Unassociated Document

FWP 1 n200_fwpx1.htm FREE WRITING PROSPECTUS Unassociated Document

		FREE WRITING PROSPECTUS
		FILED PURSUANT TO RULE 433
		REGISTRATION FILE NO.: 333-179413-01

Barclays		UBS Investment Bank

March 20, 2013

Free Writing Prospectus

UBS-Barclays Commercial Mortgage Trust 2013-C6,
Commercial Mortgage Pass-Through Certificates,

Series 2013-C6

IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS: Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this Free Writing Prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another system.

This Free Writing Prospectus is not an offer to sell or a solicitation of an offer to buy these securities in any state where such offer, solicitation or sale is not permitted. The securities offered by these materials are being offered when, as and if issued. You are advised that the terms of the offered certificates, and the characteristics of the mortgage loan pool backing them, may change (due, among other things, to the possibility that mortgage loans that comprise the pool may become delinquent or defaulted, may be removed or replaced and that similar or different mortgage loans may be added to the pool or may not be funded, and that one or more classes of the offered certificates may be split, combined or eliminated), at any time prior to the time sales to purchasers of the offered certificates will first be made. You are advised that offered certificates may not be issued that have the characteristics described in these materials. An underwriter’s obligation to sell the offered certificates to you is conditioned on the mortgage loans and offered certificates having the characteristics described in these materials. If for any reason the depositor does not deliver the offered certificates, the underwriter will notify you, and neither the depositor nor any underwriter will have any obligation to you to deliver all or any portion of the offered certificates which you have committed to purchase.

The information in this Free Writing Prospectus, if conveyed prior to the time of your contractual commitment to purchase any of the offered certificates, supersedes any conflicting information contained in any prior similar materials relating to the offered certificates. The information in this document is preliminary and is subject to change, completion or amendment. The information in this document will be superseded by similar information subsequently delivered to you as part of the offering document relating to the offered certificates prior to the time of your contractual commitment to purchase any of the offered certificates. This Free Writing Prospectus is being delivered to you solely to provide you with information about the offered certificates and to solicit an offer to purchase the offered certificates, when, as and if issued. Any such offer to purchase made by you will not constitute a contractual commitment by you to purchase or give rise to an obligation by the underwriters to sell any of the offered certificates, until the underwriters have accepted your offer to purchase those certificates. Any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.

The information contained in this Free Writing Prospectus may not pertain to any securities that will actually be sold. The information contained in this Free Writing Prospectus may be based on assumptions regarding market conditions and other matters as reflected in this Free Writing Prospectus. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this Free Writing Prospectus should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this Free Writing Prospectus may, from time to time, have long or short positions in, and buy or sell, the securities mentioned in this Free Writing Prospectus or derivatives thereof (including options). Neither Barclays Capital Inc. nor UBS Securities LLC provides accounting, tax or legal advice.

The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-179413) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Barclays Capital Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-888-603-5847. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of the offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.

501 Gateway Drive

Brooklyn, NY 11239

Collateral Asset Summary

Gateway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$160,000,000

69.0%

1.66x

7.7%

Mortgage Loan Information			Property Information
Loan Seller:	UBSRES		Single Asset / Portfolio:	Portfolio
Loan Purpose:	Refinance		Property Type:	Retail – Anchored
Sponsor(1):	The Related Companies, L.P.		Collateral:	Fee Simple
Borrowers:	Gateway Center Properties I, L.L.C.		Location:	Brooklyn, NY
	Gateway Center Properties II, L.L.C.		Year Built / Renovated:	2002 / NAP
	Gateway Center Properties III, L.L.C.		Total Sq. Ft.(3):	354,881
Original Balance:	$160,000,000		Property Management:	Related Management Company, L.P.
Cut-off Date Balance:	$160,000,000		Underwritten NOI:	$12,359,568
% by Initial UPB:	TBD		Underwritten NCF:	$12,129,482
Interest Rate:	4.5055%		Appraised Value:	$232,000,000
Payment Date:	6th of each month		Appraisal Date:	October 31, 2012
First Payment Date:	April 6, 2013
Maturity Date:	March 6, 2023		Historical NOI
Amortization:	None		Most Recent NOI:	$12,113,934 (December 31, 2012)
Additional Debt:	None		2nd Most Recent NOI:	$11,867,851 (December 31, 2011)
Call Protection:	L(25), D(88), O(7)		3rd Most Recent NOI:	$11,779,077 (December 31, 2010)
Lockbox / Cash Management:	Hard / In-place		4th Most Recent NOI:	$11,911,158 (December 31, 2009)

Reserves(2)			Historical Occupancy(4)
	Initial	Monthly	Most Recent Occupancy:	100.0% (January 1, 2013)
Taxes:	$240,447	$60,112	2nd Most Recent Occupancy:	100.0% (December 31, 2011)
Insurance:	$27,991	$6,998	3rd Most Recent Occupancy:	100.0% (December 31, 2010)
Replacement:	$0	$2,957	4th Most Recent Occupancy:	100.0% (December 31, 2009)
TI/LC:	$0	$14,442	5th Most Recent Occupancy:	100.0% (December 31, 2008)

Financial Information			Historical Annual Rent Per Sq. Ft.(4)
Cut-off Date Balance / Sq. Ft. (3):		$451	Most Recent Rent Per Sq. Ft.:	$35.65 (December 31, 2012)
Balloon Balance / Sq. Ft. (3):		$451	2nd Most Recent Rent Per Sq. Ft.:	$35.18 (December 31, 2011)
Cut-off Date LTV:		69.0%	3rd Most Recent Rent Per Sq. Ft.:	$35.17 (December 31, 2010)
Balloon LTV:		69.0%	4th Most Recent Rent Per Sq. Ft.:	$35.09 (December 31, 2009)
Underwritten NOI DSCR:		1.69x	5th Most Recent Rent Per Sq. Ft.:	$34.70 (December 31, 2008)
Underwritten NCF DSCR:		1.66x	(1) The Sponsor is also the Sponsor of the mortgage loan in the pool known as Equinox Summit, which has a principal loan balance of $9,000,000. (2) See “Initial Reserves” and “Ongoing Reserves” herein. (3) The Gateway Property has a total of 638,991 sq. ft. including Target and Home Depot, which own their own land and improvements (and are not part of the collateral) totaling 284,110 sq. ft. Cut-Off Date Balance / Sq. Ft. and Balloon Balance / Sq. Ft. are calculated based on the 354,881 sq. ft. of collateral only. (4) Historical Occupancy and Historical Annual Rent Per Sq. Ft. shown in the tables above are based on historical operating statements and occupancy percentages provided by the Borrower.
Underwritten NOI Debt Yield:		7.7%
Underwritten NCF Debt Yield:		7.6%

501 Gateway Drive

Brooklyn, NY 11239

Collateral Asset Summary

Gateway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$160,000,000

69.0%

1.66x

7.7%

Property Summary
Property Name	Location	Borrowers	Total Sq. Ft.	Year Built / Renovated	Note Amount	Appraised Value	Occupancy (as of 1/1/2013)
Gateway I	Brooklyn, NY	Gateway Center Properties I, L.L.C.	152,500	2002 / NAP	$65,000,000	$94,000,000	100.0%
Gateway II	Brooklyn, NY	Gateway Center Properties II, L.L.C.	98,773	2002 / NAP	50,000,000	72,000,000	100.0%
Gateway III	Brooklyn, NY	Gateway Center Properties III, L.L.C.	103,608	2002 / NAP	45,000,000	66,000,000	100.0%
Total / Wtd. Avg.:			354,881		$160,000,000	$232,000,000	100.0%

Anchor and Major Tenant Summary
	Ratings (Fitch/Moody’s/S&P)(1)	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area (2)	U/W Annual Base Rent Per Sq. Ft.(3)	% of U/W Base Rent(3)(4)	Lease Expiration	2012 Total Sales (000s)(5)	Sales Per Sq. Ft.(6)	Occupancy Cost (% of Sales)(6)(7)
Non-Collateral Anchor Tenants
Target	A-/A2/A+	148,707	23.3%	NAP	NAP	NAP	NAV	NAV	NAP
Home Depot	A-/A3/A-	135,403	21.2	NAP	NAP	NAP	NAV	NAV	NAP
Subtotal		284,110	44.5%				NAV	NAV	NAP

Anchor Tenants
BJ’s Wholesale Club, Inc.(8)	NR/B2/B	128,995	20.2%	$35.68	34.2%	9/30/2027	NAV	NAV	NAV
Subtotal		128,995	20.2%	$35.68	34.2%		NAV	NAV	NAV

Major In-Line Tenants
Bed Bath & Beyond(9)	NR/NR/BBB+	37,734	5.9%	$44.16	12.4%	1/31/2018	NAV	NAV	NAV
Babies R Us(10)	B-/B1/CCC+	36,908	5.8	$27.21	7.5	1/31/2018	$15,663	$424	8.1%
Marshalls(11)	NR/A3/A	35,021	5.5	$33.34	8.7	9/30/2017	$17,284	$494	8.4%
Best Buy(12)	BB-/Baa2/BB	31,679	5.0	$52.92	12.5	1/31/2023	NAP	NAP	NAP
Old Navy(13)	BBB-/Baa3/BB+	26,861	4.2	$46.34	9.3	10/31/2017	$10,657	$397	12.9%
Subtotal		168,203	26.3%	$40.19	50.2%		NAV	NAV	NAV

Other	Various	57,683	9.0%	$36.27	15.5%	Various	$34,767	$603	7.5%
Vacant	NAP	0	0.0	$0.00	NAP	NAP	NAP	NAP	NAP
Total/Wtd. Avg.(14)		638,991	100.0%	$37.91	100.0%		NAP	NAP	NAP

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

(2)	% of Net Rentable Area is based on total sq. ft. of 638,991.

(3)	U/W Annual Base Rent Per Sq. Ft. and % of U/W Base Rent include percentage-in-lieu rent that was calculated based on 2012 Total Sales.

(4)	% of U/W Base Rent is based on total occupied underwritten base rent and excludes non-collateral anchor tenants as well as any gross-up of vacant space.

(5)	2012 Total Sales (000s) represents 2012 total sales as reported by the borrowers except as noted below.

(6)	Sales Per Sq. Ft. and Occupancy Cost (% of Sales) are based on 2012 Total Sales or 2011 sales, as reported.

(7)	Occupancy Cost (% of Sales) is calculated as (A) the sum of (i) underwritten base rent and (ii) the tenant-by-tenant expense recoveries per the rent roll dated January 1, 2013, divided by (B) the 2012 Total Sales or 2011 sales, as reported.

(8)	BJ’s Wholesale Club, Inc. has four five-year extension options. BJ’s Wholesale Club, Inc. has not reported historical sales amounts.

(9)	Bed Bath & Beyond has three five-year renewal options with co-tenancy and termination options related to other tenants going dark. Bed Bath & Beyond only reports sales amounts if greater than 90% of break-point.

(10)	Babies R Us has five five-year renewal options remaining. Babies R Us did not report 2012 Total Sales. Figures shown above represent 2011 sales.

(11)	Marshalls has three five-year renewal options with co-tenancy and termination options related to certain other tenants going dark. Marshalls did not report 2012 Total Sales. Figures shown above represent 2011 sales.

(12)	Best Buy has four five-year renewal options. Best Buy is not required to report sales.

(13)	Old Navy has one five-year renewal option remaining with co-tenancy and termination options related to certain other tenants going dark.

(14)	Wtd. Avg. U/W Annual Base Rent Per Sq. Ft. is based on total occupied collateral sq. ft. of 354,881, which excludes ground lease anchor tenants totaling 284,110 sq. ft. as well as any gross-up of vacant space.

501 Gateway Drive

Brooklyn, NY 11239

Collateral Asset Summary

Gateway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$160,000,000

69.0%

1.66x

7.7%

Lease Rollover Schedule(1)
Year	# of Leases Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring	Cumulative Sq. Ft. Expiring	Cumulative % of Sq. ft. Expiring	Annual U/W Base Rent Per Sq. Ft.(2)	% U/W Base Rent Rolling(2)	Cumulative % of U/W Base Rent(2)
MTM	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2013	0	0	0.0	0	0.0%	$0.00	0.0	0.0%
2014	0	0	0.0	0	0.0%	$0.00	0.0	0.0%
2015	0	0	0.0	0	0.0%	$0.00	0.0	0.0%
2016	0	0	0.0	0	0.0%	$0.00	0.0	0.0%
2017	6	112,218	31.6	112,218	31.6%	$37.59	31.4	31.4%
2018	2	74,642	21.0	186,860	52.7%	$35.78	19.9	51.2%
2019	0	0	0.0	186,860	52.7%	$0.00	0.0	51.2%
2020	0	0	0.0	186,860	52.7%	$0.00	0.0	51.2%
2021	0	0	0.0	186,860	52.7%	$0.00	0.0	51.2%
2022	1	7,347	2.1	194,207	54.7%	$38.90	2.1	53.3%
2023	1	31,679	8.9	225,886	63.7%	$52.92	12.5	65.8%
Thereafter	1	128,995	36.3	354,881	100.0%	$35.68	34.2	100.0%
Vacant	NAP	0	0.0	354,881	100.0%	NAP	NAP
Total / Wtd. Avg.	11	354,881	100.0%			$37.91	100.0%

(1)	Certain tenants may have early termination options that may become exercisable prior to the stated lease expiration in the subject lease. Such early termination options are not considered in this chart.

(2)	Annual U/W Base Rent Per Sq. Ft., % U/W Base Rent Rolling and Cumulative % of U/W Base Rent are based on the underwritten occupied base rent and underwritten occupied sq. ft., and exclude any gross up of vacant space.

The Loans. The Gateway loans (collectively, the “Gateway Loans”) are comprised of three (3) individual cross-collateralized and cross-defaulted fixed rate loans totaling $160.0 million ($451 per sq. ft.) secured by (i) each borrowers’ fee simple interest in its portion of a 354,881 sq. ft. portion (the “Gateway Collateral”) of a 638,991 sq. ft. Class A anchored retail shopping center located at 501 Gateway Drive in Brooklyn, New York (the “Gateway Property”), (ii) a mortgage on the parking lot and certain other common areas within the Gateway Property (the “CA Tract”) owned by Gateway Center Parking Association, LLC (“CA Owner”), an affiliate of the borrowers, and (iii) a pledge of each borrower’s special membership interests in CA Owner (as described below). The Gateway Collateral includes anchor tenant BJ’s Wholesale Club, Inc. but does not include anchor tenants Target Corporation (“Target”) or Home Depot U.S.A., Inc. (“Home Depot”), which own their own land and improvements at the Gateway Property. Each Gateway Loan has a ten-year term, is interest-only and accrues interest at a fixed rate equal to 4.5055%.

The Gateway Loans proceeds were used to refinance existing debt of approximately $92.9 million, pay closing costs of approximately $2.5 million, fund upfront reserves of $268,439 and return equity to the sponsors of approximately $64.3 million. Based on the appraised value of $232.0 million as of October 31, 2012, the cut-off date LTV is 69.0%.

The Borrowers / Sponsor. Each borrower is a single purpose Delaware limited liability company (as identified in the Property Summary table), each structured to be bankruptcy-remote and each with at least two independent directors in its organizational structure (collectively, the “Borrowers”). The sponsor of the Borrowers and the non-recourse carveout guarantor is The Related Companies, L.P. (“Related Companies” or the “Sponsor”). Each Borrower is owned 100% by Gateway Center Properties LLC, which is owned by Related Gateway, LLC (managing member 50% ownership interest), SMR RBV Gateway LLC (39.1%) and RBV Gateway, LLC (10.9%). Related Gateway, LLC is owned by Related Retail, LP (managing member, 0.5%), Related Properties, LLC (78.4%) and other additional members (21.1%). Related Retail, LP is 99% owned by Related Companies. SMR RBV Gateway LLC is 100% owned by Stephen Ross.

Founded in 1972, Related Companies has experience in the development, construction, acquisition, finance, and management of real estate assets. Related Companies has over 2,000 employees in eight offices nationwide, led by a senior management team with an average of 29 years in real estate. Related Companies owns and operates over 17,500 residential units composed of 4,500 luxury residential rental units, and 13,000 affordable units. In addition, Related Companies own and operate approximately 11 million sq. ft. of commercial space in retail centers, office buildings, trade show space, and mixed-use facilities as of June 2012. Its entire portfolio is valued at over $15 billion. Related Companies has developed over $22 billion of real estate since its inception. Related Companies is currently the nation’s largest developer, having built over 33,000 residential units and over 15 million sq. ft. of commercial and mixed-use properties.

The Property. The Gateway Property consists of a Class A anchored retail shopping center located at 501 Gateway Drive in Brooklyn, New York. The Gateway Property is situated immediately north of the Belt Parkway, approximately 14 miles southeast of

501 Gateway Drive

Brooklyn, NY 11239

Collateral Asset Summary

Gateway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$160,000,000

69.0%

1.66x

7.7%

midtown Manhattan and approximately 8 miles east of downtown Brooklyn. Anchors and major tenants at the Gateway Property include Target and Home Depot (neither of which are included in the Gateway Collateral) as well as BJ’s Wholesale Club, Inc., Babies R Us, Bed Bath & Beyond, Marshalls, Best Buy and Old Navy (all included in the Gateway Collateral). The Gateway Collateral, combined with two non-collateral anchor tenants, Target and Home Depot, and a common parcel which includes parking, driveways and landscaping, operates as a single property through a permanent Operation and Easement Agreement (“OEA”). While Home Depot and Target own and operate their own land and improvements, the OEA provides that the non-collateral anchors contribute their pro rata share of the costs of owning and operating the common area. The Gateway Property was 100.0% occupied for the past five years and is currently 100.0% occupied as of the rent roll dated January 1, 2013. The Gateway Property was developed by the Sponsor in 2002.

The Gateway Property is located along Gateway Drive just north of the Belt Parkway, a major regional expressway thoroughfare. The Belt Parkway has a reported daily traffic count of 149,023 vehicles. The Gateway Property is visible from the Belt Parkway and is located five miles west of the John F. Kennedy International Airport. The area surrounding the Gateway Property is primarily residential, with commercial and industrial development which serves the needs of the local population.

The chart below details the Gateway Property’s tenancy by general type.

Gateway Property Tenant Type Summary
Tenant Type	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area	U/W Annual Base Rent Per Sq. Ft.	% of Total U/W Base Rent(1)	Average Remaining Lease Term (Yrs)	2012 Sales Per Sq. Ft.(2)	Occupancy Cost %(3)
Anchor Tenants (non-collateral)(4)	284,110	NAP	NAP	NAP	NAP	NAP	NAP

Anchor Tenant (collateral)	128,995	36.3%	$35.68	34.2%	14.5	NAV	NAV
Major In-Line > 10,000 - Comp	132,968	37.5	$35.64	35.2	4.6	$423	10.1%
Major In-Line > 10,000 - Non-Comp	69,413	19.6	$48.16	24.8	7.1	NAV	NAV
Outparcel	23,505	6.6	$32.75	5.7	6.1	$941	4.4%
Vacant	0	0.0	NAP	NAP	NAP	NAP	NAP
Total / Wtd. Avg.(5)	354,881	100.0%	$37.91	100.0%

(1)	% of Total U/W Base Rent is based on the underwritten occupied base rent and underwritten occupied sq. ft., and excludes non-collateral anchor tenants as well as any gross up of vacant space.

(2)	2012 Sales Per Sq. Ft. represents 2012 Total Sales as reported by the Borrowers except in certain cases may represent 2011 sales if the 2012 sales figures have not been reported.

(3)	Occupancy Cost % is calculated as (A) the sum of (i) underwritten base rent and (ii) the tenant-by-tenant expense recoveries per the rent roll dated January 1, 2013, divided by (B) the 2012 sales or 2011 sales, as reported.

(4)	Anchor Tenants (non-collateral) include Target (148,707 sq. ft.) and Home Depot (135,403 sq. ft.).

(5)	Wtd. Avg. U/W Annual Base Rent Per Sq. Ft. is based on the underwritten occupied collateral base rent and underwritten occupied collateral sq. ft., and excludes any gross up of vacant space.

The Market. The Gateway Property is located in the New York City borough of Brooklyn. New York City’s five boroughs are a part of the Greater New York Region, within the New York-Northern New Jersey-Long Island Metropolitan Statistical Area (New York “MSA”) encompassing 23 counties in southeastern New York State, and central and northern New Jersey, all closely connected by the area’s vast mass transit infrastructure. Primary access to the Gateway Property area is provided by the Belt Parkway. The Belt Parkway is a major thoroughfare linking Queens and Long Island with Brooklyn, John F. Kennedy International Airport, the Verrazano-Narrows Bridge leading to Staten Island, the Brooklyn Bridge and Brooklyn-Battery Tunnel leading to Manhattan and the Brooklyn Queens Expressway. The Belt Parkway has a reported average daily traffic count of 149,023 vehicles. According to the appraisal, the population of New York City has increased by 2.7% from 8.0 million in 2000 to 8.2 million in 2012.

The Gateway Property is located in the New York MSA, which had a 2013 estimated population of approximately 19.1 million people. Between 2000 and 2013, the MSA population increased 4.5% and is projected to increase 2.0% through 2018. The Gateway Property’s trade area within a 1-, 3- and 5-mile radius also experienced positive annual population growth over the period between 2000 and 2013 at 10.4%, 3.9% and 1.9%, respectively with the estimated 2013 population being 32,872, 524,629 and 1,664,823, respectively. Through 2018, the populations within a 1-, 3- and 5-mile radius are expected to continue to grow to 34,242, 541,478 and 1,712,914, respectively, which represent growth rates of 4.2%, 3.2% and 2.9%, respectively.

Average estimated household income for 2013 within a 1-, 3- and 5-mile radius was $44,196, $56,629 and $59,985, respectively, compared to the State of New York average of $81,625. Approximately 16.4% of the population within a 5-mile radius of the Gateway Property has an average estimated household income of $100,000 or more.

501 Gateway Drive

Brooklyn, NY 11239

Collateral Asset Summary

Gateway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$160,000,000

69.0%

1.66x

7.7%

According to the appraisal, the Gateway Property is located in the north Brooklyn submarket which contains 5,645 retail properties accounting for approximately 35.1 million sq. ft. As of the third quarter 2012, the overall retail vacancy rate was 3.3% which decreased from the third quarter 2011 vacancy rate of 3.8%. The average rental rate for the north Brooklyn retail market as of the third quarter 2012 was $32.23 per sq. ft.

The chart below details the Gateway Property’s competitive set.

Competitive Property Summary(1)
Property	Year Built / Renovated	Total GLA	Major Tenants	Occupancy %(2)	Proximity (miles)
Gateway Property	2002 / NAP	638,991	Target, Home Depot, BJ’s Wholesale Club, Inc.	100.0%	Subject

Kings Plaza Shopping Center	1969	1,078,736	CVS, Macy’s, Modell’s Sporting Goods, Old Navy, Sears	100.0%	3.7

Atlantic Terminal	NAV	373,000	Target, DSW, Guitar Center, Men’s Wearhouse	99.2%	6.8

Shops at Atlantic Center	NAV	399,000	Marshalls, OfficeMax, Old Navy, Pathmark	100.0%	7.1

Queens Place	NAV	455,000	Best Buy, Macy’s Furniture, Target	98.9%	7.3

Green Acres Mall	NAV	1,800,000	Best Buy, JC Penney, Macy’s, Target	99.6%	8.6

Bay Harbour Mall	NAV	303,282	Bed, Bath & Beyond, Best Buy, Burlington Coat Factory, CVS Pharmacy, Marshalls, Staples	100.0%	9.3

(1)	Source: Appraisal

(2)	The Gateway Property Occupancy % is based on Total GLA, including non-collateral anchors.

Cash Flow Analysis.

Cash Flow Analysis
	12/31/2010	12/31/2011	12/31/2012	U/W	U/W Per Sq. Ft.(1)
Base Rent(2)	$12,480,822	$12,480,822	$12,652,303	$13,453,779	$37.91
Percentage Rent	0	5,043	0	0	$0.00
Gross Potential Rent	$12,480,822	$12,485,865	$12,652,303	$13,453,779	$37.91
Total Recoveries	2,966,294	2,813,018	2,874,793	3,039,636	$8.57
Total Other Income(3)	9,809	17,171	14,048	4,980	$0.01
Less: Vacancy(4)	0	0	0	(494,802)	(3.0%)
Effective Gross Income	$15,456,925	$15,316,054	$15,541,144	$16,003,593	$45.10
Total Operating Expenses	3,677,848	3,448,203	3,427,210	3,644,026	$10.27
Net Operating Income	$11,779,077	$11,867,851	$12,113,934	$12,359,568	$34.83
TI/LC	0	0	0	173,304	$0.49
Capital Expenditures	0	0	0	56,781	$0.16
Net Cash Flow	$11,779,077	$11,867,851	$12,113,934	$12,129,482	$34.18

(1)	U/W Per Sq. Ft. is based on collateral sq. ft. of 354,881.

(2)	U/W Base Rent is based on the rent roll dated January 1, 2013.

(3)	U/W Total Other Income is based on 2012 actual other income at the Gateway Center II Property.

(4)	Less: Vacancy includes an underwritten adjustment of 3.0%. As of the rent roll dated January 1, 2013, the Gateway Property was 100.0% occupied.

Major Tenants Historical Sales Per Sq. Ft.(1)
Tenant	2010	2011	2012
Babies R Us	$465	$424	NAV
Marshalls	$517	$494	NAV
Old Navy	$380	$336	$397

(1)	Based on historical sales statements provided by the Borrower.

501 Gateway Drive

Brooklyn, NY 11239

Collateral Asset Summary

Gateway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$160,000,000

69.0%

1.66x

7.7%

Property Management. The Gateway Property is managed by Related Management Company, L.P., an affiliate of the Borrowers.

Lockbox / Cash Management. Each Gateway Loan is structured with a hard lockbox and in-place cash management. Under each Gateway Loan, all excess cash will be swept into a lender controlled account upon the occurrence of one or more of the following events: (i) an event of default by such Borrower, (ii) the bankruptcy or insolvency of such Borrower, guarantor or property manager, (iii) the DSCR falling below 1.15x or (iv) the occurrence of any of the foregoing while any of the three Gateway Loans remains crossed with one or both of the other Gateway Loans.

Initial Reserves. At closing, the Borrowers deposited, collectively, (i) $240,447 into the tax reserve account and (ii) $27,991 into the insurance reserve account.

Ongoing Reserves. On a monthly basis, the Borrowers are required to deposit, collectively, reserves of (i) $60,112 into the tax reserve account, (ii) $6,998 into the insurance reserve account, (iii) $2,957 into the capital expenditure/replacement reserve account, and (iv) $14,442 into the TI/LC reserve account subject to a cap in an amount equal to $693,216.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None permitted.

Partial Release. None permitted.

Pledge and Security Agreements. The Borrowers collectively owns 100% of the special membership interests in CA Owner (as further described below). Pursuant to the OEA recorded against the CA Tract, the owners of each of (1) the CA Tract and the tracts owned by each Borrower (collectively), (2) the Home Depot parcel and (3) the Target parcel may appoint an “Approving Party”. The owners of the CA Tract and the tracts owned by the Borrowers may appoint only one of the three Approving Parties. The three Approving Parties have the sole right to make certain decisions pursuant to the terms of the OEA, including the right to amend the OEA. Pursuant to the limited liability company agreement of CA Owner, each Borrower received special membership interests in CA Owner entitling them to approve any action taken by CA Owner as an Approving Party. Lender received a first mortgage in the CA Tract and a pledge of each Borrower’s special membership interests in CA Owner.

501 Gateway Drive

Brooklyn, NY 11239

Collateral Asset Summary

Gateway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$160,000,000

69.0%

1.66x

7.7%

(THIS PAGE INTENTIONALLY LEFT BLANK)

575 Broadway

New York, NY 10012

Collateral Asset Summary

575 Broadway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$125,850,000

41.7%

3.47x

14.4%

Mortgage Loan Information				Property Information
Loan Seller:	UBSRES			Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance			Property Type:	Mixed Use – Retail / Office
Sponsor:	Peter M. Brant			Collateral:	Leasehold
Borrower:	575 Broadway Associates L.P.			Location:	New York, NY
Original Balance:	$125,850,000			Year Built / Renovated:	1882 / 2010
Cut-off Date Balance:	$125,850,000			Total Sq. Ft.:	169,450
% by Initial UPB:	TBD			Property Management:	A.R.I. Investors Inc.
Interest Rate:	4.0040%			Underwritten NOI:	$18,103,031
Payment Date:	6th of each month			Underwritten NCF:	$17,713,296
First Payment Date:	March 6, 2013			Appraised Value:	$302,000,000
Maturity Date:	February 6, 2023			Appraisal Date:	December 18, 2012
Amortization:	None
Additional Debt:	None			Historical NOI
Call Protection:	L(26), D(87), O(7)			Most Recent NOI:	$8,535,192 (T-12 October 31, 2012)
Lockbox / Cash Management:	Hard / In-place			2nd Most Recent NOI:	$8,275,390 (December 31, 2011)
				3rd Most Recent NOI:	$8,993,760 (December 31, 2010)
Reserves(1)
	Initial	Monthly		Historical Occupancy(2)
Taxes:	$276,270	$87,705		Most Recent Occupancy:	100.0% (December 1, 2012)
Insurance:	$147,025	$23,337		2nd Most Recent Occupancy:	100.0% (December 31, 2011)
Replacement:	$4,236	$4,236		3rd Most Recent Occupancy:	100.0% (December 31, 2010)
TI/LC:	$28,242	$28,242		4th Most Recent Occupancy:	100.0% (December 31, 2009)
Immediate Repairs:	$82,500	$0		(1) See “Initial Reserves” and “Ongoing Reserves” and “Grand Lease” herein. (2) Historical Occupancy is based on historical operating statements provided by the Borrower.
Interest Expense:	$391,925	$0
Façade Renovation:	$1,468,500	Springing
Ground Rent:	$250,000	$250,000
Prada TI/LC:	$0	Springing

Financial Information
Cut-off Date Balance / Sq. Ft.:			$743
Balloon Balance / Sq. Ft.:			$743
Cut-off Date LTV:			41.7%
Balloon LTV:			41.7%
Underwritten NOI DSCR:			3.54x
Underwritten NCF DSCR:			3.47x
Underwritten NOI Debt Yield:			14.4%
Underwritten NCF Debt Yield:			14.1%

575 Broadway

New York, NY 10012

Collateral Asset Summary

575 Broadway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$125,850,000

41.7%

3.47x

14.4%

Anchor and Major Tenant Summary

Ratings

(Fitch/Moody’s/S&P)(1)

Net

Rentable

Area

(Sq. Ft.)

% of

Net

Rentable

Area(2)

U/W Annual Base
Rent Per Sq. Ft.(3)

% of Owned
U/W Base
Rent(3)(4)

Lease

Expiration

2012 Total
Sales (000s)

Sales

Per Sq. Ft.

Occupancy
Cost

(% of Sales)

Retail Tenants

Prada(5)

NR/NR/NR

30,079

17.8%

$398.95

49.0%

1/31/2023

NAV

Gucci(6)

NR/NR/NR

12,312

7.3

$450.45

22.6

3/31/2028

NAV

New York Food (Lure Nightclub)

NR/NR/NR

10,482

6.2

$67.76

2.9

8/31/2013

NAV

Subtotal

52,873

31.2%

$345.29

74.6%

NAV

Major Office Tenants

Estee Lauder, Inc. (7)

NR/A2/A

46,000

27.1%

$59.88

11.2%

10/31/2021

NAP

Coldwater Creek(8)

NR/NR/NR

22,500

13.3

$43.12

4.0

9/30/2019

NAP

Code & Theory

NR/NR/NR

19,500

11.5

$60.51

4.8

6/30/2022

NAP

CES Energy(9)

NR/NR/NR

11,000

6.5

$40.00

1.8

9/30/2016

NAP

Subtotal

99,000

58.4%

$53.99

21.8%

NAP

Office Other

Various

17,577

10.4%

$50.40

3.6%

Various

NAP

Vacant

NAP

0.0

$0.00

NAP

Total/Wtd. Avg.(10)

169,450

100.0%

$144.51

100.0%

NAP

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

(2)	% of Net Rentable Area is based on total sq. ft. of 169,450 per the December 1, 2012 rent roll.

(3)	U/W Annual Base Rent Per Sq. Ft. and % of Owned U/W Base Rent include contractual rent steps through January 31, 2014.

(4)	% of Owned U/W Base Rent is based on total occupied underwritten base rent and exclude any gross up of vacant space.

(5)	Prada has one 5-year extension option. Figures shown above reflect 5,079 sq. ft. of storage space.

(6)	Gucci has one 5-year renewal option. Figures shown above reflect 3,000 sq. ft. of storage space.

(7)

Estee Lauder, Inc. has the option to terminate its lease entirely or with respect to a portion of its space constituting a full floor effective October 31, 2016. Estee Lauder, Inc. must deliver notice not later than twelve calendar months prior to the termination date and pay a termination fee equal to six monthly installments of the rent then in effect for the terminated portion. Figures shown above reflect 1,000 sq. ft. of storage space.

(8)	Coldwater Creek has sublet a portion of its leased space (3,000 sq. ft.) to Security Industry Specialists, Inc. under a sublease agreement dated June 2010. The sublease has an expiration date of September 4, 2013. Coldwater Creek has one 5-year renewal option.

(9)	CES Energy has one 5-year renewal option.

(10)	Wtd. Avg. U/W Annual Base Rent Per Sq. Ft. is based on the underwritten occupied base rent and underwritten occupied sq. ft.

Lease Rollover Schedule(1)
Year	# of Leases Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring		Cumulative Sq. Ft. Expiring	Cumulative % of Sq. ft. Expiring	Annual U/W Base Rent Per Sq. Ft.(2)(3)	% U/W Base Rent Rolling(2)(3)	Cumulative % of U/W Base Rent(2)(3)
MTM	0	0		0.0%	0	0.0%	$0.00	0.0%	0.0%
2013	2	10,482		6.2	10,482	6.2%	$67.76	2.9	2.9%
2014	0	0		0.0	10,482	6.2%	$0.00	0.0	2.9%
2015(4)	0	0		0.0	10,482	6.2%	$0.00	0.0	2.9%
2016	1	11,000		6.5	21,482	12.7%	$40.00	1.8	4.7%
2017	0	0		0.0	21,482	12.7%	$0.00	0.0	4.7%
2018	1	8,500		5.0	29,982	17.7%	$61.50	2.1	6.8%
2019	2	22,500		13.3	52,482	31.0%	$43.12	4.0	10.8%
2020	0	0		0.0	52,482	31.0%	$0.00	0.0	10.8%
2021	4	46,000		27.1	98,482	58.1%	$59.88	11.2	22.0%
2022	1	19,500		11.5	117,982	69.6%	$60.51	4.8	26.9%
2023	5	30,079		17.8	148,061	87.4%	$398.95	49.0	75.9%
Thereafter	4	21,389		12.6	169,450	100.0%	$276.27	24.1	100.0%
Vacant	NAP	0		0.0	169,450	100.0%	NAP	NAP
Total / Wtd. Avg.	20	169,450		100.0%			$144.51	100.0%

(1)	Certain tenants may have early termination options that may become exercisable prior to the stated lease expiration date in the subject lease. Such early termination dates are not considered in this chart.

(2)	Annual U/W Base Rent Per Sq. Ft., % U/W Base Rent Rolling and Cumulative % of U/W Base Rent include contractual rent steps through January 31, 2014.

(3)	Annual U/W Base Rent Per Sq. Ft., % U/W Base Rent Rolling and Cumulative % of U/W Base Rent are based on the underwritten occupied base rent and underwritten occupied sq. ft., and exclude any gross up of vacant space.

(4)	Excludes The Shack on Prince kiosk.

575 Broadway

New York, NY 10012

Collateral Asset Summary

575 Broadway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$125,850,000

41.7%

3.47x

14.4%

The Loan. The 575 Broadway loan (the “575 Broadway Loan”) is a $125.85 million ($743 per sq. ft.) fixed rate loan secured by the borrower’s leasehold interest in a 169,450 sq. ft. Class B retail and office building located at 575 Broadway in New York, New York (the “575 Broadway Property”). The 575 Broadway Loan has a ten year term, is interest-only and accrues interest at a fixed rate equal to 4.0040%.

The 575 Broadway Loan proceeds were used to refinance existing debt of approximately $20.9 million, fund upfront reserves totaling approximately $2.6 million, pay closing costs of approximately $4.0 million, and return equity to the sponsors of approximately $98.3 million. Based on the appraised value of $302.0 million as of December 18, 2012, the cut-off date LTV is 41.7%.

The Borrower / Sponsor. The borrower, 575 Broadway Associates L.P. (the “Borrower”), is a single purpose Delaware limited partnership structured to be bankruptcy-remote, with two independent directors in its organizational structure. The sponsor of the Borrower and the non-recourse carveout guarantor is Peter M. Brant (“Sponsor”). According to his December 31, 2011 personal financial statement, Mr. Brant has a net worth of $294.3 million and liquidity of $1.7 million.

Mr. Brant is an entrepreneur, manufacturing executive, publisher, philanthropist, sportsman and art collector. Mr. Brant is the chairman and chief executive officer of White Birch Paper Company (“White Birch”), whose predecessor business his father co-founded in the 1940s. In 2008, Mr. Brant bought out his partner in White Birch. White Birch is based in Greenwich, Connecticut and is among the largest newsprint manufacturers in North America. Mr. Brant also heads Brant Publications, Inc., a magazine publishing concern he co-founded in 1984. As a real estate developer, Mr. Brant was the driving force behind Conyers Farm, a 1,500-acre premier residential community located in Greenwich, Connecticut and North Castle, New York. Mr. Brant established strict zoning, building and environmental standards, ensuring appropriate density with and architectural integrity among the homes built in the community. Mr. Brant is the founder of the Greenwich Polo Club, the Saratoga Polo Association and co-founder of the Bridgehampton Polo Club. Mr. Brant’s primary philanthropic focus is The Brant Foundation, Inc. and The Brant Foundation Art Study Center which promote the education and appreciation of contemporary art and design.

The Property. The 575 Broadway Property consists of a 6-story, 169,450 sq. ft. retail and office building comprised of the entire northern block-front of Prince Street between Broadway and Mercer Streets in the SoHo neighborhood of Manhattan, New York. The retail component, split between the ground level and a mezzanine level, totals 39,794 sq. ft. (23.5% of NRA) and generates 72.3% of total underwritten base rent. The office component, located on floors two through six, totals 115,577 sq. ft. (68.2% of NRA), and generates 25.2% of total underwritten base rent. Additionally, there is 14,079 sq. ft. (8.3% of the NRA) of sub-basement storage space which serves various retail and office tenants in the building and generates 2.5% of the total underwritten base rent. The 575 Broadway Property was 100.0% leased as of December 1, 2012.

The 575 Broadway Property was built in 1882 and renovated in 2010. The Borrower’s leasehold interest in the 575 Broadway Property was acquired in 1989 for total consideration of $9.6 million. Since the acquisition, the Borrower has invested approximately $2.8 million in capital improvements, along with an additional $3.4 million in miscellaneous expenses on the 575 Broadway Property.

The 575 Broadway Property is subject to a Special Permit and Declaration by the New York City Planning Commission dated May 20, 1992 and as amended thereafter. The aim of the restrictive declaration, which is typical of similarly aged properties within the neighborhood, is to preserve the historical character of the 575 Broadway Property through the establishment of a continuing maintenance program which is overseen by the Landmarks Preservation Commission (“LPC”). In connection with this agreement, the 575 Broadway Property is inspected every three years by a preservation architect selected by the New York Landmark Conservancy who identifies a scope of work necessary to preserve the exterior of the building. Thereafter, the repairs must be made within nine months of the issuance of an LPC permit for such work subject to appeal by “Declarant” (collectively, the then-ground lessor and the ground lessee of the 575 Broadway Property) at the expense of the Declarant. The most recent report, a Cyclical Maintenance and Inspection Report dated January 2013 from Walter B. Melvin Architects, LLC, identified necessary repairs totaling $1.34 million. Approximately $1.5 million has been reserved for the historic preservation of the 575 Broadway Property, see Initial Reserves below.

The 575 Broadway Property is located in the SoHo neighborhood of New York, New York which is generally defined as the area bound by Broadway to the east, West Broadway to the west, Houston Street to the north, and Canal Street to the south. This area benefits from access to A, C and E subway lines along Sixth Avenue, Broadway’s N, R and Q subway lines, and is a short distance from a Path commuter train station to New Jersey. While the heavily traveled arteries of Broadway, Houston Street, Canal Street and West Broadway have always contained a significant amount of retail space, the central roadways such as Mercer Street, Prince Street, Spring Street and Wooster Street also attract notable retailers and galleries.

575 Broadway

New York, NY 10012

Collateral Asset Summary

575 Broadway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$125,850,000

41.7%

3.47x

14.4%

The largest office tenant at the 575 Broadway Property is Estee Lauder, Inc. which occupies a total of 45,000 sq. ft. of office space on two floors and 1,000 sq. ft. of storage space under leases that expire conterminously on October 31, 2021. The largest retail tenant is Prada which leases 25,000 sq. ft. of retail space on two floors and 5,079 sq. ft. of storage space under leases that expire conterminously on January 31, 2023. Other office and retail tenants include Gucci, Code & Theory, Coldwater Creek, 20th Century Acquisitions, Inc. and CES Energy, Inc.

The Market. The 575 Broadway Property is located in the SoHo neighborhood within the New York City Statistical Metropolitan Area (“SMA”) in the borough of Manhattan. The population of New York City is approximately 8.2 million. Manhattan forms the political, financial and cultural core of the SMA and is considered the economic growth engine of the greater New York Region. New York City’s other boroughs are Brooklyn, Queens, Staten Island and the Bronx. The area’s vast mass transit infrastructure closely connects the five boroughs and surrounding suburban areas forming the Greater New York Region.

Based on the appraisal, New York City’s biggest growth drivers are the tech industry and tourism. Total visitors to the city rose to 50.5 million in 2011. Tourists spent $32.0 billion at local businesses creating employment in the hospitality and retail sectors. In addition, a market research firm reported record numbers for the 2011-2012 season with $1.1 billion in revenue. In recent years, such names as Lacoste, Fossil, Armani AX, Banana Republic, Hugo Boss, H&M, TopShop, Uniqlo, Zales, Crate & Barrel, BeBe, Escada, Victoria’s Secret, Billabong, Eddie Bauer, the Nature Company and J Crew have all opened shops in SoHo. Pedestrian traffic at the corner of Broadway and Prince is very high, with varied demographics, including students, tourists and professionals attracted to the area’s galleries, restaurants, stores and upscale boutiques.

The 575 Broadway Property’s trade area within a 1-, 3- and 5-mile radius experienced positive annual population growth between 2000 and 2013 at 3.1%, 15.2%, and 7.4%, respectively with the estimated 2013 population being 244,765, 1,005,492 and 2,455,964, respectively. Through 2018, the populations within a 1-, 3- and 5-mile radius are expected to grow to 249,953, 1,056,675 and 2,549,254, respectively, which represent growth rates of 2.1%, 5.1%, and 3.8%, respectively.

Average estimated household income for 2013 within a 1-, 3- and 5-mile radius is $122,049, $121,494 and $109,337, respectively, compared to the State of New York average of $81,625. Approximately 32.9% of the population within a 5-mile radius of the 575 Broadway Property has an average estimated household income of $100,000 or more.

The 575 Broadway Property is located in the New York City retail market and the SoHo retail submarket. The New York City retail market contains 5,003 buildings consisting of approximately 63.5 million sq. ft. of retail space. As of the third quarter 2012, the overall vacancy rate was 2.1%, which represented a decrease of 140 basis points from its peak of 3.5% as of year-end 2008. The average rental rate for the market in third quarter 2012 was $51.18 per sq. ft., which represented a $0.86 per sq. ft. (1.7%) increase over the previous quarter’s value of $50.32 per sq. ft., and a $1.45 per sq. ft. (-2.7%) year over year decrease. During the third quarter 2012, the market reported positive net absorption of 48,824 sq. ft. An industry research report reported one delivery totaling 8,359 sq. ft. during third quarter 2012 with nine properties, totaling 603,886 sq. ft, under construction at the end of the 3Q 2012. The SoHo retail submarket contains 947 buildings accounting for approximately 8.7 million square feet. As of third quarter 2012, the overall vacancy rate was 1.9% and the average rental rate was $64.32 per sq. ft.

The table below shows statistics as of the third quarter of 2012 for retail space in the market and submarket.

Category(1)	New York - Retail	SoHo - Retail
Existing Supply (Sq. Ft.)	63,498,067	8,747,215
Average Vacant	2.1%	1.9%
Average Rent Per Sq. Ft.	$51.18	$64.32

(1)	Source: Industry research report

The 575 Broadway Property is located in the New York City office market and the SoHo office submarket. The New York City Class B office market contains 1,379 buildings consisting of approximately 160.4 million sq. ft. of office space. As of third quarter 2012, the overall vacancy rate for the Class B office submarket was 5.7%, which represented a decrease of 530 basis points from its peak of 11.0% as of year-end 2002. The average rental rate for the market in third quarter 2012 was $44.66 per sq. ft., which represented a $0.72 per sq. ft. (1.6%) increase over the previous quarter’s value of $43.94 per sq. ft., and a $3.40 per sq. ft. (8.2%) year over year increase. During the third quarter 2012, the market reported negative net absorption of 59,376 sq. ft. An industry research company reported zero deliveries during third quarter 2012 with 3 properties, totaling 60,150 sq. ft, under construction at the end of the third quarter 2012. The SoHo Class B office submarket contains 118 buildings accounting for approximately 6.1 million square feet. As of third quarter 2012, the overall vacancy rate for the Class B office submarket was 4.3% and the average rental rate was $57.47 per sq. ft.

575 Broadway

New York, NY 10012

Collateral Asset Summary

575 Broadway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$125,850,000

41.7%

3.47x

14.4%

The table below shows statistics as of the third quarter of 2012 for Class B office space in the market and submarket.

Category(1)	New York - Class B Office	SoHo - Class B Office
Existing Supply (Sq. Ft.)	160,400,956	6,108,707
Average Vacant	5.7%	4.3%
Average Rent Per Sq. Ft.	$44.66	$57.47

(1)	Source: Industry research report

The table below shows the 575 Broadway Property’s ground level retail vacancy rate and asking rents in comparison to its direct ground level retail competitors in the retail submarket.

Summary of Comparable Ground Level Retail Space(1)
Building	Size (Sq. Ft.)	% Leased	Asking Rent (Net) Per Sq. Ft.
575 Broadway Property	19,312	100%	$811(2)
494 Broadway	2,175	100%	$800
560 Broadway	7,000	100%	$450
568 Broadway	12,135	100%	$625
532 Broadway	2,500	100%	$540
529 Broadway	8,750	0%	$675

(1)	Source: Appraisal.

(2)	575 Broadway Property Asking Rent (Net) Per Sq. Ft. is based on underwritten occupied base rent and underwritten total ground level retail sq. ft.

The table below shows the 575 Broadway Property’s vacancy rate and asking rents in comparison to its direct competitors in the office submarket.

Summary of Comparable Office Properties(1)
Building	Year Built	Size (Sq. Ft.)	% Leased	Asking Rent (Net) Per Sq. Ft.
575 Broadway Property	1882	169,450	100%	$53(2)
915 Broadway	1927	215,000	NAV	$48
665 Broadway	1901	148,000	NAV	$41
530 Broadway	1912	25,000	NAV	$43
22 Howard Street	1920	42,840	NAV	$50
111 Fifth Avenue	1984	181,000	NAV	$52
451 Broadway	1920	65,000	NAV	$43
295 Lafayette Street	1885	231,000	NAV	$40
Total / Wtd. Avg.(3)		907,840		$45

(1)	Source: Appraisal.

(2)	575 Broadway Property Asking Rent (Net) Per Sq. Ft. is based on underwritten occupied base rent for office tenants including contractual rent steps through January 31, 2014 and underwritten total occupied office sq. ft. of 115,577.

(3)	Total / Wtd. Avg. excludes the 575 Broadway Property.

575 Broadway

New York, NY 10012

Collateral Asset Summary

575 Broadway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$125,850,000

41.7%

3.47x

14.4%

Cash Flow Analysis.

Cash Flow Analysis
	12/31/2010	12/31/2011	T-12 10/31/2012	U/W	U/W Per Sq. Ft.
Base Rent(1)	$14,891,180	$9,798,404	$10,909,920	$24,471,415	$144.42
Rent Steps(2)	0	0	0	15,277	0.09
Mark to Market Adjustment(3)	0	0	0	87,932	0.52
Gross Potential Rent	$14,891,180	$9,798,404	$10,909,920	$24,574,624	$145.03
Total Recoveries	0	2,890,638	2,986,858	1,783,080	10.52
Total Other Income(4)	0	855,854	908,677	806,000	4.76
Less: Vacancy(5)	0	0	0	(1,317,885)	(5.0%)
Effective Gross Income	$14,891,180	$13,544,896	$14,805,455	$25,845,818	$152.53
Total Operating Expenses	5,897,420	5,269,506	6,270,263	7,742,788	45.69
Net Operating Income	$8,993,760	$8,275,390	$8,535,192	$18,103,031	$106.83
TI/LC	0	0	1,265	338,900	2.00
Capital Expenditures	0	0	0	50,835	0.30
Net Cash Flow	$8,993,760	$8,275,390	$8,533,927	$17,713,296	$104.53

(1)	U/W Base Rent is based on the rent roll dated December 1, 2012.

(2)	U/W Rent Steps includes contractual rent increases through January 31, 2014.

(3)	Mark to Market Adjustment represents the difference between contract and market rent for the New York Food lease which expires on August 31, 2013 on the presumption that it will be released at market rates.

(4)	Total Other Income includes rental income from the Shack on Prince, a kiosk tenant.

(5)	Less: Vacancy includes an underwriting adjustment of a 3% market vacancy allowance and a 2% credit and collections loss in line with the appraiser’s estimates.

Property Management. The 575 Broadway Property is managed by A.R.I. Investors Inc., an independent management company.

Lockbox / Cash Management. The 575 Broadway Loan is structured with a hard lockbox and in-place cash management. All excess cash will be swept into a lender controlled account upon the occurrence of one of the following events: (i) an event of default, (ii) the bankruptcy or insolvency of Borrower, Guarantor or affiliated Manager, (iii) a Prada Cash Sweep Trigger Event, (iv) a Facade Cash Sweep Trigger Event, or (v) if the DSCR falls below 1.75x.

A “Prada Cash Sweep Trigger Event” shall mean the occurrence of any of the following: (a) Prada gives notice of its intention not to renew or extend its lease past its January 31, 2023 expiration date, (b) 6 months prior to Prada lease expiration, Prada has not extended its lease or entered into a new lease, (c) an event of default under the Prada lease beyond any applicable notice or cure period, (d) bankruptcy or insolvency of Prada, or (e) Prada goes dark, vacates, ceases to occupy, or discontinues its operations at the leased premises.

A “Facade Cash Sweep Trigger Event” shall mean the occurrence of any submission by the “Preservation Architect” (as defined in the Facade Declaration) of a “Periodic Report” or “Emergency Incident Report” (each as defined in the Facade Declaration) to Borrower, Ground Lessor, LPC and City Planning Commission (“CPC”) containing the applicable required Facade Renovation Work.

Initial Reserves. At closing, the Borrower deposited (i) $276,270 into a real estate tax reserve account, (ii) $147,025 into an insurance reserve account, (iii) $4,236 into a replacement reserve account, (iv) $28,242 into a TI/LC reserve account, (v) $82,500 into an immediate repairs reserve account, (vi) $391,925 into an interest reserve account, (vii) $1,468,500 into a facade renovation reserve account, and (viii) $250,000 into a ground rent reserve account.

Ongoing Reserves. On a monthly basis, the Borrower is currently required to deposit reserves of (i) $87,705 into the tax reserve account, (ii) $23,337 into the insurance reserve account, (iii) $4,236 into the replacement reserve account, (iv) $28,242 into the TI/LC reserve account subject to a cap in the amount of $1,000,000, and (v) the ground rent due for the subsequent month.

The 575 Broadway Loan is structured with a springing Prada TI/LC Reserve. The springing Prada TI/LC Reserve is designed to sweep all remaining cash flow after the occurrence of a Prada Cash Sweep Trigger Event, provided a Facade Cash Sweep Trigger Event has not occurred.

575 Broadway

New York, NY 10012

Collateral Asset Summary

575 Broadway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$125,850,000

41.7%

3.47x

14.4%

The 575 Broadway Loan is also structured with a springing Facade Renovation Reserve. The springing Facade Renovation Reserve is designed to sweep all remaining cash flow after the occurrence of a Façade Cash Sweep Trigger Event.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None permitted.

Ground Lease. The parcel on which the entire 575 Broadway Property is located is leased by the Borrower under a ground lease that expires on June 30, 2060. The annual ground rent for 2013 of $3.0 million is payable monthly and increases each year on January 1 as set forth in the ground lease ($3,363,750 for 2014, $3,740,231.25 for 2015, and $3,881,250 for 2016). After the ground rent reaches $4,140,000 on January 1, 2017 the annual rent increases according to the CPI subject to certain limits and maximums.

575 Broadway

New York, NY 10012

Collateral Asset Summary

575 Broadway

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$125,850,000

41.7%

3.47x

14.4%

8000 West Broward Boulevard

Plantation, FL 33388

Collateral Asset Summary

Broward Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,000,000

57.0%

2.82x

11.7%


Mortgage Loan Information			Property Information
Loan Seller:	UBSRES		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance		Property Type:	Retail – Regional Mall
Sponsor(1):	Westfield America, Inc.		Collateral:	Fee Simple
Borrower:	Broward Mall LLC		Location:	Plantation, FL
Original Balance(2):	$95,000,000		Year Built / Renovated:	1978 / 1993, 2002, 2012-2013
Cut-off Date Balance:	$95,000,000		Total Sq. Ft. (4):	325,701
% by Initial UPB:	TBD		Property Management:	Westfield, LLC
Interest Rate:	3.8830%		Underwritten NOI:	$11,145,065
Payment Date:	1st of each month		Underwritten NCF:	$10,565,467
First Payment Date:	April 1, 2013		Appraised Value:	$166,800,000
Maturity Date:	March 1, 2023		Appraisal Date:	January 30, 2013
Amortization:	None
Additional Debt:	None		Historical NOI
Call Protection:	L(25), D or YM1(88), O(7)		Most Recent NOI:	$9,563,038 (December 31, 2012)
Lockbox / Cash Management:	Hard / Springing		2nd Most Recent NOI:	$10,709,904 (December 31, 2011)
			3rd Most Recent NOI:	$9,770,008 (December 31, 2010)
Reserves(3)
	Initial	Monthly	Historical Occupancy(6)
Taxes:	$0	Springing	Most Recent Occupancy:	83.1% (January 28, 2013)
Insurance:	$0	Springing	2nd Most Recent Occupancy:	84.7% (December 31, 2011)
Replacement:	$0	Springing	3rd Most Recent Occupancy:	88.2% (December 31, 2010)
TI/LC:	$0	Springing	(1) The Sponsor is also the sponsor of the mortgage loan in the pool known as Santa Anita Mall, which has an original principal balance of $70,000,000. (2) The Broward Mall Loan is evidenced by Promissory Notes A and B with an aggregate original principal balance of $95,000,000. (3) See “Initial Reserves”, “Ongoing Reserves” and “Guaranty” herein. (4) The Broward Mall Property will have a total of 1,037,728 sq. ft. including Sears, Macy’s, JC Penney and Dillard’s, which own their own land and improvements totaling 712,027 sq. ft. Cut-off Date Balance / Sq. Ft. and Balloon Balance / Sq. Ft. are calculated based on the 325,701 sq. ft. of collateral only. Total Sq. Ft. includes 55,509 sq. ft. of theater space that is currently under construction. See “Guaranty” herein. (5) Balloon LTV is based on the “as is” appraised value of $166.8 million as of January 30, 2013. Based on the “as stabilized” value of $209.0 million as of February 1, 2015 the balloon LTV is 45.5%. (6) Historical Occupancy shown in the table above is based on historical operating statements and occupancy percentages provided by the Borrower, based on the 325,701 sq. ft. of collateral only and including 55,509 sq. ft. of theater space that is currently under construction as occupied space.

Financial Information
Cut-off Date Balance / Sq. Ft. (4):		$292
Balloon Balance / Sq. Ft. (4):		$292
Cut-off Date LTV:		57.0%
Balloon LTV(5):		57.0%
Underwritten NOI DSCR:		2.98x
Underwritten NCF DSCR:		2.82x
Underwritten NOI Debt Yield:		11.7%
Underwritten NCF Debt Yield:		11.1%

8000 West Broward Boulevard

Plantation, FL 33388

Collateral Asset Summary

Broward Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,000,000

57.0%

2.82x

11.7%

Anchor and Major Tenant Summary
	Ratings (Fitch/Moody’s/S&P)(1)	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area (2)	U/W Annual Base Rent Per Sq. Ft.(3)(4)	% of Owned U/W Base Rent(3)(4)	Lease Expiration	2012 Total Sales (000s)	Sales Per Sq. Ft.(5)	Occupancy Cost (% of Sales)(5)(6)
Non-Collateral Anchor Tenants
Sears	CCC/B3/CCC+	209,609	20.2%	NAP	NAP	NAP	$38,312	$183	NAP
Macy’s	BBB/Baa3/BBB	201,500	19.4	NAP	NAP	NAP	$56,060	$278	NAP
JC Penney	B/Caa1/B-	158,360	15.3	NAP	NAP	NAP	$32,484	$205	NAP
Dillard’s	BB+/Ba3/BB	142,558	13.7	NAP	NAP	NAP	$14,196	$100	NAP
Subtotal		712,027	68.6%				$141,052	$198

Theatre Tenant
Regal Cinemas(7)	B+/B1/B+	55,509	5.3%	$24.00	14.4%	11/30/2028	NAV	NAV	NAV
Subtotal		55,509	5.3%	$24.00	14.4%		NAV	NAV	NAV

Major In-Line Tenants
Love Culture	NAV	10,000	1.0%	$21.20	2.3%	7/31/2021	$2,862	$286	10.4%
Victoria’s Secret	BB+/Ba1/BB+	9,819	0.9	$37.00	3.9	1/31/2015	$6,538	$666	9.8%
Express and Express Men	BB+/Ba2/BB	9,010	0.9	$36.00	3.5	1/31/2014	$2,946	$327	19.7%
Subtotal		28,829	2.8%	$31.21	9.7%		$12,346	$428	12.3%

Other(8)	Various	186,284	18.0%	$37.73	75.9%	Various	$42,385	$407	17.0%
Vacant	NAP	55,079	5.3	NAP	NAP	NAP	NAP	NAP	NAP
Total/Wtd. Avg.(9)		1,037,728	100.0%	$34.22	100.0%		NAP	NAP	NAP

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

(2)	% of Net Rentable Area is based on total mall sq. ft. of 1,037,728, inclusive of non-owned anchor tenants.

(3)	U/W Annual Base Rent Per Sq. Ft. and % of Owned U/W Base Rent include contractual rent steps through February 1, 2014 as well as percentage-in-lieu rent that was calculated based on 2012 Total Sales.

(4)	U/W Annual Base Rent Per Sq. Ft. and % of Owned U/W Base Rent are based on total occupied underwritten base rent and exclude any gross up of vacant space.

(5)	Sales Per Sq. Ft. and Occupancy Cost (% of Sales) are based on 2012 Total Sales figures.

(6)	Occupancy Cost (% of Sales) is calculated as (A) the sum of (i) underwritten base rent, inclusive of percentage in lieu rent that was calculated based on 2012 Total Sales and (ii) the tenant-by-tenant expense recoveries per the rent roll dated January 28, 2013, divided by (B) the 2012 Total Sales.

(7)	Regal Cinemas has executed a lease for 55,509 sq. ft. of space that is currently under construction. See “Guaranty” below.

(8)	Other Sales Per Sq. Ft. and Occupancy Cost (% of Sales) include only tenants less than or equal to 9,000 sq. ft. that reported 2010, 2011 and 2012 sales (excluding kiosk, ATM, food court and other non-mall-shop tenants).

(9)	Wtd. Avg. U/W Annual Base Rent Per Sq. Ft. is based on total occupied collateral sq. ft. of 270,622, including Regal Cinemas, and excluding any gross up of vacant space.

8000 West Broward Boulevard

Plantation, FL 33388

Collateral Asset Summary

Broward Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,000,000

57.0%

2.82x

11.7%

Lease Rollover Schedule(1)
Year	# of Leases Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring	Cumulative Sq. Ft. Expiring	Cumulative % of Sq. ft. Expiring	Annual U/W Base Rent Per Sq. Ft.(2)(3)	% U/W Base Rent Rolling(2)(3)	Cumulative % of U/W Base Rent(2)(3)
MTM	10	23,771	7.3%	23,771	7.3%	$17.56	4.6%	4.6%
2013	4	9,009	2.8	32,780	10.1%	$33.23	3.3	7.8%
2014	20	52,432	16.1	85,212	26.2%	$29.61	17.0	24.8%
2015	16	35,329	10.8	120,541	37.0%	$42.45	16.4	41.2%
2016	9	11,361	3.5	131,902	40.5%	$56.02	7.0	48.2%
2017	10	19,430	6.0	151,332	46.5%	$45.88	9.7	57.9%
2018	9	18,786	5.8	170,118	52.2%	$56.79	11.7	69.6%
2019	6	11,559	3.5	181,677	55.8%	$45.41	5.7	75.3%
2020	3	6,499	2.0	188,176	57.8%	$37.32	2.7	78.0%
2021	3	12,380	3.8	200,556	61.6%	$25.97	3.5	81.5%
2022	3	8,103	2.5	208,659	64.1%	$28.88	2.6	84.1%
2023	3	6,454	2.0	215,113	66.0%	$19.38	1.4	85.4%
Thereafter	1	55,509	17.0	270,622	83.1%	$24.00	14.6	100.0%
Vacant	NAP	55,079	16.9	325,701	100.0%	NAP	NAP
Total / Wtd. Avg.	97	325,701	100.0%			$33.79	100.0%

(1)	Certain tenants may have early termination options that may become exercisable prior to the stated lease expiration date in the subject lease. Such early termination dates are not considered in this chart.

(2)	Annual U/W Base Rent Per Sq. Ft., % U/W Base Rent Rolling and Cumulative % of U/W Base Rent include contractual rent steps through February 1, 2014.

(3)	Annual U/W Base Rent Per Sq. Ft., % U/W Base Rent Rolling and Cumulative % of U/W Base Rent are based on the underwritten occupied base rent and underwritten occupied sq. ft., and exclude any gross up of vacant space.

The Loan. The Broward Mall loan (the “Broward Mall Loan”) is a $95.0 million ($292 per sq. ft. of owned collateral), fixed rate loan secured by the borrower’s fee simple interest in a 325,701 sq. ft. portion (the “Broward Mall Collateral”) of a 1,037,728 sq. ft. regional mall located at 8000 West Broward Boulevard in Plantation, Florida (the “Broward Mall Property”). The Broward Mall collateral does not include anchors Sears, Macy’s, JC Penney and Dillard’s. Major national tenants at the Broward Mall Property include Love Culture, Victoria’s Secret, and Express and Express Men. The Broward Mall Loan has a 10-year term, is interest-only and accrues interest at a fixed rate equal to 3.8830%. The Sponsor has provided a payment guaranty and a springing payment guaranty, see “Guaranty” herein.

The Broward Mall Loan proceeds were used to refinance existing debt of approximately $52.0 million, pay closing costs of $666,596 and return equity to the sponsors of approximately $42.3 million. Based on the appraised value of $166.8 million as of January 30, 2013, the cut-off date LTV is 57.0%.

The Borrower / Sponsor. The borrower, Broward Mall LLC (the “Borrower”), is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with at least two independent directors in its organizational structure. The sponsor of the Borrower and the non-recourse carveout guarantor is Westfield America, Inc. (the “Sponsor”). The Sponsor is a real estate investment trust (“REIT”) with interests in 55 shopping centers made up of 50 super-regional shopping centers, four regional shopping centers and one power center in markets such as Northern California, Chicago, southern Florida, Los Angeles, New Jersey, New York, San Diego and suburban Washington, DC. The Sponsor’s US shopping center portfolio encompasses approximately 63 million sq. ft. of retail space within 12 states, which it leases to nearly 9,000 specialty retailers. Within the state of Florida, Westfield America, Inc. has interests in seven properties, including the Broward Mall Property.

The Property. The Broward Mall Property consists of a bi-level, 1,037,728 sq. ft. total and 325,701 collateral sq. ft. enclosed mall situated on a 30.53-acre site. Anchor tenants at the Broward Mall Property include Sears, Macy’s, JC Penney and Dillard’s which are not included in the Broward Mall collateral. Inline tenants include a diverse mix of nationally recognized retailers such as: Victoria’s Secret, Express and Express Men, New York & Company, Finish Line, Hollister Co., American Eagle Outfitters, Bath & Body Works, Ann Taylor Loft and Aeropostale. Regal Cinemas will take occupancy upon completion of its 55,509 sq. ft. addition slated for completion in December 2013 (in regards to the Regal Cinemas occupancy, see “Guaranty” below). Mall shop space consists of approximately 89 stores totaling 186,268 sq. ft. inclusive of the food court and kiosks. As of the January 28, 2013 rent roll, the Broward Mall Property was 94.7% occupied and the Broward Mall Collateral was 83.1% occupied. In 2012 the Broward Mall Property generated approximately $220.0 million in gross sales including comp inline and major tenant sales of $422 per sq. ft. and occupancy cost of 16.2%.

The Broward Mall Property was built in 1978 and has been renovated several times, with the most recent renovations expected to be completed in 2013. The extensive renovation and expansion currently being completed at the Broward Mall Property includes the addition of a 55,509 sq. ft., 12-screen movie theater and the reconfiguration of approximately 46,674 sq. ft. of inline space. The

8000 West Broward Boulevard

Plantation, FL 33388

Collateral Asset Summary

Broward Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,000,000

57.0%

2.82x

11.7%

renovation was started in 2012 and is slated to be completed by December 2013. The Borrower reportedly purchased the Broward Mall Property in 2009 for $228.0 million and has since invested $6.3 million in capital expenditures and has reportedly budgeted approximately $24.0 million for the current renovation.

The Broward Mall Property is located along South University Drive and West Broward Boulevard, both major thoroughfares and retail corridors within the area. According to the appraisal, approximately 102,500 vehicles travel past the Broward Mall Property daily along its fronting thoroughfares. Primary access to the Broward Mall Property is provided by South University Drive, which connects with the Port Everglade Expressway (I-595) approximately one mile south of the Broward Mall Property, and West Broward Boulevard, which connects with Florida’s Turnpike (Route 91) approximately one mile west. Broward Boulevard also connects with Interstate 95 approximately 3 miles east of the Broward Mall Property. The immediate neighborhood is considered a suburban location and is located approximately 10 miles west of the Fort Lauderdale Central Business District (“CBD”) and 25 miles north of the Miami CBD. The Broward Mall Property is located approximately 12 miles from the Fort Lauderdale International Airport. According to the appraisal, the Broward Mall Property’s trade area is projected to include 2,817,933 people (within a 20 mile radius as of 2012) with a median household income of $46,556.

The chart below details the Broward Mall Property’s tenancy by general type.

Broward Mall Property Tenant Type Summary
Tenant Type	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area	U/W Annual Base Rent Per Sq. Ft.(1)	% of Total U/W Base Rent(1)(2)	Average Remaining Lease Term (Yrs)	2012 Sales Per Sq. Ft.	Occupancy Cost (% of Sales)(3)
Anchor Tenants (non-collateral)(4)	712,027	NAP	NAP	NAP	NAP	$198	NAP

Theater	55,509	17.0	$24.00	14.4	15.7	NAV	NAV
Major – Comp	18,829	5.8	$36.52	7.4	1.3	$504	12.9%
Major – Non-Comp	10,000	3.1	$21.20	2.3	8.3	NAV	NAV
In-line <9,000 sq. ft. – Comp	104,166	32.0	$38.60	43.4	3.0	$407	17.0%
In-line <9,000 sq. ft. – Non-Comp	71,632	22.0	$21.15	16.4	3.0	NAV	NAV
Food Court – Comp	4,490	1.4	$125.41	6.1	3.5	$1,007	16.1%
Food Court – Non-Comp	4,035	1.2	$71.67	3.1	6.1	NAV	NAV
ATM/Kiosk/Other(5)	1,961	0.6	$326.40	6.9	1.7	$2,348	21.8%
Vacant	55,079	16.9	NAP	NAP	NAP	NAP	NAP
Total / Wtd. Avg.(6)(7)(8)	325,701	100.0%	$34.22	100.0%

(1)	U/W Annual Base Rent Per Sq. Ft. and % of Total U/W Base Rent include contractual rent steps through February 1, 2014 and percentage-in-lieu of rent that was calculated based on 2012 Total Sales.

(2)	% of Total U/W Base Rent is based on the underwritten occupied base rent and underwritten occupied sq. ft., and excludes any gross up of vacant space.

(3)

Occupancy Cost (% of Sales) is calculated as (A) the sum of (i) underwritten base rent, inclusive of percentage in lieu of rent that was calculated based on 2012 total sales and (ii) the tenant-by-tenant expense recoveries per the rent roll dated January 28, 2013, divided by (B) the 2012 Total Sales.

(4)	Anchor Tenants (non-collateral) includes Sears (209,609 sq. ft.), Macy’s (201,500 sq. ft.), JC Penney (158,360 sq. ft.), and Dillard’s (142,558 sq. ft.).

(5)	ATM/Kiosk/Other 2012 Sales Per Sq. Ft. and Occupancy Cost (% of Sales) include only kiosk tenants that reported 2010, 2011 and 2012 sales.

(6)	Wtd. Avg. U/W Annual Base Rent Per Sq. Ft. is based on the underwritten occupied base rent and underwritten occupied sq. ft., and excludes any gross up of vacant space.

(7)	Total Net Rentable Area (Sq. Ft.) excludes Anchor Tenants (non-collateral).

(8)	Wtd. Avg. U/W Annual Base Rent Per Sq. Ft. is exclusive of Anchor Tenants (non-collateral).

The Market. The Broward Mall Property is located in the Plantation Submarket of Plantation, Florida, within close proximity of the Port Everglade Expressway (Interstate 595) and Florida’s Turnpike (Route 91), approximately 10 miles west of Fort Lauderdale CBD. The area surrounding the Broward Mall Property is accessed by the Florida Turnpike, the Sawgrass Expressway, Interstate 95, and Interstate 595. The Florida Turnpike is a north-south toll road the runs through the state. Interstate 95 is located about 3 miles east of the Broward Mall Property and is a major expressway on the east coast of the United States running parallel to the Atlantic Ocean between Florida and New England. The Broward Mall Property is the only regional mall in Plantation and the appraisal identifies a trade area for the Broward Mall Property of up to 20 miles. Broward County has an estimated 2012 population of approximately 1.8 million and is projected to increase at a 0.4% annual rate over the next five years.

The area surrounding the Broward Mall Property contains a complementary mix of residential, medical and golf course properties that further enhance demand for retail uses. Major traffic generators in the area include Plantation General Hospital and DHL’s World Headquarters. The Broward Mall Property’s central location makes it convenient for travel in all areas of Broward County, the airports

8000 West Broward Boulevard

Plantation, FL 33388

Collateral Asset Summary

Broward Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,000,000

57.0%

2.82x

11.7%

and seaports, as well as Miami-Dade County to the south and Palm Beach County to the north. Surrounding retail developments include an adjacent Target store, Plantation Marketplace (1.0 mile east), Plantation Center Shopping Center (1.0 mile east) and Plantation Village Shopping Center (3.0 miles east). Other area developments include Westside Regional Medical Center (across the street), Plantation Preserve Golf Course (0.9 mile east), and Jacaranda Golf Club (1.5 mile west).

The Broward Mall Property is located in Plantation, Broward County, Florida, within the Miami-Fort Lauderdale-Pompano Beach-Homestead Statistical Metropolitan Area (“Miami SMA”) which had an estimated 2013 population of 5,761,842. According to a market research report the estimated 2013 population within a 5-, 10- and 20-mile radius of the Broward Mall Property is 378,051, 1,232,587, and 2,888,165, respectively. Through 2018, the populations within a 5-, 10-, and 20- mile radius are expected to grow at 4.5%, 4.6%, and 5.3%, respectively.

Average estimated household income for 2013 within a 5-, 10- and 20-mile radius is $59,993, $63,626, and $62,837, respectively, compared to the State of Florida average of $64,767. Approximately 16.7% of the population within a 10-mile radius of the Broward Mall Property has an average estimated household income of $100,000 or more.

The chart below details the Broward Mall Property’s competitive set.

Competitive Property Summary(1)
Property	Year Built / Renovated	Total GLA	Major Tenants	Occupancy %(2)	Proximity (miles)
Broward Mall Property	1978 / 1993, 2002, 2012-2013	1,037,728	JC Penney, Macy’s, Dillard’s, Sears	94.7%	Subject
Coral Square	1984 / 2009	941,000	JC Penney, Sears, Macy’s, Kohls	95.0%	8.8
Town Center at Boca Raton	1980	1,754,000	Bloomingdales, Macy’s, Nordstrom, Saks Fifth Ave, Sears	97.0%	24.0
Sawgrass Mills	1990	2,248,000	Bed Bath & Beyond, Burlington Coat, Off 5th-Saks Fifth Ave Outlet, Regal Cinemas, Super Target	95.0%	6.3
The Galleria	1980	1,300,000	Dillard’s, Galleria Cinema, Macy’s, Neiman Marcus	90.0%	10.0
Pembroke Lakes Mall	1992	1,140,000	Dillard’s, JC Penney, Macy’s , Sears	96.0%	11.0

(1)	Source: Appraisal.

(2)	Based on total mall GLA including any non-owned anchors.

The Broward Mall Property is the dominant mall in its trade area due to its above average access and exposure at the intersection of South University Drive and West Broward Boulevard, which are major retail thoroughfares and connect Florida’s Turnpike (Route 91), the Port Everglade Expressway (Interstate 595), and Interstate 95. South University Drive and West Broward Boulevard have a combined reported traffic count of approximately 102,500 vehicles per day.

8000 West Broward Boulevard

Plantation, FL 33388

Collateral Asset Summary

Broward Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,000,000

57.0%

2.82x

11.7%

Cash Flow Analysis.

Cash Flow Analysis
	12/31/2010	12/31/2011	12/31/2012	U/W	U/W Per Sq. Ft.(1)
Base Rent(2)	$9,266,422	$8,807,076	$7,888,396	$8,904,740	$27.34
Percentage Rent(3)	55,722	116,203	166,170	116,453	0.36
Rent Steps(4)	0	0	0	239,215	0.73
Value of Vacant Space(5)	0	0	0	3,034,112	9.32
Gross Potential Rent	$9,322,144	$8,923,279	$8,054,566	$12,294,521	$37.75
Total Recoveries	5,693,733	6,483,747	6,583,495	8,842,253	27.15
Total Other Income(6)	1,246,033	1,414,445	1,335,790	1,469,321	4.51
Less: Vacancy(7)	(144,929)	(91,584)	(45,576)	(4,759,077)	(22.5%)
Effective Gross Income	$16,116,981	$16,729,887	$15,928,275	$17,847,018	$54.80
Total Operating Expenses	6,346,973	6,019,983	6,365,237	6,701,952	20.58
Net Operating Income	$9,770,008	$10,709,904	$9,563,038	$11,145,065	$34.22
TI/LC	0	0	0	429,777	1.32
Capital Expenditures	0	0	0	149,822	0.46
Net Cash Flow	$9,770,008	$10,709,904	$9,563,038	$10,565,467	$32.44

(1)	U/W Per Sq. Ft. based on collateral square footage of 325,701.

(2)	U/W Base Rent is based on the rent roll dated January 28, 2013.

(3)	U/W Percentage Rent is based on percentage-in-lieu rent per the rent roll dated January 28, 2013 and 2012 Total Sales.

(4)	U/W Rent Steps includes contractual rent increases through February 1, 2014.

(5)	U/W Value of Vacant Space is based on vacant sq. ft. as of the rent roll dated January 28, 2013 grossed up at the appraiser’s market rent conclusion for each respective space type.

(6)	Total Other Income includes specialty leases and storage income.

(7)	Less: Vacancy is based on the economic vacancy of current vacant units at the appraiser’s market rent conclusion for each unit type.

Non-Collateral Anchor Tenants Historical Sales Per Sq. Ft.(1)
Tenant	2010	2011	2012
Sears	$181	$183	$183
Macy’s	$341	$362	$278
JC Penney	$190	$201	$205
Dillard’s	$142	$147	$100
(1) Based on historical sales statements provided by the Borrower.

Property Management. The Broward Mall Property is managed by Westfield, LLC, an affiliate of the Borrower.

Lockbox / Cash Management. The Broward Mall Loan is structured with a hard lockbox and springing cash management. All excess cash will be swept into a lender controlled account upon the occurrence of an event of default by the Borrower.

Initial Reserves. None.

Ongoing Reserves. During the continuation of a Broward Mall DSCR trigger event, the Broward Mall Loan documents require monthly escrows to be deposited in the amount of (i) 1/12th of the taxes the lender estimates will be payable during the next twelve months into the tax reserve account, (ii) 1/12th of the insurance premiums that the lender estimates will be payable during the next twelve months into the insurance reserve account, (iii) $12,485 into the capital expenditure/replacement reserve account, and (iv) $35,815 into the TILC reserve account. “Broward Mall DSCR Trigger Event” means a debt service coverage ratio falling below 1.20x, calculated based on the previous 12 months and tested on the first day of each calendar quarter.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None permitted.

8000 West Broward Boulevard

Plantation, FL 33388

Collateral Asset Summary

Broward Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,000,000

57.0%

2.82x

11.7%

Guaranty. The Broward Mall Loan is guaranteed by the Sponsor pursuant to a completion guaranty (“Completion Guaranty”). The Sponsor’s liability under the Completion Guaranty will be limited to $17.0 million, which limit will be reduced to $6.0 million on the date the springing payment guaranty (described below) becomes effective. The Completion Guaranty guarantees the obligation of the Borrower to (A) complete the reconfiguration and expansion of a theater project at the property, as more particularly described in the loan documents and (B) timely complete all work and conditions required to be performed, completed or satisfied by the landlord under and in accordance with the terms of lease with Regal Cinemas (the “Regal Work”) provided such has not been terminated and is in full force and effect. In the event that (x) the Regal lease has been terminated prior to the completion of the project and the project is not completed or (y) Borrower elects not to complete the project (other than the Regal Work), Borrower shall diligently perform the project restoration and all work and conditions required to be performed, completed or satisfied by Borrower to perform the restoration. Further, the Completion Guaranty will terminate upon the earlier to occur of (i) the satisfaction of the Completion Guaranty Standard Release Conditions (defined below) and (ii) notwithstanding the failure of Borrower to satisfy the Completion Guaranty Standard Release Conditions, the date upon which is the last to occur of (x) Borrower having completed the project restoration and having paid the costs and expenses incurred by Borrower in connection with any landlord work already performed under the Regal Lease and the project restoration and (y) the Springing Guaranty having become effective as set forth in the Springing Guaranty, unless the Springing Guaranty became effective as a result of the occurrence of an event of default as set forth in the Springing Guaranty

The payment guaranty expires upon: the earlier to occur of (x) (i) the satisfaction of the Completion Guaranty Standard Release Conditions and (ii) the opening for business with the general public by Regal under the Regal Lease or (y) in the event the conditions contained in clause (x) of this sentence are not satisfied, Borrower (I) having leased the premises demised or intended to be demised to Regal under the Regal Lease to one or more replacement tenants in accordance with the terms of the Loan Agreement or (II) having constructed replacement premises at the Property that constitutes “new” space ( i.e., space that was not income producing, occupied or existing prior to such construction) and leased such “new” space to one or more replacement Tenant(s) in accordance with the terms of the Loan Agreement, in each case under clauses (y)(I) or (y)(II) of this sentence, (a) with a minimum term of 10 years for each Lease, (b) with a total rent, including all reimbursements, of $1,498,743 per annum for all of the Lease(s) in the aggregate covering such space rents, (c) with all work and conditions required to be performed, completed or satisfied by Borrower (or the Tenant(s) if so required) under such replacement Lease(s) having been performed, completed or satisfied in accordance with the provisions of such replacement Lease(s) so that the Tenants under such replacement leases shall commence paying rent thereunder, (d) all costs and expenses related to the work and conditions described in clause (c) of this sentence having been paid, and (e) each such replacement Tenants having accepted their premises, commenced the payment of rent and opened for business to the general public in accordance with the applicable replacement Lease (as evidenced by an estoppel certificate reasonably satisfactory to Lender from such Tenants).

“Completion Guaranty Standard Release Conditions” means (x) the “Delivery Date” (as such term is defined in the Regal Lease) has occurred (as may be evidenced by an estoppel certificate from Regal reasonably satisfactory to Lender), (y) the commencement of the payment of rent by Regal as required by Sections 5.02 and 5.03 of the Regal Lease, as delivered to Lender on the Closing Date (unless amended or modified thereafter, as approved in writing by Lender) and (z) the payment of all costs and expenses to perform, complete or satisfy all applicable work and conditions as required by Section 3.08(a) of the Regal Lease (as may be evidenced by lien waivers or such other evidence of payment reasonably satisfactory to Lender).

The Broward Mall Loan is also guaranteed by the Sponsor pursuant to a springing payment guaranty (“Springing Guaranty”). The Sponsor’s liability under the Springing Guaranty will be limited to $11.0 million. The Springing Guaranty will come into effect following (A) the failure of Borrower to satisfy the Completion Guaranty Standard Release Conditions on or before August 19, 2014 (subject to delays caused by force majeure), (B) the failure by the tenant Regal Cinemas to open for business to the general public within the time period required under the its lease, (C) the default by Regal Cinemas to commence payment of rent as required by Section 5.02 of its lease, or (D) upon the occurrence and during the continuance of an event of default and the acceleration of the loan.

8000 West Broward Boulevard

Plantation, FL 33388

Collateral Asset Summary

Broward Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,000,000

57.0%

2.82x

11.7%

5080 Riverside Drive

Macon, GA 31210

Collateral Asset Summary

The Shoppes at River Crossing

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$77,350,000

71.1%

1.73x

10.1%


Mortgage Loan Information			Property Information
Loan Seller:	Barclays Bank PLC		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance		Property Type:	Retail - Anchored
Sponsor:	GGP Limited Partnership		Collateral:	Fee Simple
Borrower:	River Crossing Shoppes, LLC		Location:	Macon, GA
Original Balance:	$77,350,000		Year Built / Renovated:	2008 / NAP
Cut-off Date Balance:	$77,350,000		Total Sq. Ft.(3):	527,963
% by Initial UPB:	TBD		Property Management:	General Growth Services, Inc.
Interest Rate:	3.7500%		Underwritten NOI(5):	$7,796,049
Payment Date:	6th of each month		Underwritten NCF:	$7,451,130
First Payment Date:	April 6, 2013		Appraised Value:	$108,750,000
Maturity Date:	March 6, 2023		Appraisal Date:	February 21, 2013
Amortization:	Interest-only for 60 months;
Amortization:	360 months thereafter		Historical NOI
Additional Debt(1):	None		Most Recent NOI(5):	$7,164,156 (December 31, 2012)
Call Protection:	L(25), D(91), O(4)		2nd Most Recent NOI:	$6,670,770 (December 31, 2011)
Lockbox / Cash Management:	Hard / Springing		3rd Most Recent NOI:	$5,642,108 (December 31, 2010)

Reserves(2)			Historical Occupancy
	Initial	Monthly	Most Recent Occupancy:	94.3% (February 28, 2013)
Taxes:	$0	Springing	2nd Most Recent Occupancy:	91.8% (December 31, 2011)
Insurance:	$0	Springing	3rd Most Recent Occupancy:	90.0% (December 31, 2010)
Replacement:	$0	Springing	(1) See “Future Mezzanine or Subordinate Indebtedness Permitted” herein. (2) See “Initial Reserves” and “Ongoing, Reserves” herein. (3) Based on a total of 527,963 sq. ft. of which 144,719 sq. ft. are ground leased to three tenants. (4) Based on amortizing debt service payments. The current interest-only payments result in an Underwritten NOI DSCR and Underwritten NCF DSCR of 2.65x and 2.53x, respectively. (5) The majority of the increase in U/W NOI from 2012 NOI is due to tenant lease up in 2012, rent steps taken through year end, and annual increases in contractual expense recoveries.
Rollover:	$0	Springing
Dick’s Sporting Goods:	$1,350,000	$0

Financial Information
Cut-off Date Balance / Sq. Ft. (3):	$147
Balloon Balance / Sq. Ft.(3):	$132
Cut-off Date LTV:	71.1%
Balloon LTV:	64.3%
Underwritten NOI DSCR(4):	1.81x
Underwritten NCF DSCR(4):	1.73x
Underwritten NOI Debt Yield:	10.1%
Underwritten NCF Debt Yield:	9.6%

5080 Riverside Drive

Macon, GA 31210

Collateral Asset Summary

The Shoppes at River Crossing

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$77,350,000

71.1%

1.73x

10.1%

Tenant Summary

Tenant	Ratings (Fitch/Moody’s/S&P)(1)	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area(2)	U/W Annual Base Rent Per Sq. Ft.(3)	% of U/W Base Rent(3)	Lease Expiration	2012 Total Sales (000s)	Sales Per Sq. Ft.(4)	Occupancy Cost (% of Sales)(4)
Non-Owned Collateral
Dillard’s(5)	BB+/Ba3/BB+	200,000	NAP	NAP	NAP	12/31/2035	$17,000	$85	NAP

Ground Lease Anchor Tenants
Belk(6)	NR/NR/NR	133,219	25.2%	NAP	NAP	10/14/2107	$22,000	$165	NAP

Major In-Line Tenants
Dick’s Sporting Goods(7)	NR/NR/NR	50,000	9.5%	$9.50	6.2%	1/31/2020	NAV	NAV	NAV
Barnes & Noble(8)	NR/NR/NR	29,314	5.6	$13.99	5.4	1/31/2019	$6,900	$235	5.9%
Jo-Ann Fabrics & Crafts(9)	NR/NR/NR	20,331	3.9	$9.00	2.4	1/31/2021	$2,199	$108	8.3%
DSW Shoe Warehouse(10)	NR/NR/NR	15,000	2.8	$14.50	2.9	1/31/2019	$3,673	$245	7.4%
Subtotal / Wtd. Avg.		114,645	21.7%	$11.21	16.9%		$12,773	$198	6.8%

Ground Lease Tenants
Sticky Fingers Restaurants	NR/NR/NR	6,000	1.1%	$40.33	3.2%	6/30/2023	$1,467	$244	16.0%
Chili’s Bar & Grill	NR/NR/NR	5,500	1.0	$20.00	1.4	10/31/2018	$2,141	$389	5.8%
Subtotal / Wtd. Avg.		11,500	2.2%	$30.61	4.6%		$3,608	$314	10.0%

Other(11)	NAP	238,610	45.2%	$24.99	78.5%	Various	$76,833	$359	9.5%
Vacant	NAP	29,989	5.7%	NAP	NAP	NAP	NAP	NAP	NAP
Total / Wtd. Avg.(12)		527,963(13)	100.0%	$20.84	100.0%		NAP	NAP	NAP

(1)	Certain ratings are those of the parent company whether or not the parent company guarantees the lease.
(2)	% of Net Rentable Area is based on total mall sq. ft. of 527,963, inclusive of ground lease anchor tenants and other ground lease tenants.
(3)	U/W Annual Base Rent Per Sq. Ft. and % of U/W Base Rent include contractual rent steps through December 31, 2013 as well as percentage-in-lieu of rent that was calculated based on January 2013 trailing twelve months sales.
(4)	Sales Per Sq. Ft. and Occupancy Cost (% of Sales) are based on January 2013 trailing twelve month sales.
(5)	Estimated Dillard’s sales were provided by the Sponsor. Approximately 50,000 sq. ft. of the Dillard’s space is non-selling and planned for expansion. Excluding 50,000 sq. ft. of gross leasable area, Dillard’s sales per sq. ft. was $113.
(6)	Belk is under a ground lease for 133,219 sq. ft. that expires on October 14, 2107. Estimated Belk sales were provided by the Sponsor.
(7)	Dick’s Sporting Goods has four five-year extension options (see rent reduction provision under “The Property” and “Initial Reserves”).
(8)	Barnes & Noble has two five-year extension options.
(9)	Jo-Ann Fabrics & Crafts has three five-year extension options. Jo-Ann Fabrics & Crafts may terminate its lease if the average of tenant’s annual gross sales for the premises during the period commencing on the first day of the 25th month of the lease term and ending on the last day of the 48th month of the lease term (“Threshold Period”), does not exceed $100.00 per sq. ft. of gross leasable area of the premises. Tenant may terminate this lease, by giving landlord 12 months written notice of termination, which notice must be given within 12 months after the expiration of the Threshold Period.
(10)	DSW Shoe Warehouse has one five-year extension option. DSW Shoe Warehouse may terminate its lease, if during the fifth lease year, gross sales are less than $4,500,000. If tenant so terminates the lease, tenant must pay a termination fee in the amount of $150,000.
(11)	Other tenant Sales Per Sq. Ft. and Occupancy Cost (% of Sales) are based on comp in-line sales as of trailing twelve month ending January 2013 for tenants less than 10,000 sq. ft. reported by Borrower.
(12)	Wtd. Avg. U/W Annual Base Rent Per Sq. Ft. is based on total occupied sq. ft. of 364,755, which excludes ground lease anchor tenants totaling 133,219 sq. ft. as well as any gross up of vacant space.
(13)	Total Net Rentable Area (Sq. Ft.) excludes non-owned collateral.

5080 Riverside Drive

Macon, GA 31210

Collateral Asset Summary

The Shoppes at River Crossing

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$77,350,000

71.1%

1.73x

10.1%

Lease Rollover Schedule(1)
Year	# of Leases Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring	Cumulative Sq. Ft. Expiring	Cumulative % of Sq. Ft. Expiring	Annual U/W Base Rent Per Sq. Ft.(2)(3)	% U/W Base Rent Rolling(2)(3)	Cumulative % of U/W Base Rent(2)(3)
MTM	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2013	0	0	0.0	0	0.0%	$0.00	0.0	0.0%
2014	5	13,336	2.5	13,336	2.5%	$27.42	4.8	4.8%
2015	4	7,762	1.5	21,098	4.0%	$24.05	2.5	7.3%
2016	1	2,400	0.5	23,498	4.5%	$20.83	0.7	7.9%
2017	0	0	0.0	23,498	4.5%	$0.00	0.0	7.9%
2018	24	92,986	17.6	116,484	22.1%	$27.10	33.1	41.1%
2019	17	114,161	21.6	230,645	43.7%	$19.06	28.6	69.7%
2020	4	59,857	11.3	290,502	55.0%	$12.56	9.9	79.6%
2021	6	45,700	8.7	336,202	63.7%	$16.50	9.9	89.5%
2022	5	19,403	3.7	355,605	67.4%	$24.55	6.3	95.8%
2023	2	9,150	1.7	364,755	69.1%	$35.05	4.2	100.0%
Thereafter(4)	1	133,219	25.2	497,974	94.3%	$0.00	0.0	100.0%
Vacant	NAP	29,989	5.7	527,963	100.0%	NAP	NAP
Total / Wtd. Avg.	69	527,963	100.0%			$20.84	100.0%

(1)	Certain tenants may have early termination options that may become exercisable prior to the stated lease expiration date in the subject lease. Such early termination dates are not considered in this chart.
(2)	Annual U/W Base Rent Per Sq. Ft., % U/W Base Rent Rolling and Cumulative % of U/W Base Rent include contractual rent steps through December 31, 2013 as well as percentage-in-lieu of rent that was calculated based on January 2013 trailing twelve months sales.
(3)	Annual U/W Base Rent Per Sq. Ft., % U/W Base Rent Rolling and Cumulative % of U/W Base Rent are based on the occupied base rent and occupied sq. ft. and exclude any gross up of vacant space. Wtd. Avg. Annual U/W Base Rent Per Sq. Ft excludes a ground lease anchor totaling 133,219 sq. ft.
(4)	Belk is under a ground lease for 133,219 sq. ft. that expires on October 14, 2107. Current annual ground lease rent is $10.00.

The Loan. The Shoppes at River Crossing loan (“The Shoppes at River Crossing Loan”) is a $77.4 million ($147 per sq. ft.) fixed rate loan secured by the borrower’s fee simple interest in a 527,963 sq. ft. 1-story outdoor, anchored, lifestyle retail center built in 2008 and located at 5080 Riverside Drive, Macon, Georgia (the “The Shoppes at River Crossing Property”). The Shoppes at River Crossing Loan has a 10-year term with an interest-only period of 60 months and amortizes on a 30-year amortization schedule thereafter. The Shoppes at River Crossing Loan accrues interest at 3.7500%.

The Shoppes at River Crossing Loan proceeds were used to refinance existing debt of approximately $38.0 million, fund upfront reserves of $1.35 million and pay closing costs of approximately $357,097. Based on the “as-is” appraised value of $108.8 million as of February 21, 2013, the cut-off date LTV is 71.1%. The Sponsor reported a cost basis of $92.18 million, which includes $21.03 million in soft costs related to The Shoppes at River Crossing Property development and include design and architect expenses.

The Borrower / Sponsor. The borrower, River Crossings Shoppes, LLC (“Borrower”), is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organization structure. The sponsor of the Borrower and the non-recourse carveout guarantor is GGP Limited Partnership (“Sponsor” and “Guarantor”). The Borrower consists of a 50/50 joint venture between the Sponsor and Wilson Macon, LLC, an affiliate of Jim Wilson and Associates, LLC. The Sponsor’s parent, General Growth Properties, Inc. (“GGP”) is one of the largest owners and operators of regional malls in the nation with an ownership interest in 126 regional malls in the United States and 18 malls in Brazil, comprising approximately 135 million sq. ft. of gross leasable area as of December 31, 2012. For the year ended December 31, 2012, GGP announced funds from operation increase of 13.7% to $994 million, or $0.99 per diluted share, from $874 million, or $0.88 per diluted share, in the prior year period. GGP U.S. regional mall leased percentage was 96.1% at quarter end, an increase of 60 basis points from December 31, 2011. In addition, initial rental rates for leases commencing in 2012 on a suite-to-suite basis increased 10.2%, or $5.74 per sq. ft., to $61.84 per sq. ft. when compared to the rental rate for expiring leases.

Jim Wilson & Associates, LLC, based in Montgomery, Alabama, is a privately owned real estate company specializing in shopping centers, residential real estate investments, offices, condominiums, hotels and mixed-use developments. With over three decades of real estate experience, JWA has developed in excess of 22 million sq. ft., of shopping center space. The company’s development portfolio includes residential communities and condominium residences, mixed-use developments, Class A office buildings and hotel and country club assets.

5080 Riverside Drive

Macon, GA 31210

Collateral Asset Summary

The Shoppes at River Crossing

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$77,350,000

71.1%

1.73x

10.1%

The Property. The Shoppes at River Crossing Property consists of a 1-story outdoor, anchored, lifestyle retail center that contains 727,963 square feet of rentable area, of which 527,963 is part of the collateral. Dillard’s owns its own improvements comprising 200,000 sq. ft., Belk’s improvements of 133,219 sq. ft. are subject to a ground lease with the Borrower. There are two other pads comprising 11,500 sq. ft. that are subject to ground leases with the Borrower. The improvements were completed in 2008 and are located at 5080 Riverside Drive in Macon, Georgia. Macon is the heart of central Georgia, serving as the center of industry, medicine and higher education. Anchored by Belk and Dillard’s (whose spaces are not part of the collateral), The Shoppes at River Crossing Property is the first lifestyle center located in central Georgia. With stores like Coach, Francesca’s Collections, Soma Intimates and The White House/Black Market, The Shoppes at River Crossing Property attracts shoppers from 32 surrounding counties. Other key inline tenants include Aeropostale, American Eagle Outfitters, Bath & Body Works and Victoria’s Secret, as well as Barnes & Noble, Jo-Ann Fabrics & Crafts and DSW Shoe Warehouse. Furthermore, there are a variety of dining options at The Shoppes at River Crossing Property that include Bonefish Grill, Sticky Fingers, Buca Di Beppo, Chili’s Bar & Grill, La Parrilla Mexican Restaurant and Texas Roadhouse. The Shoppes at River Crossing Property was 94.3% occupied as of the February 28, 2013. The Shoppes at River Crossing Property generated $94.4 million in gross sales, including comp in line sales per sq. ft. of $359 and occupancy cost of 9.5% as of the January 2013 trailing twelve month sales. The sales figures prior to January 2013 trailing twelve month excluded the tenant Peachmac, an exclusive seller of Apple products (excluding the iPhone). Excluding sales from Peachmac, comparable inline sales are $335 per sq. ft. and occupancy costs are 10.2%.

The Shoppes at River Crossing Property is located just north of Interstate 75, the major north / south artery east of the Mississippi, and north of Interstate 16, which is the region’s major east / west highway. According to the appraisal The Shoppes at River Crossing Property falls within a 5-mile radius comprising a population of 33,778 people with an average household income of $81,340 and 24% of the households within a 5-mile radius have incomes of more than $100,000.

Dick’s Sporting Goods also leases a store at Eisenhower Crossing, 7.5 miles from The Shoppes at River Crossing Property. Upon opening of the store at The Shoppes at River Crossing Property, the Borrower agreed to a potential temporary “reduced minimum rent” to be effective only if Dick’s Sporting Goods closes its Eisenhower Crossing store. The reduced minimum rent would be equal to the then-current rent at River Crossing plus $3.00 per sq. ft. less all rental obligations of Dick’s Sporting Goods under the Eisenhower Crossing lease. The reduced minimum rent would be payable from the closing of Eisenhower Crossing store through the expiration or earlier termination of the Eisenhower Crossing lease (unless the Eisenhower Crossing store reopens before then), in which event the rent reverts to the rent stated in the River Crossing lease. The reduction in rent has been reserved for in part and guaranteed in part (see “Initial Reserves” and “Ongoing Reserves” herein).

The Market. The Shoppes at River Crossing Property is located along the western side of Riverside Drive (US Highway 23) just north of Interstate 75 in the Macon community of Bibb County. The subject’s neighborhood and market area is identified as the Riverside Drive corridor between Interstate 75 and Bass Road. The Macon central business district is approximately 8 miles southeast of the subject property. The trade area for The Shoppes at River Crossing Property extends 60 miles to the north and south and 50 miles to the east and west.

According to the appraisal, The Shoppes at River Crossing Property is located within an established yet growing commercial area. The Shoppes at River Crossing Property is the primary influence of the neighborhood with supporting commercial, residential and recreational uses. It is also the catalyst for a wide variety of retail uses on nearby sites including the subject property, a number of auto dealerships and freestanding retail buildings as well as suburban office buildings. Other large-scale retail uses nearby include a Bass Pro Shops at the northeastern quadrant of Interstate 75 and Bass Road and a Publix anchored neighborhood center at the northwestern quadrant of Interstate 75 and Bass Road.

5080 Riverside Drive

Macon, GA 31210

Collateral Asset Summary

The Shoppes at River Crossing

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$77,350,000

71.1%

1.73x

10.1%

The chart below details The Shoppes at River Crossing Property’s competitive set.

Summary of Comparable Properties(1)
Property	Year Built / Renovated	Total GLA	Anchor Tenants	Occupancy %	Proximity to Subject
The Shoppes at River Crossing	2008 / NAP	727,963(2)	Dillard’s, Belk	94.3%	–
Primary Competition
Macon Mall	1975 / 1997	1,032,283	Macy’s, JC Penney	72%	7.5 miles
Eisenhower Crossing - Phase III	2006 / NAP	608,572	Target, Home Depot, Kroger, Dick’s, Best Buy, Ashley Furniture, Marshall’s, Ross, Bed Bath & Beyond, Staples, Michael’s, Old Navy	98%	7.5 miles
Eisenhower Crossing - Phase III	2006/ NAP	87,700	HH Gregg, PetSmart	88%	7.5 miles
Secondary Competition
Houston County Galleria	1994/ NAP	420,843	Sears, JC Penney, Belk, Galleria Cinemas	79%	21 miles
Milledgeville Mall	1972 / 2007	232,924	Belk, JC Penney, TJMaxx, Office Max	86%	29 miles
Peachtree Mall	1975 / 1994	819,916	Dillard’s, Macy’s, JC Penney	86%	77 miles

(1)	Source: Appraisal.

(2)	Includes 200,000 sq. ft. of non-collateral space.

Cash Flow Analysis.

Cash Flow Analysis
	12/31/2010	12/31/2011	12/31/2012	U/W	U/W Per Sq. Ft.(1)
Base Rent(2)	$6,006,175	$6,787,511	$7,049,886	$7,349,493	$19.18
Percentage Rent(3)	140,042	27,875	188,545	111,014	$0.29
Rent Steps	0	0	0	139,977	$0.37
Value of Vacant Space(4)	0	0	0	1,214,308	$3.17
Gross Potential Rent	$6,146,217	$6,815,387	$7,238,431	$8,814,792	$23.00
Total Recoveries	1,858,998	2,229,481	2,245,926	2,324,677	$6.07
Total Other Income(5)	235,556	316,366	332,713	411,679	$1.07
Less: Vacancy / Credit Loss(4)	(8,489)	(53,212)	(14,972)	(1,214,308)	(12.2%)
Effective Gross Income	$8,232,282	$9,308,021	$9,802,098	$10,336,840	$26.97
Total Operating Expenses	2,590,174	2,637,252	2,637,942	2,540,791	$6.63
Net Operating Income(6)	$5,642,108	$6,670,770	$7,164,156	$7,796,049	$20.34
TI/LC	0	0	0	287,433	$0.75
Capital Expenditures	0	0	0	57,487	$0.15
Net Cash Flow	$5,642,108	$6,670,770	$7,164,156	$7,451,130	$19.44

(1)	U/W Per Sq. Ft. based on total mall sq. ft. of 383,244, excluding ground lease tenants.

(2)	U/W Base Rent is based on the rent roll dated 2/28/13 with rent bumps taken through year-end.

(3)	U/W Percentage Rent is based on one percent-in-lieu tenant, Ann Taylor Loft. The tenant pays 8% of sales which are based on January 2013 trailing twelve month sales.

(4)	U/W Value of Vacant Space and u/w vacancy / credit loss based on economic vacancy. Vacant Unit Income includes Ann Taylor Loft.

(5)	Total Other Income includes specialty leasing leases, storage income, other rental income and other miscellaneous income.

(6)

The majority of the increase in U/W NOI from 2012 NOI is due to tenant lease up in 2012, rent steps taken through year end, and increases in contractual expense recoveries. Seven tenants leased up during 2012 with annual in place rent of $625,450. $363,420 of rent was not accounted for in 2012 due to tenants signing mid-year, but is accounted for in the U/W. Additionally, the lender U/W rent steps through 2013 year-end, accounting for $139,977 of rental income.

5080 Riverside Drive

Macon, GA 31210

Collateral Asset Summary

The Shoppes at River Crossing

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$77,350,000

71.1%

1.73x

10.1%

Property Management. The Shoppes at River Crossing Property is managed by General Growth Services, Inc., an affiliate of the Borrower.

Lockbox / Cash Management. The Shoppes at River Crossing Loan is structured with a hard lockbox and springing cash management. In the event of a Cash Sweep Event, all excess cash is required to be swept into a lender controlled account. A “Cash Sweep Event” will commence upon (i) an event of default under The Shoppes at River Crossing Loan, (ii) any bankruptcy action by the Borrower, Sponsor or Manager, and/or (iii) a subordinate mezzanine event of default (see “Future Mezzanine or Subordinate Indebtedness Permitted” herein). In the case of a “control event”, all cash will be swept into a lender controlled account. However, so long as there is not an ongoing Cash Sweep Event also occurring, all excess cash will revert back to the Borrower. A “control event” means the occurrence of the following: if none of the following controls The Shoppes at River Crossing Property: (a) Guarantor, (b) any entity that is a permitted transferee under the loan documents or (including any Wilson Party) or (c) a permitted transferee that has at least $600,000,000 in real estate assets (exclusive of The Shoppes at River Crossing Property), has a net worth of at least $250,000,000 (exclusive of The Shoppes at River Crossing Property) and owns or operates retail properties totaling at least 3,000,000 square feet (exclusive of The Shoppes at River Crossing Property).

Initial Reserves. At closing, the Borrower deposited $1,350,000 into the Dick’s Sporting Goods Reserve with respect to the potential temporary reduction in the minimum rent payable by Dick’s Sporting Goods to Borrower as discussed above under “The Property”. Provided that no event of default has occurred and is continuing, in the event that Dick’s Sporting Goods rent reduction condition has occurred and is continuing, then lender will, on the monthly payment date occurring in March 2014 and on each monthly payment date thereafter, disburse funds from the Dick’s Sporting Goods Reserve Account in an amount equal to the amount by which the minimum rent payable by Dick’s Sporting Goods to Borrower is reduced and deposit such funds into the clearing account. Provided that (i) no event of default has occurred and is continuing and (ii) no Dick’s Sporting Goods rent reduction condition has occurred and is continuing, (A) on the monthly payment date occurring in April 2014, lender will disburse to the destination account an amount equal to $75,000 (or such lesser amount as may then be on deposit in the Dick’s Sporting Goods Reserve Account), (B) upon the monthly payment dates occurring in July 2014, October 2014, January 2015, April 2015, July 2015, October 2015, January 2016, April 2016, July 2016 and October 2016, lender will disburse to the destination account an amount equal to $112,500 (or such lesser amount as may then be on deposit in the Dick’s Sporting Goods Reserve Account), and (C) on the monthly payment date occurring in January 2017, lender will disburse to the borrower’s account all amounts then remaining on deposit in the Dick’s Sporting Goods Reserve Account. Guarantor has guaranteed to lender Borrower’s obligation to pay the potential reduction in the minimum rent payable by Dick’s Sporting Goods to Borrower until the monthly payment date occurring in February 2014.

Ongoing Reserves. During a Cash Sweep Event or a Control Event, Borrower is required to deposit one twelfth the estimate of annual real estate taxes and insurance premiums unless The Shoppes at River Crossing Property is subject to an approved blanket insurance policy into a real estate tax and insurance reserve, $4,791 into a replacement reserve and $31,937 into a rollover reserve. The replacement and rollover reserves are subject to a cap of $57,492 and $383,244, respectively.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. The Shoppes at River Crossing Loan permits certain direct or indirect owners of Borrower to incur mezzanine debt secured by 100% of the direct equity ownership in the Borrower provided that, among other things, (i) no event of default under The Shoppes at River Crossing Loan then exists, (ii) the combined LTV does not exceed 67.6%, (iii) the combined DSCR is not less 1.83x, and (iv) an acceptable intercreditor agreement is entered into between the mortgage lender and the mezzanine lender.

Partial Release/Substitution. If there is no event of default, Borrower may make transfers or substitutions of non-income producing, non-material portions of The Shoppes at River Crossing Property to third parties or affiliates of Borrower, provided that no transfer or substitutions may result in a material adverse effect on the value of the Shoppes at River Crossing Property or the financial condition of the Borrower and certain other conditions are met as provided by the loan documents.

5080 Riverside Drive

Macon, GA 31210

Collateral Asset Summary

The Shoppes at River Crossing

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$77,350,000

71.1%

1.73x

10.1%

(THIS PAGE INTENTIONALLY LEFT BLANK)

2000 Market Street

Philadelphia, PA 19103

Collateral Asset Summary

2000 Market Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$77,000,000

70.0%

1.48x

10.7%


Mortgage Loan Information			Property Information
Loan Seller:	UBSRES		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Acquisition		Property Type:	Office - CBD
Sponsor:	Rosemont Realty, LLC		Collateral:	Fee Simple
Borrower:	Rosemont 2000 Market Operating LLC		Location:	Philadelphia, PA
Original Balance:	$77,000,000		Year Built / Renovated:	1972 / 2009-2012
Cut-off Date Balance:	$77,000,000		Total Sq. Ft.:	665,649
% by Initial UPB:	TBD		Property Management:	CBRE, Inc.
Interest Rate:	4.4575%		Underwritten NOI:	$8,246,976
Payment Date:	6th of each month		Underwritten NCF:	$6,896,462
First Payment Date:	May 6, 2013		Appraised Value:	$110,000,000
Maturity Date:	April 6, 2023		Appraisal Date:	January 15, 2013
Amortization:	Interest-only for 25 months; 360 months thereafter
Additional Debt:	None		Historical NOI
Call Protection:	L(24), D(92), O(4)		Most Recent NOI:	$4,662,646 (December 31, 2012)
Lockbox / Cash Management:	Hard / In-place		2nd Most Recent NOI:	$3,336,489 (December 31, 2011)
			3rd Most Recent NOI:	$2,468,898 (December 31, 2010)
Reserves(1)
	Initial	Monthly	Historical Occupancy
Taxes:	$292,425	$146,213	Most Recent Occupancy:	94.9% (January 31, 2012)
Insurance:	$35,746	$11,915	2nd Most Recent Occupancy:	86.8% (December 31, 2011)
Replacement:	$0	$15,532	3rd Most Recent Occupancy:	77.6% (December 31, 2010)
TI/LC:	$472,459	$83,206
Deferred Maintenance:	$104,250	$0	(1) See “Initial Reserves” and “Ongoing Reserves” herein. (2) As of the cut-off date, and during the initial interest-only period, the Underwritten NOI DSCR and Underwritten NCF DSCR are 2.37x and 1.98x, respectively.
Rent Abatement:	$2,106,926	$0
Marshall Lease:	$0	Springing

Financial Information
Cut-off Date Balance / Sq. Ft.:		$116
Balloon Balance / Sq. Ft.:		$99
Cut-off Date LTV:		70.0%
Balloon LTV:		59.9%
Underwritten NOI DSCR(2):		1.77x
Underwritten NCF DSCR(2):		1.48x
Underwritten NOI Debt Yield:		10.7%
Underwritten NCF Debt Yield:		9.0%

2000 Market Street

Philadelphia, PA 19103

Collateral Asset Summary

2000 Market Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$77,000,000

70.0%

1.48x

10.7%

Tenant Summary
Tenant	Ratings (Fitch/Moody’s/S&P)(1)	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area (2)		U/W Base Rent Per Sq. Ft.(3)	% of Total Annual U/W Base Rent (3)(4)		Lease Expiration
Marshall Dennehey(5)	NR/NR/NR	131,325	19.7	%	$25.50	21.2	%	8/31/2027
Fox Rothschild(6)	NR/NR/NR	117,849	17.7		$27.04	20.2		12/31/2024
Board of Pensions-Presbyterian(7)	NR/NR/NR	76,998	11.6		$18.50	9.0		9/30/2021
Zurich American(8)	NR/NR/NR	51,332	7.7		$24.75	8.0		7/1/2019
Weber Gallagher & Simps(9)	NR/NR/NR	32,660	4.9		$24.85	5.1		12/1/2015
Subtotal / Wtd. Avg.		410,164	61.6	%	$24.48	63.6	%

Other(10)	Various	221,714	33.3	%	$25.92	36.4	%	Various
Vacant	NAP	33,771	5.1		NAP	NAP		NAP
Total / Wtd. Avg.(11)		665,649	100.0	%	$24.99	100.0	%

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

(2)	% of Net Rentable Area is based on total sq. ft. of 665,649 per the January 30, 2013 rent roll.

(3)	U/W Base Rent Per Sq. Ft. and % of Total Annual U/W Base Rent include contractual rent steps through February 28, 2014.

(4)	% of Total Annual U/W Base Rent is based on the underwritten occupied base rent and underwritten occupied sq. ft. and excludes any gross up of vacant space.

(5)	Marshall Dennehey has two five-year renewal options.

(6)	Fox Rothschild has two five-year renewal options.

(7)	Board of Pensions-Presbyterian has the right to terminate its lease effective September 30, 2016 with 18 months advance notice and payment of a cancellation fee.

(8)	Zurich American has two five-year renewal options and the right to terminate its lease effective February 28, 2017 with 12 months advance notice and payment of a cancellation fee.

(9)	Weber Gallagher & Simps has two five-year renewal options.

(10)	Other tenant Net Rentable Area (Sq. Ft.) includes 5,909 sq. ft. of ground level retail space and 6,643 sq. ft. of storage space.

(11)	Wtd. Avg. U/W Base Rent Per Sq. Ft. is based on underwritten occupied base rent and underwritten occupied sq. ft., and excludes any gross up of vacant space.

Lease Rollover Schedule(1)
Year	# of Leases Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring		Cumulative Sq. Ft. Expiring	Cumulative % of Sq. ft. Expiring	Annual U/W Base Rent Per Sq. Ft.(2)(3)	% U/W Base Rent Rolling(2)(3)		Cumulative % of U/W Base Rent(2)(3)
MTM(4)	1	0	0.0	%	0	0.0%	$0.00	0.0	%	0.0%
2013	0	0	0.0		0	0.0%	$0.00	0.0		0.0%
2014	9	31,438	4.7		31,438	4.7%	$28.09	5.6		5.6%
2015	9	64,586	9.7		96,024	14.4%	$24.93	10.2		15.8%
2016	6	36,166	5.4		132,190	19.9%	$24.59	5.6		21.4%
2017	3	10,053	1.5		142,243	21.4%	$25.14	1.6		23.0%
2018	4	19,027	2.9		161,270	24.2%	$37.27	4.5		27.5%
2019	4	57,447	8.6		218,717	32.9%	$24.75	9.0		36.5%
2020	3	24,103	3.6		242,820	36.5%	$26.00	4.0		40.5%
2021	3	108,484	16.3		351,304	52.8%	$19.90	13.7		54.2%
2022	0	0	0.0		351,304	52.8%	$0.00	0.0		54.2%
2023	2	25,143	3.8		376,447	56.6%	$23.87	3.8		58.0%
Thereafter	21	255,431	38.4		631,878	94.9%	$25.98	42.0		100.0%
Vacant	NAP	33,771	5.1		665,649	100.0%	NAP	NAP
Total / Wtd. Avg.	65	665,649	100.0	%			$24.99	100.0	%

(1)	Certain tenants may have early termination options that may become exercisable prior to the stated lease expiration date in the subject lease. Such early termination dates are not considered in this chart.

(2)	Annual U/W Base Rent Per Sq. Ft., % U/W Base Rent Rolling and Cumulative % of U/W Base Rent include contractual rent steps through February 28, 2014.

(3)	Annual U/W Base Rent Per Sq. Ft., % U/W Base Rent Rolling and Cumulative % of U/W Base Rent are based on the underwritten occupied base rent and underwritten occupied sq. ft., and exclude any gross up of vacant space.

(4)	# of Leases Expiring reflects UPS lease with no allocated sq. ft.

2000 Market Street

Philadelphia, PA 19103

Collateral Asset Summary

2000 Market Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$77,000,000

70.0%

1.48x

10.7%

The Loan. The 2000 Market Street loan (the “2000 Market Street Loan”) is a $77.0 million ([$116] per sq. ft.), fixed rate loan secured by the borrower’s fee simple interest in a 665,649 sq. ft. Class A Central Business District (“CBD”) office building located at 2000 Market Street in Philadelphia, Pennsylvania (the “2000 Market Street Property”). The 2000 Market Street Loan has a 10-year term, an initial interest-only period of 24 months and amortizes on 30-year schedule thereafter. The 2000 Market Street Loan accrues interest at a fixed rate equal to 4.4575%.

The 2000 Market Street Loan proceeds, together with an equity contribution from the borrower of [$36.7] million, were used to acquire the 2000 Market Street Property for a purchase price of [$110.0] million, fund upfront reserves totaling approximately [$TBD] million, and pay closing costs of approximately [$TBD] million. Based on the appraised value of $110.0 million as of January 15, 2013, the cut-off date LTV is 70.0%.

The Borrower / Sponsor. The borrower, Rosemont 2000 Marketing Operating LLC (the “Borrower”), 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 Rosemont Realty, LLC (“Sponsor”). The Sponsor is a property acquisition and asset management firm in business since 1991. The Sponsor reported $131.6 million in assets including $31.6 million in cash and cash equivalents, and $130.9 million in members’ equity as of June 30, 2012.

The Sponsor has acquired over 30 million sq. ft. of commercial space in United States, deployed over $900 million of investor equity, and completed transactions in excess of $3.0 billion in gross real estate value. Currently, the Sponsor maintains a portfolio of office properties totaling over 11 million sq. ft.

The Property. The 2000 Market Street Property consists of a 29-story, 665,649 sq. ft. office building constructed in 1972, on a 0.94-acre site in the Center City area of Philadelphia, Pennsylvania. Approximately $7.2 million in capital expenditures were reportedly made at the 2000 Market Street Property between 2005 and 2012. According to the appraisal, capital expenditures included modernizing the elevators, roof replacement, lobby, conference center, common areas, restrooms, security and safety upgrades, HVAC and mechanical replacements. The 2000 Market Street Property features high-end finishes commensurate with Class A CBD office buildings. As of the January 31, 2013 rent roll, the 2000 Market Street Property was 94.9% occupied.

The 2000 Market Street Property is prominently situated on the southwest corner of 20th and Market Streets in the Philadelphia CBD. The 2000 Market Street Property benefits from its close proximity to a transportation concourse which provides underground access to Amtrak’s 30th Street Station, SEPTA surface and subway routes and the SEPTA regional rail network. SEPTA, the regional transit system, is the nation’s fourth largest mass transit network and is used by over one million riders per day. Amtrak’s 30th Street Station is the second busiest Amtrak station in the US, serving more than 3.6 million passengers annually and provides express service to New York and Washington DC. Regional links to Center City include Interstate-76, Interstate-95 and Interstate-676. According to the appraisal, Center City contains a downtown population of approximately 120,000 people and a daily workforce of approximately 265,000. Center City contains over 3,200 retail shops, including the Gallery at Market East, with about 1.2 million sq. ft. of retail space located on Market Street between 8th and 11th Streets.

Major Tenants. The 2000 Market Street Property was 94.9% leased by approximately 39 tenants as of January 31, 2013. The largest three tenants within the 2000 Market Street Property in aggregate occupy 49.0% of the total net rentable area of the 2000 Market Street Property.

Marshall Dennehey, Warner, Coleman & Goggin (“Marshall Dennehey”) (131,325 sq. ft., 19.7% of NRA, 21.2% of underwritten occupied base rent): Marshall Dennehey is exclusively a defense litigation firm with experience in high-profile and complex litigation matters. General areas of practice include casualty, professional liability, health care and workers’ compensation. Founded in 1962, the company has since grown to 450 lawyers working out of 18 offices throughout Pennsylvania, New Jersey, Delaware, Ohio, Florida and New York. The company is headquartered in Philadelphia, Pennsylvania.

Marshall Dennehey leases 131,325 sq. ft. of office space through seven leases over a 15-year lease term expiring on August 31, 2027 with two five-year renewal options. Marshall Dennehey’s current rent of $25.50 per sq. ft. increases $0.50 per sq. ft. annually. Marshall Dennehey also leases two storage units at the 2000 Market Street Property, 1,292 sq. ft. at $11.99 per sq. ft and 982 sq. ft. at $12.00 per sq. ft.

Fox Rothschild, LLP (117,849 sq. ft., 17.7% NRA, 20.2% of underwritten occupied base rent): Fox Rothschild, LLP is a national law firm that provides a full range of legal services to public and private companies. General areas of practice include education, employee benefits and compensation planning, entertainment law, financial restructuring and bankruptcy and health law. Founded in 1907, the company currently has more than 500 lawyers working out of 17 offices coast to coast. The Philadelphia office employs over 100

2000 Market Street

Philadelphia, PA 19103

Collateral Asset Summary

2000 Market Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$77,000,000

70.0%

1.48x

10.7%

lawyers with well-established practices in corporate law, financial services, labor and employment, litigation, real estate, taxation and wealth planning. The Philadelphia office has over 400 employees.

The firm has grown in recent years with a series of mergers and acquisitions. The firm merged with Pastore Osterberg on April 1, 2009, with the 60-attorney firm of Grotto, Glassman & Hoffman on September 18, 2006, and with Goldman & Kramer on July 1, 2007. Additionally, the firm acquired the New York-based boutique firm of Young, Moriwaki & Greenfader on January 1, 2007. According to the National Law Journal’s 2011 NLJ 250 rankings of firms by size, it has 450 attorneys and is the 93rd largest law firm in the United States. In terms of revenue, the firm ranked 120th on The American Lawyer’s 2011 Am Law 200, with gross revenue of $239,500,000 in 2010.

Fox Rothschild, LLP leases 117,849 sq. ft. of office space through nine leases expiring on December 31, 2024 with two five-year renewal options. Fox Rothschild, LLP’s current average rent of $27.04 per sq. ft. increases 2% annually. Fox Rothschild also leases one storage unit at the 2000 Market Street Property, 315 sq. ft. at $10 per sq. ft.

Board of Pensions-Presbyterian (“BPP”) (76,998 sq. ft., 11.6% of NRA, 9.0% of underwritten occupied base rent): BPP is the legally responsible corporate body established under a civil charter for the purpose of administering the pension and benefits program of the Presbyterian Church. It is required by law to administer these programs for the sole and exclusive benefit of its members. The BPP is governed by an independent 33 member board of directors nominated by the General Assembly Nominating Committee and elected by the General Assembly of the Presbyterian Church (U.S.A). The BPP is committed to providing complete, thorough and transparent financial information to the General Assembly, members of the Benefits Plan, employing organizations and other constituents. The responsibilities of the BPP include providing church workers a comprehensive program of health benefits, financial assistance, housing program for retirees, and receiving, investing and disbursing the funds required to support these plans.

The BPP leases 76,998 sq. ft. of office space expiring in September 30, 2021 at a current rent of $18.50 per sq. ft. which increases 2% annually. The BPP has the right to terminate its lease effective September 30, 2016 with 18 months advance notice and payment of a cancellation fee.

The Market. The 2000 Market Street Property is located in the Center City submarket of Philadelphia, Pennsylvania, at the corner of 20th and Market Streets and is a part of the Philadelphia-Camden-Wilmington, PA-NJ-DE-MD Statistical Metropolitan Area (“Philadelphia SMA”). Market Street is a major office and commercial corridor in the Philadelphia SMA. Primary access to the 2000 Market Street Property is provided by Market Street, which connects to Interstate-95 to the east and the Schuykill Expressway to the west. City Hall, which is located at Penn Square at the intersection of Market and Broad Streets, a few blocks from the 2000 Market Street Property, forms the core of Center City. According to the appraisal, Center City is a “24 hour” market comprising retail, office, residential and other forms of institutional and commercial development. According to the appraisal, as of November 2012, the Philadelphia SMA had an unemployment rate of 8.0%, compared to 7.3% for Pennsylvania and 7.8% for the US. The Philadelphia SMA had a 2012 population of approximately 6.0 million people, an increase of 0.5% annually from 2000, and is projected to increase 0.4% annually to approximately 6.1 million by 2017.

The 2000 Market Street Property is located in the Philadelphia regional office market which contains approximately 289.4 million sq. ft. According to a market research report, as of year-end 2012, the vacancy rate for the Philadelphia regional office market was 11.6%, and the average asking rental rate per sq. ft. was $21.80. The 2000 Market Street Property is located in the Center City Office Submarket. As of 2013, the Center City Office Submarket contains approximately 63.5 million sq. ft., has a vacancy rate of 8.6%, and an average asking rent of $24.89.

2000 Market Street

Philadelphia, PA 19103

Collateral Asset Summary

2000 Market Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$77,000,000

70.0%

1.48x

10.7%

The table below shows statistics as of the year-end 2012 for office space in the market and submarket.

Category(1)	Philadelphia Regional Office Market	Center City Submarket
Existing Supply (Sq. Ft.)	289,426,572	63,522,616
Average Vacant	11.6%	8.6%
Average Rent Per Sq. Ft.	$21.80	$24.89

(1) Source: Appraisal.

The table below shows the vacancy and asking rents at the 2000 Market Street Property in comparison to direct competitors in the Center City Submarket.

Summary of Comparable Office Properties(1)
Building	Year Built	Size	% Leased	Asking Rate (Net)	Class
2000 Market Street Property	1972	665,649	94.9%	$24.45	A
PNC Bank Building	1980	826,731	93.4%	$26.00	NAV
Ten Penn Center	1981	667,825	65.2%	$25.50	NAV
1650 Arch Street	1974	564,125	80.5%	$24.50	NAV
1701 Market Street	1957	305,170	98.3%	NAV	NAV
United Plaza	1975	617,476	96.5%	$26.50	NAV
1818 Market Street	1974	981,743	80.8%	$22.00	NAV
Eleven Penn Center	1986	686,503	84.9%	$24.50	NAV
Seven Penn Center	1964	296,000	84.0%	$23.50	NAV
Total / Wtd. Avg.(2)		4,945,573	84.6%	$24.79

(1)	Source: Appraisal.

(2)	Total / Wtd. Avg. excludes the 2000 Market Street Property.

Cash Flow Analysis.

Cash Flow Analysis
	12/31/2010	12/31/2011	02/29/2012	U/W	U/W Per Sq. Ft.
Base Rent(1)	$10,812,883	$11,221,974	$12,544,063	$15,460,736	$23.23
Value of Vacant Space(2)	0	0	0	805,275	1.21
Rent Steps(3)	0	0	0	328,808	0.49
Gross Potential Rent	10,812,883	11,221,974	12,544,063	16,594,818	24.93
Total Recoveries	769,334	430,176	452,153	958,387	1.44
Total Other Income(4)	98,639	115,074	107,819	107,819	0.16
Less: Vacancy(5)	(584,564)	(1,022,780)	(1,580,885)	(1,404,256)	(8%)
Effective Gross Income	$11,096,292	$10,744,444	$11,523,150	$16,256,768	$24.42
Total Operating Expenses	8,627,394	7,407,955	6,860,504	8,009,792	12.03
Net Operating Income	$2,468,898	$3,336,489	$4,662,646	$8,246,976	$12.39
TI/LC	0	0	0	1,164,132	1.75
Capital Expenditures	0	0	0	186,382	0.28
Net Cash Flow	$2,468,898	$3,336,489	$4,662,646	$6,896,462	$10.36

(1)	U/W Base Rent is based on the rent roll dated January 31, 2013.

(2)	U/W Value of Vacant Space is based on vacant sq. ft. as of the rent roll dated January 31, 2013 grossed up at the appraiser’s market rent conclusion for each respective space type.

(3)	U/W Rent Steps includes contractual rent increases through February 28, 2014.

(4)	Total Other Income includes parking income and non-rental income.

(5)	U/W Less: Vacancy includes an underwritten adjustment of 2.9% and an in-place vacancy factor of 5.1%

2000 Market Street

Philadelphia, PA 19103

Collateral Asset Summary

2000 Market Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$77,000,000

70.0%

1.48x

10.7%

Property Management. The 2000 Market Street Property is currently managed by CBRE, Inc., a Delaware limited liability company.

Lockbox / Cash Management. The 2000 Market Street Loan is structured with a hard lockbox and in-place cash management. All excess cash will be swept into a lender controlled account upon the occurrence of one of the following events: (A) an event of default, (B) any bankruptcy action of the Borrower, Sponsor, or property manager, or (C) the DSCR falls below 1.25x, provided however that in the event that BPP or Zurich American has (i) given notice of its election to terminate its respective lease, (ii) failed to exercise its applicable renewal option in accordance with the requirements of its respective lease or (iii) otherwise given notice of its intent to terminate its respective lease or vacate its respective premises, then any amounts payable under such lease shall not be included as gross income from operations for purposes of calculating the DSCR. In the event a cash sweep DSCR trigger event exists as a result of amounts payable under either the BPP or Zurich American leases being excluded from gross income from operations, no excess cash will be required to be swept into a lender controlled account if the respective tenant deposits with the landlord a cash sweep avoidance deposit.

Initial Reserves. At closing, the Borrower deposited (i) $292,425 into the tax reserve account, (ii) $35,746 into the insurance reserve account, (iii) $104,250 into a deferred maintenance account, (iv) $472,459 into the TI/LC reserve account, and (v) $2,106,926 into the rent abatement reserve account.

Ongoing Reserves. On a monthly basis, the Borrower is required to deposit reserves of (i) $146,213 into the tax reserve account, (ii) $11,915 into the insurance reserve account, (iii) $15,532 into the replacement reserve account, and (iv) $83,206 into the TI/LC reserve account, subject to a cap of $4,992,368. In addition, starting in the second year of the term, the Borrower is required to deposit on a monthly basis an amount equal to $18,250 into a reserve relating to refurbishments required under the Marshall Dennehey lease until the amount or deposit in such reserve equals $656,625.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None permitted.

2000 Market Street

Philadelphia, PA 19103

Collateral Asset Summary

2000 Market Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$77,000,000

70.0%

1.48x

10.7%

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400 South Baldwin Avenue

Arcadia, CA 91007

Collateral Asset Summary

Santa Anita Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

46.7%

3.05x

11.8%

Mortgage Loan Information			Property Information
Loan Seller:	UBSRES		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance		Property Type:	Retail – Regional Mall
Sponsor(1):	Westfield America, Inc.		Collateral:	Fee Simple / Leased Fee
Borrowers:	Santa Anita Shoppingtown LP;		Location:	Arcadia, CA
	Santa Anita Borrower LLC		Year Built / Renovated:	1974 / 2009
Original Balance(2):	$70,000,000		Total Sq. Ft.:	1,472,167
Cut-off Date Balance:	$70,000,000		Property Management:	Westfield, LLC
% by Initial UPB:	TBD		Underwritten NOI:	$33,692,403
Interest Rate:	3.6545%		Underwritten NCF:	$32,155,660
Payment Date:	1st of each month		Appraised Value:	$610,000,000
First Payment Date:	March 1, 2013		Appraisal Date:	November 19, 2012
Maturity Date:	February 1, 2023
Amortization:	None		Historical NOI
Additional Debt(2):	$215,000,000 pari passu Notes A-2-1		Most Recent NOI:	$30,091,336 (T-12 August 31, 2012)
	and A-2-2		2nd Most Recent NOI:	$29,660,341 (December 31, 2011)
Call Protection:	L(26), D or YM1(87), O(7)		3rd Most Recent NOI:	$27,615,750 (December 31, 2010)
Lockbox / Cash Management:	Hard / Springing
			Historical Occupancy(5)
Reserves(3)			Most Recent Occupancy:	97.0% (December 31, 2012)
	Initial	Monthly	2nd Most Recent Occupancy:	90.0% (December 31, 2011)
Taxes:	$0	Springing	3rd Most Recent Occupancy:	93.4% (December 31, 2010)
Insurance:	$0	Springing	(1) The Sponsor is also the sponsor of the mortgage loan in the pool known as Broward Mall, which has an original principal balance of $95,000,000. (2) The Santa Anita Mall Loan is part of the Santa Anita Mall Loan Combination, totaling $285.0 million, which was bifurcated into four pari passu loan components (Notes A-1-1, A-1-2, A-2-1 and A-2-2). The Santa Anita Mall Loan is evidenced by Notes A-1-1 and A-1-2 with an aggregate original principal balance of $70,000,000 and will be contributed to the UBS-BB 2013-C6 Trust. The related pari passu Notes A-2-1 and A-2-2 (with an aggregate original principal balance of $215,000,000) were contributed to the prior UBS-BB 2013-C5 securitization. (3) See “Initial Reserves” and “Ongoing Reserves” herein. (4) Throughout this free writing prospectus, unless otherwise stated, the numerical and statistical information related to the loan-to-value ratios, debt yields, and balances per sq. ft. includes the Santa Anita Mall Loan Combination. For purposes of calculating debt service coverage ratios, the annual debt service is based on the aggregate interest payments on the Santa Anita Mall Loan Combination. The Santa Anita Mall Property is comprised of a total of 1,472,167 sq. ft. including anchors JC Penney, Macy’s and Nordstrom, which are subject to ground leases. (5) Historical Occupancy shown in the table above is based on historical operating statements and occupancy percentages provided by the Borrower, inclusive of ground lease anchor space.
Replacement:	$0	Springing
TI/LC:	$0	Springing

Financial Information(4)
Cut-off Date Balance / Sq. Ft.:		$194
Balloon Balance / Sq. Ft.:		$194
Cut-off Date LTV:		46.7%
Balloon LTV:		46.7%
Underwritten NOI DSCR:		3.19x
Underwritten NCF DSCR:		3.05x
Underwritten NOI Debt Yield:		11.8%
Underwritten NCF Debt Yield:		11.3%

400 South Baldwin Avenue

Arcadia, CA 91007

Collateral Asset Summary

Santa Anita Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

46.7%

3.05x

11.8%

Anchor and Major Tenant Summary
	Ratings (Fitch/Moody’s/S&P)(1)	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area(2)		U/W Annual Base Rent Per Sq. Ft.(3)	% of U/W Base Rent(3)(4)	Lease Expiration	2012 Total Sales (000s)	Sales Per Sq. Ft.(5)	Occupancy Cost (% of Sales)(5)(6)
Ground Lease Anchor Tenants
JC Penney(7)	B/Caa1/B-	191,240	13.0	%	NAP	NAP	10/19/2017	$32,282	$169	NAP
Macy’s(8)	BBB/Baa3/BBB	188,200	12.8		NAP	NAP	10/19/2017	$48,963	$260	NAP
Nordstrom(9)	A-/Baa1/A-	136,384	9.3		NAP	NAP	2/28/2024	$72,107	$529	NAP
Subtotal / Wtd. Avg.		515,824	35.0	%				$153,352	$297	NAP

Major In-Line Tenants
XXI Forever(10)	NR/NR/NR	117,817	8.0	%	$16.98	6.2%	1/31/2028	NAV	NAV	NAV
Dave & Busters(11)	NR/B3/B-	49,913	3.4		$20.62	3.2%	9/30/2019	$9,547	$191	10.7%
Sports Chalet(12)	NR/NR/NR	42,241	2.9		$26.82	3.5%	1/31/2015	$8,020	$190	14.1%
Gold’s Gym	NR/NR/NR	34,821	2.4		$21.44	2.3%	3/31/2028	NAV	NAV	NAV
Urban Home	NR/NR/NR	23,982	1.6		$24.00	1.8%	1/31/2023	NAV	NAV	NAV
Old Navy	BBB-/Baa3/BB+	23,712	1.6		$22.06	1.6%	7/31/2015	$4,902	$207	12.3%
H&M	NR/NR/NR	20,727	1.4		$27.59	1.8%	1/31/2017	$6,937	$335	11.0%
Victoria’s Secret	BB+/Ba1/BB+	12,782	0.9		$37.00	1.5%	1/31/2018	$6,926	$542	11.3%
Subtotal / Wtd. Avg.		325,995	22.1	%	$21.63	21.9%		$36,332	$243	11.9%

Theater Tenant
American Multi-Cinema(13)(14)	B/B2/B	73,938	5.0	%	$31.84	7.3%	9/30/2019	$16,313	$1,019,563	15.4%
Subtotal / Wtd. Avg.		73,938	5.0	%	$31.84	7.3%		$16,313	$1,019,563	15.4%

Other(15)(16)	Various	511,637	34.8		$44.56	70.8%	Various	$180,267	$399	17.7%
Vacant	NAP	44,773	3.0		NAP	NAP	NAP	NAP	NAP	NAP
Total / Wtd. Avg.(17)		1,472,167	100.0	%	$35.33	100.0%		NAP	NAP	NAP

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

(2)	% of Net Rentable Area is based on total mall sq. ft. of 1,472,167, inclusive of ground lease anchor tenants.

(3)	U/W Annual Base Rent Per Sq. Ft. and % of U/W Base Rent include contractual rent steps through December 31, 2013 as well as percentage in lieu rent that was calculated based on 2012 Total Sales.

(4)	% of U/W Base Rent is based on total occupied underwritten base rent and excludes ground lease anchor tenants as well as any gross up of vacant space.

(5)	Sales Per Sq. Ft. and Occupancy Cost (% of Sales) are based on 2012 Total Sales.

(6)	Occupancy Cost (% of Sales) is calculated as (A) the sum of (i) underwritten base rent, inclusive of percentage in lieu rent that was calculated based on 2012 Total Sales and (ii) the tenant-by-tenant expense recoveries per the rent roll dated December 31, 2012, divided by (B) the 2012 Total Sales.

(7)	JC Penny has four ten-year and one five-year extension options.

(8)	Macy’s has two ten-year and five five-year extension options.

(9)	Nordstrom has eight ten-year extension options.

(10)	XXI Forever has one five-year extension option.

(11)	Dave & Busters has three five-year extension options.

(12)	Sports Chalet has three five-year extension options.

(13)	American Multi-Cinema Sales Per Sq. Ft. is calculated on a per-screen (16-screens) basis.

(14)	American Multi-Cinema has three five-year and one, four and one half year extension options.

(15)	Other 2012 Total Sales include only inline tenants less than or equal to 10,000 sq. ft.

(16)	Other tenant Sales Per Sq. Ft. and Occupancy Cost (% of Sales) include only tenants less than or equal to 10,000 sq. ft. that reported 2012 Total Sales, 2011 sales and 2010 sales (excluding food court tenants, kiosks, ATM, temp tenants and other non-mall-shop tenants).

(17)	Wtd. Avg. U/W Annual Base Rent Per Sq. Ft. is based on total occupied sq. ft. of 911,570, which excludes ground lease anchor tenants totaling 515,824 sq. ft. as well as any gross up of vacant space.

400 South Baldwin Avenue

Arcadia, CA 91007

Collateral Asset Summary

Santa Anita Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

46.7%

3.05x

11.8%

Lease Rollover Schedule
Year	# of Leases Expiring	Total Expiring Sq. Ft.(1)(2)	% of Total Sq. Ft. Expiring(2)		Cumulative Sq. Ft. Expiring	Cumulative % of Sq. Ft. Expiring	Annual Base Rent Per Sq. Ft.(3)(4)	% Base Rent Rolling(3)(4)	Cumulative % of Base Rent(3)(4)
MTM	4	175	0.0	%	175	0.0%	$351.39	0.2%	0.2%
2013	32	64,429	6.7		64,604	6.8%	$30.63	6.2	6.4%
2014	41	77,757	8.1		142,361	14.9%	$50.39	12.3	18.7%
2015	38	127,765	13.4		270,126	28.2%	$36.57	14.6	33.3%
2016	28	49,964	5.2		320,090	33.5%	$44.46	7.0	40.3%
2017	27	70,224	7.3		390,314	40.8%	$44.47	9.8	50.0%
2018	13	47,408	5.0		437,722	45.8%	$35.25	5.2	55.3%
2019	26	208,838	21.8		646,560	67.6%	$35.08	23.0	78.2%
2020	16	41,575	4.3		688,135	72.0%	$45.93	6.0	84.2%
2021	4	11,254	1.2		699,389	73.1%	$41.28	1.5	85.7%
2022	5	9,675	1.0		709,064	74.1%	$37.71	1.1	86.8%
2023	4	32,293	3.4		741,357	77.5%	$26.08	2.6	89.5%
Thereafter	6	170,213	17.8		911,570	95.3%	$19.75	10.5	100.0%
Vacant	NAP	44,773	4.7		956,343	100.0%	NAP	NAP
Total / Wtd. Avg.	244	956,343	100.0	%			$35.01	100.0%

(1)	Certain tenants may have early termination options that may become exercisable prior to the stated lease expiration date in the subject lease. Such early termination dates are not considered in this chart.

(2)	Total Expiring Sq. Ft. and % of Total Sq. Ft. Expiring do not include ground lease anchor tenants.

(3)	Annual Base Rent Per Sq. Ft., % Base Rent Rolling and Cumulative % of Base Rent include contractual rent steps through December 31, 2013 and exclude ground lease anchor tenants totaling 515,824 sq. ft.

(4)	Annual Base Rent Per Sq. Ft., % Base Rent Rolling and Cumulative % of Base Rent are based on the occupied base rent and occupied sq. ft., and exclude ground lease anchor tenants totaling 515,824 sq. ft. as well as any gross up of vacant space.

The Loan. The Santa Anita Mall loan combination (the “Santa Anita Mall Loan Combination”) is a $285.0 million ($194 per sq. ft.) fixed rate loan secured by the borrower’s fee simple and leased fee interest in a 1,472,167 sq. ft. super regional mall located at 400 South Baldwin Avenue in Arcadia, California (the “Santa Anita Mall Property”). The Santa Anita Mall Property includes anchors JC Penney, Macy’s and Nordstrom, which are subject to ground leases, and major tenants XXI Forever, American Multi-Cinema (“AMC Movie Theater”) (16 screens), Dave & Busters, Sport Chalet, Gold’s Gym, Urban Home, Old Navy, H&M and Victoria’s Secret. The Santa Anita Mall Loan combination has a ten year term, is interest-only, and accrues interest at a fixed rate equal to 3.6545%. The Santa Anita Mall Loan Combination consists of four pari passu notes (Notes A-2-1 and A-2-2 in the aggregate original amount of $215.0 million and Notes A-1-1 and A-1-2 in the aggregate original amount of $70.0 million). The Santa Anita Mall Notes A-1-1 and A-1-2 (the “Santa Anita Mall Loan”), but not the related pari passu Notes A-2-1 and A-2-2 (“The Santa Anita Mall Companion Loan”), will be contributed to the UBS-BB 2013-C6 Trust. The Santa Anita Mall Companion Loan has been contributed to the UBS-BB 2013-C5 securitization trust.

The Santa Anita Mall Loan Combination proceeds were used to refinance existing debt of approximately $154.0 million, pay closing costs and fees of approximately $485,916 and return equity to the sponsor of approximately $130.0 million. Based on the appraised value of $610.0 million as of November 19, 2012, the cut-off date LTV is 46.7%.

The Borrower / Sponsor. The borrowers, Santa Anita Shoppingtown LP, a single purpose Delaware limited partnership and Santa Anita Borrower LLC, a Delaware limited liability company (collectively, the “Borrowers”) are structured to be bankruptcy-remote with at least two independent directors in their respective organizational structures. The sponsor of the Borrower and the non-recourse carveout guarantor is Westfield America, Inc. (“Sponsor”). The Sponsor is a real estate investment trust (“REIT”) with interests in 55 shopping centers made up of 50 super-regional shopping centers, four regional shopping centers and one power center in markets such as northern California, Chicago, southern Florida, Los Angeles, New Jersey, New York, San Diego and suburban Washington, D.C. The Sponsor’s U.S. shopping center portfolio encompasses approximately 63 million sq. ft. of retail space within 12 states, which it leases to nearly 9,000 specialty retailers. Within the state of California, Westfield America, Inc. has interests in 24 properties, including the Santa Anita Mall Property. The Sponsor is also the non-recourse carveout guarantor under the mortgage loan in the pool known as Broward Mall, which has a cut-off date balance of $95.0 million. The Canadian Pension Plan Investment Board owns approximately 40.4% of the Borrower and is permitted to control.

The Property. The Santa Anita Mall Property consists of an enclosed, two and three-level super regional mall located at 400 South Baldwin Avenue in Arcadia, California, approximately one mile south of Interstate 210, five miles west of Interstate 605 and 19 miles northeast of Los Angeles. Anchors at the Santa Anita Mall Property include JC Penney, Macy’s and Nordstrom, which are subject to

400 South Baldwin Avenue

Arcadia, CA 91007

Collateral Asset Summary

Santa Anita Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

46.7%

3.05x

11.8%

long term ground leases. Major tenants at the Santa Anita Mall Property include XXI Forever, AMC Movie Theater, Dave & Busters, Sport Chalet, Gold’s Gym, Urban Home, Old Navy, H&M, and Victoria’s Secret. Mall shop space consists of approximately 235 stores totaling 511,637 sq. ft. inclusive of the food court and kiosks. The Santa Anita Mall Property was 97.0% occupied as of the rent roll dated December 31, 2012. The Santa Anita Mall Property generates $398.4 million in gross sales, including comp in line sales per sq. ft. of $399 and occupancy cost of 17.7%.

The Santa Anita Mall Property was built in 1974 and was renovated in 2009. The Westfield Group originally acquired a 39.7% interest in the Santa Anita Mall Property in September 1998 and an additional 50% interest in December 1998 as part of an estimated $2.5 billion disposition of United States shopping mall holdings by TrizecHahn Corporation of Toronto. TrizecHahn agreed to sell the 20 malls in April 1998 to Westfield America Inc. of Los Angeles and to the Rouse Company of Columbia, Maryland. Westfield subsequently purchased an additional 50% stake in the Santa Anita Mall Property in December 1998 from Meditrust Cos. as part of Meditrust’s larger restructuring plan. In November 2012, the Sponsor completed a $35.7 million development plan to convert a vacant Robinsons-May box with a 117,817 sq. ft. three-level XXI Forever store (in occupancy since November 2012) and a 34,821 sq. ft. Gold’s Gym. In May 2009, the Promenade opened, adding 115,000 sq. ft. of new open-air retail space to the Santa Anita Mall Property. This $120.0 million expansion introduced 30 new shops and restaurants, landscaped courtyards, walkways, and fountains. The Promenade features new two-level subterranean parking for easy access to the 30 new stores and restaurants. A renovation of the center court in the existing center was also completed as part of the 2009 renovation. The Santa Anita Mall Property has structured, subterranean and surface parking for a total of 6,800 spaces (4.62 spaces per 1,000 sq. ft. of total GLA).

The Santa Anita Mall Property is located at the intersection of South Baldwin Avenue and West Huntington Drive, approximately seven miles east of the Pasadena Central Business District (“CBD”) and approximately 19 miles northeast of the Los Angeles CBD and approximately 35 miles northeast of the Los Angeles International Airport. Interstate 210 is the primary east/west commercial corridor in the area and is located approximately one mile north of the Santa Anita Mall Property. Interstate 605 is a primary north/south commercial corridor, providing direct access to Long Beach and the shores of California, and is located approximately five miles to the east of the Santa Anita Mall Property. According to a market research report, the Santa Anita Mall Property’s trade area is projected to include 6,098,173 people (within a 20 mile radius as of 2013) with an average household income of $69,721. Approximately 23.6% of the population within a 10-mile radius of the Santa Anita Mall Property has an average estimated household income of $100,000 or more.

The chart below details the Santa Anita Mall Property’s tenancy by general type.

Santa Anita Mall Property Tenant Type Summary
Tenant Type	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area		U/W Annual Base Rent Per Sq. Ft.(1)	% of Total U/W Base Rent(1)(2)		Average Remaining Lease Term (Yrs)	2012 Sales Per Sq. Ft.	Occupancy Cost %(3)
Anchor Tenants (ground leased)	515,824	35.0	%	NAP	NAP		6.2	$297	NAPP

Major In-Line > 10,000 sq. ft. – Comp	149,375	10.1		$24.97	11.6	%	4.0	$243	11.9%
Major In-Line > 10,000 sq. ft. – Non-Comp	176,620	12.0		$18.81	10.3		14.2	NAP	NAP
Theater(4)	73,938	5.0		$31.84	7.3		6.5	$1,019,563	15.4%
In-Line ≤ 10,000 sq. ft. – Comp	348,938	23.7		$42.02	45.5		3.7	$399	17.2%
In-Line ≤ 10,000 sq. ft. – Non-Comp	135,963	9.2		$29.17	12.3		4.8	NAV	NAV
Food Court – Comp	6,040	0.4		$232.97	4.4		1.8	$1,408	18.6%
Food Court – Non-comp	3,600	0.2		$74.99	0.8		4.4	NAV	NAV
ATM/Kiosk/Other	11,096	0.8		$219.09	7.5		4.4	$804	26.1%
Outparcel	6,000	0.4		$10.14	0.2		5.3	NAV	NAV
Vacant	44,773	3.0		NAP	NAP		NAP	NAP	NAP
Total / Wtd. Avg.(5)	1,472,167	100.0	%	$35.33	100.0	%

(1)	U/W Annual Base Rent Per Sq. Ft. and % of Total U/W Base Rent include contractual rent steps through December 31, 2013 and percentage in lieu of rent that was calculated based on 2012 Total Sales.

(2)	% of Total U/W Base Rent is based on the underwritten occupied base rent and underwritten occupied sq. ft., and excludes ground lease anchor tenants as well as any gross up of vacant space.

(3)	Occupancy Cost % is calculated as (A) the sum of (i) underwritten base rent, inclusive of percentage in lieu rent that was calculated based on 2012 Total Sales and (ii) the tenant-by-tenant expense recoveries per the rent roll dated December 31, 2012, divided by (B) the 2012 Total Sales.

(4)	Tenant’s 2012 Sales Per Sq. Ft. is calculated on a per-screen (16-screens) basis.

(5)	Total U/W Annual Base Rent Per Sq. Ft. is based on the underwritten occupied base rent and underwritten occupied sq. ft., and excludes ground lease anchor tenants (515,824 sq. ft.) as well as any gross up of vacant space.

400 South Baldwin Avenue

Arcadia, CA 91007

Collateral Asset Summary

Santa Anita Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

46.7%

3.05x

11.8%

The Market. The Santa Anita Mall Property is located in Arcadia, California, within close proximity to Interstate 210 on South Baldwin Avenue, approximately seven miles east of the Pasadena CBD. Interstate 210 is a major east/west corridor, which provides direct access to Pasadena to the west and forms a portion of the Foothill Freeway, connecting Los Angeles with its northern suburbs. South Baldwin Avenue, which forms the western boundary of the Santa Anita Mall Property and serves as a commercial corridor within the neighborhood intersects with Interstate 210 approximately 1.0 mile north of the Santa Anita Mall Property. Secondary access to the area is provided by Huntington Drive, an east/west thoroughfare. The Santa Anita Mall Property has frontage on Huntington Drive which provides ingress/egress.

The area surrounding the Santa Anita Mall Property consists of a mix of commercial and residential properties. The Santa Anita Mall Property is adjacent to Santa Anita Park to the north, a thoroughbred racetrack situated on 320 acres with a grandstand that seats 26,000 guests and an infield that can accommodate 50,000 guests. The appraisal estimates that the park experiences 3,000 weekly visitors and about 10,000 visitors on the weekends. To the east of the Santa Anita Mall Property is the Methodist Hospital on West Huntington Drive, which supports several medical office buildings in the immediate area. West and south of the Santa Anita Mall Property is primarily residential use with a mix of single family and multi-family properties.

The Santa Anita Mall Property is located in Arcadia, Los Angeles County, California within the Los Angeles-Long Beach-Anaheim Metropolitan Statistical Area (“Los Angeles MSA”). With an estimated 2013 population of approximately 18.0 million, the Los Angeles MSA is the 2nd largest metropolitan area in the U.S. The Los Angeles / Long Beach port complex is ranked number one in the United States in trade activity, and number three in the world (behind only Hong Kong and Singapore). The Los Angeles economy remains one of the nation’s largest economic engines, relying on a number of diverse industries such as fashion, biomedical technology, high-tech manufacturing, entertainment, and shipping. According to the appraisal, the Santa Anita Mall Property’s trade area within a 5-, 10- and 20-mile radius also experienced positive annual population growth between 2000 and 2012 at 0.2%, 0.1%, and 0.1%, respectively with the estimated 2012 population being 433,760, 1,518,842 and 6,031,113, respectively. Through 2017, the populations within a 5-, 10- and 20-mile radius are expected to grow to 438,416, 1,527,928 and 6,069,486, respectively, which represent growth rates of 0.2%, 0.1%, and 0.1%, respectively.

Average estimated household income for 2013 within a 5-, 10- and 20-mile radius is $87,575, $77,767 and $69,721, respectively, compared to the state of California average of $83,188. Approximately 23.6% of the population within a 10-mile radius of the Santa Anita Mall Property has an average estimated household income of $100,000 or more.

The chart below details the Santa Anita Mall Property’s competitive set.

Competitive Property Summary(1)
Property	Year Built / Renovated	Total GLA	Anchor Tenants	Occupancy %(2)	Proximity (miles)
Santa Anita Mall Property	1974 / 2009	1,472,167	JC Penney, Macy’s, Nordstrom	97.0%	Subject
Paseo Colorado	2001	556,271	Macy’s, ArcLight Cinemas, DSW, Gelson’s, Equinox Health & Fitness	81.0%	7.5
Shops at Montebello	1985 / 2010	758,504	Macy’s, Macy’s Home, JC Penney, Forever 21	95.0%	9.0
Westfield West Covina	1975 / 2012	1,033,372	Macy’s, JC Penney, Sears, Best Buy, 21 Forever, Nordstrom Rack	NAV	12.9
Glendale Galleria	1976 / 1997	1,300,500	Nordstrom, Macy’s, JC Penney, Target, Bloomingdales (in 2013)	100.0%	15.0
Eastland Center	1957 / 2011	806,331	Target, Burlington Coat Factory, Bed Bath & Beyond, Dick’s Sporting Goods	100.0%	15.0
Puente Hills	1974 / 2007	1,103,834	AMC 20, Burlington Coat Factory, Forever 21, Macy’s	89.0%	22.0

(1)	Source: Appraisal

(2)	Based on total mall GLA including anchors subject to long term ground leases.

The Santa Anita Mall Property is the dominant mall in its trade area due to its above average access and exposure at the intersection of Huntington Drive and South Baldwin Avenue, just to the south of Interstate 210. Huntington Drive and South Baldwin Avenue have reported traffic counts of over 70,000 vehicles per day.

400 South Baldwin Avenue

Arcadia, CA 91007

Collateral Asset Summary

Santa Anita Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

46.7%

3.05x

11.8%

Cash Flow Analysis.

Cash Flow Analysis
	12/31/2009	12/31/2010	12/31/2011	T-12 8/31/2012	U/W	U/W Per Sq. Ft.(1)
Base Rent(2)	$27,890,185	$27,383,490	$28,965,286	$29,254,466	$30,949,848	$32.36
Percentage Rent(3)	153,464	161,338	187,285	222,117	293,242	0.31
Rent Steps(4)	0	0	0	0	960,369	1.00
Value of Vacant Space(5)	0	0	0	0	1,824,058	1.91
Gross Potential Rent	$28,043,649	$27,544,828	$29,152,571	$29,476,583	$34,027,517	$35.58
Total Recoveries	12,074,121	13,306,393	13,435,658	14,384,465	16,924,503	17.70
Total Other Income(6)	2,843,740	2,817,091	3,237,787	3,038,718	2,923,626	3.06
Less: Vacancy	(328,516)	(392,529)	(130,448)	(240,961)	(3,098,746)	(6.1%)
Effective Gross Income	$42,632,994	$43,275,783	$45,695,568	$46,658,805	$50,776,900	$53.09
Total Operating Expenses	14,882,181	15,660,033	16,035,227	16,567,469	17,084,497	17.86
Net Operating Income	$27,750,813	$27,615,750	$29,660,341	$30,091,336	$33,692,403	$35.23
TI/LC	0	0	0	0	1,345,475	1.41
Capital Expenditures	0	0	0	0	191,269	0.20
Net Cash Flow	$27,750,813	$27,615,750	$29,660,341	$30,091,336	$32,155,660	$33.62

(1)	U/W Per Sq. Ft. based on total mall sq. ft. of 956,343, excluding ground lease anchor tenants.

(2)	U/W Base Rent is based on the rent roll dated December 31, 2012.

(3)	U/W Percentage Rent is based on breakpoints and % per the rent roll dated December 31, 2012 and 2012 Total Sales.

(4)	U/W Rent Steps includes contractual rent increases through December 31, 2013.

(5)	U/W Value of Vacant Space is based on the vacant sq. ft. as of the rent roll dated December 31, 2012, at average in-place rent for each tenant space type.

(6)	Total Other Income includes specialty leases and storage income.

Anchor Tenants Historical Sales Per Sq. Ft.(1)
Tenant	2010	2011	2012
JC Penney	$178	$184	$169
Macy’s	$239	$252	$260
Nordstrom	$509	$522	$529

(1)	Based on historical sales statements provided by the Borrower.

Property Management. The Santa Anita Mall Property is managed by Westfield, LLC, an affiliate of the Borrower.

Lockbox / Cash Management. The Santa Anita Mall Loan Combination is structured with a hard lockbox and springing cash management. All excess cash is required to be swept into a lender controlled account upon the occurrence of an event of default by the Borrowers (a “Santa Anita Mall Cash Sweep Event”).

Initial Reserves. None.

Ongoing Reserves. At any time during which the debt service coverage ratio is less than 1.20x, calculated based on the previous 12 month period and tested on the first day of each calendar quarter, or a Santa Anita Mall Cash Sweep Event, the Santa Anita Mall Loan Combination documents will require monthly deposits of (i) $354,123 into a tax reserve account, (ii) $70,174 into an insurance reserve account, (iii) $15,939 into a capital expenditure/replacement reserve account, and (iv) $113,414 into a TI/LC reserve account.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None Permitted.

Partial Release. If there is no event of default, Borrower may make transfers of non-income producing, non-material portions of the Santa Anita Mall Property including parking areas to third parties or affiliates of Borrower, provided that no transfer may result in a material adverse effect on the value of the Santa Anita Mall Property or the financial condition of the Borrower.

400 South Baldwin Avenue

Arcadia, CA 91007

Collateral Asset Summary

Santa Anita Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

46.7%

3.05x

11.8%

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1225-1275 Pale San Vitores Road

Tumon, Tamuning, Guam 96913

Collateral Asset Summary

Bayview Plaza

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$59,939,105

63.7%

1.56x

10.3%


Mortgage Loan Information			Property Information
Loan Seller:	UBSRES		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance		Property Type:	Retail – Regional Mall
Sponsor:	Michael Z. Ysrael		Collateral:	Fee Simple / Leased Fee
	Alfred C. Ysrael		Location:	Tumon, Tamuning, Guam
	Tanota Hotels, LLC		Year Built / Renovated:	1996, 1997, 2002 / NAP
	Bowling Investments, LLC		Total Sq. Ft.: (2)	244,626
Borrower:	Bayview I, LLC; Bayview III, LLC		Property Management:	Tanota Corporation
Original Balance:	$60,000,000		Underwritten NOI:	$6,187,918
Cut-off Date Balance:	$59,939,105		Underwritten NCF:	$6,166,315
% by Initial UPB:	TBD		Appraised Value:	$94,100,000
Interest Rate:	5.1935%		Appraisal Date:	December 19, 2012
Payment Date:	6th of each month
First Payment Date:	April 6, 2013		Historical NOI
Maturity Date:	March 6, 2023		Most Recent NOI:	$6,191,722 (T-12 November 30, 2012)
Amortization:	360 months		2nd Most Recent NOI:	$5,640,314 (December 31, 2011)
Additional Debt:	None		3rd Most Recent NOI:	$5,722,652 (December 31, 2010)
Call Protection:	L(25), D(92), O(3)
Lockbox / Cash Management:	Hard / Springing		Historical Occupancy(3)
			Most Recent Occupancy:	98.8% (January 25, 2013)
Reserves(1)			2nd Most Recent Occupancy:	100.0% (December 31, 2011)
	Initial	Monthly	3rd Most Recent Occupancy:	100.0% (December 31, 2010)
Taxes:	$12,296	$2,049	(1) See “Initial Reserves” and “Ongoing Reserves” herein. (2) The Bayview Plaza Property is comprised of a total of 244,626 sq. ft. including a portion of DFS Galleria (74,326 sq. ft) and Phase II (100,613 sq. ft.) which are subject to ground leases. (3) Historical occupancy shown in the table above is based on historical occupancy percentages provided by the Borrower, inclusive of ground lease tenants.
Insurance:	$320,833	$29,167
Replacement:	$0	$1,800
TI/LC:	$2,000,000	$0

Financial Information
Cut-off Date Balance / Sq. Ft.:		$245
Balloon Balance / Sq. Ft.:		$203
Cut-off Date LTV:		63.7%
Balloon LTV:		52.8%
Underwritten NOI DSCR:		1.57x
Underwritten NCF DSCR:		1.56x
Underwritten NOI Debt Yield:		10.3%
Underwritten NCF Debt Yield:		10.3%

1225-1275 Pale San Vitores Road

Tumon, Tamuning, Guam 96913

Collateral Asset Summary

Bayview Plaza

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$59,939,105

63.7%

1.56x

10.3%

Anchor and Major Tenant Summary
	Ratings (Fitch/Moody’s/S&P)(1)	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area (2)	U/W Annual Base Rent Per Sq. Ft.(3)	% of U/W Base Rent(3)(4)	Lease Expiration	2012 Total Sales (000s)	Sales Per Sq. Ft.(5)	Occupancy Cost (% of Sales)(5)(6)
Ground Lease Tenants
Comete Guam, Inc.	NR/NR/NR	100,613	41.1%	NAP	NAP	9/30/2075	NAV	NAV	NAP
DFS Group L.P.	NR/NR/NR	74,326	30.4	NAP	NAP	5/31/2065	NAV	NAV	NAP
Subtotal		174,939	71.5%				NAV	NAV	NAP

Major In-Line Tenants
DIZZY, Inc.(7)	NR/NR/NR	11,925	4.9%	$45.57	11.5%	Various	$4,334	$561	14.5%
Stores Specialists, Inc.(8)	NR/NR/NR	6,934	2.8	$25.08	3.7	9/30/2014	NAV	NAV	NAV
ABC Stores - Guam(9)	NR/NR/NR	3,481	1.4	$167.23	12.3	Various	$7,164	$2,058	9.4%
Little Italy, Inc. d/b/a Vitale’s	NR/NR/NR	3,370	1.4	$36.00	2.6	4/30/2015	$1,394	$414	15.9%
Kupono Investment, Inc. d/b/a LeSportsac(10)	NR/NR/NR	2,762	1.1	$105.98	6.2	Various	$2,676	$969	13.2%
Subtotal		28,472	11.6%	$60.18	36.2%		$15,568	$898	12.0%

Other(11)	Various	38,285	15.7%	$79.01	63.8%	Various	$27,184	$1,198	11.2%
Vacant	NAP	2,930	1.2	NAP	NAP	NAP	NAP	NAP	NAP
Total/Wtd. Avg.(12)		244,626	100.0%	$70.98	100.0%		NAP	NAP	NAP

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

(2)	% of Net Rentable Area is based on total sq. ft. of 244,626, inclusive of ground lease tenants.

(3)	U/W Annual Base Rent Per Sq. Ft. and % of U/W Base Rent include contractual rent steps through July 1, 2013 as well as percentage-in-lieu rent that was calculated based on 2012 Total Sales.

(4)	% of U/W Base Rent is based on total occupied underwritten base rent and excludes ground lease tenants and any gross up of vacant space.

(5)	Sales Per Sq. Ft. and Occupancy Cost (% of Sales) are based on 2012 Total Sales.

(6)	Occupancy Cost (% of Sales) is calculated as (A) the sum of (i) underwritten base rent, inclusive of percentage-in-lieu rent that was calculated based on 2012 Total Sales and (ii) the tenant-by-tenant expense recoveries per the rent roll dated January 25, 2013, divided by (B) the 2012 Total Sales.

(7)

DIZZY, Inc. leases six spaces at the Bayview Plaza Property doing business as DNA Evolution (3,214 sq. ft. expiring July 31, 2015), DNA (2,760 sq. ft. expiring April 30, 2017), DNA Evolution Kids (2,400 sq. ft. expiring June 30, 2017), KICKS/HI (1,337 sq. ft. expiring July 31, 2017), Volcom (1,230 sq. ft. expiring June 30, 2017) and DV8 Boardshop (984 sq. ft. expiring July 31, 2017). DIZZY, Inc.’s 2012 Total Sales (000s), Sales Per Sq. Ft. and Occupancy Cost (% of Sales) include tenant spaces that reported 2011 and 2012 Total Sales.

(8)	Stores Specialists, Inc. leases three spaces at the Bayview Plaza Property doing business as Gap (5,102 sq. ft.), Beauty Bar (1,162 sq. ft.) and Aerosoles (670 sq. ft.) and has one, three-year option on each of the spaces.

(9)	ABC Stores – Guam leases two inline spaces (2,000 sq. ft. expiring April 14, 2017 and 981 sq. ft. expiring June 30, 2015) and two storage spaces (350 sq. ft. and 150 sq. ft. expiring March 31, 2015).

(10)	Kupono Investment, Inc. d/b/a LeSportsac leases one inline space (2,000 sq. ft. expiring September 30, 2017) and one storage space (762 sq. ft., expiring September 30, 2014).

(11)	Other tenant Sales Per Sq. Ft. and Occupancy Cost (% of Sales) include only tenants less than or equal to 2,500 sq. ft. that reported 2012 sales, 2011 sales, and 2010 sales.

(12)	Wtd. Avg. U/W Annual Base Rent Per Sq. Ft. is based on total occupied collateral sq. ft. of 66,757 sq. ft., which excludes ground leased tenants totaling 174,939 sq. ft. as well as any gross up of vacant space.

1225-1275 Pale San Vitores Road

Tumon, Tamuning, Guam 96913

Collateral Asset Summary

Bayview Plaza

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$59,939,105

63.7%

1.56x

10.3%

Lease Rollover Schedule(1)
Year	# of Leases Expiring	Total Expiring Sq. Ft. (2)	% of Total Sq. Ft. Expiring(2)	Cumulative Sq. Ft. Expiring	Cumulative % of Sq. ft. Expiring	Annual U/W Base Rent Per Sq. Ft.(3)	% U/W Base Rent Rolling(3)	Cumulative % of U/W Base Rent(3)
MTM	19	13,627	19.6%	13.627	19.6%	$59.66	24.3%	24.3%
2013	7	5,798	8.3	19,425	27.9%	$52.48	9.1	33.4%
2014	17	17,286	24.8	36,711	52.7%	$39.77	20.5	53.9%
2015	10	12,576	18.0	49,287	70.7%	$44.17	16.6	70.5%
2016	1	1,150	1.7	50,437	72.4%	$96.00	3.3	73.8%
2017	9	16,320	23.4	66,757	95.8%	$53.88	26.2	100.0%
2018	0	0	0	66,757	95.8%	$0.00	0.0	100.0%
2019	0	0	0	66,757	95.8%	$0.00	0.0	100.0%
2020	0	0	0	66,757	95.8%	$0.00	0.0	100.0%
2021	0	0	0	66,757	95.8%	$0.00	0.0	100.0%
2022	0	0	0	66,757	95.8%	$0.00	0.0	100.0%
2023	0	0	0	66,757	95.8%	$0.00	0.0	100.0%
Thereafter	0	0	0	66,757	95.8%	$0.00	0.0	100.0%
Vacant	NAP	2,930	4.2	69,687	100.0%	NAP	NAP
Total / Wtd. Avg.	63	69,687	100.0%			$50.18	100.0%

(1)	Certain tenants may have termination options that may become exercisable prior to the stated lease expiration date in the subject lease. Such early termination dates are not considered in this chart.

(2)	Total Expiring Sq. Ft. and % of Total Sq. Ft. Expiring do not include ground lease tenants.

(3)	Annual U/W Base Rent Per Sq. Ft., % U/W Base Rent Rolling and Cumulative % of U/W Base Rent are based on the underwritten occupied base rent, include contractual rent steps through July 1, 2013, and exclude ground lease tenants totaling 174,939 sq. ft. as well as any gross up of vacant space.

The Loan. The Bayview Plaza loan (the “Bayview Plaza Loan”) is a $60.0 million ($245 per sq. ft.), fixed rate loan secured by the borrower’s fee simple and leased fee interest in a 244,626 sq. ft. Class A regional mall located at 1225-1275 Pale San Vitores Road in Tumon, Tamuning, Guam (the “Bayview Plaza Property”). Major national tenants at the Bayview Plaza Property include DIZZY, Inc. (d/b/a DNA, DNA Evolution, DNA Evolution Kids, KICKS/HI, Volcom, and DV8 Boardshop), Stores Specialists, Inc. (d/b/a Gap, Beauty Bar, and Aerosoles), ABC Stores - Guam, Little Italy, Inc. d/b/a Vitale’s, and Kupono Investment, Inc. d/b/a LeSportsac. The $60.0 million first mortgage loan has a ten-year term. The Bayview Plaza Loan accrues interest at a fixed rate equal to 5.1935% and amortizes on a 30-year schedule.

The Bayview Plaza Loan proceeds were used to refinance existing debt of approximately $34.1 million, fund upfront reserves totaling approximately $2.3 million, pay closing costs of $725,842, and return equity to the sponsors of approximately $22.9 million. Based on the appraised value of $94.1 million as of December 19, 2012, the cut-off date LTV is 63.7%.

The Borrower / Sponsor. The borrowers, Bayview I, LLC and Bayview III, LLC, each a single purpose Guam limited liability company (collectively, the “Borrower”), are structured to be bankruptcy-remote, with two independent directors in their organizational structure. The Borrower is owned 99.5% by Tanota Hotels, LLC which in turn is held in equal shares by five Ysrael family trusts. Bayview I and III Guam SPE, LLC holds the remaining 0.5% interest in the Borrower. This corporation is 100% held by Tanota Corporation, which is in turn held by Alfred C. Ysrael (50%), Diana Z. Ysrael (49%), and Michael Z. Ysrael (1%). Michael Z. Ysrael, Alfred C. Ysrael, Bowling Investments, LLC and Tanota Hotels, LLC will serve as the carve-out guarantors (joint and several) for the loan. The guarantors reported a total net worth of $265,581,831 and liquidity of $12,502,613 as of January 1, 2013.

The Tanota Hotels, LLC (the “Sponsor”) was founded by Alfred C. Ysrael and is a large private real estate owner on the island of Guam, with a portfolio that has included apartment properties, commercial properties, hotels, ground leases and undeveloped land. In 1986 the various companies were re-organized and consolidated into Tanota Partners, a Guam limited partnership. Mr. Ysrael’s son, Michael Z. Ysrael, returned to Guam in the early 1990s after completing his education and has been handling the day-to-day activities of the company since the mid-1990s. Michael Z. Ysrael’s educational background includes a B.S. in Finance, a J.D. degree and an L.L.M. in Taxation.

The Tanota Group conceived and developed Tumon’s Pleasure Island District, which contains the Bayview Plaza Property. Pleasure Island contains a restaurant, entertainment and retail complex with “Underwater World,” one of the world’s longest walk-through tunnel aquariums. Underwater World is one of Guam’s top tourist attractions and is connected to the adjacent Outrigger Hotel lobby. Pleasure Island has been an incredible success and not only has promoted The Tanota Group’s immediate holdings in the area, including the Bayview Plaza Property, but has also contributed to Guam’s overall economy.

1225-1275 Pale San Vitores Road

Tumon, Tamuning, Guam 96913

Collateral Asset Summary

Bayview Plaza

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$59,939,105

63.7%

1.56x

10.3%

The Property. The Bayview Plaza Property consists of four components, two 2- and 3-story Class A retail buildings with 69,687 sq. ft. net rentable area (Phases I and III) and leased fee interests in two parcels containing 174,939 sq. ft. which are subject to two long term ground leases. The Bayview Plaza Property was built in phases in 1996, 1997, and 2002 on a 4.97 acres site. Phase I is a 2-story retail building with roof top parking that contains a net rentable area of 20,286 sq. ft. The tenants in Phase I specialize in casual wear and food service. Phase II consists of the leased fee interest underlying a 100,613 sq. ft. commercial building, subject to a long term ground lease to Comete Guam, Inc. Comete Guam, Inc. owns the commercial improvements on the site which are connected to Phases I and III as well as the lobby of the adjacent Outrigger Hotel. Phase II is occupied by retailers and tourist attractions, such as Underwater World, one of the world’s longest walk-through tunnel aquariums, SeaGrill restaurant and Godiva. Phase III (“Phase III”) is a 2- and 3-story enclosed mall containing 49,401 sq. ft. with sub-grade and rooftop parking. Shops in Phase III include world class retailers such as Marc Jacobs, Bottega Veneta, Cole Haan, Vivienne Westwood and Rolex. The fourth component of the Bayview Plaza Property consists of the leased fee interest underlying 74,326 sq. ft. of retail improvements subject to a long term ground lease to DFS Group L.P. (“DFS”). DFS owns and operates the improvements on the site, which are a portion of the total approximately 207,000 sq. ft. DFS Galleria enclosed mall. DFS Galleria consists of luxury retailers such as Prada, Armani, Salvatore Ferragamo, Coach, Fendi and Burberry, among others. Per the January 25, 2013 rent roll and excluding the ground leased tenants, the improvements were 95.8% leased to 48 international and local tenants with average comp inline sales equal to $1,125 per sq. ft. and an occupancy cost of 11.3% (based on year-end 2012 sales).

The Borrower developed the Bayview Plaza Property in 1996-2002 at an estimated cost of $12.4 million. Since development, the Borrower has spent approximately $5.0 million in capital improvements. The development and capital improvements expenditures indicated exclude land acquisition costs as well as any development costs associated with the construction of tenant owned improvements on the two ground lease parcels.

The Sponsor is currently developing a 417 room luxury hotel under the Dusit flag adjacent and connected to the Bayview Plaza Property via an adjoining walkway. The hotel is expected to open for business at the end of 2013 and will join the 600-room Outrigger hotel, which is also owned by the Sponsor and connected to the Bayview Plaza Property.

The Bayview Plaza Property is located along Pale San Vitores Road in Tumon, in the Municipality of Tamuning, Island of Guam. Tumon is bordered to the northeast by Dededo, the island’s most populous residential area. Tamuning, a major commercial area of Guam, borders Tumon to the south and southwest. Guam’s primary roadway, Marine Drive, and the Harmon Industrial Park border Tumon to the east. Tumon Bay and the Philippine Sea border Tumon to the west. The capital of Guam, Hagatna, is located approximately five miles southwest of the subject property. The A.B. Won Pat Guam International Airport is located approximately two miles to the south.

Bayview Plaza Tenant Type Summary
Tenant Type	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area	U/W Annual Base Rent Per Sq. Ft.(1)	% of Total U/W Base Rent(1)(2)	Average Remaining Lease Term (Yrs)	2012 Sales Per Sq. Ft.	Occupancy Cost %(3)
In-line <10,000 sq. ft. – Comp	37,534	15.3%	$97.66	77.4%	2.0	$1,125	11.3%
In-line <10,000 sq. ft. – Non-Comp	20,396	8.3	$41.30	17.8	1.8	NAV	NAV
ATM/Kiosk/Other(4)	8,827	3.6	$26.10	4.9	1.7	NAV	NAV
Ground Lease	174,939	71.5	NAP	NAP	58.1	NAV	NAV
Vacant	2,930	1.2	NAP	NAP	NAP	NAP	NAP
Total / Wtd. Avg.(5)	244,626	100.0%	$70.98	100.0%

(1)	U/W Annual Base Rent Per Sq. Ft. and % of Total U/W Base Rent include contractual rent steps through July 1, 2013 and percentage-in-lieu rent that was calculated based on 2012 Total Sales.

(2)	% of Total U/W Base Rent is based on the underwritten occupied base rent and underwritten occupied sq. ft., and excludes ground lease tenants as well as any gross up of vacant space.

(3)	Occupancy Cost % is calculated as (A) the sum of (i) underwritten base rent, inclusive of percentage-in-lieu rent that was calculated on 2012 Total Sales and (ii) the tenant-by-tenant expense recoveries per the rent roll dated January 25, 2013, all divided by (B) the 2012 Total Sales.

(4)	ATM/Kiosk/Other space includes 4,316 sq. of office space and 4,511 sq. ft. of storage space.

(5)	Wtd. Avg. U/W Annual Base Rent Per Sq. Ft. is based on the underwritten occupied base rent and underwritten occupied sq. ft., and excludes any ground lease tenants (174,939 sq. ft.) as well as any gross up of vacant space.

The Market. The Bayview Plaza Property is located in the Pleasure Island submarket of Tumon, Tamuning, Guam. Tumon is generally a mixture of tourist-oriented resort and high-end residential development along Tumon Bay, tourist-oriented commercial development and hotels along San Vitores Road, and single-family and multi-family residential uses located at interior portions. Major roadways in the vicinity include San Vitores Road which abuts the subject property to the south. Guam’s primary roadway, Marine Drive, is located to the southeast. San Vitores Road is the primary roadway in Tumon. There are numerous hotels and commercial

1225-1275 Pale San Vitores Road

Tumon, Tamuning, Guam 96913

Collateral Asset Summary

Bayview Plaza

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$59,939,105

63.7%

1.56x

10.3%

establishments that front this multiple lane roadway. Since the early 1990s, dramatic growth in tourist-related development has occurred along San Vitores Road. Marine Drive is the primary roadway on Guam. Marine Drive connects Dededo with the business center of Hagatna (to the southwest) and points further south. This primary roadway provides for several lanes of traffic flowing in both directions. A secondary road in the vicinity involves Ypao Road which is located across San Vitores Road from the subject. Ypao Road connects San Vitores Road with Marine Drive.

Tumon, a major tourism center of Guam, is divided into three major parts: west Tumon, central Tumon and Pleasure Island on its eastern part. West and central Tumon are less developed and include area from the Hilton hotel to right before the Tumon Sands Plaza. Pleasure Island is the most developed area in Tumon and generally includes the area between the Hyatt hotel and the Westin hotel, as well as Tumon Sands Plaza. Pleasure Island includes the Hyatt hotel, Sandcastle Entertainment Complex, DFS Galleria, Bayview Complex (including the Bayview Plaza Property), Comete Building, Underwater World, Outrigger Hotel, Westin hotel, Pacific Place and JP Superstore complex. The retail shops in the area typically include high end boutiques including many luxury brands such as Louis Vuitton, Prada, Rolex, Salvatore Ferragamo and others. The subject is located in the heart of Pleasure Island.

Tourism is a major economic driver for the island of Guam. Guam attracts many visitors due to its convenient location near to major cities in Asia, tropical climate, beaches, tax free shopping and world class accommodations. Guam is a duty-free zone and has no sales tax. Approximate air travel time to Guam from Tokyo is 3.5 hours, Seoul is 4.75 hours, Taipei is 4.0 hours, Hong Kong is 4.75 hours, Honolulu is 7.0 hours, and San Francisco is 12 hours. According to the appraisal, approximately 1.3 million tourists visited Guam in 2012, an increase of 12.8% over 2011.

The chart below details the Bayview Plaza Property’s competitive set.

Competitive Property Summary(1)
Property	Year Built / Renovated	Total GLA	Major Tenants	Occupancy %	Proximity (miles)
Bayview Plaza Property	1996, 1997, 2002 / NAP	244,626	Gap, LeSportsac, Bottega Veneta	98.8%	Subject
Bayview Phase IV	1999	20,000	Hard Rock Café, Folli Follie	100.0%	0.0
Bayview Phase II(2)	1997	47,000	Underwater World, SeaGrill Restaurant	93.0%	0.0
DFS Galleria(3)	1994/1997	207,000	DFS Galleria	100.0%	0.0
Tumon Sands Plaza(4)	1973	58,900	Louis Vuitton, Gucci, Tiffany	100.0%	0.3
Pacific Place	1996	30,000	ABC Stores, Outback Steakhouse	100.0%	0.3

(1)	Source: Appraisal

(2)	The Bayview Plaza Property includes the leased fee interest underlying the Bayview Phase II referenced in the chart above.

(3)	The Bayview Plaza Property includes the leased fee interest underlying a portion of the DFS Galleria referenced in the chart above.

(4)	Tumon Sands Plaza Total GLA represents retail space only.

1225-1275 Pale San Vitores Road

Tumon, Tamuning, Guam 96913

Collateral Asset Summary

Bayview Plaza

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$59,939,105

63.7%

1.56x

10.3%

Cash Flow Analysis.

Cash Flow Analysis
	12/31/2010	12/31/2011	T-12 11/30/2012	U/W	U/W Per Sq. Ft.(1)
Base Rent(2)	$2,840,319	$2,857,441	$3,041,232	$3,344,832	$13.67
Percentage Rent(3)	868,193	1,196,347	1,557,326	1,388,267	5.68
Rent Steps(4)	0	0	0	5,232	0.02
Value of Vacant Space(5)	0	0	0	142,416	0.58
Gross Potential Rent	$3,708,512	$4,053,788	$4,598,558	$4,880,747	$19.95
Total Recoveries	1,976,273	1,593,299	1,851,183	1,869,846	7.64
Total Other Income(6)	1,947,457	2,036,830	2,036,280	2,236,515	9.14
Less: Vacancy	0	0	0	(337,530)	(5.0%)
Effective Gross Income	$7,632,242	$7,683,917	$8,486,021	$8,649,579	$35.36
Total Operating Expenses	1,909,590	2,043,603	2,294,299	2,461,661	10.06
Net Operating Income	$5,722,652	$5,640,314	$6,191,722	$6,187,918	$25.30
TI/LC	0	0	0	0	0.00
Capital Expenditures	0	0	0	21,603	0.09
Net Cash Flow	$5,722,652	$5,640,314	$6,191,722	$6,166,315	$25.21

(1)	U/W Per Sq. Ft. based on total sq. ft. of 244,626, including ground lease tenants totaling 174,939 sq. ft.

(2)	U/W Base Rent is based on the rent roll dated January 25, 2013.

(3)	U/W Percentage Rent is based on breakpoints and % per the rent roll dated January 25, 2013 and 2012 Total Sales.

(4)	U/W Rent Steps includes contractual rent increases through July 1, 2013.

(5)	U/W Value of Vacant Space is based on vacant sq. ft. as of the rent roll dated January 25, 2013 grossed up at the appraiser’s market rent conclusion for each respective space type.

(6)	Total Other Income represents average rent from the DFS Group L.P. and Comete Guam, Inc. ground leases over the loan term.

Property Management. The Bayview Plaza Property is managed by Tanota Corporation, an affiliate of the Borrower.

Lockbox / Cash Management. The Bayview Plaza Loan is structured with a hard lockbox and springing cash management. All excess cash will be swept into a lender controlled account upon the occurrence of an event of default under the loan documents, a bankruptcy action of guarantor or manager, or if the DSCR falls below 1.20x.

Initial Reserves. At closing, the Borrower deposited (i) $12,296 into the tax reserve account, (ii) $320,833 into the insurance reserve account, and (iii) $2,000,000 into the TI/LC reserve account.

Ongoing Reserves. On a monthly basis, the Borrower is currently required to deposit reserves of (i) $2,049 into the tax reserve account, (ii) $29,167 into the insurance reserve account, and (iii) $1,800 into the capital expenditure/replacement reserve account.

Current Mezzanine or Subordinate Indebtedness. None

Future Mezzanine or Subordinate Indebtedness Permitted. None permitted.

1225-1275 Pale San Vitores Road

Tumon, Tamuning, Guam 96913

Collateral Asset Summary

Bayview Plaza

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$59,939,105

63.7%

1.56x

10.3%

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711 Northwest 72nd Avenue

Miami, FL 33126

Collateral Asset Summary

DoubleTree Hotel & Miami Airport
Convention Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,933,253

53.7%

1.87x

14.0%

Mortgage Loan Information			Property Information
Loan Seller:	UBSRES		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Recapitalization		Property Type:	Hospitality - Full Service
Sponsor:	United Capital Corp.		Collateral:	Fee Simple
Borrower:	AFP 103 Corp.		Location:	Miami, FL
Original Balance:	$40,000,000			1968 (MACC) and 1985 (Hotel and
Cut-off Date Balance:	$39,933,253		Year Built / Renovated:	Retail) / 2005 - 2012 (Hotel and
% by Initial UPB:	TBD			MACC)
Interest Rate:	4.5500%		Rooms:	334
Payment Date:	6th of each month		Property Management:	AFP Management Corp.
First Payment Date:	April 6, 2013		Underwritten NOI:	$5,610,408
Maturity Date:	March 6, 2023		Underwritten NCF:	$5,008,204
Amortization:	300 months		Appraised Value:	$74,300,000
Additional Debt:	None		Appraisal Date:	January 09, 2013
Call Protection:	L(25), D(91), O(4)
Lockbox / Cash Management:	Hard / Springing		Historical NOI
			Most Recent NOI:	$6,121,936 (T-12 January 31, 2013)
Reserves(1)			2nd Most Recent NOI:	$4,474,237 (December 31, 2011)
	Initial	Monthly	3rd Most Recent NOI:	$2,702,623 (December 31, 2010)
Taxes:	$32,562	$32,562
Insurance:	$255,277	$56,098	Historical Occupancy(4)
FF&E:	$0	$47,994	Most Recent Occupancy:	83.1% (January 31, 2013)
Replacement:	$0	$2,189	2nd Most Recent Occupancy:	80.3% (December 31, 2011)
2012 Tax Contest Funds:	$109,390	$0	3rd Most Recent Occupancy:	68.2% (December 31, 2010)
			(1) See “Initial Reserves” and “Ongoing Reserves” herein. (2) Cut-off Date LTV based on the “as-is” appraised value of $74.3 million as of January 9, 2013. Based on the “as stabilized” appraised value of $82.0 million as of January 1, 2016 the Cut-off Date LTV is 48.7%. (3) Balloon LTV based on the “as-is” appraised value of $74.3 million as of January 9, 2013. Based on the “as stabilized” appraised value of $82.0 million as of January 1, 2016 the Balloon LTV is 35.9%. (4) Historical occupancy shown in the table above is based on historical occupancy percentage provided by the Borrower.
Financial Information
Cut-off Date Balance / Room:		$119,561
Balloon Balance / Room:		$88,066
Cut-off Date LTV (2):		53.7%
Balloon LTV (3):		39.6%
Underwritten NOI DSCR:		2.09x
Underwritten NCF DSCR:		1.87x
Underwritten NOI Debt Yield:		14.0%
Underwritten NCF Debt Yield:		12.5%

711 Northwest 72nd Avenue

Miami, FL 33126

Collateral Asset Summary

DoubleTree Hotel & Miami Airport
Convention Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,933,253

53.7%

1.87x

14.0%

Historical Occupancy, ADR, and RevPAR (1)
DoubleTree Hotel & Miami Airport Convention Property	Dec.2010	Dec.2011	Dec.2012
Occupancy	67.1%	79.4%	81.9%
ADR	$86.25	$92.65	$102.83
RevPAR	$57.92	$73.57	$84.23
Competitive Set (2)	Dec.2010	Dec.2011	Dec.2012
Occupancy	80.8%	82.2%	83.2%
ADR	$105.06	$107.95	$116.20
RevPAR	$84.86	$88.71	$96.72
Penetration	Dec.2010	Dec.2011	Dec.2012
Occupancy	83.1%	96.6%	98.4%
ADR	82.1%	85.8%	88.5%
RevPAR	68.2%	82.9%	87.1%

(1)	Source: Travel Research Reports.

(2)	Competitive Set includes: DoubleTree Hotel & Miami Airport Convention Center, Sheraton Hotel Miami Airport & Executive Meeting Center, Crowne Plaza Miami International Airport, Marriott Miami Airport, Hilton Miami Airport, Embassy Suites Miami Airport.

Primary Competitive Set (1)
Property	Rooms	Commercial %	Meeting & Group %	Contract %	Occupancy %	ADR	2012 RevPAR
DoubleTree Hotel & Miami Airport Convention Center	334	45%	35%	20%	82.6%	$100.00	$82.59
Hilton Miami Airport	508	60%	30%	10%	79.0%	$133.00	$105.07
Marriott Miami Airport	365	75%	15%	10%	83.0%	$118.00	$97.94
Sheraton Miami Airport Hotel & Executive Meeting Center	405	55%	20%	25%	91.0%	$102.00	$92.82
Crowne Plaza Miami International Airport	304	30%	20%	50%	77.0%	$89.00	$68.35

Total/Wtd. Avg.	1,916	54%	24%	21%	82.6%	$110.86	$91.38

(1)	Source: Appraisal (Competitive Set Occupancy, ADR, and RevPAR are 2012 estimates).

The Loan. The DoubleTree Hotel & Miami Airport Convention Center loan (the “DoubleTree Hotel & Miami Airport Convention Center Loan” or the “Loan”) is a $40.0 million ($119,760 per room) fixed rate loan secured by the Borrower’s fee simple interest in a 334-room, full-service hotel, 197,941 sq. ft. convention center and 23,152 sq. ft. of retail shops, located at 711 Northwest 72nd Avenue in Miami, Florida (the “DoubleTree Hotel & Miami Airport Convention Center Property” or the “Property”). The $40.0 million first mortgage loan has a 10-year term and amortizes on a 25-year schedule. The DoubleTree Hotel & Miami Airport Convention Center Loan accrues interest at a fixed rate equal to 4.5500%. Loan proceeds were used to pay closing costs of $961,947, fund upfront reserves totaling $397,229 and return equity to the sponsor of $38,640,823.

The DoubleTree Hotel & Miami Airport Convention Center Property is managed by AFP Management Corp., an affiliate of the Borrower. The company manages all hotels in the Sponsor’s portfolio. In addition, the Property is subject to a franchise agreement between DoubleTree Franchise LLC and the Borrower which was initially for a period of 10 years from the opening date on August 11, 2009, and expiring on August 31, 2019. The franchise agreement was extended on February 21, 2013 for an additional five years through August 31, 2024. Currently, the franchise fee per the agreement is 8% of Gross Rooms Revenue, which includes 4% for a Monthly Program Fee and 4% for a Monthly Royalty Fee. Starting September 1, 2017 through to the expiration of the agreement in August 31, 2024, the Monthly Royalty Fee will increase to 5% of Gross Rooms Revenue. Based on an “as-is” appraised value of $74.3 million as of January 9, 2013, the DoubleTree Hotel & Miami Airport Convention Center Loan has a cut-off date LTV is 53.7%. Based on the “as-stabilized” appraised value as of January 1, 2016 of $82.0 million, the cut-off date LTV is 48.7%.

The Borrower / Sponsor. AFP 103 Corp. (the “Borrower”) owns the fee simple interest in the DoubleTree Hotel & Miami Airport Convention Center Property. The Borrower is a single purpose, Nevada corporation, structured to be bankruptcy remote, with two independent directors in its organizational structure. The Borrower is owned by United Capital Corp. (the “Sponsor”). United Capital Corp. is the Sponsor and non-recourse carveout guarantor of the Loan.

711 Northwest 72nd Avenue

Miami, FL 33126

Collateral Asset Summary

DoubleTree Hotel & Miami Airport
Convention Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,933,253

53.7%

1.87x

14.0%

United Capital Corp. is a publicly traded company (OTC Pink: UCAP), which was founded in 1980. The Sponsor operates in three business segments: real estate investment and management, hotel operations, and engineered products. As of December 31, 2011, the Sponsor had ownership interests in 151 properties nationally, comprised of department stores, shopping centers, restaurants, office buildings and hotels primarily leased under long-term net leases. The Sponsor’s hotel operations, including the subject Property, total almost 1,500 rooms, and over 100,000 sq. ft. of meeting space, through a portfolio of six full-service hotels located in Connecticut, Florida, Georgia, New Hampshire and New York, as well as the Ocean Place Resort & Spa located, in Long Branch, New Jersey. These hotels operate under the DoubleTree by Hilton and Radisson brands or as independents. According to its September 30, 2012 quarterly report, stockholder’s equity was reported at $165 million, including approximately $45 million in liquid assets with $33.5 million of cash and $11.5 million of marketable securities. Additionally, the Sponsor entered into a $130 million revolving credit facility in August 2012 with seven banks.

The Property. The DoubleTree Hotel & Miami Airport Convention Center Property consists of a 299,821 sq. ft., 12-story hotel, built in 1985. It also includes a 197,941 sq. ft., 2-story convention center called the Miami Airport Convention Center, built in 1968 and renovated in 2012 and 23,152 sq. ft. of retail space known as the DoubleTree Plaza Shops. The total NRA of the Property is 520,914 sq. ft. The hotel features an open area atrium lobby incorporating the lobby lounge and bar, 20,000 sq. ft. of meeting space, banquet room, restaurants and pool access. It also features two full-service restaurants, “Impressions” and “Rioja Grille”. Also on-site is a three meal, casual dining option, Au Bon Pain, located in the center of the DoubleTree Plaza Shops. Overall, the Property has 1,931 on-site parking spaces.

The primary component of the DoubleTree Hotel & Miami Airport Convention Center Property is a full-service DoubleTree Hotel (the “Hotel”) franchised by Hilton Worldwide. The Hotel portion of the Property has undergone extensive renovation since acquisition in 2009 and currently contains 334 guest rooms, including 17 suites with 6 different layouts. Guestroom amenities include an alarm clock radio with MP3 connection, coffee maker, 37” HD LCD TVs with premium cable television channels, pay per view movies and in-room video games, 2-line speaker phone, and an in-room safe. The Sponsor has spent approximately $7.1 million in renovations since 2009.

The Property’s Miami Airport Convention Center (the “MACC”) is a 197,941 sq. ft. convention center, located at the intersection of two major expressways, the Dolphin and the Palmetto. It is situated adjacent to several corporate business parks including, Waterford Blue Lagoon Business Center, and is five minutes away from Miami International Airport. Waterford at Blue Lagoon is home to over 100 multinational companies, largely due to its location and ability to draw from Miami’s multilingual workforce. Business industries ranging from manufacturing, technology, transportation, healthcare, insurance, and finance have been residing in Waterford for over 20 years. Fortune 500 companies operating their Regional or Latin American Headquarters in Waterford include Avaya, Caterpillar, Estee Lauder Companies, FedEx, Hewlett-Packard, IBM, Procter & Gamble, and Whirlpool just to name a few. Other major tenants include Canon, Diageo, First Bank, Miami Children’s Hospital, Swatch Group, Toyota, and Turner Construction. The MACC features 49,000 sq. ft. of exhibition space, which is expandable to 107,000 sq. ft., and is capable of housing 485 booths. The MACC’s Social Function Ballroom, MACC East, is 29,000 sq. ft., and caters to events of up to 3,000 guests. The MACC features “state of the art” conference facilities with 16 break-out meeting rooms and two 8,000 sq. ft. Junior Ballrooms, each capable of accommodating seminars of up to 800 participants. MACC was renovated in 2012 with a new entrance, landscaping, HVAC and energy management system, wall finishes, ceiling treatments, lighting, flooring, restroom facilities, and audiovisual equipment. An additional escalator connecting MACC West with the second floor was installed enabling expansion for a single event to 78,000 sq. ft. and 485 booths. Renovations since 2009 total $12.8 million.

The Property includes 23,152 sq. ft. of retail space known as the DoubleTree Plaza Shops (the “Plaza Shops”). The Plaza Shops are not only a significant source of revenue for the hotel complex (approximately $1 million in lease revenues) but also act as an attraction for tourists especially from the Caribbean and South American region. As of January 1, 2013, the retail space is 95.0% occupied with 20 leased tenants, with 3 additional tenants occupying display units. The largest tenant occupying retail space is Terner Realty, Inc., with 9,154 sq. ft. in two spaces (combined 39.5% of total retail NRA) at a base rent of $42.86 per sq. ft. Terner Realty currently subleases space to 8 sub-tenants for a profit.

The Property is adjacent to the Miami International Merchandise Mart (the “Mart”), which is not part of the collateral. The Mart is a wholesale market selling a number of apparel, accessory, jewelry and gift showrooms. It is visited by over 10,000 professional buyers multiple times each year. The Mart, the DoubleTree Plaza Shops and the MACC are all accessible through the hotel lobby.

The Market. The DoubleTree Hotel & Miami Airport Convention Center Property is located within the Miami-Fort Lauderdale-Pompano Beach, FL MSA. The MSA represents a large population center, which, together with adjacent counties, has a higher degree of social integration.

711 Northwest 72nd Avenue

Miami, FL 33126

Collateral Asset Summary

DoubleTree Hotel & Miami Airport
Convention Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,933,253

53.7%

1.87x

14.0%

Miami is ranked as a global city for its importance in finance, commerce, media, entertainment, arts, and international trade. The city is home to many company headquarters and television studios, as well as the largest concentration of international banks in the United States, serving over 100 commercial banks, thrift institutions, foreign bank agencies, and hundreds of other financial management and brokerage service firms. Because of its proximity to Latin America, Miami serves as the headquarters of Latin American operations for companies such as United Parcel Service, FedEx Corporation, Discovery Networks Latin America, and Hewlett-Packard.

A major demand driver in the Miami market is domestic and international tourism. Prior to the most recent global economic downturn, the Miami MSA benefited from years of substantial growth in tourism because of enhanced marketing efforts by local authorities and continued resort and residential developments. The area’s favorable weather and the miles of beach in Miami Beach, Key Biscayne, Sunny Isles, Surfside, and Bal Harbour support the area’s popularity for subtropical tourism. The peak season for tourism in this area is from December to May, although the area attracts both domestic and international tourists year-round.

The Port of Miami is known for accommodating the largest volume of cruise ships in the world and is home to many cruise-line headquarters. The Port of Miami has historically been known as the “Cruise Capital of the World” and “Cargo Gateway of the Americas.” The Port of Miami is currently executing a 25-year master plan that will improve cargo and cruise ship areas, along with improved security and infrastructure. The Florida Department of Transportation, in partnership with MAT Concessionaire LLC, is currently developing a tunnel beneath the port’s primary waterway extending from Interstate 395 on Watson Island to the cruise terminal. This project will allow for seamless vehicular access to this area, as well as reduce traffic congestion in Downtown Miami. Construction on the project commenced in May of 2010, and tunneling began in November of 2011. The Port of Miami is conveniently located near Miami Beach, allowing visitors to extend their vacations to visit this popular destination.

The local economic indicators suggest that most of the residual effects of the recession may now be in the past. The recent lodging and tourism data suggest that in 2011 and in 2012, such activity has rebounded strongly to at-or-near peak levels. The area continues to expand its tourism attractions, and Miami remains one of the top-rated destinations in the country from both a domestic and international perspective. Construction at the Port of Miami and the continued growth of the residential and hospitality sectors will support the ongoing appeal of the market.

The greater market surrounding the Property offers 349 hotels and motels, spanning 42,018 rooms. Per the appraisal, several properties are considered primarily competitive with the subject property based on various factors including the occupancy, rate structure, market orientation, chain affiliation, location, facilities, amenities, reputation, and quality of each area hotel, as well as the comments of management representatives.

The competitive set per a travel research report dated December 2012, reflected an overall market occupancy level of 83.2% in 2012, which compares to 82.2% for 2011. Local employers and headquarter offices in the area, as well as the Miami International Airport, represent the primary sources of demand for this market. Additional demand in this market is derived from the area’s leisure attractions and demand generators such as pre- and post-cruise demand. Occupancy levels in this market have fluctuated within a relatively narrow range that has never fallen below 70%, with the lowest occupancy recorded at 70.9% in 2009 and the highest annual occupancy registered at 83.2% in 2012. The introduction of new supply within the competitive market area in 2008, which included the 189-room Hilton Garden Inn Miami Airport West and the 124-room Homewood Suites Miami Airport West, in addition to the impact of the recession, caused occupancy levels to decline, dipping to 70.9% in 2009. However, the market absorbed the new supply quickly and occupancy rebounded in 2010 to 80.8%. This trend continued through 2011 and 2012, with occupancy reaching a record-breaking high of 83.2% in 2012. The latest full year data for 2012 indicates that market wide occupancy levels have stabilized with a marginal increase in demand compared to 2011.

The competitive set per a travel research report reflected an overall market average rate level of $116.20 in 2012, which compares to $107.95 for 2011. Market wide average rate declined slightly in 2008 (0.6%), and then fell sharply in 2009 (11.6%), concurrent with the contraction of the national economy; however, average rates appear to have bottomed out in the low $100s in the fourth quarter of 2011. In 2012, average rates rebounded with an overall increase of 3.4%, indicating that rate recovery is underway as economic conditions strengthen and demand levels continue to rise. These occupancy and average rate trends resulted in a RevPAR level of $88.71 in 2011 and $96.72 in 2012.

711 Northwest 72nd Avenue

Miami, FL 33126

Collateral Asset Summary

DoubleTree Hotel & Miami Airport
Convention Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,933,253

53.7%

1.87x

14.0%

Cash Flow Analysis.

The following chart denotes the consolidated cash flows at the Property.

Cash Flow Analysis
	12/31/2010	12/31/2011	T-12 1/31/2013	U/W	U/W Per Room
Occupancy	68.2%	80.3%	83.1%	83.1%	83.1%
ADR	$84	$90	$102	$102	$102
RevPAR	$57	$72	$84	$84	$84
Room Revenue	$6,976,032	$8,814,670	$10,311,646	$10,283,472	$30,789
F&B Revenue (1)	4,320,173	5,624,441	6,897,515	6,878,669	20,595
Other Revenue (2)	1,745,217	1,891,649	1,951,551	1,901,500	5,693
Total Revenue	$13,041,422	$16,330,760	$19,160,712	$19,063,641	$57,077
Total Departmental Expenses (3)	4,624,908	5,805,920	6,589,435	6,571,431	19,675
Total Undistributed Expenses (4)	4,920,654	5,605,615	5,854,064	5,948,353	17,809
Gross Operating Profit	$3,495,860	$4,919,225	$6,717,213	$6,543,857	$19,592
Total Fixed Expenses (5)	793,237	444,988	595,277	933,449	2,795
Net Operating Income	$2,702,623	$4,474,237	$6,121,936	$5,610,408	$16,798
FF&E/Replacement Reserves (6)	0	0	0	602,204	1,803
Net Cash Flow	$2,702,623	$4,474,237	$6,121,936	$5,008,204	$14,995

(1)	F&B Revenue consists of food & beverage revenues attributable to the Hotel; and food & beverage revenue and other revenue attributable to the MACC.

(2)	Other Revenue consists of rental income, recoveries and other income attributable to the Plaza Shops portion; and telephone revenues and other departmental revenues attributable to the Hotel portion.

(3)	Total Departmental Expenses consist of room expense, food & beverage expense, telephone expense and other departmental expense attributable to the Hotel portion; and food & beverage expense attributable to the MACC portion of the Property.

(4)

Total Undistributed Expenses includes management fee, utilities, repairs and maintenance, general and administrative, sales and marketing and franchise fee. Management fee is assumed to be 3% of total revenues. Utilities, repairs and maintenance and general and administrative are segregated between the hotel, MACC and retail space based on NRA. Sales and marketing are separated between the Hotel and MACC based on revenue percentage. According to the Borrower, the retail portion does not incur any sales and marketing costs. Franchise fee is assumed to be 9% of room revenue.

(5)	Total Fixed Expenses includes real estate taxes and insurance. The real estate taxes and insurance was separated between the Hotel, MACC and Plaza Shops space based on square footage.

(6)	FF&E assumed to be 4% of hotel room revenue. Replacement Reserves UW to $0.15 per sq. ft. of MACC NRA of 152,000 sq. ft. and Plaza Shops NRA of 23,152 sq. ft.

711 Northwest 72nd Avenue

Miami, FL 33126

Collateral Asset Summary

DoubleTree Hotel & Miami Airport
Convention Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,933,253

53.7%

1.87x

14.0%

The Hotel. The Hotel generates the 65.1% of NCF at the Property. The following chart denotes the income generated from the Hotel portion.

Hotel Cash Flow Analysis
	T-12 1/31/2013	% Revenue	U/W	% Revenue	U/W Per Room

Occupancy	83.1%		83.1%
ADR	$102		$102
RevPAR	$84		$84

Rooms Revenue	$10,311,646	71.4%	$10,283,472	71.4%	$30,789
Food & Beverage Revenue	3,353,760	23.2%	3,334,915	23.2%	$9,985
Telephone Revenue	27,509	0.2%	27,434	0.2%	$82
Other Departments Revenue	754,522	5.2%	752,460	5.2%	$2,253
Total Dept. Revenues	$14,447,437	100.0%	$14,398,281	100.0%	$43,109
Total Dept. Expense	$5,975,140	41.4%	$5,957,136	41.4%	$17,836
Total Revenue	$8,472,298	58.6%	$8,441,145	58.6%	$25,273
Total Undistributed Expense (1)	$3,997,837	27.7%	$4,068,389	28.3%	$12,181
Total Fixed Expense (2)	$342,622	2.4%	$537,263	3.7%	$1,609
Net Operating Income	$4,131,839	28.6%	$3,835,494	26.6%	$11,484
FF&E (3)		0.0%	575,931	4.0%	$1,724
Net Cash Flow	$4,131,839	28.6%	$3,259,563	22.6%	$9,759

(1)

Total Undistributed Expense includes management fee, utilities, repairs and maintenance, general and administrative, sales and marketing and franchise fee. Management fee is assumed to be 3% of total revenues. Utilities, repairs and maintenance and general and administrative are segregated between the hotel, MACC and retail space based on NRA. Sales and marketing are separated between the hotel and MACC based on revenue percentage. According to the Borrower, the retail portion does not incur any sales and marketing costs. Franchise fee is assumed to be 9% of hotel room revenue.

(2)	Total Fixed Expense includes real estate taxes and insurance. The real estate taxes and insurance is separated between the hotel, MACC and retail space based on square footage.

(3)	FF&E assumed to be 4% of hotel room revenue.

The MACC. The MACC generates 17.0% of NCF at the Property. The following chart denotes the income generated from the MACC.

MACC Cash Flow Analysis
	T-12 1/31/2013	% Revenue	U/W	% Revenue	U/W PSF

Food & Beverage Revenue	$2,075,877	58.6%	$2,075,877	58.6%	$10.49
Other Revenue (1)	1,467,878	41.4%	1,467,878	41.4%	$7.42
Total Revenues	$3,543,754	100.0%	$3,543,754	100.0%	$17.90
Total Departmental Expense(2)	614,295	17.3%	614,295	17.3%	$3.10
Total Undistributed Expense (3)	1,682,025	47.5%	1,699,971	48.0%	$8.59
Total Fixed Expense (4)	$226,198	6.4%	$354,699	10.0%	$1.79
Net Operating Income	$1,021,236	28.8%	$874,788	24.7%	$4.42
Replacement Reserves (5)		0.0%	22,800	0.6%	$0.12
Net Cash Flow	$1,021,236	28.8%	$851,988	24.0%	$4.30

(1)	Other Revenues are included in Food & Beverage revenues in consolidated cash flows.

(2)	Total Departmental Expense includes food and beverage payroll and other related expense.

(3)

Total Undistributed Expense includes management fee, utilities, repairs and maintenance, general and administrative, and sales and marketing. Management fee was assumed to be 3% of total revenues. Utilities, repairs and maintenance and general and administrative was segregated between the hotel, MACC and retail space based on NRA. Sales and marketing was separated between the hotel and MACC based on revenue percentage. According to the Borrower, the retail portion does not incur any sales and marketing costs.

(4)	Total Fixed Expense includes real estate taxes and insurance. The real estate taxes and insurance was separated between the hotel, MACC and retail space based on square footage.

(5)	Replacement Reserves UW to $0.15 per sq. ft. of MACC NRA of 152,000 sq. ft.

711 Northwest 72nd Avenue

Miami, FL 33126

Collateral Asset Summary

DoubleTree Hotel & Miami Airport
Convention Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,933,253

53.7%

1.87x

14.0%

The Plaza Shops. The Plaza Shops generate 17.9% of NCF at the Property. The following chart denotes the income generated from the Plaza Shops.

Retail Cash Flow Analysis
	T-12 1/31/2013	% Revenue	U/W	% Revenue	U/W PSF

Rental Income	NAV		1,068,044	95.2%	$46.13
Recoveries	NAV		50,562	4.5%	$2.18
Other Income	NAV		3,000	0.3%	$0.13
Total Revenues (1)	$1,169,520	100.0%	$1,121,606	100.0%	$48.45
Total Undistributed Expense (2)	$174,202	14.9%	$179,993	16.0%	$7.77
Total Fixed Expense (3)	$26,457	2.3%	$41,487	3.7%	$0.90
Net Operating Income	$968,861	82.8%	$900,126	80.3%	$38.88
Replacement Reserves (4)		0.0%	3,473	0.3%	$0.15
Net Cash Flow	$968,861	82.8%	$896,653	79.9%	$38.73

(1)	All retail revenues are combined in Other Revenue in the consolidated cash flows.

(2)

Total Undistributed Expense includes management fee, utilities, repairs and maintenance, and general and administrative. Management fee was assumed to be 3% of total revenues. Utilities, repairs and maintenance and general and administrative was segregated between the Hotel, MACC and retail space based on NRA. According to the Borrower, the retail portion does not incur any sales and marketing costs.

(3)	Total Fixed Expense includes real estate taxes and insurance. The real estate taxes and insurance was separated between the Hotel, MACC and retail space based on square footage.

(4)	Replacement Reserves UW to $0.15 per sq. ft. of Plaza Shops NRA of 23,152 sq. ft.

Property Management. The DoubleTree Hotel & Miami Airport Convention Center Property is managed by AFP Management Corp., an affiliate of the Borrower.

Lockbox / Cash Management. The DoubleTree Hotel & Miami Airport Convention Center Loan is structured with a hard lockbox and springing cash management. All excess cash will be swept under a lender controlled account upon the occurrence of one or more of the following events: (i) an event of default, (ii) bankruptcy action of Borrower, guarantor or manager, or (iii) the DSCR falling below 1.25x.

Initial Reserves. At closing, Borrower deposited (i) $32,562 into a tax reserve account, (ii) $255,277 into an insurance reserve account, and (iii) $109,390 into a 2012 Tax Contest Funds account in connection with Borrower’s contest of taxes for the 2012 calendar year (the “2012 Tax Contest”). The balance in the 2012 Tax Contest Funds account less any amounts required to be paid in connection with the resolution of the 2012 Tax Contest will be released to the Borrower following resolution of the 2012 Tax Contest.

Ongoing Reserves. On a monthly basis, the Borrower is required to deposit reserves of (i) $32,562 into a tax reserve account, (ii) $56,098 into an insurance reserve account, (iii) $2,189 into a replacement reserve account relating to the Convention Center and Plaza Shops portion, subject to a cap of $0.60 per sq. ft., or $105,091, and (iv) the greater of $47,994 or 1/12 of 4% of gross income from the Hotel portion into an FF&E reserve account.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None Permitted.

711 Northwest 72nd Avenue

Miami, FL 33126

Collateral Asset Summary

DoubleTree Hotel & Miami Airport
Convention Center

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,933,253

53.7%

1.87x

14.0%

Various, FL

Collateral Asset Summary

Luckey’s Management Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$35,163,279

58.4%

1.74x

14.1%


Mortgage Loan Information			Property Information
Loan Seller:	Natixis		Single Asset / Portfolio:	Portfolio
Loan Purpose:	Refinance		Property Type(2):	Hospitality
Sponsor:	Luckey’s Management		Collateral:	Fee Simple
Borrowers:	FLL Hotels, Inc.		Location(3):	Various, Florida
	MPC Hotels, Inc.		Year Built / Renovated(3):	Various / NAP
	84 Investments, Inc.		Number of Rooms(3):	341
Original Balance:	$35,500,000		Property Management:	Luckey’s Management, Inc.
Cut-off Date Balance:	$35,163,279		Underwritten NOI:	$4,953,125
% by Initial UPB:	TBD		Underwritten NCF:	$4,456,866
Interest Rate:	5.2700%		Appraised Value(3):	$60,200,000
Payment Date:	5th of each month		Appraisal Date(3):	Various
First Payment Date:	November 5, 2012
Maturity Date:	October 5, 2022		Historical NOI
Amortization:	300 months		Most Recent NOI:	$4,968,195 (T-12 January 31, 2013)
Additional Debt:	None		2nd Most Recent NOI(4):	$3,853,027 (December 31, 2011)
Call Protection:	L(30), D(87), O(3)		3rd Most Recent NOI(4):	$2,356,233 (December 31, 2010)
Lockbox / Cash Management:	Hard / Springing
			Historical Occupancy
Reserves(1)			Most Recent Occupancy:	78.7% (January 31, 2013)
	Initial	Monthly	2nd Most Recent Occupancy(4):	74.0% (December 31, 2011)
Taxes:	$581,797	$48,483	3rd Most Recent Occupancy(4):	58.1% (December 31, 2010)
Insurance:	$150,578	$39,288	(1) See “Initial Reserves” and “Ongoing Reserves” herein. (2) The Luckey’s Management Portfolio Properties consist of one full service hotel, one limited service hotel and one extended stay hotel. (3) See the Property Summary chart herein. (4) The Crowne Plaza Fort Lauderdale Airport and the Hampton Inn & Suites Fort Lauderdale / Miramar hotels opened in January 2010 and September 2009, respectively.
FF&E:	$0	$39,304

Financial Information
Cut-off Date Balance / Room:		$103,118
Balloon Balance / Room:		$78,591
Cut-off Date LTV:		58.4%
Balloon LTV:		44.5%
Underwritten NOI DSCR:		1.94x
Underwritten NCF DSCR:		1.74x
Underwritten NOI Debt Yield:		14.1%
Underwritten NCF Debt Yield:		12.7%

Various, FL

Collateral Asset Summary

Luckey’s Management Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$35,163,279

58.4%

1.74x

14.1%

Property Summary
Property Name	Location	Borrower	Rooms	Year Built / Renovated	Allocated Loan Amount	Appraised Value(1)	01/31/2013 Occupancy
Crowne Plaza Fort Lauderdale Airport	Fort Lauderdale, FL	FLL Hotels, Inc.	148	2010 / NAP	$15,500,000	$27,600,000	71.9%
Hampton Inn & Suites Fort Lauderdale / Miramar	Miramar, FL	MPC Hotels, Inc.	122	2009 / NAP	13,350,000	22,000,000	83.5%
Candlewood Suites Fort Lauderdale Air Seaport	Fort Lauderdale, FL	84 Investments, Inc.	71	2007 / NAP	6,650,000	10,600,000	84.5%
Total / Wtd. Avg.:			341		$35,500,000	$60,200,000	78.7%

(1)	As of July 19, 2012 for Crowne Plaza Fort Lauderdale Airport and Candlewood Suites Fort Lauderdale Air Seaport and as of July 18, 2012 for Hampton Inn & Suites Fort Lauderdale / Miramar.

The Loan. The Luckey’s Management Portfolio loan is a $35.5 million ($104,106 per room) fixed rate loan (“Luckey’s Management Portfolio Loan” or “Loan”) secured by three hotel properties with a total of 341 rooms located in Fort Lauderdale and Miramar, Florida (each a “Property” and together the “Luckey’s Management Portfolio Properties” or “Portfolio”) as detailed in the Property Summary table above. The Luckey’s Management Portfolio Loan has a cut-off date balance of $35,163,279 ($103,118 per room) and has a 10-year term which amortizes on a 25-year schedule. The Luckey’s Management Portfolio Loan accrues interest at a fixed rate equal to 5.2700%.

Loan proceeds were used to refinance existing debt of approximately $33.8 million, pay closing costs of $810,024, fund reserves of $732,375 and return equity to the sponsor of approximately $104,771. At the time of loan closing, the Sponsor still had approximately $9.5 million of cash equity in the deal. Based on the appraised value of $60.2 million ($176,540 per room), the cut-off date LTV is 58.4%.

The Luckey’s Management Portfolio Properties were developed by a borrowers’ affiliate between 2007 and 2010 at an approximate cost of $44.7 million ($131,179 per room). Since completion, the Sponsor spent $201,354 in capital expenditure at the Luckey’s Management Portfolio Properties.

The Borrower / Sponsor. The borrowers are three Florida-based bankruptcy remote entities (FLL Hotels, Inc., MPC Hotels, Inc. and 84 Investments, Inc.). Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Loan. The non-recourse carve-out guarantors are Sanjaykumar Patel and Sadhanaben Patel. Luckey’s Management (the “Sponsor”) is an experienced, privately held hotel development and management company headquartered in Fort Lauderdale, Florida. The company was founded in 1991 by Sanjaykumar Patel and Sadhanaben Patel with the purchase and renovation of the one-story, 15-room Luckey’s Motel in Dania Beach, Florida. The company currently owns and operates six properties in their Florida-based portfolio with a seventh hotel currently in development. Excluding the seventh (opening in 2013), the portfolio consists of 572 rooms and includes flags such as International Hotel Group, Hilton and Best Western International brand affiliations.

Various, FL

Collateral Asset Summary

Luckey’s Management Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$35,163,279

58.4%

1.74x

14.1%

The Properties

Crowne Plaza Fort Lauderdale Airport (43.7% of the Luckey’s Management Portfolio Loan, based on Allocated Loan Amount)

Property Information. The Crowne Plaza Fort Lauderdale Airport property is an eleven-story, 148-room full service hotel with 157 parking spaces in Fort Lauderdale, Florida. The Sponsor built the Property in 2010 at a cost of approximately $24.9 million and spent $25,444 on equipment for the meeting space and general minor repairs since completion. The hotel is the only new full service hotel to open in its competitive set since 2001. Amenities at the hotel include approximately 2,960 sq. ft. of meeting space, Kiki’s 50-seat restaurant and lounge, an outdoor pool, an exercise room, a business center, a convenience store, vending areas and an outdoor courtyard. The Property currently operates under a franchise license agreement that expires in January 2030.

The Property is located near the Fort Lauderdale Hollywood International Airport and Port Everglades. Port Everglades is one of the busiest cruise ports in the world, with 17 cruise lines servicing the port, generally handling in excess of three million passengers annually. The dominant users who account for the largest share of room nights at the hotel are vacationers staying at the subject between their arrival/departure flights and their cruise ship arrival/departure, and corporate guests from operators of the airline, cruise and cargo lines. Port Everglades is expanding with the addition of five new ship berths and the widening of the Port’s ship channels, which is expected to be complete in 2017. This expansion is expected to create approximately 8,000 temporary jobs during construction and 7,000 permanent jobs following its completion. The facility is also bringing freight rail into the Port with the Intermodal Container Transfer Facility (ICTF) that broke ground in July 2011 and is expected to be complete by July 2014.

The Market. The Property is located along Florida State Road 84 in the city of Fort Lauderdale, Broward County, Florida. The Property is served by the Fort Lauderdale Hollywood International Airport, which is approximately one mile to the south of the subject site. The Property’s neighborhood is characterized by restaurants, office buildings, hotels, gas stations, a large seaport and retail shopping centers along the primary thoroughfares, with residential areas located along the secondary roadways. Major growth in the neighborhood includes the expansion of Port Everglades expected to be completed in 2017. Specific nearby retailers include Walgreens, 7 Eleven, Stop & Shop, Winn-Dixie, high-end car dealerships including Mercedez Benz and more. Local restaurants include Outback Steakhouse, Burger King and Pizza Hut, among others. Major demand generators in addition to Fort Lauderdale-Hollywood International Airport and Port Everglades cruise terminal include Broward County Convention Center, Broward County Center for the Performing Arts and the Sun Life Stadium. The hotel is also near a variety of local attractions including seven miles of beaches, Shops of Las Olas, the Jungle Queen Riverboat, the Seminole Hard Rock Casino, the Gulfstream Park and Butterfly World.

Operating Performance.

Historical Occupancy, ADR, and RevPAR(1)
Crowne Plaza Fort Lauderdale Airport	2010(2)	2011	2012
Occupancy	48.7%	70.8%	71.4%
ADR	$99.89	$104.10	$114.47
RevPAR	$48.60	$73.68	$81.72
Competitive Set(3)	2010(2)	2011	2012
Occupancy	72.3%	78.4%	81.5%
ADR	$118.18	$110.21	$112.08
RevPAR	$85.41	$86.42	$91.39
Penetration	2010(2)	2011	2012
Occupancy	67.3%	90.3%	87.6%
ADR	84.5%	94.5%	102.1%
RevPAR	56.9%	85.3%	89.4%

(1)	Source: Travel Research Report.
(2)	The Crowne Plaza Fort Lauderdale Airport property opened in January 2010.
(3)	Competitive Set includes: Hilton Fort Lauderdale Airport, Sheraton Hotel Fort Lauderdale Airport, Embassy Suites Fort Lauderdale 17th Street, Holiday Inn Ft Lauderdale Hollywood Airport, Renaissance Fort Lauderdale Cruise Port Hotel, Hilton Garden Inn Ft Lauderdale Hollywood Airport and Courtyard Fort Lauderdale Airport & Cruise Port.

Various, FL

Collateral Asset Summary

Luckey’s Management Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$35,163,279

58.4%

1.74x

14.1%

Primary Competitive Set(1)(2)
Property	Rooms	Commercial	Meeting & Group	Leisure	Occupancy	ADR	RevPAR
Crowne Plaza Fort Lauderdale Airport	148	40%	20%	40%	70.8%	$104.11	$73.68
Embassy Suites Fort Lauderdale 17th Street	361	20%	20%	60%	79.0%	$135.00	$106.65
Renaissance Fort Lauderdale Cruise Port Hotel	236	30%	20%	50%	90.0%	$112.00	$100.80
Sheraton Fort Lauderdale Airport & Cruise Port Hotel	250	30%	15%	55%	83.0%	$96.00	$79.68
Total/Wtd. Avg.	995	28%	19%	54%	81.4%	$114.98	$93.58

(1)	Source: Appraisal.

(2)	Estimated 2011 performance.

Various, FL

Collateral Asset Summary

Luckey’s Management Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$35,163,279

58.4%

1.74x

14.1%

Hampton Inn & Suites Fort Lauderdale / Miramar (37.6% of the Luckey’s Management Portfolio Loan, based on Allocated Loan Amount)

Property Information. The Hampton Inn & Suites Fort Lauderdale / Miramar property is a five-story, 122-room limited service hotel with 126 parking spaces in Miramar, Florida. The Sponsor built the Property in 2009 at a cost of approximately $13.7 million and spent $76,490 upgrading all guestrooms with refrigerators and microwaves in May 2012. The Property is the only hotel within the Miramar Park of Commerce, a 422-acre office, laboratory, pharmacy, education, light manufacturing and distribution space complex. Major businesses in this complex include American Express, Spirit Airlines and Le Cordon Bleu College of Culinary Arts, among others. Amenities at the hotel include 1,200 square feet of meeting space, a fitness room, a breakfast area, an outdoor pool and patio area, a convenience store, and a guest laundry room. The Property operates under a franchise license agreement which expires in October 2028.

The Hampton Inn & Suites Fort Lauderdale / Miramar also benefits from its position as the newest property in the market. The Property opened just prior to municipal action restricting new hotel development in the area. The municipality of Miramar is prohibiting any new hotel developments with less than 250 rooms. As a result, no new hotels are planned for the area. Any potential new hotel in the area will face a significant increase in cost per room to build the convention center. Furthermore, a new hotel with a convention center, if ever built, would likely increase demand at the Property as well.

The Market. The Property is located along Florida State Road 821 and is served by both the Miami International Airport and Fort Lauderdale Hollywood International Airport; the Property is 12 miles away from each airport. The Property’s neighborhood is characterized by restaurants, office buildings, hotels, gas stations, a large seaport and retail shopping centers along the primary thoroughfares, with residential areas located along the secondary roadways. Nearby retailers include Kohl’s, CVS Pharmacy and Walgreens; the area includes local restaurants as well as IHOP, Subway and McDonald’s, among others. Major changes in this neighborhood include the development of a new campus for the Broward Community College and the development of a new building to house the FBI South Florida Headquarters that is expected to employ 800 to 1,000 people; these developments are located on 145th Street south of Pembroke Road about two miles from the subject property. Several other new office buildings and multi-family residential properties are under development, including the addition of 500 units at the Miramar Town Center and 349 units across Red Road from the subject property.

Operating Performance.

Historical Occupancy, ADR, and RevPAR(1)
Hampton Inn & Suites Fort Lauderdale / Miramar	2010(2)	2011	2012
Occupancy	57.5%	72.1%	82.3%
ADR	$110.57	$108.51	$113.44
RevPAR	$63.54	$78.28	$93.36
Competitive Set(3)	2010(2)	2011	2012
Occupancy	61.6%	68.4%	70.2%
ADR	$106.36	$105.61	$108.07
RevPAR	$65.55	$72.21	$75.89
Penetration	2010(2)	2011	2012
Occupancy	93.2%	105.5%	117.2%
ADR	104.0%	102.7%	105.0%
RevPAR	96.9%	108.4%	123.0%

(1)	Source: Travel Research Report.
(2)	The Hampton Inn & Suites Fort Lauderdale / Miramar property opened in September 2009.
(3)	Competitive Set includes: Hampton Inn Fort Lauderdale West, Wingate By Wyndham Miramar, Hilton Garden Inn Fort Lauderdale SW Miramar, Courtyard Fort Lauderdale SW Miramar and Residence Inn Fort Lauderdale SW Miramar.

Various, FL

Collateral Asset Summary

Luckey’s Management Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$35,163,279

58.4%

1.74x

14.1%

Primary Competitive Set(1)(2)
Property	Rooms	Commercial	Meeting & Group	Leisure	Occupancy	ADR	RevPAR
Hampton Inn & Suites Fort Lauderdale / Miramar	122	60%	5%	35%	71.9%	$108.88	$78.28
Courtyard Fort Lauderdale Southwest Miramar	128	60%	5%	35%	69.0%	$112.00	$77.28
Hilton Garden Inn Fort Lauderdale Southwest Miramar	149	60%	5%	35%	68.0%	$112.00	$76.16
Total/Wtd. Avg.	399	60%	5%	35%	69.5%	$111.02	$77.17

(1)	Source: Appraisal.

(2)	Estimated 2011 performance.

Various, FL

Collateral Asset Summary

Luckey’s Management Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$35,163,279

58.4%

1.74x

14.1%

Candlewood Suites Fort Lauderdale Air Seaport (18.7% of the Luckey’s Management Portfolio Loan, based on Allocated Loan Amount)

Property Information. The Candlewood Suites Fort Lauderdale Air Seaport property is a five-story 71-room extended stay hotel with 71 parking spaces in Fort Lauderdale, Florida, about 1.1 miles west of the Crowne Plaza Fort Lauderdale Airport. The Sponsor built the Property in 2007 at a cost of approximately $6.1 million and spent $99,421 upgrading 78 televisions and guestroom chairs since completion. The Property is one of a few extended stay hotels serving the local area. The hotel offers spacious guestrooms and suites, which feature cable television, a work desk with chair, high-speed internet access, a coffee maker, a microwave oven and a refrigerator. Amenities at the hotel include a fitness center, a business center and barbeque grills. The Property operates under a franchise license agreement which expires in April 2017.

The Property is located at the entrance of both the Fort Lauderdale Hollywood International Airport and Port Everglades. Port Everglades is one of the busiest cruise ports in the world, with 17 cruise lines servicing the port, generally handling in excess of three million passengers annually. Given the hotel’s proximity to Fort Lauderdale-Hollywood International Airport and Port Everglades cruise ship terminal, the Candlewood Suites Fort Lauderdale Air Seaport benefits from the same demand generators as the Crowne Plaza Fort Lauderdale Airport. However, in contrast with the Crowne Plaza Fort Lauderdale Airport, which caters to users of the local demand generators, the Candlewood Suites Fort Lauderdale Air Seaport Property caters to guests servicing the demand generators. Typical guests of the hotel are technicians or engineers traveling to Fort Lauderdale to service yachts at the marina, cargo and passenger ships/cruises and airplanes as well as training teams for the employees located at each of those facilities. The hotel has a high mix of extended stay guests with 40.0% of stays of 15+ nights, 40.0% of stays between seven through 14 nights and 30.0% transient business. The top accounts at the subject are all associated with companies servicing the airport, cruise port, cargo port or marina. Among the top accounts are CKS Packaging, Mountain Air Cargo and other companies generally involved in the rehab and servicing of infrastructure.

The Market. The Property is located along Florida State Road 84 in the city of Fort Lauderdale, Broward County, Florida. The Property is served by the Fort Lauderdale Hollywood International Airport, which is approximately one mile to the south of the subject site. The Property’s neighborhood is characterized by restaurants, office buildings, hotels, gas stations, a large seaport and retail shopping centers along the primary thoroughfares, with residential areas located along the secondary roadways. Major growth in the neighborhood includes the expansion of Port Everglades expected to be completed in 2017. Specific nearby retailers include Walgreens, 7 Eleven, Stop & Shop, Winn-Dixie, high-end car dealerships including Mercedes Benz and more. Local restaurants include Outback Steakhouse, Burger King and Pizza Hut, among others. Major demand generators in addition to Fort Lauderdale-Hollywood International Airport and Port Everglades cruise terminal include Broward County Convention Center, Broward County Center for the Performing Arts and the Sun Life Stadium. The hotel is also near a variety of local attractions including seven miles of beaches, Shops of Las Olas, the Jungle Queen Riverboat, the Seminole Hard Rock Casino, the Gulfstream Park and Butterfly World.

Operating Performance.

Historical Occupancy, ADR, and RevPAR(1)
Candlewood Suites Fort Lauderdale Air Seaport	2010	2011	2012
Occupancy	78.8%	83.9%	83.2%
ADR	$82.06	$82.83	$92.12
RevPAR	$64.63	$69.52	$76.64
Competitive Set(2)	2010	2011	2012
Occupancy	72.5%	75.4%	79.4%
ADR	$69.43	$90.64	$92.63
RevPAR	$50.32	$68.35	$73.57
Penetration	2010	2011	2012
Occupancy	108.7%	111.3%	104.7%
ADR	118.2%	91.4%	99.5%
RevPAR	128.4%	101.7%	104.2%

(1)	Source: Travel Research Report.
(2)	Competitive Set includes: Extended Stay Deluxe Fort Lauderdale Cypress Creek, Extended Stay America Fort Lauderdale Cruiseport Airport, TownePlace Suites Fort Lauderdale West, Staybridge Suites Fort Lauderdale Plantation, Hyatt House Fort Lauderdale Airport South and Homewood Suites Fort Lauderdale Airport.

Various, FL

Collateral Asset Summary

Luckey’s Management Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$35,163,279

58.4%

1.74x

14.1%

Primary Competitive Set(1)(2)
Property	Rooms	Commercial	Meeting & Group	Leisure	Occupancy	ADR	RevPAR
Candlewood Suites Fort Lauderdale Air Seaport	71	55%	5%	40%	83.9%	$82.75	$69.46
Homewood Suites Fort Lauderdale Airport Cruise Port	124	60%	10%	30%	80.0%	$114.00	$91.20
Hyatt House Fort Lauderdale Airport & Cruise Port	143	60%	10%	30%	84.0%	$99.25	$82.87
Total/Wtd. Avg.	338	59%	9%	32%	82.3%	$100.98	$83.11

(1)	Source: Appraisal.

(2)	Estimated 2011 performance.

Various, FL

Collateral Asset Summary

Luckey’s Management Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$35,163,279

58.4%

1.74x

14.1%

Cash Flow Analysis.

Portfolio Cash Flow Analysis
	12/31/2010(1)	12/31/2011	T-12 1/31/2013	U/W	U/W Per Room
Occupancy	58.1%	73.7%	78.7%	78.7%
ADR	$98.67	$100.54	$109.72	$109.72
RevPAR	$57.33	$74.14	$86.31	$86.31
Room Revenue	$6,906,755	$9,227,752	$10,771,688	$10,742,257	$31,502
Food & Beverage Revenue	548,156	1,148,507	1,203,240	1,199,952	3,519
Other Revenues(2)	125,927	319,093	464,281	464,281	1,362
Total Dept. Revenues	$7,580,838	$10,695,352	$12,439,209	$12,406,491	$36,383
Total Dept. Expenses	2,190,979	3,045,140	3,229,861	3,221,036	9,446
Total Dept. Profit	$5,389,859	$7,650,212	$9,209,348	$9,185,454	$26,937
Total Undistributed Expenses	2,405,354	2,986,565	3,287,361	3,278,537	9,614
Total Fixed Charges	628,272	810,620	953,792	953,792	2,797
Net Operating Income	$2,356,233	$3,853,027	$4,968,195	$4,953,125	$14,525
FF&E(3)	-	49,784	18,330	496,260	1,455
Net Cash Flow	$2,356,233	$3,803,243	$4,949,865	$4,456,866	$13,070

(1)	The Crowne Plaza Fort Lauderdale Airport and the Hampton Inn & Suites Fort Lauderdale / Miramar hotels opened in January 2010 and September 2009, respectively.

(2)	Other Revenues include telephone revenue and other departmental revenue.

(3)	U/W FF&E represents 4.0% of Total Dept. Revenues.

Property Management. Each of the Luckey’s Management Portfolio Properties is currently managed by Luckey’s Management, Inc., pursuant to a management agreement. The lender may require the borrower to replace the property manager if there is a material default by the property manager under the management agreement, the filing of a bankruptcy petition or a similar event with respect to the property manager or if the borrower fails to maintain a DSCR of at least 1.10x and the borrower is unable to prove that such a drop in DSCR is due to a decline in prevailing market conditions as described in loan agreement.

Lockbox / Cash Management. The Luckey’s Management Portfolio Loan is structured with a hard lockbox and springing cash management. The Luckey’s Management Portfolio Loan requires all revenue and credit card receipts payable with respect to the Luckey’s Management Portfolio Properties be deposited directly into each respective lockbox account; provided, however, that with respect to the cash and check receipts at each hotel, as distinguished from credit card receipts, the borrower is required to deposit such cash and check receipts into the applicable lockbox. Following the commencement of any Cash Management Period (excluding a Cash Management Period triggered by a PIP Cash Management Trigger, in which case a Cash Management Period will apply to applicable individual Luckey’s Management Portfolio Property only), funds deposited into the clearing account are required to be swept by the clearing bank into a lender controlled deposit account, where the funds are required to be disbursed in accordance with the loan agreement. Upon a Cash Management Period, excess cash flow is deposited to a cash collateral account.

A “Cash Management Period” will commence upon: (i) the occurrence of an event of default under the Luckey’s Management Portfolio Loan; (ii) the failure by the borrower, after the end of a calendar quarter, to maintain the DSCR of at least 1.20x, based on the trailing twelve month period immediately preceding the date of determination; or (iii) one year prior to the expiration of any individual property’s franchise agreement, excess cash flow is deposited to a separate subaccount in contemplation of property improvement plan (“PIP”) requirements of a new replacement franchise agreement unless lender determines that allocated FF&E for the property already covers these contemplated amounts (a “PIP Cash Management Trigger”) (provided, that the Cash Management Period triggered by a PIP Cash Management Trigger will only apply to the applicable individual property. A cash management period will end upon the first to occur of (i) the loan being repaid in full or (ii) for a period of six consecutive months since the commencement of the then-existing Cash Management Period (A) no new monetary or material non-monetary default or event of default under the Luckey’s Management Portfolio Loan has occurred and is continuing, and (B) the achievement of a DSCR of at least 1.25x for six consecutive months based upon the trailing twelve month period immediately preceding the date of determination or (C) in the case of a PIP Cash Management Trigger only, (1) no event of default has occurred and is continuing, and (2) the deposits from excess cash flows are sufficient to cover the PIP shortfall.

A “Property-specific Cash Management Period” shall commence on the payment date twelve months prior to the termination date of any franchise agreement until such swept cash flow is sufficient to address expected PIP, as determined by the lender, that would be expected to be required under a new franchise agreement. However, such Property-specific Cash Management Period shall not be triggered (or if already triggered, collected funds will be released) if the borrower delivers evidence reasonably acceptable to the lender that the applicable franchise agreement has been extended, renewed, or replaced without the requirement of a PIP. Furthermore, a

Various, FL

Collateral Asset Summary

Luckey’s Management Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$35,163,279

58.4%

1.74x

14.1%

Property-specific Cash Management Period shall not be triggered if the lender determines that sufficient amounts are already on deposit in the FF&E reserve for such property.

Initial Reserves. At closing, the Borrower deposited (i) $581,797 into a tax reserve account and (ii) $150,578 into an insurance reserve account.

Ongoing Reserves. On a monthly basis, the borrower is required to fund the following reserves with respect to the Luckey’s Management Portfolio Loan: (i) a tax reserve in an amount equal to one-twelfth of the amount that the lender estimates will be necessary to pay taxes over the then succeeding twelve month period; (ii) an insurance reserve in an amount equal to one-twelfth of the amount that the lender estimates will be necessary to pay insurance premiums over the then succeeding twelve month period; and (iii) a reserve for furniture, fixtures and equipment (the “FF&E Reserve”) in an amount equal to $39,304 for the first year and one-twelfth of 4.0% of the annual gross revenues for each individual Luckey’s Management Portfolio Property for the immediately preceding calendar year thereafter.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None Permitted.

Partial Release / Defeasance. Provided no event of default is then continuing under the Luckey’s Management Portfolio Loan, the borrower has the right at any time after the lock out expiration period, upon 30 days prior written notice to lender (or such shorter period of time as may be permitted by lender in its sole discretion), to release one or more of the Luckey’s Management Portfolio Properties from the liens of the loan documents, subject to the satisfaction of certain conditions set forth in the loan documents, including among others: (i) prepayment in an amount equal to the greater of (a) 115.0% of the allocated loan amount with respect to such individual Luckey’s Management Portfolio Property and (b) 100.0% of the net sales proceeds applicable to such individual Luckey’s Management Portfolio Property, (ii) after giving effect to the release, the DSCR (as calculated under the loan agreement) for the remaining Luckey’s Management Portfolio Properties is not less than the DSCR immediately prior to such partial release, (iii) after giving effect to the release, the loan-to-value (as calculated under the loan agreement) for the remaining Luckey’s Management Portfolio Properties is no greater than it was immediately prior to such partial release, (iv) after giving effect to the release, the debt yield (as calculated under the loan agreement) for the remaining Luckey’s Management Portfolio Properties is not less than it was immediately prior to such partial release and (v) delivery of rating agency confirmation.

Various, FL

Collateral Asset Summary

Luckey’s Management Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$35,163,279

58.4%

1.74x

14.1%

(THIS PAGE INTENTIONALLY LEFT BLANK)

94 -110 Court Street &

42 Schermerhorn Street
Brooklyn, NY 11201

Collateral Asset Summary

The Heights

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$31,942,591

65.6%

1.39x

9.4%

Mortgage Loan Information			Property Information
Loan Seller:	Barclays Bank PLC		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance		Property Type:	Retail - Anchored
Sponsor:	Forest City Enterprises, Inc.		Collateral:	Leasehold
Borrower:	FC Court Street Associates, LLC		Location:	Brooklyn, NY
Original Balance:	$32,000,000		Year Built / Renovated:	1999 / NAP
Cut-off Date Balance:	$31,942,591		Total Sq. Ft.:	102,177
% by Initial UPB:	TBD		Property Management:	First New York Partners
Interest Rate:	4.1300%			Management
Payment Date:	6th of each month		Underwritten NOI:	$3,004,508
First Payment Date:	April 6, 2013		Underwritten NCF:	$2,864,173
Maturity Date:	March 6, 2023		Appraisal Value:	$48,700,000
Amortization	300 months		Appraisal Date:	January 17, 2013
Additional Debt:	None
Call Protection:	L(25), D(91), O(4)		Historical NOI
Lockbox / Cash Management:	Hard / Springing		Most Recent NOI:	$3,334,546 (December 31, 2012)
			2nd Most Recent NOI:	$3,263,546 (T-12 January 31, 2012)
Reserves(1)			3rd Most Recent NOI:	$3,413,133 (T-12 January 31, 2011)
	Initial	Monthly
Taxes:	$145,181	$48,393	Historical Occupancy
Insurance:	$0	Springing	Most Recent Occupancy:	100.0% (December 28, 2012)
Rollover:	$500,000	Springing	2nd Most Recent Occupancy:	100.0% (December 31, 2011)
Ground Rent Reserve:	$52,281	Springing	3rd Most Recent Occupancy:	100.0% (December 31, 2010)
			(1) See “Initial Reserves” and “Ongoing Reserves” herein.
Financial Information
Cut-off Date Balance / Sq. Ft.:	$313
Balloon Balance / Sq. Ft.:	$227
Cut-off Date LTV:	65.6%
Balloon LTV:	47.5%
Underwritten NOI DSCR:	1.46x
Underwritten NCF DSCR:	1.39x
Underwritten NOI Debt Yield:	9.4%
Underwritten NCF Debt Yield:	9.0%

94 -110 Court Street &

42 Schermerhorn Street
Brooklyn, NY 11201

Collateral Asset Summary

The Heights

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$31,942,591

65.6%

1.39x

9.4%

Tenant Summary
Tenant	Ratings (Fitch/Moody’s/S&P)	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area	U/W Annual Base Rent Per Sq. Ft.	% of U/W Base Rent	Lease Expiration	2012 Total Sales (000s)	Sales Per Sq. Ft.(1)	Occupancy Cost (% of Sales)
Barnes & Noble(2)	NR/NR/NR	22,167	21.7%	$32.74	19.0%	7/31/2015	$8,823	$398	10.5%
United Artists Theatres(3)	NR/NR/NR	80,010	78.3	$38.60	81.0	7/4/2016	$15,134	$1,261,184(4)	25.8
Total / Wtd. Avg.		102,177	100.0%	$37.33	100.0%		$23,957		20.2%

(1)	Sales Per Sq. Ft. based on tenant reported year-end 2012 sales.

(2)	Barnes & Noble has three, five-year extension options. National average sales for Barnes & Noble were $237 per sq. ft.

(3)	United Artists Theatres exercised their first extension option and has five, five-year extension options remaining. In addition to base rent, United Artists Theatres pays percentage rent in the amount of 8% above a breakpoint of $13,049,518 in gross revenue sales.

(4)	Sales per sq. ft. of United Artists Theatres is calculated based on 12 screens. National average sales for United Artists Theaters is $405,367 per screen.

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 Base Rent Per Sq. Ft.(1)	% Base Rent Rolling(1)		Cumulative % of Base Rent(1)
2013	0	0	0.0.0	%	0	0.0		$0.00	0.0	%	0.0	%
2014	0	0	0.0		0	0.0		$0.00	0.0		0.0	%
2015	1	22,167	21.7		22,167	21.7	%	$32.74	19.0		19.0	%
2016	1	80,010	78.3		102,177	100.0	%	$38.60	81.0		100.0	%
2017	0	0	0.0		102,177	100.0	%	$0.00	0.0		100.0	%
2018	0	0	0.0		102,177	100.0	%	$0.00	0.0		100.0	%
2019	0	0	0.0		102,177	100.0	%	$0.00	0.0		100.0	%
2020	0	0	0.0		102,177	100.0	%	$0.00	0.0		100.0	%
2021	0	0	0.0		102,177	100.0	%	$0.00	0.0		100.0	%
2022	0	0	0.0		102,177	100.0	%	$0.00	0.0		100.0	%
2023	0	0	0.0		102,177	100.0	%	$0.00	0.0		100.0	%
Thereafter	0	0	0.0		102,177	100.0	%	$0.00	0.0		100.0	%
Vacant	NAP	0	0.0		102,177	100.0	%	NAP	NAP
Total / Wtd. Avg.	2	102,177	100.0	%				$37.33	100.0	%

(1)	Annual Base Rent Per Sq. Ft., % Base Rent Rolling and Cumulative % of Base Rent based on in-place leases.

The Loan. The Heights loan (“The Heights Loan”) is a $32.0 million ($313 per sq. ft.) fixed rate loan secured by the Borrower’s leasehold interest in a 102,177 sq. ft. 13-story, retail center located at 94-110 Court Street & 42 Schermerhorn Street, Brooklyn, New York (“The Heights Property”). The Heights Loan has a 10-year term and amortizes on a 25-year amortization schedule. The Heights Loan accrues interest at 4.1300%.

The Heights Loan proceeds were used to refinance existing debt of approximately $17.0 million, fund upfront reserves of $697,462 and pay closing costs of $606,161. The Sponsor developed the Property and the reported cost basis is $34.44 million. Based on the “as-is” appraised value of $48.7 million as of January 17, 2013, the cut-off date LTV is 65.6%.

The Borrower / Sponsor. The borrower, FC Court Street Associates, LLC (the “Borrower”), is a single purpose New York limited liability company structured as a bankruptcy-remote entity, with one independent director in its organization structure. The sponsor of the Borrower and the non-recourse carve-out guarantor is Forest City Enterprises, Inc. (“Sponsor”). The Borrower is a joint venture with 49% interest owned by Madison NYC Core Retail Investors, LLC, an affiliate of Madison International Realty, LLC and 51% interest owned by subsidiaries of Forest City Enterprises, Inc. The non-recourse carve-out is limited in scope to certain events of bankruptcy of the Borrower and the total liability under the non-recourse carve-out is limited to the lesser of $6.40 million or the outstanding loan amount.

The Sponsor develops, owns and operates office, residential, hotel and retail properties in twenty-eight states and the District of Columbia with assets of approximately $10.7 billion. The Sponsor has been in business since 1920 and is publicly traded on the New York Stock Exchange (symbol “FCE”). It is one of the largest publicly traded real estate development companies in the United States. As of the end of third quarter of 2012, the Sponsor reported third-quarter Operating FFO of $65.0 million, a 19.8 percent increase over third-quarter 2011 Operating FFO of $54.3 million. Year-to-date Operating FFO was $192.9 million, a 10.2 percent increase compared with $175.1 million for the first nine months of 2011. Third-quarter 2012 consolidated revenues from real estate operations increased to $291.4 million, from $252.6 million in the third quarter of 2011. For the first nine months of 2012, consolidated revenues from real estate operations were $843.1 million, compared with $794.2 million for the first nine months of 2011.

Madison International Realty, LLC (“MIR”) is a real estate private equity firm providing specialized equity capital solutions to commercial real estate owners and investors seeking liquidity. They are headquartered in New York City, with offices in London and Frankfurt. MIR

94 -110 Court Street &

42 Schermerhorn Street
Brooklyn, NY 11201

Collateral Asset Summary

The Heights

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$31,942,591

65.6%

1.39x

9.4%

provides equity capital to sponsors, owners and investors seeking to (i) sell partial ownership interests, (ii) obtain joint venture and preferred equity financing, (iii) monetize embedded equity value, and (iv) restructure existing balance sheets and amortize existing debt.

MIR acquires positions through secondary market purchases of direct interests in real estate ownership vehicles owning class A properties and portfolios where owners seek to monetize illiquid positions, provide partners with an exit strategy, sell down a portion of their ownership interests or deleverage their existing balance sheets without relinquishing control of their assets.

The Property. The Heights Property is a 13-story, 102,177 sq. ft. anchored retail property located at 94-110 Court Street & 42 Schermerhorn Street, in Brooklyn, New York. The improvements were constructed in 1999. The theater is a vertical theater, consisting of 63,010 square feet of grade/above grade space (13 floors), and 17,000 sq. ft. of below grade space, and a total of 12 screens and 2,160 seats. The retail space, located on the first and second stories (plus a small space in the basement) of the property contains 22,167 sq. ft. The property is currently 100.0% occupied by United Artists Theatres and Barnes & Noble.

Located within walking distance of several bus lines and nine Subway lines, The Heights Property enjoys easy access to public transportation. As a result, the property is 10 minutes from downtown Manhattan and 15 minutes from midtown Manhattan, and is located near 9 subway lines (2, 3, 4, 5, A, C, F, N, R). In addition, the Heights Property is within walking distance to Brooklyn Heights, Cobble Hill, Boerum Hill and Metrotech.

The Heights Property is under a 49-year ground lease, which commenced on January 28, 1999 and expires on January 27, 2048. There are no extension options. The current annual rent is $627,368. The ground lease rent steps up every five years (“Rent Period”) based on the greater of (i) 112% of the preceding Rent Period or (ii) the percentage change in the Consumer Price Index from the preceding Rent Period. The next step-up is in January 2016. Notwithstanding the foregoing, for the Rent Period commencing on the 17th anniversary of the commencement date (i.e., the third Rent Period), net annual rent per year of that Rent Period may not exceed 120% of the net annual rent payable to landlord in the immediately preceding Rent Period; provided, however, that (i) the foregoing cap will not apply to any succeeding Rent Periods, and (ii) net annual rent for the fourth Rent Period and each Rent Period thereafter will be determined as if the foregoing cap had not been in effect during the third Rent Period.

The United Artists Theatres operates under the Regal Entertainment Group brand. United Artists Theatres has 12 screens, each with stadium seating. United Artists Theatres occupies approximately 63,010 sq. ft at and above grade, and 17,000 sq. ft. below grade. Since the original lease term expired, United Artists Theatres exercised its first extension option for a 5-year term which expires on July 4, 2016. Under the current lease agreement, there are five more consecutive extension options of five years each. The rent increases by approximately 5% for each 5-year extension term. Currently, the lease agreement requires the tenant to pay 8% above a breakpoint of $13,049,518 in gross revenue sales in addition to base rent. United Artists Theatres must notify Borrower nine months prior to the commencement of a lease extension of its election to renew its lease.

Barnes & Noble, the world’s largest bookseller and a Fortune 500 company, operates 677 bookstores in 50 states. It currently occupies two floors and basement (used for storage). The Barnes & Noble lease includes flat rent for the entire 15-year base term which expires on July 31, 2015. The rent then increases by 10% for each 5-year extension term. There are three consecutive extension options of five years each remaining. Barnes & Noble must notify Borrower 270 days prior to the expiration of the lease if it elects to renew its lease.

The Market. The Heights Property is located in the Brooklyn Heights section of downtown Brooklyn, one of the five boroughs of New York City. Downtown Brooklyn, Brooklyn Heights has become one of the most commercially and residentially vibrant sections of Brooklyn. The Heights Property is located only four blocks south of Montague Street, the major retail hub in Brooklyn Heights. Montague Street provides the borough’s 2.5 million residents with many restaurants and ample shopping. This neighborhood is characterized by high and low-rise office and residential development with independent and franchised retail shops at grade level. Due to its close proximity to Manhattan by subway or car, and to its revitalized nightlife, Brooklyn Heights has become one of the most popular residential neighborhoods in New York City.

Downtown Brooklyn grew significantly in the 1980s and 1990s when the Metrotech Center Complex, Pierrepont Plaza, the Brooklyn Marriott, Atlantic Terminal Mall and Renaissance Plaza were constructed. Office buildings are primarily used as municipal and other government buildings, secondary offices for banks, medical offices and legal offices as well as other various small tenants. More recent development includes the Brooklyner, a high-rise multi-family rental building. Another 42-story multi-family residential building is currently being constructed less than 1-mile from The Heights Property at 29 Flatbush Avenue.

The neighborhood has experienced moderate positive increases in population and the number of households over the last few years. The neighborhood currently has an upper-middle income demographic, with a 2012 median household income of $66,264 within a 1-mile radius, well above the median income within a 3- and 5-mile radii. The Heights Property is located on Court Street, a retail corridor in Brooklyn.

94 -110 Court Street &

42 Schermerhorn Street

Brooklyn, NY 11201

Collateral Asset Summary

The Heights

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$31,942,591

65.6%

1.39x

9.4%

The chart below details The Heights Property’s competitive set.

Summary of Comparable Cinema Theatres(1)
Tenants	Location	Screens	GLA (sq. ft.)	Original Lease Term	Base Rent (per sq. ft.)
United Artists Theatres at The Heights Property	Brooklyn, NY	12 Screens	80,010	15 Years (+6 five-year options)	$38.60
United Artists Theatres at Steinway Street	Astoria, NY	14 Screens	84,000	15 Years (+6 five-year options)	$27.00
Regal Union Square Stadium 14	New York, NY	14 Screens	236,215	N/A	$42.00
Loews Raceway 10	Westbury, NY	10 Screens	N/A	N/A	$36.00
AMC Loews Fresh Meadows 7	Fresh Meadows, NY	7 Screens	23,400	N/A	$32.00
AMC Loews Kips Bay 15	New York, NY	15 Screens	90,000	20 Years	$54.00
AMC Loews Orpheum 7	New York, NY	7 Screens	100,000	20 Years	$54.00
Regal Atlas Park Stadium 8	Glendale, NY	8 Screens	32,550	15 Years	$25.00
Regal Battery Park Stadium 11	New York, NY	11 Screens	105,000	20 Years	$33.00
National Amusements	Jamaica, NY	15 Screens	83,000	20 Years	$32.00

(1)	Source: Appraisal.

Summary of Comparable Retail Leases(1)
Property Name	Location	Year Built/Renovated	Tenant	GLA (sq. ft.)	Original Lease Term	Base Rent (per sq. ft.)
The Heights Property	Brooklyn, New York	1999	Barnes & Noble	22,167	15 Years (+ three 5-Yr Options)	$32.74
Jamaica Center	Jamaica, New York	2002	K&G Fashion	215,806	10 Years (+ two 5-Yr Options)	$40.00
Gateway @ Bronx Terminal	Bronx, New York	2009	Staples	460,000	15 Years	$45.50
Gateway @ Bronx Terminal	Bronx, New York	2009	Marshalls	460,000	10 Years	$35.00
Gateway @ Bronx Terminal	Bronx, New York	2009	Babies R Us	460,000	25 Years	$40.00
Skyview Center	Queens, New York	2010	Bob's Discount Furniture	800,000	10 Years	$30.00
502 86th Street	Brooklyn, New York	1920/1988	TJ Maxx	43,240	10 Years	$45.58
1601-1623 Avenue Y	Brooklyn, New York	2012	Marshalls	54,584	10 Years	$29.00

(1)	Source: Appraisal.

Cash Flow Analysis.

Cash Flow Analysis
	T-12 01/31/2011	T-12 01/31/2012	12/31/2012	U/W	U/W Per Sq. Ft.(1)
Base Rent	$3,631,030	$3,736,148	$3,814,617	$3,814,615	$37.33
Percentage Rent(2)	426,238	281,726	166,775	166,775	1.63
Rent Steps	0	0	0	0	0.00
Value of Vacant Space	0	0	0	0	0.00
Gross Potential Rent	$4,057,268	$4,017,874	$3,981,392	$3,981,390	$38.97
Total Recoveries	355,710	434,210	603,720	1,593,709	15.60
Total Other Income	1,330	3,057	1,353	1,353	0.01
Less: Vacancy / Credit Loss	0	0	0	(278,823)	(5.0%)
Effective Gross Income	$4,414,308	$4,455,141	$4,586,465	$5,297,629	$51.85
Total Operating Expenses(3)	1,001,175	1,191,595	1,251,919	2,293,122	22.44
Net Operating Income	$3,413,133	$3,263,546	$3,334,546	$3,004,508	$29.40
TI/LC	0	0	0	120,000	1.17
Capital Expenditures	0	0	0	20,335	0.20
Net Cash Flow	$3,413,133	$3,263,546	$3,334,546	$2,864,173	$28.03

(1)	U/W Per Sq. Ft. based on total sq. ft. of 102,177.

(2)

UW Percentage Rent based on TTM, which is derived from United Artists Theatres. From August 2006 through July 5, 2011, tenant paid percentage rent at 16% of sales above an $11.2MM breakpoint. Currently, the tenant is paying 8% above a $13,049,518 breakpoint. With a higher breakpoint and lower percentage, the tenant now pays significantly less percentage rent than in recent years. In 2012, United Artists Theatres reported sales of $15,134,202, which represents $166,775 in percentage rent income.

(3)	The Heights Property benefits from a 15 year Industrial and Commercial Incentive Program that expires June 30, 2015. Real estate taxes have been underwritten without the real estate tax exemption in place.

Property Management. The Heights Property is managed by First New York Partners Management, an affiliate of the Borrower.

Lockbox / Cash Management. The Heights Loan is structured with a hard lockbox and springing cash management. All excess cash is required to be swept into a lender controlled account upon (i) the occurrence of an event of default, (ii) the occurrence of a Rolling Tenant Non-Renewal Event, (iii) the date any Rolling Tenant “goes dark” (i.e., ceases to operate from such Rolling Tenant’s premises

94 -110 Court Street &

42 Schermerhorn Street

Brooklyn, NY 11201

Collateral Asset Summary

The Heights

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$31,942,591

65.6%

1.39x

9.4%

for five (5) consecutive Business Days, except for temporary closures for repairs, restoration, rehabilitation and/or customary force majeure events, and exclusive of any sublettings and/or assignments by such Rolling Tenant, or (iv) the date a Rolling Tenant bankruptcy event occurs. A “Rolling Tenant” means each of the tenants under the Barnes & Noble Lease and the United Artists Theatres Lease. A Rolling Tenant Non-Renewal Event” shall mean either (i) the failure of any Rolling Tenant to deliver to Borrower, on or prior to the notice date set forth in such Rolling Tenant’s lease evidence reasonably satisfactory to lender that such Rolling Tenant has renewed its lease pursuant to the terms thereof, or (ii) the date on which any Rolling Tenant provides written notice to Borrower of such Rolling Tenant’s intention to terminate, cancel or otherwise surrender its lease (see “The Property” herein).

Initial Reserves. At closing, the Borrower deposited $145,181 into a real estate tax reserve, $500,000 into a rollover reserve and $52,281 into a ground rent reserve.

Ongoing Reserves. The Heights Loan requires monthly escrows of $48,393 into the real estate tax reserve. In addition, if the insurance policy is not an approved blanket or umbrella policy, Borrower is required to deposit 1/12th of the insurance premium that lender estimates will be payable for the renewal of the coverage. Borrower is also required to make monthly deposits of $52,281 into a ground rent reserve. Provided that (i) no event of default is then continuing, (ii) Borrower has deposited $52,281 at loan closing and (iii) Borrower pays ground rent prior to the date when delinquent under the ground lease, Borrower will not be required to make the monthly ground rent deposits.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None permitted.

94 -110 Court Street &

42 Schermerhorn Street

Brooklyn, NY 11201

Collateral Asset Summary

The Heights

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$31,942,591

65.6%

1.39x

9.4%