Premium Outlets Note A-2 Companion Loan”), with a Cut-off Date Balance of $35,000,000), (c) a promissory note A-3 (the “Birch Run Premium Outlets Note A-3 Companion Loan”), with a Cut-off Date Balance of $30,000,000), and (d) a promissory note A-4, with a Cut-off Date Balance of $18,000,000) (the “Birch Run Premium Outlets Note A-4 Companion Loan”), are each currently being held by GACC, and are collectively referred to in this prospectus as the “Birch Run Premium Outlets Companion Loans”. The Birch Run Premium Outlets Mortgage Loan and the Birch Run

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Premium Outlets Companion Loans are pari passu with each other in terms of priority and are collectively referred to in this prospectus as the “Birch Run Premium Outlets Whole Loan”. It is anticipated that the Birch Run Premium Outlets Companion Loans will be included in one or more future securitizations. However, we cannot assure you that this will ultimately occur. The holders of the Birch Run Premium Outlets Whole Loan (the “Birch Run Premium Outlets Noteholders”) have entered into a co-lender agreement that sets forth the respective rights of each Birch Run Premium Outlets Noteholder (the “Birch Run Premium Outlets Intercreditor Agreement”). The following summaries describe certain provisions of the Birch Run Premium Outlets Intercreditor Agreement.

Servicing. Pursuant to the terms of the Birch Run Premium Outlets Intercreditor Agreement, the Birch Run Premium Outlets Whole Loan will be initially serviced and administered pursuant to the terms of the PSA by the master servicer and the special servicer, as the case may be, according to the Servicing Standard until the date on which the Birch Run Premium Outlets Note A-2 Companion Loan is securitized (the “Birch Run Premium Outlets Control Note Securitization Date”), after which the Birch Run Premium Outlets Whole Loan will be serviced and administered pursuant to the pooling and servicing agreement (the “Birch Run Premium Outlets Pooling and Servicing Agreement”) entered into in connection with such other securitization and the Birch Run Premium Outlets Intercreditor Agreement. The Birch Run Premium Outlets Intercreditor Agreement provides that expenses, losses and shortfalls relating to the Birch Run Premium Outlets Whole Loan will be allocated on a pro rata and pari passu basis to the holders thereof.

Advancing. Until the Birch Run Premium Outlets Control Note Securitization Date, the master servicer or the trustee, as applicable, under the PSA will be responsible for making any required P&I Advance on the Birch Run Premium Outlets Mortgage Loan (but not any advances of principal and/or interest on the Birch Run Premium Outlets Companion Loans) pursuant to the terms of the PSA and the master servicer or the trustee, as applicable, under the PSA will be responsible for making any required Servicing Advances with respect to the Birch Run Premium Outlets Whole Loan, in each case unless the master servicer or the trustee, as applicable, or the special servicer under the PSA determines that such an advance would not be recoverable from collections on the Birch Run Premium Outlets Mortgage Loan (in the case of a P&I Advance) or the Birch Run Premium Outlets Whole Loan (in the case of a Servicing Advance).

On and after the Birch Run Premium Outlets Control Note Securitization Date, (i) the master servicer or the trustee, as applicable, under the PSA will be responsible for making any required P&I Advance on the Birch Run Premium Outlets Mortgage Loan (but not any advances of principal and/or interest on the Birch Run Premium Outlets Companion Loans) pursuant to the terms of the PSA, unless the master servicer or the trustee, as applicable, or the special servicer under the PSA determines that such an advance would not be recoverable from collections on the Birch Run Premium Outlets Mortgage Loan and (ii) the related Non-Serviced Master Servicer or Non-Serviced Trustee, as applicable, will be responsible for making (A) any required principal and interest advances on the Birch Run Premium Outlets Note A-2 Companion Loan as required under the terms of the Birch Run Premium Outlets Pooling and Servicing Agreement (but not on the Birch Run Premium Outlets Mortgage Loan, the Birch Run Premium Outlets Note A-1-B Companion Loan, the Birch Run Premium Outlets Note A-3 Companion Loan or the Birch Run Premium Outlets Note A-4 Companion Loan) and (B) any required property protection advances with respect to the Birch Run Premium Outlets Whole Loan, unless in the case of clause (A) or (B) above, a similar determination of nonrecoverability is made under the Birch Run Premium Outlets Pooling and Servicing Agreement.

Distributions. The Birch Run Premium Outlets Intercreditor Agreement sets forth the respective rights of each of the Birch Run Premium Outlets Noteholders and provides, in general, that all payments, proceeds and other recoveries on or in respect of the Birch Run Premium Outlets Whole Loan will be applied to the Birch Run Premium Outlets Mortgage Loan and the Birch Run Premium Outlets 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, special servicer, certificate administrator, trustee and operating advisor in accordance with the terms of the applicable pooling and servicing agreement).

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Consultation and Control. The directing holder under the Birch Run Premium Outlets Intercreditor Agreement with respect to the Birch Run Premium Outlets Whole Loan (such party, the “Birch Run Premium Outlets Directing Certificateholder”) will initially be the holder of the Birch Run Premium Outlets Note A-2 Companion Loan, and from and after the Birch Run Premium Outlets Control Note Securitization Date, will be the controlling class representative or such other party specified in the Birch Run Premium Outlets Pooling and Servicing Agreement. Certain decisions to be made with respect to the Birch Run Premium Outlets Whole Loan, including certain major servicing decisions, and the implementation of any recommended actions outlined in an asset status report with respect to the Birch Run Premium Outlets Whole Loan or any related REO Property pursuant to the PSA or the Birch Run Premium Outlets Pooling and Servicing Agreement, as applicable, will require the approval of the Birch Run Premium Outlets Directing Certificateholder.

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

Notwithstanding the foregoing consultation rights, no direction or objection by a Birch Run Premium Outlets Non-Controlling Note Holder may require or cause the master servicer or the special servicer, as applicable, or, from and after the Birch Run Premium Outlets Control Note Securitization Date, the Birch Run Premium Outlets Master Servicer or the Birch Run Premium Outlets Special Servicer, as applicable, to violate any provision of any related mortgage loan documents, applicable law, the PSA or the Birch Run Premium Outlets Pooling and Servicing Agreement, as applicable, the Birch Run Premium Outlets Intercreditor Agreement or the REMIC provisions, including without limitation the applicable master servicer’s or special servicer’s obligation to act in accordance with the applicable servicing standard, or expose the applicable master servicer or special servicer to liability, or materially expand the scope of such master servicer’s or special servicer’s responsibilities under the PSA or the Birch Run Premium Outlets Pooling and Servicing Agreement, as applicable.

In addition to the consultation rights of each Birch Run Premium Outlets Non-Controlling Note Holder described above, each Birch Run Premium Outlets Non-Controlling Note Holder will have the right to annual conference calls with the master servicer or special servicer or, from and after the Birch Run Premium Outlets Control Note Securitization Date, the Birch Run Premium Outlets Master Servicer or the Birch Run Premium Outlets Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the master servicer or special servicer or, from and after the Birch Run Premium Outlets Control Note Securitization Date, the Birch Run Premium Outlets Master Servicer or the Birch Run Premium Outlets Special Servicer, as applicable, in which servicing issues related to the Birch Run Premium Outlets Whole Loan are discussed.

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The “Birch Run Premium Outlets Non-Controlling Note Holder” means, with respect to the Birch Run Premium Outlets Whole Loan, the Directing Certificateholder (for so long as it is permitted under the PSA), and with respect to the Birch Run Premium Outlets Companion Loans designated as Note A-1-B, Note A-3 and Note A-4, the holder of such Notes or the party entitled under a future pooling and servicing agreement to exercise the rights granted to the holders of such Notes under the Birch Run Premium Outlets Intercreditor Agreement.

Sale of Defaulted Birch Run Premium Outlets Whole Loan. Pursuant to the terms of the Birch Run Premium Outlets Intercreditor Agreement, if the Birch Run Premium Outlets Mortgage Loan becomes a Defaulted Loan, and if the special servicer (or, after the Birch Run Premium Outlets Control Note Securitization Date, the related Non-Serviced Special Servicer) determines pursuant to the PSA or the Birch Run Premium Outlets Pooling and Servicing Agreement, as the case may be, and the Birch Run Premium Outlets Intercreditor Agreement to pursue a sale of the Birch Run Premium Outlets Mortgage Loan (or the Birch Run Premium Outlets Companion Loans, as the case may be), the special servicer or related Non-Serviced Special Servicer, as applicable, will be required to sell the Birch Run Premium Outlets Mortgage Loan together with the Birch Run Premium Outlets Companion Loans as a single whole loan, subject to the satisfaction of certain notice and information delivery requirements and the trustee’s (or any third party hired by the trustee in accordance with the PSA) or the related Non-Serviced Trustee’s (or any third party hired by such Non-Serviced Trustee in accordance with the Birch Run Premium Outlets Pooling and Servicing Agreement), as applicable, obligation to review whether any offer from an Interested Person received for the Birch Run Premium Outlets Mortgage Loan and the Birch Run Premium Outlets Companion Loans constitutes a fair price. In connection with any such sale, the applicable special servicer will be required to follow the procedures set forth in “Pooling and Servicing Agreement—Realization Upon Mortgage Loans” or similar procedures.

Notwithstanding the foregoing, on and after the Birch Run Premium Outlets Control Note Securitization Date, the related Non-Serviced Special Servicer will not be permitted to sell the Birch Run Premium Outlets Mortgage Loan together with the Birch Run Premium Outlets Companion Loans if the loan becomes a defaulted whole loan without the written consent of the holder of the Birch Run Premium Outlets Mortgage Loan (provided that such consent is not required if the holder of the Birch Run Premium Outlets Mortgage Loan is the borrower or an affiliate of the borrower) unless the related Non-Serviced Special Servicer has delivered to the holder of the Birch Run Premium Outlets Mortgage Loan: (a) at least 15 business days prior written notice of any decision to attempt to sell the related Whole Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the related Non-Serviced Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the Birch Run Premium Outlets Whole Loan, and any documents in the servicing file reasonably requested by the holder of the Birch Run Premium Outlets Mortgage Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Birch Run Premium Outlets Directing Certificateholder) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the related Non-Serviced Master Servicer or Non-Serviced Special Servicer in connection with the proposed sale. Subject to the terms of the PSA, the holder of the Birch Run Premium Outlets Mortgage Loan (or its representative) will be permitted to submit an offer at any sale of the related Whole Loan.

Prior to the Birch Run Premium Outlets Control Note Securitization Date, in the event of the sale by the special servicer of the Birch Run Premium Outlets Whole Loan, the special servicer will be required to provide the same information to, and consult with, the holders of the Birch Run Premium Outlets Companion Loans as described above.

See “Pooling and Servicing Agreement—Realization Upon Mortgage Loans”.

Special Servicer Appointment Rights. On and after the Birch Run Premium Outlets Control Note Securitization Date, pursuant to the terms of the Birch Run Premium Outlets Intercreditor Agreement, the Birch Run Premium Outlets Directing Certificateholder (which, unless a control termination event or consultation termination event exists under the Birch Run Premium Outlets Pooling and Servicing

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Agreement, will be the directing certificateholder under the Birch Run Premium Outlets Pooling and Servicing Agreement) will have the right, with or without cause, to replace the related Non-Serviced Special Servicer then acting with respect to the Birch Run Premium Outlets Whole Loan and appoint a replacement special servicer without the consent of the holder of the Birch Run Premium Outlets Mortgage Loan as long as such replacement special servicer is a “qualified servicer” (as described in the Birch Run Premium Outlets Intercreditor Agreement) and satisfies other conditions set forth in the Birch Run Premium Outlets Pooling and Servicing Agreement.

Santa Monica Multifamily Portfolio Whole Loan

General. The Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A-1 as Santa Monica Multifamily Portfolio, representing approximately 2.5% of the Initial Pool Balance, with a Cut-off Date Balance of $20,000,000 (the “Santa Monica Multifamily Portfolio Mortgage Loan”), is part of a Whole Loan comprised of two promissory notes, each of which is secured by the same mortgage instrument on the same underlying Mortgaged Properties (the “Santa Monica Multifamily Portfolio Mortgaged Properties”). The Santa Monica Multifamily Portfolio Mortgage Loan is evidenced by promissory note A-2. The portion of the Santa Monica Multifamily Portfolio Whole Loan (as defined below) evidenced by promissory note A-1, with a Cut-off Date Balance of $62,450,000, which is included in the COMM 2016-CCRE28 Mortgage Trust, is referred to in this prospectus as the “Santa Monica Multifamily Portfolio Companion Loan” and is pari passu in right of payment with the Santa Monica Multifamily Portfolio Mortgage Loan. The Santa Monica Multifamily Portfolio Mortgage Loan and the Santa Monica Multifamily Portfolio Companion Loan are collectively referred to in this prospectus as the “Santa Monica Multifamily Portfolio Whole Loan.” The Santa Monica Multifamily Portfolio Companion Loan will not be transferred to the issuing entity and will not be part of the Mortgage Pool.

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

Servicing. The Santa Monica Multifamily Portfolio Whole Loan is currently being serviced by Wells Fargo Bank, National Association, as master servicer (the “COMM 2016-CCRE28 Master Servicer”) and specially serviced by Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “COMM 2016-CCRE28 Special Servicer”), pursuant to the pooling and servicing agreement entered into between Depositor, the COMM 2016-CCRE28 Master Servicer, the COMM 2016-CCRE28 Special Servicer, Wilmington Trust, National Association, as trustee (the “COMM 2016-CCRE28 Trustee”), Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian (the “COMM 2016-CCRE28 Certificate Administrator”), and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, in connection with the COMM 2016-CCRE28 Mortgage Trust (into which the Santa Monica Multifamily Portfolio Companion Loan has been deposited)(the “COMM 2016-CCRE28 Pooling and Servicing Agreement”), and, subject to the terms of the Santa Monica Multifamily Portfolio Intercreditor Agreement, all decisions, consents, waivers, approvals and other actions on the part of any Santa Monica Multifamily Portfolio Noteholder will be effected in accordance with the COMM 2016-CCRE28 Pooling and Servicing Agreement and the Santa Monica Multifamily Portfolio Intercreditor Agreement.

Advancing. The master servicer or the trustee, as applicable, will be responsible for making P&I Advances on the Santa Monica Multifamily Portfolio Mortgage Loan (but not on the Santa Monica Multifamily Portfolio Companion Loan) pursuant to the PSA, 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.

The COMM 2016-CCRE28 Master Servicer or the COMM 2016-CCRE28 Trustee, as applicable, will be obligated to make servicing advances with respect to the Santa Monica Multifamily Portfolio Whole Loan, in each case unless a similar determination of nonrecoverability is made under the COMM 2016-CCRE28 Pooling and Servicing Agreement.

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Distributions. The Santa Monica Multifamily Portfolio Intercreditor Agreement sets forth the respective rights of each of the Santa Monica Multifamily Portfolio Noteholders and provides, in general, that all payments, proceeds and other recoveries on or in respect of the Santa Monica Multifamily Portfolio Whole Loan will be applied to the Santa Monica Multifamily Portfolio Mortgage Loan and the Santa Monica Multifamily 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, special servicer, certificate administrator, trustee and operating advisor in accordance with the terms of the applicable pooling and servicing agreement).

Consultation and Control. The directing certificateholder under the Santa Monica Multifamily Portfolio Intercreditor Agreement with respect to the Santa Monica Multifamily Portfolio Whole Loan will be the controlling class representative or such other party specified in the COMM 2016-CCRE28 Pooling and Servicing Agreement (such party, the “COMM 2016-CCRE28 Directing Certificateholder”). Certain decisions to be made with respect to the Santa Monica Multifamily Portfolio Whole Loan, including certain major decisions and the implementation of any recommended actions outlined in an asset status report pursuant to the COMM 2016-CCRE28 Pooling and Servicing Agreement, will require the approval of the COMM 2016-CCRE28 Directing Certificateholder.

Pursuant to the terms of the Santa Monica Multifamily Portfolio Intercreditor Agreement, the Directing Certificateholder (the “Santa Monica Multifamily Portfolio Non-Controlling Note Holder”) will have the right to (i) receive copies of all notices, information and reports that the COMM 2016-CCRE28 Special Servicer is required to provide to the COMM 2016-CCRE28 Directing Certificateholder within the same time frame it is required to provide such notices, information and reports to the COMM 2016-CCRE28 Directing Certificateholder and (ii) consult on a strictly non-binding basis with respect to certain major decisions as set forth in the Santa Monica Multifamily Portfolio Intercreditor Agreement and the implementation of any recommended actions outlined in an asset status report. The consultation right of the Santa Monica Multifamily Portfolio Non-Controlling Note Holder will expire 10 business days after the delivery by the COMM 2016-CCRE28 Special Servicer of notice and information relating to the matter subject to consultation, whether or not the Santa Monica Multifamily Portfolio Non-Controlling Note Holder has responded within such period; provided that if a new course of action is proposed that is materially different from the actions previously proposed, the 10 business-day consultation period will begin anew. Notwithstanding the Santa Monica Multifamily Portfolio Non-Controlling Note Holder’s consultation rights described above, the COMM 2016-CCRE28 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 Santa Monica Multifamily Portfolio Mortgage Loan and the Santa Monica Multifamily Portfolio Companion Loan.

In addition to the consultation rights of the Santa Monica Multifamily Portfolio Non-Controlling Note Holder described above, the Santa Monica Multifamily Portfolio Non-Controlling Note Holder will have the right to annual conference calls with the COMM 2016-CCRE28 Master Servicer or COMM 2016-CCRE28 Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the COMM 2016-CCRE28 Master Servicer or COMM 2016-CCRE28 Special Servicer, as applicable, in which servicing issues related to the Santa Monica Multifamily Portfolio Whole Loan are discussed.

Sale of Defaulted Mortgage Loan. Pursuant to the terms of the Santa Monica Multifamily Portfolio Intercreditor Agreement, if the Santa Monica Multifamily Portfolio Whole Loan becomes a defaulted mortgage loan pursuant to the terms of the COMM 2016-CCRE28 Pooling and Servicing Agreement, the COMM 2016-CCRE28 Special Servicer will be required to sell the Santa Monica Multifamily Portfolio Mortgage Loan together with the Santa Monica Multifamily Portfolio Companion Loan as a single whole loan.

Appointment of Special Servicer. The COMM 2016-CCRE28 Directing Certificateholder (prior to a control termination event) or certificateholders with the requisite percentage of voting rights, pursuant to the COMM 2016-CCRE28 Pooling and Servicing Agreement, will have the right, with or without cause, to replace the COMM 2016-CCRE28 Special Servicer for the Santa Monica Multifamily Portfolio Whole Loan and appoint a replacement special servicer in lieu thereof without the consent of the Santa Monica

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Multifamily Portfolio Non-Controlling Note Holder as long as such replacement special servicer is a “qualified servicer” (as described in the Santa Monica Multifamily Portfolio Intercreditor Agreement) and satisfies the other conditions set forth in the COMM 2016-CCRE28 Pooling and Servicing Agreement.

Additional Information

Each of the tables presented in Annex A-2 sets forth selected characteristics of the Mortgage Pool as of the Cut-off Date, if applicable. For a detailed presentation of certain additional characteristics of the Mortgage Loans and the Mortgaged Properties on an individual basis, see Annex A-1. For a brief summary of the 20 largest Mortgage Loans in the Mortgage Pool, see Annex A-3.

The description in this prospectus, including Annex A-1, Annex A-2 and Annex A-3, 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 Offered Certificates, a Mortgage Loan may be removed from the Mortgage Pool 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 prospectus.

A Current Report on Form 8-K containing detailed information regarding the Mortgage Loans will be available to persons (including beneficial owners of the Offered Certificates) who receive this prospectus and will be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), together with the PSA, with the United States Securities and Exchange Commission (the “SEC”) on or prior to the date of the filing of this prospectus.

Transaction Parties

The Sponsors and Mortgage Loan Sellers

German American Capital Corporation

General. German American Capital Corporation, a Maryland corporation (“GACC”), is a sponsor and a mortgage loan seller in this securitization transaction (in such capacity, “Sponsor” or “Mortgage Loan Seller”). GACC or an affiliate of GACC originated (either directly or, in some cases, through table funding arrangements) all of the GACC Mortgage Loans in this transaction. GACC is a wholly-owned subsidiary of Deutsche Bank Americas Holding Corp., which in turn is a wholly-owned subsidiary of Deutsche Bank AG, a German corporation and GACC is an affiliate of the Depositor, Deutsche Bank Securities Inc., an Underwriter, and Deutsche Bank Trust Company Americas, the certificate administrator, custodian, 17g-5 Information Provider, certificate registrar and authenticating agent. The principal offices of GACC are located at 60 Wall Street, New York, New York 10005. It is expected that GACC will, as of the date of the initial issuance of the certificates, hold the Sun MHC Portfolio Companion Loan designated as note A-2, the Williamsburg Premium Outlets Companion Loans designated as note A-1, note A-2, note A-5 and note A-6, the Intercontinental Kansas City Hotel Companion Loan designated as note A-2, the Columbus Park Crossing Companion Loan designated as note A-2, and the Birch Run Premium Outlets Companion Loans designated as note A-1-B, note A-2, note A-3 and note A-4. In addition, with respect to the Mortgage Loan identified as Santa Monica Multifamily Portfolio on Annex A-1, representing approximately 2.5% of the Initial Pool Balance, GACC is the holder of a related mezzanine loan secured by direct or indirect equity interests in the borrower under such mortgage loan. For more information regarding GACC, see “The Sponsor”.

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.

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

Pursuant to certain interim servicing agreements between GACC and certain of its affiliates, on the one hand, and Wells Fargo, on the other hand, Wells Fargo acts as interim servicer with respect to certain mortgage loans, including, prior to their inclusion in the issuing entity, 11 of the Mortgage Loans to be contributed to this securitization by GACC, representing approximately 25.6% of the Initial Pool Balance.

Pursuant to certain interim servicing agreements between GACC and certain of its affiliates, on the one hand, and KeyBank, on the other hand, KeyBank acts as interim servicer with respect to certain mortgage loans, including, prior to their inclusion in the issuing entity, 4 of the Mortgage Loans to be contributed to this securitization by GACC, representing approximately 11.5% of the Initial Pool Balance.

GACC’s Securitization Program. GACC has been engaged as an originator and seller/contributor of loans into CMBS securitizations for more than ten years.

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

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

GACC originates both fixed rate and floating rate commercial mortgage loans backed by a range of commercial real estate properties including office buildings, apartments, shopping malls, hotels, and industrial/warehouse properties. The total amount of loans securitized by GACC from October 1, 2010 through December 31, 2015 is approximately $44.632 billion.

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

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

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

Pursuant to a Mortgage Loan Purchase Agreement, GACC will make certain representations and warranties, subject to certain exceptions set forth therein (and in Annex D-2 to this prospectus), to the Depositor and will covenant to provide certain documents regarding the Mortgage Loans it is selling to the Depositor (the “GACC Mortgage Loans”) and, in connection with certain breaches of such representations and warranties or certain defects with respect to such documents, which breaches or defects are determined to have a material adverse effect on the value of the subject GACC Mortgage Loans or such other standard as is described in the related Mortgage Loan Purchase Agreement, may have an obligation to repurchase such Mortgage Loan, cure the subject defect or breach, replace the subject

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Mortgage Loan with a Qualified Substitute Mortgage Loan or make a Loss of Value Payment, as the case may be. The Depositor will assign its rights under each Mortgage Loan Purchase Agreement to the issuing entity. In addition, GACC has agreed to indemnify the Depositor, the Underwriters and certain of their respective affiliates with respect to certain liabilities arising in connection with the issuance and sale of the certificates. See “The Pooling and Servicing Agreement—Assignment of the Mortgage Loans”.

Review of GACC Mortgage Loans.

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

Data Tape. To prepare for securitization, members of the GACC Deal Team created a data tape (the “GACC Data Tape”) containing detailed loan-level and property-level information regarding each GACC Mortgage Loan. The GACC Data Tape was compiled from, among other sources, the related Mortgage Loan documents, appraisals, environmental reports, seismic reports, property condition reports, zoning reports, insurance policies, borrower supplied information (including, but not limited to, rent rolls, leases, operating statements and budgets) and information collected by the GACC during the underwriting process. After origination of each GACC Mortgage Loan, the GACC Deal Team updated the information in the GACC Data Tape with respect to the GACC Mortgage Loan based on updates provided by the related loan servicer relating to loan payment status and escrows, updated operating statements, rent rolls and leasing activity, and information otherwise brought to the attention of the GACC Deal Team. The GACC Data Tape was used by the GACC Deal Team to provide the numerical information regarding the GACC Mortgage Loans in this prospectus.

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

· comparing the information in the GACC Data Tape against various source documents provided by GACC that are described in “—Review of GACC Mortgage Loans—Data Tape” above;

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

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

Legal Review. GACC engaged various law firms to conduct certain legal reviews of the GACC Mortgage Loans for disclosure in this prospectus. In anticipation of securitization of each GACC Mortgage Loan originated by GACC, origination counsel prepared a loan summary that sets forth salient loan terms and summarizes material deviations from GACC’s standard form loan documents. In addition, origination counsel for each GACC Mortgage Loan reviewed GACC’s representations and warranties set forth on Annex D and, if applicable, identified exceptions to those representations and warranties set forth on Annex D-2.

Securitization counsel was also engaged to assist in the review of the GACC Mortgage Loans. Such assistance included, among other things, (i) a review of sections of the loan documents with respect to certain of the GACC Mortgage Loans that deviate materially from GACC’s standard form document, (ii) a review of the loan summaries referred to above relating to the GACC Mortgage Loans prepared by

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origination counsel, and (iii) a review of a due diligence questionnaire completed by the origination counsel. Securitization counsel also reviewed the property release provisions (other than the partial defeasance provisions), if any, for each GACC Mortgage Loan with multiple Mortgaged Properties or, to the extent identified by origination counsel, for each GACC Mortgage Loan with permitted outparcel releases or similar releases for compliance with the REMIC provisions of the Code.

GACC prepared, and reviewed with originating counsel and/or securitization counsel, the loan summaries for those of the GACC Mortgage Loans included in the 10 largest Mortgage Loans in the mortgage pool, and the abbreviated loan summaries for those of the GACC Mortgage Loans included in the next 10 largest Mortgage Loans in the mortgage pool, which loan summaries and abbreviated loan summaries are incorporated in Annex C.

Other Review Procedures. With respect to any pending litigation that existed at the origination of any GACC Mortgage Loan, GACC requested updates from the related borrower, origination counsel and/or borrower’s litigation counsel. In connection with the origination of each GACC Mortgage Loan, GACC, together with origination counsel, conducted a search with respect to each borrower under the related GACC Mortgage Loan to determine whether it filed for bankruptcy. If GACC became aware of a significant natural disaster in the vicinity of any Mortgaged Property securing a GACC Mortgage Loan, GACC obtained information on the status of the Mortgaged Property from the related borrower to confirm no material damage to the Mortgaged Property.

With respect to the GACC Mortgage Loans originated by GACC, the GACC Deal Team also consulted with the applicable GACC Mortgage Loan origination team to confirm that the GACC Mortgage Loans were originated in compliance with the origination and underwriting criteria described in “—GACC’s Underwriting Guidelines and Processes” below, as well as to identify any material deviations from those origination and underwriting criteria. See “—GACC’s Underwriting Guidelines and Processes—Exceptions” below.

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

GACC’s Underwriting Guidelines and Processes.

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

Loan Analysis. In connection with the origination of mortgage loans, GACC conducts an extensive review of the related mortgaged property, including an analysis of the appraisal, environmental report, property operating statements, financial data, rent rolls, sales where applicable and related information or statements of occupancy rates provided by the borrower and, with respect to the mortgage loans secured by retail and office properties, certain major tenant leases and the tenant’s credit. Generally, borrowers are required to be single purpose entities which do not have a credit history; therefore, the financial strength and character of certain of the borrower’s key principals are examined prior to approval of the mortgage loan through a review of available financial statements and public records searches. A member of the GACC underwriting or due diligence team, or a consultant or other designee, visits the mortgaged property for a site inspection to confirm the occupancy rates of the mortgaged property, and analyzes the mortgaged property’s sub-market and the utility of the mortgaged property within the sub-market. Unless

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otherwise specified in this prospectus, all financial, occupancy and other information contained in this prospectus is based on such information and there can be no assurance that such financial, occupancy and other information remains accurate.

Cash Flow Analysis. GACC reviews, among other things, historical operating statements, rent rolls, tenant leases and/or budgeted income and expense statements provided by the borrower and makes adjustments in order to determine a debt service coverage ratio, including taking into account the benefits of any governmental assistance programs. See “Description of the Mortgage Pool—Additional Information”.

Debt Service Coverage Ratio and Loan-to-Value Ratio. The underwriting includes a calculation of the debt service coverage ratio and the loan-to-value ratio in connection with the origination of each loan.

The debt service coverage ratio will generally be calculated based on the ratio of the underwritten net cash flow from the property in question as determined by GACC and payments on the loan based on actual principal and/or interest due on the loan. However, underwritten net cash flow is often a highly subjective number based on a variety of assumptions regarding, and adjustments to, revenues and expenses with respect to the related real property collateral. For example, when calculating the debt service coverage ratio for a multifamily or commercial mortgage loan, annual net cash flow that was calculated based on assumptions regarding projected future rental income, expenses and/or occupancy may be utilized. We cannot assure you that the foregoing assumptions made with respect to any prospective multifamily or commercial mortgage loan will, in fact, be consistent with actual property performance. For specific discussions on the particular assumptions and adjustments, see “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines” and Annex A-1 and Annex A-3 to this prospectus. The loan-to-value ratio, in general, is the ratio, expressed as a percentage, of the then-outstanding principal balance of the mortgage loan divided by the estimated value of the related property based on an appraisal. In addition, with respect to certain mortgage loans, there may exist subordinate mortgage debt or mezzanine debt. Such mortgage loans will have a lower combined debt service coverage ratio and/or a higher combined loan-to-value ratio when such subordinate or mezzanine debt is taken into account. Additionally, certain mortgage loans may provide for interest only payments prior to maturity, or for an interest-only period during a portion of the term of the mortgage loan.

Appraisal and Loan-to-Value Ratio. For each Mortgaged Property, GACC obtains a current (within 6 months of the origination date of the mortgage loan) full narrative appraisal conforming at least to the requirements of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (“FIRREA”). The appraisal is based on the current use of the Mortgaged Property and must include an estimate of the then-current market value of the property “as-is” in its then-current condition although in certain cases, GACC may also obtain a value on an “as-stabilized” basis reflecting leases that have been executed but tenants have not commenced paying rent. GACC then determines the loan-to-value ratio of the mortgage loan at the date of origination or, if applicable, in connection with its acquisition, in each case based on the value set forth in the appraisal.

Evaluation of Borrower. GACC evaluates the borrower and its principals with respect to credit history and prior experience as an owner and operator of commercial real estate properties. The evaluation will generally include obtaining and reviewing a credit report or other reliable indication of the borrower’s financial capacity; obtaining and verifying credit references and/or business and trade references; and obtaining and reviewing certifications provided by the borrower as to prior real estate experience and current contingent liabilities. Finally, although the mortgage loans generally are non-recourse in nature, in the case of certain mortgage loans, the borrower and certain principals of the borrower may be required to assume legal responsibility for liabilities as a result of, among other things, fraud, misrepresentation, misappropriation or conversion of funds and breach of environmental or hazardous materials requirements. GACC evaluates the financial capacity of the borrower and such principals to meet any obligations that may arise with respect to such liabilities.

Environmental Site Assessment. Prior to origination, GACC either (i) obtains or updates an environmental site assessment (“ESA”) for a Mortgaged Property prepared by a qualified environmental firm or (ii) obtains an environmental insurance policy for a Mortgaged Property. If an ESA is obtained or

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updated, GACC reviews the ESA to verify the absence of reported violations of applicable laws and regulations relating to environmental protection and hazardous materials or other material adverse environmental condition or circumstance. In cases in which the ESA identifies conditions that would require cleanup, remedial action or any other response estimated to cost in excess of 5% of the outstanding principal balance of the mortgage loan, GACC either (i) determines that another party with sufficient assets is responsible for taking remedial actions directed by an applicable regulatory authority or (ii) requires the borrower to do one of the following: (A) carry out satisfactory remediation activities or other responses prior to the origination of the mortgage loan, (B) establish an operations and maintenance plan, (C) place sufficient funds in escrow or establish a letter of credit at the time of origination of the mortgage loan to complete such remediation within a specified period of time, (D) obtain an environmental insurance policy for the Mortgaged Property, (E) provide or obtain an indemnity agreement or a guaranty with respect to such condition or circumstance, or (F) receive appropriate assurances that significant remediation activities or other significant responses are not necessary or required.

Certain of the mortgage loans may also have environmental insurance policies. See “Description of the Mortgage Pool—Insurance Considerations”.

Physical Assessment Report. Prior to origination, GACC obtains a physical assessment report (“PAR”) for each Mortgaged Property prepared by a qualified structural engineering firm. GACC reviews the PAR to verify that the property is reported to be in satisfactory physical condition, and to determine the anticipated costs of necessary repair, replacement and major maintenance or capital expenditure needs over the term of the mortgage loan. In cases in which the PAR identifies material repairs or replacements needed immediately, GACC generally requires the borrower to carry out such repairs or replacements prior to the origination of the mortgage loan, or, in many cases, requires the borrower to place sufficient funds in escrow at the time of origination of the mortgage loan to complete such repairs or replacements within not more than 12 months. In certain instances, GACC may waive such escrows but require the related borrower to complete such repairs within a stated period of time in the related mortgage loan documents.

Title Insurance Policy. The borrower is required to provide, and GACC reviews, a title insurance policy for each Mortgaged Property. The title insurance policy must meet the following requirements: (a) the policy must be written by a title insurer licensed to do business in the jurisdiction where the Mortgaged Property is located; (b) the policy must be in an amount equal to the original principal balance of the mortgage loan; (c) the protection and benefits must run to the mortgagee and its successors and assigns; (d) the policy should be written on a standard policy form of the American Land Title Association or equivalent policy promulgated in the jurisdiction where the Mortgaged Property is located; and (e) the legal description of the Mortgaged Property in the title policy must conform to that shown on the survey of the Mortgaged Property, where a survey has been required.

Property Insurance. The borrower is required to provide, and GACC reviews, certificates of required insurance with respect to the Mortgaged Property. Such insurance may include: (1) commercial general liability insurance for bodily injury or death and property damage; (2) a fire and extended perils insurance policy providing “special” form coverage including coverage against loss or damage by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion; (3) if applicable, boiler and machinery coverage; (4) if the Mortgaged Property is located in a flood hazard area, flood insurance; and (5) such other coverage as GACC may require based on the specific characteristics of the Mortgaged Property.

Seismic Report. A seismic report is required for all properties located in seismic zones 3 or 4.

Zoning and Building Code Compliance. In connection with the origination of a multifamily or commercial mortgage loan, the originator will examine whether the use and occupancy of the related real property collateral is in material compliance with zoning, land-use, building rules, regulations and orders then applicable to that property. Evidence of this compliance may be in the form of one or more of the following: a zoning report, legal opinions, surveys, recorded documents, temporary or permanent

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certificates of occupancy, letters from government officials or agencies, title insurance endorsements, engineering or consulting reports and/or representations by the related borrower.

Escrow Requirements. GACC may require borrowers to fund various escrows for taxes, insurance, capital expenses and replacement reserves, which reserves in many instances will be limited to certain capped amounts. In addition, GACC may identify certain risks that warrant additional escrows or holdbacks for items such as leasing-related matters, deferred maintenance, environmental remediation or unfunded obligations, which escrows or holdbacks would be released upon satisfaction of the applicable conditions. Springing escrows may also be structured for identified risks such as specific rollover exposure, to be triggered upon the non-renewal of one or more key tenants. Escrows are evaluated on a case-by-case basis and are not required for all commercial mortgage loans originated by GACC. The typical required escrows for mortgage loans originated by GACC are as follows:

· Taxes – An initial deposit and monthly escrow deposits equal to approximately 1/12th of the estimated annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide GACC with sufficient funds to satisfy all taxes and assessments. GACC may waive this escrow requirement in certain circumstances, including, but not limited to: (i) the Mortgaged Property is a single tenant property (or substantially leased to single tenant) and the tenant pays taxes directly (or GACC may waive the escrow for a portion of the Mortgaged Property which is leased to a tenant that pays taxes for its portion of the Mortgaged Property directly); or (ii) any Escrow/Reserve Mitigating Circumstances.

· Insurance – An initial deposit and monthly escrow deposits equal to approximately 1/12th of the estimated annual property insurance premium are required to provide GACC with sufficient funds to pay all insurance premiums. GACC may waive this escrow requirement in certain circumstances, including, but not limited to: (i) the borrower maintains a blanket insurance policy; (ii) the Mortgaged Property is a single tenant property (or substantially leased to single tenant) and the tenant maintains the property insurance or self-insures (or may waive the escrow for a portion of the Mortgaged Property which is leased to a tenant that maintains property insurance for its portion of the Mortgaged Property or self-insures); or (iii) any Escrow/Reserve Mitigating Circumstances.

· Replacement Reserves – Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan. Annual replacement reserves are generally underwritten to the suggested replacement reserve amount from an independent, third-party property condition or engineering report, or to certain minimum requirements by property type. GACC may waive this escrow requirement in certain circumstances, including, but not limited to: (i) the Mortgaged Property is a single tenant property (or substantially leased to single tenant) and the tenant repairs and maintains the Mortgaged Property (or may waive the escrow for a portion of the Mortgaged Property which is leased to a tenant that repairs and maintains its portion of the Mortgaged Property); or (ii) any Escrow/Reserve Mitigating Circumstances.

· Tenant Improvement/Lease Commissions – A tenant improvement/leasing commission reserve may be required to be funded either at loan origination and/or during the related mortgage loan term and/or springing upon certain tenant events to cover certain anticipated leasing commissions, free rent periods or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants. GACC may waive this escrow requirement in certain circumstances, including, but not limited to: (i) the Mortgaged Property is a single tenant property (or substantially leased to single tenant), with a lease that extends beyond the loan term; or (ii) any Escrow/Reserve Mitigating Circumstances.

· Deferred Maintenance – A deferred maintenance reserve may be required to be funded at loan origination in an amount equal to 100% to 125% of the estimated cost of material immediate repairs or replacements identified in the property condition or engineering report. GACC may waive this escrow requirement in certain circumstances, including, but not limited to: (i) the

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sponsor of the borrower delivers a guarantee to complete the immediate repairs; (ii) the deferred maintenance items do not materially impact the function, performance or value of the property; (iii) the deferred maintenance cost does not exceed $50,000; (iv) the Mortgaged Property is a single tenant property (or substantially leased to single tenant), and the tenant is responsible for the repairs; or (v) any Escrow/Reserve Mitigating Circumstances.

· Environmental Remediation – An environmental remediation reserve may be required at loan origination in an amount equal to 100% to 125% of the estimated remediation cost identified in the environmental report. GACC may waive this escrow requirement in certain circumstances, including, but not limited to: (i) the sponsor of the borrower delivers a guarantee agreeing to complete the remediation; (ii) environmental insurance is in place or obtained; or (iii) any Escrow/Reserve Mitigating Circumstances.

GACC may determine that establishing any of the foregoing escrows or reserves is not warranted in one or more of the following instances (collectively, the “Escrow/Reserve Mitigating Circumstances”): (i) the amounts involved are de minimis, (ii) GACC’s evaluation of the ability of the Mortgaged Property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the subject expense or cost absent creation of an escrow or reserve, (iii) based on the Mortgaged Property maintaining a specified debt service coverage ratio, (iv) GACC has structured springing escrows that arise for identified risks, (v) GACC has an alternative to a cash escrow or reserve, such as a letter of credit or a guarantee from the borrower or an affiliate of the borrower; (vi) GACC believes there are credit positive characteristics of the borrower, the sponsor of the borrower and/or the Mortgaged Property that would offset the need for the escrow or reserve; or (vii) the reserves are being collected and held by a third party, such as a management company, a franchisor, or an association.

Notwithstanding the foregoing discussion under this caption “—GACC’s Underwriting Guidelines and Processes”, one or more of the mortgage loans contributed to this securitization by GACC may vary from, or may not comply with, GACC’s underwriting guidelines described above. In addition, in the case of one or more of the mortgage loans contributed to this securitization by GACC, GACC may not have strictly applied these underwriting guidelines as the result of a case-by-case permitted exception based upon other compensating or mitigating factors.

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

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 as Columbus Park Crossing, representing approximately 5.0% of the Initial Pool Balance, the U/W NCF DSCR (after IO period) is 1.22x in comparison to an U/W NCF DSCR of 1.30x provided for in GACC’s underwriting guidelines for retail properties. GACC’s decision to include the Mortgage Loan in the transaction was based on the U/W NCF DSCR (current) of 1.59x during the initial 24-month interest only period. Additionally, the Columbus Park Crossing Mortgaged Property is 100.0% leased to a broad mix of national and local tenants as of November 9, 2015, and, the occupancy at the property has ranged 91.6% to 100.0%, averaging 98.6% since 2007.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 as Santa Clarita Marketplace and Santa Clarita Crossroads, representing approximately 1.2% of the Initial Pool Balance, the borrower is not required to make monthly replacement reserve deposits unless the DSCR falls below 1.45x. GACC’s decision to include the Mortgage Loan in the transaction was based on the U/W NCF DSCR of 2.06x compared to a DSCR of 1.30x provided for in GACC’s underwriting guidelines for retail properties, and the Cut-off Date LTV of 49.9% compared to a Cut-off Date LTV of 75.0% provided for in GACC’s underwriting guidelines for retail properties.

With respect to the Mortgaged Property identified on Annex A-1 as Walgreens – Metairie, LA, which secures a Mortgage Loan representing approximately 0.7% of the Initial Pool Balance, the U/W NCF DSCR is 1.21x in comparison to an U/W NCF DSCR of 1.30x provided for in GACC’s underwriting guidelines for retail properties. GACC’s decision to include the Mortgage Loan in the transaction was based on the Cut-off Date LTV of 68.5% compared to a Cut-off Date LTV of 75.0% provided for in

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GACC’s underwriting guidelines for retail properties, and based on the 25-year amortization schedule, the LTV Ratio at the Maturity Date is expected to be 51.0%. Additionally, the property is 100% leased to Walgreens Co. for a 75-year term which expires in January 2080; although, the lease can be terminated at year 25 and every 5th year thereafter. The first term has over 13 years remaining and expires in January 2030, five years after loan maturity. Furthermore, the lease is guaranteed by Walgreen Co., a national and investment grade company rated Baa2/BBB by Moody’s/S&P.

With respect to the Mortgaged Property identified on Annex A-1 as Walgreens – Mauldin, SC, which secures a Mortgage Loan representing approximately 0.6% of the Initial Pool Balance, the U/W NCF DSCR is 1.22x in comparison to an U/W NCF DSCR of 1.30x provided for in GACC’s underwriting guidelines for retail properties. GACC’s decision to include the Mortgage Loan in the transaction was based on the Cut-off Date LTV of 71.2% compared to a Cut-off Date LTV of 75.0% provided for in GACC’s underwriting guidelines for retail properties, and based on the 25-year amortization schedule, the LTV Ratio at the Maturity Date is expected to be 53.1%. Additionally, the property is 100% leased to Walgreens Co. for a 75-year term which expires in August 2080; although, the lease can be terminated at year 25 and every 5th year thereafter. The first term has over 14 years remaining and expires in August 2030, five years after loan maturity. Furthermore, the lease is guaranteed by Walgreen Co., a national and investment grade company rated Baa2/BBB by Moody’s/S&P.

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Compliance with Rule 15Ga-1 under the Exchange Act.

GACC most recently filed a Form ABS-15G with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 15Ga-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on February 11, 2016. GACC’s “Central Index Key” number is 0001541294. The following table provides information regarding the demand, repurchase and replacement history with respect to the mortgage loans securitized by GACC during the period from and including January 1, 2013 to and including December 31, 2015:

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

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

⁽²⁾ The repurchase demand refers to the 1604 Broadway loan, which represented 0.68% of the outstanding principal balance of the asset pool as of the applicable securitization date. The repurchase demand was rejected. In the columns entitled “Assets That Were Subject of Demand” and “Demand Rejected,” the dollar amount and percentage presented are as of December 31, 2011.

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

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Retained Interests in This Securitization. Neither GACC nor any of its affiliates will retain on the Closing Date any certificates issued by the issuing entity or any other economic interest in this securitization, except that DBSI will retain $82,635,000 Notional Amount of the Class X-B certificates. DBSI will have the right to dispose of such certificates at any time.

KeyBank National Association

General

KeyBank National Association (“KeyBank”) is a national banking association and wholly-owned bank subsidiary of KeyCorp (NYSE: KEY), an Ohio corporation. The principal office of KeyBank is located at Key Tower, 127 Public Square, Cleveland, Ohio 44114, and its telephone number is (216) 689-6300. KeyBank offers a wide range of consumer and commercial banking services to its customers, including commercial real estate financing, throughout the United States. It is chartered and its business is subject to examination and regulation by the Office of the Comptroller of the Currency.

In 2015, KeyBank’s Real Estate Capital Group originated a total of $12.7 billion in permanent, bridge, development and construction commercial mortgage loans from 23 offices nationwide. Of this total, $5.9 billion commercial mortgage loans were originated for sale through CMBS transactions, acquisition by Fannie Mae or Freddie Mac, sale of Ginnie Mae certificates to third party investors, or sale to life insurance companies and pension funds.

KeyBank’s Securitization Program

KeyBank underwrites and originates mortgage loans secured by commercial or multifamily properties and, together with other sponsors and loan sellers, participates in securitization transactions by transferring the mortgage loans to an unaffiliated third party acting as depositor, which then transfers the mortgage loans to the issuing entity.

KeyBank has been engaged in originating commercial and multifamily mortgage loans for inclusion in CMBS transactions since 2000. As of December 31, 2015, KeyBank had originated approximately $14.781 billion of commercial mortgage loans that have been securitized in 68 securitized transactions. KeyBank’s commercial mortgage loans that are originated for sale into a CMBS transaction (or through a sale of whole loan interests to third party investors) are generally fixed-rate and secured by retail, office, multifamily, industrial, self-storage, manufactured housing, and hospitality properties. KeyBank also originates other commercial and multifamily mortgage loans that are not securitized, including subordinated and mezzanine loans.

In addition to the origination of commercial and multifamily mortgage loans, KeyBank acts as the primary servicer of many of KeyBank’s commercial and multifamily mortgage loans that are securitized. KeyBank provides interim, primary, master and special servicing for institutional clients and commercial and multifamily securitized products, including CMBS transactions in which KeyBank has sold commercial mortgage loans.

Review of KeyBank Mortgage Loans

Overview. KeyBank has conducted a review of the mortgage loans (the “KeyBank Mortgage Loans”) it is contributing in the securitization described in this prospectus. The review of the KeyBank Mortgage Loans was performed by a team comprised of real estate and securitization professionals who are employees of KeyBank or one or more of its affiliates (the “KeyBank Review Team”). The review procedures described below were employed with respect to all of the KeyBank Mortgage Loans. No sampling procedures were used in the review process.

Database. To prepare for securitization, members of the KeyBank Review Team created a database of loan-level and property-level information relating to each KeyBank Mortgage Loan. The database was compiled from, among other sources, the related mortgage loan documents, appraisals, environmental

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assessment reports, property condition reports, seismic studies, zoning reports, insurance review summaries, borrower-supplied information (including, but not limited to, rent rolls, leases, operating statements and budgets) and information collected by the KeyBank Review Team during the underwriting process. After origination of each KeyBank Mortgage Loan, the KeyBank Review Team updated the information in the database with respect to such KeyBank Mortgage Loan based on applicable information from KeyBank, as servicer of the KeyBank Mortgage Loans, relating to loan payment status and escrows, updated operating statements, rent rolls and leasing activity, and information otherwise brought to the attention of the KeyBank Review Team.

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

Data Comparison and Recalculation. KeyBank engaged a third party accounting firm to perform certain data comparison and recalculation procedures, the nature, extent and timing of which were designed by KeyBank, relating to information in this prospectus regarding the KeyBank Mortgage Loans. These procedures included:

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

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

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

Legal Review. KeyBank engaged legal counsel in connection with this securitization to provide, among other things, (i) a review of the representations and warranties and exception reports relating to the KeyBank Mortgage Loans prepared by origination counsel, (ii) a review and assistance in the completion by the KeyBank Review Team of a due diligence questionnaire relating to the KeyBank Mortgage Loans, and (iii) a review of certain loan documents with respect to the KeyBank Mortgage Loans. Securitization counsel also reviewed the property release provisions, if any, for each KeyBank mortgage loan with multiple Mortgaged Properties for compliance with the REMIC provisions.

Counsel also assisted in the preparation of the risk factors and mortgage loan summaries set forth in this prospectus, based on their review of pertinent sections of the related mortgage loan documents.

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

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

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

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KeyBank’s Underwriting Guidelines and Process

General. KeyBank has developed guidelines establishing certain procedures with respect to underwriting the KeyBank Mortgage Loans. All of the KeyBank Mortgage Loans were generally underwritten in accordance with the guidelines below. In some instances, one or more provisions of the guidelines were waived or modified by KeyBank at origination where it was determined not to adversely affect the related mortgage loan originated by it in any material respect. The KeyBank Mortgage Loans to be included in the trust were originated by KeyBank generally in accordance with the CMBS program of KeyBank. For a description of any material exceptions to the underwriting guidelines in this prospectus, see “—Exceptions” below.

Notwithstanding the discussion below, given the differences between individual commercial mortgaged properties, the underwriting and origination procedures and the credit analysis with respect to any particular commercial mortgage loan may significantly differ from one asset to another, and will be driven by circumstances particular to that property, including, among others, its type, current and alternative uses, size, location, market conditions, reserve requirements and additional collateral, tenants and leases, borrower identity, sponsorship, and/or performance history. However, except as described in the exceptions to the underwriting guidelines (see “—Exceptions” below), the underwriting of the KeyBank Mortgage Loan will conform to the general guidelines described below.

Property Analysis. KeyBank performs or causes to be performed a site inspection to evaluate the location and quality of the related Mortgaged Properties. Such inspection generally includes an evaluation of functionality, attractiveness, visibility and accessibility, as well as location to major thoroughfares, transportation centers, employment sources, and other applicable demand drivers. KeyBank assesses the submarket in which the property is located to evaluate competitive or comparable properties as well as market trends. In addition, KeyBank evaluates the property’s age, physical condition, operating history, lease and tenant mix, and management.

Cash Flow Analysis. KeyBank reviews, among other things, historical operating statements, rent rolls, tenant leases and/or budgeted income and expense statements provided by the borrower and makes adjustments in order to determine a debt service coverage ratio.

Evaluation of the Borrower. KeyBank evaluates the borrower and its principals with respect to credit history and prior experience as an owner and operator of commercial real estate properties. The evaluation will generally include a review of anti-money laundering or OFAC checks, obtaining and reviewing a credit report or other reliable indication of the borrower’s financial capacity; obtaining and verifying credit references and/or business and trade references; and obtaining and reviewing certifications provided by the borrower as to prior real estate experience and current contingent liabilities.

Loan Approval. All mortgage loans originated by KeyBank must be approved by a credit committee. The credit committee may approve a mortgage loan as recommended, request additional due diligence, modify the loan terms, or decline a prospective mortgage loan transaction.

Debt Service Coverage Ratio and LTV Ratio. KeyBank’s underwriting includes a calculation of debt service coverage ratio and loan-to-value ratio in connection with the origination of each mortgage loan.

Generally, the debt service coverage ratios for KeyBank mortgage loans will be equal to or greater than 1.30x; provided, however, variances may be made when consideration is given to circumstances particular to the mortgage loan (including amortization), the related mortgaged property (including tenant composition), loan-to-value ratio, reserves, borrower or other factors.

Generally, the loan-to-value ratio for KeyBank mortgage loans will be equal to or less than 75%; provided, however, variances may be made when consideration is given to circumstances particular to the mortgage loan (including amortization), the related mortgaged property (including tenant composition), debt service coverage ratio, reserves, sponsorship or other factors.

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Additional Debt. When underwriting a multifamily or commercial mortgage loan, KeyBank will take into account whether the mortgaged property and/or direct or indirect interest in a related borrower are encumbered by additional debt and will analyze the likely effect of that additional debt on repayment of the subject mortgage loan. It is possible that KeyBank or an affiliate will be the lender on that additional debt, and may either sell such debt to an unaffiliated third party or hold it in inventory.

Appraisals. KeyBank will, in most cases, require that the real property collateral for a prospective multifamily or commercial mortgage loan be appraised by a state certified appraiser, an appraiser belonging to the Appraisal Institute, a membership association of professional real estate appraisers, or an otherwise qualified appraiser. In addition, KeyBank will generally require that those appraisals be conducted in accordance with the Uniform Standards of Professional Appraisal Practices developed by The Appraisal Foundation, a not-for-profit organization established by the appraisal profession. Furthermore, the appraisal report will usually include or be accompanied by a separate letter that includes a statement by the appraiser that the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 were followed in preparing the appraisal.

Environmental Assessments. KeyBank will, in most cases, require a Phase I environmental assessment with respect to the real property collateral for a prospective multifamily or commercial mortgage loan. However, when circumstances warrant, KeyBank may utilize an update of a prior environmental assessment, a transaction screen or a desktop review. Alternatively, KeyBank might forego an environmental assessment in limited circumstances, such as when it has obtained the benefits of an environmental insurance policy or an environmental guarantee. An environmental assessment conducted at any particular real property collateral will not necessarily uncover all potential environmental issues. In some instances, KeyBank will engage an independent third party to review an environmental assessment and provide a summary of its findings. Depending on the findings of the initial environmental assessment, KeyBank may require additional record searches or environmental testing, such as a Phase II environmental assessment with respect to the real property collateral.

Engineering Assessments. In connection with the origination process, KeyBank may require that an engineering firm inspect the real property collateral for any prospective multifamily or commercial mortgage loan to assess the structure, exterior walls, roofing, interior structure and/or mechanical and electrical systems. Based on the resulting report, KeyBank will determine the appropriate response, if any, to any recommended repairs, corrections or replacements and any identified deferred maintenance.

Seismic Report. A seismic report is required for all Mortgaged Properties located in seismic zones 3 or 4.

Zoning and Building Code Compliance. In connection with the origination of a multifamily or commercial mortgage loan, KeyBank will generally consider whether the use and occupancy of the related real property collateral is in material compliance with zoning, land-use, building rules, regulations and orders then applicable to that property. Evidence of this compliance may be in the form of one or more of the following: legal opinions; surveys; recorded documents; temporary or permanent certificates of occupancy; letters from government officials or agencies, including applicable land use and zoning regulations; title insurance endorsements; engineering or consulting reports; and/or representations by the related borrower.

Escrow Requirements. KeyBank may require borrowers to fund various escrows for taxes, insurance, capital expenses and replacement reserves, which reserves in many instances will be limited to certain capped amounts. In addition, KeyBank may identify certain risks that warrant additional escrows or holdbacks for items such as leasing-related matters, deferred maintenance, environmental remediation or unfunded obligations, which escrows or holdbacks would be released upon satisfaction of the applicable conditions. Springing escrows may also be structured for identified risks such as specific rollover exposure, to be triggered upon the non-renewal of one or more key tenants. Escrows are evaluated on a case-by-case basis and are not required for all commercial mortgage loans originated by KeyBank. The typical required escrows for mortgage loans originated by KeyBank are as follows:

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· Taxes - Typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide the lender with sufficient funds to satisfy all taxes and assessments. KeyBank may waive this escrow requirement under appropriate circumstances including, but not limited to, (i) where a tenant is required to pay the taxes directly, (ii) where there is institutional sponsorship or a high net worth individual, or (iii) where there is a low loan-to-value ratio (i.e., 65% or less).

· Insurance - If the property is insured under an individual policy (i.e., the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are required to provide the lender with sufficient funds to pay all insurance premiums. KeyBank may waive this escrow requirement under appropriate circumstances, including, but not limited to, (i) where a property is covered by a blanket insurance policy maintained by the borrower or loan sponsor, (ii) where there is institutional sponsorship or a high net worth individual, (iii) where an investment grade tenant is responsible for paying all insurance premiums, or (iv) where there is a low loan-to-value ratio (i.e., 65% or less).

· Replacement Reserves - Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan plus two years. KeyBank relies on information provided by an independent engineer to make this determination. KeyBank may waive this escrow requirement under appropriate circumstances, including, but not limited to, (i) where an investment grade tenant is responsible for replacements under the terms of its lease, (ii) where there is institutional sponsorship or a high net worth individual, or (iii) where there is a low loan-to-value ratio (i.e., 65% or less).

· Completion Repair/Environmental Remediation - Typically, a completion repair or remediation reserve is required where an environmental or engineering report suggests that such reserve is necessary. Upon funding of the applicable mortgage loan, KeyBank generally requires that at least 100% - 125% of the estimated costs of repairs or replacements be reserved and generally requires that repairs or replacements be completed within a year after the funding of the applicable mortgage loan. KeyBank may waive this escrow requirement under appropriate circumstances, including, but not limited to, (i) where a secured creditor insurance policy or borrower insurance policy is in place, (ii) where an investment grade party has agreed to take responsibility, and pay, for any required repair or remediation or (iii) recommended costs do not exceed $50,000.

· Tenant Improvement/Lease Commissions - In most cases, various tenants have lease expirations within the mortgage loan term. To mitigate this risk, special reserves may be required to be funded either at closing of the mortgage loan and/or during the mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants. KeyBank may waive this escrow requirement under appropriate circumstances, including, but not limited to, (i) where there is institutional sponsorship or a high net worth individual, (ii) where tenant improvement costs are the responsibility of tenants, (iii) where rents at the mortgaged property are considered to be sufficiently below market, (iv) where no material leases expire within the mortgage loan term, or the lease roll is not concentrated or (v) where there is a low loan-to-value ratio (i.e., 65% or less).

Exceptions.

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

With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus as Coral Island Shopping Center, representing approximately 1.7% of the Initial Pool Balance as of the cut-off date, the underwritten net cash flow debt service coverage based on amortizing debt service (after the IO period) is 1.25x. KeyBank made the exception based on the strength of the market, and the long-term tenancy and performance of the anchor tenant, CVS.

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With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus as Southeast Plaza, representing approximately 1.4% of the Initial Pool Balance as of the cut-off date, the underwritten net cash flow debt service coverage based on amortizing debt service is 1.25x. KeyBank made the exception based on the strength and experience of the sponsor, the long-term tenancy and performance of the anchor tenant, Publix and the junior anchor tenant, TJ Maxx.

With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus as Storage Pros Antioch, representing approximately 0.4% of the Initial Pool Balance as of the cut-off date, the underwritten net cash flow debt service coverage based on amortizing debt service (after the IO period) is 1.29x. KeyBank made the exception based on the strength and experience of the sponsor, and equity invested as part of the acquisition of the mortgaged property.

Compliance with Rule 15Ga-1 under the Exchange Act

KeyBank has filed its most recent Rule 15Ga-1 filing on January 29, 2016 and had no demand, repurchase, or replacement claims to report for the annual reporting period ending December 31, 2015 as a sponsor of commercial mortgage loan securitizations. Since KeyBank has no demand, repurchase or replacement claims as a sponsor of commercial mortgage loan securitizations to report KeyBank has no obligation to file quarterly reports. KeyBank’s Central Index Key is 0001089877. With respect to the period from and including January 1, 2013 to and including December 31, 2015, KeyBank does not have any activity to report as required by Rule 15Ga-1 under the Exchange Act with respect to repurchase or replacement requests in connection with breaches of representations and warranties made by it as a sponsor of commercial mortgage securitizations.

Retained Interests in This Securitization. Neither KeyBank nor any of its affiliates will retain on the Closing Date any certificates issued by the issuing entity or any other economic interest in this securitization.

The information set forth under “—KeyBank National Association” has been provided by KeyBank.

Jefferies LoanCore LLC

General. Jefferies LoanCore LLC (“Jefferies LoanCore” or “JLC”) is a sponsor of, and a seller of certain mortgage loans (the “JLC Mortgage Loans”) into, the securitization described in this prospectus. Jefferies LoanCore is a Delaware limited liability company. Jefferies LoanCore is a privately held company that commenced operations in February 2011. It was formed for the purpose of acquiring, originating, syndicating and securitizing real estate related debt. Jefferies LoanCore’s executive offices are located at 55 Railroad Avenue, Suite 100, Greenwich, Connecticut 06830, telephone number (203) 861-6000.

According to its consolidated statement of financial condition (unaudited), as of August 31, 2015, Jefferies LoanCore and its consolidated subsidiaries had total assets of approximately $1,788.6 million, total liabilities of approximately $1,276.4 million and total members’ capital of approximately $512.2 million.

Deutsche Bank AG, Cayman Islands Branch (an affiliate of the Depositor, German American Capital Corporation, a Sponsor and Mortgage Loan Seller, Deutsche Bank Securities Inc., one of the Underwriters, and Deutsche Bank Trust Company Americas, the certificate administrator, 17g-5 Information Provider, authenticating agent, certificate registrar and custodian) and certain third party lenders provide warehouse financing to affiliates of Jefferies LoanCore (the “JLC Financing Affiliates”) through various repurchase facilities. Jefferies LoanCore guarantees certain obligations of the JLC Financing Affiliates under such repurchase facilities. Certain of the JLC Mortgage Loans are (or are expected to be prior to the Closing Date) subject to those repurchase facilities. If such is the case at the time the certificates are issued, then Jefferies LoanCore will use the proceeds from its sale of the JLC Mortgage Loans to the Depositor to, among other things, reacquire such JLC Mortgage Loans from the related JLC Financing Affiliate, and the related JLC Financing Affiliate will, in turn, use the funds that it

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receives from Jefferies LoanCore to, among other things, reacquire the warehoused JLC Mortgage Loans from the repurchase agreement counterparties free and clear of any liens.

Pursuant to certain interim servicing agreements between JLC and certain of its affiliates, on the one hand, and Wells Fargo, on the other hand, Wells Fargo acts as interim servicer with respect to certain mortgage loans, including, prior to their inclusion in the issuing entity, 15 of the Mortgage Loans to be contributed to this securitization by JLC, representing approximately 18.6% of the Initial Pool Balance.

Neither Jefferies LoanCore nor any of its affiliates will insure or guarantee distributions on the certificates. The Certificateholders will have no rights or remedies against Jefferies LoanCore for any losses or other claims in connection with the certificates or the JLC Mortgage Loans except in respect of the repurchase and substitution obligations for Material Defects of representations and warranties made by Jefferies LoanCore in the related Mortgage Loan Purchase Agreement as described in “Description of the Mortgage Loan Purchase Agreements”.

JLC’s Commercial Mortgage Securitization Program. Jefferies LoanCore has acted as a sponsor and/or loan seller with respect to 16 prior commercial mortgage securitizations with respect to mortgage loans with an aggregate outstanding balance of approximately $4.77 billion as of the cut-off date for each such securitization.

Jefferies LoanCore originates, and acquires from unaffiliated third party originators, mortgage loans secured by, and mezzanine loans secured by indirect and/or direct interests in entities that own, commercial and multifamily real properties located throughout the United States. The following table sets forth information with respect to originations of fixed rate mortgage loans secured by, and mezzanine loans secured by direct and/or indirect interests in entities that own, commercial and multifamily real properties, by Jefferies LoanCore from its inception in February 2011 to and including November 30, 2011, from December 1, 2011 to and including November 30, 2012, from December 1, 2012 to and including November 30, 2013, from December 1, 2013 to and including November 30, 2014 and from December 1, 2014 to and including November 30, 2015.

Originations of Fixed Rate Commercial and
Multifamily Mortgage Loans and Mezzanine Loans 

	No. of Loans(6)	Approximate Aggregate Principal Balance of Loans at Origination
2011(1)	19	$	566,050,515
2012(2)	37	$	860,275,447
2013(3)	108	$	1,786,891,500
2014(4)	69	$	899,117,929
2015(5)	82	$	1,691,847,500

(1) Reflects activity from February 23, 2011 to and including November 30, 2011.

(2) Reflects activity from December 1, 2011 to and including November 30, 2012.

(3) Reflects activity from December 1, 2012 to and including November 30, 2013.

(4) Reflects activity from December 1, 2013 to and including November 30, 2014.

(5) Reflects activity from December 1, 2014 to and including November 30, 2015.

(6) A/B and pari passu split note structures are treated as one loan, and a mortgage loan and related mezzanine loan are treated as two loans.

Review of JLC Mortgage Loans. Overview. Jefferies LoanCore has conducted a review of the JLC Mortgage Loans in connection with the securitization described in this prospectus. The review of the JLC Mortgage Loans was performed by a team comprised of real estate and securitization professionals (the “JLC Review Team”). The review procedures described below were employed with respect to all of the JLC Mortgage Loans, except that certain review procedures were relevant only to the large loan disclosures in this prospectus, as further described below. No sampling procedures were used in the review process.

Database. To prepare for securitization, members of the JLC Review Team created a database of loan-level and property-level information, and prepared an asset summary report, relating to each JLC Mortgage Loan. The database and the respective asset summary reports were compiled from, among

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other sources, the related Mortgage Loan Documents, appraisals, environmental reports, seismic reports, property condition reports, zoning reports, insurance policies, borrower-supplied information (including, but not limited to, rent rolls, leases, operating statements and budgets) and information collected by the JLC Review Team during the underwriting process. After origination of each JLC Mortgage Loan, the JLC Review Team updated the information in the database with respect to such JLC Mortgage Loans based on updates provided by the related loan servicer relating to loan payment status and escrows, updated operating statements, rent rolls and leasing activity and information otherwise brought to the attention of the JLC Review Team.

A data tape (the “JLC Data Tape”) containing detailed information regarding each JLC Mortgage Loan was created from the information in the database referred to in the prior paragraph. The JLC Data Tape was used by the JLC Review Team to provide certain numerical information regarding the JLC Mortgage Loans in this prospectus.

Data Comparison and Recalculation. Jefferies LoanCore engaged a third party accounting firm to perform certain data comparison and recalculation procedures designed by Jefferies LoanCore relating to information in this prospectus regarding the JLC Mortgage Loans. These procedures included:

· comparing the information in the JLC Data Tape against various source documents provided by Jefferies LoanCore that are described in “—Database” above;

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

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

Legal Review. Jefferies LoanCore engaged various law firms to conduct certain legal reviews of the JLC Mortgage Loans for disclosure in this prospectus. In anticipation of the securitization of the JLC Mortgage Loans, origination counsel for each JLC Mortgage Loan reviewed Jefferies LoanCore’s representations and warranties set forth on Annex D and, if applicable, identified exceptions to those representations and warranties.

Securitization counsel was also engaged to assist in the review of the JLC Mortgage Loans. Such assistance included, among other things, a review of (i) Jefferies LoanCore’s preliminary or final asset summary report for each JLC Mortgage Loan, (ii) various statistical data tapes prepared by, and a due diligence questionnaire completed by or on behalf of, Jefferies LoanCore, (iii) the representation and warranty exception reports referred to above relating to certain of the JLC Mortgage Loans prepared by origination counsel and (iv) select provisions in certain loan documents with respect to certain of the JLC Mortgage Loans.

Origination counsel and/or securitization counsel also assisted in the preparation and review of the loan summaries for those of the JLC Mortgage Loans included in the 10 largest Mortgage Loans in the mortgage pool, and the abbreviated loan summaries for those of the JLC Mortgage Loans included in the next 10 largest Mortgage Loans in the mortgage pool, which loan summaries and abbreviated loan summaries are incorporated in “Annex A-3—Description of Top 20 Mortgage Loans and Groups of Cross-Collateralized Mortgage Loans”.

Other Review Procedures. With respect to any material pending litigation of which Jefferies LoanCore was aware at the origination of any JLC Mortgage Loan, Jefferies LoanCore requested updates from the related borrower, origination counsel and/or borrower’s litigation counsel.

The JLC Review Team also reviewed the JLC Mortgage Loans to determine, whether any JLC Mortgage Loan materially deviated from the underwriting guidelines described in “—Jefferies LoanCore’s Underwriting Standards” below. 

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Findings and Conclusions. Based on the foregoing review procedures, Jefferies LoanCore determined that the disclosure regarding the JLC Mortgage Loans in this prospectus is accurate in all material respects. Jefferies LoanCore also determined that the JLC Mortgage Loans were originated in accordance with Jefferies LoanCore’s origination procedures and underwriting criteria. Jefferies LoanCore attributes to itself all findings and conclusions resulting from the foregoing review procedures.

Jefferies LoanCore’s Underwriting Standards. General. Each of the JLC Mortgage Loans was originated by Jefferies LoanCore. Set forth below is a discussion of certain general underwriting guidelines and processes with respect to commercial and multifamily mortgage loans originated by Jefferies LoanCore.

Notwithstanding the discussion below, given the unique nature of commercial and multifamily mortgaged properties, the underwriting and origination procedures and the credit analysis with respect to any particular commercial or multifamily loan may significantly differ from one asset to another, and will be driven by circumstances particular to that property, including, among others, its type, current use, size, location, market conditions, reserve requirements and additional collateral, tenants and leases, borrower identity, sponsorship, performance history and/or other factors. Consequently, we cannot assure you that the underwriting of any particular commercial or multifamily mortgage loan originated by Jefferies LoanCore will conform to the general guidelines and processes described below.

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

Loan Approval. Prior to commitment, each commercial and multifamily mortgage loan to be originated or acquired must be approved by a loan committee that includes senior personnel from Jefferies LoanCore. The committee may approve a mortgage loan as recommended, request additional due diligence, modify the loan terms or decline a loan transaction.

Debt Service Coverage Ratio and Loan-to-Value Ratio. The underwriting includes a calculation of the debt service coverage ratio and loan-to-value ratio in connection with the origination of a loan. With respect to loans originated for securitization, Jefferies LoanCore’s underwriting standards generally require, without regard to any other debt, a debt service coverage ratio of not less than 1.20x and a loan-to-value ratio of not more than 80%.

A debt service coverage ratio will generally be calculated based on the underwritten net cash flow from the property in question as determined by Jefferies LoanCore and payments on the loan based on actual (or, in some cases, assumed) principal and/or interest due on the loan. However, underwritten net cash flow is often a highly subjective number based on a variety of assumptions regarding, and adjustments to, revenues and expenses with respect to the related real property collateral. For example, when calculating the debt service coverage ratio for a commercial or multifamily mortgage loan, annual net cash flow that was calculated based on assumptions regarding projected future rental income, expenses and/or occupancy may be utilized. We cannot assure you that the foregoing assumptions made with respect to any prospective commercial or multifamily mortgage loan will, in fact, be consistent with actual property performance. Such underwritten net cash flow may be higher than historical net cash flow reflected in recent financial statements. Additionally, certain mortgage loans may provide for only interest payments prior to maturity, or for an interest-only period during a portion of the term of the mortgage loan. A loan-to-value ratio, in general, is the ratio, expressed as a percentage, of the then-outstanding principal

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balance of the mortgage loan divided by the estimated value of the related property based on an appraisal.

Additional Debt. Certain mortgage loans may have, or permit in the future, certain additional subordinate debt, whether secured or unsecured, and/or mezzanine debt. It is possible that Jefferies LoanCore or an affiliate may be the lender on that additional subordinate debt and/or mezzanine debt.

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

Servicing. Interim servicing for all loans originated by Jefferies LoanCore prior to securitization is typically performed by an interim servicer that is unaffiliated with Jefferies LoanCore. Generally, servicing responsibilities will be transferred from the interim servicer to the master servicer of the securitization trust at closing. From time to time, the interim servicer may retain primary servicing.

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

(i)     Appraisals. Independent appraisals or an update of an independent appraisal will generally be required in connection with the origination of each mortgage loan that meets the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation, and the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989. In some cases, however, the value of the subject real property collateral may be established based on a cash flow analysis, a recent sales price or another method or benchmark of valuation.

(ii)    Environmental Assessment. In most cases, a Phase I environmental assessment will be required with respect to the real property collateral for a prospective commercial or multifamily mortgage loan. However, when circumstances warrant, an update of a prior environmental assessment, a transaction screen or a desktop review may be utilized. Alternatively, in limited circumstances, an environmental assessment may not be required, such as when the benefits of an environmental insurance policy or an environmental guarantee have been obtained. Furthermore, an environmental assessment conducted at any particular real property collateral will not necessarily cover all potential environmental issues. For example, an analysis for radon, lead-based paint, mold and lead in drinking water will usually be conducted only at multifamily rental properties and only when the originator or an environmental consultant believes that such an analysis is warranted under the circumstances. Depending on the findings of the initial environmental assessment, any of the following may be required: additional environmental testing, such as a Phase II environmental assessment with respect to the subject real property collateral; an environmental insurance policy; that the borrower conduct remediation activities or establish an operations and maintenance plan; and/or a guaranty or reserve with respect to environmental matters.

(iii)   Engineering Assessment. In connection with the origination process, in most cases it will be required that an engineering firm inspect the real property collateral for any prospective commercial or multifamily mortgage loan to assess the structure, exterior walls, roofing, interior structure and/or mechanical and electrical systems. Based on the resulting report, the appropriate response will be determined to any recommended repairs, corrections or replacements and any identified deferred maintenance.

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

Notwithstanding the foregoing, engineering inspections and seismic reports will generally not be required or obtained by the originator in connection with the origination process in the case of mortgage loans secured by real properties that are subject to a ground lease, triple-net lease or other long-term

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lease, or in the case of mortgage loans that are not collateralized by any material improvements on the real property collateral.

Title Insurance. The borrower is required to provide, and Jefferies LoanCore or its origination counsel will typically review, a title insurance policy for each property. The title insurance policies provided typically must be: (i) written by a title insurer licensed to do business in the jurisdiction where the mortgaged property is located, (ii) in an amount at least equal to the original principal balance of the mortgage loan, (iii) issued such that protection and benefits run to the mortgagee and its successors and assigns, (iv) written on an American Land Title Association form or equivalent policy promulgated in the jurisdiction where the mortgaged property is located and (v) issued such that if a survey was prepared, the legal description of the mortgaged property in the title policy conforms to that shown on the survey.

Casualty Insurance. Except in certain instances where sole or significant tenants (which may include ground tenants) are required to obtain insurance or may self-insure, Jefferies LoanCore typically requires that the related mortgaged property be insured by a hazard insurance policy with a customary deductible and in an amount at least equal to the lesser of the outstanding principal balance of the mortgage loan and 100% of the full insurable replacement cost of the improvements located on the property. If applicable, the policy contains appropriate endorsements to avoid the application of coinsurance and does not permit reduction in insurance proceeds for depreciation, except that the policy may permit a deduction for depreciation in connection with a cash settlement after a casualty if the insurance proceeds are not being applied to rebuild or repair the damaged improvements.

Flood insurance, if available, must be in effect for any mortgaged property that at the time of origination included material improvements in any area identified as a special flood hazard area in the Federal Register by the Federal Emergency Management Agency. The flood insurance policy must meet the requirements of the then-current guidelines of the Federal Insurance Administration, be provided by a generally acceptable insurance carrier and be in an amount representing coverage not less than the least of (i) the outstanding principal balance of the mortgage loan, (ii) the full insurable value of the property or, in cases where only a portion of the property is in the flood zone, the full insurable value of the portion of the property contained therein, and (iii) the maximum amount of insurance available under the National Flood Insurance Program, except in some cases where self-insurance was permitted.

The standard form of hazard insurance policy typically covers physical damage or destruction of the improvements on the mortgaged property caused by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion. The policies may contain some conditions and exclusions to coverage, including exclusions related to acts of terrorism. Generally, except in certain instances where sole or significant tenants (which may include ground tenants) are required to obtain insurance or may self-insure, each of the mortgage loans requires that the related property have coverage for terrorism or terrorist acts, if such coverage is available at commercially reasonable rates. In all (or substantially all) cases, there is a cap on the amount that the related borrower will be required to expend on terrorism insurance.

Except in certain instances where sole or significant tenants (which may include ground tenants) are required to obtain insurance or may self-insure, each mortgage instrument typically also requires the borrower to maintain: (i) comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the property in an amount customarily required by institutional lenders; and (ii) business interruption or rent loss insurance in an amount not less than 100% of the projected rental income from the related property for not less than 12 months.

Although properties are typically not insured for earthquake risk, a borrower will be required to obtain earthquake insurance if the property has material improvements and the seismic report indicates that the probable maximum loss (“PML”) or scenario expected loss (“SEL”) is greater than 20%.

Zoning and Building Code Compliance. In connection with the origination of a commercial or multifamily mortgage loan, the originator will generally examine whether the use and occupancy of the related real property collateral is in material compliance with zoning, land-use, building rules, regulations and orders then applicable to that property. Evidence of this compliance may be in the form of one or

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more of the following: legal opinions, surveys, recorded documents, temporary or permanent certificates of occupancy, letters from government officials or agencies, title insurance endorsements, engineering or consulting reports, zoning reports and/or representations by the related borrower.

In some cases, a mortgaged property may constitute a legal non-conforming use or structure. In such cases, Jefferies LoanCore may require an endorsement to the title insurance policy or the acquisition of law and ordinance or similar insurance with respect to the particular non-conformity unless it determines that: (i) the non-conformity should not have a material adverse effect on the ability of the borrower to rebuild; (ii) if the improvements are rebuilt in accordance with currently applicable law, the value and performance of the property would be acceptable; (iii) the insurance proceeds received in connection with a major casualty should be sufficient to satisfy the mortgage loan; (iv) any major casualty that would prevent rebuilding has a sufficiently remote likelihood of occurring; or (v) a cash reserve, a letter of credit or an agreement from a principal of the borrower is provided to cover losses.

If a material violation exists with respect to a mortgaged property, Jefferies LoanCore may require the borrower to remediate such violation and, subject to the discussion under “—Escrow Requirements” below, establish a reserve to cover the cost of such remediation, unless a cash reserve, a letter of credit or an agreement from a principal of the borrower is provided to cover losses.

Escrow Requirements. Based on the originator’s analysis of the real property collateral, the borrower and the principals of the borrower, a borrower under a commercial or multifamily mortgage loan may be required to fund various escrows for taxes, insurance, replacement reserves, tenant improvements/leasing commissions, deferred maintenance and/or environmental remediation. A case-by-case analysis will be conducted to determine the need for a particular escrow or reserve. Consequently, the aforementioned escrows and reserves are not established for every commercial and multifamily mortgage loan originated by Jefferies LoanCore. Furthermore, Jefferies LoanCore may accept an alternative to a cash escrow or reserve from a borrower, such as a letter of credit or a guarantee from the borrower or an affiliate of the borrower or periodic evidence that the items for which the escrow or reserve would have been established are being paid or addressed. In some cases, Jefferies LoanCore may determine that establishing an escrow or reserve is not warranted given the amounts that would be involved and Jefferies LoanCore’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the subject expense or cost absent creation of an escrow or reserve. In some cases, Jefferies LoanCore may determine that establishing an escrow or reserve is not warranted because a tenant or other third party has agreed to pay the subject cost or expense for which the escrow or reserve would otherwise have been established.

Generally, subject to the discussion in the prior paragraph, the required escrows for commercial and multifamily mortgage loans originated by Jefferies LoanCore are as follows:

· Taxes—Monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are typically required to satisfy real estate taxes and assessments, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if there is an institutional property sponsor or high net worth individual property sponsor, or (ii) if and to the extent that a sole or major tenant (which may include a ground tenant) at the related mortgaged property is required to pay taxes directly.

· Insurance—Monthly escrow deposits equal to 1/12th of the annual property insurance premium are typically required to pay insurance premiums, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if there is an institutional property sponsor or high net worth individual property sponsor, (ii) if the related borrower maintains a blanket insurance policy, (iii) if and to the extent that a sole or major tenant (which may include a ground tenant) at the related mortgaged property is obligated to maintain the insurance or is permitted to self-insure, or (iv) if and to the extent that another third party unrelated to the borrower (such as a condominium board, if applicable) is obligated to maintain the insurance.

· Replacement Reserves—Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan.

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Annual replacement reserves are generally underwritten to the suggested replacement reserve amount from an independent, third-party property condition or engineering report, or to certain minimum requirements by property type, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if a tenant (which may include a ground tenant) at the related mortgaged property or other third party is responsible for all repairs and maintenance, or (ii) if Jefferies LoanCore determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and Jefferies LoanCore’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the cost of repairs and maintenance absent creation of an escrow or reserve. Such escrows may also not be required unless a particular trigger event (for example, an event relating to property performance) has occurred and is continuing.

· Tenant Improvements / Leasing Commissions—In the case of retail, office and industrial properties, a tenant improvements / leasing commissions reserve may be required to be funded either at loan origination and/or during the related mortgage loan term and/or upon the occurrence and during the continuance of a particular trigger event (for example, an event relating to property performance) to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by significant tenants, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the related tenant’s lease extends beyond the loan term, (ii) if the rent for the space in question is considered below market, or (iii) if Jefferies LoanCore determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and Jefferies LoanCore’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the anticipated leasing commissions or tenant improvement costs absent creation of an escrow or reserve.

· Deferred Maintenance—A deferred maintenance reserve may be required to be funded at loan origination in an amount typically equal to 100% to 125% of the estimated cost of material immediate repairs or replacements identified in the property condition or engineering report, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the sponsor or a key principal of the borrower delivers a guarantee to complete the immediate repairs in a specified amount of time, (ii) if the deferred maintenance amount does not materially impact the function, performance or value of the property, (iii) if a tenant (which may include a ground tenant) at the related mortgaged property or other third party is responsible for the repairs, or (iv) if Jefferies LoanCore determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and Jefferies LoanCore’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the cost of repairs absent creation of an escrow or reserve.

· Environmental Remediation—An environmental remediation reserve may be required at loan origination in an amount typically equal to 100% to 125% of the estimated remediation cost identified in the environmental report, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the sponsor or a key principal of the borrower delivers a guarantee agreeing to take responsibility and pay for the identified environmental issues, (ii) if environmental insurance is obtained or already in place, (iii) if a third party unrelated to the borrower is identified as the responsible party or (iv) if Jefferies LoanCore determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and Jefferies LoanCore’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the cost of remediation absent creation of an escrow or reserve.

For a description of the escrows collected with respect to the JLC Mortgage Loans, see Annex A-1.

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

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Compliance with Rule 15Ga-1 under the Exchange Act. Jefferies LoanCore most recently filed a Form ABS-15G on February 12, 2016. Jefferies LoanCore’s Central Index Key is 0001555524. With respect to the period from and including January 1, 2013 through and including December 31, 2015, Jefferies LoanCore does not have any activity to report as required by Rule 15Ga-1 under the Exchange Act with respect to repurchase or replacement requests in connection with breaches of representations and warranties made by it as a sponsor of commercial mortgage securitizations.

Retained Interests in This Securitization. Neither Jefferies LoanCore nor any of its affiliates will retain on the Closing Date any certificates issued by the issuing entity or any other economic interest in this securitization, except that Jefferies LoanCore or an affiliate will retain $4,826,000 Certificate Balance of the Class D certificates.

The Depositor

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

During the 8 years ending December 31, 2015, the Depositor has acted as depositor with respect to public and private conduit or combined conduit/large loan commercial mortgage securitization transactions in an aggregate amount of approximately $90.215 billion.

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

The depositor purchases commercial mortgage loans and interests in commercial mortgage loans for the purpose of selling those assets to trusts created in connection with the securitization of pools of assets and does not engage in any activities unrelated to those securitizations. On the Closing Date, the depositor will acquire the mortgage loans from each mortgage loan seller and will simultaneously transfer them, without recourse, to the trustee for the benefit of the Certificateholders.

The depositor remains responsible under the PSA for providing the master servicer, special servicer, certificate administrator and trustee with certain information and other assistance requested by those parties and reasonably necessary to performing their duties under the PSA. The depositor also remains responsible for mailing notices to the Certificateholders upon the appointment of certain successor entities under the PSA.

The Issuing Entity

The issuing entity, COMM 2016-DC2 Mortgage Trust, will be a New York common law trust, formed on the Closing Date pursuant to the PSA.

The only activities that the issuing entity may perform are those set forth in the PSA, which are generally limited to owning and administering the mortgage loans and any REO Property, disposing of defaulted mortgage loans and REO Property, issuing the certificates, making distributions, providing reports to Certificateholders and other activities described in this prospectus. Accordingly, the issuing entity may not issue securities other than the certificates, or invest in securities, other than investing of funds in the Collection Account and other accounts maintained under the PSA in certain short-term permitted investments. The issuing entity may not lend or borrow money, except that the master servicer, the special servicer and the trustee may make Advances of delinquent monthly debt service payments and Servicing Advances to the issuing entity, but only to the extent it does not deem such Advances to be non-recoverable from the related mortgage loan; such Advances are intended to provide liquidity, rather

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than credit support. The PSA may be amended as set forth in “Pooling and Servicing Agreement—Amendment”. The issuing entity administers the mortgage loans through the trustee, the certificate administrator, the master servicer and the special servicer. A discussion of the duties of the trustee, the certificate administrator, the master servicer and the special servicer, including any discretionary activities performed by each of them, is set forth in “Transaction Parties—The Trustee”, “—The Certificate Administrator”, “—The Master Servicer” and “—The Special Servicer” and “Pooling and Servicing Agreement”.

The only assets of the issuing entity other than the mortgage loans and any REO Properties are the Collection Account and other accounts maintained pursuant to the PSA, the short-term investments in which funds in the Collection Account and other accounts are invested. The issuing entity has no present liabilities, but has potential liability relating to ownership of the mortgage loans and any REO Properties and certain other activities described in this prospectus, and indemnity obligations to the trustee, the certificate administrator, the depositor, the master servicer, the special servicer and the operating advisor. The fiscal year of the issuing entity is the calendar year. The issuing entity has no executive officers or board of directors and acts through the trustee, the certificate administrator, the master servicer and the special servicer.

The depositor will be contributing the mortgage loans to the issuing entity. The depositor will be purchasing the mortgage loans from the mortgage loan sellers, as described in “Description of the Mortgage Loan Purchase Agreements”.

The Trustee

Wilmington Trust, National Association (“WTNA”)(formerly called M&T Bank, National Association) will act as trustee on behalf of the Certificateholders pursuant to the PSA. 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, 2015, WTNA served as trustee on over 1,500 mortgage-backed related securities transactions having an aggregate original principal balance in excess of $125 billion, of which approximately 147 transactions were CMBS transactions having an aggregate original principal balance of approximately $95 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 CMBS 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 PSA (other than as to it being a valid obligation of the trustee), the certificates, the Mortgage Loans, this 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 collection account or any other account by or on behalf of the master servicer, any special servicer or the certificate administrator.

The responsibilities of the trustee are set forth in the PSA. A discussion of the role of the trustee and its continuing duties, including: (1) any actions required by the trustee, including whether notices are

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required to investors, rating agencies or other third parties, upon an event of default, potential event of default (and how defined) or other breach of a transaction covenant and any required percentage of a class or classes of asset-backed securities that is needed to require the trustee to take action, (2) limitations on the trustee’s liability under the transaction agreements regarding the asset-backed securities transaction, (3) any indemnification provisions that entitle the trustee to be indemnified from the cash flow that otherwise would be used to pay the asset-backed securities, and (4) any contractual provisions or understandings regarding the trustee’s removal, replacement or resignation, as well as how the expenses associated with changing from one trustee to another trustee will be paid, is set forth in “Pooling and Servicing Agreement”. In its capacity as trustee on commercial mortgage loan 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. See “Pooling and Servicing Agreement—Advances”.

For a description of any material affiliations, relationships and related transactions between the trustee and the other transaction parties, see “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”.

The trustee will only be liable under the PSA to the extent of the obligations specifically imposed by the PSA. For further information regarding the duties, responsibilities, rights and obligations of the trustee under the PSA, including those related to indemnification, see “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”. Certain terms of the PSA regarding the trustee’s removal, replacement or resignation are described in “Pooling and Servicing Agreement—Resignation and Removal of the Trustee and the Certificate Administrator”.

The Certificate Administrator

Deutsche Bank Trust Company Americas (“DBTCA”), a New York Banking Corporation, will act as the certificate administrator, the custodian and the paying agent under the PSA. DBTCA is a New York banking corporation with its offices (for notices under the PSA) located at 1761 East St. Andrew Place, Santa Ana, California 92705-4934, Attention: Trust Administration–DB16D2, or, in the case of any surrender, transfer or exchange at Deutsche Bank Trust Company Americas c/o DB Services Americas, Inc., 5022 Gate Parkway, Suite 209, Jacksonville, Florida 32256, Attention: Transfer Unit, and its telephone number is (714) 247-6000.

DBTCA and its affiliates have provided corporate trust services since 1991. DBTCA and its affiliates have previously been appointed to the role of trustee for over 1,900 mortgage-backed transactions and have significant experience in this area. DBTCA will act as custodian of the mortgage files pursuant to the Pooling and Servicing Agreement. DBTCA and its affiliates have performed this custodial role in numerous mortgage-backed transactions since 1991. DBTCA will maintain the mortgage files in secure, fire-resistant facilities. DBTCA will not physically segregate the mortgage files from other mortgage files in DBTCA’s custody but will keep them in shared facilities. However, DBTCA’s proprietary document tracking system will show the location within DBTCA’s facilities of each mortgage file and will show that the mortgage loan documents are held on behalf of the issuing entity.

DBTCA has been named as a defendant in civil litigation concerning its role as trustee of certain residential mortgage backed securities (“RMBS”) trusts. On June 18, 2014, a group of investors (“Plaintiff Investors”) filed a civil action against DBTCA and Deutsche Bank National Trust Company (“DBNTC”) in New York State Supreme Court purportedly on behalf of and for the benefit of 544 private-label RMBS trusts asserting claims for alleged violations of the Trust Indenture Act of 1939, breach of contract, breach of fiduciary duty and negligence based on DBTCA’s and DBNTC’s alleged failure to perform their obligations as trustees for the trusts (the “NY Derivative Action”). An amended complaint was filed on July 16, 2014, adding Plaintiff Investors and RMBS trusts to the NY Derivative Action. On November 24, 2014, the Plaintiff Investors moved to voluntarily dismiss the NY Derivative Action without prejudice. Also on November 24, 2014, substantially the same group of Plaintiff Investors filed a civil action against DBTCA and DBNTC in the United States District Court for the Southern District of New York (the “SDNY Action”), making substantially the same allegations as the New York Derivative Action with respect to 564 RMBS trusts (542 of which were at issue in the NY Derivative Action). The SDNY Action is styled both as

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a derivative action on behalf of the named RMBS Trusts and, in the alternative, as a putative class action on behalf of holders of RMBS representing interests in those RMBS trusts. On January 19, 2016, the court overseeing the SDNY Action granted in part the defendants’ motion to dismiss on procedural grounds: as to the 500 trusts that are governed by Pooling and Servicing Agreements, the court declined to exercise jurisdiction. The court did not rule on substantive defenses asserted in defendants’ motion to dismiss. The court further ordered plaintiffs to file an amended complaint consistent with its ruling as to the remaining 64 trusts governed by indentures. The defendants will have an opportunity to file new defensive motions with respect to the amended complaint after it is filed. DBTCA will continue to vigorously defend the SDNY Action.

On December 30, 2015, IKB International, S.A. and IKB Deutsche Industriebank A.G. filed a Summons With Notice in New York state court naming as defendants DBNTC and DBTCA, as trustees of 37 RMBS trusts (the “IKB Action”). The claims in the IKB Action appear to be substantively similar to the SDNY Action. The IKB Action is not styled as a putative class action, but may attempt to bring derivative claims on behalf of the named RMBS Trusts. DBTCA intends to vigorously defend the IKB Action.

DBTCA has no pending legal proceedings (including, based on DBTCA’s present evaluation, the litigation disclosed in the foregoing paragraphs) that would materially affect its ability to perform its duties as certificate administrator.

DBTCA is an affiliate of 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.

Neither DBTCA nor any of its affiliates (other than as set forth in “—The Sponsors and Mortgage Loan Sellers—German American Capital Corporation—Retained Interests in This Securitization” above) will retain any certificates issued by the issuing entity or any other economic interest in this securitization.

The foregoing information concerning the certificate administrator and custodian has been provided by the certificate administrator.

For a description of any material affiliations, relationships and related transactions between the certificate administrator and the other transaction parties, see “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”.

The certificate administrator will only be liable under the PSA to the extent of the obligations specifically imposed by the PSA. For further information regarding the duties, responsibilities, rights and obligations of the certificate administrator under the PSA, including those related to indemnification, see “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”. Certain terms of the PSA regarding the certificate administrator’s removal, replacement or resignation are described in “Pooling and Servicing Agreement—Resignation and Removal of the Trustee and the Certificate Administrator”.

The Master Servicer

Wells Fargo Bank, National Association (“Wells Fargo”) will act as the master servicer for all of the Mortgage Loans to be deposited into the issuing entity and the primary servicer for the Serviced Companion Loans. Wells Fargo is a national banking association organized under the laws of the United States of America, and is a wholly-owned direct and indirect subsidiary of Wells Fargo & Company. Wells Fargo is also the master servicer, certificate administrator and custodian under the COMM 2016-CCRE28 Pooling and Servicing Agreement, pursuant to which the Promenade Gateway Whole Loan and the Santa Monica Multifamily Portfolio Whole Loan are serviced. On December 31, 2008, Wells Fargo & Company acquired Wachovia Corporation, the owner of Wachovia Bank, National Association (“Wachovia”), and Wachovia Corporation merged with and into Wells Fargo & Company. On March 20, 2010, Wachovia merged with and into Wells Fargo. Like Wells Fargo, Wachovia acted as master servicer of securitized commercial and multifamily mortgage loans and, following the merger of the holding companies, Wells

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Fargo and Wachovia integrated their two servicing platforms under a senior management team that is a combination of both legacy Wells Fargo managers and legacy Wachovia managers.

The principal west coast commercial mortgage master servicing offices of Wells Fargo are located at MAC A0227-020, 1901 Harrison Street, Oakland, California 94612. The principal east coast commercial mortgage master servicing offices of Wells Fargo are located at MAC D1086, 550 South Tryon Street, Charlotte, North Carolina 28202.

Wells Fargo has been master servicing securitized commercial and multifamily mortgage loans in excess of ten years. Wells Fargo’s primary servicing system runs on McCracken Financial Solutions software, Strategy CS. Wells Fargo reports to trustees and certificate administrators in the CREFC^® format. The following table sets forth information about Wells Fargo’s portfolio of master or primary serviced commercial and multifamily mortgage loans (including loans in securitization transactions and loans owned by other investors) as of the dates indicated:

Commercial and Multifamily Mortgage Loans	As of 12/31/2012	As of 12/31/2013	As of 12/31/2014	As of 12/31/2015
By Approximate Number:	35,189	33,354	33,590	32,701
By Approximate Aggregate Unpaid Principal Balance (in billions):	$428.52	$434.37	$474.38	$501.54

Within this portfolio, as of December 31, 2015, are approximately 24,010 commercial and multifamily mortgage loans with an unpaid principal balance of approximately $410.4 billion related to CMBS or commercial real estate collateralized debt obligation securities. In addition to servicing loans related to CMBS and commercial real estate collateralized debt obligation securities, Wells Fargo also services whole loans for itself and a variety of investors. The properties securing loans in Wells Fargo’s servicing portfolio, as of December 31, 2015, were located in all 50 states, the District of Columbia, Guam, Mexico, the Bahamas, the Virgin Islands and Puerto Rico and include retail, office, multifamily, industrial, hotel and other types of income-producing properties.

In its master servicing and primary servicing activities, Wells Fargo utilizes a mortgage-servicing technology platform with multiple capabilities and reporting functions. This platform allows Wells Fargo to process mortgage servicing activities including, but not limited to: (i) performing account maintenance; (ii) tracking borrower communications; (iii) tracking real estate tax escrows and payments, insurance escrows and payments, replacement reserve escrows and operating statement data and rent rolls; (iv) entering and updating transaction data; and (v) generating various reports.

The following table sets forth information regarding principal and interest advances and servicing advances made by Wells Fargo, as master servicer, on commercial and multifamily mortgage loans included in CMBS securitizations. The information set forth below is the average amount of such advances outstanding over the periods indicated (expressed as a dollar amount and as a percentage of Wells Fargo’s portfolio, as of the end of each such period, of master serviced commercial and multifamily mortgage loans included in CMBS securitizations).

Period	Approximate Securitized Master-Serviced Portfolio (UPB)*	Approximate Outstanding Advances (P&I and PPA)*	Approximate Outstanding Advances as % of UPB
Calendar Year 2012	$331,765,453,800	$2,133,375,220	0.64%
Calendar Year 2013	$346,011,017,466	$2,158,219,403	0.62%
Calendar Year 2014	$377,947,659,331	$1,750,352,607	0.46%
Calendar Year 2015	$401,673,056,650	$1,600,995,208	0.40%

* “UPB” means unpaid principal balance, “P&I” means principal and interest advances and “PPA” means property protection advances.

Wells Fargo is rated by Fitch, S&P and Morningstar as a primary servicer, a master servicer and a special servicer of commercial mortgage loans. Wells Fargo’s servicer ratings by each of these agencies are outlined below:

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	Fitch	S&P	Morningstar
Primary Servicer:	CPS1-	Strong	MOR CS1
Master Servicer:	CMS1-	Strong	MOR CS1
Special Servicer	CSS2	Above Average	MOR CS2

The long-term deposits of Wells Fargo are rated “AA-” by S&P, “Aa1” by Moody’s and “AA” by Fitch. The short-term deposits of Wells Fargo are rated “A-1+” by S&P, “P-1” by Moody’s and “F1+” by Fitch.

Wells Fargo has developed policies, procedures and controls relating to its servicing functions to maintain compliance with applicable servicing agreements and servicing standards, including procedures for handling delinquent loans during the period prior to the occurrence of a special servicing transfer event. Wells Fargo’s master servicing policies and procedures are updated periodically to keep pace with the changes in the CMBS industry and have been generally consistent for the last three years in all material respects. The only significant changes in Wells Fargo’s policies and procedures have come in response to changes in federal or state law or investor requirements, such as updates issued by the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation.

Wells Fargo may perform any of its obligations under the PSA through one or more third-party vendors, affiliates or subsidiaries. Notwithstanding the foregoing, the master servicer will remain responsible for its duties thereunder. Wells Fargo may engage third-party vendors to provide technology or process efficiencies. Wells Fargo monitors its third-party vendors in compliance with its internal procedures and applicable law. Wells Fargo has entered into contracts with third-party vendors for the following functions:

· provision of Strategy and Strategy CS software;

· tracking and reporting of flood zone changes;

· abstracting of leasing consent requirements contained in loan documents;

· legal representation;

· assembly of data regarding buyer and seller (borrower) with respect to proposed loan assumptions and preparation of loan assumption package for review by Wells Fargo;

· performance of property inspections;

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

· Uniform Commercial Code searches and filings.

Wells Fargo may also enter into agreements with certain firms to act as a primary servicer and to provide cashiering or non-cashiering sub-servicing on the Mortgage Loans and the Serviced Companion Loans. Wells Fargo monitors and reviews the performance of sub-servicers appointed by it. Generally, all amounts received by Wells Fargo on the Mortgage Loans and the Serviced Companion Loans will initially be deposited into a common clearing account with collections on other mortgage loans serviced by Wells Fargo and will then be allocated and transferred to the appropriate account as described in this prospectus. On the day any amount is to be disbursed by Wells Fargo, that amount is transferred to a common disbursement account prior to disbursement.

Wells Fargo will not have primary responsibility for custody services of original documents evidencing the Mortgage Loans or the Serviced Companion Loans. On occasion, Wells Fargo may have custody of certain of such documents as are necessary for enforcement actions involving the Mortgage Loans, the

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Serviced Companion Loans or otherwise. To the extent Wells Fargo performs custodial functions as a servicer, documents will be maintained in a manner consistent with the Servicing Standard.

A Wells Fargo proprietary website (www.wellsfargo.com/com/comintro) provides investors with access to investor reports for CMBS transactions for which Wells Fargo is master servicer, and also provides borrowers with access to current and historical loan and property information for these transactions.

Wells Fargo & Company files reports with the SEC as required under the Exchange Act. Such reports include information regarding Wells Fargo and may be obtained at the website maintained by the SEC at www.sec.gov.

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

The master servicer will enter into one or more agreements with the Mortgage Loan Sellers to purchase the master servicing rights to the related Mortgage Loans and the primary servicing rights with respect to certain of the related Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans and/or the right to be appointed as the master servicer or primary servicer, as the case may be, with respect to such Mortgage Loans.

Pursuant to certain interim servicing agreements between Wells Fargo and GACC or certain of its affiliates, Wells Fargo acts as interim servicer with respect to certain mortgage loans owned by GACC or those affiliates from time to time, which may include, prior to their inclusion in the issuing entity, some or all of the GACC Mortgage Loans.

Pursuant to certain interim servicing agreements between Wells Fargo and JLC or certain of its affiliates, Wells Fargo acts as interim servicer with respect to certain mortgage loans owned by JLC or those affiliates from time to time, which may include, prior to their inclusion in the issuing entity, some or all of the JLC Mortgage Loans.

Pursuant to the terms of the PSA, Wells Fargo will be entitled to retain a portion of the Servicing Fee equal to the amount by which the Servicing Fee exceeds the sum of (1) the fee payable to any initial subservicer as a primary servicing fee and (ii) a master servicing fee at a per annum rate of 0.0025% with respect to each Mortgage Loan and, to the extent provided for in the related Intercreditor Agreement, each Serviced Companion Loan notwithstanding any termination or resignation of Wells Fargo as master servicer. In addition, Wells Fargo will have the right to assign and transfer its rights to receive that retained portion of its Servicing Fee to another party.

Wells Fargo expects to enter into a primary servicing agreement with KeyBank pursuant to which KeyBank is expected to assume primary servicing duties with respect to some or all of the KeyBank Mortgage Loans.

Neither Wells Fargo nor any of its affiliates will retain any certificates issued by the issuing entity or any other economic interest in this securitization other than as set forth above. However, Wells Fargo or its affiliates may, from time to time after the initial sale of the certificates to investors on the Closing Date, acquire certificates pursuant to secondary market transactions. Any such party will have the right to dispose of any such certificates at any time. 

The foregoing information concerning information under this heading “—The Master Servicer” has been provided by Wells Fargo.

For a description of any material affiliations, relationships and related transactions between the master servicer and the other transaction parties, see “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”.

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The master servicer will have various duties under the PSA. Certain duties and obligations of the master servicer are described in “Pooling and Servicing Agreement—General” and “—Mortgage Loans with ‘Due-on-Sale’ and ‘Due-on-Encumbrance’ Provisions”. The master servicer’s ability to waive or modify any terms, fees, penalties or payments on the Mortgage Loans (other than the Non-Serviced Mortgage Loans), and the effect of that ability on the potential cash flows from such Mortgage Loans, are described in “Pooling and Servicing Agreement—Modifications, Waivers and Amendments”. The master servicer’s obligations as the servicer to make advances, and the interest or other fees charged for those advances and the terms of the master servicer’s recovery of those advances, are described in “Pooling and Servicing Agreement—Advances”.

The master servicer will not have primary responsibility for custody services of original documents evidencing the Mortgage Loans, the Serviced Companion Loans. On occasion, the master servicer may have custody of certain of such documents as are necessary for enforcement actions involving the Mortgage Loans or the Serviced Companion Loans or otherwise. To the extent master servicer performs custodial functions as a servicer, documents will be maintained in a manner consistent with the Servicing Standard.

The master servicer will only be liable under the PSA to the extent of the obligations specifically imposed by the PSA. Certain terms of the PSA regarding the master servicer’s removal or replacement, resignation are described in “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”, “—Termination of Servicer and Special Servicer for Cause—Servicer Termination Events”, “—Rights Upon Servicer Termination Event” and “Waiver of Servicer Termination Event”. The master servicer’s rights and obligations with respect to indemnification, and certain limitations on the master servicer’s liability under the PSA, are described in “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”.

The Special Servicer

CWCapital Asset Management LLC (“CWCAM”), a Delaware limited liability company, is expected to act as special servicer and in such capacity is expected to initially be responsible for the servicing and administration of Specially Serviced Loans (other than any Non-Serviced Mortgage Loan) and REO Properties as well as the reviewing of certain major decisions and other transactions relating to Mortgage Loans and other non-Master 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 PSA. 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:

· special servicing of commercial and multifamily real estate loans;

· commercial real estate property management, brokerage and insurance risk management and placement services;

· commercial mortgage brokerage services; and

· 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 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

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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 December 31, 2015, CWCAM acted as special servicer with respect to 134 domestic CMBS pools containing approximately 7,000 loans secured by properties throughout the United States with a then current unpaid principal balance in excess of approximately $99 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 December 31, 2015, CWCAM had 99 employees responsible for the special servicing of commercial real estate assets. As of December 31, 2015, within the CMBS pools described in the preceding paragraph, 359 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. Refinements within the prior three years 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.

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. Other than as set forth in the following paragraph, there are currently no legal proceedings

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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.

On December 17, 2015, U.S. Bank National Association, the trustee under five (5) pooling and servicing agreements for (i) Wachovia Bank Commercial Mortgage Trust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2, (iii) Wachovia Bank Commercial Mortgage Trust 2007-C31, (iv) ML-CFC Commercial Mortgage Trust 2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenced a proceeding with the Second Judicial District Court of Ramsey County, Minnesota (“Court”) for a declaratory judgment as to the proper allocation of certain proceeds in the alleged amount of $560 million (“Disputed Proceeds”) received by CWCAM in connection with the sale of the Peter Cooper Village and Stuyvesant Town property in New York, New York (the “Property”) securing loans held by those trusts. CWCAM was the special servicer of the Property. The petition requests the Court to instruct the trustee, the trust beneficiaries, and any other interested parties as to the amount of the Disputed Proceeds, if any, that constitute penalty interest and/or the amount of the Disputed Proceeds, if any, that constitute gain-on-sale proceeds, with respect to each trust. On February 24, 2016, CWCAM made a limited appearance with the Court to file a motion to dismiss this proceeding based on lack of jurisdiction, mootness, standing, and forum non conveniens. There can be no assurances as to the outcome of this motion or the proceeding or the possible impact on CWCAM. However, CWCAM believes that it has performed its obligations under the related pooling and servicing agreements in good faith, and that the Disputed Proceeds were properly allocated to CWCAM as penalty interest, and it intends to vigorously contest any claim that such Disputed Proceeds were improperly allocated as penalty interest.

CWCAM may enter into one or more arrangements with the applicable directing holder, Holders of Certificates of the Controlling Class, the Directing Certificateholder, 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 PSA 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 LP and/or one or more 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.

From time to time, CWCAM and/or its affiliates may purchase or sell securities, including certificates issued in this offering in the secondary market.

The foregoing information regarding CWCAM under this heading “Transaction Parties—The Special Servicer” has been provided by CWCAM.

The special servicer’s role and responsibilities are set forth in “Pooling and Servicing Agreement”. The special servicer’s ability to waive or modify any terms, fees, penalties or payments on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the related Serviced Companion Loans, and the effect of that ability on the potential cash flows from such Mortgage Loans and the related Serviced Companion Loans, are described in “Pooling and Servicing Agreement—Modifications, Waivers and Amendments”.

The special servicer will only be liable under the PSA to the extent of the obligations specifically imposed by the PSA. Certain terms of the PSA regarding the special servicer’s removal, replacement, resignation or transfer are described in “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”, “—Termination of Servicer and Special Servicer for Cause—Servicer Termination Events” and “—Rights Upon Servicer Termination Event”. The special servicer’s rights and obligations with respect to indemnification, and certain limitations on the special servicer’s liability under the PSA, are described in “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”.

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The Primary Servicer

KeyBank National Association

KeyBank will be appointed as a primary servicer with respect to KeyBank Mortgage Loans (the “KeyBank Serviced Loans”).  KeyBank is a wholly-owned subsidiary of KeyCorp. KeyBank maintains a servicing office at 11501 Outlook Street, Suite 300, Overland Park, Kansas 66211.  KeyBank is not an affiliate of the issuing entity, the Depositor, any other Mortgage Loan Seller, the trustee, the certificate administrator, the paying agent, the custodian, the master servicer, the special servicer, the operating advisor, the asset representations reviewer, or any other sub-servicer.

KeyBank has been engaged in the servicing of commercial mortgage loans since 1995 and commercial mortgage loans originated for securitization since 1998.  The following table sets forth information about KeyBank’s portfolio of master or primary serviced commercial mortgage loans as of the dates indicated.

Loans	12/31/2013	12/31/2014	12/31/2015
By Approximate Number	16,716	16,772	16,876
By Approximate Aggregate Principal Balance (in billions)	$170.1	$174.6	$185.24

Within this servicing portfolio are, as of December 31, 2015, approximately 9,539 loans with a total principal balance of approximately $145.8 billion that are included in approximately 405 CMBS transactions.

KeyBank’s servicing portfolio includes mortgage loans secured by multifamily, office, retail, hospitality and other types of income-producing properties that are located throughout the United States.  KeyBank also services newly-originated commercial mortgage loans and mortgage loans acquired in the secondary market for issuers of commercial and multifamily mortgage-backed securities, financial institutions and a variety of investors and other third parties. Based on the aggregate outstanding principal balance of loans being serviced as of June 30, 2015, the Mortgage Bankers Association of America ranked KeyBank the third largest commercial mortgage loan servicer in terms of total master and primary servicing volume.

KeyBank is approved as the master servicer and primary servicer for CMBS rated by Moody’s, S&P and Fitch and ranked by Morningstar. Moody’s does not assign specific ratings to servicers. KeyBank is on S&P’s Select Servicer list as a U.S. Commercial Mortgage Master Servicer and as a U.S. Commercial Mortgage Primary Servicer, and S&P has assigned to KeyBank the rating of “Strong” as a master servicer and primary servicer. Fitch has assigned to KeyBank the ratings of “CMS1” as a master servicer and “CPS2” as a primary servicer.  Morningstar has assigned KeyBank the rankings of “MOR CS1” as master servicer and primary servicer.  S&P’s and Fitch’s ratings and Morningstar’s rankings of a servicer are based on an examination of many factors, including the servicer’s financial condition, management team, organizational structure and operating history.

KeyBank’s servicing system utilizes a mortgage-servicing technology platform with multiple capabilities and reporting functions. This platform allows KeyBank to process mortgage servicing activities including: (i) performing account maintenance; (ii) tracking borrower communications; (iii) tracking real estate tax escrows and payments, insurance escrows and payments, replacement reserve escrows and operating statement data and rent rolls; (iv) entering and updating transaction data; and (v) generating various reports. KeyBank generally uses the CREFC® format to report to trustees of CMBS transactions and maintains a website (www.keybank.com/key2cre) that provides access to reports and other information to investors in CMBS transactions that KeyBank is the primary servicer or the master servicer.

KeyBank maintains the accounts it uses in connection with servicing commercial mortgage loans.  The following table sets forth the ratings assigned to KeyBank’s long-term deposits and short-term deposits.

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	S&P	Fitch	Moody’s
Long-Term Deposits	A-	A-	Aa3
Short-Term Deposits	A-2	F1	P-1

KeyBank believes that its financial condition will not have any material adverse effect on the performance of its duties under the Pooling and Servicing Agreement and, accordingly, will not have any material adverse impact on the performance of the KeyBank Serviced Loans or the performance of the certificates.

KeyBank has developed policies, procedures and controls for the performance of its servicing obligations in compliance with applicable servicing agreements, servicing standards and the servicing criteria set forth in Item 1122 of Regulation AB under the Securities Act of 1933, as amended. These policies, procedures and controls include, among other things, procedures to (i) notify borrowers of payment delinquencies and other loan defaults, (ii) work with borrowers to facilitate collections and performance prior to the occurrence of a servicing transfer event, (iii) if a servicing transfer event occurs as a result of a delinquency, loss, bankruptcy or other loan default, transfer the subject loan to the special servicer, and (iv) manage delinquent loans and loans subject to the bankruptcy of the borrower.

KeyBank’s servicing policies and procedures for the servicing functions it will perform under the KeyBank Primary Servicing Agreement for assets of the same type included in the COMM 2016-DC2 transaction are updated periodically to keep pace with the changes in the CMBS industry. For example, KeyBank has, in response to changes in federal or state law or investor requirements, (i) made changes in its insurance monitoring and risk-management functions as a result of the Terrorism Risk Insurance Act of 2002 and (ii) established a website where investors and mortgage loan borrowers can access information regarding their investments and mortgage loans.  Otherwise, KeyBank’s servicing policies and procedures have been generally consistent for the last three years in all material respects.

KeyBank is, as the primary servicer of the KeyBank Serviced Loans, generally responsible for the primary servicing functions with respect to the KeyBank Serviced Loans.  KeyBank may from time to time perform some of its servicing obligations under the KeyBank Primary Servicing Agreement through one or more third-party vendors that provide servicing functions such as appraisals, environmental assessments, property condition assessments, property management, real estate brokerage services and other services necessary in the routine course of acquiring, managing and disposing of REO Property.  KeyBank will, in accordance with its internal procedures and applicable law, monitor and review the performance of any third-party vendors retained by it to perform servicing functions, and KeyBank will remain liable for its servicing obligations under the KeyBank Primary Servicing Agreement as if KeyBank had not retained any such vendors.

Generally, all amounts received by KeyBank on the KeyBank Serviced Loans are initially deposited into a common clearing account with collections on other commercial mortgage loans serviced by KeyBank and are then allocated and transferred to the appropriate account within the time required by the KeyBank Primary Servicing Agreement.  Similarly, KeyBank generally transfers any amount that is to be disbursed to a common disbursement account on the day of the disbursement.

KeyBank will not have primary responsibility for custody services of original documents evidencing the KeyBank Serviced Loans.  KeyBank may from time to time have custody of certain of such documents as necessary for enforcement actions involving particular KeyBank Serviced Loans or otherwise.  To the extent that KeyBank has custody of any such documents for any such servicing purposes, such documents will be maintained in a manner consistent with the servicing standard described in the KeyBank Primary Servicing Agreement.

No securitization transaction involving commercial or multifamily mortgage loans in which KeyBank was acting as primary servicer has experienced a servicer event of default as a result of any action or inaction of KeyBank as primary servicer including as a result of KeyBank’s failure to comply with the applicable servicing criteria in connection with any securitization transaction.

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From time to time KeyBank is a party to lawsuits and other legal proceedings as part of its duties as a loan servicer and otherwise arising in the ordinary course of its business.  KeyBank does not believe that any such lawsuits or legal proceedings that are pending at this time would, individually or in the aggregate, have a material adverse effect on its business or its ability to service loans pursuant to the KeyBank Primary Servicing Agreement.  KeyBank is not aware of any lawsuits or legal proceedings, contemplated or pending, by governmental authorities against KeyBank at this time.

Neither KeyBank nor any of its affiliates will retain any certificates issued by the issuing entity or any other economic interest in this securitization. However, KeyBank or its affiliates may own in the future certain classes of certificates. Any such party will have the right to dispose of any such certificates at any time.

The information set forth above under this heading “—KeyBank National Association” has been provided by KeyBank 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 KeyBank Primary Servicing Agreement

KeyBank has acquired the right to be appointed as the primary servicer of the KeyBank Serviced Loans, which are also the mortgage loans to be transferred to the depositor by KeyBank (the “KBNA Transferred Loans”). Accordingly, Wells Fargo Bank, National Association, as master servicer, and KeyBank, as primary servicer, will enter into a Primary Servicing Agreement to be dated as of March 1, 2016 (the “KeyBank Primary Servicing Agreement”). The primary servicing of such KBNA Transferred Loans will be governed by the KeyBank Primary Servicing Agreement. The following summary describes certain provisions of the KeyBank Primary Servicing Agreement relating to the primary servicing and administration of the KBNA Transferred Loans. The summary does not purport to be complete and is subject, and qualified in its entirety, by reference to the provisions of the KeyBank Primary Servicing Agreement.

Pursuant to the KeyBank Primary Servicing Agreement, KeyBank, as primary servicer, on behalf of the master servicer, will be responsible for certain of the obligations of the master servicer with respect to the KBNA Transferred Loans described in “Pooling and Servicing Agreement”, including, but not limited to, collecting monthly payments and escrow and reserve payments, preparing reports and performing annual inspections of the related Mortgaged Property. KeyBank will be responsible for performing the primary servicing of the KBNA Transferred Loans in a manner consistent with the Servicing Standard under the PSA.

KeyBank will have no obligation to make any principal and interest advance or any servicing advances. KeyBank will not make any Major Decisions without the prior written approval of the master servicer. Such consent will be subject to the consent of the special servicer. The master servicer will request any such approvals or any Rating Agency Confirmation, if applicable.

As compensation for its activities under the KeyBank Primary Servicing Agreement, KeyBank will be paid a primary servicing fee with respect to the KBNA Transferred Loans only to the extent that the master servicer receives the servicing fee with respect to such KBNA Transferred Loans under the PSA. KeyBank will be entitled to certain additional servicing compensation with respect to the KBNA Transferred Loans, including, but not limited to, a portion of Modification Fees, assumption fees and defeasance fees, but only from amounts to which the master servicer is entitled under the PSA.

KeyBank and its officers, agents, affiliates or employees (the “KeyBank Parties”) will have no liability to the master servicer for any action taken or from refraining from the taking of any action, in good faith pursuant to the KeyBank Primary Servicing Agreement, or for errors in judgment; provided, however, this will not protect KeyBank Parties against any breach of representations or warranties made in the KeyBank Primary Servicing Agreement, or against any liability which would otherwise be imposed on KeyBank by reason of its willful misconduct, bad faith, fraud or negligence (or by reason of any specific liability imposed under the KeyBank Primary Servicing Agreement for a breach of the Servicing Standard)

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in the performance of its obligations or duties under the KeyBank Primary Servicing Agreement or by reason of its negligent disregard of its obligations or duties under the KeyBank Primary Servicing Agreement. The KeyBank Parties will be indemnified and held harmless by the master servicer against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other costs, liabilities or expenses that KeyBank may sustain arising from or as a result of any willful misconduct, bad faith, fraud or negligence of the master servicer in the performance of its obligations and duties under the KeyBank Primary Servicing Agreement or by reason of negligent disregard by the master servicer of its duties and obligations hereunder or by reason of breach of any representations or warranties made in the KeyBank Primary Servicing Agreement.

KeyBank will indemnify and hold harmless the master servicer and its partners, directors, officers, agents or employees against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other costs, liabilities or expenses that the master servicer may sustain arising from or as a result of any willful misconduct, bad faith, fraud or negligence of KeyBank in the performance of its obligations and duties under the KeyBank Primary Servicing Agreement or by reason of negligent disregard by KeyBank of its duties and obligations hereunder or by reason of breach of any representations or warranties made in the KeyBank Primary Servicing Agreement.

The KeyBank Primary Servicing Agreement will be terminated with respect to KeyBank if any of the following occurs:

· the master servicer (or the depositor to the extent the depositor has the right to terminate KeyBank under the PSA) elects to terminate KeyBank following a an event of default under the KeyBank Primary Servicing Agreement;

· upon resignation by KeyBank;

· at the option of the purchaser of any KBNA Transferred Loan pursuant to the terms of the PSA; provided that any such termination pursuant to this clause will only be effective with respect to the KBNA Transferred Loan and not with respect to the entire agreement;

· upon the later of the final payment or other liquidation of the last KBNA Transferred Loan and disposition of all REO Property and remittance of all funds thereunder;

· upon termination of the PSA; or

· by mutual consent of KeyBank and the master servicer in writing.

Notwithstanding the foregoing, upon any termination of KeyBank, KeyBank will be entitled to receive all accrued and unpaid primary servicing fees through the date of termination and is required to cooperate fully with the master servicer to transition primary servicing of the KBNA Transferred Loans to the master servicer or its designee.

The foregoing information regarding the KeyBank Primary Servicing Agreement set forth in this “Summary of KeyBank Primary Servicing Agreement” section has been provided by KeyBank.

The Operating Advisor and Asset Representations Reviewer

Park Bridge Lender Services LLC (“Park Bridge Lender Services”), a New York limited liability company and an indirect, wholly owned subsidiary of Park Bridge Financial LLC (“Park Bridge Financial”), will act as operating advisor with respect to each Mortgage Loan (other than Non-Serviced Mortgage Loans and Servicing Shift Mortgage Loans) and Serviced Whole Loan (other than Servicing Shift Whole Loans). Park Bridge Lender Services will also act as asset representations reviewer under the PSA with respect to each Mortgage Loan. Park Bridge Lender Services has an address at 41 Watchung Plaza, Suite 250, Montclair, New Jersey 07042 and its telephone number is (212) 230-9090.

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Park Bridge Financial is a privately held commercial real estate finance advisory firm headquartered in New York, New York. Since its founding in 2009, Park Bridge Financial and its affiliates have been engaged by commercial banks (community, regional and multi-national), opportunity funds, REITs, investment banks, insurance companies, entrepreneurs and hedge funds on a wide variety of advisory assignments. These engagements have included: mortgage brokerage, loan syndication, contract underwriting, valuations, risk assessments, surveillance, litigation support, expert testimony, loan restructures as well as the disposition of commercial mortgages and related collateral.

Park Bridge Financial’s technology platform is server-based with back-up, disaster-recovery and encryption services performed by vendors and data centers that comply with industry and regulatory standards.

As of December 31, 2015, Park Bridge Lender Services was acting as operating advisor or trust advisor for CMBS transactions with an approximate aggregate initial principal balance of $73.8 billion issued in 68 transactions.

Park Bridge Lender Services is currently acting as asset representations reviewer for five CMBS transactions with an approximate aggregate initial principal balance of $4.5 billion.

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

The foregoing information under this heading “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” has been provided by Park Bridge Lender Services.

For a description of any material affiliations, relationships and related transactions between the operating advisor and the other transaction parties, see “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”.

The operating advisor and the asset representations reviewer will only be liable under the PSA to the extent of their respective obligations specifically imposed by the PSA. For further information regarding the duties, responsibilities, rights and obligations of the operating advisor and the asset representations reviewer under the PSA, including those related to indemnification, see “Pooling and Servicing Agreement—The Operating Advisor”, “Pooling and Servicing Agreement—The Asset Representations Reviewer” and “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”. Certain terms of the PSA regarding the operating advisor’s and asset representations reviewer’s removal, replacement, resignation or transfer are described in “Pooling and Servicing Agreement—The Operating Advisor” and “Pooling and Servicing Agreement—The Asset Representations Reviewer”, as applicable.

Description of the Certificates

General

The certificates will be issued pursuant to the pooling and servicing agreement (the “PSA”), between the depositor, the master servicer, the special servicer, the trustee, the certificate administrator, the operating advisor and the asset representations reviewer and will represent in the aggregate the entire ownership interest in the issuing entity. The assets of the issuing entity will consist of: (1) the Mortgage Loans and all payments under and proceeds of the Mortgage Loans received after the Cut-off Date (exclusive of payments of principal and/or interest due on or before the Cut-off Date and interest relating to periods prior to, but due after, the Cut-off Date); (2) any REO Property but, with respect to any Whole Loan, only to the extent of the issuing entity’s interest in such Whole Loan; (3) those funds or assets as from time to time are deposited in the Securitization Accounts described in “Pooling and Servicing Agreement—Accounts” (but, with respect to any Whole Loan, only to the extent of the issuing entity’s interest in such Whole Loan), if established; (4) the rights of the mortgagee under all insurance policies

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with respect to its Mortgage Loans; and (5) certain rights of the depositor under each MLPA relating to Mortgage Loan document delivery requirements and the representations and warranties of each mortgage loan seller regarding the Mortgage Loans it sold to the depositor.

The COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2 will consist of the following classes: Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class A-M, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class V and Class R.

One or more of such classes will also be collectively referred to the following groups of certificates:

“Offered Certificates”:	Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class A-M, Class B and Class C
“Non-Offered Certificates”:	Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G, Class H, Class V and Class R
“Sequential Pay Certificates”:	Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C, Class D, Class E, Class F, Class G and Class H
“Class A Certificates”:	Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5 and Class A-M
“Class X Certificates”:	Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-F
“Senior Certificates”:	Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-F
“Subordinate Certificates”:	Class A-M, Class B, Class C, Class D, Class E, Class F, Class G and Class H
“Residual Certificates”:	Class R
“Regular Certificates”:	Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class A-M, Class B, Class C, Class D, Class E, Class F, Class G and Class H

Upon initial issuance, the Sequential Pay Certificates will have the respective Certificate Balances, and the Class X Certificates will have the respective Notional Amounts, shown below (in each case, subject to a variance of plus or minus 5%):

Class	Initial Certificate Balance or Notional Amount
Offered Certificates
A-1	$	35,639,000
A-2	$	4,483,000
A-3	$	15,740,000
A-SB	$	60,282,000
A-4	$	200,000,000
A-5	$	248,192,000
X-A	$	614,723,000
A-M	$	50,387,000
B	$	40,310,000
C	$	42,325,000
Non-Offered Certificates
X-B	$	82,635,000
X-C	$	42,326,000
X-D	$	23,178,000
X-E	$	14,108,000
X-F	$	29,225,159
D	$	42,326,000
E	$	13,100,000
F	$	10,078,000
G	$	14,108,000
H	$	29,225,159
V		N/A
R		N/A

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The “Certificate Balance” of any class of Sequential Pay Certificates outstanding at any time represents the maximum amount that its holders are entitled to receive as distributions allocable to principal from the cash flow on the Mortgage Loans and the other assets in the issuing entity, all as described in this prospectus. On each Distribution Date, the Certificate Balance of each class of Sequential Pay Certificates will be reduced by any distributions of principal actually made on, and by any Realized Losses actually allocated to, that class of Sequential Pay Certificates on that Distribution Date. In the event that Realized Losses previously allocated to a class of Sequential Pay Certificates in reduction of its Certificate Balance are recovered subsequent to such Certificate Balance being reduced to zero, holders of such class of Sequential Pay Certificates may receive distributions in respect of such recoveries in accordance with the distribution priorities described in “—Distributions—Priority of Distributions” below.

The Class X Certificates will not have Certificate Balances, nor will they entitle their holders to distributions of principal (other than the payment of $100 on the first Distribution Date in respect of the Class X-B certificates which will be deemed a payment of principal on the principal balance of the Class X-B certificates for federal income tax purposes), but the Class X Certificates will represent the right to receive distributions of interest in an amount equal to the aggregate interest accrued on their respective notional amounts (each, a “Notional Amount”). The Notional Amount of the Class X-A certificates will equal the aggregate of the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5 and Class A-M certificates. The initial Notional Amount of the Class X-A certificates will be approximately $614,723,000. The Notional Amount of the Class X-B certificates will equal the aggregate of the Certificate Balances of the Class B and Class C certificates. The initial Notional Amount of the Class X-B certificates will be approximately $82,635,000. The Notional Amount of the Class X-C certificates will equal the Certificate Balance of the Class D certificates. The initial Notional Amount of the Class X-C certificates will be approximately $42,326,000. The Notional Amount of the Class X-D certificates will equal the aggregate of the Certificate Balances of the Class E and Class F certificates. The initial Notional Amount of the Class X-D certificates will be approximately $23,178,000. The Notional Amount of the Class X-E certificates will equal the Certificate Balance of the Class G certificates. The initial Notional Amount of the Class X-E certificates will be approximately $14,108,000. The Notional Amount of the Class X-F certificates will equal the Certificate Balance of the Class H certificates. The initial Notional Amount of the Class X-F certificates will be approximately $29,225,159.

The Class V certificates will not have a Certificate Balance nor will they entitle their holders to distributions of principal, but the Class V certificates will represent the right to receive Excess Interest received on each ARD Loan.

“Excess Interest” with respect to each ARD Loan is the interest accrued on the related outstanding principal balance at the Revised Rate in respect of such ARD Loan in excess of the interest accrued at the Initial Rate, plus any related interest accrued on such amounts, to the extent permitted by applicable law and the related Mortgage Loan documents.

The Residual Certificates will not have a Certificate Balance or entitle their holders to distributions of principal or interest.

The Mortgage Loans will be held by the Lower-Tier REMIC. The certificates (other than the Class V certificates) will be issued by the Upper-Tier REMIC (collectively with the Lower-Tier REMIC, the “Trust REMICs”). The Class V certificates will be issued by the grantor trust (the “Grantor Trust”).

Distributions

Method, Timing and Amount

Distributions on the certificates are required to be made by the certificate administrator, to the extent of available funds as described in this prospectus, on the 4th business day following each Determination Date (each, a “Distribution Date”). The “Determination Date” will be the 6th day of each calendar month (or, if the 6th calendar day of that month is not a business day, then the next business day) commencing in April 2016.

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All distributions (other than the final distribution on any certificate) are required to be made to the Certificateholders in whose names the certificates are registered at the close of business on each Record Date. With respect to any Distribution Date, the “Record Date” will be the last business day of the month preceding the month in which that Distribution Date occurs. These distributions are required to 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 to accept such funds, if the Certificateholder has provided the certificate administrator with written wiring instructions no less than 5 business days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions) or otherwise by check mailed to the Certificateholder. The final distribution on any certificate is required to be made in like manner, but only upon presentation and surrender of the certificate at the location that will be specified in a notice of the pendency of the final distribution.

The master servicer is authorized but not required to direct the investment of funds held in the Collection Account in U.S. government securities and other obligations that satisfy criteria established by the Rating Agencies (“Permitted Investments”). The master servicer will be entitled to retain any interest or other income earned on such funds and the master servicer will be required to bear any losses resulting from the investment of such funds, as provided in the PSA. The certificate administrator is authorized but not required to direct the investment of funds held in the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Interest Reserve Account, the Interest Distribution Account and the Gain-on-Sale Reserve Account in Permitted Investments. The certificate administrator will be entitled to retain any interest or other income earned on such funds and the certificate administrator will be required to bear any losses resulting from the investment of such funds, as provided in the PSA.

Available Funds

The aggregate amount available for distribution to holders of the certificates on each Distribution Date (the “Available Funds”) will, in general, equal the sum of the following amounts (without duplication):

(a)     the aggregate amount of all cash received on the Mortgage Loans (in the case of any Non-Serviced Mortgage Loan, only to the extent received by the issuing entity pursuant to the related Non-Serviced PSA and any REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required to be deposited by the master servicer) that is on deposit in the Collection Account (in each case, exclusive of any amount on deposit in the Collection Account that is held for the benefit of the holder of any related Companion Loan), as of the Master Servicer Remittance Date, exclusive of (without duplication):

· all scheduled payments of principal and/or interest (the “Periodic Payments”) and any balloon payments paid by the borrowers of a Mortgage Loan that are due on a Due Date (without regard to grace periods) after the end of the related Collection Period (without regard to grace periods), excluding interest relating to periods prior to, but due after, the Cut-off Date;

· all unscheduled payments of principal (including prepayments), unscheduled interest, liquidation proceeds, net insurance proceeds and Insurance and Condemnation Proceeds and other unscheduled recoveries received subsequent to the related Determination Date (or, with respect to voluntary prepayments of principal of each Mortgage Loan with a Due Date occurring after the related Determination Date, subsequent to the related Due Date) allocable to the Mortgage Loans;

· all amounts in the Collection Account that are due or reimbursable to any person other than the Certificateholders;

· with respect to each Actual/360 Loan and any Distribution Date occurring in each February and in any January occurring in a year that is not a leap year (unless such Distribution Date is the final Distribution Date), the related Withheld Amount to the extent those funds are on deposit in the Collection Account;

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· all Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Class V certificates);

· all yield maintenance charges and prepayment premiums;

· all amounts deposited in the Collection Account in error; and

· any late payment charges or accrued interest on a Mortgage Loan allocable to the default interest rate for such Mortgage Loan, to the extent permitted by law, excluding any interest calculated at the Mortgage Rate for the related Mortgage Loan;

(b)     if and to the extent not already included in clause (a), the aggregate amount transferred from the REO Account allocable to the Mortgage Loans to the Collection Account for such Distribution Date;

(c)     P&I Advances made by the master servicer or the trustee, as applicable, with respect to the Distribution Date (net of certain amounts that are due or reimbursable to persons other than the Certificateholders);

(d)     with respect to the initial Distribution Date, the interest deposit amount (net of an amount accrued at the Administrative Cost Rate), if any; and

(e)     with respect to each Actual/360 Loan and any Distribution Date occurring in each March (or February, if such Distribution Date is the final Distribution Date), the related Withheld Amounts as required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to the PSA.

The “Collection Period” for each Distribution Date and any Mortgage Loan (including any related Companion Loan) will be the period commencing on the day immediately following the Due Date for such Mortgage Loan (including any related Companion Loan) in the month preceding the month in which that Distribution Date occurs or the date that would have been the Due Date if such Mortgage Loan (including any related Companion Loan) had a Due Date in such preceding month and ending on and including the Due Date for such Mortgage Loan (including any related Companion Loan) occurring in the month in which that Distribution Date occurs. Notwithstanding the foregoing, in the event that the last day of a Collection Period (or applicable grace period) is not a business day, any Periodic Payments received with respect to Mortgage Loans (including any related Companion Loan) relating to such Collection Period on the business day immediately following such day will be deemed to have been received during such Collection Period and not during any other Collection Period.

“Due Date” means, with respect to each Mortgage Loan (including any Companion Loan), the date on which scheduled payments of principal, interest or both are required to be made by the related borrower.

Priority of Distributions

On each Distribution Date, for so long as the Certificate Balances or Notional Amounts of the Regular Certificates have not been reduced to zero, the certificate administrator is required to apply amounts on deposit in the Distribution Account, to the extent of the Available Funds, in the following order of priority:

First, to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-F certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the respective Interest Distribution Amount for such Classes;

Second, to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, in reduction of the Certificate Balances thereof, in the following priority:

(a)     first, to the Class A-SB certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of

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the Class A-SB certificates has been reduced to the Planned Principal Balance as set forth on Annex E for such Distribution Date;

(b)     then, to the Class A-1 certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after distributions on the Class A-SB certificates pursuant to clause (a) above) for such Distribution Date, until the Certificate Balance of the Class A-1 certificates has been reduced to zero;

(c)     then, to the Class A-2 certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after distributions on the Class A-1 and Class A-SB certificates pursuant to clauses (a) and (b) above) for such Distribution Date, until the Certificate Balance of the Class A-2 certificates has been reduced to zero;

(d)     then, to the Class A-3 certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after distributions on the Class A-1, Class A-2 and Class A-SB certificates pursuant to clauses (a), (b) and (c) above) for such Distribution Date, until the Certificate Balance of the Class A-3 certificates has been reduced to zero;

(e)     then, to the Class A-4 certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after distributions on the Class A-1, Class A-2, Class A-3 and Class A-SB certificates pursuant to clauses (a), (b), (c) and (d) above) for such Distribution Date, until the Certificate Balance of the Class A-4 certificates has been reduced to zero;

(f)     then, to the Class A-5 certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after distributions on the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-4 certificates pursuant to clauses (a), (b), (c), (d) and (e) above) for such Distribution Date, until the Certificate Balance of the Class A-5 certificates has been reduced to zero; and

(g)     then, to the Class A-SB certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after distributions on the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates pursuant to clauses (a), (b), (c), (d), (e) and (f) above) for such Distribution Date, until the Certificate Balance of the Class A-SB certificates has been reduced to zero;

Third, to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, up to an amount equal to, and pro rata, based upon the aggregate unreimbursed Realized Losses previously allocated to each such class;

Fourth, to the Class A-M certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;

Fifth, to the Class A-M certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Sixth, to the Class A-M certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class;

Seventh, to the Class B certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;

Eighth, to the Class B certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

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Ninth, to the Class B certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class;

Tenth, to the Class C certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;

Eleventh, to the Class C certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Twelfth, to the Class C certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class;

Thirteenth, to the Class D certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;

Fourteenth, to the Class D certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Fifteenth, to the Class D certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class;

Sixteenth, to the Class E certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;

Seventeenth, to the Class E Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Eighteenth, to the Class E certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class;

Nineteenth, to the Class F certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;

Twentieth, to the Class F certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Twenty-first, to the Class F certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class;

Twenty-second, to the Class G certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;

Twenty-third, to the Class G certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Twenty-fourth, to the Class G certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class;

Twenty-fifth, to the Class H certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;

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Twenty-sixth, to the Class H certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Twenty-seventh, to the Class H certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class; and

Twenty-eighth, to the Class R certificates as specified in the PSA.

Notwithstanding the foregoing, on each Distribution Date occurring on or after the Crossover Date, regardless of the allocation of principal payments described in priority Second above, the Principal Distribution Amount for such Distribution Date will be distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the Certificate Balance of each such Class is reduced to zero, and without regard to the Class A-SB Planned Principal Balance. The “Crossover Date” is the Distribution Date on which the Certificate Balance of each of the Class A-M, Class B, Class C, Class D, Class E, Class F, Class G and Class H certificates is (or will be) reduced to zero. None of the Class X Certificates will be entitled to any distribution of principal.

Reimbursement of previously allocated Realized Losses will not constitute distributions of principal for any purpose and will not result in an additional reduction in the Certificate Balance of the class of certificates in respect of which a reimbursement is made.

Pass-Through Rates

The interest rate (the “Pass-Through Rate”) applicable to each class of the Sequential Pay Certificates for any Distribution Date will equal the rates set forth below:

The Pass-Through Rate on the Class A-1 certificates will be a per annum rate equal to 1.820%.

The Pass-Through Rate on the Class A-2 certificates will be a per annum rate equal to 2.301%.

The Pass-Through Rate on the Class A-3 certificates will be a per annum rate equal to 3.169%.

The Pass-Through Rate on the Class A-SB certificates will be a per annum rate equal to 3.550%.

The Pass-Through Rate on the Class A-4 certificates will be a per annum rate equal to 3.497%.

The Pass-Through Rate on the Class A-5 certificates will be a per annum rate equal to 3.765%.

The Pass-Through Rate on the Class A-M certificates will be a per annum rate equal to 4.243%.

The Pass-Through Rate on the Class B certificates will be a per annum rate equal to the WAC Rate for the related Distribution Date.

The Pass-Through Rate on the Class C certificates will be a per annum rate equal to the WAC Rate for the related Distribution Date.

The Pass-Through Rate on the Class D certificates will be a per annum rate equal to the WAC Rate for the related Distribution Date, minus 0.750%, but no less than 0.000%.

The Pass-Through Rate on the Class E certificates will be a per annum rate equal to 2.750%.

The Pass-Through Rate on the Class F certificates will be a per annum rate equal to 2.750%.

The Pass-Through Rate on the Class G certificates will be a per annum rate equal to 2.750%.

The Pass-Through Rate on the Class H certificates will be a per annum rate equal to 2.750%.   

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The Pass-Through Rate for the Class X-A certificates for any Distribution Date will equal the excess, if any, of (a) the WAC Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through Rates on the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5 and Class A-M certificates for such Distribution Date, weighted on the basis of their respective Certificate Balances immediately prior to that Distribution Date.

The Pass-Through Rate for the Class X-B certificates for any Distribution Date will equal the excess, if any of (a) the WAC Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through Rates on the Class B and Class C certificates for such Distribution Date, weighted on the basis of their respective Certificate Balances immediately prior to that Distribution Date.

The Pass-Through Rate for the Class X-C certificates for any Distribution Date will equal the excess, if any of (a) the WAC Rate for the related Distribution Date, over (b) the Pass-Through Rate on the Class D certificates for such Distribution Date.

The Pass-Through Rate for the Class X-D certificates for any Distribution Date will equal the excess, if any of (a) the WAC Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through Rates on the Class E and Class F certificates for such Distribution Date, weighted on the basis of their respective Certificate Balances immediately prior to that Distribution Date.

The Pass-Through Rate for the Class X-E certificates for any Distribution Date will equal the excess, if any of (a) the WAC Rate for the related Distribution Date, over (b) the Pass-Through Rate on the Class G certificates for such Distribution Date.

The Pass-Through Rate for the Class X-F certificates for any Distribution Date will equal the excess, if any of (a) the WAC Rate for the related Distribution Date, over (b) the Pass-Through Rate on the Class H certificates for such Distribution Date.

The Class V certificates will not have a Pass-Through Rate or be entitled to distributions in respect of interest other than Excess Interest, if any, with respect to each ARD Loan.

The “WAC Rate” with respect to any Distribution Date is equal to the weighted average of the applicable Net Mortgage Rates of the Mortgage Loans as of the first day of the related Collection Period, weighted on the basis of their respective Stated Principal Balances as of the first day of such Collection Period (after giving effect to any payments received during any applicable grace period).

The “Net Mortgage Rate” for each Mortgage Loan is equal to the related Mortgage Rate then in effect (without regard to any increase in the interest rate of any ARD Loan after the related Anticipated Repayment Date), less the related Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through Rates and Withheld Amounts, the Net Mortgage Rate for any Mortgage Loan will be determined without regard to any modification, waiver or amendment of the terms of the related Mortgage Loan, whether agreed to by the master servicer, the special servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related borrower. Notwithstanding the foregoing, for Mortgage Loans that do not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then, solely for purposes of calculating the Pass-Through Rate on the Regular Certificates, the Net Mortgage Rate of any Mortgage Loan for any one-month period preceding a related Due Date will be the annualized rate at which interest would have to accrue in respect of the Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually required to be paid in respect of the Mortgage Loan during the one-month period at the related Net Mortgage Rate; provided, however, that with respect to each Actual/360 Loan, the Net Mortgage Rate for the one-month period (1) prior to the Due Dates in January and February in any year which is not a leap year or in February in any year which is a leap year (in either case, unless the related Distribution Date is the final Distribution Date) will be determined exclusive of Withheld Amounts, and (2) prior to the Due Date in March (or February, if the related Distribution Date is the final Distribution Date), will be determined inclusive of Withheld Amounts for the immediately preceding February and January, as applicable.

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“Administrative Cost Rate” for each Mortgage Loan as of any date of determination will be a per annum rate set forth in Annex A-1 for such Mortgage Loan equal to the sum of the Servicing Fee Rate, the Certificate Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate and the CREFC^® Intellectual Property Royalty License Fee Rate. With respect to any Non-Serviced Mortgage Loan, the Administrative Cost Rate set forth on Annex A-1 also includes the related Pari Passu Loan Primary Servicing Fee Rate.

“Pari Passu Loan Primary Servicing Fee Rate” with respect to any Non-Serviced Mortgage Loan, is the “primary servicing fee rate” (as defined or set forth in the applicable pooling and servicing agreement) and any other related servicing fee rate (other than those payable to the applicable special servicer) applicable to such Non-Serviced Mortgage Loan that constitutes a portion of the “servicing fee rate” applicable to the Non-Serviced Master Servicer under the related Non-Serviced PSA. The Pari Passu Loan Primary Servicing Fee Rate for (A) each Servicing Shift Mortgage Loan will be such amount as set forth in the related Servicing Shift PSA on and after the related Servicing Shift Securitization Date, (B) the Promenade Gateway Mortgage Loan will be 0.0025% and (C) the Santa Monica Multifamily Portfolio Mortgage Loan will be 0.0025%.

“Mortgage Rate” with respect to any Mortgage Loan or any related Companion Loan is the per annum rate at which interest accrues on the Mortgage Loan or the related Companion Loan as stated in the related Mortgage Note or the promissory note evidencing such Companion Loan without giving effect to any default rate or Revised Rate.

Interest Distribution Amount

The “Interest Distribution Amount” with respect to any Distribution Date and each class of Regular Certificates will equal (A) the sum of (i) the Interest Accrual Amount with respect to such class for such Distribution Date and (ii) the Interest Shortfall, if any, with respect to such class for such Distribution Date, less (B) any Excess Prepayment Interest Shortfall allocated to such class on such Distribution Date.

The “Interest Accrual Amount” with respect to any Distribution Date and any class of Regular Certificates is equal to interest for the related Interest Accrual Period accrued at the Pass-Through Rate for such class on the Certificate Balance or Notional Amount, as applicable, for such class immediately prior to that Distribution Date. Calculations of interest for each Interest Accrual Period will be made on 30/360 Basis.

An “Interest Shortfall” with respect to any Distribution Date for any class of Regular Certificates is the portion of the Interest Distribution Amount for such class remaining unpaid as of the close of business on the preceding Distribution Date.

The “Interest Accrual Period” for each Distribution Date will be the calendar month immediately preceding the month in which that Distribution Date occurs.

Principal Distribution Amount

The “Principal Distribution Amount” for any Distribution Date will be equal to the sum of the following amounts:

(a)  the Principal Shortfall for that Distribution Date,

(b)  the Scheduled Principal Distribution Amount for that Distribution Date, and

(c)  the Unscheduled Principal Distribution Amount for that Distribution Date;

provided that the Principal Distribution Amount for any Distribution Date will be reduced, to not less than zero, by the amount of any reimbursements of:

(A)  Nonrecoverable Advances (including any servicing advance with respect to a Non-Serviced Mortgage Loan under the related Non-Serviced PSA reimbursed out of general collections on the

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Mortgage Loans), with interest on such Nonrecoverable Advances at the Reimbursement Rate, that are paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date, and

(B)     Workout-Delayed Reimbursement Amounts paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date,

provided, further, that in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including REO Loans) are subsequently recovered on the related Mortgage Loan (or REO Loan), such recovery will increase the Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs.

The “Scheduled Principal Distribution Amount” for each Distribution Date will equal the aggregate of the principal portions of (a) all Periodic Payments (excluding balloon payments) with respect to the Mortgage Loans due during or, if and to the extent not previously received or advanced and distributed to Certificateholders on a preceding Distribution Date, prior to the related Collection Period and all Assumed Scheduled Payments with respect to the Mortgage Loans for the related Collection Period, in each case to the extent paid by the related borrower as of the related Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring, or a grace period ending, after the related Determination Date, the related Due Date or, last day of such grace period, as applicable, to the extent received by the master servicer as of the business day preceding the Master Servicer Remittance Date) or advanced by the master servicer or the trustee, as applicable, and (b) all balloon payments with respect to the Mortgage Loans to the extent received on or prior to the related Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring, or a grace period ending, after the related Determination Date, the related Due Date or, last day of such grace period, as applicable, to the extent received by the master servicer as of the business day preceding the Master Servicer Remittance Date), and to the extent not included in clause (a) above. The Scheduled Principal Distribution Amount from time to time will include all late payments of principal made by a borrower with respect to the Mortgage Loans, including late payments in respect of a delinquent balloon payment, received by the times described above in this definition, except to the extent those late payments are otherwise available to reimburse the master servicer or the trustee, as the case may be, for prior Advances, as described above.

The “Unscheduled Principal Distribution Amount” for each Distribution Date will equal the aggregate of the following: (a) all prepayments of principal received on the Mortgage Loans as of the Determination Date; and (b) the principal portion of any other collections (exclusive of payments by borrowers) received on the Mortgage Loans and any REO Properties on or prior to the related Determination Date whether in the form of Liquidation Proceeds, Insurance and Condemnation Proceeds, net income, rents, and profits from REO Property or otherwise, that were identified and applied by the master servicer as recoveries of previously unadvanced principal of the related Mortgage Loan; provided that all such Liquidation Proceeds and Insurance and Condemnation Proceeds will be reduced by any unpaid Special Servicing Fees, Liquidation Fees, any amount related to the Loss of Value Payments to the extent that such amount was transferred into the Collection Account during the related collection period, accrued interest on Advances and other additional trust fund expenses incurred in connection with the related Mortgage Loan, thus reducing the Unscheduled Principal Distribution Amount.

The “Assumed Scheduled Payment” for any Collection Period and with respect to any Mortgage Loan, as the case may be, that is delinquent in respect of its balloon payment or any REO Loan (excluding, for purposes of any P&I Advances, the portion allocable to any related Companion Loan), is an amount equal to the sum of (a) the principal portion of the Periodic Payment that would have been due on such Mortgage Loan or REO Loan on the related Due Date based on the constant payment required by such related Mortgage Note or the original amortization schedule of the Mortgage Loan (as calculated with interest at the related Mortgage Rate), if applicable, assuming the related balloon payment has not become due, after giving effect to any reduction in the principal balance occurring in connection with a modification, a default or a bankruptcy modification (or similar proceeding), and (b) interest on the Stated Principal Balance of that Mortgage Loan or REO Loan (excluding, for purposes of any P&I Advances, the

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portion allocable to any related Companion Loan) at its Mortgage Rate (net of the related Servicing Fees (other than in the case of any Non-Serviced Mortgage Loan, the servicing fee rate pursuant to the applicable Non-Serviced PSA)).

The “Principal Shortfall” for any Distribution Date means the amount, if any, by which (1) the Principal Distribution Amount for the prior Distribution Date exceeds (2) the aggregate amount actually distributed on the preceding Distribution Date in respect of such Principal Distribution Amount.

The “Class A-SB Planned Principal Balance” for any Distribution Date is the balance shown for such Distribution Date in the table set forth in Annex E. Such balances were calculated using, among other things, certain weighted average life assumptions. See “Yield and Maturity Considerations—Weighted Average Life”. Based on such assumptions, the Certificate Balance of the Class A-SB certificates on each Distribution Date would be expected to be reduced to the balance indicated for such Distribution Date in the table set forth in Annex E. We cannot assure you, however, that the Mortgage Loans will perform in conformity with our assumptions. Therefore, we cannot assure you that the balance of the Class A-SB certificates on any Distribution Date will be equal to the balance that is specified for such Distribution Date in the table.

Certain Calculations with Respect to Individual Mortgage Loans

The “Stated Principal Balance” of each Mortgage Loan will initially equal its Cut-off Date Balance and, on each Distribution Date, will be reduced by the amount of principal payments received on such Mortgage Loan or advanced for such Distribution Date. With respect to any Companion Loan on any date of determination, the Stated Principal Balance will equal the unpaid principal balance of such Companion Loan as of such date. With respect to any Whole Loan on any date of determination, the Stated Principal Balance of such Whole Loan will be the sum of the Stated Principal Balance of the related Mortgage Loan and each related Companion Loan on such date. The Stated Principal Balance of a Mortgage Loan or Whole Loan may also be reduced in connection with any modification that reduces the principal amount due on such Mortgage Loan or Whole Loan, as the case may be, or any forced reduction of its actual unpaid principal balance imposed by a court presiding over a bankruptcy proceeding in which the related borrower is the debtor. See “Certain Legal Aspects of Mortgage Loans”. If any Mortgage Loan or Whole Loan is paid in full or the Mortgage Loan or Whole Loan (or any Mortgaged Property acquired in respect of the Mortgage Loan or Whole Loan) is otherwise liquidated, then, as of the first Distribution Date that follows the end of the Collection Period in which that payment in full or liquidation occurred and notwithstanding that a loss may have occurred in connection with any liquidation, the Stated Principal Balance of the Mortgage Loan or Whole Loan will be zero.

For purposes of calculating allocations of, or recoveries in respect of, Realized Losses, as well as for purposes of calculating the Servicing Fee and Certificate Administrator/Trustee Fee payable each month, each REO Property (including any REO Property with respect to any Non-Serviced Mortgage Loan held pursuant to the related Non-Serviced PSA) will be treated as if there exists with respect to such REO Property an outstanding Mortgage Loan and, if applicable, each related Companion Loan (an “REO Loan”), and all references to Mortgage Loan or Companion Loan and Mortgage Pool in this prospectus, when used in that context, will be deemed to also be references to or to also include, as the case may be, any REO Loans. Each REO Loan will generally be deemed to have the same characteristics as its actual predecessor Mortgage Loan (including any related Companion Loan), including the same fixed Mortgage Rate (and, accordingly, the same Net Mortgage Rate) and the same unpaid principal balance and Stated Principal Balance. Amounts due on the predecessor Mortgage Loan (including any related Companion Loan) including any portion of it payable or reimbursable to the master servicer, the special servicer, the operating advisor, the asset representations reviewer, the certificate administrator or the trustee, as applicable, will continue to be “due” in respect of the REO Loan; and amounts received in respect of the related REO Property, net of payments to be made, or reimbursement to the master servicer for payments previously advanced, in connection with the operation and management of that property, generally will be applied by the master servicer as if received on the predecessor Mortgage Loan or any related Companion Loan.

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With respect to each Serviced Whole Loan, no amounts relating to the related REO Property or REO Loan allocable to any related Companion Loan will be available for amounts due to the Certificateholders or to reimburse the issuing entity, other than in the limited circumstances related to Servicing Advances, indemnification, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan incurred with respect to such Serviced Whole Loan in accordance with the PSA.

Excess Interest

On each Distribution Date, the certificate administrator is required to distribute any Excess Interest received with respect to each ARD Loan on or prior to the related Determination Date to the holders of the Class V certificates. Excess Interest will not be available to make distributions to any other class of certificates or to provide credit support for other classes of certificates or offset any interest shortfalls or to pay any other amounts to any other party under the PSA.

Application Priority of Mortgage Loan Collections or Whole Loan Collections

Absent express provisions in the related Mortgage Loan documents (and, with respect to each Serviced Whole Loan, the related Intercreditor Agreement), all amounts collected by or on behalf of the issuing entity in respect of any Mortgage Loan in the form of payments from the related borrower, Liquidation Proceeds and Insurance and Condemnation Proceeds (excluding, if applicable, in the case of each Serviced Whole Loan, any amounts payable to the holder of the related Companion Loan(s) pursuant to the related Intercreditor Agreement) will be deemed to be allocated for purposes of collecting amounts due under the Mortgage Loan, pursuant to the PSA, in the following order of priority:

First, as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the issuing entity;

Second, as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of Principal Distribution Amount);

Third, to the extent not previously allocated pursuant to clause First, as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess of (i) accrued and unpaid interest on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual period, over (ii) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to clause Fifth below on earlier dates);

Fourth, to the extent not previously allocated pursuant to clause First, as a recovery of principal of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);

Fifth, as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause Fifth on earlier dates);

Sixth, as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items relating to such Mortgage Loan;

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Seventh, as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;

Eighth, as a recovery of any yield maintenance charge or prepayment premium then due and owing under such Mortgage Loan;

Ninth, as a recovery of any late payment charges and default interest and Excess Interest then due and owing under such Mortgage Loan;

Tenth, as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;

Eleventh, as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees);

Twelfth, as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and

Thirteenth, in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest,

provided that, to the extent required under the REMIC provisions of the Code, payments or proceeds received (or receivable by exercise of the lender’s rights under the related Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation) at a time when the loan-to-value ratio of the related Mortgage Loan or Serviced Whole Loan exceeds 125%, or would exceed 125% following any partial release (based solely on the value of real property and excluding personal property and going concern value, if any) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan in the manner permitted by such REMIC provisions.

Collections by or on behalf of the issuing entity in respect of any REO Property (exclusive of the amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced Whole Loan, exclusive of any amounts payable to the holder of any related Companion Loan, as applicable, pursuant to the related Intercreditor Agreement) will be deemed to be allocated for purposes of collecting amounts due under the Mortgage Loan, pursuant to the PSA, in the following order of priority:

First, as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the issuing entity with respect to the related Mortgage Loan;

Second, as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of Principal Distribution Amount);

Third, to the extent not previously allocated pursuant to clause First, as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess of (i) accrued and unpaid interest on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual period, over (ii) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have not been allocated as a recovery of accrued and unpaid interest pursuant to clause Fifth below on earlier dates);

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Fourth, to the extent not previously allocated pursuant to clause First, as a recovery of principal of such Mortgage Loan to the extent of its entire unpaid principal balance;

Fifth, as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause Fifth on earlier dates);

Sixth, as a recovery of any yield maintenance charge or prepayment premium then due and owing under such Mortgage Loan;

Seventh, as a recovery of any late payment charges and default interest and Excess Interest then due and owing under such Mortgage Loan;

Eighth, as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;

Ninth, as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees); and

Tenth, in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest.

Allocation of Yield Maintenance Charges and Prepayment Premiums

On any Distribution Date, prepayment premiums and yield maintenance charges collected in respect of the Mortgage Loans during the related Collection Period will be required to be distributed by the certificate administrator to the holders of the Class A-1 through Class D certificates in the following manner: such holders will receive the product of (a) a fraction, not greater than one, the numerator of which is the amount of principal distributed to such class of certificates on such Distribution Date and the denominator of which is the total amount of principal distributed to the holders of each Class of the Sequential Pay Certificates on such Distribution Date; (b) the Base Interest Fraction for the related principal prepayment and such class of certificates and (c) the aggregate amount of the prepayment premiums or the yield maintenance charges, as applicable, collected on such principal prepayment during the related Collection Period.

Any yield maintenance charges or prepayment premiums collected during the related Collection Period remaining after such distributions described in the preceding paragraph (the “IO Group YM Distribution Amount”) will be allocated in the following manner:

(a)  first, to the Class X-A certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the aggregate amount of principal distribution to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5 and Class A-M certificates on such Distribution Date and the denominator of which is the total Principal Distribution Amount in respect of such Distribution Date, multiplied by (b) the IO Group YM Distribution Amount;

(b)  second, to the Class X-B certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the aggregate amount of principal distribution to the Class B and Class C certificates on such Distribution Date and the denominator of which is the total Principal Distribution Amount in respect of such Distribution Date, multiplied by (b) the IO Group YM Distribution Amount;

(c)  third, to the Class X-C certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the amount of principal distribution to the Class D certificates on such

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Distribution Date and the denominator of which is the total Principal Distribution Amount in respect of such Distribution Date, multiplied by (b) the IO Group YM Distribution Amount;

(d)  fourth, to the Class X-D certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the aggregate amount of principal distribution to the Class E and Class F certificates on such Distribution Date and the denominator of which is the total Principal Distribution Amount in respect of such Distribution Date, multiplied by (b) the IO Group YM Distribution Amount;

(e)  fifth, to the Class X-E certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the amount of principal distribution to the Class G certificates on such Distribution Date and the denominator of which is the total Principal Distribution Amount in respect of such Distribution Date, multiplied by (b) the IO Group YM Distribution Amount; and

(f)   sixth, to the Class X-F certificates, the IO Group YM Distribution Amount remaining after such distribution to the holders of the Class X-A, Class X-B, Class X-C, Class X-D and Class X-E certificates described in (a) through (e) above.

The “Base Interest Fraction” for any principal prepayment on any Mortgage Loan and for any of the Class A-1 through Class D certificates will be a fraction (not greater than one)(a) whose numerator is the greater of zero and the amount, if any, by which (i) the Pass-Through Rate on such class of certificates exceeds (ii) the yield rate (as provided by the master servicer) used in calculating the prepayment premium or yield maintenance charge, as applicable, with respect to such principal prepayment and (b) whose denominator is the amount, if any, by which (i) the Mortgage Rate on such Mortgage Loan exceeds (ii) the yield rate (as provided by the master servicer) used in calculating the prepayment premium or yield maintenance charge, as applicable, with respect to such principal prepayment; provided, however, that if such yield rate is greater than or equal to the Mortgage Rate on such Mortgage Loan, then the Base Interest Fraction will be zero; provided, further, that if such yield rate is greater than or equal to the Mortgage Rate on such Mortgage Loan, but less than the Pass-Through Rate described in the clause (a)(i) above, then the Base Interest Fraction will be one.

The yield rate with respect to any prepaid Mortgage Loan will be equal to the yield rate stated in the related Mortgage Loan documents, or if none is stated, will be the yield rate which, when compounded monthly, is equivalent to the yield, on the U.S. Treasury primary issue with a maturity date closest to the maturity date or the related Anticipated Repayment Date, as applicable, for the prepaid Mortgage Loan. In the event that there are: (a) two or more U.S. Treasury issues with the same coupon, the issue with the lower yield will be selected and (b) two or more U.S. Treasury issues with maturity dates equally close to the maturity date or the related Anticipated Repayment Date, as applicable, for such prepaid Mortgage Loan, the issue with the earlier maturity date will be selected.

In the case of the Serviced Whole Loan, prepayment premiums or yield maintenance charges actually collected in respect of such Serviced Whole Loan will be allocated in the proportions described in the applicable intercreditor agreement. See “Description of the Mortgage Pool—Whole Loans”.

For a description of yield maintenance charges, see “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans” and “Certain Legal Aspects of Mortgage Loans—Default Interest and Limitations on Prepayments”.

Assumed Final Distribution Date; Rated Final Distribution Date

The “Assumed Final Distribution Date” with respect to any class of certificates is the Distribution Date on which the aggregate Certificate Balance or Notional Amount of that class of certificates would be reduced to zero based on the assumptions set forth below. The Assumed Final Distribution Date with respect to each class of Offered Certificates will in each case be as follows:

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Class Designation	Assumed Final Distribution Date
Class A-1	January 2021
Class A-2	January 2021
Class A-3	December 2022
Class A-SB	July 2025
Class A-4	December 2025
Class A-5	January 2026
Class X-A	February 2026
Class A-M	February 2026
Class B	February 2026
Class C	February 2026

The Assumed Final Distribution Dates set forth above were calculated without regard to any delays in the collection of balloon payments and without regard to delinquencies, defaults or liquidations. Accordingly, in the event of defaults on the Mortgage Loans, the actual final Distribution Date for one or more classes of the Offered Certificates may be later, and could be substantially later, than the related Assumed Final Distribution Date(s).

In addition, the Assumed Final Distribution Dates set forth above were calculated on the basis of a 0% CPR prepayment rate and the Modeling Assumptions. Since the rate of payment (including prepayments) of the Mortgage Loans may exceed the scheduled rate of payments, and could exceed the scheduled rate by a substantial amount, the actual final Distribution Date for one or more classes of the Offered Certificates may be earlier, and could be substantially earlier, than the related Assumed Final Distribution Date(s). The rate of payments (including prepayments) on the Mortgage Loans will depend on the characteristics of the Mortgage Loans, as well as on the prevailing level of interest rates and other economic factors, and we cannot assure you as to actual payment experience.

The “Rated Final Distribution Date” for each class of Offered Certificates will be the Distribution Date in February 2049. See “Ratings”.

Prepayment Interest Shortfalls

If a borrower prepays a Mortgage Loan or Serviced Whole Loan (with such prepayment allocated between the related Mortgage Loan and Serviced Companion Loan in accordance with the related Intercreditor Agreement) in whole or in part, after the due date but on or before the Determination Date in any calendar month, the amount of interest (net of related Servicing Fees and any Excess Interest) accrued on such prepayment from such due date to, but not including, the date of prepayment (or any later date through which interest accrues) will, to the extent actually collected (without regard to any prepayment premium or yield maintenance charge actually collected) constitute a “Prepayment Interest Excess”. Conversely, if a borrower prepays a Mortgage Loan or Serviced Whole Loan (with such prepayment allocated between the related Mortgage Loan and Serviced Companion Loan in accordance with the related Intercreditor Agreement) in whole or in part after the Determination Date (or, with respect to each Mortgage Loan or Serviced Companion Loan, as applicable, with a due date occurring after the related Determination Date, the related Due Date) in any calendar month and does not pay interest on such prepayment through the following Due Date, then the shortfall in a full month’s interest (net of related Servicing Fees and any Excess Interest) on such prepayment will constitute a “Prepayment Interest Shortfall”.

To the extent that the Prepayment Interest Excess for all Mortgage Loans (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loans serviced by the master servicer exceeds the Compensating Interest Payment for all Mortgage Loans (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loans serviced by the master servicer as of any Distribution Date, such excess amount (the “Net Prepayment Interest Excess”) will be payable to the master servicer as additional compensation.

The master servicer will be required to deliver to the certificate administrator for deposit in the Distribution Account (other than the portion of any Compensating Interest Payment described below that

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is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement thereafter, a cash payment (a “Compensating Interest Payment”) in an amount, with respect to each Mortgage Loan (other than the Non-Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan, equal to the lesser of:

(i) the aggregate amount of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which the special servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date, and

(ii) the aggregate of (A) that portion of the master servicer’s Servicing Fees for the related Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period, calculated at a rate of 0.0025% per annum, (B) all Prepayment Interest Excesses received by the master servicer during such Collection Period with respect to the Mortgage Loans (and, so long as a Whole Loan is serviced under the PSA, any related Serviced Pari Passu Companion Loan) subject to such prepayment and (C) to the extent earned on principal prepayments, net investment earnings payable to the master servicer for such Collection Period received by the master servicer during such Collection Period with respect to the Mortgage Loan or any related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative.

If a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan or Serviced Whole Loan as a result of the master servicer failing to enforce the related Mortgage Loan or Serviced Whole Loan documents regarding principal prepayments (a “Prohibited Prepayment”) (other than (t) the Non-Serviced Mortgage Loans, (u) in accordance with the terms of the Mortgage Loan documents, (v) subsequent to a default under the related Mortgage Loan documents (provided that the master servicer reasonably believes that acceptance of such prepayment is consistent with the Servicing Standard) or if the Mortgage Loan or Serviced Whole Loan is a Specially Serviced Loan, (w) at the request or with the consent of the special servicer and, so long as a Control Termination Event has not occurred or is not continuing (other than with respect to Excluded Loans or Servicing Shift Whole Loans), the Directing Certificateholder, (x) pursuant to applicable law or a court order, (y) in connection with the payment of any Insurance and Condemnation Proceeds unless the master servicer did not apply the proceeds thereof in accordance with the terms of the related Mortgage Loan documents and such failure causes the shortfall or (z) a previously Specially Serviced Loan with respect to which the special servicer has waived or amended the prepayment restriction such that the related borrower is not required to prepay on a Due Date or pay interest that would have accrued on the amount prepaid through and including the last day of the Interest Accrual Period occurring following the date of such prepayment), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the master servicer will pay, without regard to clause (ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan or Serviced Whole Loan otherwise described in clause (i) above in connection with such Prohibited Prepayments.

The aggregate of any Prepayment Interest Shortfalls resulting from any principal prepayments made on the Mortgage Loans to be included in the Available Funds for any Distribution Date that are not covered by the master servicer’s Compensating Interest Payment for the related Distribution Date and the portion of the compensating interest payments allocable to the Non-Serviced Mortgage Loans to the extent received from the related Non-Serviced Master Servicer (the aggregate of the Prepayment Interest Shortfalls that are not so covered, as to the related Distribution Date, the “Excess Prepayment Interest Shortfall”) will be allocated on that Distribution Date among each class of Regular Certificates, pro rata in accordance with their respective Interest Accrual Amounts for that Distribution Date.

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Subordination; Allocation of Realized Losses

The rights of holders of the Subordinate Certificates to receive distributions of amounts collected or advanced on the Mortgage Loans will be subordinated, to the extent described in this prospectus, to the rights of holders of the Senior Certificates. In particular, the rights of the holders of the Subordinate Certificates to receive distributions of interest and principal, as applicable, will be subordinated to such rights of the holders of the Senior Certificates.

This subordination will be effected in two ways: (i) by the preferential right of the holders of a class of certificates on any Distribution Date the amounts of interest and/or principal distributable to them prior to any distribution being made on such Distribution Date in respect of any classes of certificates subordinate to that class (as described in “—Distributions—Priority of Distributions” above) and (ii) by the allocation of Realized Losses to classes of certificates that are subordinate to more senior classes, as described below.

No other form of credit support will be available for the benefit of the Offered Certificates.

Prior to the Crossover Date, allocation of principal on any Distribution Date will be made as described in “—Distributions—Priority of Distributions” above. On or after the Crossover Date, allocation of principal will be made to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates that are still outstanding, pro rata, until their Certificate Balances have been reduced to zero. See “—Distributions—Priority of Distributions” above.

Allocation to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, for so long as they are outstanding, of the entire Principal Distribution Amount for each Distribution Date will have the effect of reducing the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates at a proportionately faster rate than the rate at which the aggregate Stated Principal Balance of the Mortgage Pool will decline. Therefore, as principal is distributed to the holders of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, the percentage interest in the issuing entity evidenced by the A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates will be decreased (with a corresponding increase in the percentage interest in the issuing entity evidenced by the Subordinate Certificates), thereby increasing, relative to their respective Certificate Balances, the subordination afforded to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates by the Subordinate Certificates.

Following retirement of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, the successive allocation on each Distribution Date of the remaining Principal Distribution Amount to the Class A-M, Class B, Class C, Class D, Class E, Class F, Class G and Class H certificates, in that order, for so long as they are outstanding, will provide a similar, but diminishing benefit to those certificates (other than to Class H certificates) as to the relative amount of subordination afforded by the outstanding classes of certificates with later sequential designations.

On each Distribution Date, immediately following the distributions to be made to the Certificateholders on that date, the certificate administrator is required to calculate the amount, if any, by which the aggregate Certificate Balance of the Sequential Pay Certificates, after giving effect to distributions of principal on such Distribution Date, exceeds the aggregate Stated Principal Balance of the Mortgage Loans in the Mortgage Pool (for purposes of this calculation only, the aggregate Stated Principal Balance will not be reduced by the amount of principal payments received on the Mortgage Loans that were used to reimburse the master servicer or the trustee from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent those amounts are not otherwise determined to be Nonrecoverable Advances) (any such deficit, a “Realized Loss”). The certificate administrator will be required to allocate any Realized Losses among the respective classes of Sequential Pay Certificates in the following order, until the Certificate Balance of each such class is reduced to zero:

first, to Class H certificates;

second, to the Class G certificates;

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third, to the Class F certificates;

fourth, to the Class E certificates;

fifth, to the Class D certificates;

sixth, to the Class C certificates;

seventh, to the Class B certificates; and

eighth, to the Class A-M certificates.

Following the reduction of the Certificate Balances of all classes of Subordinate Certificates to zero, the certificate administrator will be required to allocate Realized Losses among the Senior Certificates (other than the Class X Certificates), pro rata, based upon their respective Certificate Balances, until their respective Certificate Balances have been reduced to zero.

Realized Losses will not be allocated to the Class V certificates or the Class R certificates and will not be directly allocated to the Class X Certificates. However, the Notional Amounts of the classes of Class X Certificates will be reduced if the related classes of Sequential Pay Certificates are reduced by such Realized Losses.

In general, Realized Losses could result from the occurrence of: (1) losses and other shortfalls on or in respect of the Mortgage Loans, including as a result of defaults and delinquencies on the related Mortgage Loans, Nonrecoverable Advances made in respect of the Mortgage Loans, the payment to the special servicer of any compensation as described in “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses”, and the payment of interest on Advances and certain servicing expenses; and (2) certain unanticipated, non-Mortgage Loan specific expenses of the issuing entity, including certain reimbursements to the certificate administrator or trustee as described in “Transaction Parties—The Trustee” or “—The Certificate Administrator”, and certain federal, state and local taxes, and certain tax-related expenses, payable out of the issuing entity, as described in “Material Federal Income Tax Considerations”.

A class of certificates will be considered outstanding until its Certificate Balance or Notional Amount is reduced to zero, except that the Class V certificates will be considered outstanding so long as holders of such certificates are entitled to receive Excess Interest. However, notwithstanding a reduction of its Certificate Balance to zero, reimbursements of any previously allocated Realized Losses are required thereafter to be made to a class of Sequential Pay Certificates in accordance with the payment priorities set forth in “—Distributions—Priority of Distributions” above.

Reports to Certificateholders; Certain Available Information

Certificate Administrator Reports

On each Distribution Date, the certificate administrator will be required to prepare and make available to each Certificateholder of record on the certificate administrator’s website a Distribution Date statement providing all information required under Regulation AB and in the form of Annex B relating to distributions made on that date for the relevant class and the recent status of the Mortgage Loans. The certificate administrator will include on each Distribution Date statement a statement that each Certificateholder may access such notices via the certificate administrator’s website and that each Certificateholder may register to receive electronic mail notifications when such notices are posted thereon.

In addition, the certificate administrator will include (to the extent it receives such information)(i) the identity of any Mortgage Loans permitting additional debt, identifying (A) the amount of any additional debt incurred during the related Collection Period, (B) the total DSCR calculated on the basis of the Mortgage Loan and such additional debt and (C) the aggregate loan-to-value ratio calculated on the basis of the Mortgage Loan and the additional debt in each applicable Form 10-D filed on behalf of the issuing

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entity and (ii) the beginning and ending account balances for each of the Securitization Accounts (for the applicable period) in each Form 10-D filed on behalf of the issuing entity.

Within a reasonable period of time after the end of each calendar year, the certificate administrator is required to furnish to each person or entity who at any time during the calendar year was a holder of a certificate, a statement containing information (i) the amount of the distribution on each Distribution Date in reduction of the Certificate Balance of the certificates, and (ii) the amount of the distribution on each Distribution Date of the applicable Interest Accrual Amount, in each case, as to the applicable class, aggregated for the related calendar year or applicable partial year during which that person was a Certificateholder, together with any other information that the certificate administrator deems necessary or desirable, or that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for that calendar year. This obligation of the certificate administrator will be deemed to have been satisfied to the extent that substantially comparable information is provided by the certificate administrator pursuant to any requirements of the Code as from time to time are in force.

In addition, the certificate administrator will make available on its website (https://tss.sfs.db.com/investpublic), to the extent received from the applicable person, on each Distribution Date to each Privileged Person the following reports (other than clause (1) below, the “CREFC^® Reports”) prepared by the master servicer, the special servicer or the certificate administrator, as applicable, substantially in the forms provided in the PSA (which forms are subject to change) and including substantially the following information:

(1)     a report as of the close of business on the immediately preceding Determination Date, containing the information provided for in Annex B;

(2)     a Commercial Real Estate Finance Council (“CREFC^®”) delinquent loan status report;

(3)     a CREFC^® historical loan modification and corrected loan report;

(4)     a CREFC^® advance recovery report;

(5)     a CREFC^® total loan report;

(6)     a CREFC^® operating statement analysis report;

(7)     a CREFC^® comparative financial status report;

(8)     a CREFC^® net operating income adjustment worksheet;

(9)     a CREFC^® real estate owned status report;

(10)   a CREFC^® servicer watch list;

(11)   a CREFC^® loan level reserve and letter of credit report;

(12)   a CREFC^® property file;

(13)   a CREFC^® financial file;

(14)   a CREFC^® loan setup file; and

(15)   a CREFC^® loan periodic update file.

The master servicer or the special servicer, as applicable, may omit any information from these reports that the master servicer or the special servicer, as applicable, regards as confidential, so long as such information is not required to be disclosed pursuant to Item 1125 of Regulation AB. Subject to any potential liability for willful misconduct, bad faith or negligence as described in “Pooling and Servicing

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Agreement—Limitation on Liability; Indemnification”, none of the master servicer, the special servicer, the trustee or the certificate administrator will be responsible for the accuracy or completeness of any information supplied to it by a borrower or another party to the PSA or a party under an Non-Serviced PSA that is included in any reports, statements, materials or information prepared or provided by it. Some information will be made available to Certificateholders by electronic transmission as may be agreed upon between the depositor and the certificate administrator.

On or before each Master Servicer Remittance Date, the master servicer will deliver to the certificate administrator by electronic means:

· a CREFC^® property file;

· a CREFC^® financial file;

· a CREFC^® loan setup file (with respect to the first Master Servicer Remittance Date only); and

· a CREFC^® loan periodic update file.

In addition, the master servicer (with respect to Mortgage Loans that are non-Specially Serviced Loans and Specially Serviced Loans) or the special servicer (with respect to REO Properties), as applicable, will also be required to prepare the following for each Mortgaged Property and REO Property:

· Within 30 days after receipt of a quarterly operating statement, if any, commencing for the quarter ending June 30, 2016, a CREFC^® operating statement analysis report but only to the extent the related borrower is required by the Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, that information, for the Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then current applicable CREFC^® guidelines (it being understood that as of the date of this prospectus, the applicable CREFC^® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required) for a Mortgaged Property unless such Mortgaged Property is analyzed on a trailing 12 month basis, or if the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) is on the CREFC^® Servicer Watch List). The master servicer (with respect to non-Specially Serviced Loans and Specially Serviced Loans) or the special servicer (with respect to REO Properties), as applicable, will deliver to the certificate administrator, the operating advisor and each holder of a related Serviced Companion Loan by electronic means the operating statement analysis upon request.

· Within 30 days after receipt by the special servicer (with respect to REO Properties) or the master servicer (with respect to Mortgage Loans that are non-Specially Serviced Loans and Specially Serviced Loans) of any annual operating statements or rent rolls commencing for the calendar year ending December 31, 2016, a CREFC^® net operating income adjustment worksheet, but only to the extent the related borrower is required by the mortgage to deliver and does deliver, or otherwise agrees to provide and does provide, that information, presenting the computation made in accordance with the methodology described in the PSA to “normalize” the full year net operating income and debt service coverage numbers used by the master servicer to satisfy its reporting obligation described in clause (8) above. The special servicer or the master servicer will deliver to the certificate administrator, the operating advisor and each holder of a related Serviced Companion Loan by electronic means the CREFC^® net operating income adjustment worksheet upon request.

Certificate Owners and holders of any related Serviced Companion Loan who are also Privileged Persons may also obtain access to any of the certificate administrator reports upon request and pursuant to the provisions of the PSA. Otherwise, until the time Definitive Certificates are issued to evidence the certificates, the information described above will be available to the related Certificate Owners only if DTC and its participants provide the information to the Certificate Owners.

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“Privileged Person” includes the depositor and its designees, the initial purchasers, the underwriters, the mortgage loan sellers, the master servicer, the special servicer, any Excluded Special Servicer, the trustee, the certificate administrator, any additional servicer designated by the master servicer or the special servicer, the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event), the operating advisor, any affiliate of the operating advisor designated by the operating advisor, the asset representations reviewer, any holder of a Companion Loan who provides an Investor Certification, any person who provides the certificate administrator with an Investor Certification and any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act (“NRSRO”), including any Rating Agency, that delivers a NRSRO Certification to the certificate administrator, which Investor Certification and NRSRO Certification may be submitted electronically via the certificate administrator’s website; provided that in no event may a Borrower Party (other than a Borrower Party that is the special servicer) be entitled to receive (i) if such party is the Directing Certificateholder or any Controlling Class Certificateholder (each such party, as applicable, an “Excluded Controlling Class Holder”), any Excluded Information via the certificate administrator’s website unless a loan-by-loan segregation is later performed by the certificate administrator, in which case such access will only be prohibited with respect to the related Excluded Controlling Class Loan and (ii) if such party is not the Directing Certificateholder or any Controlling Class Certificateholder, any information other than the Distribution Date statement; provided, however, that, if the special servicer obtains knowledge that it is a Borrower Party, the special servicer will nevertheless be a Privileged Person; provided, further, however, that the special servicer will not directly or indirectly provide any information solely related to any Excluded Special Servicer Loan (which may include any asset status reports, Final Asset Status Reports (or summaries thereof), and such other information as may be specified in the PSA pertaining to such Excluded Special Servicer Loan) to the related Borrower Party, any of the special servicer’s employees or personnel or any of its affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Propertyor, to its actual knowledge, any non-affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with those obligations; provided, further, however, that any Excluded Controlling Class Holder will be permitted to obtain, in accordance with terms of the PSA, any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available via the certificate administrator’s website).

“Borrower Party” means a borrower, a mortgagor, a manager of a Mortgaged Property, the holder of a mezzanine loan that has accelerated the related mezzanine loan (unless (i) acceleration was automatic under such mezzanine loan, (ii) the event directly giving rise to the automatic acceleration under such mezzanine loan was not initiated by such mezzanine lender or an affiliate of such mezzanine lender, and (iii) such mezzanine lender is stayed from exercising and has not commenced the exercise of remedies associated with foreclosure of the equity collateral under such mezzanine loan) or commenced foreclosure or enforcement proceedings against the equity collateral pledged to secure the related mezzanine loan, or any Borrower Party Affiliate.

“Borrower Party Affiliate” means, with respect to a borrower, a mortgagor, a manager of a Mortgaged Property or a mezzanine lender that has accelerated the related mezzanine loan (unless (i) acceleration was automatic under such mezzanine loan, (ii) the event directly giving rise to the automatic acceleration under such mezzanine loan was not initiated by such mezzanine lender or an affiliate of such mezzanine lender, and (iii) such mezzanine lender is stayed from exercising and has not commenced the exercise of remedies associated with foreclosure of the equity collateral under such mezzanine loan) or commenced foreclosure or enforcement proceedings against the equity collateral pledged to secure the related mezzanine loan, (a) any other person controlling or controlled by or under common control with such borrower, mortgagor, manager or mezzanine lender, as applicable, (b) solely with respect to the 10 largest Mortgage Loans by stated Principal Balance, any other person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower, mortgagor or manager, as applicable, or (c) any other person owning, directly or indirectly, 25% or more of the beneficial interests in such mezzanine lender. For the purposes of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the

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ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Excluded Controlling Class Loan” means a Mortgage Loan or Whole Loan with respect to which the Directing Certificateholder or any Controlling Class Certificateholder is a Borrower Party.

“Excluded Information” means, with respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling Class Loan and/or the related Mortgaged Properties, which may include any asset status reports, Final Asset Status Reports (or summaries thereof), and such other information as may be specified in the PSA pertaining to such Excluded Controlling Class Loan and/or the related Mortgaged Properties other than such information with respect to such Excluded Controlling Class Loan that is aggregated with information on other Mortgage Loans at a pool level.

“Excluded Loan” means a Mortgage Loan or Whole Loan with respect to which the Directing Certificateholder or the holder of the majority of the Controlling Class is a Borrower Party.

“Investor Certification” means a certificate (which may be in electronic form), substantially in the form attached to the PSA or in the form of an electronic certification on the certificate administrator’s website (which may be a “click-through”), representing (i) that such person executing the certificate is a Certificateholder, the Directing Certificateholder (to the extent such person is not a Certificateholder), a beneficial owner of a certificate, a Companion Loan Holder or a prospective purchaser of a certificate (or any investment advisor or manager or other representative of the foregoing), (ii) that either (a) such person is not a Borrower Party, in which case such person will have access to all the reports and information made available to Certificateholders via the certificate administrator’s website under the PSA, or (b) such person is a Borrower Party, in which case (1) if such person is the Directing Certificateholder or a Controlling Class Certificateholder, such person will have access to all the reports and information made available to Certificateholders via the certificate administrator’s website under the PSA other than any Excluded Information as set forth in the PSA or (2) if such person is not the Directing Certificateholder or a Controlling Class Certificateholder, in which case such person will only receive access to the Distribution Date statements prepared by the certificate administrator, (iii) that such person has received a copy of the final prospectus and (iv) such person agrees to keep any Privileged Information confidential and will not violate any securities laws; provided, however, that any Excluded Controlling Class Holder (i) will be permitted to obtain, in accordance with terms of PSA, any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available via the certificate administrator’s website) and (ii) will be considered a Privileged Person for all other purposes, except with respect to its ability to obtain information with respect to any related Excluded Controlling Class Loan.

A “Certificateholder” is the person in whose name a certificate is registered in the certificate register or any beneficial owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking any action pursuant to the PSA, any certificate registered in the name of or beneficially owned by (i) the master servicer, the special servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the trustee, the certificate administrator, the depositor, any mortgage loan seller or any affiliate of any of such persons or (ii) any Borrower Party, in each case will be deemed not to be outstanding (provided that notwithstanding the foregoing, any Controlling Class certificates owned by an Excluded Controlling Class Holder will not be deemed to be outstanding as to such Excluded Controlling Class Holder solely with respect to any related Excluded Controlling Class Loan; and provided, further, that any Controlling Class certificates owned by the special servicer or an affiliate thereof will not be deemed to be outstanding as to the special servicer or such affiliate solely with respect to any related Excluded Special Servicer Loan), and the Voting Rights to which it is entitled will not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver or take any such action has been obtained; provided, however, that the foregoing restrictions will not apply in the case of the master servicer, the special servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the trustee, the certificate administrator, the depositor, any mortgage loan seller or any affiliate of any of such persons unless such consent, approval or waiver sought from such party would in any way increase its compensation or limit its obligations in the

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named capacities under the PSA or waive a Servicer Termination Event or trigger an Asset Review with respect to a Mortgage Loan; provided, further, that so long as there is no Servicer Termination Event with respect to the master servicer or the special servicer, the master servicer and the special servicer or such affiliate of either will be entitled to exercise such Voting Rights with respect to any issue which could reasonably be believed to adversely affect such party’s compensation or increase its obligations or liabilities under the PSA; and provided, further, that such restrictions will not apply to (i) the exercise of the special servicer’s, the master servicer’s or any mortgage loan seller’s rights, if any, or any of their affiliates as a member of the Controlling Class or (ii) any affiliate of the depositor, the master servicer, the special servicer, the trustee or the certificate administrator that has provided an Investor Certification in which it has certified as to the existence of certain policies and procedures restricting the flow of information between it and the depositor, the master servicer, the special servicer, the trustee or the certificate administrator, as applicable.

“NRSRO Certification” means a certification (a) executed by an NRSRO or (b) provided electronically and executed by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s website in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency as such term is defined in the PSA or that such NRSRO has provided the depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 under the Exchange Act (“Rule 17g-5”), that such NRSRO has access to the depositor’s 17g-5 website, and that such NRSRO will keep such information confidential except to the extent such information has been made available to the general public.

Certain information concerning the Mortgage Loans and the certificates, including the Distribution Date statements, CREFC^® reports and supplemental notices with respect to such Distribution Date statements and CREFC^® reports, may be provided by the certificate administrator at the direction of the depositor to certain market data providers, such as BlackRock Financial Management, Inc., Bloomberg Financial Markets, L.P., Trepp, LLC, Intex Solutions, Inc., Interactive Data Corporation, Markit LLC and Thomson Reuters Corporation, pursuant to the terms of the PSA.

Upon the reasonable request of any Certificateholder that has delivered an Investor Certification, the master servicer may provide (or forward electronically) at the expense of such Certificateholder copies of any appraisals, operating statements, rent rolls and financial statements obtained by the master servicer; provided that in connection with such request, the master servicer may require a written confirmation executed by the requesting person substantially in such form as may be reasonably acceptable to the master servicer, generally to the effect that such person is a Certificateholder or a beneficial holder of book-entry certificates (or an investment advisor for a Certificateholder or a beneficial holder of book-entry certificates) and a Privileged Person and will keep such information confidential and will use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder may have under the PSA. Certificateholders will not, however, be given access to or be permitted to request copies of, any Mortgage Files or Diligence Files.

Information Available Electronically

The certificate administrator will make available to any Privileged Person via the certificate administrator’s website (and will make available to the general public this prospectus, Distribution Date statements, the PSA, the MLPAs and the SEC EDGAR filings referred to below):

· the following “deal documents”:

o this prospectus;

o the PSA, each sub-servicing agreement delivered to the certificate administrator from and after the closing date, if any, and the MLPAs and any amendments and exhibits to those agreements; and

o the CREFC^® loan setup file delivered to the certificate administrator by the master servicer;

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· the following “SEC EDGAR filings”:

o any reports on Forms 10-D, 10-K and 8-K that have been filed by the certificate administrator with respect to the issuing entity through the SEC’s Electronic Data Gathering and Retrieval (EDGAR) system;

· the following documents, which will be made available under a tab or heading designated “periodic reports”:

o the Distribution Date statements;

o the CREFC^® bond level files;

o the CREFC^® collateral summary files;

o the CREFC^® Reports, other than the CREFC^® loan setup file (provided that they are received by the certificate administrator); and

o the annual reports prepared by the operating advisor;

· the following documents, which will be made available under a tab or heading designated “additional documents”:

o the summary of any Final Asset Status Report as provided by the special servicer;

o any property inspection reports, any environmental reports and appraisals delivered to the certificate administrator in electronic format;

· the following documents, which will be made available under a tab or heading designated “special notices”:

o notice of any release based on an environmental release under the PSA;

o notice of any waiver, modification or amendment of any term of any Mortgage Loan;

o notice of final payment on the certificates;

o all notices of the occurrence of any Servicer Termination Event received by the certificate administrator;

o any notice of resignation or termination of the master servicer or special servicer;

o notice of resignation of the trustee or the certificate administrator, and notice of the acceptance of appointment by the successor trustee or the successor certificate administrator, as applicable;

o any notice of any request by requisite percentage of Certificateholders for a vote to terminate the special servicer, the operating advisor or the asset representations reviewer;

o any notice to Certificateholders of the operating advisor’s recommendation to replace the special servicer and the related report prepared by the operating advisor in connection with such recommendation;

o notice of resignation or termination of the operating advisor or the asset representations reviewer and notice of the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer;

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o notice of the certificate administrator’s determination that an Asset Review Trigger has occurred and a copy of any Asset Review Report Summary received by the certificate administrator;

o officer’s certificates supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;

o any notice of the termination of the issuing entity;

o any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred;

o any notice of the occurrence of an Operating Advisor Termination Event;

o any notice of the occurrence of an Asset Reviewer Termination Event;

o any Proposed Course of Action Notice;

o any assessment of compliance delivered to the certificate administrator;

o any accountants’ attestation reports delivered to the certificate administrator;

o any “special notices” requested by a Certificateholder to be posted on the certificate administrator’s website described in “—Certificateholder Communication” below;

o the “Investor Q&A Forum”; and

o solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry”.

Notwithstanding the foregoing, if the Directing Certificateholder or any Controlling Class Certificateholder, as applicable, is an Excluded Controlling Class Holder, such Excluded Controlling Class Holder is required to promptly notify each of the master servicer, the special servicer, the operating advisor, the trustee and the certificate administrator pursuant to the PSA and provide a new Investor Certification pursuant to the PSA and will not be entitled to access any Excluded Information (unless a loan-by-loan segregation is later performed by the certificate administrator in which case such access will only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available on the certificate administrator’s website for so long as it is an Excluded Controlling Class Holder. The PSA will require each Excluded Controlling Class Holder in such new Investor Certification to certify that it acknowledges and agrees that it is prohibited from accessing and reviewing (and it agrees not to access and review) any Excluded Information. In addition, if the Directing Certificateholder or any Controlling Class Certificateholder is not an Excluded Controlling Class Holder, such person will certify and agree that they will not share any Excluded Information with any Excluded Controlling Class Holder.

Notwithstanding the foregoing, nothing set forth in the PSA will prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available via the certificate administrator’s website, such Directing Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan will be permitted to obtain such information in accordance with terms of the PSA and the master servicer and the special servicer, as applicable, may require and rely on such certifications and other reasonably requested information prior to releasing any such information.

Any reports on Form 10-D filed by the certificate administrator will contain (i) the information required by Rule 15Ga-1(a) concerning all Mortgage Loans of the issuing entity that were the subject of a demand to repurchase or replace due to a breach of one or more representations and warranties and (ii) a

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reference to the most recent Form ABS-15G filed by the depositor and the mortgage loan sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer.

The certificate administrator will not make any representation or warranty as to the accuracy or completeness of any report, document or other information made available on the certificate administrator’s website and will assume no responsibility for any such report, document or other information, other than with respect to such reports, documents or other information prepared by the certificate administrator. In addition, the certificate administrator may disclaim responsibility for any information distributed by it for which it is not the original source.

In connection with providing access to the certificate administrator’s website (other than with respect to access provided to the general public in accordance with the PSA), the certificate administrator may require registration and the acceptance of a disclaimer, including an agreement to keep certain nonpublic information made available on the website confidential, as required under the PSA. The certificate administrator will not be liable for the dissemination of information in accordance therewith.

The certificate administrator will make the “Investor Q&A Forum” available to Privileged Persons via the certificate administrator’s website under a tab or heading designated “Investor Q&A Forum”, where (i) Certificateholders and beneficial owners that are Privileged Persons may submit inquiries to (a) the certificate administrator relating to the Distribution Date statements, (b) the master servicer or the special servicer relating to servicing reports, the Mortgage Loans (excluding a Non-Serviced Mortgage Loan) or the related Mortgaged Properties or (c) the operating advisor relating to annual or other reports prepared by the operating advisor or actions by the special servicer referenced in such reports, and (ii) Privileged Persons may view previously submitted inquiries and related answers. The certificate administrator will forward such inquiries to the appropriate person and, in the case of an inquiry relating to a Non-Serviced Mortgage Loan, to the applicable party under the related Non-Serviced PSA. The certificate administrator, the master servicer, the special servicer or the operating advisor, as applicable, will be required to answer each inquiry, unless such party determines (i) the question is beyond the scope of the topics detailed above, (ii) that answering the inquiry would not be in the best interests of the issuing entity and/or the Certificateholders, (iii) that answering the inquiry would be in violation of applicable law, the PSA (including requirements in respect of non-disclosure of Privileged Information) or the Mortgage Loan documents, (iv) that answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, the certificate administrator, the master servicer, the special servicer or the operating advisor, as applicable, (v) that answering the inquiry would require the disclosure of Privileged Information (subject to the Privileged Information Exception), (vi) that answering the inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product or (vii) that answering the inquiry is otherwise, for any reason, not advisable. In addition, no party will post or otherwise disclose any direct communications with the Directing Certificateholder as part of its responses to any inquiries. In the case of an inquiry relating to a Non-Serviced Mortgage Loan, the certificate administrator is required to make reasonable efforts to obtain an answer from the applicable party under the related Non-Serviced PSA; provided that the certificate administrator will not be responsible for the content of such answer, or any delay or failure to obtain such answer. The certificate administrator will be required to post the inquiries and related answers, if any, on the Investor Q&A Forum, subject to and in accordance with the PSA. The Investor Q&A Forum may not reflect questions, answers and other communications that are not submitted through the certificate administrator’s website. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and will not be deemed to be answers from any of the depositor, the underwriters or any of their respective affiliates. None of the underwriters, depositor, any of their respective affiliates or any other person will certify as to the accuracy of any of the information posted in the Investor Q&A Forum and no such person will have any responsibility or liability for the content of any such information.

The certificate administrator will make the “Investor Registry” available to any Certificateholder and beneficial owner that is a Privileged Person via the certificate administrator’s website. Certificateholders and beneficial owners may register on a voluntary basis for the “Investor Registry” and obtain contact information for any other Certificateholder or beneficial owner that has also registered, provided that they comply with certain requirements as provided for in the PSA.

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The certificate administrator’s internet website will initially be located at “https://tss.sfs.db.com/investpublic”. Access will be provided by the certificate administrator to such persons upon receipt by the certificate administrator from such person of an Investor Certification or NRSRO Certification in the form(s) attached to the PSA, which form(s) will also be located on and may be submitted electronically via the certificate administrator’s internet website. The parties to the PSA will not be required to provide that certification. In connection with providing access to the certificate administrator’s internet website, the certificate administrator may require registration and the acceptance of a disclaimer. The certificate administrator will not be liable for the dissemination of information in accordance with the terms of the PSA. The certificate administrator will make no representation or warranty as to the accuracy or completeness of such documents and will assume no responsibility for them. In addition, the certificate administrator may disclaim responsibility for any information distributed by the certificate administrator for which it is not the original source. Assistance in using the certificate administrator’s internet website can be obtained by calling the certificate administrator’s customer service desk at (800) 735-7777.

The certificate administrator is responsible for the preparation of tax returns on behalf of the issuing entity and the preparation of Distribution Reports on Form 10-D (based on information included in each monthly Distribution Date statements and other information provided by other transaction parties) and Annual Reports on Form 10-K and certain other reports on Form 8-K that are required to be filed with the SEC on behalf of the issuing entity.

“17g-5 Information Provider” means the certificate administrator.

The PSA will require the master servicer, subject to certain restrictions set forth in the PSA, to provide certain of the reports or, in the case of the master servicer and the Controlling Class Certificateholder, access to the reports available as set forth above, as well as certain other information received by the master servicer, to any Privileged Person so identified by a Certificate Owner or an underwriter, that requests reports or information. However, the master servicer will be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing copies of these reports or information (which such amounts in any event are not reimbursable as additional trust fund expenses). Except as otherwise set forth in this paragraph, until the time Definitive Certificates are issued, notices and statements required to be mailed to holders of certificates will be available to Certificate Owners of certificates only to the extent they are forwarded by or otherwise available through DTC and its Participants. Conveyance of notices and other communications by DTC to Participants, and by Participants to 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. Except as otherwise set forth in this paragraph, the master servicer, the special servicer, the trustee, the certificate administrator and the depositor are required to recognize as Certificateholders only those persons in whose names the certificates are registered on the books and records of the certificate registrar. The initial registered holder of the certificates will be Cede & Co., as nominee for DTC.

Voting Rights

At all times during the term of the PSA, the voting rights for the certificates (the “Voting Rights”) will be allocated among the respective classes of Certificateholders as follows:

(1) 2% in the case of the Class X certificates, allocated pro rata, based upon their respective Notional Amounts as of the date of determination, and

(2) in the case of each class of Sequential Pay Certificates, a percentage equal to the product of 98% and a fraction, the numerator of which is equal to the Certificate Balance of such class, and the denominator of which is equal to the aggregate Certificate Balance of the Sequential Pay Certificates, in each case determined as of the prior Distribution Date (and, solely in connection with certain votes relating to the replacement of the special servicer, the operating advisor and the asset representations reviewer as described in this prospectus, such numerator and denominator will take into account any notional reduction in the Certificate Balance of any class of Sequential Pay Certificates for Appraisal Reduction Amounts allocated to such class);

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The Voting Rights of any class of certificates are required to be allocated among Certificateholders of such class in proportion to their respective percentage interests.

Neither the Class V certificates nor the Class R certificates will be entitled to any Voting Rights.

Delivery, Form, Transfer and Denomination

The Offered Certificates (other than the Class X Certificates) will be issued, maintained and transferred in the book-entry form only in minimum denominations of $10,000 initial Certificate Balance, and in multiples of $1 in excess of $10,000. The Class X Certificates will be issued, maintained and transferred only in minimum denominations of authorized initial Notional Amounts of not less than $100,000 and in integral multiples of $1 in excess of $100,000.

Book-Entry Registration

The Offered Certificates will initially be represented by one or more global certificates for each such class registered in the name of a nominee of The Depository Trust Company (“DTC”). The depositor has been informed by DTC that DTC’s nominee will be Cede & Co. No holder of an Offered Certificate will be entitled to receive a physical certificate issued in fully registered, certificated form (each, a “Definitive Certificate”) representing its interest in such class, except under the limited circumstances described in “—Definitive Certificates” below. Unless and until Definitive Certificates are issued, all references to actions by holders of the Offered Certificates will refer to actions taken by DTC upon instructions received from holders of Offered Certificates through its participating organizations (together with Clearstream Banking, société anonyme (“Clearstream”) and Euroclear Bank, as operator of the Euroclear System (“Euroclear”) participating organizations, the “Participants”), and all references in this prospectus to payments, notices, reports, statements and other information to holders of Offered Certificates will refer to payments, notices, reports and statements to DTC or Cede & Co., as the registered holder of the Offered Certificates, for distribution to holders of Offered Certificates through its Participants in accordance with DTC procedures; provided, however, that to the extent that the party to the PSA responsible for distributing any report, statement or other information has been provided in writing with the name of the Certificate Owner of such an Offered Certificate (or the prospective transferee of such Certificate Owner), such report, statement or other information will be provided to such Certificate Owner (or prospective transferee).

Until Definitive Certificates are issued in respect of the Offered Certificates, interests in the Offered Certificates will be transferred on the book-entry records of DTC and its Participants. The certificate administrator will initially serve as certificate registrar for purposes of recording and otherwise providing for the registration of the Offered Certificates.

Holders of Offered Certificates may hold their certificates through DTC (in the United States) or Clearstream or Euroclear (in Europe) if they are Participants of such system, or indirectly through organizations that are participants in such systems. Clearstream and Euroclear will hold omnibus positions on behalf of the Clearstream Participants and the Euroclear Participants, respectively, through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositaries (collectively, the “Depositaries”), which in turn will hold such positions in customers’ securities accounts in the Depositaries’ names on the books of DTC. DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to Section 17A of the Exchange Act. DTC was created to hold securities for its Participants and to facilitate the clearance and settlement of securities transactions between Participants through electronic computerized book-entries, thereby eliminating the need for physical movement of certificates. Participants (“DTC Participants”) include securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (“Indirect Participants”).

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Transfers between DTC Participants will occur in accordance with DTC rules. Transfers between Clearstream Participants and Euroclear Participants will occur in accordance with the applicable rules and operating procedures of Clearstream and Euroclear.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly through Clearstream Participants or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its Depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its Depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream Participants and Euroclear Participants may not deliver instructions directly to the Depositaries.

Because of time-zone differences, credits of securities in Clearstream or Euroclear as a result of a transaction with a DTC Participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and such credits or any transactions in such securities settled during such processing will be reported to the relevant Clearstream Participant or Euroclear Participant on such business day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

The holders of Offered Certificates that are not Participants or Indirect Participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, such Offered Certificates may do so only through Participants and Indirect Participants. In addition, holders of Offered Certificates in global form (“Certificate Owners”) will receive all distributions of principal and interest through the Participants who in turn will receive them from DTC. Under a book-entry format, holders of such Offered Certificates may experience some delay in their receipt of payments, since such payments will be forwarded by the certificate administrator to Cede & Co., as nominee for DTC. DTC will forward such payments to its Participants, which thereafter will forward them to Indirect Participants or the applicable Certificate Owners. Certificate Owners will not be recognized by the trustee, the certificate administrator, the certificate registrar, the operating advisor, the special servicer or the master servicer as holders of record of certificates and Certificate Owners will be permitted to receive information furnished to Certificateholders and to exercise the rights of Certificateholders only indirectly through DTC and its Participants and Indirect Participants, except that Certificate Owners will be entitled to receive or have access to notices and information and to exercise certain rights as holders of beneficial interests in the certificates through the certificate administrator and the trustee to the extent described in “—Reports to Certificateholders; Certain Available Information” above, “—Certificateholder Communication”, “—List of Certificateholders” below and “Pooling and Servicing Agreement—The Operating Advisor”, “—The Asset Representations Reviewer”, “—Replacement of Special Servicer Without Cause”, “—Limitation on Rights of Certificateholders to Institute a Proceeding”, “—Termination; Retirement of Certificates” and “—Resignation and Removal of the Trustee and the Certificate Administrator”.

Under the rules, regulations and procedures creating and affecting DTC and its operations (the “DTC Rules”), DTC is required to make book-entry transfers of Offered Certificates in global form among Participants on whose behalf it acts with respect to such Offered Certificates and to receive and transmit distributions of principal of, and interest on, such Offered Certificates. Participants and Indirect Participants with which the Certificate Owners have accounts with respect to the Offered Certificates similarly are required to make book-entry transfers and receive and transmit such payments on behalf of their respective Certificate Owners. Accordingly, although the Certificate Owners will not possess the Offered Certificates, the DTC Rules provide a mechanism by which Certificate Owners will receive payments on Offered Certificates and will be able to transfer their interest.

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Because DTC can only act on behalf of Participants, who in turn act on behalf of Indirect Participants and certain banks, the ability of a holder of Offered Certificates in global form to pledge such Offered Certificates to persons or entities that do not participate in the DTC system, or to otherwise act with respect to such Offered Certificates, may be limited due to the lack of a physical certificate for such Offered Certificates.

DTC has advised the depositor that it will take any action permitted to be taken by a holder of an Offered Certificate under the PSA only at the direction of one or more Participants to whose accounts with DTC such certificate is credited. DTC may take conflicting actions with respect to other undivided interests to the extent that such actions are taken on behalf of Participants whose holdings include such undivided interests.

Clearstream is incorporated under the laws of Luxembourg and is a global securities settlement clearing house. Clearstream holds securities for its participating organizations (“Clearstream Participants”) and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Transactions may be settled in Clearstream in numerous currencies, including United States dollars. Clearstream provides to its Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. Clearstream is regulated as a bank by the Luxembourg Monetary Institute. Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include the underwriters. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant, either directly or indirectly.

Euroclear was created in 1968 to hold securities for participants of the Euroclear system (“Euroclear Participants”) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Transactions may now be settled in any of numerous currencies, including United States dollars. The Euroclear system includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described above. Euroclear is operated by Euroclear Bank S.A./N.V. (the “Euroclear Operator”). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to the Euroclear system is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related operating procedures of the Euroclear System and applicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions govern transfers of securities and cash within the Euroclear system, withdrawal of securities and cash from the Euroclear system, and receipts of payments with respect to securities in the Euroclear system. All securities in the Euroclear system are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants and has no record of or relationship with persons holding through Euroclear Participants.

Although DTC, Euroclear and Clearstream have implemented the foregoing procedures in order to facilitate transfers of interests in book-entry securities among Participants of DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to comply with such procedures, and such procedures may be discontinued at any time. None of the depositor, the trustee, the certificate administrator, the master servicer, the special servicer or the underwriters will have any responsibility for

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the performance by DTC, Euroclear or Clearstream or their respective direct or indirect Participants of their respective obligations under the rules and procedures governing their operations.

Definitive Certificates

Owners of beneficial interests in book-entry certificates of any class will not be entitled to receive physical delivery of Definitive Certificates unless: (i) DTC advises the certificate registrar in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to the book-entry certificates of such class or ceases to be a clearing agency, and the certificate administrator and the depositor are unable to locate a qualified successor within 90 days of such notice or (ii) the trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Certificateholders of such class and the trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the trustee to obtain possession of the certificates of such class.

Certificateholder Communication

Access to Certificateholders’ Names and Addresses

Upon the written request of any Certificateholder or Certificate Owner that has delivered an executed Investor Certification to the trustee or the certificate administrator (a “Certifying Certificateholder”), the certificate registrar will promptly furnish or cause to be furnished to such requesting party a list of the names and addresses of the certificateholders as of the most recent Record Date as they appear in the certificate register, at the expense of the requesting party.

Requests to Communicate

The PSA will require that the certificate administrator include on any Form 10–D any request received prior to the Distribution Date to which such Form 10-D relates (and on or after the Distribution Date preceding such Distribution Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related to Certificateholders or Certificate Owners exercising their rights under the terms of the PSA. Any Form 10-D containing such disclosure regarding the request to communicate is required to include the following and no more than the following: (i) the name of the Certificateholder or Certificate Owner making the request, (ii) the date the request was received, (iii) a statement to the effect that the certificate administrator has received such request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise of rights under the PSA, and (iv) a description of the method other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.

Any Certificateholder or Certificate Owner wishing to communicate with other Certificateholders and Certificate Owners regarding the exercise of its rights under the terms of the PSA (such party, a “Requesting Investor”) should deliver a written request (a “Communication Request”) signed by an authorized representative of the Requesting Investor to the certificate administrator at the address below:

1761 East St. Andrew Place
Santa Ana, California 92705-4934
Attention: COMM 2016-DC2-DB16D2

with a copy to:
holder.inquiry@db.com

Any Communication Request must contain the name of the Requesting Investor and the method other Certificateholders and Certificate Owners should use to contact the Requesting Investor, and, if the Requesting Investors is not the registered holder of a class of certificates, then the Communication Request must contain (i) a written certification from the Requesting Investor that it is a beneficial owner of a class of certificates, (ii) the name of the transaction, COMM 2016-DC2, and (iii) one of the following

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forms of documentation evidencing its beneficial ownership in such class of certificates: (A) a trade confirmation, (B) an account statement, (C) a medallion stamp guaranteed letter from a broker or dealer stating the Requesting Investor is the beneficial owner, or (D) a document acceptable to the certificate administrator that is similar to any of the documents identified in clauses (A) through (C). The certificate administrator will not be permitted to require any information other than the foregoing in verifying a certificateholder’s or certificate owner’s identity in connection with a Communication Request. Requesting Investors will be responsible for their own expenses in making any Communication Request, but will not be required to bear any expenses of the certificate administrator.

List of Certificateholders

Upon the written request of any Certificateholder, which is required to include a copy of the communication the Certificateholder proposes to transmit, that has provided an Investor Certification, which request is made for purposes of communicating with other holders of certificates of the same series with respect to their rights under the PSA or the certificates, the certificate registrar or other specified person will, within 10 business days after receipt of such request afford such Certificateholder (at such Certificateholder’s sole cost and expense) access during normal business hours to the most recent list of Certificateholders related to the class of certificates.

Description of the Mortgage Loan Purchase Agreements

General

On the Closing Date, the depositor will acquire the Mortgage Loans from each mortgage loan seller pursuant to a separate mortgage loan purchase agreement (each, a “MLPA”), between the depositor and the applicable mortgage loan seller.

Under the applicable MLPA, the depositor will require each mortgage loan seller to deliver to the certificate administrator, in its capacity as custodian, among other things, the following documents (except that the documents with respect to a Non-Serviced Whole Loan (other than the original promissory note) will be held by the custodian under the related Non-Serviced PSA) with respect to each Mortgage Loan sold by the mortgage loan seller (collectively, as to each Mortgage Loan, the “Mortgage File”):

(i) (A) the original Mortgage Note, bearing, or accompanied by, all prior or intervening endorsements, endorsed by the most recent endorsee prior to the trustee or, if none, by the originator, without recourse, either in blank and further showing a complete, unbroken chain of endorsement from the originator or to the order of the trustee; and (B) in the case of each related Serviced Companion Loan, a copy of the executed Mortgage Note for such Serviced Companion Loan;

(ii) the original (or a copy thereof certified from the applicable recording office) of the Mortgage and, if applicable, the originals (or copies thereof certified from the applicable recording office) of any intervening assignments thereof showing a complete chain of assignment from the originator of the Mortgage Loan or Serviced Whole Loan to the most recent assignee of record thereof prior to the trustee, if any, in each case with evidence of recording indicated thereon;

(iii) an original or copy (if the related mortgage loan seller or its designee, rather than the custodian and its designee, is responsible for the recording thereof) of an Assignment of Mortgage, in recordable form (except for missing recording information and, if delivered in blank, except for the name of the assignee), executed by the most recent assignee of record thereof prior to the trustee or, if none, by the originator, either in blank or in favor of the trustee;

(iv) (A) an original or copy of any related security agreement (if such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the originator of the related Mortgage Loan or Serviced Whole Loan to the most recent assignee thereof prior to the trustee, if any; and (B) an

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original assignment of any related security agreement (if such item is a document separate from the related Mortgage) executed by the most recent assignee thereof prior to the trustee or, if none, by the originator, either in blank or in favor of the trustee, which assignment may be included as part of the corresponding Assignment of Mortgage referred to in clause (iii) above;

(v) (A) stamped or certified copies of any UCC financing statements and continuation statements which were filed in order to perfect (and maintain the perfection of) any security interest held by the originator of the Mortgage Loan or Serviced Whole Loan (and each assignee of record prior to the trustee) in and to the personalty of the borrower at the Mortgaged Property (in each case with evidence of filing or recording thereon) and which were in the possession of the related mortgage loan seller (or its agent) at the time the Mortgage Files were delivered to the custodian, together with original UCC-3 assignments of financing statements showing a complete chain of assignment from the secured party named in such UCC-1 financing statement to the most recent assignee of record thereof prior to the trustee, if any, and (B) if any such security interest is perfected and the earlier UCC financing statements and continuation statements were in the possession of the related mortgage loan seller, an assignment of UCC financing statement by the most recent assignee of record prior to the trustee or, if none, by the originator, evidencing the transfer of such security interest, either in blank or in favor of the trustee; provided that other evidence of filing or recording reasonably acceptable to the trustee may be delivered in lieu of delivering such UCC financing statements including, without limitation, evidence of such filed or recorded UCC Financing Statement as shown on a written UCC search report from a reputable search firm, such as CSC/LexisNexis Document Solutions, Corporation Service Company, CT Corporation System and the like or printouts of on-line confirmations from such UCC filing or recording offices or authorized agents thereof;

(vi) the original or a copy of the Loan Agreement relating to such Mortgage Loan, if any;

(vii) the original or a copy of the lender’s title insurance policy issued in connection with the origination of the Mortgage Loan, together with all endorsements or riders (or copies thereof) that were issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a first lien on the Mortgaged Property, or a “marked up” commitment to insure marked as binding and countersigned by the related insurer or its authorized agent (which may be a pro forma or specimen title insurance policy which has been accepted or approved as binding in writing by the related title insurance company), or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company;

(viii) (A) the original or a copy of the related Assignment of Leases, Rents and Profits (if such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the originator of the Mortgage Loan or Serviced Whole Loan to the most recent assignee of record thereof prior to the trustee, if any, in each case with evidence of recording thereon; and (B) an original or copy (if the related mortgage loan seller or its designee, rather than the Custodian and its designee, is responsible for the recording thereof) of an assignment of any related Assignment of Leases, Rents and Profits (if such item is a document separate from the Mortgage), in recordable form (except for missing recording information and, if delivered in blank, except for the name of the assignee), executed by the most recent assignee of record thereof prior to the trustee or, if none, by the originator, either in blank or in favor of the trustee, which assignment may be included as part of the corresponding Assignment of Mortgage referred to in clause (iii) above;

(ix) the original or copy of any environmental indemnity agreements and copies of any environmental insurance policies pertaining to the related Mortgaged Property required in connection with origination of the related Mortgage Loan or Serviced Whole Loan and copies of Environmental Reports;

(x) copies of the currently effective Management Agreements, if any, for the Mortgaged Properties;

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(xi) if the borrower has a leasehold interest in the related Mortgaged Property, the original or copy of the ground lease (or, with respect to a leasehold interest where the borrower is a lessee and that is a space lease or an air rights lease, the original of such space lease or air rights lease), and any related lessor estoppel or similar agreement or a copy thereof; if any;

(xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof, if any, to the trustee;

(xiii) if any related Lock-Box Agreement or Cash Collateral Account Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts, if any, a stamped or certified copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related mortgagee’s security interest in the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts and all funds contained therein (and UCC-3 assignments of financing statements assigning such UCC-1 financing statements to the trustee);

(xiv) originals or copies of all assumption, modification, written assurance and substitution agreements, if any, with evidence of recording thereon if appropriate, in those instances where the terms or provisions of the Mortgage, the Mortgage Note or any related security document have been modified or the Mortgage Loan or Serviced Whole Loan has been assumed;

(xv) the original or a copy of any guaranty of the obligations of the borrower under the Mortgage Loan or Serviced Whole Loan together with, as applicable, (A) the original or copies of any intervening assignments of such guaranty showing a complete chain of assignment from the originator of the Mortgage Loan or Serviced Whole Loan to the most recent assignee thereof prior to the trustee, if any, and (B) an original assignment of such guaranty executed by the most recent assignee thereof prior to the trustee or, if none, by the originator;

(xvi) the original or a copy of the power of attorney (with evidence of recording thereon, if appropriate) granted by the related borrower if the Mortgage, Mortgage Note or other document or instrument referred to above was signed on behalf of the borrower pursuant to such power of attorney;

(xvii) with respect to each Whole Loan, a copy of the related Intercreditor Agreement and, if applicable, a copy of the related Non-Lead PSA;

(xviii) with respect to hospitality properties, a copy of the franchise agreement, if any, an original or copy of the comfort letter, if any, and if, pursuant to the terms of such comfort letter, the general assignment of the Mortgage Loan is not sufficient to transfer or assign the benefits of such comfort letter to the Trust, a copy of the notice to the franchisor of the transfer of such Mortgage Loan and/or a copy of the request for the issuance of a new comfort letter in favor of the Trust (in each case, as and to the extent required pursuant to the terms of such comfort letter), with the original of any replacement comfort letter to be included in the Mortgage File following receipt thereof by the Master Servicer;

(xix) the original (or copy, if the original is held by the Master Servicer or applicable master servicer under the applicable Non-Serviced PSA) of any letter of credit held by the lender as beneficiary or assigned as security for such Mortgage Loan or Serviced Whole Loan;

(xx) the appropriate assignment or amendment documentation related to the assignment to the Trust of any letter of credit securing such Mortgage Loan or Serviced Whole Loan (or copy thereof, if the original is held by the Master Servicer or applicable master servicer under the applicable Non-Serviced PSA) which entitles the Master Servicer on behalf of the Trust and the Companion Noteholders (with respect to any Serviced Whole Loan) to draw thereon; and

(xxi) with respect to any Mortgage Loan with related mezzanine debt or other subordinate debt (other than a Companion Loan), a copy of the related co-lender agreement, subordination agreement or other intercreditor agreement;

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provided that with respect to (A) any Mortgage Loan which is a Non-Serviced Mortgage Loan on the Closing Date, the foregoing documents (other than the documents described in clause (i) above) will be delivered to and held by the custodian under the related Non-Serviced PSA on or prior to the Closing Date, and any assignments in favor of the trustee will be in favor of the trustee under the related Non-Serviced PSA and (B) Servicing Shift Mortgage Loans, the foregoing documents will be delivered to the custodian on or prior to the Closing Date and such documents (other than the documents described in clause (i) above) will be transferred to the custodian related to the applicable securitization on or about the applicable Servicing Shift Securitization Date.

In addition, each mortgage loan seller will be required to deliver the Diligence Files for each of its Mortgage Loans to the depositor by uploading such Diligence Files to the designated Intralinks website, and the depositor will deliver to the certificate administrator an electronic copy of such Diligence Files to be posted to the secure data room.

“Diligence File” means with respect to each Mortgage Loan or Companion Loan, if applicable, collectively the following documents in electronic format:

(a)     A copy of each of the following documents:

(i) the Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the trustee or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note has been lost, an affidavit to such effect from the applicable mortgage loan seller or another prior holder, together with a copy of the Mortgage Note and an indemnity properly assigned and endorsed to the trustee);

(ii) the Mortgage, together with an original or copy of any intervening assignments of the Mortgage, in each case with evidence of recording indicated thereon or certified to have been submitted for recording;

(iii) assignment of the Mortgage in favor of the trustee or in blank and (subject to the completion of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related mortgage loan seller is responsible for the recordation of that assignment, a copy of such assignment to be sent for recordation);

(iv) any related assignment of leases and of any intervening assignments (if such item is a document separate from the Mortgage), with evidence of recording indicated thereon or certified to have been submitted for recording;

(v) an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the trustee or in blank and (subject to the completion of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related mortgage loan seller is responsible for the recordation of that assignment, a copy of such assignment to be sent for recordation);

(vi) the assignment of all unrecorded documents relating to the Mortgage Loan or a Serviced Whole Loan, if not already assigned pursuant to items (iii) or (v) above;

(vii) all modification, consolidation, assumption, written assurance and substitution agreements in those instances in which the terms or provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated;

(viii) the policy or certificate of lender’s title insurance issued on the date of the origination of such Mortgage Loan, or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy;

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(ix) any UCC financing statements, related amendments and continuation statements in the possession of the applicable mortgage loan seller;

(x) an original assignment in favor of the trustee of any financing statement executed and filed in favor of the applicable mortgage loan seller in the relevant jurisdiction (or, if the related mortgage loan seller is responsible for the filing of that assignment, a copy of such assignment to be sent for filing);

(xi) any intercreditor agreement relating to permitted debt of the mortgagor, including any intercreditor agreement relating to a Serviced Whole Loan;

(xii) any loan agreement, escrow agreement, security agreement or letter of credit relating to a Mortgage Loan or a Serviced Whole Loan;

(xiii) any ground lease, ground lessor estoppel, indemnity or guaranty relating to a Mortgage Loan or a Serviced Whole Loan;

(xiv) any property management agreement relating to a Mortgage Loan or a Serviced Whole Loan;

(xv) any franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole Loan and, with respect to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice to the franchisor of the transfer of a Mortgage Loan or Serviced Whole Loan and a request for confirmation that the issuing entity is a beneficiary of such comfort letter or other agreement, or for the issuance of a new comfort letter in favor of the issuing entity, as the case may be;

(xvi) any lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;

(xvii) any related mezzanine intercreditor agreement;

(xviii) all related environmental reports;

(xix) all related environmental insurance policies;

   (b)  a copy of any engineering reports or property condition reports;

   (c)  other than with respect to a hotel property (except with respect to tenanted commercial space within a hotel property), copies of a rent roll;

   (d)  for any office, retail, industrial or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance agreements delivered to the related mortgage loan seller;

   (e)  copies of all legal opinions (excluding attorney client communications between the related mortgage loan seller, and its counsel that are privileged communications or constitute legal or other due diligence analyses), if any, delivered in connection with the closing of the related Mortgage Loan;

   (f)   copies of all mortgagor’s certificates of hazard insurance and/or hazard insurance policies or other applicable insurance policies (to the extent not previously included as part of this definition), if any, delivered in connection with the origination of the related Mortgage Loan;

   (g)  a copy of the appraisal for the related Mortgaged Property(ies);

   (h)  for any Mortgage Loan that the related Mortgaged Property is leased to a single tenant, a copy of the lease;

   (i)   a copy of the applicable mortgage loan seller’s asset summary;

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(j)   copies of all surveys for the related Mortgaged Property or Mortgaged Properties;

(k)  copies of any zoning reports;

(l)   copies of financial statements of the related mortgagor;

(m) copies of operating statements for the related Mortgaged Property or Mortgaged Properties;

(n)  copies of all UCC searches;

(o)  copies of all litigation searches;

(p)  copies of all bankruptcy searches;

(q)  a copy of the origination settlement statement;

(r)   a copy of the insurance consultant report;

(s)  copies of the organizational documents of the related mortgagor and any guarantor;

(t)   copies of the escrow statements;

(u)  a copy of any closure letter (environmental);

(v)   a copy of any environmental remediation agreement for the related Mortgaged Property or Mortgaged Properties; and

(w)  a copy of the payment history with respect to such Mortgage Loan prior to the Closing Date;

provided, that with respect to any Mortgage Loan which is a Non-Serviced Mortgage Loan on the Closing Date, any assignments in favor of the trustee will be in favor of the trustee under the related Non-Serviced PSA;

in each case, to the extent that the originator received such documents in connection with the origination of such Mortgage Loan. In the event any of the items identified above were not included in connection with the origination of such Mortgage Loan, the Diligence File will be required to include a statement to that effect; provided that no information that is proprietary to the related originator or mortgage loan seller or any draft documents or privileged or internal communications will constitute part of the Diligence File. The mortgage loan seller may, without any obligation to do so, include such other documents or information as part of the Diligence File that such mortgage loan seller believes should be included to enable the asset representations reviewer to perform the Asset Review on such Mortgage Loan; provided that such documents or information are clearly labeled and identified.

Each MLPA will contain certain representations and warranties of the applicable mortgage loan seller with respect to each Mortgage Loan sold by that mortgage loan seller. Those representations and warranties are set forth in Annex D-1, and will be made as of the Closing Date, or as of another date specifically provided in the representation and warranty, subject to certain exceptions to such representations and warranties as set forth in Annex D-2.

If any of the documents required to be included in the Mortgage File for any Mortgage Loan is missing from the Mortgage File or defective or if there is a breach of a representation or warranty relating to any Mortgage Loan, and such omission, breach or defect materially and adversely affects the value of the related Mortgage Loan, the value of the related Mortgaged Property or the interests of any Certificateholders in the Mortgage Loan or Mortgaged Property or causes the Mortgage Loan to be other than a “qualified mortgage” within the meaning of Code Section 860G(a)(3)(a “Material Defect”), the applicable mortgage loan seller with respect to the Mortgage Loan or portion of a Mortgage Loan contributed by it will be required to, no later than 90 days following:

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(x)  such mortgage loan seller’s receipt of notice of the Material Defect from any party to the PSA (a “Breach Notice”), except in the case of the following clause (y); or

(y)  in the case of such Material Defect that would cause the Mortgage Loan not to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage, the discovery by any party to the PSA of such Material Defect; provided that the mortgage loan seller has received notice in accordance with the terms of the PSA,

(1)     cure such Material Defect in all material respects, at its own expense,

(2)     repurchase the affected Mortgage Loan or REO Loan at the Purchase Price, or

(3)     substitute a Qualified Substitute Mortgage Loan (other than with respect to Whole Loans, as applicable, for which no substitution will be permitted) for such affected Mortgage Loan, and pay a shortfall amount in connection with such substitution.

provided that no such substitution may occur on or after the second anniversary of the Closing Date; provided, however, that the applicable mortgage loan seller will generally have an additional 90-day period to cure such Material Defect (or, failing such cure, to repurchase the affected Mortgage Loan and the related REO Loan or, if applicable, substitute a Qualified Substitute Mortgage Loan (other than with respect to the related Whole Loans, for which no substitution will be permitted)), if such Material Defect is capable of being cured, the mortgage loan seller is diligently proceeding toward that cure, and has delivered to the master servicer, the special servicer, the certificate administrator (who will promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the trustee, the operating advisor, the asset representations reviewer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, an officer’s certificate that describes the reasons that a cure was not effected within the initial 90-day period. Notwithstanding the foregoing, there will be no such 90-day extension, if such Material Defect would cause the related Mortgage Loan not to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage.

No delay in either the discovery of a Material Defect or in providing notice of such Material Defect will relieve the applicable mortgage loan seller of its obligation to repurchase the related Mortgage Loan unless (i) the mortgage loan seller did not otherwise discover or have knowledge of such Material Defect, (ii) such delay is the result of the failure by a party to the PSA to promptly provide a Breach Notice as required by the terms of the PSA after such party has actual knowledge of such defect or breach (knowledge will not be deemed to exist by reason of the custodian’s exception report) and such delay precludes the mortgage loan seller from curing such Material Defect and (iii) such Material Defect did not relate to a Mortgage Loan not being a “qualified mortgage” as described in this section. 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, 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. With respect to each Non-Serviced Mortgage Loan, each Mortgage Loan Seller agrees that any document defect as such term is defined in the related controlling Non-Serviced PSA (other than a defect related to the promissory note for the related Non-Serviced Companion Loan) will constitute a document defect under the related MLPA.

If there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage Loan, the applicable mortgage loan seller 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 Rating Agency Confirmation.

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Notwithstanding the foregoing, in lieu of a mortgage loan seller repurchasing, substituting or curing such Material Defect, to the extent that the mortgage loan seller and the special servicer (with the consent of the Directing Certificateholder in respect of any Mortgage Loan (other than Non-Serviced Mortgage Loans, Excluded Loans or Servicing Shift Mortgage Loans) 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 issuing entity that would be deemed sufficient to compensate the issuing entity for such Material Defect (a “Loss of Value Payment”), the mortgage loan seller may elect, in its sole discretion, to pay such Loss of Value Payment. In connection with any such determination with respect to any non-Specially Serviced Loan, the master servicer will promptly provide the special servicer, but in any event within the time frame and in the manner provided in the PSA, with the servicing file and other such information to the extent set forth in the PSA in order to permit the special servicer to calculate the Loss of Value Payment as set forth in the PSA. Upon its making such payment, the mortgage loan seller will be deemed to have cured such Material Defect in all respects. A Loss of Value Payment may not be made with respect to any such Material Defect that would cause the applicable Mortgage Loan not to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage.

With respect to any Mortgage Loan, the “Purchase Price” will be equal to the sum of (1) the outstanding principal balance of such Mortgage Loan (or related REO Loan), as of the date of purchase, (2) all accrued and unpaid interest on the Mortgage Loan (or any related REO Loan) at the related Mortgage Rate in effect from time to time (excluding any portion of such interest that represents default interest or Excess Interest on the ARD Loan), to, but not including, the due date immediately preceding or coinciding with the Determination Date for the Collection Period of purchase, (3) all related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate, Special Servicing Fees (whether paid or unpaid), Workout Fees and any other additional trust fund expenses (except for Liquidation Fees) in respect of such Mortgage Loan and the related REO Loan, if any, (4) solely in the case of a repurchase or substitution by a mortgage loan seller, any unpaid Asset Representations Reviewer Asset Review Fee related to such Mortgage Loan and all reasonable out-of-pocket expenses reasonably incurred or to be incurred by the master servicer, the special servicer, the depositor, the certificate administrator or the trustee in respect of the omission, breach or defect giving rise to the repurchase or substitution obligation, including any expenses arising out of the enforcement of the repurchase or substitution obligation, including, without limitation, legal fees and expenses and any additional trust fund expenses relating to such Mortgage Loan or related REO Loan; provided, however, that such out-of-pocket expenses will not include expenses incurred by investors in instituting an Asset Review Vote Election, in taking part in an Asset Review Vote or in utilizing the dispute resolution provisions described in “—Dispute Resolution Provisions” below and (5) Liquidation Fees, if any, payable with respect to the affected Mortgage Loan (or related REO Loan)(which will not include any Liquidation Fees if such affected Mortgage Loan is repurchased prior to the expiration of the additional 90-day period immediately following the initial 90-day period).

A “Qualified Substitute Mortgage Loan” is a substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will be permitted) replacing a Mortgage Loan with respect to which a Material Defect exists that must, on the date of substitution:

(a)  have an outstanding principal balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the due date in the calendar month during which the substitution occurs;

(b)  have a fixed Mortgage Rate not less than the Mortgage Rate of the removed Mortgage Loan (determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan);

(c)  have the same due date and a grace period no longer than that of the removed Mortgage Loan;

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(d)  accrue interest on the same basis as the removed Mortgage Loan (for example, on an Actual/360 Basis);

(e)  have a remaining term to stated maturity not greater than, and not more than five years less than, the remaining term to stated maturity of the removed Mortgage Loan;

(f)   have a then-current loan-to-value ratio equal to or less than the lesser of (i) the loan-to-value ratio for the removed Mortgage Loan as of the Closing Date and (ii) 75%, in each case using a “value” for the Mortgaged Property as determined using an appraisal conducted by a member of the Appraisal Institute (“MAI”) prepared in accordance with the requirements of the FIRREA;

(g)  comply as of the date of substitution in all material respects with all of the representations and warranties set forth in the related MLPA;

(h)  have an environmental report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property and that will be delivered as a part of the related servicing file;

(i)   have a then-current debt service coverage ratio at least equal to the greater of (i) the original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date and (ii) 1.25x;

(j)   constitute a “qualified replacement mortgage” within the meaning of Code Section 860G(a)(4) as evidenced by an opinion of counsel (provided at the applicable mortgage loan seller’s expense);

(k)  not have a maturity date or an amortization period that extends to a date that is after the date two years prior to the Rated Final Distribution Date;

(l)   have comparable prepayment restrictions to those of the removed Mortgage Loan;

(m) not be substituted for a removed Mortgage Loan unless the trustee and the certificate administrator have received a Rating Agency Confirmation from each of the Rating Agencies (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable mortgage loan seller);

(n)  have been approved, so long as a Control Termination Event has not occurred and is not continuing, by the Directing Certificateholder;

(o)  prohibit Defeasance within two years of the Closing Date;

(p)  not be substituted for a removed Mortgage Loan if it would result in the termination of the REMIC status of any Trust REMIC or the imposition of tax on any Trust REMIC other than a tax on income expressly permitted or contemplated to be received by the terms of the PSA as determined by an opinion of counsel to be paid by the applicable mortgage loan seller;

(q)  have an engineering report that indicates no material adverse property condition or deferred maintenance with respect to the related Mortgaged Property with respect to the related Mortgaged Property that will be delivered as a part of the related servicing file; and

(r)   be current in the payment of all scheduled payments of principal and interest then due.

In the event that more than one Mortgage Loan is substituted for a removed Mortgage Loan or Mortgage Loans, then (x) the amounts described in clause (a) are required to be determined on the basis of aggregate principal balances and (y) each such proposed Qualified Substitute Mortgage Loan must individually satisfy each of the requirements specified in clauses (b) through (r) of the preceding sentence, except (z) the rates described in clause (b) above and the remaining term to stated maturity referred to in clause (e) above are required to be determined on a weighted average basis, provided that no individual Mortgage Rate (net of the Administrative Cost Rate) may be lower than the highest fixed Pass-Through Rate (not based on or subject to a cap equal to or based on the WAC Rate) of any class of

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Sequential Pay Certificates having a principal balance then-outstanding. When a Qualified Substitute Mortgage Loan is substituted for a removed Mortgage Loan, the applicable mortgage loan seller will be required to certify that the Mortgage Loan meets all of the requirements of the above definition and send the certification to the trustee, the certificate administrator, the operating advisor and the asset representations reviewer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder.

The foregoing repurchase or substitution obligation or the obligation to pay the Loss of Value Payment will constitute the sole remedy available to the Certificateholders and the trustee under the PSA for any uncured breach of any mortgage loan seller’s representations and warranties regarding the Mortgage Loans or any uncured document defect; provided, however, that if any breach pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document requires the related borrower to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan document(s), then the applicable mortgage loan seller will be required to cure such breach within the applicable cure period (as the same may be extended) by reimbursing the issuing entity (by wire transfer of immediately available funds) for the reasonable amount of any such costs and expenses incurred by parties to the PSA or the issuing entity that are incurred as a result of such breach and have not been reimbursed by the related borrower and the amount of any fees and expenses of the asset representations reviewer attributable to the Asset Review of such Mortgage Loan; provided, further, that in the event any such costs and expenses exceed $10,000, the applicable mortgage loan seller will have the option to either repurchase or substitute for the related Mortgage Loan as provided above or pay such costs and expenses. The applicable mortgage loan seller will remit the amount of these costs and expenses and upon its making such remittance, the applicable mortgage loan seller will be deemed to have cured the breach in all respects. The applicable mortgage loan seller will be the sole warranting party in respect of the Mortgage Loans sold by that mortgage loan seller to the depositor, and none of its affiliates and no other person will be obligated to repurchase or replace any affected Mortgage Loan or make a Loss of Value Payment in connection with a breach of any representation and warranty or in connection with a document defect if the applicable mortgage loan seller defaults on its obligation to do so.

Dispute Resolution Provisions

Each mortgage loan seller will be subject to the dispute resolution provisions described in “Pooling and Servicing Agreement—Dispute Resolution Provisions” to the extent those provisions are triggered with respect to any mortgage loan sold to the depositor by such mortgage loan seller and will be obligated under its Mortgage Loan Purchase Agreement to comply with all applicable provisions and to take part in any mediation or arbitration proceedings that may result.

Asset Review Obligations

Each mortgage loan seller will be obligated to perform its obligations described in “Pooling and Servicing Agreement—The Asset Representations Reviewer—Asset Review” relating to any Asset Reviews performed by the asset representations reviewer, and such mortgage loan seller will have the rights described in that heading.

Pooling and Servicing Agreement

General

The servicing and administration of the Mortgage Loans (other than Non-Serviced Mortgage Loans), any related Serviced Companion Loans and any related REO Properties (including the interest of holders of any Companion Loans in REO Properties acquired with respect to Serviced Whole Loans) will be governed by the PSA and the related Intercreditor Agreement.

Any Non-Serviced Mortgage Loans, Non-Serviced Companion Loans and related REO Properties (including the issuing entity’s interest in REO Properties acquired with respect to Non-Serviced Whole

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Loans) will be serviced by the Non-Serviced Master Servicer and the Non-Serviced Special Servicer under the related Non-Serviced PSA in accordance with such Non-Serviced PSA and the related Intercreditor Agreement.

The following summaries describe certain provisions of the PSA relating to the servicing and administration of the Mortgage Loans (other than Non-Serviced Mortgage Loans), any related Serviced Companion Loans and any related REO Properties. Unless otherwise specifically stated and except where the context otherwise indicates (such as with respect to P&I Advances), discussions in this section or in any other section of this prospectus regarding the servicing and administration of the Mortgage Loans should be read to include the servicing and administration of any related Serviced Companion Loans but not to include any Non-Serviced Mortgage Loans, any related Non-Serviced Companion Loans and any related REO Property. In the case of the Serviced Whole Loans, certain provisions of the related Intercreditor Agreement are described in “Description of the Mortgage Pool—The Whole Loans—Sun MHC Portfolio Whole Loan”, “—Intercontinental Kansas City Hotel Whole Loan” and “—Columbus Park Crossing Whole Loan”.

Certain provisions of the Non-Serviced PSAs relating to the servicing and administration of any Non-Serviced Whole Loans and any related REO Properties and the related Intercreditor Agreement are summarized in “Description of the Mortgage Pool—The Whole Loans—Williamsburg Premium Outlets Whole Loan”, “—Promenade Gateway Whole Loan”, “—Birch Run Premium Outlets Whole Loan”, “—Santa Monica Multifamily Portfolio Whole Loan” and “—Servicing of the Non-Serviced Mortgage Loans” below.

As to particular servicing matters, the discussion under this heading “Pooling and Servicing Agreement” is applicable with respect to Servicing Shift Whole Loans only while the PSA governs the servicing of such Servicing Shift Whole Loans. As described in “Risk Factors—Risks Related to Conflicts of Interest—The Servicing of Servicing Shift Whole Loans Will Shift to Others”, on and after the applicable Servicing Shift Securitization Date, the related Servicing Shift Whole Loan will be serviced pursuant to the related Servicing Shift PSA, and the provisions of such Servicing Shift PSA may be different than the terms of the PSA, although such Servicing Shift Whole Loan will still need to be serviced in compliance with the requirements of the related Intercreditor Agreement, as described in “Description of the Mortgage Pool—The Whole Loans”.

In general, (i) the master servicer will be responsible for the servicing and administration of the Mortgage Loans (other than Non-Serviced Mortgage Loans) and any related Serviced Companion Loans that are non-Specially Serviced Loans (except for certain matters as to which the consent or other involvement of the special servicer is required), and (ii) the special servicer will be responsible for the servicing and administration of Specially Serviced Loans and REO Properties and, in certain circumstances, the special servicer will review, evaluate and/or provide or withhold consent as to certain major decisions and other transactions relating to the Mortgage Loans (other than Non-Serviced Mortgage Loans) and any related Serviced Companion Loans when such Mortgage Loans and Serviced Companion Loans are non-Specially Serviced Loans.

The PSA 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 Non-Serviced Mortgage Loans) and any related 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 Periodic Payment or balloon payment with respect to the Mortgage Loans and any related Serviced Companion Loans it is servicing.

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 each of the mortgage loan sellers pursuant to separate MLPAs. See “Transaction Parties—The Sponsors and Mortgage Loan Sellers” and “Description of the Mortgage Loan Purchase Agreements”.

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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 under the MLPAs, to the trustee for the benefit of the holders of the certificates. On or prior to the Closing Date, the depositor will require the mortgage loan sellers to deliver to the certificate administrator, in its capacity as custodian, the Mortgage Notes and certain other documents and instruments with respect to the Mortgage Loans (other than Non-Serviced Mortgage Loans) or Serviced Whole Loans. The custodian will hold such documents in the name of the issuing entity 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 document defects to the parties to the PSA and the Directing Certificateholder (so long as no Consultation Termination Event has occurred and is continuing) and the related mortgage loan seller.

In addition, pursuant to the related MLPA, each mortgage loan seller will be required to deliver the Diligence Files for each of its Mortgage Loans to the depositor by uploading such Diligence Files to the designated Intralinks website within 60 days following the Closing Date, and the depositor will be required to deliver to the certificate administrator an electronic copy of such Diligence Files to be posted to the secure data room.

Pursuant to the PSA, 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 MLPAs and any rights and remedies that the depositor has against the mortgage loan sellers under the MLPAs with respect to any Material Defect. See “—Enforcement of Mortgage Loan Seller’s Obligations Under the MLPA” below and “Description of the Mortgage Loan Purchase Agreements”.

Servicing Standard

The master servicer and the special servicer will each be required to diligently service and administer the Mortgage Loans (excluding the Non-Serviced Mortgage Loans), any related Serviced Companion Loans and the related REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan), for which it is responsible in accordance with applicable law, the terms of the PSA, the Mortgage Loan documents, and the related Intercreditor Agreements 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 the master servicer or the special servicer, as the case may be, services and administers similar mortgage loans for other third-party portfolios, and

(2)     the same care, skill, prudence and diligence with which the master servicer or special servicer, as the case may be, services and administers similar mortgage loans owned by the master servicer or the special servicer,

as the case may be, with a view to: (A) the timely recovery of all payments of principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced Loan or an REO Property, the maximization of timely recovery of principal and interest on a net present value basis on the Mortgage Loans and any related Serviced Companion Loans, and the best interests of the issuing entity and the Certificateholders (as a collective whole as if such Certificateholders constituted a single lender) (and, in the case of any Whole Loan, the best interests of the issuing entity, the Certificateholders and the holder of the related Companion Loan (as a collective whole as if such Certificateholders and the holder or holders of the related Companion Loan constituted a single lender), taking into account the pari passu or subordinate nature of the related Companion Loan) as determined by the master servicer or the special servicer, as the case may be, in its reasonable judgment, in either case giving due consideration to the customary and usual standards of practice of prudent, institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without regard to any conflict of interest arising from:

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(A)  any relationship that the master servicer or the special servicer, as the case may be, or any of their respective affiliates, as the case may be, may have with any of the borrowers, the sponsors, the mortgage loan sellers, the originators, any party to the PSA or any affiliate of the foregoing;

(B)  the ownership of any certificate (or any interest in any Companion Loan, mezzanine loan or subordinate debt relating to a Mortgage Loan) by the master servicer or special servicer, as the case may be, or any of their respective affiliates;

(C)  the obligation, if any, of the master servicer to make advances;

(D)  the right of the master servicer or the special servicer, as the case may be, or any of its affiliates to receive compensation or reimbursement of costs under the PSA generally or with respect to any particular transaction;

(E)  the ownership, servicing or management for others of any other mortgage loans, subordinate debt, mezzanine loans or properties not covered by the PSA or held by the issuing entity by the master servicer or special servicer, as the case may be, or any of its affiliates;

(F)  any debt that the master servicer or the special servicer, as the case may be, or any of its affiliates, has extended to any underlying borrower or an affiliate of any borrower (including, without limitation, any mezzanine financing);

(G)  any option to purchase any Mortgage Loan or the related Companion Loan the master servicer or special servicer, as the case may be, or any of its affiliates, may have; and

(H)  any obligation of the master servicer, the special servicer or one of their respective affiliates, to repurchase or substitute for a Mortgage Loan as a mortgage loan seller (if the master servicer or the special servicer or one of their respective affiliates is a mortgage loan seller)(the foregoing, collectively referred to as the “Servicing Standard”).

All net present value calculations and determinations made under the PSA 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 (i) for principal and interest payments on the Mortgage Loan or Serviced Companion Loan or sale of a Defaulted 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) of the related Mortgaged Property.

In the case of a Non-Serviced Mortgage Loan, the master servicer and special servicer will be required to act in accordance with the Servicing Standard with respect to any action required to be taken regarding such Non-Serviced Mortgage Loan pursuant to their respective obligations under the PSA.

Subservicing

The master servicer and the special servicer may delegate and/or assign some or all of their respective servicing obligations and duties with respect to some or all of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans to one or more third-party sub-servicers provided that the master servicer and the special servicer, as applicable, will not thereby be relieved of any of those obligations or duties under the PSA and will remain responsible for the acts or omissions of any such sub-servicers. A sub-servicer may be an affiliate of the depositor, the master servicer or the special servicer. Notwithstanding the foregoing, the special servicer may not enter into any sub-servicing agreement which provides for the performance by third parties of any or all of its obligations under the PSA without, with respect to any Mortgage Loan prior to the occurrence and continuance of a

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Control Termination Event, the consent of the Directing Certificateholder, except to the extent necessary for the special servicer to comply with applicable regulatory requirements.

Each sub-servicing agreement between the master servicer or special servicer and a sub-servicer (a “Sub-Servicing Agreement”) will generally be required to provide that (i) if for any reason the master servicer or special servicer, as applicable, is no longer acting in that capacity (including, without limitation, by reason of a Servicer Termination Event), the trustee or any successor master servicer or special servicer, as applicable, may assume or terminate such party’s rights and obligations under such Sub-Servicing Agreement and (ii) the sub-servicer will be in default under such Sub-Servicing Agreement and such Sub-Servicing Agreement will be terminated if the sub-servicer fails (A) to deliver by the due date any Exchange Act reporting items required to be delivered to the master servicer pursuant to the PSA or such Sub-Servicing Agreement or to the master servicer under any other pooling and servicing agreement that the depositor is a party to, or (B) to perform in any material respect any of its covenants or obligations contained in such Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required in order for any party to the PSA to perform its obligations under the PSA or under the Exchange Act reporting requirements of any other pooling and servicing agreement that the depositor is a party to. No sub-servicer will be permitted under any Sub-Servicing Agreement to make material servicing decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents, without the consent of the master servicer or special servicer, as applicable.

Generally, the master servicer will be solely liable for all fees owed by it to any sub-servicer retained by the master servicer, without regard to whether the master servicer’s compensation pursuant to the PSA is sufficient to pay those fees. Each sub-servicer will be required to be reimbursed by the master servicer for certain expenditures which such sub-servicer makes, generally to the same extent the master servicer would be reimbursed under the PSA.

Advances

P&I Advances

On the business day immediately preceding each Distribution Date (the “Master Servicer Remittance Date”), except as otherwise described below, the master servicer will be obligated, unless determined to be non-recoverable as described below, to make advances (each, a “P&I Advance”) out of its own funds or, subject to the replacement of those funds as provided in the PSA, certain funds held in the Collection Account that are not required to be part of the Available Funds for that Distribution Date, in an amount equal to (but subject to reduction as described below) the aggregate of:

(1) all Periodic Payments (net of any applicable Servicing Fees (other than, in the case of any Non-Serviced Mortgage Loan, the servicing fee rate pursuant to the related Non-Serviced PSA)) that were due on the Mortgage Loans (including the Non-Serviced Mortgage Loans) and any REO Loan (other than any portion of an REO Loan related to a Companion Loan) during the related Collection Period and not received as of the business day preceding the Master Servicer Remittance Date; and

(2) in the case of each Mortgage Loan delinquent in respect of its balloon payment as of the Master Servicer Remittance Date (including any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as to which the balloon payment would have been past due), an amount equal to its Assumed Scheduled Payment.

The master servicer’s obligations to make P&I Advances in respect of any Mortgage Loan (including the Non-Serviced Mortgage Loans) or REO Loan (other than any portion of a REO Loan related to a Companion Loan) will continue, except if a determination as to non-recoverability is made, through and up to (but not including) the Distribution Date on which liquidation of the Mortgage Loan or disposition of the REO Property, as the case may be, occurs. However, no interest will accrue on any P&I Advance made with respect to a Mortgage Loan unless the related Periodic Payment is received after the related Due Date has passed and any applicable grace period has expired or if the related Periodic Payment is received after the Determination Date but on or prior to the Master Servicer Remittance Date. To the

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extent that the master servicer fails to make a P&I Advance that it is required to make under the PSA, the trustee will be required to make the required P&I Advance in accordance with the terms of the PSA.

If an Appraisal Reduction Amount has been assessed with respect to any Mortgage Loan (or, in the case of any Non-Serviced Whole Loan, an appraisal reduction has been assessed in accordance with the related Non-Serviced PSA and the master servicer has notice of such Appraisal Reduction Amount), then the interest portion of any P&I Advance in respect of that Mortgage Loan for the related Distribution Date will be reduced (there will be no reduction in the principal portion, if any, of such P&I Advance) to equal the product of (x) the amount of the interest portion of the P&I Advance for that Mortgage Loan for the related Distribution Date without regard to this sentence, and (y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated Principal Balance of that Mortgage Loan immediately prior to the related Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of any Whole Loan, the portion of such Appraisal Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated Principal Balance of that Mortgage Loan immediately prior to the related Distribution Date.

Neither the master servicer nor the trustee will be required to make a P&I Advance for a balloon payment, default interest, late payment charges, yield maintenance charges, prepayment premiums or Excess Interest or with respect to any Companion Loan.

With respect to any Non-Serviced Whole Loan, if any servicer under the related Non-Serviced PSA determines that a P&I Advance with respect to the related Non-Serviced Companion Loan, if made, would be non-recoverable, such determination will not be binding on the master servicer and the trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Mortgage Loan. Similarly, with respect to any Non-Serviced Mortgage Loan, if the master servicer determines that any P&I Advance with respect to such Non-Serviced Mortgage Loan, if made, would be non-recoverable, such determination will not be binding on the related master servicer and related trustee under the related Non-Serviced PSA as such determination relates to any proposed P&I Advance with respect to any related Non-Serviced Companion Loan (unless the related Non-Serviced PSA provides otherwise).

Servicing Advances

In addition to P&I Advances, except as otherwise described in “—Recovery of Advances” below and except in certain limited circumstances described below, the master servicer will also be obligated (subject to the limitations described in this prospectus), to make advances (“Servicing Advances” and, collectively with P&I Advances, “Advances”) in connection with the servicing and administration of any Mortgage Loan (other than Non-Serviced Mortgage Loans) and any related Companion Loans, as applicable, in connection with the servicing and administration of any Mortgaged Property or REO Property, in order 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 or enforce the related Mortgage Loan documents or to protect, lease, manage and maintain the related Mortgaged Property. To the extent that the master servicer fails to make a Servicing Advance that it is required to make under the PSA and the trustee has received notice or otherwise has actual knowledge of this failure, the trustee will be required to make the required Servicing Advance in accordance with the terms of the PSA.

However, neither the master servicer nor the trustee will make any Servicing Advance in connection with the exercise of any cure rights or purchase rights granted to the holder of a Serviced Companion Loan under the related Intercreditor Agreement or the PSA.

The special servicer will have no obligation to make any Servicing Advances. No Servicing Advances will be made with respect to any Serviced Whole Loan if the related Mortgage Loan is no longer held by the issuing entity or if such Serviced Whole Loan is no longer serviced under the PSA and no Servicing Advances will be made for any Non-Serviced Whole Loan under the PSA. Any requirement of the master servicer or the trustee to make an Advance in the PSA 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 or the related Companion Loan.

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The master servicer will also be obligated to make Servicing Advances with respect to Serviced Whole Loans. With respect to any Non-Serviced Whole Loan, the applicable servicer under the related Non-Serviced PSA will be obligated to make servicing advances with respect to such Non-Serviced Whole Loan. See “—Servicing of the Non-Serviced Mortgage Loans” below and “Description of the Mortgage Pool—The Whole Loans—Williamsburg Premium Outlets Whole Loan”, “—Promenade Gateway Whole Loan”, “—Birch Run Premium Outlets Whole Loan” and “—Santa Monica Multifamily Portfolio Whole Loan”.

Nonrecoverable Advances

Notwithstanding the foregoing, no party will be obligated to make any Advance that it determines in its reasonable judgment would, if made, not be recoverable (including recovery of interest on the Advance) out of Related Proceeds (a “Nonrecoverable Advance”). In addition, the special servicer may, at its option (with respect to any Specially Serviced Loan, in consultation with, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder) make a determination in accordance with the Servicing Standard that any P&I Advance or Servicing Advance, if made, would be a Nonrecoverable Advance, and if it makes such a determination, must deliver to the master servicer (and, with respect to a Serviced Mortgage Loan, to any master servicer or special servicer under the PSA governing any securitization trust into which the related Serviced Pari Passu Companion Loan is deposited, and, with respect to any Non-Serviced Mortgage Loan, the related master servicer under the related Non-Serviced PSA), the certificate administrator, the trustee, the operating advisor and the 17g-5 Information Provider notice of such determination, which determination may be conclusively relied upon by, but will not be binding upon, the master servicer and the trustee. The special servicer will have no such obligation to make an affirmative determination that any P&I Advance or Servicing Advance is, or would be, recoverable, and in the absence of a determination by the special servicer that such an Advance is non-recoverable, each such decision will remain with the master servicer or the trustee, as applicable. If the special servicer makes a determination that only a portion, and not all, of any previously made or proposed P&I Advance or Servicing Advance is non-recoverable, the master servicer and the trustee will have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed P&I Advance or Servicing Advance is non-recoverable.

In making such non-recoverability determination, each person will be entitled to consider (among other things): (a) the obligations of the borrower under the terms of the related Mortgage Loan or Companion Loan, as applicable, as it may have been modified, (b) the related Mortgaged Properties in their “as-is” or then-current conditions and occupancies, as modified by such party’s assumptions regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, (c) estimated future expenses, and (d) estimated timing of recoveries, and will be entitled to give due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred or delayed by the master servicer or the trustee, as applicable, in light of the fact that Related Proceeds are a source of recovery not only for the Advance under consideration but also a potential source of recovery for such delayed or deferred Advance. In addition, any such person may update or change its recoverability determinations (but not reverse any other person’s determination or prohibit any such other authorized Person from making a determination, that an Advance is non-recoverable) at any time and may obtain at the expense of the issuing entity any analysis, appraisals or market value estimates or other information for such purposes. Absent bad faith, any non-recoverability determination described in this paragraph will be conclusive and binding on the Certificateholders, and may be conclusively relied upon by, but is not binding upon, the master servicer and the trustee. The master servicer and the trustee will be entitled to rely conclusively on any non-recoverability determination of the special servicer. Nonrecoverable Advances will represent a portion of the losses to be borne by the Certificateholders.

Recovery of Advances

The master servicer or the trustee, as applicable, will be entitled to recover (a) any Servicing Advance made out of its own funds from any amounts collected in respect of a Mortgage Loan (or, consistent with the related Intercreditor Agreement, a Serviced Whole Loan) as to which such Servicing Advance was

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made, and (b) any P&I Advance made out of its own funds from any amounts collected in respect of a Mortgage Loan as to which such P&I Advance was made, whether in the form of late payments, insurance and condemnation proceeds, liquidation proceeds or otherwise from the related Mortgage Loan (“Related Proceeds”). Each of the master servicer and the trustee will be entitled to recover any Advance by it that it subsequently determines to be a Nonrecoverable Advance out of general collections relating to the Mortgage Loans on deposit in the Collection Account (first from principal collections and then from any other collections). Amounts payable in respect of each Serviced Companion Loan pursuant to the related Intercreditor Agreement will not be available for distributions on the certificates or for the reimbursement of Nonrecoverable Advances of principal or interest with respect to the related Mortgage Loan, but will be available, in accordance with the PSA and related Intercreditor Agreement, for the reimbursement of any Servicing Advances with respect to the related Serviced Whole Loan. With respect to a Servicing Advance on a Serviced Whole Loan, the master servicer will be entitled to reimbursement first, from amounts that would have been allocable to the holder of the related Mortgage Loan and any related Serviced Companion Loan, on a pro rata basis (based on each such loan’s outstanding principal balance), and then, if the Servicing Advance is a Nonrecoverable Advance, from general collections of the issuing entity; 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 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 Companion Loans from the holders of such Companion Loans.

If the funds in the Collection Account relating to the Mortgage Loans allocable to principal on the Mortgage Loans are insufficient to fully reimburse the party entitled to reimbursement, then such party as an accommodation may elect, on a monthly basis, at its sole option and 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) for a time as required to reimburse the excess portion from principal for a consecutive period up to 12 months (provided that any such deferral exceeding 6 months will require, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder) and any election to so defer will be deemed to be in accordance with the Servicing Standard; provided that no such deferral may occur at any time to the extent that amounts otherwise distributable as principal are available for such reimbursement.

In connection with a potential election by the master servicer or the trustee to refrain from the reimbursement of all or a portion of a particular Nonrecoverable Advance during the one month collection period ending on the related Determination Date for any Distribution Date, the master servicer or the trustee will be authorized to wait for principal collections on the Mortgage Loans to be received until the end of such collection period before making its determination of whether to refrain from the reimbursement of all or a portion of a particular Nonrecoverable Advance; provided, however, that if, at any time the master servicer or the trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during a one month collection period will exceed the full amount of the principal portion of general collections deposited in the Collection Account for such Distribution Date, then the master servicer or the trustee, as applicable, will be required to give the 17g-5 Information Provider 15 days’ notice of such determination for posting on the 17g-5 Information Provider’s website, unless extraordinary circumstances make such notice impractical. Notwithstanding the foregoing, failure to give such notice will in no way affect the master servicer’s or the trustee’s election whether to refrain from obtaining such reimbursement.

Each of the master servicer and the trustee will be entitled to recover any Advance that is outstanding at the time that a Mortgage Loan is modified but is not repaid in full by the borrower in connection with such modification but becomes an obligation of the borrower to pay such amounts in the future (such Advance, together with interest on that Advance, a “Workout-Delayed Reimbursement Amount”) out of principal collections on the Mortgage Loans in the Collection Account.

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Any amount that constitutes all or a portion of any Workout-Delayed Reimbursement Amount may in the future be determined to constitute a Nonrecoverable Advance and thereafter will be recoverable as any other Nonrecoverable Advance.

In connection with its recovery of any Advance, each of the master servicer and the trustee will be entitled to be paid, out of any amounts relating to the Mortgage Loans then on deposit in the Collection Account, interest at the Prime Rate (the “Reimbursement Rate”) accrued on the amount of the Advance from the date made to, but not including, the date of reimbursement. Neither the master servicer nor the trustee will be entitled to interest on P&I Advances that accrues before the related due date has passed and any applicable grace period has expired. The “Prime Rate” will be the prime rate, for any day, set forth in The Wall Street Journal, New York edition.

See “—Servicing of the Non-Serviced Mortgage Loans” below and “Description of the Mortgage Pool—The Whole Loans” for reimbursements of servicing advances made in respect of each Non-Serviced Whole Loan under the related Non-Serviced PSA.

Accounts

The master servicer will be required to establish and maintain, or to cause to be established and maintained, one or more accounts and subaccounts (collectively, the “Collection Account”) in its own name on behalf of the trustee and for the benefit of the Certificateholders. The master servicer is required to deposit in the Collection Account within 2 Business Days following receipt of properly identified funds, all payments and collections due after the Cut-off Date and other amounts received or advanced with respect to the Mortgage Loans (including, without limitation, 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 Mortgaged Property or released to the related borrower in accordance with the Servicing Standard (or, if applicable, a special servicer) and/or the terms and conditions of the related Mortgage) (the “Insurance and Condemnation Proceeds”) and all other amounts received and retained in connection with the liquidation of any defaulted Mortgage Loan and any related defaulted Companion Loan or property acquired by foreclosure or otherwise (the “Liquidation Proceeds”)) together with the net operating income (less reasonable reserves for future expenses) derived from the operation of any REO Properties. Notwithstanding the foregoing, the collections on the Whole Loans will be limited to the portion of such amounts that are payable to the holder of the related Mortgage Loan pursuant to the related Intercreditor Agreement.

The master servicer will also be required to establish and maintain a segregated custodial account (the “Serviced Whole Loan Custodial Account”) with respect to each Serviced Whole Loan, which may be a sub-account of the Collection Account, and deposit amounts collected in respect of each Serviced Whole Loan in the related Serviced Whole Loan Custodial Account. The issuing entity will only be entitled to amounts on deposit in a Serviced Whole Loan Custodial Account to the extent these funds are not otherwise payable to the holder of a related Serviced Companion Loan or payable or reimbursable to any party to the PSA. Any amounts in a Serviced Whole Loan Custodial Account to which the issuing entity is entitled will be transferred on a monthly basis to the Collection Account.

With respect to each Distribution Date, the master servicer will be required to disburse from the Collection Account and remit to the certificate administrator for deposit into the Lower-Tier REMIC Distribution Account in respect of the Mortgage Loans, to the extent of funds on deposit in the Collection Account, on the related Master Servicer Remittance Date, the Available Funds (excluding any interest deposit amount, if any) for such Distribution Date and any yield maintenance charges or prepayment premiums received as of the related Determination Date. The certificate administrator is required to establish and maintain various accounts, including a “Lower-Tier REMIC Distribution Account”, and an “Upper-Tier REMIC Distribution Account”, each of which may be sub-accounts of a single account (collectively, the “Distribution Accounts”), in its own name on behalf of the trustee and for the benefit of the Certificateholders.

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On each Distribution Date, the certificate administrator is required to apply amounts on deposit in the Upper-Tier REMIC Distribution Account (which will include all funds that were remitted by the master servicer from the Collection Account),  plus, among other things, any P&I Advances less amounts, if any, distributable to the Class V and Class R certificates as set forth in the PSA generally to make distributions of interest and principal from Available Funds to the holders of the Regular Certificates, as described in “Description of the Certificates—Distributions”.

The certificate administrator will be required to establish and maintain an account (the “Interest Reserve Account”) which may be a sub-account of the Distribution Account, in its own name on behalf of the trustee for the benefit of the Certificateholders. On the Master Servicer Remittance Date occurring each February and on any Master Servicer Remittance Date occurring in any January which occurs in a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date), the certificate administrator will be required to deposit amounts remitted by the master servicer or P&I Advances made on the related Mortgage Loans into the Interest Reserve Account during the related interest period, in respect of the Mortgage Loans that accrue interest on an Actual/360 Basis (collectively, the “Actual/360 Loans”), in an amount equal to one day’s interest at the Net Mortgage Rate for each such Actual/360 Loan on its Stated Principal Balance and as of the Distribution Date in the month preceding the month in which the Master Servicer Remittance Date occurs, to the extent a Periodic Payment or P&I Advance or other deposit is made in respect of the Mortgage Loans (all amounts so deposited in any consecutive January (if applicable) and February, “Withheld Amounts”). On the Master Servicer Remittance Date occurring each March (or February, if the related Distribution Date is the final Distribution Date), the certificate administrator will be required to withdraw from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding January (if applicable) and February, if any, and deposit that amount into the Lower-Tier REMIC Distribution Account.

The certificate administrator will be required to establish and maintain an account (the “Excess Interest Distribution Account”), which may be a sub-account of the Distribution Account, in the name of the trustee for the benefit of the holders of the Class V certificates. Prior to the applicable Distribution Date, the master servicer is required to remit to the certificate administrator for deposit into the Excess Interest Distribution Account an amount equal to the Excess Interest received by the master servicer on or prior to the related Determination Date.

The certificate administrator may be required to establish and maintain an account (the “Gain-on-Sale Reserve Account”), which may be a sub-account of the Distribution Account, in its own name on behalf of the trustee for the benefit of the Certificateholders. To the extent that any gains are realized on sales of Mortgaged Properties (or, with respect to any Whole Loan, the portion of such amounts that are payable on the related Mortgage Loan pursuant to the related Intercreditor Agreement), such gains will be applied on the applicable Distribution Date as part of Available Funds to all amounts due and payable on the Regular Certificates (including to reimburse for Realized Losses previously allocated to such certificates), and to the extent not so applied, such gains will be held and applied to offset future Realized Losses, if any (as determined by the special servicer). Any remaining amounts will be distributed to the Class R certificates.

Other accounts required to be established pursuant to the PSA are one or more segregated custodial accounts (the “REO Account”) for collections from REO Properties. Each REO Account will be maintained by the special servicer in its own name on behalf of the trustee and for the benefit of the Certificateholders.

The Collection Account, the Serviced Whole Loan Collection Account, the Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve Account and the REO Account are collectively referred to as the “Securitization Accounts” (but with respect to any Whole Loan, only to the extent of the issuing entity’s interest in the Whole Loan). Each of the foregoing accounts will be held at a depository institution or trust company meeting the requirements of the PSA.

Amounts on deposit in the foregoing accounts may be invested in certain United States government securities and other investments meeting the requirements of the PSA (“Permitted Investments”). Interest or other income earned on funds in the accounts maintained by the master servicer, the certificate

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administrator or the special servicer, as applicable, if any, will be payable to such person as additional compensation, and such person will be required to bear any losses resulting from their investment of such funds.

Withdrawals from the Collection Account

The master servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount of the Collection Account, exclusive of the Serviced Whole Loan Custodial Account that may be a subaccount of the Collection Account) for any of the following purposes, in each case only to the extent permitted under the PSA and with respect to the Serviced Whole Loan, subject to the terms of the related Intercreditor Agreement, without duplication (the order set forth below not constituting an order of priority for such withdrawals):

(i) to remit on each Master Servicer Remittance Date (A) to the certificate administrator for deposit into the Lower-Tier REMIC Distribution Account certain portions of the Available Funds and any prepayment premiums or yield maintenance charges attributable to the Mortgage Loans on the related Distribution Date, (B)  to the certificate administrator for deposit into the Excess Interest Distribution Account an amount equal to the Excess Interest received in the applicable one-month period ending on the related Determination Date, if any, or (C) to the certificate administrator for deposit into the Interest Reserve Account an amount required to be withheld as described in “—Accounts” above;

(ii) to pay or reimburse the master servicer and the trustee, as applicable, pursuant to the terms of the PSA for Advances made by any of them and interest on Advances (the master servicer’s, special servicer’s or the trustee’s respective right, as applicable, to reimbursement for items described in this clause (ii) being limited as described in “—Advances” above) (provided that with respect to each Serviced Whole Loan, such reimbursements are subject to the terms of the related Intercreditor Agreement);

(iii) to pay to the master servicer and the special servicer, as compensation, the aggregate unpaid servicing compensation;

(iv) to pay itself any Net Prepayment Interest Excess;

(v) to pay to the operating advisor the Operating Advisor Consulting Fee (but only to the extent actually received from the related borrower) or the Operating Advisor Fee;

(vi) to pay to the asset representations reviewer the unpaid Asset Representations Reviewer Asset Review Fee (to the extent such fee is to be paid by the issuing entity);

(vii) to reimburse the trustee, the special servicer and the master servicer, as applicable, for certain Nonrecoverable Advances or Workout-Delayed Reimbursement Amounts;

(viii) to reimburse the master servicer, the special servicer or the trustee, as applicable, for any unreimbursed expenses reasonably incurred with respect to each related Mortgage Loan that has been repurchased or substituted by such person pursuant to the PSA or otherwise;

(ix) to reimburse the master servicer or the special servicer for any unreimbursed expenses reasonably incurred by such person in connection with the enforcement of the applicable mortgage loan seller’s obligations under the applicable section of the related MLPA;

(x) to pay for any unpaid costs and expenses incurred by the issuing entity;

(xi) to pay the master servicer and the special servicer, as applicable, as additional servicing compensation, (A) interest and investment income earned in respect of amounts relating to the issuing entity held in the Collection Account and the companion loan distribution account (but only to the extent of the net investment earnings during the applicable one month period ending on the related Distribution Date) and (B) certain penalty charges and default interest;

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(xii) to recoup any amounts deposited in the Collection Account in error;

(xiii) to the extent not reimbursed or paid pursuant to any of the above clauses, to reimburse or pay the master servicer, the special servicer, the operating advisor, the asset representations reviewer, the depositor or any of their respective directors, officers, members, managers, employees and agents, unpaid additional expenses of the issuing entity and certain other unreimbursed expenses incurred by such person pursuant to and to the extent reimbursable under the PSA and to satisfy any indemnification obligations of the issuing entity under the PSA;

(xiv) to pay for the cost of the opinions of counsel or the cost of obtaining any extension to the time in which the issuing entity is permitted to hold REO Property;

(xv) to pay any applicable federal, state or local taxes imposed on either Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent that none of the master servicer, the special servicer, the certificate administrator or the trustee is liable under the PSA;

(xvi) to pay the CREFC^® Intellectual Property Royalty License Fee;

(xvii) to reimburse the certificate administrator out of general collections on the Mortgage Loans and REO Properties for legal expenses incurred by and reimbursable to it by the issuing entity of any administrative or judicial proceedings related to an examination or audit by any governmental taxing authority;

(xviii) to pay the applicable mortgage loan seller or any other person, with respect to each Mortgage Loan, if any, previously purchased or replaced by such person pursuant to the PSA, all amounts received thereon subsequent to the date of purchase or replacement relating to periods after the date of purchase or replacement; and

(xix) to clear and terminate the Collection Account pursuant to a plan for termination and liquidation of the issuing entity.

No amounts payable or reimbursable to the parties to the PSA out of general collections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the related Companion Loan.

Certain costs and expenses (such as a pro rata share of any related Servicing Advances) allocable to the Mortgage Loan (other than a Non-Serviced Mortgage Loan) that is part of a Serviced Whole Loan may be paid or reimbursed out of payments and other collections on the other Mortgage Loans, subject to the issuing entity’s right to reimbursement from future payments and other collections on the related Companion Loan or from general collections with respect to the securitization of the related Companion Loan. If the master servicer makes, with respect to any Serviced Whole Loan, any reimbursement or payment out of the Collection Account to cover the related Serviced Companion Loan’s share of any cost, expense, indemnity, Servicing Advance or interest on such Servicing Advance, or fee with respect to such Serviced Whole Loan, then the master servicer (with respect to non-Specially Serviced Loans) and the special servicer (with respect to Specially Serviced Loans) must use efforts consistent with the Servicing Standard to collect such amount out of collections on such Serviced Companion Loan or, if and to the extent permitted under the related Intercreditor Agreement, from the holder of the related Serviced Companion Loan.

The master servicer will also be entitled to make withdrawals, from time to time, from the Collection Account of amounts necessary for the payments or reimbursements required to be paid to the parties to the applicable Non-Serviced PSA, pursuant to the applicable Intercreditor Agreement and the applicable Non-Serviced PSA. See “—Servicing of the Non-Serviced Mortgage Loans” and “Description of the Mortgage Pool—The Whole Loans”.

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If a P&I Advance is made with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) that is part of a Whole Loan, then that P&I Advance, together with interest on such P&I Advance, may only be reimbursed out of future payments and collections on that Mortgage Loan or, as and to the extent described in “—Advances” above, on other Mortgage Loans, but not out of payments or other collections on the related Serviced Companion Loan. Likewise, the Certificate Administrator/Trustee Fee and the Operating Advisor Fee that accrue with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) that is part of a Whole Loan and any other amounts payable to the operating advisor may only be paid out of payments and other collections on such Mortgage Loan and/or the Mortgage Pool generally, but not out of payments or other collections on the related Serviced Companion Loan.

Servicing and Other Compensation and Payment of Expenses

General

The master servicer, special servicer, certificate administrator, trustee, operating advisor and asset representations reviewer will be entitled to payment of certain fees as compensation for services performed under the PSA. Below is a summary of the fees payable to the master servicer, special servicer, certificate administrator, trustee, operating advisor and (under some circumstances) asset representations reviewer from amounts that the issuing entity is entitled to receive or amounts paid by certain third parties. In addition, CREFC^® will be entitled to a license fee for use of their names and trademarks, including the CREFC^® Investor Reporting Package. Certain additional fees and costs payable by the related borrowers are allocable to the master servicer, special servicer, trustee, and operating advisor, but such amounts are not payable from amounts that the issuing entity is entitled to receive.

The amounts available for distribution on the certificates on any Distribution Date will generally be net of the following amounts:

Type/Recipient	Amount	Frequency	Source of Payment
Fees
Servicing Fee/master servicer and any related primary servicer	The Stated Principal Balance of each Mortgage Loan, REO Loan or Serviced Companion Loan multiplied by the Servicing Fee Rate calculated on the same basis as interest accrues on the Mortgage Loan, REO Loan or Serviced Companion Loan.	Monthly	Payment of interest on the related Mortgage Loan, REO Loan or Serviced Companion Loan.
Additional Master Servicing Compensation/master servicer	Prepayment interest excess (to the extent any excess exceeds the amount of any Prepayment Interest Shortfalls).	From time to time	Any actual prepayment interest excess.
Additional Master Servicing Compensation/master servicer	100% of any amounts collected for checks returned for insufficient funds.	From time to time	The related fees.
Additional Master Servicing Compensation/master servicer	All investment income earned on amounts on deposit in the Collection Account and certain custodial and reserve accounts and fees for insufficient funds on returned checks.	Monthly	The investment income.

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Type/Recipient  Amount Frequency Source of Payment

Special Servicing Fee/special servicer	The Stated Principal Balance of each Specially Serviced Loan (including any related Serviced Companion Loan) and REO Loan multiplied by the Special Servicing Fee Rate calculated on the same basis as interest accrues on the Mortgage Loan, REO Loan or Serviced Companion Loan.	Monthly	First out of collections on the related Mortgage Loan and REO Loan and then from general collections in the collection account (and custodial account with respect to a Serviced Companion Loan, if applicable), subject to certain limitations.
Workout Fee/special servicer	1.0% of each collection of principal and interest on each Corrected Loan (including any related Serviced Companion Loan), subject to a cap described in “—Special Servicing Compensation”.	Monthly	The related collection of principal or interest.
Liquidation Fee/special servicer	1.0% of each recovery of Liquidation Proceeds, net of certain expenses related to the liquidation and subject to a cap described in “—Special Servicing Compensation”.	Upon receipt of Liquidation Proceeds	The related Liquidation Proceeds.
Additional Servicing Compensation/master servicer and/or special servicer	All late payment fees and Net Default Interest, Modification Fees, assumption application fees, assumption, waiver consent and earnout fees, defeasance fees, review fees, demand fees, beneficiary statement charges and/or other similar items.(1)	From time to time	The related fees.
	Solely payable to the special servicer, all interest or other income earned on deposits in any REO Account.	Monthly	The investment income.
Certificate Administrator/Trustee Fee/certificate administrator/trustee	The Certificate Administrator/Trustee Fee Rate multiplied by the Stated Principal Balance of the Mortgage Loans and REO Loans calculated on the same basis as interest accrues on the Mortgage Loans and REO Loans.	Monthly	Payment of interest on the related Mortgage Loan or REO Loan.
Operating Advisor Fee/operating advisor	The Operating Advisor Fee Rate multiplied by the Stated Principal Balance of the Mortgage Loans and the REO Loans (other than any Non-Serviced Mortgage Loans) calculated on the same basis as interest accrued on the Mortgage Loans and REO Loans.	Monthly	Payment of interest on the related Mortgage Loan or REO Loan.

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Type/Recipient  Amount Frequency Source of Payment

Operating Advisor Consulting Fee/operating advisor	A fee in connection with each Major Decision for which the operating advisor has consulting rights equal to $10,000 or such lesser amount as the related borrower agrees to pay with respect to any Mortgage Loan or REO Loan.	From time to time	Paid by related borrower.
Asset Representations Reviewer Asset Review Fee/asset representations reviewer	A reasonable and customary hourly fee, plus any related costs and expenses; provided that such fee will not be greater than the Asset Representations Reviewer Cap	From time to time	Payable by the related mortgage loan seller in connection with each Asset Review; provided, however, that if the related mortgage loan seller is insolvent or fails to pay such amount within 90 days of written request by the asset representations reviewer, such fee will be paid by the trust.
CREFC® Intellectual Property Royalty License Fee	Amount of interest accrued during an Interest Accrual Period at the CREFC® Intellectual Property Royalty 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 each Mortgage Loan during the related Interest Accrual Period.	Monthly	Payment of interest on the related Mortgage Loan.
Expenses
Reimbursement of Servicing Advances/master servicer/trustee/special servicer	To the extent of funds available, the amount of any Servicing Advances.	From time to time	Recoveries on the related Mortgage Loan or Serviced Companion Loan, or to the extent that the party making the advance determines it is nonrecoverable, from general collections in the Collection Account (and custodial account with respect to a Serviced Companion Loan, if applicable), subject to certain limitations.
Interest on Servicing Advances/master servicer/trustee	At Reimbursement Rate.	When Advance is reimbursed	First from late payment charges and default interest on the related Mortgage Loan in excess of the regular interest rate, and then from general collections in the Collection Account (and custodial account with respect to a Serviced Companion Loan, if applicable), subject to certain limitations.

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Type/Recipient  Amount Frequency Source of Payment

Reimbursement of P&I Advances/master servicer/trustee	To the extent of funds available, the amount of any P&I Advances.	From time to time	Recoveries on the related Mortgage Loan or Serviced Companion Loan, or to the extent that the party making the advance determines it is nonrecoverable, from general collections in the Collection Account (and custodial account with respect to a Serviced Companion Loan, if applicable), subject to certain limitations.
Interest on P&I Advances/master servicer/trustee	At Reimbursement Rate.	When Advance is reimbursed	First from late payment charges and default interest on the related Mortgage Loan in excess of the regular interest rate, and then from general collections in the Collection Account (and custodial account with respect to a Serviced Companion Loan, if applicable), subject to certain limitations.
Indemnification expenses/trustee, certificate administrator, operating advisor, asset representations reviewer, master servicer and special servicer	Amounts to which such party is entitled for indemnification under the PSA.	From time to time	General collections in the Collection Account (and custodial account with respect to a Serviced Companion Loan, if applicable), subject to certain limitations, or the Distribution Account.
Expenses of the issuing entity not Advanced (may include environmental remediation, appraisals, expenses of operating REO Property and any independent contractor hired to operate REO Property)	Based on third party charges.	From time to time	First from income on the related REO Property, if applicable, and then from general collections in the Collection Account (and custodial account with respect to a Serviced Companion Loan, if applicable), subject to certain limitations.

⁽¹⁾ Allocable between the master servicer and the special servicer as provided in the PSA.

Pursuant to the PSA, any successor master servicer or special servicer assuming the obligations of the master servicer or special servicer under the PSA generally will be entitled to the compensation to which the master servicer or the special servicer would have been entitled to receive after such successor becomes the master servicer or the special servicer, as applicable. If no successor master servicer or special servicer can be obtained to perform such obligations for such compensation, additional amounts payable to such successor master servicer or special servicer will be treated as Realized Losses. The PSA does not provide for any successor trustee to receive compensation in excess of that paid to its predecessor trustee.

“Net Default Interest” with respect to any Mortgage Loan and any Distribution Date, any default interest accrued on such Mortgage Loan during the preceding Collection Period, less amounts required to pay the master servicer, the special servicer or the trustee, as applicable, interest on the related Advances on the related Mortgage Loan at the Reimbursement Rate and to reimburse the issuing entity for certain additional expenses of the trust on the related Mortgage Loan (including Special Servicing Fees, Workout Fees and Liquidation Fees).

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Master Servicing Compensation

Pursuant to the PSA, the master servicer will be entitled to withdraw the Master Servicing Fee for the Mortgage Loans from the Collection 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 Cost Rate set forth on Annex A-1 under the heading “Administrative Cost Rate”, less the Certificate Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate and the CREFC^® Intellectual Property Royalty License Fee Rate, for each Mortgage 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 (including, with respect to any Non-Serviced Mortgage Loan, the primary servicing fee (payable at the Pari Passu Loan Primary Servicing Fee Rate) to the related Non-Serviced Master Servicer. The Servicing Fee will be retained by the master servicer and any other primary servicer from payments and collections (including Liquidation Proceeds and Insurance and Condemnation Proceeds) in respect of each Mortgage Loan and Serviced Companion 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 Whole Loan, the related Serviced Whole Loan 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 and consent fees (or similar fees) related to any consents, modifications, waivers, extensions or amendments of any Mortgage Loan (and any related Serviced Companion Loan) that are non-Specially Serviced Loans that involve one or more Master Servicer Decisions, provided that the consent of the special servicer is not required to take such actions, 50% of any Modification Fees and consent fees (or similar fees) related to any consents, modifications, waivers, extensions or amendments of any Mortgage Loans (and the related Serviced Companion Loans) that are non-Specially Serviced Loans that involve one or more Major Decisions or decisions that are not Master Servicer Decisions, provided that the consent of the special servicer is required to take such actions, 100% of any defeasance fees (provided that for the avoidance of doubt, any such defeasance fee will not include the special servicer’s portion of any Modification Fees or waiver fees in connection with a defeasance that the special servicer is entitled to under the PSA), 100% of assumption fees with respect to Mortgage Loans (and the related Serviced Companion Loans) that are non-Specially Serviced Loans, provided that with respect to such transactions, the consent of the special servicer is not required to take such actions, 50% of assumption fees with respect to Mortgage Loans (and the related Serviced Companion Loans) that are non-Specially Serviced Loans, provided that the consent of the special servicer is required to take such actions, 100% of beneficiary statement charges or demand fees (but not including prepayment premiums or yield maintenance charges) on all Mortgage Loans (and the related Serviced Companion Loans) that are non-Specially Serviced Loans, 100% of assumption application fees with respect to Mortgage Loans (and the related Serviced Companion Loans) that are non-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); and (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 non-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. 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 in “—Special Servicing Compensation” below.

Notwithstanding anything to the contrary, the master servicer and the special servicer will each be entitled to charge reasonable review fees in connection with any borrower request.

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With respect to any of the fees as to which both the master servicer and the special servicer are entitled to receive a portion thereof, the master servicer and the special servicer will each have the right, but not any obligation, to reduce or elect not to charge its respective portion of such fee; provided that (A) neither the master servicer nor the special servicer will have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the master servicer or the special servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee will not have any right to share in any part of the other party’s portion of such fee. If the master servicer decides not to charge any fee, the special servicer will nevertheless be entitled to charge its portion of the related fee to which the special servicer would have been entitled if the master servicer had charged a fee and the master servicer will not be entitled to any of such fee charged by the special servicer.

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 PSA. 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 PSA. 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 under “Description of the Certificates—Prepayment Interest Shortfalls”.

The master servicer will pay all of its overhead expenses incurred in connection with its responsibilities under the PSA (subject to reimbursement to the extent and as described in the PSA).

Special Servicing Compensation

Pursuant to the PSA, the special servicer will be entitled to certain fees for the Mortgage Loans that it is special servicing including the Special Servicing Fee, the Workout Fee and the Liquidation Fee. The special servicer will not be entitled to retain any portion of the Excess Interest paid on any ARD Loan.

The “Special Servicing Fee” will accrue with respect to each Specially Serviced Loan and REO Loan at a rate equal to 0.25% per annum of the Stated Principal Balance of such Specially Serviced Loan or REO Loan, as applicable.

A “Workout Fee” will in general be payable with respect to each Corrected Loan and will be payable by the issuing entity out of each collection of interest and principal (including scheduled payments, prepayments (provided that a repurchase or substitution by a mortgage loan seller of a Mortgage Loan due to a Material Defect will not be considered a prepayment for purposes of this definition), balloon payments and payments at maturity, but excluding late payment charges, default interest and Excess Interest) received on the related Specially Serviced Loan that becomes a Corrected Loan, for so long as it remains a Corrected 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; provided that no Workout Fee will be payable by the issuing entity with respect to any Corrected Loan if and to the extent that the Corrected Loan became a Specially Serviced Loan under clause (iii) of the definition of “Specially Serviced Loan” and no event of default actually occurs, unless the Mortgage Loan or Serviced Companion Loan is modified by the special servicer in accordance with the terms of the PSA or the Mortgage Loan subsequently qualifies as a Specially Serviced Loan for a reason other than under clause (iii) of the definition of “Specially Serviced Loan”; provided, further that if a Mortgage Loan or Serviced Companion Loan becomes a Specially Serviced Loan only because of an event described in clause (i) of the definition of “Specially Serviced Loan” and the related collection of principal and interest is received within 3 months following the related maturity date as a result of the

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related Mortgage Loan or Serviced Companion Loan being refinanced or otherwise repaid in full, the special servicer will not be entitled to collect a Workout Fee out of the proceeds received in connection with such workout if such fee would reduce the amount available for distributions to Certificateholders, but the special servicer may collect from the related borrower and retain (x) a workout fee, (y) such other fees as are provided for in the related Mortgage Loan documents and (z) other appropriate fees in connection with such workout. In addition, notwithstanding the foregoing, the total amount of Workout Fees payable by the issuing entity with respect to a Corrected Loan and with respect to any particular workout (assuming, for the purposes of this calculation, that such Corrected Loan continues to perform throughout its term in accordance with the terms of the related workout) will be reduced by the amount of any and all related Offsetting Modification Fees received by the special servicer as additional servicing compensation relating to that Corrected Loan; provided that the special servicer will be entitled to collect such Workout Fees from the issuing entity until such time it has been fully paid such reduced amount. In addition, the Workout Fee will be subject to the cap described below.

The Workout Fee with respect to any such Corrected Loan will cease to be payable if such Corrected Loan again becomes a Specially Serviced Loan or if the related Mortgaged Property later becomes an REO Property; provided that a new Workout Fee will become payable if and when such Mortgage Loan or Serviced Whole Loan again becomes a Corrected Loan.

If the special servicer is terminated (other than for cause) or resigns with respect to any or all of its servicing duties, it will retain the right to receive any and all Workout Fees payable with respect to each Corrected Loan during the period that it had responsibility for servicing such Specially Serviced Loan when it became a Corrected Loan (or for any Specially Serviced Loan that had not yet become a Corrected Loan because as of the time that the special servicer is terminated the borrower has not made 3 consecutive monthly debt service payments and subsequently the Specially Serviced Loan becomes a Corrected Loan) at the time of such termination or resignation (and the successor special servicer will not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for any such Corrected Loan ceases to be payable in accordance with the preceding paragraph.

A “Liquidation Fee” will be payable by the issuing entity to the special servicer, except as otherwise described below, with respect to (i) each Specially Serviced Loan or REO Loan, (ii) each Mortgage Loan repurchased by a mortgage loan seller or (iii) each defaulted mortgage loan that is a Non-Serviced Mortgage Loan sold by the special servicer in accordance with the Agreement, in each case, as to which the special servicer obtains a full, partial or discounted payoff from the related borrower, a loan purchaser or mortgage loan seller, as applicable, and, except as otherwise described below, with respect to any Specially Serviced Loan or REO Property as to which the special servicer recovered any proceeds (“Liquidation Proceeds”). The Liquidation Fee 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 (exclusive of any portion of such amount that represents penalty charges) and (2) $1,000,000; provided the total amount of a Liquidation Fee payable by the issuing entity with respect to any Specially Serviced Loan, REO Loan or Mortgage Loan in connection with any particular liquidation (or partial liquidation) will be reduced by the amount of any and all related Offsetting Modification Fees received by the special servicer as additional servicing compensation relating to that Specially Serviced Loan, REO Loan or Mortgage Loan. In addition, the Liquidation Fee will be subject to the cap described below.

Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable based on, or out of, Liquidation Proceeds received in connection with:

· the purchase of any defaulted Mortgage Loan by the special servicer or the Directing Certificateholder or any Companion Loan Holder or any of their affiliates if within 90 days after the transfer of the defaulted Mortgage Loan to special servicing,

· the purchase of all of the Mortgage Loans and all property acquired in respect of any Mortgage Loan by the Sole Certificateholder, the Certificateholder owning a majority of the percentage interest of the then Controlling Class, the special servicer or the master servicer in connection with the termination of the issuing entity,

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· a repurchase or replacement of a Mortgage Loan by a mortgage loan seller due to a breach of a representation or warranty or a document defect in the mortgage file prior to the expiration of certain cure periods (including any applicable extension thereof) set forth in the PSA,

· with respect to any Mortgage Loan that is subject to mezzanine indebtedness the purchase of such Mortgage Loan by the holder of the related mezzanine loan within 90 days after the first time that such holder’s option to purchase such Mortgage Loan becomes exercisable,

· with respect to a Serviced Companion Loan that is subject to another securitization, (A) a repurchase or replacement of such Serviced Companion Loan by the applicable mortgage loan seller due to a breach of a representation or warranty or a document defect under the related Non-Serviced PSA for the trust that owns such Serviced Companion Loan prior to the expiration of the cure period (including any applicable extension thereof) set forth therein, or (B) a purchase of the Serviced Companion Loan pursuant to a clean-up call or similar liquidation under the related Non-Serviced PSA for the trust that owns such Serviced Companion Loan,

· the purchase of the related Mortgage Loan by the related Companion Loan Holder pursuant to the related intercreditor agreement or co-lender agreement within 90 days after the first time that such holder’s option to purchase such Mortgage Loan becomes exercisable,

· a Loss of Value Payment by a mortgage loan seller, if such payment is made prior to the expiration of certain cure periods (including any applicable extension thereof) set forth in the PSA, and

· if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan only because of an event described in clause (i) of the definition of “Specially Serviced Loan” as a result of a payment default at maturity and the related Liquidation Proceeds are received within 3 months following the related maturity date as a result of the related Mortgage Loan or Serviced Whole Loan being refinanced or otherwise repaid in full (provided that the special servicer may collect from the related borrower and retain (x) a liquidation fee, (y) such other fees as are provided for in the related Mortgage Loan documents and (z) other appropriate fees in connection with such liquidation).

If, however, Liquidation Proceeds are received with respect to any Specially Serviced Loan as to which the special servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds that constitute principal and/or interest. The special servicer, however, will only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to Liquidation Proceeds received on any Mortgage Loan or Specially Serviced Loan.

If the special servicer resigns or is terminated, and prior or subsequent to such resignation or termination, either (A) a Specially Serviced Loan was liquidated or modified pursuant to an action plan submitted by the initial special servicer and approved (or deemed approved) by the Directing Certificateholder or the special servicer has determined to grant a forbearance, or (B) a Specially Serviced Loan being monitored by the special servicer subsequently became a Corrected Loan, then in either such event the special servicer (and not the successor special servicer) will be paid the related Workout Fee or Liquidation Fee, as applicable.

The total amount of Workout Fees and Liquidation Fees that are payable by the issuing entity with respect to each Mortgage Loan, Serviced Whole Loan or REO Loan throughout the period such Mortgage Loan or the Mortgage Loan relating to such Serviced Whole Loan (or REO Loan) is an asset of the issuing entity will be subject to an aggregate cap of $1,000,000. For the purposes of determining whether any such cap has been reached with respect to a special servicer and a Mortgage Loan, Serviced Whole Loan or REO Loan, only the Workout Fees and Liquidation Fees paid to such special servicer with respect to such Mortgage Loan, Serviced Whole Loan or REO Loan will be taken into account, and any Workout Fees or Liquidation Fees for any other Mortgage Loans, Serviced Whole Loans or REO Loans will not be taken into account (and any Workout Fees or Liquidation Fees paid to a predecessor or successor special servicer will also not be taken into account).

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In addition, the special servicer will also be entitled to retain, as additional servicing compensation:

· 100% of any Modification Fees and consent fees (or similar fees) related to Specially Serviced Loans,

· 50% of any Modification Fees and consent fees (or similar fees) related to any consents, modifications, waivers, extensions or amendments of any Mortgage Loans (and the related Serviced Companion Loans) that are non-Specially Serviced Loans that involve one or more Major Decisions or decisions that are not Master Servicer Decisions, provided that the consent of the special servicer is required to take such actions,

· 100% of any assumption fees on Specially Serviced Loans,

· 50% of assumption fees with respect to Mortgage Loans (and the related Serviced Companion Loans) that are non-Specially Serviced Loans, provided that the consent of the special servicer is required to take such actions,

· 100% of assumption application fees on Specially Serviced Loans,

· 100% of beneficiary statement charges or demand fees (but not including prepayment premiums or yield maintenance charges) on Specially Serviced Loans,

· any interest or other income earned on deposits in the REO Accounts, and

· Net Default Interest and any late payment fees that accrued during a Collection Period on any Specially Serviced Loan to the extent collected by the issuing entity and remaining after application thereof during such Collection Period to reimburse interest on Advances with respect to such Specially Serviced Loan and to reimburse the issuing entity for certain expenses of the issuing entity with respect to such Specially Serviced Loan; provided, however, that with respect to a Mortgage Loan that has a related Serviced Companion Loan, Net Default Interest and late payment fees will be allocated as provided in and subject to the terms of the related intercreditor agreement and the applicable pooling and servicing agreement.

“Modification Fees” means, with respect to any Mortgage Loan or Serviced Companion Loan, any and all fees with respect to a modification, restructure, extension, waiver or amendment that modifies, restructures, extends, amends or waives any term of the related Mortgage Loan documents (as evidenced by a signed writing) agreed to by the master servicer or the special servicer (other than all assumption fees, consent fees, assumption application fees, defeasance fees and similar fees). For each modification, restructure, extension, waiver or amendment in connection with the working out of a Specially Serviced Loan, the Modification Fees collected from the related borrower will be subject to a cap of 1% of the outstanding principal balance of such Mortgage Loan or Serviced Companion Loan on the closing date of the related modification, restructure, extension, waiver or amendment (prior to giving effect to such modification, restructure, extension, waiver or amendment); provided that no aggregate cap exists in connection with the amount of Modification Fees which may be collected from the borrower with respect to any Specially Serviced Loan or REO Loan.

“Sole Certificateholder” is any Certificateholder (or Certificateholders, provided they act in unanimity) holding 100% of the then-outstanding 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 and Class R certificates) or an assignment of the Voting Rights thereof; provided that the Notional Amounts of the Class X-A, Class X-B and Class X-C certificates and the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, 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-D, Class X-E and Class X-F certificates have assigned all of the Voting Rights of the Class X-D, Class X-E and Class X-F certificates to the Holder of 100% of the then-outstanding Class E, Class F, Class G and Class H certificates, then “Sole Certificateholder” means the Certificateholder of 100% of the Class E, Class F, Class G and Class H certificates.

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“Offsetting Modification Fees” means, with respect to any Mortgage Loan, Serviced Whole Loan or REO Loan and with respect to any Workout Fee or Liquidation Fee payable by the issuing entity, any and all Modification Fees collected by the special servicer as additional servicing compensation, but only to the extent that (1) such Modification Fees were earned and collected by the special servicer (A) in connection with the workout or liquidation (including partial liquidation) of a Specially Serviced Loan or REO Loan as to which the subject Workout Fee or Liquidation Fee became payable or (B) in connection with any workout of a Specially Serviced Loan that closed within the prior 18 months (determined as of the closing day of the workout or liquidation as to which the subject Workout Fee or Liquidation Fee became payable) and (2) such Modification Fees were earned in connection with a modification, restructure, extension, waiver or amendment of such Mortgage Loan, Serviced Whole Loan or REO Loan at a time when such Mortgage Loan, Serviced Whole Loan or REO Loan was a Specially Serviced Loan.

The PSA will provide that the special servicer and its affiliates will be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) from any person (including, without limitation, the issuing entity, any borrower, any manager, any guarantor or indemnitor in respect of a Mortgage Loan or Whole Loan and any purchaser of any Mortgage Loan, Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan (or Serviced Whole Loan, if applicable), the management or disposition of any REO Property, or the performance of any other special servicing duties under the PSA, other than Permitted Special Servicer/Affiliate Fees and compensation and other remuneration expressly provided for in the PSA.

“Permitted Special Servicer/Affiliate Fees” means any commercially reasonable treasury management fees, banking fees, customary title agent fees and insurance commissions and fees received or retained by the special servicer or any of its affiliates in connection with any services performed by such party with respect to any Mortgage Loan, Serviced Whole Loan or REO Property.

Disclosable Special Servicer Fees

The PSA will provide that, with respect to each Collection Period, the special servicer must deliver or cause to be delivered to the master servicer within 2 business days following the Determination Date, and the master servicer will deliver, to the extent it has received, to the certificate administrator, without charge and on the same day as the master servicer is required to deliver the CREFC^® Investor Reporting Package for such Distribution Date, an electronic report which discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the special servicer or any of its affiliates during the related Collection Period. Such report may omit any such information that has previously been delivered to the certificate administrator by the master servicer or the special servicer.

“Disclosable Special Servicer Fees” means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), Serviced Whole Loan or REO Property, any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, and as a result of any other fee-sharing arrangement) received or retained by the special servicer or any of its affiliates that is paid by any person (including, without limitation, the issuing entity, any borrower, any manager, any guarantor or indemnitor in respect of a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan and any purchaser of any Mortgage Loan (other than any Non-Serviced Mortgage Loan), Serviced Whole Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, if applicable, the management or disposition of any REO Property, and the performance by the special servicer or any such affiliate of any other special servicing duties under the PSA; provided that any compensation and other remuneration that the master servicer or the certificate administrator is permitted to receive or retain pursuant to the terms of the PSA in connection with its respective duties in such capacity as master servicer or certificate administrator under the PSA will not be Disclosable Special Servicer Fees.

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Certificate Administrator and Trustee Compensation

As compensation for the performance of its routine duties, the trustee and certificate administrator will be paid a fee (collectively, the “Certificate Administrator/Trustee Fee”). The Certificate Administrator/Trustee Fee will be payable monthly from amounts received in respect of interest on each Mortgage Loan and REO Loan (prior to application of such interest payments to make payments on the certificates) and will accrue at a rate (the “Certificate Administrator/Trustee Fee Rate”), equal to 0.0028% 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 or REO Loan as of the Due Date in the immediately preceding Collection Period. The Certificate Administrator/Trustee 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 PSA from the Certificate Administrator/Trustee 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 PSA, but not including routine expenses incurred in the ordinary course of performing its duties as trustee or certificate administrator, as applicable, under the PSA, and not including any expense, disbursement or advance as may arise from its willful misconduct, negligence, fraud or bad faith.

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 each Mortgage Loan and REO Loan (excluding the Non-Serviced Mortgage Loans and Servicing Shift Mortgage Loans) and will accrue at a rate equal to the applicable Operating Advisor Fee Rate with respect to each such Mortgage Loan or REO Loan on the Stated Principal Balance of the related Mortgage Loan or REO Loan and will be calculated on the same interest accrual basis as the related Mortgage Loan or REO Loan and prorated for any partial periods.

The “Operating Advisor Fee Rate” for each Interest Accrual Period is a per annum rate equal to (i) 0.0027% with respect to all Mortgage Loans (except the Sun MHC Portfolio Mortgage Loan, the Intercontinental Kansas City Hotel Mortgage Loan and the Columbus Park Crossing Mortgage Loan); (ii) 0.0054% with respect to the Sun MHC Portfolio Mortgage Loan; (iii) 0.0071% with respect to the Intercontinental Kansas City Hotel Mortgage Loan; and (iv) 0.0077% with respect to the Columbus Park Crossing Mortgage Loan.

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.

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 PSA 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 Mortgage Loan documents; but in no event may take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection. 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 provided that the master servicer or the special servicer, as applicable, will be required to consult on a non-binding basis with the operating advisor prior to any such waiver or reduction.

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Asset Representations Reviewer Compensation

With respect to each Delinquent Loan that is subject to an Asset Review, the asset representations reviewer will be entitled to a fee that is a reasonable and customary hourly fee charged by the asset representations reviewer for similar consulting assignments at the time of such review and any related costs and expenses; provided that the total payment to the asset representations reviewer will not be greater than the Asset Representations Reviewer Cap (the “Asset Representations Reviewer Asset Review Fee”).

With respect to an individual Asset Review Trigger and the Mortgage Loans that are Delinquent Loans and are subject to an Asset Review (the “Subject Loans”), the “Asset Representations Reviewer Cap” will equal the sum of: (i) $9,500 multiplied by the number of Subject Loans, plus (ii) $1,500 per Mortgaged Property relating to the Subject Loans in excess of one Mortgaged Property per Subject Loan, plus (iii) $1,000 per Mortgaged Property relating to a Subject Loan subject to a ground lease, plus (iv) $1,000 per Mortgaged Property relating to a Subject Loan subject to a franchise agreement, hotel management agreement or hotel license agreement, subject, in the case of each of clauses (i) through (iv), to adjustments on the basis of the year-end Consumer Price Index for All Urban Consumers, or other similar index if the Consumer Price Index for All Urban Consumers is no longer calculated, taking into account the Consumer Price Index for All Urban Consumers, or other similar index if the Consumer Price Index for All Urban Consumers is no longer calculated for the year of the Closing Date and for the year of the occurrence of the Asset Review.

Similar fees and/or fee provisions to those described above will be (or are expected to be) payable to the applicable asset representations reviewer (if any) under each Non-Serviced PSA with respect to the related Non-Serviced Mortgage Loan, although there may be differences in the calculations of such fees.

The related mortgage loan seller with respect to each Delinquent Loan that is subject to an Asset Review will be required to pay the portion of the Asset Representations Reviewer Asset Review Fee attributable to the Delinquent Loan contributed by it, as allocated on the basis of the hourly charges and costs and expenses incurred with respect to its related Delinquent Loans; provided that if the total charge for the asset representations reviewer on an hourly fee plus costs and expenses basis would exceed the Asset Representations Reviewer Cap, each mortgage loan seller’s required payment will be reduced pro rata according to its proportion of the total charges until the aggregate amount owed by all mortgage loan sellers is equal to the Asset Representations Reviewer Cap; provided, however, that if the related mortgage loan seller is insolvent or fails to pay such amount within 90 days of written request by the asset representations reviewer, such fee will be paid by the trust following delivery by the asset representations reviewer of evidence reasonably satisfactory to the master servicer or the special servicer, as applicable, of such insolvency or failure to pay such amount; provided, further, that notwithstanding any payment of such fee by the issuing entity to the asset representations reviewer, such fee will remain an obligation of the related mortgage loan seller and the master servicer or the special servicer, as applicable, will be required, to the extent consistent with the Servicing Standard, to pursue remedies against such mortgage loan seller in order to seek recovery of such amounts from such mortgage loan seller or its insolvency estate. The Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan is required to be included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review and that is repurchased by the related mortgage loan seller.

CREFC^® Intellectual Property Royalty License Fee

CREFC^® Intellectual Property Royalty License Fee will be paid to CREFC^® on a monthly basis.

“CREFC^® Intellectual Property Royalty License Fee” with respect to each Mortgage Loan and REO Loan (other than the portion of an REO Loan related to any Serviced Companion Loan) and for any Distribution Date is the amount accrued during the related Interest Accrual Period at the CREFC^® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance of such Mortgage Loan, REO Loan as of the close of business on the Distribution Date in such Interest Accrual Period; provided that such amounts will be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan or REO

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Loan is computed and will be prorated for partial periods. The CREFC^® Intellectual Property Royalty License Fee is a fee payable to CREFC^® for a license to use the CREFC^® Investor Reporting Package in connection with the servicing and administration, including delivery of periodic reports to the Certificateholders, of the issuing entity pursuant to the PSA. No CREFC^® Intellectual Property Royalty License Fee will be paid on any Companion Loan.

“CREFC^® Intellectual Property Royalty License Fee Rate” with respect to each Mortgage Loan is a rate equal to 0.0005% per annum.

Appraisal Reduction Amounts

After an Appraisal Reduction Event has occurred with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan, an Appraisal Reduction Amount is required to be calculated. An “Appraisal Reduction Event” will occur on the earliest of:

(i) the date on which such Mortgage Loan or Serviced Whole Loan becomes a Modified Mortgage Loan (as defined below),

(ii) the 90th day following the occurrence of any uncured delinquency in Periodic Payments with respect to such Mortgage Loan or Serviced Whole Loan,

(iii) receipt of notice that the related borrower has filed a bankruptcy petition or the date on which a receiver is appointed and continues in such capacity in respect of a Mortgaged Property securing such Mortgage Loan or Serviced Whole Loan or the 60th day after the related borrower becomes the subject of involuntary bankruptcy proceedings and such proceedings are not dismissed in respect of a Mortgaged Property securing such Mortgage Loan or Serviced Whole Loan,

(iv) the date on which the Mortgaged Property securing such Mortgage Loan or Serviced Whole Loan becomes an REO Property, and

(v) a payment default has occurred with respect to the related balloon payment; provided, however, if (A) the related borrower is diligently seeking a refinancing commitment (and delivers a statement to that effect to the master servicer within 30 days after the default, who will be required to promptly deliver a copy to the special servicer, the operating advisor and the directing certificateholder (but only for so long as no Consultation Termination Event has occurred)), (B) the related borrower continues to make its Assumed Scheduled Payment, (C) no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan or Serviced Whole Loan, and (D) for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder consents, an Appraisal Reduction 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 or the PSA; and provided, further, if the related borrower has delivered to the master servicer, who will be required to promptly deliver a copy to the special servicer, the operating advisor and the directing certificateholder (but only for so long as no Consultation Termination Event has occurred), 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 Appraisal Reduction Event has occurred with respect to that Mortgage Loan or Serviced Whole Loan), an Appraisal Reduction 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.

A “Modified Mortgage Loan” is any Specially Serviced Loan which has been modified by the special servicer in a manner that: (a) reduces or delays the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing current Periodic Payments with respect to such Mortgage Loan or Serviced Whole Loan); (b) except as expressly contemplated by the related mortgage, results in a release of the lien of the mortgage on any material portion of the related Mortgaged Property without a corresponding principal prepayment in an amount not less than the fair market value (as-is) of the property to be released; or (c) in the reasonable good faith judgment of the special servicer, otherwise

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materially impairs the value of the security for such Mortgage Loan or Serviced Companion Loan or reduces the likelihood of timely payment of amounts due thereon.

No Appraisal Reduction Event may occur at any time when the Certificate Balances of all classes of Subordinate Certificates have been reduced to zero.

The “Appraisal Reduction Amount” for any Distribution Date and for any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the master servicer (and, prior to the occurrence of a Consultation Termination Event, in consultation with the Directing Certificateholder and, after the occurrence and during the continuance of a Control Termination Event, in consultation with the operating advisor), as of the first Determination Date that is at least 10 business days following the date the master servicer receives from the special servicer the related appraisal or the special servicer’s Small Loan Appraisal Estimate equal to the excess of:

(a) the Stated Principal Balance of that Mortgage Loan or the Stated Principal Balance of the applicable Serviced Whole Loan, as the case may be, over

(b) the excess of:

(i) the sum of:

· 90% of the appraised value of the related Mortgaged Property as determined (A) by one or more MAI appraisals obtained by the special servicer with respect to that Mortgage Loan or Serviced Whole Loan with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which will be paid by the master servicer as a Servicing Advance), minus such downward adjustments as the special servicer may make (without implying any obligation to do so) based upon its review of the appraisals and any other information it deems relevant, or (B) by an internal valuation performed by the special servicer with respect to any Mortgage Loan or Serviced Whole Loan with an outstanding principal balance less than $2,000,000;

· all escrows, letters of credit and reserves in respect of that Mortgage Loan or Serviced Whole Loan as of the date of calculation; and

· all insurance and casualty proceeds and condemnation awards that constitute collateral for the related Mortgage Loan or Serviced Whole Loan; over

(ii) the sum as of the Due Date occurring in the month of the date of determination of:

· to the extent not previously advanced by the master servicer or the trustee, all unpaid interest due on that Mortgage Loan or Serviced Whole Loan at a per annum rate equal to the Mortgage Rate;

· all P&I Advances on the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan or Serviced Whole Loan not reimbursed from the proceeds of such Mortgage Loan or Serviced Whole Loan and interest on those Advances at the Reimbursement Rate in respect of that Mortgage Loan or Serviced Whole Loan;

· all currently due and unpaid real estate taxes and assessments, insurance premiums and ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized interest whether or not then due and payable) with respect to such Mortgage Loan, Serviced Whole Loan (which tax, premiums, ground rents and other amounts have not been the subject of an Advance by the master servicer or the trustee, as applicable); and

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· any other unpaid additional expenses of the issuing entity in respect of such Mortgage Loan or Serviced Whole Loan.

Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with respect to the Mortgage Loan and Companion Loan, as applicable, that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of any Serviced Whole Loan with a Pari Passu Companion Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan based upon their respective Stated Principal Balances.

The special servicer will be required to, with respect to a Mortgage Loan having a Stated Principal Balance of $2,000,000 or higher, order an appraisal, and with respect to a Mortgage Loan having a Stated Principal Balance of less than $2,000,000, order an appraisal or conduct a valuation (such valuation, a “Small Loan Appraisal Estimate”), within 60 days of the occurrence of an Appraisal Reduction Event (or in the case of an Appraisal Reduction Event occurring by reason of clause (ii) of the definition thereof, within thirty (30) days of the Appraisal Reduction Event)(other than with respect to a Non-Serviced Whole Loan). On the first Determination Date occurring on or after the tenth business day following the date the master servicer receives from the special servicer the related appraisal or the special servicer’s Small Loan Appraisal Estimate, the master servicer will be required to calculate and report to the special servicer, the trustee, the certificate administrator, the operating advisor and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder (for so long as no Consultation Termination Event has occurred), the Appraisal Reduction Amount, taking into account the results of such appraisal or valuation. Such report will also be forwarded by the master servicer, to the extent the related Serviced Companion Loan has been included in a securitization transaction, to the master servicer of such securitization into which the related Serviced Companion Loan has been sold, or to the holder of any related Serviced Companion Loan by the master servicer.

In the event that the special servicer has not received any required MAI appraisal within 60 days after the Appraisal Reduction Event (or, in the case of an appraisal in connection with an Appraisal Reduction Event described in clause (ii) of the definition of Appraisal Reduction Event above, within 30 days), the Appraisal Reduction Amount will be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan (or Serviced Whole Loan) until an MAI appraisal is received by the special servicer. The Appraisal Reduction Amount is calculated as of the first Determination Date that is at least ten (10) business days after the special servicer’s delivery of such MAI appraisal or Small Loan Appraisal Estimate to the master servicer. The special servicer, upon reasonable request, will be required to deliver to the master servicer any information in the special servicer’s possession reasonably required to determine, redetermine, calculate or recalculate any Appraisal Reduction Amount.

Other than with respect to a Non-Serviced Mortgage Loan, contemporaneously with the earliest of (i) the effective date of any modification of the maturity date or extended maturity date, Mortgage Rate, principal balance or amortization terms of any Mortgage Loan or Serviced Whole Loan or any other term thereof, any extension of the maturity date or extended maturity date of a Mortgage Loan or Serviced Whole Loan or consent to the release of any Mortgaged Property or REO Property from the lien of the related Mortgage other than pursuant to the terms of the Mortgage Loan or Serviced Whole Loan; (ii) the occurrence of an Appraisal Reduction Event; (iii) a default in the payment of a balloon payment for which an extension has not been granted; or (iv) the date on which the special servicer, consistent with the Servicing Standard, requests an Updated Appraisal, the special servicer will be required to use commercially reasonable efforts to obtain an Updated Appraisal (or a letter update for an existing appraisal which is less than two years old) of the Mortgaged Property or REO Property, as the case may be, from an independent MAI appraiser (an “Updated Appraisal”) or a Small Loan Appraisal Estimate, as applicable, in each case within 60 days of such request, provided that, the special servicer will not be required to obtain an Updated Appraisal or Small Loan Appraisal Estimate of any Mortgaged Property with respect to which there exists an appraisal or Small Loan Appraisal Estimate which is less than 9 months old.

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For so long as a Mortgage Loan or Serviced Whole Loan is a Specially Serviced Loan, the special servicer is required within 30 days of the end of each 9-month period following the related Appraisal Reduction Event to use commercially reasonable efforts to order an appraisal (which may be an update of a prior appraisal), the cost of which will be paid by the master servicer as a Servicing Advance (or to the extent it would be a Nonrecoverable Advance, an expense of the issuing entity paid out of the Collection Account), or to conduct an internal valuation, as applicable. Based upon the appraisal or valuation, the master servicer is required to determine or redetermine, as applicable, and report to the special servicer, the trustee, the certificate administrator, the operating advisor and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, the calculated or recalculated amount of the Appraisal Reduction Amount with respect to the Mortgage Loan or Serviced Whole Loan, as applicable. Such report will also be forwarded to the holder of any related Companion Loan by the master servicer. With respect to any Mortgage Loan, prior to the occurrence of a Consultation Termination Event, the special servicer will consult with the Directing Certificateholder, with respect to any appraisal, valuation or downward adjustment in connection with an Appraisal Reduction Amount. Notwithstanding the foregoing, the special servicer will not be required to obtain an appraisal or valuation with respect to a Mortgage Loan or Serviced Whole Loan that is the subject of an Appraisal Reduction Event to the extent the special servicer has obtained an appraisal or valuation with respect to the related Mortgaged Property within the 9-month period prior to the occurrence of the Appraisal Reduction Event. Instead, the master servicer may use the prior appraisal or valuation in calculating any Appraisal Reduction Amount with respect to the Mortgage Loan or Serviced Whole Loan.

Each Non-Serviced Mortgage Loan is subject to the provisions in the related Non-Serviced PSA relating to appraisal reductions that are similar, but not necessarily identical, to the provisions described above. The existence of an appraisal reduction under the related Non-Serviced PSA in respect of any Non-Serviced Mortgage Loan will proportionately reduce the master servicer’s or the trustee’s, as the case may be, obligation to make P&I Advances on a Non-Serviced Mortgage Loan and will generally have the effect of reducing the amount otherwise available for distributions to the Certificateholders. Pursuant to the related Non-Serviced PSA, each Non-Serviced Mortgage Loan will be treated together with each related Non-Serviced Companion Loan as a single Mortgage Loan for purposes of calculating an appraisal reduction amount with respect to the loans that comprise such Non-Serviced Whole Loan. Any appraisal reduction calculated with respect to any Non-Serviced Whole Loan will generally be allocated to the related Non-Serviced Mortgage Loan and the Non-Serviced Companion Loan, on a pro rata basis based upon their respective outstanding principal balances.

If any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan previously subject to an Appraisal Reduction Amount that becomes a Corrected Loan, and with respect to which no other Appraisal Reduction Event has occurred and is continuing, the Appraisal Reduction Amount and the related Appraisal Reduction Event will cease to exist.

As a result of calculating one or more Appraisal Reduction Amounts (and, in the case of any Whole Loan, to the extent allocated in the related Mortgage Loan), the amount of any required P&I Advance will be reduced, which will have the effect of reducing the amount of interest available to the most subordinate class of certificates then-outstanding (i.e., first, to Class H certificates, second, to the Class G certificates, third, to the Class F certificates, fourth, to the Class E certificates, fifth, to the Class D certificates, sixth, to the Class C certificates, seventh, to the Class B certificates, eighth, to the Class A-M certificates, and finally, pro rata based on their respective interest entitlements, to the Senior Certificates). See “Pooling and Servicing Agreement—Advances”.

For purposes of determining the Controlling Class, Appraisal Reduction Amounts allocated to a related Mortgage Loan will be allocated to each class of Sequential Pay Certificates (i.e., first, to Class H certificates, second, to the Class G certificates, third, to the Class F certificates, fourth, to the Class E certificates, fifth, to the Class D certificates, sixth, to the Class C certificates, seventh, to the Class B certificates, eighth, to the Class A-M certificates, and finally, pro rata based on their respective interest entitlements, to the Senior Certificates). With respect to any Appraisal Reduction Amount calculated for purposes of determining the Controlling Class, the appraised value of the related Mortgaged Property will be determined on an “as-is” basis.

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Any class of Control Eligible Certificates, the Certificate Balance of which (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such class) has been reduced to less than 25% of its initial Certificate Balance, is referred to as an “Appraised-Out Class”. The holders of the majority (by Certificate Balance) of an Appraised-Out Class will have the right, at their sole expense, to require the special servicer to order a supplemental appraisal of any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has occurred (such holders, the “Requesting Holders”). The special servicer will use its reasonable efforts to obtain an appraisal within 60 days from receipt of the Requesting Holders’ written request and will ensure that such appraisal is prepared on an “as-is” basis by an MAI appraiser. Upon receipt of such supplemental appraisal, the special servicer will be required to determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental appraisal, any recalculation of the applicable Appraisal Reduction Amount is warranted and, if so warranted, the master servicer will recalculate such Appraisal Reduction Amount based upon such supplemental appraisal. If required by any such recalculation, the applicable Appraised-Out Class will be reinstated as the Controlling Class and each other Appraised-Out Class will, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount.

In addition, the Requesting Holders of any Appraised-Out Class will have the right, at their sole expense, to require the special servicer to order an additional appraisal of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) for which an Appraisal Reduction Event has occurred if an event has occurred at, or with regard to, the related Mortgaged Property or Mortgaged Properties that would have a material effect on its appraised value, and the special servicer is required to use reasonable efforts to obtain an appraisal from an MAI appraiser reasonably acceptable to the special servicer within 60 days from receipt of the Requesting Holders’ written request; provided that the special servicer will not be required to obtain such appraisal if it determines in accordance with the Servicing Standard that no events at, or with regard to, the related Mortgaged Property or Mortgaged Properties have occurred that would have a material effect on the Appraised Value of the related Mortgaged Property or Mortgaged Properties. The right of the holders of an Appraised-Out Class to require the special servicer to order an additional appraisal as described in this paragraph will be limited to no more frequently than once in any 9-month period with respect to any Mortgage Loan.

Any Appraised-Out Class for which the Requesting Holders are challenging the master servicer’s Appraisal Reduction Amount determination may not exercise any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as such class is reinstated as the Controlling Class; the rights of the Controlling Class will be exercised by the most senior Control Eligible Certificates, if any, during such period.

With respect to each Non-Serviced Mortgage Loan, the related directing certificateholder will be subject to provisions similar to those described above. See “Description of the Mortgage Pool—The Whole Loans—Williamsburg Premium Outlets Whole Loan”, “—Promenade Gateway Whole Loan”, “—Birch Run Premium Outlets Whole Loan”, “—Santa Monica Multifamily Portfolio Whole Loan” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Maintenance of Insurance

In the case of each Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, 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 Whole Loan, as applicable, or the Stated Principal Balance of the

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Mortgage Loan or the Serviced Whole Loan, 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,

(i) 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 Whole Loan, 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 Whole Loan, in each case, to the extent such amounts are available at commercially reasonable rates and to the extent the trustee has an insurable interest;

(ii) 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 PSA;

(iii) 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 PSA;

(iv) 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 Certificateholder” and “—The Operating Advisor” above);

(v) 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 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

(vi) 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, with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing, has 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); provided that the special servicer will be required to promptly notify the master servicer in writing of such waiver.

With respect to each 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 PSA (subject to the right of the special servicer to direct the master servicer to make a Servicing 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 Servicing Advance (subject to the recoverability determination and Servicing Advance procedures described in “—Advances” above)) 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

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Mortgaged Property or the Stated Principal Balance of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), REO Loan or Serviced Whole Loan, 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 Certificateholder 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 any Non-Serviced Mortgage Loan) and the Serviced Whole Loans and the 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 PSA, and (ii) provides protection equivalent to the individual policies otherwise required or (y) the master servicer or special servicer, as applicable, meetings the ratings requirements of the Rating Agencies set forth in the PSA, 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 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 has not been maintained on any Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or REO Property thereunder a hazard insurance policy complying with the requirements described above, and there has 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 Whole Loan, the related Serviced Whole Loan 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 related Mortgage Loan or the related Serviced Whole Loan (or, in the absence of any such deductible limitation, the deductible limitation for an individual policy which is consistent with the Servicing Standard).

With respect to the payment of insurance premiums and delinquent tax assessments, in the event that the master servicer determines that a Servicing 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 Whole Loan 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 Whole Loan, the related custodial account) to the extent of available funds.

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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 Whole Loan, nor will any Mortgage Loan be subject to Federal Housing Administration insurance.

“Acceptable Insurance Default” means, with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, any default arising by reason of the failure of the related borrower to maintain standard extended coverage casualty insurance or other insurance that covers acts of terrorism, as to which the special servicer has determined, in accordance with the Servicing Standard and, unless a Control Termination Event has occurred and is continuing, with the consent of the Directing Certificateholder, that either (i) such insurance is not available at commercially reasonable rates and the subject 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 Mortgaged Property is located (but only by reference to such insurance that has been obtained by such owners at current market rates), or (ii) such insurance is not available at any rate; provided that the Directing Certificateholder will not have more than 30 days to respond to the special servicer’s request for such consent; provided, further, that upon the special servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not allow the special servicer to consult with the Directing Certificateholder, the special servicer will not be required to do so.

Modifications, Waivers and Amendments

The PSA will permit (a) as to Mortgage Loans that are non-Specially Serviced Loans, the master servicer (subject to the special servicer’s consent, if such action constitutes a Major Decision or other consent or action which is not a Master Servicer Decision) or (b) with respect to any Specially Serviced Loan, the special servicer, in each case subject to the rights of the Directing Certificateholder, and, in the case of the special servicer, after consultation with the operating advisor to the extent described in “—The Operating Advisor” above, to modify, waive, amend, consent or take such other action with respect to any term of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan if such modification, waiver, amendment, consent or other action (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 (other than a Mortgaged Property securing the Non-Serviced Whole Loan) or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan documents require the master servicer or the special servicer, as applicable, 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 purposes of REMIC qualification of the related Mortgage Loan, then such calculation will 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 Whole Loan or Specially Serviced Loan to a date occurring later than the earlier of (A) five years prior to the Rated Final Distribution Date and (B) if the Mortgage Loan, Serviced Whole Loan or Specially Serviced Loan is secured solely or primarily by a ground lease (or, with respect to a leasehold interest where the borrower is the lessee and 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 where the borrower is the lessee and 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

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the ground lease (or, with respect to a leasehold interest where the borrower is the lessee and 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 Certificateholder.

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 Whole Loan, which collateral constitutes real property, unless the master servicer or the special servicer, as applicable, receives a Rating Agency Confirmation.

The consent of the special servicer is required to any modification, waiver, amendment, consent or action that is a Major Decision or is not a Master Servicer Decision with regard to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan that is not a Specially Serviced Loan, and the special servicer will also be required to obtain the consent of the Directing Certificateholder, if such waiver, modification, amendment, consent or other action is a Major Decision and will be required to consult with the operating advisor in connection with any such modification, waiver, amendment, consent or other action, to the extent described in “—The Directing Certificateholder” and “—The Operating Advisor”.

The special servicer is also required to obtain the consent of the Directing Certificateholder, 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 in “—The Directing Certificateholder” and “—The Operating Advisor”. When the special servicer’s consent is required and the master servicer is recommending approval with respect to any non-Specially Serviced Loan (other than a Non-Serviced Mortgage Loan), the master servicer will be required to promptly provide the special servicer with written notice of any request for modification, waiver, amendment or other action or consent that is a Major Decision or is not a Master Servicer Decision accompanied by the master servicer’s recommendation and analysis and any and all information in the master servicer’s possession that the special servicer may reasonably request to grant or withhold such consent. When the special servicer’s consent is required under the PSA, 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 Major Decision or modification, waiver, amendment, consent or other action that is not a Master Servicer Decision together with such other information reasonably required by the special servicer and reasonably available to the master 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 a Major Decision, the written consent of the Directing Certificateholder, 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 Certificateholder 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 requested by the Directing Certificateholder.

The master servicer or the special servicer, as applicable, is required to notify the trustee, the certificate administrator, the Directing Certificateholder (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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For any performing Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Serviced Whole Loan, and subject to the rights of the special servicer, the Directing Certificateholder (as described in “—The Directing Certificateholder” below), the master servicer, without the consent of the special servicer, the Directing Certificateholder or the operating advisor, as applicable, and without Rating Agency Confirmation will be responsible to determine whether to consent to or approve any of the following requests by the related borrower (each, a “Master Servicer Decision”):

(a)   approving routine leasing activity (including the granting of SNDAs and consent involving routine leasing activities) with respect to any lease that affects an area less than the lesser of (i) 30,000 square feet and (ii) 30% of the net rentable area of the related Mortgaged Property;

(b)   approving any waiver affecting the timing of receipt of financial statements from any borrower; provided that such financial statements are delivered no less than quarterly and within 60 days after the end of the calendar quarter;

(c)   approving annual budgets for the related Mortgaged Property;

(d)   subject to other restrictions in this prospectus regarding principal prepayments, waiving any provision of a Mortgage Loan or Serviced Whole Loan requiring a specified number of days’ notice prior to a principal prepayment;

(e)   consent to releases of non-material, non-income producing parcels of a Mortgaged Property that do not materially affect the use or value of the Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the Mortgage Loan or Companion Loan as and when due, provided such releases are required by the related Mortgage Loan documents and there is no lender discretion permitted under the Mortgage Loan documents;

(f)    consent to actions related to condemnation of non-material, non-income producing parcels of the Mortgaged Property that do not materially affect the use or value of the Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the Mortgage Loan or Companion Loan when due;

(g)   approving non-material modifications, consents or waivers (other than modifications, consents or waivers specifically prohibited under this “—Modifications, Waivers and Amendments” section) in connection with a defeasance permitted by the terms of the PSA, and subject to certain conditions, including in certain cases, delivery of an opinion of counsel (which opinion of counsel will be an expense of the borrower) to the effect that such modification, waiver or consent would not cause either Trust REMIC to fail to qualify as a REMIC under the Code or result in a “prohibited transaction” under the REMIC provisions of the Code for federal income tax purposes;

(h)   approving consents with respect to non-material rights of way and non-material easements and consent to subordination of the related Mortgage Loan or Serviced Whole Loan to such non-material rights of way or easements; provided that the master servicer has determined in accordance with the Servicing Standard that such right-of-way or easement does not materially affect with the then-current use or value of the related Mortgaged Property, the security intended to be provided by the related Mortgage or the mortgagor’s ability to make payments with respect to the related Mortgage Loan or Serviced Whole Loan;

(i)    granting waivers of minor covenant defaults (other than financial covenants);

(j)    as permitted under the related Mortgage Loan Documents, payment from any escrow, reserve or letter of credit except releases of any escrows, reserve accounts or letters of credit held as performance escrows or earn-out escrows or reserves unless required pursuant to the specific terms of the related Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion (other than confirming the satisfaction of the other conditions to the transaction set forth in the related Mortgage Loan Documents that do not include any other approval);

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(k)   approving a change of the property manager at the request of the related borrower so long as (i) the successor property manager is not affiliated with the borrower and is a nationally or regionally recognized manager of similar properties, and (ii) the subject Mortgage Loan or Serviced Whole Loan does not have an outstanding principal balance in excess of the lesser of $2,500,000 or 2% of the then aggregate principal balance of the Mortgage Loans and Serviced Whole Loans;

(l)    for all Mortgage Loans and Serviced Whole Loans, subject to the satisfaction of any conditions precedent set forth in the related Mortgage Loan Documents, approving disbursements of any holdback amounts in accordance with the related Mortgage Loan Documents, provided that such disbursements are required pursuant to the specific terms of the related Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion (other than confirming the satisfaction of the other conditions to the transaction set forth in the related Mortgage Loan Documents that do not include any other approval);

(m)  any non-material modifications, waivers or amendments that do not have a monetary impact not provided for in clauses (a) through (l) above, which are necessary to correct scrivener’s errors in the terms of the related Mortgage Loan or Serviced Whole Loan; and

(n)   in accordance with the PSA, approving, consenting to, disapproving or waiving any assumption, transfer or further encumbrance where the consent of the lender is not required.

See also “—The Directing Certificateholder” and “—The Operating Advisor” above for a description of the Directing Certificateholder’s and the operating advisor’s rights with respect to modifications, waivers and amendments and reviewing and approving the Asset Status Report.

Mortgage Loans with “Due-on-Sale” and “Due-on-Encumbrance” Provisions

The master servicer, with respect to each Mortgage Loan that is not a Specially Serviced Loan with the consent of the special servicer, and the special servicer, with respect to each Specially Serviced Loan, will determine, in a manner consistent with the Servicing Standard, whether (a) to exercise any right it may have with respect to a Mortgage Loan and any related Companion Loan containing a “due-on-sale” clause (1) to accelerate the payments on that Mortgage Loan and any related Companion Loan, as applicable, or (2) to withhold its consent to any sale or transfer, consistent with the Servicing Standard or (b) to waive its right to exercise such rights; provided, however, (i) that with respect to such waiver of rights prior to the occurrence and continuance of any Control Termination Event, the special servicer has obtained the prior written consent (or deemed consent) of the Directing Certificateholder (or after the occurrence and continuance of a Control Termination Event, but prior to a Consultation Termination Event, upon consultation with the Directing Certificateholder) and (ii) 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), a Rating Agency Confirmation is received by the master servicer or the special servicer, as the case may be, from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion Loan (if any).

With respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion Loan with a “due-on-encumbrance” clause, the master servicer, with respect to each Mortgage Loan that is not a Specially Serviced Loan with the consent of the special servicer, and the special servicer, with respect to each Specially Serviced Loan, will determine, in a manner consistent with the Servicing Standard, whether (a) to exercise any right it may have with respect to a Mortgage Loan

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containing a “due-on-encumbrance” clause (1) to accelerate the payments thereon, or (2) to withhold its consent to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) to waive its right to exercise such rights, provided, however, (i) that, with respect to such waiver of rights prior to the occurrence and continuance of a Control Termination Event, the special servicer has obtained the consent of the Directing Certificateholder (or after the occurrence and continuance of a Control Termination Event, but prior to a Consultation Termination Event, has consulted with the Directing Certificateholder) and (ii) the master servicer or the special servicer, as the case may be, has received a Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion Loan (if any) if such Mortgage Loan (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 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 10 largest mortgage loans in the related other securitization (provided that the special servicer 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 Rating Agency Confirmation to apply.

Inspections

The master servicer will be required to perform (at its own expense) or cause to be performed (at its own expense), physical inspections of each Mortgaged Property relating to a Mortgage Loan (other than the Mortgaged Property securing a Non-Serviced Mortgage Loan, which is subject to inspection pursuant to the related Non-Serviced PSA, and other than a Specially Serviced Loan) with a Stated Principal Balance of (A) $2,000,000 or more at least once every 12 months (commencing in 2017) and (B) less than $2,000,000 at least once every 24 months, in each case commencing in the calendar year 2018 unless a physical inspection has been performed by the special servicer within the previous 12 months and the master servicer has no knowledge of a material change in the Mortgaged Property since such physical inspection; provided, further, however, that if any scheduled payment becomes more than 60 days delinquent on the related Mortgage 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 becomes a Specially Serviced Loan and annually thereafter for so long as the Mortgage Loan remains a Specially Serviced Loan (the cost of which inspection, to the extent not paid by the related borrower, will be reimbursed first from default interest and late charges constituting additional compensation of the special servicer on the related Mortgage Loan (but with respect to a Serviced Whole Loan, only amounts available for such purpose under the related Intercreditor Agreement) and then from the Collection Account as an expense of the issuing entity, and in the case of a Serviced Whole Loan, as an expense of the holders of the related Mortgage Loan and Serviced Pari Passu Companion Loan, pro rata and pari passu, to the extent provided in the related Intercreditor Agreement. The special servicer or the master servicer, as applicable, will be required to prepare or cause to be prepared a written report of the inspection describing, among other things, the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of any vacancies in the Mortgaged Property of which it has knowledge and deems material, of any sale, transfer or abandonment of the Mortgaged Property of which it has knowledge or that is evident from the inspection, of any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the preparer of such report deems material, or of any material waste committed on the Mortgaged Property to the extent evident from the inspection.

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Copies of the inspection reports referred to above that are delivered to the certificate administrator will be posted to the certificate administrator’s website for review by Privileged Persons pursuant to the PSA. See “Description of the Certificates—Reports to Certificateholders; Certain Available Information”.

Collection of Operating Information

With respect to each Mortgage Loan that requires the borrower to deliver operating statements, the special servicer or the master servicer, as applicable, is also required to use reasonable efforts to collect and review the annual operating statements beginning with calendar year end 2016 of the related Mortgaged Property. Most of the Mortgage Loan documents obligate the related borrower to deliver annual property operating statements. However, we cannot assure you that any operating statements required to be delivered will in fact be delivered, nor is the special servicer or the master servicer likely to have any practical means of compelling the delivery in the case of an otherwise performing Mortgage Loan.

Special Servicing Transfer Event

The Mortgage Loans (other than Non-Serviced Mortgage Loans), any related Companion Loans and any related REO Properties will be serviced by the special servicer under the PSA in the event that the servicing responsibilities of the master servicer are transferred to the special servicer as described below. Such Mortgage Loans and related Companion Loans (including those loans that have become REO Properties) serviced by the special servicer are referred to in this prospectus collectively as the “Specially Serviced Loans”. The master servicer will be required to transfer its servicing responsibilities to the special servicer with respect to any Mortgage Loan (including any related Companion Loan) for which the master servicer is responsible for servicing:

(i) either (x) with respect to any Mortgage Loan or Serviced Companion Loan, other than a balloon loan, a payment default has 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 PSA, 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 has 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 will be required to promptly deliver a copy to the special servicer, the operating advisor, the Directing Certificateholder (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 Certificateholder 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 PSA and any related Intercreditor Agreement; and provided, further, if the related borrower has delivered to the master servicer, who will be required to promptly delivered a copy to the special servicer, the operating advisor, the Directing Certificateholder (but only for so long as no Consultation Termination Event has occurred and is continuing), on or before the 60^th 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 other payment due under clause (i)(x) above in this definition) or any amount due on a monthly basis as an escrow payment or reserve funds, is 60 days or more delinquent;

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(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 Certificateholder, and, with respect to any Serviced Whole Loan, 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;

(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 Certificateholder, and with respect to any Serviced Whole Loan, 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”).

However, the master servicer will be required to continue to (x) receive payments on the Mortgage Loans (and any related Serviced Companion Loan)(including amounts collected by the special servicer), (y) make certain calculations with respect to the Mortgage Loans and any related Serviced Companion Loan and (z) make remittances and prepare certain reports to the Certificateholders with respect to the Mortgage Loans and any related Serviced Companion Loan. Additionally, the master servicer will continue to receive the Servicing Fee in respect of the Mortgage Loans (and any related Serviced Companion Loan) at the Servicing Fee Rate (subject to the right of any primary servicer to the portion of the Servicing Fee payable in connection with the primary servicing).

If the related Mortgaged Property is acquired in respect of any Mortgage Loan (and any related Serviced Companion Loan) (upon acquisition, an “REO Property”) whether through foreclosure, deed-in-lieu of foreclosure or otherwise, the special servicer will continue to be responsible for its operation and management. If any Serviced Companion Loan becomes specially serviced, then the related Mortgage

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Loan will also become a Specially Serviced Loan. If any Mortgage Loan becomes a Specially Serviced Loan, then the related Serviced Companion Loan will also become a Specially Serviced Loan. The master servicer will have no responsibility for the performance by the special servicer of its duties under the PSA. Any Mortgage Loan (excluding any Non-Serviced Mortgage Loan), that is or becomes a cross-collateralized Mortgage Loan and is cross-collateralized with a Specially Serviced Loan will become a Specially Serviced Loan.

A Mortgage Loan or Serviced Whole Loan will cease to be a Specially Serviced Loan (each, a “Corrected 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 Periodic 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. If any Specially Serviced Loan becomes a Corrected Loan, the special servicer will be required to transfer servicing of such Corrected Loan to the master servicer.

Asset Status Report

The special servicer will be required to prepare a report (an “Asset Status Report”) for each Mortgage Loan (other than the Non-Serviced Mortgage Loans) and, if applicable, any Serviced Whole Loan that becomes a Specially Serviced Loan not later than 60 days after the servicing of such Mortgage Loan is transferred to the special servicer. Each Asset Status Report will be required to be delivered in electronic form to:

· the Directing Certificateholder (but only for so long as no Consultation Termination Event has occurred and is continuing);

· with respect to any related Serviced Companion Loan, to the extent the related Serviced Companion Loan has been included in a securitization transaction, to the master servicer of such securitization into which the related Serviced Companion Loan has been sold or to the holder of the related Serviced Companion Loan;

· the operating advisor (but only after the occurrence and during the continuance of a Control Termination Event);

· the master servicer; and

· the 17g-5 Information Provider, which will be required to post such report to the 17g-5 Information Provider’s website.

A summary of each Asset Status Report will be provided to the certificate administrator and the trustee.

An Asset Status Report prepared for each Specially Serviced Loan will be required to include, among other things, the following information:

· summary of the status of such Specially Serviced Loan and any negotiations with the related borrower;

· a discussion of the legal and environmental considerations reasonably known to the special servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies

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and to the enforcement of any related guaranties or other collateral for the related Specially Serviced Loan and whether outside legal counsel has been retained;

· the most current rent roll and income or operating statement available for the related Mortgaged Property;

· (A) the special servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the master servicer for regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered by the special servicer in connection with the proposed or taken actions;

· the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under the related Mortgage Loan or Serviced Whole Loan;

· a description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease, if applicable) or franchise agreement;

· the decision that the special servicer made, or intends or proposes to make, including a narrative analysis setting forth the special servicer’s rationale for its proposed decision, including its rejection of the alternatives;

· an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis than not taking such action, setting forth (x) the basis on which the special servicer made such determination and (y) the net present value calculation and all related assumptions;

· the appraised value of the related Mortgaged Properties (and a copy of the last obtained appraisal of such Mortgaged Property) together with a description of any adjustments to the valuation of such Mortgaged Property made by the special servicer together with an explanation of those adjustments; and

· such other information as the special servicer deems relevant in light of the Servicing Standard.

If no Control Termination Event has occurred and is continuing, the Directing Certificateholder will have the right to disapprove the Asset Status Report prepared by the special servicer with respect to a Specially Serviced Loan within 10 business days after receipt of the Asset Status Report. If the Directing Certificateholder does not disapprove an Asset Status Report within 10 business days or if the special servicer makes a determination, in accordance with the Servicing Standard, that the disapproval by the Directing Certificateholder (communicated to the special servicer within ten business days) is not in the best interest of all the Certificateholders, the special servicer will be required to implement the recommended action as outlined in the Asset Status Report. If the Directing Certificateholder disapproves the Asset Status Report within the 10 business day period and the special servicer has not made the affirmative determination described above, the special servicer will be required to revise the Asset Status Report as soon as practicable thereafter, but in no event later than 30 days after the disapproval. The special servicer will be required to continue to revise the Asset Status Report until the Directing Certificateholder fails to disapprove the revised Asset Status Report or until the special servicer makes a determination, in accordance with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders; provided that, if the Directing Certificateholder has not approved the Asset Status Report for a period of 60 business days following the first submission of an Asset Status Report, the special servicer may act upon the most recently submitted form of Asset Status Report, if consistent with the Servicing Standard.

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If a Control Termination Event has occurred and is continuing, the special servicer will be required to promptly deliver each Asset Status Report prepared in connection with a Specially Serviced Loan to the operating advisor (and for so long as no Consultation Termination Event has occurred, the Directing Certificateholder). The operating advisor will be required to provide comments to the special servicer in respect of the Asset Status Report, if any, within ten (10) business days following the later of (i) receipt of such Asset Status Report or (ii) such related additional information reasonably requested by the operating advisor, and propose possible alternative courses of action to the extent it determines such alternatives to be in the best interest of the Certificateholders (including any Certificateholders that are holders of the Control Eligible Certificates), as a collective whole. The special servicer will be obligated to consider such alternative courses of action and any other feedback provided by the operating advisor (and so long as no Consultation Termination Event has occurred, the Directing Certificateholder) in connection with the special servicer’s preparation of any Asset Status Report. The special servicer will revise the Asset Status Report as it deems necessary to take into account any input and/or comments from the operating advisor (and so long as no Consultation Termination Event has occurred, the Directing Certificateholder), to the extent the special servicer determines that the operating advisor’s and/or Directing Certificateholder’s input and/or recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders and the holders of the related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature of such Companion Loan)).

The special servicer will not be required to take or to refrain from taking any action because of an objection or comment by the operating advisor or a recommendation of the operating advisor.

After the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, each of the Directing Certificateholder and the operating advisor will be entitled to consult with the special servicer and propose alternative courses of action and provide other feedback in respect of any Asset Status Report. After the occurrence of a Consultation Termination Event, the Directing Certificateholder will have no right to consult with the special servicer with respect to Asset Status Reports and the special servicer will only be obligated to consult with the operating advisor with respect to any Asset Status Report as described above. The special servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input and/or recommendations of the operating advisor or the Directing Certificateholder during the applicable periods described above, but is under no obligation to follow any particular recommendation of the operating advisor or the Directing Certificateholder.

Notwithstanding the foregoing, in the case of Servicing Shift Whole Loans, only the related Loan-Specific Directing Holder (without regard to whether a Control Termination Event or a Consultation Termination Event has occurred) may exercise the rights of the Directing Certificateholder described in this “—Asset Status Report” section, and neither the Directing Certificateholder nor the operating advisor will have any of the above described consent or (in the case of the operating advisor) consultation rights, as applicable, unless permitted under the related Co-Lender Agreement.

With respect to each Non-Serviced Mortgage Loan, the directing certificateholder under the related Non-Serviced PSA will have approval and consultation rights with respect to any asset status report prepared by the related Non-Serviced Special Servicer with respect to such Non-Serviced Whole Loan under the related Non-Serviced PSA that are similar to the approval and consultation rights of the Directing Certificateholder with respect to the Mortgage Loans and the Serviced Whole Loans. See “—Servicing of the Non-Serviced Mortgage 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 PSA, the special servicer, on behalf of the trustee, may, in accordance with the terms and provisions of the PSA, 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

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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 and performed within six months prior to any such acquisition of title or other action (which report will be an expense of the issuing entity subject to the terms of the PSA) 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 Whole Loan, the Serviced Companion Loan Holders), as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Holders constituted a single lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, 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 Whole Loan, the Serviced Companion Loan Holders), as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Holders 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, we cannot assure you that the requirements of the PSA will effectively insulate the issuing entity from potential liability for a materially adverse environmental condition at any Mortgaged Property.

If title to any Mortgaged Property is acquired by the issuing entity (directly or through a single member limited liability company established for that purpose), the special servicer will be required to sell the Mortgaged Property prior to the close of the third calendar year beginning after the year of acquisition, unless (1) the IRS grants (or has not denied) a qualifying extension of time to sell the property or (2) the special servicer, the certificate administrator and the trustee receive an opinion of independent counsel to the effect that the holding of the property by the Lower-Tier REMIC longer than the above-referenced three year period will not result in the imposition of a tax on either Trust REMIC or cause either Trust REMIC to fail to qualify as a REMIC under the Code at any time that any certificate is outstanding. Subject to the foregoing and any other tax-related limitations, pursuant to the PSA, the special servicer will generally be required to attempt to sell any Mortgaged Property so acquired in accordance with the Servicing Standard. The special servicer will also be required to ensure that any Mortgaged Property acquired by the issuing entity is administered so that it constitutes “foreclosure property” within the meaning of Code Section 860G(a)(8) at all times, and that the sale of the property does not result in the receipt by the issuing entity of any income from nonpermitted assets as described in Code Section 860F(a)(2)(B). If the Lower-Tier REMIC acquires title to any Mortgaged Property, the special servicer, on behalf of the Lower-Tier REMIC, will retain, at the expense of the issuing entity, an independent contractor to manage and operate the property. The independent contractor generally will be permitted to perform construction (including renovation) on a foreclosed property only if the construction was more than 10% completed at the time default on the related Mortgage Loan became imminent. The retention of an independent contractor, however, will not relieve the special servicer of its obligation to manage the Mortgaged Property as required under the PSA.

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In general, the special servicer will be obligated to cause any Mortgaged Property acquired as an REO Property to be operated and managed in a manner that would, in its reasonable judgment and in accordance with the Servicing Standard, maximize the issuing entity’s net after-tax proceeds from such property. Generally, neither Trust REMIC will be taxable on income received with respect to a Mortgaged Property acquired by the issuing entity to the extent that it constitutes “rents from real property”, within the meaning of Code Section 856(c)(3)(A) and Treasury regulations under the Code. Rents from real property include fixed rents and rents based on the gross receipts or sales of a tenant but do not include the portion of any rental based on the net income or profit of any tenant or sub-tenant. No determination has been made whether rent on any of the Mortgaged Properties meets this requirement. Rents from real property include charges for services customarily furnished or rendered in connection with the rental of real property, whether or not the charges are separately stated. Services furnished to the tenants of a particular building will be considered as customary if, in the geographic market in which the building is located, tenants in buildings which are of similar class are customarily provided with the service. No determination has been made whether the services furnished to the tenants of the Mortgaged Properties are “customary” within the meaning of applicable regulations. It is therefore possible that a portion of the rental income with respect to a Mortgaged Property owned by the issuing entity would not constitute rents from real property, or that none of such income would qualify if a separate charge is not stated for such non-customary services or they are not performed by an independent contractor. Rents from real property also do not include income from the operation of a trade or business on the Mortgaged Property, such as a hospitality property, or rental income attributable to personal property leased in connection with a lease of real property if the rent attributable to personal property exceeds 15% of the total net rent for the taxable year. Any of the foregoing types of income may instead constitute “net income from foreclosure property”, which would be taxable to the Lower-Tier REMIC at the highest marginal federal corporate rate (currently 35%) and may also be subject to state or local taxes. The PSA provides that the special servicer will be permitted to cause the Lower-Tier REMIC to earn “net income from foreclosure property” that is subject to tax if it determines that the net after-tax benefit to Certificateholders is greater than another method of operating or net leasing the Mortgaged Property. Because these sources of income, if they exist, are already in place with respect to the Mortgaged Properties, it is generally viewed as beneficial to Certificateholders to permit the issuing entity to continue to earn them if it acquires a Mortgaged Property, even at the cost of this tax. These taxes would be chargeable against the related income for purposes of determining the proceeds available for distribution to holders of certificates. See “Material Federal Income Tax Considerations—Taxes That May Be Imposed on a REMIC—Prohibited Transactions”.

Under the PSA, 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 Whole Loan, the Serviced Companion Loan Holder, for the retention of revenues and insurance proceeds derived from each 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 REO Property, but only to the extent of amounts on deposit in the REO Account relate to such REO Property. To the extent that amounts in the REO Account in respect of any REO Property are insufficient to make such payments, the master servicer is required to make a Servicing Advance, unless it determines such Servicing Advance would be nonrecoverable. On the later of the date that is (x) on or prior to each Determination Date or (y) 2 business days after such amounts are received and properly identified and determined to be available, the special servicer is required to deposit (or provide to the master servicer for the master servicer to deposit) all amounts received in respect of each 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.

Sale of Defaulted Loans and REO Properties

If the special servicer determines in accordance with the Servicing Standard that it would be in the best economic interests of the Certificateholders or, in the case of a Serviced Whole Loan, Certificateholders and any holder of the related Serviced Companion Loan (as a collective whole as if such Certificateholders and Serviced Companion Loan Holder constituted a single lender) to attempt to sell a Defaulted Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion

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Loan as described below, the special servicer will be required to use reasonable efforts to solicit offers for each Defaulted 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. In the case of certain Non-Serviced Mortgage Loans, under certain limited circumstances permitted under the related Intercreditor Agreement, to the extent that such Non-Serviced Mortgage Loan is not sold together with the related Non-Serviced Companion Loan by the special servicer for the related Non-Serviced Whole Loan, the special servicer will be entitled to sell for a Liquidation Fee (with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing) such Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard 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 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 (other than in respect of any Excluded Loan) the Directing Certificateholder not less than 10 business days’ prior written notice of its intention to sell any such Defaulted Loan. Neither the trustee nor any of its affiliates may make an offer for or purchase any Defaulted Loan. “Defaulted Loan” means a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan (i) that is delinquent at least 60 days in respect of its Periodic 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 or Mortgage Note and without regard to any acceleration of payments under the related Mortgage and Mortgage Note or (ii) as to which the master servicer or special servicer has, by written notice to the related borrower, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note.

The special servicer will be required to determine whether any cash offer constitutes a fair price for any Defaulted 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 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 PSA 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 (provided that the trustee may not be an offeror), then the trustee will be required to determine whether the cash offer constitutes a fair price; provided that no offer from an Interested Person will constitute a fair price unless (i) if the offer is equal to or greater than the applicable Purchase Price, then the offer is the highest offer received, or (ii) if the offer is less than the applicable Purchase Price, then (a) the offer is the highest offer received and (b) at least two other offers are received from independent third parties. In determining whether any offer received from an Interested Person represents a fair price for any such Defaulted 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 PSA within the preceding 9-month period or, in the absence of any such appraisal, on a new appraisal. Except as provided in the following paragraph, the cost of any appraisal will be covered by, and will be reimbursable as, a Servicing Advance.

Notwithstanding anything contained in the preceding paragraph to the contrary, if the trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the trustee may (at its option and at the expense of the Interested Person) designate an independent third party expert in real estate or commercial mortgage loan matters with at least 5 years’ experience in valuing or investing in loans similar to the subject Mortgage Loan or Serviced Whole Loan, as the case may be, that has been selected with reasonable care by the trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the trustee designates such a third party to make such determination, the trustee will be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph will be covered by, and will be reimbursable by the Interested Person; provided that the trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the trustee.

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The special servicer is required to use reasonable efforts to solicit offers for each REO Property on behalf of the Certificateholders and the related Companion Loan Holder(s)(if applicable) and to sell each REO Property in the same manner as with respect to a Defaulted Loan.

Notwithstanding any of the foregoing paragraphs, the special servicer will not be required to accept the highest cash offer for a Defaulted Loan or REO Property if the special servicer determines (in consultation with the Directing Certificateholder (unless a Consultation Termination Event exists) and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Loan Holder(s)), in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the Certificateholders and, in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Loan Holder(s)(as a collective whole as if such Certificateholders and, if applicable, the related Companion Loan Holder(s) constituted a single lender), and the special servicer may accept a lower offer (from any person other than itself or an affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of such offer would be in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Loan Holder(s)(as a collective whole as if such Certificateholders and, if applicable, the related Companion Loan Holder(s) constituted a single lender).

An “Interested Person” is the depositor, the master servicer, the special servicer, the operating advisor, the asset representations reviewer, the Excluded Special Servicer, if any, the certificate administrator, the trustee, the Directing Certificateholder, any sponsor, any borrower, any holder of a related mezzanine loan, any manager of a Mortgaged Property, any independent contractor engaged by the special servicer or any known affiliate of any of the preceding entities, and, with respect to a Whole Loan if it is a Defaulted Loan, the depositor, the master servicer, the special servicer (or any independent contractor engaged by such special servicer), or the trustee for the securitization of a Companion Loan, and each related Companion Loan Holder or its representative, any holder of a related mezzanine loan, or any known affiliate of any such party described above.

With respect to each Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement(s), if such Serviced Whole Loan becomes a Defaulted Loan, and if the special servicer determines to sell the related Mortgage Loan in accordance with the discussion in this “—Sale of Defaulted Loans and REO Properties” section, then the special servicer will be required to sell the related Pari Passu Companion Loan together with such Mortgage Loan as one whole loan. The special servicer will not be permitted to sell the related Mortgage Loan together with the related Pari Passu Companion Loan if such Serviced Whole Loan becomes a Defaulted Loan without the consent of the holder of the related Pari Passu Companion Loan, unless the special servicer complies with certain notice and delivery requirements set forth in the PSA. See “Description of the Mortgage Pool—The Whole Loans—Sun MHC Portfolio Whole Loan”, “—Intercontinental Kansas City Hotel Whole Loan” and “—Columbus Park Crossing Whole Loan”.

With respect to each Non-Serviced Mortgage Loan, if such Mortgage Loan has become a defaulted Mortgage Loan under the related Non-Serviced PSA, the Non-Serviced Special Servicer will generally have the right to sell such Mortgage Loan together with the related Companion Loan as notes evidencing one whole loan. The issuing entity, as the holder of the Non-Serviced Mortgage Loans, will have the right to consent to such sale if the required notices and information regarding such sale are not provided to the special servicer in accordance with the related Intercreditor Agreement. The Directing Certificateholder will be entitled to exercise such consent right so long as a Control Termination Event has not occurred and is continuing, and if a Control Termination Event has occurred and is continuing, the special servicer will exercise such consent rights. See “Description of the Mortgage Pool—The Whole Loans—Williamsburg Premium Outlets Whole Loan”, “—Promenade Gateway Whole Loan”, “—Birch Run Premium Outlets Whole Loan” and “—Santa Monica Multifamily Portfolio Whole Loan”.

In addition, with respect to each Servicing Shift Mortgage Loan, if such Servicing Shift Mortgage Loan becomes a Defaulted Loan, the special servicer (or, on or after the applicable Servicing Shift Securitization Date, the special servicer under the related Servicing Shift PSA) will be required to sell such Mortgage Loan together with the related Companion Loans as notes evidencing one whole loan, in

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accordance with the provisions of the related Intercreditor Agreement and the PSA or the Servicing Shift PSA, as the case may be.

To the extent that Liquidation Proceeds collected with respect to any Mortgage Loan are less than the sum of (1) the outstanding principal balance of the Mortgage Loan, (2) interest accrued on the Mortgage Loan and (3) the aggregate amount of outstanding reimbursable expenses (including any (i) unpaid servicing compensation, (ii) unreimbursed Servicing Advances, (iii) accrued and unpaid interest on all Advances and (iv) additional expenses of the issuing entity) incurred with respect to the Mortgage Loan, the issuing entity will realize a loss in the amount of the shortfall. The trustee, the master servicer and/or the special servicer will be entitled to reimbursement out of the Liquidation Proceeds recovered on any Mortgage Loan, prior to the distribution of those Liquidation Proceeds to Certificateholders, of any and all amounts that represent unpaid servicing compensation in respect of the related Mortgage Loan, certain unreimbursed expenses incurred with respect to the Mortgage Loan and any unreimbursed Advances (including interest on Advances) made with respect to the Mortgage Loan. In addition, amounts otherwise distributable on the certificates will be further reduced by interest payable to the master servicer, the special servicer or trustee on these Advances.

The Directing Certificateholder

General

Subject to the rights of the holder of the related Companion Loan under the related Intercreditor Agreement as described in “—Rights of Holders of Companion Loans” below, for so long as a Control Termination Event has not occurred and is not continuing, the Directing Certificateholder will be entitled to advise (1) the special servicer, with respect to all Specially Serviced Loans other than any Excluded Loan or Servicing Shift Mortgage Loan, (2) the special servicer, with respect to non-Specially Serviced Loans other than any Excluded Loan or Servicing Shift Mortgage Loan, as to all matters for which the master servicer must obtain the consent or deemed consent of the special servicer (e.g., the Major Decisions) and (3) the special servicer with respect to all Mortgage Loans other than any Excluded Loan or Servicing Shift Mortgage Loan 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, and will have the right to replace the special servicer with or without cause and have certain other rights under the PSA, each as described below. With respect to any Mortgage Loan other than any Excluded Loan, upon the occurrence and continuance of a Control Termination Event, the Directing Certificateholder will have certain consultation rights only, and upon the occurrence of a Consultation Termination Event, the Directing Certificateholder will not have any consent or consultation rights, as further described below.

The “Directing Certificateholder” will be the Controlling Class Certificateholder (or its representative) selected by more than 50% of the Controlling Class Certificateholders, by Certificate Balance, as determined by the certificate registrar from time to time; provided, however, that

(1) absent that selection, or

(2) until a Directing Certificateholder is so selected, or

(3) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) will be the Directing Certificateholder;

provided, however, that in the case of this clause (3), in the event no one holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance with the terms of the PSA.

The certificate administrator and the other parties to the PSA will be entitled to assume that the identity of the Directing Certificateholder has not changed until such parties receive written notice of a

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replacement of the Directing Certificateholder from a party holding the requisite interest in the Controlling Class, or the resignation of the then-current Directing Certificateholder.

The initial Directing Certificateholder is expected to be Seer Capital Commercial Real Estate Debt Fund I Ltd. or an affiliate of Seer Capital Commercial Real Estate Debt Fund I Ltd.

A “Controlling Class Certificateholder” is each holder (or Certificate Owner, if applicable) of a certificate of the Controlling Class as determined by the certificate registrar from time to time, upon request by any party to the PSA.

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. The Controlling Class as of the Closing Date will be Class H certificates; provided that if, at any time, the Certificate Balances of all Control Eligible Certificates, as notionally reduced by any Appraisal Reduction Amounts allocable to such classes, have been reduced to zero, the Controlling Class will be the most subordinate Class of Control Eligible Certificates that has a principal balance greater than zero; provided, further that if at any time the Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C and Class D certificates have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then the “Controlling Class” will be the most subordinate class of Control Eligible Certificates that has an aggregate Certificate Balance greater than zero without regard to the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class.

The “Control Eligible Certificates” will be any of the Class E, Class F, Class G and Class H certificates.

The master servicer, the special servicer, the operating advisor, the certificate administrator, the trustee or any certificateholder may request that the certificate registrar determine which class of certificates is the then-current Controlling Class and the certificate registrar must thereafter provide such information to the requesting party. The depositor, the trustee, the master servicer, the special servicer, the operating advisor and, for so long as no Consultation Termination Event has occurred, the Directing Certificateholder, may request that the certificate administrator provide, and the certificate administrator must so provide, a list of the holders (or Certificate Owners, if applicable) of the Controlling Class. The trustee, the certificate administrator, the master servicer, the special servicer and the operating advisor may each rely on any such list so provided.

In the event that no Directing Certificateholder has been appointed or identified to the master servicer or the special servicer, as applicable, and the master servicer or special servicer, as applicable, has attempted to obtain such information from the certificate administrator and no such entity has been identified to the master servicer or the special servicer, as applicable, then until such time as the new Directing Certificateholder is identified, the master servicer or the special servicer, as applicable, will have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.

The Class E certificateholders that are the Controlling Class Certificateholders may waive its rights as the Controlling Class Certificateholders as described “—Control Termination Event and Consultation Termination Event ” below.

Major Decisions

Except as otherwise described in “—Servicing Override” below and subject to the rights of the holder of the related Companion Loan under the related Intercreditor Agreement as described in “—Rights of Holders of Companion Loans” 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) prior to the occurrence and continuance of a Control Termination Event, the special servicer will not be permitted to take any of the following actions and the special servicer will not be permitted to consent to the master servicer’s

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taking any of the following actions, as to which the Directing Certificateholder has objected in writing within ten business days (or thirty (30) days with respect to clause (x) below) after receipt of the written recommendation and analysis together with such other information reasonably requested by the Directing Certificateholder (provided that if such written objection has not been received by the special servicer within such ten-business-day (or 30-day) period, the Directing Certificateholder 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 Whole Loan 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 the timing or acceptance related to late payment charges or Default Interest) of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan;

(c)     any sale of a Defaulted Mortgage Loan (that is not a Non-Serviced Mortgage Loan), an REO Property (in each case, other than in connection with the termination of the Issuing Entity as described in “—Termination; Retirement of Certificates”) or a Defaulted Mortgage Loan that is a Non-Serviced Mortgage Loan that the special servicer is permitted to sell in accordance with the PSA, in each case 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 material collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or any consent to either of the foregoing, other than immaterial condemnation actions and other similar takings or if otherwise required pursuant to the specific terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan 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 or Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged Property or direct or indirect interests in the related borrower (including any interests in any applicable mezzanine borrower) or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be effected without the consent of the lender under the related loan agreement or related to an immaterial easement, right of way or similar encumbrance;

(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 (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan (i) with a Stated Principal Balance greater than $2,500,000 or (ii) where the successor property manager is affiliated with the related borrower) or franchise changes for which the lender is required to consent or approve under the Mortgage Loan Documents;

(h)     releases of any escrow accounts, reserve accounts or letters of credit, in each case held as performance or earn-out 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 Whole Loan and for which there is no material lender discretion;

(i)      any acceptance of an assumption agreement or any other agreement permitting a transfer of interests in the related borrower or guarantor releasing such borrower or guarantor from liability under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan other than pursuant

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to the specific terms of such Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan 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 Whole Loan following a default or an event of default with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or such Serviced Whole Loan, any initiation of judicial, bankruptcy or similar proceedings under the related Mortgage Loan documents or with respect to the related mortgagor or Mortgaged Property;

(m)     any consent to the incurrence of additional debt or mezzanine debt to the extent lender consent or approval is required under the loan documents;

(n)      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 or such Serviced Whole Loan, or an action to enforce rights with respect thereto;

(o)     any material modification of any franchise or license agreement other than those required pursuant to the specific terms of the Mortgage Loan documents and for which there is no material lender discretion; and

(p)      any material modification of any ground lease;

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 Whole Loan, 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 Certificateholder, the master servicer or the special servicer, as the case may be, may take any such action without waiting for the Directing Certificateholder’s response.

With respect to any borrower request or other action on a non-Specially Serviced Loan including matters that are Major Decisions and that are otherwise not Master Servicer Decisions, the master servicer will not agree to such modification, waiver, amendment, consent, request or other action without the prior written consent of the special servicer. In connection with such consent, the master servicer will promptly provide the special servicer with written notice of any request for such modification, waiver, amendment, consent, request or other action, along with the master servicer’s written recommendation and analysis, to the extent the master servicer is recommending approval, and all information in the master servicer’s possession that may be reasonably requested in order to grant or withhold such consent by the special servicer or the Directing Certificateholder or other person with consent or consultation rights); provided that in the event that the special servicer does not respond within 10 business days after receipt of such written notice and all such reasonably requested information,plus the time period provided to the Directing Certificateholder or other relevant party under the PSA and, if applicable, any time period provided to a Companion Holder under a related Intercreditor Agreement, the special servicer’s consent to such modification, waiver, amendment, consent, request or other action will be deemed granted.

Asset Status Report

The Loan-Specific Directing Holder (with respect to Servicing Shift Whole Loans only) or, so long as a Control Termination Event has not occurred and is not continuing, the Directing Certificateholder, will have the right to disapprove the Asset Status Report prepared by the special servicer with respect to a Specially Serviced Loan. If a Consultation Termination Event has occurred, the Directing Certificateholder

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will have no right to consult with the special servicer with respect to the Asset Status Reports. See “—Asset Status Report” above.

Replacement of Special Servicer

So long as a Control Termination Event has not occurred and is not continuing, the Directing Certificateholder will have the right to replace the special servicer with or without cause as described in “—Replacement of Special Servicer Without Cause” and “—Termination of Servicer and Special Servicer for Cause—Servicer Termination Events” below.

Control Termination Event and Consultation Termination Event

If a Control Termination Event has occurred and is continuing, but for so long as no Consultation Termination Event has occurred, the special servicer will not be required to obtain the consent of the Directing Certificateholder with respect to any of the Major Decisions or Asset Status Reports, but will be required to consult with the Directing Certificateholder in connection with any Major Decision or Asset Status Report (or any other matter for which the consent of the Directing Certificateholder would have been required or for which the Directing Certificateholder 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 Certificateholder in respect of such Major Decision or Asset Status Report (or such other matter). Such consultation will not be binding on the special servicer. In the event the special servicer receives no response from the Directing Certificateholder within 10 days following its written request for input on any required consultation, the special servicer will not be obligated to consult with the Directing Certificateholder on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond will not relieve the special servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan or Serviced Whole Loan or any other Mortgage Loan. With respect to any Excluded Special Servicer Loan (that is not also an Excluded Loan), if any, the Directing Certificateholder (prior to the occurrence and continuance of a Control Termination Event) will be required to select an Excluded Special Servicer with respect to such Excluded Special Servicer Loan. After the occurrence and during the continuance of a Control Termination Event or if at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan, the resigning special servicer will be selected by a vote of the Certificateholders, and if such Excluded Special Servicer has not been so appointed within 30 days of receipt of notice of the resigning special servicer’s resignation, the resigning special servicer will be required to use reasonable efforts to select the related Excluded Special Servicer.

In addition, if a Control Termination Event has occurred and is continuing, the special servicer will also be required to consult with the operating advisor in connection with any Major Decision (and such other matters that are subject to consultation rights of the operating advisor pursuant to the PSA) and to consider alternative actions recommended by the operating advisor in respect of such Major Decision; provided that such consultation is on a non-binding basis. In the event the special servicer receives no response from the operating advisor within 10 days following the later of (i) its written request for input on any required consultation and (ii) delivery of all such additional information reasonably requested by the operating advisor related to the subject matter of such consultation, the special servicer will not be obligated to consult with the operating advisor on the specific matter; provided, however, that the failure of the operating advisor to respond will not relieve the special servicer from consulting with the operating advisor on any future matters with respect to the applicable Mortgage Loan or Serviced Whole Loan or any other Mortgage Loan. Notwithstanding anything to the contrary contained in this prospectus, with respect to any Excluded Loan, the special servicer or the related Excluded Special Servicer, as applicable, will be required to consult with the operating advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the operating advisor, in respect thereof, in accordance with the procedures set forth in the PSA for consulting with the operating advisor.

If a Consultation Termination Event has occurred, no class of certificates will act as the Controlling Class, and the Directing Certificateholder will have no consultation or consent rights under the PSA and will have no right to receive any notices, reports or information (other than notices, reports or information

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required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder under the PSA. The special servicer will nonetheless be required to consult with only the operating advisor in connection with Major Decisions, asset status reports and other material special servicing actions to the extent set forth in the PSA, and no Controlling Class Certificateholder will be recognized or have any right to approve or be consulted with respect to asset status reports or material special servicer actions.

A “Control Termination Event” will occur, with respect to each Mortgage Loan (other than Non-Serviced Mortgage Loans, Servicing Shift Mortgage Loans and Excluded Mortgage Loans) and Serviced Whole Loans (other than Servicing Shift Whole Loan) when (i) the Class E certificates have a Certificate Balance (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such class) of less than 25% of the initial Certificate Balance of that class or (ii) a holder of the Class E certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling class certificateholder as described below; provided that prior to the applicable Servicing Shift Securitization Date, no Control Termination Event may occur with respect to the Loan-Specific Directing Holder related to the related Servicing Shift Whole Loan and the term “Control Termination Event” will not be applicable to the Loan-Specific Directing Holder related to such Servicing Shift Whole Loan; provided further that a Control Termination Event will not be deemed to be continuing in the event the Certificate Balances of all Classes of Sequential Pay Certificates other than the Control Eligible Certificates have been reduced to zero. With respect to Excluded Loans, a Control Termination Event will be deemed to exist.

A “Consultation Termination Event” will occur, with respect to each Mortgage Loan (other than Non-Serviced Mortgage Loans, Servicing Shift Mortgage Loans and Excluded Mortgage Loans) and Serviced Whole Loan (other than Servicing Shift Whole Loans) when (i) there is no class of Control Eligible Certificates that has a then-outstanding Certificate Balance at least equal to 25% of the initial Certificate Balance of that class, in each case, without regard to the application of any Appraisal Reduction Amounts; or (ii) a holder of the Class E certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling class certificateholder pursuant to the terms of the PSA; provided that prior to the applicable Servicing Shift Securitization Date, no Consultation Termination Event may occur with respect to the Loan-Specific Directing Holder related to the related Servicing Shift Whole Loan and the term “Consultation Termination Event” will not be applicable to the Loan-Specific Directing Holder related to such Servicing Shift Whole Loan; provided further that no Consultation Termination Event resulting solely from the operation of clause (ii) will be deemed to have existed or be in continuance with respect to a successor holder of Class E certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder; provided that a Consultation Termination Event will not be deemed to be continuing in the event the Certificate Balances of all Classes of Sequential Pay Certificates other than the Control Eligible Certificates have been reduced to zero. With respect to Excluded Loans, a Consultation Termination Event will be deemed to exist.

At any time that the Controlling Class Certificateholder is the holder of a majority of the Class E certificates and the Class E certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder and (b) to exercise any of the Directing Certificateholder’s rights set forth in the PSA by irrevocable written notice delivered to the depositor, certificate administrator, master servicer, special servicer and operating advisor. During such time, the special servicer will be required to consult with only the operating advisor in connection with asset status reports and material special servicing actions to the extent set forth in the PSA, and no Controlling Class Certificateholder will be recognized or have any right to replace the special servicer or approve or be consulted with respect to asset status reports or material special servicer actions. Any such waiver will remain effective until such time as the Controlling Class Certificateholder sells or transfers all or a portion of its interest in the certificates to an unaffiliated third party if such unaffiliated third party then holds the majority of the Controlling Class after giving effect to such transfer. Following any such sale or transfer of the Class E certificates, the successor Class E Certificateholder that is the Controlling Class Certificateholder will be reinstated as, and will again have the rights of, the Controlling Class Certificateholder without regard to any prior waiver by the

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predecessor certificateholder that was the Controlling Class Certificateholder. The successor Class E certificateholder that is the Controlling Class Certificateholder will also have the right to irrevocably waive its right to appoint the Directing Certificateholder and to exercise any of the rights of the Controlling Class Certificateholder. In the event of any transfer of the Class E certificates by a Controlling Class Certificateholder that had irrevocably waived its rights as described in this paragraph, the successor Controlling Class Certificateholder that purchased such Class E certificates, even if it does not waive its rights as described in the preceding sentence, will not have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Loan prior to such successor Controlling Class Certificateholder’s purchase of Class E certificates and had not become a Corrected Loan prior to such purchase until such Mortgage Loan becomes a Corrected Loan.

“Loan-Specific Directing Holder” means, with respect to any Servicing Shift Whole Loan, the “controlling holder”, the “directing holder”, “directing lender” or any analogous concept under the related Intercreditor Agreement. Prior to the applicable Servicing Shift Securitization Date, the “directing holder” with respect to the related Servicing Shift Whole Loan will be the holder of the related Controlling Companion Loan. On and after the applicable Servicing Shift Securitization Date, there will be no Loan-Specific Directing Holder under the PSA with respect to the related Servicing Shift Whole Loan.

For a description of certain restrictions on any modification, waiver or amendment to the Mortgage Loan documents, see “—Modifications, Waivers and Amendments” above.

Servicing Override

In the event that the master servicer or the special servicer, as applicable, determines that immediate action with respect to any Major Decision (or any other matter requiring consent of the Directing Certificateholder, prior to the occurrence and continuance of a Control Termination Event in the PSA (or any matter requiring consultation with the Directing Certificateholder or the operating advisor)) is necessary to protect the interests of the Certificateholders (and, with respect to a Serviced Whole Loan, the interest of the Certificateholders and the holders of the related Serviced Companion Loan), as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans), the master servicer or the special servicer, as the case may be, may take any such action without waiting for the Directing Certificateholder’s response (or without waiting to consult with the Directing Certificateholder or the operating advisor, as the case may be); provided that the special servicer or master servicer, as applicable provides the Directing Certificateholder (or the operating advisor, if applicable) with prompt written notice following such action including a reasonably detailed explanation of the basis for such action.

In addition, neither the master servicer nor the special servicer (i) will be required to take or refrain from taking any action pursuant to instructions or objections from the Directing Certificateholder or (ii) may follow any advice or consultation provided by the Directing Certificateholder or the holder of a Serviced Pari Passu Companion Loan (or its representative) that would (1) cause it to violate any applicable law, the related Mortgage Loan documents, any related Intercreditor Agreement, the PSA, including the Servicing Standard, or the REMIC provisions of the Code, (2) expose the master servicer, the special servicer, the certificate administrator, the operating advisor, the asset representations reviewer, the issuing entity or the trustee to liability, (3) materially expand the scope of responsibilities of the master servicer or the special servicer, as applicable, under the PSA or (4) cause the master servicer or the special servicer, as applicable, to act, or fail to act, in a manner which in the reasonable judgment of the master servicer or the special servicer, as applicable, is not in the best interests of the Certificateholders.

Rights of Holders of Companion Loans

With respect to each Non-Serviced Whole Loan and Servicing Shift Whole Loan, the Directing Certificateholder will not be entitled to exercise the rights described above, but such rights, or rights similar to those rights, will be exercisable by the directing certificateholder under the related Non-Serviced PSA or the Loan-Specific Directing Holder (in the case of a Servicing Shift Mortgage Loan), as applicable. The issuing entity, as the holder of the Non-Serviced Mortgage Loans, has consultation rights with respect to certain major decisions relating to the Non-Serviced Whole Loans or Servicing Shift Whole

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Loans, as applicable, and, so long as a Control Termination Event has not occurred and is not continuing, the Directing Certificateholder will be entitled to exercise such consultation rights of the issuing entity pursuant to the terms of the related Intercreditor Agreement. In addition, so long as a Control Termination Event has not occurred and is not continuing, the Directing Certificateholder may have certain consent rights in connection with a sale of a Non-Serviced Whole Loan or Servicing Shift Whole Loan, as applicable, that has become a Defaulted Loan under certain circumstances described in “—Sale of Defaulted Loans and REO Properties”. See also “Description of the Mortgage Pool—The Whole Loans—Williamsburg Premium Outlets Whole Loan”, “—Promenade Gateway Whole Loan”, “—Birch Run Premium Outlets Whole Loan” and “—Santa Monica Multifamily Portfolio Whole Loan” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

With respect to a Serviced Pari Passu Mortgage Loan that is subject to a Pari Passu Companion Loan, the holder of each Pari Passu Companion Loan has consultation rights with respect to certain major decisions. See “Description of the Mortgage Pool—The Whole Loans—Sun MHC Portfolio Whole Loan”, “—Intercontinental Kansas City Hotel Whole Loan” and “—Columbus Park Crossing Whole Loan”.

Limitation on Liability of Directing Certificateholder

The Directing Certificateholder will not be liable to the issuing entity or the Certificateholders for any action taken, or for refraining from the taking of any action or for errors in judgment. However, the Directing Certificateholder will not be protected against any liability to the Controlling Class Certificateholders that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties owed to the Controlling Class Certificateholders.

Each Certificateholder will acknowledge and agree, by its acceptance of its certificates, that the Directing Certificateholder:

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

(b)    may act solely in the interests of the holders of the Controlling Class (or, in the case of a Whole Loan, in the interests of one or more Companion Loan Noteholders);

(c)    does not have any liability or duties to the holders of any class of certificates other than the Controlling Class;

(d)    may take actions that favor the interests of the holders of the Controlling Class (or, in the case of a Whole Loan, in the interests of one or more Companion Loan Noteholders) over the interests of the holders of one or more other classes of certificates; and

(e)    will have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted as set forth in (a) – (d) above, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal of the Directing Certificateholder 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 Certificateholder, which does not violate the terms of any Mortgage Loan, any law or the accepted servicing practices or the provisions of the PSA or the related Intercreditor Agreement, will not result in any liability on the part of the master servicer or the special servicer.

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The Operating Advisor

General

The operating advisor will act solely as a contracting party to the extent, and in accordance with the Operating Advisor Standard, and will have no fiduciary duty to any party. The operating advisor’s duties will be limited to its specific duties under the PSA, and the operating advisor will have no duty or liability to any particular class of certificates or any Certificateholder. The operating advisor is not the special servicer or a sub-servicer and will not be charged with changing the outcome on any particular Specially Serviced Loan. By purchasing a certificate, potential investors acknowledge and agree that there could be multiple strategies to resolve any Specially Serviced Loan and that the goal of the operating advisor’s participation is to provide additional input relating to the special servicer’s compliance with the Servicing Standard in making its determinations as to which strategy to execute.

Potential investors should note that the operating advisor is not an “advisor” for any purpose other than as specifically set forth in the PSA and is not an advisor to any person, including without limitation any Certificateholder. For the avoidance of doubt, the operating advisor is not an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended. See “Risk Factors—Other Risks Relating to the Certificates—Your Lack of Control Over the Issuing Entity Can Adversely Impact Your Investment”.

Notwithstanding the foregoing, the operating advisor will generally have no obligations or consultation rights under the PSA for this transaction with respect to any Non-Serviced Whole Loan, Servicing Shift Whole Loan (each of which will be serviced pursuant to the related Non-Serviced PSA or Servicing Shift PSA, as applicable) or any related REO Properties. See “—Servicing of the Non-Serviced Mortgage Loans” below.

Duties of Operating Advisor While No Control Termination Event Has Occurred and Is Continuing

With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan and Servicing Shift Mortgage Loan) or Serviced Whole Loan (other than a Servicing Shift Whole Loan), unless a Control Termination Event has occurred and is continuing, the operating advisor’s obligations will be limited to the following, and generally will not involve an assessment of specific actions of the special servicer:

(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 PSA;

(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 Directing Certificateholder of such error).

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 PSA and will have no obligations with respect to any Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan.

The operating advisor’s review of information (other than a Final Asset Status Report and information accompanying such report) or interaction with the special servicer related to any specific Specially Serviced Loan is only to provide background information to support the operating advisor’s duties following a servicing transfer, if applicable, or to allow more meaningful interaction with the special servicer.

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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 Certificateholder which does not include any communication (other than the related Asset Status Report) between the special servicer and Directing Certificateholder with respect to such Specially Serviced Loan; provided that, so long as no Control Termination Event has occurred and is continuing, no Asset Status Report will be considered to be a Final Asset Status Report unless the Directing Certificateholder has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval or consent or has been deemed to have approved or consented to such action or the Asset Status Report is otherwise implemented by the special servicer in accordance with the terms of the PSA.

Duties of Operating Advisor While a Control Termination Event Has Occurred and Is Continuing

With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan and Servicing Shift Mortgage Loan) and Serviced Whole Loan (other than a Servicing Shift Whole Loan), while a Control Termination Event has occurred and is continuing, the operating advisor’s obligations will consist of the following:

(i) the operating advisor will be required to consult (on a non-binding basis) with the special servicer in respect of the Asset Status Reports, as described in “—Asset Status Report” below;

(ii) the operating advisor will be required to consult (on a non-binding basis) with the special servicer with respect to Major Decisions as described in “—The Directing Certificateholder—Major Decisions”;

(iii) the operating advisor will be required to prepare an annual report (if any Mortgage Loan (other than Non-Serviced Mortgage Loans and Servicing Shift Mortgage Loans) or Serviced Whole Loan (other than Servicing Shift Whole Loans) was a Specially Serviced Loan during the prior calendar year and if a Control Termination Event was continuing as of the end of such prior calendar year) in the form attached as Annex C to be provided to the trustee, 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 in “—Annual Report” below; and

(iv) 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 performance of the duties described in clause (iv) above:

(1)    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 and, in the case of the Appraisal Reduction Amount, only to the extent the master servicer has provided such information to the special servicer) to the operating advisor;

(2)    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 the master servicer or the special servicer, as applicable, 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

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(3)    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 master servicer or the special servicer, as applicable, and the operating advisor and determine which calculation is to apply.

The “Operating Advisor Standard” means the requirement that the operating advisor must act solely on behalf of the issuing entity and in the best interest of, and for the benefit of, the Certificateholders (as a collective whole as if such Certificateholders and, in the case of any Serviced Whole Loan (other than any Servicing Shift Whole Loan), any related Pari Passu Companion Loan Holders, constituted a single lender), and not the holders of any particular class of certificates, as determined by the operating advisor in the exercise of its good faith and reasonable judgment, but without regard to any conflict of interest arising from any relationship that the operating advisor or any of its affiliates may have with any of the borrowers, the sponsors, the mortgage loan sellers, the depositor, the master servicer, the special servicer, the asset representations reviewer, the Directing Certificateholder, or any of their affiliates.

Annual Report.

After the occurrence and during the continuance of a Control Termination Event, based on the operating advisor’s review of any Assessment of Compliance, Attestation Report, Asset Status Report and other information (other than any communications between the Directing Certificateholder and the special servicer that would be Privileged Information) delivered to the operating advisor by the special servicer, including each Asset Status Report delivered during the prior calendar year, the operating advisor will (if any Mortgage Loans (other than Servicing Shift Mortgage Loans) were Specially Serviced Loans in the prior calendar year) prepare an annual report in the form attached as Annex C to be provided to the 17g-5 Information Provider (and made available through the 17g-5 Information Provider’s website) and the certificate administrator for the benefit of the Certificateholders (and made available through the certificate administrator’s website) within 120 days of the end of the prior calendar year for which a Control Termination Event was continuing as of December 31 and setting forth its assessment of the special servicer’s performance of its duties under the PSA during the prior calendar year on a “platform-level basis” with respect to the resolution and liquidation of Specially Serviced Loans that the special servicer is responsible for servicing under the PSA; provided, however, that in the event the special servicer is replaced, the operating advisor’s annual report will only relate to the entity that was acting as special servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such annual report. Only as used in connection with the operating advisor’s annual report, the term “platform-level basis” refers to the special servicer’s performance of its duties as they relate to the resolution and/or liquidation of Specially Serviced Loans, taking into account the special servicer’s specific duties under the PSA 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 Assessment of Compliance, Attestation Report, Asset Status Report and other information delivered to the operating advisor by the special servicer (other than any communications between the Directing Certificateholder and the special servicer that would be Privileged Information) pursuant to the PSA.

The special servicer 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 certificate administrator and the 17g-5 Information Provider; provided that the operating advisor will have no obligation to adopt any comments to such annual report that are provided by the special servicer.

In each annual report, the operating advisor will identify any material deviations (i) from the Servicing Standard and (ii) from the special servicer’s obligations under the PSA with respect to the resolution or liquidation of Specially Serviced Loans or REO Properties that the special servicer is responsible for servicing under the PSA (other than with respect to any REO Property related to a Non-Serviced Mortgage Loan or a Servicing Shift Mortgage Loan) based on the limited review required in the PSA. Each annual report will be required to comply with the confidentiality requirements, subject to certain exceptions, each as described in this prospectus and as provided in the PSA regarding Privileged Information.

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Notwithstanding anything in this prospectus to the contrary (i) the operating advisor’s assessment of the special servicer’s performance will be based on the provisions of the PSA and (ii) so long as CWCapital Asset Management LLC is acting as special servicer then the special servicer, upon reasonable written request, will provide the operating advisor with electronic access (reasonably acceptable to the special servicer and the operating advisor) to the special servicer’s stated policies and procedures to permit the Operating Advisor to review such policies and procedures. The operating advisor will be permitted to review such policies and procedures but will not be permitted to retain hard copies. The operating advisor will keep all information contained in the policies and procedures strictly confidential, except (A) the operating advisor may disclose such information if (i) such information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the operating advisor, or (ii) such disclosure is required by applicable law, rule, order or regulation (as demonstrated by evidence reasonably satisfactory to the special servicer) and (B) the operating advisor may disclose a particular portion of the policies and procedures solely when necessary to support specific conclusions (i) in the Operating Advisor Annual Report, or (ii) in connection with a recommendation by the operating advisor to replace CWCapital Asset Management LLC as the special servicer pursuant to the provisions of the PSA. Notwithstanding the foregoing, the operating advisor will be permitted to share such information with its affiliates and any subcontractors of the operating advisor to the extent reasonably necessary to perform the operating advisor’s obligations under the PSA. The operating advisor’s assessment may not take into account the fact that CWCapital Asset Management LLC limited the operating advisor’s access to the special servicer’s written policies and procedures pursuant to the provisions of the PSA. Nothing set forth herein will limit or affect the scope of the operating advisor’s platform level review in connection with its preparation of the Operating Advisor Annual Report, provided that the operating advisor’s access to or reliance upon the special servicer’s written policies and procedures will be subject to the terms of this paragraph. Subject to the terms and conditions in the PSA related to Privileged Information, the operating advisor agrees that it will use information received from the special servicer pursuant to the terms of the PSA solely for purposes of complying with its duties and obligations under the PSA.

Recommendation of the Replacement of the Special Servicer

After the occurrence of a Consultation Termination Event, if the operating advisor determines that the special servicer is not performing its duties as required under the PSA 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 “—Replacement of Special Servicer Without Cause” and “―Termination of Servicer and Special Servicer for Cause—Servicer Termination Events”.

Eligibility of Operating Advisor

The operating advisor will be required to be an Eligible Operating Advisor at all times during the term of the PSA. “Eligible Operating Advisor” means an institution:

(i) that is a special servicer or operating advisor on a CMBS 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 the operating advisor, this transaction) but has not been special servicer or operating advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating advisor as the sole or a material factor in such rating action;

(ii) that can and will make the representations and warranties of the operating advisor set forth in the PSA;

(iii) that is not (and is not affiliated with) the depositor, the trustee, the certificate administrator, the master servicer, the special servicer, a mortgage loan seller, the Directing Certificateholder, or a depositor, a trustee, a certificate administrator, master servicer or special servicer with respect to the securitization of a Companion Loan, or any of their respective affiliates; and

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(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 PSA or (y) for the appointment or recommendation for replacement of a successor special servicer to become the special servicer.

Other Obligations of Operating Advisor

At all times, subject to the Privileged Information Exception, the operating advisor and its affiliates will be obligated to keep confidential any Privileged Information received from the special servicer or Directing Certificateholder in connection with the Directing Certificateholder’s exercise of any rights under the PSA (including, without limitation, in connection with any Asset Status Report) or otherwise in connection with the transaction, except under the circumstances described below. As used in this prospectus, “Privileged Information” means (i) any correspondence between the Directing Certificateholder and the special servicer related to any Specially Serviced Loan (other than with respect to an Excluded Loan) or the exercise of the Directing Certificateholder’s consent or consultation rights under the PSA, (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, (iii) information subject to attorney-client privilege, and (iv) any Asset Status Report or Final Asset Status Report.

The operating advisor is required to keep all Privileged Information confidential and may not disclose such Privileged Information to any person (including Certificateholders other than the Directing Certificateholder), other than (1) to the extent expressly required by the PSA, to the other parties to the PSA with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to the PSA that receives Privileged Information from the operating advisor with a notice stating that such information is Privileged Information may not disclose such Privileged Information to any person without the prior written consent of the special servicer and, unless a Consultation Termination Event has occurred, the Directing Certificateholder (with respect to any Mortgage Loan other than a Non-Serviced Whole Loan) other than pursuant to a Privileged Information Exception.

“Privileged Information Exception” means, with respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the master servicer, the special servicer, the operating advisor, the asset representations reviewer, the certificate administrator and the trustee, as evidenced by an opinion of counsel (which will be an additional expense of the issuing entity) delivered to each of the master servicer, the special servicer, the Directing Certificateholder (other than with respect to an Excluded Loan), the operating advisor, the asset representations reviewer, the certificate administrator and the trustee), required by law, rule, regulation, order, judgment or decree to disclose such information.

Neither the operating advisor nor any of its affiliates may make any investment in any class of certificates; provided, however, that such prohibition will not apply to (i) riskless principal transactions effected by a broker dealer affiliate of the operating advisor or (ii) investments by an affiliate of the operating advisor if the operating advisor and such affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the operating advisor under the PSA from personnel involved in such affiliate’s investment activities and (B) prevent such affiliate and its personnel from gaining access to information regarding the issuing entity and the operating advisor and its personnel from gaining access to such affiliate’s information regarding its investment activities.

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Termination of the Operating Advisor With Cause

The following constitute operating advisor termination events under the PSA (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 any of its representations or warranties under the PSA, 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 PSA or to the operating advisor, the certificate administrator and the trustee by the holders of certificates having greater than 25% of the aggregate Voting Rights; 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;

(c)    any failure by the operating advisor to be an Eligible Operating Advisor, which failure continues unremedied for a period of 30 days;

(d)    a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, has been entered against the operating advisor, and such decree or order has remained in force undischarged or unstayed for a period of 60 days;

(e)    the operating advisor consents to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the operating advisor or of or relating to all or substantially all of its property; or

(f)    the operating advisor admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations.

Upon receipt by the certificate administrator of notice of the occurrence of any Operating Advisor Termination Event, the certificate administrator will be required to promptly provide written notice to all Certificateholders electronically by posting such notice on its internet website and by mail, unless the certificate administrator has received notice that such Operating Advisor Termination Event has been remedied.

Rights Upon Operating Advisor Termination Event

After the occurrence of an Operating Advisor Termination Event, either (i) the trustee may or (ii) upon the written direction of Certificateholders representing at least 25% of the Voting Rights of each class of certificates, the trustee will be required to promptly terminate all of the rights and obligations of the operating advisor under the PSA (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 and appoint a replacement operating advisor that is an Eligible Operating Advisor; provided that no such termination will be effective until a successor operating advisor has been appointed and has assumed all of the obligations of the operating advisor under the PSA. The trustee may rely on a certification by the replacement operating advisor that it

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is an Eligible Operating Advisor. If the certificate administrator is unable to find a replacement operating advisor that is an Eligible Operating Advisor within 30 days of the termination of the operating advisor, the depositor will be permitted to find a replacement.

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 special servicer, the master servicer, the certificate administrator, the depositor, the Directing Certificateholder (only for so long as no Consultation Termination Event has occurred), any 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 Voting Rights 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 Voting Rights of the certificates that exercise their right to vote (provided that holders of at least 50% of the Voting Rights of the 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 PSA 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, in the event there are no classes of certificates outstanding other than the Control Eligible Certificates and the Class V certificates and the Class R certificates, then all of the rights and obligations of the operating advisor under the PSA will terminate without payment of any penalty or termination fee (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). If the operating advisor is terminated pursuant to the foregoing sentence, then no replacement operating advisor will be appointed.

Resignation of the Operating Advisor

The operating advisor may resign upon 30 days’ prior written notice to the depositor, master servicer, special servicer, trustee, certificate administrator, the asset representations reviewer and the Directing Certificateholder, if the operating advisor has secured a replacement operating advisor that is an Eligible Operating Advisor and such replacement operating advisor has accepted its appointment as the replacement operating advisor. If no successor operating advisor has been so appointed and accepted the appointment within 30 days after the notice of resignation, the resigning operating advisor may petition any court of competent jurisdiction for the appointment of a successor operating advisor that is an Eligible Operating Advisor. The resigning operating advisor must pay all costs and expenses associated with the transfer of its duties.

In addition, 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 PSA and the Directing Certificateholder 30 days prior written notice of any such resignation. If the operating advisor resigns pursuant to the foregoing,

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then no replacement operating advisor will be appointed. The resigning operating advisor will be entitled to, and subject, to any rights and obligations that accrued under the PSA 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

Certain fees will be payable to the operating advisor, and the operating advisor will be entitled to be reimbursed for certain expenses, as described in “Transaction Parties—The Operating Advisor and Asset Representations Reviewer”.

In the event the operating advisor resigns or is terminated for any reason, it will remain entitled to any accrued and unpaid fees and reimbursement of operating advisor expenses and any rights to indemnification provided under the PSA with respect to the period for which it acted as operating advisor.

The operating advisor will be entitled to reimbursement of certain expenses incurred by the operating advisor in the event that the operating advisor is terminated without cause. See “—Termination of the Operating Advisor Without Cause” above.

The Asset Representations Reviewer

Asset Review

Asset Review Trigger

On or prior to each Distribution Date, based on either the CREFC^® Delinquent Loan Status Report or the CREFC^® Loan Periodic Update File delivered by the master servicer for such Distribution Date, the certificate administrator will be required to determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the certificate administrator will be required to promptly provide notice to the asset representations reviewer, the master servicer, the special servicer, the Directing Certificateholder and all Certificateholders by posting a notice of its determination on its internet website and by mailing such notice to the Certificateholders’ addresses appearing in the certificate register. On each Distribution Date after providing such notice to Certificateholders, the certificate administrator, based on information provided to it by the master servicer, will be required to determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) or (3), deliver such information in a written notice (which may be via email) within two (2) business days to the master servicer, the special servicer, the operating advisor, the asset representations reviewer and the Directing Certificateholder.

An “Asset Review Trigger” will occur when either (1) Mortgage Loans with an aggregate outstanding principal balance of 25.0% or more of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the issuing entity as of the end of the applicable Collection Period are Delinquent Loans or (2)(A) prior to and including the second anniversary of the Closing Date, at least 10 Mortgage Loans are Delinquent Loans as of the end of the applicable Collection Period and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 15.0% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the issuing entity as of the end of the applicable Collection Period, or (B) after the second anniversary of the Closing Date, at least 15 Mortgage Loans are Delinquent Loans as of the end of the applicable Collection Period and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the issuing entity as of the end of the applicable Collection Period. The PSA will require that the certificate administrator include in the Distribution Report on Form 10-D relating to the distribution period in which

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the Asset Review Trigger occurred a description of the events that caused the Asset Review Trigger to occur.

We believe this Asset Review Trigger is appropriate considering the unique characteristics of pools of Mortgage Loans underlying CMBS. See “Risk Factors—Risks Relating to the Mortgage Loans—Static Pool Data Would Not Be Indicative of the Performance of this Pool”. While we do not believe static pool information is relevant to CMBS transactions as a general matter, as a point of relative context, with respect to the 58 prior pools of commercial mortgage loans for which GACC (or its predecessors) was sponsor in a public offering of CMBS with a securitization closing date on or after January 1, 2006, the highest percentage of loans, based on the aggregate outstanding principal balance of delinquent mortgage loans in an individual CMBS transaction, that were delinquent at least 60 days at the end of any reporting period between January 1, 2011 and December 31, 2015 was approximately 28.07%; however, the average of the highest delinquency percentages based on the aggregate outstanding principal balance of delinquent mortgage loans in the reviewed transactions was approximately 19.58%; and the highest percentage of delinquent mortgage loans, based upon the number of mortgage loans in the reviewed transactions was approximately 15.98% and the average of the highest delinquency percentages based on the number of mortgage loans in the reviewed transactions was approximately 5.10%.

This Mortgage Pool is not homogeneous or granular, and there are individual Mortgage Loans that each represent a significant percentage, by outstanding principal balance, of the Mortgage Pool. For example, the 3 largest Mortgage Loans in the Mortgage Pool represent approximately 23.2% of the Initial Pool Balance. Given this Mortgage Pool composition and the fact that CMBS pools as a general matter include a small relative number of larger mortgage loans, we believe it would not be appropriate for the delinquency of the 2 largest Mortgage Loans, in the case of this Mortgage Pool, to cause the Asset Review Trigger to be met, as that would not necessarily be indicative of the overall quality of the Mortgage Pool. On the other hand, a significant number of delinquent Mortgage Loans by loan count could indicate an issue with the quality of the Mortgage Pool. As a result, we believe it would be appropriate to have the alternative test as set forth in clause (2) of the definition of “Asset Review Trigger”, namely to have the Asset Review Trigger be met if Mortgage Loans representing a specified percentage of the Mortgage Loans (by loan count) are Delinquent Loans, assuming those mortgage loans still meet a minimum principal balance threshold. However, given the nature of commercial mortgage loans and the inherent risks of a delinquency based solely on market conditions, a static trigger based on the number of delinquent loans would reflect a lower relative risk of an Asset Review Trigger being triggered earlier in the transaction’s lifecycle for delinquencies that are based on issues unrelated to breaches or representations and warranties and would reflect a higher relative risk later in the transaction’s lifecycle. To address this, we believe the specified percentage should increase during the life of the transaction, as provided for in clause (2) of the definition of “Asset Review Trigger”. CMBS as an asset class has historically not had a large number of claims for, or repurchases based on, breaches of representations and warranties.  While the Asset Review Trigger we have selected is less than this historical peak, we feel it remains at a level that avoids a trigger based on market variability while providing an appropriate threshold to capture delinquencies that may have resulted from an underlying deficiency in one or more mortgage loan seller’s Mortgage Loans that could be the basis for claims against those mortgage loan sellers based on breaches of the representations and warranties.

“Delinquent Loan” means a Mortgage Loan that is delinquent at least sixty days in respect of its Periodic Payments or balloon payment, if any, in either case such delinquency to be determined without giving effect to any grace period.

Asset Review Vote

If Certificateholders evidencing not less than 5% of the Voting Rights deliver to the certificate administrator, within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence an Asset Review (an “Asset Review Vote Election”), the certificate administrator will be required to promptly provide written notice of such direction to the asset representations reviewer and to all Certificateholders, and to conduct a solicitation of votes of Certificateholders to authorize an Asset Review. Upon the affirmative vote to authorize an Asset Review

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by Certificateholders evidencing at least a majority of an Asset Review Quorum within 150 days of the receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the certificate administrator will be required to promptly provide written notice of such Affirmative Asset Review Vote to all parties to the PSA, the underwriters, the mortgage loan sellers, the Directing Certificateholder and the Certificateholders. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the asset representations reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) an additional Asset Review Trigger has occurred as a result or otherwise is in effect, (C) the certificate administrator has timely received any Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B) above and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) above. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the certificate administrator in connection with administering such vote will be paid as an expense of the issuing entity from the Collection Account.

An “Asset Review Quorum” means, in connection with any solicitation of votes to authorize an Asset Review as described above, the holders of certificates evidencing at least 5% of the aggregate Voting Rights.

Review Materials

Upon receipt of notice from the certificate administrator of an Affirmative Asset Review Vote (the “Asset Review Notice”), the custodian (with respect to clauses (i) – (v) for non-Specially Serviced Loans), the master servicer (with respect to clause (vi) for non-Specially Serviced Loans) and the special servicer (with respect to Specially Serviced Loans), in each case to the extent in such party’s possession, will be required to promptly, but in no event later than 10 business days (except with respect to clause (vi)) after receipt of such Asset Review Notice from the certificate administrator, provide the following materials to the asset representations reviewer (collectively, with the Diligence Files, a copy of the prospectus, a copy of each related MLPA and a copy of the PSA, the “Review Materials”) by delivering such Review Materials to the certificate administrator for posting to the secure data room or the certificate administrator’s website, as applicable:

(i) a copy of an assignment of the Mortgage in favor of the related trustee, with evidence of recording thereon, for each Delinquent Loan that is subject to an Asset Review;

(ii) a copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the related trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;

(iii) a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already covered pursuant to items (i) or (ii) above;

(iv) a copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent Loan that is subject to an Asset Review;

(v) a copy of an assignment in favor of the related trustee of any financing statement executed and filed in the relevant jurisdiction related to each Delinquent Loan that is subject to an Asset Review; and

(vi) any other related documents that were entered into or delivered in connection with the origination of such Mortgage Loan that are necessary in connection with the asset representations reviewer’s completion of any Asset Review and that are requested (in writing in accordance with the PSA) by the asset representations reviewer, in the time frames and as otherwise described below.

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If, as part of an Asset Review of such Mortgage Loan, the asset representations reviewer determines that it is missing any documents that are required to be part of the Review Materials for such Mortgage Loan or which were entered into or delivered in connection with the origination of such Mortgage Loan that, in either case, are necessary in connection with its completion of any such Asset Review, the asset representations reviewer will promptly, but in no event later than 10 business days after receipt of the Review Materials identified in clauses (i) through (v) above, notify (in writing in accordance with the PSA) the master servicer (with respect to non-Specially Serviced Loans) or the special servicer (with respect to Specially Serviced Loans), as applicable, of such missing documents, and request (in writing in accordance with the PSA) the master servicer or the special servicer, as applicable, promptly, but in no event later than 10 business days after receipt of such notification from the asset representations reviewer, to deliver to the asset representations reviewer such missing documents to the extent in its possession. In the event any missing documents are not provided by the master servicer or special servicer, as applicable, within such 10 business day period, the asset representations reviewer will request such documents from the related mortgage loan seller. The mortgage loan seller will be required under the related MLPA to deliver such additional documents only to the extent in the possession of such party.

The asset representations reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a person that is not a party to the PSA or the related mortgage loan seller, and will do so only if such information can be independently verified (without unreasonable effort or expense to the asset representations reviewer) and is determined by the asset representations reviewer in its good faith sole discretion to be relevant to the Asset Review, as described below (such information, “Unsolicited Information”).

Asset Review

Upon its receipt of the Asset Review Notice and access to the Diligence File posted to the secure data room with respect to a Delinquent Loan, the asset representations reviewer, as an independent contractor, is required to commence a review of the compliance of each Delinquent Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset Review”). An Asset Review of each Delinquent Loan will consist of the application of a set of pre-determined review procedures (the “Tests”) for each representation and warranty made by the mortgage loan seller with respect to such Delinquent Loan. Once an Asset Review of a Mortgage Loan is completed, no further Asset Review will be required or performed of that Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan or become a Delinquent Loan again at the time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence of such Asset Review Trigger.

“Asset Review Standard” means the performance of the asset representations reviewer of its duties under the PSA in good faith subject to the express terms of the PSA. All determinations or assumptions made by the asset representations reviewer in connection with an Asset Review are required to be made in the asset representations reviewer’s good faith discretion and judgment based on the facts and circumstances known to it at the time of such determination or assumption.

No Certificateholder will have the right to change the scope of the asset representations reviewer’s review, and the asset representations reviewer will not be required to review any information other than (i) the Review Materials, or (ii) Unsolicited Information.

The asset representations reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively rely on such Review Materials.

If the asset representations reviewer determines that the Review Materials are insufficient to complete a Test and such missing documentation is not delivered to the asset representations reviewer by the applicable mortgage loan seller, the master servicer (with respect to non-Specially Serviced Loans) or the special servicer (with respect to Specially Serviced Loans) within 10 days upon request as described above, the asset representations reviewer will list such missing documents in its preliminary

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report setting forth the preliminary results of the application of the Tests and the reasons why such missing documents are necessary to complete a Test and (if the asset representations reviewer has so concluded) that the absence of such documents will be deemed to be a failure of such Test. The asset representations reviewer will provide such preliminary report to the master servicer (with respect to non-Specially Serviced Loans) or the special servicer (with respect to Specially Serviced Loans) and the related mortgage loan seller no later than 60 days after the date on which access to the Diligence Files in the secure data room is made available to the asset representations reviewer by the certificate administrator. If the preliminary report indicates that any of the representations and warranties fails or is deemed to fail any Test, the applicable mortgage loan seller will have 90 days (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any documents provided or explanations given to support a conclusion that the representation and warranty has not failed a Test or that any missing documents in the Review Materials are not required to complete a Test will be required to be promptly delivered by the related mortgage loan seller to the asset representations reviewer.

The asset representations reviewer will be required, within the later of (x) 60 days after the date on which access to the Diligence Files in the secure data room is made available to the asset representations reviewer by the certificate administrator or (y) 10 days after the expiration of the Cure/Contest Period, to complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report setting forth the asset representations reviewer’s findings and conclusions as to whether or not it has determined there is any evidence of a failure of any Test based on the Asset Review and a statement that the asset representations reviewer’s findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”) to each party to the PSA and the applicable mortgage loan seller for each Delinquent Loan and the Directing Certificateholder, and (ii) a summary of the asset representations reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report Summary”) to the trustee, certificate administrator, master servicer and special servicer. The period of time by which the Asset Review Report must be completed and delivered may be extended by up to an additional 30 days, upon written notice to the parties to the PSA and the related mortgage loan seller, if the asset representations reviewer determines pursuant to the Asset Review Standard that such additional time is required due to the characteristics of the Mortgage Loans and/or the Mortgaged Property or Mortgaged Properties. In no event will the asset representations reviewer be required to determine whether any Test failure constitutes a Material Defect, or whether the issuing entity should enforce any rights it may have against the applicable mortgage loan seller, which, in each such case, will be the responsibility of the master servicer (with respect to non-Specially Serviced Loans) or the special servicer (with respect to Specially Serviced Loans). See “—Enforcement of Mortgage Loan Seller’s Obligations Under the MLPA” below. In addition, in the event that the asset representations reviewer does not receive any documentation that it requested from the master servicer (with respect to non-Specially Serviced Loans), the special servicer (with respect to Specially Serviced Loans) or the applicable mortgage loan seller in sufficient time to allow the asset representations reviewer to complete its Asset Review and deliver an Asset Review Report, the asset representations reviewer will be required to prepare the Asset Review Report solely based on the documentation received by the asset representations reviewer with respect to the related Delinquent Loan, and the asset representations reviewer will have no responsibility to independently obtain any such documentation from any party to the PSA or otherwise. The PSA will require that the certificate administrator (i) include the Asset Review Report Summary in the Distribution Report on Form 10–D relating to the distribution period in which such Asset Review Report Summary was received by the certificate administrator, and (ii) post such Asset Review Report Summary to the certificate administrator’s website not later than 2 business days after receipt of such Asset Review Report Summary from the asset representations reviewer.

Eligibility of Asset Representations Reviewer

The asset representations reviewer will be required to represent and warrant in the PSA that it is an Eligible Asset Representations Reviewer. The asset representations reviewer is required to at all times be an Eligible Asset Representations Reviewer. If the asset representations reviewer ceases to be an Eligible Asset Representations Reviewer, the asset representations reviewer is required to immediately notify the master servicer, the special servicer, the trustee, the operating advisor, the certificate administrator and the Directing Certificateholder of such disqualification and immediately resign, and the

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trustee will be required to use commercially reasonable efforts to appoint a successor asset representations reviewer. If the trustee is unable to find a successor asset representations reviewer within 30 days of the termination of the asset representations reviewer, the depositor will be permitted to find a replacement.

An “Eligible Asset Representations Reviewer” is an institution that (i) is the special servicer, operating advisor or asset representations reviewer on a transaction rated by any of Moody’s, Fitch, KBRA, DBRS, Inc., Morningstar or S&P and that has not been a special servicer, operating advisor or asset representations reviewer on a transaction for which Moody’s, Fitch, KBRA, DBRS, Inc., Morningstar or S&P has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing or other relevant concerns with the special servicer, the operating advisor or the asset representations reviewer, as applicable, as the sole or material factor in such rating action, (ii) can and will make the representations and warranties of the asset representations reviewer set forth in the PSA, (iii) is not (and is not affiliated with) any sponsor, any mortgage loan seller, any originator, the master servicer, the special servicer, the depositor, the certificate administrator, the trustee, the Directing Certificateholder or any of their respective affiliates, (iv) has not performed (and is not affiliated with any party hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory or similar services with respect to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf of any sponsor, any mortgage loan seller, any underwriter, any party to the PSA or the Directing Certificateholder or any of their respective affiliates, or have been paid any fees, compensation or other remuneration by any of them in connection with any such services and (v) does not directly or indirectly, through one or more affiliates or otherwise, own any interest in any certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to which the PSA relates, other than in fees from its role as asset representations reviewer (or as operating advisor, if applicable) and except as otherwise set forth in the PSA.

Other Obligations of Asset Representations Reviewer

The asset representations reviewer and its affiliates are required to keep confidential any Privileged Information received from any party to the PSA or any sponsor under the PSA (including, without limitation, in connection with the review of the Mortgage Loans) and not disclose such Privileged Information to any person (including Certificateholders), other than (1) to the extent expressly required by the PSA in an Asset Review Report or otherwise, to the other parties to the PSA with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to the PSA that receives Privileged Information from the asset representations reviewer 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 other than pursuant to a Privileged Information Exception. In addition, the asset representations reviewer will be required to keep all documents and information received by the asset representations reviewer in connection with an Asset Review that are provided by the applicable mortgage loan seller, the master servicer and the special servicer confidential and will not be permitted to disclose such documents or information except (i) for purposes of complying with its duties and obligations under the PSA, (ii) if such documents or information become generally available and known to the public other than as a result of a disclosure directly or indirectly by the asset representations reviewer, (iii) if it is reasonable and necessary for the asset representations reviewer to disclose such documents or information in working with legal counsel, auditors, taxing authorities or other governmental agencies, (iv) if such documents or information was already known to the asset representations reviewer and not otherwise subject to a confidentiality obligation and/or (v) if the asset representations reviewer is required by law, rule, regulation, order, judgment or decree to disclose such document or information.

Neither the asset representations reviewer nor any of its affiliates may make any investment in any class of certificates; provided, however, that such prohibition will not apply to (i) riskless principal transactions effected by a broker-dealer affiliate of the asset representations reviewer or (ii) investments by an affiliate of the asset representations reviewer if the asset representations reviewer and such affiliate

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maintain policies and procedures that (A) segregate personnel involved in the activities of the asset representations reviewer under the PSA from personnel involved in such affiliate’s investment activities and (B) prevent such affiliate and its personnel from gaining access to information regarding the issuing entity and the asset representations reviewer and its personnel from gaining access to such affiliate’s information regarding its investment activities.

Delegation of Asset Representations Reviewer’s Duties

The asset representations reviewer may delegate its duties to agents or subcontractors in accordance with the PSA, however, the asset representations reviewer will remain obligated and primarily liable for any Asset Review required in accordance with the provisions of the PSA without diminution of such obligation or liability by virtue of such delegation or arrangements or by virtue of indemnification from any person acting as its agents or subcontractor to the same extent and under the same terms and conditions as if the asset representations reviewer alone were performing its obligations under the PSA.

Assignment of Asset Representations Reviewer’s Rights and Obligations

The asset representations reviewer may assign its rights and obligations under the PSA in connection with the sale or transfer of all or substantially all of its asset representations reviewer portfolio, provided that: (i) the purchaser or transferee accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing business under the laws of the United States of America, any state of the United States of America or the District of Columbia, authorized under such laws to perform the duties of the asset representations reviewer resulting from a merger, consolidation or succession that is permitted under the PSA, (B) executes and delivers to the trustee and the certificate administrator an agreement that contains an assumption by such person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the asset representations reviewer under the PSA from and after the date of such agreement and (C) is not be a prohibited party under the PSA; (ii) the asset representations reviewer will not be released from its obligations under the PSA that arose prior to the effective date of such assignment and delegation; (iii) the rate at which the Asset Representations Reviewer Asset Review Fee (or any component thereof) is calculated may not exceed the rate then in effect and (iv) the resigning asset representations reviewer will be required to be responsible for the reasonable costs and expenses of each other party hereto and the Rating Agencies in connection with such transfer. Upon acceptance of such assignment and delegation, the purchaser or transferee will be required to provide notice to each party to the PSA and then will be the successor asset representations reviewer hereunder.

Asset Reviewer Termination Events

The following constitute asset representations reviewer termination events under the PSA (each, an “Asset Reviewer 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:

(i) any failure by the asset representations reviewer to observe or perform in any material respect any of its covenants or agreements or the material breach of any of its representations or warranties under the PSA, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure is given to the asset representations reviewer by the trustee or to the asset representations reviewer and the trustee by the holders of certificates evidencing at least 25% of the Voting Rights; provided that if such failure is capable of being cured and the asset representations reviewer is diligently pursuing such cure, such 30 day period will be extended by an additional 30 days;

(ii) any failure by the asset representations reviewer to perform its obligations set forth in the PSA in accordance with the Asset Review Standard in any material respect, which failure continues unremedied for a period of 30 days;

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(iii) any failure by the asset representations reviewer to be an Eligible Asset Representations Reviewer, which failure continues unremedied for a period of 30 days;

(iv) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been entered against the asset representations reviewer, and such decree or order has remained in force undischarged or unstayed for a period of 60 days;

(v) the asset representations reviewer 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 asset representations reviewer or of or relating to all or substantially all of its property; or

(vi) the asset representations reviewer 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 written notice (which will be simultaneously delivered to the asset representations reviewer) of the occurrence of any Asset Reviewer Termination Event, the certificate administrator will be required to promptly provide written notice to all Certificateholders electronically by posting such notice on its internet website and by mail, unless the certificate administrator has received notice that such Asset Reviewer Termination Event has been remedied.

Rights Upon Asset Reviewer Termination Event

If an Asset Reviewer Termination Event occurs, and in each and every such case, so long as such Asset Reviewer Termination Event has not been remedied, then either the trustee (i) may or (ii) upon the written direction of Certificateholders evidencing at least 25% of the Voting Rights will be required to, terminate all of the rights and obligations of the asset representations reviewer under the PSA, other than rights and obligations accrued prior to such termination and other than indemnification rights (arising out of events occurring prior to such termination), by written notice to the asset representations reviewer. The asset representations reviewer is required to bear all reasonable costs and expenses of each other party to the PSA in connection with its termination for cause.

Termination of the Asset Representations Reviewer Without Cause

Upon (i) the written direction of Certificateholders evidencing not less than 25% of the Voting Rights requesting a vote to terminate and replace the asset representations reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer, and (ii) payment by such holders to the certificate administrator of the reasonable fees and expenses to be incurred by the certificate administrator in connection with administering such vote, the certificate administrator will promptly provide notice to all Certificateholders and the asset representations reviewer of such request by posting such notice on its internet website, and by mailing to all Certificateholders and the asset representations reviewer. Upon the written direction of Certificateholders evidencing at least 75% of a Certificateholder Quorum, the trustee will terminate all of the rights and obligations of the asset representations reviewer under the PSA (other than any rights or obligations that accrued prior to the date of such termination and other than indemnification rights (arising out of events occurring prior to such termination)) by written notice to the asset representations reviewer, and the proposed successor asset representations reviewer will be appointed.

In the event that holders of the certificates evidencing at least 75% of a Certificateholder Quorum elect to remove the asset representations reviewer without cause and appoint a successor, the successor

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asset representations reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.

Resignation of Asset Representations Reviewer

The asset representations reviewer may at any time resign by giving written notice to the other parties to the PSA. In addition, the asset representations reviewer will at all times be, and will be required to resign if it fails to be, an Eligible Asset Representations Reviewer by giving written notice to the other parties. Upon such notice of resignation, the depositor is required to promptly appoint a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. No resignation of the asset representations reviewer will be effective until a successor asset representations reviewer that is an Eligible Asset Representations Reviewer has been appointed and accepted the appointment. If no successor asset representations reviewer has been so appointed and accepted the appointment within 30 days after the notice of resignation, the resigning asset representations reviewer may petition any court of competent jurisdiction for the appointment of a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. The resigning asset representations reviewer must pay all costs and expenses associated with the transfer of its duties.

Asset Representations Reviewer Compensation

Certain fees will be payable to the asset representations reviewer, and the asset representations reviewer will be entitled to be reimbursed for certain expenses, as described in “—Servicing and Other Compensation and Payment of Expenses”.

Replacement of Special Servicer Without Cause

Except as limited by certain conditions described below and subject to the rights of the holder of the related Companion Loan under the related Intercreditor Agreement, the special servicer may generally be replaced, prior to the occurrence and continuance of a Control Termination Event, at any time and without cause, by the Directing Certificateholder so long as, among other things, the Directing Certificateholder appoints a replacement special servicer that meets the requirements of the PSA, including that the trustee and the certificate administrator receive a Rating Agency Confirmation from each Rating Agency and that such replacement special servicer may not be the asset representations reviewer or any of its affiliates. The reasonable fees of any such termination incurred by the Directing Certificateholder will be paid by the holders of the Controlling Class.

After the occurrence and during the continuance of a Control Termination Event, upon (i) the written direction of holders of Sequential Pay Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances) of the Sequential Pay Certificates requesting a vote to replace the special servicer with a new special servicer, (ii) payment by such holders to the certificate administrator of the reasonable fees and expenses (including any legal fees and expenses and any Rating Agency fees and expenses) to be incurred by the certificate administrator in connection with administering such vote (which fees and expenses will not be additional trust fund expenses), and (iii) delivery by such holders to the certificate administrator and the trustee of Rating Agency Confirmation from each Rating Agency (such Rating Agency Confirmation will be obtained at the expense of those holders of certificates requesting such vote), the certificate administrator will be required to promptly post notice of such request on the certificate administrator’s website and concurrently provide written notice of such request by mail and conduct the solicitation of votes of all certificates in such regard, which such vote must occur within 180 days of the posting of such notice. Upon the written direction of (i) holders of Sequential Pay Certificates evidencing at least 75% of a Certificateholder Quorum or (ii) holders of Sequential Pay Certificates evidencing more than 50% of the aggregate Voting Rights of each Class of Non-Reduced Certificates on an aggregate basis, the trustee will be required to terminate all of the rights and obligations of the special servicer under the PSA and appoint the successor special servicer (which must be a Qualified Replacement Special Servicer) designated by such Certificateholders; provided such successor special servicer is a Qualified Replacement Special Servicer, subject to indemnification, right to outstanding fees, reimbursement of Advances and other rights set forth in the PSA, which survive such termination.

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A “Certificateholder Quorum” means, in connection with any solicitation of votes in connection with the replacement of the special servicer or the asset representations reviewer described above, the holders of certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the certificates) of all Sequential Pay Certificates on an aggregate basis.

“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.

A “Qualified Replacement Special Servicer” is a replacement special servicer that (i) satisfies all of the eligibility requirements applicable to special servicers in the PSA, (ii) is not the operating advisor, the asset representations reviewer or an affiliate of the operating advisor or the asset representations reviewer, (iii) is not obligated to pay the operating advisor (x) any fees or otherwise compensate the operating advisor in respect of its obligations under the PSA, or (y) for the appointment of the successor special servicer or the recommendation by the operating advisor for the replacement special servicer to become the special servicer, (iv) is not entitled to receive any compensation from the operating advisor other than compensation that is not material and is unrelated to the operating advisor’s recommendation that such party be appointed as the replacement special servicer, (v) is not entitled to receive any fee from the operating advisor for its appointment as successor special servicer, in each case, unless expressly approved by 100% of the Certificateholders, (vi) is not a special servicer that has been cited by Moody’s as having servicing concerns 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, (vii) currently has a special servicer rating of at least “CSS3” from Fitch and (viii) is not a special servicer that has been cited by KBRA as having servicing concerns as the sole or a 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.

In addition, after the occurrence of a Consultation Termination Event, if the operating advisor determines that the special servicer is not performing its duties as required under the PSA or is otherwise not acting in accordance with the Servicing Standard, the operating advisor will have the right to recommend the replacement of the special servicer. 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 report detailing the reasons supporting its recommendation (along with relevant information justifying its recommendation) and recommending a suggested replacement special servicer (which must be a Qualified Replacement Special Servicer). The certificate administrator will be required to notify each Certificateholder of the recommendation and post the related report on the certificate administrator’s internet website, and to conduct the solicitation of votes with respect to such recommendation.

The operating advisor’s recommendation to replace the special servicer must be confirmed by an affirmative vote of holders of Sequential Pay Certificates evidencing at least a majority of the aggregate Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all Sequential Pay Certificates on an aggregate basis. In the event the holders of such Sequential Pay Certificates elect to remove and replace the special servicer, the certificate administrator will be required to obtain a Rating Agency Confirmation from each of the Rating Agencies at that time. In the event the certificate administrator obtains a Rating Agency Confirmation from each of the Rating Agencies (and the successor special servicer agrees to be bound by the terms of the PSA) and the certificate administrator receives the requisite amount of affirmative votes within 180 days of the posting of notice of such vote to the certificate administrator’s website, the

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trustee will then be required to terminate all of the rights and obligations of the special servicer under the PSA and to appoint the successor special servicer approved by the Certificateholders, provided such successor special servicer is a Qualified Replacement Special Servicer, subject to the terminated special servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances and other rights set forth in the PSA that survive termination. The reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with obtaining such Rating Agency Confirmations and administering the vote of the applicable holders of the Sequential Pay Certificates and the operating advisor’s identification of a Qualified Replacement Special Servicer will be an additional trust fund expense.

In any case, the trustee will notify the outgoing special servicer promptly of the effective date of its termination. Any replacement special servicer recommended by the operating advisor must be a Qualified Replacement Special Servicer.

Notwithstanding the foregoing, if the special servicer obtains knowledge that it is a Borrower Party with respect to any Mortgage Loan or Whole Loan (any such Mortgage Loan or Whole Loan, an “Excluded Special Servicer Mortgage Loan”), the special servicer will be required to resign as special servicer of that Excluded Special Servicer Mortgage Loan. Prior to the occurrence and continuance of a Control Termination Event, if the Excluded Special Servicer Mortgage Loan is not also an Excluded Loan, the Directing Certificateholder will be entitled to appoint (and replace with or without cause) a successor special servicer that is not a Borrower Party in accordance with the terms of the PSA (the “Excluded Special Servicer”) for the related Excluded Special Servicer Mortgage Loan. If an Excluded Special Servicer Mortgage Loan is also an Excluded Loan, the largest Controlling Class Certificateholder (by Certificate Balance) that is not an Excluded Controlling Class Holder will be entitled to appoint (and replace with or without cause) the Excluded Special Servicer for the related Excluded Special Servicer Mortgage Loan in accordance with the terms of the PSA. If a Control Termination Event has occurred and is continuing, neither the Directing Certificateholder nor any other Controlling Class Certificateholder will be entitled to remove or replace the Excluded Special Servicer with respect to any Excluded Special Servicer Mortgage Loan. If a Control Termination Event has occurred and is continuing and prior to a Consultation Termination Event, the largest Controlling Class Certificateholder that is not an Excluded Controlling Class Certificateholder will have the right to appoint the Excluded Special Servicer.

If a Consultation Termination Event has occurred and is continuing, upon resignation of the special servicer with respect to an Excluded Special Servicer Mortgage Loan, at the expense of the issuing entity, the certificate administrator will be required to promptly provide written notice of such resignation to all Certificateholders by posting such notice on its internet website and the Excluded Special Servicer will be appointed upon the written direction of more than 50% of the Voting Rights of the certificates that exercise their right to vote (provided that holders of at least 20% of the Voting Rights of the certificates exercise their right to vote). If such Excluded Special Servicer has not been appointed pursuant to the preceding sentence within 30 days after the special servicer has provided its written notice of resignation, the certificate administrator will provide written notice to the resigning special servicer that such Excluded Special Servicer has not been appointed and such resigning special servicer will use reasonable efforts to appoint such Excluded Special Servicer. The special servicer will not have any liability with respect to the actions or inactions of the applicable Excluded Special Servicer or with respect to the identity of the applicable Excluded Special Servicer. 

If at any time a special servicer is no longer a Borrower Party with respect to an Excluded Special Servicer Mortgage Loan, (1) the related Excluded Special Servicer will be required to resign, (2) the related Mortgage Loan will no longer be an Excluded Special Servicer Mortgage Loan, (3) such special servicer will become the special servicer again for the such related Mortgage Loan and (4) such special servicer will be entitled all special servicing compensation with respect to such Mortgage Loan earned during such time on and after such Mortgage Loan is no longer an Excluded Special Servicer Mortgage Loan.

The Excluded Special Servicer will be required to perform all of the obligations of the special servicer for the related Excluded Special Servicer Mortgage Loan and will be entitled to all special servicing compensation with respect to such Excluded Special Servicer Mortgage Loan earned during such time as

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the related Mortgage Loan is an Excluded Special Servicer Mortgage Loan (provided that that special servicer will remain entitled to all other special servicing compensation with respect all Mortgage Loans and Serviced Whole Loan which are not Excluded Special Servicer Loans).

No appointment of a special servicer will be effective until the depositor has filed any required Exchange Act filings related to the removal and replacement of the special servicer.

With respect to each Non-Serviced Whole Loan, the related Non-Serviced Special Servicer may be removed, and a successor special servicer appointed at any time by the directing certificateholder appointed under the related Non-Serviced PSA (and not by the Directing Certificateholder for this transaction) to the extent set forth in the related Non-Serviced PSA and the related Intercreditor Agreement for such Non-Serviced Whole Loan. See “Description of the Mortgage Pool—The Whole Loans—Williamsburg Premium Outlets Whole Loan”, “—Promenade Gateway Whole Loan”, “—Birch Run Premium Outlets Whole Loan” and “—Santa Monica Multifamily Portfolio Whole Loan” and “—Servicing of the Non-Serviced Mortgage Loans” below.

Termination of Servicer and Special Servicer for Cause

Servicer Termination Events

A “Servicer Termination Event” under the PSA 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 related Serviced Whole Loan Custodial Account on the day such deposit was first required to be made, which failure is not remedied within 2 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 Reimbursement 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 PSA or the related intercreditor agreement, any amount required to be so remitted which failure continues for 2 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 2 business days, or to remit to the master servicer for deposit in the Collection Account (or, in the case of a Serviced Whole Loan, the related custodial account) any such remittance required to be made, under the PSA; 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 2 business days and if the special servicer has compensated the master servicer for any loss of income (at the Reimbursement Rate) on such 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 PSA, which failure continues unremedied for 30 days (15 days in the case of the master servicer’s failure to make a Servicing 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 PSA 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

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servicer or the special servicer, as the case may be, by any other party to the PSA, by the Certificateholders of any class in the Issuing Entity, evidencing percentage interest aggregating not less than 25% of such class or by such 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 PSA 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 PSA, or to the master servicer, the special servicer, the depositor and the trustee by the holders of certificates of any class in the Issuing Entity, evidencing percentage interests aggregating not less than 25% of such class or by such 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) any of Moody’s or KBRA (i) has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates in the Issuing Entity, or (ii) has placed one or more classes of certificates in the Issuing Entity on “watch status” in contemplation of a ratings downgrade or withdrawal (and in the case of clause (i) or (ii), such action has not been withdrawn by Moody’s or KBRA, as applicable, within 60 days of such event) and, in the case of either of clauses (i) or (ii), publicly cited servicing concerns with the master servicer or the special servicer, as the case may be, as the sole or a material factor in such action;

(g) the master servicer or the special servicer is no longer rated at least “CMS3” or “CSS3”, respectively, by Fitch and such master servicer or special servicer is not reinstated to at least that rating within 60 days of the delisting; or

(h) 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 PSA, 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 PSA 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 (h)).

Rights Upon 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) the holders of certificates evidencing at least 25% of the aggregate Voting Rights, (2) in the case of the special servicer, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder, or (3) 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 PSA) and obligations of the master servicer as master servicer or the special servicer as

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special servicer, as the case may be, under the PSA. 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 PSA, 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 PSA.

Notwithstanding the foregoing, (a) if a Servicer Termination Event with respect to the master servicer affects a Serviced Companion Loan or the holder thereof 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 any class of certificates backed, wholly or partially, by any Serviced Companion Loan qualifies, downgrades or withdraws its rating of such class of certificates, publicly 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 will be entitled to request that the trustee direct the master servicer to appoint a sub-servicer (or if the related Serviced Whole Loan 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) that will be responsible for servicing the related Serviced Whole Loan; provided that the trustee will be required to direct the master servicer to obtain a Rating Agency Confirmation (including a Rating Agency 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 any class of certificates backed, wholly or partially, by any Serviced Companion Loan qualifies, downgrades or withdraws its rating of such class of certificates, 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 Whole Loan 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 PSA (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 Voting Rights, or (ii) in the case of the special servicer, at least 25% of the aggregate Voting Rights (or, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder (so request, or, with respect to a Serviced Whole Loan, 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 Certificateholder, which approval may 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 PSA; provided that the trustee must obtain a Rating Agency Confirmation (including a Rating Agency Confirmation with respect to any companion loan securities). Pending such appointment, the trustee is 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 will be treated as Realized Losses. All reasonable costs and expenses of the trustee (including the cost of obtaining a Rating Agency

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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 PSA 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 will not thereby be relieved of its liability for such expenses.

No Certificateholder will have any right under the PSA to institute any proceeding with respect to the PSA, the certificates or the Mortgage Loans, unless, with respect to the PSA, such holder previously has given to the trustee a written notice of a default under the PSA, and of the continuance thereof, and unless 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 PSA 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 PSA or to institute, conduct or defend any litigation under the PSA or in relation to it at the request, order or direction of any of the holders of certificates, unless holders of certificates entitled to greater than 25% of the percentage interest of each affected class direct the trustee to do so and such holders of certificates 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) in “—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 Rating Agency Confirmation (including a Rating Agency Confirmation with respect to any companion loan securities) has been provided, in accordance with the terms set forth in the PSA, including that any successor master servicer fulfill the ratings requirements for successor master servicer set forth in the PSA.

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 PSA (subject to any applicable grace period).

Waiver of Servicer Termination Event

A Servicer Termination Event may be waived by the Certificateholders evidencing not less than 66-2/3% of the aggregate Voting Rights of the certificates and 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 Whole Loan Custodial Account or the Lower-Tier REMIC Distribution Account or in remitting payments as received, in each case in accordance with the PSA.

Resignation of the Master Servicer and Special Servicer

The PSA permits the master servicer and the special servicer to resign from their respective obligations only upon (a) the appointment of, and the acceptance of the appointment by, a successor and receipt by the certificate administrator and the trustee of a Rating Agency Confirmation from each of the

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Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Serviced Companion Loan (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation required under the PSA may be considered satisfied with respect to the certificates as described in this prospectus); and, as to the special servicer only, for so long as a Control Termination Event has not occurred and is not continuing, the approval of such successor by the Directing Certificateholder, which approval in each case will not be unreasonably withheld or (b) a determination that their respective obligations are no longer permissible with respect to the master servicer or the special servicer, as the case may be, under applicable law. In the event that the master servicer or special servicer resigns as a result of the determination that their respective obligations are no longer permissible under applicable law, the trustee will then succeed to all of the responsibilities, duties and liabilities of the resigning party as master servicer or special servicer, as the case may be, under the PSA and will be entitled to similar compensation arrangements. If the trustee is unwilling or unable to so act, it may appoint, or petition a court of competent jurisdiction to appoint, a loan servicing institution or other entity, subject to the trustee’s receipt of a Rating Agency Confirmation from each of the Rating Agencies.

No resignation will become effective until the trustee or other successor has assumed the obligations and duties of the resigning master servicer or special servicer, as the case may be, under the PSA. Further, the resigning master servicer or special servicer, as the case may be, must pay all costs and expenses associated with the transfer of its duties. Other than as described in “—Termination of Servicer and Special Servicer for Cause—Servicer Termination Events” above, in no event will the master servicer or the special servicer have the right to appoint any successor master servicer or special servicer if such master servicer or special servicer, as applicable, is terminated or removed pursuant to the PSA. In addition, the PSA will prohibit the appointment of the asset representations reviewer, the operating advisor or one of their respective affiliates as successor to the master servicer or the special servicer.

Limitation on Liability; Indemnification

The PSA will provide that none of the master servicer (including in its capacity as the paying agent for any Companion Loan), the special servicer, the depositor, the operating advisor, the asset representations reviewer or any partner, shareholder, member, manager, director, officer, employee or agent of any of them will be under any liability to the issuing entity, Certificateholders or holders of the related Companion Loan, as applicable, for any action taken, or not taken, in good faith pursuant to the PSA or for errors in judgment; provided, however, that none of the master servicer (including in its capacity as the paying agent for any Companion Loan), the special servicer, the depositor, the operating advisor, the asset representations reviewer or similar person will be protected against any breach of a representation or warranty made by such party, as applicable, in the PSA or any liability that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of obligations or duties under the PSA or by reason of negligent disregard of such obligations and duties. The PSA will also provide that the master servicer (including in its capacity as the paying agent for any Companion Loan), the special servicer, the depositor, the operating advisor, the asset representations reviewer and their respective affiliates and any partner, shareholder, member, manager, director, officer, employee or agent of any of them will be entitled to indemnification by the issuing entity against any claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and other costs, liabilities, fees and expenses incurred in connection with any legal action or claim that relates to the PSA, the Mortgage Loans, any related Companion Loan or the certificates; provided, however, that the indemnification will not extend to any loss, liability or expense incurred in connection with any breach of a representation or warranty made by such party, as applicable, in the PSA or incurred by reason of willful misconduct, bad faith or negligence in the performance of obligations or duties under the PSA, by reason of negligent disregard of such party’s obligations or duties, or in the case of the depositor and any of its partners, shareholders, directors, officers, members, managers, employees and agents, any violation by any of them of any state or federal securities law. In addition, absent actual fraud (as determined by a final non-appealable court order), neither the trustee nor the certificate administrator (including in its capacity as custodian) will be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the trustee or the certificate administrator

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has been advised of the likelihood of such loss or damage and regardless of the form of action. The PSA will also provide that any related master servicer, depositor, special servicer, operating advisor (or the equivalent), asset representations reviewer, certificate administrator or trustee under the related Non-Serviced PSA with respect to a Non-Serviced Companion Loan and any partner, director, officer, shareholder, member, manager, 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 and all 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 such Non-Serviced Mortgage Loan and the related non-serviced Mortgaged Property under the related Non-Serviced PSA or the PSA (as and to the same extent the securitization trust formed under the related Non-Serviced PSA is required to indemnify such parties in respect of other Mortgage Loans in the securitization trust formed under the related Non-Serviced PSA pursuant to the terms of the Non-Serviced PSA).

In addition, the PSA will provide that none of the master servicer (including in its capacity as the paying agent for any Companion Loans), the special servicer, the depositor or operating advisor will be under any obligation to appear in, prosecute or defend any legal action that (i) is not incidental to its respective responsibilities under the PSA or (ii) in its opinion, may expose it to any expense or liability not reimbursed by the issuing entity. However, each of the master servicer, the special servicer, the depositor and the operating advisor will be permitted, in the exercise of its discretion, to undertake any 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 PSA and the interests of the Certificateholders (and, in the case of a Serviced Whole Loan, the rights of the Certificateholders and the holders of the related Serviced Companion Loan (as a collective whole), taking into account the subordinate or pari passu nature of such Serviced Companion Loan) under the PSA; provided, however, that if a Serviced Whole Loan and/or the holder of the related Companion Loan are involved, such expenses, costs and liabilities will be payable out of funds related to such Serviced Whole Loan in accordance with the related Intercreditor Agreement and will also be payable out of the other funds in the Collection Account if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan, Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse the issuing entity for any amounts advanced for the payment of such expenses, costs or liabilities. In that event, the legal expenses and costs of the action, and any liability resulting from the action, will be expenses, costs and liabilities of the issuing entity, and the master servicer (including in its capacity as the paying agent for any Companion Loans), the special servicer, the depositor, the asset representations reviewer or the operating advisor, as the case may be, will be entitled to be reimbursed out of the Collection Account for the expenses.

Pursuant to the PSA, the master servicer and the special servicer will each 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 PSA. Notwithstanding the foregoing, the master servicer and the special servicer will be allowed to self-insure with respect to an errors and omission policy and a fidelity bond so long as certain conditions set forth in the PSA are met.

Any person into which the master servicer, the special servicer, the depositor, operating advisor, asset representations reviewer may be merged or consolidated, or any person resulting from any merger or consolidation to which the master servicer, the special servicer, the depositor, operating advisor or asset representations reviewer is a party, or any person succeeding to the business of the master servicer, the special servicer, the depositor, operating advisor or asset representations reviewer, will be the successor of the master servicer, the special servicer, the depositor, operating advisor or asset representations reviewer, as the case may be, under the PSA. The master servicer, the special servicer, the operating advisor and the asset representations reviewer may have other normal business relationships with the depositor or the depositor’s affiliates.

The trustee and the certificate administrator make no representations as to the validity or sufficiency of the PSA (other than as to it being a valid obligation of the trustee and the certificate administrator), the

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certificates, the Mortgage Loans, this prospectus (other than as to the accuracy of the information provided by the trustee and 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 Collection Account or any other account by or on behalf of the master servicer or any special servicer. The PSA provides that no provision of such agreement will be construed to relieve the trustee and the certificate administrator from liability for their own negligent action, their own negligent failure to act or their own willful misconduct or bad faith.

The PSA provides that neither the trustee nor the certificate administrator, as applicable, will be liable for an error of judgment made in good faith by a responsible officer of the trustee or the certificate administrator, unless it is proven that the trustee or the certificate administrator, as applicable, was negligent in ascertaining the pertinent facts. In addition, neither the trustee nor the certificate administrator, as applicable, will 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 25% 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 trustee and the certificate administrator, or exercising any trust or power conferred upon the trustee and the certificate administrator, under the PSA (unless a higher percentage of Voting Rights is required for such action).

The trustee and the certificate administrator and any director, officer, employee, representative or agent of the trustee and the certificate administrator, will be entitled to indemnification by the issuing entity, to the extent of amounts held in the Collection Account or the Lower-Tier REMIC Distribution Account from time to time, for any loss, liability, damages, claims or unanticipated expenses (including reasonable attorneys’ fees and expenses) arising out of or incurred by the trustee or the certificate administrator in connection with their participation in the transaction and any act or omission of the trustee or the certificate administrator relating to the exercise and performance of any of the powers and duties of the trustee and the certificate administrator (including in any capacities in which they serve, e.g., paying agent, REMIC administrator, authenticating agent, custodian, certificate registrar and 17g-5 Information Provider) under the PSA. However, the indemnification will not extend to any loss, liability or expense that constitutes a specific liability imposed on the trustee or the certificate administrator pursuant to the PSA, or to any loss, liability or expense incurred by reason of willful misconduct, bad faith or negligence on the part of the trustee or the certificate administrator in the performance of their obligations and duties under the PSA, or by reason of their negligent disregard of those obligations or duties, or as may arise from a breach of any representation or warranty of the trustee or the certificate administrator made in the PSA.

Enforcement of Mortgage Loan Seller’s Obligations Under the MLPA

In the event any party to the PSA receives a request or demand from a Requesting Investor to the effect that a Mortgage Loan should be repurchased or replaced due to a Material Defect, or if such party to the PSA determines that a Mortgage Loan should be repurchased or replaced due to a Material Defect, that party to the PSA will be required to promptly forward such request or demand to the master servicer and the special servicer, and the master servicer or the special servicer, as applicable, will be required to promptly forward it to the applicable mortgage loan seller and the depositor. The master servicer (in the case of Mortgage Loans that are non-Specially Serviced Loans) or the special servicer (in the case of Specially Serviced Loans) will be required to enforce the obligations of the mortgage loan sellers under the MLPAs pursuant to the terms of the PSA and the MLPAs. These obligations include obligations resulting from a Material Defect. Subject to the provisions of the applicable MLPA relating to the dispute resolutions as described in “Description of the Mortgage Loan Purchase Agreements—Dispute Resolution Provisions”, such enforcement, including, without limitation, the legal prosecution of claims, if any, will be required to be carried out in such form, to such extent and at such time as the master servicer or the special servicer, as applicable, would require were it, in its individual capacity, the owner of the affected Mortgage Loan.

Within 45 days after receipt of an Asset Review Report with respect to any Mortgage Loan, the master servicer (with respect to any non-Specially Serviced Loans) or the special servicer (with respect to

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Specially Serviced Loans) will be required to determine whether at that time, based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If the master servicer (with respect to non-Specially Serviced Loans) or the special servicer (with respect to Specially Serviced Loans) determines that a Material Defect exists, the master servicer or the special servicer, as applicable, will be required to enforce the obligations of the applicable mortgage loan seller under the MLPA with respect to such Material Defect as discussed in the preceding paragraph. See “—The Asset Representations Reviewer—Asset Review” above.

Any costs incurred by the master servicer or the special servicer with respect to the enforcement of the obligations of a mortgage loan seller under the applicable MLPA will be deemed to be Servicing Advances, to the extent not recovered from the mortgage loan seller or the Requesting Investor or, to the extent nonrecoverable, trust fund expenses. See “Description of the Mortgage Loan Purchase Agreements—Dispute Resolution Provisions”.

Dispute Resolution Provisions

Certificateholder’s Rights When a Repurchase Request is Initially Delivered By a Certificateholder

In the event an Initial Requesting Certificateholder delivers a written request to a party to the PSA that a Mortgage Loan be repurchased by the applicable mortgage loan seller alleging the existence of a Material Defect with respect to such Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), the receiving party will be required to promptly forward that Certificateholder Repurchase Request to the master servicer and the special servicer, and the master servicer or the special servicer, as applicable, will be required to promptly forward that Repurchase Request to the related mortgage loan seller and each other party to the PSA. An “Initial Requesting Certificateholder” is the first Certificateholder or Certificate Owner to deliver a Certificateholder Repurchase Request as described above with respect to a Mortgage Loan, and there may not be more than one Initial Requesting Certificateholder with respect to any Mortgage Loan. Subject to the provisions described below under this heading “—Dispute Resolution Provisions”, the master servicer (with respect to non-specially serviced loans) and the special servicer (with respect to specially serviced loans)(the “Enforcing Servicer”) will be the Enforcing Party with respect to the Repurchase Request.

An “Enforcing Party” is the person obligated to or that elects pursuant to the terms of the PSA to enforce the rights of the issuing entity against the related mortgage loan seller with respect to the Repurchase Request.

Repurchase Request Delivered by a Party to the PSA

In the event that the depositor, the master servicer, the special servicer, the trustee, the certificate administrator, the operating advisor (solely in its capacity as operating advisor) or the directing certificateholder has knowledge of a Material Defect with respect to a Mortgage Loan, that party will be required to deliver prompt written notice of such Material Defect to the master servicer and the special servicer, and the master servicer or special servicer, as applicable, will be required to promptly forward to each other party to the PSA, identifying the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request” and, each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, a “Repurchase Request”), and the Enforcing Servicer will be required to promptly send the PSA Party Repurchase Request to the related mortgage loan seller and the depositor. The Enforcing Servicer will be required to act as the Enforcing Party and enforce the rights of the issuing entity against the related mortgage loan seller with respect to the PSA Party Repurchase Request. However, if a Resolution Failure occurs with respect to the PSA Party Repurchase Request, the provisions described in “—Resolution of a Repurchase Request” below will apply.

Resolution of a Repurchase Request

In the event the Repurchase Request is not Resolved within 180 days after the mortgage loan seller receives the Repurchase Request as described in “—Certificateholder’s Rights When a Repurchase

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Request is Initially Delivered By a Certificateholder” or “—Repurchase Request Delivered by a Party to the PSA” above, a “Resolution Failure” will be deemed to have occurred. Receipt of the Repurchase Request will be deemed to occur 2 business days after the Repurchase Request is sent to the related mortgage loan seller. “Resolved” means, with respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related Mortgage Loan has been repurchased in accordance with the related MLPA, (iii) a mortgage loan has been substituted for the related Mortgage Loan in accordance with the related MLPA, (iv) the applicable mortgage loan seller made the Loss of Value Payment, (v) a contractually binding agreement is entered into between the Enforcing Servicer, on behalf of the issuing entity, and the related mortgage loan seller that settles the related mortgage loan seller’s obligations under the related MLPA, or (vi) the related Mortgage Loan is no longer property of the issuing entity as a result of a sale or other disposition in accordance with the PSA.

After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request was initiated by an Initial Requesting Certificateholder or by a party to the PSA), the Enforcing Servicer will be required to send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any, to the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the certificate administrator, who will make such notice available to all other Certificateholders and Certificate Owners (by posting such notice on the certificate administrator’s website) indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (the “Proposed Course of Action”). If the master servicer is the Enforcing Servicer, the master servicer may (but will not be obligated to) consult with the special servicer and (for so long as no Consultation Termination Event has occurred) the Directing Certificateholder regarding any Proposed Course of Action. Such notice will be required to include (a) a request to Certificateholders to indicate their agreement with or dissent from such Proposed Course of Action within 30 days of the date of such notice and a disclaimer that responses received after such 30-day period will not be taken into consideration, (b) a statement that in the event any Certificateholder disagrees with the Proposed Course of Action, the Enforcing Servicer will be compelled to follow the course of action agreed to and/or proposed by the majority of the responding Certificateholders, (c) a statement that responding Certificateholders will be required to certify their holdings in connection with such response, (d) a statement that only responses clearly indicating agreement or dissent with such Proposed Course of Action will be taken into consideration and (e) instructions for responding Certificateholders to send their responses to the applicable Enforcing Servicer and the Certificate Administrator. The Certificate Administrator will within fifteen (15) business days after the expiration of the 30-day response period, tabulate the responses received from the Certificateholders and report the results to the Enforcing Servicer. The Certificate Administrator will only count responses timely received and clearly indicating agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language will not be taken into consideration for purposes of determining whether the related Certificateholder agrees or disagrees with the Proposed Course of Action. The Certificate Administrator will be under no obligation to answer questions from Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s obligations in connection with this heading “—Resolution of a Repurchase Request” will be limited solely to tabulating Certificateholder responses, and such obligation will not be construed to impose any enforcement obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely (without investigation) on the Certificate Administrator’s tabulation of the majority of the responding Certificateholders. If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the applicable mortgage loan seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, as discussed below under “—Mediation and Arbitration Provisions”, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the applicable mortgage loan seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days from the date the Proposed Course of Action Notice is posted on the certificate administrator’s website (the “Dispute

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Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation or arbitration. In the event any Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice, and the Enforcing Servicer has also received responses from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course of Action, such responses will be considered Preliminary Dispute Resolution Election Notices supporting the Proposed Course of Action for purposes of determining the course of action proposed by a majority of Certificateholders.

If neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner will have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer, as the Enforcing Party, will be the sole party entitled to determine a course of action, including but not limited to, enforcing the issuing entity’s rights against the related mortgage loan seller, subject to any consent or consultation rights of the Directing Certificateholder.

Promptly and in any event within 10 business days following receipt of a Preliminary Dispute Resolution Election Notice from (i) the Initial Requesting Certificateholder, if any, or (ii) any other Certificateholder or Certificate Owner (each of clauses (i) and (ii), a “Requesting Certificateholder”), the Enforcing Servicer will be required to consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed no later than 10 business days following the Dispute Resolution Cut-off Date. The Enforcing Servicer will be entitled to establish procedures the Enforcing Servicer deems to be in accordance with the Servicing Standard relating to the timing and extent of such consultations. No later than 5 business days after completion of the Dispute Resolution Consultation, a Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).

If, following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and remain obligated under the PSA to determine a course of action, including but not limited to, enforcing the rights of the issuing entity with respect to the Repurchase Request and no Certificateholder or Certificate Owner will have any further right to elect to refer the matter to mediation or arbitration.

If a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such Requesting Certificateholder will become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding arbitration) or arbitration. If there is more than one Requesting Certificateholder that timely delivers a Final Dispute Resolution Election Notice, then such Requesting Certificateholders will collectively become the Enforcing Party, and the holder or holders of a majority of the Voting Rights among such Requesting Certificateholders will be entitled to make all decisions relating to such mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of the PSA within 30 days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party will terminate and no Certificateholder or Certificate Owner will have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice indicated that the Enforcing Servicer will take no further action with respect to the Repurchase Request, then the related Material Defect will be deemed waived for all purposes under the PSA and related MLPA; provided, however, that such Material Defect will not be deemed waived with respect to a Requesting Certificateholder, any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts and circumstances known to such party and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the

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course of action under clause (ii), then the Enforcing Servicer will again become the Enforcing Party and, as such, will be the sole party entitled to determine a course of action including, but not limited to, enforcing the issuing entity’s rights against the related mortgage loan seller.

Notwithstanding the foregoing, the dispute resolution provisions described in this heading “—Resolution of a Repurchase Request” will not apply, and the Enforcing Servicer will remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request, or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.

In the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the issuing entity, will remain a party to any proceedings against the related mortgage loan seller as further described below; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding will be determined by such Enforcing Servicer in consultation with the Directing Certificateholder, provided that a Consultation Termination Event has not occurred and is continuing), and in accordance with the Servicing Standard. For the avoidance of doubt, the depositor, the mortgage loan sellers and any of their respective affiliates will not be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder.

The Requesting Certificateholder is entitled to elect either mediation or arbitration in its sole discretion; however, the Requesting Certificateholder may not elect to then utilize the alternative method in the event that the initial method is unsuccessful.

If (i) a Repurchase Request is made with respect to any Mortgage Loan based on any particular alleged Material Defect, (ii) a Resolution Failure is deemed to occur with respect to such Repurchase Request, and (iii) if either (A) a mediation or arbitration is undertaken with respect to such Repurchase Request or (B) the Certificateholders and Certificate Owners cease to have a right to refer such Repurchase Request to mediation or arbitration, in either case in accordance with the foregoing discussion under this heading “—Resolution of a Repurchase Request,” then no Certificateholder or Certificate Owner may make any subsequent Repurchase Request with respect to such Mortgage Loan based on the same alleged Material Defect unless there is a material change in the facts and circumstances known to such party.

Mediation and Arbitration Provisions

If the Enforcing Party elects mediation (including nonbinding arbitration) or arbitration, the mediation or arbitration will be administered by a nationally recognized arbitration or mediation organization selected by the related mortgage loan seller. A single mediator or arbitrator will be selected by the mediation or arbitration organization from a list of neutrals maintained by it according to its mediation or arbitration rules then in effect. The mediator or arbitrator must be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation and commercial real estate finance or CMBS securitization matters or other complex commercial transactions.

The expenses of any mediation will be allocated among the parties to the mediation including, if applicable, between the Enforcing Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.

In any arbitration, the arbitrator will be required to resolve the dispute in accordance with the MLPA and PSA, and may not modify or change those agreements in any way or award remedies not consistent with those agreements. The arbitrator will not have the power to award punitive or consequential damages. In its final determination, the arbitrator will determine and award the costs of the arbitration to the parties to the arbitration in its reasonable discretion. In the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder will be required to pay any expenses allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the mediation proceedings.

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For the avoidance of doubt, any expenses required to be borne by or allocated to the Enforcing Servicer in mediation or arbitration or related responsibilities under the PSA will be reimbursable as trust fund expenses.

The final determination of the arbitrator will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matter. By selecting arbitration, the Enforcing Party would be waiving its right to sue in court, including the right to a trial by jury.

In the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may be, will be required under the PSA to contain an acknowledgment that the issuing entity, or the Enforcing Servicer on its behalf, will be a party to any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding will be determined by such Enforcing Servicer in consultation with the Directing Certificateholder, provided that a Consultation Termination Event has not occurred and is continuing, and in accordance with the Servicing Standard. All amounts recovered by the Enforcing Party will be required to be paid to the issuing entity, or the Enforcing Servicer on its behalf, and deposited in the Collection Account. The agreement with the arbitrator or mediator, as the case may be, will provide that in the event a Requesting Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached in mediation, neither the issuing entity nor the Enforcing Servicer acting on its behalf will be responsible for any such costs and expenses allocated to the Requesting Certificateholder.

The issuing entity (or the trustee or the Enforcing Servicer, acting on its behalf), the depositor or any mortgage loan seller will be permitted to redact any personally identifiable customer information included in any information provided for purposes of any mediation or arbitration. Each party to the proceedings will be required to agree to keep confidential the details related to the Repurchase Request and the dispute resolution identified in connection with such proceedings; provided, however, the Certificateholders will be permitted to communicate prior to the commencement of any such proceedings to the extent described in “Description of the Certificates—Certificateholder Communication”.

For avoidance of doubt, in no event will the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the master servicer or the special servicer to perform its obligations with respect to a Mortgage Loan or the exercise of any rights of a Directing Certificateholder (including without limitation, a liquidation, foreclosure, negotiation of a loan modification or workout, acceptance of a discounted pay off or deed in lieu, or bankruptcy or other litigation).

Servicing of the Non-Serviced Mortgage Loans

Each Non-Serviced Mortgage Loan and any related REO Properties are being serviced and administered under a Non-Serviced PSA. Accordingly, as to each Non-Serviced Mortgage Loan, the related Non-Serviced Master Servicer (or, if it fails to do so, the related Non-Serviced Trustee) will (and, in certain urgent or emergency situations, the related Non-Serviced Special Servicer may) generally make servicing advances, unless it is determined in accordance with the related Non-Serviced PSA that such servicing advance would not be recoverable from related collections. However, no such party will make a P&I advance with respect to a Non-Serviced Mortgage Loan. The related Non-Serviced Master Servicer will generally also remit collections on the related Non-Serviced Mortgage Loan to or on behalf of the issuing entity for this securitization. However, the master servicer for this securitization will generally be obligated to compile reports that include information on a Non-Serviced Mortgage Loan, and, to the extent required by the Servicing Standard, to enforce the rights of the issuing entity as the holder of a Non-Serviced Mortgage Loan under the terms of the related Intercreditor Agreement and make P&I Advances with respect to a Non-Serviced Mortgage Loan, subject to any non-recoverability determination. Each Non-Serviced PSA and the PSA both address similar servicing matters, including, but not limited to: collection of payments; establishment of accounts to hold such payments; investment of funds in those accounts; maintenance of insurance coverage on the Mortgaged Properties; enforcement of due-on-sale

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and due-on-encumbrance provisions; property inspections; collection of operating statements; loan assumptions; realization upon and sale of defaulted Mortgage Loans; acquisition, operation, maintenance and disposition of REO Properties; servicing compensation; modifications, waivers, amendments and consents with respect to the serviced Mortgage Loans; servicing reports; servicer liability and indemnification; servicer resignation; servicer termination events; and the ability of certain parties to terminate a particular servicer in connection with a servicer termination event or otherwise. In addition, the securitization transaction governing the servicing of each Non-Serviced Whole Loan is a rated CMBS securitization transaction that is rated by one or more nationally recognized statistical rating organizations. Nonetheless, the servicing arrangements under the Non-Serviced PSAs differ in certain respects from the servicing arrangements under the PSA. For example, the provisions of the Non-Serviced PSAs and the PSA differ with respect to, among other things, time periods and timing matters, terminology, allocation of duties between multiple servicers and other service providers, circumstances under which the consent of the other special servicer must be obtained by the other master servicer or the consent of a directing holder must be obtained by the other master servicer or other special servicer, the specifics of particular servicer termination events, notices to and communications with applicable rating agencies and rating confirmation requirements. Below are certain matters regarding the servicing of the Non-Serviced Mortgage Loans for your consideration:

· The master servicer, the special servicer, the certificate administrator and the trustee under the PSA will have no obligation or authority to (a) supervise the Non-Serviced Master Servicer, the Non-Serviced Special Servicer, or any of the trustee, certificate administrator or operating advisor under a Non-Serviced PSA or (b) make Servicing Advances with respect to any Non-Serviced Mortgage Loan. The obligation of the master servicer for this securitization to provide information and collections and make P&I Advances to the certificate administrator for the benefit of the Certificateholders with respect to a Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding information and/or collections from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer.

· Pursuant to the related Non-Serviced PSA, the liquidation fee, the special servicing fee and the workout fee with respect to each Non-Serviced Mortgage Loan will be generally similar to the corresponding fees payable under the PSA.

· The master servicer for this securitization will be required to make P&I Advances with respect to the Non-Serviced Mortgage Loan, unless it has determined that such Advance would not be recoverable from collections on the Non-Serviced Mortgage Loan.

· Each Non-Serviced Master Servicer is obligated to make servicing advances with respect to the related Non-Serviced Whole Loan. If such Non-Serviced Master Servicer determines that a servicing advance it made with respect to the related Non-Serviced Whole Loan or the related Mortgaged Property is nonrecoverable, it will be entitled to be reimbursed first from collections on, and proceeds of, the related Non-Serviced Mortgage Loan and the related Non-Serviced Companion Loan(s), on a pro rata basis (based on each such loan’s outstanding principal balance), and then (subject to reimbursement by the issuing entity for its pro rata share) from general collections on the mortgage loans in the related Non-Serviced Securitization Trust.

· With respect to each Non-Serviced Mortgage Loan, prior to the occurrence and continuance of any control event under the related Non-Serviced PSA, the related directing certificateholder will have the right to terminate the related Non-Serviced Special Servicer, with or without cause, and appoint itself or an affiliate or another person as the successor Non-Serviced Special Servicer, subject to any limitations under the related Non-Serviced PSA with respect to termination without cause.

· In addition, with respect to each Non-Serviced Mortgage Loan, after the occurrence and during the continuance of any control termination event under the related Non-Serviced PSA, at the written direction of holders of Sequential Pay Certificates under the related Non-Serviced PSA evidencing not less than 25% of the voting rights of such certificates (taking into account the

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application of any appraisal reduction amounts to notionally reduce the certificate balances of those certificates), a request can be made to vote to terminate the related Non-Serviced Special Servicer and appoint a successor Non-Serviced Special Servicer.

· In addition, with respect to each Non-Serviced Mortgage Loan, following the occurrence of a consultation termination event under the related Non-Serviced PSA, if the operating advisor under the related Non-Serviced PSA determines that the related Non-Serviced Special Servicer is not performing its duties under the related Non-Serviced PSA or is otherwise not acting in accordance with the related servicing standard, the operating advisor under the related Non-Serviced PSA will have the right to recommend the replacement of the related Non-Serviced Special Servicer.

· If any Non-Serviced Mortgage Loan becomes a defaulted mortgage loan, then (subject to, in each case if and when applicable, the consent/consultation rights of the directing certificateholder under the related Non-Serviced PSA, the consultation rights of the issuing entity) the related Non-Serviced Special Servicer will be required to take one of the following actions in response: (i) foreclose upon or otherwise comparably convert ownership of the related Mortgaged Properties; (ii) negotiate a workout with the related borrower; or (iii) sell the related Non-Serviced Whole Loan in its entirety. The issuing entity, as the holder of the related Non-Serviced Mortgage Loan, or its designee, will have the right to consent to a sale of a defaulted Mortgage loan in the event that the related Non-Serviced Special Servicer fails to provide certain notices and information regarding such sale in accordance with the terms of the related Intercreditor Agreement. See “—Sale of Defaulted Loans and REO Properties” above and “Description of the Mortgage Pool—The Whole Loans—Williamsburg Premium Outlets Whole Loan—Sale of Defaulted Mortgage Loan”, “—Promenade Gateway Whole Loan—Sale of Defaulted Mortgage Loan”, “—Birch Run Premium Outlets Whole Loan—Sale of Defaulted Mortgage Loan” and “—Santa Monica Multifamily Portfolio Whole Loan—Sale of Defaulted Mortgage Loan”.

· With respect to each Non-Serviced Mortgage Loan, the servicing provisions relating to performing inspections and collecting operating information are substantially similar to those of the PSA.

· The Non-Serviced Master Servicer and Non-Serviced Special Servicer (a) have substantially similar rights related to resignation and (b) are subject to servicer termination events substantially similar to those in the PSA.

Notwithstanding the foregoing, following the applicable Servicing Shift Securitization Date, the related Servicing Shift Whole Loan will be serviced by the master servicer and special servicer under the related Servicing Shift PSA pursuant to the terms of the related Servicing Shift PSA. Although the related Intercreditor Agreement imposes some requirements regarding the terms of the related Servicing Shift PSA (and it is expected that such Servicing Shift PSA will contain servicing provisions similar to, but not identical with, the provisions of the PSA), the securitization to which the related Controlling Companion Loan is to be contributed has not been determined, and accordingly, the servicing terms of such Servicing Shift PSA are unknown. See “Description of the Mortgage Pool—The Whole Loans—Williamsburg Premium Outlets” and “—The Whole Loans—Birch Run Premium Outlets”.

Rating Agency Confirmations

The PSA will provide that, notwithstanding the terms of the related Mortgage Loan documents or other provisions of the PSA, if any action under such Mortgage Loan documents or the PSA requires a Rating Agency Confirmation from each of the Rating Agencies as a condition precedent to such action, if the party (the “Requesting Party”) attempting and/or required to obtain such Rating Agency Confirmations has made a request to any Rating Agency for such Rating Agency Confirmation and, within 10 business days of such request being posted to the 17g-5 Information Provider’s website, 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 Rating Agency Confirmation, then such Requesting Party will be required to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s website) that the applicable Rating Agency has received

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the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again (which may also be through direct communication). The circumstances described in the preceding sentence are referred to in this prospectus as a “RAC No-Response Scenario”.

If there is no response to either such Rating Agency Confirmation request within 5 business days of such second request in a RAC No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring such Rating Agency Confirmation, or with respect to any other matter under the PSA relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation will be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency, and the master servicer or the special servicer, as the case may be, may then take such action if the master servicer or the special servicer, as applicable, confirms its original determination (made prior to making such request) that taking the action with respect to which it requested the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to a replacement of the master servicer or special servicer, such condition will be deemed not to apply (as if such requirement did not exist) if (i)(A) the applicable replacement master servicer or special servicer has been appointed as a master servicer or special servicer, as applicable, on a transaction-level basis on the closing date of a commercial mortgage loan securitization and, as of the date of such determination, is the master servicer or special servicer, as applicable, of such securitization, with respect to which Moody’s rated one or more classes of certificates and one or more classes of such certificates are still outstanding and rated by Moody’s and (B) Moody’s 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 rated by Moody’s in a CMBS transaction serviced by the applicable master servicer or special servicer prior to the time of determination, if Moody’s is the non-responding Rating Agency, (ii) the applicable replacement master servicer or special servicer is rated at least “CMS3” (in the case of the master servicer) or “CSS3” (in the case of the special servicer), if Fitch is the non-responding Rating Agency or (iii) KBRA has not cited servicing concerns of the applicable replacement master servicer or special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other CMBS transaction serviced by the applicable master servicer or special servicer prior to the time of determination, if KBRA is the non-responding Rating Agency. Promptly following the master servicer’s or special servicer’s determination to take any action discussed above following any requirement to obtain Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist) as described in clause (x) above, the master servicer or special servicer will be required to provide electronic written notice to the 17g-5 Information Provider, who will promptly post such notice to the 17g-5 Information Provider’s website pursuant to the PSA, of the action taken.

For all other matters or actions not specifically discussed above, the applicable Requesting Party will be required to obtain a Rating Agency Confirmation from each of the Rating Agencies. In the event an action otherwise requires a Rating Agency Confirmation from each of the Rating Agencies, in absence of such Rating Agency Confirmation, we cannot assure you that any Rating Agency will not downgrade, qualify or withdraw its ratings as a result of any such action taken by the master servicer or the special servicer in accordance with the procedures discussed above.

As used above, “Rating Agency Confirmation” means, with respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event specified in this prospectus will not in and of itself result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of certificates (if then rated by the Rating Agency); provided that a written waiver or acknowledgment from the Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought will be deemed to satisfy the requirement for the Rating Agency Confirmation from the Rating Agency with respect to such matter. The “Rating Agencies” mean each of Moody’s, Fitch and KBRA.

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Any Rating Agency Confirmation requests made by the master servicer, special servicer, certificate administrator, or trustee, as applicable, pursuant to the PSA, will be required to be made in writing, which writing must contain a cover page indicating the nature of the Rating Agency Confirmation request, and must contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation requests must be provided in electronic format to the 17g-5 Information Provider (who will be required to post such request on the 17g-5 Information Provider’s website in accordance with the PSA).

The master servicer, the special servicer, the certificate administrator and the trustee will be permitted (but not obligated) to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents or any matter related to the Mortgage Loans, the related Mortgaged Properties, the related borrowers or any other matters relating to the PSA or any related Intercreditor Agreement; 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; provided, further, that the summary of such oral communications will not identify with which Rating Agency the communication was. 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 PSA. All other information required to be delivered to the Rating Agencies pursuant to the PSA or requested by the Rating Agencies, will first be provided in electronic format to the 17g-5 Information Provider, who will be required to post such information to the 17g-5 Information Provider’s website in accordance with the PSA, and thereafter be delivered by the applicable party to the Rating Agencies in accordance with the delivery instructions set forth in the PSA. The operating advisor will have no obligation or authority to communicate directly with the Rating Agencies, but may deliver required information to the Rating Agencies to the extent set forth in this prospectus.

The PSA will provide that the PSA may be amended to change the procedures regarding compliance with Rule 17g-5 without any Certificateholder consent; provided that notice of any such amendment must be provided to the 17g-5 Information Provider (who will post such notice to the 17g-5 Information Provider’s website) and to the certificate administrator (which will post such report to the certificate administrator’s website).

To the extent required under the PSA, in the event a rating agency confirmation is required by the applicable rating agencies that any action under any Mortgage Loan documents or the PSA will not result in the downgrade, withdrawal or qualification of any such rating agency’s then-current ratings of any securities related to a Companion Loan, then such rating agency confirmation may be considered satisfied in the same manner as described above with respect to any Rating Agency Confirmation from a Rating Agency.

Evidence as to Compliance

Each of the master servicer, the special servicer (regardless of whether the special servicer has commenced special servicing of a Mortgage Loan), the custodian, the trustee (only if an advance was made by the trustee in the applicable calendar year) and the certificate administrator will be required to furnish (and each such party will be required, with respect to each servicing function participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, to cause (or, in the case of a sub-servicer that a mortgage loan seller requires the master servicer to retain, to use commercially reasonable efforts to cause) such servicing function participant to furnish) to the depositor, the certificate administrator, the trustee and the 17g-5 Information Provider, an officer’s certificate of the officer responsible for the servicing activities of such party stating, among other things, that (i) a review of that party’s activities during the preceding calendar year or portion of that year and of performance under the PSA or any sub-servicing agreement in the case of an additional master servicer or special servicer, as applicable, has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on the review, such party has fulfilled all of its obligations under the PSA or the sub-servicing agreement in the case of an additional master servicer or special servicer, as applicable, in all material respects throughout the preceding calendar year or portion of such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of the failure.

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In addition, each of the master servicer, the special servicer (regardless of whether the special servicer has commenced special servicing of any Mortgage Loan), the trustee (only if an advance was made by the trustee in the applicable calendar year), the custodian, the certificate administrator and the operating advisor, each at its own expense, will be required to furnish (and each such party will be required, with respect to each servicing function participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, to cause (or, in the case of a sub-servicer that a mortgage loan seller requires the master servicer to retain, to use commercially reasonable efforts to cause) such servicing function participant to furnish) to the trustee, the certificate administrator, the 17g-5 Information Provider and the depositor (and, with respect to the special servicer, also to the operating advisor) a report (an “Assessment of Compliance”) assessing compliance by that party with the servicing criteria set forth in Item 1122(d) of Regulation AB (as described below) under the Securities Act of 1933, as amended (the “Securities Act”) that contains the following:

· a statement of the party’s responsibility for assessing compliance with the servicing criteria set forth in Item 1122 of Regulation AB applicable to it;

· a statement that the party used the criteria in Item 1122(d) of Regulation AB to assess compliance with the applicable servicing criteria;

· the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the fiscal year, covered by the Form 10-K required to be filed pursuant to the PSA setting forth any material instance of noncompliance identified by the party, a discussion of each such failure and the nature and status of such failure; and

· a statement that a registered public accounting firm has issued an attestation report (an “Attestation Report”) on the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the prior fiscal year.

Each party that is required to deliver an Assessment of Compliance will also be required to simultaneously deliver an Attestation Report of a registered public accounting firm, prepared in accordance with the standards for attestation engagements issued or adopted by the public company accounting oversight board, that expresses an opinion, or states that an opinion cannot be expressed (and the reasons for this), concerning the party’s assessment of compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB.

With respect to any Non-Serviced Whole Loan, each of the Non-Serviced Master Servicer, the Non-Serviced Special Servicer, the Non-Serviced Trustee and the Non-Serviced Certificate Administrator will have obligations under the related Non-Serviced PSA similar to those described above.

“Regulation AB” means subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100–229.1125, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the SEC or by the staff of the SEC, or as may be provided by the SEC or its staff from time to time.

Limitation on Rights of Certificateholders to Institute a Proceeding

Other than with respect to any rights to deliver a Certificateholder Repurchase Request and exercise the rights described in “—Dispute Resolution Provisions”, no Certificateholder will have any right under the PSA to institute any proceeding with respect to the PSA or with respect to the certificates, unless the holder previously has given to the trustee and the certificate administrator written notice of default and the continuance of the default and unless the holders of certificates of any class evidencing not less than 25% of the aggregate percentage interests constituting the class have made written request upon the trustee to institute a proceeding in its own name (as trustee) and have offered to the trustee reasonable indemnity satisfactory to it, and the trustee for 60 days after receipt of the request and indemnity has neglected or refused to institute the proceeding. However, the trustee will be under no obligation to exercise any of the trusts or powers vested in it by the PSA or the certificates or to institute, conduct or defend any related litigation at the request, order or direction of any of the Certificateholders, unless the

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Certificateholders have offered to the trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred as a result.

It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the trustee, that no one or more Certificateholders will have any right in any manner whatsoever by virtue of any provision of the PSA or the certificates to affect, disturb or prejudice the rights of the holders of any other of such certificates, or to obtain or seek to obtain priority over or preference to any other such Certificateholder, which priority or preference is not otherwise provided for in the PSA, or to enforce any right under the PSA or the certificates, except in the manner provided in the PSA or the certificates and for the equal, ratable and common benefit of all Certificateholders.

Termination; Retirement of Certificates

The obligations created by the PSA will terminate upon payment (or provision for payment) to all Certificateholders of all amounts held by the certificate administrator on behalf of the trustee and required to be paid on the Distribution Date following the earlier of (1) the final payment (or related Advance) or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject to the PSA, (2) the voluntary exchange of all the then-outstanding certificates (other than the Class V and Class R certificates) for the Mortgage Loans remaining in the issuing entity, as described below or (3) the purchase or other liquidation of all of the assets of the issuing entity as described below by the holders of the Controlling Class, the special servicer, or the master servicer, in that order of priority. Written notice of termination of the PSA will be given by the certificate administrator to each Certificateholder and the 17g-5 Information Provider (who will promptly post such notice to the 17g-5 Information Provider’s website). The final distribution will be made only upon surrender and cancellation of the certificates at the office of the certificate registrar or other location specified in the notice of termination.

Any holder of certificates owning a majority 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 all property acquired in respect of any Mortgage Loan remaining in the issuing entity, and thereby effect termination of the issuing entity and early retirement of the then-outstanding certificates, on any Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the issuing entity is less than 1.0% of the aggregate principal balance of all of the Mortgage 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 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 (including any Mortgage Loans 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, Certificate Administrator/Trustee 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 R certificates) (provided that the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C and Class D certificates are no longer outstanding) if 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 Certificates and Class R certificates) were on deposit with the certificate administrator as of the first day of the current calendar month and 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

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Certificates and Class R certificates) as of the date of the exchange and (c) three, divided by (ii) 360, for the Mortgage Loans and any REO Properties remaining in the issuing entity; provided, further, that if the Sole Certificateholder has taken only an assignment of the Voting Rights of the Class X Certificates, the holders of the Class X Certificates will be entitled to receive a cash payment in consideration for an exchange of their certificates. Following such termination, no further amount will 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 mail 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.

On the applicable Distribution Date, the aggregate amount paid by the holders of the Controlling Class, the special servicer, the master servicer or the holders of the Class R certificates, as the case may be, for the Mortgage Loans and other applicable assets in the issuing entity, together with all other amounts on deposit in the Collection Account and not otherwise payable to a person other than the Certificateholders, will be applied generally as described in “Description of the Certificates—Distributions—Priority of Distributions” above.

Amendment

The PSA may be amended by the parties to the PSA, without the consent of any of the holders of certificates or holders of any Companion Loan:

(a)     to correct any defect or ambiguity in the PSA or in order to address any manifest error in any provision of the PSA;

(b)     to cause the provisions in the PSA to conform or be consistent with or in furtherance of the statements made in this prospectus (or in an offering document for any related non-offered certificates) with respect to the certificates, the issuing entity or the PSA or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions in the PSA or to correct any error;

(c)     to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account, provided that (A) the Master Servicer Remittance Date will in no event be later than the business day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an opinion of counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment;

(d)     to modify, eliminate or add to any of its provisions to the extent as will be necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the issuing entity, either Trust REMIC or the Grantor Trust that would be a claim against the issuing entity, Trust REMIC or the Grantor Trust; provided that the trustee and the certificate administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of imposition of any such tax and (2) the action will not adversely affect in any material respect the interests of any holder of the certificates or holder of a Companion Loan;

(e)     to modify, eliminate or add to any of its provisions to restrict (or to remove any existing restrictions with respect to) the transfer of the Residual Certificates; provided that the depositor has

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determined that the amendment will not, as evidenced by an opinion of counsel, give rise to any tax with respect to the transfer of the Residual Certificates to a non-permitted transferee;

(f)      to revise or add any other provisions with respect to matters or questions arising under the PSA or any other change, provided that the required action will not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an opinion of counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the certificates as described in this prospectus);

(g)     to amend or supplement any provision of the PSA to the extent necessary to maintain the then-current ratings assigned to each class of Offered Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the certificates as described in this prospectus); provided that such amendment or supplement would not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an opinion of counsel;

(h)     to modify the provisions of the PSA with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts if (a) the depositor, the master servicer, the trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an opinion of counsel and (c) a Rating Agency Confirmation and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Serviced Pari Passu Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the certificates as described in this prospectus);

(i)      to modify the procedures set forth in the PSA relating to compliance with Rule 17g-5, provided that the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by (A) an opinion of counsel or (B) if any certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such certificates; and provided, further, that the certificate administrator must give notice of any such amendment to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s website and the certificate administration must post such notice to its website; and

(j)      to modify, eliminate or add to any provisions of the PSA to such extent as will be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).

The PSA may also be amended by the parties to the PSA with the consent of the holders of certificates of each class affected by such amendment evidencing, in each case, a majority of the aggregate percentage interests constituting the class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the PSA or of modifying in any manner the rights of the holders of the certificates, except that the amendment may not directly (1) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required

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to be distributed on a certificate of any class without the consent of the holder of such certificate or which are required to be distributed to a holder of a Companion Loan without the consent of such holder, (2) reduce the aforesaid percentage of certificates of any class the holders of which are required to consent to the amendment or remove the requirement to obtain consent of any holder of a Companion Loan, without the consent of the holders of all certificates of that class then-outstanding or such holder of the related Companion Loan, (3) adversely affect the Voting Rights of any class of certificates, without the consent of the holders of all certificates of that class then-outstanding, (4) change in any manner any defined term used in any MLPA or the obligations or rights of any mortgage loan seller under any MLPA without the consent of the applicable mortgage loan seller, or (5) amend the Servicing Standard without, in each case, the consent of 100% of the holders of certificates or a Rating Agency Confirmation by each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the certificates as described in this prospectus).

Notwithstanding the foregoing, no amendment to the PSA may be made that changes in any manner the obligations of any mortgage loan seller under any MLPA or the rights of any mortgage loan seller, including as a third party beneficiary, under the PSA, without the consent of such mortgage loan seller. In addition, no amendment to the PSA may be made that changes any provisions specifically required to be included in the PSA by any Intercreditor Agreement without the consent of the holder(s) of the related Non-Serviced Companion Loan(s).

Also, notwithstanding the foregoing, no party will be required to consent to any amendment to the PSA without the trustee, the certificate administrator, the master servicer, the special servicer, the asset representations reviewer and the operating advisor having first received an opinion of counsel (at the issuing entity’s expense) to the effect that the amendment does not conflict with the terms of the PSA, and that the amendment or the exercise of any power granted to the master servicer, the special servicer, the depositor, the certificate administrator, the trustee, the operating advisor, the asset representations reviewer or any other specified person in accordance with the amendment will not result in the imposition of a tax on any portion of the issuing entity or cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.

Resignation and Removal of the Trustee and the Certificate Administrator

Each of the trustee and the certificate administrator will at all times be, and will be required to resign if it fails to: (i) be 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) be authorized under such laws to exercise corporate trust powers and to accept the trust conferred under the PSA, (iii) have a combined capital and surplus of at least $50,000,000, (iv) be subject to supervision or examination by federal or state authority and, in the case of the trustee, will not be an affiliate of the master servicer or the special servicer (except during any period when the trustee has assumed the duties of the master servicer or the special servicer, as the case may be), (v) be an entity that is not on the depositor’s “prohibited party” list, (vi) be an institution insured by the Federal Deposit Insurance Corporation, and (vii) have a rating on its long-term senior unsecured debt of at least “A2” by Moody’s and “A” by Fitch; provided that neither the trustee nor the certificate administrator will become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it has a rating on its long-term unsecured debt of at least “Baa2” by Moody’s and “BBB” by Fitch, (b) it has a rating on its short-term debt obligations of at least “P-2” by Moody’s and “F2” by Fitch, and (c) in the case of the trustee, the master servicer has a rating on its long-term senior unsecured debt of at least “A2” by Moody’s and “A+” by Fitch.

The trustee and the certificate administrator will be also permitted at any time to resign from their obligations and duties under the PSA by giving written notice (which notice will be posted to the certificate administrator’s website pursuant to the PSA) to the depositor, the master servicer, the special servicer, the trustee or the certificate administrator, as applicable, all Certificateholders, the operating advisor, the asset representations reviewer 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 depositor will be

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required to use its reasonable best efforts to promptly appoint a successor trustee or certificate administrator which, prior to the occurrence and continuance of a Control Termination Event, is acceptable to the Directing Certificateholder. If no successor trustee or certificate administrator has accepted an appointment within 30 days after the giving of notice of resignation, the resigning trustee or certificate administrator, as applicable, may petition any court of competent jurisdiction to appoint a successor trustee or certificate administrator, as applicable.

If at any time the trustee or certificate administrator ceases to be eligible to continue as trustee or certificate administrator, as applicable, under the PSA, and fails to resign after written request therefor by the depositor or the master servicer, or if at any time the trustee or certificate administrator becomes incapable of acting, or if certain events of, or proceedings in respect of, bankruptcy or insolvency occur with respect to the trustee or certificate administrator, or if the trustee or certificate administrator fails to timely publish any report to be delivered, published, or otherwise made available by the certificate administrator pursuant to the PSA, and such failure continues unremedied for a period of five (5) days, or if the certificate administrator fails to make distributions required pursuant to the PSA, the depositor will be authorized to remove the trustee or certificate administrator, as applicable, and appoint a successor trustee or certificate administrator acceptable to the master servicer.

In addition, holders of the certificates entitled to at least 50% of the Voting Rights may, with cause (at any time) or without cause (at any time with 30 days’ prior written notice), remove the trustee or certificate administrator under the PSA and appoint a successor trustee or certificate administrator. In the event that holders of the certificates entitled to at least 50% of the Voting Rights elect to remove the trustee or certificate administrator without cause and appoint a successor, the successor trustee or certificate administrator, as applicable, will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.

Any resignation or removal of the trustee or certificate administrator and appointment of a successor trustee or certificate administrator will not become effective until (i) acceptance of appointment by the successor trustee or certificate administrator, as applicable, and (ii) the certificate administrator files any required Form 8-K. Further, the resigning trustee or certificate administrator, as the case may be, must pay all costs and expenses associated with the transfer of its duties.

The PSA will prohibit the appointment of the asset representations reviewer or one of its affiliates as successor to the trustee or certificate administrator.

Governing Law; Waiver of Jury Trial; and Consent to Jurisdiction

The PSA will be governed by the laws of the State of New York. Each party to the PSA will waive its respective right to a jury trial for any claim or cause of action based upon or arising out of or related to the PSA or certificates. Additionally each party to the PSA will consent 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 the PSA.

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 is situated.

California

Mortgage loans in California are generally secured by deeds of trust on the related real estate. Foreclosure of a deed of trust in California may be accomplished by a non judicial trustee’s sale in accordance with the California Civil Code (so long as it is permitted under a specific provision in the deed

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of trust) or by judicial foreclosure in accordance with the California Code of Civil Procedure. Public notice of either the trustee’s sale or the judgment of foreclosure is given for a statutory period of time after which the mortgaged real estate may be sold by the trustee, if foreclosed pursuant to the trustee’s power of sale, or by court appointed receiver or by the applicable county’s sheriff under a judicial foreclosure. Following certain judicial foreclosure sales, the related borrower or its successor in interest may, for a period of up to one year, redeem the property; however, there is no redemption following a trustee’s power of sale. California’s “security first” and “one action” rules require the lender to complete foreclosure of all real estate provided as security under the deed of trust in a single action in an attempt to satisfy the full debt before bringing a personal action (if otherwise permitted) against the related borrower for recovery of the debt, except in certain limited cases including as relates to certain environmentally impaired real property where foreclosure of the real property is not required before making a claim under the indemnity. This restriction may apply to property which is not located in California if a single promissory note is secured by property located in California and other jurisdictions. California case law has held that acts such as an offset of an unpledged account constitute violations of the statute creating the “security first” and “one-action” rules. Violations of such rules may result in the loss of some or all of the security under the mortgage loan and a loss of the ability to sue for the debt. A sale by the trustee under the deed of trust does not constitute an “action” for purposes of the “one action rule”. Other statutory provisions in California limit any deficiency judgment (if otherwise permitted) against the related borrower following a judicial foreclosure to the amount by which the indebtedness exceeds the fair value at the time of the public sale and in no event greater than the difference between the foreclosure sale price and the amount of the indebtedness. Further, under California law, after a property has been sold pursuant to a power of sale clause contained in a deed of trust (and in the case of certain types of purchase money acquisition financings, under all circumstances), the lender is precluded from seeking a deficiency judgment from the related borrower or, under certain circumstances, guarantors. On the other hand, under certain circumstances, California law permits separate and even contemporaneous actions against both the related borrower (as to the enforcement of the interests in the collateral securing the loan) and any guarantors. California statutory provisions regarding assignments of rents and leases require that a lender whose loan is secured by such an assignment must exercise a remedy with respect to rents as authorized by statute in order to establish its right to receive the rents after an event of default. Among the remedies authorized by statute is the lender’s right to have a receiver appointed under certain circumstances.

Georgia

Mortgage loans in Georgia are customarily secured by deeds to secure debt and are generally foreclosed pursuant to a private, non-judicial sale under the power of sale remedy, which must be contained in the deed to secure debt. Judicial foreclosure is also an available, but rarely exercised, remedy. In the power of sale foreclosure, the lender must provide notice of the sale by advertisement in a newspaper in which sheriff’s notices of sale are published in the county in which the property is located once a week for four (4) consecutive weeks immediately preceding the date of sale. The advertisement must contain certain information, including a description of the property and the instrument pursuant to which the sale is being conducted, and the name, address, and telephone number of the individual or entity who shall have full authority to negotiate, amend, and modify all terms of the mortgage with the debtor (provided that the lender is under no obligation to negotiate, amend or modify the terms of the deed to secure debt). A copy of the notice of sale to the public must be given to the debtor not less than (30) days prior to the date of the proposed foreclosure sale. If the loan has been assigned, the assignment vesting title to the deed to secure debt must be filed for record prior to the time of the sale. The foreclosure sale is conducted by the lender or its representatives, must occur between the hours of 10:00 a.m. and 4:00 p.m. on the first Tuesday of a month (except, if the first Tuesday of a month falls on New Year’s Day or Independence Day, then the sale must be conducted on the immediately following Wednesday) and is held on the courthouse steps of the court in the county in which the property is located. At the sale the property is sold to the highest bidder, and the lender may “credit bid” the amount of its debt at the sale, so long as the loan documents permit the lender to bid at the sale. The debtor’s right of redemption is extinguished by the power of the sale foreclosure. In order to obtain a deficiency judgment for a recourse loan, the lender must first report the foreclosure sale to a judge of the Superior Court of the county in which the property is located within thirty (30) days after the date of sale. The

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judge will then conduct a “confirmation hearing,” notice of which must be served at least five (5) days prior to the hearing on all obligors. The purpose of the confirmation hearing is to prove that (a) the real property sold for its “true market value” (which has been interpreted to mean “fair market value”) and (b) the foreclosure sale was conducted in accordance with law. The judge may (a) confirm the sale (in which case the creditor may pursue the deficiency claim in a separate action against the obligors), (b) set the sale aside (in which case the parties are returned to their respective positions immediately prior to the sale and a new foreclosure sale must be conducted) or (c) deny confirmation of the sale and refuse to permit a resale (in which case the sale stands as completed but the creditor may not pursue a deficiency claim against the obligors). Georgia has no “one action” rule or statute.

Texas

Commercial mortgage loans in Texas are generally secured by deeds of trust on the related real estate. Foreclosure of a deed of trust in Texas may be accomplished by either a non-judicial trustee’s sale under a specific power-of-sale provision set forth in the deed of trust or by judicial foreclosure. Due to the relatively short period of time involved in a non-judicial foreclosure, the judicial foreclosure process is rarely used in Texas. A judicial foreclosure action must be initiated, and a non-judicial foreclosure must be completed, within four years from the date the cause of action accrues. The cause of action for the unpaid balance of the indebtedness accrues upon the maturity of the indebtedness (by acceleration or otherwise).

Unless expressly waived in the deed of trust, the lender must provide the debtor with a written demand for payment, a notice of intent to accelerate the indebtedness, and a notice of acceleration prior to commencing any foreclosure action. It is customary practice in Texas for the demand for payment to be combined with the notice of intent to accelerate the indebtedness. In addition, with respect to a non-judicial foreclosure sale and notwithstanding any waiver by debtor to the contrary, the lender is statutorily required to (i) provide each debtor obligated to pay the indebtedness a notice of foreclosure sale via certified mail, postage prepaid and addressed to each debtor at such debtor’s last known address at least 21 days before the date of the foreclosure sale; (ii) post a notice of foreclosure sale at the courthouse of each county in which the property is located; and (iii) file a notice of foreclosure sale with the county clerk of each county in which the property is located. Such 21 day period includes the entire calendar day on which the notice is deposited with the United States mail and excludes the entire calendar day of the foreclosure sale. The statutory foreclosure notice may be combined with the notice of acceleration of the indebtedness and must contain the location of the foreclosure sale and a statement of the earliest time at which the foreclosure sale will begin. To the extent the note or deed of trust contains additional notice requirements, the lender must comply with such requirements in addition to the statutory requirements set forth above.

The trustee’s sale must be performed pursuant to the terms of the deed of trust and statutory law and must take place between the hours of 10 a.m. and 4 p.m. on the first Tuesday of the month, in the area designated for such sales by the county commissioners’ court of the county in which the property is located, and must begin at the time set forth in the notice of foreclosure sale or not later than three hours after that time. If the property is located in multiple counties, the sale may occur in any county in which a portion of the property is located. Under Texas law applicable to the subject property, the debtor does not have the right to redeem the property after foreclosure. Any action for deficiency must be brought within two years of the foreclosure sale. If the foreclosure sale price is less than the fair market value of the property, the debtor or any obligor (including any guarantor) may be entitled to an offset against the deficiency in the amount by which the fair market value of the property, less the amount of any claim, indebtedness, or obligation of any kind that is secured by a lien or encumbrance on the real property that was not extinguished by the foreclosure, exceeds the foreclosure sale price.

General

Each mortgage loan will be evidenced by a promissory note 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

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located. Mortgages, deeds of trust and deeds to secure debt are in this prospectus 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 applicable 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 promissory note. The land trustee would not be personally liable for the promissory 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 from the lease, 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, hospitality property and motel room rates are considered accounts receivable under the Uniform Commercial Code (“UCC”). In cases where hospitality properties 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 hospitality properties or motels may be included in the issuing entity even if the security interest in the room revenues was not perfected. 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” below.

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Personalty

In the case of certain types of mortgaged properties, such as hospitality properties, motels, nursing homes and manufactured housing, 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 in that personal property, and must file continuation statements, generally every five years, to maintain that perfection. Certain mortgage loans secured in part by personal property may be included in the issuing entity even if the security interest in such personal property was not perfected.

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 promissory 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

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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 a mortgage loan 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 mortgaged property may have occurred during the foreclosure proceedings. Potential buyers may also be reluctant to purchase mortgaged 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 Co., 621 F.2d 2001 (5th Cir. 1980) 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 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 federal bankruptcy code. Although the reasoning and result of Durrett in respect of the federal 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. 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 property may be significant and may be greater than

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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 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 a 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 are 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.

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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 that security; however, in some of those states, the lender, following judgment on that 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 related proprietary leases, allocable to cooperative dwelling units that may be vacant or occupied by non-owner 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.

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Bankruptcy Laws

Operation of the federal 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 federal 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 of a delay caused by an 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 under the federal bankruptcy code.

Under the federal bankruptcy code, a bankruptcy trustee, or a borrower as debtor-in-possession, may under certain circumstances 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, despite the provisions of the related mortgage or other security agreement to the contrary. 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 federal 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 scheduled 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 have approved bankruptcy 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 federal bankruptcy code, a bankruptcy court may permit a debtor through its plan of reorganization 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 federal 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 federal bankruptcy code) related to a mortgaged property if the related borrower is in a bankruptcy proceeding. Under the federal bankruptcy code, a lender 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

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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 federal 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 federal bankruptcy code provides that 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 federal 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 federal 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 federal 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.

The federal 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 federal 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 a lender to exercise certain contractual remedies with respect to the leases on any mortgaged property. In addition, section 362 of the federal 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 a lender’s exercise of those remedies, including foreclosure, in the event that a lessee becomes the subject of a proceeding under the federal 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.

The federal 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

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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, under the federal bankruptcy code, a 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 federal 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 federal 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 the federal 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 federal 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 federal bankruptcy code. Under the federal bankruptcy code, subject to certain exceptions, 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, 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, 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

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(including renewals). 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 a lender may be unable to enforce both the bankrupt lessee/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 lender could lose its security unless the lender 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 consistent with the federal 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 the federal 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 the federal 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 the federal 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 issuing entity. Payments on long term debt may be protected from recovery as preferences if they qualify for the “ordinary course” exception under the federal bankruptcy code or if certain other defenses in the federal 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

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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.

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 single 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, we cannot assure you that, in the event of a bankruptcy of the borrower sponsor, the borrower sponsor would not seek approval of a similar debtor-in-possession loan, or that a bankruptcy court would not approve a debtor-in-possession loan that included such subsidiary guarantees and second liens on such subsidiaries’ properties.

Certain of the borrowers may be partnerships. The laws governing limited partnerships in certain states provide that the commencement of a case under the federal 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 federal 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 federal 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 in this prospectus with respect to limited partnerships. The dissolution of a borrower, the winding up of its affairs and the distribution of its assets could result in an acceleration of its payment obligation under the borrower’s mortgage loan, which may reduce the yield on the Offered Certificates 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

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respect to the mortgaged property. However, such an occurrence should not affect a lender’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 single 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 single purpose entities. A borrower that is a limited liability company may be required by the loan documents to have a single purpose member or a springing member. All borrowers that are tenants-in-common may be required by the loan documents to be single 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 federal 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 “1996 Act”) amended, among other things, the provisions of CERCLA with respect to lender liability and the secured creditor exemption. The 1996 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 1996 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

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substantially all other operational functions of the mortgaged property. The 1996 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 of 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 clean-up 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.

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 issuing entity and occasion a loss to the certificateholders.

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 recover its investment in a loan upon foreclosure.

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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. 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 related regulations. Accordingly, a lender 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 lender’s ability to demonstrate that a sale threatens its legitimate security interest.

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

Promissory 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 will 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.

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

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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.

Americans with Disabilities Act

Under Title III of the Americans with Disabilities Act of 1990 and related regulations (collectively, the “ADA”), in order to protect individuals with disabilities, public accommodations (such as hospitality properties, 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 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 certificates, and would not be covered by advances or, any form of credit support provided in connection with the certificates. In addition, the Relief Act imposes limitations that would impair the ability of a lender 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 or other party to the PSA 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. Failure to honor any request by the depositor, the issuing entity, the underwriters or other party to the PSA to provide requested information or take such other actions as may be necessary or advisable for the depositor, the issuing entity, the underwriters or other party to the PSA 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, it is expected that each of the depositor, the issuing entity, the underwriters and the other parties to the PSA will comply with the

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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 with such compliance.

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 U.S. 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 Affiliations, Relationships and
Related Transactions Involving Transaction Parties

GACC and its affiliates are playing several roles in this transaction. Deutsche Bank Securities Inc., an Underwriter, is an affiliate of Deutsche Mortgage & Asset Receiving Corporation, the Depositor, GACC, a Mortgage Loan Seller and a Sponsor, and DBTCA, the certificate administrator, 17g-5 Information Provider, authenticating agent, certificate registrar and custodian. KeyBank and its affiliates are playing several roles in this transaction. KeyBanc Capital Markets Inc., an Underwriter, is an affiliate of KeyBank, a Mortgage Loan Seller, a Sponsor and a primary servicer. JLC and its affiliates are playing several roles in this transaction. Jefferies LLC, an Underwriter, is an affiliate of JLC, a Mortgage Loan Seller and a Sponsor.

GACC currently holds the Sun MHC Portfolio Companion Loan, the Williamsburg Premium Outlets Companion Loans, the Intercontinental Kansas City Hotel Companion Loan, the Columbus Park Crossing Companion Loans and the Birch Run Premium Outlets Companion Loans. However, GACC intends to sell such Companion Loans in connection with one or more future securitizations. In addition, with respect to the Mortgage Loan identified as Santa Monica Multifamily Portfolio on Annex A-1, representing approximately 2.5% of the Initial Pool Balance, GACC is the holder of a related mezzanine loan secured by direct or indirect equity interests in the borrower under such mortgage loan.

Deutsche Bank AG, Cayman Islands Branch (an affiliate of the Depositor, GACC, a Sponsor and a Mortgage Loan Seller, Deutsche Bank Securities Inc., an Underwriter, and DBTCA, the certificate administrator, 17g-5 Information Provider, authenticating agent, certificate registrar and custodian), and certain other third party lenders provide warehouse financing to the JLC Financing Affiliates through various repurchase facilities. Some or all of the JLC Mortgage Loans are (or are expected to be prior to the Closing Date) subject to those repurchase facilities. Proceeds received by JLC in connection with the contribution of Mortgage Loans to this securitization transaction will be applied, among other things, to reacquire the warehoused JLC Mortgage Loans and make payments to the repurchase agreement counterparties. As of February 22, 2016, Deutsche Bank AG, Cayman Islands Branch is the repurchase agreement counterparty with respect to 2 JLC Mortgage Loans, representing approximately 5.7% of the Initial Pool Balance.

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CWCapital Asset Management LLC is expected to act as the special servicer, and it or an affiliate assisted Seer Capital Management LP and/or one or more of its affiliates with its due diligence of the mortgage loans prior to the closing date.

Wells Fargo, the master servicer, is also the master servicer, certificate administrator, custodian, certificate registrar and 17g-5 information provider under the COMM 2016-CCRE28 Pooling and Servicing Agreement with respect to the Promenade Gateway Whole Loan and the Santa Monica Multifamily Portfolio Whole Loan.

Pursuant to certain interim servicing agreements between GACC and certain of its affiliates, on the one hand, and Wells Fargo, on the other hand, Wells Fargo acts as interim servicer with respect to certain mortgage loans, including, prior to their inclusion in the issuing entity, 11 of the GACC Mortgage Loans, representing approximately 25.6% of the Initial Pool Balance.

Pursuant to certain interim servicing agreements between GACC and certain of its affiliates, on the one hand, and KeyBank, on the other hand, KeyBank acts as interim servicer with respect to certain mortgage loans, including, prior to their inclusion in the issuing entity, 4 of the GACC Mortgage Loans, representing approximately 11.5% of the Initial Pool Balance.

Pursuant to certain interim servicing agreements between JLC and certain of its affiliates, on the one hand, and Wells Fargo, on the other hand, Wells Fargo acts as interim servicer with respect to certain mortgage loans, including, prior to their inclusion in the issuing entity, 15 of the JLC Mortgage Loans, representing approximately 18.6% of the Initial Pool Balance.

WTNA, the trustee, is also the trustee under the COMM 2016-CCRE28 Pooling and Servicing Agreement with respect to the Promenade Gateway Whole Loan and the Santa Monica Multifamily Portfolio Whole Loan.

Park Bridge Lender Services, the operating advisor and asset representations reviewer is also the operating advisor and the asset representations reviewer under the COMM 2016-CCRE28 Pooling and Servicing Agreement with respect to the Promenade Gateway Whole Loan and the Santa Monica Multifamily Portfolio Whole Loan.

DBTCA acts an interim custodian with respect to all of the GACC Mortgage Loans (other than with respect to 1 GACC Mortgage Loan, representing approximately 2.5% of the Initial Pool Balance with which Wells Fargo acts an interim custodian).

See “Risk Factors—Risks Related to Conflicts of Interest—Potential Conflicts of Interest of the Master Servicer and the Special Servicer”, “—Potential Conflicts of Interest of the Asset Representations Reviewer”, “—Potential Conflicts of Interest of the Directing Certificateholder and the Companion Loan Holders” and “—Risks Relating to the Mortgage Loans—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases—Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks”. For a description of certain other affiliations, relationships and related transactions, to the extent known and material, among the transaction parties, see the individual descriptions of the transaction parties in “Transaction Parties”.

Pending Legal Proceedings Involving Transaction Parties

While the sponsors have been involved in, and are currently involved in, certain litigation or potential litigation, including actions relating to repurchase claims, there are no legal proceedings pending, or any proceedings known to be contemplated by any governmental authorities, against the sponsors that are material to Certificateholders.

For a description of certain other material legal proceedings pending against the transaction parties, see the individual descriptions of the transaction parties in “Transaction Parties”.

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Use of Proceeds

Certain of the net proceeds from the sale of the Offered Certificates, together with the net proceeds from the sale of the other certificates not being offered by this prospectus, will be used by the depositor to purchase the mortgage loans from the mortgage loan sellers and to pay certain expenses in connection with the issuance of the certificates.

Yield and Maturity Considerations

Yield Considerations

General

The yield to maturity on the Offered Certificates will depend upon the price paid by the investors, the rate and timing of the distributions in reduction of the Certificate Balance or Notional Amount of the applicable class of Offered Certificates, the extent to which yield maintenance charges and prepayment premiums allocated to the class of Offered Certificates are collected, and the rate, timing and severity of losses on the Mortgage Loans and the extent to which such losses are allocable in reduction of the Certificate Balance or Notional Amount of the class of Offered Certificates, as well as prevailing interest rates at the time of payment or loss realization.

Rate and Timing of Principal Payments

The rate and amount of distributions in reduction of the Certificate Balance of any class of Offered Certificates that are also Sequential Pay Certificates and the yield to maturity of any class of Offered Certificates will be directly related to the rate of payments of principal (both scheduled and unscheduled) on the Mortgage Loans, as well as borrower defaults and the severity of losses occurring upon a default and the resulting rate and timing of collections made in connection with liquidations of Mortgage Loans due to these defaults. Principal payments on the Mortgage Loans will be affected by their amortization schedules, lockout periods, defeasance provisions, provisions relating to the release and/or application of earnout reserves, provisions requiring prepayments in connection with the release of real property collateral, requirements to pay yield maintenance charges or prepayment premiums in connection with principal payments, the dates on which balloon payments are due, incentives for a borrower to repay an ARD Loan by the related Anticipated Repayment Date, property release provisions, provisions relating to the application or release of earnout reserves, and any extensions of maturity dates by the master servicer or the special servicer. While voluntary prepayments of some Mortgage Loans are generally prohibited during applicable prepayment lockout periods, effective prepayments may occur if a sufficiently significant portion of a mortgaged property is lost due to casualty or condemnation. In addition, such distributions in reduction of Certificate Balances of the respective classes of Offered Certificates that are also Sequential Pay Certificates may result from repurchases of, or substitutions for, Mortgage Loans made by the sponsors due to missing or defective documentation or breaches of representations and warranties with respect to the Mortgage Loans as described in “Description of the Mortgage Loan Purchase Agreements”, purchases of the Mortgage Loans in the manner described in “Pooling and Servicing Agreement—Termination; Retirement of Certificates”, and the exercise of purchase options by the holder of companion loan or a mezzanine loan, if any. See “Description of the Mortgage Pool—The Whole Loans”. To the extent a Mortgage Loan requires payment of a yield maintenance charge or prepayment premium in connection with a voluntary prepayment, any such yield maintenance charge or prepayment premium generally is not due in connection with a prepayment due to casualty or condemnation, is not included in the purchase price of a Mortgage Loan purchased or repurchased due to a breach of a representation or warranty or otherwise, and may not be enforceable or collectible upon a default.

Because the certificates with Notional Amounts are not entitled to distributions of principal (other than the payment of $100 on the first Distribution Date in respect of the Class X-B certificates which will be deemed a payment of principal on the principal balance of the Class X-B certificates for federal income tax purposes), the yield on such certificates will be extremely sensitive to prepayments received in

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respect of the Mortgage Loans to the extent distributed to reduce the related Notional Amount of the applicable class of certificates. In addition, although the borrower under an ARD Loan may have certain incentives to prepay such ARD Loan on its Anticipated Repayment Date, we cannot assure you that the borrower will be able to prepay such ARD Loan on its related Anticipated Repayment Date. The failure of the borrower to prepay an ARD Loan on its Anticipated Repayment Date will not be an event of default under the terms of such ARD Loan, and pursuant to the terms of the PSA, neither the master servicer nor the special servicer will be permitted to take any enforcement action with respect to the borrower’s failure to pay Excess Interest until the scheduled maturity of such ARD Loan; provided that the master servicer or the special servicer, as the case may be, may take action to enforce the issuing entity’s right to apply excess cash flow to principal in accordance with the terms of the respective ARD Loan documents. With respect to the Class A-SB certificates, the extent to which the planned balances are achieved and the sensitivity of the Class A-SB certificates to principal prepayments of the Mortgage Loans will depend in part on the period of time during which the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 certificates remain outstanding. As such, the Class A-SB certificates will become more sensitive to the rate of prepayments on the mortgage loans than they were when the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 certificates were outstanding.

The extent to which the yield to maturity of any class of Offered Certificates may vary from the anticipated yield will depend upon the degree to which the certificates are purchased at a discount or premium and when, and to what degree, payments of principal on the Mortgage Loans are in turn distributed on the certificates or, in the case of the Class X Certificates, applied to reduce their Notional Amounts. An investor should consider, in the case of any certificate (other than a certificate with a Notional Amount) purchased at a discount, the risk that a slower than anticipated rate of principal payments on the Mortgage Loans could result in an actual yield to such investor that is lower than the anticipated yield and, in the case of any certificate purchased at a premium (including certificates with Notional Amounts), the risk that a faster than anticipated rate of principal payments could result in an actual yield to such investor that is lower than the anticipated yield. In general, the earlier a payment of principal on the Mortgage Loans is distributed or otherwise results in reduction of the Certificate Balance of a certificate purchased at a discount or premium, the greater will be the effect on an investor’s yield to maturity. As a result, the effect on an investor’s yield of principal payments distributed on an investor’s certificates occurring at a rate higher (or lower) than the rate anticipated by the investor during any particular period would not be fully offset by a subsequent like reduction (or increase) in the rate of principal payments.

The yield on each of the classes of certificates that have a Pass-Through Rate equal to, limited by, or based on, the WAC Rate could (or in the case of any class of certificates with a Pass-Through Rate equal to, or based on, the WAC Rate, would) be adversely affected if Mortgage Loans with higher Mortgage Rates prepay faster than Mortgage Loans with lower Mortgage Rates. The Pass-Through Rates on these classes of certificates may be adversely affected by a decrease in the WAC Rate even if principal prepayments do not occur.

Losses and Shortfalls

The Certificate Balance or Notional Amount of any class of Offered Certificates may be reduced without distributions of principal as a result of the occurrence and allocation of Realized Losses, reducing the maximum amount distributable in respect of principal on the Offered Certificates that are Sequential Pay Certificates as well as the amount of interest that would have otherwise been payable on the Offered Certificates in the absence of such reduction. In general, a Realized Loss occurs when the principal balance of a Mortgage Loan is reduced without an equal distribution to applicable Certificateholders in reduction of the Certificate Balances of the certificates. Realized Losses may occur in connection with a default on a Mortgage Loan, acceptance of a discounted pay-off, the liquidation of the related Mortgaged Properties, a reduction in the principal balance of a Mortgage Loan by a bankruptcy court or pursuant to a modification, a recovery by the master servicer or trustee of a Nonrecoverable Advance on a Distribution Date or the incurrence of certain unanticipated or default-related costs and expenses (such as interest on Advances, Workout Fees, Liquidation Fees and Special Servicing Fees). Any reduction of the Certificate

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Balances of the classes of certificates indicated in the table below as a result of the application of Realized Losses will also reduce the Notional Amount of the related certificates.

Certificateholders are not entitled to receive distributions of Periodic Payments when due except to the extent they are either covered by a P&I Advance or actually received. Consequently, any defaulted Periodic Payment for which no such P&I Advance is made will tend to extend the weighted average lives of the Offered Certificates, whether or not a permitted extension of the due date of the related Mortgage Loan has been completed.

Certain Relevant Factors Affecting Loan Payments and Defaults

The rate and timing of principal payments and defaults and the severity of losses on the Mortgage Loans may be affected by a number of factors, including, without limitation, the availability of credit for commercial or multifamily real estate, prevailing interest rates, the terms of the Mortgage Loans (for example, due-on-sale clauses, lockout periods or yield maintenance charges, release of property provisions, amortization terms that require balloon payments and incentives for a borrower to repay its mortgage loan by an anticipated repayment date), the demographics and relative economic vitality of the areas in which the Mortgaged Properties are located and the general supply and demand for rental properties in those areas, the quality of management of the Mortgaged Properties, the servicing of the Mortgage Loans, possible changes in tax laws and other opportunities for investment. See “Risk Factors” and “Description of the Mortgage Pool”.

The rate of prepayment on the Mortgage Pool is likely to be affected by prevailing market interest rates for Mortgage Loans of a comparable type, term and risk level as the Mortgage Loans. When the prevailing market interest rate is below a mortgage interest rate, a borrower may have an increased incentive to refinance its Mortgage Loan. Although the Mortgage Loans contain provisions designed to mitigate the likelihood of an early loan repayment, we cannot assure you that the related borrowers will refrain from prepaying their Mortgage Loans due to the existence of these provisions, or that involuntary prepayments will not occur. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans”.

With respect to certain Mortgage Loans, the related Mortgage Loan documents allow for the sale of individual properties and the severance of the related debt and the assumption by the transferee of such portion of the Mortgage Loan as-is allocable to the individual property acquired by that transferee, subject to the satisfaction of certain conditions. In addition, with respect to certain Mortgage Loans, the related Mortgage Loan documents allow for partial releases of individual Mortgaged Properties during a lockout period or during such time as a yield maintenance charge would otherwise be payable, which could result in a prepayment of a portion of the initial principal balance of the related Mortgage Loan without payment of a yield maintenance charge or prepayment premium. Additionally, in the case of a partial release of an individual Mortgaged Property, the related release amount in many cases is greater than the Allocated Loan Amount for the Mortgaged Property being released, which would result in a greater than proportionate paydown of the Mortgage Loan. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Partial Releases”.

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 in the Mortgaged Property, 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.

We make no representation as to the particular factors that will affect the rate and timing of prepayments and defaults on the Mortgage Loans, as to the relative importance of those factors, as to the percentage of the principal balance of the Mortgage Loans that will be prepaid or as to which a default will have occurred as of any date or as to the overall rate of prepayment or default on the Mortgage Loans.

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Delay in Payment of Distributions

Because each monthly distribution is made on each Distribution Date, which is at least 10 days after the end of the related Interest Accrual Period for the certificates, the effective yield to the holders of such certificates will be lower than the yield that would otherwise be produced by the applicable Pass-Through Rates and purchase prices (assuming the prices did not account for the delay).

Yield on the Certificates with Notional Amounts

The yield to maturity of the certificates with Notional Amounts will be highly sensitive to the rate and timing of reductions made to the Certificate Balances of the classes of certificates indicated in the table below, including by reason of prepayments and principal losses on the Mortgage Loans and other factors described above. The yield to maturity of the certificates with Notional Amounts will be highly sensitive to the rate and timing of reductions made to the Certificate Balances of the related certificates indicated in the table below, including by reason of prepayments and principal losses on the Mortgage Loans and other factors described above.

Interest-Only Class of Certificates	Class Notional Amount	Underlying Class
X-A	$614,723,000	Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5 and Class A-M
X-B	$82,635,000	Class B and Class C
X-C	$42,326,000	Class D
X-D	$23,178,000	Class E and Class F
X-E	$14,108,000	Class G
X-F	$29,225,159	Class H

Any optional termination by the holders of the Controlling Class, the special servicer, the master servicer or the holders of the Class R certificates would result in prepayment in full of the Offered Certificates and would have an adverse effect on the yield of a class of the certificates with Notional Amounts because a termination would have an effect similar to a principal prepayment in full of the Mortgage Loans and, as a result, investors in these certificates and any other Offered Certificates purchased at premium might not fully recoup their initial investment. See “Pooling and Servicing Agreement—Termination; Retirement of Certificates”.

Investors in the certificates with Notional Amounts should fully consider the associated risks, including the risk that an extremely rapid rate of prepayment or other liquidation of the Mortgage Loans could result in the failure of such investors to recoup fully their initial investments.

Weighted Average Life

The weighted average life of a Sequential Pay Certificate refers to the average amount of time that will elapse from the date of its issuance until each dollar allocable to principal of the certificate is distributed to the related investor. The weighted average life of a Sequential Pay Certificate will be influenced by, among other things, the rate at which principal on the mortgage loans is paid or otherwise received, which may be in the form of scheduled amortization, voluntary prepayments, Insurance and Condemnation Proceeds and Liquidation Proceeds. Distributions among the various classes of certificates will be made as set forth in “Description of the Certificates—Distributions—Priority of Distributions”.

Prepayments on Mortgage Loans may be measured by a prepayment standard or model. The “Constant Prepayment Rate” or “CPR” model represents an assumed constant annual rate of prepayment each month, expressed as a per annum percentage of the then-scheduled principal balance of the Mortgage Pool. As used in each of the following tables, the column headed “0% CPR” assumes that none of the Mortgage Loans is prepaid before its maturity date or Anticipated Repayment Date, as the case may be. The columns headed “25% CPR”, “50% CPR”, “75% CPR” and “100% CPR” assume that no prepayments are made on any Mortgage Loan during such Mortgage Loan’s lockout period, defeasance

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period, yield maintenance period or prepayment premium lock-out period (in each case, if any), and that prepayments are otherwise made on each of the Mortgage Loans at the indicated CPR percentages. We cannot assure you, however, that prepayments of the Mortgage Loans will conform to any level of CPR, and we make no representation that the Mortgage Loans will prepay at the levels of CPR shown or at any other prepayment rate or that Mortgage Loans that are in a lockout period, defeasance period, yield maintenance period or prepayment premium lock-out period will not prepay as a result of involuntary liquidations upon default or otherwise.

The following tables indicate the percentage of the initial Certificate Balance of each class of the Offered Certificates that would be outstanding after each of the dates shown at various CPRs and the corresponding weighted average life of each class of Offered Certificates. The tables have been prepared on the basis of the following assumptions (the “Modeling Assumptions”), among others:

· scheduled Periodic Payments of principal and/or interest due at maturity on the Mortgage Loans will be received on a timely basis and will be distributed on the 10th day of the related month, beginning in April 2016;

· the Mortgage Rate in effect for each Mortgage Loan as of the Cut-off Date will remain in effect to the related maturity date or Anticipated Repayment Date, as the case may be, and will be adjusted as required pursuant to the definition of Mortgage Rate;

· the Mortgage Loan sellers will not be required to repurchase any Mortgage Loan, and none of the holders of the Controlling Class (or any other Certificateholder), the special servicer, the master servicer or the holders of the Class R certificates will exercise its option to purchase all the Mortgage Loans and thereby cause an early termination of the issuing entity and no holder of any mezzanine debt or other indebtedness will exercise its option to purchase the related Mortgage Loan;

· any principal prepayments on the Mortgage Loans will be received on their respective Due Dates after the expiration of any applicable lockout period, any applicable period in which defeasance is permitted, and any applicable yield maintenance period, in each case, at the respective levels of CPR set forth in the tables (without regard to any limitations in such Mortgage Loans on partial voluntary principal prepayment);

· no Prepayment Interest Shortfalls are incurred and no prepayment premiums or yield maintenance charges are collected;

· the Closing Date occurs on March 16, 2016;

· each ARD Loan prepays in full on the related Anticipated Repayment Date;

· the Pass-Through Rates, initial Certificate Balances and initial Notional Amount of the respective classes of Offered Certificates are as described in this prospectus;

· the Administrative Cost Rate is calculated on the Stated Principal Balance of the Mortgage Loans and in the same manner as interest is calculated on the Mortgage Loans;

· no reserves, earnouts, holdbacks, insurance proceeds or condemnation proceeds are applied to prepay any related Mortgage Loan in whole or in part;

· no additional trust fund expenses are incurred;

· no property releases (or related re-amortizations) occur;

· the optional termination is not exercised; and

· there are no modifications or maturity date extensions in respect of the Mortgage Loans.

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To the extent that the Mortgage Loans have characteristics that differ from those assumed in preparing the tables set forth below, a class of Offered Certificates may mature earlier or later than indicated by the tables. The tables set forth below are for illustrative purposes only and it is highly unlikely that the Mortgage Loans will actually prepay at any constant rate until maturity or that all the Mortgage Loans will prepay at the same rate. In addition, variations in the actual prepayment experience and the balance of the Mortgage Loans that prepay may increase or decrease the percentages of initial Certificate Balances (and weighted average lives) shown in the following tables. These variations may occur even if the average prepayment experience of the Mortgage Loans were to equal any of the specified CPR percentages. Investors should not rely on the prepayment assumptions set forth in this prospectus and are urged to conduct their own analyses of the rates at which the Mortgage Loans may be expected to prepay, based on their own assumptions. Based on the foregoing assumptions, the following tables indicate the resulting weighted average lives of each class of Offered Certificates and set forth the percentage of the initial Certificate Balance of the class of the certificate that would be outstanding after each of the dates shown at the indicated CPRs.

Percent of the Initial Certificate Balance
of the Class A-1 Certificates at the Respective CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance
and Prepayment Premium—Otherwise as Indicated CPR

Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Initial Percentage	100%	100%	100%	100%	100%
March 2017	87%	87%	87%	87%	87%
March 2018	71%	71%	71%	71%	71%
March 2019	48%	48%	48%	48%	48%
March 2020	23%	23%	23%	23%	23%
March 2021 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)(1)	2.81	2.81	2.81	2.81	2.81

⁽¹⁾ The weighted average life of the Class A-1 certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-1 certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-1 certificates.

Percent of the Initial Certificate Balance
of the Class A-2 Certificates at the Respective CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance
and Prepayment Premium—Otherwise as Indicated CPR

Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Initial Percentage	100%	100%	100%	100%	100%
March 2017	100%	100%	100%	100%	100%
March 2018	100%	100%	100%	100%	100%
March 2019	100%	100%	100%	100%	100%
March 2020	100%	100%	100%	100%	100%
March 2021 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)(1)	4.82	4.82	4.82	4.81	4.70

⁽¹⁾ The weighted average life of the Class A-2 certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-2 certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-2 certificates.

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Percent of the Initial Certificate Balance
of the Class A-3 Certificates at the Respective CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance
and Prepayment Premium—Otherwise as Indicated CPR

Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Initial Percentage	100%	100%	100%	100%	100%
March 2017	100%	100%	100%	100%	100%
March 2018	100%	100%	100%	100%	100%
March 2019	100%	100%	100%	100%	100%
March 2020	100%	100%	100%	100%	100%
March 2021	100%	100%	100%	100%	100%
March 2022	100%	94%	87%	76%	35%
March 2023 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)(1)	6.73	6.64	6.53	6.40	5.99

⁽¹⁾ The weighted average life of the Class A-3 certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-3 certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-3 certificates.

Percent of the Initial Certificate Balance
of the Class A-SB Certificates at the Respective CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance
and Prepayment Premium—Otherwise as Indicated CPR

Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Initial Percentage	100%	100%	100%	100%	100%
March 2017	100%	100%	100%	100%	100%
March 2018	100%	100%	100%	100%	100%
March 2019	100%	100%	100%	100%	100%
March 2020	100%	100%	100%	100%	100%
March 2021	97%	97%	97%	97%	97%
March 2022	77%	77%	77%	77%	77%
March 2023	55%	55%	55%	55%	55%
March 2024	32%	32%	32%	32%	32%
March 2025	8%	8%	8%	8%	8%
March 2026 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)(1)	7.21	7.21	7.21	7.21	7.21

⁽¹⁾ The weighted average life of the Class A-SB certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A- SB certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A- SB certificates.

378

Percent of the Initial Certificate Balance
of the Class A-4 Certificates at the Respective CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance
and Prepayment Premium—Otherwise as Indicated CPR

Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Initial Percentage	100%	100%	100%	100%	100%
March 2017	100%	100%	100%	100%	100%
March 2018	100%	100%	100%	100%	100%
March 2019	100%	100%	100%	100%	100%
March 2020	100%	100%	100%	100%	100%
March 2021	100%	100%	100%	100%	100%
March 2022	100%	100%	100%	100%	100%
March 2023	100%	100%	100%	100%	100%
March 2024	100%	100%	100%	100%	100%
March 2025	100%	100%	100%	100%	100%
March 2026 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)(1)	9.64	9.60	9.55	9.49	9.32

⁽¹⁾ The weighted average life of the Class A-4 certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-4 certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-4 certificates.

Percent of the Initial Certificate Balance
of the Class A-5 Certificates at the Respective CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance
and Prepayment Premium—Otherwise as Indicated CPR

Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Initial Percentage	100%	100%	100%	100%	100%
March 2017	100%	100%	100%	100%	100%
March 2018	100%	100%	100%	100%	100%
March 2019	100%	100%	100%	100%	100%
March 2020	100%	100%	100%	100%	100%
March 2021	100%	100%	100%	100%	100%
March 2022	100%	100%	100%	100%	100%
March 2023	100%	100%	100%	100%	100%
March 2024	100%	100%	100%	100%	100%
March 2025	100%	100%	100%	100%	100%
March 2026 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)(1)	9.75	9.75	9.74	9.71	9.46

⁽¹⁾ The weighted average life of the Class A-5 certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-5 certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-5 certificates.

379

Percent of the Initial Certificate Balance
of the Class A-M Certificates at the Respective CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance
and Prepayment Premium—Otherwise as Indicated CPR

Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Initial Percentage	100%	100%	100%	100%	100%
March 2017	100%	100%	100%	100%	100%
March 2018	100%	100%	100%	100%	100%
March 2019	100%	100%	100%	100%	100%
March 2020	100%	100%	100%	100%	100%
March 2021	100%	100%	100%	100%	100%
March 2022	100%	100%	100%	100%	100%
March 2023	100%	100%	100%	100%	100%
March 2024	100%	100%	100%	100%	100%
March 2025	100%	100%	100%	100%	100%
March 2026 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)(1)	9.86	9.83	9.82	9.76	9.53

⁽¹⁾ The weighted average life of the Class A-M certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-M certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-M certificates.

Percent of the Initial Certificate Balance
of the Class B Certificates at the Respective CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance
and Prepayment Premium—Otherwise as Indicated CPR

Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Initial Percentage	100%	100%	100%	100%	100%
March 2017	100%	100%	100%	100%	100%
March 2018	100%	100%	100%	100%	100%
March 2019	100%	100%	100%	100%	100%
March 2020	100%	100%	100%	100%	100%
March 2021	100%	100%	100%	100%	100%
March 2022	100%	100%	100%	100%	100%
March 2023	100%	100%	100%	100%	100%
March 2024	100%	100%	100%	100%	100%
March 2025	100%	100%	100%	100%	100%
March 2026 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)(1)	9.90	9.90	9.85	9.82	9.57

⁽¹⁾ The weighted average life of the Class B certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class B certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class B certificates.

380

Percent of the Initial Certificate Balance
of the Class C Certificates at the Respective CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance
and Prepayment Premium—Otherwise as Indicated CPR

Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Initial Percentage	100%	100%	100%	100%	100%
March 2017	100%	100%	100%	100%	100%
March 2018	100%	100%	100%	100%	100%
March 2019	100%	100%	100%	100%	100%
March 2020	100%	100%	100%	100%	100%
March 2021	100%	100%	100%	100%	100%
March 2022	100%	100%	100%	100%	100%
March 2023	100%	100%	100%	100%	100%
March 2024	100%	100%	100%	100%	100%
March 2025	100%	100%	100%	100%	100%
March 2026 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)(1)	9.90	9.90	9.90	9.86	9.57

⁽¹⁾ The weighted average life of the Class C certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class C certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class C certificates.

Pre-Tax Yield to Maturity Tables

The following tables indicate the approximate pre-tax yield to maturity on a corporate bond equivalent basis on the Offered Certificates for the specified CPRs based on the assumptions set forth in “—Weighted Average Life” above. It was further assumed that the purchase price of the Offered Certificates is as specified in the tables below, expressed as a percentage of the initial Certificate Balance or Notional Amount, as applicable, plus accrued interest from and including March 1, 2016 to and excluding the Closing Date.

The yields set forth in the following tables were calculated by determining the monthly discount rates that, when applied to the assumed streams of cash flows to be paid on the applicable class of Offered Certificates, would cause the discounted present value of such assumed stream of cash flows to equal the assumed purchase price of such class, and by converting such monthly rates to semi-annual corporate bond equivalent rates. Such calculations do not take into account shortfalls in collection of interest due to prepayments (or other liquidations) of the Mortgage Loans or the interest rates at which investors may be able to reinvest funds received by them as distributions on the applicable class of certificates (and, accordingly, do not purport to reflect the return on any investment in the applicable class of Offered Certificates when such reinvestment rates are considered).

The characteristics of the Mortgage Loans may differ from those assumed in preparing the tables below. In addition, we cannot assure you that the Mortgage Loans will prepay in accordance with the above assumptions at any of the rates shown in the tables or at any other particular rate, that the cash flows on the applicable class of Offered Certificates will correspond to the cash flows shown in this prospectus or that the aggregate purchase price of such class of Offered Certificates will be as assumed. In addition, it is unlikely that the Mortgage Loans will prepay in accordance with the above assumptions at any of the specified CPRs until maturity or that all the Mortgage Loans will so prepay at the same rate. Timing of changes in the rate of prepayments may significantly affect the actual yield to maturity to investors, even if the average rate of principal prepayments is consistent with the expectations of investors. Investors must make their own decisions as to the appropriate prepayment assumption to be used in deciding whether to purchase any class of Offered Certificates.

For purposes of this prospectus, prepayment assumptions with respect to the Mortgage Loans are presented in terms of the CPR model described in “—Weighted Average Life” above.

381

Pre-Tax Yield to Maturity and Weighted Average Life
for the Class A-1 Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance
and Prepayment Premium—Otherwise as Indicated CPR

Assumed Purchase Price (% of Initial Certificate Balance of Class A-1 certificates)	Prepayment Assumption (CPR)
	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
99.5000%	1.9956%	1.9956%	1.9957%	1.9958%	1.9959%
99.7500%	1.9027%	1.9027%	1.9027%	1.9028%	1.9028%
100.0000%	1.8101%	1.8101%	1.8101%	1.8101%	1.8100%
100.2500%	1.7178%	1.7178%	1.7178%	1.7177%	1.7176%
100.5000%	1.6259%	1.6258%	1.6258%	1.6257%	1.6255%
Weighted Average Life (years)	2.81	2.81	2.81	2.81	2.81

Pre-Tax Yield to Maturity and Weighted Average Life
for the Class A-2 Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance
and Prepayment Premium—Otherwise as Indicated CPR

Assumed Purchase Price (% of Initial Certificate Balance of Class A-2 certificates)	Prepayment Assumption (CPR)
	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
99.5000%	2.4104%	2.4104%	2.4104%	2.4104%	2.4127%
99.7500%	2.3548%	2.3548%	2.3548%	2.3548%	2.3558%
100.0000%	2.2993%	2.2993%	2.2993%	2.2993%	2.2990%
100.2500%	2.2440%	2.2440%	2.2440%	2.2440%	2.2424%
100.5000%	2.1889%	2.1889%	2.1889%	2.1888%	2.1859%
Weighted Average Life (years)	4.82	4.82	4.82	4.81	4.70

Pre-Tax Yield to Maturity and Weighted Average Life
for the Class A-3 Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance
and Prepayment Premium—Otherwise as Indicated CPR

Assumed Purchase Price (% of Initial Certificate Balance of Class A-3 certificates)	Prepayment Assumption (CPR)
	0% CPR	0% CPR	0% CPR	0% CPR	0% CPR
99.5000%	3.2606%	3.2615%	3.2625%	3.2639%	3.2684%
99.7500%	3.2186%	3.2190%	3.2194%	3.2199%	3.2218%
100.0000%	3.1767%	3.1766%	3.1764%	3.1761%	3.1753%
100.2500%	3.1350%	3.1343%	3.1335%	3.1324%	3.1289%
100.5000%	3.0934%	3.0921%	3.0907%	3.0888%	3.0827%
Weighted Average Life (years)	6.73	6.64	6.53	6.40	5.99

Pre-Tax Yield to Maturity and Weighted Average Life
for the Class A-SB Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance
and Prepayment Premium—Otherwise as Indicated CPR

Assumed Purchase Price (% of Initial Certificate Balance of Class A-SB certificates)	Prepayment Assumption (CPR)
	0% CPR	0% CPR	0% CPR	0% CPR	0% CPR
102.5000%	3.1676%	3.1676%	3.1676%	3.1676%	3.1678%
102.7500%	3.1287%	3.1287%	3.1287%	3.1287%	3.1290%
103.0000%	3.0900%	3.0900%	3.0900%	3.0900%	3.0903%
103.2500%	3.0514%	3.0514%	3.0514%	3.0514%	3.0517%
103.5000%	3.0129%	3.0129%	3.0129%	3.0129%	3.0132%
Weighted Average Life (years)	7.21	7.21	7.21	7.21	7.21

382

Pre-Tax Yield to Maturity and Weighted Average Life
for the Class A-4 Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance
and Prepayment Premium—Otherwise as Indicated CPR

Assumed Purchase Price (% of Initial Certificate Balance of Class A-4 certificates)	Prepayment Assumption (CPR)
	0% CPR	0% CPR	0% CPR	0% CPR	0% CPR
102.5000%	3.2063%	3.2051%	3.2035%	3.2019%	3.1969%
102.7500%	3.1762%	3.1749%	3.1732%	3.1714%	3.1660%
103.0000%	3.1462%	3.1448%	3.1429%	3.1410%	3.1351%
103.2500%	3.1163%	3.1148%	3.1128%	3.1107%	3.1043%
103.5000%	3.0865%	3.0849%	3.0827%	3.0805%	3.0736%
Weighted Average Life (years)	9.64	9.60	9.55	9.49	9.32

Pre-Tax Yield to Maturity and Weighted Average Life
for the Class A-5 Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance
and Prepayment Premium—Otherwise as Indicated CPR

Assumed Purchase Price (% of Initial Certificate Balance of Class A-5 certificates)	Prepayment Assumption (CPR)
	0% CPR	0% CPR	0% CPR	0% CPR	0% CPR
102.5000%	3.4763%	3.4761%	3.4758%	3.4751%	3.4682%
102.7500%	3.4461%	3.4459%	3.4456%	3.4448%	3.4373%
103.0000%	3.4160%	3.4158%	3.4154%	3.4146%	3.4064%
103.2500%	3.3860%	3.3857%	3.3854%	3.3845%	3.3757%
103.5000%	3.3561%	3.3558%	3.3554%	3.3545%	3.3450%
Weighted Average Life (years)	9.75	9.75	9.74	9.71	9.46

Pre-Tax Yield to Maturity for the Class X-A Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance
and Prepayment Premium—Otherwise as Indicated CPR

Assumed Purchase Price (% of Initial Notional Amount of Class X-A certificates)	Prepayment Assumption (CPR)
	0% CPR	0% CPR	0% CPR	0% CPR	0% CPR
7.3550%	5.8539%	5.8040%	5.7451%	5.6694%	5.2896%
7.3675%	5.8117%	5.7618%	5.7028%	5.6270%	5.2467%
7.3800%	5.7696%	5.7197%	5.6606%	5.5847%	5.2040%
7.3925%	5.7277%	5.6776%	5.6185%	5.5426%	5.1614%
7.4050%	5.6858%	5.6357%	5.5765%	5.5005%	5.1190%

Pre-Tax Yield to Maturity and Weighted Average Life
for the Class A-M Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance
and Prepayment Premium—Otherwise as Indicated CPR

Assumed Purchase Price (% of Initial Certificate Balance of Class A-M certificates)	Prepayment Assumption (CPR)
	0% CPR	0% CPR	0% CPR	0% CPR	0% CPR
102.5000%	3.9562%	3.9551%	3.9549%	3.9532%	3.9471%
102.7500%	3.9255%	3.9244%	3.9242%	3.9224%	3.9156%
103.0000%	3.8950%	3.8938%	3.8935%	3.8916%	3.8843%
103.2500%	3.8646%	3.8633%	3.8630%	3.8608%	3.8530%
103.5000%	3.8342%	3.8329%	3.8325%	3.8302%	3.8218%
Weighted Average Life (years)	9.86	9.83	9.82	9.76	9.53

383

Pre-Tax Yield to Maturity and Weighted Average Life
for the Class B Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance
and Prepayment Premium—Otherwise as Indicated CPR

Assumed Purchase Price (% of Initial Certificate Balance of Class B certificates)	Prepayment Assumption (CPR)
	0% CPR	0% CPR	0% CPR	0% CPR	0% CPR
99.8000%	4.7624%	4.7626%	4.7618%	4.7612%	4.7632%
100.0500%	4.7301%	4.7304%	4.7294%	4.7287%	4.7301%
100.3000%	4.6980%	4.6982%	4.6971%	4.6964%	4.6971%
100.5500%	4.6659%	4.6662%	4.6650%	4.6641%	4.6641%
100.8000%	4.6340%	4.6342%	4.6329%	4.6319%	4.6313%
Weighted Average Life (years)	9.90	9.90	9.85	9.82	9.57

Pre-Tax Yield to Maturity and Weighted Average Life
for the Class C Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance
and Prepayment Premium—Otherwise as Indicated CPR

Assumed Purchase Price (% of Initial Certificate Balance of Class C certificates)	Prepayment Assumption (CPR)
	0% CPR	0% CPR	0% CPR	0% CPR	0% CPR
84.0000%	7.0274%	7.0277%	7.0280%	7.0347%	7.0896%
84.2500%	6.9876%	6.9878%	6.9882%	6.9948%	7.0487%
84.5000%	6.9479%	6.9482%	6.9485%	6.9550%	7.0079%
84.7500%	6.9084%	6.9086%	6.9090%	6.9153%	6.9674%
85.0000%	6.8690%	6.8693%	6.8696%	6.8758%	6.9269%
Weighted Average Life (years)	9.90	9.90	9.90	9.86	9.57

Material Federal Income Tax Considerations

General

The following is a general discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of the certificates. The discussion below does not purport to address all federal income tax consequences that may be applicable to particular categories of investors (such as banks, insurance companies, securities dealers, foreign persons, investors whose functional currency is not the U.S. dollar, and investors that hold the certificates as part of a “straddle” or “conversion transaction”), some of which may be subject to special rules. The authorities on which this discussion is based are subject to change or differing interpretations, and any such change or interpretation could apply retroactively. This discussion reflects the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), as well as regulations (the “REMIC Regulations”) promulgated by the U.S. Department of the Treasury and the IRS. Investors are encouraged to consult their tax advisors in determining the federal, state, local or any other tax consequences to them of the purchase, ownership and disposition of the certificates.

One or more separate real estate mortgage investment conduit (“REMIC”) elections will be made with respect to designated portions of the issuing entity (the “Lower-Tier REMIC” and the “Upper-Tier REMIC”, and, together, the “Trust REMICs”). The Lower-Tier REMIC will hold the Mortgage Loans (excluding Excess Interest) and certain other assets and will issue (i) classes of regular interests (the “Lower-Tier Regular Interests”) to the Upper-Tier REMIC and (ii) an uncertificated interest represented by the Class R certificates as the sole class of “residual interests” in the Lower-Tier REMIC.

The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue (i) the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class A-M, Class B, Class C, Class D, Class E, Class F, Class G and Class H

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certificates, each representing a regular interest in the Upper-Tier REMIC (the “Regular Interests”) and (ii) an uncertificated interest represented by the Class R certificates as the sole class of “residual interest” in the Upper-Tier REMIC.

Qualification as a REMIC requires ongoing compliance with certain conditions. Assuming (i) the making of appropriate elections, (ii) compliance with the PSA, on and after the related Servicing Shift Securitization Date, the related Servicing Shift PSA, each Non-Serviced PSA, and the Intercreditor Agreements, and (iii) compliance with any changes in the law, including any amendments to the Code or applicable Treasury regulations thereunder, in the opinion of Sidley Austin LLP, special tax counsel to the depositor, (a) each Trust REMIC will qualify as a REMIC on the Closing Date and thereafter, (b) each of the Lower-Tier Regular Interests will constitute a “regular interest” in the related Lower-Tier REMIC, (c) each of the Regular Interests will constitute a “regular interest” in the Upper-Tier REMIC and (d) the Class R certificates will evidence the sole class of “residual interests” in each Trust REMIC.

In addition, in the opinion of Sidley Austin LLP, special tax counsel to the depositor, (i) the Excess Interest and the related distribution account will be treated as a grantor trust (the “Grantor Trust”) for federal income tax purposes under subpart E, part I of subchapter J of the Code, and (ii) the Class V certificates will represent undivided beneficial interests in the Excess Interest and the related distribution account.

Qualification as a REMIC

In order for each Trust REMIC to qualify as a REMIC, there must be ongoing compliance on the part of such Trust REMIC with the requirements set forth in the Code. Each Trust REMIC must fulfill an asset test, which requires that no more than a de minimis portion of the assets of such Trust REMIC, as of the close of the third calendar month beginning after the Closing Date (which for purposes of this discussion is the date of the issuance of the Regular Interests, the “Startup Day”) 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 requirements will be met if at all times the aggregate adjusted basis of the nonqualified assets is less than 1% of the aggregate adjusted basis of all such Trust REMIC’s assets. Each Trust REMIC also must provide “reasonable arrangements” to prevent its residual interest from being held by “disqualified organizations” or their agents and must furnish applicable tax information to transferors or agents that violate this restriction. The PSA will provide that no legal or beneficial interest in the Class R certificates may be transferred or registered unless certain conditions, designed to prevent violation of this restriction, are met. Consequently, it is expected that each Trust REMIC will qualify as a REMIC at all times that any of the Regular Interests are outstanding.

A qualified mortgage is any obligation that is principally secured by an interest in real property and that is either transferred to a REMIC on the Startup Day or is purchased by a REMIC within a three month period thereafter pursuant to a fixed price contract in effect on the Startup Day. Qualified mortgages include (i) whole mortgage loans such as the Mortgage Loans; provided that, in general, (a) the fair market value of the real property security (including buildings and structural components of the real property security) is at least 80% of the aggregate principal balance of such Mortgage Loan either at origination or as of the Startup Day (a loan-to-value ratio of not more than 125% with respect to the real property security) or (b) substantially all the proceeds of the Mortgage Loan or the underlying mortgages were used to acquire, improve or protect an interest in real property that, at the date of origination, was the only security for the Mortgage Loan, and (ii) Regular Interests in another REMIC, such as the Lower-Tier Regular Interests that will be held by the Upper-Tier REMIC. If a Mortgage Loan was not in fact principally secured by real property or is otherwise not a qualified mortgage, it must be disposed of within 90 days of discovery of such defect, or otherwise 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 Trust REMICs. A qualified reserve asset is

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any intangible property held for investment that is part of any reasonably required reserve maintained by the REMIC to provide for payments of expenses of the REMIC 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. The Trust REMICs will not hold any qualified reserve assets. Foreclosure property is real property acquired by a REMIC in connection with the default or imminent default of a qualified mortgage and maintained by the REMIC in compliance with applicable rules and personal property that is incidental to such real property; provided that the mortgage loan sellers had no knowledge or reason to know, as of the Startup Day, that such a default had occurred or would occur. Foreclosure property may generally not be held after the close of the third calendar year beginning after the date the issuing entity acquires such property, with one extension that may be granted by the IRS.

A mortgage loan held by a REMIC will fail to be a qualified mortgage if it is “significantly modified” unless default is “reasonably foreseeable” or where the servicer believes there is a “significant risk of default” upon maturity of the mortgage loan or at an earlier date, and that by making such modification the risk of default is substantially reduced. A mortgage loan held by a REMIC will not be considered to have been “significantly modified” following the release of the lien on a portion of the real property collateral if (a) the release is pursuant to a defeasance permitted under the mortgage loan documents that occurs more than two years after the startup day of the REMIC or (b) following the release the loan-to-value ratio for the mortgage loan is not more than 125% with respect to the real property security. Furthermore, if the release is not pursuant to a defeasance and following the release the loan-to-value ratio for the mortgage loan is greater than 125%, the mortgage loan will continue to be a qualified mortgage if the release is part of a “qualified paydown transaction” in accordance with Revenue Procedure 2010-30.

In addition to the foregoing requirements, the various interests in a REMIC also must meet certain requirements. All of the interests in a REMIC must be either of the following: (i) one or more classes of Regular Interests or (ii) a single class of residual interests on which distributions, if any, are made pro rata. A Regular Interest is an interest in a REMIC 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 the qualified mortgages. The rate on the specified portion may be a fixed rate, a variable rate, or the difference between one fixed or qualified variable rate and another 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. An interest in a REMIC 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, and are dependent on the absence of defaults or delinquencies on qualified mortgages or permitted investments, lower than reasonably expected returns on permitted investments, expenses incurred by REMIC or Prepayment Interest Shortfalls. A residual interest is an interest in a REMIC other than a Regular Interest that is issued on the Startup Day that is designated as a residual interest. Accordingly, each of the Lower-Tier Regular Interests will constitute a class of regular interests in the Lower-Tier REMIC, each class of the Regular Interests will constitute a class of regular interests in the Upper-Tier REMIC, and the Class R certificates will represent the sole class of residual interest in each Trust REMIC.

If an entity fails to comply with one or more of the ongoing requirements of the Code for status as a REMIC during any taxable year, the Code provides that the entity or applicable portion of it will not be treated as a REMIC for such year and thereafter. In this event, any entity with debt obligations with two or more maturities, such as the Trust REMICs, may be treated as a separate association taxable as a corporation under Treasury regulations, and the certificates may be treated as equity interests in that association. 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. 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  

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the imposition of a corporate tax on all or a portion of a REMIC’s income for the period of time in which the requirements for REMIC status are not satisfied.

Status of Offered Certificates

Offered 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 Offered Certificates will be considered “interest on obligations secured by mortgages on real property or on interests in real property” within the meaning of Code Section 856(c)(3)(B) in the same proportion that, for both purposes, the assets of the issuing entity would be so treated. If at all times 95% or more of the assets of the issuing entity qualify for each of the foregoing treatments, the Offered Certificates will qualify for the corresponding status in their entirety. For purposes of Code Section 856(c)(5)(B), payments of principal and interest on the Mortgage Loans that are reinvested pending distribution to holders of Offered Certificates qualify for such treatment. For the purposes of the foregoing determinations, the Trust REMICs will be treated as a single REMIC. Offered Certificates held by a domestic building and loan association will be treated as “loans . . . secured by an interest in real property which is . . . residential real property” within the meaning of Code Section 7701(a)(19)(C)(v) or as other assets described in Code Section 7701(a)(19)(C) only to the extent the Mortgage Loans are secured by residential real property. As of the Cut-off Date, 20 of the Mortgaged Properties securing 9 Mortgage Loans representing 9.8% of the Initial Pool Balance, are multifamily properties. Holders of Offered Certificates should consult their tax advisors whether the foregoing percentage or some other percentage applies to their Offered Certificates. In addition, Mortgage Loans that have been defeased with government securities will not qualify for such treatment. Offered Certificates will be “qualified mortgages” within the meaning of Code Section 860G(a)(3) for another REMIC. Moreover, Offered Certificates held by certain financial institutions will constitute an “evidence of indebtedness” within the meaning of Code Section 582(c)(1).

Taxation of Regular Interests

General

Each class of Regular Interests represents a regular interest in the Upper-Tier REMIC. In general, interest, original issue discount and market discount on a Regular Interest will be treated as ordinary income to the holder of a Regular Interest (a “Regular Interest Holder”), and principal payments on a Regular Interest will be treated as a return of capital to the extent of the Regular Interest Holder’s basis in the Regular Interest. The Regular Interest will represent newly originated debt instruments for federal income tax purposes. Regular Interest Holders must use the accrual method of accounting with regard to the Regular Interests, regardless of the method of accounting otherwise used by such Regular Interest Holders.

Original Issue Discount

Holders of Regular Interests issued with original issue discount generally must include original issue discount in ordinary income for federal income tax purposes as it accrues in accordance with the constant yield method, which takes into account the compounding of interest, in advance of receipt of the cash attributable to such income. The following discussion is based in part on temporary and final Treasury regulations (the “OID Regulations”) under Code Sections 1271 through 1273 and 1275 and in part on the provisions of the 1986 Act. Regular Interest Holders should be aware, however, that the OID Regulations do not adequately address certain issues relevant to prepayable securities, such as the Regular Interests. To the extent such issues are not addressed in the OID Regulations, the certificate administrator will 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 if 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, however, in the absence of a substantial effect on the present value of a taxpayer’s tax liability. Investors are advised to consult their own tax advisors as to the discussion in this prospectus and

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the appropriate method for reporting interest and original issue discount with respect to the Regular Interests.

Each Regular Interest will be treated as a single installment obligation for purposes of determining the original issue discount includible in a Regular Interests Holder’s income. The total amount of original issue discount on a Regular Interest is the excess of the “stated redemption price at maturity of the Regular Interest over its “issue price”. The issue price of a class of Regular Interests is the first price at which a substantial amount of Interests of such class is sold to investors (excluding bond houses, brokers and underwriters). Although unclear under the OID Regulations, the certificate administrator will treat the issue price of Regular Interests for which there is no substantial sale as of the issue date as the fair market value of such Regular Interests as of the issue date. The issue price of the Regular Interests also includes the amount paid by an initial Regular Interest Holder for accrued interest that relates to a period prior to the issue date of such class of Regular Interests. The stated redemption price at maturity of a Regular Interest is the sum of all payments provided by the debt instrument other than any qualified stated interest payments. Under the OID Regulations, qualified stated interest generally means interest payable at a single fixed rate or a qualified variable rate; provided that such interest payments are unconditionally payable at intervals of one year or less during the entire term of the obligation. Because there is no penalty or default remedy in the case of nonpayment of interest with respect to a Regular Interest, it is possible that no interest on any class of Regular Interests will be treated as qualified stated interest. However, because the Mortgage Loans provide for remedies in the event of default, the certificate administrator will treat all payments of stated interest on the Regular Interests (other than the Class X Certificates) as qualified stated interest (other than accrued interest distributed on the first Distribution Date for the number of days that exceed the interval between the Closing Date and the first Distribution Date). Based upon the anticipated issue price of each such class and a stated redemption price equal to the par amount of each such class (plus such excess interest accrued thereon), it is anticipated that the Class C certificates will be issued with original issue discount for federal income tax purposes.

It is anticipated that the certificate administrator will treat each class of Class X Certificates as having no qualified stated interest. Accordingly, such classes will be considered to be issued with original issue discount in an amount equal to the excess of all distributions of interest expected to be received on such classes over their respective issue prices (including interest accrued prior to the Closing Date). Any “negative” amounts of original issue discount on such classes attributable to rapid prepayments with respect to the Mortgage Loans will not be deductible currently. The holder of a Class X Certificate may be entitled to a deduction for a loss, which may be a capital loss, to the extent it becomes certain that such holder will not recover a portion of its basis in such class, assuming no further prepayments. In the alternative, it is possible that rules similar to the “noncontingent bond method” of the contingent interest rules of the OID Regulations may be promulgated with respect to such classes. Unless and until required otherwise by applicable authority, it is not anticipated that the contingent interest rules will apply.

Under a de minimis rule, original issue discount on a Regular Interest 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 Interest multiplied by the weighted average maturity of the Regular Interest. For this purpose, the weighted average maturity is computed as the sum of the amounts determined by multiplying the number of full years (i.e., rounding down partial years) from the issue date until each distribution in reduction of stated redemption price at maturity is scheduled to be made by a fraction, the numerator of which is the amount of each distribution included in the stated redemption price at maturity of the Regular Interest and the denominator of which is the stated redemption price at maturity or anticipated repayment date of the Regular Interest. 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 on the Mortgage Loans used in pricing the transaction, i.e., the assumption that subsequent to the date of any determination the Mortgage Loans will prepay at a rate equal to 0% CPY; provided that it is assumed that the ARD Loan prepays on its anticipated repayment date (the “Prepayment Assumption”). See “Yield and Maturity Considerations—Weighted Average Life”. 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 Interest is held as a capital asset. Under the OID Regulations, however, Regular Interest Holders may

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elect to accrue all de minimis original issue discount, as well as market discount and premium, under the constant yield method. See “—Election To Treat All Interest Under the Constant Yield Method” below.

A holder of a Regular Interest issued with original issue discount 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 Interest accrued during an accrual period for each day on which it holds the Regular Interest, including the date of purchase but excluding the date of disposition. With respect to each such Regular Interest, a calculation will be made of the original issue discount that accrues during each successive full accrual period that ends on the day prior to each Distribution Date with respect to the Regular Interests, assuming that prepayments and extensions with respect to the Mortgage Loans will be made in accordance with the Prepayment Assumption. The original issue discount accruing in a full accrual period will be the excess, if any, of (i) the sum of (a) the present value of all of the remaining distributions to be made on the Regular Interest as of the end of that accrual period and (b) the distributions made on the Regular Interest during the accrual period that are included in the Regular Interest’s stated redemption price at maturity, over (ii) the adjusted issue price of the Regular Interest at the beginning of the accrual period. The present value of the remaining distributions referred to in the preceding sentence is calculated based on (i) the yield to maturity of the Regular Interest as of the Startup Day, (ii) events (including actual prepayments) that have occurred prior to the end of the accrual period and (iii) the assumption that the remaining payments will be made in accordance with the original Prepayment Assumption. For these purposes, the adjusted issue price of a Regular Interest at the beginning of any accrual period equals the issue price of the Regular Interest, increased by the aggregate amount of original issue discount with respect to the Regular Interest that accrued in all prior accrual periods and reduced by the amount of distributions included in the Regular Interest’s stated redemption price at maturity that were made on the Regular Interest that were attributable to 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.

Under the method described above, the daily portions of original issue discount required to be included as ordinary income by a Regular Interest Holder (other than a holder of a Class X Certificate) generally will increase to take into account prepayments on the Regular Interests 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. Due to the unique nature of interest only certificates, the preceding sentence may not apply in the case of the Class X Certificates.

Acquisition Premium

A purchaser of a Regular Interest at a price greater than its adjusted issue price and less than its remaining stated redemption price at maturity will be required to include in gross income the daily portions of the original issue discount on the Regular Interest 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 purchaser may elect to treat all such acquisition premium under the constant yield method, as described in “—Election To Treat All Interest Under the Constant Yield Method” below.

Market Discount

A purchaser of a Regular Interest also may be subject to the market discount rules of Code Sections 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 Interest (i) is exceeded by the remaining outstanding principal payments and non-qualified stated interest payments due on a Regular Interest, or (ii) in the case of a Regular Interest having original issue discount, is exceeded by the adjusted issue price of such Regular Interest 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 Interest as distributions includible in its stated redemption price at maturity are received, in an amount not exceeding any such distribution. Such market discount would accrue in a

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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, at the election of the holder, either (i) on the basis of a constant interest rate or (ii) in the ratio of interest accrued for the relevant period to the sum of the interest accrued for such period plus the remaining interest after the end of such period, or, in the case of classes 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 after 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 Interest 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 the Regular Interest over the interest (including original issue discount) distributable on the Regular Interest. The deferred portion of such interest expense in any taxable year generally will not exceed the accrued market discount on the Regular Interest 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 Interest is disposed of. As an alternative to the inclusion of market discount in income on the foregoing basis, the Regular Interest Holder may elect to include market discount in income currently as it accrues on all market discount instruments acquired by such Regular Interest Holder 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 making the election under Code Section 171 and an alternative manner in which such election may be deemed to be made.

Market discount with respect to a Regular Interest 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 Interest multiplied by the weighted average maturity of the Regular Interest remaining after the date of purchase. For this purpose, the weighted average maturity is determined by multiplying the number of full years (i.e., rounding down partial years) from the issue date until each distribution in reduction of stated redemption price at maturity is scheduled to be made by a fraction, the numerator of which is the amount of each such distribution included in the stated redemption price at maturity of the Regular Interest and the denominator of which is the total stated redemption price at maturity of the Regular Interest. It appears that de minimis market discount would be reported pro rata as principal payments are received. Treasury regulations implementing the market discount rules have not yet been proposed, and investors should therefore consult their own tax advisors regarding the application of these rules as well as the advisability of making any of the elections with respect to such 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 Interest purchased upon initial issuance or in the secondary market at a cost greater than its remaining stated redemption price at maturity generally is considered to be purchased at a premium. If the Regular Interest Holder holds such Regular Interest as a “capital asset” within the meaning of Code Section 1221, the Regular Interest Holder may elect under Code Section 171 to amortize such premium under the constant yield method. See “—Election To Treat All Interest Under the Constant Yield Method” below regarding making the election under Code Section 171 and an alternative manner in which the Code Section 171 election may be deemed to be made. Final Treasury regulations under Code Section 171 do not, by their terms, apply to prepayable obligations such as the Regular Interests. 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 Interests, although it is unclear whether the alternatives to the constant interest method described in “—Market Discount” above are available. Amortizable bond premium will be treated as an offset to interest income on a Regular Interest rather than as a separate deduction item. Based on the foregoing, it is anticipated that the Class A-1,

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Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M and Class B certificates will be issued at a premium for federal income tax purposes.

Election To Treat All Interest Under the Constant Yield Method

A holder of a debt instrument such as a Regular Interest 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, (i) “interest” includes stated interest, original issue discount, de minimis original issue discount, market discount and de minimis market discount, as adjusted by any amortizable bond premium or acquisition premium and (ii) the debt instrument is treated as if the instrument were issued on the holder’s acquisition date in the amount of the holder’s adjusted basis immediately after acquisition. It is unclear whether, for this purpose, the initial Prepayment Assumption would continue to apply or if a new prepayment assumption as of the date of the holder’s acquisition would apply. A holder generally may make such an election on an instrument by instrument basis or for a class or group of debt instruments. However, if the holder makes such an election with respect to a debt instrument with amortizable bond premium or with market discount, the holder is deemed to have made elections to amortize bond premium or to report market discount income currently as it accrues under the constant yield method, respectively, for all premium bonds held or acquired or market discount bonds acquired by the holder on the first day of the year of the election or thereafter. The election is made on the holder’s federal income tax return for the year in which the debt instrument is acquired and is irrevocable except with the approval of the IRS. Investors are encouraged to consult their tax advisors regarding the advisability of making such an election.

Treatment of Losses

Holders of the Regular Interests will be required to report income with respect to the Regular Interests on the accrual method of accounting, without giving effect to delays or reductions in distributions attributable to defaults or delinquencies on the Mortgage Loans, except to the extent it can be established that such losses are uncollectible. Accordingly, a Regular Interest Holder 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 generally may 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. The following discussion may not apply to holders of interest-only Regular Interests. Under Code Section 166, it appears that the holders of Regular Interests that are corporations or that otherwise hold the Regular Interests in connection with a trade or business should in general be allowed to deduct as an ordinary loss any such loss sustained (and not previously deducted) during the taxable year on account of any such Regular Interests becoming wholly or partially worthless, and that, in general, the Regular Interest Holders that are not corporations and do not hold the Regular Interests 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 of such Regular Interests becoming wholly worthless. Although the matter is not free from doubt, such non-corporate holders of Regular Interests should be allowed a bad debt deduction at such time as the principal balance of any class of such Regular Interests is reduced to reflect losses on the Mortgage Loans below such holder’s basis in the Regular Interests. The IRS, however, could take the position that non-corporate holders will be allowed a bad debt deduction to reflect such losses only after the classes of Regular Interests have been otherwise retired. The IRS could also assert that losses on a class of Regular Interests are deductible based on some other method that may defer such 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 that, with the possible exception of the method discussed in the following sentence, would be deductible only against future positive original issue discount or otherwise upon termination of the applicable class. Although not free from doubt, a holder of Regular Interests with negative original issue discount may be entitled to deduct a loss to the extent that its remaining basis would exceed the

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maximum amount of future payments to which such holder was entitled, assuming no further prepayments. No bad debt losses will be allowed with respect to the Class X Certificates. Regular Interest Holders are urged to consult their own tax advisors regarding the appropriate timing, amount and character of any loss sustained with respect to such Regular Interests. 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 the Regular Interests.

Yield Maintenance Charges and Prepayment Provisions

Yield maintenance charges and prepayment premiums actually collected on the Mortgage Loans will be distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class A-M, Class B, Class C and Class D certificates as described in “Description of the Certificates—Allocation of Yield Maintenance Charges and Prepayment Premiums”. It is not entirely clear under the Code when the amount of yield maintenance charges and prepayment premiums so allocated should be taxed to the holders of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class A-M, Class B, Class C and Class D certificates, but it is not expected, for federal income tax reporting purposes, that yield maintenance charges and prepayment premiums will be treated as giving rise to any income to the holder of such class of certificates prior to the certificate administrator’s actual receipt of yield maintenance charges and prepayment premiums. Yield maintenance charges and prepayment premiums, if any, may be treated as paid upon the retirement or partial retirement of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class A-M, Class B, Class C and Class D certificates. The IRS may disagree with these positions. Certificateholders should consult their own tax advisors concerning the treatment of yield maintenance charges and prepayment premiums.

Sale or Exchange of Regular Interests

If a Regular Interest Holder sells or exchanges a Regular Interest, such Regular Interest Holder will recognize gain or loss equal to the difference, if any, between the amount received and its adjusted basis in the Regular Interest. The adjusted basis of a Regular Interest generally will equal the cost of the Regular Interest 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 Interest and reduced by amounts included in the stated redemption price at maturity of the Regular Interest that were previously received by the seller, by any amortized premium, and by any deductible losses on the Regular Interest.

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 Interest realized by an investor that holds the Regular Interest as a capital asset will be capital gain or loss and will be long term or short term depending on whether the Regular Interest has been held for the long term capital gain holding period (more than one year). Such gain will be treated as ordinary income: (i) if the Regular Interest 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 Interest Holder’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 part of such transaction; (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; or (iii) 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 Regular Interest Holder if his yield on such Regular Interest 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 Regular Interest Holder with respect to the Regular Interest. In addition, gain or loss recognized from the sale of a Regular Interest 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 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.

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Taxes That May Be Imposed on a REMIC

Prohibited Transactions

Income from certain transactions by either Trust REMIC, called prohibited transactions, will not be part of the calculation of income or loss includible in the federal income tax returns of holders of the Class R certificates, but rather will be taxed directly to such Trust REMIC at a 100% rate. Prohibited transactions generally include (i) the disposition of a qualified mortgage other than for (a) substitution within two years of the Startup Day for a defective (including a defaulted) obligation (or repurchase in lieu of substitution of a defective (including a defaulted) obligation at any time) or for any qualified mortgage within three months of the Startup Day, (b) foreclosure, default or imminent default of a qualified mortgage, (c) bankruptcy or insolvency of the REMIC, or (d) a qualified (complete) liquidation, (ii) the receipt of income from assets that are not the type of mortgages or investments that the REMIC is permitted to hold, (iii) the receipt of compensation for services or (iv) the receipt of gain from disposition of cash flow investments other than pursuant to a qualified liquidation. Notwithstanding (i) and (iv), it is not a prohibited transaction to sell REMIC property to prevent a default on regular interests as a result of a default on qualified mortgages or to facilitate a qualified liquidation or a clean-up call. 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 a mortgage loan or the waiver of a “due-on-sale” or “due-on-encumbrance” clause. It is not anticipated that the Trust REMICs will engage in any prohibited transactions.

Contributions to a REMIC After the Startup Day

In general, a REMIC will be subject to a tax at a 100% rate on the value of any property contributed to the REMIC after the Startup Day. Exceptions are provided for cash contributions to the REMIC (i) during the three months following the Startup Day, (ii) made to a qualified reserve fund by a holder of a Class R certificate, (iii) in the nature of a guarantee, (iv) made to facilitate a qualified liquidation or clean-up call, and (v) as otherwise permitted in Treasury regulations yet to be issued. It is not anticipated that there will be any taxable contributions to the Trust REMICs.

Net Income from Foreclosure Property

The Lower-Tier REMIC will be subject to federal income tax at the highest corporate rate on “net income from foreclosure property”, determined by reference to the rules applicable to real estate investment trusts. Generally, property acquired by foreclosure or deed-in-lieu of foreclosure would be treated as “foreclosure property” until the close of the third calendar year beginning after the Lower-Tier REMIC’s acquisition of a REO Property, with a possible extension. Net income from foreclosure property generally means gain from the sale of a foreclosure property that is inventory property and gross income from foreclosure property other than qualifying rents and other qualifying income for a real estate investment trust.

In order for a foreclosed property to qualify as foreclosure property, any operation of the foreclosed property by the Lower-Tier REMIC generally must be conducted through an independent contractor. Further, such operation, even if conducted through an independent contractor, may give rise to “net income from foreclosure property”, taxable at the highest corporate rate. Payment of such tax by the Lower-Tier REMIC would reduce amounts available for distribution to Certificateholders.

The special servicer will be required to determine generally whether the operation of foreclosed property in a manner that would subject the Lower-Tier REMIC to such tax would be expected to result in higher after-tax proceeds than an alternative method of operating such property that would not subject the Lower-Tier REMIC to such tax.

Bipartisan Budget Act of 2015.

On November 2, 2015 President Obama signed into law the Bipartisan Budget Act of 2015 (the “2015 Budget Act”), which includes new audit rules affecting entities treated as partnerships, their

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partners and the persons that are authorized to represent entities treated as partnerships in IRS audits and related procedures. Under the 2015 Budget Act, these rules will also apply to REMICs, the holders of their residual interests and the trustees and administrators authorized to represent REMICs in IRS audits and related procedures (“TMPs” ). These new audit rules are scheduled to become effective for taxable years beginning with 2018 and will apply to both new and existing REMICs.

In addition to other changes, under the 2015 Budget Act, (1) unless a REMIC elects otherwise, taxes arising from IRS audit adjustments are required to be paid by the REMIC rather than by its residual interest holders, (2) a REMIC appoints one person to act as its sole representative in connection with IRS audits and related procedures and that representative’s actions, including agreeing to adjustments to REMIC taxable income, will be binding on residual interest holders more so than a TMP’s actions under the current rules and (3) if the IRS makes an adjustment to a REMIC’s taxable year, the holders of residual interests for the audited taxable year may have to take the adjustment into account for the taxable year in which the adjustment is made rather than for the audited taxable year.

The certificate administrator will have the authority to utilize, and will be directed to utilize, any exceptions available under the new provisions (including any changes) and Treasury regulations so that Residual Holders, to the fullest extent possible, rather than either Trust REMIC itself, will be liable for any taxes arising from audit adjustments to the Trust REMICs’ taxable income. It is unclear how any such exceptions may affect the procedural rules available to challenge any audit adjustment that would otherwise be available in the absence of any such exceptions.

Certificateholders should discuss with their own tax advisors the possible effect of the new rules on them.

Taxation of Certain Foreign Investors

Interest, including original issue discount, distributable to the Regular Interest Holders that are nonresident aliens, foreign corporations or other Non-U.S. Persons will be considered “portfolio interest” and, therefore, generally will not be subject to a 30% United States withholding tax; provided that such Non-U.S. Person (i) is not a “10 percent shareholder” within the meaning of Code Section 871(h)(3)(B) or a controlled foreign corporation described in Code Section 881(c)(3)(C) with respect to the REMIC and (ii) provides the certificate administrator, or the person that would otherwise be required to withhold tax from such distributions under Code Section 1441 or 1442, with an appropriate statement, signed under penalties of perjury, identifying the beneficial owner and stating, among other things, that the beneficial owner of the regular interest is a Non-U.S. Person. The appropriate documentation includes IRS 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; IRS Form W-8ECI if the Non-U.S. Person is eligible for an exemption on the basis of its income from the regular interest being effectively connected to a United States trade or business; IRS Form W-8BEN-E or W-8IMY if the Non-U.S. Person is a trust, depending on whether such trust is classified as the beneficial owner of the regular interest; and Form W-8IMY, with supporting documentation as specified in the Treasury regulations, required to substantiate exemptions from withholding on behalf of its partners, if the Non-U.S. Person is a partnership. With respect to IRS Forms W-8BEN, W-8BEN-E, W-8IMY and W-8ECI, each (other than IRS Form W-8IMY) expires after three full calendar years or as otherwise provided by applicable law. An intermediary (other than a partnership) must provide IRS Form W-8IMY, revealing all required information, including its name, address, taxpayer identification number, the country under the laws of which it is created, and certification that it is not acting for its own account. A “qualified intermediary” must certify that it has provided, or will provide, a withholding statement as required under Treasury regulations Section 1.1441-1(e)(5)(v), but need not disclose the identity of its account holders on its IRS Form W-8IMY, and may certify its account holders’ status without including each beneficial owner’s certification. A “non-qualified intermediary” must additionally certify that it has provided, or will provide, a withholding statement that is associated with the appropriate IRS Forms W-8 and W-9 required to substantiate exemptions from withholding on behalf of its beneficial owners. The term “intermediary” means a person acting as a custodian, a broker, nominee or otherwise as an agent for the beneficial owner of a regular interest. A “qualified intermediary” is generally a foreign financial institution or clearing

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organization or a non-U.S. branch or office of a U.S. financial institution or clearing organization that is a party to a withholding agreement with the IRS.

If such statement, or any other required statement, is not provided, 30% withholding will apply unless reduced or eliminated pursuant to an applicable tax treaty or unless the interest on the regular interest is effectively connected with the conduct of a trade or business within the United States by such Non-U.S. Person. In the latter case, such Non-U.S. Person will be subject to United States federal income tax at regular rates. Investors that are Non-U.S. Persons should consult their own tax advisors regarding the specific tax consequences to them of owning a regular interest.

“U.S. Person” means a citizen or resident of the United States, a corporation, partnership (except to the extent provided in the applicable Treasury regulations) or other entity created or organized in or under the laws of the United States, any State or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate that is subject to U.S. federal income tax regardless of the source of 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 such U.S. Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in the applicable Treasury regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Persons). A “Non-U.S. Person” is a person other than a U.S. Person.

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 and gross proceeds from the disposition of debt obligations that give rise to U.S.-source interest, on or after January 1, 2019, to “foreign financial institutions” and certain other foreign financial entities if those foreign entities fail to comply with the requirements of FATCA. The trustee or 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 trustee or certificate administrator with proof that they have complied with such requirements. Prospective investors should consult their tax advisors regarding the applicability of FATCA to their certificates.

Backup Withholding

Distributions made on the certificates, and proceeds from the sale of the certificates to or through certain brokers, may be subject to a “backup” withholding tax under Code Section 3406 at the rate of 28% on “reportable payments” (including interest distributions, original issue discount and, under certain circumstances, principal distributions) unless the Certificateholder is a U.S. Person and provides IRS Form W-9 with the correct taxpayer identification number; in the case of the Regular Interests, is a Non-U.S. Person and provides IRS Form W-8BEN or 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 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 certificates would be refunded by the IRS or allowed as a credit against the Certificateholder’s federal income tax liability. Information reporting requirements may also apply regardless of whether withholding is required. Holders are urged to contact their own tax advisors regarding the application to them of backup withholding and information reporting.

Information Reporting

Holders who are individuals (and certain domestic entities that are formed or availed of for purposes of holding, directly or indirectly, “specified foreign financial assets”) may be subject to certain foreign financial asset reporting obligations with respect to their certificates held through a financial account maintained by a foreign financial institution if the aggregate value of their certificates and their other “specified foreign financial assets” exceeds $50,000. Significant penalties can apply if a holder fails to disclose its specified foreign financial assets. We urge you to consult your tax advisor with respect to this and other reporting obligations with respect to your certificates.

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3.8% Medicare Tax on “Net Investment Income”

Certain non-corporate U.S. holders 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 different manner than the regular income tax. U.S. holders should consult their tax advisors with respect to their consequences with respect to the 3.8% Medicare tax.

Reporting Requirements

Each Trust REMIC will be required to maintain its books on a calendar year basis and to file federal income tax returns in a manner similar to a partnership. The form for such returns is IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return. The trustee will be required to sign each Trust REMIC’s returns.

Reports of accrued interest, original issue discount, if any, and information necessary to compute the accrual of any market discount on the regular interests will be made annually to the IRS and to individuals, estates, non-exempt and non-charitable trusts, and partnerships that are either Regular Interest Holders or beneficial owners that own regular interests through a broker or middleman as nominee. All brokers, nominees and all other nonexempt Regular Interest Holders (including corporations, non-calendar year taxpayers, securities or commodities dealers, placement agents, real estate investment trusts, investment companies, common trusts, 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 the REMIC. Holders through nominees must request such information from the nominee.

DUE TO THE COMPLEXITY OF THESE RULES AND THE CURRENT UNCERTAINTY AS TO THE MANNER OF THEIR APPLICATION TO THE ISSUING ENTITY AND CERTIFICATEHOLDERS, IT IS PARTICULARLY IMPORTANT THAT POTENTIAL INVESTORS CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX TREATMENT OF THEIR ACQUISITION, OWNERSHIP AND DISPOSITION OF THE CERTIFICATES.

Certain State and Local Tax Considerations

In addition to the federal income tax consequences described in “Material Federal Income Tax Considerations” above, purchasers of Offered Certificates should consider the state and local income tax consequences of the acquisition, ownership, and disposition of the Offered Certificates. State and local income tax law may differ substantially from the corresponding federal law, and this discussion does not purport to describe any aspect of the income tax laws of any state or locality.

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

You should consult with your tax advisor with respect to the various state and local and any other tax consequences of an investment in the Offered Certificates.

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Method of Distribution (Underwriter)

Subject to the terms and conditions set forth in an underwriting agreement (the “Underwriting Agreement”), among the Depositor and the Underwriters, the Depositor has agreed to sell to the Underwriters, and the Underwriters have severally, but not jointly, agreed to purchase from the depositor the respective Certificate Balance or the Notional Amount, as applicable, of each class of Offered Certificates set forth below subject in each case to a variance of 5%.

Class	Deutsche Bank Securities Inc.	KeyBanc Capital Markets Inc.	Jefferies LLC	Academy Securities, Inc.
Class A-1	$35,639,000	$0	$0	$0
Class A-2	$4,483,000	$0	$0	$0
Class A-3	$15,740,000	$0	$0	$0
Class A-SB	$60,282,000	$0	$0	$0
Class A-4	$200,000,000	$0	$0	$0
Class A-5	$248,192,000	$0	$0	$0
Class X-A	$614,723,000	$0	$0	$0
Class A-M	$50,387,000	$0	$0	$0
Class B	$40,310,000	$0	$0	$0
Class C	$42,325,000	$0	$0	$0

The Underwriting Agreement provides that the obligations of the underwriters will be subject to certain conditions precedent and that the underwriters will be obligated to purchase all Offered Certificates if any are purchased. In the event of a default by any underwriter, the Underwriting Agreement provides that, in certain circumstances, purchase commitments of the non-defaulting underwriter(s) may be increased or the Underwriting Agreement may be terminated.

The parties to the PSA have severally agreed to indemnify the underwriters, and the underwriters have agreed to indemnify the depositor and controlling persons of the depositor, against certain liabilities, including liabilities under the Securities Act, and will contribute to payments required to be made in respect of these liabilities.

The depositor has been advised by the underwriters that they propose to offer the Offered Certificates to the public from time to time in one or more negotiated transactions, or otherwise, at varying prices to be determined at the time of sale. Proceeds to the depositor from the sale of Offered Certificates will be approximately 107.40712637907% of the initial aggregate Certificate Balance of the Offered Certificates, plus accrued interest on the Offered Certificates from March 1, 2016, before deducting expenses payable by the depositor. The underwriters may effect the transactions by selling the Offered Certificates to or through dealers, and the dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the underwriters. In connection with the purchase and sale of the Offered Certificates, the underwriters and dealers may be deemed to have received compensation from the depositor in the form of underwriting discounts and commissions.

Expenses payable by the depositor are estimated at $5,004,842, excluding underwriting discounts and commissions.

We anticipate 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 those purchases, be deemed to be “underwriters” within the meaning of the Securities Act in connection with reoffers and resales by them of Offered Certificates. If you purchase Offered Certificates, you should consult with your legal advisors in this regard prior to any reoffer or resale. The underwriters expect to make, but are not obligated to make, a secondary market in the Offered Certificates. See “Risk Factors—Other Risks Relating to the Certificates—The Certificates May Have Limited Liquidity and the Market Value of the Certificates May Decline”.

The primary source of ongoing information available to investors concerning the Offered Certificates will be the monthly statements described in “Description of the Certificates—Reports to Certificateholders; Certain Available Information”. We cannot assure you that any additional information regarding the

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Offered Certificates will be available through any other source. In addition, we are not aware of any source through which price information about the Offered Certificates will be generally available on an ongoing basis. The limited nature of that information regarding the Offered Certificates may adversely affect the liquidity of the Offered Certificates, even if a secondary market for the Offered Certificates becomes available.

Deutsche Bank Securities Inc., an Underwriter, is an affiliate of the Depositor, one of the Sponsors and the certificate administrator and custodian. KeyBanc Capital Markets Inc., an Underwriter, is an affiliate of one of the Sponsors and the primary servicer. Jefferies LLC, an Underwriter, is an affiliate of one of the Sponsors.

A substantial portion of the net proceeds of this offering (after the payment of underwriting compensation and transaction expenses) is expected to be directed to affiliates of Deutsche Bank Securities Inc., KeyBanc Capital Markets Inc. and Jefferies LLC, which are Underwriters for this offering. That flow of funds will occur by means of the collective effect of the payment by the underwriters to the depositor, an affiliate of Deutsche Bank Securities Inc., of the purchase price for the Offered Certificates, the payment described in the next paragraph and the following payments: (i) the payment by the depositor to GACC, an affiliate of Deutsche Bank Securities Inc., in its capacity as a Sponsor, of the purchase price for the Mortgage Loans to be sold to the Depositor by GACC, (ii) the payment by the Depositor to KeyBank, an affiliate of KeyBanc Capital Markets Inc., in its capacity as a Sponsor, of the purchase price for the Mortgage Loans sold to the Depositor by KeyBank, and (iii) the payment by the Depositor to JLC, an affiliate of Jefferies LLC, in its capacity as a Sponsor, of the purchase price for the Mortgage Loans sold to the Depositor by JLC. See “Transaction Parties—The Sponsors and Mortgage Loan Sellers”.

As a result of the circumstances described above in this paragraph and the prior paragraph, Deutsche Bank Securities Inc., KeyBanc Capital Markets Inc. and Jefferies LLC have a “conflict of interest” within the meaning of Rule 5121 of the consolidated rules of The Financial Industry Regulatory Authority, Inc. In addition, other circumstances exist that result in the underwriters or their affiliates having conflicts of interest, notwithstanding that such circumstances may not constitute a “conflict of interest” within the meaning of such Rule 5121. See “Risk Factors—Risks Related to Conflicts of Interest—Interests and Incentives of the Underwriter Entities May Not Be Aligned With Your Interests”.

Incorporation of Certain Information by Reference

All reports filed or caused to be filed by the depositor with respect to the issuing entity before the termination of this offering pursuant to Section 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended, that relate to the Offered Certificates (other than Annual Reports on Form 10-K) will be deemed to be incorporated by reference into this prospectus, except that if a Non-Serviced PSA is entered into after termination of this offering, any Current Report on Form 8-K filed after termination of this offering that includes as an exhibit such Non-Serviced PSA will be deemed to be incorporated by reference into this prospectus.

The depositor will provide or cause to be provided without charge to each person to whom this prospectus is delivered in connection with this offering (including beneficial owners of the Offered Certificates), upon written or oral request of that person, a copy of any or all documents or reports incorporated in this prospectus by reference, in each case to the extent the documents or reports relate to the Offered Certificates, other than the exhibits to those documents (unless the exhibits are specifically incorporated by reference in those documents). Requests to the depositor should be directed in writing to its principal executive offices at 60 Wall Street, New York, New York 10005, Attention: President, or by telephone at (212) 250-2500.

Where You Can Find More Information

The depositor has filed a Registration Statement on Form SF-3 (SEC File No. 333-206705)(the “Registration Statement”) relating to multiple series of CMBS, including the Offered Certificates, with the

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SEC. This prospectus will form a part of the Registration Statement, but the Registration Statement includes additional information. Copies of the Registration Statement and other materials filed with or furnished to the SEC, including Distribution Reports on Form 10-D, Annual Reports on Form 10-K, Current Reports on Form 8-K, Forms ABS-15G, and any amendments to these reports may be read and copied at the Public Reference Section of the SEC, 100 F Street N.W., Washington, D.C. 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Information regarding the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site at “http://www.sec.gov” at which you can view and download copies of reports, proxy and information statements and other information filed or furnished electronically through the Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system. The SEC maintains computer terminals providing access to the EDGAR system at each of the offices referred to above.

The depositor has met the registrant requirements of Section I.A.1. of the General Instructions to the Registration Statement.

Copies of all reports of the issuing entity on Forms 10-D, 10-K and 8-K will also be made available on the website of the certificate administrator as soon as reasonably practicable after these materials are electronically filed with, or furnished to the SEC through the EDGAR system.

Financial Information

The issuing entity will be newly formed and will not have engage in any business activities or have any assets or obligations prior to the issuance of the Offered Certificates. Accordingly, no financial statements with respect to the issuing entity are included in this prospectus.

The depositor has determined that its financial statements will not be material to the offering of the Offered Certificates.

Certain ERISA Considerations

General

The Employee Retirement Income Security Act of 1974, as amended, or ERISA, and Code Section 4975 impose certain requirements on retirement plans, and on certain other employee benefit plans and arrangements, including individual retirement accounts and annuities, Keogh plans, collective investment funds, insurance company separate accounts and some insurance company general accounts in which those plans, accounts or arrangements are invested that are subject to the fiduciary responsibility provisions of ERISA or Code Section 4975 (all of which are referred to as “Plans”), and on persons who are fiduciaries with respect to Plans, in connection with the investment of Plan assets. Certain employee benefit plans, such as governmental plans (as defined in ERISA Section 3(32)), and, if no election has been made under Code Section 410(d), church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements. However, those plans may be subject to the provisions of other applicable federal, state or local law (“Similar Law”) materially similar to the foregoing provisions of ERISA or the Code. Moreover, those plans, if qualified and exempt from taxation under Code Sections 401(a) and 501(a), are subject to the prohibited transaction rules set forth in Code Section 503.

ERISA generally imposes on Plan fiduciaries certain general fiduciary requirements, including those of investment prudence and diversification and the requirement that a Plan’s investments be made in accordance with the documents governing the Plan. In addition, ERISA and the Code prohibit a broad range of transactions involving assets of a Plan and persons (“Parties in Interest”) who have certain specified relationships to the Plan, unless a statutory, regulatory or administrative exemption is available. Certain Parties in Interest that participate in a prohibited transaction may be subject to an excise tax imposed pursuant to Code Section 4975, unless a statutory, regulatory or administrative exemption is available. These prohibited transactions generally are set forth in Section 406 of ERISA and Code Section 4975. Special caution should be exercised before the assets of a Plan are used to purchase an Offered Certificate if, with respect to those assets, the depositor, any servicer or the trustee or any of their

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affiliates, either: (a) has investment discretion with respect to the investment of those assets of that Plan; or (b) has authority or responsibility to give, or regularly gives, investment advice with respect to those assets for a fee and pursuant to an agreement or understanding that the advice will serve as a primary basis for investment decisions with respect to those assets and that the advice will be based on the particular investment needs of the Plan; or (c) is an employer maintaining or contributing to the Plan.

Before purchasing any Offered Certificates with Plan assets, a Plan fiduciary should consult with its counsel and determine whether there exists any prohibition to that purchase under the requirements of ERISA or Code Section 4975, whether any prohibited transaction class exemption or any individual administrative prohibited transaction exemption (as described below) applies, including whether the appropriate conditions set forth in those exemptions would be met, or whether any statutory prohibited transaction exemption is applicable. Fiduciaries of plans subject to a Similar Law should consider the need for, and the availability of, an exemption under such applicable Similar Law.

Plan Asset Regulations

A Plan’s investment in Offered Certificates may cause the assets of the issuing entity to be deemed Plan assets. Section 2510.3-101 of the regulations of the United States Department of Labor (“DOL”), as modified by Section 3(42) of ERISA, provides that when a Plan acquires an equity interest in an entity, the Plan’s assets include both the equity interest and an undivided interest in each of the underlying assets of the entity, unless certain exceptions not applicable to this discussion apply, or unless the equity participation in the entity by “benefit plan investors” (that is, Plans and entities whose underlying assets include plan assets) is not “significant”. For this purpose, in general, equity participation in an entity 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.

In general, 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 those assets for a fee, is a fiduciary of the investing Plan. If the assets of the issuing entity constitute Plan assets, then any party exercising management or discretionary control regarding those assets, such as a master servicer, a special servicer or any sub-servicer, may be deemed to be a Plan “fiduciary” with respect to the investing Plan, and thus subject to the fiduciary responsibility provisions and prohibited transaction provisions of ERISA and Code Section 4975. In addition, if the assets of the issuing entity constitute Plan assets, the purchase of Offered Certificates by a Plan, as well as the operation of the issuing entity, may constitute or involve a prohibited transaction under ERISA or the Code.

Administrative Exemptions

The U.S. Department of Labor has issued an administrative exemption to Deutsche Bank Securities Inc., as Department Final Authorization Number 97-03E, as amended by Prohibited Transaction Exemption 2013-08, 78 Fed. Reg. 41,090 (July 9, 2013)(the “Exemption”). The Exemption generally exempts from the application of the prohibited transaction provisions of Sections 406 and 407 of ERISA, and the excise taxes imposed on prohibited transactions pursuant to Sections 4975(a) and (b) of the Code, certain transactions, among others, relating to the servicing and operation of pools of mortgage loans, such as the Mortgage Pool held by the issuing entity, and the purchase, sale and holding of mortgage pass-through certificates, such as the Offered Certificates, underwritten by Deutsche Bank Securities Inc., provided that certain conditions set forth in the Exemption are satisfied. The depositor expects that the Exemption generally will apply to the Offered Certificates.

The Exemption sets forth five general conditions that must be satisfied for a transaction involving the purchase, sale and holding of the Offered Certificates to be eligible for exemptive relief:

First, the acquisition of the Offered Certificates by a Plan must be on terms (including the price paid for the Offered Certificates) 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 Offered Certificates at the time of acquisition by the Plan 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 other member of the Restricted Group other than an underwriter. The “Restricted Group” consists of any underwriter, the depositor, the trustee, the master servicer, the special servicer, any sub-servicer, any entity that provides insurance or other credit support to the issuing entity and any borrower with respect to mortgage loans constituting more than 5% of the aggregate unamortized principal balance of the mortgage loans as of the date of initial issuance of the Offered Certificates, and any affiliate of any of the foregoing entities.

Fourth, the sum of all payments made to and retained by the underwriters must represent not more than reasonable compensation for underwriting the Offered Certificates, the sum of all payments made to and retained by the depositor pursuant to the assignment of the mortgage loans to the issuing entity must represent not more than the fair market value of the mortgage loans and the sum of all payments made to and retained by the master servicer, the special servicer and any sub-servicer must represent not more than reasonable compensation for that person’s services under the PSA and reimbursement of the person’s reasonable expenses in connection therewith.

Fifth, the investing Plan must be an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act.

It is a condition of the issuance of the Offered Certificates that they have the ratings described above required by the Exemption and the depositor believes that each of the Rating Agencies qualifies as an Exemption Rating Agency. Consequently, the second general condition set forth above will be satisfied with respect to the Offered Certificates as of the Closing Date. As of the Closing Date, the third general condition set forth above will be satisfied with respect to the Offered Certificates. In addition, the depositor believes that the fourth general condition set forth above will be satisfied with respect to the Offered Certificates. A fiduciary of a Plan contemplating purchasing an Offered Certificate in the secondary market must make its own determination that, at the time of purchase, the Offered Certificates continue to satisfy the second general condition set forth above. A fiduciary of a Plan contemplating purchasing an Offered Certificate, whether in the initial issuance of the Offered Certificates or in the secondary market, must make its own determination that the first and fifth general conditions set forth above will be satisfied with respect to the related Offered Certificate.

The Exemption also requires that the issuing entity meet the following requirements: (1) the issuing entity must consist solely of assets of the type that have been included in other investment pools; (2) certificates in those other investment pools must have been rated in one of the four highest categories by at least one of the Exemption Rating Agencies for at least one year prior to the Plan’s acquisition of Offered Certificates; and (3) certificates in those other investment pools must have been purchased by investors other than Plans for at least one year prior to any Plan’s acquisition of Offered Certificates.

The depositor believes that the conditions to the applicability of the Exemption will generally be met with respect to the Offered Certificates, other than those conditions which are dependent on facts unknown to the depositor or which it cannot control, such as those relating to the circumstances of the Plan purchaser or the Plan fiduciary making the decision to purchase any such Offered Certificates.

If the general conditions of the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA (as well as the excise taxes imposed by Code Sections 4975(a) and (b) by reason of Code Sections 4975(c)(1)(A) through (D)) in connection with (1) the direct or indirect sale, exchange or transfer of Offered Certificates in the initial issuance of certificates between the depositor or the underwriters and a Plan when the depositor, any of the underwriters, the trustee, the master servicer, the special servicer, a sub-servicer or a borrower is a party in interest with respect to the investing Plan, (2) the direct or indirect acquisition or disposition in the secondary market of the Offered Certificates by a Plan and (3) the holding of Offered Certificates by a Plan. However, no exemption is provided from the restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of an Offered Certificate on behalf of an “Excluded Plan” by any  

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person who has discretionary authority or renders investment advice with respect to the assets of the Excluded Plan. For purposes of this prospectus, an “Excluded Plan” is a Plan sponsored by any member of the Restricted Group.

If certain specific conditions of the Exemption are also satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(b)(1) and (b)(2) of ERISA and the taxes imposed by Code Section 4975(c)(1)(E) in connection with (1) the direct or indirect sale, exchange or transfer of Offered Certificates in the initial issuance of certificates between the depositor or the underwriters and a Plan when the person who has discretionary authority or renders investment advice with respect to the investment of Plan assets in those certificates is (a) a borrower with respect to 5% or less of the fair market value of the mortgage loans or (b) an affiliate of that person, (2) the direct or indirect acquisition or disposition in the secondary market of Offered Certificates by a Plan and (3) the holding of Offered Certificates by a Plan.

Further, if certain specific conditions of the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a), 406(b) and 407(a) of ERISA, and the taxes imposed by Code Sections 4975(a) and (b) by reason of Code Section 4975(c) for transactions in connection with the servicing, management and operation of the Mortgage Pool.

A fiduciary of a Plan should consult with its counsel with respect to the applicability of the Exemption. The fiduciary of a plan not subject to ERISA or Code Section 4975, such as a governmental plan, should determine the need for and availability of exemptive relief under applicable Similar Law. A purchaser of an Offered Certificate should be aware, however, that even if the conditions specified in one or more exemptions are satisfied, the scope of relief provided by an exemption may not cover all acts which might be construed as prohibited transactions.

Insurance Company General Accounts

Sections I and III of Prohibited Transaction Class Exemption (“PTCE”) 95-60 exempt from the application of the prohibited transaction provisions of Sections 406(a), 406(b) and 407(a) of ERISA and Code Section 4975 transactions in connection with the acquisition of a security (such as a certificate issued by the issuing entity) as well as the servicing, management and operation of a trust (such as the issuing entity) in which an insurance company general account has an interest as a result of its acquisition of certificates issued by the issuing entity, provided that certain conditions are satisfied. If these conditions are met, insurance company general accounts investing assets that are treated as assets of Plans would be allowed to purchase certain classes of certificates which do not meet the ratings requirements of the Exemption. All other conditions of the Exemption would have to be satisfied in order for PTCE 95-60 to be available. Before purchasing any class of Offered Certificates, an insurance company general account seeking to rely on Sections I and III of PTCE 95-60 should itself confirm that all applicable conditions and other requirements have been satisfied.

Section 401(c) of ERISA provides certain exemptive relief from the provisions of Part 4 of Title I of ERISA and Code Section 4975, including the prohibited transaction restrictions imposed by ERISA and the related excise taxes imposed by the Code, for transactions involving an insurance company general account. Pursuant to Section 401(c) of ERISA, the DOL issued regulations (“401(c) Regulations”), generally effective July 5, 2001, to provide guidance for the purpose of determining, in cases where insurance policies supported by an insurance company’s general account are issued to or for the benefit of a Plan on or before December 31, 1998, which general account assets constitute Plan assets. Any assets of an insurance company general account which support insurance policies issued to a Plan after December 31, 1998 or issued to Plans on or before December 31, 1998 for which the insurance company does not comply with the 401(c) Regulations may be treated as Plan assets. In addition, because Section 401(c) of ERISA does not relate to insurance company separate accounts, separate account assets are still generally treated as Plan assets of any Plan invested in that separate account. Insurance companies contemplating the investment of general account assets in the Offered Certificates should consult with their counsel with respect to the applicability of Section 401(c) of ERISA.

402

Due to the complexity of these rules and the penalties imposed upon persons involved in prohibited transactions, it is particularly important that potential investors who are Plan fiduciaries or who are investing Plan assets consult with their counsel regarding the consequences under ERISA and the Code of their acquisition and ownership of certificates.

THE SALE OF OFFERED CERTIFICATES TO A PLAN IS IN NO RESPECT A REPRESENTATION BY THE DEPOSITOR OR ANY OF THE UNDERWRITERS THAT THIS INVESTMENT MEETS ANY RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY PLANS GENERALLY OR ANY PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR PLANS GENERALLY OR ANY PARTICULAR PLAN.

Legal Investment

None of the classes of Offered Certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended (“SMMEA”). Generally, the only classes of Offered Certificates which will qualify as “mortgage related securities” will be those that (1) are rated in one of the two highest rating categories by at least one nationally recognized statistical rating organization, as defined in Section 3(a)(62) of the Exchange Act (“NRSRO”); and (2) are part of a series evidencing interests in a trust consisting of loans originated by certain types of originators specified in SMMEA and secured by first liens on real estate.

Although Section 939(e) of the Dodd-Frank Act amended SMMEA, effective July 21, 2012, so as to require the SEC to establish creditworthiness standards by that date in substitution for the foregoing ratings test, the SEC has neither proposed nor adopted a rule establishing new creditworthiness standards for purposes of SMMEA as of the date of this prospectus. However, the SEC has issued a transitional interpretation (Release No. 34-67448 (effective July 20, 2012)), which provides that, until such time as final rules establishing new standards of creditworthiness become effective, the standard of creditworthiness for purposes of the definition of the term “mortgage related security” is a security that is rated in one of the two highest rating categories by at least one NRSRO. Depending on the standards of creditworthiness that are ultimately established by the SEC, it is possible that certain classes of Offered Certificates specified to be “mortgage related securities” for purposes of SMMEA may no longer qualify as such as of the time such new standards are effective.

The appropriate characterization of the Offered Certificates under various legal investment restrictions, and thus the ability of investors subject to those restrictions to purchase the Offered Certificates, are subject to significant interpretive uncertainties. We make no representation as to the proper characterization of the Offered Certificates for legal investment, financial institution regulatory, or other purposes, or as to the ability of particular investors to purchase any Offered Certificates under applicable legal investment restrictions. Further, any ratings downgrade of a class of Offered 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. The uncertainties described above (and any unfavorable future determinations concerning the legal investment or financial institution regulatory characteristics of the Offered Certificates) may adversely affect the liquidity and market value of the Offered Certificates.

Accordingly, if your investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities, you should consult with your own legal advisors in determining whether and to what extent the Offered Certificates constitute legal investments or are subject to investment, capital, or other regulatory restrictions.

The issuing entity will not be registered under the Investment Company Act of 1940, as amended. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended contained in Section 3(c)(5) of the Investment Company Act of 1940, as amended, or Rule 3a-7 under the Investment Company Act of 1940, as amended, although there may be additional exclusions or exemptions available to the issuing entity.  

403

The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act.

Legal Matters

The validity of the Offered Certificates and material federal income tax matters will be passed upon for the Depositor by Sidley Austin LLP, New York, New York. Certain legal matters will be passed upon for the Underwriters by Sidley Austin LLP, New York, New York.

Ratings

It is a condition to their issuance that the Offered Certificates receive investment grade credit ratings from each of the Rating Agencies engaged by the Depositor to rate such class of certificates.

We are not obligated to maintain any particular rating with respect to any class of Offered Certificates. Changes affecting the Mortgaged Properties, the parties to the PSA or another person may have an adverse effect on the ratings of the Offered Certificates, and thus on the liquidity, market value and regulatory characteristics of the Offered Certificates, although such adverse changes would not necessarily be an event of default under the applicable Mortgage Loan.

The ratings address the likelihood of full and timely receipt by the Certificateholders of all distributions of interest at the applicable Pass-Through Rate on the Offered Certificates to which they are entitled on each distribution date and the ultimate payment in full of the Certificate Balance of each class of Offered Certificates on a date that it not later than the Rated Final Distribution Date with respect to such class of certificates. The Rated Final Distribution Date will be the distribution date in February 2049. See “Yield and Maturity Considerations” and “Pooling and Servicing Agreement—Advances”. Any ratings of each Offered Certificates should be evaluated independently from similar ratings on other types of securities.

The ratings are not a recommendation to buy, sell or hold securities, a measure of asset value or an indication of the suitability of an investment, and may be subject to revision or withdrawal at any time by any Rating Agency. In addition, these ratings do not address: (a) the likelihood, timing, or frequency of prepayments (both voluntary and involuntary) and their impact on interest payments or the degree to which such prepayments might differ from those originally anticipated, (b) the possibility that a Certificateholder might suffer a lower than anticipated yield, (c) the likelihood of receipt of yield maintenance charges, prepayment charges, prepayment premiums, prepayment fees or penalties, default interest or post-anticipated repayment date additional interest, (d) the likelihood of experiencing any Prepayment Interest Shortfalls, an assessment of whether or to what extent the interest payable on any class of Offered Certificates may be reduced in connection with any Prepayment Interest Shortfalls, or of receiving Compensating Interest Payments, (e) the tax treatment of the Offered Certificates or effect of taxes on the payments received, (f) the likelihood or willingness of the parties to the respective documents to meet their contractual obligations or the likelihood or willingness of any party or court to enforce, or hold enforceable, the documents in whole or in part, (g) an assessment of the yield to maturity that investors may experience, (h) the likelihood, timing or receipt of any payments of interest to the holders of the Offered Certificates resulting from an increase in the interest rate on any Mortgage Loan in connection with a Mortgage Loan modification, waiver or amendment, (i) Excess Interest, or (j) other non-credit risks, including, without limitation, market risks or liquidity.

The ratings take into consideration the credit quality of the underlying Mortgaged Properties and the Mortgage Loans, structural and legal aspects associated with the Offered Certificates, and the extent to which the payment stream of the Mortgage Loans is adequate to make payments required under the Offered Certificates. However, as noted above, the ratings do not represent an assessment of the likelihood, timing or frequency of principal prepayments (both voluntary and involuntary) by the borrowers, or the degree to which such prepayments might differ from those originally anticipated. In general, the ratings address credit risk and not prepayment risk. Ratings are forward-looking opinions about credit risk and express an agency’s opinion about the ability and willingness of an issuer of securities to meet its financial obligations in full and on time. Ratings are not indications of investment merit. In addition, the

404

ratings do not represent an assessment of the yield to maturity that investors may experience or the possibility that investors might not fully recover their initial investment in the event of delinquencies or defaults or rapid prepayments on the Mortgage Loans (including both voluntary and involuntary prepayments) or the application of any realized losses. In the event that holders of such certificates do not fully recover their investment as a result of rapid principal prepayments on the Mortgage Loans, all amounts “due” to such holders will nevertheless have been paid, and such result is consistent with the ratings assigned to such certificates. As indicated in this prospectus, holders of the certificates with Notional Amounts are entitled only to payments of interest on the related Mortgage Loans. If the Mortgage Loans were to prepay in the initial month, with the result that the holders of the certificates with Notional Amounts receive only a single month’s interest and therefore, suffer a nearly complete loss of their investment, all amounts “due” to such holders will nevertheless have been paid, and such result is consistent with the rating received on those certificates. The Notional Amounts of the certificates with Notional Amounts on which interest is calculated may be reduced by the allocation of realized losses and prepayments, whether voluntary or involuntary. The ratings do not address the timing or magnitude of reductions of such Notional Amount, but only the obligation to pay interest timely on the Notional Amount, as so reduced from time to time. Therefore, the ratings of the certificates with Notional Amounts should be evaluated independently from similar ratings on other types of securities. See “Risk Factors—Other Risks Relating to the Certificates—Your Yield May Be Affected by Defaults, Prepayments and Other Factors” and “Yield and Maturity Considerations”.

Although the depositor will prepay fees for ongoing rating surveillance by certain of the Rating Agencies, the depositor has no obligation or ability to ensure that any Rating Agency performs ratings surveillance. In addition, a Rating Agency may cease ratings surveillance if the information furnished to that Rating Agency is insufficient to allow it to perform surveillance.

405

Index of Defined Terms

17g-5 Information Provider	247
1986 Act	386
1996 Act	366
2015 Budget Act	393
2nd Largest Tenant	120
2nd Largest Tenant Lease Expiration	120
3rd Largest Tenant	120
3rd Largest Tenant Lease Expiration	120
401(c) Regulations	402
4th Largest Tenant	120
4th Largest Tenant Lease Expiration	120
5th Largest Tenant	120
5th Largest Tenant Lease Expiration	120
Acceptable Insurance Default	292
Acting General Counsel’s Letter	115
Actual/360 Basis	152
Actual/360 Loans	270
ADA	369
Administrative Cost Rate	228
ADR	118
Advances	266
Affirmative Asset Review Vote	323
Allocated Loan Amount	118
Annual Debt Service	118
Anticipated Repayment Date	152
Appraisal Reduction Amount	286
Appraisal Reduction Event	285
Appraised Value	118
Appraised-Out Class	289
ARD Loans	152
Assessment of Compliance	348
Asset Representations Reviewer Asset
Review Fee	284
Asset Representations Reviewer Cap	284
Asset Review	324
Asset Review Notice	323
Asset Review Quorum	323
Asset Review Report	325
Asset Review Report Summary	325
Asset Review Standard	324
Asset Review Trigger	321
Asset Review Vote Election	322
Asset Reviewer Termination Event	327
Asset Status Report	299
Assumed Final Distribution Date	234
Assumed Scheduled Payment	229
Attestation Report	348
Available Funds	222
Balloon Balance	119
Balloon LTV	121
Base Interest Fraction	234
Beds	126

Benefit Plan Investors	400
Birch Run Premium Outlets Companion
Loans	176
Birch Run Premium Outlets Control
Note Securitization Date	177
Birch Run Premium Outlets Directing
Certificateholder	178
Birch Run Premium Outlets
Intercreditor Agreement	177
Birch Run Premium Outlets Mortgage
Loan	176
Birch Run Premium Outlets Mortgaged
Property	176
Birch Run Premium Outlets Non-
Controlling Note Holder	179
Birch Run Premium Outlets Note A-1-B
Companion Loan	176
Birch Run Premium Outlets Note A-2
Companion Loan	176
Birch Run Premium Outlets Note A-3
Companion Loan	176
Birch Run Premium Outlets Note A-4
Companion Loan	176
Birch Run Premium Outlets
Noteholders	177
Birch Run Premium Outlets Pooling
and Servicing Agreement	177
Birch Run Premium Outlets Whole
Loan	177
Borrower Party	241
Borrower Party Affiliate	241
Breach Notice	258
C(WUMP)O	13
CERCLA	366
Certificate Administrator/Trustee Fee	283
Certificate Administrator/Trustee Fee
Rate	283
Certificate Balance	221
Certificate Owners	249
Certificateholder	242
Certificateholder Quorum	330
Certificateholder Repurchase Request	339
Certifying Certificateholder	251
Class A Certificates	220
Class A-SB Planned Principal Balance	230
Class X Certificates	220
Clearstream	248
Clearstream Participants	250
Closing Date	118
CMAE	212
CMBS	47, 183
Code	384

406

Collection Account	269
Collection Period	223
Columbus Park Crossing Companion
Loan	173
Columbus Park Crossing Intercreditor
Agreement	173
Columbus Park Crossing Mortgage
Loan	172
Columbus Park Crossing Mortgaged
Property	173
Columbus Park Crossing Non-
Controlling Note Holder	174
Columbus Park Crossing Noteholders	173
Columbus Park Crossing Whole Loan	173
COMM 2016-CCRE28 Certificate
Administrator	175, 180
COMM 2016-CCRE28 Directing
Certificateholder	175, 181
COMM 2016-CCRE28 Master Servicer	175, 180
COMM 2016-CCRE28 Pooling and
Servicing Agreement	175, 180
COMM 2016-CCRE28 Special Servicer	175, 180
COMM 2016-CCRE28 Trustee	175, 180
Communication Request	251
Companion Loan Holder	162
Companion Loans	117
Compensating Interest Payment	236
Constant Prepayment Rate	375
Consultation Termination Event	311
Control Eligible Certificates	307
Control Termination Event	311
Controlling Class	307
Controlling Class Certificateholder	307
Controlling Companion Loan	162
Corrected Loan	299
CPR	375
CREFC®	239
CREFC® Intellectual Property Royalty
License Fee	284
CREFC® Intellectual Property Royalty
License Fee Rate	285
CREFC® Reports	239
Crossover Date	226
CRR	102
Cure/Contest Period	325
Current LTV	120
Cut-off Date	117
Cut-off Date Balance	119
Cut-off Date LTV	120
Cut-off Date LTV Ratio	120
Cut-off Date UW NCF	123
CWCAM	212
Daily Portions	389
DBRS	317
DBTCA	207
Debt Service Coverage Ratio	124

Defaulted Loan	304
Defeasance Deposit	155
Defeasance Loans	155
Defeasance Lock-Out Period	155
Defeasance Option	155
Definitive Certificate	248
Delinquent Loan	322
Depositaries	248
Depositor	205
Determination Date	221
Diligence File	255
Directing Certificateholder	306
Disclosable Special Servicer Fees	282
Dispute Resolution Consultation	341
Dispute Resolution Cut-off Date	341
Distribution Accounts	269
Distribution Date	221
DMARC	183
Dodd-Frank Act	103
DOL	400
DSCR	124
DTC	248
DTC Participants	248
DTC Rules	249
Due Date	152, 223
Due Diligence Requirement	102
EDGAR	399
EEA	102
Eligible Asset Representations
Reviewer	326
Eligible Operating Advisor	317
Enforcing Party	339
Enforcing Servicer	339
ESA	186
Escrow/Reserve Mitigating
Circumstances	189
EU Prospectus Directive	11, 12
Euroclear	248
Euroclear Operator	250
Euroclear Participants	250
Excess Interest	221
Excess Interest Distribution Account	270
Excess Prepayment Interest Shortfall	236
Exchange Act	182, 191
Excluded Controlling Class Holder	241
Excluded Controlling Class Loan	242
Excluded Information	242
Excluded Loan	242
Excluded Plan	402
Excluded Special Servicer	331
Excluded Special Servicer Mortgage
Loan	331
Exemption	400
Exemption Rating Agency	401
FATCA	395
FDIA	114

407

FDIC	115
FETL	15
FIEL	15
Final Asset Status Report	315
Final Dispute Resolution Election
Notice	341
FIRREA	116, 186
Fitch	317
FSCMA	15
FSMA	13
GACC	182
GACC Data Tape	184
GACC Deal Team	184
GACC Mortgage Loans	183
Gain-on-Sale Reserve Account	270
Garn Act	368
GLA	119
Grace Period	152
Grantor Trust	45, 385
Hard Lockbox	119
IKB Action	208
Indirect Participants	248
Initial Pool Balance	117
Initial Rate	152
Initial Requesting Certificateholder	339
In-Place Cash Management	120
Insurance and Condemnation
Proceeds	269
Intercontinental Kansas City Hotel
Companion Loan	170
Intercontinental Kansas City Hotel
Intercreditor Agreement	171
Intercontinental Kansas City Hotel
Mortgage Loan	170
Intercontinental Kansas City Hotel
Mortgaged Property	170
Intercontinental Kansas City Hotel Non-
Controlling Note Holder	172
Intercontinental Kansas City Hotel
Noteholders	171
Intercontinental Kansas City Hotel
Whole Loan	171
Intercreditor Agreement	162
Interest Accrual Amount	228
Interest Accrual Period	228
Interest Distribution Amount	228
Interest Rate	120
Interest Reserve Account	270
Interest Shortfall	228
Interested Person	305
Intermediary	394
Investment Company Act	1
Investor Certification	242
Investor Q&A Forum	246
Investor Registry	246
IO Group YM Distribution Amount	233

Jefferies LoanCore	197
JLC	197
JLC Data Tape	199
JLC Financing Affiliates	197
JLC Mortgage Loans	197
JLC Review Team	198
KBNA Transferred Loans	217
KBRA	317
KeyBank	192
KeyBank Data Tape	193
KeyBank Mortgage Loans	192
KeyBank Parties	217
KeyBank Primary Servicing Agreement	217
KeyBank Review Team	192
KeyBank Serviced Loans	215
Largest Tenant	120
Largest Tenant Lease Expiration	120
Liquidation Fee	279
Liquidation Proceeds	269, 279
Loan Per Net Rentable Area	120
Loan-Specific Directing Holder	312
Loan-Specific REMIC Distribution
Account	269
Loan-to-Value Ratio	120
Loan-to-Value Ratio at Maturity or ARD	121
Loss of Value Payment	259
Lower-Tier Regular Interests	384
Lower-Tier REMIC	45
Lower-Tier REMIC Distribution Account	269
Lower-Tier REMICs	384
LTV Ratio	120
LTV Ratio at Maturity or ARD	121
MAI	260
Major Decision	308
Market Discount	389
MAS	14
Master Servicer Decision	294
Master Servicer Remittance Date	265
Master Servicing Fee	277
Master Servicing Fee Rate	277
Material Defect	257
Maturity Date LTV Ratio	121
Maturity Date or ARD LTV	121
MLPA	252
Modeling Assumptions	376
Modification Fees	281
Modified Mortgage Loan	285
Moody’s	317
Morningstar	317
Mortgage	117
Mortgage File	252
Mortgage Loan	117
Mortgage Loan Seller	182
Mortgage Note	117
Mortgage Pool	117
Mortgage Rate	228

408

Mortgaged Property	117
Most Recent NOI	121
MSA	121
Net Default Interest	276
Net Mortgage Rate	227
Net Operating Income	121
Net Prepayment Interest Excess	235
NI 33-105	16
NOI	121
NOI Date	121
Non-Offered Certificates	220
non-qualified intermediary	394
Nonrecoverable Advance	267
Non-Reduced Certificates	330
Non-Serviced Certificate Administrator	163
Non-Serviced Companion Loan	163
Non-Serviced Master Servicer	163
Non-Serviced Mortgage Loan	163
Non-Serviced PSA	163
Non-Serviced Securitization Trust	164
Non-Serviced Special Servicer	163
Non-Serviced Trustee	163
Non-Serviced Whole Loan	163
Non-U.S. Person	395
Notional Amount	221
NRA	121
NRSRO	403
NRSRO	241, 334
NRSRO Certification	243
NY Derivative Action	207
Occupancy	121
Occupancy Date	122
Offered Certificates	220
Offsetting Modification Fees	282
OID Regulations	387
OLA	115
Operating Advisor Consulting Fee	283
Operating Advisor Fee	283
Operating Advisor Fee Rate	283
Operating Advisor Standard	316
Operating Advisor Termination Event	319
Original Balance	122
P&I Advance	265
Pads	126
PAR	187
Pari Passu Companion Loans	117
Pari Passu Loan Primary Servicing Fee
Rate	228
Participants	248
Parties in Interest	399
Pass-Through Rate	226
Patriot Act	370
Periodic Payments	222
Permitted Investments	222, 270
Permitted Special Servicer/Affiliate
Fees	282

PIPs	68, 138
Plaintiff Investors	207
Plans	399
PML	202
PRC	13
Preliminary Dispute Resolution Election
Notice	340
Prepayment Assumption	388
Prepayment Interest Excess	235
Prepayment Interest Shortfall	235
Prepayment Penalty Description	122
Prepayment Provision	122
Prime Rate	269
Principal Distribution Amount	228
Principal Shortfall	230
Privileged Information	318
Privileged Information Exception	318
Privileged Person	241
Prohibited Prepayment	236
Promenade Gateway Companion Loan	175
Promenade Gateway Intercreditor
Agreement	175
Promenade Gateway Mortgage Loan	174
Promenade Gateway Mortgaged
Property	175
Promenade Gateway Non-Controlling
Note Holder	176
Promenade Gateway Noteholders	175
Promenade Gateway Whole Loan	175
Proposed Course of Action	340
Proposed Course of Action Notice	340
PSA Party Repurchase Request	339
PTCE	402
Purchase Price	259
Qualified Intermediary	394
Qualified Replacement Special
Servicer	330
Qualified Substitute Mortgage Loan	259
RAC No-Response Scenario	346
Rated Final Distribution Date	235
Rating Agencies	346
Rating Agency Confirmation	346
REA	54
Realized Loss	237
Record Date	222
Registration Statement	398
Regular Certificates	220
Regular Interest Holder	387
Regular Interests	385
Regulation AB	348
Reimbursement Rate	269
Related Group	122
Related Proceeds	268
Release Date	155
Relevant Member State	11, 12
Relevant Persons	12

409

Relief Act	369
REMIC	384
REMIC Regulations	384
REO Account	270
REO Loan	230
REO Property	298
Repurchase Request	339
Requesting Certificateholder	341
Requesting Holders	289
Requesting Investor	251
Requesting Party	345
Requirements	369
Residual Certificates	220
Resolution Failure	340
Resolved	340
Restricted Group	401
Restricted Party	318
Retention Requirement	102
Review Materials	323
Revised Rate	152
RevPAR	122
RMBS	207
Rooms	126
Rule 17g-5	243
S&P	317
Santa Monica Multifamily Portfolio
Companion Loan	180
Santa Monica Multifamily Portfolio
Intercreditor Agreement	180
Santa Monica Multifamily Portfolio
Mortgage Loan	180
Santa Monica Multifamily Portfolio
Mortgaged Properties	180
Santa Monica Multifamily Portfolio Non-
Controlling Note Holder	181
Santa Monica Multifamily Portfolio
Noteholders	180
Santa Monica Multifamily Portfolio
Whole Loan	180
Scheduled Principal Distribution
Amount	229
SDNY Action	207
SEC	182, 191
Securities Act	348
Securitization Accounts	270
SEL	202
Senior Certificates	220
Sequential Pay Certificates	220
Serviced Companion Loan	164
Serviced Pari Passu Companion Loan	164
Serviced Whole Loan	164
Serviced Whole Loan Custodial
Account	269
Servicer Termination Even	332
Servicing Advances	266
Servicing Compensation	277

Servicing Fee	277
Servicing Fee Rate	277
Servicing Shift Mortgage Loan	164
Servicing Shift PSA	164
Servicing Shift Securitization Date	164
Servicing Shift Whole Loan	164
Servicing Standard	264
Servicing Transfer Event	298
SF	123
SFA	14
SFO	13
Similar Law	399
Similar Requirements	102
Small Loan Appraisal Estimate	287
SMMEA	403
Soft Lockbox	122
Soft Springing Hard Lockbox	122
Sole Certificateholder	281
Special Servicing Fee	278
Specially Serviced Loans	297
Sponsor	182
Springing Cash Management	122
Springing Hard Lockbox	122
Springing Lockbox	122
Springing Soft Lockbox	122
Sq. Ft.	123
Square Feet	123
Startup Day	385
Stated Principal Balance	230
Subject Loans	284
Subordinate Certificates	220
Sub-Servicing Agreement	265
Sub-Servicing Entity	333
Sun MHC Portfolio Companion Loan	165
Sun MHC Portfolio Intercreditor
Agreement	165
Sun MHC Portfolio Mortgage Loan	165
Sun MHC Portfolio Mortgaged
Properties	165
Sun MHC Portfolio Non-Controlling
Note Holder	166
Sun MHC Portfolio Noteholders	165
Sun MHC Portfolio Whole Loan	165
T-12	123
Term to Maturity	123
Terms and Conditions	250
Tests	324
Title V	368
TMPs	394
Trailing 12 NOI	121
TRIPRA	75
Trust REMIC	45
Trust REMICs	384
TTM	123
U.S. Person	395
U/W Expenses	123

410

U/W NCF	123
U/W NCF Debt Yield	123
U/W NCF DSCR	124
U/W NOI	124
U/W NOI Debt Yield	123
UCC	356
Underwriter	93
Underwriter Entities	93
Underwriting Agreement	397
Underwritten EGI	126
Underwritten Expenses	123
Underwritten NCF	123
Underwritten NCF Debt Yield	123
Underwritten NCF DSCR	124
Underwritten Net Cash Flow	123
Underwritten Net Cash Flow DSCR	124
Underwritten Net Operating Income	124
Underwritten Net Operating Income
DSCR	125
Underwritten NOI	124
Underwritten NOI Debt Yield	123
Underwritten NOI DSCR	125
Underwritten Revenues	126
Units	126
Unscheduled Principal Distribution
Amount	229
Unsolicited Information	324
Updated Appraisal	287
Upper-Tier REMIC	45, 384
Upper-Tier REMIC Distribution Account	269
UW EGI	126
UW Expenses	123
UW NCF	123
UW NCF Debt Yield	123
UW NCF DSCR	124
UW NOI	124
UW NOI Debt Yield	123
UW NOI DSCR	125
Volcker Rule	103

Voting Rights	247
WAC Rate	227
Wachovia	208
Weighted Average Mortgage Rate	126
Wells Fargo	208
Whole Loan	117, 165
Williamsburg Premium Outlets
Companion Loans	167
Williamsburg Premium Outlets Control
Note Securitization Date	167
Williamsburg Premium Outlets
Directing Certificateholder	168
Williamsburg Premium Outlets
Intercreditor Agreement	167
Williamsburg Premium Outlets
Mortgage Loan	167
Williamsburg Premium Outlets
Mortgaged Property	167
Williamsburg Premium Outlets Non-
Controlling Note Holder	169
Williamsburg Premium Outlets Note A-
1 Companion Loan	167
Williamsburg Premium Outlets Note A-
2 Companion Loan	167
Williamsburg Premium Outlets Note A-
5 Companion Loan	167
Williamsburg Premium Outlets Note A-
6 Companion Loan	167
Williamsburg Premium Outlets
Noteholders	167
Williamsburg Premium Outlets Pooling
and Servicing Agreement	167
Williamsburg Premium Outlets Whole
Loan	167
Withheld Amounts	270
Workout Fee	278
Workout-Delayed Reimbursement
Amount	268
WTNA	206

411

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ANNEX A-1

CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS
AND MORTGAGED PROPERTIES

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COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of		Mortgage		Cut-off		General
Property			Initial Pool	# of	Loan	Original	Date	Maturity	Property
Flag	ID	Property Name	Balance	Properties	Seller (1)	Balance($) (2)(3)(4)	Balance($) (2)(3)	or ARD Balance($) (4)	Type (6)
Loan	1	Sun MHC Portfolio (34)	9.3%	12	GACC	75,000,000	75,000,000	69,826,580	Manufactured Housing Community
Property	1.01	Silver Star	2.0%	1	GACC	16,503,857	16,503,857		Manufactured Housing Community
Property	1.02	West Glen Village	1.6%	1	GACC	12,960,084	12,960,084		Manufactured Housing Community
Property	1.03	Edwardsville	1.6%	1	GACC	12,735,910	12,735,910		Manufactured Housing Community
Property	1.04	Sherman Oaks	0.9%	1	GACC	6,940,732	6,940,732		Manufactured Housing Community
Property	1.05	College Park Estates	0.7%	1	GACC	5,968,726	5,968,726		Manufactured Housing Community
Property	1.06	Snow to Sun	0.5%	1	GACC	4,156,339	4,156,339		Manufactured Housing Community
Property	1.07	Casa Del Valle	0.4%	1	GACC	3,599,461	3,599,461		Manufactured Housing Community
Property	1.08	Valley View Estates	0.4%	1	GACC	3,204,583	3,204,583		Manufactured Housing Community
Property	1.09	Colonial Village	0.3%	1	GACC	2,743,893	2,743,893		Manufactured Housing Community
Property	1.10	Village Trails	0.3%	1	GACC	2,440,141	2,440,141		Manufactured Housing Community
Property	1.11	Maplewood	0.3%	1	GACC	2,278,140	2,278,140		Manufactured Housing Community
Property	1.12	Kenwood	0.2%	1	GACC	1,468,134	1,468,134		Manufactured Housing Community
Loan	2	North Point Center East (36)	7.7%	1	KeyBank	61,950,000	61,950,000	57,067,271	Office
Loan	3	Williamsburg Premium Outlets (34)	6.2%	1	GACC	50,000,000	50,000,000	50,000,000	Retail
Loan	4	Intercontinental Kansas City Hotel (34)	5.6%	1	GACC	45,000,000	45,000,000	38,642,553	Hospitality
Loan	5	Netflix HQ 1	5.2%	1	GACC	42,190,000	42,190,000	38,471,812	Office
Loan	6	Columbus Park Crossing (34)	5.0%	1	GACC	40,000,000	40,000,000	34,379,431	Retail
Loan	7	Promenade Gateway (34)	3.7%	1	JLC	30,000,000	30,000,000	30,000,000	Mixed Use
Loan	8	Shutterfly	3.7%	1	JLC	30,000,000	29,898,169	22,383,082	Industrial
Loan	9	I-5 Self-Storage	2.9%	1	KeyBank	23,500,000	23,500,000	20,213,688	Self-Storage
Loan	10	Birch Run Premium Outlets (34)	2.5%	1	GACC	20,000,000	20,000,000	20,000,000	Retail
Loan	11	Santa Monica Multifamily Portfolio (34)(35)	2.5%	11	GACC	20,000,000	20,000,000	20,000,000	Multifamily
Property	11.01	2001 Olympic Boulevard	0.6%	1	GACC	5,139,929	5,139,929		Multifamily
Property	11.02	2029 Olympic Boulevard	0.4%	1	GACC	3,042,964	3,042,964		Multifamily
Property	11.03	1423 on 6th Street	0.2%	1	GACC	1,418,999	1,418,999		Multifamily
Property	11.04	1422 on 6th Street	0.2%	1	GACC	1,403,232	1,403,232		Multifamily
Property	11.05	1430 on 7th Street	0.2%	1	GACC	1,371,699	1,371,699		Multifamily
Property	11.06	1537 on 7th Street	0.2%	1	GACC	1,355,932	1,355,932		Multifamily
Property	11.07	1422 on 7th Street	0.2%	1	GACC	1,324,399	1,324,399		Multifamily
Property	11.08	1428 on 6th Street	0.2%	1	GACC	1,324,399	1,324,399		Multifamily
Property	11.09	1425 on 6th Street	0.2%	1	GACC	1,292,866	1,292,866		Multifamily
Property	11.10	1432 on 7th Street	0.1%	1	GACC	1,174,616	1,174,616		Multifamily
Property	11.11	1522 on 6th Street	0.1%	1	GACC	1,150,966	1,150,966		Multifamily
Loan	12	Villas at Tenison (36)	2.4%	1	GACC	19,500,000	19,500,000	16,282,861	Multifamily
Loan	13	Bowie Plaza	2.2%	1	GACC	17,750,000	17,726,103	14,578,361	Retail
Loan	14	Residence Inn Austin	2.1%	1	KeyBank	16,575,000	16,575,000	14,535,700	Hospitality
Loan	15	Alexis at Town East	2.0%	1	JLC	16,000,000	16,000,000	14,146,585	Multifamily
Loan	16	Coral Island Shopping Center	1.7%	1	KeyBank	13,514,000	13,514,000	12,149,840	Retail
Loan	17	River Valley Plaza	1.5%	1	GACC	12,112,500	12,112,500	10,650,709	Retail
Loan	18	MVP Indianapolis Parking Portfolio	1.0%	2	KeyBank	8,200,000	8,184,321	6,038,322	Other
Property	18.01	112 East Washington Street	0.7%	1	KeyBank	5,426,548	5,416,172		Other
Property	18.02	301 East Washington Street	0.3%	1	KeyBank	2,773,452	2,768,150		Other
Loan	19	MVP Missouri Parking Portfolio	0.4%	3	KeyBank	3,490,000	3,483,327	2,569,968	Other
Property	19.01	916 Convention Plaza	0.2%	1	KeyBank	1,621,669	1,618,568		Other
Property	19.02	1010 Convention Plaza	0.2%	1	KeyBank	1,537,699	1,534,759		Other
Property	19.03	1109 Cherry Street	0.0%	1	KeyBank	330,632	329,999		Other
Loan	20	Southeast Plaza	1.4%	1	KeyBank	11,700,000	11,626,943	9,496,122	Retail
Loan	21	Colony Crossing at Madison	1.3%	1	GACC	10,875,000	10,875,000	10,065,195	Retail
Loan	22	Eastwood Square	1.3%	1	GACC	10,600,000	10,600,000	9,060,247	Retail
Loan	23	Bear Valley Medical and Business Center	1.2%	1	KeyBank	9,975,000	9,938,102	8,117,916	Office
Loan	24	8911 Aviation Blvd (36)	1.2%	1	JLC	9,800,000	9,775,334	7,993,178	Industrial
Loan	25	Hampton Inn Southgate	1.2%	1	JLC	9,560,000	9,528,092	7,162,202	Hospitality
Loan	26	Santa Clarita Marketplace and Santa Clarita Crossroads (36)	1.2%	1	GACC	9,300,000	9,274,472	7,461,931	Retail
Loan	27	Comfort Suites and La Quinta Inn Portfolio	1.0%	2	KeyBank	8,470,000	8,427,948	6,319,844	Hospitality
Property	27.01	Comfort Suites Beaumont	0.6%	1	KeyBank	5,017,000	4,992,092		Hospitality
Property	27.02	La Quinta Inn Lumberton	0.4%	1	KeyBank	3,453,000	3,435,857		Hospitality
Loan	28	Petsmart Sunnyvale	1.0%	1	GACC	8,100,000	8,100,000	6,173,063	Retail

 A-1-1

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of		Mortgage		Cut-off		General
Property			Initial Pool	# of	Loan	Original	Date	Maturity	Property
Flag	ID	Property Name	Balance	Properties	Seller (1)	Balance($) (2)(3)(4)	Balance($) (2)(3)	or ARD Balance($) (4)	Type (6)
Loan	29	Hampton Inn Eau Claire	1.0%	1	JLC	8,100,000	8,085,246	6,052,593	Hospitality
Loan	30	Colony Square Atascadero	1.0%	1	JLC	7,800,000	7,780,586	6,374,891	Retail
Loan	31	Pioneer Business Center	0.9%	1	JLC	7,600,000	7,600,000	6,565,687	Industrial
Loan	32	Academy Sports Decatur	0.8%	1	KeyBank	6,700,000	6,675,458	5,461,822	Retail
Loan	33	Baggett and Shaw Warehouse	0.8%	1	GACC	6,675,000	6,650,818	4,899,070	Industrial
Loan	34	Western Village MHC	0.8%	1	KeyBank	6,500,000	6,483,914	5,317,885	Manufactured Housing Community
Loan	35	Comfort Suites Kissimmee	0.8%	1	KeyBank	6,500,000	6,467,164	4,830,336	Hospitality
Loan	36	Meadows of Geneseo	0.8%	1	JLC	6,400,000	6,384,410	5,250,970	Multifamily
Loan	37	University at Buffalo Neurology Building	0.8%	1	GACC	6,300,000	6,300,000	5,674,860	Office
Loan	38	West-Ward Pharmaceutical	0.8%	1	KeyBank	6,175,000	6,175,000	5,311,533	Industrial
Loan	39	Mil-Pine Plaza	0.7%	1	KeyBank	5,850,000	5,809,196	4,319,595	Retail
Loan	40	Perry Place Apartments	0.7%	1	KeyBank	5,750,000	5,750,000	4,983,667	Multifamily
Loan	41	Shoppes at Banks Crossing	0.7%	1	GACC	5,625,000	5,603,782	4,562,267	Retail
Loan	42	Oak Hills Village	0.7%	1	JLC	5,400,000	5,400,000	4,538,426	Multifamily
Loan	43	BJ’s Wholesale Club Norfolk	0.7%	1	KeyBank	5,350,000	5,334,181	4,172,717	Retail
Loan	44	Walgreens – Metairie, LA	0.7%	1	GACC	5,360,000	5,332,710	3,975,798	Retail
Loan	45	Cypress Grove Plaza	0.6%	1	KeyBank	5,190,000	5,171,287	4,242,210	Retail
Loan	46	Walgreens – Mauldin, SC	0.6%	1	GACC	5,068,000	5,042,196	3,759,205	Retail
Loan	47	Radisson Cincinnati Riverfront	0.6%	1	JLC	5,000,000	4,984,311	4,483,430	Hospitality
Loan	48	Lockaway Self Storage O’Connor	0.6%	1	KeyBank	4,990,000	4,965,214	4,111,141	Self-Storage
Loan	49	StaxUp Self Storage Alpine Portfolio	0.6%	2	KeyBank	4,820,000	4,796,787	3,964,406	Self-Storage
Property	49.01	StaxUp Self Storage Tavern	0.4%	1	KeyBank	3,074,378	3,059,572		Self-Storage
Property	49.02	StaxUp Self Storage Alpine	0.2%	1	KeyBank	1,745,622	1,737,215		Self-Storage
Loan	50	StaxUp Self Storage Murrieta	0.5%	1	KeyBank	4,370,000	4,348,954	3,602,292	Self-Storage
Loan	51	Mentis Medical Office	0.5%	1	JLC	4,250,000	4,250,000	3,671,909	Office
Loan	52	1700 W. 18th Street	0.5%	1	JLC	4,125,000	4,110,083	3,370,014	Office
Loan	53	Comfort Suites Locust Grove	0.5%	1	GACC	3,920,000	3,900,491	2,452,361	Hospitality
Loan	54	UP Industrial	0.5%	1	KeyBank	3,800,000	3,780,686	3,081,899	Industrial
Loan	55	Quality Suites Pineville	0.5%	1	JLC	3,750,000	3,726,379	2,836,091	Hospitality
Loan	56	Storage Pros Redford	0.5%	1	KeyBank	3,700,000	3,700,000	3,175,982	Self-Storage
Loan	57	Storage Pros Antioch	0.4%	1	KeyBank	3,487,000	3,487,000	2,922,899	Self-Storage
Loan	58	Comfort Suites Forsyth	0.4%	1	GACC	3,080,000	3,064,671	1,926,855	Hospitality
Loan	59	Marquis Ranch Self Storage	0.4%	1	KeyBank	3,000,000	2,985,383	2,451,184	Self-Storage
Loan	60	Paddock Building	0.3%	1	KeyBank	2,450,000	2,450,000	2,110,660	Industrial
Loan	61	Bronzeville Apartments	0.3%	2	JLC	2,400,000	2,392,138	1,806,183	Multifamily
Property	61.01	4417-4419 South Indiana Avenue	0.2%	1	JLC	1,360,000	1,355,545		Multifamily
Property	61.02	4235-4237 South Calumet Avenue	0.1%	1	JLC	1,040,000	1,036,593		Multifamily
Loan	62	Rochester House Apartments	0.2%	1	KeyBank	2,000,000	1,990,142	1,630,848	Multifamily
Loan	63	Elmsleigh Apartments	0.2%	1	KeyBank	1,550,000	1,542,360	1,263,908	Multifamily
Loan	64	Pep Boys Winter Haven	0.1%	1	KeyBank	900,000	895,302	663,601	Retail

 A-1-2

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of	Detailed			Interest	Original	Remaining	Original	Remaining		First
Property			Initial Pool	Property	Interest	Administrative	Accrual	Term to	Term to	Amortization	Amortization	Origination	Payment	Maturity	ARD Loan
Flag	ID	Property Name	Balance	Type	Rate (7)	Cost Rate (8)	Basis	Maturity or ARD (4)	Maturity or ARD (4)	Term (4)	Term (4)	Date (4)	Date (4)	or ARD Date (4)	(Yes/No)
Loan	1	Sun MHC Portfolio (34)	9.3%	Manufactured Housing Community	4.2800%	0.0137%	Actual/360	120	117	360	360	11/24/2015	01/01/2016	12/01/2025	No
Property	1.01	Silver Star	2.0%	Manufactured Housing Community
Property	1.02	West Glen Village	1.6%	Manufactured Housing Community
Property	1.03	Edwardsville	1.6%	Manufactured Housing Community
Property	1.04	Sherman Oaks	0.9%	Manufactured Housing Community
Property	1.05	College Park Estates	0.7%	Manufactured Housing Community
Property	1.06	Snow to Sun	0.5%	Manufactured Housing Community
Property	1.07	Casa Del Valle	0.4%	Manufactured Housing Community
Property	1.08	Valley View Estates	0.4%	Manufactured Housing Community
Property	1.09	Colonial Village	0.3%	Manufactured Housing Community
Property	1.10	Village Trails	0.3%	Manufactured Housing Community
Property	1.11	Maplewood	0.3%	Manufactured Housing Community
Property	1.12	Kenwood	0.2%	Manufactured Housing Community
Loan	2	North Point Center East (36)	7.7%	Suburban	4.9300%	0.0185%	Actual/360	120	119	360	360	01/14/2016	03/01/2016	02/01/2026	No
Loan	3	Williamsburg Premium Outlets (34)	6.2%	Anchored	4.2290%	0.0083%	Actual/360	120	119	0	0	01/07/2016	03/06/2016	02/06/2026	No
Loan	4	Intercontinental Kansas City Hotel (34)	5.6%	Full Service	4.7100%	0.0154%	Actual/360	120	119	360	360	01/11/2016	03/06/2016	02/06/2026	No
Loan	5	Netflix HQ 1	5.2%	Suburban	4.2850%	0.0210%	Actual/360	120	115	360	360	09/17/2015	11/06/2015	10/06/2025	No
Loan	6	Columbus Park Crossing (34)	5.0%	Anchored	4.7400%	0.0260%	Actual/360	120	117	360	360	11/13/2015	01/01/2016	12/01/2025	No
Loan	7	Promenade Gateway (34)	3.7%	Office/Retail/Multifamily	4.5320%	0.0083%	Actual/360	120	117	0	0	11/25/2015	01/06/2016	12/06/2025	No
Loan	8	Shutterfly	3.7%	Warehouse/Flex	4.9410%	0.0110%	Actual/360	120	118	300	298	12/29/2015	02/06/2016	01/06/2026	No
Loan	9	I-5 Self-Storage	2.9%	Self-Storage	4.7700%	0.0185%	Actual/360	120	117	360	360	11/25/2015	01/01/2016	12/01/2025	No
Loan	10	Birch Run Premium Outlets (34)	2.5%	Anchored	4.2090%	0.0083%	Actual/360	120	119	0	0	01/07/2016	03/06/2016	02/06/2026	No
Loan	11	Santa Monica Multifamily Portfolio (34)(35)	2.5%	Mid Rise	4.8970%	0.0083%	Actual/360	120	117	0	0	11/20/2015	01/06/2016	12/06/2025	No
Property	11.01	2001 Olympic Boulevard	0.6%	Mid Rise
Property	11.02	2029 Olympic Boulevard	0.4%	Mid Rise
Property	11.03	1423 on 6th Street	0.2%	Mid Rise
Property	11.04	1422 on 6th Street	0.2%	Mid Rise
Property	11.05	1430 on 7th Street	0.2%	Mid Rise
Property	11.06	1537 on 7th Street	0.2%	Mid Rise
Property	11.07	1422 on 7th Street	0.2%	Mid Rise
Property	11.08	1428 on 6th Street	0.2%	Mid Rise
Property	11.09	1425 on 6th Street	0.2%	Mid Rise
Property	11.10	1432 on 7th Street	0.1%	Mid Rise
Property	11.11	1522 on 6th Street	0.1%	Mid Rise
Loan	12	Villas at Tenison (36)	2.4%	Garden	4.6300%	0.0110%	Actual/360	120	117	360	360	11/18/2015	01/06/2016	12/06/2025	No
Loan	13	Bowie Plaza	2.2%	Anchored	4.9700%	0.0510%	Actual/360	120	119	360	359	01/14/2016	03/06/2016	02/06/2026	No
Loan	14	Residence Inn Austin	2.1%	Extended Stay	4.5800%	0.0185%	Actual/360	120	116	360	360	10/15/2015	12/01/2015	11/01/2025	No
Loan	15	Alexis at Town East	2.0%	Garden	4.9470%	0.0110%	Actual/360	120	119	360	360	01/13/2016	03/06/2016	02/06/2026	No
Loan	16	Coral Island Shopping Center	1.7%	Anchored	4.6900%	0.0185%	Actual/360	120	117	360	360	11/20/2015	01/01/2016	12/01/2025	No
Loan	17	River Valley Plaza	1.5%	Anchored	4.7000%	0.0110%	Actual/360	120	119	360	360	01/20/2016	03/06/2016	02/06/2026	No
Loan	18	MVP Indianapolis Parking Portfolio	1.0%	Parking	4.5900%	0.0185%	Actual/360	120	119	300	299	01/19/2016	03/01/2016	02/01/2026	No
Property	18.01	112 East Washington Street	0.7%	Parking
Property	18.02	301 East Washington Street	0.3%	Parking
Loan	19	MVP Missouri Parking Portfolio	0.4%	Parking	4.5900%	0.0185%	Actual/360	120	119	300	299	01/19/2016	03/01/2016	02/01/2026	No
Property	19.01	916 Convention Plaza	0.2%	Parking
Property	19.02	1010 Convention Plaza	0.2%	Parking
Property	19.03	1109 Cherry Street	0.0%	Parking
Loan	20	Southeast Plaza	1.4%	Anchored	4.6100%	0.0185%	Actual/360	120	115	360	355	09/18/2015	11/01/2015	10/01/2025	No
Loan	21	Colony Crossing at Madison	1.3%	Shadow Anchored	4.8000%	0.0110%	Actual/360	84	81	360	360	11/25/2015	01/06/2016	12/06/2022	No
Loan	22	Eastwood Square	1.3%	Anchored	4.5300%	0.0110%	Actual/360	120	117	360	360	11/24/2015	01/06/2016	12/06/2025	No
Loan	23	Bear Valley Medical and Business Center	1.2%	Medical	4.6900%	0.0185%	Actual/360	120	117	360	357	11/23/2015	01/01/2016	12/01/2025	No
Loan	24	8911 Aviation Blvd (36)	1.2%	Warehouse/Flex	4.7580%	0.0110%	Actual/360	120	118	360	358	12/23/2015	02/06/2016	01/06/2026	No
Loan	25	Hampton Inn Southgate	1.2%	Limited Service	5.0540%	0.0110%	Actual/360	120	118	300	298	01/06/2016	02/06/2016	01/06/2026	No
Loan	26	Santa Clarita Marketplace and Santa Clarita Crossroads (36)	1.2%	Shadow Anchored	4.2800%	0.0410%	Actual/360	120	118	360	358	12/07/2015	02/06/2016	01/06/2026	No
Loan	27	Comfort Suites and La Quinta Inn Portfolio	1.0%	Limited Service	4.9400%	0.0185%	Actual/360	120	117	300	297	12/01/2015	01/01/2016	12/01/2025	No
Property	27.01	Comfort Suites Beaumont	0.6%	Limited Service
Property	27.02	La Quinta Inn Lumberton	0.4%	Limited Service
Loan	28	Petsmart Sunnyvale	1.0%	Single Tenant	4.3400%	0.0110%	Actual/360	120	117	300	300	12/01/2015	01/06/2016	12/06/2025	Yes

 A-1-3

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of	Detailed			Interest	Original	Remaining	Original	Remaining		First
Property			Initial Pool	Property	Interest	Administrative	Accrual	Term to	Term to	Amortization	Amortization	Origination	Payment	Maturity	ARD Loan
Flag	ID	Property Name	Balance	Type	Rate (7)	Cost Rate (8)	Basis	Maturity or ARD (4)	Maturity or ARD (4)	Term (4)	Term (4)	Date (4)	Date (4)	or ARD Date (4)	(Yes/No)
Loan	29	Hampton Inn Eau Claire	1.0%	Limited Service	4.9850%	0.0110%	Actual/360	120	119	300	299	01/22/2016	03/06/2016	02/06/2026	No
Loan	30	Colony Square Atascadero	1.0%	Anchored	4.8190%	0.0110%	Actual/360	120	118	360	358	12/31/2015	02/06/2016	01/06/2026	No
Loan	31	Pioneer Business Center	0.9%	Warehouse/Flex	4.9390%	0.0110%	Actual/360	120	117	360	360	11/10/2015	01/06/2016	12/06/2025	No
Loan	32	Academy Sports Decatur	0.8%	Single Tenant	4.7400%	0.0185%	Actual/360	120	117	360	357	11/18/2015	01/01/2016	12/01/2025	No
Loan	33	Baggett and Shaw Warehouse	0.8%	Warehouse	4.5000%	0.0110%	Actual/360	120	118	300	298	12/08/2015	02/06/2016	01/06/2026	No
Loan	34	Western Village MHC	0.8%	Manufactured Housing Community	4.8500%	0.0185%	Actual/360	120	118	360	358	12/02/2015	02/01/2016	01/01/2026	No
Loan	35	Comfort Suites Kissimmee	0.8%	Limited Service	4.8300%	0.0185%	Actual/360	120	117	300	297	11/13/2015	01/01/2016	12/01/2025	No
Loan	36	Meadows of Geneseo	0.8%	Student Housing	4.9360%	0.0110%	Actual/360	120	118	360	358	12/30/2015	02/06/2016	01/06/2026	No
Loan	37	University at Buffalo Neurology Building	0.8%	Medical	4.8000%	0.0110%	Actual/360	84	81	360	360	11/17/2015	01/06/2016	12/06/2022	No
Loan	38	West-Ward Pharmaceutical	0.8%	Warehouse	4.7700%	0.0185%	Actual/360	120	115	360	360	09/17/2015	11/01/2015	10/01/2025	No
Loan	39	Mil-Pine Plaza	0.7%	Unanchored	4.6600%	0.0185%	Actual/360	120	116	300	296	10/30/2015	12/01/2015	11/01/2025	No
Loan	40	Perry Place Apartments	0.7%	Garden	5.0700%	0.0185%	Actual/360	120	118	360	360	12/30/2015	02/01/2016	01/01/2026	No
Loan	41	Shoppes at Banks Crossing	0.7%	Anchored	4.5900%	0.0410%	Actual/360	120	117	360	357	11/24/2015	01/06/2016	12/06/2025	No
Loan	42	Oak Hills Village	0.7%	Garden	4.8480%	0.0685%	Actual/360	120	117	360	360	11/30/2015	01/06/2016	12/06/2025	No
Loan	43	BJ’s Wholesale Club Norfolk	0.7%	Single Tenant	4.9500%	0.0185%	Actual/360	120	118	324	322	12/31/2015	02/01/2016	01/01/2026	No
Loan	44	Walgreens – Metairie, LA	0.7%	Single Tenant	4.7800%	0.0110%	Actual/360	120	117	300	297	11/09/2015	01/06/2016	12/06/2025	No
Loan	45	Cypress Grove Plaza	0.6%	Anchored	4.8200%	0.0185%	Actual/360	120	117	360	357	11/12/2015	01/01/2016	12/01/2025	No
Loan	46	Walgreens – Mauldin, SC	0.6%	Single Tenant	4.7800%	0.0110%	Actual/360	120	117	300	297	11/09/2015	01/06/2016	12/06/2025	No
Loan	47	Radisson Cincinnati Riverfront	0.6%	Full Service	5.4650%	0.0110%	Actual/360	60	58	300	298	12/22/2015	02/06/2016	01/06/2021	No
Loan	48	Lockaway Self Storage O’Connor	0.6%	Self-Storage	4.7100%	0.0185%	Actual/360	115	111	360	356	11/30/2015	12/01/2015	06/01/2025	No
Loan	49	StaxUp Self Storage Alpine Portfolio	0.6%	Self-Storage	4.8700%	0.0185%	Actual/360	118	114	360	356	11/30/2015	12/01/2015	09/01/2025	No
Property	49.01	StaxUp Self Storage Tavern	0.4%	Self-Storage
Property	49.02	StaxUp Self Storage Alpine	0.2%	Self-Storage
Loan	50	StaxUp Self Storage Murrieta	0.5%	Self-Storage	4.8700%	0.0185%	Actual/360	117	113	360	356	11/30/2015	12/01/2015	08/01/2025	No
Loan	51	Mentis Medical Office	0.5%	Medical	4.9440%	0.0110%	Actual/360	120	116	360	360	10/15/2015	12/06/2015	11/06/2025	No
Loan	52	1700 W. 18th Street	0.5%	CBD	4.8050%	0.0110%	Actual/360	120	117	360	357	11/20/2015	01/06/2016	12/06/2025	No
Loan	53	Comfort Suites Locust Grove	0.5%	Limited Service	4.8200%	0.0110%	Actual/360	120	118	240	238	12/14/2015	02/06/2016	01/06/2026	No
Loan	54	UP Industrial	0.5%	Warehouse	4.5900%	0.0185%	Actual/360	120	116	360	356	10/20/2015	12/01/2015	11/01/2025	No
Loan	55	Quality Suites Pineville	0.5%	Limited Service	5.3160%	0.0110%	Actual/360	120	116	300	296	10/29/2015	12/06/2015	11/06/2025	No
Loan	56	Storage Pros Redford	0.5%	Self-Storage	4.6900%	0.0185%	Actual/360	120	115	360	360	09/16/2015	11/01/2015	10/01/2025	No
Loan	57	Storage Pros Antioch	0.4%	Self-Storage	4.7600%	0.0585%	Actual/360	120	116	360	360	10/22/2015	12/01/2015	11/01/2025	No
Loan	58	Comfort Suites Forsyth	0.4%	Limited Service	4.8200%	0.0110%	Actual/360	120	118	240	238	12/14/2015	02/06/2016	01/06/2026	No
Loan	59	Marquis Ranch Self Storage	0.4%	Self-Storage	4.8100%	0.0585%	Actual/360	120	116	360	356	10/07/2015	12/01/2015	11/01/2025	No
Loan	60	Paddock Building	0.3%	Flex	4.8300%	0.0185%	Actual/360	120	117	360	360	11/17/2015	01/01/2016	12/01/2025	No
Loan	61	Bronzeville Apartments	0.3%	Mid Rise	5.1790%	0.0110%	Actual/360	120	118	300	298	12/18/2015	02/06/2016	01/06/2026	No
Property	61.01	4417-4419 South Indiana Avenue	0.2%	Mid Rise
Property	61.02	4235-4237 South Calumet Avenue	0.1%	Mid Rise
Loan	62	Rochester House Apartments	0.2%	Garden	4.7500%	0.0185%	Actual/360	120	116	360	356	10/30/2015	12/01/2015	11/01/2025	No
Loan	63	Elmsleigh Apartments	0.2%	Garden	4.7500%	0.0185%	Actual/360	120	116	360	356	10/30/2015	12/01/2015	11/01/2025	No
Loan	64	Pep Boys Winter Haven	0.1%	Single Tenant	4.6200%	0.0185%	Actual/360	120	117	300	297	11/12/2015	01/01/2016	12/01/2025	No

 A-1-4

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
							Pari Passu	Pari Passu
			% of		Monthly	Annual	Companion Loan	Companion Loan	Remaining			Crossed
Property			Initial Pool	Final	Debt	Debt	Monthly Debt	Annual Debt	Interest Only		Cash	With	Related
Flag	ID	Property Name	Balance	Maturity Date	Service($) (4)(9)	Service($) (4)(9)	Service($)	Service($)	Period	Lockbox (4)(10)	Management (4)(11)	Other Loans	Borrower
Loan	1	Sun MHC Portfolio (34)	9.3%	12/01/2025	370,273	4,443,280	143,498	1,721,978	69	Springing Soft	Springing	No
Property	1.01	Silver Star	2.0%
Property	1.02	West Glen Village	1.6%
Property	1.03	Edwardsville	1.6%
Property	1.04	Sherman Oaks	0.9%
Property	1.05	College Park Estates	0.7%
Property	1.06	Snow to Sun	0.5%
Property	1.07	Casa Del Valle	0.4%
Property	1.08	Valley View Estates	0.4%
Property	1.09	Colonial Village	0.3%
Property	1.10	Village Trails	0.3%
Property	1.11	Maplewood	0.3%
Property	1.12	Kenwood	0.2%
Loan	2	North Point Center East (36)	7.7%	02/01/2026	329,916	3,958,989			59	Hard	Springing	No
Loan	3	Williamsburg Premium Outlets (34)	6.2%	02/06/2026	178,656	2,143,868	482,370	5,788,444	119	Hard	Springing	No	Yes - A
Loan	4	Intercontinental Kansas City Hotel (34)	5.6%	02/06/2026	233,658	2,803,891	156,499	1,877,984	23	Hard	Springing	No
Loan	5	Netflix HQ 1	5.2%	10/06/2025	208,415	2,500,978			55	Hard	Springing	No
Loan	6	Columbus Park Crossing (34)	5.0%	12/01/2025	208,418	2,501,015	158,919	1,907,024	21	Hard	Springing	No
Loan	7	Promenade Gateway (34)	3.7%	12/06/2025	114,874	1,378,483	229,747	2,756,967	117	Springing Hard	Springing	No
Loan	8	Shutterfly	3.7%	01/06/2026	174,347	2,092,168				Hard	Springing	No
Loan	9	I-5 Self-Storage	2.9%	12/01/2025	122,871	1,474,447			21	Springing Soft	Springing	No
Loan	10	Birch Run Premium Outlets (34)	2.5%	02/06/2026	71,124	853,492	366,290	4,395,482	119	Hard	Springing	No	Yes - A
Loan	11	Santa Monica Multifamily Portfolio (34)(35)	2.5%	12/06/2025	82,750	993,003	258,388	3,100,651	117	Soft	In Place	No
Property	11.01	2001 Olympic Boulevard	0.6%
Property	11.02	2029 Olympic Boulevard	0.4%
Property	11.03	1423 on 6th Street	0.2%
Property	11.04	1422 on 6th Street	0.2%
Property	11.05	1430 on 7th Street	0.2%
Property	11.06	1537 on 7th Street	0.2%
Property	11.07	1422 on 7th Street	0.2%
Property	11.08	1428 on 6th Street	0.2%
Property	11.09	1425 on 6th Street	0.2%
Property	11.10	1432 on 7th Street	0.1%
Property	11.11	1522 on 6th Street	0.1%
Loan	12	Villas at Tenison (36)	2.4%	12/06/2025	100,316	1,203,787			9	Soft	Springing	No
Loan	13	Bowie Plaza	2.2%	02/06/2026	94,961	1,139,528				Springing Hard	Springing	No
Loan	14	Residence Inn Austin	2.1%	11/01/2025	84,773	1,017,274			32	Springing Hard	Springing	No
Loan	15	Alexis at Town East	2.0%	02/06/2026	85,374	1,024,487			35	Soft	Springing	No
Loan	16	Coral Island Shopping Center	1.7%	12/01/2025	70,008	840,090			45	Springing Soft	Springing	No
Loan	17	River Valley Plaza	1.5%	02/06/2026	62,820	753,840			35	Springing Hard	Springing	No
Loan	18	MVP Indianapolis Parking Portfolio	1.0%	02/01/2026	45,998	551,978				Hard	In Place	Yes-A	Yes - C
Property	18.01	112 East Washington Street	0.7%
Property	18.02	301 East Washington Street	0.3%
Loan	19	MVP Missouri Parking Portfolio	0.4%	02/01/2026	19,577	234,927				Hard	In Place	Yes-A	Yes - C
Property	19.01	916 Convention Plaza	0.2%
Property	19.02	1010 Convention Plaza	0.2%
Property	19.03	1109 Cherry Street	0.0%
Loan	20	Southeast Plaza	1.4%	10/01/2025	60,049	720,592				Springing Hard	Springing	No
Loan	21	Colony Crossing at Madison	1.3%	12/06/2022	57,057	684,688			25	Springing Hard	Springing	No
Loan	22	Eastwood Square	1.3%	12/06/2025	53,898	646,773			21	Springing Hard	Springing	No
Loan	23	Bear Valley Medical and Business Center	1.2%	12/01/2025	51,674	620,090				Soft	Springing	No
Loan	24	8911 Aviation Blvd (36)	1.2%	01/06/2026	51,169	614,025				Hard	Springing	No
Loan	25	Hampton Inn Southgate	1.2%	01/06/2026	56,188	674,256				Hard	Springing	No
Loan	26	Santa Clarita Marketplace and Santa Clarita Crossroads (36)	1.2%	01/06/2026	45,914	550,967				Springing Hard	Springing	No
Loan	27	Comfort Suites and La Quinta Inn Portfolio	1.0%	12/01/2025	49,219	590,630				Hard	Springing	No
Property	27.01	Comfort Suites Beaumont	0.6%
Property	27.02	La Quinta Inn Lumberton	0.4%
Loan	28	Petsmart Sunnyvale	1.0%	12/06/2035	44,290	531,480			9	Springing Hard	Springing	No

 A-1-5

COMM 2016-DC2

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

Pari Passu

Pari Passu

% of

Monthly

Annual

Companion Loan

Companion Loan

Remaining

Crossed

Property

Initial Pool

Final

Debt

Debt

Monthly Debt

Annual Debt

Interest Only

Cash

With

Related

Flag

ID

Property Name

Balance

Maturity Date

Service($) (4)(9)

Service($) (4)(9)

Service($)

Service($)

Period

Lockbox (4)(10)

Management (4)(11)

Other Loans

Borrower

Loan

29

Hampton Inn Eau Claire

1.0%

02/06/2026

47,281

567,372

Hard

Springing

No

Loan

30

Colony Square Atascadero

1.0%

01/06/2026

41,014

492,162

Hard

Springing

No

Loan

31

Pioneer Business Center

0.9%

12/06/2025

40,516

486,187

21

Soft Springing Hard

Springing

No

Loan

32

Academy Sports Decatur

0.8%

12/01/2025

34,910

418,920

Hard

In Place

No

Loan

33

Baggett and Shaw Warehouse

0.8%

01/06/2026

37,102

445,222

Hard

Springing

No

Loan

34

Western Village MHC

0.8%

01/01/2026

34,300

411,600

Springing Soft

Springing

No

Loan

35

Comfort Suites Kissimmee

0.8%

12/01/2025

37,357

448,288

Hard

Springing

No

Loan

36

Meadows of Geneseo

0.8%

01/06/2026

34,107

409,280

Soft

Springing

No

Loan

37

University at Buffalo Neurology Building

0.8%

12/06/2022

33,054

396,647

9

Springing Hard

Springing

No

Loan

38

West-Ward Pharmaceutical

0.8%

10/01/2025

32,286

387,435

19

Hard

Springing

No

Loan

39

Mil-Pine Plaza

0.7%

11/01/2025

33,050

396,597

Soft

Springing

No

Loan

40

Perry Place Apartments

0.7%

01/01/2026

31,114

373,364

22

Soft

Springing

No

Yes - E

Loan

41

Shoppes at Banks Crossing

0.7%

12/06/2025

28,803

345,632

Springing Hard

Springing

No

Loan

42

Oak Hills Village

0.7%

12/06/2025

28,489

341,866

9

Springing Soft

Springing

No

Loan

43

BJ’s Wholesale Club Norfolk

0.7%

01/01/2026

29,964

359,566

Hard

Springing

No

Loan

44

Walgreens – Metairie, LA

0.7%

12/06/2025

30,651

367,810

Hard

Springing

No

Yes - D

Loan

45

Cypress Grove Plaza

0.6%

12/01/2025

27,293

327,515

Soft

Springing

No

Yes - H

Loan

46

Walgreens – Mauldin, SC

0.6%

12/06/2025

28,981

347,773

Hard

Springing

No

Yes - D

Loan

47

Radisson Cincinnati Riverfront

0.6%

01/06/2021

30,600

367,199

Springing Hard

Springing

No

Loan

48

Lockaway Self Storage O’Connor

0.6%

06/01/2025

25,910

310,920

Hard

Springing

No

Yes - B

Loan

49

StaxUp Self Storage Alpine Portfolio

0.6%

09/01/2025

25,493

305,919

Hard

Springing

No

Yes - B

Property

49.01

StaxUp Self Storage Tavern

0.4%

Property

49.02

StaxUp Self Storage Alpine

0.2%

Loan

50

StaxUp Self Storage Murrieta

0.5%

08/01/2025

23,113

277,358

Hard

Springing

No

Yes - B

Loan

51

Mentis Medical Office

0.5%

11/06/2025

22,670

272,036

20

Hard

Springing

No

Yes - E

Loan

52

1700 W. 18th Street

0.5%

12/06/2025

21,655

259,859

Soft

Springing

No

Loan

53

Comfort Suites Locust Grove

0.5%

01/06/2026

25,482

305,785

Springing Hard

Springing

No

Yes - G

Loan

54

UP Industrial

0.5%

11/01/2025

19,458

233,493

Hard

In Place

No

Loan

55

Quality Suites Pineville

0.5%

11/06/2025

22,618

271,416

Springing Hard

Springing

No

Loan

56

Storage Pros Redford

0.5%

10/01/2025

19,167

230,008

19

Springing Soft

Springing

No

Yes - F

Loan

57

Storage Pros Antioch

0.4%

11/01/2025

18,211

218,530

8

Springing Soft

Springing

No

Yes - F

Loan

58

Comfort Suites Forsyth

0.4%

01/06/2026

20,022

240,260

Springing Hard

Springing

No

Yes - G

Loan

59

Marquis Ranch Self Storage

0.4%

11/01/2025

15,758

189,097

Springing Soft

Springing

No

Loan

60

Paddock Building

0.3%

12/01/2025

12,899

154,785

21

Springing Hard

Springing

No

Loan

61

Bronzeville Apartments

0.3%

01/06/2026

14,282

171,379

Springing Soft

Springing

No

Property

61.01

4417-4419 South Indiana Avenue

0.2%

Property

61.02

4235-4237 South Calumet Avenue

0.1%

Loan

62

Rochester House Apartments

0.2%

11/01/2025

10,433

125,195

Springing Soft

Springing

No

Yes - I

Loan

63

Elmsleigh Apartments

0.2%

11/01/2025

8,086

97,026

Springing Soft

Springing

No

Yes - I

Loan

64

Pep Boys Winter Haven

0.1%

12/01/2025

5,064

60,768

Hard

Springing

No

Yes - H

 A-1-6

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of							FIRREA	Cut-off
Property			Initial Pool	Underwritten	Underwritten	Grace	Payment	Appraised	Appraisal	Compliant	Date LTV
Flag	ID	Property Name	Balance	NOI DSCR (9)(12)(13)	NCF DSCR (9)(12)(13)	Period (14)	Date	Value ($) (15)	As-of Date	(Yes/No)	Ratio (12)(13)(15)(16)
Loan	1	Sun MHC Portfolio (34)	9.3%	1.51x	1.51x	5	1	144,100,000	11/20/2015	Yes	72.2%
Property	1.01	Silver Star	2.0%					32,600,000	10/06/2015	Yes
Property	1.02	West Glen Village	1.6%					25,600,000	10/11/2015	Yes
Property	1.03	Edwardsville	1.6%					25,260,000	10/07/2015	Yes
Property	1.04	Sherman Oaks	0.9%					13,710,000	10/08/2015	Yes
Property	1.05	College Park Estates	0.7%					11,790,000	10/08/2015	Yes
Property	1.06	Snow to Sun	0.5%					8,210,000	10/07/2015	Yes
Property	1.07	Casa Del Valle	0.4%					7,110,000	10/07/2015	Yes
Property	1.08	Valley View Estates	0.4%					6,330,000	10/09/2015	Yes
Property	1.09	Colonial Village	0.3%					5,420,000	10/09/2015	Yes
Property	1.10	Village Trails	0.3%					4,820,000	10/08/2015	Yes
Property	1.11	Maplewood	0.3%					4,500,000	10/11/2015	Yes
Property	1.12	Kenwood	0.2%					2,900,000	10/07/2015	Yes
Loan	2	North Point Center East (36)	7.7%	1.53x	1.30x	0	1	92,050,000	11/02/2015	Yes	67.3%
Loan	3	Williamsburg Premium Outlets (34)	6.2%	2.66x	2.52x	0	6	337,800,000	12/03/2015	Yes	54.8%
Loan	4	Intercontinental Kansas City Hotel (34)	5.6%	1.93x	1.70x	0	6	91,000,000	12/03/2015	Yes	65.1%
Loan	5	Netflix HQ 1	5.2%	1.75x	1.65x	0	6	86,000,000	08/25/2015	Yes	49.1%
Loan	6	Columbus Park Crossing (34)	5.0%	1.34x	1.22x	0	1	94,000,000	07/29/2015	Yes	75.0%
Loan	7	Promenade Gateway (34)	3.7%	1.83x	1.81x	0	6	180,000,000	09/09/2015	Yes	50.0%
Loan	8	Shutterfly	3.7%	1.31x	1.23x	0	6	43,100,000	10/12/2015	Yes	69.4%
Loan	9	I-5 Self-Storage	2.9%	1.31x	1.30x	5	1	33,850,000	10/21/2015	Yes	69.4%
Loan	10	Birch Run Premium Outlets (34)	2.5%	3.04x	2.84x	0	6	207,200,000	12/03/2015	Yes	59.4%
Loan	11	Santa Monica Multifamily Portfolio (34)(35)	2.5%	1.31x	1.28x	0	6	126,850,000	07/31/2015	Yes	65.0%
Property	11.01	2001 Olympic Boulevard	0.6%					32,600,000	07/31/2015	Yes
Property	11.02	2029 Olympic Boulevard	0.4%					19,300,000	07/31/2015	Yes
Property	11.03	1423 on 6th Street	0.2%					9,000,000	07/31/2015	Yes
Property	11.04	1422 on 6th Street	0.2%					8,900,000	07/31/2015	Yes
Property	11.05	1430 on 7th Street	0.2%					8,700,000	07/31/2015	Yes
Property	11.06	1537 on 7th Street	0.2%					8,600,000	07/31/2015	Yes
Property	11.07	1422 on 7th Street	0.2%					8,400,000	07/31/2015	Yes
Property	11.08	1428 on 6th Street	0.2%					8,400,000	07/31/2015	Yes
Property	11.09	1425 on 6th Street	0.2%					8,200,000	07/31/2015	Yes
Property	11.10	1432 on 7th Street	0.1%					7,450,000	07/31/2015	Yes
Property	11.11	1522 on 6th Street	0.1%					7,300,000	07/31/2015	Yes
Loan	12	Villas at Tenison (36)	2.4%	1.49x	1.39x	0	6	26,670,000	10/16/2015	Yes	73.1%
Loan	13	Bowie Plaza	2.2%	1.65x	1.53x	0	6	25,000,000	10/15/2015	Yes	70.9%
Loan	14	Residence Inn Austin	2.1%	2.24x	2.05x	0	1	27,500,000	07/29/2015	Yes	60.3%
Loan	15	Alexis at Town East	2.0%	1.39x	1.32x	0	6	24,670,000	12/04/2015	Yes	64.9%
Loan	16	Coral Island Shopping Center	1.7%	1.32x	1.25x	0	1	19,700,000	10/06/2015	Yes	68.6%
Loan	17	River Valley Plaza	1.5%	1.49x	1.31x	0	6	16,150,000	12/02/2015	Yes	75.0%
Loan	18	MVP Indianapolis Parking Portfolio	1.0%	1.55x	1.50x	5	1	15,670,000	12/11/2015	Yes	52.3%
Property	18.01	112 East Washington Street	0.7%					10,370,000	12/11/2015	Yes
Property	18.02	301 East Washington Street	0.3%					5,300,000	12/11/2015	Yes
Loan	19	MVP Missouri Parking Portfolio	0.4%	1.55x	1.50x	5	1	6,650,000	Various	Yes	52.3%
Property	19.01	916 Convention Plaza	0.2%					3,090,000	12/04/2015	Yes
Property	19.02	1010 Convention Plaza	0.2%					2,930,000	12/04/2015	Yes
Property	19.03	1109 Cherry Street	0.0%					630,000	11/23/2015	Yes
Loan	20	Southeast Plaza	1.4%	1.33x	1.25x	5	1	16,700,000	08/13/2015	Yes	69.6%
Loan	21	Colony Crossing at Madison	1.3%	1.88x	1.69x	0	6	14,500,000	10/22/2015	Yes	75.0%
Loan	22	Eastwood Square	1.3%	1.78x	1.64x	0	6	14,150,000	09/14/2015	Yes	74.9%
Loan	23	Bear Valley Medical and Business Center	1.2%	1.72x	1.47x	0	1	15,300,000	08/24/2015	Yes	65.0%
Loan	24	8911 Aviation Blvd (36)	1.2%	1.87x	1.75x	0	6	14,900,000	11/05/2015	Yes	65.6%
Loan	25	Hampton Inn Southgate	1.2%	2.00x	1.75x	0	6	15,100,000	11/17/2015	Yes	63.1%
Loan	26	Santa Clarita Marketplace and Santa Clarita Crossroads (36)	1.2%	2.22x	2.06x	0	6	18,600,000	11/19/2015	Yes	49.9%
Loan	27	Comfort Suites and La Quinta Inn Portfolio	1.0%	1.77x	1.59x	0	1	13,030,000	09/23/2015	Yes	64.7%
Property	27.01	Comfort Suites Beaumont	0.6%					7,660,000	09/23/2015	Yes
Property	27.02	La Quinta Inn Lumberton	0.4%					5,370,000	09/23/2015	Yes
Loan	28	Petsmart Sunnyvale	1.0%	1.49x	1.41x	0	6	14,500,000	10/26/2015	Yes	55.9%

 A-1-7

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of							FIRREA	Cut-off
Property			Initial Pool	Underwritten	Underwritten	Grace	Payment	Appraised	Appraisal	Compliant	Date LTV
Flag	ID	Property Name	Balance	NOI DSCR (9)(12)(13)	NCF DSCR (9)(12)(13)	Period (14)	Date	Value ($) (15)	As-of Date	(Yes/No)	Ratio (12)(13)(15)(16)
Loan	29	Hampton Inn Eau Claire	1.0%	1.79x	1.58x	0	6	11,700,000	10/01/2016	Yes	69.1%
Loan	30	Colony Square Atascadero	1.0%	1.92x	1.80x	0	6	13,000,000	11/10/2015	Yes	59.9%
Loan	31	Pioneer Business Center	0.9%	1.54x	1.38x	0	6	12,000,000	02/01/2016	Yes	63.3%
Loan	32	Academy Sports Decatur	0.8%	1.50x	1.39x	5	1	10,000,000	08/06/2015	Yes	66.8%
Loan	33	Baggett and Shaw Warehouse	0.8%	1.74x	1.57x	0	6	10,100,000	10/27/2015	Yes	65.8%
Loan	34	Western Village MHC	0.8%	1.47x	1.44x	5	1	9,260,000	10/15/2015	Yes	70.0%
Loan	35	Comfort Suites Kissimmee	0.8%	2.09x	1.66x	0	1	13,000,000	09/27/2015	Yes	49.7%
Loan	36	Meadows of Geneseo	0.8%	1.44x	1.34x	0	6	8,900,000	10/13/2015	Yes	71.7%
Loan	37	University at Buffalo Neurology Building	0.8%	1.63x	1.52x	0	6	8,750,000	09/01/2015	Yes	72.0%
Loan	38	West-Ward Pharmaceutical	0.8%	1.44x	1.30x	5	1	8,600,000	09/01/2015	Yes	71.8%
Loan	39	Mil-Pine Plaza	0.7%	1.67x	1.46x	5	1	7,800,000	09/18/2015	Yes	74.5%
Loan	40	Perry Place Apartments	0.7%	1.36x	1.31x	0	1	8,100,000	11/18/2015	Yes	71.0%
Loan	41	Shoppes at Banks Crossing	0.7%	1.89x	1.63x	0	6	7,500,000	10/12/2015	Yes	74.7%
Loan	42	Oak Hills Village	0.7%	1.49x	1.38x	0	6	7,300,000	10/07/2015	Yes	74.0%
Loan	43	BJ’s Wholesale Club Norfolk	0.7%	1.60x	1.34x	5	1	9,500,000	11/19/2015	Yes	56.1%
Loan	44	Walgreens – Metairie, LA	0.7%	1.21x	1.21x	0	6	7,790,000	08/23/2015	Yes	68.5%
Loan	45	Cypress Grove Plaza	0.6%	1.74x	1.45x	5	1	7,600,000	10/08/2015	Yes	68.0%
Loan	46	Walgreens – Mauldin, SC	0.6%	1.22x	1.22x	0	6	7,080,000	08/20/2015	Yes	71.2%
Loan	47	Radisson Cincinnati Riverfront	0.6%	3.12x	2.29x	0	6	10,000,000	09/17/2015	Yes	49.8%
Loan	48	Lockaway Self Storage O’Connor	0.6%	1.65x	1.62x	5	1	8,250,000	10/15/2015	Yes	60.2%
Loan	49	StaxUp Self Storage Alpine Portfolio	0.6%	1.59x	1.56x	5	1	7,400,000	06/16/2015	Yes	64.8%
Property	49.01	StaxUp Self Storage Tavern	0.4%					4,720,000	06/16/2015	Yes
Property	49.02	StaxUp Self Storage Alpine	0.2%					2,680,000	06/16/2015	Yes
Loan	50	StaxUp Self Storage Murrieta	0.5%	1.52x	1.50x	5	1	6,900,000	07/08/2015	Yes	63.0%
Loan	51	Mentis Medical Office	0.5%	1.50x	1.50x	0	6	6,300,000	08/26/2015	Yes	67.5%
Loan	52	1700 W. 18th Street	0.5%	1.56x	1.46x	0	6	5,720,000	10/22/2015	Yes	71.9%
Loan	53	Comfort Suites Locust Grove	0.5%	1.80x	1.62x	0	6	5,800,000	09/22/2015	Yes	67.2%
Loan	54	UP Industrial	0.5%	2.10x	1.88x	5	1	6,650,000	09/18/2015	Yes	56.9%
Loan	55	Quality Suites Pineville	0.5%	1.89x	1.65x	0	6	5,820,000	08/28/2015	Yes	64.0%
Loan	56	Storage Pros Redford	0.5%	1.34x	1.32x	5	1	5,050,000	08/14/2015	Yes	73.3%
Loan	57	Storage Pros Antioch	0.4%	1.32x	1.29x	5	1	4,650,000	08/13/2015	Yes	75.0%
Loan	58	Comfort Suites Forsyth	0.4%	1.96x	1.77x	0	6	4,400,000	09/22/2015	Yes	69.7%
Loan	59	Marquis Ranch Self Storage	0.4%	1.59x	1.55x	5	1	6,900,000	09/17/2015	Yes	43.3%
Loan	60	Paddock Building	0.3%	1.73x	1.35x	5	1	3,900,000	10/20/2015	Yes	62.8%
Loan	61	Bronzeville Apartments	0.3%	1.23x	1.21x	0	6	3,340,000	10/01/2015	Yes	71.6%
Property	61.01	4417-4419 South Indiana Avenue	0.2%					1,880,000	10/01/2015	Yes
Property	61.02	4235-4237 South Calumet Avenue	0.1%					1,460,000	10/01/2015	Yes
Loan	62	Rochester House Apartments	0.2%	2.30x	2.11x	5	1	4,625,000	09/30/2015	Yes	43.0%
Loan	63	Elmsleigh Apartments	0.2%	3.10x	2.87x	5	1	4,850,000	09/30/2015	Yes	31.8%
Loan	64	Pep Boys Winter Haven	0.1%	1.48x	1.35x	5	1	1,650,000	10/08/2015	Yes	54.3%

 A-1-8

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of
Property			Initial Pool	LTV Ratio at
Flag	ID	Property Name	Balance	Maturity or ARD (12)(13)(15)	Address	City	County	State
Loan	1	Sun MHC Portfolio (34)	9.3%	67.2%	Various	Various	Various	Various
Property	1.01	Silver Star	2.0%		2350 North Hiawassee Road	Orlando	Orange	FL
Property	1.02	West Glen Village	1.6%		1207 Rushmore Boulevard East	Indianapolis	Marion	IN
Property	1.03	Edwardsville	1.6%		301 Beach Street	Edwardsville	Wyandotte	KS
Property	1.04	Sherman Oaks	0.9%		1144 Sherman Boulevard	Jackson	Jackson	MI
Property	1.05	College Park Estates	0.7%		51074 Mott Road	Canton	Wayne	MI
Property	1.06	Snow to Sun	0.5%		1701 North International Boulevard	Weslaco	Hidalgo	TX
Property	1.07	Casa Del Valle	0.4%		1048 North Alamo Road	Alamo	Hidalgo	TX
Property	1.08	Valley View Estates	0.4%		4115 Nine Mile Road South	Allegany	Cattaraugus	NY
Property	1.09	Colonial Village	0.3%		3974 State Road 417	Allegany	Cattaraugus	NY
Property	1.10	Village Trails	0.3%		518 Hickory Lane	Howard City	Montcalm	MI
Property	1.11	Maplewood	0.3%		12451 Pendleton Pike	Indianapolis	Marion	IN
Property	1.12	Kenwood	0.2%		1201 North Main Street	La Feria	Cameron	TX
Loan	2	North Point Center East (36)	7.7%	62.0%	100, 200, 333 & 555 North Point Center East	Alpharetta	Fulton	GA
Loan	3	Williamsburg Premium Outlets (34)	6.2%	54.8%	5715-62A Richmond Road	Williamsburg	James City	VA
Loan	4	Intercontinental Kansas City Hotel (34)	5.6%	56.6%	401 Ward Parkway	Kansas City	Jackson	MO
Loan	5	Netflix HQ 1	5.2%	44.7%	131 Albright Way	Los Gatos	Santa Clara	CA
Loan	6	Columbus Park Crossing (34)	5.0%	64.5%	5555 Whittlesey Boulevard	Columbus	Muscogee	GA
Loan	7	Promenade Gateway (34)	3.7%	50.0%	1453-1457 3rd Street Promenade	Santa Monica	Los Angeles	CA
Loan	8	Shutterfly	3.7%	51.9%	7195 South Shutterfly Way	Tempe	Maricopa	AZ
Loan	9	I-5 Self-Storage	2.9%	59.7%	2631 Michelle Drive	Tustin	Orange	CA
Loan	10	Birch Run Premium Outlets (34)	2.5%	59.4%	12240 South Beyer Road	Birch Run	Saginaw	MI
Loan	11	Santa Monica Multifamily Portfolio (34)(35)	2.5%	65.0%	Various	Santa Monica	Los Angeles	CA
Property	11.01	2001 Olympic Boulevard	0.6%		2001 Olympic Boulevard	Santa Monica	Los Angeles	CA
Property	11.02	2029 Olympic Boulevard	0.4%		2029 Olympic Boulevard	Santa Monica	Los Angeles	CA
Property	11.03	1423 on 6th Street	0.2%		1423 6th Street	Santa Monica	Los Angeles	CA
Property	11.04	1422 on 6th Street	0.2%		1422 6th Street	Santa Monica	Los Angeles	CA
Property	11.05	1430 on 7th Street	0.2%		1430 7th Street	Santa Monica	Los Angeles	CA
Property	11.06	1537 on 7th Street	0.2%		1537 7th Street	Santa Monica	Los Angeles	CA
Property	11.07	1422 on 7th Street	0.2%		1422 7th Street	Santa Monica	Los Angeles	CA
Property	11.08	1428 on 6th Street	0.2%		1428 6th Street	Santa Monica	Los Angeles	CA
Property	11.09	1425 on 6th Street	0.2%		1425 6th Street	Santa Monica	Los Angeles	CA
Property	11.10	1432 on 7th Street	0.1%		1432 7th Street	Santa Monica	Los Angeles	CA
Property	11.11	1522 on 6th Street	0.1%		1522 6th Street	Santa Monica	Los Angeles	CA
Loan	12	Villas at Tenison (36)	2.4%	61.1%	2222 Graycliff Drive	Dallas	Dallas	TX
Loan	13	Bowie Plaza	2.2%	58.3%	6824 Laurel Bowie Road	Bowie	Prince George’s	MD
Loan	14	Residence Inn Austin	2.1%	52.9%	1200 Barbara Jordan Boulevard, Building 4	Austin	Travis	TX
Loan	15	Alexis at Town East	2.0%	57.3%	645 North Town East Boulevard	Mesquite	Dallas	TX
Loan	16	Coral Island Shopping Center	1.7%	61.7%	1650 Richmond Avenue	Staten Island	Richmond	NY
Loan	17	River Valley Plaza	1.5%	65.9%	1300-1540 River Valley Boulevard	Lancaster	Fairfield	OH
Loan	18	MVP Indianapolis Parking Portfolio	1.0%	38.6%	Various	Indianapolis	Marion	IN
Property	18.01	112 East Washington Street	0.7%		112 East Washington Street	Indianapolis	Marion	IN
Property	18.02	301 East Washington Street	0.3%		301 East Washington Street	Indianapolis	Marion	IN
Loan	19	MVP Missouri Parking Portfolio	0.4%	38.6%	Various	Various	Various	MO
Property	19.01	916 Convention Plaza	0.2%		916 Convention Plaza	St. Louis	St. Louis	MO
Property	19.02	1010 Convention Plaza	0.2%		1010 Convention Plaza	St. Louis	St. Louis	MO
Property	19.03	1109 Cherry Street	0.0%		1109 Cherry Street	Kansas City	Jackson	MO
Loan	20	Southeast Plaza	1.4%	56.9%	800 Cypress Gardens Boulevard	Winter Haven	Polk	FL
Loan	21	Colony Crossing at Madison	1.3%	69.4%	111 & 119 Colony Crossing Way	Madison	Madison	MS
Loan	22	Eastwood Square	1.3%	64.0%	600 South Avenue	Tallmadge	Summit	OH
Loan	23	Bear Valley Medical and Business Center	1.2%	53.1%	17260-17330 Bear Valley Road	Victorville	San Bernardino	CA
Loan	24	8911 Aviation Blvd (36)	1.2%	53.6%	8911 Aviation Blvd.	Inglewood	Los Angeles	CA
Loan	25	Hampton Inn Southgate	1.2%	47.4%	13555 Prechter Boulevard	Southgate	Wayne	MI
Loan	26	Santa Clarita Marketplace and Santa Clarita Crossroads (36)	1.2%	40.1%	18723-18755 Via Princessa and 26850 Sierra Highway	Santa Clarita	Los Angeles	CA
Loan	27	Comfort Suites and La Quinta Inn Portfolio	1.0%	48.5%	Various	Various	Various	TX
Property	27.01	Comfort Suites Beaumont	0.6%		5955 Walden Road	Beaumont	Jefferson	TX
Property	27.02	La Quinta Inn Lumberton	0.4%		104 North LHS Drive	Lumberton	Hardin	TX
Loan	28	Petsmart Sunnyvale	1.0%	42.6%	770 East El Camino Real	Sunnyvale	Santa Clara	CA

 A-1-9

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of
Property			Initial Pool	LTV Ratio at
Flag	ID	Property Name	Balance	Maturity or ARD (12)(13)(15)	Address	City	County	State
Loan	29	Hampton Inn Eau Claire	1.0%	51.7%	2622 Craig Road	Eau Claire	Eau Claire	WI
Loan	30	Colony Square Atascadero	1.0%	49.0%	6917 El Camino Real	Atascadero	San Luis Obispo	CA
Loan	31	Pioneer Business Center	0.9%	54.7%	1444, 1466 and 1488 Pioneer Way	El Cajon	San Diego	CA
Loan	32	Academy Sports Decatur	0.8%	54.6%	1205 Wimberly Drive Southwest	Decatur	Morgan	AL
Loan	33	Baggett and Shaw Warehouse	0.8%	48.5%	3100 First Avenue South	Birmingham	Jefferson	AL
Loan	34	Western Village MHC	0.8%	57.4%	2000 Grand Avenue	West Des Moines	Polk	IA
Loan	35	Comfort Suites Kissimmee	0.8%	37.2%	2775 Florida Plaza Boulevard	Kissimmee	Osceola	FL
Loan	36	Meadows of Geneseo	0.8%	59.0%	8 Hillside Drive	Geneseo	Livingston	NY
Loan	37	University at Buffalo Neurology Building	0.8%	64.9%	3980A Sheridan Drive	Amherst	Erie	NY
Loan	38	West-Ward Pharmaceutical	0.8%	61.8%	4750 Pleasant Hill Road	Memphis	Shelby	TN
Loan	39	Mil-Pine Plaza	0.7%	55.4%	8400, 8404, 8405, 8414, 8426, 8438, 8442, 8450, 8460, & 8500 Niagara Falls Boulevard and 880 Military Road	Niagara Falls	Niagara	NY
Loan	40	Perry Place Apartments	0.7%	61.5%	815 Perry Street	Richmond	Richmond	VA
Loan	41	Shoppes at Banks Crossing	0.7%	60.8%	110-480 Banks Crossing Drive	Commerce	Banks	GA
Loan	42	Oak Hills Village	0.7%	62.2%	1847 Babcock Road	San Antonio	Bexar	TX
Loan	43	BJ’s Wholesale Club Norfolk	0.7%	43.9%	5820 East Virginia Beach Boulevard	Norfolk	Norfolk	VA
Loan	44	Walgreens – Metairie, LA	0.7%	51.0%	909 David Drive	Metairie	Jefferson Parish	LA
Loan	45	Cypress Grove Plaza	0.6%	55.8%	5622-5692 Cypress Gardens Boulevard	Winter Haven	Polk	FL
Loan	46	Walgreens – Mauldin, SC	0.6%	53.1%	104 West Butler Road	Mauldin	Greenville	SC
Loan	47	Radisson Cincinnati Riverfront	0.6%	44.8%	668 West Fifth Street	Covington	Kenton	KY
Loan	48	Lockaway Self Storage O’Connor	0.6%	49.8%	17402 O’Connor Road	San Antonio	Bexar	TX
Loan	49	StaxUp Self Storage Alpine Portfolio	0.6%	53.6%	Various	Alpine	San Diego	CA
Property	49.01	StaxUp Self Storage Tavern	0.4%		856 Tavern Road	Alpine	San Diego	CA
Property	49.02	StaxUp Self Storage Alpine	0.2%		1849 Alpine Boulevard	Alpine	San Diego	CA
Loan	50	StaxUp Self Storage Murrieta	0.5%	52.2%	24850 Las Brisas Road	Murrieta	Riverside	CA
Loan	51	Mentis Medical Office	0.5%	58.3%	4360 Doniphan Drive	El Paso	El Paso	TX
Loan	52	1700 W. 18th Street	0.5%	58.9%	1700 West 18th Street	Chicago	Cook	IL
Loan	53	Comfort Suites Locust Grove	0.5%	42.3%	4699 Bill Gardner Parkway	Locust Grove	Henry	GA
Loan	54	UP Industrial	0.5%	46.3%	100 Dorris Williams Industrial Drive	Villa Rica	Carroll	GA
Loan	55	Quality Suites Pineville	0.5%	48.7%	9840 Pineville-Matthews Road	Pineville	Mecklenburg	NC
Loan	56	Storage Pros Redford	0.5%	62.9%	15440 Telegraph Road	Redford	Wayne	MI
Loan	57	Storage Pros Antioch	0.4%	62.9%	3541 Murfreesboro Pike	Antioch	Davidson	TN
Loan	58	Comfort Suites Forsyth	0.4%	43.8%	343 Harold G Clarke Parkway	Forsyth	Monroe	GA
Loan	59	Marquis Ranch Self Storage	0.4%	35.5%	20317 Highway 36	Covington	St. Tammany	LA
Loan	60	Paddock Building	0.3%	54.1%	230-240 Cumberland Bend	Nashville	Davidson	TN
Loan	61	Bronzeville Apartments	0.3%	54.1%	Various	Chicago	Cook	IL
Property	61.01	4417-4419 South Indiana Avenue	0.2%		4417-4419 South Indiana Avenue	Chicago	Cook	IL
Property	61.02	4235-4237 South Calumet Avenue	0.1%		4235-4237 South Calumet Avenue	Chicago	Cook	IL
Loan	62	Rochester House Apartments	0.2%	35.3%	2540 Rochester Road	Royal Oak	Oakland	MI
Loan	63	Elmsleigh Apartments	0.2%	26.1%	1820 Rochester Road	Royal Oak	Oakland	MI
Loan	64	Pep Boys Winter Haven	0.1%	40.2%	5694 Cypress Gardens Boulevard	Winter Haven	Polk	FL

 A-1-10

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
							Net		Loan per Net
			% of				Rentable Area	Units	Rentable Area
Property			Initial Pool		Year	Year	(SF/Units/	of	(SF/Units/Rooms/	Prepayment Provisions
Flag	ID	Property Name	Balance	Zip Code	Built	Renovated	Rooms/Pads) (5)	Measure	Pads) ($) (12)(13)	(# of payments) (4)(17)(18)(19)
Loan	1	Sun MHC Portfolio (34)	9.3%	Various	Various	NAP	3,981	Pads	26,141	L(27), YM1(88), O(5)
Property	1.01	Silver Star	2.0%	32818	1971	NAP	406	Pads	56,404
Property	1.02	West Glen Village	1.6%	46234	1970	NAP	552	Pads	32,577
Property	1.03	Edwardsville	1.6%	66113	1968	NAP	635	Pads	27,829
Property	1.04	Sherman Oaks	0.9%	49201	1976	NAP	366	Pads	26,313
Property	1.05	College Park Estates	0.7%	48188	1960	NAP	230	Pads	36,008
Property	1.06	Snow to Sun	0.5%	78596	1989	NAP	476	Pads	12,116
Property	1.07	Casa Del Valle	0.4%	78516	1990	NAP	376	Pads	13,283
Property	1.08	Valley View Estates	0.4%	14706	1980	NAP	197	Pads	22,571
Property	1.09	Colonial Village	0.3%	14706	1980	NAP	156	Pads	24,406
Property	1.10	Village Trails	0.3%	49329	1996	NAP	100	Pads	33,858
Property	1.11	Maplewood	0.3%	46236	1960	NAP	207	Pads	15,271
Property	1.12	Kenwood	0.2%	78559	1987	NAP	280	Pads	7,275
Loan	2	North Point Center East (36)	7.7%	30022	1995-1999	NAP	540,707	Sq. Ft.	115	L(25), YM1(89), O(6)
Loan	3	Williamsburg Premium Outlets (34)	6.2%	23188	1987	2005	522,133	Sq. Ft.	354	L(25), D(88), O(7)
Loan	4	Intercontinental Kansas City Hotel (34)	5.6%	64112	1972	2006, 2009, 2011	366	Rooms	205,301	L(25), D(90), O(5)
Loan	5	Netflix HQ 1	5.2%	95032	2015	NAP	113,520	Sq. Ft.	372	L(29), D(84), O(7)
Loan	6	Columbus Park Crossing (34)	5.0%	31909	2003	2014-2015	638,028	Sq. Ft.	111	L(27), D(89), O(4)
Loan	7	Promenade Gateway (34)	3.7%	90401	1989, 2006	2015	131,470	Sq. Ft.	685	L(27), D(89), O(4)
Loan	8	Shutterfly	3.7%	85283	2015	NAP	237,000	Sq. Ft.	126	L(26), D(90), O(4)
Loan	9	I-5 Self-Storage	2.9%	92780	2009	NAP	176,023	Sq. Ft.	134	L(27), D(90), O(3)
Loan	10	Birch Run Premium Outlets (34)	2.5%	48415	1985	1986-1996, 2005, 2013	680,003	Sq. Ft.	181	L(25), D(88), O(7)
Loan	11	Santa Monica Multifamily Portfolio (34)(35)	2.5%	Various	Various	NAP	399	Units	206,642	L(27), D(89), O(4)
Property	11.01	2001 Olympic Boulevard	0.6%	90404	2008	NAP	100	Units	211,894
Property	11.02	2029 Olympic Boulevard	0.4%	90404	2009	NAP	65	Units	192,994
Property	11.03	1423 on 6th Street	0.2%	90401	1998	NAP	24	Units	243,743
Property	11.04	1422 on 6th Street	0.2%	90401	1997	NAP	28	Units	206,601
Property	11.05	1430 on 7th Street	0.2%	90401	1996	NAP	28	Units	201,958
Property	11.06	1537 on 7th Street	0.2%	90401	2003	NAP	26	Units	214,993
Property	11.07	1422 on 7th Street	0.2%	90401	1996	NAP	28	Units	194,994
Property	11.08	1428 on 6th Street	0.2%	90401	1998	NAP	24	Units	227,493
Property	11.09	1425 on 6th Street	0.2%	90401	1998	NAP	24	Units	222,077
Property	11.10	1432 on 7th Street	0.1%	90401	2000	NAP	26	Units	186,244
Property	11.11	1522 on 6th Street	0.1%	90401	2004	NAP	26	Units	182,494
Loan	12	Villas at Tenison (36)	2.4%	75228	1970, 1975, 1977, 1978	2014-2015	442	Units	44,118	L(27), D(88), O(5)
Loan	13	Bowie Plaza	2.2%	20715	1969	1995	102,904	Sq. Ft.	172	L(25), D(91), O(4)
Loan	14	Residence Inn Austin	2.1%	78723	2014	NAP	112	Rooms	147,991	L(28), D(88), O(4)
Loan	15	Alexis at Town East	2.0%	75150	2002	NAP	224	Units	71,429	L(25), D(91), O(4)
Loan	16	Coral Island Shopping Center	1.7%	10314	1960, 1995	NAP	45,491	Sq. Ft.	297	L(27), D(89), O(4)
Loan	17	River Valley Plaza	1.5%	43130	1989-1994	NAP	229,142	Sq. Ft.	53	L(25), D(91), O(4)
Loan	18	MVP Indianapolis Parking Portfolio	1.0%	46204	Various	NAP	133,018	Sq. Ft.	44	L(25), D(92), O(3)
Property	18.01	112 East Washington Street	0.7%	46204	2006	NAP	86,615	Sq. Ft.	44
Property	18.02	301 East Washington Street	0.3%	46204	1992	NAP	46,403	Sq. Ft.	44
Loan	19	MVP Missouri Parking Portfolio	0.4%	Various	Various	NAP	131,664	Sq. Ft.	44	L(25), D(92), O(3)
Property	19.01	916 Convention Plaza	0.2%	63101	1995	NAP	50,390	Sq. Ft.	44
Property	19.02	1010 Convention Plaza	0.2%	63101	1995	NAP	54,879	Sq. Ft.	44
Property	19.03	1109 Cherry Street	0.0%	64106	1985	NAP	26,395	Sq. Ft.	44
Loan	20	Southeast Plaza	1.4%	33880	1964	2006	117,926	Sq. Ft.	99	L(25), YM1(92), O(3)
Loan	21	Colony Crossing at Madison	1.3%	39110	2005	NAP	77,427	Sq. Ft.	140	L(27), D(44), O(13)
Loan	22	Eastwood Square	1.3%	44278	1996	2001	106,950	Sq. Ft.	99	L(27), D(89), O(4)
Loan	23	Bear Valley Medical and Business Center	1.2%	92395	2003	NAP	89,007	Sq. Ft.	112	L(27), D(90), O(3)
Loan	24	8911 Aviation Blvd (36)	1.2%	90301	1952, 1971	NAP	90,771	Sq. Ft.	108	L(26), D(90), O(4)
Loan	25	Hampton Inn Southgate	1.2%	48195	2013	NAP	114	Rooms	83,580	L(26), D(90), O(4)
Loan	26	Santa Clarita Marketplace and Santa Clarita Crossroads (36)	1.2%	91387	1996, 2006	NAP	50,989	Sq. Ft.	182	L(26), D(90), O(4)
Loan	27	Comfort Suites and La Quinta Inn Portfolio	1.0%	Various	Various	NAP	130	Rooms	64,830	L(27), D(90), O(3)
Property	27.01	Comfort Suites Beaumont	0.6%	77707	2008	NAP	74	Rooms	67,461
Property	27.02	La Quinta Inn Lumberton	0.4%	77657	2009	NAP	56	Rooms	61,355
Loan	28	Petsmart Sunnyvale	1.0%	94087	2005	NAP	22,839	Sq. Ft.	355	L(27), D(88), O(5)

 A-1-11

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
							Net		Loan per Net
			% of				Rentable Area	Units	Rentable Area
Property			Initial Pool		Year	Year	(SF/Units/	of	(SF/Units/Rooms/	Prepayment Provisions
Flag	ID	Property Name	Balance	Zip Code	Built	Renovated	Rooms/Pads) (5)	Measure	Pads) ($) (12)(13)	(# of payments) (4)(17)(18)(19)
Loan	29	Hampton Inn Eau Claire	1.0%	54701	1992	2005	105	Rooms	77,002	L(25), D(91), O(4)
Loan	30	Colony Square Atascadero	1.0%	93422	2011	NAP	47,543	Sq. Ft.	164	L(26), D(90), O(4)
Loan	31	Pioneer Business Center	0.9%	92020	1974	NAP	101,660	Sq. Ft.	75	L(27), D(89), O(4)
Loan	32	Academy Sports Decatur	0.8%	35603	2009	2010	77,811	Sq. Ft.	86	L(25), YM1(91), O(4)
Loan	33	Baggett and Shaw Warehouse	0.8%	35233	1945	1999	210,408	Sq. Ft.	32	L(26), D(87), O(7)
Loan	34	Western Village MHC	0.8%	50265	1978	NAP	271	Pads	23,926	L(26), D(91), O(3)
Loan	35	Comfort Suites Kissimmee	0.8%	34746	2000	2010-2012	198	Rooms	32,662	L(27), D(90), O(3)
Loan	36	Meadows of Geneseo	0.8%	14454	1989	2007-2015	264	Beds	24,183	L(26), D(91), O(3)
Loan	37	University at Buffalo Neurology Building	0.8%	14226	2008	NAP	26,169	Sq. Ft.	241	L(27), D(53), O(4)
Loan	38	West-Ward Pharmaceutical	0.8%	38118	1996	2015	150,400	Sq. Ft.	41	L(29), D(87), O(4)
Loan	39	Mil-Pine Plaza	0.7%	14304	1980	2014	95,820	Sq. Ft.	61	L(28), D(89), O(3)
Loan	40	Perry Place Apartments	0.7%	23224	1912	2010	70	Units	82,143	L(26), D(91), O(3)
Loan	41	Shoppes at Banks Crossing	0.7%	30529	1989-1990	NAP	163,560	Sq. Ft.	34	L(27), D(89), O(4)
Loan	42	Oak Hills Village	0.7%	78229	1972-1973	2003	121	Units	44,628	L(27), D(90), O(3)
Loan	43	BJ’s Wholesale Club Norfolk	0.7%	23502	1995	2005	147,401	Sq. Ft.	36	L(26), D(88), O(6)
Loan	44	Walgreens – Metairie, LA	0.7%	70003	2005	NAP	13,650	Sq. Ft.	391	L(27), D(89), O(4)
Loan	45	Cypress Grove Plaza	0.6%	33884	1984	2005	84,146	Sq. Ft.	61	L(27), D(90), O(3)
Loan	46	Walgreens – Mauldin, SC	0.6%	29662	2005	NAP	14,465	Sq. Ft.	349	L(27), D(89), O(4)
Loan	47	Radisson Cincinnati Riverfront	0.6%	41011	1972	2015	220	Rooms	22,656	L(26), D(31), O(3)
Loan	48	Lockaway Self Storage O’Connor	0.6%	78247	2005	NAP	87,640	Sq. Ft.	57	L(28), D(84), O(3)
Loan	49	StaxUp Self Storage Alpine Portfolio	0.6%	91901	Various	NAP	59,962	Sq. Ft.	80	L(28), D(87), O(3)
Property	49.01	StaxUp Self Storage Tavern	0.4%	91901	1986	NAP	40,318	Sq. Ft.	76
Property	49.02	StaxUp Self Storage Alpine	0.2%	91901	1989	NAP	19,644	Sq. Ft.	88
Loan	50	StaxUp Self Storage Murrieta	0.5%	92592	1998	NAP	56,120	Sq. Ft.	77	L(28), D(86), O(3)
Loan	51	Mentis Medical Office	0.5%	79922	2015	NAP	19,855	Sq. Ft.	214	L(28), D(89), O(3)
Loan	52	1700 W. 18th Street	0.5%	60608	1920	2009	30,441	Sq. Ft.	135	L(27), YM1(90), O(3)
Loan	53	Comfort Suites Locust Grove	0.5%	30248	2009	NAP	62	Rooms	62,911	L(26), D(90), O(4)
Loan	54	UP Industrial	0.5%	30180	2000	2014	90,626	Sq. Ft.	42	L(28), D(89), O(3)
Loan	55	Quality Suites Pineville	0.5%	28134	2000	2006	75	Rooms	49,685	L(28), D(89), O(3)
Loan	56	Storage Pros Redford	0.5%	48239	2006	NAP	52,442	Sq. Ft.	71	L(29), D(88), O(3)
Loan	57	Storage Pros Antioch	0.4%	37013	1998	NAP	69,175	Sq. Ft.	50	L(28), D(89), O(3)
Loan	58	Comfort Suites Forsyth	0.4%	31029	2008	NAP	53	Rooms	57,824	L(26), D(90), O(4)
Loan	59	Marquis Ranch Self Storage	0.4%	70433	2007-2015	NAP	62,300	Sq. Ft.	48	L(28), D(89), O(3)
Loan	60	Paddock Building	0.3%	37228	1978	NAP	67,992	Sq. Ft.	36	L(27), D(90), O(3)
Loan	61	Bronzeville Apartments	0.3%	60653	2008	2011-2015	18	Units	132,897	L(26), YM1(90), O(4)
Property	61.01	4417-4419 South Indiana Avenue	0.2%	60653	2008	2011-2015	10	Units	135,554
Property	61.02	4235-4237 South Calumet Avenue	0.1%	60653	2008	2011-2015	8	Units	129,574
Loan	62	Rochester House Apartments	0.2%	48073	1963	NAP	80	Units	24,877	L(28), D(89), O(3)
Loan	63	Elmsleigh Apartments	0.2%	48073	1957	NAP	76	Units	20,294	L(28), D(89), O(3)
Loan	64	Pep Boys Winter Haven	0.1%	33884	2014	NAP	5,546	Sq. Ft.	161	L(27), D(90), O(3)

 A-1-12

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of					Second Most	Second	Second	Second	Third Most
Property			Initial Pool	Most Recent Operating	Most Recent	Most Recent	Most Recent	Recent Operating	Most Recent	Most Recent	Most Recent	Recent Operating
Flag	ID	Property Name	Balance	Statements Date	EGI ($)	Expenses($)	NOI($)	Statements Date	EGI($)	Expenses($)	NOI($)	Statements Date
Loan	1	Sun MHC Portfolio (34)	9.3%	T-12 9/30/2015	15,264,010	6,095,140	9,168,870	12/31/2014	15,093,413	5,893,001	9,200,412	12/31/2013
Property	1.01	Silver Star	2.0%	T-12 9/30/2015	2,570,066	679,200	1,890,865	12/31/2014	2,487,518	684,915	1,802,603	12/31/2013
Property	1.02	West Glen Village	1.6%	T-12 9/30/2015	2,470,905	861,085	1,609,821	12/31/2014	2,378,374	835,389	1,542,985	12/31/2013
Property	1.03	Edwardsville	1.6%	T-12 9/30/2015	2,573,885	902,056	1,671,829	12/31/2014	2,495,511	875,093	1,620,418	12/31/2013
Property	1.04	Sherman Oaks	0.9%	T-12 9/30/2015	1,391,303	501,416	889,888	12/31/2014	1,348,591	506,723	841,868	12/31/2013
Property	1.05	College Park Estates	0.7%	T-12 9/30/2015	1,236,453	440,402	796,051	12/31/2014	1,125,343	424,310	701,033	12/31/2013
Property	1.06	Snow to Sun	0.5%	T-12 9/30/2015	1,249,596	574,969	674,626	12/31/2014	1,251,841	520,975	730,866	12/31/2013
Property	1.07	Casa Del Valle	0.4%	T-12 9/30/2015	1,149,334	703,253	446,082	12/31/2014	1,180,950	600,510	580,440	12/31/2013
Property	1.08	Valley View Estates	0.4%	T-12 9/30/2015	626,647	291,947	334,700	12/31/2014	723,357	293,686	429,671	12/31/2013
Property	1.09	Colonial Village	0.3%	T-12 9/30/2015	493,746	271,069	222,677	12/31/2014	560,289	245,330	314,959	12/31/2013
Property	1.10	Village Trails	0.3%	T-12 9/30/2015	463,096	154,842	308,253	12/31/2014	434,393	159,082	275,311	12/31/2013
Property	1.11	Maplewood	0.3%	T-12 9/30/2015	588,938	308,920	280,019	12/31/2014	644,039	336,669	307,370	12/31/2013
Property	1.12	Kenwood	0.2%	T-12 9/30/2015	450,041	405,981	44,059	12/31/2014	463,207	410,319	52,888	12/31/2013
Loan	2	North Point Center East (36)	7.7%	T-12 10/31/2015	10,808,753	4,168,741	6,640,012	12/31/2014	10,509,563	4,216,005	6,293,558	12/31/2013
Loan	3	Williamsburg Premium Outlets (34)	6.2%	T-12 7/31/2015	26,756,277	5,595,402	21,160,875	12/31/2014	26,560,402	5,848,491	20,711,911	12/31/2013
Loan	4	Intercontinental Kansas City Hotel (34)	5.6%	T-12 10/31/2015	27,490,677	18,456,786	9,033,891	12/31/2014	26,508,285	18,041,763	8,466,522	12/31/2013
Loan	5	Netflix HQ 1	5.2%
Loan	6	Columbus Park Crossing (34)	5.0%	T-12 10/31/2015	8,567,990	1,929,103	6,638,887	12/31/2014	8,338,831	1,873,135	6,465,696	12/31/2013
Loan	7	Promenade Gateway (34)	3.7%	T-12 7/31/2015	8,522,162	1,500,463	7,021,699	12/31/2014	8,472,237	1,465,026	7,007,211	12/31/2013
Loan	8	Shutterfly	3.7%
Loan	9	I-5 Self-Storage	2.9%	12/31/2015	2,634,448	757,645	1,876,803	12/31/2014	2,164,887	699,761	1,465,126	12/31/2013
Loan	10	Birch Run Premium Outlets (34)	2.5%	T-12 7/31/2015	20,812,283	4,752,330	16,059,953	12/31/2014	20,299,152	4,748,944	15,550,208	12/31/2013
Loan	11	Santa Monica Multifamily Portfolio (34)(35)	2.5%	T-12 8/31/2015	7,928,665	2,501,592	5,427,073	12/31/2014	7,704,584	2,889,793	4,814,792	12/31/2013
Property	11.01	2001 Olympic Boulevard	0.6%
Property	11.02	2029 Olympic Boulevard	0.4%
Property	11.03	1423 on 6th Street	0.2%
Property	11.04	1422 on 6th Street	0.2%
Property	11.05	1430 on 7th Street	0.2%
Property	11.06	1537 on 7th Street	0.2%
Property	11.07	1422 on 7th Street	0.2%
Property	11.08	1428 on 6th Street	0.2%
Property	11.09	1425 on 6th Street	0.2%
Property	11.10	1432 on 7th Street	0.1%
Property	11.11	1522 on 6th Street	0.1%
Loan	12	Villas at Tenison (36)	2.4%	T-12 11/30/2015	3,715,984	2,055,529	1,660,455	T-12 9/30/2015	3,628,896	2,106,366	1,522,530
Loan	13	Bowie Plaza	2.2%	T-12 11/30/2015	2,602,732	626,663	1,976,069	12/31/2014	2,630,692	685,691	1,945,001	12/31/2013
Loan	14	Residence Inn Austin	2.1%	12/31/2015	5,226,546	2,647,922	2,578,623	12/31/2014	4,092,562	2,422,932	1,669,630
Loan	15	Alexis at Town East	2.0%	T-12 11/30/2015	2,943,359	1,448,181	1,495,178	12/31/2014	2,865,955	1,394,887	1,471,068	12/31/2013
Loan	16	Coral Island Shopping Center	1.7%	T-12 9/30/2015	1,719,210	794,453	924,757	12/31/2014	1,677,038	824,562	852,476	12/31/2013
Loan	17	River Valley Plaza	1.5%	T-12 11/30/2015	1,473,175	378,771	1,094,403	12/31/2014	1,446,769	397,556	1,049,213	12/31/2013
Loan	18	MVP Indianapolis Parking Portfolio	1.0%
Property	18.01	112 East Washington Street	0.7%
Property	18.02	301 East Washington Street	0.3%
Loan	19	MVP Missouri Parking Portfolio	0.4%
Property	19.01	916 Convention Plaza	0.2%
Property	19.02	1010 Convention Plaza	0.2%
Property	19.03	1109 Cherry Street	0.0%
Loan	20	Southeast Plaza	1.4%	T-12 7/31/2015	1,264,474	307,254	957,220	12/31/2014	1,266,700	321,741	944,959	12/31/2013
Loan	21	Colony Crossing at Madison	1.3%	T-12 8/31/2015	1,439,753	523,890	915,863	T-12 6/30/2014	1,444,535	525,018	919,517	T-12 6/30/2013
Loan	22	Eastwood Square	1.3%	T-12 8/31/2015	1,696,685	498,980	1,197,705	12/31/2014	1,706,440	473,285	1,233,155	12/31/2013
Loan	23	Bear Valley Medical and Business Center	1.2%	T-12 8/31/2015	1,570,220	473,115	1,097,105	12/31/2014	1,573,415	485,381	1,088,034	12/31/2013
Loan	24	8911 Aviation Blvd (36)	1.2%
Loan	25	Hampton Inn Southgate	1.2%	T-12 10/1/2015	3,432,429	1,992,603	1,439,826	12/31/2014	2,874,199	2,061,418	812,781
Loan	26	Santa Clarita Marketplace and Santa Clarita Crossroads (36)	1.2%	T-12 10/31/2015	1,637,579	446,986	1,190,593	12/31/2014	1,638,159	475,110	1,163,049	12/31/2013
Loan	27	Comfort Suites and La Quinta Inn Portfolio	1.0%	T-12 8/31/2015	2,700,111	1,414,984	1,285,127	12/31/2014	2,475,630	1,374,378	1,101,251	12/31/2013
Property	27.01	Comfort Suites Beaumont	0.6%	T-12 8/31/2015	1,541,766	739,535	802,231	12/31/2014	1,465,185	767,369	697,815	12/31/2013
Property	27.02	La Quinta Inn Lumberton	0.4%	T-12 8/31/2015	1,158,345	675,449	482,896	12/31/2014	1,010,445	607,009	403,436	12/31/2013
Loan	28	Petsmart Sunnyvale	1.0%	T-12 9/30/2015	1,077,877	205,415	872,462	12/31/2014	1,025,521	203,353	822,168	12/31/2013

 A-1-13

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of					Second Most	Second	Second	Second	Third Most
Property			Initial Pool	Most Recent Operating	Most Recent	Most Recent	Most Recent	Recent Operating	Most Recent	Most Recent	Most Recent	Recent Operating
Flag	ID	Property Name	Balance	Statements Date	EGI ($)	Expenses($)	NOI($)	Statements Date	EGI($)	Expenses($)	NOI($)	Statements Date
Loan	29	Hampton Inn Eau Claire	1.0%	T-12 10/25/2015	2,985,293	1,979,266	1,006,027	12/31/2014	2,966,348	1,958,359	1,007,989	12/31/2013
Loan	30	Colony Square Atascadero	1.0%	T-12 11/30/2015	1,117,501	266,998	850,503	12/31/2014	1,085,798	259,903	825,895	12/31/2013
Loan	31	Pioneer Business Center	0.9%	T-12 9/30/2015	885,269	202,819	682,450	12/31/2014	855,361	192,763	662,598	12/31/2013
Loan	32	Academy Sports Decatur	0.8%	12/31/2014	674,620		674,620	12/31/2013	664,650		664,650	12/31/2012
Loan	33	Baggett and Shaw Warehouse	0.8%	T-12 7/31/2015	989,813	196,952	792,861	12/31/2014	976,830	217,805	759,025	12/31/2013
Loan	34	Western Village MHC	0.8%	T-12 9/30/2015	1,138,890	595,730	543,160	12/31/2014	1,132,501	559,309	573,192	12/31/2013
Loan	35	Comfort Suites Kissimmee	0.8%	T-12 9/30/2015	4,800,775	3,844,635	956,140	T-12 5/31/2015	4,584,135	3,706,294	877,841	T-12 5/31/2014
Loan	36	Meadows of Geneseo	0.8%	T-12 8/31/2015	1,308,247	720,758	587,489	12/31/2014	1,356,445	728,379	628,066	12/31/2013
Loan	37	University at Buffalo Neurology Building	0.8%	12/31/2014	887,306	187,420	699,886	12/31/2013	889,642	167,638	722,004	12/31/2012
Loan	38	West-Ward Pharmaceutical	0.8%	T-12 7/31/2015	491,192	146,609	344,583	12/31/2014	486,722	150,298	336,425	12/31/2013
Loan	39	Mil-Pine Plaza	0.7%	T-12 9/30/2015	1,057,616	354,469	703,147	12/31/2014	934,152	348,911	585,241	12/31/2013
Loan	40	Perry Place Apartments	0.7%	T-12 11/30/2015	817,162	210,230	606,931	12/31/2014	780,127	195,775	584,351	12/31/2013
Loan	41	Shoppes at Banks Crossing	0.7%	T-12 9/30/2015	1,036,316	347,546	688,770	12/31/2014	962,687	389,678	573,009	12/31/2013
Loan	42	Oak Hills Village	0.7%	T-12 9/30/2015	1,131,085	609,604	521,481	12/31/2014	1,061,367	608,256	453,111	12/31/2013
Loan	43	BJ’s Wholesale Club Norfolk	0.7%	T-12 11/30/2015	798,716	157,466	641,250	12/31/2014	761,795	188,439	573,356	12/31/2013
Loan	44	Walgreens – Metairie, LA	0.7%	12/31/2014	448,000	470	447,530	12/31/2013	448,000	-157	448,157
Loan	45	Cypress Grove Plaza	0.6%	T-12 8/31/2015	794,164	257,086	537,078	12/31/2014	856,052	240,664	615,388	12/31/2013
Loan	46	Walgreens – Mauldin, SC	0.6%	12/31/2014	425,000	1,667	423,333	12/31/2013	425,000	1,545	423,455
Loan	47	Radisson Cincinnati Riverfront	0.6%	T-12 10/31/2015	7,772,079	6,421,903	1,350,176	12/31/2014	7,080,560	6,199,989	880,571	12/31/2013
Loan	48	Lockaway Self Storage O’Connor	0.6%	T-12 11/30/2015	911,283	397,630	513,654	12/31/2014	822,962	349,732	473,230	12/31/2013
Loan	49	StaxUp Self Storage Alpine Portfolio	0.6%	T-12 11/30/2015	737,702	247,324	490,378	12/31/2014	661,803	226,233	435,569	12/31/2013
Property	49.01	StaxUp Self Storage Tavern	0.4%	T-12 11/30/2015	472,708	159,432	313,276	12/31/2014	427,922	153,306	274,615	12/31/2013
Property	49.02	StaxUp Self Storage Alpine	0.2%	T-12 11/30/2015	264,994	87,892	177,102	12/31/2014	233,881	72,927	160,954	12/31/2013
Loan	50	StaxUp Self Storage Murrieta	0.5%	T-12 11/30/2015	685,888	264,457	421,431	12/31/2014	662,225	252,525	409,700	12/31/2013
Loan	51	Mentis Medical Office	0.5%
Loan	52	1700 W. 18th Street	0.5%	12/31/2014	595,965	149,428	446,537	12/31/2013	567,420	139,683	427,737
Loan	53	Comfort Suites Locust Grove	0.5%	T-12 9/30/2015	1,366,284	750,069	616,215	12/31/2014	1,276,000	690,040	585,960	12/31/2013
Loan	54	UP Industrial	0.5%
Loan	55	Quality Suites Pineville	0.5%	T-12 8/31/2015	1,666,434	1,079,177	587,257	12/31/2014	1,458,289	1,025,081	433,208	12/31/2013
Loan	56	Storage Pros Redford	0.5%	T-12 11/30/2015	539,038	246,090	292,948	12/31/2014	529,254	325,422	203,832	12/31/2013
Loan	57	Storage Pros Antioch	0.4%	T-12 7/31/2015	539,791	247,012	292,779	12/31/2014	490,756	232,419	258,337	12/31/2013
Loan	58	Comfort Suites Forsyth	0.4%	T-12 9/30/2015	1,126,694	552,436	574,258	12/31/2014	1,049,000	516,000	533,000	12/31/2013
Loan	59	Marquis Ranch Self Storage	0.4%	T-12 9/30/2015	406,292	130,216	276,076	12/31/2014	350,634	129,672	220,962	12/31/2013
Loan	60	Paddock Building	0.3%	T-10 10/31/2015 Ann.	399,968	119,686	280,282	12/31/2014	307,871	119,666	188,205	12/31/2013
Loan	61	Bronzeville Apartments	0.3%	T-12 10/31/2015	355,113	131,756	223,357
Property	61.01	4417-4419 South Indiana Avenue	0.2%	T-12 10/31/2015	200,720	73,903	126,817
Property	61.02	4235-4237 South Calumet Avenue	0.1%	T-12 10/31/2015	154,394	57,854	96,540
Loan	62	Rochester House Apartments	0.2%	T-12 8/31/2015	660,102	354,181	305,921	12/31/2014	642,805	366,651	276,154	12/31/2013
Loan	63	Elmsleigh Apartments	0.2%	T-12 8/31/2015	651,805	324,842	326,963	12/31/2014	628,263	316,483	311,780	12/31/2013
Loan	64	Pep Boys Winter Haven	0.1%

 A-1-14

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of	Third	Third	Third
Property			Initial Pool	Most Recent	Most Recent	Most Recent	Underwritten NOI	Underwritten NCF	Underwritten	Underwritten	Underwritten	Underwritten	Underwritten	Underwritten
Flag	ID	Property Name	Balance	EGI($)	Expenses($)	NOI($)	Debt Yield (12)(13)	Debt Yield (12)(13)	Revenue($)	EGI($)	Expenses($)	NOI ($)	Reserves($)	TI/LC($)
Loan	1	Sun MHC Portfolio (34)	9.3%	14,304,640	5,738,270	8,566,370	9.0%	8.9%	16,358,485	15,793,850	6,475,864	9,317,986	33,763
Property	1.01	Silver Star	2.0%	2,389,309	684,108	1,705,201			2,736,254	2,654,083	679,856	1,974,226	6,213
Property	1.02	West Glen Village	1.6%	2,186,776	803,385	1,383,391			2,871,300	2,494,486	867,323	1,627,163	3,041
Property	1.03	Edwardsville	1.6%	2,242,420	828,904	1,413,516			3,141,251	2,601,226	893,897	1,707,329	2,721
Property	1.04	Sherman Oaks	0.9%	1,339,606	502,618	836,988			2,025,348	1,437,490	578,181	859,309	2,464
Property	1.05	College Park Estates	0.7%	1,022,179	405,738	616,441			1,263,264	1,327,438	514,934	812,504	1,408
Property	1.06	Snow to Sun	0.5%	1,229,978	573,662	656,316			661,584	1,250,705	705,296	545,409	4,516
Property	1.07	Casa Del Valle	0.4%	1,142,881	589,185	553,696			527,724	1,163,027	785,875	377,151	5,293
Property	1.08	Valley View Estates	0.4%	703,093	306,646	396,447			860,376	754,667	345,506	409,161	965
Property	1.09	Colonial Village	0.3%	544,075	256,287	287,788			662,496	600,335	233,890	366,445	1,146
Property	1.10	Village Trails	0.3%	448,206	161,008	287,198			482,088	458,749	171,602	287,146	1,194
Property	1.11	Maplewood	0.3%	623,034	292,864	330,170			977,160	591,716	298,181	293,535	2,661
Property	1.12	Kenwood	0.2%	433,083	333,865	99,218			149,640	459,930	401,323	58,606	2,142
Loan	2	North Point Center East (36)	7.7%	9,412,739	4,046,382	5,366,357	9.8%	8.3%	10,957,730	10,653,729	4,578,910	6,074,819	118,956	809,063
Loan	3	Williamsburg Premium Outlets (34)	6.2%	24,802,246	5,159,412	19,642,834	11.4%	10.8%	20,728,072	27,001,994	5,877,418	21,124,575	156,640	991,557
Loan	4	Intercontinental Kansas City Hotel (34)	5.6%	26,120,252	18,023,782	8,096,470	12.0%	10.6%	16,604,044	27,490,677	18,445,285	9,045,392	1,099,627
Loan	5	Netflix HQ 1	5.2%				10.3%	9.8%	4,563,504	6,362,938	1,998,318	4,364,619	22,704	227,173
Loan	6	Columbus Park Crossing (34)	5.0%	8,299,438	1,850,652	6,448,786	8.4%	7.6%	6,493,559	7,992,695	2,088,813	5,903,883	127,606	399,517
Loan	7	Promenade Gateway (34)	3.7%	7,648,771	1,489,334	6,159,437	8.4%	8.3%	9,314,294	9,402,468	1,819,366	7,583,102	22,725	73,624
Loan	8	Shutterfly	3.7%				9.2%	8.6%	2,915,100	3,394,253	657,798	2,736,455	47,400	118,500
Loan	9	I-5 Self-Storage	2.9%	1,784,441	586,776	1,197,665	8.2%	8.1%	3,336,324	2,688,626	759,948	1,928,679	17,602
Loan	10	Birch Run Premium Outlets (34)	2.5%	19,550,035	4,747,099	14,802,936	13.0%	12.1%	16,695,555	21,218,577	5,263,661	15,954,916	204,001	850,505
Loan	11	Santa Monica Multifamily Portfolio (34)(35)	2.5%	7,676,241	3,201,013	4,475,228	6.5%	6.4%	7,369,984	7,876,025	2,529,440	5,346,585	99,750
Property	11.01	2001 Olympic Boulevard	0.6%
Property	11.02	2029 Olympic Boulevard	0.4%
Property	11.03	1423 on 6th Street	0.2%
Property	11.04	1422 on 6th Street	0.2%
Property	11.05	1430 on 7th Street	0.2%
Property	11.06	1537 on 7th Street	0.2%
Property	11.07	1422 on 7th Street	0.2%
Property	11.08	1428 on 6th Street	0.2%
Property	11.09	1425 on 6th Street	0.2%
Property	11.10	1432 on 7th Street	0.1%
Property	11.11	1522 on 6th Street	0.1%
Loan	12	Villas at Tenison (36)	2.4%				9.2%	8.6%	3,784,440	3,812,922	2,024,287	1,788,635	110,500
Loan	13	Bowie Plaza	2.2%	2,366,632	572,201	1,794,431	10.6%	9.9%	2,125,387	2,477,938	593,868	1,884,071	33,958	101,606
Loan	14	Residence Inn Austin	2.1%				13.8%	12.6%	4,855,020	5,027,633	2,745,083	2,282,550	201,105
Loan	15	Alexis at Town East	2.0%	2,762,256	1,366,710	1,395,546	8.9%	8.5%	2,853,240	2,923,610	1,500,068	1,423,542	67,200
Loan	16	Coral Island Shopping Center	1.7%	1,422,940	760,261	662,679	8.2%	7.7%	1,258,979	1,905,087	793,067	1,112,019	9,098	56,960
Loan	17	River Valley Plaza	1.5%	1,362,271	402,906	959,365	9.3%	8.2%	1,313,530	1,631,550	509,662	1,121,888	26,428	105,795
Loan	18	MVP Indianapolis Parking Portfolio	1.0%				10.5%	10.1%	1,124,936	1,068,689	206,940	861,750	12,600	12,111
Property	18.01	112 East Washington Street	0.7%						750,000	712,500	147,442	565,058	8,850	6,056
Property	18.02	301 East Washington Street	0.3%						374,936	356,189	59,498	296,692	3,750	6,055
Loan	19	MVP Missouri Parking Portfolio	0.4%				10.5%	10.1%	471,000	490,200	129,254	360,946	12,550	5,924
Property	19.01	916 Convention Plaza	0.2%						220,000	209,000	46,809	162,191	5,000	1,870
Property	19.02	1010 Convention Plaza	0.2%						185,000	218,500	59,211	159,289	5,425	2,988
Property	19.03	1109 Cherry Street	0.0%						66,000	62,700	23,234	39,466	2,125	1,066
Loan	20	Southeast Plaza	1.4%	1,193,652	318,266	875,386	8.3%	7.8%	1,087,526	1,427,182	467,384	959,797	17,689	40,888
Loan	21	Colony Crossing at Madison	1.3%	1,292,507	458,909	833,598	11.9%	10.7%	1,982,787	1,849,297	559,098	1,290,198	15,485	115,142
Loan	22	Eastwood Square	1.3%	1,616,507	455,976	1,160,531	10.9%	10.0%	1,449,388	1,809,175	657,574	1,151,601	29,972	61,444
Loan	23	Bear Valley Medical and Business Center	1.2%	1,561,443	476,880	1,084,563	10.7%	9.2%	1,450,593	1,600,031	533,360	1,066,671	22,252	134,328
Loan	24	8911 Aviation Blvd (36)	1.2%				11.8%	11.0%	1,273,080	1,481,956	331,333	1,150,624	75,000
Loan	25	Hampton Inn Southgate	1.2%				14.2%	12.4%	3,371,658	3,424,311	2,075,855	1,348,456	171,216
Loan	26	Santa Clarita Marketplace and Santa Clarita Crossroads (36)	1.2%	1,562,234	505,694	1,056,540	13.2%	12.2%	1,359,033	1,696,770	471,090	1,225,680	20,905	70,102
Loan	27	Comfort Suites and La Quinta Inn Portfolio	1.0%	2,035,675	1,333,921	701,753	12.4%	11.1%	2,678,519	2,699,912	1,654,268	1,045,644	107,996
Property	27.01	Comfort Suites Beaumont	0.6%	1,083,384	665,025	418,358			1,520,210	1,541,603	935,092	606,511	61,664
Property	27.02	La Quinta Inn Lumberton	0.4%	952,291	668,896	283,395			1,158,309	1,158,309	719,176	439,133	46,332
Loan	28	Petsmart Sunnyvale	1.0%	1,119,926	190,527	929,400	9.8%	9.3%	856,691	971,321	177,027	794,295	3,426	39,407

 A-1-15

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of	Third	Third	Third
Property			Initial Pool	Most Recent	Most Recent	Most Recent	Underwritten NOI	Underwritten NCF	Underwritten	Underwritten	Underwritten	Underwritten	Underwritten	Underwritten
Flag	ID	Property Name	Balance	EGI($)	Expenses($)	NOI($)	Debt Yield (12)(13)	Debt Yield (12)(13)	Revenue($)	EGI($)	Expenses($)	NOI ($)	Reserves($)	TI/LC($)
Loan	29	Hampton Inn Eau Claire	1.0%	2,862,878	1,900,069	962,809	12.5%	11.1%	2,874,375	2,895,190	1,881,364	1,013,826	115,808
Loan	30	Colony Square Atascadero	1.0%	1,080,610	260,055	820,555	12.2%	11.4%	1,241,036	1,273,600	327,261	946,339	11,886	47,544
Loan	31	Pioneer Business Center	0.9%	836,730	191,480	645,250	9.9%	8.9%	958,861	956,614	207,407	749,207	28,465	48,093
Loan	32	Academy Sports Decatur	0.8%	654,828		654,828	9.4%	8.7%	695,867	788,633	158,613	630,020	15,562	31,885
Loan	33	Baggett and Shaw Warehouse	0.8%	915,441	189,175	726,266	11.6%	10.5%	1,017,243	961,295	186,825	774,470	32,417	44,384
Loan	34	Western Village MHC	0.8%	1,082,832	532,655	550,177	9.4%	9.1%	1,156,620	1,170,868	564,615	606,253	13,550
Loan	35	Comfort Suites Kissimmee	0.8%	4,594,331	3,714,377	879,954	14.5%	11.5%	4,547,571	4,800,775	3,863,619	937,156	192,031
Loan	36	Meadows of Geneseo	0.8%	1,249,235	661,870	587,365	9.2%	8.6%	1,387,258	1,308,247	720,271	587,976	39,600
Loan	37	University at Buffalo Neurology Building	0.8%	883,023	164,985	718,038	10.3%	9.6%	950,375	869,593	222,580	647,013	3,925	39,753
Loan	38	West-Ward Pharmaceutical	0.8%	426,777	165,602	261,176	9.0%	8.2%	624,168	797,666	240,951	556,715	22,560	30,355
Loan	39	Mil-Pine Plaza	0.7%	838,268	316,959	521,309	11.4%	10.0%	768,619	1,030,044	366,209	663,834	19,164	64,626
Loan	40	Perry Place Apartments	0.7%	752,131	224,124	528,007	8.8%	8.5%	878,724	807,692	300,346	507,346	17,500
Loan	41	Shoppes at Banks Crossing	0.7%	825,430	429,181	396,249	11.6%	10.1%	1,068,829	1,004,485	351,960	652,525	37,619	51,405
Loan	42	Oak Hills Village	0.7%	1,059,653	512,873	546,780	9.4%	8.7%	1,084,812	1,153,506	645,028	508,478	36,300
Loan	43	BJ’s Wholesale Club Norfolk	0.7%	756,340	174,035	582,305	10.8%	9.1%	521,087	776,988	200,366	576,622	29,480	63,967
Loan	44	Walgreens – Metairie, LA	0.7%				8.4%	8.4%	448,000	448,000	1,202	446,798
Loan	45	Cypress Grove Plaza	0.6%	849,578	268,827	580,750	11.0%	9.2%	740,853	854,933	285,756	569,178	19,354	74,749
Loan	46	Walgreens – Mauldin, SC	0.6%				8.4%	8.4%	425,000	425,000		425,000
Loan	47	Radisson Cincinnati Riverfront	0.6%	7,208,755	6,376,660	832,095	23.0%	16.9%	5,058,900	7,565,317	6,420,687	1,144,630	302,613
Loan	48	Lockaway Self Storage O’Connor	0.6%	789,517	325,067	464,450	10.3%	10.1%	1,081,750	911,283	399,420	511,863	8,764
Loan	49	StaxUp Self Storage Alpine Portfolio	0.6%	666,242	247,002	419,239	10.2%	9.9%	893,386	737,702	250,723	486,979	10,122
Property	49.01	StaxUp Self Storage Tavern	0.4%	415,709	162,646	253,062			573,365	472,708	155,933	316,775	7,175
Property	49.02	StaxUp Self Storage Alpine	0.2%	250,533	84,356	166,177			320,021	264,994	94,790	170,204	2,947
Loan	50	StaxUp Self Storage Murrieta	0.5%	658,394	247,192	411,202	9.7%	9.6%	759,749	685,888	263,838	422,050	5,612
Loan	51	Mentis Medical Office	0.5%				9.6%	9.6%	430,500	408,975		408,975
Loan	52	1700 W. 18th Street	0.5%				9.9%	9.3%	480,195	572,512	167,553	404,959	6,088	18,265
Loan	53	Comfort Suites Locust Grove	0.5%	1,145,000	566,800	578,200	14.1%	12.7%	1,350,276	1,366,276	816,483	549,793	54,651
Loan	54	UP Industrial	0.5%				13.0%	11.6%	531,000	755,625	264,375	491,250	13,594	38,006
Loan	55	Quality Suites Pineville	0.5%	1,275,256	881,674	393,582	13.8%	12.0%	1,560,375	1,612,197	1,099,001	513,197	64,488
Loan	56	Storage Pros Redford	0.5%	545,448	340,191	205,257	8.3%	8.2%	659,704	588,042	279,917	308,124	5,208
Loan	57	Storage Pros Antioch	0.4%	408,978	204,018	204,960	8.3%	8.1%	540,009	541,317	251,967	289,350	6,918
Loan	58	Comfort Suites Forsyth	0.4%	889,000	427,000	462,000	15.3%	13.9%	1,113,867	1,122,867	652,707	470,160	44,915
Loan	59	Marquis Ranch Self Storage	0.4%	315,082	105,079	210,003	10.0%	9.8%	692,400	479,868	180,126	299,741	6,230
Loan	60	Paddock Building	0.3%	352,477	109,133	243,344	10.9%	8.6%	344,469	386,671	119,228	267,443	10,199	47,767
Loan	61	Bronzeville Apartments	0.3%				8.8%	8.6%	378,492	359,567	148,362	211,205	4,500
Property	61.01	4417-4419 South Indiana Avenue	0.2%						212,196	201,586	80,250	121,336	2,500
Property	61.02	4235-4237 South Calumet Avenue	0.1%						166,296	157,981	68,112	89,869	2,000
Loan	62	Rochester House Apartments	0.2%	635,944	360,936	275,008	14.5%	13.3%	669,108	659,538	371,406	288,132	24,000
Loan	63	Elmsleigh Apartments	0.2%	648,341	336,593	311,748	19.5%	18.1%	654,336	638,987	337,739	301,248	22,800
Loan	64	Pep Boys Winter Haven	0.1%				10.0%	9.2%	102,878	119,642	29,730	89,912	1,109	6,754

 A-1-16

COMM 2016-DC2

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

% of

Property

Initial Pool

Underwritten

Ownership

Ground Lease

Ground Lease

Lease

Lease

Flag

ID

Property Name

Balance

NCF($)

Interest

Expiration (20)

Extension Terms (20)

Largest Tenant (21)(22)(23)(24)

SF

Expiration

2nd Largest Tenant (22)(23)(25)

SF

Expiration

Loan

1

Sun MHC Portfolio (34)

9.3%

9,284,223

Fee Simple

Property

1.01

Silver Star

2.0%

1,968,014

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

1.02

West Glen Village

1.6%

1,624,123

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

1.03

Edwardsville

1.6%

1,704,609

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

1.04

Sherman Oaks

0.9%

856,845

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

1.05

College Park Estates

0.7%

811,096

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

1.06

Snow to Sun

0.5%

540,893

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

1.07

Casa Del Valle

0.4%

371,858

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

1.08

Valley View Estates

0.4%

408,197

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

1.09

Colonial Village

0.3%

365,299

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

1.10

Village Trails

0.3%

285,953

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

1.11

Maplewood

0.3%

290,874

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

1.12

Kenwood

0.2%

56,464

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

2

North Point Center East (36)

7.7%

5,146,800

Fee Simple

MedAssets Net Revenue Sys.,LLC

107,984

02/28/2031

SIS

46,001

09/30/2020

Loan

3

Williamsburg Premium Outlets (34)

6.2%

19,976,379

Fee Simple

Food Lion

29,000

04/20/2020

Nike Factory Store

13,852

09/30/2020

Loan

4

Intercontinental Kansas City Hotel (34)

5.6%

7,945,765

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

5

Netflix HQ 1

5.2%

4,114,742

Fee Simple

Netflix

113,520

11/30/2025

NAP

NAP

NAP

Loan

6

Columbus Park Crossing (34)

5.0%

5,376,761

Fee Simple/Leasehold

06/17/2036

Eight, 5-year options

Sears (Ground Lease)

141,333

04/30/2018

Carmike Cinemas (Ground Lease)

84,156

09/30/2023

Loan

7

Promenade Gateway (34)

3.7%

7,486,752

Fee Simple

AMC Theaters

22,534

10/31/2019

Callison

17,096

3/31/2018

Loan

8

Shutterfly

3.7%

2,570,555

Fee Simple

Shutterfly

237,000

06/30/2025

NAP

NAP

NAP

Loan

9

I-5 Self-Storage

2.9%

1,911,076

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

10

Birch Run Premium Outlets (34)

2.5%

14,900,410

Fee Simple

Pottery Barn

30,000

01/31/2023

V.F. Factory Outlet

23,975

12/31/2018

Loan

11

Santa Monica Multifamily Portfolio (34)(35)

2.5%

5,246,835

Fee Simple

Property

11.01

2001 Olympic Boulevard

0.6%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.02

2029 Olympic Boulevard

0.4%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.03

1423 on 6th Street

0.2%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.04

1422 on 6th Street

0.2%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.05

1430 on 7th Street

0.2%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.06

1537 on 7th Street

0.2%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.07

1422 on 7th Street

0.2%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.08

1428 on 6th Street

0.2%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.09

1425 on 6th Street

0.2%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.10

1432 on 7th Street

0.1%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.11

1522 on 6th Street

0.1%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

12

Villas at Tenison (36)

2.4%

1,678,135

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

13

Bowie Plaza

2.2%

1,748,506

Fee Simple

Fitness 4 Less

21,750

11/30/2022

CVS

15,000

12/31/2018

Loan

14

Residence Inn Austin

2.1%

2,081,445

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

15

Alexis at Town East

2.0%

1,356,342

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

16

Coral Island Shopping Center

1.7%

1,045,962

Fee Simple

CVS

9,072

07/31/2020

Garden State Veterinary Specialists, Inc.

5,007

04/30/2025

Loan

17

River Valley Plaza

1.5%

989,664

Fee Simple

Target

97,000

10/03/2019

Hobby Lobby

56,596

08/31/2025

Loan

18

MVP Indianapolis Parking Portfolio

1.0%

837,039

Fee Simple

Property

18.01

112 East Washington Street

0.7%

550,152

Fee Simple

ABM Onsite Services - Midwest, Inc

86,615

10/04/2020

NAP

NAP

NAP

Property

18.02

301 East Washington Street

0.3%

286,887

Fee Simple

Denison Parking, Inc.

46,403

11/30/2025

NAP

NAP

NAP

Loan

19

MVP Missouri Parking Portfolio

0.4%

342,473

Fee Simple

Property

19.01

916 Convention Plaza

0.2%

155,321

Fee Simple

SP Pus Corporation

50,390

06/28/2020

NAP

NAP

NAP

Property

19.02

1010 Convention Plaza

0.2%

150,877

Fee Simple

SP Pus Corporation

54,879

05/12/2020

NAP

NAP

NAP

Property

19.03

1109 Cherry Street

0.0%

36,275

Fee Simple

SP Pus Corporation

26,395

10/04/2020

NAP

NAP

NAP

Loan

20

Southeast Plaza

1.4%

901,220

Fee Simple

Publix # 1204

39,203

09/30/2028

Bealls Outlet Store #218

27,136

06/30/2020

Loan

21

Colony Crossing at Madison

1.3%

1,159,571

Fee Simple

Georgia Blue Restaurant

5,767

09/30/2016

Papitos Mexican Restaurant

5,340

01/31/2020

Loan

22

Eastwood Square

1.3%

1,060,185

Fee Simple

Acme Stores

56,815

03/31/2019

REVCO/CVS Pharmacy, Inc.

10,722

07/31/2021

Loan

23

Bear Valley Medical and Business Center

1.2%

910,091

Fee Simple

County of San Bernardino DAS

12,684

02/28/2019

Radnet Management Inc. / Elite

10,377

03/31/2019

Loan

24

8911 Aviation Blvd (36)

1.2%

1,075,624

Fee Simple

Spartan College of Aeronautics and Technology

90,771

5/1/2029

NAP

NAP

NAP

Loan

25

Hampton Inn Southgate

1.2%

1,177,240

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

26

Santa Clarita Marketplace and Santa Clarita Crossroads (36)

1.2%

1,134,673

Fee Simple

O’Reilly (Kragen)

8,000

04/30/2022

Mobil Oil - Circle K

5,000

12/14/2016

Loan

27

Comfort Suites and La Quinta Inn Portfolio

1.0%

937,647

Fee Simple

Property

27.01

Comfort Suites Beaumont

0.6%

544,847

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

27.02

La Quinta Inn Lumberton

0.4%

392,800

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

28

Petsmart Sunnyvale

1.0%

751,462

Fee Simple

PetSmart, Inc.

22,839

01/31/2026

NAP

NAP

NAP

 A-1-17

COMM 2016-DC2

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

% of

Property

Initial Pool

Underwritten

Ownership

Ground Lease

Ground Lease

Lease

Lease

Flag

ID

Property Name

Balance

NCF($)

Interest

Expiration (20)

Extension Terms (20)

Largest Tenant (21)(22)(23)(24)

SF

Expiration

2nd Largest Tenant (22)(23)(25)

SF

Expiration

Loan

29

Hampton Inn Eau Claire

1.0%

898,018

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

30

Colony Square Atascadero

1.0%

886,910

Fee Simple

Galaxy Theatres

34,901

3/31/2021

Que Pasa Mexican Café

3,530

8/31/2021

Loan

31

Pioneer Business Center

0.9%

672,649

Fee Simple

Ababa Bolt, Inc.

16,512

5/31/2019

MMIX Tech-Countywide Metal

6,000

8/31/2019

Loan

32

Academy Sports Decatur

0.8%

582,572

Fee Simple

Academy Sports

77,811

01/31/2030

NAP

NAP

NAP

Loan

33

Baggett and Shaw Warehouse

0.8%

697,670

Fee Simple

Iron Mountain

193,300

06/30/2023

Baggett Transportation

17,108

12/31/2018

Loan

34

Western Village MHC

0.8%

592,703

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

35

Comfort Suites Kissimmee

0.8%

745,125

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

36

Meadows of Geneseo

0.8%

548,376

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

37

University at Buffalo Neurology Building

0.8%

603,335

Fee Simple

UB Neurosurgery

13,208

07/31/2024

Dent

12,961

12/31/2024

Loan

38

West-Ward Pharmaceutical

0.8%

503,800

Fee Simple

West-Ward Pharmaceutical

150,400

11/30/2025

NAP

NAP

NAP

Loan

39

Mil-Pine Plaza

0.7%

580,045

Fee Simple

Ollie’s Bargain Outlet Inc.

35,000

01/31/2020

Supermarket Wines

22,565

05/31/2018

Loan

40

Perry Place Apartments

0.7%

489,846

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

41

Shoppes at Banks Crossing

0.7%

563,502

Fee Simple

Goodys

20,100

01/31/2022

Georgia Theatre

17,400

03/31/2020

Loan

42

Oak Hills Village

0.7%

472,178

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

43

BJ’s Wholesale Club Norfolk

0.7%

483,175

Leasehold

11/30/2069

None

UE Norfolk Property LLC

147,401

03/23/2020

NAP

NAP

NAP

Loan

44

Walgreens – Metairie, LA

0.7%

446,798

Fee Simple

Walgreens Co.

13,650

01/31/2030

NAP

NAP

NAP

Loan

45

Cypress Grove Plaza

0.6%

475,076

Fee Simple

Gold’s Gym

46,150

10/31/2020

Grace Point Ministries

10,356

02/28/2017

Loan

46

Walgreens – Mauldin, SC

0.6%

425,000

Fee Simple

Walgreens Co.

14,465

08/31/2030

NAP

NAP

NAP

Loan

47

Radisson Cincinnati Riverfront

0.6%

842,017

Fee Simple/Leasehold

04/30/2020

Five, 10-year options

NAP

NAP

NAP

NAP

NAP

NAP

Loan

48

Lockaway Self Storage O’Connor

0.6%

503,099

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

49

StaxUp Self Storage Alpine Portfolio

0.6%

476,857

Fee Simple

Property

49.01

StaxUp Self Storage Tavern

0.4%

309,600

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

49.02

StaxUp Self Storage Alpine

0.2%

167,257

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

50

StaxUp Self Storage Murrieta

0.5%

416,438

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

51

Mentis Medical Office

0.5%

408,975

Fee Simple

Mentis Neuro El Paso, LLC

19,855

10/31/2030

NAP

NAP

NAP

Loan

52

1700 W. 18th Street

0.5%

380,606

Fee Simple

National Able Network, Inc.

21,500

2/28/2021

Family Dollar, Inc.

8,941

12/31/2018

Loan

53

Comfort Suites Locust Grove

0.5%

495,142

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

54

UP Industrial

0.5%

439,650

Fee Simple

UPC Southeast, LLC

90,626

10/31/2033

NAP

NAP

NAP

Loan

55

Quality Suites Pineville

0.5%

448,709

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

56

Storage Pros Redford

0.5%

302,916

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

57

Storage Pros Antioch

0.4%

282,432

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

58

Comfort Suites Forsyth

0.4%

425,245

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

59

Marquis Ranch Self Storage

0.4%

293,511

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

60

Paddock Building

0.3%

209,477

Fee Simple

Indigo Granite & Tile, LLC

11,496

09/30/2018

Amedisys Inc. of Tennessee

10,722

01/31/2019

Loan

61

Bronzeville Apartments

0.3%

206,705

Fee Simple

Property

61.01

4417-4419 South Indiana Avenue

0.2%

118,836

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Property

61.02

4235-4237 South Calumet Avenue

0.1%

87,869

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

62

Rochester House Apartments

0.2%

264,132

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

63

Elmsleigh Apartments

0.2%

278,448

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

Loan

64

Pep Boys Winter Haven

0.1%

82,049

Fee Simple

Pep Boys

5,546

01/31/2025

NAP

NAP

NAP

 A-1-18

COMM 2016-DC2

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

% of

Property

Initial Pool

Lease

Lease

Lease

Occupancy

Flag

ID

Property Name

Balance

3rd Largest Tenant (22)

SF

Expiration

4th Largest Tenant (22)(24)(25)

SF

Expiration

5th Largest Tenant

SF

Expiration

Occupancy (5)(25)

As-of Date

Loan

1

Sun MHC Portfolio (34)

9.3%

82.8%

10/01/2015

Property

1.01

Silver Star

2.0%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

98.8%

10/01/2015

Property

1.02

West Glen Village

1.6%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

78.4%

10/01/2015

Property

1.03

Edwardsville

1.6%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

75.7%

10/01/2015

Property

1.04

Sherman Oaks

0.9%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

74.0%

10/01/2015

Property

1.05

College Park Estates

0.7%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

93.0%

10/01/2015

Property

1.06

Snow to Sun

0.5%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

93.4%

10/01/2015

Property

1.07

Casa Del Valle

0.4%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

93.4%

10/01/2015

Property

1.08

Valley View Estates

0.4%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

85.8%

10/01/2015

Property

1.09

Colonial Village

0.3%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

87.2%

10/01/2015

Property

1.10

Village Trails

0.3%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

94.0%

10/01/2015

Property

1.11

Maplewood

0.3%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

58.9%

10/01/2015

Property

1.12

Kenwood

0.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

90.9%

10/01/2015

Loan

2

North Point Center East (36)

7.7%

Merrill Lynch

35,949

10/31/2019

Schweitzer-Mauduit International

30,406

12/31/2017

Amplify Education, Inc.

22,443

05/31/2020

87.3%

11/30/2015

Loan

3

Williamsburg Premium Outlets (34)

6.2%

Polo Ralph Lauren

12,538

08/31/2018

Coach

10,000

01/31/2024

The North Face

9,492

11/30/2022

95.2%

12/10/2015

Loan

4

Intercontinental Kansas City Hotel (34)

5.6%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

68.1%

10/31/2015

Loan

5

Netflix HQ 1

5.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

03/06/2016

Loan

6

Columbus Park Crossing (34)

5.0%

Toys-R-Us (Ground Lease)

49,000

01/31/2018

Haverty’s

32,899

09/30/2020

Ross Dress for Less

30,125

01/31/2018

100.0%

11/09/2015

Loan

7

Promenade Gateway (34)

3.7%

Morgan Stanley

13,607

01/31/2022

Lululemon

6,370

4/30/2021

Riverside West Coast

5,056

06/30/2017

94.5%

02/01/2016

Loan

8

Shutterfly

3.7%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

03/06/2016

Loan

9

I-5 Self-Storage

2.9%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

83.1%

12/31/2015

Loan

10

Birch Run Premium Outlets (34)

2.5%

Old Navy

19,589

07/31/2017

Nike Factory Store

12,500

01/31/2020

Levi’s Outlet

12,398

01/31/2020

87.1%

07/31/2015

Loan

11

Santa Monica Multifamily Portfolio (34)(35)

2.5%

100.0%

Various

Property

11.01

2001 Olympic Boulevard

0.6%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

09/23/2015

Property

11.02

2029 Olympic Boulevard

0.4%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

09/23/2015

Property

11.03

1423 on 6th Street

0.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

09/23/2015

Property

11.04

1422 on 6th Street

0.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

09/23/2015

Property

11.05

1430 on 7th Street

0.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

09/14/2015

Property

11.06

1537 on 7th Street

0.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

09/14/2015

Property

11.07

1422 on 7th Street

0.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

09/23/2015

Property

11.08

1428 on 6th Street

0.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

09/23/2015

Property

11.09

1425 on 6th Street

0.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

09/23/2015

Property

11.10

1432 on 7th Street

0.1%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

09/14/2015

Property

11.11

1522 on 6th Street

0.1%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

09/23/2015

Loan

12

Villas at Tenison (36)

2.4%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

92.5%

11/17/2015

Loan

13

Bowie Plaza

2.2%

Dollar General

9,400

11/30/2020

After School Karate Academy

4,400

06/30/2019

Duron Paints & Wallcoverings

4,266

01/31/2017

96.1%

12/02/2015

Loan

14

Residence Inn Austin

2.1%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

77.1%

12/31/2015

Loan

15

Alexis at Town East

2.0%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

96.0%

12/15/2015

Loan

16

Coral Island Shopping Center

1.7%

SalonCentric

2,868

07/31/2017

J & J Island Grocery

1,840

07/31/2018

Red Ginger

1,691

12/31/2018

94.1%

11/18/2015

Loan

17

River Valley Plaza

1.5%

TJ Maxx

29,736

09/30/2020

Party City

12,000

09/30/2018

Dollar Tree

9,769

01/31/2018

97.3%

01/08/2016

Loan

18

MVP Indianapolis Parking Portfolio

1.0%

100.0%

03/01/2016

Property

18.01

112 East Washington Street

0.7%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

03/01/2016

Property

18.02

301 East Washington Street

0.3%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

03/01/2016

Loan

19

MVP Missouri Parking Portfolio

0.4%

100.0%

03/01/2016

Property

19.01

916 Convention Plaza

0.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

03/01/2016

Property

19.02

1010 Convention Plaza

0.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

03/01/2016

Property

19.03

1109 Cherry Street

0.0%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

03/01/2016

Loan

20

Southeast Plaza

1.4%

TJ Maxx

21,882

03/31/2025

Buffet City

9,345

11/30/2017

Anytime Fitness

4,560

12/31/2019

100.0%

12/31/2015

Loan

21

Colony Crossing at Madison

1.3%

New Nagoya Restaurant

5,229

12/31/2020

Orange Theory Fitness

4,040

09/30/2022

Sta-Home Healthcare

4,015

07/31/2018

89.5%

11/19/2015

Loan

22

Eastwood Square

1.3%

Dollar Tree

10,075

02/28/2017

Hallmark

4,000

02/28/2017

Radio Shack

2,360

07/31/2016

90.9%

11/24/2015

Loan

23

Bear Valley Medical and Business Center

1.2%

County of San Bernardino Wor

10,346

09/30/2017

Power Center Physical Therapy

6,540

10/31/2020

Stine Chiropractic

5,685

01/31/2018

91.6%

10/27/2015

Loan

24

8911 Aviation Blvd (36)

1.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

03/06/2016

Loan

25

Hampton Inn Southgate

1.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

73.5%

10/01/2015

Loan

26

Santa Clarita Marketplace and Santa Clarita Crossroads (36)

1.2%

Pet Stop

4,665

05/31/2017

Hallmark

3,294

02/28/2018

Leslie’s Poolmart

3,175

12/31/2017

95.2%

11/30/2015

Loan

27

Comfort Suites and La Quinta Inn Portfolio

1.0%

68.8%

08/31/2015

Property

27.01

Comfort Suites Beaumont

0.6%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

66.2%

08/31/2015

Property

27.02

La Quinta Inn Lumberton

0.4%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

72.3%

08/31/2015

Loan

28

Petsmart Sunnyvale

1.0%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

03/06/2016

 A-1-19

COMM 2016-DC2

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

% of

Property

Initial Pool

Lease

Lease

Lease

Occupancy

Flag

ID

Property Name

Balance

3rd Largest Tenant (22)

SF

Expiration

4th Largest Tenant (22)(24)(25)

SF

Expiration

5th Largest Tenant

SF

Expiration

Occupancy (5)(25)

As-of Date

Loan

29

Hampton Inn Eau Claire

1.0%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

77.0%

10/25/2015

Loan

30

Colony Square Atascadero

1.0%

Go For It Sports!

2,266

11/30/2017

Premier Nail Salon

1,632

12/31/2020

Subway

1,251

10/31/2016

96.6%

11/19/2015

Loan

31

Pioneer Business Center

0.9%

Peter Vicknoff and Patricia Santore

5,600

7/31/2017

Service Master

5,024

8/31/2020

Tech-Life, Inc.

4,800

11/30/2018

96.1%

01/01/2016

Loan

32

Academy Sports Decatur

0.8%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

03/01/2016

Loan

33

Baggett and Shaw Warehouse

0.8%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

12/04/2015

Loan

34

Western Village MHC

0.8%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

95.2%

11/19/2015

Loan

35

Comfort Suites Kissimmee

0.8%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

78.8%

09/30/2015

Loan

36

Meadows of Geneseo

0.8%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

92.6%

10/01/2015

Loan

37

University at Buffalo Neurology Building

0.8%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

11/17/2015

Loan

38

West-Ward Pharmaceutical

0.8%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

03/01/2016

Loan

39

Mil-Pine Plaza

0.7%

Harbor Freight Tools USA

14,760

08/31/2024

Family Dollar

8,000

06/30/2017

David’s Home of Steak Hoagy, Inc.

4,358

07/31/2017

100.0%

10/26/2015

Loan

40

Perry Place Apartments

0.7%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

98.6%

11/30/2015

Loan

41

Shoppes at Banks Crossing

0.7%

Fabulous Finds, Inc.

15,000

03/31/2017

Dollar Tree

9,000

04/30/2017

CC Outlet Inc.

9,000

03/31/2017

92.8%

11/16/2015

Loan

42

Oak Hills Village

0.7%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

95.0%

09/01/2015

Loan

43

BJ’s Wholesale Club Norfolk

0.7%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

03/01/2016

Loan

44

Walgreens – Metairie, LA

0.7%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

03/06/2016

Loan

45

Cypress Grove Plaza

0.6%

Dollar General

7,200

11/30/2019

The Island Bar & Grille

4,800

07/31/2022

Dominos Pizza

3,040

06/30/2021

98.9%

11/01/2015

Loan

46

Walgreens – Mauldin, SC

0.6%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

03/06/2016

Loan

47

Radisson Cincinnati Riverfront

0.6%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

73.6%

10/31/2015

Loan

48

Lockaway Self Storage O’Connor

0.6%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

83.9%

11/30/2015

Loan

49

StaxUp Self Storage Alpine Portfolio

0.6%

85.2%

11/30/2015

Property

49.01

StaxUp Self Storage Tavern

0.4%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

86.2%

11/30/2015

Property

49.02

StaxUp Self Storage Alpine

0.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

83.1%

11/30/2015

Loan

50

StaxUp Self Storage Murrieta

0.5%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

86.2%

11/30/2015

Loan

51

Mentis Medical Office

0.5%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

03/06/2016

Loan

52

1700 W. 18th Street

0.5%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

10/01/2015

Loan

53

Comfort Suites Locust Grove

0.5%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

73.3%

09/30/2015

Loan

54

UP Industrial

0.5%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

03/01/2016

Loan

55

Quality Suites Pineville

0.5%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

77.6%

08/31/2015

Loan

56

Storage Pros Redford

0.5%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

85.8%

11/30/2015

Loan

57

Storage Pros Antioch

0.4%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

92.6%

11/30/2015

Loan

58

Comfort Suites Forsyth

0.4%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

75.2%

09/30/2015

Loan

59

Marquis Ranch Self Storage

0.4%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

68.4%

09/14/2015

Loan

60

Paddock Building

0.3%

Diamond Sound Studio, Inc.

10,000

05/31/2016

Honky Tonk Brewing Co., LLC

9,191

11/30/2018

Eagle MFG. Co., Inc.

6,347

09/30/2016

100.0%

12/01/2015

Loan

61

Bronzeville Apartments

0.3%

100.0%

10/01/2015

Property

61.01

4417-4419 South Indiana Avenue

0.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

10/01/2015

Property

61.02

4235-4237 South Calumet Avenue

0.1%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

10/01/2015

Loan

62

Rochester House Apartments

0.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

98.8%

01/05/2016

Loan

63

Elmsleigh Apartments

0.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

01/05/2016

Loan

64

Pep Boys Winter Haven

0.1%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

03/01/2016

 A-1-20

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of	Upfront	Monthly	Upfront
Property			Initial Pool	Replacement	Replacement	TI/LC
Flag	ID	Property Name	Balance	Reserves($) (27)	Reserves ($) (28)(29)	Reserves ($) (27)
Loan	1	Sun MHC Portfolio (34)	9.3%	765,572	Springing
Property	1.01	Silver Star	2.0%
Property	1.02	West Glen Village	1.6%
Property	1.03	Edwardsville	1.6%
Property	1.04	Sherman Oaks	0.9%
Property	1.05	College Park Estates	0.7%
Property	1.06	Snow to Sun	0.5%
Property	1.07	Casa Del Valle	0.4%
Property	1.08	Valley View Estates	0.4%
Property	1.09	Colonial Village	0.3%
Property	1.10	Village Trails	0.3%
Property	1.11	Maplewood	0.3%
Property	1.12	Kenwood	0.2%
Loan	2	North Point Center East (36)	7.7%	9,913	9,913	565,336
Loan	3	Williamsburg Premium Outlets (34)	6.2%		Springing
Loan	4	Intercontinental Kansas City Hotel (34)	5.6%		the greater of (i) 4.0% of prior month’s rent, (ii) the then-current amount required by the management agreement and (iii) the then-current amount required by the franchise agreement
Loan	5	Netflix HQ 1	5.2%		Springing	5,676,000
Loan	6	Columbus Park Crossing (34)	5.0%		10,634
Loan	7	Promenade Gateway (34)	3.7%		1,894
Loan	8	Shutterfly	3.7%		3,950
Loan	9	I-5 Self-Storage	2.9%	52,806	Springing
Loan	10	Birch Run Premium Outlets (34)	2.5%		Springing
Loan	11	Santa Monica Multifamily Portfolio (34)(35)	2.5%		8,313
Property	11.01	2001 Olympic Boulevard	0.6%
Property	11.02	2029 Olympic Boulevard	0.4%
Property	11.03	1423 on 6th Street	0.2%
Property	11.04	1422 on 6th Street	0.2%
Property	11.05	1430 on 7th Street	0.2%
Property	11.06	1537 on 7th Street	0.2%
Property	11.07	1422 on 7th Street	0.2%
Property	11.08	1428 on 6th Street	0.2%
Property	11.09	1425 on 6th Street	0.2%
Property	11.10	1432 on 7th Street	0.1%
Property	11.11	1522 on 6th Street	0.1%
Loan	12	Villas at Tenison (36)	2.4%	500,000	Springing
Loan	13	Bowie Plaza	2.2%		4,288	100,000
Loan	14	Residence Inn Austin	2.1%	16,759	Greater of (i) 1/12 of 4.0% of the greater of (a) prior year’s gross income and (b) the replacement expenditures projected in the approved annual budget for the following year and (ii) any amount required under the Management and Franchise Agreements
Loan	15	Alexis at Town East	2.0%		5,600
Loan	16	Coral Island Shopping Center	1.7%	70,000	750	100,000
Loan	17	River Valley Plaza	1.5%	52,856	Springing	571,525
Loan	18	MVP Indianapolis Parking Portfolio	1.0%	1,050	1,050
Property	18.01	112 East Washington Street	0.7%
Property	18.02	301 East Washington Street	0.3%
Loan	19	MVP Missouri Parking Portfolio	0.4%	1,045	1,045
Property	19.01	916 Convention Plaza	0.2%
Property	19.02	1010 Convention Plaza	0.2%
Property	19.03	1109 Cherry Street	0.0%
Loan	20	Southeast Plaza	1.4%	1,475	1,475	3,521
Loan	21	Colony Crossing at Madison	1.3%		2,129	349,028
Loan	22	Eastwood Square	1.3%		2,498	900,000
Loan	23	Bear Valley Medical and Business Center	1.2%	1,855	1,855	275,000
Loan	24	8911 Aviation Blvd (36)	1.2%	85,524	$6,250 reduced to $1,815.42 if borrower is no longer required to provide Spartan with a Cap Ex Allowance
Loan	25	Hampton Inn Southgate	1.2%		1/12 of 3% of the annual operating income of the property during years 1-3 of the loan term, 1/12 of 4% of the annual operating income of the property thereafter
Loan	26	Santa Clarita Marketplace and Santa Clarita Crossroads (36)	1.2%		Springing
Loan	27	Comfort Suites and La Quinta Inn Portfolio	1.0%	9,000	The greater of (i) 1/12 of 4.0% of the greater of (a) prior year’s gross income from operations and (b) the gross income projected in the approved annual budget for the following year and (ii) any amount required under the Franchise Agreement
Property	27.01	Comfort Suites Beaumont	0.6%
Property	27.02	La Quinta Inn Lumberton	0.4%
Loan	28	Petsmart Sunnyvale	1.0%	6,852	Springing

 A-1-21

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of	Upfront	Monthly	Upfront
Property			Initial Pool	Replacement	Replacement	TI/LC
Flag	ID	Property Name	Balance	Reserves($) (27)	Reserves ($) (28)(29)	Reserves ($) (27)
Loan	29	Hampton Inn Eau Claire	1.0%		1/12 of annual gross operating income multiplied by 4%
Loan	30	Colony Square Atascadero	1.0%		990
Loan	31	Pioneer Business Center	0.9%		2,372	150,000
Loan	32	Academy Sports Decatur	0.8%	23,000	Springing
Loan	33	Baggett and Shaw Warehouse	0.8%		1,753	150,000
Loan	34	Western Village MHC	0.8%	1,130	1,130
Loan	35	Comfort Suites Kissimmee	0.8%	16,003	The greater of (i) 1/12 of 4.0% of the greater of (a) prior year’s gross income from operations and (b) the gross income projected in the approved annual budget for the following year and (ii) any amount required under the Franchise Agreement
Loan	36	Meadows of Geneseo	0.8%		3,300
Loan	37	University at Buffalo Neurology Building	0.8%		436
Loan	38	West-Ward Pharmaceutical	0.8%	1,880	1,880
Loan	39	Mil-Pine Plaza	0.7%	1,600	1,600	5,250
Loan	40	Perry Place Apartments	0.7%	174,960	Springing
Loan	41	Shoppes at Banks Crossing	0.7%		2,726	86,500
Loan	42	Oak Hills Village	0.7%	595,000	Springing
Loan	43	BJ’s Wholesale Club Norfolk	0.7%		Springing
Loan	44	Walgreens – Metairie, LA	0.7%		Springing
Loan	45	Cypress Grove Plaza	0.6%	1,597	1,597	107,560
Loan	46	Walgreens – Mauldin, SC	0.6%		Springing
Loan	47	Radisson Cincinnati Riverfront	0.6%		(i) 1/12 of 2% of annual operating income  with respect to the first year of the term, (ii) 1/12 of 3%  of annual operating income with respect to the second year of the term, (iii) 1/12 of 4%  of annual operating income with respect to the remainder of the term
Loan	48	Lockaway Self Storage O’Connor	0.6%	730	730
Loan	49	StaxUp Self Storage Alpine Portfolio	0.6%	844	844
Property	49.01	StaxUp Self Storage Tavern	0.4%
Property	49.02	StaxUp Self Storage Alpine	0.2%
Loan	50	StaxUp Self Storage Murrieta	0.5%	468	468
Loan	51	Mentis Medical Office	0.5%	29,783	Springing	148,913
Loan	52	1700 W. 18th Street	0.5%		507
Loan	53	Comfort Suites Locust Grove	0.5%		The greater of 4.0% of prior month’s gross revenues and any amount required under the Management Agreement or Franchise Agreement for FF&E Work
Loan	54	UP Industrial	0.5%	1,133	1,133	3,021
Loan	55	Quality Suites Pineville	0.5%		Borrower shall pay to lender an amount equal to 1/12th of 4% of the annual operating income of the property
Loan	56	Storage Pros Redford	0.5%	434	434
Loan	57	Storage Pros Antioch	0.4%	576	576
Loan	58	Comfort Suites Forsyth	0.4%		The greater of 4.0% of prior month’s rent and any amount required under the Management Agreement or Franchise Agreement for FF&E Work
Loan	59	Marquis Ranch Self Storage	0.4%	519	519
Loan	60	Paddock Building	0.3%	850	850	190,000
Loan	61	Bronzeville Apartments	0.3%		375
Property	61.01	4417-4419 South Indiana Avenue	0.2%
Property	61.02	4235-4237 South Calumet Avenue	0.1%
Loan	62	Rochester House Apartments	0.2%	2,000	2,000
Loan	63	Elmsleigh Apartments	0.2%	1,900	1,900
Loan	64	Pep Boys Winter Haven	0.1%	37	37	425

 A-1-22

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of	Monthly
Property			Initial Pool	TI/LC
Flag	ID	Property Name	Balance	Reserves ($) (28)
Loan	1	Sun MHC Portfolio (34)	9.3%
Property	1.01	Silver Star	2.0%
Property	1.02	West Glen Village	1.6%
Property	1.03	Edwardsville	1.6%
Property	1.04	Sherman Oaks	0.9%
Property	1.05	College Park Estates	0.7%
Property	1.06	Snow to Sun	0.5%
Property	1.07	Casa Del Valle	0.4%
Property	1.08	Valley View Estates	0.4%
Property	1.09	Colonial Village	0.3%
Property	1.10	Village Trails	0.3%
Property	1.11	Maplewood	0.3%
Property	1.12	Kenwood	0.2%
Loan	2	North Point Center East (36)	7.7%	65,336
Loan	3	Williamsburg Premium Outlets (34)	6.2%	Springing
Loan	4	Intercontinental Kansas City Hotel (34)	5.6%
Loan	5	Netflix HQ 1	5.2%	Springing
Loan	6	Columbus Park Crossing (34)	5.0%	26,585
Loan	7	Promenade Gateway (34)	3.7%	6,135
Loan	8	Shutterfly	3.7%	9,875
Loan	9	I-5 Self-Storage	2.9%
Loan	10	Birch Run Premium Outlets (34)	2.5%	Springing
Loan	11	Santa Monica Multifamily Portfolio (34)(35)	2.5%
Property	11.01	2001 Olympic Boulevard	0.6%
Property	11.02	2029 Olympic Boulevard	0.4%
Property	11.03	1423 on 6th Street	0.2%
Property	11.04	1422 on 6th Street	0.2%
Property	11.05	1430 on 7th Street	0.2%
Property	11.06	1537 on 7th Street	0.2%
Property	11.07	1422 on 7th Street	0.2%
Property	11.08	1428 on 6th Street	0.2%
Property	11.09	1425 on 6th Street	0.2%
Property	11.10	1432 on 7th Street	0.1%
Property	11.11	1522 on 6th Street	0.1%
Loan	12	Villas at Tenison (36)	2.4%
Loan	13	Bowie Plaza	2.2%	17,151 on each monthly payment date through/including February 6, 2017; from/including March 6, 2017 through/including February 6, 2019, borrower will deposit 8,575 into the rollover account; on each monthly payment date on and after March 6, 2019, borrower will deposit 6,432
Loan	14	Residence Inn Austin	2.1%
Loan	15	Alexis at Town East	2.0%
Loan	16	Coral Island Shopping Center	1.7%	3,525
Loan	17	River Valley Plaza	1.5%	Springing
Loan	18	MVP Indianapolis Parking Portfolio	1.0%
Property	18.01	112 East Washington Street	0.7%
Property	18.02	301 East Washington Street	0.3%
Loan	19	MVP Missouri Parking Portfolio	0.4%
Property	19.01	916 Convention Plaza	0.2%
Property	19.02	1010 Convention Plaza	0.2%
Property	19.03	1109 Cherry Street	0.0%
Loan	20	Southeast Plaza	1.4%	3,521
Loan	21	Colony Crossing at Madison	1.3%	8,333
Loan	22	Eastwood Square	1.3%	8,519
Loan	23	Bear Valley Medical and Business Center	1.2%	7,425
Loan	24	8911 Aviation Blvd (36)	1.2%	2,269
Loan	25	Hampton Inn Southgate	1.2%
Loan	26	Santa Clarita Marketplace and Santa Clarita Crossroads (36)	1.2%	Springing
Loan	27	Comfort Suites and La Quinta Inn Portfolio	1.0%
Property	27.01	Comfort Suites Beaumont	0.6%
Property	27.02	La Quinta Inn Lumberton	0.4%
Loan	28	Petsmart Sunnyvale	1.0%	1/12 of $1.73 multiplied by the amount of NRA for tenants that are not occupying space for a Lease Sweep Lease

 A-1-23

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of	Monthly
Property			Initial Pool	TI/LC
Flag	ID	Property Name	Balance	Reserves ($) (28)
Loan	29	Hampton Inn Eau Claire	1.0%
Loan	30	Colony Square Atascadero	1.0%	3,962
Loan	31	Pioneer Business Center	0.9%	4,236
Loan	32	Academy Sports Decatur	0.8%	Springing
Loan	33	Baggett and Shaw Warehouse	0.8%	3,507
Loan	34	Western Village MHC	0.8%
Loan	35	Comfort Suites Kissimmee	0.8%
Loan	36	Meadows of Geneseo	0.8%
Loan	37	University at Buffalo Neurology Building	0.8%
Loan	38	West-Ward Pharmaceutical	0.8%	Springing
Loan	39	Mil-Pine Plaza	0.7%	5,250
Loan	40	Perry Place Apartments	0.7%
Loan	41	Shoppes at Banks Crossing	0.7%	5,833 from 1st payment to 1/6/2021; 4,964 thereafter
Loan	42	Oak Hills Village	0.7%
Loan	43	BJ’s Wholesale Club Norfolk	0.7%	Springing
Loan	44	Walgreens – Metairie, LA	0.7%	Springing
Loan	45	Cypress Grove Plaza	0.6%	4,000
Loan	46	Walgreens – Mauldin, SC	0.6%	Springing
Loan	47	Radisson Cincinnati Riverfront	0.6%
Loan	48	Lockaway Self Storage O’Connor	0.6%
Loan	49	StaxUp Self Storage Alpine Portfolio	0.6%
Property	49.01	StaxUp Self Storage Tavern	0.4%
Property	49.02	StaxUp Self Storage Alpine	0.2%
Loan	50	StaxUp Self Storage Murrieta	0.5%
Loan	51	Mentis Medical Office	0.5%	Springing
Loan	52	1700 W. 18th Street	0.5%	1,522
Loan	53	Comfort Suites Locust Grove	0.5%
Loan	54	UP Industrial	0.5%	3,021
Loan	55	Quality Suites Pineville	0.5%
Loan	56	Storage Pros Redford	0.5%
Loan	57	Storage Pros Antioch	0.4%
Loan	58	Comfort Suites Forsyth	0.4%
Loan	59	Marquis Ranch Self Storage	0.4%
Loan	60	Paddock Building	0.3%	3,177
Loan	61	Bronzeville Apartments	0.3%
Property	61.01	4417-4419 South Indiana Avenue	0.2%
Property	61.02	4235-4237 South Calumet Avenue	0.1%
Loan	62	Rochester House Apartments	0.2%
Loan	63	Elmsleigh Apartments	0.2%
Loan	64	Pep Boys Winter Haven	0.1%	425

 A-1-24

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of	Upfront	Monthly	Upfront	Monthly	Upfront	Upfront	Monthly
Property			Initial Pool	Tax	Tax	Insurance	Insurance	Engineering	Other	Other
Flag	ID	Property Name	Balance	Reserves ($) (27)	Reserves ($) (28)	Reserves($) (27)	Reserves ($) (28)	Reserve($) (27)	Reserves ($) (27)	Reserves ($) (28)(29)(30)(31)
Loan	1	Sun MHC Portfolio (34)	9.3%		123,269		Springing	134,428
Property	1.01	Silver Star	2.0%
Property	1.02	West Glen Village	1.6%
Property	1.03	Edwardsville	1.6%
Property	1.04	Sherman Oaks	0.9%
Property	1.05	College Park Estates	0.7%
Property	1.06	Snow to Sun	0.5%
Property	1.07	Casa Del Valle	0.4%
Property	1.08	Valley View Estates	0.4%
Property	1.09	Colonial Village	0.3%
Property	1.10	Village Trails	0.3%
Property	1.11	Maplewood	0.3%
Property	1.12	Kenwood	0.2%
Loan	2	North Point Center East (36)	7.7%	315,993	78,998		Springing		7,751,907	Springing
Loan	3	Williamsburg Premium Outlets (34)	6.2%		Springing		Springing
Loan	4	Intercontinental Kansas City Hotel (34)	5.6%	145,115	72,557		Springing		15,898,677	Springing
Loan	5	Netflix HQ 1	5.2%	504,402	Springing	161,710	Springing		2,028,224	Springing
Loan	6	Columbus Park Crossing (34)	5.0%	95,633	47,816		Springing		58,590	Springing
Loan	7	Promenade Gateway (34)	3.7%	120,000	53,200	21,500	3,900		200,000
Loan	8	Shutterfly	3.7%		26,800	9,000	4,900		759,500	Springing
Loan	9	I-5 Self-Storage	2.9%	61,404	20,468		Springing
Loan	10	Birch Run Premium Outlets (34)	2.5%		Springing		Springing
Loan	11	Santa Monica Multifamily Portfolio (34)(35)	2.5%	213,993	71,540		Springing	34,500
Property	11.01	2001 Olympic Boulevard	0.6%
Property	11.02	2029 Olympic Boulevard	0.4%
Property	11.03	1423 on 6th Street	0.2%
Property	11.04	1422 on 6th Street	0.2%
Property	11.05	1430 on 7th Street	0.2%
Property	11.06	1537 on 7th Street	0.2%
Property	11.07	1422 on 7th Street	0.2%
Property	11.08	1428 on 6th Street	0.2%
Property	11.09	1425 on 6th Street	0.2%
Property	11.10	1432 on 7th Street	0.1%
Property	11.11	1522 on 6th Street	0.1%
Loan	12	Villas at Tenison (36)	2.4%	27,836	27,836	34,895	11,632	6,600
Loan	13	Bowie Plaza	2.2%	121,306	24,261		2,508		65,625	Springing
Loan	14	Residence Inn Austin	2.1%	218,042	21,804		Springing		14,720	Springing
Loan	15	Alexis at Town East	2.0%	90,000	50,000	18,500	6,200		100,000
Loan	16	Coral Island Shopping Center	1.7%		38,504		Springing		237,154	Springing
Loan	17	River Valley Plaza	1.5%	13,311	13,311	4,698	2,349	584,024	34,357	Springing
Loan	18	MVP Indianapolis Parking Portfolio	1.0%	57,930	14,470	4,159	832			Springing
Property	18.01	112 East Washington Street	0.7%
Property	18.02	301 East Washington Street	0.3%
Loan	19	MVP Missouri Parking Portfolio	0.4%	17,657	8,829	5,972	1,194			Springing
Property	19.01	916 Convention Plaza	0.2%
Property	19.02	1010 Convention Plaza	0.2%
Property	19.03	1109 Cherry Street	0.0%
Loan	20	Southeast Plaza	1.4%	113,691	9,474	56,522	5,652		27,090
Loan	21	Colony Crossing at Madison	1.3%		14,217		Springing	3,000	47,133
Loan	22	Eastwood Square	1.3%	129,116	32,279		Springing			Springing
Loan	23	Bear Valley Medical and Business Center	1.2%	24,252	8,084	3,423	1,711
Loan	24	8911 Aviation Blvd (36)	1.2%		Springing		Springing			Springing
Loan	25	Hampton Inn Southgate	1.2%	50,000	10,000	55,000	4,700		12,045	Springing
Loan	26	Santa Clarita Marketplace and Santa Clarita Crossroads (36)	1.2%		Springing		Springing
Loan	27	Comfort Suites and La Quinta Inn Portfolio	1.0%		10,281	36,407	6,068			Springing
Property	27.01	Comfort Suites Beaumont	0.6%
Property	27.02	La Quinta Inn Lumberton	0.4%
Loan	28	Petsmart Sunnyvale	1.0%	47,219	Springing		Springing		214,173	Springing

 A-1-25

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of	Upfront	Monthly	Upfront	Monthly	Upfront	Upfront	Monthly
Property			Initial Pool	Tax	Tax	Insurance	Insurance	Engineering	Other	Other
Flag	ID	Property Name	Balance	Reserves ($) (27)	Reserves ($) (28)	Reserves($) (27)	Reserves ($) (28)	Reserve($) (27)	Reserves ($) (27)	Reserves ($) (28)(29)(30)(31)
Loan	29	Hampton Inn Eau Claire	1.0%	16,003	9,696	19,838	1,803	30,660	1,423,600	Springing
Loan	30	Colony Square Atascadero	1.0%	45,578	12,777	1,593	2,000			Springing
Loan	31	Pioneer Business Center	0.9%	18,050	6,261	16,200	1,500	113,190		Springing
Loan	32	Academy Sports Decatur	0.8%		Springing		Springing
Loan	33	Baggett and Shaw Warehouse	0.8%	8,721	8,721		Springing	10,813		Springing
Loan	34	Western Village MHC	0.8%	88,743	17,749	5,238	1,048		2,500
Loan	35	Comfort Suites Kissimmee	0.8%	30,304	15,152	75,122	8,347		2,143,806	Springing
Loan	36	Meadows of Geneseo	0.8%	55,000	16,000	15,000	4,000	23,813	350,000	Springing
Loan	37	University at Buffalo Neurology Building	0.8%	17,571	5,857	2,349	392			Springing
Loan	38	West-Ward Pharmaceutical	0.8%	30,637	8,172	592	592		23,121
Loan	39	Mil-Pine Plaza	0.7%		Springing		Springing	31,841		Springing
Loan	40	Perry Place Apartments	0.7%	2,625	1,313	8,248	1,375
Loan	41	Shoppes at Banks Crossing	0.7%		4,001	10,449	2,612	20,719	5,939
Loan	42	Oak Hills Village	0.7%		15,013	35,657	4,457	9,000
Loan	43	BJ’s Wholesale Club Norfolk	0.7%		Springing		Springing		3,589	3,589
Loan	44	Walgreens – Metairie, LA	0.7%		Springing	310	Springing		25,000	Springing
Loan	45	Cypress Grove Plaza	0.6%	13,746	6,873	32,433	3,604	168,000	64,543	Springing
Loan	46	Walgreens – Mauldin, SC	0.6%		Springing		Springing			Springing
Loan	47	Radisson Cincinnati Riverfront	0.6%	26,000	11,000	43,500	6,500		754,006	Springing
Loan	48	Lockaway Self Storage O’Connor	0.6%	72,346	14,469	7,541	628
Loan	49	StaxUp Self Storage Alpine Portfolio	0.6%	20,995	5,249	1,248	416
Property	49.01	StaxUp Self Storage Tavern	0.4%
Property	49.02	StaxUp Self Storage Alpine	0.2%
Loan	50	StaxUp Self Storage Murrieta	0.5%	27,072	5,414	606	303
Loan	51	Mentis Medical Office	0.5%		Springing	15,975	Springing			Springing
Loan	52	1700 W. 18th Street	0.5%	47,500	7,881	904	904			Springing
Loan	53	Comfort Suites Locust Grove	0.5%	7,867	3,938	12,292	1,537	9,375	42,000	Springing
Loan	54	UP Industrial	0.5%		Springing		Springing
Loan	55	Quality Suites Pineville	0.5%		3,100		2,400	4,375
Loan	56	Storage Pros Redford	0.5%	15,439	7,719	3,015	603
Loan	57	Storage Pros Antioch	0.4%		4,479	2,995	499
Loan	58	Comfort Suites Forsyth	0.4%	2,202	2,202	17,170	1,908	7,125
Loan	59	Marquis Ranch Self Storage	0.4%	26,713	2,671	3,009	752
Loan	60	Paddock Building	0.3%	45,290	4,117		Springing	38,324	14,327
Loan	61	Bronzeville Apartments	0.3%	22,000	3,000	4,000	1,200
Property	61.01	4417-4419 South Indiana Avenue	0.2%
Property	61.02	4235-4237 South Calumet Avenue	0.1%
Loan	62	Rochester House Apartments	0.2%	14,123	7,062	13,651	1,950
Loan	63	Elmsleigh Apartments	0.2%	20,246	6,749	13,348	1,907
Loan	64	Pep Boys Winter Haven	0.1%	2,618	1,309		Springing			Springing

 A-1-26

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of	Other
Property			Initial Pool	Reserves
Flag	ID	Property Name	Balance	Description
Loan	1	Sun MHC Portfolio (34)	9.3%
Property	1.01	Silver Star	2.0%
Property	1.02	West Glen Village	1.6%
Property	1.03	Edwardsville	1.6%
Property	1.04	Sherman Oaks	0.9%
Property	1.05	College Park Estates	0.7%
Property	1.06	Snow to Sun	0.5%
Property	1.07	Casa Del Valle	0.4%
Property	1.08	Valley View Estates	0.4%
Property	1.09	Colonial Village	0.3%
Property	1.10	Village Trails	0.3%
Property	1.11	Maplewood	0.3%
Property	1.12	Kenwood	0.2%
Loan	2	North Point Center East (36)	7.7%	MedAssets Rent Concession (Upfront: 4,106,632); Ipswitch Rent Concession (Upfront: 165,751); MedAssets TILC (Upfront: 2,519,612); Ipswitch TILC (Upfront: 334,494); Major Tenant (Springing Monthly: Excess Cash Flow); Baird Rent Concession (Upfront: 125,418); MedAssets Initial (Upfront: 500,000)
Loan	3	Williamsburg Premium Outlets (34)	6.2%
Loan	4	Intercontinental Kansas City Hotel (34)	5.6%	PIP (Upfront: 15,898,677; Monthly: Springing)
Loan	5	Netflix HQ 1	5.2%	Free Rent Reserve (Upfront: 2,028,224); Lease Sweep Reserve (Springing Monthly: Excess Cash Flow)
Loan	6	Columbus Park Crossing (34)	5.0%	Ground Rent Reserve (Upfront: 58,590; Springing Monthly: Ground Rent Funds)
Loan	7	Promenade Gateway (34)	3.7%	AMC Theater Conversion Reserve (Upfront: 200,000)
Loan	8	Shutterfly	3.7%	Special Rollover Reserve (Springing Monthly: Excess Cash Flow); Security Deposit (Upfront: 759,500)
Loan	9	I-5 Self-Storage	2.9%
Loan	10	Birch Run Premium Outlets (34)	2.5%
Loan	11	Santa Monica Multifamily Portfolio (34)(35)	2.5%
Property	11.01	2001 Olympic Boulevard	0.6%
Property	11.02	2029 Olympic Boulevard	0.4%
Property	11.03	1423 on 6th Street	0.2%
Property	11.04	1422 on 6th Street	0.2%
Property	11.05	1430 on 7th Street	0.2%
Property	11.06	1537 on 7th Street	0.2%
Property	11.07	1422 on 7th Street	0.2%
Property	11.08	1428 on 6th Street	0.2%
Property	11.09	1425 on 6th Street	0.2%
Property	11.10	1432 on 7th Street	0.1%
Property	11.11	1522 on 6th Street	0.1%
Loan	12	Villas at Tenison (36)	2.4%
Loan	13	Bowie Plaza	2.2%	Environmental Reserve (Upfront: 65,625); Lease Sweep Reserve (Springing Monthly: Excess Cash Flow)
Loan	14	Residence Inn Austin	2.1%	Free Rent Reserve (Upfront: 14,720); Specified Tenant Reserve (Future one-time deposit: Springing)
Loan	15	Alexis at Town East	2.0%	Liquidity Reserve (Upfront: 100,000)
Loan	16	Coral Island Shopping Center	1.7%	Major Tenant Rollover Reserve (Springing Monthly: Excess Cash Flow); Rent Concession Reserve Fund (Upfront: 16,874); TILC Reserve (Upfront: 220,280)
Loan	17	River Valley Plaza	1.5%	Free Rent Reserve (Upfront: 34,357); Lease Sweep Reserve (Springing Monthly: Excess Cash Flow)
Loan	18	MVP Indianapolis Parking Portfolio	1.0%	Tenant Reserve (Springing Monthly: Excess Cash Flow)
Property	18.01	112 East Washington Street	0.7%
Property	18.02	301 East Washington Street	0.3%
Loan	19	MVP Missouri Parking Portfolio	0.4%	Tenant Reserve (Springing Monthly: Excess Cash Flow)
Property	19.01	916 Convention Plaza	0.2%
Property	19.02	1010 Convention Plaza	0.2%
Property	19.03	1109 Cherry Street	0.0%
Loan	20	Southeast Plaza	1.4%	Jersey Mike’s Reserve (Upfront: 22,800); Rent Concession Reserve (Upfront: 4,290)
Loan	21	Colony Crossing at Madison	1.3%	OTF Reserve (Upfront: 47,133)
Loan	22	Eastwood Square	1.3%	Lease Sweep Reserve (Springing Monthly: Excess Cash Flow)
Loan	23	Bear Valley Medical and Business Center	1.2%
Loan	24	8911 Aviation Blvd (36)	1.2%	Special Rollover Reserve (Springing Monthly: Excess Cash Flow)
Loan	25	Hampton Inn Southgate	1.2%	PIP Reserve (Upfront: 12,045; Monthly Springing: Excess Cash Flow)
Loan	26	Santa Clarita Marketplace and Santa Clarita Crossroads (36)	1.2%
Loan	27	Comfort Suites and La Quinta Inn Portfolio	1.0%	Required Future PIP Renovations (Future one-time deposit: Springing)
Property	27.01	Comfort Suites Beaumont	0.6%
Property	27.02	La Quinta Inn Lumberton	0.4%
Loan	28	Petsmart Sunnyvale	1.0%	Lease Sweep Reserve (Springing Monthly: Excess Cash Flow); Free Rent (Upfront: 214,173)

 A-1-27

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of	Other
Property			Initial Pool	Reserves
Flag	ID	Property Name	Balance	Description
Loan	29	Hampton Inn Eau Claire	1.0%	PIP Reserve (Upfront: 1,384,734; Monthly: Springing); Seasonal Working Reserve (Upfront: 38,866; Monthly: Springing)
Loan	30	Colony Square Atascadero	1.0%	Special Rollover Reserve (Springing Monthly: Excess Cash Flow)
Loan	31	Pioneer Business Center	0.9%	Special Rollover Reserve (Springing Monthly: Excess Cash Flow)
Loan	32	Academy Sports Decatur	0.8%
Loan	33	Baggett and Shaw Warehouse	0.8%	Lease Sweep Reserve (Springing Monthly: Excess Cash Flow)
Loan	34	Western Village MHC	0.8%	Environmental Reserve (Upfront: 2,500)
Loan	35	Comfort Suites Kissimmee	0.8%	Seasonality Reserve (Upfront: 150,000; Monthly: Springing); Current PIP Renovations (Upfront: 1,993,806)
Loan	36	Meadows of Geneseo	0.8%	Seasonality Reserve (Upfront: 350,000; Monthly: August 250,000, January 350,000)
Loan	37	University at Buffalo Neurology Building	0.8%	Lease Sweep Reserve (Springing Monthly: Excess Cash Flow)
Loan	38	West-Ward Pharmaceutical	0.8%	Rent Concession Reserve Fund (Upfront: 23,121)
Loan	39	Mil-Pine Plaza	0.7%	Major Tenant Rollover Reserve (Springing Monthly: Excess Cash Flow)
Loan	40	Perry Place Apartments	0.7%
Loan	41	Shoppes at Banks Crossing	0.7%	Free Rent (Upfront: 5,939)
Loan	42	Oak Hills Village	0.7%
Loan	43	BJ’s Wholesale Club Norfolk	0.7%	Ground Rent Reserve (Upfront: 3,589; Monthly: 3,589)
Loan	44	Walgreens – Metairie, LA	0.7%	Environmental Reserve (Upfront: 25,000); Lease Sweep Reserve (Springing Monthly: Excess: Cash Flow)
Loan	45	Cypress Grove Plaza	0.6%	Gold’s Gym Reserve (Upfront: 62,043; Springing Monthly: Excess Cash Flow); Environmental Reserve (Upfront: 2,500)
Loan	46	Walgreens – Mauldin, SC	0.6%	Lease Sweep Reserve (Springing Monthly: Excess Cash Flow)
Loan	47	Radisson Cincinnati Riverfront	0.6%	PIP Reserve (Upfront: 750,000); Ground Lease Reserve (Upfront: 4,006); Seasonality Reserve (Springing Monthly: Determined by Lender in its reasonable discretion)
Loan	48	Lockaway Self Storage O’Connor	0.6%
Loan	49	StaxUp Self Storage Alpine Portfolio	0.6%
Property	49.01	StaxUp Self Storage Tavern	0.4%
Property	49.02	StaxUp Self Storage Alpine	0.2%
Loan	50	StaxUp Self Storage Murrieta	0.5%
Loan	51	Mentis Medical Office	0.5%	Special Rollover Reserve (Springing Monthly: Excess Cash Flow)
Loan	52	1700 W. 18th Street	0.5%	Special Rollover Reserve (Springing Monthly: Excess Cash Flow)
Loan	53	Comfort Suites Locust Grove	0.5%	Seasonal Working Capital Reserve (Upfront: 42,000; Monthly: Springing)
Loan	54	UP Industrial	0.5%
Loan	55	Quality Suites Pineville	0.5%	Franchise Agreement PIP Reserve of 1.0%; Supplemental PIP Reserve (Springing Monthly: 10,714)
Loan	56	Storage Pros Redford	0.5%
Loan	57	Storage Pros Antioch	0.4%
Loan	58	Comfort Suites Forsyth	0.4%
Loan	59	Marquis Ranch Self Storage	0.4%
Loan	60	Paddock Building	0.3%	Specified Tenant Reserve (Upfront: 14,327)
Loan	61	Bronzeville Apartments	0.3%
Property	61.01	4417-4419 South Indiana Avenue	0.2%
Property	61.02	4235-4237 South Calumet Avenue	0.1%
Loan	62	Rochester House Apartments	0.2%
Loan	63	Elmsleigh Apartments	0.2%
Loan	64	Pep Boys Winter Haven	0.1%	Pep Boys Reserve (Springing Monthly: Excess Cash Flow)

 A-1-28

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of	Environmental
Property			Initial Pool	Report	Engineering	Loan
Flag	ID	Property Name	Balance	Date (32)(33)	Report Date	Purpose	Sponsor (26)
Loan	1	Sun MHC Portfolio (34)	9.3%			Acquisition	Ross H. Partrich
Property	1.01	Silver Star	2.0%	10/15/2015	11/16/2015
Property	1.02	West Glen Village	1.6%	10/16/2015	10/21/2015
Property	1.03	Edwardsville	1.6%	10/16/2015	10/21/2015
Property	1.04	Sherman Oaks	0.9%	10/16/2015	11/16/2015
Property	1.05	College Park Estates	0.7%	10/14/2015	11/16/2015
Property	1.06	Snow to Sun	0.5%	10/14/2015	10/21/2015
Property	1.07	Casa Del Valle	0.4%	10/14/2015	10/21/2015
Property	1.08	Valley View Estates	0.4%	10/16/2015	10/21/2015
Property	1.09	Colonial Village	0.3%	10/16/2015	10/21/2015
Property	1.10	Village Trails	0.3%	10/15/2015	10/21/2015
Property	1.11	Maplewood	0.3%	10/14/2015	10/21/2015
Property	1.12	Kenwood	0.2%	10/14/2015	10/21/2015
Loan	2	North Point Center East (36)	7.7%	10/12/2015	10/13/2015	Acquisition	Accesso Investment Properties V, LLLP
Loan	3	Williamsburg Premium Outlets (34)	6.2%	12/11/2015	12/11/2015	Refinance	Simon Property Group, L.P.
Loan	4	Intercontinental Kansas City Hotel (34)	5.6%	12/09/2015	12/09/2015	Acquisition	TH Investment Holdings II, LLC
Loan	5	Netflix HQ 1	5.2%	07/14/2015	07/24/2015	Acquisition	Wealth Management Capital Holding GMBH
Loan	6	Columbus Park Crossing (34)	5.0%	07/31/2015	07/31/2015	Refinance	Allan V. Rose
Loan	7	Promenade Gateway (34)	3.7%	09/14/2015	09/14/2015	Refinance	Maxxam Enterprises, L.P.; 3D Investments III, L.P.
Loan	8	Shutterfly	3.7%	10/16/2015	10/16/2015	Acquisition	Rajan Watumull
Loan	9	I-5 Self-Storage	2.9%	10/29/2015	10/29/2015	Refinance	Marianne J. Moy
Loan	10	Birch Run Premium Outlets (34)	2.5%	12/11/2015	12/11/2015	Refinance	Simon Property Group, L.P.
Loan	11	Santa Monica Multifamily Portfolio (34)(35)	2.5%			Refinance	Neil Shekhter; Margot Shekhter; NMS Family Living Trust
Property	11.01	2001 Olympic Boulevard	0.6%	08/12/2015	08/13/2015
Property	11.02	2029 Olympic Boulevard	0.4%	08/12/2015	08/13/2015
Property	11.03	1423 on 6th Street	0.2%	08/13/2015	08/13/2015
Property	11.04	1422 on 6th Street	0.2%	08/13/2015	08/13/2015
Property	11.05	1430 on 7th Street	0.2%	08/13/2015	08/13/2015
Property	11.06	1537 on 7th Street	0.2%	08/13/2015	08/13/2015
Property	11.07	1422 on 7th Street	0.2%	08/13/2015	08/13/2015
Property	11.08	1428 on 6th Street	0.2%	08/13/2015	08/13/2015
Property	11.09	1425 on 6th Street	0.2%	08/13/2015	08/13/2015
Property	11.10	1432 on 7th Street	0.1%	08/13/2015	08/13/2015
Property	11.11	1522 on 6th Street	0.1%	08/13/2015	08/13/2015
Loan	12	Villas at Tenison (36)	2.4%	10/28/2015	10/28/2015	Refinance	John J. Griggs, III; Cross K. Moceri
Loan	13	Bowie Plaza	2.2%	11/02/2015	10/30/2015	Acquisition	Myron D. Vogel
Loan	14	Residence Inn Austin	2.1%	06/25/2015	06/23/2015	Acquisition	Brett C. Moody; Moody National REIT II, Inc.
Loan	15	Alexis at Town East	2.0%	12/16/2015	12/16/2015	Refinance	Jeffrey Clark; Robert D. Gomes; Karen E. Kennedy
Loan	16	Coral Island Shopping Center	1.7%	10/14/2015	10/14/2015	Refinance	Stanley Werb
Loan	17	River Valley Plaza	1.5%	10/08/2015	12/14/2015	Acquisition	David Grunberger
Loan	18	MVP Indianapolis Parking Portfolio	1.0%			Acquisition	Michael Shustek
Property	18.01	112 East Washington Street	0.7%	08/14/2015	01/06/2016
Property	18.02	301 East Washington Street	0.3%	09/24/2015	01/06/2016
Loan	19	MVP Missouri Parking Portfolio	0.4%			Acquisition	Michael Shustek
Property	19.01	916 Convention Plaza	0.2%	06/03/2015	01/06/2016
Property	19.02	1010 Convention Plaza	0.2%	04/02/2015	01/06/2016
Property	19.03	1109 Cherry Street	0.0%	09/29/2015	01/06/2016
Loan	20	Southeast Plaza	1.4%	08/27/2015	08/28/2015	Refinance	Victory Real Estate Investments, LLC
Loan	21	Colony Crossing at Madison	1.3%	07/06/2015	10/29/2015	Acquisition	Jeffrey A. Bayer; David L. Silverstein; Jon W. Rotenstreich; Blake R. Berg; Mark C. Ibanez
Loan	22	Eastwood Square	1.3%	09/22/2015	09/22/2015	Refinance	Lawrence B. Levey
Loan	23	Bear Valley Medical and Business Center	1.2%	08/31/2015	08/31/2015	Refinance	Donald P. Brown
Loan	24	8911 Aviation Blvd (36)	1.2%	08/25/2015	11/23/2015	Recapitalization	Hackman Capital Partners, LLC; Michael D. Hackman
Loan	25	Hampton Inn Southgate	1.2%	11/20/2015	11/05/2015	Acquisition	Tarrunumn Murad
Loan	26	Santa Clarita Marketplace and Santa Clarita Crossroads (36)	1.2%	06/19/2015	10/21/2015	Refinance	Jeffrey S. Mayer
Loan	27	Comfort Suites and La Quinta Inn Portfolio	1.0%			Refinance	Jayesh J. Patel; Hasmukhbhai R. Patel; Vijay R. Vakil
Property	27.01	Comfort Suites Beaumont	0.6%	09/24/2015	09/24/2015
Property	27.02	La Quinta Inn Lumberton	0.4%	09/24/2015	09/24/2015
Loan	28	Petsmart Sunnyvale	1.0%	11/12/2015	11/11/2015	Refinance	Randall E. Kessler

 A-1-29

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of	Environmental
Property			Initial Pool	Report	Engineering	Loan
Flag	ID	Property Name	Balance	Date (32)(33)	Report Date	Purpose	Sponsor (26)
Loan	29	Hampton Inn Eau Claire	1.0%	11/09/2015	11/09/2015	Acquisition	Kent Oliver
Loan	30	Colony Square Atascadero	1.0%	11/25/2015	11/25/2015	Acquisition	Jeffrey C. Nelson
Loan	31	Pioneer Business Center	0.9%	10/29/2015	09/02/2015	Refinance	Richard C. Dentt
Loan	32	Academy Sports Decatur	0.8%	10/07/2015	10/08/2015	Refinance	Richard C. Dunsay
Loan	33	Baggett and Shaw Warehouse	0.8%	11/05/2015	11/06/2015	Refinance	Arthur Page Sloss, Jr.; Catherine Sloss Jones
Loan	34	Western Village MHC	0.8%	10/19/2015	11/23/2015	Refinance	James W. Soboleski; Benjamin Kadish
Loan	35	Comfort Suites Kissimmee	0.8%	10/07/2015	10/06/2015	Refinance	Cynthia M. Brooks
Loan	36	Meadows of Geneseo	0.8%	10/28/2015	11/02/2015	Refinance	E. Phillip Saunders; Joseph G. Bucci
Loan	37	University at Buffalo Neurology Building	0.8%	08/27/2015	08/27/2015	Refinance	John Yurtchuk
Loan	38	West-Ward Pharmaceutical	0.8%	09/15/2015	09/16/2015	Refinance	John E. Shaffer; Robert E. Smietana
Loan	39	Mil-Pine Plaza	0.7%	09/18/2015	09/22/2015	Refinance	Arthur M. Gellman; George I. Gellman
Loan	40	Perry Place Apartments	0.7%	11/25/2015	11/25/2015	Acquisition	Louis J. Rogers
Loan	41	Shoppes at Banks Crossing	0.7%	10/14/2015	10/14/2015	Refinance	Shraga F. Schorr
Loan	42	Oak Hills Village	0.7%	10/19/2015	10/16/2015	Acquisition	Gregory S. Simms; Christopher C. Simms
Loan	43	BJ’s Wholesale Club Norfolk	0.7%	12/16/2015	11/30/2015	Refinance	Ronald N. Weiser; Ronald N. Weiser as Trustee of the Ronald N. Weiser Trust u/a/d June 7, 1983, as amended and/or restated
Loan	44	Walgreens – Metairie, LA	0.7%	08/26/2015	08/26/2015	Refinance	Louis Silverman
Loan	45	Cypress Grove Plaza	0.6%	10/22/2015	10/22/2015	Refinance	Thomas J. Cannon, III
Loan	46	Walgreens – Mauldin, SC	0.6%	08/26/2015	08/26/2015	Refinance	Louis Silverman
Loan	47	Radisson Cincinnati Riverfront	0.6%	09/16/2015	09/15/2015	Recapitalization	Fayez A. Thawer
Loan	48	Lockaway Self Storage O’Connor	0.6%	05/27/2015	05/29/2015	Refinance	Randall U. Strauss
Loan	49	StaxUp Self Storage Alpine Portfolio	0.6%			Refinance	Randall U. Strauss
Property	49.01	StaxUp Self Storage Tavern	0.4%	06/15/2015	06/17/2015
Property	49.02	StaxUp Self Storage Alpine	0.2%	06/16/2015	06/17/2015
Loan	50	StaxUp Self Storage Murrieta	0.5%	07/06/2015	07/06/2015	Refinance	Randall U. Strauss
Loan	51	Mentis Medical Office	0.5%	10/12/2015	08/24/2015	Acquisition	Louis J. Rogers
Loan	52	1700 W. 18th Street	0.5%	11/03/2015	11/02/2015	Acquisition	L. Jayson Lemberg; James B. Peterson, Jr.; Samuel Polese
Loan	53	Comfort Suites Locust Grove	0.5%	11/20/2015	11/09/2015	Refinance	Farid F. Kapadia
Loan	54	UP Industrial	0.5%	09/30/2015	09/28/2015	Acquisition	Gladstone Commercial Corporation
Loan	55	Quality Suites Pineville	0.5%	09/04/2015	09/04/2015	Refinance	Ulkesh Desai; Hina Desai
Loan	56	Storage Pros Redford	0.5%	08/25/2015	08/25/2015	Acquisition	David M. Levenfeld; Ian M. Burnstein
Loan	57	Storage Pros Antioch	0.4%	09/02/2015	09/02/2015	Acquisition	David M. Levenfeld; Ian M. Burnstein
Loan	58	Comfort Suites Forsyth	0.4%	08/26/2015	08/26/2015	Refinance	Farid F. Kapadia
Loan	59	Marquis Ranch Self Storage	0.4%	09/28/2015	09/28/2015	Refinance	T. Davis Gordon
Loan	60	Paddock Building	0.3%	10/27/2015	10/22/2015	Refinance	Francis Greenburger
Loan	61	Bronzeville Apartments	0.3%			Refinance	Jonanthan Mickelson; Julian Mickelson
Property	61.01	4417-4419 South Indiana Avenue	0.2%	10/16/2015	10/16/2015
Property	61.02	4235-4237 South Calumet Avenue	0.1%	10/16/2015	10/16/2015
Loan	62	Rochester House Apartments	0.2%	10/09/2015	10/09/2015	Refinance	Harold Kulish; Harold Kulish, as trustee of the Harold Kulish Trust under Agreement dated April 12, 1976, as amended and restated on March 12, 2009
Loan	63	Elmsleigh Apartments	0.2%	10/09/2015	10/12/2015	Refinance	Harold Kulish; Harold Kulish, as trustee of the Harold Kulish Trust under Agreement dated April 12, 1976, as amended and restated on March 12, 2009
Loan	64	Pep Boys Winter Haven	0.1%	10/22/2015	10/22/2015	Recapitalization	Thomas J. Cannon, III

 A-1-30

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of
Property			Initial Pool
Flag	ID	Property Name	Balance	Guarantor	Previous Securitization
Loan	1	Sun MHC Portfolio (34)	9.3%	Ross H. Partrich
Property	1.01	Silver Star	2.0%		BACM 2004-3
Property	1.02	West Glen Village	1.6%
Property	1.03	Edwardsville	1.6%
Property	1.04	Sherman Oaks	0.9%
Property	1.05	College Park Estates	0.7%
Property	1.06	Snow to Sun	0.5%		GECMC 2004-C3
Property	1.07	Casa Del Valle	0.4%		GECMC 2004-C3
Property	1.08	Valley View Estates	0.4%		JPMBB 2013-C14
Property	1.09	Colonial Village	0.3%		JPMBB 2013-C14
Property	1.10	Village Trails	0.3%		MLMT 2004-BPC1
Property	1.11	Maplewood	0.3%
Property	1.12	Kenwood	0.2%		JPMBB 2013-C14
Loan	2	North Point Center East (36)	7.7%	Accesso Investment Properties V, LLLP
Loan	3	Williamsburg Premium Outlets (34)	6.2%	Simon Property Group, L.P.	WBCMT 2006-C26; WBCMT 2006-C27; RREF 2007-1A
Loan	4	Intercontinental Kansas City Hotel (34)	5.6%	TH Investment Holdings II, LLC	WBCMT 2006-C23
Loan	5	Netflix HQ 1	5.2%	NAP
Loan	6	Columbus Park Crossing (34)	5.0%	Allan V. Rose	BACM 2007-4
Loan	7	Promenade Gateway (34)	3.7%	Maxxam Enterprises, L.P.; 3D Investments III, L.P.	MLCFC 2007-9
Loan	8	Shutterfly	3.7%	Rajan Watumull
Loan	9	I-5 Self-Storage	2.9%	Marianne J. Moy
Loan	10	Birch Run Premium Outlets (34)	2.5%	Simon Property Group, L.P.	WBCMT 2006-C26; WBCMT 2006-C27; RREF 2007-1A
Loan	11	Santa Monica Multifamily Portfolio (34)(35)	2.5%	Neil Shekhter; Margot Shekhter; NMS Family Living Trust
Property	11.01	2001 Olympic Boulevard	0.6%		FHMS K007
Property	11.02	2029 Olympic Boulevard	0.4%
Property	11.03	1423 on 6th Street	0.2%
Property	11.04	1422 on 6th Street	0.2%
Property	11.05	1430 on 7th Street	0.2%
Property	11.06	1537 on 7th Street	0.2%
Property	11.07	1422 on 7th Street	0.2%
Property	11.08	1428 on 6th Street	0.2%
Property	11.09	1425 on 6th Street	0.2%
Property	11.10	1432 on 7th Street	0.1%
Property	11.11	1522 on 6th Street	0.1%
Loan	12	Villas at Tenison (36)	2.4%	John J. Griggs, III; Cross K. Moceri
Loan	13	Bowie Plaza	2.2%	Myron D. Vogel	JPMCC 2005-CB12
Loan	14	Residence Inn Austin	2.1%	Brett C. Moody; Moody National REIT II, Inc.
Loan	15	Alexis at Town East	2.0%	Jeffrey Clark; Robert D. Gomes; Karen E. Kennedy	WBCMT 2006-C23
Loan	16	Coral Island Shopping Center	1.7%	Stanley Werb	CSFB 2005-C1
Loan	17	River Valley Plaza	1.5%	David Grunberger
Loan	18	MVP Indianapolis Parking Portfolio	1.0%	Michael Shustek
Property	18.01	112 East Washington Street	0.7%
Property	18.02	301 East Washington Street	0.3%
Loan	19	MVP Missouri Parking Portfolio	0.4%	Michael Shustek
Property	19.01	916 Convention Plaza	0.2%
Property	19.02	1010 Convention Plaza	0.2%
Property	19.03	1109 Cherry Street	0.0%
Loan	20	Southeast Plaza	1.4%	Victory Real Estate Investments, LLC
Loan	21	Colony Crossing at Madison	1.3%	Jeffrey A. Bayer; David L. Silverstein; Jon W. Rotenstreich; Blake R. Berg; Mark C. Ibanez
Loan	22	Eastwood Square	1.3%	Lawrence B. Levey
Loan	23	Bear Valley Medical and Business Center	1.2%	Donald P. Brown	MLMT 2005-LC1
Loan	24	8911 Aviation Blvd (36)	1.2%	Hackman Capital Partners, LLC; Michael D. Hackman
Loan	25	Hampton Inn Southgate	1.2%	Tarrunumn Murad
Loan	26	Santa Clarita Marketplace and Santa Clarita Crossroads (36)	1.2%	Jeffrey S. Mayer	GSMS 2006-GC6
Loan	27	Comfort Suites and La Quinta Inn Portfolio	1.0%	Jayesh J. Patel; Hasmukhbhai R. Patel; Vijay R. Vakil
Property	27.01	Comfort Suites Beaumont	0.6%
Property	27.02	La Quinta Inn Lumberton	0.4%
Loan	28	Petsmart Sunnyvale	1.0%	Randall E. Kessler

 A-1-31

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of
Property			Initial Pool
Flag	ID	Property Name	Balance	Guarantor	Previous Securitization
Loan	29	Hampton Inn Eau Claire	1.0%	Kent Oliver	LBUBS 2006-C6
Loan	30	Colony Square Atascadero	1.0%	Jeffrey C. Nelson
Loan	31	Pioneer Business Center	0.9%	Richard C. Dentt	CSFB 2005-C6
Loan	32	Academy Sports Decatur	0.8%	Richard C. Dunsay
Loan	33	Baggett and Shaw Warehouse	0.8%	Arthur Page Sloss, Jr.; Catherine Sloss Jones	MLCFC 2006-1
Loan	34	Western Village MHC	0.8%	James W. Soboleski; Benjamin Kadish	FNA 2014-M3
Loan	35	Comfort Suites Kissimmee	0.8%	Cynthia M. Brooks	CSFB 2005-C6
Loan	36	Meadows of Geneseo	0.8%	E. Phillip Saunders; Joseph G. Bucci	GSMS 2006-GG8
Loan	37	University at Buffalo Neurology Building	0.8%	John Yurtchuk
Loan	38	West-Ward Pharmaceutical	0.8%	John E. Shaffer; Robert E. Smietana
Loan	39	Mil-Pine Plaza	0.7%	Arthur M. Gellman; George I. Gellman	JPMCC 2005-CB13
Loan	40	Perry Place Apartments	0.7%	Louis J. Rogers
Loan	41	Shoppes at Banks Crossing	0.7%	Shraga F. Schorr
Loan	42	Oak Hills Village	0.7%	Gregory S. Simms; Christopher C. Simms
Loan	43	BJ’s Wholesale Club Norfolk	0.7%	Ronald N. Weiser; Ronald N. Weiser as Trustee of the Ronald N. Weiser Trust u/a/d June 7, 1983, as amended and/or restated	MLMT 2006-C1
Loan	44	Walgreens – Metairie, LA	0.7%	Louis Silverman	WBCMT 2005-C22
Loan	45	Cypress Grove Plaza	0.6%	Thomas J. Cannon, III	CGCMT 2006-C4
Loan	46	Walgreens – Mauldin, SC	0.6%	Louis Silverman	WBCMT 2005-C22
Loan	47	Radisson Cincinnati Riverfront	0.6%	Fayez A. Thawer
Loan	48	Lockaway Self Storage O’Connor	0.6%	Randall U. Strauss
Loan	49	StaxUp Self Storage Alpine Portfolio	0.6%	Randall U. Strauss
Property	49.01	StaxUp Self Storage Tavern	0.4%		MSC 2005-HQ7
Property	49.02	StaxUp Self Storage Alpine	0.2%		MSC 2005-HQ7
Loan	50	StaxUp Self Storage Murrieta	0.5%	Randall U. Strauss	MLMT 2005-LC1
Loan	51	Mentis Medical Office	0.5%	Louis J. Rogers
Loan	52	1700 W. 18th Street	0.5%	L. Jayson Lemberg; James B. Peterson, Jr.; Samuel Polese
Loan	53	Comfort Suites Locust Grove	0.5%	Farid F. Kapadia
Loan	54	UP Industrial	0.5%	Gladstone Commercial Corporation
Loan	55	Quality Suites Pineville	0.5%	Ulkesh Desai; Hina Desai
Loan	56	Storage Pros Redford	0.5%	David M. Levenfeld; Ian M. Burnstein
Loan	57	Storage Pros Antioch	0.4%	David M. Levenfeld; Ian M. Burnstein
Loan	58	Comfort Suites Forsyth	0.4%	Farid F. Kapadia
Loan	59	Marquis Ranch Self Storage	0.4%	T. Davis Gordon
Loan	60	Paddock Building	0.3%	Francis Greenburger	MLMT 2005-CKI1
Loan	61	Bronzeville Apartments	0.3%	Jonanthan Mickelson; Julian Mickelson
Property	61.01	4417-4419 South Indiana Avenue	0.2%
Property	61.02	4235-4237 South Calumet Avenue	0.1%
Loan	62	Rochester House Apartments	0.2%	Harold Kulish; Harold Kulish, as trustee of the Harold Kulish Trust under Agreement dated April 12, 1976, as amended and restated on March 12, 2009	FNA 2014-M3
Loan	63	Elmsleigh Apartments	0.2%	Harold Kulish; Harold Kulish, as trustee of the Harold Kulish Trust under Agreement dated April 12, 1976, as amended and restated on March 12, 2009	FNA 2014-M3
Loan	64	Pep Boys Winter Haven	0.1%	Thomas J. Cannon, III

 A-1-32

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of	Existing		Future Debt
Property			Initial Pool	Additional Debt		Permitted
Flag	ID	Property Name	Balance	Amount	Existing Additional Debt Description	Type
Loan	1	Sun MHC Portfolio (34)	9.3%	29,066,000	Pari Passu Debt	NAP
Property	1.01	Silver Star	2.0%
Property	1.02	West Glen Village	1.6%
Property	1.03	Edwardsville	1.6%
Property	1.04	Sherman Oaks	0.9%
Property	1.05	College Park Estates	0.7%
Property	1.06	Snow to Sun	0.5%
Property	1.07	Casa Del Valle	0.4%
Property	1.08	Valley View Estates	0.4%
Property	1.09	Colonial Village	0.3%
Property	1.10	Village Trails	0.3%
Property	1.11	Maplewood	0.3%
Property	1.12	Kenwood	0.2%
Loan	2	North Point Center East (36)	7.7%		None	Mezzanine
Loan	3	Williamsburg Premium Outlets (34)	6.2%	135,000,000	Pari Passu Debt	NAP
Loan	4	Intercontinental Kansas City Hotel (34)	5.6%	30,140,000	Pari Passu Debt	NAP
Loan	5	Netflix HQ 1	5.2%		None	NAP
Loan	6	Columbus Park Crossing (34)	5.0%	30,500,000	Pari Passu Debt	NAP
Loan	7	Promenade Gateway (34)	3.7%	60,000,000	Pari Passu Debt	NAP
Loan	8	Shutterfly	3.7%		None	NAP
Loan	9	I-5 Self-Storage	2.9%		None	NAP
Loan	10	Birch Run Premium Outlets (34)	2.5%	103,000,000	Pari Passu Debt	NAP
Loan	11	Santa Monica Multifamily Portfolio (34)(35)	2.5%	68,000,000	$62,450,000 Pari Passu; $5,550,000 Mezzanine Debt	NAP
Property	11.01	2001 Olympic Boulevard	0.6%
Property	11.02	2029 Olympic Boulevard	0.4%
Property	11.03	1423 on 6th Street	0.2%
Property	11.04	1422 on 6th Street	0.2%
Property	11.05	1430 on 7th Street	0.2%
Property	11.06	1537 on 7th Street	0.2%
Property	11.07	1422 on 7th Street	0.2%
Property	11.08	1428 on 6th Street	0.2%
Property	11.09	1425 on 6th Street	0.2%
Property	11.10	1432 on 7th Street	0.1%
Property	11.11	1522 on 6th Street	0.1%
Loan	12	Villas at Tenison (36)	2.4%		None	Mezzanine
Loan	13	Bowie Plaza	2.2%		None	NAP
Loan	14	Residence Inn Austin	2.1%		None	NAP
Loan	15	Alexis at Town East	2.0%		None	NAP
Loan	16	Coral Island Shopping Center	1.7%		None	NAP
Loan	17	River Valley Plaza	1.5%		None	No
Loan	18	MVP Indianapolis Parking Portfolio	1.0%		None	NAP
Property	18.01	112 East Washington Street	0.7%
Property	18.02	301 East Washington Street	0.3%
Loan	19	MVP Missouri Parking Portfolio	0.4%		None	NAP
Property	19.01	916 Convention Plaza	0.2%
Property	19.02	1010 Convention Plaza	0.2%
Property	19.03	1109 Cherry Street	0.0%
Loan	20	Southeast Plaza	1.4%		None	NAP
Loan	21	Colony Crossing at Madison	1.3%		None	No
Loan	22	Eastwood Square	1.3%		None	No
Loan	23	Bear Valley Medical and Business Center	1.2%		None	NAP
Loan	24	8911 Aviation Blvd (36)	1.2%		None	Mezzanine
Loan	25	Hampton Inn Southgate	1.2%		None	NAP
Loan	26	Santa Clarita Marketplace and Santa Clarita Crossroads (36)	1.2%		None	Mezzanine
Loan	27	Comfort Suites and La Quinta Inn Portfolio	1.0%		None	NAP
Property	27.01	Comfort Suites Beaumont	0.6%
Property	27.02	La Quinta Inn Lumberton	0.4%
Loan	28	Petsmart Sunnyvale	1.0%		None	No

 A-1-33

COMM 2016-DC2
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of	Existing		Future Debt
Property			Initial Pool	Additional Debt		Permitted
Flag	ID	Property Name	Balance	Amount	Existing Additional Debt Description	Type
Loan	29	Hampton Inn Eau Claire	1.0%		None	NAP
Loan	30	Colony Square Atascadero	1.0%		None	NAP
Loan	31	Pioneer Business Center	0.9%		None	NAP
Loan	32	Academy Sports Decatur	0.8%		None	NAP
Loan	33	Baggett and Shaw Warehouse	0.8%		None	NAP
Loan	34	Western Village MHC	0.8%		None	NAP
Loan	35	Comfort Suites Kissimmee	0.8%		None	NAP
Loan	36	Meadows of Geneseo	0.8%		None	NAP
Loan	37	University at Buffalo Neurology Building	0.8%		None	NAP
Loan	38	West-Ward Pharmaceutical	0.8%		None	NAP
Loan	39	Mil-Pine Plaza	0.7%		None	NAP
Loan	40	Perry Place Apartments	0.7%		None	NAP
Loan	41	Shoppes at Banks Crossing	0.7%		None	NAP
Loan	42	Oak Hills Village	0.7%		None	NAP
Loan	43	BJ’s Wholesale Club Norfolk	0.7%		None	NAP
Loan	44	Walgreens – Metairie, LA	0.7%		None	NAP
Loan	45	Cypress Grove Plaza	0.6%		None	NAP
Loan	46	Walgreens – Mauldin, SC	0.6%		None	NAP
Loan	47	Radisson Cincinnati Riverfront	0.6%		None	NAP
Loan	48	Lockaway Self Storage O’Connor	0.6%		None	NAP
Loan	49	StaxUp Self Storage Alpine Portfolio	0.6%		None	NAP
Property	49.01	StaxUp Self Storage Tavern	0.4%
Property	49.02	StaxUp Self Storage Alpine	0.2%
Loan	50	StaxUp Self Storage Murrieta	0.5%		None	NAP
Loan	51	Mentis Medical Office	0.5%		None	NAP
Loan	52	1700 W. 18th Street	0.5%		None	NAP
Loan	53	Comfort Suites Locust Grove	0.5%		None	NAP
Loan	54	UP Industrial	0.5%		None	NAP
Loan	55	Quality Suites Pineville	0.5%		None	NAP
Loan	56	Storage Pros Redford	0.5%		None	NAP
Loan	57	Storage Pros Antioch	0.4%		None	NAP
Loan	58	Comfort Suites Forsyth	0.4%		None	NAP
Loan	59	Marquis Ranch Self Storage	0.4%		None	NAP
Loan	60	Paddock Building	0.3%		None	NAP
Loan	61	Bronzeville Apartments	0.3%		None	NAP
Property	61.01	4417-4419 South Indiana Avenue	0.2%
Property	61.02	4235-4237 South Calumet Avenue	0.1%
Loan	62	Rochester House Apartments	0.2%		None	Unsecured Subordinate Debt
Loan	63	Elmsleigh Apartments	0.2%		None	Unsecured Subordinate Debt
Loan	64	Pep Boys Winter Haven	0.1%		None	NAP

 A-1-34

FOOTNOTES TO ANNEX A-1

(1) GACC—German American Capital Corporation or one of its affiliates; Keybank—KeyBank National Association or one of its affiliates; JLC—Jefferies LoanCore LLCor one of its affiliates.

(2) Loan No. 1 – Sun MHC Portfolio – The Original Balance ($) and Cut-off Date Balance ($) of $75.0 million represent the controlling Note A-1 of a $104.066 million whole loan evidenced by two pari passu notes. The pari passu companion loan is the non-controlling Note A-2 in the original principal amount of $29.066 million currently held by GACC or an affiliate.

Loan No. 3 – Williamsburg Premium Outlets – The Original Balance ($) and Cut-off Date Balance ($) of $50.0 million represent the aggregate balance of the non-controlling Note A-3 in the original principal amount of $25.0 million and the non-controlling Note A-4 in the original principal amount of $25.0 million of a $185.0 million whole loan evidenced by six pari passu notes. The pari passu companion loans are the controlling Note A-1 in the original principal amount of $40.0 million, the non-controlling Note A-2 in the original principal amount of $40.0 million, the non-controlling Note A-5 in the original principal amount of $25.0 million, and the non-controlling Note A-6 in the original principal amount of $30.0 million, which are all held by GACC or an affiliate.

Loan No. 4 – Intercontinental Kansas City Hotel – The Original Balance ($) and Cut-off Date Balance ($) of $45.0 million represent the controlling Note A-1 of a $75.14 million whole loan evidenced by two pari passu notes. The pari passu companion loan is the non-controlling Note A-2 in the original principal amount of $30.14 million, which is held by GACC or an affiliate.

Loan No. 6 – Columbus Park Crossing – The Original Balance ($) and Cut-off Date Balance ($) of $40.0 million represent the controlling Note A-1 of a $70.5 million whole loan evidenced by two pari passu notes. The pari passu companion loan is the non-controlling Note A-2 in the original principal amount of $30.5 million, which is held by GACC or an affiliate.

Loan No. 7 – Promenade Gateway – The Original Balance ($) and Cut-off Date Balance ($) of $30.0 million represent the non-controlling Note A-2 of a $90.0 million whole loan evidenced by two pari passu notes. The pari passu companion loan is the controlling Note A-1 in the original principal amount of $60.0 million, which was included in the COMM 2016-CCRE28 securitization. 

Loan No. 10 – Birch Run Premium Outlets – The Original Balance ($) and Cut-off Date Balance ($) of $20.0 million represent the non-controlling Note A-1-A of a $123.0 million whole loan evidenced by five pari passu notes. The pari passu companion loans are the controlling Note A-2 in the original principal amount of $35.0 million, and the non-controlling Notes A-1-B in the amount of $20.0 million, A-3 in the amount of $30.0 million and A-4 in the original principal amount of $18.0 million, which are all held by GACC or an affiliate.

Loan No. 11 – Santa Monica Multifamily Portfolio – The Original Balance ($) and Cut-off Date Balance ($) of $20.0 million represent the non-controlling Note A-2 of an $82.45 million whole loan evidenced by two pari passu notes. The pari passu companion loan is the controlling Note A-1 in the original principal amount of $62.45 million, which was included in the COMM 2016-CCRE28 securitization.

(3) With respect to any Mortgaged Property securing a multi-property Mortgage Loan, the amounts listed under the headings “Original Balance ($)” and “Cut-off Date Balance ($)” reflect the Allocated Loan Amount related to such Mortgaged Property.

(4) Loan No. 2 – North Point Center East – The North Point Center East Mortgage Loan was originated on December 30, 2015 and modified on January 14, 2016. Loan terms such as Original Balance, Origination Date, First Payment Date, Monthly Debt Service Payment, Seasoning, Maturity or ARD Date, and Prepayment Provision reflect the changed terms following the January 14, 2016 modification.

Loan No. 48 – Lockaway Self Storage O’Connor - The Lockaway Self Storage O’Connor Mortgage Loan was originated on May 29, 2015 and modified on November 30, 2015. Loan terms such as Original Balance, Interest Rate, Original Term to Maturity or ARD, Remaining Term to Maturity or ARD, Remaining Amortization Term, Origination Date, First Payment Date, Monthly Debt Service, Annual Debt Service, Lockbox, Cash Management, and Prepayment Provision reflect the changed terms following the November 30, 2015 modification. 

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Loan No. 49 – StaxUp Self Storage Alpine Portfolio – The StaxUp Self Storage Alpine Portfolio Mortgage Loan was originated on August 3, 2015 and modified on November 30, 2015. Loan terms such as Original Balance, Interest Rate, Original Term to Maturity or ARD, Remaining Term to Maturity or ARD, Remaining Amortization Term, Origination Date, First Payment Date, Monthly Debt Service, Annual Debt Service, Lockbox, Cash Management, and Prepayment Provision reflect the changed terms following the November 30, 2015 modification. 

Loan No. 50 – StaxUp Self Storage Murrieta – The StaxUp Self Storage Murrieta Mortgage Loan was originated on July 31, 2015 and modified on November 30, 2015. Loan terms such as Original Balance, Interest Rate, Original Term to Maturity or ARD, Remaining Term to Maturity or ARD, Remaining Amortization Term, Origination Date, First Payment Date, Monthly Debt Service, Annual Debt Service, Lockbox, Cash Management, and Prepayment Provision reflect the changed terms following the November 30, 2015 modification. 

(5) Loan No. 1 – Sun MHC Portfolio – The Sun MHC Portfolio Net Rentable Area (SF/Units/Rooms/Pads) includes 768 RV pads located across three of the Sun MHC Portfolio Properties, including Snow to Sun, Casa Del Valle and Kenwood. The Most Recent Physical Occupancy is based on the weighted average excluding the RV Pads.

Loan No. 7 – Promenade Gateway – The most recent occupancy is based on the weighted average occupancy of the following components: (i) 61,027 sq. ft. of office space which is 88.1% leased (including Callison, which is currently dark but paying rent), (ii) 37,138 sq. ft. of retail space which is 100.0% leased and (iii) 33,305 sq. ft. of multifamily space, which consists of 32 multifamily units and which is 100.0% leased (inclusive of one employee occupied unit which does not generate any rental revenue).  

Loan No. 11 – Santa Monica Multifamily Portfolio – The 1537 on 7th Street Mortgaged Property’s Net Rentable Area (SF/Units/Rooms/Pads) excludes a 1,495 sq. ft. commercial suite which is non-rentable.

(6) Loan No. 47 – Radisson Cincinnati Riverfront – The Radisson Cincinnati Riverfront Mortgaged Property is legal non-conforming as to use. In the event of a major casualty with damages in excess of 50% of the fair market value of the property, the property is required to comply with the use restriction and may not, absent a variance, be re-built as a hotel.

(7) Loan No. 28 – Petsmart Sunnyvale – The Petsmart Sunnyvale Mortgage Loan has an ARD feature with an anticipated repayment date of December 6, 2025, with a revised interest rate of 7.3400% for the period from the anticipated repayment date through the final maturity date of December 6, 2035.

(8) The Administrative Cost Rate includes the respective per annum rates applicable to the calculation of the servicing fee, any sub-servicing fee, trustee/certificate administrator fee, operating advisor fee and CREFC^® license fee with respect to each Mortgage Loan. For purposes of this Annex A-1, the definition of Administrative Cost Rate as it relates to any Non-Serviced Mortgage Loan includes the related Pari Passu Loan Primary Servicing Fee Rate which includes the “primary servicing fee rate” (as defined or set forth in the applicable pooling and servicing agreement) and any other related servicing fee rate (other than those payable to the applicable special servicer) applicable to such Non-Serviced Mortgage Loan that constitutes a portion of the “servicing fee rate” applicable to the other master servicer under the applicable other pooling and servicing agreement.  The Pari Passu Loan Primary Servicing Fee Rate for the Promenade Gateway Loan will be 0.0025%. The Pari Passu Loan Primary Servicing Fee Rate for the Santa Monica Multifamily Portfolio Loan will be 0.0025%.

(9) Annual Debt Service ($), Monthly Debt Service ($), Underwritten NOI DSCR and Underwritten NCF DSCR for Mortgage Loans (i) with partial interest only periods are shown based on the monthly debt service payment immediately following the expiration of the interest only period and (ii) that are interest only until the related maturity date are shown based on the interest only payments during the 12-month period following the Cut-off Date (or, in the case of Monthly Debt Service ($), the average of such interest only payments) without regard to leap year adjustments.

(10) “Hard” generally means each tenant is required to transfer its rent directly to the lender-controlled lockbox account. However, with respect to hospitality properties, “Hard” means all credit card receipts are deposited directly into the lockbox by the card processing company and all over-the-counter cash and equivalents are required to be deposited by the property manager or borrower into the lockbox. “Soft” means the borrower has established a lockbox account that will be under lender control and the borrower or property manager is required to collect rents from the tenants and then deposit those rents into such lockbox account. “Springing

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Soft” means that upon the occurrence of a trigger event (as specified in the related Mortgage Loan Documents), the borrower is required to establish a lockbox account that will be under lender control and the borrower or property manager is required to collect rents from the tenants and then deposit those rents into such lockbox account. “Springing Hard” means that upon a trigger event (as specified in the related Mortgage Loan Documents), each tenant will be required to transfer its rent directly to a lender-controlled lockbox. “Soft Springing Hard” means that the borrower has established a lockbox account that will be under lender control and the borrower or property manager is required to collect rents from the tenants and then deposit those rents into such lockbox account. Upon a trigger event (as specified in the related Mortgage Loan documents), each tenant will be required to transfer its rent directly into a lender-controlled lockbox.

(11) “In Place” means that related property cash flows go through a waterfall of required reserve or other payment amounts due before the lender either (i) disburses excess cash to the related borrower or (ii) retains excess cash as additional collateral for the Mortgage Loan. “Springing” means that upon the occurrence of a trigger event, as defined in the related Mortgage Loan Documents, In Place cash management (as described above) will take effect, and will generally continue until all trigger events are cured (to the extent a cure is permitted under the related Mortgage Loan Documents).

(12) Loan No. 1 – Sun MHC Portfolio – The Underwritten NOI DSCR, Underwritten NCF DSCR, Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, Underwritten NOI Debt Yield, Underwritten NCF Debt Yield and Loan per Net Rentable Area (SF/Units/Rooms/Pads) are calculated based on the Mortgage Loan included in the issuing entity and the related pari passu companion loans in the aggregate.

Loan No. 3 – Williamsburg Premium Outlets – The Underwritten NOI DSCR, Underwritten NCF DSCR, Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, Underwritten NOI Debt Yield, Underwritten NCF Debt Yield and Loan per Net Rentable Area (SF/Units/Rooms/Pads) are calculated based on the Mortgage Loan included in the issuing entity and the related pari passu companion loans in the aggregate.

Loan No. 4 – Intercontinental Kansas City Hotel – The Underwritten NOI DSCR, Underwritten NCF DSCR, Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, Underwritten NOI Debt Yield, Underwritten NCF Debt Yield and Loan per Net Rentable Area (SF/Units/Rooms/Pads) are calculated based on the Mortgage Loan included in the issuing entity and the related pari passu companion loans in the aggregate.

Loan No. 26 - Santa Clarita Marketplace and Santa Clarita Crossroads - Mezzanine debt is permitted provided, among other things per the loan documents, (i) a combined LTV of less than or equal to 50.0%, (ii) a combined DSCR greater than or equal to 2.05x and (iii) a combined Debt Yield of no less than 12.16%.

Loan No. 6 – Columbus Park Crossing – The Underwritten NOI DSCR, Underwritten NCF DSCR, Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, Underwritten NOI Debt Yield, Underwritten NCF Debt Yield and Loan per Net Rentable Area (SF/Units/Rooms/Pads) are calculated based on the Mortgage Loan included in the issuing entity and the related pari passu companion loans in the aggregate.

Loan No. 7 – Promenade Gateway – The Underwritten NOI DSCR, Underwritten NCF DSCR, Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, Underwritten NOI Debt Yield, Underwritten NCF Debt Yield and Loan per Net Rentable Area (SF/Units/Rooms/Pads) ($) are calculated based on the Mortgage Loan included in the issuing entity and the related pari passu companion loans in the aggregate.

Loan No. 10 – Birch Run Premium Outlets – The Underwritten NOI DSCR, Underwritten NCF DSCR, Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, Underwritten NOI Debt Yield, Underwritten NCF Debt Yield and Loan per Net Rentable Area (SF/Units/Rooms/Pads) are calculated based on the Mortgage Loan included in the issuing entity and the related pari passu companion loans in the aggregate.

Loan No. 11 – Santa Monica Multifamily Portfolio – The Underwritten NOI DSCR, Underwritten NCF DSCR, Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, Underwritten NOI Debt Yield, Underwritten NCF Debt Yield and Loan per Net Rentable Area (SF/Units/Rooms/Pads) are calculated based on the Mortgage Loan included in the issuing entity and the related pari passu companion loans in the aggregate.

(13) Loan Nos. 18 and 19 – MVP Indianapolis Parking Portfolio and MVP Missouri Parking Portfolio - The Mortgage Loans are cross-collateralized and cross-defaulted. As such, Underwritten NOI DSCR, Underwritten NCF DSCR, Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, Underwritten NOI Debt Yield, Underwritten NCF Debt Yield and Loan per Net Rentable Area are calculated on an aggregate basis, unless otherwise specified.

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(14) The grace periods noted under “Grace Period” reflect the number of days of grace before a payment default is an event of default. Certain jurisdictions impose a statutorily longer grace period. Certain of the Mortgage Loans may additionally be subject to grace periods with respect to the occurrence of an event of default (other than a payment default) and/or commencement of late charges which are not addressed in Annex A-1 to this prospectus.

Loan No. 1 – Sun MHC Portfolio – The late payment fee will be waived if any principal, interest or any other sum due under the loan documents (other than the outstanding principal balance due and payable on the maturity date) is paid within five business days following the date on which it is due. The borrower is only permitted to use such five day extension period once per calendar year.   

(15) Loan No. 1 – Sun MHC Portfolio – The Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD and Appraised Value ($) are based on the portfolio appraised value of $144,100,000 million, which attributes a discount to the aggregate value of the Sun MHC Portfolio Mortgaged Properties as a whole. Based on the sum of the appraised values of the Sun MHC Portfolio Mortgaged Properties on an individual basis of $148,250,000 million, the Cut-off Date LTV Ratio is 70.2%. The appraisal applied a portfolio discount primarily because the purchase price for the portfolio of $137,855,400 million was less than the sum of the appraisal’s concluded values for each of the individual properties.

Loan No. 2 – North Point Center East –Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD and Appraised Value ($) with respect to buildings 100, 200, and 333 at the Mortgaged Property are based on the “As Complete” values of $21,600,000, $24,300,000, and $19,950,000, respectively, which assume planned tenant improvements at the buildings. At closing, the borrower deposited approximately $2.9 million into tenant improvement reserves to cover the full cost of the planned tenant improvements. Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD and Appraised Value ($) with respect to building 555 at the Mortgaged Property is based on the “As-is” value of $26,200,000. Based on the “As-is” appraised values with respect to buildings 100, 200, 333, and 555 of $21,300,000, $19,500,000, $19,900,000, and $26,200,000, respectively, the Cut-off Date LTV Ratio is 71.3%.

Loan No. 4 – Intercontinental Kansas City Hotel – The LTV Ratio at Maturity or ARD was calculated using the “As Stabilized” value of $114,000,000 as of January 1, 2018. The “As Stabilized” value assumes the completion of the PIP renovations at the Intercontinental Kansas City Hotel Property in 2016 and that the hotel achieves occupancy, ADR and RevPAR of 75.0%, $197.76 and $147.81, respectively. Based on the “As Is” value of $91,000,000, the LTV Ratio at Maturity or ARD is 70.9%.

Loan No. 21 – Colony Crossing at Madison – Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD and Appraised Value are based on the “As Is” value of $14,500,000, “Subject to Hypothetical Condition” that assumes that the lease to Orange Theory Fitness is fully executed as of the effective date of October 22, 2015. The lease was executed on November 12, 2015. See footnote 28 with respect to certain termination options of Orange Theory Fitness.

Loan No. 29 – Hampton Inn Eau Claire – The Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD and the Appraised Value ($) are based on the “As Complete” value dated October 1, 2016 of $11,700,000, which assumes completion of a required property improvement plan in accordance with the franchise agreement. At origination the borrower reserved $1,384,734. Based on the current “As Is” value of $9,700,000 dated October 1, 2015 the Cut-Off Date LTV Ratio and LTV Ratio at Maturity are 83.4% and 62.4%, respectively. See footnote 21 with respect to certain termination options of Orange Theory Fitness. 

(16) Loan No. 4 – Intercontinental Kansas City Hotel– The Cut-off Date LTV Ratio is calculated using the Cut-off Date Balance ($) net of the PIP reserve amount of $15,898,677.

(17) Prepayment Provisions are shown from the respective Mortgage Loan First Payment Date.

“L(x)” means lock-out for x payments. 

“D(x)” means may be defeased for x payments. 

“YM(x)” means may be prepaid for x payments with payment of a yield maintenance charge.

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“YM1(x)” means may be prepaid for x payments with payment of the greater of a yield maintenance charge and 1% of the amount prepaid.

“DorYM(x)” means may be prepaid for x payments with either defeasance or a yield maintenance charge. 

“O(x)” means freely prepayable for x payments, including the maturity date or anticipated repayment date. 

Certain of the Mortgage Loans permit the release of a portion of a Mortgaged Property (or an individual Mortgaged Property, in connection with a portfolio mortgage loan) under various circumstances, as described in this prospectus. See “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Property Releases” in this prospectus.

(18) Loan No. 1 – Sun MHC Portfolio – The lockout period will be at least 27 payment dates beginning with and including the first payment date of January 1, 2016. Prepayment (with payment of a prepayment fee equal to the greater of 1.00% of the amount prepaid or a yield maintenance premium) of the full $104.066 million Sun MHC Portfolio Whole Loan is permitted after the date that is the earlier to occur of (i) two years after the closing date of the securitization that includes the last pari passu note to be securitized and (ii) November 24, 2018. The assumed lockout period of 27 payments is based on the expected COMM 2016-DC2 securitization closing date in March 2016. The actual lockout period may be longer.

Loan No. 3 – Williamsburg Premium Outlets – The lockout period will be at least 25 payment dates beginning with and including the first payment date of March 6, 2016. Defeasance of the full $185.0 million Williamsburg Premium Outlets Whole Loan is permitted after the date that is the earlier to occur of (i) two years after the closing date of the securitization that includes the last pari passu note to be securitized, and (ii) March 6, 2019. The assumed lockout period of 25 payments is based on the expected COMM 2016-DC2 securitization closing date in March 2016. The actual lockout period may be longer. 

Loan No. 4 – Intercontinental Kansas City Hotel – The lockout period will be at least 25 payment dates beginning with and including the first payment date of March 6, 2016. Defeasance of the full $75.14 million Intercontinental Kansas City Hotel Whole Loan is permitted after the date that is the earlier to occur of (i) two years after the closing date of the securitization that includes the last pari passu note to be securitized, and (ii) January 11, 2019, October 5, 2025. The assumed lockout period of 25 payments is based on the expected COMM 2016-DC2 securitization closing date in March 2016. The actual lockout period may be longer. 

Loan No. 6 – Columbus Park Crossing – The lockout period will be at least 27 payment dates beginning with and including the first payment date of January 1, 2016. Defeasance of the full $70.5 million Columbus Park Crossing Whole Loan is permitted after the date that is the earlier to occur of (i) two years after the closing date of the securitization that includes the last pari passu note to be securitized and (ii) November 13, 2018. The assumed lockout period of 27 payments is based on the expected COMM 2016-DC2 securitization closing date in March 2016. The actual lockout period may be longer.

Loan No. 10 – Birch Run Premium Outlets – The lockout period will be at least 25 payment dates beginning with and including the first payment date of March 6, 2016. Defeasance of the full $123.0 million Birch Run Premium Outlets Whole Loan is permitted after the date that is the earlier to occur of (i) two years after the closing date of the securitization that includes the last pari passu note to be securitized and (ii) March 6, 2019. The assumed lockout period of 25 payments is based on the expected COMM 2016-DC2 securitization closing date in March 2016. The actual lockout period may be longer. 

(19) Loan No. 1 – Sun MHC Portfolio – The Sun MHC Portfolio Loan allows, on any date after the expiration of the lockout period, the borrower to obtain the release of an individual property upon a bona fide third-party sale provided, among other things, (i) the sale of such property is pursuant to an arm’s-length agreement, (ii) the debt service coverage ratio for the remaining properties is not less than the greater of the debt service coverage ratio immediately preceding the partial release and 1.56x, (iii) borrower pays to lender (a) 115% of the allocated loan amount for the released property or (b) with respect to the sale of any property to an entity in which Ross H. Partrich owns an interest, if at the time of the purchase and sale agreement, Ross H. Partrich owns 15% or more of the ownership interests, the greater of 125% of the allocated loan amount for the released property or 100% of the net sales proceeds from the released property and (iv) the borrower pays the applicable yield maintenance premium.

Loan No. 11 – Santa Monica Multifamily Portfolio – The Santa Monica Multifamily Portfolio Loan allows, on any date after the expiration of the lockout period the borrower to obtain the release of an individual property

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upon a bona fide third-party sale provided, among other things, (i) if a mezzanine loan is outstanding, the debt service coverage ratio for the remaining properties is not less than the greater of the debt service coverage ratio immediately preceding such release and 1.15x, (ii) the loan-to-value for the remaining properties shall not exceed the lesser of the loan-to-value immediately preceding such release and 69.4%, (iii) the Mortgage loan debt service coverage ratio for the remaining properties is not less than the greater of the debt service coverage ratio immediately preceding such release and 1.30x, (iv) borrower partially defeases lender’s proportionate share (as between the Mortgage Loan and the mezzanine loan, if a mezzanine loan is outstanding) of the greater (x) 125% of the combined allocated loan amount for such individual Mortgaged Property and (y) 100% of the net sales proceeds with respect to such individual Mortgaged Property and (v) the loan-to-value of the remaining properties is no more than 125%.

Loan No. 27 – Comfort Suites and La Quinta Inn Portfolio – Any time after the lockout period ends and prior to the open date, the borrowers may release a property, provided, among other things per the loan documents, (i) no event of default has occurred and is continuing, (ii) borrowers defease a portion of the loan equal to the greater of (a) 125% of the allocated loan amount or (b) 80% of the net proceeds from the sale of the applicable individual property, (iii) the debt service coverage ratio for the remaining property is no less than the greater of 1.59x and the debt service coverage ratio immediately preceding such release, (iv) the loan-to-value for the remaining property is no greater than the lesser of 65% and the loan-to-value immediately preceding such release and (v) the debt yield for the remaining property is no less than the greater of 11.1% and the debt yield immediately preceding such release. 

Loan No. 61 – Bronzeville Apartments – Commencing on or after the expiration of the lockout period and prior to the open date, the borrower may obtain the release of an individual property upon a bona fide third party sale provided that, among other things, (i) the borrower prepays the Mortgage Loan in an amount equal to the greater of (x) the net sales proceeds with respect to such individual property and (y) 125% of the allocated loan amount for such individual property, in each case, together with the applicable yield maintenance premium on the amount of the principal prepayment, and (ii) after such release, the debt yield for the remaining property is no less than the greater of (x) the debt yield immediately preceding such release and (y) 9.00%.

(20) The following Mortgaged Properties consist, in whole or in part, of the respective borrower’s interest in one or more ground leases, space leases, air rights leases or other similar leasehold interests:

Loan No. 6 – Columbus Park Crossing – A portion, 54.3 of the 75.2 acres, of the Columbus Park Crossing Mortgaged Property is subject to a ground lease with an expiration date of June 17, 2036 and eight, five-year extension options. The base rent under the ground lease is $234,361 per annum (subject to 10% increases every five years as provided in the ground lease). The ground lease is structured with a purchase option in favor of the lessee thereunder which states that the lessee has the right to purchase the ground leased premises by giving written notice to the ground lessor during the period which begins on the date that is 180 days prior to the expiration of the 25th lease year (June 2026) and ends on the date that is 180 days prior to the expiration of the 30th lease year (June 2031) by giving the ground lessor 180 days’ prior written notice. The purchase price is derived by applying an 8.50% cap rate to the then in-place annual ground rent in effect during the 26th through 30th lease years.

Loan No. 43 – BJ’s Wholesale Club Norfolk – The BJ’s Wholesale Club Norfolk Mortgaged Property is subject to a ground lease with an expiration date of November 30, 2069. The current annual ground rent under the lease is $14,520, and on December 1, 2019, the annual ground rent will increase to $15,840 for the remainder of the ground lease term.

Loan No. 47 – Radisson Cincinnati Riverfront – The Radisson Cincinnati Riverfront Mortgaged Property is subject to a ground lease with A.C.C.D. Company with an initial expiration date of April 30, 2020 with five, ten-year extension options at the sole option of the borrower (and required to be exercised under the loan documents). The failure of the borrower to extend the ground lease triggers full recourse to the guarantor. The annual ground rent is fixed at $48,072.12 and the borrower has the option at any time to purchase the ground lessor’s fee interest for a price of $1,000,000. 

(21) Loan No. 37 – University at Buffalo Neurology Building – The University at Buffalo Neurology Building Mortgaged Property is 100.0% leased to two tenants, DENT Neurologic Institute and University at Buffalo Neurosurgery, principals of which are affiliates of the borrower.

(22) The lease expiration dates shown are based on full lease terms. However, in certain cases, a tenant may have the option to terminate its lease or abate rent prior to the stated lease expiration date for no reason

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after a specified period of time and/or upon notice to the landlord or upon the occurrence of certain contingencies including, without limitation, if landlord violates the lease or fails to provide utilities or certain essential services for a specified period or allows certain restricted uses, upon interference with tenant’s use of access or parking, upon casualty or condemnation, for zoning violations, if certain anchor or key tenants (including at an adjacent property) or a certain number of tenants go dark or cease operations, if a certain percentage of the net rentable area at the property is not occupied, if the tenant fails to meet sales targets or business objectives, or, in the case of a government tenant, for lack of appropriations or other reasons. In addition, in some instances, a tenant may have the right to assign its lease and be released from its obligations under the subject lease. Furthermore, some tenants may have the option to downsize their rented space without terminating the lease completely. In addition to the foregoing, the following are non-contingent early termination options for those tenants listed in Annex A-1:

Loan No. 2 – North Point Center East – The 3rd Largest Tenant, Merrill Lynch, has the one-time right to terminate its lease effective June 30, 2017, provided the tenant has given landlord notice not later than September 30, 2016, in addition to paying a termination fee equal to (i) the unamortized portion of tenant improvements and leasing commissions paid by landlord, (ii) the unamortized amount of the rent abatement and (iii) the rent which would have been due for the months of July and August 2017. 

Loan No. 18 – MVP Indianapolis Parking Portfolio – 301 East Washington Street – The sole tenant, Denison Parking, Inc., has the option to terminate its lease effective after November 30, 2020, and before November 30, 2021, with 60 days’ prior notice.

Loan No. 21 – Colony Crossing at Madison – The 4^th Largest Tenant, Orange Theory Fitness, has an option to terminate its lease if (i) the municipality does not issue the proper permits within the contingency period or (ii) the landlord does not turn over the space pursuant the terms of the lease. According to the tenant representative, Orange Theory Fitness is currently building out its space and pre-selling gym memberships, with plans to open in May 2016. However, there can be no assurance that Orange Theory Fitness will not exercise its termination options. 

Loan No. 22 – Eastwood Square – The Largest Tenant, ACME Stores, may terminate its lease if the tenant’s building or the property is damaged (to any extent). 

Loan No. 23 – Bear Valley Medical and Business Center – The Largest Tenant, County of San Bernardino DAS, has the ongoing right to terminate its lease with 90 days’ prior written notice. The 3rd Largest Tenant, County of San Bernardino, has the right to terminate its lease any time during any extended lease term with 90 days’ prior written notice and payment of at least 60 full months of rent.

Loan No. 39 - Mil-Pine Plaza – The 3rd Largest Tenant, Harbor Freight Tools USA, has the one-time right to terminate its lease effective any time prior to June 30, 2019, provided the tenant has given landlord notice not later than December 31, 2018, and payment of a termination fee equal to 50% of tenant improvements and 50% of lease commissions.

Loan No. 44 – Walgreens - Metairie, LA – The sole tenant, Walgreens Co., has the right to terminate its lease effective June 30, 2030, and every five years thereafter with 12 months’ notice. The Largest Tenant Lease Expiration Date reflects the date of the termination option. 

Loan No. 46 – Walgreens - Mauldin, SC – The sole tenant, Walgreens Co., has the right to terminate its lease effective December 31, 2030, and every five years thereafter with six months’ notice. The Largest Tenant Lease Expiration Date reflects the date of the termination option. 

Loan No. 60 – Paddock Building – The 2nd Largest Tenant, Amedisys Inc. of Tennessee, has the one-time right to terminate its lease effective January 31, 2017, with 120 days’ notice.

(23) The following major tenants (listed on Annex A-1) are currently subleasing all or a significant portion of its leased space:

Loan No. 7 – Promenade Gateway – The 2^nd Largest Tenant, Callison, is currently dark but is paying rent. Callison has executed a sublease for 100.0% of its space to ZipRecruiter, an existing tenant at the property. 

Loan No. 43 – BJ’s Wholesale Club Norfolk – The sole tenant, UE Norfolk Property LLC, is subleasing its entire 147,401 sq. ft. to BJ’s Wholesale Club, Inc. on a sublease that expires March 23, 2030. Upon any

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expiration or termination of the UE Norfolk Property LLC lease that expires March 23, 2020, the BJ’s Wholesale Club, Inc. sublease will become a direct lease to the borrower for the entire subject space.

(24) The following major tenants shown on Annex A-1 have abated, free or prepaid rent:

Loan No. 2 – North Point Center East – At closing, the borrower deposited $4,106,632 into a free rent reserve account for 21 months of rent abatement with respect to the MedAssets Net Revenue Sys., LLC lease, the Largest Tenant. 

Loan No. 5 – Netflix HQ 1 - At closing, the borrower deposited $2,028,224 into a rent abatement reserve for existing rent abatement amounts for the sole tenant, Netflix, in respect of monthly payments starting November 2015 through April 2016 for free rents. 

Loan No. 17 – River Valley Plaza - At closing, the borrower deposited $34,357 into a rent abatement reserve for existing rent abatement amounts for the monthly payment on January 2016.

Loan No. 21 – Colony Crossing at Madison - At closing, the borrower deposited $20,200 into a rent abatement reserve for existing rent abatement amounts for monthly payments with respect to the Orange Theory Fitness lease starting April 2016 through June 2016 for free rents. 

Loan No. 28 – Petsmart Sunnyvale - At closing, the borrower deposited $214,173 into a rent abatement reserve for existing rent abatement amounts in respect of the sole tenant’s monthly payments starting February 2016 through April 2016. 

Loan No. 41 – Shoppes at Banks Crossing - At closing, the borrower deposited $5,939 into a rent abatement reserve for existing rent abatement amounts for monthly payments starting January 2016 through April 2016 for free rents.

(25) The tenants shown in the Annex A-1 have signed leases but may or may not be open for business as of the Cut-off Date of the securitization.

Loan No. 7 – Promenade Gateway – The 2^nd Largest Tenant, Callison, is currently dark but is paying rent. Callison has executed a sublease for 100.0% of its space to ZipRecruiter, an existing tenant at the property. At origination, the borrower and the non-recourse carveout guarantors executed a master lease on the dark Callison space. The master lease has a 12-year term at the same rental rates as under the existing Callison lease. The borrower may lease the space pursuant to one or more replacement leases on market terms and conditions, including that any such lease has a minimum five-year term. The master lease will automatically terminate (i) when the aggregate rent obligations under the replacement leases are greater than or equal to the rent due under the Callison lease or (ii) if the net cash flow, debt yield (calculated without taking into account rent payable under the Callison lease or the master lease, but giving effect to rent payable under any replacement leases) is greater than or equal to 6.75%.

Loan No. 21 – Colony Crossing at Madison – The 4^th Largest Tenant, Orange Theory Fitness, executed a lease on 5.2% of the NRA at the Colony Crossing at Madison Mortgaged Property, and has not yet taken occupancy. At closing, the borrower deposited (i) $225,000 into an TI Reserve to account for outstanding TI obligations under the Orange Theory Fitness lease, (ii) $24,028 into an LC Reserve to account for outstanding leasing commissions due in connection with the Orange Theory Fitness lease, (iii) $26,933 into the rent commencement reserve account to be disbursed to borrower once the commencement date occurs under the Orange Theory Fitness lease and (iv) $20,200 into the free rent reserve to be released to the borrower in monthly installments during the free rent period under the Orange Theory Fitness lease. To the extent that the Orange Theory Fitness lease is terminated for any or no reason prior to the rent commencement date thereunder, all of the related reserve funds are required be held by lender as additional collateral for the loan. No disbursements from the TI or the LC Reserve will be permitted unless and until tenant waives its termination rights (or the same have expired by their express terms.)

(26) Loan No. 15 – Alexis at Town East – The 14 borrowers are structured as tenants-in-common and include, SCI Mesquite Fund 1, LLC; SCI Mesquite Fund 2, LLC; SCI Mesquite Fund 3, LLC; SCI Mesquite Fund 4, LLC; SCI Mesquite Fund 5, LLC; SCI Mesquite Fund 7, LLC; SCI Mesquite Fund 8, LLC; SCI Mesquite Fund 9, LLC; SCI Mesquite Fund 10, LLC; SCI Mesquite Fund 12, LLC; SCI Mesquite Fund 13, LLC; SCI Mesquite Fund 16, LLC; SCI Mesquite Fund 17, LLC and NASREI Town East, LLC, each of which is a Delaware limited liability company structured to be bankruptcy-remote, with one independent director in its organizational structure. The non-recourse carveout guarantors are Jeffrey Clark, Robert D. Gomes and

 A-1-42

Karen E. Kennedy on a joint and several basis. In addition, there are eleven other non-recourse carveout guarantors with recourse for acts of their related tenant-in-common borrowers.

Loan No. 28 – Petsmart Sunnyvale – The borrowers, Kay Enterprises-Sunnyvale, LLC; L & A Kessler Family Partners-Sunnyvale, LLC are structured as tenants-in-common and are each a Delaware limited liability company structured to be bankruptcy-remote, with no independent directors in its organizational structure. The sponsor of the borrowers and the non-recourse carveout guarantor is Randall E. Kessler.

Loan No. 38 – West-Ward Pharmaceutical – The borrowers, JES Memphis Bax, LLC and Memphis Bax, LLC, are structured as tenants-in-common and are a Delaware limited liability company and a Tennessee limited liability company, respectively. The sponsors of the borrowers and the non-recourse carveout guarantors are John E. Shaffer and Robert E. Smietana.

Loan No. 62 – Rochester House Apartments – The borrowers, Rochester House Apartments L.L.C. and Kulish RH LLC, are structured as tenants-in-common and are each a Michigan limited liability company. The sponsor of the borrowers and the non-recourse carveout guarantor is Harold Kulish, as an individual and as trustee of the Harold Kulish Trust under Agreement dated April 12, 1976, as amended and restated on March 12, 2009. 

(27) All upfront reserve balances reflect the upfront reserve amount at loan origination. The current balance may be less than the amount shown.

(28) All ongoing reserve balances reflect the ongoing reserve amount at loan origination. The current balance may be greater than or less than the amount shown. Monthly reserves required to be deposited in such accounts may be capped pursuant to the related mortgage loan documents.

(29) Loan No. 1 – Sun MHC Portfolio – Beginning on the monthly payment date in December 2019, the borrower will be required to deposit an amount equal to $16,588 into the Capital Expenditure account on each monthly payment date.

Loan No. 12 – Villas at Tenison - Beginning on the monthly payment date in January 2017, the borrower will be required to deposit an amount equal to $9,208 into the Capital Expenditure account on each monthly payment date.

Loan No. 35 – Comfort Suites Kissimmee - Borrower shall deposit in the seasonality reserve an amount sufficient to sustain a DSCR of 1.10x during the seasonally high months of December through July, to be used for payment of debt service during the seasonally low months of August through November.

Loan No. 55 – Quality Suites Pineville – Beginning on the monthly payment date in April 2022, the borrower will be required to deposit an amount equal to $10,714 into the Supplemental PIP account on each monthly payment date.

(30) Loan No. 36 – Meadows of Geneseo – The borrower deposited $350,000 at origination into a seasonality reserve. For the term of the loan, the borrower is required to reserve $250,000 each August and $350,000 each January.

(31) Loan No. 4 – Intercontinental Kansas City Hotel – Borrower may, no more than four times during the term of the Mortgage Loan, deliver a letter of credit to avoid a DSCR trigger event which would cause a cash sweep, in an amount which, if applied to the outstanding principal balance of the Mortgage Loan would result in the required DSCR cash sweep cure threshold being satisfied.

Loan No. 54 – UP Industrial - Upon the occurrence of a major tenant trigger event, all excess cash flow will be deposited into the rollover reserve. Borrower may post a letter of credit in the amount of $407,817 in lieu of a cash sweep caused by a major tenant trigger event - EBITDA/net worth. Borrower may post a letter of credit in the amount of $600,000 in lieu of a cash sweep caused a major tenant trigger event - bankruptcy or a major tenant trigger event - vacation. During a cash sweep period caused by a major tenant trigger event - EBITDA/net worth, the rollover reserve cap shall equal $407,817.00. During a cash sweep period caused by a major tenant trigger event - vacation, the rollover reserve cap shall equal $600,000.

(32) Loan No. 1 – Sun MHC Portfolio – The Phase I environmental report recommended that a Phase II report be completed for the Silver Star Mortgaged Property of the 12-property Sun MHC Portfolio Mortgage Loan to evaluate the potential impact of an underground storage tank and automotive maintenance building at the

 A-1-43

property. The Phase II, completed on November 11, 2015, determined that the tank was removed on October 31, 1991. However, the Orange County Environmental Protection Division could not issue a no further action letter due to the fact that the initial soil samples taken at the time of removal were not sufficiently deep. The tank was reportedly in good condition at the time of removal and there was no evidence of corrosion. In lieu of a no further action letter, the former underground storage tank is currently considered a recognized environmental condition. The suspected automotive maintenance building is likewise considered a recognized environmental condition due to the fact that the inspector was unable to find documentation of the decommissioning of the maintenance building.

Loan No. 19 – MVP Missouri Parking Portfolio – The Phase I environmental report for the 1010 Convention Plaza Mortgaged Property recommended that a Phase II report be completed to assess whether subsurface soil and/or groundwater have been significantly impacted by the historical use of the filling stations. The Phase II investigation was completed on May 8, 2015 and recommended no further investigation be taken at this time.

Loan No. 26 – Santa Clarita Marketplace and Santa Clarita Crossroads – The Phase I environmental report recommended that a Phase II report be completed for the Santa Clarita Marketplace and Santa Clarita Crossroads Mortgaged Property to determine the presence or absence of soil and/or groundwater contamination due to the historical and ongoing use of the Mortgaged Property as a dry cleaning facility and a gas station. Per the Phase II dated November 17, 2015, based on the field observations and analysis of soil samples, the presence of USTs do not appear to represent an environmental concern. Accordingly, the environmental consultant recommended no further investigation with respect to the on-site USTs. The Phase II also determined that there appeared to be potential for vapor intrusion from a release associated with the onsite dry cleaner. A Human Health Risk Assessment was conducted and concluded that the cancer risks to current and future commercial workers are below the range typically considered acceptable by regulatory agencies. Therefore, mitigation and/or source remediation was not deemed warranted. The borrower purchased a Secured Creditor Environmental Insurance Policy from Steadfast Insurance Company for the benefit of the lender with coverage limits of $3 million per individual and aggregate claims, a ten year term (plus a two year tail) and a $50,000 deductible. 

Loan No. 31 – Pioneer Business Center – The Phase I environmental report for the Pioneer Business Center Mortgaged Property recommended that a Phase II report be completed to assess whether metals or volatile organic chemicals existed in the subsurface soil and/or groundwater. The Phase II investigation was completed on October 26, 2015 and found no presence of volatile organic chemicals. The investigation revealed various metals in the sampled soils but in concentrations below screening levels. The Phase II consultant concluded no further investigation be taken at this time.

(33) With respect to the Mortgage Loans identified below, the lender is insured under an environmental insurance policy obtained (i) in lieu of obtaining a Phase II Environmental Site Assessment, (ii) in lieu of providing an indemnity or guaranty from a sponsor or (iii) to address environmental conditions or concerns. For additional information, see “Risk Factors—Risks Related to the Mortgage Loans—Potential Issuing Entity Liability Related to a Materially Adverse Environmental Condition” in this prospectus.

Loan No.	Mortgage Loan	Mortgage Loan Cut-off Date Balance	% of Initial Outstanding Pool Balance	Maximum Policy Amount(1)	Premium Paid in Full	Expiration Date
13	Bowie Plaza	$17,726,103	2.2%	$3,000,000	$102,260	2/13/2026
24	8911 Aviation Blvd(2)	$9,775,334	1.2%	$5,000,000	$115,797	9/18/2025
26	Santa Clarita Marketplace and Santa Clarita Crossroads	$9,274,472	1.2%	$3,000,000	$65,827	12/7/2025

(1) The Maximum Policy Amount is per incident and in aggregate

(2) The environmental insurance obtained for the 8911 Aviation Blvd mortgaged property was not in lieu of a Phase II or to address any environmental conditions or concerns. The policy was voluntarily acquired by the borrower (with related costs to be reimbursed by the sole tenant pursuant to its lease) and the policy serves as additional security for the loan. There are no recognized environmental conditions at the mortgaged property and the Phase I report recommended no further investigation or action.

(34) Summary of Existing Pari Passu Debt

Loan No.	Mortgage Loan	Mortgage Loan Cut-off Date Balance	Pari Passu Companion Loan Cut-off Date Balance	Whole Loan Cut-off Date Balance	Whole Loan U/W NCF DSCR	Whole Loan Cut-off Date LTV Ratio	Whole Loan Cut- off Date U/W NOI Debt Yield
1	Sun MHC Portfolio	$75,000,000	$29,066,000	$104,066,000	1.51x	72.2%	9.0%
3	Williamsburg Premium Outlets	$50,000,000	$135,000,000	$185,000,000	2.52x	54.8%	11.4%
4	Intercontinental Kansas City Hotel	$45,000,000	$30,140,000	$75,140,000	1.70x	65.1%	12.0%

 A-1-44

6	Columbus Park Crossing	$40,000,000	$30,500,000	$70,500,000	1.22x	75.0%	8.4%
7	Promenade Gateway	$30,000,000	$60,000,000	$90,000,000	1.81x	50.0%	8.4%
10	Birch Run Premium Outlets	$20,000,000	$103,000,000	$123,000,000	2.84x	59.4%	13.0%
11	Santa Monica Multifamily Portfolio	$20,000,000	$62,450,000	$82,450,000	1.28x	65.0%	6.5%

(35) Summary of Existing Mezzanine Debt^(i)(ii)

Loan No.	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	Mezzanine Loan Maturity Date	Intercreditor Agreement	Total Debt Cut- off Date LTV Ratio	Total Debt U/W NCF DSCR	Total Debt U/W NOI Debt Yield
11	Santa Monica Multifamily Portfolio	$20,000,000	2.5%	$5,550,000	10.500%	12/6/2025	Yes	69.4%	1.12x	6.1%

(i) The chart above does not include Loan No. 4 Intercontinental Kansas City Hotel Mortgage Loan (5.6% of Initial Outstanding Pool Balance), which contains an unsecured debt in the form of $2,500,000 “key money” received from an affiliate of the franchisor. In connection with the issuance of an amended franchise agreement, the borrower assumed the obligation to pay the balance of the unamortized key money (which at loan origination was approximately $1,250,000) if the franchise agreement is terminated prior to its stated expiration date. The borrower’s obligation to pay such funds, if any, is unsecured and no ongoing payments are required to be made by the borrower to the franchisor so long as, among other things, the franchise agreement is not in default and has not been terminated. If the obligation to repay the financing is triggered, the unamortized portion of the key money financing will be payable to an affiliate of the franchisor. No subordination and standstill agreement or intercreditor agreement has been entered into in connection with the key money financing. The loan documents include a nonrecourse carve-out to the borrower and guarantor for any losses associated with this obligation. 

(ii) The chart above does not include Loan No. 5 Netflix HQ 1 Mortgage Loan (5.2% of Initial Outstanding Pool Balance), which contains an unsecured debt in the form of unsecured bridge loans from members, which have been subordinated to the Mortgage Loan pursuant to a subordination and standstill agreement, and are permitted in an amount of not more than $49,155,000 provided such loans are unsecured, fully subordinate to the Mortgage Loan, and do not mature during the term of the Mortgage Loan or are automatically extended indefinitely so long as the Mortgage Loan is outstanding.

(36) Summary of Future Mezzanine Debt^(i)(ii)

Loan No.	Mortgage Loan	Mortgage Loan Cut-off Date Balance	% of Initial Outstanding Pool Balance	Intercreditor Agreement Required	Combined Minimum DSCR	Combined Maximum LTV	Combined Debt Yield
2	North Point Center East(iii)	$61,950,000	7.7%	Yes	1.30x	70.0%	N/A
12	Villas at Tenison	$19,500,000	2.4%	No	1.25x	75.0%	7.5%
24	8911 Aviation Blvd(iii)	$9,775,334	1.2%	Yes	1.40x	70.0%	N/A
26	Santa Clarita Marketplace and Santa Clarita Crossroads(iii)	$9,274,472	1.2%	No	2.05x	50.0%	12.2%

(i) The chart above does not include Loan No. 62 Rochester House Apartments Mortgage Loan (0.2% of Initial Outstanding Pool Balance), which permits the borrower to incur future, unsecured, affiliate debt provided that (i) it does not exceed in the aggregate $100,000, (ii) it is evidenced by a promissory note acceptable to lender, (iii) it is subordinate to the mortgage loan pursuant to a subordination and standstill agreement reasonably acceptable to lender, (iv) it does not permit payments to be made following the occurrence of a cash sweep event under the related loan documents, and (v) the proceeds may only be used in connection with the Mortgaged Property or the Mortgage Loan. 

(ii) The chart above does not include Loan No. 63 Elmsleigh Apartments Mortgage Loan (0.2% of Initial Outstanding Pool Balance), which permits the borrower to incur future, unsecured, affiliate debt provided that (i) it does not exceed in the aggregate $100,000, (ii) it is evidenced by a promissory note acceptable to lender, (iii) it is subordinate to the mortgage loan pursuant to a subordination and standstill agreement reasonably acceptable to lender, (iv) it does not permit payments to be made following the occurrence of a cash sweep event under the related loan documents, and (v) the proceeds may only be used in connection with the Mortgaged Property or the Mortgage Loan. 

(iii) Mezzanine debt is only permitted in connection with a bona fide sale to a third party and consequent assumption of the loan by a lender-approved borrower.

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ANNEX A-2

CERTAIN POOL CHARACTERISTICS OF THE MORTGAGE LOANS
AND MORTGAGED PROPERTIES

Distribution of Cut-off Date Balances⁽¹⁾

						Weighted Averages
Range of Cut-off Date Balances			Number of Mortgage Loans	Aggregate Cut-off Date Balance	% of Initial Outstanding Pool Balance	Mortgage Rate	Stated Remaining Term (Mos.)(2)	U/W NCF DSCR	Cut-off Date LTV Ratio(3)(4)	LTV Ratio at Maturity or ARD(2)(3)(4)
$895,302	-	$7,499,999	34	$153,433,342	19.0%	4.8269%	113	1.51x	65.5%	52.7%
$7,500,000	-	$14,999,999	15	$145,422,545	18.0%	4.7090%	115	1.55x	65.6%	54.2%
$15,000,000	-	$24,999,999	7	$133,301,103	16.5%	4.7086%	118	1.67x	66.3%	59.3%
$25,000,000	-	$49,999,999	5	$187,088,169	23.2%	4.6289%	117	1.53x	61.9%	53.8%
$50,000,000	-	$75,000,000	3	$186,950,000	23.2%	4.4818%	118	1.71x	65.9%	62.2%
Total/Weighted Average			64	$806,195,160	100.0%	4.6601%	116	1.59x	64.9%	56.5%

Distribution of Mortgage Rates⁽¹⁾

						Weighted Averages
Range of Mortgage Rates			Number of Mortgage Loans	Aggregate Cut-off Date Balance	% of Initial Outstanding Pool Balance	Mortgage Rate	Stated Remaining Term (Mos.)(2)	U/W NCF DSCR	Cut-off Date LTV Ratio(3)(4)	LTV Ratio at Maturity or ARD(2)(3)(4)
4.2090%	-	4.4999%	6	$204,564,472	25.4%	4.2640%	117	1.94x	60.3%	56.6%
4.5000%	-	4.7499%	20	$258,614,648	32.1%	4.6494%	117	1.53x	66.2%	56.8%
4.7500%	-	5.4650%	38	$343,016,040	42.5%	4.9044%	115	1.44x	66.7%	56.3%
Total/Weighted Average			64	$806,195,160	100.0%	4.6601%	116	1.59x	64.9%	56.5%

Property Type Distribution⁽¹⁾⁽⁵⁾

						Weighted Averages
Property Type	Number of Mortgaged Properties	Aggregate Cut-off Date Balance	% of Initial Outstanding Pool Balance	Number of Beds/Rooms/Pads/ Units/NRA	Cut-off Date Balance per Bed/Room/Pad/Unit/ NRA	Mortgage Rate	Stated Remaining Term (Mos.)(2)	Occupancy	U/W NCF DSCR	Cut-off Date LTV  Ratio(3)(4)	LTV Ratio at Maturity or ARD(2)(3)(4)
Retail	20	$251,473,717	31.2%	3,243,774	$193	4.5702%	116	96.0%	1.76x	65.8%	57.6%
Anchored(6)	19	$245,664,521	30.5%	3,147,954	$197	4.5681%	116	95.9%	1.76x	65.6%	57.7%
Unanchored	1	$5,809,196	0.7%	95,820	$61	4.6600%	116	100.0%	1.46x	74.5%	55.4%
Office	6	$128,738,184	16.0%	819,699	$209	4.6902%	116	93.2%	1.45x	61.5%	55.6%
Suburban	2	$104,140,000	12.9%	654,227	$219	4.6687%	117	92.4%	1.44x	59.9%	55.0%
Medical	3	$20,488,102	2.5%	135,031	$173	4.7765%	106	95.9%	1.49x	67.7%	57.8%
CBD	1	$4,110,083	0.5%	30,441	$135	4.8050%	117	100.0%	1.46x	71.9%	58.9%
Hospitality	11	$109,759,301	13.6%	1,435	$132,926	4.8271%	115	72.2%	1.76x	63.0%	51.4%
Full Service	2	$49,984,311	6.2%	586	$187,088	4.7853%	113	68.6%	1.76x	63.6%	55.4%
Limited Service	8	$43,199,991	5.4%	737	$64,479	4.9702%	118	74.5%	1.65x	63.4%	46.3%
Extended Stay	1	$16,575,000	2.1%	112	$147,991	4.5800%	116	77.1%	2.05x	60.3%	52.9%
Manufactured Housing Community	13	$81,483,914	10.1%	4,252	$32,224	4.3254%	117	86.3%	1.50x	72.0%	66.4%
Multifamily	20	$78,959,050	9.8%	1,694	$94,048	4.8556%	118	96.3%	1.38x	67.6%	59.7%
Garden	6	$50,182,502	6.2%	1,013	$55,742	4.8134%	118	95.1%	1.43x	67.9%	58.0%
Mid Rise	13	$22,392,138	2.8%	417	$199,813	4.9271%	117	100.0%	1.27x	65.7%	63.8%
Student Housing	1	$6,384,410	0.8%	264	$24,183	4.9360%	118	92.6%	1.34x	71.7%	59.0%
Industrial	7	$66,330,008	8.2%	948,857	$92	4.8296%	117	99.6%	1.41x	67.0%	52.8%
Self-Storage	8	$47,783,338	5.9%	563,662	$99	4.7785%	115	83.6%	1.39x	66.5%	56.3%
Mixed Use	1	$30,000,000	3.7%	131,470	$685	4.5320%	117	94.5%	1.81x	50.0%	50.0%
Office/Retail/Multifamily	1	$30,000,000	3.7%	131,470	$685	4.5320%	117	94.5%	1.81x	50.0%	50.0%
Other	5	$11,667,648	1.4%	264,682	$44	4.5900%	119	100.0%	1.50x	52.3%	38.6%
Total/Weighted Average	91	$806,195,160	100.0%			4.6601%	116	90.9%	1.59x	64.9%	56.5%

A-2-1

Geographic Distribution⁽¹⁾⁽⁵⁾

				Weighted Averages
State/Location	Number of Mortgaged Properties	Aggregate Cut-off Date Balance	% of Initial Outstanding Pool Balance	Mortgage Rate	Stated Remaining  Term (Mos.)(2)	U/W NCF DSCR	Cut-off Date LTV Ratio(3)(4)	LTV Ratio at Maturity or ARD(2)(3)(4)
California	23	$177,304,235	22.0%	4.5928%	116	1.58x	57.7%	51.5%
Southern(7)	21	$127,014,235	15.8%	4.7111%	117	1.57x	60.7%	54.4%
Northern(7)	2	$50,290,000	6.2%	4.2939%	115	1.61x	50.2%	44.4%
Georgia	6	$118,299,629	14.7%	4.8323%	118	1.33x	70.0%	61.2%
Texas	11	$84,342,097	10.5%	4.7075%	117	1.56x	67.1%	57.4%
Virginia	3	$61,084,181	7.6%	4.3711%	119	2.30x	56.4%	54.5%
Michigan	8	$52,110,193	6.5%	4.4552%	118	2.11x	63.4%	57.8%
Missouri	4	$48,483,327	6.0%	4.7014%	119	1.69x	64.2%	55.3%
Florida	5	$40,664,553	5.0%	4.5380%	116	1.45x	67.0%	57.4%
New York	6	$37,956,081	4.7%	4.6808%	111	1.38x	71.2%	61.7%
Arizona	1	$29,898,169	3.7%	4.9410%	118	1.23x	69.4%	51.9%
Indiana	4	$23,422,545	2.9%	4.3883%	118	1.51x	65.2%	57.2%
Ohio	2	$22,712,500	2.8%	4.6207%	118	1.46x	75.0%	65.0%
Maryland	1	$17,726,103	2.2%	4.9700%	119	1.53x	70.9%	58.3%
Alabama	2	$13,326,277	1.7%	4.6202%	117	1.48x	66.3%	51.6%
Kansas	1	$12,735,910	1.6%	4.2800%	117	1.51x	72.2%	67.2%
Tennessee	3	$12,112,000	1.5%	4.7793%	116	1.31x	70.9%	60.6%
Mississippi	1	$10,875,000	1.3%	4.8000%	81	1.69x	75.0%	69.4%
Louisiana	2	$8,318,093	1.0%	4.7908%	117	1.33x	59.5%	45.4%
Wisconsin	1	$8,085,246	1.0%	4.9850%	119	1.58x	69.1%	51.7%
Illinois	3	$6,502,221	0.8%	4.9426%	117	1.37x	71.8%	57.1%
Iowa	1	$6,483,914	0.8%	4.8500%	118	1.44x	70.0%	57.4%
South Carolina	1	$5,042,196	0.6%	4.7800%	117	1.22x	71.2%	53.1%
Kentucky	1	$4,984,311	0.6%	5.4650%	58	2.29x	49.8%	44.8%
North Carolina	1	$3,726,379	0.5%	5.3160%	116	1.65x	64.0%	48.7%
Total/Weighted Average	91	$806,195,160	100.0%	4.6601%	116	1.59x	64.9%	56.5%

Distribution of Cut-off Date LTV Ratios^(1)(3)(4)

						Weighted Averages
Range of Cut-off Date LTV Ratios			Number of   Mortgage Loans	Aggregate Cut-off Date Balance	% of Initial Outstanding Pool Balance	Mortgage Rate	Stated Remaining Term (Mos.)(2)	U/W NCF DSCR	Cut-off Date LTV Ratio	LTV Ratio at Maturity or ARD(2)
31.8%	-	54.9%	12	$161,996,782	20.1%	4.4149%	115	1.99x	51.0%	47.3%
55.0%	-	59.9%	5	$44,995,453	5.6%	4.4579%	118	2.14x	58.3%	51.6%
60.0%	-	64.9%	10	$78,418,374	9.7%	4.8708%	116	1.62x	63.0%	52.5%
65.0%	-	69.9%	17	$268,333,230	33.3%	4.8153%	118	1.41x	67.3%	57.4%
70.0%	-	74.9%	16	$185,976,821	23.1%	4.5800%	116	1.47x	72.4%	62.9%
75.0%	-	75.0%	4	$66,474,500	8.2%	4.7436%	111	1.32x	75.0%	65.5%
Total/Weighted Average			64	$806,195,160	100.0%	4.6601%	116	1.59x	64.9%	56.5%

Distribution of LTV Ratios Maturity Date or ARD ^(1)(2)(3)(4)

						Weighted Averages
Range of LTV Ratios at Maturity or ARD			Number of Mortgage Loans	Aggregate Cut-off Date Balance	% of Initial Outstanding Pool Balance	Mortgage Rate	Stated Remaining Term (Mos.)(2)	U/W NCF DSCR	Cut-off Date LTV Ratio	LTV Ratio at Maturity or ARD
26.1%	-	49.9%	21	$147,255,848	18.3%	4.6224%	115	1.69x	54.7%	43.9%
50.0%	-	54.9%	15	$192,910,095	23.9%	4.6240%	118	1.80x	60.8%	52.9%
55.0%	-	59.9%	12	$166,061,936	20.6%	4.7259%	118	1.64x	67.0%	57.8%
60.0%	-	64.9%	12	$181,979,782	22.6%	4.7884%	116	1.33x	71.3%	62.6%
65.0%	-	69.4%	4	$117,987,500	14.6%	4.4756%	114	1.47x	71.5%	66.9%
Total/Weighted Average			64	$806,195,160	100.0%	4.6601%	116	1.59x	64.9%	56.5%

Distribution of Underwritten NCF Debt Service Coverage Ratios⁽¹⁾

						Weighted Averages
Range of Underwritten NCF Debt Service Coverage Ratios			Number of Mortgage Loans	Aggregate Cut-off Date Balance	% of Initial Outstanding Pool Balance	Mortgage Rate	Stated Remaining Term (Mos.)(2)	U/W NCF DSCR	Cut-off Date LTV Ratio(3)(4)	LTV Ratio at Maturity or ARD(2)(3)(4)
1.21x	-	1.39x	24	$314,720,008	39.0%	4.8294%	118	1.29x	69.4%	59.8%
1.40x	-	1.44x	2	$14,583,914	1.8%	4.5667%	117	1.42x	62.2%	49.2%
1.45x	-	1.54x	11	$144,321,373	17.9%	4.5277%	116	1.50x	69.4%	60.9%
1.55x	-	1.99x	20	$228,203,581	28.3%	4.6526%	115	1.69x	60.3%	51.4%
2.00x	-	2.49x	4	$32,823,925	4.1%	4.6399%	108	2.09x	54.7%	47.0%
2.50x	-	2.87x	3	$71,542,360	8.9%	4.2346%	119	2.62x	55.6%	55.5%
Total/Weighted Average			64	806,195,160	100.0%	4.6601%	116	1.59x	64.9%	56.5%

A-2-2

Original Terms to Maturity or ARD⁽¹⁾⁽²⁾

						Weighted Averages
Range of Original Terms to Maturity			Number of Mortgage Loans	Aggregate Cut-off Date Balance	% of Initial Outstanding Pool Balance	Mortgage Rate	Stated Remaining Term (Mos.)	U/W NCF DSCR	Cut-off Date LTV Ratio(3)(4)	LTV Ratio at Maturity or ARD(3)(4)
60	-	60	1	$4,984,311	0.6%	5.4650%	58	2.29x	49.8%	44.8%
84	-	84	2	$17,175,000	2.1%	4.8000%	81	1.63x	73.9%	67.7%
115	-	118	3	$14,110,955	1.8%	4.8137%	113	1.56x	62.6%	51.8%
120	-	120	58	$769,924,894	95.5%	4.6489%	118	1.59x	64.8%	56.4%
Total/Weighted Average			64	$806,195,160	100.0%	4.6601%	116	1.59x	64.9%	56.5%

Distribution of Remaining Terms to Maturity or ARD⁽¹⁾⁽²⁾

						Weighted Averages
Range of Remaining Terms to Maturity or ARD			Number of Mortgage Loans	Aggregate Cut-off Date Balance	% of Initial Outstanding Pool Balance	Mortgage Rate	Stated Remaining Term (Mos.)	U/W NCF DSCR	Cut-off Date LTV Ratio(3)(4)	LTV Ratio at Maturity or ARD(3)(4)
58	-	60	1	$4,984,311	0.6%	5.4650%	58	2.29x	49.8%	44.8%
81	-	84	2	$17,175,000	2.1%	4.8000%	81	1.63x	73.9%	67.7%
111	-	117	38	$435,277,074	54.0%	4.5999%	116	1.49x	65.4%	57.2%
118	-	119	23	$348,758,775	43.3%	4.7168%	119	1.71x	64.1%	55.3%
Total/Weighted Average			64	$806,195,160	100.0%	4.6601%	116	1.59x	64.9%	56.5%

Distribution of Underwritten NOI Debt Yields⁽¹⁾

						Weighted Averages
Range of Underwritten NOI Debt Yields			Number of   Mortgage Loans	Aggregate Cut-off Date Balance	% of Initial Outstanding Pool Balance	Mortgage Rate	Stated Remaining Term (Mos.)(2)	U/W NCF DSCR	Cut-off Date LTV Ratio(3)(4)	LTV Ratio at Maturity or ARD(2)(3)(4)
6.5%	-	8.9%	13	$180,344,987	22.4%	4.7510%	117	1.35x	66.8%	59.2%
9.0%	-	9.9%	15	$257,988,488	32.0%	4.6755%	118	1.38x	69.7%	61.0%
10.0%	-	12.4%	23	$274,942,671	34.1%	4.5816%	115	1.78x	61.3%	53.2%
12.5%	-	14.9%	10	$83,327,671	10.3%	4.6191%	118	2.09x	59.2%	49.7%
15.0%	-	23.0%	3	$9,591,342	1.2%	5.1439%	86	2.22x	53.3%	41.5%
Total/Weighted Average			64	$806,195,160	100.0%	4.6601%	116	1.59x	64.9%	56.5%

Amortization Types⁽¹⁾

				Weighted Averages
Amortization Type	Number of Mortgage Loans	Aggregate Cut-off Date Balance	% of Initial Outstanding Pool Balance	Mortgage Rate	Stated Remaining Term (Mos.)(2)	U/W NCF DSCR	Cut-off Date LTV Ratio(3)(4)	LTV Ratio at Maturity or ARD(2)(3)(4)
Interest Only, then Amortizing	22	$431,928,500	53.6%	4.6445%	116	1.46x	67.8%	60.4%
Amortizing Balloon	37	$246,166,660	30.5%	4.8186%	116	1.54x	64.4%	50.4%
Interest Only	4	$120,000,000	14.9%	4.4128%	118	2.19x	56.1%	56.1%
Interest Only, then Amortizing, ARD	1	$8,100,000	1.0%	4.3400%	117	1.41x	55.9%	42.6%
Total/Weighted Average	64	$806,195,160	100.0%	4.6601%	116	1.59x	64.9%	56.5%

A-2-3

FOOTNOTES TO ANNEX A-2

(1) With respect to the Sun MHC Portfolio Mortgage Loan, Williamsburg Premium Outlets Mortgage Loan, Intercontinental Kansas City Hotel Mortgage Loan, Columbus Park Crossing Mortgage Loan, Promenade Gateway Mortgage Loan, Birch Run Premium Outlets Mortgage Loan and the Santa Monica Multifamily Portfolio Mortgage Loan, the Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, U/W NCF DSCR, U/W NOI Debt Yield and Cut-off Date Balance per Room//Bed/Pad/Unit/NRA calculations include the related pari passu companion loan(s).

(2) For the ARD Loan, the Original Term to Maturity or ARD, Stated Remaining Term (Mos.) and LTV Ratio at Maturity or ARD are through the related Anticipated Repayment Date.

(3) With respect two mortgage loans, representing 8.7% of the Initial Pool Balance, the Cut-off Date LTV Ratio and LTV Ratio at Maturity Date or ARD have been calculated based on the “as complete” or “as stabilized” value. For additional information, see the Footnotes to Annex A-1.

(4) With respect to the Intercontinental Kansas City Hotel Mortgage Loan, representing 5.6% of the Initial Pool Balance, (i) the Cut-off Date LTV has been calculated net of a $15,898,677 million PIP reserve and (ii) the LTV Ratio at Maturity or ARD has been calculated based on the “as-stabilized” value as of January 1, 2018, which assumes that a PIP in the amount of approximately $15,898,677 (including items required under the related franchise agreement and other items specified in the Mortgage Loan agreement) is complete and that the hotel achieves occupancy, ADR and RevPAR of 75.0%, $197.76 and $147.81, respectively. For additional information, see the Footnotes to Annex A-1.

(5) Because this table presents information relating to the Mortgaged Properties and not the Mortgage Loans, the information for Mortgaged Properties that relate to Mortgage Loans secured by more than one Mortgaged Property is based on Allocated Loan Amounts.

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

(7) Northern California properties have a zip code greater than 93600. Southern California properties have a zip code less than or equal to 93600.

A-2-4

ANNEX A-3

DESCRIPTION OF TOP 20 MORTGAGE LOANS AND
GROUPS OF CROSS-COLLATERALIZED MORTGAGE LOANS

A-3-1

Various Collateral Asset Summary – Loan No. 1 Sun MHC Portfolio Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $75,000,000 72.2% 1.51x 9.0%

A-3-2

Various Collateral Asset Summary – Loan No. 1 Sun MHC Portfolio Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $75,000,000 72.2% 1.51x 9.0%

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Acquisition
Sponsor:	Ross H. Partrich
Borrowers:	Colonial Village (NY) MHC, LLC; Valley View Estates (NY) MHC, LLC; Casa del Valle (TX) MHC, LLC; Kenwood (TX) MHC, LLC; MHC Snow to Sun (TX), LLC; Edwardsville (KS) MHC, LLC; Silver Star (FL) MHC, LLC; College Park Estates (MI) MHC, LLC; Sherman Oaks (MI) MHC, LLC; Village Trails (MI) MHC, LLC; Maplewood (IN) MHC, LLC; West Glen (IN) MHC, LLC
Original Balance(1):	$75,000,000
Cut-off Date Balance(1):	$75,000,000
% by Initial UPB:	9.3%
Interest Rate:	4.2800%
Payment Date:	1st of each month
First Payment Date:	January 1, 2016
Maturity Date:	December 1, 2025
Amortization:	Interest only for first 72 months; 360 months thereafter
Additional Debt(1):	$29,066,000 Pari Passu Debt
Call Protection(2)(3):	L(27), YM1(88), O(5)
Lockbox / Cash Management:	Springing Soft / Springing

Reserves(4)
	Initial	Monthly
Taxes:	$0	$123,269
Insurance:	$0	Springing
Replacement:	$765,572	Springing
Required Repairs:	$134,428	NAP

Financial Information(5)
Cut-off Date Balance / Pad:	$26,141
Balloon Balance / Pad:	$24,338
Cut-off Date LTV(6):	72.2%
Balloon LTV(6):	67.2%
Underwritten NOI DSCR(7):	1.51x
Underwritten NCF DSCR(7):	1.51x
Underwritten NOI Debt Yield:	9.0%
Underwritten NCF Debt Yield:	8.9%
Underwritten NOI Debt Yield at Balloon:	9.6%
Underwritten NCF Debt Yield at Balloon:	9.6%

Property Information
Single Asset / Portfolio:	Portfolio of twelve properties
Property Type:	Manufactured Housing Community
Collateral:	Fee Simple
Location:	Various
Year Built / Renovated:	Various / NAP
Total Pads(8):	3,981
Property Management:	Newbury Management Company
Underwritten NOI:	$9,317,986
Underwritten NCF:	$9,284,223
Appraised Value(6):	$144,100,000
Appraisal Date:	November 20, 2015
Historical NOI
Most Recent NOI:	$9,168,870 (T-12 September 30, 2015)
2014 NOI:	$9,200,412 (December 31, 2014)
2013 NOI:	$8,566,370 (December 31, 2013)
2012 NOI:	$8,441,304 (December 31, 2012)
Historical Occupancy(9)
Current Occupancy:	82.8% (October 1, 2015)
2014 Occupancy:	83.1% (December 31, 2014)
2013 Occupancy:	81.0% (December 31, 2013)
2012 Occupancy:	80.0% (December 31, 2012)

(1) The Sun MHC Portfolio Whole Loan is evidenced by two pari passu notes in the aggregate original principal balance of $104.066 million. The controlling Note A-1, with an original principal balance of $75.0 million, will be included in the COMM 2016-DC2 mortgage trust. The non-controlling Note A-2 with an original principal balance of $29.066 million will not be included in the trust and is expected to be held by GACC or an affiliate and contributed to a future securitization. For additional information on the pari passu companion loans, see “The Loan” herein.

(2) The lockout period for yield maintenance will be at least 27 payment dates beginning with and including the first payment date of January 1, 2016. Prepayment of the full $104.066 million Sun MHC Portfolio Whole Loan is permitted after the date that is earlier to occur of (i) two years after the closing date of the securitization that includes the last pari passu note to be securitized and (ii) November 24, 2018. The assumed lockout period of 27 payments is based on the expected COMM 2016-DC2 securitization closing date in March 2016. The actual lockout period may be longer.

(3) Partial release is permitted. See “Partial Release” herein.

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

(5) DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate Sun MHC Portfolio Whole Loan.

(6) The Appraised Value, Cut-off Date LTV and Balloon LTV are based on the “As Portfolio” value of $144.1 million. Based on the individual property appraised values, the aggregate appraised value for the Sun MHC Portfolio is $148.25 million. The Cut-off Date LTV and Balloon LTV based on the $148.25 million are 70.2% and 65.3%, respectively.

(7) Based on amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 2.06x and 2.06x, respectively.

(8) Includes 768 RV pads located across three of the Sun MHC Portfolio Properties.

(9) Occupancy figures are calculated net of the 768 RV pads.

A-3-3

Various Collateral Asset Summary – Loan No. 1 Sun MHC Portfolio Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $75,000,000 72.2% 1.51x 9.0%

Property Summary
Property Name	Location	MH Pads	RV Pads	Total Pads	Year Built / Renovated		Appraised Value	Occupancy(1)
						Allocated Whole Loan Amount
Silver Star	Orlando, FL	406	0	406	1971 / NAP	$22,899,871	$32,600,000	98.8%
West Glen Village	Indianapolis, IN	552	0	552	1970 / NAP	$17,982,721	$25,600,000	78.4%
Edwardsville	Edwardsville, KS	635	0	635	1968 / NAP	$17,671,670	$25,260,000	75.7%
Sherman Oaks	Jackson, MI	366	0	366	1976 / NAP	$9,630,590	$13,710,000	74.0%
College Park Estates	Canton, MI	230	0	230	1960 / NAP	$8,281,886	$11,790,000	93.0%
Snow to Sun	Weslaco, TX	183	293	476	1989 / NAP	$5,767,115	$8,210,000	93.4%
Casa Del Valle	Alamo, TX	137	239	376	1990 / NAP	$4,994,420	$7,110,000	93.4%
Valley View Estates	Allegany, NY	197	0	197	1980 / NAP	$4,446,509	$6,330,000	85.8%
Colonial Village	Allegany, NY	156	0	156	1980 / NAP	$3,807,279	$5,420,000	87.2%
Village Trails	Howard City, MI	100	0	100	1996 / NAP	$3,385,809	$4,820,000	94.0%
Maplewood	Indianapolis, IN	207	0	207	1960 / NAP	$3,161,025	$4,500,000	58.9%
Kenwood	La Feria, TX	44	236	280	1987 / NAP	$2,037,105	$2,900,000	90.9%
Total / Wtd. Avg.		3,213	768	3,981(2)		$104,066,000	$144,100,000(3)	82.8%

(1) Based on occupied units per the October 1, 2015 rent roll. Occupancy figures are calculated net of the RV Pads.

(2) The portfolio has 702 community owned homes that were acquired by an affiliate of the sponsor, which total 17.6% of the 3,981 pads at the property. There is at least one community owned home at each property, with the largest concentrations at West Glen Village (186 homes), College Park Estates (160 homes) and Edwardsville (152 homes). The borrower does not receive income from the community owned homes and they are not collateral for the Sun MHC Portfolio Loan; however, the related loan documents prohibit the community homes from being sold (other than to tenants) and require that they remain in place at the Sun MHC Portfolio Properties. The related loan documents permit the affiliate which owns such homes to obtain a third party chattel loan secured by such homes in an amount not to exceed 80% of the aggregate fair market value of such homes.

(3) The portfolio Appraised Value of $144.1 million reflects a discount attributed to the aggregate value of the Sun MHC Portfolio Properties as a whole. The sum of the appraised values of each of the properties on an individual basis is $148.25 million. The appraisal applied a portfolio discount primarily because the purchase price for the portfolio of $137.9 million was less than the sum of the appraisal’s concluded values for each of the individual properties. According to the appraisal, the sale was negotiated in an off market transaction and the prior owner was motivated by internal investment criteria to divest a number of assets.

The Loan.    The Sun MHC Portfolio loan (the “Sun MHC Portfolio Loan”) is a fixed rate loan secured by the borrowers’ fee simple interest in a portfolio of 12 manufactured housing properties across six states, totaling 3,981 pads (the “Sun MHC Portfolio Properties”), with an original and cut-off principal balance of $75.0 million. The Sun MHC Portfolio Loan is evidenced by the controlling Note A-1 with an original principal balance of $75.0 million, which will be included in the COMM 2016-DC2 mortgage trust. The pari passu non-controlling Note A-2 with an original principal balance of $29.066 million (and, together with the Sun MHC Portfolio Loan, the “Sun MHC Portfolio Whole Loan”), will not be included in the trust and is expected to be held by GACC or an affiliate and contributed to a future securitization.

The relationship between the holders of the Sun MHC Portfolio Whole Loan will be governed by a co-lender agreement as described under “Description of the Mortgage Pool – The Whole Loans – Sun MHC Portfolio Whole Loan” in the Prospectus.

Whole Loan Summary
	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
Note A-1	$75,000,000	$75,000,000	COMM 2016-DC2	Yes
Note A-2	$29,066,000	$29,066,000	GACC	No
Total	$104,066,000	$104,066,000

The Sun MHC Portfolio Loan has a 10-year term and amortizes on a 30-year schedule following an initial 72-month interest only period. The Sun MHC Portfolio Loan accrues interest at a fixed rate equal to 4.2800%. Loan proceeds, along with approximately $37.8 million of equity from the sponsors, were used to acquire the Sun MHC Portfolio Properties for a purchase price of approximately $137.9 million, fund upfront reserves of approximately $0.9 million and pay closing costs of approximately $3.2 million. Based on the “as-portfolio” appraised value of $144.1 million as of November 20, 2015, the cut-off date LTV ratio is 72.2%. Six of the twelve properties have been in previous securitizations: Casa del Valle (GECMC 2004-C3), Colonial Village (JPMBB 2013-C14), Valley View (JPMBB 2013-C14), Silver Star (BACM 2004-3), Snow to Sun (GECMC 2004-C3), and Village Trails (MLMT 2004-BPC1). 

A-3-4

Various Collateral Asset Summary – Loan No. 1 Sun MHC Portfolio Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $75,000,000 72.2% 1.51x 9.0%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$104,066,000	73.3%	Purchase Price	$137,855,400	97.1%
Sponsor Equity	$37,843,978	26.7%	Reserves	$900,000	0.6%
			Closing Costs	$3,154,578	2.2%
Total Sources	$141,909,978	100.0%	Total Uses	$141,909,978	100.0%

The Borrowers / Sponsor.    The borrowers, Colonial Village (NY) MHC, LLC, Valley View Estates (NY) MHC, LLC, Casa del Valle (TX) MHC, LLC, Kenwood (TX) MHC, LLC, MHC Snow to Sun (TX), LLC, Edwardsville (KS) MHC, LLC, Silver Star (FL) MHC, LLC, College Park Estates (MI) MHC, LLC, Sherman Oaks (MI) MHC, LLC, Village Trails (MI) MHC, LLC, Maplewood (IN) MHC, LLC and West Glen (IN) MHC, LLC, are each a single purpose Delaware limited liability company with two independent directors. The sponsors consist of a joint venture between RHP Properties, Inc. (15.0%) and NorthStar Realty Finance Corp. (85.0%). The nonrecourse carve-out guarantor of each of the borrowers is Ross H. Partrich.

Ross H. Partrich is the CEO of RHP Properties, Inc. (“RHP”). RHP is a real estate investment firm specializing in the acquisition and management of manufactured home and apartment communities. By number of communities, RHP is the nation’s second largest private owner and operator of manufactured housing, owning and managing approximately 224 communities with over 56,349 housing units and sites across 23 states, with a combined value of approximately $3.4 billion.

NorthStar Realty Finance Corp. (NYSE: NRF) (“NRF”) is a publicly-traded, diversified commercial real estate company. NRF’s core business activities are origination, structuring, acquisition and managing of commercial real estate debt, commercial real estate securities and net lease properties. As of November 5, 2015, NRF had a balance sheet with $17.5 billion in commercial real estate assets under management. Additionally as of the same period, NRF’s manufactured housing portfolio totaled $1.9 billion. Their aggregate portfolio includes 136 communities across 12 states totaling over 33,061 pad rental sites and was 86% occupied as of November 5, 2015.

The Properties.    The Sun MHC Portfolio Properties consist of twelve manufactured housing communities totaling 3,213 MHC pads and 768 RV park pads. The properties were built between 1960 and 1996 and are located across six states including Florida, Michigan, Indiana, Kansas, Texas and New York. Four of the Sun MHC Portfolio Properties (Silver Star, Snow to Sun, Casa del Valle and Kenwood) are age restricted to tenants of 55 years and older. From 2012 to the trailing twelve month period ended September 30, 2015, the aggregate net operating income for the Sun MHC Portfolio Properties increased 8.6% from approximately $8.4 million to approximately $9.2 million, while overall average occupancy since 2012 has been 82.3%.

The Sun MHC Portfolio Properties are located across six states with no one state accounting for more than 28.4% of the portfolio’s total pads or 21.2% of underwritten net cash flow. Florida represents the largest exposure to a single state by net cash flow, with 406 pads totaling 10.2% of the portfolio’s total pad count and 21.2% of underwritten net cash flow.

Regional Breakdown
State	Sites	MH Pads	RV Pads	Total Pads	% of Total	U/W NCF	% of NCF	Appraised Value	Allocated Whole Loan Amount
Florida	1	406	0	406	10.2%	$1,968,014	21.2%	$32,600,000	$22,899,871
Michigan	3	696	0	696	17.5%	$1,953,894	21.0%	$30,320,000	$21,298,285
Indiana	2	759	0	759	19.1%	$1,914,997	20.6%	$30,100,000	$21,143,746
Kansas	1	635	0	635	16.0%	$1,704,609	18.4%	$25,260,000	$17,671,670
Texas	3	364	768	1,132	28.4%	$969,214	10.4%	$18,220,000	$12,798,640
New York	2	353	0	353	8.9%	$773,496	8.3%	$11,750,000	$8,253,788
Total	12	3,213	768	3,981	100.0%	$9,284,223	100.0%	$144,100,000(1)	$104,066,000

(1) The portfolio Appraised Value of $144.1 million reflects a discount attributed to the aggregate value of the Sun MHC Portfolio Properties as a whole. The sum of the appraised values of each of the properties on an individual basis is $148,250,000.

A-3-5

Various Collateral Asset Summary – Loan No. 1 Sun MHC Portfolio Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $75,000,000 72.2% 1.51x 9.0%

A breakout of the twelve Sun MHC Portfolio Properties by underwritten net cash flow is shown below.

Sun MHC Portfolio Properties by U/W NCF
Property Name	# of Pads	% of Total	U/W NCF	% of U/W NCF	Appraised Value	Appraised Value Per Pad
Silver Star	406	10.2%	$1,968,014	21.2%	$32,600,000	$80,296
Edwardsville	635	16.0%	$1,704,609	18.4%	$25,260,000	$39,780
West Glen Village	552	13.9%	$1,624,123	17.5%	$25,600,000	$46,377
Sherman Oaks	366	9.2%	$856,845	9.2%	$13,710,000	$37,459
College Park Estates	230	5.8%	$811,096	8.7%	$11,790,000	$51,261
Snow to Sun	476	12.0%	$540,893	5.8%	$8,210,000	$17,248
Valley View Estates	197	4.9%	$408,197	4.4%	$6,330,000	$32,132
Casa Del Valle	376	9.4%	$371,858	4.0%	$7,110,000	$18,910
Colonial Village	156	3.9%	$365,299	3.9%	$5,420,000	$34,744
Maplewood	207	5.2%	$290,874	3.1%	$4,500,000	$21,739
Village Trails	100	2.5%	$285,953	3.1%	$4,820,000	$48,200
Kenwood	280	7.0%	$56,464	0.6%	$2,900,000	$10,357
Total	3,981(1)	100.0%	$9,284,223	100.0%	$144,100,000(2)	$36,197

(1) Includes 768 RV pads located across three of the Sun MHC Portfolio Properties (Snow to Sun, Casa del Valle and Kenwood). The foregoing three properties and Silver Star are age restricted to tenants at least 55 years of age. The portfolio has 702 community owned homes that were acquired by an affiliate of the sponsor, which total 17.6% of the 3,981 pads at the property. There is at least one community owned home at each property, with the largest concentrations at West Glen Village (186 homes), College Park Estates (160 homes) and Edwardsville (152 homes). The borrower does not receive income from the community owned homes and they are not collateral for the Sun MHC Portfolio Loan; however, the related loan documents prohibit the community homes from being sold and require that they remain in place at the Sun MHC Portfolio Properties. The related loan documents permit the affiliate which owns such homes to obtain a third party chattel loan secured by such homes in an amount not to exceed 80% of the aggregate fair market value of such homes.

(2) The portfolio Appraised Value of $144.1 million reflects a discount attributed to the aggregate value of the Sun MHC Portfolio Properties as a whole. The sum of the value of each of the properties on an individual basis is $148,250,000.

Environmental Matters.    The Phase I environmental reports dated October 2015 recommended no further action at the Sun MHC Portfolio Properties other than that a Phase II be conducted at the Silver Star property to evaluate the potential impact of an underground storage tank and a suspected automotive maintenance building at the property as well as the implementation of the O&M plan. The Phase II, completed on November 11, 2015, determined that the tank was removed on October 31, 1991. However, the Orange County Environmental Protection Division could not issue a no further action letter due to the fact that the initial soil samples taken at the time of removal were not sufficiently deep. The tank was reportedly in good condition at the time of removal and there was no evidence of corrosion. In lieu of a no further action letter, the former underground storage tank is currently considered a recognized environmental condition. The suspected automotive maintenance building is likewise considered a recognized environmental condition due to the fact that the inspector was unable to find documentation of the decommissioning of the maintenance building.

The Market.  The Sun MHC Portfolio Properties are geographically diverse, located in 10 different cities across six states. The properties are located in Texas (28.4% by pads), Indiana (19.1%), Michigan (17.5%), Kansas (16.0%), Florida (10.2%) and New York (8.9%).

A-3-6

Various Collateral Asset Summary – Loan No. 1 Sun MHC Portfolio Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $75,000,000 72.2% 1.51x 9.0%

The subsequent table displays historical occupancies for each of the Sun MHC Portfolio Properties along with a comparison of average actual and market rent.

Historical Occupancy and Market Rent Summary
Property Name	City	State	Number of Pads(1)	2013 Occupancy(2)	2014 Occupancy(2)	T-12 10/1/2015 Occupancy(2)	Avg. Monthly Rent per Pad	Appraisal’s Concluded Occupancy(3)	Market Rent(3)
Silver Star	Orlando	FL	406	97.9%	98.3%	98.8%	$565	95.0%	$577
West Glen Village	Indianapolis	IN	552	76.9%	80.8%	78.4%	$450	82.6%	$450
Edwardsville	Edwardsville	KS	635	71.4%	75.8%	75.7%	$423	73.0%	$423
Sherman Oaks	Jackson	MI	366	73.3%	73.1%	74.0%	$467	74.0%	$468
College Park Estates	Canton	MI	230	79.9%	82.9%	93.0%	$468	92.0%	$468
Snow to Sun	Weslaco	TX	476	99.0%	97.2%	93.4%	$308	70.0%	$248
Casa Del Valle	Alamo	TX	376	96.8%	98.4%	93.4%	$330	72.0%	$300
Valley View Estates	Allegany	NY	197	NAP	86.3%	85.8%	$373	88.0%	$375
Colonial Village	Allegany	NY	156	NAP	87.5%	87.2%	$366	88.0%	$374
Village Trails	Howard City	MI	100	95.3%	91.6%	94.0%	$427	93.0%	$428
Maplewood	Indianapolis	IN	207	66.2%	64.3%	58.9%	$393	59.4%	$395
Kenwood	La Feria	TX	280	97.2%	95.1%	90.9%	$290	70.0%	$244
Total / Wtd. Avg.			3,981	81.0%	83.1%	82.8%	$436	78.2%	$398

(1) Includes 768 RV pads located across three of the Sun MHC Portfolio Properties (Snow to Sun, Casa del Valle and Kenwood). The foregoing three properties and Silver Star are age restricted to tenants at least 55 years of age.

(2) Occupancy figures and Avg. Monthly Rent per Pad are calculated net of the 768 RV pads.

(3) Source: Appraisal.

The appraisal identified several recent portfolio sales that have occurred over the past 4-5 years considered to be comparable to the Sun MHC Portfolio which are summarized in the table below.

Sales Comparison(1)
Portfolio Name	Date of Sale	States	Price (millions)	Price/Pad	# of Pads	Avg. Occupancy
Sun MHC Portfolio Properties	Aug-15	FL, IN, KS, MI, NY, TX	137.9	$34,628	3,981(2)	82.8%
Hometown - ELS	May-11	AZ, CA, CT, ID, IN, MA, MD, MI, MN, ND, NJ, NV, NY, PA, VA, FL	1,413.0	$46,898	30,129	86.3%
Kentland - Sun	Jun-12	MI	142.3	$24,947	5,704	85.4%
Hometown - AMC	Dec-11	AZ, CO, TX, MI	330.0	$55,790	5,915	84.6%
ARC - UMH	Aug-12	PA, NY	28.3	$29,214	967	92.3%
ARC - Yes!	Aug-12	IA, IL, NC, ND, NE, OK, SC	294.0	$28,000	10,500	92.0%
Sun - Rudgate	Nov-12	MI	71.1	$12,465	5,704	85.4%
ARC - RHP	Apr-13	FL, KS, MO, NY, UT	865.0	$52,219	16,565	86.1%
UMH - Evergreen	Mar-14	OH	25.0	$22,538	1,107	87.0%
UMH - Stonewall	Jul-14	PA	12.2	$36,310	336	84.0%
Sun - GCP	Oct-14	AZ, CO, FL, IL, ME, MI, MT, NY, PA, WI	1,320.0	$67,992	19,434	90.3%

(1) Source: Appraisal.

(2) Includes 768 RV pads located across three of the Sun MHC Portfolio Properties (Snow to Sun, Casa del Valle and Kenwood). The foregoing three properties and Silver Star are age restricted to tenants at least 55 years of age.

A-3-7

Various Collateral Asset Summary – Loan No. 1 Sun MHC Portfolio Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $75,000,000 72.2% 1.51x 9.0%

Cash Flow Analysis.

Cash Flow Analysis
	2012	2013	2014	T-12 9/30/2015	U/W	U/W per Pad
Gross Potential Rent(1)	$12,251,081	$12,695,046	$13,294,805	$13,386,744	$16,358,485	$4,109
Other Income(2)	2,495,588	2,516,492	2,706,905	2,720,754	2,817,319	708
Less: Vacancy	0	0	0	0	(2,521,920)	(633)
Less: Bad Debt	(156,488)	(209,869)	(255,460)	(270,241)	(277,952)	(70)
Less: Concessions	(608,837)	(697,029)	(652,837)	(573,246)	(582,082)	(146)
Effective Gross Income	$13,981,344	$14,304,640	$15,093,413	$15,264,010	$15,793,850	$3,967
Total Operating Expenses	5,540,040	5,738,270	5,893,001	6,095,140	6,475,864	1,627
Net Operating Income	$8,441,304	$8,566,370	$9,200,412	$9,168,870	$9,317,986	$2,341
Capital Expenditures	0	0	0	0	33,763	8
Net Cash Flow	$8,441,304	$8,566,370	$9,200,412	$9,168,870	$9,284,223	$2,332

(1) U/W Gross Potential Rent is based on the in-place rent roll.

(2) Other Income consists of income from the RV pads as well as items such as late fees, month to month fees and storage income.

Property Management.    The Sun MHC Portfolio Properties are managed by Newbury Management Company, an affiliate of the borrowers.

Lockbox / Cash Management.    The Sun MHC Portfolio Loan is structured with a springing soft lockbox and springing cash management. During the continuance of a Cash Management Period (as defined below), all rents, revenues and receipts from the Sun MHC Portfolio Properties are required to be deposited by the borrower or manager into a lender controlled clearing account. During a Cash Management Period, amounts on deposit in the clearing account are required to be swept daily into a lender-controlled deposit account and applied to payment of all monthly amounts due under the loan documents.

A “Cash Management Period” will commence upon the occurrence or commencement, as applicable, of (i) an event of default, (ii) the debt yield is less than 7.15% as of any calendar quarter and will end if, (a) with respect to (i) above, the event of default is cured and such cure is accepted by the lender (and no other event of default is continuing), (b) with respect to (ii) above, the debt yield is at least 7.15% for two consecutive calendar quarters. The borrower has the right to prepay the Sun MHC Portfolio Whole Loan together with the applicable yield maintenance premium in order to avoid a Cash Management Period caused by a decline in debt yield

Initial Reserves.    At closing, the borrowers deposited (i) $765,572 into a replacement reserve account and (ii) $134,428 into a required repairs reserve account.

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 $123,269, into a tax reserve account, (ii) beginning on the payment date in December 2019 and on each payment date thereafter, $16,588 into a replacement reserve account and (iii) 1/12 of the annual insurance premiums into an insurance reserve account if an acceptable blanket insurance policy is no longer in place.

Current Mezzanine or Subordinate Indebtedness.    None.

Future Mezzanine or Subordinate Indebtedness Permitted.    None.

Partial Release.    At 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 sale of such property is pursuant to an arm’s-length agreement, (ii) the DSCR for the remaining properties is not less than the greater of the DSCR immediately preceding the partial release and 1.56x, (iii) borrower pays to lender (a) 115% of the allocated loan amount for the released property or (b) with respect to the sale of any property to an RHP related transferee if at the time of the purchase and sale agreement or the time of sale, Ross H. Partrich owns 15% or more of the ownership interests, the greater of 125% of the allocated loan amount for the released property or 100% of the net sales proceeds from the released property and (iv) the borrower pays the applicable yield maintenance premium.

Substitution. None. 

A-3-8

Various Collateral Asset Summary – Loan No. 1 Sun MHC Portfolio Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $75,000,000 72.2% 1.51x 9.0%

A-3-9

100, 200, 333 & 555 North Point Center East Alpharetta, GA 30022 Collateral Asset Summary – Loan No. 2 North Point Center East Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $61,950,000 67.3% 1.30x 9.8%

 

A-3-10

100, 200, 333 & 555 North Point Center East Alpharetta, GA 30022 Collateral Asset Summary – Loan No. 2 North Point Center East Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $61,950,000 67.3% 1.30x 9.8%

Mortgage Loan Information
Loan Seller:	KeyBank
Loan Purpose:	Acquisition
Sponsor:	Accesso Investment Properties V, LLLP
Borrower:	BRI 1870 North Point, LLC
Original Balance:	$61,950,000
Cut-off Date Balance:	$61,950,000
% by Initial UPB:	7.7%
Interest Rate:	4.9300%
Payment Date:	1st of each month
First Payment Date:	March 1, 2016
Maturity Date:	February 1, 2026
Amortization:	Interest Only for first 60 months; 360 months thereafter
Additional Debt(1):	Future Mezzanine Debt Permitted
Call Protection:	L(25), YM1(89), O(6)
Lockbox / Cash Management:	Hard / Springing

Reserves(2)
	Initial	Monthly
Taxes:	$315,993	$78,998
Insurance:	$0	Springing
Replacement:	$9,913	$9,913
TI/LC:	$565,336	$65,336
Rent Concessions:	$4,397,801	NAP
Outstanding TILC:	$3,354,106	NAP
Major Tenant:	$0	Springing

Financial Information
Cut-off Date Balance / Sq. Ft.:	$115
Balloon Balance / Sq. Ft.:	$106
Cut-off Date LTV(3):	67.3%
Balloon LTV(3):	62.0%
Underwritten NOI DSCR(4):	1.53x
Underwritten NCF DSCR(4):	1.30x
Underwritten NOI Debt Yield:	9.8%
Underwritten NCF Debt Yield:	8.3%
Underwritten NOI Debt Yield at Balloon:	10.6%
Underwritten NCF Debt Yield at Balloon:	9.0%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Suburban Office
Collateral:	Fee Simple
Location:	Alpharetta, GA
Year Built / Renovated:	1995-1999 / NAP
Total Sq. Ft.:	540,707
Property Management:	Accesso Services, LLC
Underwritten NOI:	$6,074,819
Underwritten NCF:	$5,146,800
“As-is” Appraised Value:	$86,900,000
“As-is” Appraisal Date:	November 2, 2015
“As Complete” Appraised Value(3):	$92,050,000
“As Complete” Appraisal Date:	November 2, 2015
“As Stabilized” Appraised Value(5):	$107,550,000
“As Stabilized” Appraisal Date(5):	Various
Historical NOI
Most Recent NOI:	$6,640,012 (T-12 October 31, 2015)
2014 NOI:	$6,293,558 (December 31, 2014)
2013 NOI:	$5,366,357 (December 31, 2013)
2012 NOI:	$4,877,595 (December 31, 2012)
Historical Occupancy
Most Recent Occupancy:	87.3% (November 30, 2015)
2014 Occupancy:	95.9% (December 31, 2014)
2013 Occupancy:	91.9% (December 31, 2013)
2012 Occupancy:	91.5% (December 31, 2012)

(1) See “Future Mezzanine or Subordinate Indebtedness Permitted” herein.

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

(3) Cut-off Date LTV and Balloon LTV are based on the “As-Complete” appraised value of $92.05 million. The “As Complete” Appraised Value takes into account planned tenant improvements at buildings 100, 200 and 333 at the North Point Center East Property. At closing, the borrower deposited approximately $2.9 million into tenant improvement reserves to cover the full cost of the planned tenant improvements. Based on the “As-is” Appraised Value of $86.9 million, the Cut-off Date LTV and Balloon LTV for the North Point Center East Loan are 71.3% and 65.7%, respectively.

(4) Based on amortizing debt service payments. Based on the current interest only debt service payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 1.96x and 1.66x, respectively.

(5) The “As Stabilized” Appraised Value assumes the MedAssets, IP Switch, Inc., and Robert W. Baird & Co. tenants are paying full unabated rent. At closing, the borrower deposited approximately $4.4 million into rent concession reserves equal to the entire amount of the free rent for these tenants. Based on the “As Stabilized” Appraised Value of $107.6 million, the Cut-off Date LTV and Balloon LTV for the North Point Center East Loan are 57.6% and 53.1%, respectively. The “As Stabilized” Appraised Values for buildings 200 and 555 are as of November 1, 2017, and the “As Stabilized” Appraised Values for buildings 100 and 333 are as of November 1, 2018.

A-3-11

100, 200, 333 & 555 North Point Center East Alpharetta, GA 30022 Collateral Asset Summary – Loan No. 2 North Point Center East Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $61,950,000 67.3% 1.30x 9.8%

Tenant Summary
Tenant		Net Rentable Area (Sq. Ft.)	% of Net Rentable Area		% of Total U/W Base Rent	Lease Expiration
	Ratings (Fitch/Moody’s/S&P)(1)			U/W Base Rent PSF
MedAssets(2)(3)	NR/B3/B	107,984	20.0%	$21.50	25.0%	2/28/2031
SIS(4)	NR/NR/NR	46,001	8.5%	$21.52	10.6%	9/30/2020
Merrill Lynch(5)	A/Baa1/NR	35,949	6.6%	$12.25	4.7%	10/31/2019
Schweitzer-Mauduit International(6)	NR/NR/NR	30,406	5.6%	$11.59	3.8%	12/31/2017
Amplify Education, Inc.(7)	NR/NR/NR	22,443	4.2%	$21.42	5.2%	5/31/2020
Total Major Tenants		242,783	44.9%	$18.89	49.3%
Remaining Tenants		229,054	42.4%	$20.59	50.7%
Total Occupied Collateral		471,837	87.3%	$19.71	100.0%
Vacant		68,870	12.7%
Total		540,707	100%

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

(2) The MedAssets lease contains two, five-year extension options with written notice to exercise an option delivered no later than 12 months prior to expiration.

(3) MedAssets U/W Base Rent PSF reflects in-place rent beginning March 1, 2016.

(4) The SIS lease contains one, five-year extension option with written notice to exercise the option delivered no later than 14 months prior to expiration.

(5) Merrill Lynch reimburses expenses on a triple net basis. The Merrill Lynch lease contains two, five-year extension options with written notice to exercise the options delivered no later than 9 months prior to expiration. Merrill Lynch has the one-time right to terminate its lease effective June 30, 2017, provided the tenant has given landlord notice not later than September 30, 2016, in addition to paying a termination fee equal to (i) the unamortized portion of tenant improvements and leasing commissions paid by landlord, (ii) the unamortized amount of the rent abatement and (iii) the rent which would have been due for the months of July and August 2017.

(6) Schweitzer-Mauduit International reimburses expenses on a triple net basis. The Schweitzer-Mauduit International lease contains one, five-year extension option with written notice to exercise the option delivered no sooner than January 1, 2017 and no later than March 31, 2017.

(7) The Amplify Education, Inc. lease contains one, five-year extension option with written notice to exercise the option delivered no later than nine months prior to expiration.

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%
2016	4	19,567	3.6%	19,567	3.6%	$21.52	4.5%	4.5%
2017	6	84,704	15.7%	104,271	19.3%	$17.87	16.3%	20.8%
2018	2	31,509	5.8%	135,780	25.1%	$20.88	7.1%	27.9%
2019	3	48,923	9.0%	184,703	34.2%	$14.55	7.7%	35.5%
2020	7	122,220	22.6%	306,923	56.8%	$21.78	28.6%	64.1%
2021	3	34,508	6.4%	341,431	63.1%	$22.03	8.2%	72.3%
2022	1	22,422	4.1%	363,853	67.3%	$11.32	2.7%	75.0%
2023	0	0	0.0%	363,853	67.3%	$0.00	0.0%	75.0%
2024	0	0	0.0%	363,853	67.3%	$0.00	0.0%	75.0%
2025	0	0	0.0%	363,853	67.3%	$0.00	0.0%	75.0%
2026	0	0	0.0%	363,853	67.3%	$0.00	0.0%	75.0%
Thereafter	1	107,984	20.0%	471,837	87.3%	$21.50	25.0%	100.0%
Vacant	NAP	68,870	12.7%	540,707	100.0%	NAP	NAP
Total / Wtd. Avg.	27	540,707	100.0%			$19.71	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.

A-3-12

100, 200, 333 & 555 North Point Center East Alpharetta, GA 30022 Collateral Asset Summary – Loan No. 2 North Point Center East Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $61,950,000 67.3% 1.30x 9.8%

The Loan.    The North Point Center East loan (the “North Point Center East Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in three six-story and one seven-story Class A office buildings consisting of 540,707 sq. ft. located at 100, 200, 333 and 555 North Point Center East in Alpharetta, Georgia (the “North Point Center East Property”), with an original balance and cut-off date balance of approximately $62.0 million. The North Point Center East Loan has a 10-year term and amortizes on a 30-year schedule following an initial 60-month interest only period. The North Point Center East Loan accrues interest at a fixed rate equal to 4.9300% per annum. Loan proceeds, along with approximately $39.7 million of sponsor equity, were used to acquire the North Point Center East Property for approximately $92.3 million, fund upfront reserves of approximately $8.6 million and pay approximately $0.7 million in closing costs. Based on the “As Complete” appraised value of approximately $92.1 million as of November 2, 2015, the cut-off date LTV is 67.3%, and based on the “As-is” appraised value of approximately $86.9 million as of November 2, 2015, the cut-off date LTV is 71.3%. The most recent prior financing of the North Point Center East Property was not included in a securitization.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$61,950,000	61.0%	Purchase Price	$92,250,000	90.8%
Sponsor Equity(1)	$39,668,315	39.0%	Reserves	$8,643,149	8.5%
			Closing Costs	$725,166	0.7%
Total Sources	$101,618,315	100.0%	Total Uses	$101,618,315	100.0%

(1) Sponsor Equity includes $7,838,253 in credits for outstanding tenant improvements and free rent paid by the seller at closing.

The Borrower / Sponsor. The borrower, BRI 1870 North Point, 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 carve-out guarantor is Accesso Investment Properties V, LLLP, a real estate investment fund affiliated with Accesso Partners LLC. As of December 8, 2015, total equity invested in the Accesso Investment Properties V, LLLP fund was approximately $103.3 million.

Accesso Partners LLC (formerly Beacon Investment Properties) was founded in 2003 and is a full-service commercial real estate investment manager, owner and operator based in Hallandale Beach, Florida. Accesso Partners LLC total assets under management include 37 properties totaling over 11.5 million sq. ft. valued at approximately $2.2 billion.

The Property. The North Point Center East Property consists of three, six-story and one, seven-story Class A office buildings totaling 540,707 sq. ft., located on North Point Center East in Alpharetta, Georgia, approximately 24 miles north of the Atlanta CBD. The North Point Center East Property was built between 1995 and 1999. Amenities at the North Point Center East Property include free parking, security, a gym with locker rooms, and a conference room. There are 2,318 surface parking spaces at the North Point Center East Property which equates to a parking ratio of approximately 4.29 spaces per 1,000 sq. ft.

The North Point Center East Property is located in a growing area of Alpharetta that is approximately 3.5 miles south of the downtown area. The North Point Mall, a 1.37 million sq. ft. super-regional shopping mall anchored by Dillard’s, Macy’s, Von Maur, JC Penney, and Sears is located adjacent to the east of the North Point Center East Property. Extensive commercial property development has occurred in the area surrounding the mall, including office, numerous neighborhood and power shopping centers, hotels, banks, service stations, and restaurants. Metropolitan Atlanta Rapid Transit Authority (“MARTA”) provides public bus transportation to the area. Bus stops are scattered along major arteries including North Point Parkway, Mansell Road and Haynes Bridge Road. In addition, MARTA has plans to extend the rail line farther north along Georgia Highway 400 and create five new stations, one of which will be on Encore Parkway adjacent to the North Point Center East Property.

The North Point Center East Property is located along North Point Center East, south of Georgia Highway 400 and north of North Point Parkway. Access to Georgia Highway 400 is provided by two entrances located northeast and southwest of the North Point Center East Property along Haynes Bridge Road and Mansell Road, respectively. Georgia Highway 400 is the primary north to south traffic artery in the area which provides access to the Atlanta CBD to the south and access to North Carolina and Tennessee to the north.

As of November 30, 2015, the North Point Center East Property was 87.3% occupied by 27 tenants. From 2006 to 2015, average annual occupancy has ranged from 87.5% to 96.1% with the 10-year average equal to 93.1%. Currently 10 tenants comprising 46.3% of the NRA utilize the North Point Center East Property as their business headquarters.

Environmental Matters. The Phase I environmental report dated October 12, 2015 recommended no further action at the North Point Center East Property.

A-3-13

100, 200, 333 & 555 North Point Center East Alpharetta, GA 30022 Collateral Asset Summary – Loan No. 2 North Point Center East Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $61,950,000 67.3% 1.30x 9.8%

Major Tenants.

MedAssets Net Revenue Sys., LLC (“MedAssets”) (107,984 sq. ft.; 20.0% of NRA; 25.0% of U/W Base Rent; B3/B by Moody’s/S&P) MedAssets is a healthcare performance improvement company headquartered at the North Point Center East Property in Alpharetta, Georgia. The company is focused on helping healthcare providers realize financial and operational gains through cost and clinical resource management; purchasing and revenue cycle solutions; change management consulting; embedded management and process improvement services; and data analytics tools. MedAssets serves 4,500 hospitals and 123,000 non-acute healthcare providers, as well as payers and healthcare information technology vendors, and manages on behalf of clients more than $59 billion in total spending and $450 billion in gross patient revenue. Founded in 1999, MedAssets has approximately 3,350 employees at 18 office locations and operates through two primary business segments: Spend and Clinical Resource Management (“SCM”) and Revenue Cycle Management (“RCM”). As of year-end 2014, MedAssets reported that it generated annual net revenue of $720.2 million, a 5.9% increase from approximately $680.4 million in 2013.

On January 27, 2016, Pamplona Capital Management (“Pamplona”), a London and New York-based specialist investment manager with over $10 billion in assets, acquired MedAssets for $31.35 per share. Pamplona has reported it will combine MedAssets’ RCM segment with Precyse, a Pamplona-owned health information management services, technology and education company, whereby MedAssets will continue to be headquartered at the North Point Center East Property. Pamplona plans to divest MedAssets’ SCM segment to Vizient, Inc. (formerly VHA-UHC Alliance NewCo, Inc.), which is expected to be completed in February 2016.

MedAssets has been a tenant at the North Point Center East Property since 2005. MedAssets currently leases 120,660 sq. ft. located in buildings 100 and 200. When the build out of their space in building 200 is completed, MedAssets will surrender their space in building 100 and lease a total of 107,984 sq. ft. in building 200. MedAssets recently executed a 15-year lease at the North Point Center East Property which expires February 28, 2031. The tenant has two five-year renewal options and does not have any termination options. MedAssets is in a 21-month free rent period with respect to all of its space.

The Market. The North Point Center East Property is located within the Atlanta-Sandy Springs-Roswell metropolitan statistical area (“MSA”). The MSA is the 9^th largest by population within the United States and contains the country’s third largest concentration of Fortune 500 companies. The Atlanta MSA has recorded over-the-year job growth each month for approximately five years.

The North Point Center East Property is located within the Atlanta office market and the North Fulton office submarket. The Atlanta office market consists of 15,746 buildings providing approximately 303.9 million sq. ft. of commercial office space. Year-to-date absorption of 4.4 million sq. ft. in the Atlanta market brought the Q3 2015 vacancy rate down to 12.7% from the year-end 2014 vacancy rate of 13.9%.Asking rents in the Atlanta market were $20.36 PSF at the end of 3Q 2015, up 2.2% from $19.92 PSF in the prior quarter.Class A vacancy in the Atlanta market was 12.6%, down 1.7% from the 14.3% vacancy rate in Q4 2014. Class A asking rents in the market were $24.95 PSF, up from $24.33 PSF in the prior quarter.

The North Fulton submarket consists of 1,777 buildings providing approximately 35.9 million sq. ft. of commercial office space. Year-to-date absorption in the submarket at the end of Q3 2015 was approximately 911.7 thousand sq. ft. The vacancy rate in the North Fulton submarket was 11.4% at the end of Q3 2015 which has decreased quarterly since the 15.0% vacancy rate reported in Q1 2014. In the North Fulton submarket, asking rents were $19.33 PSF at the end of 3Q 2015 and have increased quarterly since 1Q 2014 when asking rents were $17.87 PSF. The North Fulton Class A office submarket contains 115 properties comprised of 16.8 million sq. ft. Class A vacancy in the North Fulton office submarket was 10.9% with asking rent of $22.49 PSF as of 3Q 2015. The North Fulton office submarket has a total of 73,689 sq. ft. under construction with 43,689 sq. ft. preleased for a preleased occupancy of 59.3%. 17,689 sq. ft. of the new supply is Class A space.

The appraisal identified comparable office properties, five of which are detailed below.

Summary of Comparable Office Rentals(1)
Name	North Point Center East Property	Mansell Overlook	The Falls at Sanctuary Park	Northwinds	Windward Oaks II	Preston Ridge IV
Distance from subject (miles)	NAP	1.8	0.9	1.8	5.2	3.7
Building Sq. Ft.	540,707(2)	652,923	228,629	146,252	76,555	150,320
Year Built	Various	Various	2003	1997	1995	2000
Occupancy	87.3%(2)	84.0%	96.0%	100.0%	100.0%	94.6%
Rent PSF	$19.71(2)	$23.63	$25.50	$23.00	$20.50	$24.50
Expense Basis	Modified Gross	Modified Gross	Modified Gross	Modified Gross	Modified Gross	Modified Gross

(1) Source: Appraisal.

(2) Based on the rent roll dated November 30, 2015.

A-3-14

100, 200, 333 & 555 North Point Center East Alpharetta, GA 30022 Collateral Asset Summary – Loan No. 2 North Point Center East Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $61,950,000 67.3% 1.30x 9.8%

Cash Flow Analysis.

Cash Flow Analysis
	2012	2013	2014	T-12 10/31/2015	U/W	U/W PSF
Base Rent(1)	$7,822,796	$8,168,694	$9,257,662	$9,359,582	$9,301,651	$17.20
Value of Vacant Space	0	0	0	0	1,656,079	3.06
Gross Potential Rent	$7,822,796	$8,168,694	$9,257,662	$9,359,582	$10,957,730	$20.27
Total Recoveries	979,402	997,289	946,422	1,135,279	949,703	1.76
Total Other Income	344,491	291,245	311,444	314,950	314,950	0.58
Less: Vacancy(2)	(82,223)	(44,489)	(5,965)	(1,058)	(1,568,654)	(2.90)
Effective Gross Income	$9,064,466	$9,412,739	$10,509,563	$10,808,753	$10,653,729	$19.70
Total Operating Expenses	4,186,871	4,046,382	4,216,005	4,168,741	4,578,910	8.47
Net Operating Income	$4,877,595	$5,366,357	$6,293,558	$6,640,012	$6,074,819	$11.23
TI/LC(3)	0	0	0	0	809,063	1.50
Capital Expenditures	0	0	0	0	118,956	0.22
Net Cash Flow	$4,877,595	$5,366,357	$6,293,558	$6,640,012	$5,146,800	$9.52

(1) Base Rent includes $198,346 in step rent through November 2016.

(2) U/W Vacancy represents 12.8% of gross potential income. As of November 30, 2015, the property was 87.3% occupied.

(3) U/W TI/LC includes $857,727 of TI/LC expenses less a credit in the amount of $48,664 due to the initial TI/LC deposit of $565,336.

Property Management.  The North Point Center East Property is managed by Accesso Services, LLC, a borrower affiliate.

Lockbox / Cash Management.     The North Point Center East Loan is structured with a hard lockbox and springing cash management. The borrower sent tenant direction letters to all tenants instructing them to deposit all rents and other payments directly into the lockbox account controlled by the lender. All funds in the lockbox account are required to be swept daily into the borrower’s operating account unless a Cash Sweep Event (as defined below) is continuing, in which event, funds are required to be swept into the cash management account and disbursed in accordance with the loan documents.

A “Cash Sweep Event” will commence upon (i) the occurrence of an event of default, (ii) bankruptcy, insolvency, or similar action of the borrower or the property manager, (iii) the debt service coverage ratio falls below 1.10x based on the trailing-6 month period immediately preceding the date of such determination, (iv) bankruptcy, insolvency, or similar action of MedAssets (“Major Tenant Trigger Event – Bankruptcy”) or (v) any date on or after June 1, 2016, but prior to June 1, 2019, that MedAssets, for five consecutive business days, ceases to conduct its normal business operations in at least 80% of the MedAssets premises (“Major Tenant Trigger Event – Partial Vacation”).

Initial Reserves.    At origination, the borrower deposited (i) $4,106,632 into a free rent reserve account for the MedAssets tenant, (ii) $2,519,612 into a TI/LC reserve account for outstanding tenant improvements associated with the MedAssets tenant, (iii) $565,336 into a TI/LC reserve account, (iv) $500,000 into an initial reserve account for the MedAssets tenant until such time MedAssets provides a clean estoppel, (v) $315,993 into a tax reserve account, (vi) $334,494 into a TI/LC reserve account for outstanding tenant improvements associated with the IP Switch, Inc. tenant, (vii) $165,751 into a free rent reserve for the IP Switch, Inc. tenant, (viii) $125,418 into a free rent reserve account for the Robert W. Baird & Co. tenant and (ix) $9,913 into a replacement reserve account.

Ongoing Reserves.    On a monthly basis, the borrower is required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $78,998, into a tax reserve account, (ii) $9,913 into a replacement reserve account, subject to a replacement reserve cap equal to $356,868 and (iii) $65,336 into a TI/LC reserve account, subject to a TI/LC reserve cap equal to $3,920,160. The borrower is required to deposit 1/12 of the estimated annual insurance premiums into an insurance reserve account if an acceptable blanket insurance policy is no longer in place. In addition, upon a Major Tenant Trigger Event – Bankruptcy or a Major Tenant Trigger Event – Partial Vacation, all excess cash flow will be deposited in the major tenant reserve to fund tenant improvements and leasing commissions for the MedAssets premises, subject to a major tenant reserve cap equal to (i) $2,321,656, so long as a Major Tenant Trigger Event – Bankruptcy is continuing, or (ii) $21.50 multiplied by 80% of the square footage of the MedAssets premises minus the square footage of the MedAssets premises being utilized by MedAssets, so long as a Major Tenant Trigger Event – Partial Vacation is continuing.

Current Mezzanine or Subordinate Indebtedness.  None.

Future Mezzanine or Subordinate Indebtedness Permitted. Future mezzanine debt is permitted in connection with a bona fide sale to a third party and consequent assumption of the North Point Center East Loan by a lender-approved borrower provided, among other things as detailed in the loan agreement, (i) no event of default has occurred and is continuing, (ii) the combined LTV does not exceed 70.0% and (iii) the DSCR including the mezzanine loan and assuming a 30-year amortization is no less than the greater of (a) 1.30x or (b) the combined DSCR immediately prior to the closing of the assumption.

A-3-15

100, 200, 333 & 555 North Point Center East Alpharetta, GA 30022 Collateral Asset Summary – Loan No. 2 North Point Center East Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $61,950,000 67.3% 1.30x 9.8%

 

A-3-16

100, 200, 333 & 555 North Point Center East Alpharetta, GA 30022 Collateral Asset Summary – Loan No. 2 North Point Center East Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $61,950,000 67.3% 1.30x 9.8%

 

A-3-17

100, 200, 333 & 555 North Point Center East Alpharetta, GA 30022 Collateral Asset Summary – Loan No. 2 North Point Center East Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $61,950,000 67.3% 1.30x 9.8%

 

A-3-18

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A-3-19

5715-62A Richmond Road Williamsburg, VA 23188 Collateral Asset Summary – Loan No. 3 Williamsburg Premium Outlets Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $50,000,000 54.8% 2.52x 11.4%

 

A-3-20

5715-62A Richmond Road Williamsburg, VA 23188 Collateral Asset Summary – Loan No. 3 Williamsburg Premium Outlets Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $50,000,000 54.8% 2.52x 11.4%

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Refinance
Sponsor(1):	Simon Property Group, L.P.
Borrowers:	Williamsburg Outlets, L.L.C.; Williamsburg Mazel, LLC
Original Balance(2):	$50,000,000
Cut-off Date Balance(2):	$50,000,000
% by Initial UPB:	6.2%
Interest Rate:	4.2290%
Payment Date:	6th of each month
First Payment Date:	March 6, 2016
Maturity Date:	February 6, 2026
Amortization:	Interest Only
Additional Debt(2):	$135,000,000 Pari Passu Debt
Call Protection(3):	L(25), D(88), O(7)
Lockbox / Cash Management:	Hard / Springing

Reserves(4)
	Initial	Monthly
Taxes:	$0	Springing
Insurance:	$0	Springing
Replacement:	$0	Springing
TI/LC:	$0	Springing

Financial Information(5)
Cut-off Date Balance / Sq. Ft.:	$354
Balloon Balance / Sq. Ft.:	$354
Cut-off Date LTV:	54.8%
Balloon LTV:	54.8%
Underwritten NOI DSCR:	2.66x
Underwritten NCF DSCR:	2.52x
Underwritten NOI Debt Yield:	11.4%
Underwritten NCF Debt Yield:	10.8%
Underwritten NOI Debt Yield at Balloon:	11.4%
Underwritten NCF Debt Yield at Balloon:	10.8%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Anchored Retail
Collateral:	Fee Simple
Location:	Williamsburg, VA
Year Built / Renovated:	1987 / 2005
Total Sq. Ft.:	522,133
Property Management:	Simon Management Associates, LLC
Underwritten NOI:	$21,124,575
Underwritten NCF:	$19,976,379
Appraised Value:	$337,800,000
Appraisal Date:	December 3, 2015

Historical NOI
Most Recent NOI:	$21,160,875 (T-12 July 31, 2015)
2014 NOI:	$20,711,911 (December 31, 2014)
2013 NOI:	$19,642,834 (December 31, 2013)
2012 NOI:	$18,424,756 (December 31, 2012)

Historical Occupancy
Most Recent Occupancy(6):	95.2% (December 10, 2015)
2014 Occupancy:	96.9% (December 31, 2014)
2013 Occupancy:	97.5% (December 31, 2013)
2012 Occupancy:	96.7% (December 31, 2012)

(1) The sponsor is also the sponsor of the mortgage loan identified on Annex A-1 to the Prospectus as Birch Run Premium Outlets, which has a Cut-off Date Balance of $20.0 million.

(2) The Williamsburg Premium Outlets Whole Loan is evidenced by six pari passu notes in the aggregate original principal amount of $185.0 million. The non-controlling Notes A-3 and A-4, with an original aggregate principal balance of $50.0 million, will be included in the COMM 2016-DC2 mortgage trust. The controlling Note A-1 and the non-controlling Notes A-2, A-5 and A-6, with an aggregate original principal balance of $135.0 million, will not be included in the trust and are expected to be held by GACC or an affiliate and contributed to a future securitization. For additional information on the pari passu companion loans, see “The Loan” herein.

(3) The lockout period will be at least 25 payment dates beginning with and including the first payment date of March 6, 2016. Defeasance of the full $185.0 million Williamsburg Premium Outlets Whole Loan is permitted after the date that is the earlier to occur of (i) two years after the closing date of the securitization that includes the last pari passu note to be securitized and (ii) March 6, 2019. The assumed lockout period of 25 payments is based on the expected COMM 2016-DC2 securitization closing date in March 2016. The actual lockout period may be longer.

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

(5) DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate Williamsburg Premium Outlets Whole Loan.

(6) Most Recent Occupancy includes 6,450 sq. ft. (1.2% of NRA) recently leased to Bon Worth (2,978 sq. ft.), Swarovski (1,800 sq. ft), and Pandora Outlet (1,672 sq. ft.). The tenants are expected to begin paying rent before May 2016.

A-3-21

5715-62A Richmond Road Williamsburg, VA 23188 Collateral Asset Summary – Loan No. 3 Williamsburg Premium Outlets Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $50,000,000 54.8% 2.52x 11.4%

Tenant Summary
Tenant Mix	Ratings (Fitch/Moody’s/S&P)(1)	Total Sq. Ft.	% of Total Collateral Sq. Ft.	Lease Expiration	Annual U/W Base Rent PSF	Total Sales (000s)(2)	Sales PSF(2)	Occupancy Cost(2)
Anchor / Grocery Tenant
Food Lion	NR/Baa3/BBB	29,000	5.6%	4/20/2020	$6.50	$10,652	$367	1.8%
Major Tenants (>10,000 sq. ft.)
Nike Factory Store	NR/A1/AA-	13,852	2.7%	9/30/2020	$20.00	$11,850	$855	3.5%
Polo Ralph Lauren	NR/A2/A	12,538	2.4%	8/31/2018	$25.35	$9,500	$758	3.4%
Coach	BBB/Baa2/BBB-	10,000	1.9%	1/31/2024	$85.00	$7,561	$756	13.2%
Major Tenants Subtotal / Wtd. Avg.		36,390	7.0%		$39.71	$28,911	$794	6.0%
In-line Tenants (<10,000 sq. ft.)		424,319	81.3%		$39.93	$179,034	$485	11.2%
Restaurants		7,313	1.4%		$44.60	$2,126	$317	20.8%
Total Occupied Collateral		497,022	95.2%		$38.03	$220,723	$500	10.2%
Vacant		25,111	4.8%
Total / Wtd. Avg.		522,133	100.0%

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

(2) Total Sales (000s), Sales PSF and Occupancy Cost are provided by the borrower and represent the trailing 12 months ended July 2015 for tenants that reported sales.

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	2,700	0.5%	2,700	0.5%	$32.64	0.5%	0.5%
2016	12	35,619	6.8%	38,319	7.3%	$34.82	6.6%	7.0%
2017	11	39,833	7.6%	78,152	15.0%	$37.20	7.8%	14.9%
2018	32	100,145	19.2%	178,297	34.1%	$43.81	23.2%	38.1%
2019	19	72,785	13.9%	251,082	48.1%	$36.94	14.2%	52.3%
2020	14	86,536	16.6%	337,618	64.7%	$23.96	11.0%	63.3%
2021	8	36,340	7.0%	373,958	71.6%	$33.96	6.5%	69.8%
2022	6	25,647	4.9%	399,605	76.5%	$31.74	4.3%	74.1%
2023	4	16,600	3.2%	416,205	79.7%	$44.57	3.9%	78.0%
2024	6	29,299	5.6%	445,504	85.3%	$52.98	8.2%	86.2%
2025	9	37,583	7.2%	483,087	92.5%	$49.21	9.8%	96.0%
2026	3	12,263	2.3%	495,350	94.9%	$49.37	3.2%	99.2%
Thereafter	1	1,672	0.3%	497,022	95.2%	$88.70	0.8%	100.0%
Vacant	NAP	25,111	4.8%	522,133	100.0%	NAP	NAP
Total / Wtd. Avg.	126	522,133	100.0%			$38.03	100.0%

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

A-3-22

5715-62A Richmond Road Williamsburg, VA 23188 Collateral Asset Summary – Loan No. 3 Williamsburg Premium Outlets Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $50,000,000 54.8% 2.52x 11.4%

The Loan. The Williamsburg Premium Outlets loan (the “Williamsburg Premium Outlets Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a 522,133 sq. ft., outlet center located in Williamsburg, Virginia (the “Williamsburg Premium Outlets Property”) with an original and cut-off date principal balance of $50.0 million. The Williamsburg Premium Outlets Loan is evidenced by the non-controlling Notes A-3 and A-4 with an original aggregate principal balance of $50.0 million, which will be included in the COMM 2016-DC2 mortgage trust. The pari passu controlling Note A-1, and the non-controlling Notes A-2, A-5 and A-6, with an aggregate original principal balance of $135.0 million (and, together with the Williamsburg Premium Outlets Loan, the “Williamsburg Premium Outlets Whole Loan”), will not be included in the trust and are expected to be held by GACC or an affiliate and contributed to a future securitization.

The relationship between the holders of the Williamsburg Premium Outlets Whole Loan will be governed by a co-lender agreement as described under “Description of the Mortgage Pool – The Whole Loans – Williamsburg Premium Outlets Whole Loan” in the Prospectus.

Whole Loan Summary
	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
Note A-1	$40,000,000	$40,000,000	GACC	Yes
Note A-2	$40,000,000	$40,000,000	GACC	No
Note A-3 & Note A-4	$50,000,000	$50,000,000	COMM 2016-DC2	No
Note A-5	$25,000,000	$25,000,000	GACC	No
Note A-6	$30,000,000	$30,000,000	GACC	No
Total	$185,000,000	$185,000,000

The Williamsburg Premium Outlets Whole Loan has a 10-year term and pays interest only for the term of the loan. The Williamsburg Premium Outlets Whole Loan accrues interest at a fixed rate equal to 4.2290%. Loan proceedswere used to retire existing debt of approximately $98.0 million, pay closing costs of approximately $1.3 million and return approximately $85.7 million of equity to the sponsor. Based on the “As-is” appraised value of $337.8 million as of December 3, 2015, the cut-off date LTV is 54.8%. The most recent prior financing of the Williamsburg Premium Outlets Property was included in the WBCMT 2006-C26, WBCMT 2006-C27 and RREF 2007-1A securitizations.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$185,000,000	100.0%	Loan Payoff	$98,018,872	53.0%
			Closing Costs	$1,295,278	0.7%
			Return of Equity	$85,685,850	46.3%
Total Sources	$185,000,000	100.0%	Total Uses	$185,000,000	100.0%

The Borrower / Sponsor. The borrowers are Williamsburg Outlets, L.L.C. and Williamsburg Mazel, LLC, each a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure. The sponsor of the borrower and nonrecourse carve-out guarantor is Simon Property Group, L.P., which is the operating partnership of Simon Property Group, Inc. (“Simon”). Simon (rated NR/A2/A by Fitch/Moody’s/S&P) is a publicly traded self-administered and self-managed real estate investment trust (NYSE: SPG) focused on retail property ownership and management. Simon is one of the largest publicly traded owner, operator and developer of retail assets in the United States. As of September 30, 2015, Simon operated 208 income-producing properties in the United States, consisting of 109 malls, 69 outlet centers, 14 mills, three community centers, and 13 other retail properties located in 37 states and Puerto Rico. As of September 2015, Simon had approximately $30.6 billion in assets, which is up 3.8% from approximately $29.5 billion in December 2014. Consolidated net income for the nine months ended September 30, 2015 was approximately $1.5 billion, which is up 25.3% from approximately $1.2 billion for the nine months ended September 30, 2014.

The Williamsburg Premium Outlets Whole Loan will be recourse to the guarantor pursuant to standard carve-outs, however, the guaranty (which also includes environmental indemnity provisions) provides that the guarantor’s liability may not exceed $37.0 million in the aggregate (20.0% of loan amount), plus all reasonable out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees) incurred by the lender in the enforcement of the guaranty or the preservation of the lender’s rights thereunder.

The Property. The Williamsburg Premium Outlets Property consists of a 522,133 sq. ft. open-air outlet center situated on a 57.1 acre site located approximately 45 miles southeast of Richmond, Virginia and 4 miles north of William and Mary University. The Williamsburg Premium Outlets Property was developed in phases starting in 1987 and renovated in 2005. In 2010, the property was acquired by its current sponsor, Simon Property Group, L.P., for approximately $211.9 million ($406 PSF) on an allocated cost basis, as a part of its acquisition of Prime Outlets. Over the course of the ownership, the sponsor invested approximately $38.6 million ($74 PSF) in the property, mainly for tenant improvements and leasing commissions.

A-3-23

5715-62A Richmond Road Williamsburg, VA 23188 Collateral Asset Summary – Loan No. 3 Williamsburg Premium Outlets Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $50,000,000 54.8% 2.52x 11.4%

As of December 10, 2015, the Williamsburg Premium Outlets Property was 95.2% leased to a broad mix of approximately 126 national and international brand-name retailers including Nike Factory Store, Polo Ralph Lauren, Coach, Banana Republic Factory, Ann Taylor Factory Store, Nautica Factory Store, J. Crew Factory Store and Michael Kors. The center also includes a 29,000 sq. ft. Food Lion grocer and a Rite Aid pharmacy, which create an additional draw to the center. The Williamsburg Premium Outlets Property features approximately 2,961 surface parking spaces, which equates to a ratio of 5.67 spaces per 1,000 sq. ft.

For the trailing twelve month period ended July 2015, tenants at the Williamsburg Premium Outlets Property report sales and occupancy cost of approximately $500 PSF and 10.2%, respectively, with sales and occupancy cost for In-line tenants with less than 10,000 sq. ft. reported to be $485 PSF and 11.2%.

The below table presents historical sales at the Williamsburg Premium Outlets Property.

Historical Sales PSF(1)
	2011	2012	2013	2014	Trailing 12 Month(2)
Anchor / Grocery
Food Lion	$381	$376	$357	$361	$367
Major Tenants (>10,000 sq. ft.)
Nike Factory Store	$619	$711	$771	$841	$855
Polo Ralph Lauren	$867	$902	$847	$760	$758
Coach	NAP	NAP	$909	$923	$756
Major Tenants Subtotal / Wtd. Avg.	$736	$802	$835	$835	$794
In-line Tenants (<10,000 sq. ft.)	$449	$459	$471	$481	$485
Restaurants	$486	$526	$356	$334	$317
Total/Wtd. Avg.	$464	$476	$492	$500	$500

(1) Sales figures were provided by the borrower and represent the most recent trailing 12 months for tenants reporting sales.

(2) The trailing 12 months represent sales through July 2015.

Environmental Matters. The Phase I environmental report dated December 11, 2015 recommended no further action at the Williamsburg Premium Outlets Property.

The Market. The Williamsburg Premium Outlets Property is located within the Hampton Roads market (Virginia Beach-Norfolk-Newport News VA-NC MSA), along the west side of Route 60 (Richmond Road) and just south of the interchange with Route 199 (Humelsine Parkway) in Williamsburg. The outdoor shopping destination serves the nearby areas of Williamsburg, Virginia Beach, Norfolk and Richmond. There are also several attractions within a 15 mile radius that provide additional draws to the area, including Great Wolf Lodge, a water park resort, College of William and Mary, which has approximately 8,500 students, and Colonial Williamsburg, a living-history museum, as well as Busch Gardens Theme Park and Water Country USA water park.

The Williamsburg Premium Outlets Property is the only premium outlet center within a 70 mile radius. The primary trade area of the Williamsburg Premium Outlets Property is an approximately one to 15 mile radius. Within a 15-mile radius of the Williamsburg Premium Outlets Property, the 2015 average household income is $91,415 with a population of 157,271. The population is projected to increase 1.4% annually from 2015 to 2020 according to the appraisal.

According to the appraisal, as of Q3 2015, the Hampton Roads retail market had approximately 102.3 million sq. ft. of retail space with a vacancy rate of approximately 6.1%. In addition, the Williamsburg Premium Outlets Property is located in the Williamsburg retail submarket and the area is also influenced by trends in the nearby Lightfoot Retail submarket. The Williamsburg and Lightfoot Retail submarkets had a Q3 2015 retail supply of approximately 5.5 million sq. ft. and 2.5 million sq. ft., respectively, with an average vacancy rate of 6.8% and 4.6%, respectively. For the Williamsburg submarket, the current average asking rent is $17.66 PSF, which is higher than the Hampton Roads market. For the Lightfoot submarket, the current average asking rent is $11.67 PSF, which is lower than the Hampton Roads market.

A-3-24

5715-62A Richmond Road Williamsburg, VA 23188 Collateral Asset Summary – Loan No. 3 Williamsburg Premium Outlets Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $50,000,000 54.8% 2.52x 11.4%

The table below summarizes the Williamsburg Premium Outlets Property’s competitive set.

Competitive Set(1)
Name (Competition Type)	Williamsburg Premium Outlets Property (Subject)	New Town Shops on Main (Primary)	Patrick Henry Mall (Secondary)	City Center at Oyster Point (Secondary)	Peninsula Town Center (Secondary)
Distance from Subject	NAP	2.0 miles south	25.0 miles southeast	28.0 miles southeast	33.0 miles southeast
Property Type	Outlet Center	Lifestyle Center	Regional Center	Lifestyle Center	Regional Center
Year Built / Renovated	1987 / 2005	2001	1987 / 2005	2004	1977
Occupancy	95.2%(2)	100.0%	90.0%	95.0%	75.0%
Size (Sq. Ft.)	522,133(2)	253,000	715,000	215,000	865,000
Anchors / Major Tenants	Food Lion, Nike Factory Store, Polo Ralph Lauren, Coach(2)	Regal Cinemas, Barnes & Noble	Dick’s Sporting Goods, Dillard’s, JC Penney, Macy’s	Paragon City Center 12	JC Penney, Macy’s, Target

(1) Source: Appraisal.

(2) Based on the December 10, 2015 rent roll.

Cash Flow Analysis.

Cash Flow Analysis
	2012	2013	2014	T-12 7/31/2015	U/W	U/W PSF
Base Rent(1)	$17,682,876	$18,632,394	$18,910,964	$18,796,944	$19,719,545	$37.77
Value of Vacant Space	0	0	0	0	1,008,526	1.93
Gross Potential Rent	$17,682,876	$18,632,394	$18,910,964	$18,796,944	$20,728,072	$39.70
Total Recoveries	4,841,371	5,264,085	6,448,250	6,710,132	6,759,030	12.95
Total Other Income	891,146	912,843	1,233,984	1,275,677	1,039,556	1.99
Less: Vacancy & Credit Loss	69,873(2)	(7,076)	(32,796)	(26,476)	(1,524,664)(3)	(2.92)
Effective Gross Income	$23,485,266	$24,802,246	$26,560,402	$26,756,277	$27,001,994	$51.72
Total Operating Expenses	5,060,510	5,159,412	5,848,491	5,595,402	5,877,418	11.26
Net Operating Income	$18,424,756	$19,642,834	$20,711,911	$21,160,875	$21,124,575	$40.46
TI/LC	0	0	0	0	991,557	1.90
Capital Expenditures	0	0	0	0	156,640	0.30
Net Cash Flow	$18,424,756	$19,642,834	$20,711,911	$21,160,875	$19,976,379	$38.26

(1) U/W Base Rent includes $457,175 in contractual step rent through December 31, 2016.

(2) The 2012 Credit Loss number includes an $81,797 bad debt recovery relating to a write-off that occurred prior to Simon acquisition of the property in 2010. The recovery is netted against the bad debt expenses for a net recovery of $69,873 in 2012.

(3) The U/W Vacancy (exclusive of Credit Loss) represents 6.8% of gross potential rent plus total other income and is based on the submarket vacancy rate as of Q3 2015 of 6.8%. Credit Loss accounts for 0.2% of gross potential rent plus total other income and is based on the expected bad debt.

Property Management. The Williamsburg Premium Outlets Property is managed by Simon Management Associates, LLC, a borrower affiliate.

Lockbox / Cash Management. The Williamsburg Premium Outlets Loan is structured with a hard lockbox and springing cash management. The borrower was required to send tenant direction letters to all tenants instructing them to deposit all rents and other payments into the lockbox account controlled by the lender. Provided no Lockbox Event (as defined herein) exists, all funds in the lockbox account are swept weekly (or more frequently if required by borrower) to the borrower’s operating account. Upon the occurrence and during the continuance of a Lockbox Event, amounts on deposit in the lockbox account are required to be swept to a cash management account established and maintained by the lender, and applied to payment of all required payments and reserves as set forth in the Williamsburg Premium Outlets Loan documents.

A “Lockbox Event” will commence upon the occurrence of (i) an event of default or the bankruptcy of the property manager (ii) the DSCR based on a trailing four quarter basis falling below 1.10x for two consecutive calendar quarters and will end upon (a) with respect to clause (i), such event of default is cured and (b) with respect to clause (ii), the DSCR on a trailing four quarter basis is at least 1.10x for two consecutive quarters.

Initial Reserves. None.

Ongoing Reserves. During the continuance of a DSCR Reserve Trigger Event (as defined herein) or an event of default, the borrower is required to deposit monthly reserves on each payment date in an amount equal to (i) 1/12 of the estimated annual real

A-3-25

5715-62A Richmond Road Williamsburg, VA 23188 Collateral Asset Summary – Loan No. 3 Williamsburg Premium Outlets Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $50,000,000 54.8% 2.52x 11.4%

estate taxes into a tax reserve account provided that there is a failure to pay taxes before they are due or the failure to provide evidence that taxes have been paid, (ii) $13,053 into a replacement reserve account, subject to a cap of $313,280 and (iii) $82,630 into a TI/LC reserve account, subject to a cap of $1,983,114. In addition, during an event of default, or if borrower has not provided satisfactory evidence that a reasonably acceptable blanket policy is in place, borrower will be required to deposit 1/12 of the estimated annual insurance premiums into an insurance reserve account.

A “DSCR Reserve Trigger Event” will commence upon the occurrence of the DSCR based on a trailing four quarter basis falling below 1.20x for two consecutive quarters and will end upon the DSCR being at least 1.20x for two consecutive quarters, provided no event of default has occurred and is continuing.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

A-3-26

5715-62A Richmond Road Williamsburg, VA 23188 Collateral Asset Summary – Loan No. 3 Williamsburg Premium Outlets Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $50,000,000 54.8% 2.52x 11.4%

A-3-27

5715-62A Richmond Road Williamsburg, VA 23188 Collateral Asset Summary – Loan No. 3 Williamsburg Premium Outlets Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $50,000,000 54.8% 2.52x 11.4%

A-3-28

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A-3-29

401 Ward Parkway Kansas City, MO 64112 Collateral Asset Summary – Loan No. 4  Intercontinental Kansas City Hotel Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $45,000,000 65.1% 1.70x 12.0%

 

A-3-30

401 Ward Parkway Kansas City, MO 64112 Collateral Asset Summary – Loan No. 4  Intercontinental Kansas City Hotel Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $45,000,000 65.1% 1.70x 12.0%

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Acquisition
Sponsor:	TH Investment Holdings II, LLC
Borrower:	TPG KC MO I, LLC
Original Balance(1):	$45,000,000
Cut-off Date Balance(1):	$45,000,000
% by Initial UPB:	5.6%
Interest Rate:	4.7100%
Payment Date:	6th of each month
First Payment Date:	March 6, 2016
Maturity Date:	February 6, 2026
Amortization:	Interest only for first 24 months; 360 months thereafter
Additional Debt(1):	$30,140,000 Pari Passu Debt
Call Protection(2):	L(25), D(90), O(5)
Lockbox / Cash Management:	Hard / Springing

Reserves(3)
	Initial	Monthly
Taxes:	$145,115	$72,557
Insurance:	$0	Springing
FF&E:	$0	At least 4% of prior month’s gross rent
PIP:	$15,898,677	Springing

Financial Information(4)
Cut-off Date Balance / Room:	$205,301
Balloon Balance / Room:	$176,296
Cut-off Date LTV(5):	65.1%
Balloon LTV(5):	56.6%
Underwritten NOI DSCR(6):	1.93x
Underwritten NCF DSCR(6):	1.70x
Underwritten NOI Debt Yield:	12.0%
Underwritten NCF Debt Yield:	10.6%
Underwritten NOI Debt Yield at Balloon:	14.0%
Underwritten NCF Debt Yield at Balloon:	12.3%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Full Service Hospitality
Collateral:	Fee Simple
Location:	Kansas City, MO
Year Built / Renovated:	1972 / 2006, 2009, 2011
Total Rooms:	366
Property Management:	TPG KC Hotel Manager, LLC
Underwritten NOI:	$9,045,392
Underwritten NCF:	$7,945,765
“As-is” Appraised Value:	$91,000,000
“As-is” Appraisal Date:	December 3, 2015
“As Complete” Appraised Value(7):	$110,000,000
“As Complete” Appraisal Date(7):	January 1, 2017
“As Stabilized” Appraised Value(7):	$114,000,000
“As Stabilized” Appraisal Date(7):	January 1, 2018
Historical NOI
Most Recent NOI:	$9,033,891   (T-12 October 31, 2015)
2014 NOI:	$8,466,522 (December 31, 2014)
2013 NOI:	$8,096,470 (December 31, 2013)
2012 NOI:	$8,482,011 (December 31, 2012)
Historical Occupancy
Most Recent Occupancy:	68.1% (October 31, 2015)
2014 Occupancy:	67.9% (December 31, 2014)
2013 Occupancy:	65.4% (December 31, 2013)
2012 Occupancy:	68.2% (December 31, 2012)

(1) The Intercontinental Kansas City Hotel Whole Loan is evidenced by two pari passu notes in the aggregate original principal balance of $75.14 million. The controlling Note A-1, with an original principal balance of $45.0 million, will be included in the COMM 2016-DC2 mortgage trust. The non-controlling Note A-2 with an original principal balance of $30.14 million will not be included in the trust and is expected to be held by GACC or an affiliate and contributed to a future securitization. For additional information on the pari passu companion loan, see “The Loan” herein.

(2) The lockout period will be at least 25 payment dates beginning with and including the first payment date of March 6, 2016. Defeasance of the full $75.14 million Intercontinental Kansas City Hotel Whole Loan is permitted after the date that is the earlier to occur of (i) two years after the closing date of the securitization that includes the last pari passu note to be securitized and (ii) January 11, 2019. The assumed lockout period of 25 payments is based on the expected COMM 2016-DC2 securitization closing date in March 2016. The actual lockout period may be longer.

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

(4) DSCR, LTV, Debt Yield and Balance / Room calculations are based on the aggregate Intercontinental Kansas City Hotel Whole Loan.

(5) Cut-off Date LTV is based on the “As-is” Appraised Value and is calculated net of the approximately $15.9 million PIP upfront reserve. Based on the full $75.14 million loan amount, Cut-off Date LTV is 82.6%. Balloon LTV is calculated based on the “As Stabilized” Appraised Value.

(6) Based on amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 2.52x and 2.21x, respectively.

(7) The “As Complete” Appraised Value assumes the completion of the PIP renovation to the Intercontinental Kansas City Hotel Property in 2016. Based on the “As Complete” Value, the Intercontinental Kansas City Hotel Property has an “As Complete” LTV of 68.3%. The “As Stabilized” Appraised Value assumes that the Intercontinental Kansas City Hotel Property achieves occupancy, ADR and RevPAR of 75.0%, $197.76 and $147.81, respectively, by January 1, 2018. Based on the “As Stabilized” Value, the Intercontinental Kansas City Hotel Property has an “As Stabilized” LTV of 65.9%.

A-3-31

401 Ward Parkway Kansas City, MO 64112 Collateral Asset Summary – Loan No. 4  Intercontinental Kansas City Hotel Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $45,000,000 65.1% 1.70x 12.0%

Historical Occupancy, ADR, RevPAR(1)(2)
	Intercontinental Kansas City Hotel Property			Competitive Set			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2013	65.4%	$177.73	$116.23	74.6%	$143.80	$107.23	87.7%	123.6%	108.4%
2014	67.9%	$178.73	$121.42	64.0%	$136.58	$87.43	106.1%	130.9%	138.9%
T-12 Oct 2015	68.1%	$182.60	$124.28	76.9%	$153.01	$117.59	88.6%	119.3%	105.7%

(1) Source: Hospitality research report.

(2) Occupancy, ADR and RevPAR represent estimates from the hospitality research report. The minor variances between the underwriting, the appraisal and the above table with respect to Occupancy, ADR and RevPAR at the Intercontinental Kansas City Hotel Property are attributable to variances in reporting methodologies and/or timing differences.

The Loan.    The Intercontinental Kansas City Hotel loan (the “Intercontinental Kansas City Hotel Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a 366-room full service hotel located at 401 Ward Parkway in Kansas City, Missouri (the “Intercontinental Kansas City Hotel Property”), with an original and cut-off date principal balance of $45.0 million. The Intercontinental Kansas City Hotel Loan is evidenced by the controlling Note A-1 with an original principal balance of $45.0 million, which will be included in the COMM 2016-DC2 mortgage trust. The pari passu non-controlling Note A-2 with an original principal balance of $30.14 million (and, together with the Intercontinental Kansas City Hotel Loan, the “The Intercontinental Kansas City Hotel Whole Loan”), will not be included in the trust and is expected to be held by GACC or an affiliate and contributed to a future securitization.

The relationship between the holders of the Intercontinental Kansas City Hotel Whole Loan will be governed by a co-lender agreement as described under “Description of the Mortgage Pool – The Whole Loans – Intercontinental Kansas City Whole Loan” in the Prospectus.

Whole Loan Summary
	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
Note A-1	$45,000,000	$45,000,000	COMM 2016-DC2	Yes
Note A-2	$30,140,000	$30,140,000	GACC	No
Total	$75,140,000	$75,140,000

The Intercontinental Kansas City Hotel Whole Loan has a 10-year term and, after an initial 24-month interest only period, amortizes on a 30-year schedule. The Intercontinental Kansas City Hotel Whole Loan accrues interest at a fixed rate equal to 4.7100%. Loan proceeds, along with approximately $32.0 million in sponsor equity, were used to purchase the property for approximately $90.5 million, fund reserves and pay closing costs of approximately $0.5 million. Based on the “As-is” appraised value of $91.0 million as of December 3, 2015, the cut-off date LTV (calculated net of the approximately $15.9 million PIP upfront reserve) is 65.1%. Based on the “As Complete” appraised value of $110.0 million, the cut-off date LTV is 68.3%. Based on the “As Stabilized” appraised value of $114.0 million, the cut-off date LTV is 65.9%. The most recent prior financing of the Intercontinental Kansas City Hotel Property was included in the WBCMT 2006-C23 securitization.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$75,140,000	70.2%	Purchase Price(1)	$90,520,000	84.5%
Sponsor Equity	$31,969,240	29.8%	PIP	$15,898,677	14.8%
			Reserves	$145,115	0.1%
			Closing Costs	$545,448	0.5%
Total Sources	$107,109,240	100.0%	Total Uses	$107,109,240	100.0%

(1) The purchase price is calculated net a $980,000 reserve credit that the sponsor received at loan origination. Additionally, the purchase price includes a $1.25 million key money obligation that the sponsor assumed from the prior sponsor (the “Key Money Loan”). Interest payments on the Key Money Loan are waived and it amortizes to zero due to deemed principal repayments as long as the franchise agreement isn’t terminated or in default.

The Borrower / Sponsor.    The borrower, TPG KC MO I, LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure. The sponsor of the borrower and nonrecourse carve-out guarantor is TH Investment Holdings II, LLC. TH Investment Holdings II, LLC is an entity created and controlled by members of The Procaccianti Group.

The Procaccianti Group, founded in 1964, is a second generation, privately-held real estate investment and management company with a national platform that spans all sectors of real estate. Over five decades, The Procaccianti Group has owned or managed hundreds of real estate assets in 28 states surpassing 50 million sq. ft. with a value of over $5.0 billion. The Procaccianti Group has a 25 year history in hospitality management, having managed over 100 hotels and over 20,000 rooms.

A-3-32

401 Ward Parkway Kansas City, MO 64112 Collateral Asset Summary – Loan No. 4  Intercontinental Kansas City Hotel Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $45,000,000 65.1% 1.70x 12.0%

The Property. The Intercontinental Kansas City Hotel Property is a 366-room full service hotel located in Kansas City, Missouri. The Intercontinental Kansas City Hotel Property, built in 1972 and renovated most recently in 2011, consists of a ten-story main tower and a six-story wing tower. The hotel is located in the Country Club Plaza District of Kansas City and is situated directly across Ward Parkway from the main Country Club Plaza area. There is an adjacent parking garage with 514 parking spaces at the property which equates to 1.40 spaces per room.

The hotel was originally opened in 1972 as the Alameda Plaza, an independent luxury hotel and subsequently rebranded as the Ritz Carlton Kansas City in 1989. Approximately ten years later, the hotel was rebranded again into the Kansas City Fairmont Hotel. In 2006, the Intercontinental Kansas City Hotel Property was purchased by the current seller, extensively renovated and rebranded under the Intercontinental Hotel flag. The current franchise agreement, which grants a continuing right of first offer to the franchisor with respect to the sale or other transfer of all right, title and interest in the property to a bona fide third party, expires on December 9, 2025.

Amenities at the Intercontinental Kansas City Hotel Property include 29,000 sq. ft. of meeting and event space, a rooftop ballroom, an outdoor pool area, a full service bar/restaurant called The Oak Room, on-site florist, fitness center and 24-hour complimentary business center. The Intercontinental Kansas City Hotel Property’s 29,000 sq. ft. of meeting and event space features 18 distinct meeting rooms including an approximately 5,000 sq. ft. ground floor ballroom and approximately 6,600 sq. ft. of rooftop ballroom and pre-function/bar space located on the top floor of the hotel. Guestrooms are furnished with a king-sized bed (273 rooms), or two queen-sized beds (73 rooms) along with nightstands, overhead lighting, a desk with work chair and a flat screen TV. There are also 20 suites that include a small sitting area with a fold-out couch and armchair. Rooms offer high-speed wireless internet access, a mini refrigerator, coffee maker and small safe. Additionally, nearly all rooms have private balconies facing the main Country Club Plaza.

The sponsor has planned an approximately $15.9 million ($43,439 per room) renovation that is scheduled to commence within the first 12 months following the acquisition of the Intercontinental Kansas City Hotel Property. The renovation budget includes approximately $9.8 million ($26,769 per room) of PIP work required under the franchise agreement as well as approximately $6.1 million ($16,670 per room) of additional discretionary renovations. The renovation will address all areas of the hotel while also leasing The Oak Room restaurant and poolside area to a third party operator. A breakout of the planned capital expenditures can be found in the table below.

Capital Expenditures
Description	Amount	Per Room
Guestroom/Bathrooms	$6,407,820	$17,508
Scope Modifications	3,552,059	9,705
Soft Costs/General Contingency/Other	2,595,848	7,092
Exterior/Parking	1,049,377	2,867
General/Accessibility/Fire Safety	1,046,517	2,859
Back of the House/Circulation Areas	700,114	1,913
Restaurant/Bar/Ballroom	347,210	949
Meeting Space/Business Center/Recreational Areas	199,722	546
Total	$15,898,677	$43,439

Environmental Matters.    The Phase I environmental report dated December 9, 2015 recommended no further action at the Intercontinental Kansas City Hotel Property.

The Market. The Intercontinental Kansas City Hotel Property is located in the Country Club Plaza neighborhood of the Kansas City metropolitan area. Country Club Plaza is an upscale shopping, eating, commercial and residential neighborhood in Kansas City, located about four miles from downtown Kansas City. The Kansas City metropolitan statistical area (the “Kansas City MSA”) had a 2014 population of approximately 2.0 million people and an unemployment rate of 5.2%, compared to 5.6% for the state of Missouri and 5.3% for the United States over the same time period. Top employment sectors include retail trade, professional and tech services, health care and social assistance, and state and local government.

Kansas City is home to over 115 million sq. ft. of office space and houses companies such as Great Plains Energy, H&R block, Sprint Corporation, AT&T, Husch and Blackwell and Bank of the Midwest, among others. Further, the Country Club Plaza submarket is home to approximately 5.1 million sq. ft. of office space. Kansas City is home to three professional sports franchises including the Kansas City Royals, the Kansas City Chiefs and Sporting KC. Other demand generators include the Kansas City Convention Center, the Sprint Center, the Kauffman Center for the Performing Arts and Kansas City Union Station.

A-3-33

401 Ward Parkway Kansas City, MO 64112 Collateral Asset Summary – Loan No. 4  Intercontinental Kansas City Hotel Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $45,000,000 65.1% 1.70x 12.0%

The primary competitive set for the Intercontinental Kansas City Hotel Property consists of five hotels, which range in size from 123 to 295 rooms and contain an aggregate of 1,067 rooms as illustrated in the table below. The appraisal determined that there are approximately 521 new rooms expected to come online in the Kansas City MSA by year end 2016. According to the appraisal, all of the new supply is limited service hotels that are not expected to compete with the Intercontinental Kansas City Hotel Property. One additional proposed development to note is a planned 800 room Hyatt Regency Hotel that has been in discussion since the early 1990’s. The project has not yet broken ground and there is no announced timeline for its development.

Primary Competitive Set(1)
Property	Rooms	Year Opened	YE 2015 Occupancy(2)	YE 2015 ADR(2)	YE 2015 RevPAR(2)
Intercontinental Kansas City Hotel Property	366	1972	68%	$182	$123
Autograph Collection The Raphael Hotel	126	1973	84%	193	163
Embassy Suites Kansas City Plaza	266	1977	80%	147	118
Marriott Kansas City Country Club Plaza	295	1987	76%	142	108
Sheraton Suites Country Club Plaza	257	1991	73%	139	101
Courtyard Kansas City Country Club Plaza	123	2006	74%	158	117
Total / Wtd. Avg.(3)	1,067		77%	$150	$116

(1) Source: Appraisal.

(2) YE 2015 Occupancy, YE 2015 ADR and YE 2015 RevPAR represent estimates from the appraisal. The minor variances between the underwriting, the hospitality research report and the above table with respect to Occupancy, ADR and RevPAR at the Intercontinental Kansas City Hotel Property are attributable to variances in reporting methodologies and/or timing differences.

(3) Total / Wtd. Avg. does not include the Intercontinental Kansas City Hotel Property.

The appraisal determined demand segmentation of 45% meeting and group, 30% commercial and 25% leisure for the Intercontinental Kansas City Hotel Property. The market demand mix is presented in the table below:

Demand Segmentation(1)
Property	Rooms	Commercial	Meeting and Group	Leisure
Intercontinental Kansas City Hotel Property	366	30%	45%	25%
Autograph Collection The Raphael Hotel	126	55%	35%	10%
Embassy Suites Kansas City Plaza	266	40%	30%	30%
Marriott Kansas City Country Club Plaza	295	35%	30%	35%
Sheraton Suites Country Club Plaza	257	35%	35%	30%
Courtyard Kansas City Country Club Plaza	123	50%	30%	20%
Total / Wtd. Avg.(2)	1,067	40%	32%	28%

(1) Source: Appraisal.

(2) Total / Wtd. Avg. does not include the Intercontinental Kansas City Hotel Property.

A-3-34

401 Ward Parkway Kansas City, MO 64112 Collateral Asset Summary – Loan No. 4  Intercontinental Kansas City Hotel Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $45,000,000 65.1% 1.70x 12.0%

Cash Flow Analysis.

Cash Flow Analysis
	2013	2014	T-12 10/31/2015	U/W	U/W per Room
Occupancy	65.4%	67.9%	68.1%	68.1%
ADR	$177.73	$178.79	$182.62	$182.62
RevPAR	$116.23	$121.46	$124.29	$124.29
Room Revenue	$15,527,186	$16,225,512	$16,604,044	$16,604,044	$45,366
F&B Revenue	9,447,417	9,319,802	9,890,569	9,890,569	27,023
Other Revenue	1,145,649	962,971	996,064	996,064	2,721
Total Revenue	$26,120,252	$26,508,285	$27,490,677	$27,490,677	$75,111
Operating Expenses	9,242,124	8,932,380	9,176,447	9,176,447	25,072
Undistributed Expenses	6,868,013	7,163,655	7,307,179	7,307,179	19,965
Gross Operating Profit	$10,010,115	$10,412,250	$11,007,051	$11,007,051	$30,074
Management Fee(1)	776,308	797,456	836,221	824,720	2,253
Total Fixed Charges	1,137,337	1,148,272	1,136,939	1,136,939	3,106
Net Operating Income	$8,096,470	$8,466,522	$9,033,891	$9,045,392	$24,714
FF&E(2)	1,044,810	1,060,331	1,099,627	1,099,627	3,004
Net Cash Flow	$7,051,660	$7,406,191	$7,934,264	$7,945,765	$21,710

(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 Intercontinental Kansas City Hotel Property is managed by TPG KC Hotel Manager, LLC, an affiliate of the borrower.

Lockbox / Cash Management.    The Intercontinental Kansas City Hotel Loan is structured with a hard lockbox and springing cash management. All rents and other payments are required to be deposited directly into a clearing account controlled by the lender. Unless a Trigger Period (as defined herein) is ongoing, all amounts on deposit in the clearing account are required to be swept daily into the borrower’s operating account. During a Trigger Period, all amounts on deposit in the clearing account are required to be swept daily into an account controlled by the lender and applied to pay all monthly amounts due under the loan documents.

A “Trigger Period” will commence (i) upon an event of default, (ii) during a Low Debt Service Period (as defined herein), (iii) a PIP (other than the current PIP as described above) is required by the franchisor or (iv) 12 months prior to expiration of the term of the franchise agreement or if the franchise agreement has terminated, and will end if, as applicable, (i) the event of default has been cured, (ii) the Low Debt Service Period has ended by its terms, (iii) the PIP Deposit Amount (as defined below) has been deposited or (iv) (a) borrower delivers an amended or replacement franchise agreement expiring no earlier than April 1, 2033 and satisfying the requirements of the loan documents, including either rating agency confirmation or the franchisor is Hilton Hotels & Resorts, Marriott International, Starwood Hotels & Resorts, Hyatt Hotels & Resorts, InterContinental Hotels Group or Fairmont Hotels & Resorts and (b) the PIP Deposit Amount is on deposit.

A “Low Debt Service Period” will occur if the debt service coverage ratio is less than 1.20x on the last day of any calendar quarter and will end if the debt service coverage ratio is at least 1.25x for two consecutive quarters. In order to avoid the commencement of, or otherwise terminate, a Low Debt Service Period, the borrower may, no more than four times during the term of the loan, deposit with the lender cash (such amount, the “Low Debt Service Cure Deposit”) that, if applied to reduce the then outstanding principal balance of the loan would be sufficient to increase the debt service coverage ratio to an amount equal to or greater than 1.25x. In lieu of making the Low Debt Service Cure Deposit in cash, the borrower may deliver a letter of credit with a face amount equal to the Low Debt Service Cure Deposit.

Initial Reserves. At closing, the borrower deposited (i) $145,115 into a tax reserve account and (ii) $15,898,677 into a PIP reserve account for planned capital expenditures at the Intercontinental Kansas City Hotel Property.

A-3-35

401 Ward Parkway Kansas City, MO 64112 Collateral Asset Summary – Loan No. 4  Intercontinental Kansas City Hotel Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $45,000,000 65.1% 1.70x 12.0%

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 $72,557, into a tax reserve account, (ii) 1/12 of the annual insurance premiums into an insurance reserve account if an acceptable blanket insurance policy is no longer in place and (iii) the greater of (a) 4.0% of the property’s prior month’s rent, (b) the then-current amount required under the management agreement and (c) the then-current amount required under the franchise agreement for FF&E work. Additionally, the borrower will be required to deposit into the PIP reserve account (i) (a) 125% of the estimated costs for any PIP (the “PIP Deposit Amount”) if the franchisor requires the borrower to implement a PIP (other than the current PIP) at the Intercontinental Kansas City Hotel Property and (b) all available cash if the borrower does not deposit with lender the PIP Deposit Amount within five business days of such PIP being required, until an amount equal to the PIP Deposit Amount is then on deposit in the PIP reserve account, (ii) all available cash, if, as of any monthly payment date, the franchise agreement has less than twelve calendar months of term remaining or has terminated, until an amended or replacement franchise agreement is entered into as described above under “Trigger Period” and (iii) any amounts associated with the borrower entering into certain leases that are not otherwise contemplated in the budget.

Current Mezzanine or Subordinate Indebtedness.    None.

Future Mezzanine or Subordinate Indebtedness Permitted.    None.

A-3-36

401 Ward Parkway Kansas City, MO 64112 Collateral Asset Summary – Loan No. 4  Intercontinental Kansas City Hotel Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $45,000,000 65.1% 1.70x 12.0%

 

A-3-37

131 Albright Way  Los Gatos, CA 95032  Collateral Asset Summary – Loan No. 5  Netflix HQ 1 Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $42,190,000  49.1%  1.65x  10.3% 

 

A-3-38

131 Albright Way  Los Gatos, CA 95032  Collateral Asset Summary – Loan No. 5  Netflix HQ 1 Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $42,190,000  49.1%  1.65x  10.3% 

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Acquisition
Sponsor:	Wealth Management Capital Holding GMBH
Borrower:	Wealthcap Los Gatos 131 Albright Way, L.P.
Original Balance:	$42,190,000
Cut-off Date Balance:	$42,190,000
% by Initial UPB:	5.2%
Interest Rate:	4.2850%
Payment Date:	6th of each month
First Payment Date:	November 6, 2015
Maturity Date:	October 6, 2025
Amortization:	Interest only for first 60 months; 360 months thereafter
Additional Debt:	None
Call Protection:	L(29), D(84), O(7)
Lockbox / Cash Management:	Hard / Springing

Reserves(1)
	Initial	Monthly
Taxes:	$504,402	Springing
Insurance:	$161,710	Springing
Replacement:	$0	Springing
TI/LC:	$5,676,000	Springing
Free Rent:	$2,028,224	NAP
Lease Sweep:	$0	Springing

Financial Information
Cut-off Date Balance / Sq. Ft.:	$372
Balloon Balance / Sq. Ft.:	$339
Cut-off Date LTV(2):	49.1%
Balloon LTV(2):	44.7%
Underwritten NOI DSCR(3):	1.75x
Underwritten NCF DSCR(3):	1.65x
Underwritten NOI Debt Yield:	10.3%
Underwritten NCF Debt Yield:	9.8%
Underwritten NOI Debt Yield at Balloon:	11.3%
Underwritten NCF Debt Yield at Balloon:	10.7%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Suburban Office
Collateral:	Fee Simple
Location:	Los Gatos, CA
Year Built / Renovated:	2015 / NAP
Total Sq. Ft.:	113,520
Property Management:	Jones Lang LaSalle Americas, Inc.
Underwritten NOI:	$4,364,619
Underwritten NCF:	$4,114,742
Appraised Value(2):	$86,000,000
Appraisal Date:	August 25, 2015
Historical NOI(4)
Most Recent NOI:	NAV
2014 NOI:	NAP
2013 NOI:	NAP
2012 NOI:	NAP
Historical Occupancy(4)
Most Recent Occupancy:	100.0% (March 6, 2016)
2014 Occupancy:	NAP
2013 Occupancy:	NAP
2011 Occupancy:	NAP

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

(2) Represents the “As-is” Appraised Value. The appraisal concluded a “Go Dark” Appraised Value of $79,040,000, which results in a Cut-off Date LTV of 53.4%.

(3) Based on amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 2.38x and 2.24x, respectively.

(4) The Netflix HQ 1 Property is a newly constructed property purchased by the sponsor in 2015. As such, Historical NOI and Historical Occupancy are not available.

A-3-39

131 Albright Way  Los Gatos, CA 95032  Collateral Asset Summary – Loan No. 5  Netflix HQ 1 Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $42,190,000  49.1%  1.65x  10.3% 

Tenant Summary
Tenant	Ratings  (Fitch/Moody’s/S&P)(1)	Net Rentable  Area (Sq. Ft.)	% of Net  Rentable Area	U/W Base  Rent PSF	% of Total  U/W Base Rent	Lease  Expiration
Netflix	NR/B1/B+	113,520	100.0%	$40.20	100.0%	11/30/2025(2)
Total Occupied Collateral		113,520	100.0%	$40.20	100.0%
Vacant		0	0.0%
Total		113,520	100.0%

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

(2) Netflix has two, five-year extension options and no termination options.

Lease Rollover Schedule
Year	# of  Leases  Expiring	Total  Expiring  Sq. Ft.	% of Total Sq.  Ft. Expiring	Cumulative  Sq. Ft.  Expiring	Cumulative %   of  Sq. Ft. Expiring	Annual U/W Base Rent  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%
2016	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2017	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2018	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2019	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2020	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2021	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2022	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2023	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2024	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2025	1	113,520	100.0%	113,520	100.0%	$40.20	100.0%	100.0%
2026	0	0	0.0%	113,520	100.0%	$0.00	0.0%	100.0%
Thereafter	0	0	0.0%	113,520	100.0%	$0.00	0.0%	100.0%
Vacant	NAP	0	0.0%	113,520	100.0%	NAP	NAP
Total / Wtd. Avg.	1	113,520	100.0%			$40.20	100.0%

The Loan.    The Netflix HQ 1 loan (the “Netflix HQ 1 Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a 113,520 sq. ft., Class A suburban office property located at 131 Albright Way in Los Gatos, California (the “Netflix HQ 1 Property”) , with an original and cut-off date principal balance of approximately $42.2 million. The Netflix HQ 1 Loan has a 10-year term and amortizes on a 30-year schedule following an initial 60-month interest only period. The Netflix HQ 1 Loan accrues interest at a fixed rate of 4.2850%. Loan proceeds, along with approximately $43.6 million of sponsor equity, were used to acquire the property for approximately $76.3 million, fund upfront reserves of approximately $8.4 million and pay closing costs of approximately $1.1 million. Based on the appraised value of $86.0 million as of August, 25, 2015, the cut-off date LTV is 49.1%. In addition, the appraisal concluded a “Go Dark” value of approximately $79.0 million, which results in a cut-off date LTV of 53.4%. The most recent prior financing of the Netflix HQ 1 Property was not included in a securitization.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$42,190,000	49.2%	Purchase Price(1)	$76,289,936	88.9%
Sponsor Equity	$43,608,747	50.8%	Reserves	$8,370,336	9.8%
			Closing Costs	$1,138,475	1.3%
Total Sources	$85,798,747	100.0%	Total Uses	$85,798,747	100.0%

(1) The purchase price was calculated net of a credit the sponsor received for the approximately $5.7 million TI/LC reserve and the approximately $2.0 million Free Rent Reserve, both of which were fully reserved at loan origination.

The Borrower / Sponsor.    The borrower, Wealthcap Los Gatos 131 Albright Way, L.P., is a single purpose Delaware limited partnership structured to be bankruptcy-remote with two independent directors in its organizational structure. The sponsor of the borrower is Wealth Management Capital Holding GMBH (“WealthCap”). There is no separate non-recourse carveout guarantor or the environmental indemnitor for the Netflix HQ 1 Loan. 

A-3-40

131 Albright Way  Los Gatos, CA 95032  Collateral Asset Summary – Loan No. 5  Netflix HQ 1 Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $42,190,000  49.1%  1.65x  10.3% 

WealthCap is one of Germany’s largest close-ended fund companies with a total investment volume of €11.6 billion and more than 100 fund companies in various asset fields. WealthCap has 30 years of investment expertise and is a wholly-owned subsidiary of UniCredit Bank AG. WealthCap has over 250 employees in offices in the U.S., Germany, and Canada. WealthCap was advised in the acquisition by CBRE Global Investors, a global real estate investment management firm with approximately $88.4 billion in assets under management as of June 30, 2015. 

The equity in borrower was capitalized by WealthCap pursuant to an unsecured bridge loan, which is non-transferable by WealthCap and has been fully subordinated to the Netflix HQ 1 Loan pursuant to a subordination and standstill agreement. It is anticipated that WealthCap will syndicate or otherwise transfer the limited partnership interests in the borrower pursuant to the permitted transfer provisions of the Netflix HQ 1 Loan documents and the bridge loan capitalization will be paid as the interests are syndicated or otherwise so transferred. 

The Property. The Netflix HQ 1 Property is a newly constructed, four-story, 113,520 sq. ft. Class A office building located in Los Gatos, California. The building features a modern steel and glass design, floor to ceiling windows, large floor plates and high ceilings. The Netflix HQ 1 Property is 100.0% occupied by Netflix. 

The Netflix HQ 1 Property is situated in phase I (“Phase I”) of the greater grove campus (“Grove Campus”). The Grove Campus serves as Netflix’s corporate headquarters and contains four buildings in total. Phase I of the Grove Campus consists of the Netflix HQ 1 Property and the adjacent 147,459 sq. ft. Netflix HQ 2 building (the “Netflix HQ 2 Building”), which is connected to the Netflix HQ 1 building by an elevated walkway. Phase II of the Grove Campus, once completed, will contain 220,000 sq. ft. of proposed office space that Netflix is also expected to occupy. The sponsor purchased the two buildings that make up Phase I for a total purchase price of $193.1 million ($740 PSF) in 2015. 

The building layout consists of a central elevator core with cubicle areas, perimeter offices, meeting areas and conference rooms on the top two floors and meeting areas, conference rooms and cafeterias on the ground floor. Amenities include extensive landscaping, a basketball court, indoor theater, café/bar and an outdoor amphitheater. The property is targeting LEED silver certification and offers sustainable features such as electronic vehicle charging stations and 780 solar panels that are expected to produce approximately 350 kWh. Parking at the Netflix HQ 1 Property is provided by an adjacent three-story parking structure containing 913 parking spaces which are owned via interest in the common area association and equate to a parking ratio of approximately 3.5 spaces per 1,000 sq. ft. across both buildings that make up Phase I of the Grove Campus. The parking structure, along with the other common areas of the Grove Campus, is owned by LG Business Park Association, a California nonprofit mutual benefit corporation (the “Association”). The borrower, along with the owner of the Netflix HQ 2 Building, is a member of the Association. Once Phase II is completed, it is expected that the owners of the two office buildings on Phase II will become members of the Association and that the common areas of Phase II will be annexed to the common areas of Phase I. The common areas are for the shared and non-exclusive use of the Association members and their tenants and the common areas are governed by a declaration of covenants, restrictions and easements. Membership in the Association runs with the land and the owner of a building on the Grove Campus is automatically admitted as an Association member. The Association is obligated to maintain insurance coverage over the common areas. The common areas are not assessed for tax purposes.  

The Netflix HQ 1 Property, along with the nearby Netflix HQ 2 building, is 100.0% occupied by Netflix. Additionally, Netflix has exercised its right of first refusal to lease the two proposed office buildings adjacent to Phase I of Grove Campus (“Phase II”). 

Environmental Matters. The Phase I environmental report dated July 14, 2015 recommended no further action at the Netflix HQ 1 Property.

Major Tenants. 

Netflix (113,520 sq. ft.; 100.0% of NRA; 100.0% of U/W Base Rent; B1/B+ by Moody’s/S&P) Netflix is a global internet TV network that offers viewers a variety of commercial-free movies and TV series, with unlimited viewing on any internet connected screen at an affordable no-commitment monthly rate. Netflix has over 57 million streaming members in over 50 countries. Members can watch more than two billion hours of television shows and movies per month, including original series, documentaries and feature films. The company has three operating segments: domestic streaming, international streaming and domestic DVD. As of November 24, 2015, Netflix has a market capitalization of $52.7 billion. Netflix signed a 10-year lease at the Netflix HQ 1 Property which commenced on August 1, 2015 at $40.20 PSF with 3.0% annual increases. Netflix has two, five-year extension options and no termination options. Netflix is in a free rent period through April 2016. 

The Market. The Netflix HQ 1 Property is located in Los Gatos, California within the San Jose-Sunnyvale-Santa Clara metropolitan statistical area and is part of the larger Silicon Valley Region. Silicon Valley encompasses 1,740 sq. miles situated at the southern end of the San Francisco Bay. Silicon Valley is known for its high concentration of technology and start-up companies and has benefited from the growth in those industries over the last several years. As of the first quarter of 2015, real wages in the region were growing at 9.0% year-over-year and the unemployment rate has fallen from 6.1% at the start of 2015 to 5.5% in June 2015. In addition to the high-tech industry, healthcare and professional services are the largest sectors in terms of employment in the area. 

A-3-41

131 Albright Way  Los Gatos, CA 95032  Collateral Asset Summary – Loan No. 5  Netflix HQ 1 Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $42,190,000  49.1%  1.65x  10.3% 

The town of Los Gatos is located in the southern portion of Silicon Valley in what is known as the West Valley area. It is bordered by Saratoga to the west, Monte Sereno to the north and west and San Jose to the north and east. The neighborhood surrounding the Netflix HQ 1 Property is primarily residential, with development in the area containing a mixture of single family residences and multi-family housing as well as some office, R&D and retail developments. The area is accessible via Highway 85, which runs directly north of the Netflix HQ 1 Property and serves as a connector route throughout Silicon Valley, as well as Highway 17, located about half a mile from the Netflix HQ 1 Property, which connects Silicon Valley to the Santa Cruz area. 

The West Valley office market contained 11,800,748 sq. ft. as of August 1, 2015, had a vacancy rate of 3.3% and weighted average asking rents of $50.16 PSF for Class A office space, up from $48.24 PSF a year earlier. The local Los Gatos office market accounts for 1,594,117 sq. ft. of the greater West Valley market and has a vacancy rate of 2.4%. According to the appraisal, vacancy in the Los Gatos market is currently at its lowest point in the past 15 quarters. Weighted average asking rents for the Los Gatos Market are $42.72 PSF. Over the past six quarters, the Los Gatos office market has added nearly 660,000 sq. ft. of office space, or approximately 110,000 sq. ft. per quarter. According to the appraisal, the majority of these spaces are smaller Class A buildings tailored to professional tenants.

The appraisal identified eight comparable office and flex properties in the submarket with an average monthly base rent range of $33.00 PSF to $43.20 PSF. The appraiser concluded a current market rent of $45.00 PSF on a triple net basis. This rental rate assumes the landlord would provide a prospective tenant with a $25.00 PSF tenant improvement allowance and no free rent. Based on these conclusions, Netflix’s current rent at the property is 10.7% below market. 

The table below summarizes the comparable office leases as determined by the appraisal. 

Summary of Comparable Leases(1)
Property	Tenant	Net Rentable Area	Date Signed	Base Rent	Expense Basis	TI PSF (New/Existing)	Lease Term (months)
Netflix HQ 1 Property	Netflix	113,520(2)	8/8/2013	$40.20(2)	NNN	$50.00 (New)	124
Santa Clara Square	Ericsson	230,930	5/30/2014	$39.00	NNN	$50.00 (New)	120
Silicon Valley Center	Google	287,644	6/5/2014	$37.20	NNN	NAV	120
Mission Corporate Center	EMC2 Corporation	300,000	8/4/2014	$33.00	NNN	$50.00 (Existing)	84
Oakmead Tower	Blue Coat Systems	104,470	2/12/2015	$33.60	NNN	$65.00 (New)	120
3333 Scott	Aruba Networks	204,873	4/17/2015	$34.80	NNN	$65.00 (New)	132
3315-3355 Scott Blvd, Suite Bldg. C & D COMBO	Aruba Networks	239,994	4/17/2015	$34.80	NNN	$65.00 (New)	132
3333 Scott	Palo Alto Networks	300,000	6/29/2015	$36.24	NNN	$60.00 (New)	132
410-430 Mary	Apple, Inc.	152,880	6/30/2015	$43.20	NNN	NAV	NAV
Total / Wtd. Avg.(3):		1,820,791		$36.29

(1) Source: Appraisal.

(2) Based on the March 6, 2016 rent roll.

(3) Total / Wtd. Avg. excludes the Netflix HQ 1 Property.

Cash Flow Analysis.

Cash Flow Analysis
	U/W	U/W PSF
Base Rent	$4,563,504	$40.20
Gross Potential Rent	$4,563,504	$40.20
Total Recoveries	1,972,260	17.37
Total Other Income	162,065	1.43
Less: Vacancy (1)	(334,891)	(2.95)
Effective Gross Income	$6,362,938	$56.05
Total Operating Expenses	1,998,318	17.60
Net Operating Income	$4,364,619	$38.45
TI/LC	227,173	2.00
Capital Expenditures	22,704	0.20
Net Cash Flow	$4,114,742	$36.25

(1) Vacancy is underwritten to 5.0%, compared to 3.3% market vacancy and 0.0% in place vacancy.

A-3-42

131 Albright Way  Los Gatos, CA 95032  Collateral Asset Summary – Loan No. 5  Netflix HQ 1 Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $42,190,000  49.1%  1.65x  10.3% 

Property Management.    The Netflix HQ 1 Property is managed by Jones Lang LaSalle Americas, Inc. Jones Lang LaSalle Americas, Inc. is a Chicago based company that provides real estate management and brokerage services.

Lockbox / Cash Management.     The Netflix HQ 1 Property is structured with a hard lockbox and springing cash management. At origination, the borrower delivered tenant direction letters requiring all rents to be deposited directly by tenants into a clearing account controlled by the lender. Provided no Trigger Period (as defined below) is continuing, all amounts on deposit in the clearing account are required to be swept daily into the borrower’s operating account. During a Trigger Period, all amounts on deposit in the clearing account are required to be swept daily into a deposit account and applied and disbursed in accordance with the loan documents.

A “Trigger Period” will occur upon (i) an event of default, (ii) if Netflix no longer leases 100% of the property and the debt service coverage ratio falls below 1.40x as of the last day of any calendar quarter or (iii) the commencement of a Lease Sweep Period (as defined below). A Trigger Period will continue until such time as (a) with respect to clause (i), the event of default has been cured and (b) with respect to clause (ii), the debt service coverage ratio is at least 1.45x for two consecutive quarters.

A “Lease Sweep Period” will commence upon (i) the earlier of (a) the date that is 15 months prior to the maturity date of the Netflix lease and (b) the date that Netflix is required under its lease to give notice of its exercise of a renewal option (and such renewal is not exercised), (ii) the date that the Netflix lease is surrendered, cancelled or terminated prior to its then current expiration date or receipt by the borrower of notice from Netflix that it intends to surrender, cancel or terminate its lease, (iii) the date that Netflix discontinues its business at 50% of its space for a period of more than 90 days (unless the then lease sweep tenant is an investment grade entity), (iv) a monetary or material non-monetary default under the Netflix lease that continues beyond any applicable notice or cure period, (v) a bankruptcy or insolvency proceeding of Netflix or (vi) a decline in the credit rating of Netflix below “CCC+” by S&P, “Caa1” by Moody’s or, if rated by Fitch, a “CCC” rating by Fitch.

Initial Reserves.    At origination, the borrower deposited (i) $504,402 into a tax reserve account, (ii) $161,710 into an insurance reserve account, (iii) $5,676,000 into a TI/LC reserve for outstanding approved leasing expenses with respect to the Netflix lease and (iv) $2,028,224 into a free rent reserve for free rent under the Netflix lease.

Ongoing Reserves.    On a monthly basis, during the continuance of a Reserve Period (as defined below), the borrower is required to deposit reserves of (i) $1,892 into a replacement reserve account and (ii) $23,650 into a TI/LC reserve account. If an acceptable blanket insurance policy is no longer in place, the borrower is required to deposit 1/12 of the annual insurance premiums into an insurance reserve account. On each payment date, the borrower will be required to deposit 1/12 of the estimated annual real estate taxes into a tax reserve account if (i) a Trigger Period is continuing, (ii) Netflix is no longer required to pay all taxes directly under its lease, (iii) Netflix is no longer paying all taxes directly or (iv) the borrower fails to furnish to lender receipts for the payment of all taxes. Additionally, during the continuance of a Lease Sweep Period, all available cash will be transferred into a lease sweep account.

A “Reserve Period” will commence at any time that (i) the Netflix lease is not in effect or (ii) a Lease Sweep Period is continuing.

Current Mezzanine or Subordinate Indebtedness.    None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

A-3-43

131 Albright Way  Los Gatos, CA 95032  Collateral Asset Summary – Loan No. 5  Netflix HQ 1 Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $42,190,000  49.1%  1.65x  10.3% 

 

A-3-44

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A-3-45

5555 Whittlesey Boulevard  Columbus, GA 31909  Collateral Asset Summary – Loan No. 6  Columbus Park Crossing  Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $40,000,000  75.0%  1.22x  8.4% 

  

A-3-46

5555 Whittlesey Boulevard  Columbus, GA 31909  Collateral Asset Summary – Loan No. 6  Columbus Park Crossing Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $40,000,000  75.0%  1.22x  8.4% 

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Refinance
Sponsor:	Allan V. Rose
Borrower:	AVR CPC Associates, LLC
Original Balance(1):	$40,000,000
Cut-off Date Balance(1):	$40,000,000
% by Initial UPB:	5.0%
Interest Rate:	4.7400%
Payment Date:	1st of each month
First Payment Date:	January 1, 2016
Maturity Date:	December 1, 2025
Amortization:	Interest only for the first 24 months, 360 months thereafter
Additional Debt(1):	$30,500,000 Pari Passu Debt
Call Protection(2):	L(27), D(89), O(4)
Lockbox / Cash Management:	Hard / Springing

Reserves(3)
	Initial	Monthly
Taxes:	$95,633	$47,816
Insurance:	$0	Springing
Replacement:	$0	$10,634
TI/LC:	$0	$26,585
Ground Rent:	$58,590	Springing

Financial Information(4)
Cut-off Date Balance / Sq. Ft.:	$111
Balloon Balance / Sq. Ft.:	$95
Cut-off Date LTV:	75.0%
Balloon LTV:	64.5%
Underwritten NOI DSCR(5):	1.34x
Underwritten NCF DSCR(5):	1.22x
Underwritten NOI Debt Yield:	8.4%
Underwritten NCF Debt Yield:	7.6%
Underwritten NOI Debt Yield at Balloon:	9.7%
Underwritten NCF Debt Yield at Balloon:	8.9%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Anchored Retail
Collateral:	Fee Simple/Leasehold
Location:	Columbus, GA
Year Built / Renovated:	2003 / 2014-2015
Total Sq. Ft.:	638,028
Property Management:	Genesis Real Estate Advisers, LLC
Underwritten NOI:	$5,903,883
Underwritten NCF:	$5,376,761
Appraised Value:	$94,000,000
Appraisal Date:	July 29, 2015
Historical NOI
Most Recent NOI:	$6,638,887 (T-12 October 31, 2015)
2014 NOI:	$6,465,696 (December 31, 2014)
2013 NOI:	$6,448,786 (December 31, 2013)
2012 NOI:	$6,204,142 (December 31, 2012)
Historical Occupancy
Most Recent Occupancy:	100.0% (November 9, 2015)
2014 Occupancy:	100.0% (December 31, 2014)
2013 Occupancy:	99.7% (December 31, 2013)
2012 Occupancy:	99.4% (December 31, 2012)

(1) The Columbus Park Crossing Whole Loan is evidenced by two pari passu notes in the aggregate original principal amount of $70.5 million. The controlling Note A-1, with an original principal balance of $40.0 million, will be included in the COMM 2016-DC2 mortgage trust. The non-controlling Note A-2 with an original principal balance of $30.5 million, will not be included in the trust and is expected to be held by GACC or an affiliate and contributed to a future securitization. For additional information on the pari passu companion loans, see “The Loan” herein.

(2) The lockout period will be at least 27 payment dates beginning with and including the first payment date of January 1, 2016. Defeasance of the full $70.5 million Columbus Park Crossing Whole Loan is permitted after the date that is earlier to occur of (i) two years after the closing date of the securitization that includes the last pari passu note to be securitized and (ii) November 13, 2018. The assumed lockout period of 27 payments is based on the expected COMM 2016-DC2 securitization closing date in March 2016. The actual lockout period may be longer.

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

(4) DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate Columbus Park Crossing Whole Loan.

(5) Based on amortizing payments. Based on the current interest only debt service payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 1.74x and 1.59x, respectively.

A-3-47

5555 Whittlesey Boulevard  Columbus, GA 31909  Collateral Asset Summary – Loan No. 6  Columbus Park Crossing Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $40,000,000  75.0%  1.22x  8.4% 

Tenant Summary
Tenant Mix	Ratings  (Fitch/Moody’s/S&P)(1)	Total   Sq. Ft.	% of Total Collateral Sq. Ft.	Lease   Expiration	Annual U/W Base Rent PSF	Total Sales   (000s)(2)	Sales PSF(2)	Occupancy Cost(2)
Anchor Tenants
Sears (Ground Lease)	C/Caa3/CCC+	141,333	22.2%	4/30/2018	$1.71	12,608	$89	5.1%
Subtotal / Wtd. Avg.		141,333	22.2%		$1.71
Major Tenants (>10,000 sq. ft.)
Carmike Cinemas (Ground Lease)(3)	NR/B2/B+	84,156	13.2%	9/30/2023	$6.47	$8,284	$552,245	9.4%
Toys-R-Us (Ground Lease)	CC/Caa2/B-	49,000	7.7%	1/31/2018	$3.59	NAV	NAV	NAV
Haverty’s(4)	NR/NR/NR	32,899	5.2%	9/30/2020	$9.00	$5,112	$155	7.7%
Ross Dress for Less	NR/A3/A-	30,125	4.7%	1/31/2018	$12.50	NAV	NAV	NAV
Marshall’s	NR/A2/A+	30,000	4.7%	1/31/2018	$8.75	$6,394	$213	5.5%
Bed Bath & Beyond	NR/Baa1/BBB+	25,000	3.9%	1/31/2018	$10.72	NAV	NAV	NAV
Barnes & Noble	NR/NR/NR	23,959	3.8%	8/31/2017	$15.50	$5,028	$210	8.9%
Staples	BBB-/Baa2/BBB-	23,942	3.8%	8/31/2017	$10.05	NAV	NAV	NAV
Joann’s Arts & Crafts	NR/B3/B	21,000	3.3%	7/31/2018	$14.00	$2,004	$95	18.1%
Old Navy	BBB-/Baa2/BBB-	16,000	2.5%	6/30/2018	$13.21	$5,342	$334	4.9%
Party City	NR/NR/NR	12,000	1.9%	8/31/2017	$17.25	$2,517	$210	9.8%
Lifeway Christian Books	NR/NR/NR	10,000	1.6%	8/31/2018	$18.15	$1,826	$183	11.8%
Pier One Imports	NR/NR/B+	10,000	1.6%	8/31/2017	$18.00	NAV	NAV	NAV
The Shoe Department	NR/NR/NR	10,000	1.6%	8/31/2021	$18.43	$1,408	$141	15.3%
Major Tenants Subtotal / Wtd. Avg.		378,081	59.3%		$10.03	$37,915	$158	9.5%
In-line Tenants (<10,000 sq. ft.)		67,856	10.6%		$21.71	$23,557	$358	7.2%
Restaurant		26,958	4.2%		$13.14	$0	NAP	NAP
Outparcel		23,800	3.7%		$25.77	$7,209	$465	9.6%
Total Occupied Collateral		638,028	100.0%		$10.15	$81,289	$176	5.7%
Vacant		0	0.0%
Total / Wtd. Avg.		638,028	100.0%

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

(2) Total Sales (000s), Sales PSF and Occupancy Cost provided by the borrower and represent the most recent trailing 12 months for tenants reporting sales.

(3) Carmike Cinemas (Ground Lease) sales represent T-12 June 2015 sales based on 15 screens. Carmike Cinemas (Ground Lease) sales equal $98 PSF. On March 3, 2016, AMC Theatres and Carmike Cinemas, Inc. announced that they had entered into a merger agreement, subject to certain conditions. There can be no assurance as to whether such merger will occur.

(4) Haverty’s has the right to terminate its lease if gross sales do not exceed $5.5 million for the preceding twelve months.

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%
2016	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2017	14	103,099	16.2%	103,099	16.2%	$16.05	25.6%	25.6%
2018	18	360,725	56.5%	463,824	72.7%	$7.60	42.4%	67.9%
2019	5	18,849	3.0%	482,673	75.7%	$20.15	5.9%	73.8%
2020	5	39,699	6.2%	522,372	81.9%	$11.33	6.9%	80.7%
2021	1	10,000	1.6%	532,372	83.4%	$18.43	2.8%	83.6%
2022	0	0	0.0%	532,372	83.4%	$0.00	0.0%	83.6%
2023	3	96,956	15.2%	629,328	98.6%	$8.89	13.3%	96.9%
2024	1	2,700	0.4%	632,028	99.1%	$27.72	1.2%	98.0%
2025	1	6,000	0.9%	638,028	100.0%	$21.25	2.0%	100.0%
2026	0	0	0.0%	638,028	100.0%	$0.00	0.0%	100.0%
Thereafter	0	0	0.0%	638,028	100.0%	$0.00	0.0%	100.0%
Vacant	NAP	0	0.0%	638,028	100.0%	NAP	NAP
Total / Wtd. Avg.	48	638,028	100.0%			$10.15	100.0%

(1) A number of tenants including certain anchor tenants have lease termination options related to co-tenancy provisions, exclusivity provisions and sales thresholds that may become exercisable prior to the originally stated expiration date of the tenant lease and that are not considered in the lease rollover schedule or the site plan.

A-3-48

5555 Whittlesey Boulevard  Columbus, GA 31909  Collateral Asset Summary – Loan No. 6  Columbus Park Crossing Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $40,000,000  75.0%  1.22x  8.4% 

The Loan. The Columbus Park Crossing loan (the “Columbus Park Crossing Loan”) is a fixed rate loan secured by the borrower’s leasehold and subleasehold interest in a 638,028 sq. ft. Class A, anchored retail center located at 5555 Whittlesey Boulevard in Columbus, Georgia (the “Columbus Park Crossing Property”), with an original and cut-off date principal balance of $40.0 million. In addition, the Development Authority of Columbus, Georgia (the “Development Authority”) joined in the mortgage loan granted to lender encumbering its fee and leasehold interests in the Columbus Park Crossing Property. See “Authority Lease and Tax Benefit Summary” herein. The Columbus Park Crossing Loan is evidenced by the controlling Note A-1 with an original principal balance of $40.0 million, which will be included in the COMM 2016-DC2 mortgage trust. The pari passu non-controlling Note A-2 with an original principal balance of $30.5 million (and, together with the Columbus Park Crossing Loan, the “Columbus Park Crossing Whole Loan”), will not be included in the trust and is expected to be held by GACC or an affiliate and contributed to a future securitization. 

The relationship between the holders of the Columbus Park Crossing Whole Loan will be governed by a co-lender agreement as described under “Description of the Mortgage Pool – The Whole Loans – Columbus Park Crossing Whole Loan” in the Prospectus. 

Whole Loan Summary
	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
Note A-1	$40,000,000	$40,000,000	COMM 2016-DC2	Yes
Note A-2	$30,500,000	$30,500,000	GACC	No
Total	$70,500,000	$70,500,000

The Columbus Park Crossing Whole Loan has a 10-year term and amortizes on a 30-year schedule following an initial 24-month interest only period. The Columbus Park Crossing Whole Loan accrues interest at a fixed rate equal to 4.7400%. Loan proceedswere used to retire existing debt of approximately $71.2 million, fund upfront reserves of approximately $0.2 million and pay closing costs of approximately $1.1 million. Based on the “As-is” appraised value of $94.0 million as of July 29, 2015, the cut-off date LTV is 75.0%. The most recent prior financing of the Columbus Park Crossing Property was included in the BACM 2007-4 securitization.  

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$70,500,000	97.3%	Loan Payoff	$71,177,584	98.2%
Sponsor Equity	$1,980,327	2.7%	Reserves	$154,223	0.2%
			Closing Costs	$1,148,521	1.6%
Total Sources	$72,480,327	100.0%	Total Uses	$72,480,327	100.0%

The Borrower / Sponsor.    The borrower, AVR CPC Associates, LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure. The sponsor of the borrower and nonrecourse carve-out guarantor is Allan V. Rose. 

Allan V. Rose is the owner and chief executive officer of AVR Realty, a privately held real estate development and management company. Mr. Rose founded AVR Realty over 45 years ago and has since built, acquired and developed more than 30 million sq. ft. of commercial and residential space. AVR Realty’s portfolio currently includes office complexes, shopping centers, corporate and industrial parks, apartment complexes, residential communities and hotels. 

The Property. The Columbus Park Crossing Property consists of a 638,028 sq. ft. Class A, open air anchored retail center which includes a mix of big box anchors, retail strips and outparcel buildings located approximately five miles north of the Columbus central business district. The Columbus Park Crossing Property was developed in 2003 and acquired by the sponsor in 2007. The Columbus Park Crossing Property is anchored by Sears, contains a movie theater - Carmike Cinemas, and major tenants Toys-R-Us, Haverty’s, Ross Dress for Less and Marshalls. The property also benefits from the surrounding phases of the Columbus Park Crossing development, which includes other big box, retail strip centers and anchors such as Lowe’s Home Improvement, Walmart, Kohl’s, Dick’s Sporting Goods and Ulta Beauty.

As of November 9, 2015, the Columbus Park Crossing Property is 100.0% leased to a broad mix of approximately 48 national and local tenants, including Old Navy, Party City, Pier One Imports, Bed Bath & Beyond and Lifeway Christian Books, among others. In addition, the Columbus Park Crossing Property includes 50,758 sq. ft. of restaurant and outparcel space, all of which is part of the collateral. On a weighted average basis, the current tenants have been at the property for 12.0 years. The Columbus Park Crossing Property also features a total of 4,196 surface parking spaces, which equates to a ratio of 6.58 spaces per 1,000 sq. ft.

A-3-49

5555 Whittlesey Boulevard  Columbus, GA 31909  Collateral Asset Summary – Loan No. 6  Columbus Park Crossing Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $40,000,000  75.0%  1.22x  8.4% 

Historical Occupancy(1)
2007	2008	2009	2010	2011	2012	2013	2014	Most Recent Occupancy
99.6%	99.2%	91.6%	99.4%	99.4%	99.4%	99.1%	99.9%	100.0%

(1) Source: Sponsor.

The below table presents historical sales at the Columbus Park Crossing Property. 

Historical Sales PSF(1)
	2007	2008	2009	2010	2011	2012	2013	2014	Trailing 12 Month
Anchor / Movie Theater
Sears (Ground Lease)(2)	$153.01	$119.58	$113.98	$110.63	$104.92	$105.49	$104.06	$96.96	$89.21
Carmike Cinemas (Ground Lease)(3)	$428,649	$402,575	$524,890	$528,933	$525,624	$552,475	$496,886	$543,165	$552,245
Major Tenant Sales PSF (>10,000 sq. ft)	$211.58	$186.47	$199.17	$212.31	$198.90	$202.19	$194.35	$191.89	$190.11
In-Line Tenant Sales PSF (<10,000 sq. ft.)	$345.83	$352.28	$352.27	$358.73	$381.78	$380.48	$392.51	$381.52	$378.16
Total/Wtd. Avg.	$181.60	$164.76	$171.11	$176.78	$177.83	$179.84	$176.68	$177.80	$175.68

(1) Sales figures were provided by the borrower and represent the most recent trailing 12 months for tenants reporting sales.

(2) The Sears (Ground Lease) trailing 12 month sales represent sales through May 2015.

(3) Carmike Cinemas (Ground Lease) sales figures represent sales per screen and are based on 15 total screens. The trailing 12 month sales represent sales through June 2015.

Environmental Matters. The Phase I environmental report dated July 31, 2015 recommended no further action at the Columbus Park Crossing Property. 

The Market.     The Columbus Park Crossing Property is located within the Columbus metropolitan statistical area in Muscogee County, located approximately 115 miles southwest of Atlanta, Georgia and 90 miles east of Montgomery, Alabama. The property sits approximately five miles north of the Columbus central business district, just east of Interstate 185 which connects Columbus to Interstate 85. Primary roads providing access through the neighborhood include U.S. Highway 27 and U.S. Highway 80 along with several secondary roadways.

Development immediately surrounding the Columbus Park Crossing Property is primarily commercial. The Columbus Park Crossing development encompasses the Columbus Park Crossing Property, as well as additional surrounding phases and includes other big box and strip retail centers and anchors such as Lowe’s Home Improvement, Walmart, Kohl’s, Dick’s Sporting Goods and Ulta Beauty. Additional types of commercial uses include various retail and small office uses, service stations, restaurants, and convenient stores. The neighborhood has a good level of industrial development due to the Columbus Metropolitan Airport being located in the southern portion of the neighborhood. Bradley Industrial Park and Corporate Ridge Industrial Park include numerous trucking distribution facilities, as well as light and heavy manufacturing. Single-family homes oriented toward middle-income families comprise the remaining bulk of development. According to market data, about 65% of residents within a one-mile radius are home-owners. The neighborhood also has a good level of supportive developments, including schools, parks and houses of worship. One of the most significant developments in the region is Fort Benning Military Reservation, located in the southeast portion of the neighborhood. Fort Benning Military Reservation, known as the “Home of the Infantry,” houses the campus of the U.S. Army Infantry School and has an annual active-retired military and civilian employee payroll of more than $1.1 billion per year and an impact of more than $1.9 billion per year on the local economy.

The primary trade area of the Columbus Park Crossing Property is an approximately three to ten mile radius. Within a one-, three- and five-mile radius of the Columbus Park Crossing Property, the 2015 median income is $57,208, $57,852 and $51,512, respectively, with a population of 5,388, 55,566 and 119,936, respectively.

A-3-50

5555 Whittlesey Boulevard  Columbus, GA 31909  Collateral Asset Summary – Loan No. 6  Columbus Park Crossing Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $40,000,000  75.0%  1.22x  8.4% 

As of Q2 2015, the Columbus retail market had approximately 26.1 million sq. ft. of retail with an average occupancy rate of approximately 93.8%. Additionally, the Columbus Park Crossing Property is located in the Greater Columbus submarket, which had a Q2 2015 retail supply of approximately 12.1 million sq. ft. and an average occupancy rate of 92.8%. The Greater Columbus submarket vacancy has trended downward from its Q1 2013 vacancy of 10.4%. Vacancy for year-end 2013, 2014 and Q1 2015 was 9.6%, 7.9% and 7.3%, respectively. During the second quarter 2015, no new retail space was completed in the Greater Columbus submarket, and over the past four quarters ending Q2 2015, 29,840 sq. ft. of new retail space has been delivered to the market. Quoted rental rates PSF (NNN) for year-end 2013, 2014 and Q1 2015 within the Greater Columbus submarket were $10.18, $10.93 and $11.76, respectively. The Q2 2015 rental rate PSF (NNN) of $11.77 represents a 10.0% increase from four quarters ago.

The table below summarizes the Columbus Park Crossing Property’s competitive set. 

Competitive Set(1)
Name	Columbus Park Crossing Property	Columbus Park Crossing South	The Highlands at Columbus Park Crossing	Columbus Park East	North Columbus Crossing	Bradley Park Square	Bradley Park Crossing
Distance from Subject	NAP	<1.0 miles	<1.0 miles	<1.0 miles	<1.0 miles	2.3 miles	2.3 miles
Property Type	Anchored Retail	Retail Power Center	Retail Strip Center	Retail Power Center	Retail Neighborhood Center	Retail Neighborhood Center	Retail Power Center
Year Built	2003	2006	2008	2004	2000	1994	1999
Occupancy	100.0%(2)	98.0%	100.0%	100.0%	100.0%	97.0%	99.0%
Size (Sq. Ft.)	638,028(2)	225,000	35,100	130,073	85,819	117,567	266,766
Anchors / Major Tenants	Sears, Carmike Cinemas, Toys-R-Us, Haverty’s, Ross Dress for Less(2)	Kohls, Dick’s Sporting Goods, T.J. Maxx, Petco	NAP	Hobby Lobby, Ashley Furniture, HHgregg	Winn-Dixie	Publix, Stein Mart	Target, Hibbett Sports, PetSmart, Michaels

(1) Source: Appraisal.

(2) Based on the November 9, 2015 rent roll.

 Cash Flow Analysis. 

Cash Flow Analysis
	2012	2013	2014	T-12 10/31/2015	U/W	U/W PSF
Base Rent(1)	$5,951,906	$6,116,667	$6,380,893	$6,437,831	$6,493,559	$10.18
Value of Vacant Space	0	0	0	0	0	0.00
Gross Potential Rent	$5,951,906	$6,116,667	$6,380,893	$6,437,831	$6,493,559	$10.18
Total Recoveries(2)	1,848,536	1,939,711	1,791,105	1,888,663	1,777,961	2.79
Total Other Income	204,284	243,061	166,832	241,495	141,843	0.22
Less: Vacancy & Credit Loss(3)	0	0	0	0	(420,668)	(0.66)
Effective Gross Income	$8,004,726	$8,299,438	$8,338,831	$8,567,990	$7,992,695	$12.53
Total Operating Expenses(4)	1,800,585	1,850,652	1,873,135	1,929,103	2,088,813	3.27
Net Operating Income	$6,204,142	$6,448,786	$6,465,696	$6,638,887	$5,903,883	$9.25
TI/LC	0	0	0	0	399,517	0.63
Capital Expenditures	0	0	0	0	127,606	0.20
Net Cash Flow	$6,204,142	$6,448,786	$6,465,696	$6,638,887	$5,376,761	$8.43

(1) U/W Base Rent includes $12,758 in GAP Outlet credit tenant contractual step rent straight-lined through their June 30, 2023 expiration date and $5,203 in contractual step rent through September 2016.

(2) Tenants reimburse real estate taxes based on the Columbus Park Crossing Property’s fair market value. Tenants at the property receive no benefit from the real estate tax abatement.

(3) U/W Vacancy represents 5.0% of total gross income and is based on the current economic vacancy rate. The appraisal assumed a 3.7% vacancy rate.

(4) Total Operating Expenses include the actual 2014 real estate tax bill, which reflects the abated tax amount.

A-3-51

5555 Whittlesey Boulevard  Columbus, GA 31909  Collateral Asset Summary – Loan No. 6  Columbus Park Crossing Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $40,000,000  75.0%  1.22x  8.4% 

Property Management.    The Columbus Park Crossing Property is managed by Genesis Real Estate Advisers, LLC. 

Genesis Real Estate Advisers, LLC (“Genesis”), founded in March 2012 and headquartered in Sandy Springs, Georgia, is a full-service commercial real estate company delivering leasing, property management, construction management, development and redevelopment, asset management and advisory services to institutional and private investment clients. Genesis, operating throughout the southeastern United States, north to Virginia, west to Tennessee, and south to central Florida, has over $500 million in assets under management in a portfolio totaling over two million sq. ft. 

Lockbox / Cash Management.    The Columbus Park Crossing Loan is structured with a hard lockbox and springing cash management. At closing, a lockbox and clearing account controlled by lender was established into which all rents, revenues and receipts from the Columbus Park Crossing Property will be deposited directly by the tenants. Prior to a Trigger Period, all sums deposited into the clearing account are required to be transferred into borrower’s operating account. Following a Trigger Period, any transfers to the borrower’s operating account are required to cease and sums on deposit are required to be transferred to an account controlled by lender to be applied to the payment of all monthly amounts due under the loan documents and approved operating expenses with any excess funds being held by lender.

A “Trigger Period” will commence upon the occurrence of (i) an event of default or (ii) the DSCR falling below 1.05x as of the last day of any calendar quarter and will end upon (a) with respect to clause (i), such event of default is cured and (b) with respect to clause (ii), the DSCR is at least 1.10x for two consecutive quarters.

Initial Reserves.    At closing, the borrowers deposited (i) $95,633 into a tax reserve account and (ii) $58,590 into a ground rent reserve account, which represents one-quarter of the annual ground rent. 

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 $47,816, into a tax reserve account, (ii) $10,634 into a replacement reserve account and (iii) $26,585 into a TI/LC reserve account, subject to a TI/LC reserve cap of $1,250,000, subject to replenishment if drawn. In addition, the borrower will be required to deposit on a monthly basis (i) 1/12th of the estimated annual insurance premiums into an insurance reserve account if an acceptable blanket insurance policy is no longer in place and (ii) an amount equal to the monthly ground rent into a ground rent reserve account if (a) an event of default has occurred, (b) the borrower fails to provide satisfactory evidence of payment of the ground rent, (c) the lender does not receive certification of the borrower’s current and timely payment of the ground rent or (d) the borrower fails to maintain the ground rent funds sufficient such that the balance of the ground rent reserve account funds is equal to one-quarter of the ground rent due under the ground lease for the ensuing twelve months.

Authority Lease and Tax Benefit Summary.    In order to obtain a real estate tax benefit (described below), the prior owner conveyed its interests in the Columbus Park Crossing Property (approximately 75.2 acres in total comprised of approximately 21.1 acres owned in fee and a leasehold interest in the remaining approximately 54.3 acres) to the Development Authority in 2001, and the Development Authority (i) issued its industrial development bonds (the “Development Bonds”) in the aggregate principal amount of $75,000,000 in exchange for the conveyance of such fee and leasehold interests and (ii) leased and subleased (as applicable) its interests in the Columbus Park Crossing Property to the prior owner (the “Authority Lease”). Under the Authority Lease, the borrower (as successor lessee) is responsible for (i) paying base rent semiannually each year in an amount equal to the then payable principal and interest due under the Development Bonds and (ii) operating, maintaining and paying all costs associated with the Columbus Park Crossing Property. The borrower is the owner of the Development Bonds and therefore pays itself (by offset of the Authority Lease payments against the Development Bonds payments). Upon the expiration (April 21, 2021) or earlier termination of the Authority Lease (i) the real estate tax benefit will expire and (ii) the Development Authority is required to sell, and the borrower is required to purchase, all of the Development Authority’s fee and leasehold interests in the Columbus Park Crossing Property for $100.00 and satisfaction of the other terms under the Authority Lease, and the Development Bonds are required to be cancelled. During the term of the Authority Lease the tax assessor is required to value the Columbus Park Crossing Property at 50% of the fair market value for real estate tax purposes and the assessment will remain fixed but may be subject to increases in millage rates. The Development Authority has joined in, and subjected its fee and leasehold Interests in the Columbus Park Crossing Property to, the Columbus Park Crossing Whole Loan. In addition, the Columbus Park Crossing Whole Loan is secured by the borrower’s interests under the Authority Lease and by any after-acquired interest of the borrower in the direct fee and leasehold interests currently held by the Development Authority.

The Development Authority granted a security deed (the “Bond Security Deed”) on its fee and leasehold interests in the Columbus Park Crossing Property to the trustee under the indenture for the Development Bonds as security for the Development Authority’s obligations under the Development Bonds. In addition, the borrower has guaranteed the principal and interest of the Development Bonds (owned by borrower) when the same becomes due and payable. Pursuant to a pledge agreement executed by the borrower and the Development Authority, the Development Bonds and the Bond Security Deed were (i) subordinated to the Columbus Park Crossing Whole Loan and related loan documents and (ii) pledged to the lender under the Columbus Park Crossing Whole Loan as additional security for the Columbus Park Crossing Whole Loan.

A-3-52

5555 Whittlesey Boulevard  Columbus, GA 31909  Collateral Asset Summary – Loan No. 6  Columbus Park Crossing Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $40,000,000  75.0%  1.22x  8.4% 

Ground Lease. Approximately 54.1 acres of the Columbus Park Crossing Property is ground leased by the Development Authority from Geo. M. Adams Co., Inc. Upon the required purchase by the borrower of the Development Authority’s leasehold Interest in the Columbus Park Crossing Property upon the expiration of the Authority Lease, the borrower will become the ground lessee under the ground lease. The expiration date of the ground lease is June 17, 2036, subject to eight 5-year extension options. The base rent under the ground lease is $234,361 per annum (subject to 10% increases every five years as provided in the ground lease). The ground lease is structured with a purchase option in favor of the lessee thereunder which states that the lessee has the right to purchase the ground leased premises by giving written notice to the ground lessor during the period which begins on the date that is 180 days prior to the expiration of the 25th lease year (June 2026) and ends on the date that is 180 days prior to the expiration of the 30th lease year (June 2031) by giving the ground lessor 180 days’ prior written notice. The purchase price is derived by applying an 8.50% capitalization rate to the then in-place annual ground rent in effect during the 26th through 30th lease years. 

Current Mezzanine or Subordinate Indebtedness. None. See “Authority Lease and Tax Benefit Summary” above.

Future Mezzanine or Subordinate Indebtedness Permitted.    None. 

Partial Release and Substitution.   None.

A-3-53

5555 Whittlesey Boulevard  Columbus, GA 31909  Collateral Asset Summary – Loan No. 6  Columbus Park Crossing Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $40,000,000  75.0%  1.22x  8.4% 

A-3-54

5555 Whittlesey Boulevard  Columbus, GA 31909  Collateral Asset Summary – Loan No. 6  Columbus Park Crossing Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $40,000,000  75.0%  1.22x  8.4% 

 

A-3-55

1453-1457 3rd Street Promenade  Santa Monica, CA 90401  Collateral Asset Summary – Loan No. 7  Promenade Gateway  Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $30,000,000  50.0%  1.81x  8.4% 

 

A-3-56

1453-1457 3rd Street Promenade  Santa Monica, CA 90401  Collateral Asset Summary – Loan No. 7  Promenade Gateway  Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $30,000,000  50.0%  1.81x  8.4% 

Mortgage Loan Information
Loan Seller:	JLC
Loan Purpose:	Refinance
Sponsors:	Maxxam Enterprises, L.P.; 3D Investments III, L.P.
Borrower:	Promenade Gateway, L.P.
Original Balance(1):	$30,000,000
Cut-off Date Balance(1):	$30,000,000
% by Initial UPB:	3.7%
Interest Rate:	4.5320%
Payment Date:	6th of each month
First Payment Date:	January 6, 2016
Maturity Date:	December 6, 2025
Amortization:	Interest Only
Additional Debt(1):	$60,000,000 Pari Passu Debt
Call Protection:	L(27), D(89), O(4)
Lockbox / Cash Management:	Springing Hard / Springing

Reserves(2)
	Initial	Monthly
Taxes:	$120,000	$53,200
Insurance:	$21,500	$3,900
Replacement:	$0	$1,894
TI/LC:	$0	$6,135
AMC Theaters Conversion:	$200,000	NAP

Financial Information(3)
Cut-off Date Balance / Sq. Ft.:	$685
Balloon Balance / Sq. Ft.:	$685
Cut-off Date LTV(4):	50.0%
Balloon LTV(4):	50.0%
Underwritten NOI DSCR:	1.83x
Underwritten NCF DSCR:	1.81x
Underwritten NOI Debt Yield:	8.4%
Underwritten NCF Debt Yield:	8.3%
Underwritten NOI Debt Yield at Balloon:	8.4%
Underwritten NCF Debt Yield at Balloon:	8.3%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type(5):	Mixed Use Office / Retail / Multifamily
Collateral:	Fee Simple
Location:	Santa Monica, CA
Year Built / Renovated:	1989, 2006 / 2015
Total Sq. Ft.(5):	131,470
Property Management:	Self-managed
Underwritten NOI:	$7,583,102
Underwritten NCF:	$7,486,752
“As-is” Appraised Value:	$180,000,000
“As-is” Appraisal Date:	September 9, 2015
“As Stabilized” Appraised Value(4):	$204,000,000
“As Stabilized” Appraisal Date(4):	September 9, 2015
Historical NOI
Most Recent NOI:		$7,021,699 (T-12 July 31, 2015)
2014 NOI:		$7,007,211 (December 31, 2014)
2013 NOI:		$6,159,437 (December 31, 2013)
2012 NOI:		$5,843,222 (December 31, 2012)
Historical Occupancy
Most Recent Occupancy(6):		94.5% (February 1, 2016)
2014 Occupancy		98.8% (December 31, 2014)
2013 Occupancy:		98.8% (December 31, 2013)
2012 Occupancy:		98.8% (December 31, 2012)

(1) The Promenade Gateway Whole Loan is evidenced by two pari passu notes in the aggregate original principal amount of $90.0 million. The non-controlling Note A-2, with an original principal balance of $30.0 million, will be included in the COMM 2016-DC2 mortgage trust. The pari passu companion loan comprised of the controlling Note A-1, with an original principal amount of $60.0 million, will not be included in the trust and was contributed to the COMM 2016-CCRE28 mortgage trust.

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

(3) DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate Promenade Gateway Whole Loan.

(4) The “As Stabilized” Appraised Value assumes conversion of the AMC Theaters space to standard storefront retail use following the expiration of the tenant’s extension option in 2024. Based on the “As Stabilized” appraised value of $204,000,000 as of September 9, 2015, the Cut-off Date LTV and Balloon LTV are equal to 44.1%. There are no assurances that the borrower will recapture the AMC Theaters space prior to AMC Theaters’ fully extended lease expiration date in October 2029, or at all.

(5) The Promenade Gateway Property consists of (i) 61,027 sq. ft. of office space, (ii) 37,138 sq. ft. of retail space and (iii) 33,305 sq. ft. of multifamily space which consists of 32 total multifamily units.

(6) Most Recent Occupancy is based on the weighted average occupancy of the following components: (i) the 61,027 sq. ft. of office space was 88.1% leased (including Callison, which is currently dark but paying rent and has executed a sublease for 100.0% of its space to ZipRecruiter, an existing tenant at the Promenade Gateway Property), (ii) the 37,138 sq. ft. of retail space was 100.0% leased (including an executed lease with M.A.C. Cosmetics Inc. for 1,538 sq. ft. of retail space, which tenant is not yet in occupancy) and (iii) the 33,305 sq. ft. of multifamily space, which consists of 32 multifamily units, was 100.0% leased (inclusive of one employee occupied unit which does not generate any rental revenue).

A-3-57

1453-1457 3rd Street Promenade  Santa Monica, CA 90401  Collateral Asset Summary – Loan No. 7  Promenade Gateway  Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $30,000,000  50.0%  1.81x  8.4% 

The Loan. The Promenade Gateway loan (the “Promenade Gateway Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a seven-story, 131,470 sq. ft. mixed use building located at 1453-1457 3rd Street Promenade in Santa Monica, California (the “Promenade Gateway Property”), with an original and cut-off date principal balance of $30.0 million. The Promenade Gateway Property is comprised of 61,027 sq. ft. of office space, 37,138 sq. ft. of retail space and 33,305 sq. ft. of multifamily space, which consists of 32 total multifamily units located on the top three floors, all situated above a four-level subterranean parking garage. The Promenade Gateway Loan is evidenced by the non-controlling Note A-2, with an original principal balance of $30.0 million, which will be included in the COMM 2016-DC2 mortgage trust. The pari passu controlling Note A-1 companion loan (together with the Promenade Gateway Loan, the “Promenade Gateway Whole Loan”), with an original principal balance of $60.0 million was contributed to the COMM 2016-CCRE28 mortgage trust.

The relationship between the holders of the Note A-1 and Note A-2 will be governed by a co-lender agreement as described under “Description of the Mortgage Pool – The Whole Loans – Promenade Gateway Whole Loan” in the accompanying Prospectus.

Whole Loan Summary
	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
Note A-2	$30,000,000	$30,000,000	COMM 2016-DC2	No
Note A-1	$60,000,000	$60,000,000	COMM 2016-CCRE28	Yes
Total	$90,000,000	$90,000,000

The Promenade Gateway Whole Loan has a 10-year term and requires interest only payments for the term of the loan. The Promenade Gateway Loan Whole Loan accrues interest at a fixed rate equal to 4.5320%. Proceeds of the Promenade Gateway Whole Loan were used to retire existing debt of approximately $58.8 million, pay reserves of approximately $0.3 million, cover closing costs of approximately $1.3 million and return approximately $29.6 million of equity to the loan sponsors. Based on the “As-is” appraised value of $180.0 million as of September 9, 2015, the cut-off date LTV is 50.0%. Based on the “As Stabilized” Appraised Value of $204.0 million as of September 9, 2015, which assumes conversion of the AMC Theaters space to standard storefront retail use following the expiration of the tenant’s extension option in 2024, the cut-off date LTV is 44.1%. The most recent prior financing of the Promenade Gateway Property was included in the MLCFC 2007-9 securitization. 

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$90,000,000	100.0%	Loan Payoff	$58,823,421	65.4%
			Reserves	$341,500	0.4%
			Closing Costs	$1,274,448	1.4%
			Return of Equity	$29,560,631	32.8%
Total Sources	$90,000,000	100.0%	Total Uses	$90,000,000	100.0%

The Borrower / Sponsor. The borrower, Promenade Gateway, L.P., is a single purpose California limited partnership structured to be bankruptcy-remote with two independent directors in its organizational structure. The sponsors of the borrower and the non-recourse carve-out guarantors are Maxxam Enterprises, L.P. and 3D Investments III, L.P. on a joint and several basis.

Maxxam Enterprises, L.P. is a Beverly Hills based commercial real estate company that acquires, develops and manages a wide range of properties throughout the nation. To date, the company has acquired or developed more than 200 properties including residential, office, retail, hotel, industrial and mixed use throughout California, Hawaii and the Western United States. 

3D Investments III, L.P. is a Los Angeles based commercial real estate company founded in 2001. The company owns and operates malls, hotels and other real estate properties throughout the United States. 

The Property. The Promenade Gateway Property consists of a seven-story, 131,470 sq. ft. office, retail and multifamily building built in 1989 and 2006 and renovated in 2015. The Promenade Gateway Property is located less than five blocks from Ocean Avenue and the Pacific Ocean, less than half a mile from the Santa Monica Pier and across the street from Santa Monica Place, a super-regional mall that is owned and operated by The Macerich Company. The Promenade Gateway Property is one of several buildings that make up the 3rd Street Promenade, a three block open-air pedestrian-only upscale shopping, dining and entertainment area. The Promenade Gateway Property consists of 61,027 sq. ft. of office space, 37,138 sq. ft. of retail space and 32 total multifamily units located on the top three floors totaling 33,305 sq. ft. The Promenade Gateway Property also includes a four-level subterranean parking garage that contains 263 parking spaces, or approximately 2.00 spaces per 1,000 sq. ft. of rentable area. According to the appraisal, the Promenade Gateway Property’s land value is equal to $75.3 million or approximately 83.7% of the Promenade Gateway Whole Loan balance. 

As of February 1, 2016, the Promenade Gateway Property was 94.5% leased based on the weighted average of the leased sq. ft. for the office, retail and multifamily components. The office space at the Promenade Gateway Property is 88.1% leased to 11 tenants (including Callison, which is currently dark but paying rent) which occupy approximately 40.9% of total net rentable area (“NRA”) and

A-3-58

1453-1457 3rd Street Promenade  Santa Monica, CA 90401  Collateral Asset Summary – Loan No. 7  Promenade Gateway  Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $30,000,000  50.0%  1.81x  8.4% 

account for approximately 44.7% of underwritten base rent. The retail space at the Promenade Gateway Property is 100.0% leased to five tenants (including an executed lease with M.A.C. Cosmetics Inc. for 1,538 sq. ft. of retail space, which tenant is not yet in occupancy) which occupy approximately 28.2% of total NRA and account for approximately 42.7% of underwritten base rent. The multifamily units at the Promenade Gateway Property are 100.0% leased to 32 tenants (including one employee occupied unit which does not generate any rental revenue) which occupy approximately 25.3% of total NRA and account for approximately 12.6% of underwritten base rent.

Environmental Matters. The Phase I environmental report dated September 14, 2015 recommended no further action.

Tenant Summary
Tenant	Ratings  (Fitch/Moody’s/S&P)(1)	Net Rentable  Area (Sq. Ft.)	% of Net  Rentable Area	U/W Base   Rent PSF(2)	% of Total  U/W Base Rent	Lease  Expiration
Office Tenants
Callison(3)(4)	NR/NR/NR	17,096	13.0%	$79.81	15.6%	3/31/2018
Morgan Stanley(3)	A/A3/A-	13,607	10.3%	$75.60	11.8%	1/31/2022
Riverside West Coast(3)	NR/NR/NR	5,056	3.8%	$64.14	3.7%	6/30/2017
Stubbs Alderton & Markiles, LLP	NR/NR/NR	4,915	3.7%	$62.26	3.5%	1/31/2019
ZipRecruiter(3)(4)	NR/NR/NR	3,630	2.8%	$58.56	2.4%	3/31/2016
Total Major Office Tenants		44,304	33.7%	$73.04	37.0%
Remaining Office Tenants		9,473	7.2%	$71.43	7.7%
Total Occupied Office Tenants		53,777	40.9%	$72.76	44.7%
Vacant Office		7,250	5.5%
Total Office		61,027	46.4%
Retail Tenants
AMC Theaters(3)	NR/NR/B+	22,534	17.1%	$24.81	6.4%	10/31/2019
Lululemon(3)	NR/NR/NR	6,370	4.8%	$254.60	18.5%	4/30/2021
Steak N Shake(3)	NR/NR/B+	3,484	2.7%	$99.96	4.0%	2/28/2023
Remaining Retail Tenants		4,750	3.6%	$252.12	13.7%
Total Retail		37,138	28.2%	$100.35	42.6%
Total Office and Retail		98,165	74.7%	$77.82	87.3%
Total Multifamily(5)		33,305	25.3%	$33.31	12.7%
Total Occupied Collateral(6)		124,220	94.5%	$70.43	100.0%
Vacant Office		7,250	5.5%
Total		131,470	100.0%

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

(2) U/W Base Rent PSF is inclusive of approximately $444,652 in base rent steps.

(3) Callison has one, five-year extension option remaining. Morgan Stanley has one, five-year extension option remaining. Riverside West Coast has one, five-year extension option remaining. ZipRecruiter has one, three-year extension option remaining. AMC Theaters has two, five-year extension options remaining. Lululemon has one, five-year extension option remaining. Steak N Shake has two, five-year extension options remaining.

(4) Callison is currently dark but paying rent and has executed a sublease for 100.0% of its space to ZipRecruiter. At origination, the borrower and the non-recourse carve-out guarantors executed a master lease on the dark Callison space. The master lease has a 12-year term at the same rental rates as the existing Callison lease.  See “Callison Master Lease” herein.

(5) Total Multifamily space consists of 32 total multifamily units totaling 33,305 sq. ft. Based on the rent roll dated February 1, 2016, the 32 units were 100.0% leased (inclusive of one employee occupied unit which does not generate any rental revenue).

(6) Total Occupied Collateral is based on the weighted average occupancy of the leased sq. ft. for the office, retail and multifamily components.

A-3-59

1453-1457 3rd Street Promenade  Santa Monica, CA 90401  Collateral Asset Summary – Loan No. 7  Promenade Gateway  Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $30,000,000  50.0%  1.81x  8.4% 

Multifamily Unit Mix Summary(1)
Unit Type	# of Units	% of  Total	Occupied  Units	Occupancy	Average  Unit Size  (Sq. Ft.)	Total  Size  (Sq. Ft.)	Average Monthly Rental Rate  Per Unit	Average Monthly Rental Rate PSF	Average Market Monthly Rental Rate Per Unit
1-Bed/1-Bath	16	50.0%	16	100.0%	869	13,904	$2,494	$2.87	$2,503
2-Bed/2-Bath(2)	16	50.0%	16	100.0%	1,213	19,401	$3,284	$2.71	$3,472
Total / Wtd. Avg.	32	100.0%	32	100.0%	1,041	33,305	$2,889	$2.78	$2,988

(1) Based on rent roll dated February 1, 2016.

(2) One of the 2-Bed/2-Bath units is employee occupied and does not generate any rental revenue.

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(2)	% 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%
2016	2	5,654	4.3%	5,654	4.3%	$54.52	3.5%	3.5%
2017	2	6,173	4.7%	11,827	9.0%	$65.36	4.6%	8.1%
2018	3	19,502	14.8%	31,329	23.8%	$78.61	17.5%	25.7%
2019	2	27,449	20.9%	58,778	44.7%	$31.52	9.9%	35.5%
2020	1	1,304	1.0%	60,082	45.7%	$64.89	1.0%	36.5%
2021	1	6,370	4.8%	66,452	50.5%	$254.60	18.5%	55.1%
2022	1	13,607	10.3%	80,059	60.9%	$75.60	11.8%	66.8%
2023	3	9,318	7.1%	89,377	68.0%	$139.51	14.9%	81.7%
2024	0	0	0.0%	89,377	68.0%	$0.00	0.0%	81.7%
2025	0	0	0.0%	89,377	68.0%	$0.00	0.0%	81.7%
2026	1	1,538	1.2%	90,915	69.2%	$321.46	5.7%	87.3%
Thereafter	0	0	0.0%	90,915	69.2%	$0.00	0.0%	87.3%
Multifamily(3)	32	33,305	25.3%	124,220	94.5%	$33.31	12.7%	100.0%
Vacant	NAP	7,250	5.5%	131,470	100.0%	NAP	NAP
Total / Wtd. Avg.	48	131,470	100.0%			$70.43	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) Annual U/W Base Rent PSF is inclusive of approximately $444,652 in base rent steps.

(3) Multifamily consists of 32 total multifamily units totaling 33,305 sq. ft. Based on the rent roll dated February 1, 2016, the 32 units were 100.0% leased (inclusive of one employee occupied unit which does not generate any rental revenue).

Major Office Tenants.

Callison (17,096 sq. ft.; 13.0% of NRA; 15.6% of U/W Base Rent) Callison is a global architecture and design firm with 10 offices on three continents. Founded in 1975, the firm focuses on retail, corporate, mixed use, urban planning, residential, hospitality and healthcare markets worldwide. The company is responsible for the design of more than 214 million sq. ft. of commercial and retail space each year. With over 1,000 employees in offices in Seattle, Los Angeles, Mexico City, Dallas, New York, London, Dubai, Beijing and Shanghai, Callison is one of the largest design firms based in the United States. In October 2014, Callison was acquired by ARCADIS (Euronext: ARCAD), a Netherlands based, leading global natural and built asset design and consultancy firm. ARCADIS was established in 1888, currently employs approximately 28,000 people, operates over 300 offices in over 40 countries, is active in projects in over 70 countries and generated approximately €2.5 billion in revenue as of year-end 2014. 

Upon the acquisition of Callison, ARCADIS consolidated its operations and closed the Promenade Gateway Property location. As a result, the Callison space is currently dark but the tenant continues to pay rent and has executed a sublease for 100.0% of its space to ZipRecruiter, an existing tenant at the Promenade Gateway Property. The ZipRecruiter sublease is coterminous with the Callison Lease and the Callison Master Lease. In addition, at origination, the borrower and the non-recourse carve-out guarantors executed a master lease (the “Callison Master Lease”) on the dark Callison space. See “Callison Master Lease” herein. 

Morgan Stanley (13,607 sq. ft.; 10.3% of NRA; 11.8% of U/W Base Rent; A/A3/A- by Fitch/Moody’s/S&P) Morgan Stanley is a financial holding company that provides various financial products and services to corporations, governments, financial institutions and individuals worldwide. Morgan Stanley’s business segments include institutional securities, which offer financial advisory services on mergers and acquisitions and capital-raising services; wealth management, which provides comprehensive financial services to high net worth individuals and small to medium sized businesses; and investment management, which provides traditional asset management, alternative investments, merchant banking and real estate investing services. As of year-end 2014 Morgan Stanley had 55,802 employees worldwide and reported net revenue of approximately $34.3 billion. 

A-3-60

1453-1457 3rd Street Promenade  Santa Monica, CA 90401  Collateral Asset Summary – Loan No. 7  Promenade Gateway  Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $30,000,000  50.0%  1.81x  8.4% 

Morgan Stanley has been at the Promenade Gateway Property since 1988 and has renewed its lease three times. In November 2015, the tenant notified the borrower of its desire to amend and extend its lease term through January 2022, approximately 15 months prior to its existing lease maturity in January 2017. Morgan Stanley’s base rent would increase from $59.78 PSF as of February 1, 2016, to $75.60 PSF on February 1, 2017 (subject to 4.0% annual increases thereafter), representing a 26.5% increase in base rent. The tenant has one, five-year extension option remaining under the current lease and would have one, five-year extension option remaining under the proposed lease amendment. 

Major Retail Tenants. 

AMC Theaters (22,534 sq. ft.; 17.1% of NRA; 6.4% of U/W Base Rent; B+ by S&P) AMC Theaters operates as a theatrical exhibition company in the United States and internationally. As of December 31, 2014, the company owned, operated, or held interests in 348 theatres with a total of 4,937 screens primarily in North America. The company was founded in 1920 and is headquartered in Leawood, Kansas. AMC Theaters is traded on the NASDAQ (TKR: AMC) and as of September 2015, had a market capitalization of approximately $2.45 billion and reported net revenue of approximately $103.8 million. 

AMC Theaters currently operates a four-screen theater, has been at the Promenade Gateway Property since 1989 and has renewed its lease twice, most recently in October 2014. Additionally, in April 2015, AMC Theaters upgraded all four theaters to the AMC’s Cinema Suite format, an upscale movie theater with comfortable, premium recliners and reopened in July 2015. The tenant has two, five-year extension options remaining and historical tenant sales are presented below. 

AMC Theaters Historical Sales
Year(1)	Annual Sales	Sales Per Screen
2010	$1,674,226	$418,556
2011	$1,560,088	$390,022
2012	$1,519,157	$379,789
2013	$1,564,175	$391,044
2014	$1,417,346	$354,337

(1) Based on T-12 ending October 31, for the specified year.

Lululemon (6,370 sq. ft.; 4.8% of NRA; 18.5% of U/W Base Rent) Founded in 1998, Lululemon is a Vancouver, BC based yoga-inspired athletic apparel company. The company’s products include pants, shorts, tops and jackets designed for healthy lifestyle activities and athletic pursuits. As of February 1, 2015, Lululemon operated 302 corporate-owned stores in the U.S., Canada, Australia, New Zealand, the UK and Singapore. Lululemon is traded on the NASDAQ (TKR: LULU), has a market capitalization of $8.15 billion and reported net revenue of $480 million for Q3 2015. The tenant has one, five-year extension option remaining. 

The Market. The Promenade Gateway Property is located within the Santa Monica submarket. As of Q3 2015, the Santa Monica office submarket contained 563 properties totaling approximately 15.4 million sq. ft. with an overall vacancy rate of 11.7%. As of Q3 2015, the Santa Monica retail submarket contained 766 properties totaling approximately 6.5 million sq. ft. with an overall vacancy rate of 2.7%. As of Q3 2015, the Santa Monica multifamily submarket reported a total apartment inventory of 18,664 units with an overall vacancy rate of 3.0%. According to the appraisal, the Promenade Gateway Property’s office and retail tenants are subject to leases that are on average approximately 23.4% below market while the appraisal concluded a stabilized occupancy of 96.0%. The remaining appraisal assumptions for the Promenade Gateway Property are below.

Appraisal Market Rent Assumptions(1)
	Office	Theater	General Retail	Food Retail
Sq. Ft.(2)	61,027	22,534	11,120	3,484
Appraisal Market Rent (PSF)	$78.00	$33.00	$360.00	$90.00
Rent Type	FSG	NNN	NNN	NNN

(1) Source: Appraisal.

(2) Based on rent roll dated February 1, 2016.

A-3-61

1453-1457 3rd Street Promenade  Santa Monica, CA 90401  Collateral Asset Summary – Loan No. 7  Promenade Gateway  Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $30,000,000  50.0%  1.81x  8.4% 

Cash Flow Analysis. 

Cash Flow Analysis
	2012	2013	2014	T-12 7/31/2015	U/W	U/W PSF
Base Rent (Office and Retail)(1)	$5,698,456	$6,209,343	$6,883,222	$6,926,680	$7,194,742	$54.73
Base Rent (Multifamily)	866,294	868,985	955,349	984,720	1,109,400	8.44
Base Rent Steps	0	0	0	0	444,652	3.38
Vacant Gross Up (Office)	0	0	0	0	565,500	4.30
Gross Potential Rent	$6,564,750	$7,078,328	$7,838,571	$7,911,400	$9,314,294	$70.85
Total Recoveries	283,655	304,104	400,156	382,143	425,055	3.23
Parking Income	291,877	258,343	229,050	224,835	224,835	1.71
Other Income	174,563	7,996	4,460	3,784	3,784	0.03
Less: Vacancy(2)	0	0	0	0	(565,500)	(4.30)
Effective Gross Income	$7,314,845	$7,648,771	$8,472,237	$8,522,162	$9,402,468	$71.52
Total Operating Expenses(3)	1,471,623	1,489,334	1,465,026	1,500,463	1,819,366	13.84
Net Operating Income	$5,843,222	$6,159,437	$7,007,211	$7,021,699	$7,583,102	$57.68
TI/LC	0	0	0	0	73,624	0.56
Capital Expenditures	0	0	0	0	22,725	0.17
Net Cash Flow	$5,843,222	$6,159,437	$7,007,211	$7,021,699	$7,486,752	$56.95

(1) U/W Base Rent (Office and Retail) includes rent under the Callison lease and the M.A.C. Cosmetics Inc. lease (which tenant is not currently in occupancy).

(2) U/W Vacancy is based on 5.8% of the combined Gross Potential Rent and Total Recoveries.

(3) U/W Total Operating Expenses includes a management fee equal to 3.0% of Effective Gross Income. The Promenade Gateway Property is self-managed and no management fee has been collected historically.

Property Management. The Promenade Gateway Property is self-managed. 

Lockbox / Cash Management. The Promenade Gateway Loan is structured with a springing hard lockbox and springing cash management. Upon the commencement and during the continuance of a Cash Management Period (as defined below), the borrower is required to establish a clearing account into which all rents will be deposited and, with respect to the office and retail tenants at the Promenade Gateway Property, the borrower delivered to lender (to be held in escrow) tenant direction letters instructing such tenants to deliver their rent directly to the clearing account during a Cash Management Period. During a Cash Management Period, all amounts on deposit in the clearing account are required to 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 service coverage ratio falls below 1.10x for any calendar quarter (until such time that the debt service coverage ratio is at least 1.10x for two consecutive quarters). 

Initial Reserves. At origination, the borrower deposited (i) $200,000 into an AMC theaters conversion reserve account, (ii) $120,000 into a tax reserve account and (iii) $21,500 into an insurance reserve account. 

Ongoing Reserves. On a monthly basis, the borrower is required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $53,200, into a tax reserve account, (ii) 1/12 of the annual insurance premiums, which currently equates to $3,900, into an insurance reserve account, (iii) $1,894 into a replacement reserve account (comprised of $1,227.11 and  $666.67 for the commercial components and residential components, respectively), subject to a cap of $45,450 and (iv) $6,135 into a TI/LC reserve account, subject to a cap of $300,000.

Callison Master Lease. At origination, the borrower and the non-recourse carve-out guarantors executed a master lease related to the space leased to Callison (the “Callison Space”), which is currently dark space. The Callison Master Lease has a 12-year term at the same rental rates as under the existing Callison lease (the “Callison Lease”). The borrower may lease the Callison Space pursuant to one or more replacement leases on market terms and conditions, including that any such lease has a minimum five-year term (each, a “Master Lease Replacement Lease”). The Callison Master Lease will automatically terminate (i) when the aggregate rent obligations under the Master Lease Replacement Leases are greater than or equal to the rent due under the Callison Lease or (ii) if the Net Cash Flow (as defined below) debt yield (calculated without taking into account rent payable under the Callison Lease or Callison Master Lease, but giving effect to rent payable under the Master Lease Replacement Leases) is greater than or equal to 6.75%. 

“Net Cash Flow” means the net operating income of the Promenade Gateway Property on a cash basis of accounting after (x) deducting (i) any rent from (a) any dark tenant or from any tenant who provided notice that it intends to discontinue their business at the Promenade Gateway Property (each such tenant, a “Dark Tenant” and any rent from a Dark Tenant, “Dark Rent”) or (b) any tenant that is subject to an insolvency proceeding and (ii) non-recurring extraordinary items of income, and (y) making adjustments for market vacancies (not to exceed 6.0%) and required ongoing reserves.

A-3-62

1453-1457 3rd Street Promenade  Santa Monica, CA 90401  Collateral Asset Summary – Loan No. 7  Promenade Gateway  Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $30,000,000  50.0%  1.81x  8.4% 

Notwithstanding the foregoing, Dark Rents will not be excluded from Net Cash Flow if (a) in the aggregate the Dark Rent comprises no more than 20.0% of the total rent due at the Promenade Gateway Property (excluding rent due under the Callison Lease and Callison Master Lease), (b) each Dark Tenant is paying rent and not otherwise in default under its related lease and (c) the borrower deposits an amount equal to $20.00 PSF, with respect to such Dark Tenant, into the TI/LC reserve account.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

A-3-63

1453-1457 3rd Street Promenade  Santa Monica, CA 90401  Collateral Asset Summary – Loan No. 7  Promenade Gateway  Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $30,000,000  50.0%  1.81x  8.4% 

 

A-3-64

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A-3-65

7195 South Shutterfly Way Tempe, AZ 85283 Collateral Asset Summary – Loan No. 8 Shutterfly Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $29,898,169 69.4% 1.23x 9.2%

 

A-3-66

7195 South Shutterfly Way Tempe, AZ 85283 Collateral Asset Summary – Loan No. 8 Shutterfly Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $29,898,169 69.4% 1.23x 9.2%

Mortgage Loan Information
Loan Seller:	JLC
Loan Purpose:	Acquisition
Sponsor:	Rajan Watumull
Borrower:	RW Tempe, LLC
Original Balance:	$30,000,000
Cut-off Date Balance:	$29,898,169
% by Initial UPB:	3.7%
Interest Rate:	4.9410%
Payment Date:	6th of each month
First Payment Date:	February 6, 2016
Maturity Date:	January 6, 2026
Amortization:	300 months
Additional Debt:	None
Call Protection:	L(26), D(90), O(4)
Lockbox / Cash Management:	Hard / Springing

Reserves(1)
	Initial	Monthly
Taxes:	$0	$26,800
Insurance:	$9,000	$4,900
Replacement:	$0	$3,950
TI/LC:	$0	$9,875
Special Rollover Reserve:	$0	Springing
Security Deposit	$759,500	NAP

Financial Information
Cut-off Date Balance / Sq. Ft.:	$126
Balloon Balance / Sq. Ft.:	$94
Cut-off Date LTV:	69.4%
Balloon LTV:	51.9%
Underwritten NOI DSCR:	1.31x
Underwritten NCF DSCR:	1.23x
Underwritten NOI Debt Yield:	9.2%
Underwritten NCF Debt Yield:	8.6%
Underwritten NOI Debt Yield at Balloon:	12.2%
Underwritten NCF Debt Yield at Balloon:	11.5%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Warehouse / Flex Industrial
Collateral:	Fee Simple
Location:	Tempe, AZ
Year Built / Renovated:	2015 / NAP
Total Sq. Ft.:	237,000
Property Management:	Wentworth Management Company, LLC
Underwritten NOI:	$2,736,455
Underwritten NCF:	$2,570,555
Appraised Value:	$43,100,000
Appraisal Date:	October 12, 2015
Historical NOI(2)
Most Recent NOI:		NAP
2014 NOI:		NAP
2013 NOI:		NAP
2012 NOI:		NAP
Historical Occupancy(2)
Most Recent Occupancy:		100.0% (March 6, 2016)
2014 Occupancy		NAP
2013 Occupancy:		NAP
2012 Occupancy:		NAP

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

(2) The Shutterfly Property was constructed in 2015. As such, Historical NOI and Historical Occupancy figures are not available.

A-3-67

7195 South Shutterfly Way Tempe, AZ 85283 Collateral Asset Summary – Loan No. 8 Shutterfly Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $29,898,169 69.4% 1.23x 9.2%

The Loan. The Shutterfly loan (the “Shutterfly Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a newly constructed, two-story, 237,000 sq. ft. Class A industrial building located at 7195 South Shutterfly Way in Tempe, Arizona (the “Shutterfly Property”), with an original principal balance of $30.0 million and a cut-off date principal balance of approximately $29.9 million. The Shutterfly Loan has a 10-year term and amortizes on a 25-year schedule. The Shutterfly Loan accrues interest at a fixed rate equal to 4.9410%. Proceeds of the Shutterfly Loan, along with approximately $14.3 million of equity from the sponsor, were used to acquire the Shutterfly Property for $43.1 million, fund upfront reserves and a security deposit of approximately $0.8 million and pay closing costs of approximately $0.4 million. Based on the appraised value of $43.1 million as of October 12, 2015, the cut-off date LTV is 69.4%. The most recent prior financing of the Shutterfly Property was not included in a securitization.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$30,000,000	67.7%	Purchase Price	$43,100,000	97.3%
Sponsor Equity	$14,286,696	32.3%	Security Deposit	$759,500	1.7%
			Upfront Reserve	$9,000	0.0%
			Closing Costs	$418,196	0.9%
Total Sources	$44,286,696	100.0%	Total Uses	$44,286,696	100.0%

The Borrower / Sponsor. The borrower, RW Tempe, 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 guarantor is Rajan Watumull.

Rajan Watumull is the president of Watumull Enterprises, Ltd., a real estate investment holding company headquartered in Honolulu, Hawaii. The company currently owns 15 commercial assets in Hawaii, Nevada, Texas, Colorado and Arizona with a market value estimated at more than $100 million.

The Property. The Shutterfly Property is a 237,000 sq. ft., single tenant industrial property located in Tempe, Arizona and was constructed as a “built-to-suit” industrial property in May 2015 for Shutterfly, Inc. The Shutterfly Property is situated on approximately 16.5 acres and consists of 157,000 sq. ft. of production and manufacturing space (66.2% of NRA) and 80,000 sq. ft. of flex office space (33.8% of NRA). The production and manufacturing space is a single story production area with tilt-up construction and dock-height loading bays. There are 30 foot high exterior walls, a 24-foot clear height throughout and column spacing staggered at 42’x50’ intervals. The warehouse space provides 13 dock-high steel loading doors with 9’x10’ high openings and one grade level steel loading door with a 16’x14’ high opening. The two-story flex office space is attached to the production area and includes a central lobby, private offices, conference rooms, a lunch/break room, weight room and six restrooms. There are 706 surface parking spaces, of which 238 spaces are covered and 16 spaces are reserved for handicap access, providing a ratio of approximately 2.98 spaces per 1,000 sq. ft. of NRA. Additionally, the parking lot includes four electric car charging stations.

The Shutterfly Property is set up for high-tech tenancy and usage as it is located within a 136-acre mixed use complex known as the Discovery Business Campus. Shutterfly benefits from the fiber connectivity provided at the Discovery Business Campus utilized by a variety of internet service providers including Verizon, AT&T and CenturyLink. Shutterfly leases 100.0% of the NRA on a triple net basis expiring on June 30, 2025 with two, five-year extension options remaining. Shutterfly’s rent commenced on June 1, 2015 at a rental rate of $12.00 PSF NNN and the lease is structured with base rent escalations ranging from 2.47% to 2.54% each year. Under the lease, Shutterfly is responsible for all expenses except structural repairs and capital replacements.

Environmental Matters. The Phase I environmental report dated October 16, 2015 recommended no further action at the Shutterfly Property.

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
Shutterfly(1)	NR/NR/NR	237,000	100.0%	$12.30	100.0%	6/30/2025
Total Occupied Collateral		237,000	100.0%	$12.30	100.0%
Vacant		0	0.0%
Total		237,000	100.0%

(1) Shutterfly has two, five-year extension options remaining.

A-3-68

7195 South Shutterfly Way Tempe, AZ 85283 Collateral Asset Summary – Loan No. 8 Shutterfly Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $29,898,169 69.4% 1.23x 9.2%

Lease Rollover Schedule
Year	# of Leases Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring	Cumulative Sq. Ft. Expiring	Cumulative %  of Sq. Ft. Expiring	Annual U/W Base Rent 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%
2016	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2017	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2018	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2019	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2020	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2021	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2022	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2023	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2024	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2025	1	237,000	100.0%	237,000	100.0%	$12.30	100.0%	100.0%
2026	0	0	0.0%	237,000	100.0%	$0.00	0.0%	100.0%
Thereafter	0	0	0.0%	237,000	100.0%	$0.00	0.0%	100.0%
Vacant	NAP	0	0.0%	237,000	100.0%	NAP	NAP
Total / Wtd. Avg.	1	237,000	100.0%			$12.30	100.0%

Major Tenants.

Shutterfly (237,000 sq. ft.; 100.0% of NRA; 100.0% of U/W Base Rent) Shutterfly is an internet based publishing company that provides personal printing services and internet-based digital photograph hosting. The majority of revenue is derived from custom-printed merchandise incorporating user content and utilizing professional-quality presses. Shutterfly Studio, the company’s current all-in-one digital photography solution, helps drive the printing business by making photos easy to store, edit and preview before ordering. Shutterfly 3.0, the company’s latest work in process, is hoping to incorporate other Shutterfly brands, including TinyLife, Tiny Prints, and Wedding Paper Divas into one platform. Scheduled for a 2016 release, the product seeks to increase accessibility to all brands, enlarge the percentage of millennials within the customer base, and help achieve greater mobile penetration. The company markets heavily to social media outlets, and its client base consists largely of repeat business. The company prints over 45,000 units per day during peak seasons.

Shutterfly has been in the Phoenix market since 2008. It is consolidating from four locations in the Phoenix area to the Shutterfly Property in order to save on labor costs and increase business efficiency. The Shutterfly Property consolidates R&D, a call center, manufacturing and shipping to one location and is one of three national Shutterfly manufacturing facilities (two others are located in Shakopee, Minnesota and Fort Mill, North Carolina). The Shutterfly Property serves approximately 30% of the company’s customer base.

Shutterfly was founded in 1999 and went public in 2006. It is now traded on the NASDAQ (TKR: SFLY) and has a market capitalization of $1.5 billion. The company reported that it generated $921 million in revenue in 2014, an increase from $784 million in 2013 and $641 million in 2012. The company reported total assets of $1.3 billion (including cash of $380,000) and total liabilities of $574 million in 2014.

A-3-69

7195 South Shutterfly Way Tempe, AZ 85283 Collateral Asset Summary – Loan No. 8 Shutterfly Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $29,898,169 69.4% 1.23x 9.2%

Lease Summary.

Shutterfly Lease Summary(1)
Period	Annual Base Rent	PSF	% Increase
June 2015-June 2016	$2,844,000	$12.00	NAP
July  2016-June 2017	$2,915,100	$12.30	2.50%
July  2017-June 2018	$2,988,570	$12.61	2.52%
July  2018-June 2019	$3,064,410	$12.93	2.54%
July  2019-June 2020	$3,140,250	$13.25	2.47%
July  2020-June 2021	$3,218,460	$13.58	2.49%
July  2021-June 2022	$3,299,040	$13.92	2.50%
July  2022-June 2023	$3,381,990	$14.27	2.51%
July  2023-June 2024	$3,467,310	$14.63	2.52%
July  2024-June 2025	$3,555,000	$15.00	2.53%
U/W(2)	$2,915,100	$12.30

(1) Source: Shutterfly lease

(2) Based on the rent step in June 2016.

The Market. The Shutterfly Property is located at 7195 South Shutterfly Way in Tempe, Arizona, a suburb located approximately 13 miles southeast of Phoenix, Arizona. The immediate area is defined by the Price Road Corridor, which houses an Intel semiconductor manufacturing facility and includes a Bank of America mortgage processing center and Wells Fargo’s Ocotillo Corporate Campus. Tempe is surrounded by freeways and major thoroughfares including Interstate 10 (Maricopa Freeway) and State Route 101, providing access to Sky Harbor International Airport. Tempe is also home to over a dozen universities, colleges and trade schools, including Arizona State University with over 80,000 students. As of the Q4 2015, the overall Phoenix Industrial market contained 10,007 properties totaling 312,350,423 sq. ft. and reported a vacancy of 10.7%. The Shutterfly Property is located within the Tempe East Industrial Submarket, which contained 361 properties totaling 6,584,157 sq. ft. and reported a vacancy of 6.9% as of the Q4 2015.

Competitive Set(1)
Property Name	Tenant Name	Year Built	Lease Commencement Date	Net Rentable Area (Sq. Ft.)	Initial Rent PSF	Lease Term (Years)
Shutterfly Property	Shutterfly	2015	6/2015(2)	237,000(2)	$12.30(2)	10.0(2)
Climatec Building Technologies	Climatec	2003	9/2012	138,116	$11.76	10.0
UTC Aerospace	United Technologies	1994	10/2013	170,555	$12.72	10.0
Diablo Technology Center	SLS	1981	12/2013	109,348	$11.76	5.5
Allred Riverpoint	Asurion Corporation	2012	5/2014	80,309	$14.75	7.3
Curtiss-Wright Building	Curtiss-Wright Controls	1997	9/2014	88,065	$13.42	10.0
Discovery Building Campus	State Farm	1975	11/2014	299,171	$16.00	3.0

(1)    Source: Appraisal.

(2)    Based on the March 6, 2016 underwritten rent roll.

A-3-70

7195 South Shutterfly Way Tempe, AZ 85283 Collateral Asset Summary – Loan No. 8 Shutterfly Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $29,898,169 69.4% 1.23x 9.2%

Cash Flow Analysis.

Cash Flow Analysis
	In-Place	U/W	U/W PSF
Base Rent	$2,844,000	$2,844,000	$12.00
Rent Steps(1)	0	71,100	0.30
Gross Potential Rent	$2,844,000	$2,915,100	$12.30
Total Recoveries	661,124	657,798	2.78
Other Income	0	0	0.00
Less: Vacancy	0	(178,645)	(0.75)
Effective Gross Income	$3,505,124	$3,394,253	$14.32
Total Operating Expenses	661,124	657,798	2.78
Net Operating Income	$2,844,000	$2,736,455	$11.55
TI/LC	118,500	118,500	0.50
Capital Expenditures	47,400	47,400	0.20
Net Cash Flow	$2,678,100	$2,570,555	$10.85

(1) Based on the rent step as of June 2016.

Property Management. The Shutterfly Property is managed by Wentworth Management Company, LLC.

Lockbox / Cash Management. The Shutterfly Loan is structured with a hard lockbox and springing cash management. All rents and other payments are required to be deposited directly by the tenant into a clearing account controlled by lender. Provided no Lease Sweep Period (as defined below) or Cash Management Period (as defined below) is continuing, all funds in the clearing account are required to be transferred on a daily basis into the borrower’s operating account. Upon the occurrence of a Cash Management Period, all amounts on deposit in the clearing account are required to be transferred on a daily basis into a deposit account controlled by lender and disbursed in accordance with the Shutterfly Loan documents.

A “Cash Management Period” will occur (i) upon an event of default, (ii) if the debt service coverage ratio falls below 1.15x (until such time that the debt service coverage ratio is at least 1.15x for two consecutive quarters) or (iii) during a Lease Sweep Period.

A “Lease Sweep Period” will commence (i) on the date that is 12 months prior to the end of the term of any Major Lease (as defined below), (ii) on the date required under a Major Lease by which the applicable Major Tenant (as defined below) is required to give notice of its exercise of a renewal option (and such renewal option has not been so exercised), (iii) if any Major Lease is surrendered, cancelled or terminated prior to its then-current expiration date, (iv) if any Major Tenant goes dark or gives notice that it intends to discontinue its business, (v) upon the occurrence of a material default under any Major Lease or (vi) upon the occurrence of a Major Tenant insolvency proceeding.

A “Major Lease” means the lease with Shutterfly, and any replacement lease which covers all or substantially all of the space under the Shutterfly lease.

A “Major Tenant” means any tenant under a Major Lease, or under one or more leases which when taken together would constitute a Major Lease.

Initial Reserves. At loan closing, the borrower deposited $9,000 into an insurance reserve account.

In addition, in connection with the Shutterfly lease, Shutterfly was required to deliver a security deposit in the amount of $759,500 to the borrower. In connection with the origination of the Shutterfly Loan, the borrower transferred the security deposit to a lender controlled account (the “Security Deposit Subaccount”), which amount will be held by lender as additional collateral for the Shutterfly Loan, subject to Shutterfly’s rights under the Shutterfly lease. The Shutterfly Loan documents provide that any portion of the Shutterfly security deposit which the borrower is permitted to retain pursuant to the terms of the Shutterfly lease will be transferred from the Security Deposit Subaccount to the TI/LC reserve account; provided that any such transferred amounts will not count toward the $500,000 cap (described below). At lender’s election, amounts transferred from the Shutterfly Security Deposit Subaccount to the TI/LC reserve account may be applied towards (a) rent arrearages under the Shutterfly lease, (b) debt service shortfalls or (c) funding any approved leasing expenses.

A-3-71

7195 South Shutterfly Way Tempe, AZ 85283 Collateral Asset Summary – Loan No. 8 Shutterfly Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $29,898,169 69.4% 1.23x 9.2%

Ongoing Reserves. On a monthly basis, the borrower is required to deposit reserves of (i) $4,900 into an insurance reserve account, (ii) $26,800 into a tax reserve account, (iii) $3,950 into a replacement reserve account and (iv) $9,875 into a TI/LC reserve account, subject to a cap of $500,000; provided that monthly deposits into the TI/LC reserve account will not be required if (a) the term of the Shutterfly lease is extended to a date not earlier than June 30, 2030, (b) on the date of the lease extension, Shutterfly’s credit rating has not materially deteriorated from its credit rating as of the date of loan origination as determined by lender and (c) no Cash Management Period is then continuing, In addition, in the event the borrower is not required to make monthly deposits to the TI/LC account pursuant to (iv) (a) and (b) above, the Shutterfly Loan documents provide that the lender will transfer funds in the TI/LC account (other than any amounts transferred to the TI/LC reserve account from the Security Deposit Subaccount) to the borrower. The borrower will be required to make monthly deposits into the TI/LC account again, upon the occurrence of one or more of the following: (i) a default by Shutterfly under the Shutterfly lease or (ii) the Shutterfly lease is not in full force and effect or (iii) Shutterfly’s credit rating has materially deteriorated from its credit rating as of the date of loan origination as determined by lender. Additionally, during the continuance of a Lease Sweep Period, so long as no other Cash Management Period is then ongoing, all excess cash will be deposited into a reserve account for the purposes of paying leasing expenses in connection with re-tenanting the space under the lease that triggered the Lease Sweep Period

Expansion Option. Under the Shutterfly lease, Shutterfly has the option to expand its premises (the “Existing Shutterfly Premises”) by up to approximately 91,000 sq. ft. (the “Expansion Premises”) onto a vacant parcel at the Shutterfly Property located along the north side of the existing improvements (the “Expansion Parcel”).  The tenant has the right to exercise this option at any time during the term of the lease upon notice to the borrower, provided such notice includes the tenant’s plans and specifications for the expansion.  If the borrower elects to expand the premises in accordance with the expansion plans, the borrower and the tenant are then required to negotiate the terms and conditions related to the expansion and, to the extent accepted, enter into an amended Shutterfly lease that provides for a lease term for the Existing Shutterfly Premises and the Expansion Premises that is not less than 10 years from the commencement date of the amended Shutterfly lease. The Shutterfly Loan documents require lender consent to the expansion plans and related Expansion Premises lease terms and prohibit the borrower from incurring additional financing related to the construction of the Expansion Premises.  In the event the borrower agrees to construct the Expansion Premises, the mortgage loan documents permit, subject to lender consent, the borrower to transfer its leasehold interest in the Expansion Parcel to an affiliate of the borrower and such affiliate to obtain construction financing secured by its leasehold interest in the Expansion Parcel.  In the event the borrower transfers its leasehold interest in the Expansion Parcel to an affiliate of the borrower, the borrower will be entitled to nominal ground rent for the Expansion Parcel (together with all operating expenses related to the Expansion Premises), but not any cash flow related to any sublease between Shutterfly and the ground lessee. 

In addition, in the event the borrower and the tenant cannot agree to the specific terms and conditions related to the construction of the Expansion Premises, or the borrower does not agree to construct the Expansion Premises, the tenant has the right to build the Expansion Premises at its own cost, provided that (i) the borrower has approval rights over the construction plans and specifications and (ii) the borrower and tenant amend the Shutterfly lease to provide that: (a) the term is 10 years from the commencement date of the amended Shutterfly lease (such lease expiration date, the “Extended Lease Expiration Date”), (b) the tenant will be required to pay to the borrower operating expenses related to the Expansion Premises but not any base rent related to the Expansion Premises through the Extended Lease Expiration Date and (c) the tenant will be required to pay to the borrower base rent related to the Expansion Premises after the Extended Lease Expiration Date.

Current Mezzanine or Subordinate Indebtedness.    None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

A-3-72

7195 South Shutterfly Way Tempe, AZ 85283 Collateral Asset Summary – Loan No. 8 Shutterfly Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $29,898,169 69.4% 1.23x 9.2%

 

A-3-73

2631 Michelle Drive
Tustin, CA 92780 Collateral Asset Summary – Loan No. 9
I-5 Self-Storage Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield: $23,500,000
69.4%
1.30x
8.2%

A-3-74

2631 Michelle Drive
Tustin, CA 92780 Collateral Asset Summary – Loan No. 9
I-5 Self-Storage Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield: $23,500,000
69.4%
1.30x
8.2%

Mortgage Loan Information
Loan Seller:	KeyBank
Loan Purpose:	Refinance
Sponsor:	Marianne J. Moy
Borrower:	I-5 Self Storage, LLC
Original Balance:	$23,500,000
Cut-off Date Balance:	$23,500,000
% by Initial UPB:	2.9%
Interest Rate:	4.7700%
Payment Date:	1st of each month
First Payment Date:	January 1, 2016
Maturity Date:	December 1, 2025
Amortization:	Interest only for first 24 months; 360 months thereafter
Additional Debt:	None
Call Protection:	L(27), D(90), O(3)
Lockbox / Cash Management:	Springing Soft / Springing

Reserves(1)
	Initial	Monthly
Taxes:	$61,404	$20,468
Insurance:	$0	Springing
Replacement:	$52,806	Springing

Financial Information
Cut-off Date Balance / Sq. Ft.:	$134
Balloon Balance / Sq. Ft.:	$115
Cut-off Date LTV:	69.4%
Balloon LTV:	59.7%
Underwritten NOI DSCR(2):	1.31x
Underwritten NCF DSCR(2):	1.30x
Underwritten NOI Debt Yield:	8.2%
Underwritten NCF Debt Yield:	8.1%
Underwritten NOI Debt Yield at Balloon:	9.5%
Underwritten NCF Debt Yield at Balloon:	9.5%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Self-Storage
Collateral:	Fee Simple
Location:	Tustin, CA
Year Built / Renovated:	2009 / NAP
Total Sq. Ft.:	176,023
Property Management:	Optivest Properties, LLC
Underwritten NOI:	$1,928,679
Underwritten NCF:	$1,911,076
Appraised Value:	$33,850,000
Appraisal Date:	October 21, 2015
Historical NOI
Most Recent NOI:	$1,876,803 (December 31, 2015)
2014 NOI:	$1,465,126 (December 31, 2014)
2013 NOI:	$1,197,665 (December 31, 2013)
2012 NOI:	$918,720    (December 31, 2012)
Historical Occupancy
Most Recent Occupancy:	83.1% (December 31, 2015)
2014 Occupancy:	73.0% (December 31, 2014)
2013 Occupancy:	63.0% (December 31, 2013)
2012 Occupancy:	57.0% (December 31, 2012)

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

(2) Based on amortizing debt service payments. Based on the current interest only debt service payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 1.70x and 1.68x, respectively.

A-3-75

2631 Michelle Drive
Tustin, CA 92780 Collateral Asset Summary – Loan No. 9
I-5 Self-Storage Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield: $23,500,000
69.4%
1.30x
8.2%

The Loan. The I-5 Self-Storage loan (the “I-5 Self-Storage Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a 176,023 sq. ft., 1,556 unit self-storage facility located at 2631 Michelle Drive in Tustin, California (the “I-5 Self-Storage Property”) with an original and cut-off date principal balance of $23.5 million. The I-5 Self-Storage Loan has a 10-year term and amortizes on a 30-year schedule after an initial 24-month interest only period. The I-5 Self-Storage Loan accrues interest at a fixed rate equal to 4.7700%. Loan proceeds were used to retire existing debt of approximately $15.0 million, pay closing costs of approximately $0.3 million, fund upfront reserves of approximately $0.1 million, and return equity to the sponsor of approximately $8.1 million. Based on the appraised value of approximately $33.9 million as of October 21, 2015, the cut-off date LTV ratio is 69.4% and the remaining implied equity is approximately $10.4 million. The most recent prior financing of the I-5 Self-Storage Property was not included in a securitization.

Sources and Uses
Sources	Proceeds	% of Total		Uses	Proceeds	% of Total
Loan Amount	$23,500,000	100.0	%	Loan Payoff	$14,994,314	63.8	%
				Closing Costs	$257,452	1.1	%
				Reserves	$114,210	0.5	%
				Return of Equity	$8,134,024	34.6	%
Total Sources	$23,500,000	100.0	%	Total Uses	$23,500,000	100.0	%

The Borrower / Sponsor. The borrower, I-5 Self Storage, LLC, is a single purpose California limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure. The sponsor of the borrower and the nonrecourse carve-out guarantor is Marianne J. Moy. Marianne J. Moy is the president of both Golden Horizon Realty and Oaks Property Management and has been active in real estate investments and property management over the past four decades. Her real estate portfolio consists of 30 retail, multifamily, industrial and residential properties valued at approximately $423.3 million.

The Property. The I-5 Self-Storage Property contains 176,023 sq. ft. within two, one-story and five, two-story self-storage buildings located in Tustin, Orange County, California. The property also includes a management office building and a 5,000 sq. ft. free-standing industrial building. The sponsor purchased the property in 2004 when the use was industrial, and in 2009 re-developed the existing improvements and constructed additional self-storage buildings to develop the I-5 Self-Storage Property. The property contains 1,556 storage units, comprised of 1,489 interior units and 67 units with exterior access. The I-5 Self-Storage Property also contains 79 open parking spaces, comprised of 60 RV parking spaces and 19 vehicle parking spaces. Property amenities include 24-hour surveillance cameras, individual alarms, individual locks, keypad entry, on-site management, conference room and private work spaces, and children’s play area.

The I-5 Self-Storage Property is located in Tustin, Orange County, California, approximately 34 miles southeast of Los Angeles, in an established in-fill area containing a mix of commercial and residential uses. The property has high visibility due to its location immediately adjacent to the south of Interstate 5, which has a traffic count of 316,000 vehicles per day. Access ramps to Interstate 5 are located roughly one-half mile south along Jamboree Road and one-quarter mile north along Tustin Ranch Road. Interstate 5 connects with the 405 Freeway to the south and the 55, 57, 22, and 91 Freeways to the north. The Tustin Legacy master planned community is located approximately one mile south of the I-5 Self-Storage Property, which contains over 2,430 residential units and the District at Tustin Legacy, a 1.0 million sq. ft. lifestyle center containing restaurants and retailers including Whole Foods Market, Costco, Target, and Lowe’s. Planned projects within the Tustin Legacy master development include additional residential homes, approximately 7.0 million sq. ft. of commercial space, educational facilities, and additional infrastructure.

Orange County Great Park, located on the former site of the Marine Corps Air Station El Toro, approximately 8.3 miles southeast of the I-5 Self-Storage Property, is experiencing further development of 688 acres of parkland. Planned development at Orange County Great Park includes a 175-acre sports park, an 188-acre golf course, and construction of 4,606 homes within the existing adjacent Great Park Neighborhoods development. As part of the further development, Flying Bull V storage facility, which contained 2,800 vehicle spaces, closed in January 2016. This decrease of RV supply in the market has increased demand for RV storage at the I-5 Self-Storage Property.

A-3-76

2631 Michelle Drive
Tustin, CA 92780 Collateral Asset Summary – Loan No. 9
I-5 Self-Storage Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield: $23,500,000
69.4%
1.30x
8.2%

A summary of the unit mix at the I-5 Self-Storage Property is presented in the table below.

Unit Mix(1)
Unit Type	# of Units	% of Total (Sq. Ft.)	Occupied Units	Occupancy (Sq. Ft.)	Average Monthly Rent Per Unit	Average Monthly Rent PSF
3 X 5	1	0.01%	1	100.0%	$39.00	$2.60
4 X 5	3	0.03%	0	0.0%	NAP	NAP
5 X 5	271	3.85%	184	67.9%	$66.52	$2.66
6 X 5	5	0.09%	1	20.0%	$81.00	$2.70
5 X 7	5	0.10%	5	100.0%	$82.00	$2.25
5 X 7.5	7	0.15%	3	42.9%	$82.33	$2.20
4 X 10	4	0.09%	0	0.0%	NAP	NAP
5 X 9	4	0.10%	2	50.0%	$104.00	$2.31
5 X 10	230	6.57%	171	74.3%	$108.99	$2.18
Subtotal (15 to 50 sq. ft.)	530	11.0%	367	70.4%	$86.82	$2.35
5 X 11	3	0.09%	0	0.0%	NAP	NAP
5 X 12	1	0.03%	0	0.0%	NAP	NAP
6 X 10	41	1.40%	18	43.9%	$125.70	$2.10
5 X 14	2	0.08%	2	100.0%	$142.50	$2.04
7 X 10	122	5.12%	76	62.3%	$135.45	$1.83
8 X 9	1	0.04%	0	0.0%	NAP	NAP
5 X 15	2	0.09%	1	50.0%	$148.00	$2.00
7 X 11	2	0.09%	0	0.0%	NAP	NAP
8 X 10	24	1.12%	12	50.0%	$160.74	$1.97
9 X 10	35	1.79%	13	37.1%	$148.14	$1.65
7 X 13	1	0.05%	0	0.0%	NAP	NAP
10 X 10	412	23.41%	351	85.2%	$165.46	$1.65
7 X 15	1	0.06%	0	0.0%	NAP	NAP
10 X 11	11	0.69%	3	27.3%	$176.17	$1.60
8 X 15	2	0.14%	0	0.0%	NAP	NAP
12 X 10	1	0.07%	1	100.0%	$198.00	$1.65
Subtotal (55 to 120 sq. ft.)	661	34.3%	477	74.0%	$158.59	$1.69
10 X 13.5	2	0.15%	1	50.0%	$169.50	$1.26
10 X 14	19	1.51%	11	57.9%	$212.55	$1.52
10 X 15	139	11.85%	125	89.9%	$242.44	$1.62
11 X 14	2	0.17%	0	0.0%	NAP	NAP
9 X 20	1	0.10%	0	0.0%	NAP	NAP
10 X 18	1	0.10%	0	0.0%	NAP	NAP
10 X 19	3	0.32%	1	33.3%	$296.00	$1.56
10 X 20	78	8.86%	69	88.5%	$285.40	$1.43
11 X 20	3	0.37%	2	66.7%	$282.00	$1.28
10 X 24	6	0.82%	6	100.0%	$355.50	$1.48
10 X 25	34	4.83%	32	94.1%	$359.24	$1.44
29 X 10	1	0.16%	1	100.0%	$258.00	$0.89
20 X 15	2	0.34%	2	100.0%	$386.50	$1.29
30 X 10	4	0.68%	3	75.0%	$348.00	$1.16
Subtotal (135 to 300 sq. ft.)	295	30.3%	253	86.5%	$273.00	$1.50
40 X 10	1	0.23%	0	0.0%	NAP	NAP
30 X 15	1	0.26%	1	100.0%	$512.00	$1.14
14 X 38	11	3.32%	11	100.0%	$608.64	$1.14
16 X 38	1	0.35%	1	100.0%	$745.00	$1.23
14 X 45	54	19.33%	53	98.1%	$801.45	$1.27
18 X 45	1	0.46%	1	100.0%	$0.00	$0.00
30 X 30	1	0.51%	1	100.0%	$0.00	$0.00
Subtotal (400 to 900 sq. ft.)	70	24.5%	68	97.6%	$741.60	$1.20
Total / Wtd. Average:	1,556	100.0%	1,165	83.1%	$194.86	$1.55

(1) Based on the rent roll dated December 31, 2015.

A-3-77

2631 Michelle Drive
Tustin, CA 92780 Collateral Asset Summary – Loan No. 9
I-5 Self-Storage Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield: $23,500,000
69.4%
1.30x
8.2%

Environmental Matters. The Phase I environmental report dated October 29, 2015 recommended no further actions, except for the continued implementation and enforcement of a land use covenant, which prohibits the land from being used for residential, food production, or school purposes, and any annual inspection deemed necessary due to subsurface contamination from an electronic circuit board manufacturing facility, which was formerly located at the I-5 Self-Storage Property and closed in 2001.

The Market. The U.S. self-storage market totals approximately 51,475 self-storage facilities containing approximately 2.6 billion sq. ft. as of 2014. The four customer base self-storage categories are residential, commercial, student, and military. As of 2013 the national mix of tenants was comprised of 69.0% residential, 17.0% commercial, 7.0% military, and 6.0% student. The tenant mix in the western region of the U.S. during the same period was comprised of 62.9% residential, 22.1% commercial, 7.4% military, and 7.6% student. At the I-5 Self-Storage Property, residential demand represents 65.0% of total demand, commercial demand represents 25.0% of the total demand, and students and military each represent 5.0% of the total demand. The average rental period for a self-storage tenant in the western region is 18.2 months, while the average rental period at the I-5 Self-Storage Property is approximately 6 months.

The population and average household income within a 3-mile radius of the I-5 Self-Storage Property in 2015 were 198,842 and $116,181, respectively. Annual population growth from 2015-2020 within a 3-mile radius of the property is projected to be 1.2%.

The appraisal determined a competitive set of four self-storage properties in the Irvine and Tustin submarket, presented below.

Competitive Set(1)
Name	I-5 Self-Storage Property	AAA Storage	Extra Space Storage	Tustin Gateway Self Storage	Public Storage
Property Address	2631 Michelle Drive Tustin, CA	2681 Walnut Avenue, Tustin, CA	3125 Warner Irvine, CA	1671 Edinger Ave Tustin, CA	14861 Franklin Avenue Tustin, CA
Year Built / Renovated	2009	2001	1998	2006	1978
Total Occupancy	83.1%(2)	95.0%	95.0%	98.0%	NAV
Size (Sq. Ft.)(3)	176,023(2)	50,147	96,889	53,370	74,950
Number of Units	1,556(2)	812	1,212	536	557
		5 X 5 - $76 5 X 10 - $112 5 X 10 - $102 8 X 10 - $137 8 X 10 - $130	5 X 5 - $55 5 X 6 - $67 5 X 8 - $77 5 X 10 - $77 5 X12 - $86	5 X 7 - $95	5 X 5 - $55 5 X 10 - $106
Monthly Rent	$194.86(2)	10 X 10 - $187 10 X 10 - $159 10 X 12 - $179 8 X 15 - $230 10 X 15 - $257 10 X 20 - $312	8 X 10 - $130 10 X 10 - $137 10 X 12 - $162 10 X 15 - $198 10 X 20 - $267 10 X 25 - $345 15 X 20 - $361	10 X 10 - $161 10 X 15 - $216 10 X 17 - $227	10 X 10 - $176 10 X 15 - $237 10 X 20 - $256

(1) Source: Appraisal.

(2) Based on the rent roll dated December 31, 2015.

(3) Size (Sq. Ft.) for the competitive set was obtained from an industry report.

A-3-78

2631 Michelle Drive
Tustin, CA 92780 Collateral Asset Summary – Loan No. 9
I-5 Self-Storage Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield: $23,500,000
69.4%
1.30x
8.2%

Cash Flow Analysis.

Cash Flow Analysis
	2012	2013	2014	2015	U/W	U/W PSF
Gross Potential Rent	$1,354,709	$1,666,701	$2,022,119	$2,479,720	$3,336,324	$18.95
Total Parking Income	0	0	0	0	198,924	1.13
Total Other Income	102,286	117,739	142,768	154,729	154,729	0.88
Less: Concessions	0	0	0	0	(667,265)	(3.79)
Less: Vacancy(1)	0	0	0	0	(334,086)	(1.90)
Effective Gross Income	$1,456,995	$1,784,441	$2,164,887	$2,634,448	$2,688,626	$15.27
Total Operating Expenses	538,275	586,776	699,761	757,645	759,948	4.32
Net Operating Income	$918,720	$1,197,665	$1,465,126	$1,876,803	$1,928,679	$10.96
Capital Expenditures	5,296	0	0	9,140	17,602	0.10
Net Cash Flow	$913,424	$1,197,665	$1,465,126	$1,867,663	$1,911,076	$10.86

(1) U/W Vacancy represents 10.0% of gross income. As of December 31, 2015, the property was 74.9% occupied on a per unit basis and 83.1% occupied on a PSF basis.

Property Management. The I-5 Self-Storage Property is managed by Optivest Properties, LLC. Located in Dana Point, California, Optivest Properties, LLC is a consulting firm specializing in property management, acquisition, image branding, asset financing and project consulting for the self-storage industry. The company manages over 50 properties throughout eight states. Optivest Properties, LLC was formed in 2007, and in 2013 was absorbed into National Storage Affiliates, a real estate investment trust that currently owns and operates 64 self-storage facilities containing approximately 3.3 million sq. ft.

Lockbox / Cash Management. The I-5 Self-Storage Loan is structured with a springing soft lockbox and springing cash management. Upon a Cash Sweep Event (as defined herein), the borrower and property manager are required to deposit all rents and other revenue into a lockbox account controlled by the lender within one business day of receipt. All funds in the lockbox account are swept daily into the borrower’s operating account unless a Cash Sweep Event is continuing, in which event such funds will be swept into a cash management account and disbursed in accordance with the loan documents.

A “Cash Sweep Event” will commence upon (i) the occurrence of an event of default, (ii) bankruptcy, insolvency, or similar action of the borrower or the property manager or (iii) the debt service coverage ratio falls below 1.15x based on the trailing 3-month period immediately preceding the date of such determination.

Initial Reserves. At origination, the borrower deposited (i) $61,404 into a tax reserve account and (ii) $52,806 into a replacement reserve account.

Ongoing Reserves. On a monthly basis, the borrower is required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $20,468, into a tax reserve account and (ii) $1,467 into a replacement reserve account, subject to a replacement reserve cap equal to $52,806. The borrower is required to deposit 1/12 of the annual insurance premiums into the insurance reserve account if an acceptable blanket policy is no longer in place.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

A-3-79

2631 Michelle Drive
Tustin, CA 92780 Collateral Asset Summary – Loan No. 9
I-5 Self-Storage Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield: $23,500,000
69.4%
1.30x
8.2%

 

A-3-80

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A-3-81

12240 South Beyer Road Birch Run, MI 48415 Collateral Asset Summary – Loan No. 10 Birch Run Premium Outlets Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $20,000,000 59.4% 2.84x 13.0%

A-3-82

12240 South Beyer Road Birch Run, MI 48415 Collateral Asset Summary – Loan No. 10 Birch Run Premium Outlets Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $20,000,000 59.4% 2.84x 13.0%

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Refinance
Sponsor(1):	Simon Property Group, L.P.
Borrower:	Birch Run Outlets II, L.L.C.
Original Balance(2):	$20,000,000
Cut-off Date Balance(2):	$20,000,000
% by Initial UPB:	2.5%
Interest Rate:	4.2090%
Payment Date:	6th of each month
First Payment Date:	March 6, 2016
Maturity Date:	February 6, 2026
Amortization:	Interest Only
Additional Debt(2):	$103,000,000 Pari Passu Debt
Call Protection(3):	L(25), D(88), O(7)
Lockbox / Cash Management:	Hard / Springing

Reserves(4)
	Initial	Monthly
Taxes:	$0	Springing
Insurance:	$0	Springing
Replacement:	$0	Springing
TI/LC:	$0	Springing

Financial Information(5)
Cut-off Date Balance / Sq. Ft.:	$181
Balloon Balance / Sq. Ft.:	$181
Cut-off Date LTV:	59.4%
Balloon LTV:	59.4%
Underwritten NOI DSCR:	3.04x
Underwritten NCF DSCR:	2.84x
Underwritten NOI Debt Yield:	13.0%
Underwritten NCF Debt Yield:	12.1%
Underwritten NOI Debt Yield at Balloon:	13.0%
Underwritten NCF Debt Yield at Balloon:	12.1%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Anchored Retail
Collateral:	Fee Simple
Location:	Birch Run, MI
Year Built / Renovated:	1985 / 1986-1996, 2005, 2013
Total Sq. Ft.:	680,003
Property Management:	Simon Management Associates, LLC
Underwritten NOI:	$15,954,916
Underwritten NCF:	$14,900,410
Appraised Value:	$207,200,000
Appraisal Date:	December 3, 2015
Historical NOI
Most Recent NOI	$16,059,953 (T-12 July 31, 2015)
2014 NOI:	$15,550,208 (December 31, 2014)
2013 NOI:	$14,802,936 (December 31, 2013)
2012 NOI:	$14,481,330 (December 31, 2012)
Historical Occupancy
Most Recent Occupancy:	87.1% (July 31, 2015)
2014 Occupancy:	92.0% (December 31, 2014)
2013 Occupancy:	92.4% (December 31, 2013)
2012 Occupancy:	91.6% (December 31, 2012)

(1) The sponsor is also the sponsor of the mortgage loan identified on Annex A-1 to the Prospectus as Williamsburg Premium Outlets, which has a Cut-off Date Balance of $50.0 million.

(2) The Birch Run Premium Outlets Whole Loan is evidenced by five pari passu notes in the aggregate original principal amount of $123.0 million. The non-controlling Note A-1-A, with an original principal balance of $20.0 million will be included in the COMM 2016-DC2 mortgage trust. The controlling Note A-2, with an original principal balance of $35.0 million, and the non-controlling Notes A-1-B, A-3 and A-4, with an aggregate original principal balance of $68.0 million are expected to be held by GACC or an affiliate and contributed to a future securitization. For additional information on the pari passu companion loans, see “The Loan” herein.

(3) The lockout period will be at least 25 payment dates beginning with and including the first payment date of March 6, 2016. Defeasance of the full $123.0 million Birch Run Premium Outlets Whole Loan is permitted after the date that is the earlier to occur of (i) two years after the closing date of the securitization that includes the last pari passu note to be securitized and (ii) March 6, 2019. The assumed lockout period of 25 payments is based on the expected COMM 2016-DC2 securitization closing date in March 2016. The actual lockout period may be longer.

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

(5) DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate Birch Run Premium Outlets Whole Loan.

A-3-83

12240 South Beyer Road Birch Run, MI 48415 Collateral Asset Summary – Loan No. 10 Birch Run Premium Outlets Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $20,000,000 59.4% 2.84x 13.0%

Tenant Summary
Tenant Mix	Ratings  (Fitch/Moody’s/S&P)(1)	Total Sq. Ft.	% of Total Collateral Sq. Ft.	Lease  Expiration	Annual UW Base Rent PSF	Total Sales   (000s)(2)	Sales PSF(2)	Occupancy Cost(2)
Anchor Tenants
Pottery Barn	NR/NR/NR	30,000	4.4%	1/31/2023	$9.17	$9,241	$308	3.0%
V.F. Factory Outlet	NR/A3/A	23,975	3.5%	12/31/2018	$22.09	$4,781	$199	12.0%
Old Navy	BBB-/Baa2/BBB-	19,589	2.9%	7/31/2017	$16.40	$5,276	$269	10.5%
Subtotal / Wtd. Avg.		73,564	10.8%		$15.31	$19,298	$262	7.3%
Major Tenants (>10,000 sq. ft.)
Nike Factory Store	NR/A1/AA-	12,500	1.8%	1/31/2020	$28.00	$11,572	$926	4.1%
Levi’s Outlet	BB/Ba2/BB	12,398	1.8%	1/31/2020	$0.00	$1,532	$124	0.0%
Polo Ralph Lauren	NR/A2/A	12,024	1.8%	8/31/2020	$15.00	$4,336	$361	5.3%
Gap Outlet	BBB-/Baa2/BBB-	11,875	1.7%	5/31/2021	$23.90	$4,378	$369	9.4%
Lenox	NR/NR/NR	10,410	1.5%	12/31/2016	$15.85	$1,166	$112	14.2%
Reebok/Rockport Outlet	NR/NR/NR	10,316	1.5%	4/30/2018	$22.28	$1,841	$178	20.1%
Hanesbrands	NR/Ba2/BB	10,277	1.5%	4/30/2021	$23.64	$2,180	$212	17.9%
Under Armour	NR/NR/NR	10,011	1.5%	3/31/2025	$58.00	NAP(3)	NAP(3)	NAP(3)
Major Tenants Subtotal / Wtd. Avg.		89,811	13.2%		$22.63	$27,005	$338	8.0%
In-line <10,000 SF		376,115	55.3%		$27.38	$122,099	$364	10.4%
Short Term Lease		43,255	6.4%		$6.36	$1,429	$83	10.8%
Food Court		9,800	1.4%		$29.31	$4,896	$500	7.5%
Total Occupied Collateral		592,545	87.1%		$23.66	$174,727	$339	9.6%
Vacant		87,458	12.9%
Total / Wtd. Avg.		680,003	100.0%

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

(2) Total Sales (000s), Sales PSF and Occupancy Cost are provided by the borrower and represent the trailing 12 months ended July 2015 for tenants that reported sales.

(3) Under Armour annual sales are not available because the tenant’s lease start date was March 2015.

Lease Rollover Schedule(1)
Year	# of Leases Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring	Cumulative Sq. Ft. Expiring	Cumulative  % of Sq. Ft. Expiring	Annual U/W Base Rent PSF(2)	% U/W Base Rent Rolling	Cumulative % of U/W Base Rent
MTM	9	38,619	5.7%	38,619	5.7%	$20.36	5.6%	5.6%
2016	18	90,180	13.3%	128,799	18.9%	$12.82	8.2%	13.9%
2017	17	72,832	10.7%	201,631	29.7%	$24.82	12.9%	26.7%
2018	13	71,174	10.5%	272,805	40.1%	$25.95	13.2%	39.9%
2019	8	21,546	3.2%	294,351	43.3%	$30.75	4.7%	44.6%
2020	11	74,063	10.9%	368,414	54.2%	$23.29	12.3%	56.9%
2021	13	73,067	10.7%	441,481	64.9%	$29.03	15.1%	72.1%
2022	8	43,518	6.4%	484,999	71.3%	$24.33	7.6%	79.6%
2023	4	39,700	5.8%	524,699	77.2%	$13.06	3.7%	83.3%
2024	5	19,005	2.8%	543,704	80.0%	$35.07	4.8%	88.1%
2025	4	24,778	3.6%	568,482	83.6%	$42.36	7.5%	95.6%
2026	4	24,063	3.5%	592,545	87.1%	$25.81	4.4%	100.0%
Thereafter	0	0	0.0%	592,545	87.1%	$0.00	0.0%	100.0%
Vacant	NAP	87,458	12.9%	680,003	100.0%	NAP	NAP
Total / Wtd. Avg.	114	680,003	100.0%			$23.66	100.0%

(1) A number of tenants including certain anchor tenants have lease termination options related to co-tenancy provisions, exclusivity provisions and sales thresholds that may become exercisable prior to the originally stated expiration date of the tenant lease and that are not considered in the lease rollover schedule or the site plan.

A-3-84

12240 South Beyer Road Birch Run, MI 48415 Collateral Asset Summary – Loan No. 10 Birch Run Premium Outlets Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $20,000,000 59.4% 2.84x 13.0%

The Loan. The Birch Run Premium Outlets loan (the “Birch Run Premium Outlets Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a 680,003 sq. ft., outlet center located in Birch Run, Michigan (the “Birch Run Premium Outlets Property”) with an original and cut-off date principal balance of $20.0 million. The Birch Run Premium Outlets Loan is evidenced by the non-controlling Note A-1-A with an original principal balance of $20.0 million, which will be included in the COMM 2016-DC2 mortgage trust. The pari passu controlling Note A-2, with an original principal balance of $35.0 million and the remaining non-controlling pari passu Notes A-1-B, A-3, and A-4, with an aggregate original principal balance of $68.0 million (and, together with the Birch Run Premium Outlets Loan, the “Birch Run Premium Outlets Whole Loan”), will not be included in the trust and are expected to be held by GACC or an affiliate and contributed to a future securitization.

The relationship between the holders of the Birch Run Premium Outlets Whole Loan will be governed by a co-lender agreement as described under “Description of the Mortgage Pool – The Whole Loans – The Birch Run Premium Outlets Whole Loan” in the Prospectus.

Whole Loan Summary
	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
Note A-1-A	$20,000,000	$20,000,000	COMM 2016-DC2	No
Note A-1-B	$20,000,000	$20,000,000	GACC	No
Note A-2	$35,000,000	$35,000,000	GACC	Yes
Note A-3	$30,000,000	$30,000,000	GACC	No
Note A-4	$18,000,000	$18,000,000	GACC	No
Total	$123,000,000	$123,000,000

The Birch Run Premium Outlets Whole Loan has a 10-year term and pays interest only for the term of the loan. The Birch Run Premium Outlets Whole Loan accrues interest at a fixed rate equal to 4.2090%. Loan proceedswere used to retire existing debt of approximately $101.0 million, pay closing costs of approximately $0.8 million and return approximately $21.2 million of equity to the sponsor. Based on the “As-is” appraised value of $207.2 million as of December 3, 2015, the cut-off date LTV is 59.4%. The most recent prior financing of the Birch Run Premium Outlets Property was included in the WBCMT 2006-C26, WBCMT 2006-C27 and RREF 2007-1A securitizations.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$123,000,000	100.0%	Loan Payoff	$100,976,785	82.1%
			Closing Costs	$828,370	0.7%
			Return of Equity	$21,194,846	17.2%
Total Sources	$123,000,000	100.0%	Total Uses	$123,000,000	100.0%

The Borrower / Sponsor.    The borrower is Birch Run Outlets II, L.L.C., a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure. The sponsor of the borrower and nonrecourse carve-out guarantor is Simon Properties Group, L.P., which is the operating partnership of Simon Property Group, Inc. (“Simon”). Simon is a publicly traded self-administered and self-managed real estate investment trust (NYSE: SPG) focused on retail property ownership and management. Simon (rated NR/A2/A by Fitch/Moodys/S&P respectively) is one of the largest publicly traded owner, operator and developer of retail assets in the United States. As of September 30, 2015, Simon operated 208 income-producing properties in the United States, consisting of 109 malls, 69 outlet centers, 14 mills, three community centers, and 13 other retail properties located in 37 states and Puerto Rico. As of September 2015, Simon had approximately $30.6 billion in assets, which is up 3.8% from approximately $29.5 billion in December 2014. Consolidated net income for the nine months ended September 30, 2015 was approximately $1.5 billion, which is up 25.3% from approximately $1.2 billion for the nine months ended September 30, 2014.

Birch Run Premium Outlets Whole Loan will be recourse to the guarantor pursuant to standard carve-outs, however, the guaranty (which also includes environmental indemnity provisions) provides that the guarantor’s liability may not exceed $24.6 million in the aggregate (20.0% of loan amount), plus all reasonable out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees) incurred by the lender in the enforcement of the guaranty or the preservation of the lender’s rights thereunder.

The Property. The Birch Run Premium Outlets Property consists of a 680,003 sq. ft. open-air outlet center situated on a 92.4 acre site located within Saginaw County and sits in the southwest quadrant of Interstate 75 and Route 54, with direct frontage along I-75. The Birch Run Premium Outlets Property, was developed in 1985, expanded between 1986 and 1996, and renovated in 2005 and 2013. In 2010, the property was acquired by its current sponsor, Simon Property Group, L.P. for approximately $84.3 million ($124 PSF) on an allocated cost basis as a part of its acquisition of Prime Outlets.

A-3-85

12240 South Beyer Road Birch Run, MI 48415 Collateral Asset Summary – Loan No. 10 Birch Run Premium Outlets Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $20,000,000 59.4% 2.84x 13.0%

As of July 31, 2015, the Birch Run Premium Outlets Property was 87.1% leased to a broad mix of approximately 114 national and international brand-name retailers including Old Navy, Pottery Barn, V.F. Factory Outlet, Calvin Klein, Brooks Brothers, Nike Factory Store and J. Crew Factory Store. The property’s tenancy has a weighted average original lease term of 10.5 years and weighted average remaining lease term of 3.7 years. The Birch Run Premium Outlets Property features approximately 4,807 surface parking spaces, which equates to a ratio of 7.1 spaces per 1,000 sq. ft.

For the trailing twelve month period ended July 2015, tenants at the Birch Run Premium Outlets Property reported sales and occupancy cost of approximately $339 PSF and 9.6%, respectively, with sales and occupancy cost for in-line tenants with less than 10,000 sq. ft. reported to be $364 PSF and 10.4%, respectively.

Environmental Matters. The Phase I environmental report dated December 11, 2015 recommended no further action at the Birch Run Premium Outlets Property other than to implement an operations and maintenance plan for asbestos, which is currently in place.

The Market.    The Birch Run Premium Outlets Property is located within the village of Birch Run in Saginaw County, Michigan. The property is located halfway between the larger cities of Flint and Saginaw and serviced by Exit 144 and 136 along Interstate 75. According to a local business association, Exit 136 is the second busiest Exit on I-75 between Miami, Florida and Sault Ste. Marie, Michigan with over eight million visitors annually. In addition to be being home to Birch Run Premium Outlets Property, the local area also includes Birch Run Expo Center, Dixie Motor Speedway, Baja Acres, Candlelite Bowling, Shiawassee National Wildlife Refuge, Cinema Hollywood, Cass River, Historic Bridgeport Bridge over the Cass River and the Bridgeport Historic Village.

Birch Run’s downtown and the Bavarian Village of Frankenmuth have a distinctive variety of retailers. According to the appraisal, more than two million visitors annually shop Frankenmuth’s world-famous Christmas store, Bronner’s CHRISTmas Wonderland, which features 96,000 sq. ft. of holiday lights, decorations and collectibles. The area is home to a number of large antique malls as well, featuring thousands of sq. ft. of vintage treasures.

The primary trade area of the Birch Run Premium Outlets Property is an approximate 25-mile radius. Within the 25-mile radius of the Birch Run Premium Outlets Property, the 2015 average income is $55,860 with a population of 647,503. The Birch Run Premium Outlets Property is the only outlet center within a 40-mile radius. Furthermore, the property is situated along the main transportation route connecting metropolitan Detroit with Northern Michigan, a vacation destination for thousands of metro-Detroiters. Additionally, Birch Run Premium Outlets Property has historically benefitted from an above average proportion of Canadian traffic. Birch Run is located approximately 90 minutes from border crossings in Sarnia and Windsor, Ontario, respectively. Based on shopper intercept daily at guest services, management estimates Canadian traffic is now approximately 15% of the customer base.

The chart below summarizes the Birch Run Premium Outlets Property’s competitive set.

Competitive Set(1)
Name	Birch Run Premium Outlets Property	Great Lakes Crossing	Genesee Valley Center	Fashion Square Mall
Distance from Subject	NAP	43.0 miles	16.0 miles	19.0 miles
Property Type	Anchored Retail	Outlet Center/Value Mega-mall	Super-Regional Center/Mall	Regional Center
Year Built / Renovated	1985 / 1986-1996, 2005, 2013	1998	1970 / 2005	1972 / 2002
Occupancy	87.1%(2)	99.0%	99.0%	98.0%
Size (Sq. Ft.)	680,003(2)	1,400,000	1,365,394	865,233
Anchors / Major Tenants	Pottery Barn, V.F. Factory Outlet, Old Navy(2)	Bass Pro Shops, BB & B, Burlington, TJ Maxx	Barnes & Noble, Burlington Coat Factory, JCPenney, Macy’s, Sears	JCPenney, Sears

(1) Source: Appraisal.

(2) Based on the July 31, 2015 rent roll.

A-3-86

12240 South Beyer Road Birch Run, MI 48415 Collateral Asset Summary – Loan No. 10 Birch Run Premium Outlets Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $20,000,000 59.4% 2.84x 13.0%

Cash Flow Analysis.

Cash Flow Analysis
	2012	2013	2014	T-12 7/31/2015	U/W	U/W PSF
Base Rent(1)	$13,075,676	$13,508,217	$14,068,055	$14,459,413	$14,471,768	$21.28
Value of Vacant Space	0	0	0	0	2,223,787	3.27
Gross Potential Rent	$13,075,676	$13,508,217	$14,068,055	$14,459,413	$16,695,555	$24.55
Total Recoveries	4,568,377	4,865,895	5,233,909	5,445,347	5,497,651	8.08
Total Other Income	1,541,050	1,213,304	1,010,893	935,092	748,037	1.10
Less: Vacancy & Credit Loss(2)	3,554	(37,381)	(13,705)	(27,569)	(1,722,666)	(2.53)
Effective Gross Income	$19,188,657	$19,550,035	$20,299,152	$20,812,283	$21,218,577	$31.20
Total Operating Expenses	4,707,327	4,747,099	4,748,944	4,752,330	5,263,661	7.74
Net Operating Income	$14,481,330	$14,802,936	$15,550,208	$16,059,953	$15,954,916	$23.46
TI/LC	0	0	0	0	850,505	1.25
Capital Expenditures	0	0	0	0	204,001	0.30
Net Cash Flow	$14,481,330	$14,802,936	$15,550,208	$16,059,953	$14,900,410	$21.91

(1) U/W Base Rent includes $342,340 in contractual step rent through November 2016.

(2) U/W Vacancy represents 7.4% of gross potential rent plus total other income, and is based on the submarket vacancy rate as of Q3 2015 of 6.8%. Credit Loss accounts for 0.2% of gross potential rent plus total other income, and is based on the expected bad debt.

Property Management.    The Birch Run Premium Outlets Property is managed by Simon Management Associates, LLC, a sponsor affiliate.

Lockbox / Cash Management.    The Birch Run Premium Outlets Loan is structured with a hard lockbox and springing cash management. The borrower was required to send tenant direction letters to all tenants instructing them to deposit all rents and other payments into the lockbox account controlled by the lender. Provided no Lockbox Event (as defined herein) exists, all funds in the lockbox account are swept weekly (or more frequently if required by borrower) to the borrower’s operating account. Upon the occurrence and during the continuance of a Lockbox Event, amounts on deposit in the clearing account are required to be swept to a cash management account established and maintained by the lender, and applied to payment of all required payments and reserves as set forth in the Birch Run Premium Outlets Loan documents.

A “Lockbox Event” will commence upon the occurrence of (i) an event of default or the bankruptcy of the borrower or the property manager - Simon Management Associates, LLC or (ii) the DSCR based on a trailing four quarter basis falling below 1.10x for two consecutive quarters and will end upon (a) with respect to clause (i), such event of default is cured and (b) with respect to clause (ii), the DSCR based on a trailing four quarter basis is at least 1.10x for two consecutive quarters.

Initial Reserves.    None.

Ongoing Reserves.    During the continuance of a DSCR Reserve Trigger Event (as defined herein) or an event of default, the borrower is required to deposit monthly reserves on each payment date in an amount equal to (i) 1/12 of the estimated annual real estate taxes into a tax reserve account, provided that there is a failure to pay taxes before they are due or the failure to provide evidence that taxes have been paid, (ii) $17,000 into a replacement reserve account, subject to a cap of $408,002 and (iii) $70,875 into the TI/LC reserve account, subject to a cap of $1,701,010. In addition, during an event of default, or if borrower has not provided satisfactory evidence that a reasonably acceptable blanket policy is in place, borrower will be required to deposit 1/12 of the estimated annual insurance premiums into an insurance reserve account.

A “DSCR Reserve Trigger Event” will commence upon the occurrence of the DSCR based on a trailing four quarter basis falling below 1.20x for two consecutive quarters and will end upon the achievement of a DSCR of at least 1.20x for two consecutive quarters, provided no event of default is continuing.

Current Mezzanine or Subordinate Indebtedness.    None.

Future Mezzanine or Subordinate Indebtedness Permitted.    None.

A-3-87

12240 South Beyer Road Birch Run, MI 48415 Collateral Asset Summary – Loan No. 10 Birch Run Premium Outlets Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $20,000,000 59.4% 2.84x 13.0%

A-3-88

12240 South Beyer Road Birch Run, MI 48415 Collateral Asset Summary – Loan No. 10 Birch Run Premium Outlets Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $20,000,000 59.4% 2.84x 13.0%

A-3-89

Various  Santa Monica, CA  Collateral Asset Summary – Loan No. 11  Santa Monica Multifamily Portfolio Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $20,000,000  65.0%  1.28x  6.5% 

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Refinance
Sponsors:	Neil Shekhter; Margot Shekhter; NMS Family Living Trust
Borrowers:	1422 on 6th, LLC; 1422 on 7th, LLC; 1423 on 6th, LLC; 1425 on 6th, LLC; 1428 on 6th, LLC; 1430 on 7th, LLC; 1432 on 7th, LLC; 1522 on 6th, LLC; 1537 on 7th, LLC; NMS 2001 Studio Apartments, LLC; NMS 2029 Studio Apartments, LLC
Original Balance(1):	$20,000,000
Cut-off Date Balance(1):	$20,000,000
% by Initial UPB:	2.5%
Interest Rate:	4.8970%
Payment Date:	6th of each month
First Payment Date:	January 6, 2016
Maturity Date:	December 6, 2025
Amortization:	Interest Only
Additional Debt(1)(2):	$62,450,000 Pari Passu Debt; $5,550,000 Mezzanine Debt
Call Protection(3):	L(27), D(89), O(4)
Lockbox / Cash Management:	Soft / In Place

Reserves
	Initial	Monthly
Taxes:	$213,993	$71,540
Insurance(4):	$0	Springing
Replacement:	$0	$8,313
Required Repairs:	$34,500	NAP

Financial Information(5)
	Mortgage Loan		Total Debt
Cut-off Date Balance / Unit:	$206,642		$220,551
Balloon Balance / Unit:	$206,642		$220,551
Cut-off Date LTV:	65.0%		69.4%
Balloon LTV:	65.0%		69.4%
Underwritten NOI DSCR:	1.31x		1.14x
Underwritten NCF DSCR:	1.28x		1.12x
Underwritten NOI Debt Yield:	6.5%		6.1%
Underwritten NCF Debt Yield:	6.4%		6.0%
Underwritten NOI Debt Yield at Balloon:		6.5%	6.1%
Underwritten NCF Debt Yield at Balloon:		6.4%	6.0%

Property Information
Single Asset / Portfolio:	Portfolio of 11 properties
Property Type:	Mid Rise Multifamily
Collateral:	Fee Simple
Location:	Santa Monica, CA
Year Built / Renovated:	Various / NAP
Total Units:	399
Property Management:	NMS Properties, Inc.
Underwritten NOI:	$5,346,585
Underwritten NCF:	$5,246,835
Appraised Value:	$126,850,000
Appraisal Date:	July 31, 2015
Historical NOI
Most Recent NOI:	$5,427,073 (T-12 August 31, 2015)
2014 NOI:	$4,814,792 (December 31, 2014)
2013 NOI:	$4,475,228 (December 31, 2013)
2012 NOI:	NAV
Historical Occupancy
Most Recent Occupancy:	100.0% (September 2015)
2014 Occupancy:	97.8% (December 31, 2014)
2013 Occupancy:	97.5% (December 31, 2013)
2012 Occupancy:	NAV

(1) The Santa Monica Multifamily Portfolio Whole Loan is evidenced by two pari passu notes in the aggregate original principal amount of $82.45 million. The non-controlling Note A-2, with an original principal balance of $20.0 million, will be included in the COMM 2016-DC2 mortgage trust. The controlling Note A-1, with an original principal balance of $62.45 million, was included in the COMM 2016-CCRE28 mortgage trust.

(2) A $5,550,000 mezzanine loan was funded concurrently with the funding of the Santa Monica Multifamily Portfolio Loan. The mezzanine loan is coterminous with the Santa Monica Multifamily Portfolio Loan, accrues interest at a rate of 10.5000% and is interest only for the entire term.

(3) Any time 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) if a mezzanine loan is outstanding, the DSCR for the remaining Santa Monica Multifamily Portfolio Properties (taking into account the Santa Monica Multifamily Portfolio Whole Loan and the mezzanine loan) is not less than the greater of the DSCR immediately preceding such release and 1.15x, (ii) the LTV for the remaining Santa Monica Multifamily Portfolio Properties (taking into account the Santa Monica Multifamily Portfolio Whole Loan and the mezzanine loan) does not exceed the lesser of the LTV immediately preceding such release and 69.4%, (iii) based solely on the Santa Monica Multifamily Portfolio Whole Loan, the DSCR for the remaining Santa Monica Multifamily Portfolio Properties is not less than the greater of the DSCR immediately preceding such release and 1.30x, and (iv) the borrower partially defeases the Santa Monica Multifamily Portfolio Whole Loan in an amount equal to the greater of the lender’s proportionate share of (as between the Santa Monica Multifamily Portfolio Whole Loan and the mezzanine loan, if a mezzanine loan is outstanding) 125% of the allocated loan amount for the released property or 100% of the net sales proceeds received from the sale of the released property (which in no event may be less than 94% of the gross sales price of such property).

(4) If an acceptable blanket insurance policy is no longer in place, the borrower is required to deposit 1/12 of the annual premiums into the insurance reserve on a monthly basis.

(5) DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate Santa Monica Multifamily Portfolio Whole Loan.

TRANSACTION HIGHLIGHTS

■ Sponsorship. Neil Shekhter has over 25 years experience developing and managing multifamily properties. In 1988, Mr. Shekhter founded NMS Properties, Inc., a privately owned real estate development and management firm 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, including 21 multifamily properties within the City of Santa Monica, with approximately 2,000 apartment units and 320,000 sq. ft. of retail and commercial space. NMS Properties, Inc. also has an additional 2,500 multifamily units and 200,000 sq. ft. of mixed-use space under development.

■ Market. The Santa Monica Multifamily Portfolio is located in the City of Santa Monica which is part of the larger West Los Angeles area. Los Angeles County has a 2015 estimated population of approximately 10.1 million and a median household income of $53,928. As of Q2 2015, the Santa Monica submarket has a low vacancy rate of 3.0% which is stronger than the overall vacancy rate of 3.4% in Los Angeles County. Since 2006, the submarket vacancy has averaged 3.1% and since 2010 has not been greater than 3.3%.

■ Occupancy. The affordable nature of the Santa Monica Multifamily Portfolio properties has contributed to the Santa Monica Multifamily Portfolio’s historic occupancy. The Santa Monica Multifamily Portfolio properties are part of the Affordable Housing Program, which is designed to assist low income families with an income less than 50% of the Housing and Urban Development (“HUD”) determined median family income for Los Angeles County, and are subject to deed restrictions by the City of Santa Monica, which require a mix of very low income, low income and moderate income units to be made available at each property. In addition, 61 of the units across the Santa Monica Multifamily Portfolio are subject to senior age restrictions and 24.1% of tenants receive assistance under HUD’s Section 8 program. As evidenced by the Santa Monica Portfolio Properties’ historic occupancy, Affordable Housing Programs are in demand within the City of Santa Monica. According to the sponsor, the City of Santa Monica Housing Division received over 33,000 applications in 35 hours for the master wait list for all Affordable Housing Programs including the Section 8 Housing Choice Voucher Program. According to self-reported data from applicants, 3,919 of those who applied are Santa Monica residents.

A-3-90

2222 Graycliff Drive  Dallas, TX 75228 Collateral Asset Summary – Loan No. 12  Villas at Tenison Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $19,500,000  73.1%  1.39x  9.2% 

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Refinance
Sponsors:	John J. Griggs, III; Cross K. Moceri
Borrower:	Villas at White Rock, LLC
Original Balance:	$19,500,000
Cut-off Date Balance:	$19,500,000
% by Initial UPB:	2.4%
Interest Rate:	4.6300%
Payment Date:	6th of each month
First Payment Date:	January 6, 2016
Maturity Date:	December 6, 2025
Amortization:	Interest only for first 12 months; 360 months thereafter
Additional Debt(1):	Future Mezzanine Debt Permitted
Call Protection:	L(27), D(88), O(5)
Lockbox / Cash Management(2):	Soft / Springing

Reserves
	Initial	Monthly
Taxes:	$27,836	$27,836
Insurance:	$34,895	$11,632
Replacement(3):	$500,000	Springing
Required Repairs:	$6,600	NAP

Financial Information
Cut-off Date Balance / Unit:	$44,118
Balloon Balance / Unit:	$36,839
Cut-off Date LTV:	73.1%
Balloon LTV:	61.1%
Underwritten NOI DSCR(4):	1.49x
Underwritten NCF DSCR(4):	1.39x
Underwritten NOI Debt Yield:	9.2%
Underwritten NCF Debt Yield:	8.6%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Garden Multifamily
Collateral:	Fee Simple
Location:	Dallas, TX
Year Built / Renovated:	1970, 1975, 1977, 1978 / 2014-2015
Total Units:	442
Property Management:	Centaurus Property Management, LLC
Underwritten NOI:	$1,788,635
Underwritten NCF:	$1,678,135
Appraised Value:	$26,670,000
Appraised Date:	October 16, 2015
Historical NOI(5)
Most Recent NOI:	$1,660,455 (T-12 November 30, 2015)
2014 NOI:	NAV
2013 NOI:	NAV
2012 NOI:	NAV
Historical Occupancy(5)
Most Recent Occupancy:	92.5% (November 17, 2015)
2014 Occupancy:	NAV
2013 Occupancy:	NAV
2012 Occupancy:	NAV

(1) Mezzanine debt is permitted in an amount up to $5,000,000 provided, among other things per the loan documents, (i) the combined LTV is less than or equal to 75.0%, (ii) the combined DSCR is greater than or equal to 1.25x and (iii) the combined Debt Yield is no less than 7.5%.

(2) Cash management will be triggered (i) upon an event of default, (ii) if the DSCR falls below 1.15x until such time that the DSCR is at least 1.20x for two consecutive calendar quarters or (iii) so long as any approved or new mezzanine loan is outstanding.

(3) Beginning on the monthly payment date in January 2017, the borrower will be required to deposit an amount equal to $9,208 into the replacement reserve account.

(4) Based on amortizing payments. Based on the current interest only debt service payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 1.95x and 1.83x, respectively.

(5) The sponsor acquired the property in April 2014; therefore, Historical NOI and Occupancy are not available.

TRANSACTION HIGHLIGHTS

■ Property. Villas at Tenison is a 442 unit Class B multifamily development located in Dallas, Texas. The Villas at Tenison property was constructed in 1970, 1975, 1977 and 1978 and since acquisition in April 2014, the sponsor has completed an approximately $3.75 million ($8,484 per unit) renovation at the Villas at Tenison property. The sponsor has budgeted an additional $500,000 ($1,131 per unit) in capital expenditures which were fully reserved for at loan origination. The Villas at Tenison property is comprised of 62 two-story residential buildings, a single-story laundry/shop building and a single-story club house building. Units range from 1 bedroom/1bathroom to 3 bedroom/2 bathroom units and amenities include electric range/ovens, refrigerators, dishwashers, washer/dryer connections, ceiling fans, fireplaces and outdoor storage areas. Property amenities include two swimming pools, four laundry facilities, a basketball court, three playgrounds, a picnic area and a leasable clubroom. The Villas at Tenison property has 715 parking spaces which equates to a parking ratio of 1.6 spaces per unit.

■ Location/Market. The Villas at Tenison property is located in Dallas, Texas, approximately five miles east of the Dallas CBD within the greater Dallas market and Far East Dallas submarket. According to the appraisal, as of Q2 2015, the Far East Dallas submarket contains 18,469 units, has an average occupancy of 94.6% and average monthly rent of $712 compared to a total of 520,396 units, occupancy of 95.4% and average rent of $982 for the greater Dallas Market. Absorption in the submarket was positive 168 units for the same time period. In place average rent and occupancy for the Villas at Tenison property as of November 17, 2015 are $714 per unit and 92.5%, respectively. According to the appraisal, there are no new apartment projects currently planned or proposed proximate to Villas at Tenison.

■ Sponsor. John J. Griggs, III and Cross K. Moceri are the sponsors of the borrower and the non-recourse carveout guarantors. Mr. Griggs and Mr. Moceri are both founders and principals of the Presidium Group. The Presidium Group is a real estate investment business, asset management company and real estate energy consulting firm founded in 2002.

A-3-91

6824 Laurel Bowie Road  Bowie, MD 20715  Collateral Asset Summary – Loan No. 13  Bowie Plaza Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $17,726,103  70.9%  1.53x  10.6%

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Acquisition
Sponsor:	Myron D. Vogel
Borrower:	Bowie Realty Associates LLC
Original Balance:	$17,750,000
Cut-off Date Balance:	$17,726,103
% by Initial UPB:	2.2%
Interest Rate:	4.9700%
Payment Date:	6th of each month
First Payment Date:	March 6, 2016
Maturity Date:	February 6, 2026
Amortization:	360 months
Additional Debt:	None
Call Protection:	L(25), D(91), O(4)
Lockbox / Cash Management(1):	Springing Hard / Springing

Reserves
	Initial	Monthly
Taxes:	$121,306	$24,261
Insurance:	$0	$2,508
Replacement(2):	$0	$4,288
TI/LC(3):	$100,000	$17,151
Lease Sweep(4):	$0	Springing
Environmental Reserve(5):	$65,625	NAP

Financial Information
Cut-off Date Balance / Sq. Ft.:	$172
Balloon Balance / Sq. Ft.:	$142
Cut-off Date LTV:	70.9%
Balloon LTV:	58.3%
Underwritten NOI DSCR:	1.65x
Underwritten NCF DSCR:	1.53x
Underwritten NOI Debt Yield:	10.6%
Underwritten NCF Debt Yield:	9.9%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Anchored Retail
Collateral:	Fee Simple
Location:	Bowie, MD
Year Built / Renovated:	1969 / 1995
Total Sq. Ft.:	102,904
Property Management:	Self-managed
Underwritten NOI:	$1,884,071
Underwritten NCF:	$1,748,506
Appraised Value:	$25,000,000
Appraisal Date:	October 15, 2015
Historical NOI
Most Recent NOI:	$1,976,069 (T-12 November 30, 2015)
2014 NOI:	$1,945,001 (December 31, 2014)
2013 NOI:	$1,794,431 (December 31, 2013)
Historical Occupancy
Most Recent Occupancy:	96.1% (December 2, 2015)
2014 Occupancy:	96.1% (December 31, 2014)
2013 Occupancy:	93.8% (December 31, 2013)

(1) A hard lockbox and in place cash management will be triggered upon (i) an event of default, (ii) the failure by the borrower to maintain a debt service coverage ratio of at least 1.15x at the end of any calendar quarter or (iii) the occurrence of a Lease Sweep Period (as defined below).

(2) Replacement reserves are subject to a cap of $350,000.

(3) The borrower will be required to deposit (i) $17,151 on each monthly payment date through and including February 6, 2017; (ii) $8,575 on each monthly payment date from and including March 6, 2017 through and including February 6, 2019; (iii) $6,432 on each monthly payment date on and after March 6, 2019. TI/LC reserves are subject to a cap of $500,000, inclusive of the initial $100,000 deposit.

(4) On each monthly payment date during a Lease Sweep Period, all excess cash flow will be deposited into the lease sweep reserve. A “Lease Sweep Period” will commence upon (i) six months prior to the stated expiration of the CVS lease, (ii) the date CVS is required to give notice of its exercise of a renewal option (if not exercised), (iii) the date the CVS lease is surrendered, cancelled, or terminated prior to its then current expiration date, (iv) the date that CVS discontinues its business, (v) upon a default under the CVS lease or (vi) the occurrence of a bankruptcy or other insolvency proceeding by CVS.

(5) The initial deposit into the environmental reserve represents 125% of the engineer’s probable cost to remediate the recognized environmental condition at the property and install, operate and maintain a sub slab depressurization system in relation to the environmental condition at the Bowie Plaza Property.

TRANSACTION HIGHLIGHTS

■ Property/Location. The Bowie Plaza property is a neighborhood retail center anchored by CVS, Dollar General and Fitness 4 Less in Bowie, Maryland, within northern Prince George’s county. The property is located along Laurel Bowie Road at the signalized intersection with Old Chapel Road and has a traffic count of over 28,300 vehicles per day. The property is approximately 20 miles east of the Washington, D.C. central business district and approximately 17 miles west of the City of Annapolis. The 2015 population and average household income within a 3-mile radius of the property are 49,895 and $131,982, respectively.

■ Tenancy. The Bowie Plaza property is currently 96.1% occupied by 28 tenants. Approximately 46.4% of tenants have been at the property for over 10 years, with 21.4% of tenants in occupancy for over 20 years. Credit tenants make up 42.8% of the U/W base rent and include CVS (14.6% of NRA; 18.5% of U/W Base Rent; rated Baa1/BBB+ by Moody’s/S&P), which has been at the property since its construction in 1969 and recently signed an early extension of its lease through 2025 with an additional five-year extension option. Additional credit tenants include The Sherwin-Williams Company d/b/a Duron Paints and Wallcoverings (4.1% of NRA; 5.1% of U/W Base Rent; rated A-/A2/A by Fitch/Moody’s/S&P), which has been at the property since 1987, Dollar General (9.1% of NRA; 6.0% of U/W Base Rent; rated Baa3/BBB by Moody’s/S&P), which has been at the property since 2010 and has two, five-year renewal options and M&T Bank (3.4% of NRA; 14.0% of U/W Base Rent; rated A/A3/A- by Fitch/Moody’s/S&P), which has been at the property since 2008. Additional national tenants include Dunkin’ Donuts, Little Caesar’s Pizza, OneMain Financial (wholly owned subsidiary of Citigroup) and Burger King.

■ Sponsor Equity. At loan closing, the sponsor contributed over $7.4 million in equity to finance the acquisition of the Bowie Plaza property.

A-3-92

1200 Barbara Jordan Boulevard,
Building 4 Austin, TX 78723 Collateral Asset Summary – Loan No. 14  Residence Inn Austin Cut-off Date Balance:  Cut-off Date LTV:  U/W NCF DSCR:  U/W NOI Debt Yield:  $16,575,000  60.3%  2.05x  13.8% 

Mortgage Loan Information
Loan Seller:	KeyBank
Loan Purpose:	Acquisition
Sponsors:	Brett C. Moody;  Moody National REIT II, Inc.
Borrower:	Moody National Lancaster-Austin Holding, LLC
Original Balance:	$16,575,000
Cut-off Date Balance:	$16,575,000
% by Initial UPB:	2.1%
Interest Rate:	4.5800%
Payment Date:	1st of each month
First Payment Date:	December 1, 2015
Maturity Date:	November 1, 2025
Amortization:	Interest only for the first 36 months; 360 months thereafter
Additional Debt:	None
Call Protection:	L(28), D(88), O(4)
Lockbox / Cash Management(1):	Springing Hard / Springing

Reserves
	Initial	Monthly
Taxes:	$218,042	$21,804
Insurance(2):	$0	Springing
FF&E(3):	$16,759	1/12 of 4.0% of gross income
Free Rent :	$14,720	NAP
Specified Tenant(4):	$0	Springing

Financial Information
Cut-off Date Balance / Room:	$147,991
Balloon Balance / Room:	$129,783
Cut-off Date LTV:	60.3%
Balloon LTV:	52.9%
Underwritten NOI DSCR(5):	2.24x
Underwritten NCF DSCR(5):	2.05x
Underwritten NOI Debt Yield:	13.8%
Underwritten NCF Debt Yield:	12.6%

Property Information
Single Asset / Portfolio:		Single Asset
Property Type:		Extended Stay Hospitality
Collateral:		Fee Simple
Location:		Austin, TX
Year Built / Renovated:		2014 / NAP
Total Rooms:		112
Property Management:		Moody National Hospitality Management,  LLC
Underwritten NOI:		$2,282,550
Underwritten NCF:		$2,081,445
Appraised Value:		$27,500,000
Appraisal Date:		July 29,2015
Historical NOI(6)
Most Recent NOI:	$2,578,623 (December 31, 2015)
2014 NOI:	$1,669,630 (December 31, 2014)
2013 NOI:	NAP
2012 NOI:	NAP
Historical Occupancy(6)
Most Recent Occupancy:	77.1% (December 31,2015)
2014 Occupancy:	72.5% (December 31, 2014)
2013 Occupancy:	NAP
2012 Occupancy:	NAP

(1) Cash management will be triggered upon (i) event of default, (ii) bankruptcy action of the borrower, master tenant, principal or manager, or (iii) the DSCR on a trailing twelve month basis falling below 1.20x until such time as the DSCR is at least 1.25x on a trailing 3-month basis for two consecutive quarters.

(2) If an acceptable blanket insurance policy is no longer in place, the borrower is required to deposit 1/12 of the annual premiums into the insurance reserve on a monthly basis.

(3) The borrower is required to deposit with the lender the greater of (i) 1/12 of 4.0% of the greater of (a) the prior year’s gross income from operations and (b) the replacement expenditures projected in the approved annual budget for the following year and (ii) any amount required under the management agreement and franchise agreement.

(4) The seller of the Residence Inn Austin property deposited $1.2 million with an escrow agent to be utilized to obtain LEED Certification for the property and pay the tenant improvement obligations to Gino’s and Tiff’s Treats. If any funds remain in escrow on April 15, 2016, such funds are required to be deposited into the Specified Tenant Reserve.

(5) Based on amortizing debt service payments. Based on the current interest only debt service payments, the Underwritten NOI DSCR and UW NCF DSCR are 2.97x and 2.70x, respectively.

(6) The property was built in 2014. Therefore, Historical NOI and Historical Occupancy in 2013 and 2012 are not available.

TRANSACTION HIGHLIGHTS 

■ Property. Residence Inn Austin is a newly constructed four-story, 112-room extended-stay, Marriott flagged hotel, operating under the Residence Inn brand. The franchise agreement with Marriott International, Inc. expires January 14, 2034. The hotel features all basic services for an extended-stay hotel, and offers amenities including complimentary Wi-Fi access, complimentary hot breakfast, fitness center, outdoor swimming pool, business center, 541 sq. ft. of meeting space, convenience market, guest laundry, a bakery, a restaurant, and grocery shopping service.

■ Location. The property is located one block east of Interstate 35 in the northwest corner of the Mueller Community, a 700-acre mixed-use development in Austin, Texas. Immediately to the southeast of the Residence Inn Austin property is the Dell Children’s Medical Center and University of Texas’ Dell Pediatric Research Institute. Also located within the Mueller Community is a 400,000 sq. ft. retail center, 150,000 sq. ft. of medical office space, and residential development containing approximately 1,900 homes. Approved plans for the development include over 3.5 million sq. ft. of commercial office development. Additional demand drivers include the University of Texas and downtown Austin located approximately two and three miles south of the Residence Inn Austin property, respectively.

■ Performance. During the trailing twelve month period ending December 31, 2015, the Residence Inn Austin had an occupancy, ADR, and RevPAR of 77.1%, $163.07, and $125.79, respectively, up from the trailing twelve month period ending December 2014 of 72.5%, $135.49 and $98.19, respectively. According to a market research report for the trailing twelve month period ending December 31, 2015, the Residence Inn Austin outperforms its competitive set with reported occupancy, ADR, and RevPAR penetration levels of 102.8%, 125.1% and 128.6%, respectively.

■ Sponsor Equity. The sponsors invested approximately $9.2 million in equity to acquire the Residence Inn Austin property for $25.5 million.

A-3-93

645 North Town East Boulevard Mesquite, TX 75150 Collateral Asset Summary – Loan No. 15 Alexis at Town East Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $16,000,000 64.9% 1.32x 8.9%

Mortgage Loan Information
Loan Seller:	JLC
Loan Purpose:	Refinance
Sponsors(1):	Various
Borrowers(2):	Various
Original Balance:	$16,000,000
Cut-off Date Balance:	$16,000,000
% by Initial UPB:	2.0%
Interest Rate:	4.9470%
Payment Date:	6th of each month
First Payment Date:	March 6, 2016
Maturity Date:	February 6, 2026
Amortization:	Interest only for first 36 months, 360 thereafter
Additional Debt:	None
Call Protection:	L(25), D(91), O(4)
Lockbox / Cash Management(3):	Soft / Springing

Reserves
	Initial	Monthly
Taxes:	$90,000	$50,000
Insurance:	$18,500	$6,200
Replacement:	$0	$5,600
Liquidity Reserve(4):	$100,000	NAP

Financial Information
Cut-off Date Balance / Unit:	$71,429
Balloon Balance / Unit:	$63,154
Cut-off Date LTV:	64.9%
Balloon LTV:	57.3%
Underwritten NOI DSCR(5):	1.39x
Underwritten NCF DSCR(5):	1.32x
Underwritten NOI Debt Yield:	8.9%
Underwritten NCF Debt Yield:	8.5%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Garden Multifamily
Collateral:	Fee Simple
Location:	Mesquite, TX
Year Built / Renovated:	2002 / NAP
Total Units:	224
Property Management:	National Asset Services, Inc.
Underwritten NOI:	$1,423,542
Underwritten NCF:	$1,356,342
Appraised Value:	$24,670,000
Appraisal Date:	December 4, 2015
Historical NOI
Most Recent NOI:	$1,495,178 (T-12 November 30, 2015)
2014 NOI:	$1,471,068  (December 31, 2014)
2013 NOI:	$1,395,546  (December 31, 2013)
2012 NOI:	$1,407,961  (December 31, 2012)
Historical Occupancy
Most Recent Occupancy:	96.0% (December 15, 2015)
2014 Occupancy:	97.0% (December 31, 2014)
2013 Occupancy:	95.0% (December 31, 2013)
2012 Occupancy:	96.0% (December 31, 2012)

(1) Jeffrey Clark, Robert D. Gomes and Karen E. Kennedy are liable on a joint and several basis for all non-recourse carveouts. In addition, there are eleven other non-recourse carveout guarantors with recourse for acts of their related tenant-in-common borrowers.

(2) SCI Mesquite Fund 1, LLC; SCI Mesquite Fund 2, LLC; SCI Mesquite Fund 3, LLC; SCI Mesquite Fund 4, LLC; SCI Mesquite Fund 5, LLC; SCI Mesquite Fund 7, LLC; SCI Mesquite Fund 8, LLC; SCI Mesquite Fund 9, LLC; SCI Mesquite Fund 10, LLC; SCI Mesquite Fund 12, LLC; SCI Mesquite Fund 13, LLC; SCI Mesquite Fund 16, LLC; SCI Mesquite Fund 17, LLC; NASREI Town East, LLC, each a tenant–in-common borrower.

(3) A cash management period and hard lockbox will be triggered (i) upon the commencement of an event of default, (ii) when the debt yield is less than 7.50% or (iii) upon the commencement of a Liquidity Sweep Period, which will commence on the date that the balance on deposit in the liquidity reserve subaccount is less than $100,000.

(4) The liquidity reserve will be utilized to pay for shortfalls in any lender approved operating expenses.

(5) Based on amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 1.77x and 1.69x, respectively.

TRANSACTION HIGHLIGHTS

■ Property.     Alexis at Town East is a 224 unit garden apartment complex located on a 13.9 acre site. The development consists of 10 three-story buildings and one, two-story building with an average unit size of 995 sq. ft., and 454 surface parking spaces. Alexis at Town East’s unit mix is comprised of 96 1-bedroom/1-bathroom units, 96 2-bedroom/2-bathroom units and 32 3-bedroom/2-bathroom units. Property amenities include a resort-style swimming pool, business center with conference room, a 24-hour fitness center, picnic area with gas grills, two playgrounds and a leasable clubroom.

■ Management.     The property is managed by National Asset Services, Inc., which has a sub-management agreement with a professional third party management company, JMG Realty, Inc. (“JMG”). JMG currently manages 71 multifamily properties across 12 states, including 13 multifamily properties located in Texas (inclusive of the property).

■ Market.     The property is located in a mature residential neighborhood in Mesquite, TX, approximately 11 miles east of the Dallas central business district. As of 4Q 2015, the overall Mesquite/Seagoville multifamily submarket is comprised of 10,377 units and had a reported average occupancy of 98.1%, while the weighted average occupancy of five rental comparables identified by the appraisal was 94.2%.

■ Capital Improvements.     The sponsors have invested approximately $930,000 ($4,152 per unit) in capital improvements since 2006, with approximately $459,000 attributable to interior elements and approximately $140,000 attributable to exterior walls and roofing.

A-3-94

1650 Richmond Avenue Staten Island, NY 10314 Collateral Asset Summary – Loan No. 16  Coral Island Shopping Center Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $13,514,000 68.6% 1.25x 8.2%

Mortgage Loan Information
Loan Seller:	KeyBank
Loan Purpose:	Refinance
Sponsor:	Stanley Werb
Borrower:	SI (Coral Island) WWP, LLC
Original Balance:	$13,514,000
Cut-off Date Balance:	$13,514,000
% by Initial UPB:	1.7%
Interest Rate:	4.6900%
Payment Date:	1st of each month
First Payment Date:	January 1, 2016
Maturity Date:	December 1, 2025
Amortization:	Interest only for first 48 months; 360 months thereafter
Additional Debt:	None
Call Protection:	L(27), D(89), O(4)
Lockbox / Cash Management(1):	Springing Soft / Springing

Reserves
	Initial	Monthly
Taxes:	$0	$38,504
Insurance(2):	$0	Springing
Replacement:	$70,000	$750
TI/LC(3):	$100,000	$3,525
Rent Concession:	$16,874	NAP
Outstanding TILC:	$220,280	NAP
Major Tenant(4):	$0	Springing

Financial Information
Cut-off Date Balance / Sq. Ft.:	$297
Balloon Balance / Sq. Ft.:	$267
Cut-off Date LTV:	68.6%
Balloon LTV:	61.7%
Underwritten NOI DSCR(5):	1.32x
Underwritten NCF DSCR(5):	1.25x
Underwritten NOI Debt Yield:	8.2%
Underwritten NCF Debt Yield:	7.7%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Anchored Retail
Collateral:	Fee Simple
Location:	Staten Island, NY
Year Built / Renovated:	1960, 1995 / NAP
Total Sq. Ft.:	45,491
Property Management:	Rivercrest Realty Associates, LLC
Underwritten NOI:	$1,112,019
Underwritten NCF:	$1,045,962
Appraised Value:	$19,700,000
Appraisal Date:	October 6, 2015
Historical NOI
Most Recent NOI:	$924,757 (T-12 September 30, 2015)
2014 NOI:	$852,476 (December 31, 2014)
2013 NOI:	$662,679 (December 31, 2013)
2012 NOI:	$837,115 (December 31, 2012)
Historical Occupancy
Most Recent Occupancy:	94.1% (November 18, 2015)
2014 Occupancy:	85.6% (December 31, 2014)
2013 Occupancy:	85.5% (December 31, 2013)
2012 Occupancy:	81.4% (December 31, 2012)

(1) A soft lockbox and in place cash management will be triggered upon (i) an event of default, (ii) any bankruptcy action of the borrower or property manager, (iii) the DSCR on a trailing three month basis falling below 1.10x or (iv) (a) any bankruptcy action of CVS or (b) the date that is six months prior to the expiration date of the CVS lease (“Major Tenant Trigger Event”).

(2) If an acceptable blanket insurance policy is no longer in place, the borrower is required to deposit 1/12 of the annual premiums into the insurance reserve on a monthly basis.

(3) TI/LC reserve is subject to a cap of $170,000.

(4) Upon the occurrence of a Major Tenant Trigger Event, all excess cash flow is required to be deposited into the major tenant reserve.

(5) Based on amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 1.73x and 1.63x, respectively.

TRANSACTION HIGHLIGHTS

■ Location/Market.     The property is located in Staten Island, New York, 16 miles southwest of New York, New York, within the Long Island retail market and the Staten Island submarket. As of Q3 2015, the Staten Island submarket consists of 2,321 buildings with a total of 17.2 million sq. ft. and a vacancy rate of 2.8%. Vacancy within the submarket has stabilized over the last several quarters, having remained at or below 3.0% since Q4 2013. Asking rents within the submarket are $31.99 as of Q3 2015, which represents a 14.0% increase from Q3 2014 asking rents of $28.05. The property is located in an infill location and has good visibility at the intersection of Richmond Avenue and Victory Boulevard, which average 24,928 and 34,319 vehicles per day, respectively.

■ Tenancy.     The property is 94.1% occupied by 26 national and local tenants. National tenants, which make up 26.6% of the NRA, include CVS (rated Baa1/BBB+ by Moody’s/S&P), Dunkin Donuts/Baskin Robbins, State Farm Insurance, and Subway. The property is anchored by CVS which reported sales for 2014 of $935 PSF compared to a reported corporate average of $898 PSF.

■ Sponsor.     Stanley Werb, the sponsor of the loan, has over 40 years of experience in property management and is the managing partner of Rivercrest Realty Associates, LLC and a principal of Rivercrest Realty Investors. Rivercrest Realty Investors is a privately owned and operated commercial real estate company founded in 1967 that has a portfolio of 75 properties, of which 66 are retail properties totaling 4.5 million sq. ft.

A-3-95

1300-1540 River Valley Boulevard Lancaster, OH 43130 Collateral Asset Summary – Loan No. 17  River Valley Plaza  Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $12,112,500 75.0% 1.31x 9.3%

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Acquisition
Sponsor:	David Grunberger
Borrower:	River Valley Plaza LP
Original Balance:	$12,112,500
Cut-off Date Balance:	$12,112,500
% by Initial UPB:	1.5%
Interest Rate:	4.7000%
Payment Date:	6th of each month
First Payment Date:	March 6, 2016
Maturity Date:	February 6, 2026
Amortization:	Interest only for first 36 months; 360 months thereafter
Additional Debt:	None
Call Protection:	L(25), D(91), O(4)
Lockbox / Cash Management(1):	Springing Hard / Springing

Reserves
	Initial	Monthly
Taxes:	$13,311	$13,311
Insurance:	$4,698	$2,349
Replacement(2):	$52,856	Springing
TI/LC(3):	$571,525	Springing
Required Repairs:	$584,024	NAP
Free Rent:	$34,357	NAP
Lease Sweep(4):	$0	Springing

Financial Information
Cut-off Date Balance / Sq. Ft.:	$53
Balloon Balance / Sq. Ft.:	$46
Cut-off Date LTV:	75.0%
Balloon LTV:	65.9%
Underwritten NOI DSCR(5):	1.49x
Underwritten NCF DSCR(5):	1.31x
Underwritten NOI Debt Yield:	9.3%
Underwritten NCF Debt Yield:	8.2%

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

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Anchored Retail
Collateral:	Fee Simple
Location:	Lancaster, OH
Year Built / Renovated:	1989-1994 / NAP
Total Sq. Ft.:	229,142
Property Management:	Hampton Management Inc.
Underwritten NOI:	$1,121,888
Underwritten NCF:	$989,664
Appraised Value:	$16,150,000
Appraisal Date:	December 2, 2015
Historical NOI
Most Recent NOI:	$1,094,403  (T-12 November 30, 2015)
2014 NOI:	$1,049,213  (December 31, 2014)
2013 NOI:	$959,365     (December 31, 2013)
2012 NOI:	$1,099,513  (December 31, 2012)
Historical Occupancy
Most Recent Occupancy:	97.3% (January 8, 2016)
2014 Occupancy:	95.6% (December 31, 2014)
2013 Occupancy:	96.1% (December 31, 2013)
2012 Occupancy:	96.2% (December 31, 2012)

(2) On the first monthly payment date after the balance on deposit in the capital expenditure account falls below $26,428, the borrower is required to deposit $2,202 into the capital expenditure account, subject to a cap of $52,856.

(3) On the first monthly payment date after the balance on deposit in the rollover reserve account falls below $88,000, the borrower is required to deposit $8,816 into the rollover reserve, subject to a cap of $200,000.

(4) On each monthly payment date during a Lease Sweep Period, all excess cash flow is required to be deposited into the lease sweep reserve. A “Lease Sweep Period” will commence (i) six months prior to the expiration of a Lease Sweep Lease (as defined herein) or upon the date the Sweep Tenant (as defined herein) is required to give notice of its exercise of a renewal option (and such renewal has not been so exercised), (ii) upon the early termination, early cancellation or early surrender of a Lease Sweep Lease or upon borrower’s receipt of notice by a Sweep Tenant of its intent to effect an early termination, early cancellation or early surrender of its Lease Sweep Lease, (iii) upon the date the Sweep Tenant discontinues (i.e., “goes dark”) its business at all or substantially all of its premises unless as it relates to Target and TJ Maxx only, the tenant maintains a credit rating of BBB+ or equivalent by any of the rating agencies, (iv) upon a monetary or material nonmonetary default by Sweep Tenant under its lease or (v) upon a bankruptcy or insolvency proceeding of a Sweep Tenant or its parent. A “Lease Sweep Lease” shall mean (i) each of the Target lease, the Hobby Lobby lease, the TJ Maxx lease and (ii) any replacement lease that, either individually, or when taken together with any other lease of the same tenant, covers all or substantially all of the rentable square feet of the space covered by the applicable Lease Sweep Lease. “Sweep Tenant” means any tenant under a Lease Sweep Lease.

(5) Based on amortizing debt service payments. Based on current interest only payments, the Underwritten NOI DSCR and the Underwritten NCF DSCR are 1.94x and 1.71x, respectively.

TRANSACTION HIGHLIGHTS

■ Property. The River Valley Plaza property is a 229,142 sq. ft. community shopping center anchored by Target, Hobby Lobby and TJ Maxx located in Lancaster, Ohio. The improvements consist of two, single story buildings situated on 24.7 acres. The property has 959 surface parking spaces which equates to a ratio of 4.19 spaces per 1,000 sq. ft. Access to the property is provided by North Memorial Drive, State Route 37, and U.S. Route 22. North Memorial Drive is a primary, northwest-southeast commercial four-lane road in the property’s area and is considered Lancaster’s main retail corridor. Within a 3.5 mile stretch from North Memorial’s northwest end to central Lancaster, major land uses include the River Valley Mall, Giant Eagle Supermarket, Kroger,  Big K-anchored center, Wal-Mart Supercenter, Menards,  Meijer, Lowe’s and Kohl’s. River Valley Mall is located adjacent to the property and is anchored by JC Penney, Elder-Beerman, Sears, Dick’s Sporting Goods, Old Navy and a Cinemark 10-screen theater.

■ Tenancy. As of January 8, 2016, the property is 97.3% leased to 11 tenants, with the five largest tenants occupying approximately 89.5% of the net rentable area. The property is anchored by Target (42.3% of NRA; 12.0% of U/W Base Rent; rated A-/A2/A by Fitch/Moody’s/S&P), which has been at the property since 1994, Hobby Lobby (24.7% of NRA; 27.8% of U/W Base Rent), which has been at the property since 2005 and TJ Maxx (13.0% of NRA; 18.3% of U/W Base Rent; rated A2/A+ by Moody’s/S&P), which has been at the property since 2005. The remaining tenants include Dollar Tree, Party City, Famous Footwear, Petland, Subway, a restaurant, a salon, and the U.S. Army Corp. of Engineers Finance Center. Tenants have been in occupancy for an average of 15.0 years and the weighted average remaining lease term at the property is 5.1 years.

■ Capital Expenditures. Over the past 24 months, the sponsor has implemented $1.86 million in capital upgrades and repairs at the property, of which $530,931 remains to be spent and completed. The borrower has deposited $584,024 into the required repairs reserve account to finance the remaining renovation costs currently underway.

A-3-96

Indiana and Missouri Collateral Asset Summary – Loan No. 18 & 19 MVP Parking Crossed Loans⁽¹⁾ Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $11,667,648 52.3% 1.50x 10.5%

Mortgage Loan Information
Loan Seller:	KeyBank
Loan Purpose:	Acquisition
Sponsor:	Michael Shustek
Borrowers:	MVP Indianapolis City Park Garage, LLC; MVP Indianapolis Washington Street Lot, LLC; MVP St. Louis Lucas, LLC; MVP St. Louis Convention Plaza, LLC; MVP KC Cherry Lot, LLC
Original Balance:	$11,690,000
Cut-off Date Balance:	$11,667,648
% by Initial UPB:	1.4%
Interest Rate:	4.5900%
Payment Date:	1st of each month
First Payment Date:	March 1, 2016
Maturity Date:	February 1, 2026
Amortization:	300 months
Additional Debt:	None
Call Protection:	L(25), D(92), O(3)
Lockbox / Cash Management:	Hard / In Place

Reserves
	Initial	Monthly
Taxes:	$75,587	$23,299
Insurance:	$10,130	$2,026
Replacement:	$2,095	$2,095
Tenant Reserve(2):	$0	Springing

Financial Information
Cut-off Date Balance / Sq. Ft.:	$44
Balloon Balance / Sq. Ft.:	$33
Cut-off Date LTV:	52.3%
Balloon LTV:	38.6%
Underwritten NOI DSCR:	1.55x
Underwritten NCF DSCR:	1.50x
Underwritten NOI Debt Yield:	10.5%
Underwritten NCF Debt Yield:	10.1%

(1) The MVP Parking Crossed Loans are comprised of the MVP Indianapolis Parking Portfolio loan and the MVP Missouri Parking Portfolio loan which are cross-collateralized and cross-defaulted with Original Balances of $8,200,000 and $3,490,000, respectively and Cut-off Date Balances of $8,184,321 and $3,483,327, respectively.

Property Information
Single Asset / Portfolio(3):	Two crossed loans
Property Type:	Parking
Collateral:	Fee Simple
Location:	Indiana and Missouri
Year Built / Renovated:	Various / NAP
Total Sq. Ft.:	264,682
Property Management:	Self-managed
Underwritten NOI:	$1,222,696
Underwritten NCF:	$1,179,511
Appraised Value:	$22,320,000
Appraisal Date:	Various
Historical NOI(4)
Most Recent NOI:	NAV
2014 NOI:	NAV
2013 NOI:	NAV
2012 NOI:	NAV
Historical Occupancy(4)
Most Recent Occupancy:	100.0% (March 1, 2016)
2014 Occupancy:	NAV
2013 Occupancy:	NAV
2012 Occupancy:	NAV

(2) Upon (i) any termination or notice of termination of any lease or (ii) the earlier to occur of (x) the date six months prior to any lease expiration or (y) the date notice of any lease extension is due, all excess cash flow is required to be deposited in the tenant reserve account of the applicable crossed loan. In the event a tenant terminates their lease due to a change in law or regulation requiring capital expenditures in excess of $50,000 to legally continue operating as a parking lot, borrower is required to deposit 125% of the amount of capital expenditures within five business days in addition to all excess cash flows to the applicable crossed loan’s tenant reserve account.

(3) The borrowers may release an individual loan from the crossed loans, provided, among other things per the loan documents, (i) no event of default has occurred and is continuing, (ii) (a) in the case of a defeasance, defeasance is permitted and borrower has delivered the release premium equal to the greater of (x) 20% of the outstanding principal balance of the defeased loan or (y) 80% of the sale proceeds of the defeased properties or (b) in the case of a transfer/assumption, a transfer/assumption is permitted and borrower has delivered the transfer premium equal to the greater of (x) 30% of the outstanding principal balance of the transferred/assumed loan or (y) 90% of the sale proceeds of the transferred/assumed properties; (iii) the DSCR of the remaining loan shall be no less than the greater of (a) 1.50x and (b) the combined DSCR of the crossed portfolio immediately prior to the release; (iv) the debt yield of the remaining loan shall be no less than the greater of (a) 10.1% and (b) the combined debt yield of the crossed portfolio immediately prior to the release; and (v) the LTV of the remaining loan shall be no greater than the lesser of (a) 52.4% and (b) the combined LTV of the crossed portfolio immediately prior to the release. Upon receipt of the release or transfer premium, lender may either (i) hold the premium as additional collateral for the remaining loan or (ii) apply the funds to pay down the remaining loan (along with borrower’s payment of the yield maintenance premium).

(4) The MVP Parking Crossed Loans properties were acquired in 2015; therefore, Historical NOI and Historical Occupancy are not available.

TRANSACTION HIGHLIGHTS

■ Properties. The MVP Parking Crossed Loans are secured by five properties located in Indianapolis, Indiana (one parking garage and one surface parking lot totaling 504 spaces and 133,018 sq. ft.), St. Louis, Missouri (two surface parking lots totaling 417 spaces and 105,269 sq. ft.) and Kansas City, Missouri (one surface parking lot with 85 spaces and 26,395 sq. ft.). Each property is located in the CBD of their respective city and benefits from nearby demand drivers such as governmental and commercial office buildings as well as convention centers and entertainment districts.

■ Equity. The sponsor invested approximately $10.4 million in equity to acquire the MVP Parking Crossed Loans properties for approximately $22.0 million.

■ Operators. All five properties are leased and operated by national firms experienced in the parking industry. Tenants under the leases are subsidiaries of ABM Industries (NYSE: ABM), Denison Parking, Inc. and SP Plus Corporation (NASDAQ: SP).

■ Leverage. Based upon the combined appraised value of approximately $22.3 million the Cut-off Date LTV is 52.3%. Furthermore, the four surface lots have a combined appraised land value of approximately $8.9 million resulting in a loan-to-land value ratio of 70.1%.

A-3-97

800 Cypress Gardens Boulevard
Winter Haven, FL  33880 Collateral Asset Summary – Loan No. 20 Southeast Plaza Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $11,626,943 69.6% 1.25x 8.3%

Mortgage Loan Information
Loan Seller:	KeyBank
Loan Purpose:	Refinance
Sponsor:	Victory Real Estate Investments, LLC
Borrower:	Winterhaven Southeast Investors, LLC
Original Balance:	$11,700,000
Cut-off Date Balance:	$11,626,943
% by Initial UPB:	1.4%
Interest Rate:	4.6100%
Payment Date:	1st of each month
First Payment Date:	November 1, 2015
Maturity Date:	October 1, 2025
Amortization:	360 months
Additional Debt:	None
Call Protection:	L(25), YM1(92), O(3)
Lockbox / Cash Management(1):	Springing Hard / Springing

Reserves
	Initial	Monthly
Taxes:	$113,691	$9,474
Insurance:	$56,522	$5,652
Replacement(2):	$1,475	$1,475
TI/LC:	$3,521	$3,521
Jersey Mike’s Rent Concession:	$4,290	NAP
Jersey Mike’s Outstanding TI’s:	$22,800	NAP

Financial Information
Cut-off Date Balance / Sq. Ft.:	$99
Balloon Balance / Sq. Ft.:	$81
Cut-off Date LTV:	69.6%
Balloon LTV:	56.9%
Underwritten NOI DSCR:	1.33x
Underwritten NCF DSCR:	1.25x
Underwritten NOI Debt Yield:	8.3%
Underwritten NCF Debt Yield:	7.8%

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Anchored Retail
Collateral:	Fee Simple
Location:	Winter Haven, FL
Year Built / Renovated:	1964 / 2006
Total Sq. Ft.:	117,926
Property Management:	Victory Commercial Real Estate, Inc.
Underwritten NOI:	$959,797
Underwritten NCF:	$901,220
Appraised Value:	$16,700,000
Appraisal Date:	August 13, 2015
Historical NOI
Most Recent NOI:	$957,220 (T-12 July 31, 2015)
2014 NOI:	$944,959 (December 31, 2014)
2013 NOI:	$875,386 (December 31, 2013)
2012 NOI:	$900,042 (December 31, 2012)
Historical Occupancy
Most Recent Occupancy:	100.0% (December 31, 2015)
2014 Occupancy (3):	81.0% (December 31, 2014)
2013 Occupancy:	91.7% (December 31, 2013)
2012 Occupancy:	88.0% (December 31, 2012)

(1) A hard lockbox and in place cash management will be triggered upon (i) an event of default, (ii) any bankruptcy action of the borrower or property manager or (iii) the DSCR on a trailing three month basis falling below 1.20x.

(2) Replacement reserve is subject to a cap of $88,500.

(3) December 31, 2014 occupancy of 81.0% is due to the departure of Office Depot (19,722 sq. ft.) in December 2014. A lease for the replacement tenant, TJ Maxx (21,822 sq. ft.) was executed in September 2014 and commenced on March 22, 2015 bringing occupancy in April of 2015 to 98.3%.

TRANSACTION HIGHLIGHTS

■ Property. The Southeast Plaza property is a 117,926 sq. ft. anchored retail center located in Winter Haven, Florida on Cypress Gardens Boulevard, approximately 1.0 miles east of U.S. Highway 17 and 6.3 miles west of U.S. Highway 27. The Southeast Plaza property lies within the primary commercial district of Winter Haven and is approximately 2.0 miles northwest of the Legoland Florida Resort. Traffic count on Cypress Gardens Boulevard is 38,500 vehicles per day.

■ Tenancy. As of December 31, 2015, the Southeast Plaza property is 100.0% occupied by 14 national and local tenants, of which eight tenants comprising 62.4% of the NRA have been in occupancy for 13 years or longer. The property is anchored by a Publix supermarket (33.2% of the NRA) which has been in occupancy at the property since the early 1960’s. Publix reported 2014 store sales of approximately $21.7 million ($553 PSF) equating to a 2.5% occupancy cost. Additional anchors include Bealls Outlet Store (23.0% of the NRA) and TJ Maxx (18.6% of the NRA; rated A2/A+ by Moody’s/S&P) and national tenants include Anytime Fitness, Great Clips, Springleaf Financial, H&R Block and Jersey Mike’s. Additionally, a noncollateral outparcel is being developed at the property which will be tenanted by Chipotle and Aspen Dental.

■ Sponsor. The Southeast Plaza loan sponsor, Victory Real Estate Investments, LLC (“Victory”), was founded in 1992. Victory is a real estate operating company located in Columbus, Georgia that develops, constructs, and manages commercial real estate properties primarily in the southeastern United States. As of July 8, 2015, Victory owned 51 properties totaling approximately 3.9 million sq. ft. and reported total assets of $362.7 million.

A-3-98

111 & 119 Colony Crossing Way Madison, MS 39110 Collateral Asset Summary – Loan No. 21 Colony Crossing at Madison Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $10,875,000 75.0% 1.69x 11.9%

Mortgage Loan Information
Loan Seller:	GACC
Loan Purpose:	Acquisition
Sponsors:	Jeffrey A. Bayer; David L. Silverstein; Jon W. Rotenstreich; Blake R. Berg; Mark C. Ibanez
Borrower:	Colony Crossing Property, LLC
Original Balance:	$10,875,000
Cut-off Date Balance:	$10,875,000
% by Initial UPB:	1.3%
Interest Rate:	4.8000%
Payment Date:	6th of each month
First Payment Date:	January 6, 2016
Maturity Date:	December 6, 2022
Amortization:	Interest only for first 28 months, 360 months thereafter
Additional Debt:	None
Call Protection:	L(27), D(44), O(13)
Lockbox / Cash Management(1):	Springing Hard / Springing

Reserves
	Initial	Monthly
Taxes:	$0	$14,217
Insurance(2):	$0	Springing
Replacement(3):	$0	$2,129
TI/LC(4):	$349,028	$8,333
Required Repairs:	$3,000	NAP
OTF Reserve(5):	$47,133	NAP

Financial Information
Cut-off Date Balance / Sq. Ft.:	$140
Balloon Balance / Sq. Ft.:	$130
Cut-off Date LTV(6):	75.0%
Balloon LTV(6):	69.4%
Underwritten NOI DSCR:	1.88x
Underwritten NCF DSCR:	1.69x
Underwritten NOI Debt Yield:	11.9%
Underwritten NCF Debt Yield:	10.7%

(1) A hard lockbox and cash management will be triggered upon (i) an event of default, (ii) the failure by the borrower to maintain a debt service coverage ratio of at least 1.25x at the end of any calendar quarter or (iii) the occurrence of a bankruptcy of the borrower, the sponsor or the property manager.

(2) If an acceptable blanket insurance policy is no longer in place, the borrower is required to deposit 1/12 of the annual premiums into the insurance reserve on a monthly basis.

Property Information
Single Asset / Portfolio:	Single Asset
Property Type:	Shadow Anchored Retail
Collateral:	Fee Simple
Location:	Madison, MS
Year Built / Renovated:	2005 / NAP
Total Sq. Ft.:	77,427
Property Management:	Bayer Properties, L.L.C.
Underwritten NOI:	$1,290,198
Underwritten NCF:	$1,159,571
“As Is” Appraised Value(6):	$14,500,000
“As Is” Appraisal Date:	October 22, 2015
“Upon Stabilization” Appraised Value(6):	$14,900,000
“Upon Stabilization” Appraisal Date:	October 22, 2016
Historical NOI
Most Recent NOI:	$915,863 (T-12  August 31, 2015)
2014 NOI:	$919,517 (T-12  June 30, 2014)
2013 NOI:	$833,598 (T-12  June 30, 2013)
Historical Occupancy
Most Recent Occupancy(7):	89.5% (November 19, 2015)
2014 Occupancy:	85.2% (June 30, 2014)
2013 Occupancy:	75.8% (June 30, 2013)

(3) Replacement reserves are subject to a cap of $76,653.

(4) The upfront TI/LC Reserve is comprised of (i) the initial $100,000 TI/LC reserve deposit, (ii) $225,000 TI Reserve account for outstanding TI obligations under the Orange Theory Fitness lease and (iii) $24,028 for outstanding leasing commissions due in connection with the Orange Theory Fitness lease. The Monthly TI/LC reserve is subject to a cap of $225,000.

(5) The OTF reserve is comprised of (i) $26,933 for the rent commencement reserve under the Orange Theory Fitness lease and (ii) $20,200 into the free rent reserve account for existing rent abatement amounts for monthly payments with respect to the Orange Theory Fitness lease starting April 2016 through June 2016 for free rents.

(6) Cut-off Date LTV, Balloon LTV and “As Is” Appraised Value are based on the value of $14,500,000, “Subject to Hypothetical Condition” that assumes that the lease to Orange Theory Fitness is fully executed as of the effective date of October 22, 2015. The lease was executed on November 12, 2015. The “Upon Stabilization” Appraised Value assumes the stabilized economic occupancy of 92.0% as of October 22, 2016, compared to the 89.5% level in place as of Novermber 19, 2015.

(7) Most Recent Occupancy excludes a newly leased Orange Theory Fitness space (4,040 sq. ft., 5.2% NRA).

TRANSACTION HIGHLIGHTS

■ Property/Location. The Colony Crossing at Madison property is a 77,427 sq. ft. neighborhood retail center, located in Madison, Mississippi, approximately 10 miles north of Jackson CBD. The property, which was developed in 2005, shares its parking lot with non-collateral shadow anchors Kroger and Home Depot and is adjacent to several non-collateral outparcels, including CVS, Wendy’s, Exxon, KFC, Bonefish Grill, and a Hilton Garden Inn, which help drive traffic to the property. Colony Crossing at Madison is situated along the main arterial and benefits from its proximity to Interstate-55 one block east of the property. According to the appraisal, the 2015 average household income within a 3-mile radius of the property was $124,021.

■ Market. The Colony Crossing at Madison property is located within the Jackson retail market and the Madison/Ridgeland submarket. As of Q3 2015, the Madison/Ridgeland submarket consists of 402 buildings with a total of 6.6 million sq. ft. and a vacancy rate of 5.9%. Asking rents within the submarket are $14.57 PSF as of Q3 2015. The appraisal concluded to a weighted average market rent of $18.31 PSF, which is 6.0% above the in-place rent of $17.27 PSF.

■ Tenancy. The Colony Crossing at Madison property is 89.5% leased to a granular roster of 29 tenants as of November 19, 2015. Tenant mix is mainly comprised of restaurants and service providers. The top three tenants constitute 21.1% of the NRA and are comprised of restaurants Georgia Blue Restaurant, Papitos Mexican Restaurant and New Nagoya Restaurant. The remaining tenant roster includes Massage Envy, tanning salon, nail salon, a dentist, a dry cleaners, eye wear boutique, mortgage office and clothing boutiques, among others. The occupancy figure excludes a newly executed lease with Orange Theory Fitness, a fitness studio franchise. The Orange Theory Fitness lease may be terminated by the tenant if (i) the municipality does not issue the proper permits within the contingency period or (ii) the landlord does not turn over the space pursuant to the terms of the lease. According to a tenant representative, the tenant is expected to build out its 4,040 sq. ft. of space (5.2% of NRA) and open for business in May 2016.

■ Sponsor Equity. At loan closing, the sponsors contributed over $4.5 million in equity to finance the acquisition of the Colony Crossing at Madison property.

A-3-99

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ANNEX B

FORM OF REPORT TO CERTIFICATEHOLDERS

B-1

[THIS PAGE IS INTENTIONALLY LEFT BLANK]

	COMM 2016-DC2
	COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
	April 12, 2016

1761 E. St. Andrew Place	Table of Contents
Santa Ana, CA 92705
	Certificate Payment Report		2	Stratification - Mortgage Balances/Rates		17
Website:	Certificate Factor Report		3	Stratification - Amortization Terms		18
https://tss.sfs.db.com/investpublic	Cash Reconciliation		4	Stratification - Geographic Distribution		19
	Other Related Information		5	Stratification - Financial Ratios and Others		20
Associated Files	Pool and Performance Detail		6	Loan Level Detail		21
Supplements	Bond Interest Reconciliation		7	Specially Serviced Loan Detail		22
Pool Periodic	Bond Reconciliation Detail		8	Specially Serviced Loan Comments		23
Bond Periodic	Current Ratings		9	Appraisal Reduction Detail		24
Loan Periodic	Performance History		10	Appraisal Reduction Comments		25
Loan Setup	Delinquency Detail		11	Modifications/Extensions Detail/Description		26
Governing Documents	Payoff History		12	Material Breaches and Document Defects		27
Annex A	Defeased Loan Level Detail		13	Property Detail (Default/Transfer)		28
	REO Historical Detail		14	Extraordinary Event		29
	Historical Bond/Collateral Loss Reconciliation		15
Factor Information:	Historical Loss Liquidation		16
(800) 735-7777
	Contacts			Dates
Main Phone Number:
714-247-6000	Depositor	Deutsche Mortgage & Asset Receiving Corporation		Current Distribution Date	04/12/2016
	Master Servicer	Wells Fargo Bank, National Association		Distribution Count	1
	Special Servicer	CWCapital Asset Management LLC
	Underwriters	Deutsche Bank Securities Inc.		Prior Distribution Date	N/A
Administrator		KeyBanc Capital Markets Inc.		Next Distribution Date	05/12/2016
		Jefferies LLC		Trust Collection Period	03/16/2016     to     04/06/2016
		Academy Securities, Inc.
	Rating Agencies	Moody’s Investors Service, Inc.		Record Date	03/31/2016
		Fitch Ratings, Inc.		Determination Date	04/06/2016
		Kroll Bond Rating Agency, Inc.
	Trustee	Wilmington Trust, National Association		Cutoff Date	03/01/2016
	Certificate Administrator	Deutsche Bank Trust Company Americas		Closing Date	03/16/2016
	Operating Advisor	Park Bridge Lender Services LLC		Initial Distribution Date	04/12/2016
	Asset Representations	Park Bridge Lender Services LLC		Rated Final Payment Date	02/12/2049
	Reviewer
	Controlling Class	Seer Capital Commercial Real Estate Debt Fund I Ltd./Class H
	In connection with the Certificate Administrator’s preparation of this Statement to Certificateholders, the Certificate Administrator is conclusively relying upon, and has not independently verified, information provided to it by various third parties, including the Master Servicer, Special Servicer and other parties to the transaction. The Certificate Administrator makes no representations as to the completeness, reliability, accuracy or suitability for any purpose of the information provided to it by such third parties.
Page 1 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016
Certificate Payment Report

Balance and Principal Components

Interest

Pass-Through Rate

Credit Support

Original

Beginning

Principal

Non-Prin Adj/

Ending

Interest

Excess/

Current

Next

Original

Current

Class

Class Type

CUSIP

Balance

Balance

Loss/Accretion

Balance

Distributed

Shortfall

%

%

A-1

A-2

A-3

A-SB

A-4

A-5

X-A

X-B

X-C

X-D

X-E

X-F

A-M

B

C

D

E

F

G

H

V

R

SubTotal

Total

Page 2 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016
Certificate Factor Report

Accrual

Balance Factors

Payment Factors

Class

Cusip

Start Date

End Date

Methodology

Original Balance

Beginning Balance

Ending Balance

Interest Distributed

Principal Distributed

Total Distributed

A-1

A-2

A-3

A-SB

A-4

A-5

X-A

X-B

X-C

X-D

X-E

X-F

A-M

B

C

D

E

F

G

H

V

R

Page 3 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016
Cash Reconciliation

Servicer Remittance Non-Adjusted	Adjustments	Trust
Principal	Principal	Trust Related Fees & Expenses
A. Scheduled Principal	A. Excess Amounts	Trustee Fee
Current Principal	Subsequent Recovery	Certificate Administrator Fee
Advanced Principal	Gain-on-Sale	Trustee Fee Strips
Scheduled Maturity Payoff		CREFC® License Fee
	B. Shortfalls Amounts.	Trust Expense(s)
B. Unscheduled Principal	Realized Loss	Guarantee Fee
Voluntary	Additional Loss Claim	Unreimbursed Indemnification Expense
Post-Maturity
Liquidation	Net Excess/Shortfall	Trust Related Fees & Expenses
Curtailment
Defeasance	Interest
Neg Am/Deferred	A. Excesses	Sister Agreements
	Penalties/Yield Maintain/Exit
Principal Non-Adjusted	Extension Interest (ARD)
	Default Interest
	Prepay Interest Excess (PPIE)
Interest	Interest Recovery
A. Scheduled Interest	ASER Recovered
Current Interest	Other Interest Proceeds	Interest Reserve Account
Delinquent Interest		Deposit
	B. Shortfalls	Cumulative Deposit
B. Servicing Fees & Expenses	Gross PPIS (Prepay Interest Shortfall)	Withdrawal
Current Servicer Fees	Servicer PPIS Cap
Delinquent Servicer Fees	Net PPIS	Summary
Sub-Servicer	Deferred Interest	Principal Adjusted
Servicer Fee Strips	Modification Shortfall	Scheduled Interest
Master Servicer Surveillance Fee	ASER Applied	Servicer Fee & Expense
Special Servicer Surveillance Fee	Special Servicer Fees	Interest Shortfall Expense
Other Fee Strips (incl. Insurer)	Workout Fees	Servicer Wire
Miscellaneous Fees	Liquidation Fees	Trustee Fee & Expense
Servicer Fees/Expenses	Non-Recoverable Advances	Sister Agreements
Interest Non-Adjusted	Interest on Prior Advances	Interest Reserve Account
Principal & Interest Non-Adjusted	Various Expenses	Due to Certificates
	Other Interest Loss
	Net Excess/Shortfall
	Workout - Delayed Reimbursement Amount

Page 4 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016

Other Related Information
	Disclosable Special Servicer Fees*
	Commissions
	Brokerage fees
	Commissions
	Other
	*Fee-sharing arrangement

Page 5 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016

Pool and Performance Detail

Pool Detail					WA Rates/Terms
Current	Amt	%	Cnt	%		Cutoff	Prior	Current	Next
Amortizing/Balloon					One-Month LIBOR
IO/Amortizing/Balloon					Six-Month LIBOR
IO/Balloon					WAC
					WAMM
Smallest Balance					AWAM
Average Balance
Largest Balance					Performance Snapshot

		3 Mo Avg		6 Mo Avg		12 Mo Avg
Current	Current	% Bal	% Cnt	% Bal	% Cnt	% Bal	% Cnt
Beginning Balance	Current
Scheduled Principal	30 Day
Voluntary Payoff	60 Day
Scheduled Maturity Payoff	90 Day Plus
Post-Maturity Payoff	Foreclosures
Net Liquidation	REOs
Realized Loss	Bankruptcies
Curtailment	Liquidations
Defeasance	Defeasances
Negative Amortization/Deferred	Modifications
Ending Balance
	Advance Summary

Cumulative	Cumulative	Principal		Interest	Cnt	% Amt	% Cnt
	Prior Outstanding
Scheduled Principal	Current Amount
Voluntary Payoff	Recovery (-)
Scheduled Maturity Payoff	Current Outstanding
Post-Maturity Payoff	Non-Recoverable
Net Liquidation
Realized Loss	Appraisal Reduction Summary
Curtailment	Prior Cumulative ASER
Defeasance	Current ASER
Negative Amortization/Deferred	Recovery (-)
	Cumulative ASER
	(*) ARA    Appraisal Reduction Amount		(*) ASER       Appraisal Subordination Entitlement

Page 6 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016

Bond Interest Reconciliation

Accrual

Class

Prior Due

Curr Due

Method Days

Beginning Balance

Pass-Through Rate

Prior Shortfall

Current Accrued

Current Additions

Current Deductions

Distributable Interest

Distributed Interest

Outstanding Shortfall

A-1 A-2 A-3 A-SB A-4 A-5 X-A X-B X-C X-D X-E X-F A-M B C D E F G H V R

SubTotal

Total

Page 7 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016

Bond Reconciliation Detail

	Principal Components				Interest Additions				Interest Deductions
Class	Scheduled	Unscheduled	Current Loss	Cumulative Loss	PPY, PPYYM, Exit Fees	Interest Adjustment	Interest on Prior Shortfall	Interest on Prior Loss	Net PPIS	Deferred Accretion	Interest Loss Expense
A-1 A-2 A-3 A-SB A-4 A-5 X-A X-B X-C X-D X-E X-F A-M B C D E F G H V R
SubTotal
Total

Page 8 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016
Current Ratings

Closing Ratings

Updated Ratings (1)

Class

Class

Type

CUSIP

Rating

Eff Date

Rating

Eff Date

Rating

Eff Date

Rating

Eff Date

Rating

Eff Date

Rating

Eff Date

A-1

A-2

A-3

A-SB

A-4

A-5

X-A

X-B

X-C

X-D

X-E

X-F

A-M

B

C

D

E

F

G

H

V

R

Legend
NR     Class not rated at issuance	(1) These ratings are not a recommendation to buy, sell or hold these notes. Ratings may be changed or withdrawn at any time by each assigning rating agency.
NA     Data not available	These ratings do not address the possibility that, as a result of principal prepayments or losses, the yield on your notes may be lower than anticipated.
	Changed ratings provided on this report are based on information provided by the applicable rating agency via electronic transmission and captured during the processing window. Deutsche Bank does not hold itself responsible for any update that may have occurred outside the window during which the data was captured.

Page 9 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016
Performance History

Delinquency Categories

Impaired Loans

Unique Events

Dist Date

30 Day

60 Day

90 Day

120+ Day

Foreclosure

REO

Bankruptcy

Curr FC not SS/REO

Modification

Specially Serviced

Dist Cnt

Cnt

Bal

Cnt

Bal

Cnt

Bal

Cnt

Bal

Cnt

Bal

Cnt

Bal

Cnt

Bal

Cnt

Bal

Cnt

Bal

Cnt

Bal

Page 10 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016

Delinquency Detail

P&I Advances

Non-Advancing

Tracking

Status/Resolution w Relevant Dates

Loan Description

Prior Outstanding

Current Outstanding

Investor   No.

PTD

Interest

Principal

Interest

Principal

ASER

Non- Recoverable

Mo (s) Delinq

Mo (s) Recov

Loan Status

Resoln Strategy

SS Tran Date

ARA Date

FC/REO Date

BK Date

Prop Type

DSCR

LTV

Totals

Property Type Code

Resolution Strategy Code

Loan Status Code

1

Modification

6

DPO

10

Deed in Lieu Of

0

Current

3

90 Days Delinquent

MF

Multi-Family

OF

Office

2

Foreclosure

7

REO

Foreclosure

A

Grace

4

Matured Balloon

RT

Retail

MU

Mixed Use

3

Bankruptcy

8

Resolved

11

Full Payoff

B

0 - 29 Days

7

Foreclosure

HC

Health Care

LO

Lodging

4

Extension

9

Pending Return

12

Reps and Warranties

1

30 Days Delinquent

9

REO

IN

Industrial

SS

Self Storage

5

Note Sale

to Master Servicer

13

Other or TBD

2

60 Days Delinquent

WH

Warehouse

OT

Other

MH

Mobile Home Park

Page 11 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016

Payoff History

Payoff Amount

Liquidation

Interest Additions/Deductions

Maturity (2)

Remaining Term

Dist Date

Dist Count

Count

Amount

Count

Liquidation

Realized Loss

Net Liquidation

Type

Penalty(1)

PPIS/PPIE

Other

Prior

Schd

Post

Life

Amort

Total

(1) Penalty Type	(2) Maturity Var: Payoff to Maturity Date delta
1     Prepay Penalties
2     Yield Maintenance
3     Exit Fees
4     Yield Maintenance & Exit Fees

Page 12 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016

Defeased Loan Level Detail

Current P&I

Status

Static

Financial

Investor No.

Principal Components

Interest

Prop Type

State

Amort Type

Cutoff Maturity

Most Recent

Cutoff

Beginning Bal

Principal

Ending Bal

Rate

Accrual

Interest

PTD

Code

DSCR

LTV

OCC

NOI

DSCR

LTV

OCC

Resolution Strategy Code

Loan Status Code

Property Type Code

1

Modification

6

DPO

10

Deed in Lieu Of

0

Current

3

90 Days Delinquent

MF

Multi-Family

OF

Office

2

Foreclosure

7

REO

Foreclosure

A

Grace

4

Matured Balloon

RT

Retail

MU

Mixed Use

3

Bankruptcy

8

Resolved

11

Full Payoff

B

0 - 29 Days

7

Foreclosure

HC

Health Care

LO

Lodging

4

Extension

9

Pending Return

12

Reps and Warranties

1

30 Days Delinquent

9

REO

IN

Industrial

SS

Self Storage

5

Note Sale

to Master Servicer

13

Other or TBD

2

60 Days Delinquent

WH

Warehouse

OT

Other

MH

Mobile Home Park

Page 13 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016

REO Historical Detail

REO

Balances

Appraisal Information

Static

Liquidation Detail

Investor

Most Recent

Appraisal

Appraisal

Prop

Amort

Cutoff

Liquidation

Net Liquidation

Realized

No.

Date

Type

Scheduled

Actual

Appraisal

Date

Redn Amt

DSCR

Type

State

Type

Maturity

Date

Proceeds

Loss

Type

REO Type				Amortization Type
1	Paid-in-Full	4	Final Recovery REO	1	Fully Amortizing	4	Interest Only/Amortizing
2	Final Recovery Mode	5	Permitted Purchase of REO	2	Amortizing Balloon	5	Interest Only/Amortizing/Balloon
3	Permitted Purchase			3	Interest Only/Balloon	6	Principal Only

Page 14 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016

Historical Bond/Collateral Loss Reconciliation

		Liquidation Summary		Certificate Level						Cash Adjustment
Investor  No.	Period	Beginning Balance (1)	Aggregate Loss (2)	Prior Certificate Writedown (3)	OC, Credit Support (4)	Shortfalls/ Excesses (5)	Modification, ARA Adjs (6)	Subseq Claims Recoveries (7)	Curr Certificate Writedown (8)	Cash Recovery (9)	Curr Certificate Writedown Adj.(10)
		Loan Status Code

1	Current Scheduled Beginning Balance of the Loan at Liquidation	6	Modification Adjustments/Appraisal Reduction Adjustments
2	Aggregate Realized Loss on Loans	7	Additional (Recoveries) Expenses applied to Realized Losses
3	Prior Realized Loss Applied to Certificates	8	Realized Loss Applied to Certificates to Date ((3) -(4) - (5) - (6) + (7))
4	Amounts covered by Overcollaterization and other Credit Supports	9	Recoveries of Realized Losses Paid as Cash
5	Interest (Shortages)/Excesses applied to Realized Losses	10	Recoveries/Realized Losses applied to Certificate Interest
Note: In the initial period, the Realized Loss Applied to certificates to Date will equal Aggregate Realized Loss on Loans (- (4) - (5) -(6) +(7)) versus ( (3) - (4) - (5) -(6) +(7))

Page 15 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016

Historical Loss Liquidation

Liquidation Components (time of resolution)

Subsequent Adjustments

Investor  No.

Period

Begin Bal

Most Recent   Appraisal

Liquidation Sales Price

Liquidation Proceeds

Liquidation Expense

Net Liquidation Proceeds

Loss to Trust

Loss Type

Adjustment Date

Adjustment Amount

Minor Adjustment

Adjusted Loss Cumulative

Page 16 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016

Stratification - Mortgage Balances/Rates

	Current		Original
	Summation	Weighted Average	Summation	Weighted Average
Average
Minimum
Maximum
	Current		Original
	Summation	Weighted Average	Summation	Weighted Average

Page 17 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016

Stratification - Amortization Terms

Amortizing/Balloon

Current

Original

Summation

Weighted Average

Summation

Weighted Average

Cnt

Balance

%

Term

Rate

DSCR

LTV

OCC

Cnt

Balance

%

Term

Rate

DSCR

LTV

OCC

Average

Minimum

Maximum

Interest Only/Amortizing/Balloon

Current

Original

Summation

Weighted Average

Summation

Weighted Average

Cnt

Balance

%

Term

Rate

DSCR

LTV

OCC

Cnt

Balance

%

Term

Rate

DSCR

LTV

OCC

Average

Minimum

Maximum

Interest Only/Balloon

Current

Original

Summation

Weighted Average

Summation

Weighted Average

Cnt

Balance

%

Term

Rate

DSCR

LTV

OCC

Cnt

Balance

%

Term

Rate

DSCR

LTV

OCC

Average

Minimum

Maximum

Page 18 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016

Stratification - Geographic Distribution

Summation Weighted Average Summation Weighted Average

Page 19 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016

Stratification - Financial Ratios and Others

	Summation	Weighted Average	Summation	Weighted Average
Average			Max DSCR	Min DSCR
Minimum
Maximum

Summation	Weighted Average	Summation	Weighted Average
		Max LTV	Min LTV

Summation	Weighted Average	Summation	Weighted Average
		Max Occ	Min Occ

Page 20 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016

Loan Level Detail

Current P&I

Current Status

Additional Loan Interest Detail

Financial

Principal Components

Interest

Most Recent

Cutoff

Investor  No.

Begin Bal

Principal

Ending Bal

Rate

Accrual

Interest

PTD

Loan Status

Rsln Strgy

Int on Adv

Default Int

Penalty Int

DSCR

LTV*

Phy Occ %

DSCR

LTV

Phy Occ %

* The information might be from a prior reporting period

Resolution Strategy Code

Loan Status Code

Property Type Code

Amortization Type

1

Modification

6

DPO

10

Deed in Lieu Of

0

Current

3

90 Days Delinquent

MF

Multi-Family

OF

Office

1

Fully Amortizing

2

Foreclosure

7

REO

Foreclosure

A

Grace

4

Matured Balloon

RT

Retail

MU

Mixed Use

2

Amortizing Balloon

3

Bankruptcy

8

Resolved

11

Full Payoff

B

0 - 29 Days

7

Foreclosure

HC

Health Care

LO

Lodging

3

Interest Only/Balloon

4

Extension

9

Pending Return

12

Reps and Warranties

1

30 Days Delinquent

9

REO

IN

Industrial

SS

Self Storage

4

Interest Only/Amortizing

5

Note Sale

to Master Servicer

13

Other or TBD

2

60 Days Delinquent

WH

Warehouse

OT

Other

5

Interest Only/Amortizing/Balloon

MH

Mobile Home Park

6

Principal Only

Page 21 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016

Specially Serviced Loan Detail

Status/Resolutions

Balance/Rate/Terms

Static

Financial

Remaining

Most Recent

Cutoff

Investor

Paid Through

Spec Serv

Loan

Resoln

Scheduled

Actual

Note

Prop

Amort

Cutoff

Phy

Phy

No.

Date

Trans Date

Status

Strategy

Balance

Balance

Rate

Life

Amort

Type

State

Type

Maturity

DSCR

LTV *

Occ %

DSCR

LTV

Occ %

Loan Status (0,A,B)

Total

* The information might be from a prior reporting period

Resolution Strategy Code

Loan Status Code

Property Type Code

1

Modification

6

DPO

10

Deed in Lieu Of

0

Current

3

90 Days Delinquent

MF

Multi-Family

OF

Office

2

Foreclosure

7

REO

Foreclosure

A

Grace

4

Matured Balloon

RT

Retail

MU

Mixed Use

3

Bankruptcy

8

Resolved

11

Full Payoff

B

0 - 29 Days

7

Foreclosure

HC

Health Care

LO

Lodging

4

Extension

9

Pending Return

12

Reps and Warranties

1

30 Days Delinquent

9

REO

IN

Industrial

SS

Self Storage

5

Note Sale

to Master Servicer

13

Other or TBD

2

60 Days Delinquent

WH

Warehouse

OT

Other

MH

Mobile Home Park

Page 22 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016

Specially Serviced Loan Comments

	Status/Resolutions
Investor		Loan	Spec Serv	Resoln
No.	PTD	Status	Trans Date	Strategy	Description

Page 23 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016

Appraisal Reduction Detail

Status/Resolutions

Appraisal Reduction Components

Static

Most Recent

Cutoff

Investor

Spec Serv

Loan

Resoln

Scheduled

Appraisal

Actual

Prop

Amort

Cutoff

Phy

Phy

No.

PTD

Trans Date

Status

Strategy

Balance

Reduction Amt

ASER

Balance

Type

State

Type

Maturity

DSCR

LTV*

Occ %

DSCR

LTV

Occ %

* The information might be from a prior reporting period

Resolution Strategy Code

Loan Status Code

Property Type Code

1

Modification

6

DPO

10

Deed in Lieu Of

0

Current

3

90 Days Delinquent

MF

Multi-Family

OF

Office

2

Foreclosure

7

REO

Foreclosure

A

Grace

4

Matured Balloon

RT

Retail

MU

Mixed Use

3

Bankruptcy

8

Resolved

11

Full Payoff

B

0 - 29 Days

5

Non Performing

HC

Health Care

LO

Lodging

4

Extension

9

Pending Return

12

Reps and Warranties

1

30 Days Delinquent

Matured Balloon

IN

Industrial

SS

Self Storage

5

Note Sale

to Master Servicer

13

Other or TBD

2

60 Days Delinquent

7

Foreclosure

WH

Warehouse

GC

Golf Course

9

REO

MH

Mobile Home Park

OT

Other

Page 24 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016

Appraisal Reduction Comments

	Status/Resolutions
Investor		Loan	Appraisal	Resoln
No.	PTD	Status	Redn Date	Strategy	Description

Page 25 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016

Modifications/Extensions Detail/Description

			Modification Components
Investor	Modification		Modification Terms				Cutoff/Current
No.	Date	Type	Balance	Rate	Maturity	P&I Amount	Balance	Rate	Maturity	P&I Amount	Description

Modification Type
1	Maturity Date	6	Capitalization on Taxes
2	Amortization Change	7	Other
3	Principal Write-off	8	Combination
4	Temporary Rate Reduction
5	Capitalization of Interest

Page 26 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016

Material Breaches and Document Defects

	Status/Resolutions
Investor		Loan	Breach or	Resoln
No.	PTD	Status	Defect Date	Strategy	Description

Page 27 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016

Property Detail (Default/Transfer)

Property No. Name City State Status Foreclosure Date Valuation Amount Valuation Date Conveyance/
Transfer (Y/N) Description

Page 28 of 29

COMM 2016-DC2
COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2
April 12, 2016

Extraordinary Event

Loan Event of Default	No
Special Servicing Loan Event	No
Servicer Termination Event	No
Special Servicer Termination Event	No
Information with respect to any declared bankruptcy of any Mortgage Loan Borrower

Page 29 of 29

[THIS PAGE IS INTENTIONALLY LEFT BLANK]

ANNEX C

FORM OF OPERATING ADVISOR ANNUAL REPORT

Report Date: Report will be delivered annually no later than [INSERT DATE].

Transaction: COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer: CWCapital Asset Management LLC

Directing Certificateholder: Seer Capital Commercial Real Estate Debt Fund I Ltd.

I. Executive Summary

Based on the requirements and qualifications set forth in the Pooling and Servicing Agreement dated as of March 1, 2016 (the “Pooling and Servicing Agreement”), between Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, Deutsche Bank Trust Company Americas, as Certificate Administrator, and Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, as well as the items listed below, the Operating Advisor has undertaken a limited review of the Special Servicer’s operational activities in light of the Servicing Standard and the requirements of the Pooling and Servicing Agreement with respect to the resolution and/or liquidation of the Specially Serviced Loans and provides this Operating Advisor Annual Report.

No information or any other content included in this Operating Advisor Annual Report contravenes any provision of the Pooling and Servicing Agreement. This Operating Advisor Annual Report sets forth the Operating Advisor’s assessment of the Special Servicer’s performance of its duties under the Pooling and Servicing Agreement during the prior calendar year on a platform-level basis with respect to the resolution and/or liquidation of Specially Serviced Loans during the prior calendar year.

Subject to the restrictions in the Pooling and Servicing Agreement, this Operating Advisor Annual Report (A) identifies any material deviations, if any (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/or liquidation of Specially Serviced Loans and (B) complies with all of the confidentiality requirements described in the Pooling and Servicing Agreement.

In connection with the assessment set forth in this report, the Operating Advisor:

1.          Reviewed any annual compliance statement delivered to the Operating Advisor pursuant to Section 10.11 the Pooling and Servicing Agreement and the following issues were noted therein: [ ]

Operating Advisor Actions:

2.          Reviewed any annual independent public accountants’ servicing report delivered to the Operating Advisor pursuant to Section 10.13 of the Pooling and Servicing Agreement and the following issues were noted therein: [ ]

Operating Advisor Actions:

3.          Reviewed any [Final] Asset Status Report and other information or communications delivered to the Operating Advisor and the following issues were noted therein: [ ]

Operating Advisor Actions:

Based on such review and/or consultation with the Special Servicer and performance of the other obligations of the Operating Advisor under the Pooling and Servicing Agreement, the Operating Advisor

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[does, does not] believe there are material violations of the Special Servicer’s compliance with its obligations under the Pooling and Servicing Agreement.

Qualifications related to the work product undertaken and opinions related to this report:

1.           The Operating Advisor did not participate in, or have access to, the Special Servicer’s and Controlling Class Representative’s discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Controlling Class Representative directly pursuant to the Pooling and Servicing Agreement. As such, the Operating Advisor generally relied upon its interaction with the Special Servicer in gathering the relevant information to generate this report.

2.           The Special Servicer has the legal authority and responsibility to service the Specially Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth therein.

3.           Confidentiality and other contractual restrictions limit the Operating Advisor’s ability to outline herein the details or substance of certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant information that the Operating Advisor is given access to by the Special Servicer. However, all such information is considered in preparing this report.

4.           There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor does not participate in discussions regarding such actions. As such, the Operating Advisor has not assessed the Special Servicer’s operational compliance with respect to those types of actions.

5.           The Operating Advisor is not empowered to directly communicate with investors pursuant to the Pooling and Servicing Agreement. If investors have questions regarding this report, they should address such questions to the Certificate Administrator through the Certificate Administrator’s Website.

Terms used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement as described herein.

[Insert Operating Advisor]
By:
	Name:
	Title:

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 ANNEX D-1

MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

Each Mortgage Loan Seller 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 below, as of the Closing Date, or as of such other date specifically provided in the applicable representation and warranty, subject to exceptions set forth in Annex D-2 to this prospectus. Capitalized terms used but not otherwise defined in this Annex D-1 will have the meanings set forth in this prospectus or, if not defined in this prospectus, in the related Mortgage Loan Purchase Agreement.

Each Mortgage Loan Purchase Agreement, together with the related representations and warranties, serves to contractually allocate risk between the related Mortgage Loan Seller, on the one hand, and the issuing entity, on the other. We present the related representations and warranties set forth below for the sole purpose of describing some of the terms and conditions of that risk allocation. The presentation of representations and warranties below is not intended as statements regarding the actual characteristics of the Mortgage Loans, the Mortgaged Properties or other matters. We cannot assure you that the Mortgage Loans actually conform to the statements made in the representations and warranties that we present below.

(1) Whole Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not a participation interest in a Mortgage Loan. Each Mortgage Loan that is part of a Whole Loan is a portion of a whole loan evidenced by a Mortgage Note. At the time of the sale, transfer and assignment to Purchaser, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan Seller), participation or pledge, and the Mortgage Loan Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan other than any servicing rights appointment or similar agreement. Mortgage Loan Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to Purchaser constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.

(2) Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases, Rents and Profits (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Borrower, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Borrower, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (ii) that certain provisions in such Loan Documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (i) above) such limitations or unenforceability will not render such Loan Documents invalid as a whole or materially interfere with the mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).

Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Borrower with respect to any of the

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related Mortgage Notes, Mortgages or other Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Loan Documents.

(3) Mortgage Provisions. The Loan Documents for each Mortgage Loan contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.

(4) Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Loan Documents (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty, and related Loan Documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither the related Borrower nor the related guarantor has been released from its material obligations under the Mortgage Loan. With respect to each Mortgage Loan, except as contained in a written document included in the Mortgage File, there have been no modifications, amendments or waivers, that could be reasonably expected to have a material adverse effect on such Mortgage Loan consented to by Mortgage Loan Seller on or after February 16, 2016.

(5) Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage and assignment of Assignment of Leases, Rents and Profits to the Trust constitutes a legal, valid and binding assignment to the Trust. Each related Mortgage and Assignment of Leases, Rents and Profits is freely assignable without the consent of the related Borrower. Each related Mortgage is a legal, valid and enforceable first lien on the related Borrower’s fee or leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph (6) set forth in Annex D-2 (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination was, and as of the Cut-off Date, to the Mortgage Loan Seller’s knowledge, is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below), and, to the Mortgage Loan Seller’s knowledge and subject to the rights of tenants (as tenants only)(subject to and excepting Permitted Encumbrances and the Title Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Notwithstanding anything in this prospectus to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.

(6) Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions or a “marked up” commitment, in each case binding on the title insurer)(the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple

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properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage, which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property and condominium declarations; and (f) if the related Mortgage Loan is cross-collateralized and cross-defaulted with another Mortgage Loan (each a “Crossed Mortgage Loan”), the lien of the Mortgage for another Mortgage Loan that is cross-collateralized and cross-defaulted with such Crossed Mortgage Loan, provided that none of which items (a) through (f), individually or in the aggregate, materially and adversely interferes with the value or current use of the Mortgaged Property or the security intended to be provided by such Mortgage or the Borrower’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). Except as contemplated by clause (f) of the preceding sentence, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy.

(7) Junior Liens. It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Crossed Mortgage Loan, there are, as of origination, and to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics and materialmen’s liens (which are the subject of the representation in paragraph (5) above), and equipment and other personal property financing). Except as set forth in Annex D-2, the Mortgage Loan Seller has no knowledge of any mezzanine debt secured directly by interests in the related Borrower.

(8) Assignment of Leases, Rents and Profits. There exists as part of the related Mortgage File an Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and the Title Exceptions, each related Assignment of Leases, Rents and Profits creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Borrower to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The related Mortgage or related Assignment of Leases, Rents and Profits, subject to applicable law, provides that, upon an event of default under the Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee.

(9) UCC Filings. If the related Mortgaged Property is operated as a hospitality property, the Mortgage Loan Seller has filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary at the time of the origination of the Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such Borrower and located on the related Mortgaged Property (other than any non-material personal property, any personal property subject to a purchase money security interest, a sale and

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leaseback financing arrangement as permitted under the terms of the related Loan Documents or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case may be. Subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described above. No representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements are required in order to effect such perfection.

(10) Condition of Property. Mortgage Loan Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off Date.

An engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To the Mortgage Loan Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than (i) any damage or deficiency that is estimated to cost less than $50,000 to repair, (ii) any deferred maintenance for which escrows were established at origination and (iii) any damage fully covered by insurance) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.

(11) Taxes and Assessments. All taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges), or installments thereof, that could be a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have become delinquent in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.

(12) Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there is no proceeding pending, and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened, for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.

(13) Actions Concerning Mortgage Loan. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Borrower, guarantor, or Borrower’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Borrower’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Borrower’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Loan Documents or (f) the current principal use of the Mortgaged Property.

(14) Escrow Deposits. All escrow deposits and payments required to be escrowed with lender pursuant to each Mortgage Loan are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are

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required to be escrowed with lender under the related Loan Documents are being conveyed by the Mortgage Loan Seller to Purchaser or its servicer.

(15) No Holdbacks. The Stated Principal Balance as of the Cut-off Date of the Mortgage Loan set forth on the mortgage loan schedule attached as Exhibit A to the MLPA has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property, the Borrower or other considerations determined by Mortgage Loan Seller to merit such holdback).

(16) Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Loan Documents and having a claims-paying or financial strength rating of any one of the following: (i) at least “A-:VIII” from A.M. Best Company, (ii) at least “A3” (or the equivalent) from Moody’s Investors Service, Inc. or (iii) at least “A-” from Standard & Poor’s Ratings Services (collectively the “Insurance Rating Requirements”), in an amount (subject to a customary deductible) not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Borrower and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.

Each related Mortgaged Property is also covered, and required to be covered pursuant to the related Loan Documents, by business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect to each Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months).

If any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Borrower is required to maintain insurance in the maximum amount available under the National Flood Insurance Program.

If the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related Borrower is required to maintain coverage for windstorm and/or windstorm related perils and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms.

The Mortgaged Property is covered, and required to be covered pursuant to the related Loan Documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller for loans originated for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate.

An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing either the scenario expected limit (“SEL”) or the probable maximum loss (“PML”) for the Mortgaged Property in the event of an earthquake. In such instance, the SEL or PML, as applicable, was based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If the resulting report concluded that the SEL or PML, as applicable, would exceed 20% of the amount of the

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replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by Standard & Poor’s Ratings Services in an amount not less than 100% of the SEL or PML, as applicable.

The Loan Documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then outstanding principal amount of the related Mortgage Loan (or Whole Loan, if applicable), the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan (or Whole Loan, if applicable) together with any accrued interest thereon.

All premiums on all insurance policies referred to in this section required to be paid as of the Cut-off Date have been paid, and such insurance policies name the lender under the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the Trustee (or, in the case of a Mortgage Loan that is a Non-Serviced Mortgage Loan, the applicable Other Trustee). Each related Mortgage Loan obligates the related Borrower to maintain all such insurance and, at such Borrower’s failure to do so, authorizes the lender to maintain such insurance at the Borrower’s cost and expense and to charge such Borrower for related premiums. All such insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days prior notice to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by Seller.

(17) Access; Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which case the Mortgage Loan requires the Borrower to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created.

(18) No Encroachments. To Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with origination and the lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy with escrow instructions or a “marked up” commitment) obtained in connection with the origination of each Mortgage Loan, all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. No improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. No improvements encroach upon any easements except for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements obtained with respect to the Title Policy.

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(19) No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by Mortgage Loan Seller.

(20) REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning of Code Section 860G(a)(3)(but determined without regard to the rule in the U.S. Department of Treasury Regulations (the “Treasury Regulations”) Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Borrower at origination did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (or Whole Loan, as applicable) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (or Whole Loan, if applicable) on such date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Section 1.860G-2(a)(1)(ii) of the Treasury Regulations). If the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto. Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan constitute “customary prepayment penalties” within the meaning of Section 1.860G-1(b)(2) of the Treasury Regulations. All terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.

(21) Compliance with Usury Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.

(22) Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.

(23) Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee.

(24) Local Law Compliance. To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial, multifamily or, if applicable, manufactured housing community mortgage loans intended for securitization, with respect to the improvements located on or forming part of each

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Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan and as of the Cut-off Date, there are no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning Regulations”) other than those which (i) constitute a legal non-conforming use or structure, as to which as the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to a casualty or the inability to restore or repair to the full extent necessary to maintain the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of the Mortgaged Property, (ii) are insured by the Title Policy or other insurance policy, (iii) are insured by law and ordinance insurance coverage in amounts customarily required by the Mortgage Loan Seller for loans originated for securitization that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations or (iv) would not have a material adverse effect on the Mortgage Loan. The terms of the Loan Documents require the Borrower to comply in all material respects with all applicable governmental regulations, zoning and building laws.

(25) Licenses and Permits. Each Borrower covenants in the Loan Documents that it shall keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon a letter from any government authorities or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial, multifamily or, if applicable, manufactured housing community mortgage loans intended for securitization, all such material licenses, permits and applicable governmental authorizations are in effect. The Mortgage Loan requires the related Borrower to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.

(26) Recourse Obligations. The Loan Documents for each Mortgage Loan provide that (a) the related Borrower and at least one individual or entity shall be fully liable for actual losses, liabilities, costs and damages arising from certain acts of the related Borrower and/or its principals specified in the related Loan Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misapplication or misappropriation of rents, insurance proceeds or condemnation awards, (iii) intentional material physical waste of the Mortgaged Property, and (iv) any breach of the environmental covenants contained in the related Loan Documents, and (b) the Mortgage Loan shall become full recourse to the related Borrower and at least one individual or entity, if the related Borrower files a voluntary petition under federal or state bankruptcy or insolvency law.

(27) Mortgage Releases. The terms of the related Mortgage or related Loan Documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment, or partial Defeasance (as defined in paragraph (32)), of not less than a specified percentage at least equal to the lesser of (i) 110% of the related allocated loan amount of such portion of the Mortgaged Property and (ii) the outstanding principal balance of the Mortgage Loan, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance (as defined in paragraph (32)), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation. With respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Section 1.860G-2(b)(2) of the Treasury Regulations and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3)(A); or (y) the mortgagee or servicer can, in accordance with the related Loan Documents, condition such release of collateral on the related Borrower’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged

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Property after the release is not equal to at least 80% of the principal balance of the Mortgage Loan (or Whole Loan, as applicable) outstanding after the release, the Borrower is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions.

In the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Borrower can be required to pay down the principal balance of the Mortgage Loan in an amount not less than the amount required by the REMIC Provisions and, to such extent, condemnation proceeds may not be required to be applied to the restoration of the Mortgaged Property or released to the Borrower, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (or Whole Loan, as applicable).

No Mortgage Loan that is secured by more than one Mortgaged Property or that is a Crossed Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the loan-to-value ratio and other requirements of the REMIC Provisions.

(28) Financial Reporting and Rent Rolls. Each Mortgage Loan requires the Borrower to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial statements, which annual financial statements with respect to each Mortgage Loan with more than one Borrower are in the form of an annual combined balance sheet of the Borrower entities (and no other entities), together with the related combined statements of operations, members’ capital and cash flows, including a combining balance sheet and statement of income for the Mortgaged Properties on a combined basis.

(29) Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each other Mortgage Loan, the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination of the Mortgage Loan, and, to Mortgage Loan Seller’s knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each Mortgage Loan, the related Loan Documents do not expressly waive or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto except to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise indicated in Annex D-2; provided, however, that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Borrower under each Mortgage Loan is required to carry terrorism insurance, but in such event the Borrower shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance required under the related Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance) at such time, and if the cost of terrorism insurance exceeds such amount, the Borrower is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.

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(30) Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due on sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Loan Documents (which provide for transfers without the consent of the lender which are customarily acceptable to the Mortgage Loan Seller lending on the security of property comparable to the related Mortgaged Property, including, without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Loan Documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Borrower, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Loan Documents, (iii) transfers of less than, or other than, a controlling interest in the related Borrower, (iv) transfers to another holder of direct or indirect equity in the Borrower, a specific Person designated in the related Loan Documents or a Person satisfying specific criteria identified in the related Loan Documents, such as a qualified equityholder, (v) transfers of stock or similar equity units in publicly traded companies, (vi) a substitution or release of collateral within the parameters of paragraphs (27) and (32) in this prospectus or the exceptions thereto set forth in Annex D-2, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on Schedule D-1 to Annex D-2, or future permitted mezzanine debt in each case as set forth on Schedule D-2 to Annex D-2 or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan or any subordinate debt that existed at origination and is permitted under the related Loan Documents, (ii) purchase money security interests, (iii) any Crossed Mortgage Loan as set forth on Schedule D-3 to this Annex D-2 or (iv) Permitted Encumbrances. The Mortgage or other Loan Documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Borrower is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.

(31) Single-Purpose Entity. Each Mortgage Loan requires the Borrower to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Borrower with respect to each Mortgage Loan with a Cut-off Date Stated Principal Balance in excess of $5 million provide that the Borrower is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off Date Stated Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Borrower. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-off Date Stated Principal Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Borrower for a Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.

(32) Defeasance. With respect to any Mortgage Loan that, pursuant to the Loan Documents, can be defeased (a “Defeasance”), (i) the Loan Documents provide for Defeasance as a unilateral right of the Borrower, subject to satisfaction of conditions specified in the Loan Documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Borrower is permitted to pledge only United States “government securities” within the meaning of Section

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1.860G-2(a)(8)(ii) of the Treasury Regulations, the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty) or, if the Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty), and if the Mortgage Loan permits partial releases of real property in connection with partial Defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to the lesser of (a) 110% of the allocated loan amount for the real property to be released and (b) the outstanding principal balance of the Mortgage Loan; (iv) the Borrower is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in clause (iii) above; (v) if the Borrower would continue to own assets in addition to the Defeasance collateral, the portion of the Mortgage Loan secured by defeasance collateral is required to be assumed (or the mortgagee may require such assumption) by a Single-Purpose Entity; (vi) the Borrower is required to provide an opinion of counsel that the mortgagee has a perfected security interest in such collateral prior to any other claim or interest; and (vii) the Borrower is required to pay all rating agency fees associated with Defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with Defeasance, including, but not limited to, accountant’s fees and opinions of counsel.

(33) Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of ARD Loans and situations where default interest is imposed.

(34) Ground Leases. For purposes of the MLPA, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land, or with respect to air rights leases, the air, and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (IDA) or similar leases for purposes of conferring a tax abatement or other benefit.

With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage Loan Seller, its successors and assigns, Mortgage Loan Seller represents and warrants that:

(a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage;

(b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the lender, and no such consent has been granted by the Mortgage Loan Seller since the origination of the Mortgage Loan except as reflected in any written instruments which are included in the related Mortgage File;

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(c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Borrower or the mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);

(d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;

(e) The Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder, and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor;

(f) The Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Mortgage Loan Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;

(g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written notice of any default, and provides that no notice of default or termination is effective against the lender unless such notice is given to the lender;

(h) A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease;

(i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan Seller in connection with loans originated for securitization;

(j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Loan Documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;

(k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related

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Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and

(l) Provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

(35) Servicing. The servicing and collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loan have been, in all respects, legal and have met customary industry standards for servicing of commercial loans for conduit loan programs.

(36) Origination and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Annex D-1.

(37) No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments since origination, and as of the date hereof, no Mortgage Loan is more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date. To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either clause (a) or clause (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in this Annex D-1. No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Loan Documents.

(38) Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, no Borrower, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.

(39) Organization of Borrower. With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Borrower delivered by the Borrower in connection with the origination of such Mortgage Loan, the Borrower is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Crossed Mortgage Loan, no Mortgage Loan has a Borrower that is an Affiliate of another Borrower under another Mortgage Loan. (An “Affiliate” for purposes of this paragraph (39) means, a Borrower that is under direct or indirect common ownership and control with another Borrower.)

(40) Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA either

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(i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation with respect to any Environmental Condition that was identified, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the Environmental Condition has been escrowed by the related Borrower and is held or controlled by the related lender; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, and the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Borrower that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the Environmental Condition affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) a secured creditor environmental policy or a pollution legal liability insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s, S&P and/or Fitch; (E) a party not related to the Borrower was identified as the responsible party for such Environmental Condition and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Borrower having financial resources reasonably estimated to be adequate to address the situation is required to take action. To Mortgage Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.

(41) Appraisal. The Servicing File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Closing Date. The appraisal is signed by an appraiser who is either a Member of the Appraisal Institute (“MAI”) and/or has been licensed and certified to prepare appraisals in the state where the Mortgaged Property is located. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation and has certified that such appraiser had no interest, direct or indirect, in the Mortgaged Property or the Borrower or in any loan made on the security thereof, and its compensation is not affected by the approval or disapproval of the Mortgage Loan.

(42) Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the mortgage loan schedule attached as Exhibit A to the MLPA is true and correct in all material respects as of the Cut-off Date and contains all information required by the MLPA to be contained therein.

(43) Cross-Collateralization. No Mortgage Loan is cross-collateralized or cross-defaulted with any mortgage loan that is outside the Trust, except as set forth in Schedule D-3 to Annex D-2.

(44) Advance of Funds by the Mortgage Loan Seller. After origination, no advance of funds has been made by Mortgage Loan Seller to the related Borrower other than in accordance with the Loan Documents, and, to Mortgage Loan Seller’s knowledge, no funds have been received from any person other than the related Borrower or an affiliate for, or on account of, payments due on the Mortgage Loan (other than as contemplated by the Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a lender-controlled lockbox if required or contemplated under the related lease or Loan Documents). Neither Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution

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to any Borrower under a Mortgage Loan, other than contributions made on or prior to the date hereof.

(45) Compliance with Anti-Money Laundering Laws. Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan.

For purposes of these representations and warranties, the phrases “the Seller’s knowledge” or “the Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth in this prospectus, the actual state of knowledge or belief of the Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth in this prospectus.

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ANNEX D-2

EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

GERMAN AMERICAN CAPITAL CORPORATION

Annex A-1 ID#	Mortgage Loan	Representation	Exception
4	Intercontinental Kansas City Hotel	(6) Permitted Liens; Title Insurance	Franchisor has a right of first offer to purchase the entire Mortgaged Property in the event the borrower offers the entire Mortgaged Property for sale.  The comfort letter issued by the franchisor to German American Capital Corporation as lender provides that the right of first offer does not apply to a foreclosure or a deed in lieu of foreclosure.
6	Columbus Park Crossing	(6) Permitted Liens; Title Insurance	The tenant Brinker Georgia, Inc. dba Chili’s Grill & Bar has the right of first offer to buy its leased premises upon the same terms as would be acceptable to landlord by an unrelated party, provided such right shall not apply to a situation in which the leased premises is to be sold in connection with a sale of the entire shopping center or a substantial part thereof. The tenant entered into a subordination, non-disturbance and attornment agreement with lender subordinating all of tenant’s rights to the lien of the mortgage and to the terms and conditions therein.
26	Santa Clarita Marketplace and Santa Clarita Crossroads	(6) Permitted Liens; Title Insurance	Carl’s Jr. has a right of first refusal pursuant to the terms of its lease in the event the landlord elects to offer to sell the current Carl’s Jr. premises. Circle K Stores Inc. has a right of first refusal pursuant to the terms of its lease in the event the Circle K premises are sold separately from the remainder of the entire Mortgaged Property. The terms of such tenant’s lease state the right of first refusal does not apply in connection with a foreclosure, deed-in-lieu of foreclosure or any subsequent transfer of the entire

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			Mortgaged Property.
33	Baggett and Shaw Warehouse	(6) Permitted Liens; Title Insurance	Iron Mountain has a right of first refusal to purchase the Mortgaged Property; however, such tenant has executed a subordination, non-disturbance and attornment agreement providing that such right will not be exercisable in connection with a purchase of the Mortgaged Property at a foreclosure sale, a transfer of the Mortgaged Property to lender or its designee pursuant to a deed-in-lieu of foreclosure or the initial subsequent sale of the Mortgaged Property by lender or its designee after such foreclosure or deed-in-lieu of foreclosure.
44	Walgreens – Metairie, LA	(6) Permitted Liens; Title Insurance	The sole tenant has a right of first refusal to purchase the Mortgaged Property. The right of first refusal does not apply to a foreclosure sale or deed in lieu of foreclosure, but will apply to subsequent transfers.
46	Walgreens – Mauldin, SC	(6) Permitted Liens; Title Insurance	The sole tenant has a right of first refusal to purchase the Mortgaged Property. The right of first refusal does not apply to a foreclosure sale or deed in lieu of foreclosure, but will apply to subsequent transfers.
6	Columbus Park Crossing	(7) Junior Liens	SYNOVUS TRUST COMPANY, N.A. is the holder of a subordinate mortgage (“Subordinate Mortgage”) encumbering the fee and leasehold estate of the development authority of Columbus, Georgia (the “Columbus Development Authority”) in the related Mortgaged Property. The subordinate mortgage secures the Columbus Development Authority’s obligations under its 2001a and 2001b series taxable industrial development revenue bonds (the “Columbus Authority Bonds”). The related Borrower is the owner of the Columbus Authority Bonds. The holder of the subordinate mortgage is a party to a pledge, assignment and subordination agreement (the “Columbus Park Pledge Agreement”) which, among other provisions, subordinates the Subordinate Mortgage to the related

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			Mortgage Loan.
3	Williamsburg Premium Outlets	(16) Insurance	If the Borrower elects to have the insurance policies issued by a syndicate of insurers, then, if such syndicate consists of 5 or more members, at least 60% of the insurance coverage (or 75% if such syndicate consists of 4 or fewer members) is required to be provided by insurance companies having the rating of “A” or better by S&P, and the remaining 40% (or the remaining 25% if such syndicate consists of 4 or fewer members) is required to be provided by insurance companies having a claims paying ability rating of “BBB” or better by S&P.
10	Birch Run Premium Outlets	(16) Insurance	If the Borrower elects to have the insurance policies issued by a syndicate of insurers, then, if such syndicate consists of 5 or more members, at least 60% of the insurance coverage (or 75% if such syndicate consists of 4 or fewer members) is required to be provided by insurance companies having the rating of “A” or better by S&P, and the remaining 40% (or the remaining 25% if such syndicate consists of 4 or fewer members) is required to be provided by insurance companies having a claims paying ability rating of “BBB” or better by S&P.
44	Walgreens - Metairie, LA	(16) Insurance	The sole tenant may provide any insurance required to be maintained by the Borrower. The sole tenant is permitted to self-insure, provided, among other things, the tenant (or lease guarantor) maintains a “BBB-” rating by each rating agency).
46	Walgreens - Mauldin, SC	(16) Insurance	The sole tenant may provide any insurance required to be maintained by the Borrower. The sole tenant is permitted to self-insure, provided, among other things, the tenant (or lease guarantor) maintains a “BBB-” rating by each rating agency).
1	Sun MHC Portfolio	(24) Local Law Compliance	With respect to the Mortgaged Properties identified as Silver Star, Edwardsville, Snow to Sun, Valley View Estates and Colonial Village, the use of such Mortgaged Property

D-2-3

			as a manufactured housing facility constitutes a legal non-conforming use. The regulations of certain municipalities condition the right to maintain the legal non-conforming use on not discontinuing such non-conforming use for more than a prescribed period of time not less than six months or on the damage to the buildings following a casualty or similar event not exceeding a certain percentage of its value or replacement cost.
3	Williamsburg Premium Outlets	(26) Recourse Obligations	The Loan Documents do not provide for recourse for intentional material physical waste of the Mortgaged Property.  In addition, with respect to other non-recourse carve-outs, the liability of the guarantor is capped at $37,000,000, plus all of the reasonable out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees) incurred by the lender in the enforcement of the guaranty or the preservation of the lender’s rights thereunder.
5	Netflix HQ 1	(26) Recourse Obligations	There is no guarantor and no environmental indemnitor (other than the Borrower) under the Mortgage Loan.
10	Birch Run Premium Outlets	(26) Recourse Obligations	The Loan Documents do not provide for recourse for intentional material physical waste of the Mortgaged Property.  In addition, with respect to other non-recourse carve-outs, the liability of the guarantor is capped at $24,600,000, plus all of the reasonable out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees) incurred by the lender in the enforcement of the guaranty or the preservation of the lender’s rights thereunder.
6	Columbus Park Crossing	(31) Single-Purpose Entity	The Borrower guarantees the Columbus Authority Bonds, which Columbus Authority Bonds are owned by the Borrower itself and have been assigned to the lender under the Mortgage Loan pursuant to the Columbus Park Pledge Agreement as additional collateral for the Mortgage Loan.

D-2-4

3 10	Williamsburg Premium Outlets Birch Run Premium Outlets	(39) Organization of Borrower	The Borrowers under each Mortgage Loan are affiliates.
44 46	Walgreens – Metairie, LA Walgreens – Mauldin, SC	(39) Organization of Borrower	The Borrowers under each Mortgage Loan are affiliates.
53 58	Comfort Suites Locust Grove Comfort Suites Forsyth	(39) Organization of Borrower	The Borrowers under each Mortgage Loan are affiliates.
1	Sun MHC Portfolio	(43) Cross-Collateralization	The Mortgage Loan is evidenced by a $75,000,000 pari passu Note A-1.  The Mortgaged Properties are also security for a $29,066,000 pari passu Note A-2. The notes are cross-collateralized and cross defaulted with each other.
3	Williamsburg Premium Outlets	(43) Cross-Collateralization	The Mortgage Loan is evidenced by pari passu Note A-3 and Note A-4 with an aggregate original principal balance of $50,000,000.  The Mortgaged Property is also security for four pari passu notes with an aggregate original principal balance of $135,000,000. The notes are cross-collateralized and cross defaulted with each other.
4	Intercontinental Kansas City Hotel	(43) Cross-Collateralization	The Mortgage Loan is evidenced by a $45,000,000 pari passu Note A-1.  The Mortgaged Property is also security for a $30,140,000 pari passu Note A-2. The notes are cross-collateralized and cross defaulted with each other.
	Columbus Park	(43) Cross-	The Mortgage Loan is evidenced by a $40,000,000 pari passu Note A-1.  The Mortgaged Property is also security for a $30,500,000 pari

D-2-5

6	Crossing	Collateralization	passu Note A-2. The notes are cross-collateralized and cross defaulted with each other.
10	Birch Run Premium Outlets	(43) Cross-Collateralization	The Mortgage Loan is evidenced by a $20,000,000 pari passu Note A-1-A. The Mortgaged Property is also security for four pari passu notes with an aggregate original principal balance of $103,000,000. The notes are cross-collateralized and cross defaulted with each other.
11	Santa Monica Multifamily Portfolio	(43) Cross-Collateralization	The Mortgage Loan is evidenced by a $20,000,000 pari passu Note A-2. The Mortgaged Properties are also security for a $62,450,000 pari passu Note A-1. The notes are cross-collateralized and cross defaulted with each other.

D-2-6

SCHEDULE D-1

GERMAN AMERICAN CAPITAL CORPORATION

LOANS WITH EXISTING MEZZANINE DEBT

Annex A-1 ID#	Mortgage Loan	Existing Mezzanine Debt
11	Santa Monica Multifamily Portfolio	$5,550,000

D-2-7

SCHEDULE D-2

GERMAN AMERICAN CAPITAL CORPORATION

MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT IS PERMITTED IN THE FUTURE

Annex A-1 ID#	Mortgage Loan
12	Villas at Tenison
26	Santa Clarita Marketplace and Santa Clarita Crossroads

D-2-8

SCHEDULE D-3

GERMAN AMERICAN CAPITAL CORPORATION

CROSSED MORTGAGE LOANS

None.

D-2-9

EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

KEYBANK NATIONAL ASSOCIATION

Annex A-1 ID#	Mortgage Loan	Representation	Exception
2	North Point Center East	(26) Recourse	The non-recourse provisions of the Mortgage Loans provide for liability for actual losses, liabilities, costs and damages in connection with any misappropriation or conversion of rents after an event of default under the related Loan Documents. The non-recourse provisions of the Mortgage Loans do not provide for liability for actual losses, liabilities, costs and damages in connection with any breach of the environmental covenants contained in the related Loan Documents. However, the related non-recourse carveout guarantor has entered into an environmental indemnity agreement.
9 16  18  19  20 23 27 32 34 35 38	I-5 Self-Storage Coral Island Shopping Center MVP Indianapolis Parking Portfolio MVP Missouri Parking Portfolio Southeast Plaza Bear Valley Medical and Business Center Comfort Suites and La Quinta Inn Portfolio Academy Sports Decatur Western Village MHC Comfort Suites Kissimmee West-Ward Pharmaceutical	(26) Recourse Obligations	The non-recourse provisions of the Mortgage Loans provide for liability for actual losses, liabilities, costs and damages in connection with “willful misrepresentation” as opposed to “intentional material misrepresentation.”

D-2-10

39 40 43 45 48  49 50 54 56 57 59 60 62 63 64	Mil-Pine Plaza Perry Place Apartments BJ’s Wholesale Club Norfolk Cypress Grove Plaza Lockaway Self Storage O’Connor StaxUp Self Storage Alpine Portfolio StaxUp Self Storage Murrieta UP Industrial Storage Pros Redford Storage Pros Antioch Marquis Ranch Self Storage Paddock Building Rochester House Apartments Elmsleigh Apartments Pep Boys Winter Haven
14	Residence Inn Austin	(26) Recourse Obligations	The non-recourse provisions of the Mortgage Loans provide for liability for actual losses, liabilities, costs and damages in connection with “material willful misrepresentation” as opposed to “intentional material misrepresentation.”
48 49 50	Lockaway Self Storage O’Connor StaxUp Self Storage Alpine Portfolio StaxUp Self Storage Murrieta	(26) Recourse Obligations	The non-recourse provisions of the Mortgage Loans provide for liability for actual losses, liabilities, costs and damages in connection with “voluntary material physical waste” as opposed to “intentional material physical waste.” The non-recourse provisions of the Mortgage Loans provide for liability for actual losses, liabilities, costs and damages in connection with any misappropriation or conversion of rents after an event of default

D-2-11

			under the related Loan Documents.
54	UP Industrial	(26) Recourse Obligations	The non-recourse provision of the Mortgage Loan provides for liability for actual losses, liabilities, costs and damages in connection with “material physical waste of the Mortgaged Property, excluding from waste any failure to pay any taxes or assessments asset against the Mortgaged Property or to pay any premiums payable with respect to any insurance policy covering the Mortgaged Property as opposed to “intentional material physical waste of the Mortgaged Property”.
	All KeyBank Mortgage Loans	(27) Mortgage Releases	With respect to a taking of a portion of each Mortgaged Property, the principal balance of the Mortgage Loans is not required to be paid down if the holder of the Mortgage Loan receives an opinion of counsel that, if such amount is not paid, the securitization will not fail to maintain its status as a REMIC trust.
2	North Point Center East	(30) Due on Sale or Encumbrance	Certain transfers of direct and indirect interests greater than 50% in the Borrower are allowed provided that certain conditions are satisfied, including, among others, (i) no default or event of default has occurred and is continuing, (ii) certain persons remain in control and own certain percentages in certain entities including Borrower, (iii) the related guarantor is replaced in certain circumstances, (iv) the such transfer does not cause a violation of the special purposes entity covenants in the Loan Documents, and (v) the Borrower delivers an additional insolvency opinion if such transfer will result in a transferee and its Affiliates that does not currently own 49% or more of the direct or indirect equity interests in Borrower owning such percentage following such transfer.
40	Perry Place Apartments	(30) Due on Sale or Encumbrance	After a transfer to master Delaware statutory trust (the “Master DST”) of the beneficial interests in the related Borrower and delivery of the tax opinion to Lender pursuant to the loan agreement, the holder of a beneficial ownership interest in Master DST may transfer such

D-2-12

			interest without the consent of lender so long as: (i) following the transfer, no single transferee (each, a “Master DST Beneficial Interest Owner Transferee”) owns more than 49% of the direct or indirect interests in Master DST; provided, that, to the extent a Master DST Beneficial Interest Owner Transferee owns twenty percent (20%) or more of the direct or indirect interests in Master DST immediately following the transfer, the related Borrower must deliver, prior to such transfer and at its sole cost and expense, customary searches (credit, judgment, lien, bankruptcy, etc.) reasonably acceptable to lender with respect to such Master DST Beneficial Interest Owner Transferee, (ii) each Master DST Beneficial Interest Owner Transferee is an accredited investor pursuant to the loan agreement, (iii) each transfer complies with all applicable legal requirements, (iv) no change of control results from any transfer, (v) the management of the Mortgaged Property remains unchanged, (vi) there are no more than four hundred and ninety-nine holders of a beneficial interest in the Master DST, and (vii) the Borrower continues to comply with the representations and warranties in the Loan Documents after the transfer.
43	BJ’s Wholesale Club Norfolk	(34) Ground Leases	The Ground Lease requires Lessor to provide the lender with a copy of each notice or demand it gives to the lessee, but does not specifically provide that such notice is not effective if a copy is not furnished to the lender, but lender’s cure period does not commence until such notice is delivered to the lender. The Ground Lease provides that in the event of a casualty, the insurance proceeds payable to Lessee will be held by a 3rd party escrow agent located in Virginia and mutually acceptable to Lessor, Lessee and the lender.
18 19	MVP Indianapolis Parking Portfolio  MVP Missouri Parking Portfolio	(39) Organization of Borrower	The Borrowers under the Mortgage Loans have common ownership and are Affiliates.

D-2-13

45 64	Cypress Grove Plaza Pep Boys Winter Haven	(39) Organization of Borrower	The Borrowers under the Mortgage Loans have common ownership and are Affiliates.
48 49 50	Lockaway Self Storage O’Connor StaxUp Self Storage Alpine Portfolio StaxUp Self Storage Murrieta	(39) Organization of Borrower	The Borrowers under the Mortgage Loans have common ownership and are Affiliates.
56 57	Storage Pros Redford Storage Pros Antioch	(39) Organization of Borrower	The Borrowers under the Mortgage Loans have common ownership and are Affiliates.
62 63	Rochester House Apartments Elmsleigh Apartments	(39) Organization of Borrower	The Borrowers under the Mortgage Loans have common ownership and are Affiliates.

D-2-14

SCHEDULE D-1

KEYBANK NATIONAL ASSOCIATION

LOANS WITH EXISTING MEZZANINE DEBT

None.

D-2-15

SCHEDULE D-2

KEYBANK NATIONAL ASSOCIATION

MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT IS PERMITTED IN THE FUTURE

Annex A-1 ID#	Mortgage Loan
2	North Point Center East

D-2-16

SCHEDULE D-3

KEYBANK NATIONAL ASSOCIATION

CROSSED MORTGAGE LOANS

Annex A-1 ID#	Mortgage Loan
18	MVP Indianapolis Parking Portfolio
19	MVP Missouri Parking Portfolio

D-2-17

EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

JEFFERIES LOANCORE LLC

Annex A-1 ID#	Mortgage Loan	Representation	Exception
47	Radisson Cincinnati Riverfront	(24) Local Law Compliance	The use of the Mortgaged Property as a hotel constitutes a legal non-conforming use.  In the event of a casualty that is more than 50% of the fair market value of the Mortgaged Property, the Mortgaged Property must be rebuilt in compliance with the current zoning laws.
24	8911 Aviation Boulevard	(26) Recourse Obligations	The Mortgage Loan documents provide that any payment obligation of the Mortgage Loan guarantor pursuant to the environmental indemnity will not be required to be paid until 90 days following the filing of an environmental insurance claim that, if paid, would satisfy all of the guarantors’ liability. The borrower obtained environmental insurance that covers the Mortgaged Property through September 8, 2025, for which the premiums have been paid in full.
7	Promenade Gateway	(43) Cross-Collateralization	The Mortgage Loan is evidenced by a pari passu A-2 note, which has an original principal balance of $30,000,000.  The Mortgaged Property is also security for the pari passu A-1 note, which has an original principal balance of $60,000,000.  The notes are cross-collateralized and cross-defaulted with each other.

D-2-18

SCHEDULE D-1

JEFFERIES LOANCORE LLC

LOANS WITH EXISTING MEZZANINE DEBT

None.

D-2-19

SCHEDULE D-2

JEFFERIES LOANCORE LLC

MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT IS PERMITTED IN THE FUTURE

Annex A-1 ID#	Mortgage Loan
24	8911 Aviation Blvd

D-2-20

SCHEDULE D-3

JEFFERIES LOANCORE LLC

CROSSED MORTGAGE LOANS

None.

D-2-21

[THIS PAGE IS INTENTIONALLY LEFT BLANK]

ANNEX E

CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE 

	Period		Balance ($)		Period		Balance ($)		Period		Balance ($)
Initial Balance		60,282,000.00		39		60,282,000.00		78		39,872,647.22
1		60,282,000.00		40		60,282,000.00		79		38,717,421.01
2		60,282,000.00		41		60,282,000.00		80		37,639,060.45
3		60,282,000.00		42		60,282,000.00		81		36,475,010.68
4		60,282,000.00		43		60,282,000.00		82		35,412,606.55
5		60,282,000.00		44		60,282,000.00		83		34,345,894.51
6		60,282,000.00		45		60,282,000.00		84		33,038,667.81
7		60,282,000.00		46		60,282,000.00		85		31,962,330.94
8		60,282,000.00		47		60,282,000.00		86		30,803,211.51
9		60,282,000.00		48		60,282,000.00		87		29,717,810.26
10		60,282,000.00		49		60,282,000.00		88		28,549,883.19
11		60,282,000.00		50		60,282,000.00		89		27,455,344.91
12		60,282,000.00		51		60,282,000.00		90		26,356,368.08
13		60,282,000.00		52		60,282,000.00		91		25,175,249.95
14		60,282,000.00		53		60,282,000.00		92		24,067,027.27
15		60,282,000.00		54		60,282,000.00		93		22,876,925.16
16		60,282,000.00		55		60,282,000.00		94		21,759,382.50
17		60,282,000.00		56		60,282,000.00		95		20,637,307.78
18		60,282,000.00		57		60,282,000.00		96		19,356,809.37
19		60,282,000.00		58		60,281,816.95		97		18,224,992.13
20		60,282,000.00		59		59,452,081.79		98		17,011,963.74
21		60,282,000.00		60		58,326,415.28		99		15,870,637.38
22		60,282,000.00		61		57,421,765.61		100		14,648,369.21
23		60,282,000.00		62		56,438,473.14		101		13,497,457.52
24		60,282,000.00		63		55,526,096.07		102		12,341,878.08
25		60,282,000.00		64		54,535,294.80		103		11,105,760.52
26		60,282,000.00		65		53,615,127.85		104		9,940,481.48
27		60,282,000.00		66		52,691,194.64		105		8,694,939.04
28		60,282,000.00		67		51,689,164.16		106		7,519,882.63
29		60,282,000.00		68		50,757,347.64		107		6,340,060.30
30		60,282,000.00		69		49,747,656.86		108		4,930,254.10
31		60,282,000.00		70		48,714,036.62		109		3,739,930.00
32		60,282,000.00		71		47,676,223.86		110		2,470,051.85
33		60,282,000.00		72		46,386,483.91		111		1,269,749.60
34		60,282,000.00		73		45,339,231.16		112 and thereafter		0.00
35		60,282,000.00		74		44,205,463.67
36		60,282,000.00		75		43,149,364.39
37		60,282,000.00		76		42,007,000.92
38		60,282,000.00		77		40,941,984.17

E-1

[THIS PAGE IS INTENTIONALLY LEFT BLANK]

No dealer, salesman or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

TABLE OF CONTENTS
Summary of Certificates	3
Important Notice Regarding the Offered Certificates	10
Important Notice About Information Presented in This
Prospectus	11
Summary of Terms	17
Risk Factors	47
Description of the Mortgage Pool	117
Transaction Parties	182
Description of the Certificates	219
Description of the Mortgage Loan Purchase
Agreements	252
Pooling and Servicing Agreement	261
Certain Legal Aspects of Mortgage Loans	353
Certain Affiliations, Relationships and Related
Transactions Involving Transaction Parties	370
Pending Legal Proceedings Involving Transaction
Parties	371
Use of Proceeds	372
Yield and Maturity Considerations	372
Material Federal Income Tax Considerations	384
Certain State and Local Tax Considerations	396
Method of Distribution (Underwriter)	397
Incorporation of Certain Information by Reference	398
Where You Can Find More Information	398
Financial Information	399
Certain ERISA Considerations	399
Legal Investment	403
Legal Matters	404
Ratings	404
Index of Defined Terms	406

ANNEX A-1	CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES	A-1-1
ANNEX A-2	CERTAIN POOL CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES	A-2-1
ANNEX A-3	DESCRIPTION OF TOP 20 MORTGAGE LOANS AND GROUPS OF CROSS-COLLATERALIZED MORTGAGE LOANS	A-3-1
ANNEX B	FORM OF REPORT TO CERTIFICATEHOLDERS	B-1
ANNEX C	FORM OF OPERATING ADVISOR ANNUAL REPORT	C-1
ANNEX D-1	MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES	D-1-1
ANNEX D-2	EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES	D-2-1
ANNEX E	CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE	E-1

Dealers will be required to deliver a prospectus when acting as underwriters of these certificates and with respect to unsold allotments or subscriptions. In addition, all dealers selling these certificates will deliver a prospectus until the date that is 90 days from the date of this prospectus.

$697,358,000
(Approximate)

Deutsche Mortgage & Asset
Receiving Corporation

Depositor

COMM 2016-DC2 Mortgage Trust 

Issuing Entity

COMM 2016-DC2 Mortgage Trust
Commercial Mortgage Pass-
Through Certificates,
Series 2016-DC2

PROSPECTUS

Deutsche Bank Securities

Lead Manager and Sole Bookrunner

KeyBanc Capital Markets

Co-Manager

Jefferies LLC

Co-Manager

Academy Securities

Co-Manager

March 4, 2016