FILED PURSUANT TO RULE 424(b)(5)

REGISTRATION FILE NO.: 333-172143-04

Prospectus Supplement

(to Prospectus dated May 10, 2012)

$824,379,000 (Approximate)

COMM 2012-CCRE1

Commercial Mortgage Pass-Through Certificates

Cantor Commercial Real Estate Lending, L.P.

German American Capital Corporation

Sponsors and Mortgage Loan Sellers

Deutsche Mortgage & Asset Receiving Corporation

Depositor

COMM 2012-CCRE1 Mortgage Trust

Issuing Entity

The COMM 2012-CCRE1 Commercial Mortgage Pass-Through Certificates will represent beneficial ownership interests in the issuing entity, COMM 2012-CCRE1 Mortgage Trust.  The issuing entity’s assets will primarily be 54 fixed-rate mortgage loans, secured by first liens on 76 commercial and multifamily properties.  The COMM 2012-CCRE1 Commercial Mortgage Pass-Through Certificates will represent interests in the issuing entity only and will not represent the obligations of Deutsche Bank AG, Deutsche Mortgage & Asset Receiving Corporation, the sponsors or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency.

Each class of certificates offered hereby will receive distributions of interest, principal or both on the fourth business day following the eleventh day of each month or the following business day, commencing in June 2012.  Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of certificates as described in this prospectus supplement under “Description of the Offered Certificates—Subordination.”

Certain characteristics of the certificates offered by this prospectus supplement include:

Class	Initial Certificate Balance or Notional  Balance(1)		Approximate Initial Pass-Through Rate		Assumed Final Distribution Date(2)
Class A-1	$	54,970,000	1.116	%	January 2017
Class A-2	$	116,746,000	2.350	%	May 2017
Class A-3	$	409,198,000	3.391	%	May 2022
Class A-SB	$	72,060,000	3.053	%	January 2022
Class X-A(5)	$	748,588,000	2.451	%(5)	May 2022
Class A-M	$	95,614,000	3.912	%	May 2022
Class B	$	43,143,000	4.612	%	May 2022
Class C	$	32,648,000	5.547	%(6)	May 2022

(Footnotes to table to begin on page xii)

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this prospectus supplement or the accompanying prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

Investing in the certificates offered in this prospectus supplement involves risks.  See “Risk Factors” beginning on page S-33 of this prospectus supplement and page 11 of the prospectus.

With respect to this offering, Deutsche Bank Securities Inc. and Cantor Fitzgerald & Co. are acting as joint bookrunning managers and co-lead managers in the following manner:  Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to 75% of each class of offered certificates, and Cantor Fitzgerald & Co. is acting as sole bookrunning manager with respect to 25% of each class of offered certificates.  CastleOak Securities, L.P. is acting as co-manager.  The underwriters will offer the certificates offered by this prospectus supplement, in the amounts set forth in this prospectus supplement, to the public in negotiated transactions or otherwise at varying prices to be determined at the time of sale.

Deutsche Bank Securities Inc., Cantor Fitzgerald & Co. and CastleOak Securities, L.P. are required to purchase the certificates offered by this prospectus supplement (in the amounts to be set forth under “Method of Distribution (Underwriter Conflicts of Interest)” in this prospectus supplement) from Deutsche Mortgage & Asset Receiving Corporation, subject to certain conditions.  Deutsche Mortgage & Asset Receiving Corporation expects to receive from the sale of the offered certificates approximately 114.0460% of the initial aggregate certificate balance of the offered certificates with a principal balance, plus accrued interest, before deducting expenses payable by it.  The underwriters expect to deliver the certificates offered in this prospectus supplement to purchasers on or about May 30, 2012.

Deutsche Bank Securities Cantor Fitzgerald & Co.

Joint Bookrunning Managers and Co-Lead Managers

CastleOak Securities, L.P.
Co-Manager

May 18, 2012

TABLE OF CONTENTS

EXECUTIVE SUMMARY	xii	Some Mortgaged Properties May
SUMMARY	S-1	Not Be Readily Convertible to
RISK FACTORS	S-33	Alternative Uses	S-40
General Risks	S-33	Limitations of Appraisals	S-41
The Offered Certificates May Not		Property Value May Be Adversely
Be a Suitable Investment for		Affected Even When Current
You	S-33	Operating Income Is Not	S-41
Risks Related to Market Conditions	S-33	Risks Related to Tenants	S-41
The Credit Crisis and Downturn in		Risks Related to Mortgage Loan
the Real Estate Market Have		Concentration	S-46
Adversely Affected the Value of		Risks Related to Borrower
Commercial Mortgage-Backed		Concentration	S-46
Securities	S-33	Risks Relating to Property Type
The Volatile Economy and Credit		Concentration	S-46
Crisis May Increase Loan		Geographic Concentration Exposes
Defaults and Affect the Value		Investors to Greater Risk of
and Liquidity of Your		Default and Loss	S-47
Investment	S-34	Retail Properties Have Special
Heightened Underwriting Standards		Risks	S-48
May Contribute to Losses on		Office Properties Have Special
Commercial Loans	S-34	Risks	S-52
Global Market Disruptions and		Mixed Use Facilities Have Special
Recent U.S. Legislation May		Risks	S-53
Adversely Affect the Availability		Marina Properties Have Special
of Credit for Commercial Real		Risks	S-54
Estate	S-35	Multifamily Properties Have Special
General Conditions in the		Risks	S-54
Commercial Real Estate		Hospitality Properties Have Special
Mortgage Markets May		Risks	S-56
Adversely Affect the		Self Storage Properties Have
Performance of the Offered		Special Risks	S-58
Certificates	S-36	Industrial Properties Have Special
Risks Related to the Mortgage Loans	S-37	Risks	S-59
Mortgage Loans Are Nonrecourse		Risks of Co-Tenancy and Other
and Are Not Insured or		Early Termination Provisions in
Guaranteed	S-37	Retail and Office Leases	S-60
The Offered Certificates Are Limited		Condominium Properties Have
Obligations and Payments Will		Special Risks	S-61
Be Primarily Derived from the		Risks Related to Construction,
Mortgage Loans	S-37	Development, Redevelopment,
Commercial Lending Is Dependent		Renovation and Repairs at
upon Net Operating Income	S-38	Mortgaged Properties	S-62
Mortgage Loans Have Not Been		Options and Other Purchase Rights
Reunderwritten Since		May Affect Value or Hinder
Origination	S-39	Recovery with Respect to the
The Prospective Performance of		Mortgaged Properties	S-62
the Commercial and Multifamily		The Sellers of the Mortgage Loans
Mortgage Loans Included in the		Are Subject to Bankruptcy or
Issuing Entity Should Be		Insolvency Laws That May
Evaluated Separately from the		Affect the Issuing Entity’s
Performance of the Mortgage		Ownership of the Mortgage
Loans in Any of the Depositor’s		Loans	S-63
Other Trusts	S-40

iii

Environmental Issues at the		upon the Default and/or
Mortgaged Properties May		Bankruptcy of a Borrower	S-78
Adversely Affect Payments on		Risks Related to Mortgage Loans
Your Certificates	S-63	Secured by Multiple Properties	S-78
Potential Issuing Entity Liability		State Law Limitations Entail Certain
Related to a Materially Adverse		Risks	S-79
Environmental Condition	S-64	Mortgage Loans Secured by
Borrower May Be Unable To Repay		Leasehold Interests May
the Remaining Principal		Expose Investors to Greater
Balance on the Maturity Date or		Risks of Default and Loss	S-79
Anticipated Repayment Date	S-67	Potential Absence of Attornment
Risks Relating to Borrower		Provisions Entails Risks	S-80
Organization or Structure	S-68	Risks Related to Zoning Laws	S-81
Tenancies in Common May Hinder		Risks Related to Litigation and
Recovery	S-68	Condemnation	S-81
Risks Related to Additional Debt	S-69	Prior Bankruptcies, Defaults or
Bankruptcy Proceedings Entail		Other Proceedings May Be
Certain Risks	S-70	Relevant to Future
Risks Related to Loan Sponsor		Performance	S-82
Guaranties	S-71	Risks Relating to Costs of
Lack of Skillful Property		Compliance with Applicable
Management Entail Risks	S-71	Laws and Regulations	S-84
Risks of Inspections Relating to		Risks Related to Conflicts of Interest	S-84
Property	S-72	Potential Conflicts of Interest of the
World Events and Natural (or		Master Servicer and the Special
Other) Disasters Could Have an		Servicer	S-84
Adverse Impact on the		Special Servicer May Be Directed
Mortgaged Properties and		to Take Actions	S-84
Could Reduce the Cash Flow		The Servicing of the Crossgates
Available To Make Payments		Mall Loan Combination Will
on the Certificates	S-72	Shift to Others	S-85
Inadequate Property Insurance		Potential Conflicts of Interest of the
Coverage Could Have an		Operating Advisor	S-86
Adverse Impact on the		Potential Conflicts of Interest of the
Mortgaged Properties	S-72	Underwriters and Their
Risks Associated with Blanket		Affiliates	S-86
Insurance Policies or		Potential Conflicts of Interest in the
Self-Insurance	S-74	Selection of the Underlying
Availability of Terrorism Insurance	S-75	Mortgage Loans	S-87
Appraisals and Market Studies		Related Parties May Acquire
Have Certain Limitations	S-77	Certificates or Experience
Increases in Real Estate Taxes Due		Other Conflicts	S-88
to Termination of a PILOT		Conflicts Between Property
Program or Other Tax		Managers and the Borrowers	S-90
Abatement Arrangements May		Conflicts Between
Reduce Payments to		Certificateholders and Holders
Certificateholders	S-77	of Companion Loans	S-90
Risks Related to Enforceability	S-77	Other Potential Conflicts of Interest	S-91
Risks Related to Enforceability of		Risks Related to the Offered Certificates	S-92
Prepayment Premiums, Yield		Legal and Regulatory Provisions
Maintenance Charges and		Affecting Investors Could
Defeasance Provisions	S-78	Adversely Affect the Liquidity of
The Master Servicer or the Special		the Offered Certificates	S-92
Servicer May Experience		Risks Related to Prepayments and
Difficulty in Collecting Rents		Repurchases of Mortgage
		Loans	S-93

iv

Limited Obligations	S-95	Ratings of the Offered Certificates	S-103
Yield Considerations	S-95	THE SPONSORS, MORTGAGE LOAN
Optional Early Termination of the		SELLERS AND ORIGINATORS	S-105
Issuing Entity May Result in an		Cantor Commercial Real Estate
Adverse Impact on Your Yield		Lending, L.P.	S-105
or May Result in a Loss	S-96	General	S-105
A Mortgage Loan Seller May Not		CCRE Lending’s Securitization
Be Able to Make a Required		Program	S-105
Repurchase or Substitution of a		Review of CCRE Mortgage Loans	S-106
Defective Mortgage Loan	S-96	CCRE Lending’s Underwriting
Any Loss of Value Payment Made		Standards	S-107
by a Mortgage Loan Seller May		Assessments of Property Condition	S-109
Prove to Be Insufficient to		Compliance with Rule 15Ga-1
Cover All Losses on a Defective		under the Exchange Act	S-112
Mortgage Loan	S-97	German American Capital Corporation	S-113
Risks Related to Borrower Default	S-97	General	S-113
Risks Related to Modification of		GACC’s Securitization Program	S-113
Mortgage Loans with Balloon		Review of GACC Mortgage Loans	S-114
Payments	S-98	GACC’s Underwriting Standards	S-116
Risks Related to Certain Payments	S-98	Compliance with Rule 15Ga-1
Risks of Limited Liquidity and		under the Exchange Act	S-119
Market Value	S-99	THE DEPOSITOR	S-120
The Limited Nature of Ongoing		THE ISSUING ENTITY	S-120
Information May Make It		THE SERVICERS	S-122
Difficult for You To Resell Your		Generally	S-122
Certificates	S-99	The Master Servicer	S-122
Risks Related to Factors Unrelated		The Special Servicer	S-125
to the Performance of the		Replacement of the Special Servicer	S-127
Certificates and the Mortgage		THE TRUSTEE	S-129
Loans, Such as Fluctuations in		Certain Matters Regarding the Trustee	S-130
Interest Rates and the Supply		Resignation and Removal of the Trustee	S-131
and Demand of CMBS		THE CERTIFICATE ADMINISTRATOR
Generally	S-99	AND CUSTODIAN	S-132
Credit Support May Not Cover All		Trustee and Certificate Administrator
Types of Losses	S-100	Fee	S-134
Disproportionate Benefits May Be		PAYING AGENT, CERTIFICATE
Given to Certain Classes	S-100	REGISTRAR, CUSTODIAN AND
The Amount of Credit Support Will		AUTHENTICATING AGENT	S-135
Be Limited	S-100	THE OPERATING ADVISOR	S-135
REMIC Status	S-100	CERTAIN RELATIONSHIPS AND
State and Local Tax Considerations	S-101	RELATED TRANSACTIONS	S-136
Certain Federal Tax Consideration		DESCRIPTION OF THE MORTGAGE
Regarding Original Issue		POOL	S-137
Discount	S-101	General	S-137
Tax Considerations Related to		Security for the Mortgage Loans	S-140
Foreclosure	S-101	Significant Obligors	S-140
Changes in REMIC Restrictions on		Certain Underwriting Matters	S-142
Loan Modifications May Impact		Loan Combinations	S-145
an Investment in the		The Crossgates Mall Loan
Certificates	S-102	Combination	S-145
Risks Relating to Lack of		The RiverTown Crossings Mall
Certificateholder Control over		Loan Combination	S-147
the Issuing Entity	S-103	Additional Mortgage Loan Information	S-149
Different Timing of Mortgage Loan		Certain Terms and Conditions of the
Amortization Poses Certain		Mortgage Loans	S-154
Risks	S-103

v

Changes in Mortgage Pool		Replacement of the Special
Characteristics	S-167	Servicer	S-213
DESCRIPTION OF THE OFFERED		Operating Advisor Termination
CERTIFICATES	S-167	Events	S-213
General	S-167	Rights upon Operating Advisor
Distributions	S-169	Termination Event	S-214
Fees and Expenses	S-175	Termination of the Operating
Distribution of Excess Interest	S-182	Advisor Without Cause	S-215
Class A-SB Planned Principal		Operating Advisor Compensation	S-215
Balance	S-182	Advances	S-216
Prepayment Premiums and Yield		Accounts	S-220
Maintenance Charges	S-182	Enforcement of “Due-On-Sale” and
Application Priority of Mortgage		“Due-On-Encumbrance” Clauses	S-222
Loan Collections or Loan		Inspections	S-224
Combination Collections	S-183	Insurance Policies	S-225
Assumed Final Distribution Date	S-185	Assignment of the Mortgage Loans	S-227
Realized Losses	S-186	Representations and Warranties;
Prepayment Interest Shortfalls	S-187	Repurchase; Substitution	S-227
Subordination	S-188	Certain Matters Regarding the
Appraisal Reductions	S-189	Depositor, the Master Servicer, the
Delivery, Form and Denomination	S-192	Special Servicer and the Operating
Book-Entry Registration	S-193	Advisor	S-229
Definitive Certificates	S-195	Servicer Termination Events	S-231
Certificateholder Communication	S-196	Rights upon a Servicer Termination
Access to Certificateholders’		Event	S-233
Names and Addresses	S-196	Waivers of Servicer Termination Events
Special Notices	S-196	and Operating Advisor Termination
Retention of Certain Certificates by		Events	S-235
Affiliates of Transaction Parties	S-196	Amendment	S-235
YIELD AND MATURITY		No Downgrade Confirmation	S-237
CONSIDERATIONS	S-196	Evidence of Compliance	S-239
Yield Considerations	S-196	Voting Rights	S-239
Weighted Average Life	S-199	Realization Upon Mortgage Loans	S-239
Certain Price/Yield Tables	S-201	Sale of Defaulted Mortgage Loans and
Yield Sensitivity of the Class X-A		REO Properties	S-241
Certificates	S-201	Modifications	S-243
THE POOLING AND SERVICING		Optional Termination	S-246
AGREEMENT	S-202	Servicing Compensation and Payment
General	S-202	of Expenses	S-247
Special Note Regarding the		Special Servicing	S-248
Crossgates Mall Loan		Master Servicer and Special
Combination	S-203	Servicer Permitted To Buy
Servicing of the Mortgage Loans;		Certificates	S-255
Collection of Payments	S-203	Servicing of the Non-Serviced Mortgage
The Directing Holder	S-205	Loans	S-255
Limitation on Liability of Directing Holder	S-209	Reports to Certificateholders; Available
The Operating Advisor	S-210	Information	S-256
General	S-210	Certificate Administrator Reports	S-256
Role of Operating Advisor While No		Information Available Electronically	S-259
Control Termination Event Has		Other Information	S-261
Occurred and Is Continuing	S-210	Master Servicer’s Reports	S-262
Role of Operating Advisor While a		Exchange Act Filings	S-263
Control Termination Event Has		USE OF PROCEEDS	S-263
Occurred and Is Continuing	S-211	MATERIAL FEDERAL INCOME TAX
Annual Report	S-212	CONSEQUENCES	S-264
		General	S-264

vi

Tax Status of Offered Certificates	S-264
Taxation of Offered Certificates	S-265
Further Information; Taxation of Foreign
Investors	S-266
CERTAIN STATE AND LOCAL TAX
CONSIDERATIONS	S-266
ERISA CONSIDERATIONS	S-267
METHOD OF DISTRIBUTION
(UNDERWRITER CONFLICTS OF
INTEREST)	S-269
LEGAL INVESTMENT	S-270
LEGAL MATTERS	S-271
RATINGS	S-271
LEGAL ASPECTS OF MORTGAGE
LOANS IN NEW YORK AND
CALIFORNIA	S-272
INDEX OF DEFINED TERMS	S-274

ANNEX A-1	–	CERTAIN
		CHARACTERISTICS
		OF THE MORTGAGE
		LOANS	A-1-1
ANNEX A-2	–	CERTAIN POOL
		CHARACTERISTICS
		OF THE MORTGAGE
		LOANS AND
		MORTGAGED
		PROPERTIES	A-2-1
ANNEX A-3	–	CLASS A-SB PLANNED
		PRINCIPAL BALANCE	A-3-1
ANNEX B	–	DESCRIPTION OF THE
		TOP 20 MORTGAGE
		LOANS	B-1
ANNEX C	–	GLOBAL CLEARANCE,
		SETTLEMENT AND
		TAX DOCUMENTATION
		PROCEDURES	C-1
ANNEX D	–	DECREMENT TABLES	D-1
ANNEX E	–	PRICE/YIELD TABLES	E-1
ANNEX F	–	MORTGAGE LOAN
		SELLER
		REPRESENTATIONS
		AND WARRANTIES	F-1
ANNEX G	–	EXCEPTIONS TO
		MORTGAGE LOAN
		SELLER
		REPRESENTATIONS
		AND WARRANTIES	G-1
ANNEX H	–	RIVERTOWN
		CROSSINGS MALL
		AMORTIZATION
		SCHEDULE	H-1

vii

IMPORTANT NOTICE ABOUT INFORMATION

PRESENTED IN THIS PROSPECTUS SUPPLEMENT

AND THE ACCOMPANYING PROSPECTUS

Information about the certificates offered in this prospectus supplement is contained in two separate documents that progressively provide more detail:  (a) the accompanying prospectus, which provides general information, some of which may not apply to the offered certificates; and (b) this prospectus supplement, which describes the specific terms of the offered certificates.  The Annexes to this prospectus supplement are incorporated into and are a part of this prospectus supplement.

We have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, with respect to the offered certificates.  This prospectus supplement and the accompanying prospectus form a part of that registration statement.  However, this prospectus supplement and the accompanying prospectus do not contain all of the information contained in our registration statement.  For further information regarding the documents referred to in this prospectus supplement and the accompanying prospectus, you should refer to our registration statement and the exhibits to it.  Our registration statement and the exhibits to it can be inspected and copied at prescribed rates at the public reference facilities maintained by the Securities and Exchange Commission (the “SEC”) at its public reference room, 100 F Street, N.E., Washington, D.C. 20549.  You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  Copies of these materials can also be obtained electronically through the SEC’s internet website (http://www.sec.gov).

This prospectus supplement 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.

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

This prospectus supplement and the accompanying prospectus include cross references to sections in these materials where you can find further related discussions.  The tables of contents in this prospectus supplement and the accompanying prospectus identify the pages where these sections are located.

Certain capitalized terms are defined and used in this prospectus supplement and the accompanying prospectus to assist you in understanding the terms of the offered certificates.  The capitalized terms used in this prospectus supplement are defined on the pages indicated under the caption “Index of Defined Terms” beginning on page S-274 in this prospectus supplement.

In this prospectus supplement:

● the terms “Depositor,” “we,” “us” and “our” refer to Deutsche Mortgage & Asset Receiving Corporation.

● references to “lender” with respect to the mortgage loans generally should be construed to mean, subsequent to the issuance of the offered certificates, the trustee on behalf of the issuing entity as the holder of record title to the mortgage loans or the master servicer or the special servicer, as applicable, with respect to the obligations and rights of the lender as described under “The Pooling and Servicing Agreement” in this prospectus supplement.

THE OFFERED CERTIFICATES DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE INITIAL DIRECTING HOLDER, THE UNDERWRITERS OR ANY OF THEIR

viii

RESPECTIVE AFFILIATES.  NEITHER THE OFFERED CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

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

ix

FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus contain certain forward-looking statements.  If and when included in this prospectus supplement, the words “expects”, “intends”, “anticipates”, “estimates” and analogous expressions and all statements that are not historical facts, including statements about our beliefs or expectations, are intended to identify forward-looking statements.  Any forward-looking statements are made subject to risks and uncertainties, which could cause actual results to differ materially from those stated.  Those risks and uncertainties include, among other things, declines in general economic and business conditions, increased competition, changes in demographics, changes in political and social conditions, regulatory initiatives and changes in customer preferences, many of which are beyond our control and the control of any other person or entity related to this offering.  The forward-looking statements made in this prospectus supplement are made as of the date stated on the cover.  We have no obligation to update or revise any forward-looking statement.

NOTICE TO RESIDENTS OF THE UNITED KINGDOM

The issuing entity described in this prospectus supplement may constitute a “collective investment scheme” as defined by Section 235 of the Financial Services and Markets Act 2000 (the “FSMA”) that is not a “recognised collective investment scheme” for the purposes of the FSMA and that has not been authorized or otherwise approved.  As an unregulated scheme, the certificates cannot be marketed in the United Kingdom to the general public, except in accordance with the FSMA.

The distribution of this prospectus supplement (A) if made by a person who is not an authorized person under the FSMA, is being made only to, or directed only at, persons who (i) are outside the United Kingdom, or (ii) have professional experience in matters relating to investments and qualify as investment professionals in accordance with Article 19(5) of the FSMA (Financial Promotion) Order 2001 (the “Financial Promotion Order”), or (iii) are persons falling within Article 49(2)(a) through (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order 2001 (all such persons together being referred to as “FPO Persons”); and (B) if made by a person who is an authorized person under the FSMA, is being made only to, or directed only at, persons who (i) are outside the United Kingdom, or (ii) have professional experience in participating in unregulated collective investment schemes and qualify as investment professionals in accordance with Article 14(3) of the FSMA (Promotion of Collective Investment Schemes)(Exemptions) Order 2001 (the “Promotion of Collective Investment Schemes Exemptions Order”), or (iii) are persons falling within Article 22(2)(a) through (d) (“high net worth companies, unincorporated associations, etc.”) of the Promotion of Collective Investment Schemes Exemptions Order (all such persons together being referred to as “PCIS Persons” and, together with the FPO Persons, the “Relevant Persons”).  This prospectus supplement must not be acted on or relied on by persons who are not Relevant Persons.  Any investment or investment activity to which this prospectus supplement relates, including the offered certificates, is available only to Relevant Persons and will be engaged in only with Relevant Persons.  Any persons other than Relevant Persons should not rely on this prospectus supplement.

Potential investors in the United Kingdom are advised that all, or most, of the protections afforded by the United Kingdom regulatory system will not apply to an investment in the certificates and that compensation will not be available under the United Kingdom Financial Services Compensation Scheme.

x

EUROPEAN ECONOMIC AREA

THIS PROSPECTUS SUPPLEMENT HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF CERTIFICATES (AS DEFINED HEREIN) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A “RELEVANT MEMBER STATE”) WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE (AS DEFINED BELOW) FROM THE REQUIREMENT TO PUBLISH A PROSPECTUS FOR OFFERS OF CERTIFICATES.  ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THAT RELEVANT MEMBER STATE OF CERTIFICATES WHICH ARE THE SUBJECT OF AN OFFERING CONTEMPLATED IN THIS PROSPECTUS SUPPLEMENT AS COMPLETED BY FINAL TERMS IN RELATION TO THE OFFER OF THOSE CERTIFICATES MAY ONLY DO SO IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR THE ISSUING ENTITY, THE DEPOSITOR OR AN UNDERWRITER TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE IN RELATION TO SUCH OFFER.

NONE OF THE ISSUING ENTITY, THE DEPOSITOR AND THE UNDERWRITERS HAS AUTHORISED, NOR DOES ANY OF THEM AUTHORISE, THE MAKING OF ANY OFFER OF CERTIFICATES IN CIRCUMSTANCES IN WHICH AN OBLIGATION ARISES FOR THE ISSUING ENTITY, THE DEPOSITOR OR AN UNDERWRITER TO PUBLISH OR SUPPLEMENT A PROSPECTUS FOR SUCH OFFER.

FOR THE PURPOSES OF THE DISCUSSION IN THIS SECTION ENTITLED “EUROPEAN ECONOMIC AREA”, THE EXPRESSION “PROSPECTUS DIRECTIVE” MEANS DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO, INCLUDING THE 2010 PD AMENDING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE AND THE EXPRESSION “2010 PD AMENDING DIRECTIVE” MEANS DIRECTIVE 2010/73/EU.

In relation to each Relevant Member State, each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of certificates to the public in that Relevant Member State other than:

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

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant underwriters nominated by the depositor for any such offer; or

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

provided no such offer of certificates referred to in (a) to (c) above shall require the issuing entity, the depositor or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of certificates to the public” in relation to any certificates in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the certificates to be offered so as to enable an investor to decide to purchase or subscribe the certificates, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State.

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EXECUTIVE SUMMARY

          This Executive Summary does not include all of the information you need to consider in making your investment decision.  You are advised to carefully read, and should rely solely on, the detailed information appearing elsewhere in this prospectus supplement relating to the certificates offered by this prospectus supplement and the underlying mortgage loans.

CERTIFICATES

Class	Initial Certificate Balance or Notional Balance(1)		Approximate Initial Credit   Support	Description of Pass-Through Rate	Assumed Final Distribution    Date(2)	Approximate Initial Pass-Through Rate	Weighted Average Life    (Yrs.)(3)	Principal Window    (Mos.)(3)
Offered Certificates
A-1	$	54,970,000	30.000%(4)	Fixed	January 2017	1.116%	2.44	1 - 56
A-2	$	116,746,000	30.000%(4)	Fixed	May 2017	2.350%	4.83	56 - 60
A-3	$	409,198,000	30.000%(4)	Fixed	May 2022	3.391%	9.73	109 - 120
A-SB	$	72,060,000	30.000%(4)	Fixed	January 2022	3.053%	7.37	60 - 116
X-A(5)	$	748,588,000	N/A	Variable(5)	May 2022	2.451%(5)	N/A	N/A
A-M	$	95,614,000	19.750%	Fixed	May 2022	3.912%	9.96	120 - 120
B	$	43,143,000	15.125%	Fixed	May 2022	4.612%	9.96	120 - 120
C	$	32,648,000	11.625%	WAC(6)	May 2022	5.547%(6)	9.96	120 - 120
Non-Offered Certificates(7)
X-B(5)	$	184,232,147	N/A	Variable(5)	May 2022	1.156%(5)	N/A	N/A
D	$	50,139,000	6.250%	WAC(6)	May 2022	5.547%(6)	9.96	120 - 120
E	$	2,332,000	6.000%	WAC(6)	May 2022	5.547%(6)	9.96	120 - 120
F	$	13,993,000	4.500%	Fixed	May 2022	2.462%	9.96	120 - 120
G	$	15,158,000	2.875%	Fixed	May 2022	2.462%	9.96	120 - 120
H	$	26,819,147	0.000%	Fixed	May 2022	2.462%	9.96	120 - 120
V(8)		N/A	N/A	N/A	N/A	N/A	N/A	N/A
R(9)		N/A	N/A	N/A	N/A	N/A	N/A	N/A
LR(9)		N/A	N/A	N/A	N/A	N/A	N/A	N/A

(1)	Approximate; subject to a variance of plus or minus 5.0%.
(2)	The assumed final distribution date with respect to any class of certificates is the distribution date on which the final distribution would occur for that class of certificates based upon the assumption that no mortgage loan is prepaid prior to its stated maturity date or anticipated repayment date, as applicable, and otherwise based on modeling assumptions described in this prospectus supplement.  The actual performance and experience of the mortgage loans will likely differ from such assumptions.  See “Yield and Maturity Considerations” in this prospectus supplement.
(3)	The weighted average life and principal window during which distributions of principal would be received as set forth in the table with respect to each class of certificates is based on (i) modeling assumptions and prepayment assumptions described in this prospectus supplement, (ii) assumptions that there are no prepayments or losses on the mortgage loans and (iii) assumptions that there are no extensions of maturity dates and that mortgage loans with anticipated repayment dates are repaid on their respective anticipated repayment dates.
(4)	Represents the approximate initial credit support for the Class A-1, Class A-2, Class A-3 and Class A-SB certificates, in the aggregate.
(5)	The Class X-A and Class X-B certificates will not have certificate balances.  None of the Class X-A or Class X-B certificates are entitled to distributions of principal.  The Class X-A and Class X-B certificates will accrue interest on their related notional balance and at the related pass-through rate as described in this prospectus supplement under “Description of the Offered Certificates—General” and “—Distributions.”
(6)	For any distribution date, the pass-through rate on the Class C, Class D and Class E certificates will equal a per annum rate equal to the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360 day year consisting of twelve 30 day months) as of their respective due dates in the month preceding the month in which such distribution date occurs.
(7)	The classes of certificates set forth below (“Non-Offered Certificates”) in the table are not offered by this prospectus supplement.
(8)	The Class V certificates will not have a certificate balance, notional balance, pass-through rate, assumed final distribution date or rating.  The Class V certificates represent undivided interests in excess interest accruing on an anticipated repayment date loan, as further described in this prospectus supplement.  The Class V certificates will not be entitled to distributions in respect of interest other than excess interest.
(9)	The Class R and Class LR certificates will each not have a certificate balance, notional balance, pass-through rate, assumed final distribution date or rating.  The Class R and Class LR certificates represent the residual interests in each Trust REMIC, as further described in this prospectus supplement.  The Class R and Class LR certificates will not be entitled to distributions of principal or interest.

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          The following table shows information regarding the mortgage loans and the mortgaged properties as of the cut-off date.  All weighted averages set forth below are based on the principal balances of the mortgage loans as of the cut-off date.

The Mortgage Pool

Outstanding Pool Balance as of the Cut-off Date(1)	$932,820,147
Number of Mortgage Loans	54
Number of Mortgaged Properties	76
Average Cut-off Date Mortgage Loan Balance	$17,274,447
Weighted Average Mortgage Rate	5.416%
Weighted Average Cut-off Date Remaining Term to Maturity    (in months)(2)	111
Weighted Average U/W NCF Debt Service Coverage Ratio(3)	1.60x
Weighted Average Cut-off Date Loan-to-Value Ratio(3)	63.7%
Weighted Average Cut-off Date U/W NOI Debt Yield(3)	11.5%

(1)	Subject to a permitted variance of plus or minus 5.0%.
(2)	Calculated with respect to an anticipated repayment date for 2 mortgage loans, representing approximately 5.4% of the outstanding pool balance as of the cut-off date.
(3)	In the case of 2 mortgage loans, representing approximately 18.8% of the outstanding pool balance as of the cut-off date, each with one or more pari passu companion loans that are not included in the issuing entity, the debt service coverage ratios, loan-to-value ratios and debt yields for each mortgage loan have been calculated based on the mortgage loan included in the trust and any related pari passu companion loans, without regard to any related subordinate companion loan.

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SUMMARY
	This summary highlights selected information from this prospectus supplement and does not include all of the relevant information you need to consider in making your investment decision.  You are advised to carefully read, and should rely solely on, the detailed information appearing elsewhere in this prospectus supplement and in the accompanying prospectus.
	Title of Certificates	COMM 2012-CCRE1 Commercial Mortgage Pass-Through Certificates.
	RELEVANT PARTIES AND DATES
	Issuing Entity	The issuing entity is COMM 2012-CCRE1 Mortgage Trust, a common law trust fund to be formed on the closing date under the laws of the State of New York pursuant to a pooling and servicing agreement by and among the depositor, the trustee, the certificate administrator, the operating advisor, the master servicer and the special servicer.  See “The Issuing Entity” in this prospectus supplement.
	Depositor	Deutsche Mortgage & Asset Receiving Corporation, a Delaware corporation.  Our principal offices are located at 60 Wall Street, New York, New York 10005.  Our telephone number is (212) 250-2500.  See “The Depositor” in this prospectus supplement and “The Depositor” in the prospectus.
	Sponsors	Cantor Commercial Real Estate Lending, L.P. and German American Capital Corporation each have acted as a sponsor with respect to the issuance of the certificates.  The sponsors are the entities that will organize and initiate the issuance of the certificates by transferring or causing the transfer of the mortgage loans to the depositor.  The depositor in turn will transfer the mortgage loans to the issuing entity and the issuing entity will issue the certificates.  See “The Sponsors, Mortgage Loan Sellers and Originators” in this prospectus supplement and “The Sponsor” in the accompanying prospectus.
	Mortgage Loan Sellers	Cantor Commercial Real Estate Lending, L.P., a sponsor and an affiliate of Cantor Fitzgerald & Co., an underwriter.
		German American Capital Corporation, a sponsor and an affiliate of Deutsche Bank Securities Inc., an underwriter, and of Deutsche Mortgage & Asset Receiving Corporation, the depositor.
		See “The Sponsors, Mortgage Loan Sellers and Originators” in this prospectus supplement.

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The number and total cut-off date principal balance of the mortgage loans that will be transferred to the depositor by the respective mortgage loan sellers are as follows:

Mortgage Loan Seller	Number of Mortgage Loans		Total Cut-off Date Principal Balance		% of Initial Outstanding Pool Balance
Cantor Commercial Real Estate Lending, L.P.		43	$	597,954,937		64.1	%
German American Capital Corporation		11		334,865,210		35.9	%
Total		54	$	932,820,147		100.0	%

Originators	Except as indicated in the following sentences, each mortgage loan seller or one of its affiliates originated each of the mortgage loans as to which it is acting as mortgage loan seller.
	The mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus supplement as RiverTown Crossings Mall, representing approximately 5.9% of the outstanding pool balance as of the cut-off date and as to which Cantor Commercial Real Estate Lending, L.P. is acting as mortgage loan seller, was originated by Column Financial, Inc. and acquired by Cantor Commercial Real Estate Lending, L.P.
	See “The Sponsors, Mortgage Loan Sellers and Originators” in this prospectus supplement.
Master Servicer	Wells Fargo Bank, National Association, a national banking association, will act as master servicer under the pooling and servicing agreement for this transaction.  See “The Servicers—The Master Servicer” in this prospectus supplement.  The principal west coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at 1901 Harrison Street, Oakland, California 94612.  The principal east coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at Duke Energy Center, 550 South Tryon Street, 14th Floor, MAC D1086-120, Charlotte, North Carolina 28202.
	The master servicer will be primarily responsible for servicing and administering, directly or through sub-servicers or primary servicers, the mortgage loans (other than with respect to any non-serviced mortgage loans that are part of loan combinations):  (a) as to which there is no default or reasonably foreseeable default that would give rise to a transfer of servicing to the special servicer; and (b) as to which any such default or reasonably foreseeable default has been corrected, including as part of a workout.  In addition, the master servicer will be the primary party responsible for making principal and interest advances and property advances under the pooling and servicing agreement with respect to the mortgage loans that it is servicing, subject in each case to a nonrecoverability determination.  The fee of the master servicer with respect to the mortgage loans will be payable monthly from amounts received in respect of interest on each mortgage loan serviced by the master servicer (prior to application of such interest payments to make payments on the certificates),

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	and will equal a rate per annum equal to the administrative fee rate set forth on Annex A-1 of this prospectus supplement for each mortgage loan (net of the trustee/certificate administrator fee rate and operating advisor fee rate) multiplied by the stated principal balance of the related mortgage loan calculated on the same accrual basis as the related mortgage loan.  The master servicer will also be entitled to receive income from investment of funds in certain accounts and certain fees paid by the borrowers.  See “The Servicers—The Master Servicer” and “The Pooling and Servicing Agreement—Servicing Compensation and Payment of Expenses” in this prospectus supplement.
	The Crossgates Mall mortgage loan will initially be serviced by the master servicer under the pooling and servicing agreement for this transaction.  After the securitization of the related pari passu companion loan designated as note A-1A, the Crossgates Mall mortgage loan will be serviced under, and by the master servicer designated in, the pooling and servicing agreement entered into in connection with that securitization.  The RiverTown Crossings Mall mortgage loan will be serviced by Bank of America, National Association pursuant to the pooling and servicing agreement related to the CFCRE Commercial Mortgage Trust 2011-C2 securitization.  The parties acting as master servicer with respect to each of (1) the Crossgates Mall mortgage loan after the securitization of the related pari passu companion loan designated as promissory note A-1A and (2) the RiverTown Crossings Mall mortgage loan, will each be entitled to receive a primary servicing fee under the related pooling and servicing agreement (which fee with respect to the RiverTown Crossings Mall mortgage loan will accrue at a rate equal to 0.07% per annum on an actual/360 basis), payable monthly from the related mortgage loan, prior to application of such interest to make payments on the certificates.  See “Description of the Mortgage Pool—Loan Combinations” and“The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this prospectus supplement.
Special Servicer	Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, will be responsible for the servicing and administration of the specially serviced loans and REO properties (other than with respect to any non-serviced mortgage loans that are part of loan combinations).  See “The Servicers—The Special Servicer” and “The Pooling and Servicing Agreement—Special Servicing” in this prospectus supplement.  Midland Loan Services was appointed to be the special servicer by Eightfold Real Estate Capital Fund II, L.P., which is expected to purchase the Class E, Class F, Class G and Class H certificates.  The principal servicing office of Midland Loan Services is located at 10851 Mastin Street, Building 82, Suite 300, Overland Park, Kansas 66210, and its telephone number is (913) 253-9000.
	The Crossgates Mall mortgage loan will initially be specially serviced by the special servicer under the pooling and servicing agreement for this transaction.  After the securitization of the related pari passu companion loan designated as note A-1A, the Crossgates Mall mortgage loan will be specially serviced under, and by the special servicer designated in, the pooling and

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servicing agreement entered into in connection with that securitization.  The RiverTown Crossings Mall mortgage loan will be specially serviced by LNR Partners, LLC pursuant to the pooling and servicing agreement related to the CFCRE Commercial Mortgage Trust 2011-C2 securitization.  See “Description of the Mortgage Pool—Loan Combinations” and“The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this prospectus supplement.

If the Crossgates Mall mortgage loan or the related pari passu companion loans become specially serviced prior to the securitization of the related pari passu companion loan designated as promissory note A-1A, the special servicer will be responsible for the servicing and administration of the Crossgates Mall loan combination and will be entitled to compensation as described under the pooling and servicing agreement and the related intercreditor agreement.  If the Crossgates Mall loan combination is being specially serviced when the related pari passu companion loan is securitized, the special servicer will be entitled to compensation for the period during which it acted as special servicer with respect to such loan combination, as well as all surviving indemnity and other rights in respect of such special servicing role.  See “Risk Factors—Risks Related to Conflicts of Interest—The Servicing of the Crossgates Mall Loan Combination Will Shift to Others” in this prospectus supplement.

The principal compensation to be paid to the special servicer in respect of its special servicing activities will be the special servicing fee, the workout fee and the liquidation fee.

The special servicing fee will equal 0.25% per annum of the stated principal balance of the related specially serviced loan (including any related serviced companion loans) or REO loan (or mortgage loan or any serviced loan combination as to which the related mortgaged property has become an REO property), and will be payable monthly.  The special servicing fee for each specially serviced loan will accrue on the same basis as interest accrues on such specially serviced loan.

The workout fee will generally be payable with respect to each specially serviced loan (including any related serviced companion loan) which has become a “corrected mortgage loan” (which will occur (i) with respect to a specially serviced loan as to which there has been a payment default, when the borrower has brought the mortgage loan current and thereafter made three consecutive full and timely monthly payments, including pursuant to any workout and (ii) with respect to any other specially serviced loan, when the related default is cured or the other circumstances pursuant to which it became a specially serviced loan cease to exist in the good faith judgment of the special servicer).  The workout fee will be payable out of each collection of interest and principal (including scheduled payments, prepayments, balloon payments, and payments at maturity) received on the related mortgage loan (or serviced loan combination, as applicable) for so long as it remains a corrected mortgage loan, in an amount equal to the lesser of (1) 1.0% of each such collection of interest and principal

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	and (2) $1,000,000 in the aggregate with respect to any particular workout of a specially serviced loan.
	A liquidation fee will generally be payable with respect to each specially serviced loan (including any related serviced companion loan) as to which the special servicer obtains a full or discounted payoff from the related borrower or which is repurchased by the related mortgage loan seller outside the applicable cure period and, except as otherwise described in this prospectus supplement, with respect to any specially serviced loan or REO property as to which the special servicer receives any liquidation proceeds.  The liquidation fee for each specially serviced loan will be payable from the related payment or proceeds in an amount equal to the lesser of (1) 1.0% of such payment or proceeds and (2) $1,000,000.
	Workout fees and liquidation fees paid by the issuing entity with respect to each mortgage loan or serviced loan combination will be subject to an aggregate cap per mortgage loan or serviced loan combination of $1,000,000 as described in “The Pooling and Servicing Agreement—Special Servicing—Special Servicing Compensation” in this prospectus supplement.  Any workout fees or liquidation fees paid to a predecessor or successor special servicer will not be taken into account in determining the cap.
	The special servicer will also be entitled to receive income from investment of funds in certain accounts and certain fees paid by the borrowers.
	The foregoing compensation to the special servicer may result in shortfalls in payments to certificateholders.  See “The Servicers—The Special Servicer” and “The Pooling and Servicing Agreement—Special Servicing—Special Servicing Compensation” in this prospectus supplement.
	The parties acting as special servicer with respect to each of (1) the Crossgates Mall mortgage loan after the securitization of the related pari passu companion loan designated as promissory note A-1A and (2) the RiverTown Crossings Mall mortgage loan, will also be entitled to receive similar, though not identical, special servicing compensation, in each case pursuant to the related pooling and servicing agreement.  See “Description of the Mortgage Pool—Loan Combinations” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this prospectus supplement.
Trustee	U.S. Bank National Association, a national banking association.  The corporate trust offices of U.S. Bank National Association are located at 190 South LaSalle Street, 7th floor, Chicago, Illinois 60603.  Following the transfer of the underlying mortgage loans into the issuing entity, the trustee, on behalf of the issuing entity, will become the mortgagee of record with respect to each mortgage loan transferred to the issuing entity (other than with respect to any non-serviced mortgage loans that are part of loan combinations).  In addition (subject to the terms of the pooling and servicing agreement), the trustee will be primarily responsible for back-up advancing.  See “The Trustee” in this prospectus supplement.

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	The initial mortgagee of record with respect to the Crossgates Mall mortgage loan will be U.S. Bank National Association.  After the securitization of the related pari passu companion loan designated as promissory note A-1A, the mortgagee of record with respect to the Crossgates Mall mortgage loan will be the trustee under the pooling and servicing agreement entered into in connection with such securitization.  The mortgagee of record with respect to the RiverTown Crossings Mall mortgage loan will be Citibank, N.A., as trustee under the pooling and servicing agreement related to the CFCRE Commercial Mortgage Trust 2011-C2 securitization.  See “Description of the Mortgage Pool—Loan Combinations” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this prospectus supplement.
Certificate Administrator and Custodian	Wells Fargo Bank, National Association, a national banking association.  The corporate trust offices of Wells Fargo Bank, National Association are located at 9062 Old Annapolis Road, Columbia, Maryland 21045, and the office designated for purposes of certificate transfers and exchanges is located at Wells Fargo Center, Sixth Street & Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attn:  COMM 2012-CCRE1 Mortgage Trust.  Wells Fargo Bank, National Association will also act as the master servicer under the pooling and servicing agreement.
	The certificate administrator will be responsible for:  (a) distributing payments to certificateholders, (b) delivering or otherwise making available certain reports to certificateholders and (c) in its capacity as 17g-5 information provider, making available certain information to rating agencies in accordance with Rule 17g-5 under the Securities Exchange Act of 1934.  In addition, the certificate administrator will have additional duties with respect to tax administration.  See “The Certificate Administrator and Custodian” in this prospectus supplement.
	The fees of the trustee, custodian and certificate administrator will be payable monthly from amounts received in respect of interest on each mortgage loan (prior to application of such interest payments to make payments on the certificates), and will be equal to, in the aggregate, 0.0049% per annum of the stated principal balance of the related mortgage loan calculated on the same accrual basis as the related mortgage loan. The certificate administrator will also be entitled to receive income from investment of funds in certain accounts maintained on behalf of the issuing entity.
Operating Advisor	Pentalpha Surveillance LLC, a Delaware limited liability company.
	With respect to each mortgage loan (other than any non-serviced mortgage loan or the Crossgates Mall mortgage loan), at any time during the period when a “Control Termination Event,” as described under “The Pooling and Servicing Agreement—The Directing Holder” in this prospectus supplement, has occurred and is continuing:
	(i)	the special servicer will be required to consult with the operating advisor with regard to certain major decisions

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		with respect to the mortgage loans to the extent described in this prospectus supplement and as set forth under the pooling and servicing agreement;
	(ii)	the operating advisor will be required to review certain operational activities related to specially serviced loans in general on a platform level basis; and
	(iii)	based on the operating advisor’s review of certain information described in this prospectus supplement, the operating advisor will be required to prepare an annual report (if any mortgage loans (other than any non-serviced mortgage loan or the Crossgates Mall mortgage loan) were specially serviced during the prior calendar year) to be provided to the trustee, the rating agencies and the certificate administrator (and made available through the certificate administrator’s website) setting forth its assessment of the special servicer’s performance of its duties under the pooling and servicing agreement on a platform-level basis with respect to the resolution and liquidation of specially serviced loans.
	With respect to each mortgage loan (other than any non-serviced mortgage loan or the Crossgates Mall mortgage loan), after the occurrence and continuance of a “Consultation Termination Event,” as described under “The Pooling and Servicing Agreement—The Directing Holder” in this prospectus supplement, if the operating advisor determines the special servicer is not performing its duties as required under the pooling and servicing agreement or is otherwise not acting in accordance with the servicing standard, the operating advisor may recommend the replacement of the special servicer as described under “The Servicers—Replacement of the Special Servicer” in this prospectus supplement.
	The operating advisor is entitled to a fee payable on each distribution date, calculated based on the outstanding principal balance of each mortgage loan in the issuing entity (other than any non-serviced mortgage loan or the Crossgates Mall mortgage loan) and the operating advisor fee rate of 0.00216% per annum calculated on the same accrual basis as the related mortgage loan.
	For additional information regarding the responsibilities of the operating advisor, see “The Pooling and Servicing Agreement—The Operating Advisor,” and “The Operating Advisor” in this prospectus supplement.
Significant Obligors	The mortgaged property identified on Annex A-1 to this prospectus supplement as Crossgates Mall secures a mortgage loan that represents approximately 12.9% of the outstanding pool balance as of the cut-off date.See “Description of the Mortgage Pool—Significant Obligors” in this prospectus supplement.
The Directing Holder	With respect to each mortgage loan, other than a mortgage loan that is part of a loan combination, the directing holder will be the controlling class certificateholder (or a representative thereof)

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	selected by more than 50% of the controlling class certificateholders, by certificate balance, as certified by the certificate registrar from time to time as provided for in the pooling and servicing agreement.  With respect to each mortgage loan that is part of a loan combination, the directing holder will be as specified in the definition of “Directing Holder” as set forth in “The Pooling and Servicing Agreement—The Directing Holder” in this prospectus supplement.
	The controlling class is the most subordinate of the Class E, Class F, Class G and Class H certificates then outstanding that has an outstanding certificate balance (as reduced or notionally reduced by any realized losses and any appraisal reduction amounts allocable to such class) that is equal to or greater than 25% of the initial certificate balance of that class.  No other class of certificates will be eligible to act as the controlling class or appoint a directing holder.
	For so long as at least one of the Class E, Class F, Class G and Class H certificates has an outstanding certificate balance (as reduced or notionally reduced by any realized losses and any appraisal reduction amounts allocable to such class) that is equal to or greater than 25% of the initial certificate balance of that class, the directing holder will have certain consent and consultation rights under the pooling and servicing agreement under certain circumstances.
	At any time a “control termination event” has occurred and is continuing (i.e., when no class of the Class E, Class F, Class G and Class H certificates has an outstanding certificate balance (as reduced or notionally reduced by any realized losses and any appraisal reduction amounts allocable to such class) that is equal to or greater than 25% of the initial certificate balance of that class), the consent rights of the directing holder will terminate, and the directing holder will retain consultation rights under the pooling and servicing agreement under certain circumstances.
	At any time a “consultation termination event” has occurred and is continuing (i.e., when no class of the Class E, Class F, Class G and Class H certificates has an outstanding certificate balance (as reduced by any realized losses (but without regard to appraisal reduction amounts) allocable to such class) that is equal to or greater than 25% of the initial certificate balance of that class), all of the rights of the directing holder will terminate.  See “The Pooling and Servicing Agreement—The Directing Holder” in this prospectus supplement.
	It is anticipated that Eightfold Real Estate Capital Fund II, L.P.will be the initial directing holder with respect to each mortgage loan (other than any non-serviced mortgage loan).
Underwriters	Deutsche Bank Securities Inc., Cantor Fitzgerald & Co. and CastleOak Securities, L.P. are the underwriters.  Deutsche Bank Securities Inc. is an affiliate of German American Capital Corporation, a sponsor and mortgage loan seller, and Deutsche Mortgage & Asset Receiving Corporation, the depositor.  Cantor Fitzgerald & Co. and CastleOak Securities, L.P., two of the

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	underwriters, are affiliates of Cantor Commercial Real Estate Lending, L.P., a sponsor and mortgage loan seller.  The underwriters are required to purchase the certificates offered in this prospectus supplement from the depositor (in the amounts set forth under the heading “Method of Distribution (Underwriter Conflicts of Interest)” in this prospectus supplement), subject to certain conditions.
Affiliates and Other Relationships	All the shares of capital stock of Deutsche Mortgage & Asset Receiving Corporation, which is the depositor, are held by DB U.S. Financial Markets Holding Corporation.
	German American Capital Corporation, a sponsor and mortgage loan seller, Deutsche Bank Securities Inc., an underwriter, and Deutsche Mortgage & Asset Receiving Corporation, the depositor, are affiliates of each other.
	Cantor Commercial Real Estate Lending, L.P., a sponsor and mortgage loan seller, and Cantor Fitzgerald & Co. and CastleOak Securities, L.P., two of the underwriters, are affiliates of each other.
	Wells Fargo Bank, National Association, the master servicer under the pooling and servicing agreement, is also acting as the certificate administrator under the pooling and servicing agreement.
	Pursuant to certain interim servicing agreements between Cantor Commercial Real Estate Lending, L.P. and certain of its affiliates, on the one hand, and Midland Loan Services, a Division of PNC Bank, National Association or Wells Fargo Bank, National Association, on the other hand, Midland Loan Services, a Division of PNC Bank, National Association or Wells Fargo Bank, National Association acts as interim servicer with respect to certain of the mortgage loans owned from time to time by Cantor Commercial Real Estate Lending, L.P. and those affiliates thereof, including, prior to their inclusion in the issuing entity, 35 and 6, respectively, of the mortgage loans to be contributed to this securitization by Cantor Commercial Real Estate Lending, L.P., representing approximately 47.3% and 10.5%, respectively, of the outstanding pool balance as of the cut-off date.  Pursuant to certain interim servicing agreements between German American Capital Corporation and certain of its affiliates, on the one hand, and, Midland Loan Services, a Division of PNC Bank, National Association or Wells Fargo Bank, National Association on the other hand, Midland Loan Services, a Division of PNC Bank, National Association or Wells Fargo Bank, National Association acts as interim servicer with respect to certain of the mortgage loans owned from time to time by German American Capital Corporation and those affiliates thereof, including, prior to their inclusion in the issuing entity, 3 and 4, respectively, of the mortgage loans to be contributed to this securitization by German American Capital Corporation, representing approximately 11.3% and 21.4%, respectively, of the outstanding pool balance as of the cut-off date.

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	Deutsche Bank AG, Cayman Islands Branch (an affiliate of German American Capital Corporation, a sponsor and mortgage loan seller, Deutsche Bank Securities Inc., an underwriter, and Deutsche Mortgage & Asset Receiving Corporation, the depositor) and certain other third party lenders provide warehouse financing to certain affiliates of Cantor Commercial Real Estate Lending, L.P. through various repurchase facilities.  Certain of the mortgage loans that Cantor Commercial Real Estate Lending, L.P. will transfer to the depositor were subject to a repurchase facility with a third party lender.  Proceeds received by Cantor Commercial Real Estate Lending, L.P.  in connection with the contribution of mortgage loans to this securitization transaction will be applied, among other things, to reacquire the financed mortgage loans and make payments to the repurchase agreement counterparties.
	These roles and other potential relationships may give rise to conflicts of interest as further described under “Risk Factors—Risks Related to Conflicts of Interest” in this prospectus supplement.
SIGNIFICANT DATES, PERIODS AND EVENTS
Cut-off Date	With respect to each mortgage loan, the later of the related due date of such mortgage loan in May 2012 and the date of origination of each mortgage loan.
Closing Date	On or about May 30, 2012.
Distribution Date	The fourth business day following the determination date in each month, commencing in June 2012.  The initial distribution date will be June 15, 2012.
Record Date	With respect to any distribution date, the close of business on the last business day of the preceding month.
Determination Date	The eleventh day of each month, or if such eleventh day is not a business day, the following business day, commencing in June 2012.
Collection Period	With respect to any distribution date, the period that begins immediately following the determination date in the calendar month preceding the month in which that distribution date occurs (or, in the case of the initial distribution date, immediately following the cut-off date) and ends on the determination date in the calendar month in which that distribution date occurs.
Interest Accrual Period	With respect to any distribution date and each class of certificates (other than the Class V, Class LR and Class R certificates), the calendar month immediately preceding the month in which the distribution date occurs.  Calculations of interest due in respect of each class of certificates (other than the Class V, Class LR and Class R certificates) will be made on the basis of a 360-day year consisting of twelve 30-day months.

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CERTIFICATES OFFERED
General	The depositor is offering hereby the following 8 classes of COMM 2012-CCRE1 Commercial Mortgage Pass-Through Certificates:
	•	Class A-1
	•	Class A-2
	•	Class A-3
	•	Class A-SB
	•	Class X-A
	•	Class A-M
	•	Class B
	•	Class C
	The trust to be created by the depositor will consist of a total of 17 classes, the following 9 of which are not being offered through this prospectus supplement and the accompanying prospectus: Class X-B, Class D, Class E, Class F, Class G, Class H, Class V, Class R and Class LR.
	The certificates will represent beneficial ownership interests in the issuing entity.  The issuing entity’s assets will primarily consist of 54 fixed-rate mortgage loans.  The mortgage loans are secured by first liens on 76 commercial and multifamily properties.
Certificate Balances	The offered certificates have the approximate initial certificate balances or notional balances, as applicable, set forth below, subject to a permitted variance of plus or minus 5.0%.

Class A-1	$	54,970,000
Class A-2	$	116,746,000
Class A-3	$	409,198,000
Class A-SB	$	72,060,000
Class X-A	$	748,588,000
Class A-M	$	95,614,000
Class B	$	43,143,000
Class C	$	32,648,000

The certificates that are not offered in this prospectus supplement (other than the Class V, Class R and Class LR certificates) will have the initial aggregate certificate balance or notional balance, as applicable, as set forth under “Executive Summary—Certificates” in this prospectus supplement.

The Class X-A and Class X-B certificates will not have a principal balance or entitle their holders to distributions of principal.  The Class X-A and Class X-B certificates will represent the right to receive distributions of interest accrued as described in this prospectus supplement on a notional balance.

The notional balance of the Class X-A certificates will equal the aggregate certificate balance of each of the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-M certificates outstanding from

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	time to time.  The total initial notional balance of the Class X-A certificates will be approximately $748,588,000.
	The notional balance of the Class X-B certificates will equal the aggregate certificate balance of each of the Class B, Class C, Class D, Class E, Class F, Class G and Class H certificates outstanding from time to time.  The total initial notional balance of the Class X-B certificates will be approximately $184,232,147.
Pass-Through Rates	Each class of the certificates (other than the Class V, Class R and Class LR certificates) will accrue interest at an annual rate called a pass-through rate which is set forth or otherwise described below:
	•	The pass-through rates applicable to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-M and Class B certificates will be fixed at 1.116%, 2.350%, 3.391%, 3.053%, 3.912% and 4.612%, respectively.  The pass-through rate applicable to the Class C, Class D and Class E certificates will at all times equal the weighted average of the net interest rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which the related distribution date occurs.  The pass-through rates applicable to the Class F, Class G and Class H certificates will each be fixed at 2.462%.
	•	The pass-through rate for the initial distribution date applicable to the (i) Class X-A certificates will equal approximately 2.451% per annum and (ii) Class X-B certificates will equal approximately 1.156% per annum.
	•	The pass-through rate for each of the Class X-A and Class X-B certificates for any distribution date will equal the weighted average of the respective strip rates, which we refer to as Class X-A strip rates and Class X-B strip rates, respectively, at which interest accrues from time to time on the respective components of the notional balance of the Class X-A certificates and Class X-B certificates, respectively, outstanding immediately prior to the related distribution date, with the relevant weighting to be done based upon the relative sizes of those components.  Each of the components of the Class X-A certificates will have a component notional balance that corresponds to the certificate balance of the Class A-1, Class A-2, Class A-3, Class A-SB or Class A-M certificates, respectively.  Each of the components of the Class X-B certificates will have a component notional balance that corresponds to the certificate balance of the Class B, Class C, Class D, Class E, Class F, Class G or Class H certificates, respectively.  For purposes of the accrual of interest on the Class X-A and Class X-B certificates for each distribution date, the applicable Class X-A strip rate or Class X-B strip rate, as applicable, with respect to each such component for each such interest accrual period will equal the excess, if any, of (a) the weighted average net mortgage rate for such interest accrual period (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the pass-through rate in effect during such interest

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		accrual period for the class of certificates corresponding to such component.
	•	For a more detailed discussion of the Class X-A strip rates and the Class X-B strip rates and the pass-through rates applicable to the Class X-A and Class X-B certificates, see “Description of the Offered Certificates—Distributions” in this prospectus supplement.
	•	The Class V, Class R and Class LR certificates will not have pass-through rates.  See “Description of the Offered Certificates—Distributions—Method, Timing and Amount” and “—Payment Priorities” in this prospectus supplement.
	See “Description of the Offered Certificates—Distributions” in this prospectus supplement.
Assumed Final Distribution Date	The assumed final distribution dates of the offered certificates are set forth below.  Such dates were calculated based on numerous assumptions as described in this prospectus supplement under “Description of the Offered Certificates—Distributions—Assumed Final Distribution Date.”  Accordingly, if those assumptions prove to be inaccurate, the actual final distribution date for one or more classes of the offered certificates may be earlier or later, and could be substantially earlier or later, than the related assumed final distribution date(s).

Class	Assumed Final Distribution Date
Class A-1	January 2017
Class A-2	May 2017
Class A-3	May 2022
Class A-SB	January 2022
Class X-A	May 2022
Class A-M	May 2022
Class B	May 2022
Class C	May 2022

Distributions	On each distribution date, you will be entitled to receive interest and principal distributions in respect each class of certificates, other than the Class V, Class LR and Class R certificates, from available funds in an amount equal to your certificate’s interest and/or principal entitlement, subject to:
	(i)	payment of the respective interest entitlement for any class of certificates bearing an earlier alphabetical designation, except in respect of the distribution of interest among the Class A-1, Class A-2, Class A-3, Class A-SB, Class X-A and Class X-B certificates, which will have the same senior priority, and
	(ii)	if applicable, payment of the respective principal entitlement for such distribution date to outstanding classes of certificates having an earlier alphanumeric designation; provided, that the Class A-SB certificates have certain priority with respect to reducing the

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		principal balance of those certificates to their planned principal balance, as described in this prospectus supplement.
	A description of the principal and interest entitlement of each class of certificates offered in this prospectus supplement for each distribution date can be found in “Description of the Offered Certificates—Distributions—Method, Timing and Amount,” “—Payment Priorities” and “—Distribution of Available Funds” in this prospectus supplement.
	The Class V certificates will not be entitled to distributions of interest or principal other than excess interest accruing on an anticipated repayment date loan.  Neither of the Class X-A nor Class X-B certificates will be entitled to any distributions of principal.
	The Class LR and Class R certificates will not be entitled to distributions of interest or principal.
Prepayment Premiums; Yield Maintenance Charges	Prepayment premiums and yield maintenance charges will be allocated as described in “Description of the Offered Certificates—Prepayment Premiums and Yield Maintenance Charges” in this prospectus supplement.
Prepayment and Yield Considerations	The yield to investors will be sensitive to the timing of prepayments, repurchases or purchases of mortgage loans and the magnitude of losses on the mortgage loans due to liquidations.  The yield to maturity on each class of certificates offered in this prospectus supplement will be sensitive to the rate and timing of principal payments (including both voluntary and involuntary prepayments, defaults and liquidations) on the mortgage loans and payments with respect to repurchases thereof that are applied in reduction of the certificate balance of that class.  See “Risk Factors—Risks Related to the Offered Certificates,” “—Risks Related to Prepayments and Repurchases of Mortgage Loans” and “—Yield Considerations” and “Yield and Maturity Considerations” in this prospectus supplement and “Yield and Maturity Considerations” in the accompanying prospectus.
Subordination; Allocation of Losses and Certain Expenses	The chart below illustrates the manner in which the rights of various classes (other than the Class V, the Class R and the Class LR certificates) will be senior to the rights of other classes.  This subordination will be effected in two ways:  (i) entitlement to receive principal and interest on any distribution date is in descending order and (ii) mortgage loan losses are allocated in ascending order.  However, no principal payments or principal losses will be allocated to the Class X-A or Class X-B certificates, although mortgage loan losses that reduce the certificate balance of a class of certificates comprising a component of the notional balance of any of the Class X-A or Class X-B certificates will reduce the notional balances of the Class X-A or Class X-B certificates and, therefore, the amount of interest those classes accrue.

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Class A-1, Class A-2, Class A-3, Class A-SB(1), Class X-A(2) and Class X-B(2) certificates

Class A-M certificates

Class B certificates

Class C certificates

Class D certificates

Class E certificates

Class F certificates

Class G certificates

Class H certificates

(1)	The Class A-SB Certificates have certain priority with respect to reducing the principal balance of those certificates to their planned principal balance, as described in this prospectus supplement.
(2)	The Class X-A and Class X-B certificates are interest-only certificates.
No other form of credit enhancement will be available for the benefit of the holders of the certificates offered in this prospectus supplement.
In certain circumstances, shortfalls in mortgage loan interest that are the result of the timing of prepayments and that are in excess of the sum of (x) all or a portion of the servicing fee payable to the master servicer and (y) the amount of mortgage loan interest (exclusive of excess interest) that accrues and is collected with respect to any principal prepayment that is made after the date on which interest is due will be allocated to, and be deemed distributed to, each class of certificates (other than the Class V, Class R and Class LR certificates), pro rata, based upon amounts distributable in respect of interest to each class.  See “Description of the Offered Certificates—Distributions—Prepayment Interest Shortfalls” in this prospectus supplement.

Shortfalls in Mortgage Pool Available Funds	The following types of shortfalls in available funds will be allocated in the same manner as mortgage loan losses:
	•	shortfalls resulting from additional servicing compensation which the master servicer or the special servicer is entitled to receive;
	•	shortfalls resulting from interest on advances made by the master servicer, the special servicer or the trustee (to the extent not covered by default interest and late payment fees paid by the related borrower that are not paid to the master servicer or the special servicer as compensation);
	•	shortfalls resulting from unanticipated expenses of the issuing entity (including, but not limited to, expenses relating to environmental assessments, appraisals, any administrative or judicial proceeding, management of REO properties,

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		maintenance of insurance policies, and permissible indemnification); and
	•	shortfalls resulting from a reduction of a mortgage loan’s interest rate by a bankruptcy court or from other unanticipated or default-related expenses of the issuing entity.
Advances
A.  General	The master servicer is required to advance delinquent monthly payments on a mortgage loan if the master servicer determines that the advance (and interest on that advance) will be recoverable from proceeds of the related mortgage loan.  A principal and interest advance will generally equal the delinquent portion of the monthly payment (other than a final “balloon” payment that may be due at the related maturity).  The master servicer will not be required to advance interest in excess of a mortgage loan’s regular interest rate (i.e., not including any default rate or any excess interest accruing on an anticipated repayment date loan).  The master servicer is also not required to advance, among other things, prepayment premiums or yield maintenance charges, or balloon payments.  If an advance is made, the master servicer will defer (rather than advance) its servicing fees, but will advance the trustee/certificate administrator’s fees and the operating advisor’s fees.  Neither the master servicer nor the trustee will be required to make a principal and interest advance on any companion loan.  In addition, neither the master servicer nor the trustee will make an advance if the special servicer determines that such advance is not recoverable from proceeds of the related mortgage loan.
	If a borrower fails to pay amounts due on the maturity date of the related mortgage loan, the master servicer will be required, on and after such date and until final liquidation of that mortgage loan, to advance only an amount equal to the interest (at the mortgage loan’s regular interest rate, as described above) and principal portion of the monthly payment due immediately prior to the maturity date, as may be reduced by applicable appraisal reduction events as described in this prospectus supplement, subject to a recoverability determination.  The master servicer will also be obligated (subject to the limitations described in this prospectus supplement and except with respect to any non-serviced mortgage loans, with respect to which advances will be made as described under “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this prospectus supplement (see also “Description of the Mortgage Pool—Loan Combinations—The Crossgates Mall Loan Combination—Advancing”)) to make advances to pay delinquent real estate taxes, assessments and hazard insurance premiums and to cover other similar costs and expenses necessary to preserve the priority of the related mortgage, enforce the terms of any mortgage loan or to protect, manage and maintain each related mortgaged property.  The master servicer will not be required to make an advance to the extent that it has received written notice that the special servicer determines that such advance would not be ultimately recoverable from collections on the related mortgage loan.

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	If the master servicer fails to make any required advance, the trustee will be required to make the advance.  The obligation of the master servicer and the trustee to make an advance will also be subject to a determination of non-recoverability.  The trustee will be entitled to conclusively rely on the determination of non-recoverability made by the master servicer or the special servicer.  The master servicer will be entitled to conclusively rely on any determination of non-recoverability made by a servicer of a pari passu companion loan if such companion loan has been securitized in a securitization rated by one or more nationally recognized statistical rating organizations and such servicer is an “approved servicer” by the rating agency rating the related offered certificates.
	Principal and interest advances are intended to maintain a regular flow of scheduled interest and principal payments to the certificateholders and are not intended to guarantee or insure against losses.  Generally, advances that cannot be reimbursed out of collections on, or in respect of, the related mortgage loans will be reimbursed directly from any other collections on the mortgage loans as provided in this prospectus supplement and thus will cause losses to be borne by certificateholders in the priority specified in this prospectus supplement.  The master servicer and the trustee will be entitled to interest on any advances made.  This interest will accrue at the rate and is payable under the circumstances described in this prospectus supplement.  Interest accrued on outstanding advances may result in reductions in amounts otherwise available for payment on the certificates.
	See “The Pooling and Servicing Agreement—Advances” in this prospectus supplement.
B.  Appraisal Reduction Event	Certain adverse events affecting a mortgage loan (other than a non-serviced mortgage loan) or any serviced loan combination, called appraisal reduction events, will require the special servicer to obtain a new appraisal (or, with respect to mortgage loans or serviced loan combinations having a principal balance under $2,000,000, at the special servicer’s option, an estimate of value prepared by the special servicer or an appraisal of the related mortgaged property).  Based on the appraised value in such appraisal, it may be necessary to calculate an appraisal reduction amount.  The amount of interest required to be advanced in respect of a mortgage loan that has been subject to an appraisal reduction event will equal the product of (a) the amount that would be required to be advanced without giving effect to such appraisal reduction event and (b) a fraction, the numerator of which is the stated principal balance of the mortgage loan less any appraisal reduction amounts allocable to such mortgage loan and the denominator of which is the stated principal balance.  Due to the payment priorities described above, this will reduce the funds available to pay interest on the most subordinate class or classes of certificates then outstanding. The Crossgates Mall mortgage loan and the RiverTown Crossings Mall mortgage loan are subject to provisions in the applicable pooling and servicing agreement under which it is serviced relating

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	to appraisal reductions that are substantially similar but not identical to the provisions set forth above.  The existence of an appraisal reduction in respect of the Crossgates Mall mortgage loan or the RiverTown Crossings Mall mortgage loan will proportionately reduce the master servicer’s or the trustee’s obligation to make principal and interest advances on such mortgage loan under the pooling and servicing agreement for this transaction. See “Description of the Mortgage Pool—Loan Combinations” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this prospectus supplement.
THE MORTGAGE POOL
Characteristics of the Mortgage Pool
A.  General	For a more complete description of the mortgage loans, see the following sections in this prospectus supplement:
	•	Description of the Mortgage Pool;
	•	Annex A-1 (Certain Characteristics of the Mortgage Loans);
	•	Annex A-2 (Certain Pool Characteristics of the Mortgage Loans and Mortgaged Properties); and
	•	Annex B (Description of the Top 20 Mortgage Loans).
	All numerical information provided in this prospectus supplement with respect to the mortgage loans is approximate.  All weighted average information regarding the mortgage loans reflects weighting of the mortgage loans by their respective principal balances as of the cut-off date.  For purposes of calculating the respective outstanding principal balances of the mortgage loans as of the cut-off date, it was assumed that all scheduled payments of principal due with respect to the mortgage loans on the cut-off date are timely made.
	When information with respect to mortgaged properties is presented as of the cut-off date and is expressed as a percentage of the initial outstanding pool balance, the percentages are based upon the outstanding principal balance as of the cut-off date of the related mortgage loan or allocated asset amount attributed to such mortgaged property.
	All information presented in this prospectus supplement with respect to a mortgage loan with a companion loan is calculated with regard to the related companion loan unless otherwise indicated. See “Description of the Mortgage Pool—Loan Combinations” in this prospectus supplement for more information regarding the aggregate loan-to-value ratio, debt service coverage ratio and debt yield for a mortgage loan with a companion loan. The information in the following chart is presented as of the cut-off date, unless otherwise indicated.  The information contained in the footnotes to the chart below is applicable throughout this prospectus supplement, unless otherwise indicated.

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	All Mortgage Loans
Number of Mortgage Loans	54
Number of Mortgaged Properties	76
Number of Balloon Mortgage Loans(1)	40
Number of Interest-Only Mortgage Loans	1
Number of Partial Interest-Only Mortgage Loans(2)	13
Aggregate Principal Balance	$932,820,147
Range of Mortgage Loan Principal Balances
Minimum Mortgage Loan Balance	$1,592,846
Maximum Mortgage Loan Balance	$120,000,000
Average Mortgage Loan Principal Balance	$17,274,447
Range of Mortgage Rates
Minimum Mortgage Rate	4.707%
Maximum Mortgage Rate	6.605%
Weighted Average Mortgage Rate	5.416%
Range of Remaining Terms to Maturity(3)
Minimum Remaining Term(3)	56 months
Maximum Remaining Term(3)	120 months
Weighted Average Remaining Terms to Maturity(3)	111 months
Range of Remaining Amortization Terms(4)
Minimum Remaining Amortization Term(4)	216 months
Maximum Remaining Amortization Term(4)	360 months
Weighted Average Remaining Amortization Term(4)	350 months
Range of Cut-off Date Loan-to-Value Ratios(5)
Minimum Cut-off Date Loan-to-Value Ratio(5)	42.1%
Maximum Cut-off Date Loan-to-Value Ratio(5)	79.3%
Weighted Average Cut-off Date Loan-to-Value Ratio(5)	63.7%
Range of U/W NCF Debt Service Coverage Ratios(5)(6)
Minimum U/W NCF Debt Service Coverage Ratio(5)(6)	1.14x
Maximum U/W NCF Debt Service Coverage Ratio(5)(6)	2.52x
Weighted Average U/W NCF Debt Service Coverage Ratio(5)(6)	1.60x
Range of U/W NOI Debt Yields(5)
Minimum U/W NOI Debt Yield(5)	8.7%
Maximum U/W NOI Debt Yield(5)	19.9%
Weighted Average U/W NOI Debt Yield(5)	11.5%

(1)	Does not include interest-only mortgage loans or partial interest-only mortgage loans.  Includes 2 anticipated repayment date mortgage loans, representing approximately 5.4% of the outstanding pool balance as of the cut-off date.
(2)	13 mortgage loans, representing approximately 19.9% of the outstanding pool balance as of the cut-off date, have a partial interest-only period.  The interest-only period for such mortgage loans ranges from 9 months to 60 months following the cut-off date.
(3)	Calculated with respect to an anticipated repayment date for 2 mortgage loans, representing approximately 5.4% of the outstanding pool balance as of the cut-off date.
(4)	Excludes 1 mortgage loan, representing approximately 4.3% of the outstanding pool balance as of the cut-off date, which pays interest-only until its maturity date.
(5)	In the case of 2 mortgage loans, representing approximately 18.8% of the outstanding pool balance as of the cut-off date, each with one or more pari passu companion loans that are not included in the issuing entity, the debt service coverage ratios, loan-to-value ratios and debt yields for each mortgage loan have been calculated based on the mortgage loan included in the trust and any related pari passu companion loans, without regard to any related subordinate companion loan.
(6)	Annual debt service, monthly debt service and the debt service coverage ratios are calculated using the average of the principal and interest payments for the first twelve payment periods of the mortgage loan following cut-off date (but without regard to any leap year adjustments), provided that (i) in the case of a mortgage loan that provides for interest-only payments through maturity (or its anticipated repayment date), such items are calculated based on the interest payments scheduled to be due on the due date following the cut-off date and the 11 due dates thereafter for such mortgage loan, (ii) in the case of a mortgage loan that provides for an initial interest-only period that ends prior to maturity or the anticipated repayment date, as applicable, and provides for scheduled amortization payments thereafter, such items are calculated based on the monthly payment of principal and interest payable immediately following the expiration of the interest-only period, (iii) in the case of a mortgage loan with one or more related pari passu companion loans, debt service coverage ratios are calculated inclusive of such pari passu companion loans and (iv) in the case of the mortgaged property identified on Annex A-1 to this prospectus supplement as RiverTown Crossings Mall, annual debt service is equal to the sum of the first 12 scheduled payments after the cut-off date, the principal portions of which are described on Annex H to this prospectus supplement.

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B.  The Loan Combinations	The mortgaged properties securing the mortgage loans identified as Crossgates Mall and RiverTown Crossings Mall on Annex A-1 to this prospectus supplement also secure companion loans that are not included in the mortgage pool.
	The mortgaged property identified on Annex A-1 to this prospectus supplement as Crossgates Mall secures a mortgage loan with an outstanding principal balance as of the cut-off date of $120,000,000, representing approximately 12.9% of the outstanding pool balance as of the cut-off date, and is secured on a pari passu basis with two companion loans that have an aggregate outstanding principal balance as of the cut-off date of $180,000,000 and are not included in the mortgage pool.  The Crossgates Mall mortgage loan and related companion loans are pari passu in right of payment and are collectively referred to herein as the “Crossgates Mall Loan Combination.”  The Crossgates Mall pari passu companion loans may be sold or further divided at any time (subject to compliance with the terms of the related intercreditor agreement).  The Crossgates Mall pari passu companion loans are currently held by German American Capital Corporation and Ladder Capital Finance III LLC.  The Crossgates Mall Loan Combination will initially be serviced pursuant to the pooling and servicing agreement related to this transaction and the related intercreditor agreement.  After the securitization of the Crossgates Mall pari passu companion loan designated as promissory note A-1A, the Crossgates Mall Loan Combination will be serviced pursuant to the pooling and servicing agreement related to such other securitization and the related intercreditor agreement.  For additional information regarding the Crossgates Mall Loan Combination, see “Description of the Mortgage Pool—Loan Combinations—The Crossgates Mall Loan Combination” in this prospectus supplement.
	The mortgaged property identified on Annex A-1 to this prospectus supplement as RiverTown Crossings Mall secures a mortgage loan with an outstanding principal balance as of the cut-off date of $55,312,057, representing approximately 5.9% of the outstanding pool balance as of the cut-off date, and is secured on a pari passu basis with a companion loan that has an outstanding principal balance as of the cut-off date of $98,771,530 and is not included in the mortgage pool.  The RiverTown Crossings Mall mortgage loan and related companion loan are pari passu in right of payment and are collectively referred to herein as the “RiverTown Crossings Mall Loan Combination.”  The RiverTown Crossings Mall pari passu companion loan was deposited into the trust created in connection with the issuance of CFCRE Commercial Mortgage Trust 2011-C2, Commercial Mortgage Pass-Through Certificates, Series 2011-C2.  The RiverTown Crossings Mall Loan Combination will be serviced and administered by Bank of America, National Association, as master servicer, and LNR Partners, LLC, as special servicer, pursuant to the pooling and servicing agreement entered into in connection with the CFCRE Commercial Mortgage Trust 2011-C2 transaction.  For additional information regarding the RiverTown Crossings Mall Loan Combination, see “Description of the Mortgage Pool—Loan

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	Combinations—The RiverTown Crossings Mall Loan Combination” in this prospectus supplement.
C.  ARD Loans	Each mortgage loan identified on Annex A-1 to this prospectus supplement as an “ARD” loan provides that if the subject mortgage loan is not paid in full as of a specified date, referred to herein as an “anticipated repayment date,” then (i) the non-default rate at which interest accrues will increase, (ii) payment of the additional interest that accrues as a result of such increase in interest rate, together with compound interest thereon (to the extent permitted by applicable law), will be deferred until the principal balance of the subject mortgage loan is paid in full, and (iii) all excess cash flow generated by the related mortgaged property each month that remains after the payment of scheduled debt service and escrows and property expenses will be applied to pay down principal of the subject mortgage loan.  Failure to pay the principal amount of such mortgage loan on its anticipated repayment date will not constitute an event of default.
D.  Security for the Mortgage Loans	All of the mortgage loans will consist of mortgage loans secured by first liens on mortgaged properties.
E.  Nonrecourse	Substantially all of the mortgage loans are or should be considered nonrecourse obligations.  No mortgage loan will be insured or guaranteed by any governmental entity or private insurer, or by any other person.
F.  Fee Simple/Leasehold Estate	Each mortgage loan is secured by, among other things, a first mortgage lien on the fee simple estate in an income-producing real property, a fee simple estate in the land beneath an income producing property, or, in the case of certain mortgaged properties, either (a) a leasehold estate in a portion of the mortgaged property and a fee estate in a portion of the mortgaged property or (b) a leasehold (or subleasehold) estate in the mortgaged property and no mortgage on the related fee estate, as set forth below.

Interest of Borrower Encumbered	Number of Mortgaged Properties		% of Initial Outstanding  Pool Balance(1)
Fee Simple Estate(2)		74		97.0	%
Partial Fee Simple/Leasehold Estate		1		2.5	%
Leasehold Estate(3)		1		0.5	%
Total		76		100.0	%

(1)	Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for any mortgaged property that relates to a mortgage loan secured by more than one mortgaged property is based on allocated loan amounts (which amounts, if not specified in the related mortgage loan documents, are based on the appraised values and/or square footage of each mortgaged property and/or each mortgaged property’s underwritten net cash flow).
(2)	May include mortgaged properties constituting the borrower’s leasehold interest in the mortgaged property along with the corresponding fee interest of the ground lessor in such mortgaged property.
(3)	Includes one mortgage loan, representing approximately 0.5% of the outstanding pool balance as of the cut-off date, that is principally secured by a leasehold interest under a long-term space lease that expires in 2085.

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G.  Property Purpose The number of mortgaged properties, and the aggregate cut-off date balance and approximate percentage of the initial outstanding pool balance of the mortgage loans secured thereby, for each indicated purpose are:

Property Type	Number of Mortgaged Properties		Aggregate Cut-off Date  Balance(1)		% of Initial Outstanding Pool Balance(1)
Retail		21	$	414,240,981		44.4	%
Anchored(2)		15		372,734,569		40.0	%
Unanchored		6		41,506,412		4.4	%
Office		10		213,975,854		22.9	%
Suburban		6		125,336,320		13.4	%
Data Center		1		44,956,137		4.8	%
CBD		3		43,683,398		4.7	%
Mixed Use		3		86,425,633		9.3	%
Office/Retail		1		40,000,000		4.3	%
Office/Retail/Multifamily		1		23,425,633		2.5	%
Marina/Office/Warehouse		1		23,000,000		2.5	%
Multifamily		10		78,434,896		8.4	%
Hospitality		8		71,214,893		7.6	%
Self Storage		22		54,556,159		5.8	%
Industrial		2		13,971,732		1.5	%
Total/Weighted Average		76	$	932,820,147		100.0	%

	(1)	Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for any mortgaged property that relates to a mortgage loan secured by more than one mortgaged property is based on allocated loan amounts (which amounts, if not specified in the related mortgage loan documents, are based on the appraised value and/or square footage of each mortgaged property and/or each mortgaged property’s underwritten net cash flow).
	(2)	Includes single tenant and shadow anchored properties.
H.  Property Locations	The mortgaged properties are located in 25 separate states.  The table below shows the number of mortgaged properties, the aggregate principal balance of the related mortgage loans, and the percentage of initial outstanding pool balance secured by mortgaged properties that are located in the top jurisdictions that have concentrations of mortgaged properties of 5.0% or more (based on allocated loan amount as a percentage of the initial outstanding pool balance) as of the cut-off date:

State/Location	Number of Mortgaged Properties		Aggregate Cut-off  Date Balance(1)		% of Initial Outstanding Pool  Balance(1)
New York		12	$	199,944,766		21.4	%
California		13	$	176,958,791		19.0	%
Michigan		3	$	80,593,820		8.6	%
Maryland		5	$	73,704,448		7.9	%
Ohio		2	$	60,172,750		6.5	%
Nevada		3	$	59,112,563		6.3	%
Pennsylvania		2	$	57,556,137		6.2	%
North Carolina		3	$	48,891,492		5.2	%

(1)

Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for any mortgaged property that relates to a mortgage loan secured by more than one mortgaged property is based on allocated loan amounts (which amounts, if not specified in the related mortgage loan documents, are based on the appraised value and/or square footage of each mortgaged property and/or each mortgaged property’s underwritten net cash flow).

See “Description of the Mortgage Pool—Additional Mortgage Loan Information” in this prospectus supplement.

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I.  Due Dates Monthly payments of principal and/or interest on each mortgage loan are due as shown below with the indicated grace periods.

Due Date	Default Grace Period Days		Number of Mortgage Loans		% of Initial Outstanding Pool Balance
6th		0		12		41.8	%
9th		2		2		6.0	%
11th		0		40		52.2	%

As used in this prospectus supplement, “grace period” is the number of days before a payment default is an event of default under each mortgage loan.  The information in the table above is based on the related loan documents.  Certain jurisdictions may impose a statutorily longer grace period.  See Annex A-1 to this prospectus supplement for information on the number of days before a payment default is an event of default under each mortgage loan.

J.  Amortization Types

The mortgage loans have the amortization characteristics set forth in the following table:

Type of Amortization	Number of Mortgage Loans		Aggregate Cut-off Date Balance		% of Initial Outstanding Pool Balance
Amortizing Balloon(1)		38	$	656,532,255		70.4	%
Interest-Only, then Amortizing(2)		13		185,175,000		19.9	%
Amortizing Balloon, ARD		2		50,740,143		5.4	%
Interest-Only		1		40,372,750		4.3	%
Total		54	$	932,820,147		100.0	%

(1)	Does not include mortgage loans that are interest-only through the related maturity date, partial interest-only mortgage loans or the mortgage loans with an anticipated repayment date.
(2)	Includes 13 mortgage loans that pay interest-only for the first 9 to 60 scheduled payments after the cut-off date and thereafter provides for regularly scheduled payments of interest and principal based on an amortization period longer than the remaining term of such mortgage loan.  Such mortgage loan therefore has an expected balloon balance at the maturity date.

K.   Modified and       Refinanced Loans	As of the cut-off date, none of the mortgage loans were modified due to previous delinquencies or impending delinquencies or are refinancings of other mortgage loans that were previously delinquent and beyond their respective maturity dates.
L.  Properties Underwritten      Based on Projections of      Future Income	2 of the mortgage loans, representing approximately 1.9% of the outstanding pool balance as of the cut-off date, are secured in whole or in part by mortgaged properties that were recently acquired by the related borrowers within 2 calendar months of the cut-off date that, in each case either have no prior operating history or do not have historical financial information.
M.  Voluntary Prepayment       Provisions; Defeasance Loans	The mortgage loans have the following prepayment and/or defeasance characteristics following the related initial lockout period (which, with respect to the defeasance loans, is no less than 24 months following the closing date of the securitization), as described below:

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Defeasance and Prepayment

	Number of Mortgage Loans		Aggregate Cut-off Date Balance		% of Initial Outstanding Pool Balance
Defeasance(1)(2)		40	$	732,943,592		78.6	%
Lockout/Yield Maintenance		14		199,876,555		21.4	%
Total		54	$	932,820,147		100.0	%

(1)	All of the mortgage loans that permit defeasance prohibit defeasance until at least the second anniversary of the closing date.
(2)	Includes the mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus supplement as Crossgates Mall, representing approximately 12.9% of the outstanding pool balance as of the cut-off date.  Such mortgage loan allows a prepayment of the mortgage loan with the greater of the yield maintenance charge or prepayment premium (equal to 3%) after May 7, 2013 but prior to the expiration of the prepayment lock-out period if the lender thereunder rejects a qualified assumption of the mortgage loan in connection with a sale of the mortgaged property.  Also includes the mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus supplement as Citizen News Building, representing approximately 1.1% of the outstanding pool balance as of the cut-off date.  Such mortgage loan allows a partial prepayment with a yield maintenance premium in connection with a release of a portion of the mortgaged property.
All of the mortgage loans that permit voluntary prepayment or defeasance require that the prepayment or defeasance be made on the due date or, if on a different date, that any prepayment or defeasance be accompanied by the interest that would be due on the next due date.
Lock-Out Period for Yield Maintenance Loans

Each of the yield maintenance loans listed in the table below permits prepayment with a yield maintenance charge (which amount is at least 1% of the prepaid amount), in certain circumstances, following a lock-out period as indicated in the following table:

Mortgage Loan	Cut-off Date Principal Balance		% of Initial Outstanding Pool Balance			Lock-Out Period (months from Cut-off Date)
Creekside Plaza	$	55,000,000		5.9	%		12
Westgate Shopping Center	$	40,372,750		4.3	%		22
10912 & 10950 Washington Boulevard	$	29,936,320		3.2	%		16
Stone Creek Towne Center	$	19,800,000		2.1	%		24
1460 Macombs Road	$	9,800,000		1.1	%		24
Soundview & Rosedale Avenue	$	9,700,000		1.0	%		24
1230 Teller Avenue	$	6,968,623		0.7	%		24
2765 Kingsbridge Terrace	$	6,525,000		0.7	%		24
2012-2018 Broadway	$	5,000,000		0.5	%		49
2264 Creston Avenue	$	5,000,000		0.5	%		24
2773-2779 Briggs Avenue	$	4,550,000		0.5	%		24
Buffalo Storage	$	3,816,017		0.4	%		48
116 Henwood Place	$	1,815,000		0.2	%		24
2390 Creston Avenue	$	1,592,846		0.2	%		24

The mortgage loans that are subject to yield maintenance provisions generally permit voluntary prepayment without the payment of any penalty on the last 3 to 4 scheduled payment dates (through and including the maturity date or the Anticipated Repayment Date).

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N. Certain Variances from      Underwriting Standards	The mortgage loans Cantor Commercial Real Estate Lending, L.P. is selling to the depositor were originated (or, in the case of the mortgage loan originated by Column Financial, Inc. and acquired by Cantor Commercial Real Estate Lending, L.P., acquired by Cantor Commercial Real Estate Lending, L.P.and re-underwritten) in accordance with Cantor Commercial Real Estate Lending, L.P.’s underwriting standards, as set forth under “The Sponsors, Mortgage Loan Sellers and Originators—Cantor Commercial Real Estate Lending, L.P.—CCRE Lending’s Underwriting Standards” in this prospectus supplement, except as described under “—CCRE Lending’s Underwriting Standards—Exceptions.”
	The mortgage loans German American Capital Corporation is selling to the depositor were originated in accordance with German American Capital Corporation’s underwriting standards, as set forth under “The Sponsors, Mortgage Loan Sellers and Originators—German American Capital Corporation—GACC’s Underwriting Standards” in this prospectus supplement, except as described under “—GACC’s Underwriting Standards—Exceptions.”
O. Mortgage Loans with      Related Borrowers	5 groups of mortgage loans have related borrowers that are affiliated with one another through partial or complete direct or indirect common ownership, with the top 3 groups representing approximately 6.5%, 5.4% and 3.1%, respectively, of the outstanding pool balance as of the cut-off date.  The foregoing is in addition to any particular mortgage loan that has multiple affiliated borrowers.
P. Significant Mortgage Loans
Ten Largest Mortgage Loans

Mortgage Loan	Cut-off Date Balance		% of Initial Outstanding Pool Balance			Mortgage Rate			Remaining  Term(1)		U/W NCF  DSCR(2)			Cut-off  Date  LTV(2)			LTV Ratio at  Maturity or ARD(2)			Cut-off Date U/W NOI Debt  Yield(2)
Crossgates Mall	$	120,000,000		12.9	%		5.3980	%		120		1.35	x		63.8	%		53.2	%		9.5	%
RiverTown Crossings Mall	$	55,312,057		5.9	%		5.1883	%		109		1.69	x		60.9	%		51.5	%		11.6	%
Creekside Plaza	$	55,000,000		5.9	%		4.9400	%		120		1.69	x		67.6	%		62.3	%		11.3	%
Tek Park Business Center	$	44,956,137		4.8	%		6.1100	%		59		1.67	x		67.4	%		63.2	%		13.3	%
Westgate Shopping Center	$	40,372,750		4.3	%		4.9355	%		118		2.10	x		54.3	%		54.3	%		11.1	%
Bradley Arlington	$	40,000,000		4.3	%		5.7250	%		119		1.39	x		67.6	%		59.5	%		10.2	%
New Hope Commons	$	34,919,760		3.7	%		4.9495	%		118		1.82	x		56.3	%		46.3	%		12.4	%
10912 & 10950 Washington Boulevard	$	29,936,320		3.2	%		5.3160	%		118		1.62	x		59.9	%		49.8	%		11.6	%
Crossroads Towne Center	$	29,500,000		3.2	%		5.9245	%		120		1.35	x		72.0	%		60.9	%		10.2	%
U-Haul Portfolio SAC 23	$	26,563,777		2.8	%		6.0490	%		119		1.60	x		69.6	%		59.2	%		12.1	%
Total/Wtd. Avg.	$	476,560,800		51.1	%		5.4071	%		112		1.59	x		63.8	%		55.7	%		11.0	%

(1)

In the case of the U-Haul Portfolio SAC 23 mortgage loan, the remaining term is through the anticipated repayment date.

(2)

In the case of the Crossgates Mall mortgage loan and the RiverTown Crossings Mall mortgage loan, collectively representing approximately 18.8% of the outstanding pool balance as of the cut-off date, each with one or more pari passu companion loans that are not included in the issuing entity, the debt service coverage ratios, loan-to-value ratios and debt yields for each mortgage loan have been calculated based on the mortgage loan included in the issuing entity and the related pari passu companion loans, but without regard to any related subordinate companion loan.

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	For a brief summary of the 20 largest mortgage loans (including the 10 such mortgage loans described above) in the pool of mortgage loans, see Annex B to this prospectus supplement.
ADDITIONAL CONSIDERATIONS
	See “Description of the Offered Certificates—Appraisal Reductions” in this prospectus supplement.
Optional Termination	On any distribution date on which the remaining aggregate principal balance of the mortgage loans is less than 1.0% of the aggregate principal balance of all of the mortgage loans as of the cut-off date, each of (i) the holder of the majority interest of the controlling class, (ii) the special servicer or (iii) the master servicer, in that order, may exercise an option to purchase all of the mortgage loans (including all property acquired through the exercise of remedies in respect of any mortgage loan).  Exercise of this option will effect the termination of the issuing entity and retirement of the then outstanding certificates.  If the Class A-1 through Class E certificates are no longer outstanding, the issuing entity could also be terminated in connection with an exchange by a sole remaining certificateholder of all the then outstanding certificates, excluding the Class V, Class R and Class LR certificates and, if the sole remaining certificateholder has taken only an assignment of the voting rights of the Class X-B certificates, the Class X-B certificates) for the mortgage loans and REO property remaining in the issuing entity, and the sole remaining certificateholder makes a payment to the certificate administrator and the master servicer as described under “The Pooling and Servicing Agreement—Optional Termination” in this prospectus supplement.
	See “The Pooling and Servicing Agreement—Optional Termination” in this prospectus supplement and “Description of Certificates—Termination” in the prospectus.
Repurchase Obligation	Each mortgage loan seller will make the representations and warranties set forth on Annex F to this prospectus supplement with respect to the mortgage loans sold by such mortgage loan seller.  If a mortgage loan seller has been notified of a breach of any of its representations and warranties or a defect in the documentation of any of the mortgage loans sold by it, which breach or defect materially and adversely affects the value of the subject mortgage loan, the value of the related mortgaged property or the interests of the trustee in the subject mortgage loan or the related mortgaged property, then that mortgage loan seller or an affiliate will be required to either cure the breach, repurchase the affected mortgage loan from the issuing entity, replace the affected mortgage loan with another mortgage loan or make a cash payment in lieu of such cure, repurchase or replacement as described under “The Pooling and Servicing Agreement—Representations and Warranties; Repurchase; Substitution” in this prospectus supplement.  If the related mortgage loan seller or its affiliate, as applicable, decides to repurchase the affected mortgage loan, the repurchase would have the same effect on the offered certificates as a prepayment in full of the affected mortgage

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	loan, except that the repurchase will not be accompanied by any prepayment premium or yield maintenance charge.
Sale of Defaulted Mortgage Loans and REO Properties	Pursuant to the pooling and servicing agreement, if the special servicer determines that it would be in the best interests of the certificateholders and, in the case of a serviced loan combination, the related serviced companion loan noteholders (as a collective whole as if such parties constituted a single lender), it will be required to solicit offers for defaulted mortgage loans (including with respect to any serviced loan combination, the related companion loan) and REO properties and accept the first (and, if multiple bids are contemporaneously received, the highest) cash bid from any person that constitutes a fair price for the defaulted mortgage loan or REO property, determined as described in “The Pooling and Servicing Agreement—Sale of Defaulted Mortgage Loans and REO Properties” in this prospectus supplement, unless the special servicer determines, in its reasonable and good faith judgment, that rejection of such offer would be in the best interests of the certificateholders and, in the case of any serviced loan combination, any related companion loan noteholder, as a collective whole as if such certificateholders and companion loan noteholder constituted a single lender.  See “The Pooling and Servicing Agreement—Sale of Defaulted Mortgage Loans and REO Properties” in this prospectus supplement.  In addition, the holder of a mezzanine loan generally have the right to purchase a defaulted mortgage loan as described under “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Other Financing” and “—Loan Combinations” in this prospectus supplement.
	With respect to any defaulted mortgage loan or REO property that is part of, or security for, a serviced loan combination, the sale of such defaulted mortgage loan and REO property will, to the extent set forth in the related intercreditor agreement, generally be subject to any consultation rights of the related serviced companion loan holder, as further described in this prospectus supplement under “Description of the Mortgage Pool—Loan Combinations.”  With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus supplement as Crossgates Mall, representing approximately 12.9% of the outstanding pool balance as of the cut-off date, if such mortgage loan becomes a defaulted mortgage loan, the special servicer (or, after the securitization of the Crossgates Mall pari passu companion loan designated as promissory note A-1A, the special servicer with respect to such securitization) will be entitled to sell such mortgage loan together with the related companion loans as notes evidencing one whole loan, in accordance with the provisions of the related intercreditor agreement and the related pooling and servicing agreement. With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus supplement as RiverTown Crossings Mall, representing approximately 5.9% of the outstanding pool balance as of the cut-off date, if such mortgage loan becomes a defaulted mortgage loan, the special servicer under the related pooling and servicing agreement will be required

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	to sell such mortgage loan together with the related companion loan as notes evidencing one whole loan, in accordance with the provisions of the related intercreditor agreement and the related pooling and servicing agreement.
Conflicts of Interest	The relationships between the parties to this transaction and the activities of those parties or their affiliates may give rise to certain conflicts of interest.  These conflicts of interests may arise from, among other things, the following relationships and activities:
	•	the ownership of any certificates by the depositor, mortgage loan sellers, underwriters, master servicer, special servicer, trustee, certificate administrator, operating advisor or any of their affiliates;
	•	the relationships, including financial dealings, of the mortgage loan sellers, master servicer, special servicer, the operating advisor or any of their affiliates with any borrower, sponsor or guarantor;
	•	the obligation of the special servicer to take actions at the direction of any directing holder;
	•	the broker-dealer activities of the underwriters and their affiliates, including taking long or short positions in the certificates or entering into credit derivative transactions with respect to the certificates;
	•	the opportunity of the initial investor in the Class E, Class F, Class G, and Class H certificates to request the removal or re-sizing of or other changes to the features of some or all of the mortgage loans; and
	•	the activities of the underwriters, master servicer, special servicer, certificate administrator, operating advisor, mortgage loan sellers or any of their affiliates in connection with any other transaction.
	See “Risk Factors—Risks Related to Conflicts of Interest” in this prospectus supplement.
Material Federal Income Tax Consequences	Elections will be made to treat portions of the issuing entity (exclusive of the excess interest) as two separate REMICs, known as the “Lower-Tier REMIC” and the “Upper-Tier REMIC” (each, a “Trust REMIC”) for federal income tax purposes.  In the opinion of counsel, such portions of the issuing entity will qualify for this treatment pursuant to their elections.
	The Class R certificates will represent the sole class of “residual interests” in the Upper-Tier REMIC, and the Class LR certificates will represent sole class of residual interests in the Lower-Tier REMIC. In addition, in the opinion of counsel, the portions of the issuing entity consisting of excess interest, which is beneficially owned by the holders of the Class V certificates, and related amounts in the

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	Class V Distribution Account, will be treated as a grantor trust for federal income tax purposes, as further described under “Material Federal Income Tax Consequences” in this prospectus supplement.
	Federal income tax consequences of an investment in the certificates offered in this prospectus supplement include:
	•	Each class of certificates (other than the Class V, Class R and Class LR certificates) will constitute a class of “regular interests” in the Upper-Tier REMIC.
	•	The certificates (other than the Class V, Class R and Class LR certificates) will be treated as newly originated debt instruments for federal income tax purposes.
	•	It is anticipated that the Class X-A and Class C certificates will be issued with original issue discount for federal income tax purposes and that the Class A-2, Class A-3, Class A-SB, Class A-M and Class B certificates will be issued at a premium for federal income tax purposes.
	See “Material Federal Income Tax Consequences” in this prospectus supplement.
ERISA Considerations	A fiduciary of an employee benefit plan should review with its legal advisors whether the purchase or holding of the certificates offered by this prospectus supplement could give rise to a transaction that is prohibited or is not otherwise permitted under either the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, or whether there exists any statutory, regulatory or administrative exemption applicable thereto.  The U.S. Department of Labor has granted to Deutsche Bank Securities Inc. an administrative exemption, Department Final Authorization Number 97-03E, as amended by Prohibited Transaction Exemption 2007-5, and to Cantor Fitzgerald & Co., Department Final Authorization Number 2011-05E, which generally exempt from the application of certain of the prohibited transaction provisions of Section 406 of the Employee Retirement Income Security Act of 1974, as amended, and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Internal Revenue Code of 1986, as amended, transactions relating to the purchase, sale and holding of pass-through certificates sold by the underwriters and the servicing and operation of the related asset pool, provided that certain conditions are satisfied.
	The depositor expects that the exemptions granted to Deutsche Bank Securities Inc. and Cantor Fitzgerald & Co. will generally apply to the certificates offered in this prospectus supplement; provided that certain conditions are satisfied.  See “ERISA Considerations” in this prospectus supplement and “Certain ERISA Considerations” in the prospectus.
Ratings	It is a condition to the issuance of the offered certificates that each class of the offered certificates receive investment grade credit ratings from three nationally recognized statistical rating

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organizations engaged by the depositor to rate the offered certificates.

See “Ratings” in this prospectus supplement and “Rating” in the prospectus for a discussion of the basis upon which ratings are given, the limitations of and restrictions on the ratings, and the conclusions that should not be drawn from a rating.  Each of the nationally recognized statistical rating organizations engaged by the depositor to rate the offered certificates has agreed to perform rating surveillance with respect to its ratings for so long as the certificates remain outstanding.  Fees for such ratings surveillance will be paid by the depositor.

A rating is not a recommendation to purchase, hold or sell the related certificates. Any rating agency that rates the certificates may, in its discretion, lower or withdraw its rating at any time as to any class of certificates.  None of the relevant parties (including, without limitation, the issuing entity, the depositor, the sponsors, the servicers, the certificate administrator, the trustee, the operating advisor and their affiliates) will be required to monitor any changes to any ratings on the certificates.

A rating assigned to any class of certificates by a rating agency that has not been engaged by the depositor to do so may be lower than the rating assigned by the rating agencies engaged by the depositor.

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

As part of the process of obtaining ratings for the offered certificates,thedepositor hadinitial discussions with and submitted certain materials to certain nationally recognized statistical rating organizations.  Based on preliminary feedback from those nationally recognized statistical rating organizations at that time, the depositor selected three of those nationally recognized statistical rating organizations to rate the offered certificates and did not select the other nationally recognized statistical rating organizations due, in part, to those nationally recognized statistical rating organizations’ initial subordination levels for the various classes of offered and non-offered certificates.  Had the depositor selected such other nationally recognized statistical rating organizations to rate the offered certificates, we cannot assure you as to the ratings that such other nationally recognized statistical rating organizations would ultimately have assigned to the offered certificates.  Although unsolicited ratings may be issued by any

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	nationally recognized statistical rating organization, a nationally recognized statistical rating organization might be more likely to issue an unsolicited rating if it was not selected after having provided preliminary feedback to the depositor.
	Neither the depositor nor any other person or entity will have any duty to notify you if any nationally recognized statistical rating organization issues, or delivers notice of its intention to issue, unsolicited ratings on one or more classes of offered certificates after the date of this prospectus supplement.  In no event will no downgrade confirmations from any nationally recognized statistical rating organization (other than the rating agencies engaged by the depositor) be a condition to any action, or the exercise of any right, power or privilege by any person or entity under the pooling and servicing agreement.
	Furthermore, the Securities and Exchange Commission may determine that one or more of the rating agencies engaged by the depositor to rate the offered certificates no longer qualifies as a nationally recognized statistical rating organization, or is no longer qualified to rate the offered certificates, and that determination may have an adverse effect on the liquidity, market value and regulatory characteristics of the offered certificates.  See “Risk Factors—Risks Related to the Offered Certificates—Ratings of the Offered Certificates” and “Ratings” in this prospectus supplement and “Rating” in the prospectus for more information.
Legal Investment	The certificates will not constitute “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended.  If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities, then you may be subject to restrictions on investment in the certificates.  You should consult your own legal advisors for assistance in determining the suitability and consequences of the purchase, ownership, and sale of the certificates.  See “Legal Investment” in this prospectus supplement and the prospectus.
Denominations; Clearance and Settlement	The certificates offered in this prospectus supplement will be issuable in registered form, in minimum denominations of certificate balance of (i) $10,000 with respect to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-M, Class B and Class C Certificates and (ii) $1,000,000 with respect to the Class X-A Certificates.
	Investments in excess of the minimum denominations may be made in multiples of $1. You may hold your certificates through (i) The Depository Trust Company (“DTC”) (in the United States) or (ii) Clearstream Banking Luxembourg, a division of Clearstream International, société anonyme (“Clearstream”) or The Euroclear System (“Euroclear”) (in Europe). Transfers within DTC, Clearstream or Euroclear will be in accordance with the usual rules and operating procedures of the relevant system. See “Description of the Offered Certificates—Delivery, Form and Denomination,”

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“—Book-Entry Registration” and “—Definitive Certificates” in this prospectus supplement and “Description of the Certificates—Book-Entry Registration and Definitive Certificates” in the accompanying prospectus.

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RISK FACTORS

You should carefully consider the following risks and those risks described in “Risk Factors” in the prospectus before making an investment decision.  In particular, the timing and amount of distributions on your certificates will depend on payments received on and other recoveries with respect to the mortgage loans.  Therefore, you should carefully consider the risk factors relating to the mortgage loans and the mortgaged properties.

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

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

General Risks

The Offered Certificates May Not Be a Suitable Investment for You

The offered certificates are not suitable investments for all investors.  In particular, you should not purchase any class of certificates unless you understand and are able to bear the prepayment, credit, liquidity and market risks associated with that class of certificates.  For those reasons and for the reasons set forth in these “Risk Factors,” the yield to maturity and the aggregate amount and timing of distributions on the offered certificates are subject to material variability from period to period and over the life of the offered certificates.  The interaction of the foregoing factors and their effects are impossible to predict and are likely to change from time to time.  As a result, an investment in the offered certificates involves substantial risks and uncertainties and should be considered only by sophisticated investors with substantial investment experience with similar types of securities.

Risks Related to Market Conditions

The Credit Crisis and Downturn in the Real Estate Market Have Adversely Affected the Value of Commercial Mortgage-Backed Securities

Over the past several years, events in the real estate and securitization markets, as well as the debt markets generally, have caused significant dislocations, illiquidity and volatility in the market for commercial mortgage-backed securities, as well as in the wider global financial markets.  Declining real estate values, coupled with diminished availability of financing for commercial real estate has resulted in increased delinquencies and defaults on commercial mortgage loans.  In addition, the downturn in the general economy has affected the financial strength of many commercial real estate tenants and has resulted in increased rent delinquencies and increased vacancies, particularly in the retail sector.  Any continued downturn may lead to increased vacancies, decreased rents or other declines in income from, or the value of, commercial real estate, which would likely have an adverse effect on commercial mortgage-backed securities that are backed by loans secured by such commercial real estate and thus affect the values of such commercial mortgage-backed securities.  We cannot assure you that the dislocation in the commercial mortgage-backed securities market will not continue to occur or become more severe.  Even if the commercial mortgage-backed securities market does recover, the mortgaged properties and therefore, the offered certificates, may decline in value.  Any further economic downturn may adversely affect the financial resources of the borrowers under the mortgage loans and may result in the inability of the borrowers to make principal and interest payments on, or refinance, the outstanding debt when due or to sell the mortgaged properties for an aggregate amount sufficient to pay off the outstanding debt when due.  In the event of default by the borrowers under the mortgage loans, the issuing entity may suffer a partial or total loss allocable to the offered certificates.  Any delinquency or

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loss on the mortgage loans may have an adverse effect on the distributions of principal and interest received by holders of the offered certificates.

In addition to credit factors directly affecting commercial mortgage-backed securities, the continuing fallout from a downturn in the residential mortgage-backed securities market and markets for other asset-backed and structured finance products has also affected the commercial mortgage-backed securities market by contributing to a decline in the market value and liquidity of securitized investments such as commercial mortgage-backed securities.  The deterioration of other structured finance products markets may continue to adversely affect the value of commercial mortgage-backed securities.  Even if commercial mortgage-backed securities are performing as anticipated, the value of such commercial mortgage-backed securities in the secondary market may nevertheless decline as a result of a deterioration in general market conditions for other asset-backed or structured finance products.  Trading activity associated with commercial mortgage-backed securities indices may also drive spreads on those indices wider than spreads on commercial mortgage-backed securities, thereby resulting in a decrease in value of such commercial mortgage-backed securities.

The Volatile Economy and Credit Crisis May Increase Loan Defaults and Affect the Value and Liquidity of Your Investment

The global economy recently experienced a significant recession, as well as a severe, ongoing disruption in the credit markets, including the general absence of investor demand for and purchases of commercial mortgage-backed securities and other asset-backed securities and structured financial products.  The economic recovery in the United States has been weak and may be unsustainable, and it is possible that another, possibly more severe, recession may ensue.  The global recession and financial crisis have resulted in increased vacancies, decreased rents and/or other declines in income from, or the value of, commercial real estate.  Additionally, a significant contraction in the availability of commercial mortgage financing, together with higher mortgage rates and decreases in commercial real estate values, have prevented many commercial mortgage borrowers from refinancing their maturing mortgage loans or selling their properties for proceeds sufficient to retire such loans.  These circumstances have significantly increased delinquency and default rates of securitized commercial mortgage loans over the last several years, and may lead to widespread commercial mortgage defaults.  In addition, the declines in commercial real estate values have resulted in reduced borrower equity, hindering borrowers’ ability to refinance in an environment of increasingly restrictive lending standards and giving them less incentive to cure delinquencies and avoid foreclosure.  Higher loan-to-value ratios are likely to result in lower recoveries and greater losses upon foreclosure sale or other liquidation.  Defaults, delinquencies and losses have further decreased property values, thereby resulting in additional defaults by commercial mortgage borrowers, further credit constraints, further declines in property values and further adverse effects on the perception of the value of commercial mortgage-backed securities.  Although certain commercial mortgage lenders have made financing more available in recent months, the commercial real estate markets generally continue to experience persistent weakness, and further, the credit markets remain tight, financing availability remains limited and declines may occur in real estate values.

Heightened Underwriting Standards May Contribute to Losses on Commercial Loans

Many commercial mortgage lenders have tightened their loan underwriting standards, which has reduced the availability of mortgage credit to prospective borrowers.  These developments have contributed, and may continue to contribute, to a weakening in the commercial real estate market as these adjustments have, among other things, inhibited refinancing and reduced the number of potential buyers of commercial real estate.  The continued use or further adjustment of these loan underwriting standards may contribute to further increases in delinquencies and losses on commercial mortgage loans generally.

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Global Market Disruptions and Recent U.S. Legislation May Adversely Affect the Availability of Credit for Commercial Real Estate

In addition, the financial crisis that emerged in 2008 and ensuing events have resulted in a substantial level of uncertainty in the financial markets, particularly with respect to mortgage related investments.  The responses to such crisis and events have included, among other things:

● numerous actions of monetary and fiscal authorities in the United States and Europe, such as the conservatorship and the control by the U.S. government since September 2008 of the Federal Home Loan Mortgage Corporation (commonly referred to as Freddie Mac) and the Federal National Mortgage Association (commonly referred to as Fannie Mae);

● the establishment of the Troubled Asset Relief Program through the Emergency Economic Stabilization Act of 2008 and resulting public investments in numerous financial institutions and other enterprises; and

● the adoption or revision, or proposed adoption or revision, of statutes and regulations governing securitization markets in the United States and Europe, such as proposed revisions to the Securities and Exchange Commission’s Regulation AB, the adoption of the Federal Deposit Insurance Corporation’s final securitization safe harbor rule, the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the proposed rules on credit risk retention and ongoing and pending regulatory implementation and certain European Union regulatory initiatives.

Ongoing developments associated with such responses could further adversely affect the already-constrained availability of credit for commercial real estate, which may in turn affect the performance of the mortgage loans or the performance or value of your certificates.

Furthermore, the global financial markets have recently experienced increased volatility due to uncertainty surrounding the level and sustainability of the sovereign debt of various countries.  Much of this uncertainty has related to certain countries, including Greece, Ireland, Spain, Portugal and Italy, that participate in the European Monetary Union and whose sovereign debt is generally denominated in euros, the common currency shared by members of that union.  In addition, some economists, observers and market participants have expressed concerns regarding the sustainability of the monetary union and the common currency in their current form.  Concerns regarding sovereign debt may spread to other countries at any time.  In particular, the pace of progress, or the lack of progress, of federal deficit reduction talks in the United States may cause continued volatility.  In addition, Egypt and Libya are currently undergoing a change in government following widespread protests and other countries in the Middle East, including Syria, are experiencing social unrest.  It is uncertain what effects these events will have in Egypt, Libya, Syria or the Middle East, or what effects such events might have on the United States, world financial markets, particular business segments, world commodity prices or otherwise.  Furthermore, many state and local governments in the United States are experiencing, and are expected to continue to experience, severe budgetary strain.  One or more states could default on their debt, or one or more significant local governments could default on their debt or seek relief from their debt under the federal bankruptcy code or by agreement with their creditors.  Any or all of the circumstances described above may lead to further volatility in or disruption of the United States or global credit markets at any time.  Moreover, other types of events may affect financial markets, such as war, revolt, insurrection, armed conflict, terrorism, political crisis, natural disasters and man-made disasters.  We cannot predict such matters or their effect on the performance of the mortgage loans or the value or performance of your certificates.

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General Conditions in the Commercial Real Estate Mortgage Markets May Adversely Affect the Performance of the Offered Certificates

Investors should consider that general conditions in the commercial real estate and mortgage markets may adversely affect the performance of the mortgage loans held by the issuing entity and accordingly the performance of the offered certificates.  In addition, in connection with all the circumstances described above, you should be aware in particular that:

● such circumstances may result in substantial delinquencies and defaults on the mortgage loans and adversely affect the amount of liquidation proceeds the issuing entity would realize in the event of foreclosures and liquidations;

● defaults on the mortgage loans may occur in large concentrations over a period of time, which might result in rapid declines in the value of your certificates;

● notwithstanding that the mortgage loans were recently underwritten and originated, the values of the mortgaged properties may decline following the issuance of the offered certificates and such declines may be substantial and occur in a relatively short period following the issuance of the offered certificates; and such declines may or may not occur for reasons largely unrelated to the circumstances of the particular property;

● if you determine to sell your offered certificates, you may be unable to do so or you may be able to do so only at a substantial discount from the price you paid; this may be the case for reasons unrelated to the then current performance of the offered certificates or the mortgage loans; and this may be the case within a relatively short period following the issuance of the offered certificates;

● if the mortgage loans default, then the yield on your investment may be substantially reduced notwithstanding that liquidation proceeds may be sufficient to result in the repayment of the principal of and accrued interest on your certificates; an earlier-than-anticipated repayment of principal (even in the absence of losses) in the event of a default in advance of the maturity date would tend to shorten the weighted average period during which you earn interest on your investment; and a later-than anticipated repayment of principal (even in the absence of losses) in the event of a default upon the maturity date would tend to delay your receipt of principal and the interest on your investment may be insufficient to compensate you for that delay;

● even if liquidation proceeds received on defaulted mortgage loans are sufficient to cover the principal and accrued interest on those mortgage loans, the issuing entity may experience losses in the form of special servicing compensation, interest on advances and other expenses, and you may bear losses as a result, or your yield may be affected by such losses;

● the time periods to resolve defaulted mortgage loans may be long, and those periods may be further extended because of borrower bankruptcies and related litigation; and this may be especially true in the case of loans made to borrowers that have, or whose affiliates have, substantial debts other than the mortgage loan, including related subordinate or mezzanine financing;

● some participants in the commercial mortgage-backed securities markets have sought permission from the Internal Revenue Service to allow a purchaser of a mortgaged property acquired in respect of a mortgage loan held by a REMIC to assume the extinguished debt in connection with a purchase of that property; if such permission is granted and the special servicer pursues such a resolution strategy, then the receipt of proceeds of a foreclosure property would be delayed for an extended period; and this may occur when it would be in your best interest for the property to be sold for cash, even at a lesser price, with the proceeds distributed to certificateholders;

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● trading activity associated with indices of commercial mortgage-backed securities may also drive spreads on those indices wider than spreads on commercial mortgage-backed securities, thereby resulting in a decrease in value of such commercial mortgage-backed securities, including your certificates, and spreads on those indices may be affected by a variety of factors, and may or may not be affected for reasons involving the commercial real estate markets and may be affected for reasons that are unknown and cannot be discerned; and

● even if you intend to hold your offered certificates, depending on your circumstances, you may be required to report declines in the value of your certificates, and/or record losses, on your financial statements or regulatory or supervisory reports, and/or repay or post additional collateral for any secured financing, hedging arrangements or other financial transactions that you have entered into that are backed by or make reference to your certificates, in each case as if your certificates were to be sold immediately.

In connection with all the circumstances described above, the risks we described elsewhere under “Risk Factors” in this prospectus supplement and the accompanying prospectus are heightened substantially, and you should review and carefully consider such risk factors in light of such circumstances.

Risks Related to the Mortgage Loans

Mortgage Loans Are Nonrecourse and Are Not Insured or Guaranteed

Payments under the mortgage loans are not insured, and are either not, or should not be considered to be, guaranteed by any person or entity.

All of the mortgage loans are or should be considered to be nonrecourse loans.  If a default occurs, the lender’s remedies generally are limited to foreclosing against the borrower and/or the specific mortgaged properties and other assets that have been pledged to secure the mortgage loan, subject to, in some cases, certain, generally customary, nonrecourse carveouts either to the borrower or the loan sponsor.  Even if a mortgage loan is recourse to the borrower (or if a nonrecourse carveout to the borrower applies), in most cases, the borrower’s assets are limited primarily to its interest in the related mortgaged property.  Payment of amounts due under the mortgage loan prior to the maturity date is consequently dependent primarily on the sufficiency of the net operating income of the property.  Even if the mortgage loan provides limited recourse to a principal or affiliate of the related borrower, there is no assurance that any recovery from such principal or affiliate will be made or that such principal’s or affiliate’s assets would be sufficient to pay any otherwise recoverable claim.

Payment of a mortgage loan at the maturity date or the anticipated repayment date is primarily dependent upon the market value of the mortgaged property and the borrower’s ability to sell or refinance the mortgaged property for an amount sufficient to repay the mortgage loan.

The Offered Certificates Are Limited Obligations and Payments Will Be Primarily Derived from the Mortgage Loans

The certificates, when issued, will represent beneficial interests in the issuing entity.  The certificates will not represent an interest in, or obligation of, the sponsors, the mortgage loan sellers, the depositor, the master servicer, the special servicer, the trustee, the certificate administrator, the operating advisor or any other person.  The primary assets of the issuing entity will be the mortgage loans, and the primary security and source of payment for the mortgage loans will be the mortgaged properties and the other collateral described in this prospectus supplement.  Payments on the certificates are expected to be derived from payments made by the borrowers on the mortgage loans.  Payment of a mortgage loan at the maturity date or anticipated repayment date is primarily dependent upon the market value of the mortgaged property and the borrower’s ability to sell or refinance the mortgaged property for an amount sufficient to repay the mortgage loan.  We cannot assure you that the cash flow from the mortgaged

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properties and the proceeds of any sale or refinancing of the mortgaged properties will be sufficient to pay the principal of, and interest on, the mortgage loans or to distribute in full the amounts of interest and principal to which the holders of the certificates are entitled.  See “Description of the Offered Certificates—General” in this prospectus supplement.

Commercial Lending Is Dependent upon Net Operating Income

The mortgage loans are secured by various types of income-producing commercial properties.  Commercial mortgage loans are generally thought to expose a lender to greater risk than one to four family residential loans.  The repayment of a commercial loan is typically dependent upon the ability of the related mortgaged property to produce cash flow through the collection of rents.  Even the liquidation value of a commercial property is determined, in substantial part, by the amount of the mortgaged property’s cash flow (or its potential to generate cash flow).  However, net operating income and cash flow are often based on assumptions regarding tenant behavior and market conditions.  Net operating income and cash flow can be volatile over time and may be insufficient to cover debt service on the mortgage loan at any given time.  Lenders typically look to the debt service coverage ratio (that is, the ratio of net cash flow to debt service) of a mortgage loan secured by income-producing property as an important measure of the risk of default of that mortgage loan.

The net operating income, cash flow and property value of the mortgaged properties may be adversely affected by a large number of factors specific to such properties, such as:

● the age, design and construction quality of the mortgaged property;

● perceptions regarding the safety, convenience and attractiveness of the mortgaged property;

● the characteristics of the neighborhood where the mortgaged property is located;

● the proximity and attractiveness of competing properties;

● the adequacy of the mortgaged property’s management and maintenance;

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

● an increase in the capital expenditures needed to maintain the mortgaged property or make improvements;

● the dependence upon a single tenant, or a concentration of tenants at the mortgaged property in a particular business or industry;

● a decline in the financial condition of a major tenant at the mortgaged property;

● an increase in vacancy rates for the applicable property type in the relevant geographic area; and

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

3 of the mortgage loans, representing approximately 2.8% of the outstanding pool balance as of the cut-off date, are secured in whole or in part by recently constructed mortgaged properties or recently acquired properties that have no prior operating history and lack historical financial figures and information and consequently, these mortgage loans are secured by mortgaged properties that do not have a long-standing payment history.

Other factors are more general in nature, such as:

● national, regional or local economic conditions (including plant closings, military base closings, industry slowdowns and unemployment rates);

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● local real estate conditions (such as an oversupply of competing properties, space, multifamily housing, manufactured housing, or hotel capacity);

● demographic factors;

● consumer confidence;

● consumer tastes and preferences;

● retroactive changes in building codes;

● changes or continued weakness in specific industry segments;

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

● the public’s perception of safety for customers and clients.

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

● the length of tenant leases (including that in certain cases, all or substantially all of the tenants, or one or more sole, anchor or other tenants, at a particular mortgaged property have leases that expire or permit the tenant(s) to terminate its or their lease(s) during the term of the related mortgage loan) and other lease terms, including co-tenancy provisions;

● the creditworthiness of tenants;

● tenant defaults;

● in the case of rental properties, the rate at which vacant space or space under expiring leases is re-let; and

● the mortgaged property’s “operating leverage” (i.e., the percentage of total property expenses in relation to revenue, the ratio of fixed operating expenses to those that vary with revenues, and the level of capital expenditures required to maintain the property and to retain or replace tenants).

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

In addition, underwritten or adjusted cash flows, by their nature, are speculative and are based upon certain assumptions and projections.  The failure of these assumptions or projections in whole or in part could cause the underwritten or adjusted cash flows to vary substantially from the actual cash flows of a mortgaged property.  See “Risk Factors—Underwritten Net Cash Flow and Stabilized Values May Be Based on Flawed Assumptions” in the prospectus.

Mortgage Loans Have Not Been Reunderwritten Since Origination

We have not reunderwritten the mortgage loans to determine that such mortgage loans were originated in accordance with the related originator’s underwriting guidelines.  Instead, we have relied on the representations and warranties made by the sponsors, and each sponsor’s obligation to repurchase, substitute or cure a mortgage loan if a representation or warranty was not true when made and such breach materially and adversely affects the value of the mortgage loan, the value of the related mortgaged property or the interests of the trustee in the mortgage loan or the related mortgaged property.  The representations and warranties may not cover all of the matters that one would review in underwriting

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a mortgage loan and you should not view them as a substitute for reunderwriting the mortgage loans.  Furthermore, these representations and warranties in some respects represent an allocation of risk rather than a confirmed description of the mortgage loans.  If we had reunderwritten the mortgage loans to determine that such mortgage loans were originated in accordance with the related originator’s underwriting guidelines, it is possible that the reunderwriting process may have revealed problems with a mortgage loan not covered by a representation or warranty or may have revealed inaccuracies in the representations and warranties.  In addition, we cannot assure you that the applicable sponsor will be able to repurchase or substitute a mortgage loan if a representation or warranty has been breached.  See “—Risks Related to the Offered Certificates—A Mortgage Loan Seller May Not Be Able to Make a Required Repurchase or Substitution of a Defective Mortgage Loan” and “The Pooling and Servicing Agreement—Representations and Warranties; Repurchase; Substitution” in this prospectus supplement.

The Prospective Performance of the Commercial and Multifamily Mortgage Loans Included in the Issuing Entity Should Be Evaluated Separately from the Performance of the Mortgage Loans in Any of the Depositor’s Other Trusts

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

As a result of the distinct nature of each pool of commercial mortgage loans, and the separate mortgage loans within the pool, this prospectus supplement does not include disclosure concerning the delinquency and loss experience of static pools of periodic originations by the sponsor of assets of the type to be securitized (known as “static pool data”).  Because of the highly heterogeneous nature of the assets in commercial mortgage-backed securities transactions, static pool data for prior securitized pools, even those involving the same asset types (e.g., hotels or office buildings), may be misleading, since the economics of the properties and terms of the mortgage loans may be materially different.  In particular, even if that static pool data showed a low level of delinquencies and defaults, it would not be indicative of the performance of this pool or any other pools of mortgage loans originated by the same sponsor or sponsors.  Therefore, investors should evaluate this offering on the basis of the information set forth in this prospectus supplement with respect to the mortgage loans, and not on the basis of the performance of other pools of securitized commercial mortgage loans.

Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses

Some of the mortgaged properties securing the mortgage loans included in the issuing entity (such as  an office property used substantially as a data center) may not be readily convertible to alternative uses if those properties were to become unprofitable for any reason.  Converting commercial properties to alternate uses generally requires substantial capital expenditures and could result in a significant adverse effect on, or interruption of, the revenues generated by such mortgaged properties.  In addition, zoning or other restrictions also may prevent alternative uses.  The liquidation value of any such mortgaged property consequently may be substantially less than would be the case if the property were readily adaptable to other uses.

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Some of the mortgaged properties may have been designated as historic or landmark buildings or are located in areas designated as historic or landmark.  Such properties may have restrictions related to renovations, construction or other restrictions and may not be permitted to be converted to alternative uses because of such restrictions.

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

Limitations of Appraisals

Appraisals were obtained with respect to each of the mortgaged properties at or about the time of the origination of the applicable mortgage loan, or in connection with the transfer of mortgage loans to the issuing entity.  All of the mortgage loans have appraisals dated within the past 10 months.

In general, appraisals represent the analysis and opinion of qualified appraisers, but appraisals are not guarantees of present or future value.  One appraiser may reach a different conclusion than the conclusion that would be reached if a different appraiser were appraising that property.  Moreover, the values of the mortgaged properties may have fluctuated significantly since the appraisals were performed.  Moreover, appraisals seek to establish the amount a typically motivated buyer would pay a typically motivated seller and, in certain cases, may have taken into consideration the purchase price paid by the borrower.  That amount could be significantly higher than the amount obtained from the sale of a mortgaged property under a distress or liquidation sale.  In certain cases, appraisals may reflect both “as-stabilized” and “as-is” values although the appraised value reflected in this prospectus supplement with respect to the mortgaged properties generally reflect only the “as-is” value.

In some cases, the related appraisal may value the property on a portfolio basis, which may result in a higher value than the aggregate value that would result from a separate individual appraisal on each mortgaged property.  We cannot assure you that the information set forth in this prospectus supplement regarding appraised values or loan-to-value ratios accurately reflects past, present or future market values of the mortgaged properties.  Any engineering report, site inspection or appraisal represents only the analysis of the individual consultant, engineer or inspector preparing such report at the time of such report, and may not reveal all necessary or desirable repairs, maintenance and capital improvement items.

Property Value May Be Adversely Affected Even When Current Operating Income Is Not

Various factors may adversely affect the value of the mortgaged properties without affecting the properties’ current net operating income.  These factors include, among others:

● changes in governmental regulations, fiscal policy, zoning or tax laws;

● potential environmental legislation or liabilities or other legal liabilities;

● the availability of refinancing; and

● changes in interest rate levels.

Risks Related to Tenants

Tenant Concentration Entails Risk.   A deterioration in the financial condition of a tenant can be particularly significant if a mortgaged property is leased to a single tenant, or if a few tenants make up a significant portion of the rental income.  In the event of a default by a significant tenant, if the related lease expires prior to the mortgage loan maturity date and the related tenant fails to renew its lease or the tenant exercises an early termination right, there would likely be an interruption of rental payments under the lease and, accordingly, insufficient funds available to the borrower to pay the debt service on the mortgage loan.  This is so because: (i) the financial effect of the absence of rental income from such

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tenant is typically severe; (ii) more time and leasing costs may be required to re-lease the space; (iii) substantial capital costs may be incurred to make the space appropriate for replacement tenants; and (iv) there is no assurance that the space can be re-leased on or near comparable terms.

For example, with respect to 2 of the mortgaged properties securing mortgage loans identified on Annex A-1 to this prospectus supplement as New Hope Commons and Stone Creek Towne Center, representing approximately  3.7% and  2.1%, respectively, of the outstanding pool balance as of the cut-off date, Best Buy is a significant tenant.  In addition, Best Buy may be a tenant or shadow anchor for other mortgage loans in the mortgage pool.  On March 29, 2012, Best Buy announced its plan to close 50 of its U.S. stores in 2013 and cut $800 million in costs by 2015.  The Best Buy stores at New Hope Commons and Stone Creek Towne Center are not on the store closing list.  However, we cannot assure you that those stores will remain open for business or that the closing of a Best Buy shadow anchor store will not impact other mortgaged properties in the mortgage pool.

In the case of 5 mortgaged properties, collectively securing approximately 3.2% of the outstanding pool balance as of the cut-off date (by allocated loan amount), each such related mortgaged property is 100% leased to a single tenant, based on net rentable area.  In the case of 6 other mortgaged properties, securing approximately 10.2% of the outstanding pool balance as of the cut-off date (by allocated loan amount), each mortgaged property is leased to one or more significant tenants, with one tenant occupying a net rentable area of 50% or more of the related mortgaged property.  Certain single tenants or significant tenants have lease expiration dates or early termination options that are prior to the related mortgage loan maturity date.  For a list of each mortgaged property leased to a single tenant or a tenant occupying a net rentable area of 50% or more of the related mortgaged property, along with the related mortgage loan maturity date (or anticipated repayment date, as applicable) and lease expiration dates, see Annex A-1 to this prospectus supplement.

The underwriting of single-tenant mortgage loans is based primarily upon the monthly rental payments due from the tenant under the lease at the related mortgaged property.  In addition, the underwriting for certain single-tenant mortgage loans took into account the creditworthiness of the tenants or lease guarantors under the applicable leases.  Similar analysis may impact the underwriting of mortgage loans with significant tenants.  Accordingly, such single-tenant or significant-tenant mortgage loans may have higher loan-to-value ratios and lower debt service coverage ratios than other types of mortgage loans.  However, there can be no assurance that the assumptions made when underwriting such mortgage loans will be correct, that the related tenant will re-let the premises or that such tenant will maintain its creditworthiness.  See Annex A-1 to this prospectus supplement for lease expiration dates (for the five largest tenants at each retail, office, mixed use and industrial mortgaged property, based on net rentable area) and mortgage loan maturity dates (or anticipated repayment dates, as applicable).  In addition, certain single tenants, or significant tenants, may have specific termination rights under their leases that may be exercised prior to the related mortgage loan maturity date merely upon the giving of notice to the landlord, or upon the occurrence of certain circumstances, including, but not limited to, the failure to timely complete tenant buildouts, casualty with respect to specified portions or percentages of the mortgaged property, failure to meet certain income or occupancy thresholds, if utilities or other essential services are not provided to the subject space, or the landlord otherwise fails to perform under the lease, for a specified period.  Certain of the mortgaged properties may be leased in whole or in part by government-sponsored tenants who may have the right to cancel their leases at any time for lack of appropriations or for other reasons.  There can be no assurance that if a tenant exercises an early termination option prior to or shortly following the mortgage loan maturity date that the related borrower will have adequate cash flow available to satisfy debt service payments or be in a position to refinance the loan.  See “—Certain Additional Risks Related to Tenants” below.  Also, certain single tenants may be affiliated with the related borrower.  See “—Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks” below.

A pool of mortgage loans also may be adversely affected if there is a concentration of a particular tenant or type of tenant among the related mortgaged properties or of tenants in a particular business or industry.  In these cases, a problem with a particular tenant could have a disproportionately large impact on the pool of mortgage loans and adversely affect distributions to certificateholders.  Similarly, an issue

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with respect to a particular industry could also have a disproportionately large impact on the pool of mortgage loans.  For additional information regarding significant tenants, see Annex A-1 to this prospectus supplement.

Mortgaged Properties Leased to Multiple Tenants Also Have Risks.  If a mortgaged property has multiple tenants, re-leasing expenditures may be more frequent than in the case of mortgaged properties with fewer tenants, thereby reducing the cash flow available for debt service payments.  Multi-tenanted mortgaged properties also may experience higher continuing vacancy rates and greater volatility in rental income and expenses.

Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks.  If a mortgaged property is leased in whole or substantial part to the borrower under the mortgage loan or to an affiliate of the borrower, a deterioration in the financial condition of the borrower or its affiliates can be particularly significant to the borrower’s ability to perform under the mortgage loan as it can directly interrupt the cash flow from the mortgaged property if the borrower’s or its affiliate’s financial condition worsens.  Certain mortgaged properties or portions of those mortgaged properties are (or may in the future be) leased to affiliates of the borrower under arrangements whereby the affiliate tenant (or affiliated subtenant) operates and/or leases the mortgaged property or the leased premises.  Such lease arrangements present additional risks, such as the potential limitations on the ability of a lender upon default to obtain a receiver to obtain control of, and collect the underlying revenues from, the mortgaged property unless and until the affiliate lease is terminated and the affiliate tenant evicted from the mortgaged property or affiliate leased premises (which may not be possible if the affiliate lease is not in default or may be limited by an affiliate tenant bankruptcy or by requirements of local laws pertaining to the dispossession of defaulted tenants under the leases) and the risk that an affiliate lease termination may result in a termination or interruption of rent payments under the underlying subleases between the subtenants and the affiliate tenant.  In addition, in some cases, a master lease with the borrower or an affiliate of the borrower is used to stabilize occupancy or cash flow in situations where it may fluctuate.

In the case of the mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus supplement as River Oaks West Apartments, securing a mortgage loan that represents approximately 2.6% of the outstanding pool balance as of the cut-off date, an affiliate of the borrower leases approximately 18.3% of the units at such mortgaged property.

With respect to each of the mortgage loans secured by the portfolios of mortgaged properties identified on Annex A-1 to this prospectus supplement as U-Haul Portfolio SAC 23 and U-Haul Portfolio SAC 22, representing in the aggregate approximately 5.4% of the outstanding pool balance as of the cut-off date, underwritten effective gross income by the related mortgaged properties is associated with several agreements by and among the related borrower and affiliates of the borrower.  See “Risk Factors—Self Storage Properties Have Special Risks” in this prospectus supplement for a description of additional risks associated with these properties.  With respect to the mortgage loan secured by the portfolio of mortgaged properties identified on Annex A-1 to this prospectus supplement as Ocean City Quality Inn Portfolio, representing approximately 2.4% of the outstanding pool balance as of the cut-off date, the mortgaged property identified as “Quality Inn Boardwalk” is master leased in its entirety to an affiliate of the borrower under an operating lease.

Certain Additional Risks Related to Tenants.  The income from, and market value of, the mortgaged properties leased to various tenants would be adversely affected if, among other things:

● space in the mortgaged properties could not be leased or re-leased;

● the mortgaged property were re-leased at a rental rate below the rental rate paid by the tenant at the space when the mortgage loan was originated;

● tenants were unable to meet their lease obligations;

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● a significant tenant were to become a debtor in a bankruptcy case; or

● rental payments could not be collected for any other reason.

Repayment of the mortgage loans secured by retail, office and industrial properties will be affected by the expiration or early termination of leases and the ability of the respective borrowers to renew the leases or relet the space on comparable terms.  In this regard, the five largest tenants (based on net rentable area) and their respective lease expiration dates for retail, office and industrial properties are set forth on Annex A-1 to this prospectus supplement.  In certain cases, however, a tenant may have the option to terminate its lease or abate rent prior to the stated lease expiration date.  In some cases, this option may be at any time or after the passage of time.  In other cases, the option is tied to outside contingencies, for example, if the landlord violates the lease or interferes with the tenant’s use of the property, upon casualty or condemnation, if utilities or other essential services are not provided to the space for a specified period, for zoning violations, if certain anchor or key tenants (including at an adjacent property) or a certain number of tenants go dark or cease operations, in connection with the failure to satisfy sales target business objectives or in the case of a government tenant, for lack of appropriations or other reasons.  With respect to any mortgage loan with a government or government agency tenant, it is likely that such tenant’s lease permits the government tenant to terminate the lease prior to the related lease expiration date for lack of appropriations or other reasons.  For example, with respect to the mortgaged property identified on Annex A-1 to this prospectus supplement as Creekside Plaza, representing approximately 5.9% of the outstanding pool balance as of the cut-off date, the second largest tenant is a government tenant, Alameda County.  Appropriations clauses exist in most governmental leases and allow for termination if the agency does not receive funding on an annual basis. See Annex A-1 to this prospectus supplement for a listing of certain government tenants.

In the case of the mortgaged property identified on Annex A-1 to this prospectus supplement as Creekside Plaza, representing approximately 5.9% of the outstanding pool balance as of the cut-off date, 29.5% of the combined net rentable area of the mortgaged property securing the related Mortgage Loan is leased to a nonprofit institution.  In the case of the mortgaged property identified on Annex A-1 to this prospectus supplement as Bradley Arlington, representing approximately 4.3% of the outstanding pool balance as of the cut-off date, 32.1% of the net rentable area of the mortgaged property is leased to a nonprofit charitable institution.  Such institutions generally rely on contributions from individuals and government grants or other subsidies to pay rent on office space and other operating expenses.  There can be no assurance that the rate, frequency and level of individual contributions or governmental grants and subsidies will continue with respect to any such institution.  A reduction in contributions or grants may impact the ability of the related institution to pay rent, and there can be no assurance that the related borrower will be in a position to meet its obligations under the related mortgage loan documents if such tenant fails to pay its rent.  There are other mortgaged properties that are leased to tenants that are charitable or non-profit institutions, some of which tenants are identified on Annex A-1 to this prospectus supplement.

The footnotes to Annex A-1 to this prospectus supplement (but not Annex A-1 itself) identify certain of the non-contingent early termination provisions related to the five largest tenants shown on Annex A-1.  However, such footnotes do not identify all of the early termination options that tenants may have under their leases.  In addition, see “Annex B—Description of the Top 20 Mortgage Loans” for certain non-contingent early termination provisions related to the five largest tenants shown on Annex A-1 for the 10 largest mortgage loans.

Certain of the tenants (which may include significant tenants) have lease expiration dates that occur on or prior to, or shortly following, the maturity date or anticipated repayment date, as applicable, of the related loan.  For the lease expiration dates of the largest five tenants by net rentable area at each retail, office, mixed use and industrial mortgaged property, see Annex A-1 to this prospectus supplement.  Additionally, mortgage loans may have concentrations of leases expiring or providing for early termination options at varying rates in varying percentages on or prior to, or shortly following, the related maturity date.  In some situations, all of the leases at a mortgaged property may expire or be terminated on or prior to, or shortly following, the related maturity date.  In addition, with respect to several of the other

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mortgage loans, leases representing, in the aggregate, 50% or more of the net rentable area of the related mortgaged property expire during or prior to the calendar year in which the maturity date occurs.  In addition, certain of the tenants (which may include tenants listed on Annex A-1 to this prospectus supplement) have early termination options or options to terminate a portion of the leased premises that occur on or prior to the maturity date of the related mortgage loan.  See Annex A-1 to this prospectus supplement for lease expiration dates for the largest five tenants at each mortgaged property.  Furthermore, certain of the mortgaged properties have tenant leases that permit a tenant, including a significant tenant, to unilaterally terminate its lease without typical triggers, spaces occupied on a month-to-month tenancy and/or tenants that have executed leases but are not yet in occupancy and are not open for business. See “—Risks of Co-Tenancy and Other Early Termination Provisions in Retail and Office Leases” below for a description of the various termination options that many tenants may exercise upon the occurrence of certain contingencies including, without limitation, based on co-tenancy provisions, breaches of the lease terms, casualty and condemnation and property performance.  The footnotes to Annex A-1 to this prospectus supplement provide information as to certain non-contingent termination options; however, the footnotes do not include all such early termination options that may be contained in every lease.

Even if vacated space is successfully relet, the costs associated with reletting, including tenant improvements and leasing commissions, could be substantial and could reduce cash flow from the mortgaged properties.  In addition, any tenant may, from time to time, experience a downturn in its business, which may weaken its financial condition and result in a reduction of or failure to make rental payments when due.  If tenants’ sales were to decline, percentage rents may decline and, further, tenants may be unable to pay their base rents or other occupancy costs.  If a tenant defaults in its obligations to a borrower (or if a tenant terminates pursuant to the terms of its lease), that borrower may experience delays in enforcing its rights as lessor and may incur substantial costs and experience significant delays associated with protecting its investment, including costs incurred in renovating and reletting the property.

In addition, a tenant lease that expires or is terminated near or shortly following the maturity date of a mortgage loan may make it more difficult for the borrower to obtain refinancing of the related mortgage loan and may thereby jeopardize repayment of the mortgage loan.

Additionally, in certain jurisdictions, if tenant leases are subordinated to the liens created by the mortgage but do not contain attornment provisions (provisions requiring the tenant to recognize a successor owner following foreclosure as landlord under the lease), the leases may terminate at the tenant’s option upon the transfer of the property to a foreclosing lender or purchaser at foreclosure.  Accordingly, if a mortgaged property is located in such a jurisdiction and is leased to one or more desirable tenants under leases that are subordinate to the mortgage and do not contain attornment provisions, that mortgaged property could experience a further decline in value if the tenants’ leases were terminated.

Certain of the mortgaged properties may have tenants that are related to or affiliated with a borrower.  In such cases, a default by the borrower may coincide with a default by the affiliated tenants.  Additionally, even if the property becomes an REO property, it is possible that an affiliate of the borrower may remain as a tenant.  See “—Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks” above.

In addition, various tenants may have rights under their respective leases that can result in substantial costs to the landlord.

Tenant Bankruptcy Entails Risks.  The bankruptcy or insolvency of a major tenant, or a number of smaller tenants, in retail, office and industrial properties may adversely affect the income produced by a mortgaged property.  Under the federal bankruptcy code, a tenant has the option of assuming or rejecting or, subject to certain conditions, assuming and assigning to a third party, any unexpired lease.  If the tenant assumes its lease, the tenant must cure all defaults under the lease and provide the landlord with adequate assurance of its future performance under the lease.  If the tenant rejects the lease, the landlord’s claim for breach of the lease would be treated as a general unsecured claim against the tenant (absent collateral securing the claim).  The landlord’s claim would be limited to the unpaid rent due under

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the lease for the periods prior to the bankruptcy petition (or earlier surrender of the leased premises) that are unrelated to the rejection, plus the greater of one year’s rent or 15% of the remaining reserved rent (but not more than three years’ rent).  If the tenant assigns its lease, the tenant must cure all defaults under the lease and the proposed assignee must demonstrate adequate assurance of future performance under the lease.  Certain of the tenants may be, and may at any time during the term of the related mortgage loan become, a debtor in a bankruptcy proceeding.

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

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

Risks Related to Mortgage Loan Concentration

Several of the mortgage loans have cut-off date balances that are substantially higher than the average cut-off date balance.  In general, concentrations in mortgage loans with larger-than-average balances can result in losses that are more severe, relative to the size of the pool, than would be the case if the aggregate balance of the pool were more evenly distributed.  The 10 largest mortgage loans represent approximately 51.1% of the outstanding pool balance as of the cut-off date.  Losses on any of these mortgage loans may have a particularly adverse effect on the offered certificates.

The 20 largest mortgage loans are described in Annex B to this prospectus supplement.  Each of the mortgage loans other than the 10 largest mortgage loans represents no more than 2.8% of the outstanding pool balance as of the cut-off date.

Risks Related to Borrower Concentration

5 groups of mortgage loans are made to the same borrower or have related borrowers that are affiliated with one another through partial or complete direct or indirect common ownership, with the largest 3 groups representing approximately 6.5%, 5.4% and 3.1%, respectively, of the outstanding pool balance as of the cut-off date.  A concentration of mortgage loans with the same borrower or related borrowers also can pose increased risks.  For instance, if a borrower that owns several mortgaged properties experiences financial difficulty at one mortgaged property, or at another income-producing property that it owns, it could attempt to avert foreclosure by filing a bankruptcy petition that might have the effect of interrupting monthly payments for an indefinite period on all of the related mortgage loans due to administrative delays or in the event of substantive consolidation of the debtors.  See Annex A-1 to this prospectus supplement for mortgage loans with related borrowers.

Risks Relating to Property Type Concentration

A concentration of mortgage loans secured by the same mortgaged property types can increase the risk that a decline in a particular industry or business would have a disproportionately large impact on the pool of mortgage loans.

The following are certain property type concentrations of the pool of mortgage loans as of the cut-off date (based on the allocated loan amount):

● 21 retail properties representing approximately 44.4% of the outstanding pool balance as of the cut-off date (by allocated loan amount);

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● 10 office properties representing approximately 22.9% of the outstanding pool balance as of the cut-off date (by allocated loan amount);

● 3 mixed use properties representing approximately 9.3% of the outstanding pool balance as of the cut-off date (by allocated loan amount);

● 10 multifamily properties representing approximately 8.4% of the outstanding pool balance as of the cut-off date (by allocated loan amount);

● 8 hospitality properties representing approximately 7.6% of the outstanding pool balance as of the cut-off date (by allocated loan amount);

● 22 self storage properties representing approximately 5.8% of the outstanding pool balance as of the cut-off date (by allocated loan amount); and

● 2 industrial properties representing approximately 1.5% of the outstanding pool balance as of the cut-off date (by allocated loan amount).

Geographic Concentration Exposes Investors to Greater Risk of Default and Loss

As of the cut-off date, the mortgaged properties are located in 25 separate states.

The table below shows the number of mortgaged properties, the aggregate cut-off date balance of the related mortgage loans (or allocable portion thereof, with respect to mortgage loans secured by multiple mortgaged properties), and the percentage of initial outstanding pool balance secured by mortgaged properties that are located in the top jurisdictions that have concentrations of mortgaged properties of 5.0% or more (based on allocated loan amount as a percentage of the initial outstanding pool balance) as of the cut-off date:

State/Location	Number of Mortgaged Properties	Aggregate Cut-off  Date Balance(1)		% of Initial Outstanding Pool  Balance(1)
New York	12	$	199,944,766	21.4	%
California	13	$	176,958,791	19.0	%
Michigan	3	$	80,593,820	8.6	%
Maryland	5	$	73,704,448	7.9	%
Ohio	2	$	60,172,750	6.5	%
Nevada	3	$	59,112,563	6.3	%
Pennsylvania	2	$	57,556,137	6.2	%
North Carolina	3	$	48,891,492	5.2	%

(1) Because this table presents information related to the mortgaged properties and not the mortgage loans, the information for any mortgaged property that relates to a mortgage loan secured by more than one mortgaged property is based on allocated loan amounts (which amounts, if not specified in the related mortgage loan document, are based on the appraised valued and/or square footage of each mortgaged property and/or each mortgaged property’s underwritten net cash flow).

See the table entitled “Mortgaged Properties by State and/or Location” in Annex A-2 to this prospectus supplement.  Also for certain legal aspects of mortgage loans secured by mortgaged properties located in New York and California, see “Legal Aspects of Mortgage Loans in New York and California” in this prospectus supplement.  Except as set forth in the chart above, no state contains more than 4.4% of the mortgaged properties (based on the principal balance as of the cut-off date of the related mortgage loans or, in the case of mortgage loans secured by multiple mortgaged properties, on the portion of principal amount of the related mortgage loan allocated to such mortgaged property).

Repayments by borrowers and the market value of the related mortgaged properties could be affected by economic conditions generally or by conditions specific to geographic areas or regions of the United States, and concentrations of mortgaged properties in particular geographic areas may increase the risk that adverse economic or other developments or natural disasters affecting a particular region of the country could increase the frequency and severity of losses on mortgage loans secured by those properties.  In recent periods, several regions of the United States have experienced significant real

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estate downturns. Regional economic declines or conditions in regional real estate markets could adversely affect the income from, and market value of, the mortgaged properties.  In addition, particular local or regional economies may be adversely affected to a greater degree than other areas of the country by developments affecting industries concentrated in such area.  A decline in the general economic condition in the region in which mortgaged properties securing the related mortgage loans are located could result in a decrease in consumer demand in the region, and the income from and market value of the mortgaged properties may be adversely affected.

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

Other regional factors – e.g., earthquakes, floods, forest fires or hurricanes or changes in governmental rules or fiscal policies – also may adversely affect the mortgaged properties.  For example, properties located in California, Florida, Georgia, Louisiana, North Carolina and Texas may be more susceptible to certain hazards (such as earthquakes, floods or hurricanes) than properties in other parts of the country and mortgaged properties located in coastal states, including, but not limited to, Florida, Georgia, Louisiana, North Carolina and Texas, also may be more generally susceptible to hurricanes, tornados and other windstorms than properties in other parts of the country.  Recent hurricanes in the Gulf Coast region have resulted in severe property damage as a result of the winds and the associated flooding.  Some of the mortgaged properties may be located in areas more susceptible to these natural disasters.  The loan documents for the mortgage loans generally do not require flood insurance on the related mortgaged properties unless such mortgaged property is located in a flood zone and flood insurance is available.  Even if the mortgaged property is located in a flood zone and flood insurance is obtained, we cannot assure you that the flood insurance will be adequate to cover the loss.  Moreover, we cannot assure you that hurricane damage would be covered by insurance.  In addition, events such as the oil platform explosion and subsequent oil spill that occurred in the Gulf of Mexico in April 2010 led to regional economic downturn for the Gulf Coast of the United States, and had an adverse impact on mortgaged properties located in nearby states, including Florida, Louisiana and Texas.  Regional areas affected by such events often experience disruptions in travel, transportation and tourism, loss of jobs and an overall decrease in consumer activity, and often a decline in real estate-related investments.  There can be no assurance that the economies in such impacted areas will recover sufficiently to support income producing real estate at pre-event levels or that the costs of the related clean-up will not have a material adverse effect on the local or national economy.

In addition, certain cities, states or regions of the country are currently facing or may face a depressed real estate market, which is not due to any natural disaster, but which may cause an overall decline in property values.  Certain of the mortgaged properties are located in such cities, states and regions of the country.

Retail Properties Have Special Risks

There are 21 mortgaged properties that are retail properties securing mortgage loans representing approximately 44.4% of the outstanding pool balance as of the cut-off date (by allocated loan amount).  For a list of retail properties with a single tenant, see Annex A-1 to this prospectus supplement.  The value of retail properties is significantly affected by the quality of the tenants as well as fundamental aspects of real estate, such as location and market demographics.  The correlation between success of tenant business and a retail property’s value may be more direct with respect to retail properties than other types of commercial property because a component of the total rent paid by certain retail tenants is often tied to a percentage of gross sales.

The Presence or Absence of an “Anchor Tenant” May Adversely Affect the Economic Performance of a Retail Property.  Whether a retail property is “anchored,” “shadow anchored” or “unanchored” is also an important consideration.  The presence or absence of an “anchor tenant” or a “shadow anchor tenant” in or near a retail property also can be important, because anchors play a key role in generating customer

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traffic and making a center desirable for other tenants.  An “anchor tenant” is usually proportionately larger in size than most other tenants in the mortgaged property, is vital in attracting customers to a retail property and is located on the related mortgaged property.  Many of the retail properties securing one or more of the mortgage loans also have shadow anchor tenants.  A “shadow anchor tenant” is usually proportionally larger in size than most tenants in the mortgaged property, is important in attracting customers to a retail property and is located sufficiently close and convenient to the mortgaged property so as to influence and attract potential customers, but not on the mortgaged property.  The economic performance of an anchored or shadow anchored retail property will consequently be adversely affected by:

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

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

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

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

15 of the subject retail mortgaged properties, securing mortgage loans representing approximately 40.0% of the outstanding pool balance as of the cut-off date (by allocated loan amount), are retail properties that are considered by the applicable sponsor to have an “anchor tenant,” a “shadow anchor tenant” or are leased to a single tenant.  For a list of retail properties with a single tenant, see Annex A-1 to this prospectus supplement.

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

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

Retail properties that have shadow anchor stores often have reciprocal easement and operating agreements (each, an “REA”) between the retail property owner and such shadow anchors that contain certain operating and maintenance covenants.  Although a shadow anchor that owns its own parcel does not pay rent, it generally is required to pay a contribution toward common area maintenance and real estate taxes on the improvements and related real property.  With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus supplement as Crossgates Mall, representing approximately 12.9% of the outstanding pool balance as of the cut-off date, an affiliate of the related borrower owns two improved parcels (referred to as the Macy’s parcel and the Jordon Marsh parcel) that are part of the shopping center that includes the mortgaged property, but are not part of the collateral for the related mortgage loan, and are used, or may be used for, shadow anchor tenants or other retail tenants.  The shopping center that includes the mortgaged property is subject to a reciprocal easement agreement governing parking and other operational issues.

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

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

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

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

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

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

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

● factory outlet centers;

● discount shopping centers and clubs;

● video shopping networks;

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● catalogue retailers;

● home shopping networks;

● direct mail;

● internet websites; and

● telemarketers.

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

In the case of the mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus supplement as Crossgates Mall, securing a mortgage loan that represents approximately 12.9% of the outstanding pool balance as of the cut-off date, an affiliate of the borrower owns and operates a smaller retail property across the street from the mortgaged property.  There can be no assurance that conflicts of interest or competition for certain tenants will not arise between such properties.

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

Certain Risks of Retail Bank Branches.  3 of the mortgaged properties, securing approximately 5.7% (by allocated loan amount) of the outstanding pool balance as of the cut-off date, include significant tenants that are bank branches, which tenants represent, in each case, one or more of the five largest tenants at the related mortgaged property and are listed on Annex A-1 to this prospectus supplement.  Bank branches are specialty-use properties that are outfitted with vaults, teller counters and other customary installations and equipment that require significant capital expenditures.  The ability to lease these properties to entities other than financial institutions may be difficult due to the added cost and time of refitting the properties.  Additionally, certain of these mortgaged properties may have been designated as historic or landmark buildings or may be located in areas designated as historic or landmark.  Such properties may have restrictions related to renovations, construction or other restrictions and may not be permitted to be converted to alternative uses because of such restrictions.

A concentration of leases to banks as to a related mortgage loan or an individual mortgaged property securing a related mortgage loan could have a negative effect on net operating income in the event of a downturn in the banking industry or a shift in the banking industry business model concerning retail branches.  Individual banks, as well as the banking industry in general, may be adversely affected by negative economic and market conditions throughout the United States or in the local economies in which regional or community banks operate.  In addition, changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System, may have an adverse impact on banks’ loan portfolios and allowances for loan losses.  As a result, the mortgaged properties may experience higher rates of lease default or terminations in the event of a downturn in the banking industry than they would if the tenant base were more diversified.  This, in turn, could cause losses on the mortgage loans and on your investment in the certificates offered hereby.

Certain Risks of Restaurant Tenants.  10 of the mortgaged properties, securing approximately 9.5% (by allocated loan amount) of the outstanding pool balance as of the cut-off date, include significant restaurant tenants, which tenants represent, in each case, one or more of the five largest tenants at the related mortgaged property and are listed on Annex A-1 to this prospectus supplement.  Certain other mortgaged properties may have smaller restaurant tenants.  Restaurants are subject to certain unique

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risks including that restaurant space is not easily convertible to other types of retail space (or office space, if applicable) and that restaurant receipts are not only affected by objective factors but by subjective factors.  For instance, restaurant receipts are affected by such varied influences as the current personal income levels in the community, an individual consumer’s preference for type of food, style of dining and restaurant atmosphere, the perceived popularity of a restaurant, food safety concerns related to personal health or the handling of food items at the restaurant or by food suppliers and the actions/behaviors of staff and management and level of service to the customers.

Certain Risks of Health Club or Exercise Studio Space Tenants.  2 of the mortgaged properties, securing approximately 3.3% (by allocated loan amount) of the outstanding pool balance as of the cut-off date, include significant health club or exercise studio tenants, which tenants represent, in each case, one or more of the five largest tenants at the related mortgaged property and are listed on Annex A-1 to this prospectus supplement.  Certain other mortgaged properties may have smaller health club, exercise studio or similar tenants.  Several factors may adversely affect the value and successful operation of a health club or exercise studio, including:

● the physical attributes of the property (e.g., its age, appearance and layout);

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

● the quality and philosophy of management;

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

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

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

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

Certain Risks of Movie Theater Tenants.  2 of the mortgaged properties, securing approximately 18.8% (by allocated loan amount) of the outstanding pool balance as of the cut-off date, include significant movie theater tenants, which tenants represent, in each case, one or more of the five largest tenants at the related mortgaged property and are listed on Annex A-1 to this prospectus supplement.

Properties with movie theater tenants are exposed to unique risks.  Aspects of building site design and adaptability affect the value of a theater and make it difficult to easily convert to another use.  In addition, decreasing attendance at a theater could adversely affect revenue of the theater, which may, in turn, cause the tenant to experience financial difficulties, resulting in downgrades in their tenant ratings, if applicable, and in certain cases, bankruptcy filings.  See “—Tenant Bankruptcy Entails Risks” above.

Office Properties Have Special Risks

There are 10 office properties, securing approximately 22.9% of the outstanding pool balance as of the cut-off date (by allocated loan amount).

Various factors may adversely affect the value of office properties, including:

● the quality of an office building’s tenants;

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● the quality of property management;

● provisions in tenant leases that may include early termination provisions;

● an economic decline in the business operated by the tenants;

● the diversity of an office building’s tenants (or reliance on a single or dominant tenant);

● the physical attributes of the building in relation to competing buildings (e.g., age, condition, design, location, access to transportation and ability to offer certain amenities, including, without limitation, current business wiring requirements);

● the desirability of the area as a business location;

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

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

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

Certain of the office properties are occupied by tenants that utilize the mortgaged property as medical offices, some of which offices may perform out-patient medical procedures.  The performance of a medical office property may depend on the proximity of such property to a hospital or other healthcare establishment and on reimbursements for patient fees from private or government-sponsored insurance companies.  The sudden closure of a nearby hospital may adversely affect the value of a medical office property.  In addition, the performance of a medical office property may depend on reimbursements to tenants for patient fees from private or government-sponsored insurers and issues related to reimbursement (ranging from non-payment delays in payment) from such insurers could adversely impact cash flow at such mortgaged properties.  Moreover, medical office properties appeal to a narrow market of tenants and the value of a medical office property may be adversely affected by the availability of competing medical office properties.

Certain of the office properties may utilize all or a portion of the mortgaged property as a data center.  Data center properties may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable, or if the leased spaces were to become vacant, for any reason.  See “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” in this prospectus supplement.

Certain of the office properties are occupied by one or more tenants that utilize a portion of the mortgaged property as a restaurant.  For information regarding certain risks associated with restaurant tenants, see “—Retail Properties Have Special Risks—Certain Risks of Restaurant Tenants” in this prospectus supplement.

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

Mixed Use Facilities Have Special Risks

There are 3 mixed use properties, securing approximately 9.3% of the outstanding pool balance as of the cut-off date (by allocated loan amount).  Each of these mixed use properties contains two or more of the following property types: retail, office, multifamily, marina or warehouse.  To the extent a mixed use property has retail, office, multifamily, marina or warehouse components, such mortgaged property is subject to the risks relating to the property types described in “—Retail Properties Have Special Risks,”

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“—Office Properties Have Special Risks,” “—Multifamily Properties Have Special Risks,” “—Marina Properties Have Special Risks” and “Industrial Properties Have Special Risks.” A mixed use property may be subject to additional risks, including the property manager’s inexperience in managing the different property types that comprise such mixed use property.

Marina Properties Have Special Risks

1 mortgage loan, representing approximately 2.5% of the outstanding pool balance as of the cut-off date, is substantially secured by a full service marina comprised of in-water and dry enclosed and open-air boat storage and dock space as well as boat repair and sales facilities.  Generally, the profitability of a marina property may be adversely affected by (i) local, national and regional economic conditions, (ii) decreased demand for luxury goods, such as boats, (iii) changes in travel patterns, which may be caused by changes in gasoline prices and other costs of travel and demographics, (iv) the existence or construction of competing properties, (v) geographic location and dependence on tourism, (vi) natural disasters (particularly floods and hurricanes), (vii) the seasonal nature of the marine industry and (viii) government regulations, including those that govern the use of and construction on rivers, lakes and other waterways.  Such adverse effects could take the form of a reduction in the amounts that can be charged for boat storage and/or decreased occupancy levels at the mortgaged property.

Marinas and related businesses tend to respond to adverse economic conditions more quickly than do other types of commercial properties.  Furthermore, a significant number of the tenants at the mortgaged property may have month-to-month leases, thereby increasing the sensitivity of the mortgaged property’s performance to adverse economic conditions.  The marine industry is generally seasonal in nature and, as a result, periodic fluctuations are common with respect to boat sales and other revenues, occupancy levels and operating expenses.

Additionally, a marina property may not be readily converted to alternative uses, and any such conversion may require substantial capital expenditures.  See “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” in this prospectus supplement.

Multifamily Properties Have Special Risks

There are 10 multifamily properties, securing approximately 8.4% of the outstanding pool balance as of the cut-off date (by allocated loan amount).

A large number of factors may adversely affect the value and successful operation of a multifamily property, including:

● the physical attributes of the apartment building (e.g., its age, appearance and construction quality);

● the quality of property management;

● the location of the property (e.g., a change in the neighborhood over time or increased crime in the neighborhood);

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

● the types of services the property provides;

● the property’s reputation;

● the level of mortgage interest rates (which may encourage tenants to purchase rather than rent housing);

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

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

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

● restrictions on the age of tenants who may reside at the property, thereby limiting the pool of potential tenants;

● the presence of competing properties and residential developments in the local market;

● the existence of corporate tenants renting large blocks of units at the property, which if such tenant vacates would leave the property with a significant percentage of unoccupied space, and if such tenant was renting at an above-market rent may make finding replacement tenants difficult;

● the tenant mix, particularly if the tenants are predominantly students, personnel from or workers related to a military base or workers from a particular business or industry;

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

● state and local regulations;

● government assistance/rent subsidy programs; and

● national, state or local politics.

State Regulations and Government Subsidies May Affect a Borrower’s Ability To Repay a Multifamily Mortgage Loan.  Certain states regulate the relationship of an owner and its tenants.  Commonly, these laws require a written lease, good cause for eviction, disclosure of fees, and notification to residents of changed land use, while prohibiting unreasonable rules, retaliatory evictions, and restrictions on a resident’s choice of unit vendors.  Apartment building owners have been the subject of suits under state “Unfair and Deceptive Practices Acts” and other general consumer protection statutes for coercive, abusive or unconscionable leasing and sales practices.  A few states offer more significant protection.  For example, there are provisions that limit the basis on which a landlord may terminate a tenancy or increase its rent or prohibit a landlord from terminating a tenancy solely by reason of the sale of the owner’s building.

In addition to state regulation of the landlord-tenant relationship, numerous counties and municipalities, including those in which certain of the mortgaged properties are located, impose rent control on apartment buildings.  These ordinances may limit rent increases to fixed percentages, to percentages of increases in the consumer price index, to increases set or approved by a governmental agency, or to increases determined through mediation or binding arbitration.  In many cases, the rent control laws do not permit vacancy decontrol.  Local authorities may not be able to impose rent control because it is pre-empted by state law in certain states, and rent control is not imposed at the state level in those states.  In some states, however, local rent control ordinances are not pre-empted for tenants having short-term or month-to-month leases, and properties there may be subject to various forms of rent control with respect to those tenants.  Any limitations on a borrower’s ability to raise property rents may impair such borrower’s ability to repay its multifamily mortgage loan from its net operating income or the proceeds of a sale or refinancing of the related multifamily property.

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Certain of the mortgage loans may be secured now or in the future by mortgaged properties that are eligible for and have received low-income housing tax credits pursuant to Section 42 of the Internal Revenue Code of 1986, as amended, in respect of various units within the property or have tenants that rely on rent subsidies under various government-funded programs, including the Section 8 Tenant-Based Assistance Rental Certificate Program of the U.S. Department of Housing and Urban Development.  The depositor gives no assurance that such programs will be continued in their present form or that the level of assistance provided will be sufficient to generate enough revenues for the related borrower to meet its obligations under the related mortgage loan.  See “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Mortgage Loans Subject to Government Assistance Programs” in this prospectus supplement.

Student Housing Facilities Pose Risks Not Associated With Other Types of Multifamily Properties.  1 of the mortgage loans indicated above as secured by a multifamily property, representing approximately 1.4% of the outstanding pool balance as of the cut-off date, is secured by student housing properties.  Student housing facilities may be more susceptible to damage or wear and tear than other types of multifamily housing.  Such properties are also affected by their reliance on the financial well-being of the college or university to which such housing relates, competition from on-campus housing units (which may adversely affect occupancy), and the physical layout of the housing (which may not be readily convertible to traditional multifamily use).  Further, student tenants have a higher turnover rate than other types of multifamily tenants, which in certain cases is compounded by the fact that student leases are often available for periods of less than 12 months.

Hospitality Properties Have Special Risks

There are 8 hospitality properties, securing approximately 7.6% of the outstanding pool balance as of the cut-off date (by allocated loan amount).  2 hospitality properties, securing approximately 2.4% of the outstanding pool balance as of the cut-off date (by allocated loan amount), are considered full service.  6 hospitality properties, securing approximately 5.2% of the outstanding pool balance as of the cut-off date (by allocated loan amount), are considered limited service.

Various factors may adversely affect the economic performance of a hospitality property, including:

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

● poor property management;

● the construction of competing hotels or resorts;

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

● conversion to alternative uses which may not be readily made;

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

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

● management ability of property managers and/or whether management contracts or franchise agreements are renewed or extended upon expiration;

● desirability of particular locations;

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● location, quality and management company’s affiliation, each of which affects the economic performance of a hospitality property; and

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

Because hotel rooms generally are rented for short periods of time, the financial performance of hospitality properties tends to be affected by adverse economic conditions and competition more quickly than other commercial properties.

The Seasonality of Business May Create Shortfalls in Hospitality Revenue.  The hospitality and lodging industry is generally seasonal in nature and different seasons affect different hospitality properties depending on type and location.  This seasonality can be expected to cause periodic fluctuations in a hospitality property’s room and restaurant revenues, occupancy levels, room rates and operating expenses.  There can be no assurance that cash flow will be sufficient to offset any shortfalls that occur at the mortgaged property during slower periods or that the related mortgage loans provide for seasonality reserves, or if seasonality reserves are provided for, that such reserves will be funded or will be sufficient or available to fund such shortfalls.

The Inability to Maintain a Liquor License May Adversely Impact Hospitality Revenue.  The liquor licenses for most of the applicable mortgaged properties are commonly held by affiliates of the mortgagors, unaffiliated managers or operating lessees.  The laws and regulations relating to liquor licenses generally prohibit the transfer of such licenses.  In the event of a foreclosure of a hospitality property that holds a liquor license, a purchaser in a foreclosure sale would likely have to apply for a new license, which might not be granted or might be granted only after a delay which could be significant.  There can be no assurance that a new license could be obtained promptly or at all.  The lack of a liquor license in a full-service hospitality property could have an adverse impact on the revenue from the related mortgaged property or on the hotel’s occupancy rate.

The Performance of a Hospitality Property Depends in Part on the Performance of Its Management Company.  7 of the hospitality properties, securing approximately 6.7% of the outstanding pool balance as of the cut-off date (by allocated loan amount), are affiliated with a franchise or hotel management company through a franchise or management agreement.  A hospitality property subject to a franchise, management or marketing agreement is typically required by the hotel chain or management company to maintain certain standards and satisfy certain criteria or risk termination of its affiliation.

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

● the continued existence, reputation, and financial strength of the franchisor or hotel management company;

● the public perception of the franchise or management company or hotel chain service mark; and

● the duration of the franchise licensing agreement or management agreement.

Any provision in a franchise agreement providing for termination because of the bankruptcy of a franchisor generally will not be enforceable. Replacement franchises may require significantly higher fees.

Transferability of franchise license agreements is generally restricted.  In the event of a foreclosure, the lender or its agent would not have the right to use the franchise license without the franchisor’s consent.

Certain of the franchise agreements or management agreements may, by their express provisions, expire during the term of the related mortgage loan.  No assurance can be given that such agreements will be renewed.  In addition, no assurance can be given that a franchise or management agreement will

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not be terminated for any other reason during the term of the related mortgage loan or that the issuing entity would be able to renew a franchise or management agreement or obtain a new franchise or management agreement following termination of the agreement, including with respect to any in place at the time of foreclosure.

Self Storage Properties Have Special Risks

There are 22 self storage properties, securing approximately 5.8% of the outstanding pool balance as of the cut-off date (by allocated loan amount).  Various factors may adversely affect the value and successful operation of a self storage property.

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

● decreased demand;

● competition;

● lack of proximity to apartment complexes or commercial users;

● apartment tenants moving to single-family homes;

● decline in services rendered, including security;

● dependence on business activity ancillary to renting units;

● security concerns;

● age of improvements; or

● other factors;

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

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

With respect to each of the mortgage loans secured by the portfolios of mortgaged properties identified on Annex A-1 to this prospectus supplement as U-Haul Portfolio SAC 23 and U-Haul Portfolio SAC 22, representing in the aggregate approximately 5.4% of the outstanding pool balance as of the cut-off date, approximately 15.8% and 25.4%, respectively, of the underwritten effective gross income by the related mortgaged properties is non-storage revenue associated with several agreements by and among the related borrower and certain affiliates of U-Haul International, Inc., which is also affiliated with the sponsor of the mortgage loan, including a dealership contract, pursuant to which the related borrower receives commissions for renting trucks, motor vehicles, trailers and related equipment, the sale of boxes, tape and other packaging materials, and leases between U-Haul International, Inc. and the related borrower for space at the mortgaged properties.  The applicable affiliates of U-Haul International, Inc. have entered into an assignment and subordination agreement, which provides that the dealer agreement will remain in place for one year after a foreclosure or deed in lieu of foreclosure, at the election of the

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related lender.  After the one year period, the affiliates of U-Haul International, Inc. may terminate the dealer agreement and the leases are subject to subordination and attornment agreements that give the related lender the option to enforce or terminate such leases.  As a result, we cannot assure you that net operating income or the related mortgaged properties will not be negatively impacted if the related lender elects to foreclose on its interests in the mortgaged properties, or that such revenue streams will continue to be generated by the mortgaged properties.

Industrial Properties Have Special Risks

There are 2 industrial properties, securing approximately 1.5% of the outstanding pool balance as of the cut-off date (by allocated loan amount). Significant factors determining the value of industrial properties are:

● the quality of tenants;

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

● the property becoming functionally obsolete;

● building design and adaptability;

● unavailability of labor sources;

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

● changes in proximity of supply sources;

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

● the location of the property.

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

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

Aspects of building site design and adaptability affect the value of an industrial property.  Site characteristics which are generally desirable to an industrial property include high, clear ceiling heights, wide column spacing, a large number of bays (loading docks) and large bay depths, divisibility, minimum large truck turning radii and overall functionality and accessibility.  Location is also important because an industrial property requires the availability of labor sources, proximity to supply sources and customers and accessibility to rail lines, major roadways and other distribution channels.  Because of the construction utilized in connection with certain industrial facilities, it might be difficult or costly to convert such a facility to an alternative use.

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

Retail leases often, and office leases sometimes, give tenants the right to terminate the related lease or abate or reduce the related rent for various reasons or upon various conditions, including (i) if the borrower for the applicable mortgaged property allows uses at the mortgaged property in violation of use restrictions in current tenant leases, (ii) if the borrower or any of its affiliates owns other properties within a certain radius of the mortgaged property and allows uses at those properties in violation of use restrictions, (iii) if the related borrower fails to provide a designated number of parking spaces, (iv) if there is construction at or otherwise affecting access to or parking on the related mortgaged property or an adjacent property (whether or not such adjacent property is owned or controlled by the borrower or any of its affiliates) that may interfere with visibility or a tenant’s use of or access to or parking upon the mortgaged property, (v) upon casualty or condemnation with respect to all or a portion of the mortgaged property above a certain threshold or that interferes with a tenant’s use of or access to such mortgaged property or that otherwise renders such mortgaged property unsuitable for a tenant’s use or if the borrower fails to rebuild such mortgaged property within a certain time, (vi) if a tenant’s use is not permitted by zoning or applicable law, (vii) if utilities or other essential services are not provided to the subject space for a specified period, or (viii) if the landlord defaults on its obligations under the lease.  In each identified instance the borrower may have interests adverse to the mortgagee, and we cannot assure you that the borrower will not violate those restrictions if it feels that such violation may otherwise benefit it or its affiliates to do so, even where such action is to the detriment of the mortgaged property.

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

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

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

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

For example, as regards the 10 largest mortgage loans:

● In the case of the mortgaged property identified on Annex A-1 to this prospectus supplement as Crossgates Mall, which secures a mortgage loan representing approximately 12.9% of the outstanding pool balance as of the cut-off date, the largest tenant, known as “JCPenney,” has the right to terminate its lease in September 2013 with 3 months’ prior notice, and the fifth largest tenant, known as “Forever 21,” has the right to terminate its lease with at least 2 months’ prior notice if sales during the period of May 2014 to April 2015 do not exceed $5,000,000.

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● In the case of the mortgaged property identified on Annex A-1 to this prospectus supplement as Tek Park Business Center, which secures a mortgage loan representing approximately 4.8% of the outstanding pool balance as of the cut-off date, the third largest tenant, known as “Buckeye Partners,” has a termination option in October 2016 exercisable with one year’s notice and upon payment of a termination fee of $250,000.

Any exercise of the foregoing termination rights could result in vacant space at the related mortgaged property, renegotiation of the lease with the related tenant or re-letting of the space.  We cannot assure you that any vacated space could or would be re-let.  Furthermore, we cannot assure you that the foregoing termination and/or abatement rights will not arise in the future or materially adversely affect the related borrower’s ability to meet its obligations under the related mortgage loan documents.  See “—Certain Additional Risks Related to Tenants” above.

Condominium Properties Have Special Risks

2 of the mortgage loans, representing approximately 1.1% of the outstanding pool balance as of the cut-off date, are secured or may be secured, in whole or in part, by the related borrower’s fee simple ownership interest in one or more condominium units.  In addition, in the case of the mortgaged property identified on Annex A-1 to this prospectus supplement as Creekside Plaza, representing approximately 5.9% of the outstanding pool balance as of the cut-off date, one of the buildings serving as collateral for the related mortgage loan may be converted to a condominium form of ownership, and a tenant at such building will, in certain cases, have the right to cause the landlord to submit a condominium subdivision application (at such tenant’s expense).  See “Risk Factors—Options and Other Purchase Rights May Affect Value or Hinder Recovery with Respect to the Mortgaged Properties.”

The management and operation of a condominium is generally controlled by a condominium board representing the owners of the individual condominium units, subject to the terms of the related condominium rules or by-laws.  Generally, the consent of a majority of the board members is required for any actions of the condominium board and a unit owner’s ability to control decisions of the board are generally related to the number of units owned by such owner as a percentage of the total number of units in the condominium.

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

Certain condominium declarations and/or local laws provide for the withdrawal of a property from a condominium structure under certain circumstances.  For example, the New York Condominium Act provides for a withdrawal of the property from a condominium structure by vote of 80% of unit owners.  If the condominium is terminated, the building will be subject to an action for partition by any unit owner or lienor as if owned in common.  This could cause an early and unanticipated prepayment of the mortgage loan.  There can be no assurance the proceeds from partition will be sufficient to satisfy borrower’s obligations under the mortgage loan.

Due to the nature of condominiums and a borrower’s ownership interest therein, a default on a mortgage loan secured by the borrower’s interest in one or more condominium units may not allow the related lender the same flexibility in realizing upon the underlying real property as is generally available

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with respect to non-condominium properties.  The rights of any other unit owners, the governing documents of the owners’ association and state and local laws applicable to condominiums must be considered and respected.  Consequently, servicing and realizing upon such collateral could subject the issuing entity to greater expense and risk than servicing and realizing upon collateral for other mortgage loans that are not condominiums.

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

Certain of the mortgaged properties are currently undergoing, or are expected to undergo in the future, construction, development, redevelopment, renovation or repairs.

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

If the related borrower or tenant fails to pay the costs for work completed or material delivered in connection with such ongoing construction, redevelopment, renovation or repairs, the related mortgaged property may be subject to mechanic’s or materialmen’s liens that may be senior to the lien of the related mortgage loan.  The existence of construction or renovation at a mortgaged property may make such mortgaged property less attractive to tenants or their customers or other users and, accordingly, could have a negative impact on net operating income.

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

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

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

For example, in the case of the mortgaged property identified on Annex A-1 to this prospectus supplement as Creekside Plaza, which secures a mortgage loan representing approximately 5.9% of the outstanding pool balance as of the cut-off date, the largest tenant, known as “Regional Center of the East Bay” has certain options, including:  (1) if the landlord is able to complete a condominium subdivision of the building, an option to purchase the condominium for approximately $32.4 million, exercisable upon the recording of the condominium map, which option expires in April 2030 and may not be consummated during the first year of the loan term; (2) an option to purchase the entire building for approximately $39.3 million, which option expires in April 2030 and may not be consummated during the first year of the loan term; and (3) a right of first offer to purchase the building or any condominium portion thereof with respect to a sale to any party other than certain permitted transferees, provided, that if the landlord rejects such offer, it generally will not be permitted to accept a purchase price less than 97% of the purchase price

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offered by the tenant.  In addition, if the landlord is unable to effectuate the condominium subdivision prior to April 19, 2013, the tenant will have the right to request that the landlord resubmit its condominium subdivision application (at the tenant’s expense).

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

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

In the event of the bankruptcy or insolvency of any mortgage loan seller, it is possible the issuing entity’s right to payment from or ownership of the mortgage loans could be challenged, and if such challenge were successful, delays or reductions in payments on your certificates could occur.

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

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

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

The costs of any required remediation and the owner’s or operator’s liability for them as to any property are generally not limited under these laws, ordinances and regulations and could exceed the value of the mortgaged property and the aggregate assets of the owner or operator.  In addition, as to the owners or operators of mortgaged properties that generate hazardous substances that are disposed of at “offsite” locations, the owners or operators may be held strictly, jointly and severally liable if there are releases or threatened releases of hazardous substances at the offsite locations where that person’s hazardous substances were disposed.  Additionally, third parties may seek recovery from owners or operators of real properties for personal injury or property damages associated with exposure to hazardous or toxic substances related to the properties.

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

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resulting from exposure to lead-based paint under common law and various state and local laws and regulations that impose affirmative obligations on property owners of residential housing containing lead-based paint.

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

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

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

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

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

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

(a)           take investigative and/or remedial action;

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

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

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

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

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

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

Potential Issuing Entity Liability Related to a Materially Adverse Environmental Condition

The mortgage loan sellers have represented to the depositor that all of the mortgaged properties have had an environmental site assessment within the 12 months preceding the origination date of the related mortgage loan.  The mortgage loan sellers have represented to the depositor that to the extent a Phase II environmental site assessment was recommended, such Phase II was conducted or other measures were taken, such as obtaining a lender’s environmental insurance policy.  See “Description of the Mortgage Pool—Certain Underwriting Matters—Environmental Site Assessments” in this prospectus supplement.

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There can be no assurance that any environmental site assessment, study or review or Phase I and/or Phase IIsampling revealed all possible environmental hazards or that all environmental matters that were revealed were or will be remediated or otherwise adequately addressed.  The environmental assessments relating to certain of the mortgage loans revealed the existence of various current and historical recognized environmental conditions, including friable or non-friable asbestos-containing materials, mold, lead-based paint, radon gas, leaking aboveground and/or underground storage tanks, current or historical use as a dry cleaning operation, lumber yard and gravel pit, gas station, auto repair operation and/or photo development operation, storage of large quantities of waste chemicals, polychlorinated biphenyl contamination, soil and/or ground water contamination (or potential contamination) from onsite and/or off-site sources, elevated soil vapor concentrations or other material environmental conditions.  In some cases, particularly with respect to multifamily and manufactured housing community mortgaged properties, a property owner must disclose an environmental condition to potential tenants which may deter them from leasing the subject space.  The environmental assessments relating to certain of the mortgage loans may have revealed that the related mortgaged property was located in or near a superfund site.  For information regarding environmental site assessments at the mortgaged properties, see “Description of the Mortgage Pool—Certain Underwriting Matters—Environmental Site Assessments” below.

With respect to the portfolio of mortgaged properties identified on Annex A-1 to this prospectus supplement as U-Haul Portfolio SAC 23, securing a mortgage loan that represents approximately 2.8% of the outstanding pool balance as of the cut-off date, Phase I environmental reports recommended no further action, except with respect to the mortgaged properties identified as U-Haul Court Pulaski Highway, U-Haul Court Gentilly and U-Haul Naco-Perrin.  With respect to the mortgaged property identified as U-Haul Court Pulaski Highway, the Phase I environmental report recommended the removal of inactive above ground storage tanks for an estimated cost of $2,000, for which $2,500 was reserved at closing.  With respect to the mortgaged property identified as U-Haul Court Gentilly, the Phase I environmental report recommended a ground penetrating radar survey to determine whether an underground storage tank existed at the property at an estimated cost of $50,000, for which $62,500 was reserved at closing.  With respect to the mortgaged property identified as U-Haul Naco-Perrin, the Phase I environmental report recommended a moisture intrusion study at a cost of $20,000, for which $25,000 was reserved at closing.

With respect to the mortgaged property identified on Annex A-1 to this prospectus supplement as Harbour Towne, securing a mortgage loan that represents approximately 2.5% of the outstanding pool balance as of the cut-off date, the mortgaged property formerly had five underground storage tanks (“USTs”) that were removed in or prior to 1990.  Soil and groundwater contamination were detected in connection with the removal of one of the USTs and remedial actions were conducted from June 1990 to February 1991.  A sampling in July 1994 revealed that contamination was still present.  Because the mortgaged property was deemed eligible for state-funded cleanup under the Early Detection Incentive Program and will ultimately be cleaned up by the State of Florida under the program, no additional action was recommended with respect to the contamination caused from the removal of the UST.  In April 2012, a limited Phase II environmental site assessment was performed at the mortgaged property, and benzene levels were found in the soil and groundwater above target levels, requiring further action.  The environmental assessment recommended that a Natural Attenuation Monitoring Plan (“NAMP”) be proposed to the Broward County Environmental Protection and Growth Management Department (“EPGMD”) as a strategy for site closure.  The borrower has covenanted under the related mortgage loan documents to comply with the environmental assessment’s recommendation and, in the event the NAMP is not accepted, undertake all reasonable efforts as may be required by the EPGMD or the Florida Department of Environmental Protection to obtain site closure.

With respect to the mortgaged property identified on Annex A-1 to this prospectus supplement as Park Place at Palm Bluffs, securing a mortgage loan that represents approximately 0.8% of the outstanding pool balance as of the cut-off date, the mortgaged property is located on and/or near landfills and wastewater ponds and is subject to a Post-Closure Land Use Plan (the “Land Use Plan”) that requires, for a period of 30 years, that a methane gas collection system be operated in each of the four buildings at the mortgaged property.  The County of Fresno Department of Public Health, Environmental

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Health Division inspection reports, dated April 12, 2012, revealed that a sensor to the methane monitoring and control systems at one of the buildings needed to be replaced within 90 days.  The environmental consultant recommended continued implementation and compliance with the Land Use Plan.  Under the loan documents, the borrower has covenanted to replace the sensor within the 90-day period.

With respect to the mortgaged property identified on Annex A-1 to this prospectus supplement as Granada Plaza, securing a mortgage loan that represents approximately 0.8% of the outstanding pool balance as of the cut-off date, groundwater contamination related to former dry cleaning operations was detected in 1996.  Limited testing conducted in 2006 did not identify contamination levels above certain thresholds; however, based upon the 1996 testing, the site is eligible for the Drycleaning Solvent Cleanup Program (“DSCP”), which supports assessments and remediations of such sites.  The mortgaged property has not been ranked high enough at this time by the Florida Department of Environmental Protection (the “FDEP”) to be targeted for remediation under the DSCP.  The FDEP administers the DSCP and under the DSCP it is anticipated that the State of Florida will oversee and cover costs related to the assessment and cleanup of both onsite and offsite contamination after the payment of a deductible; however, the DSCP would not cover third party claims resulting from releases from the dry cleaning facility.

With respect to the mortgaged property identified on Annex A-1 to this prospectus supplement as 1230 Teller Avenue, securing a mortgage loan that represents approximately 0.7% of the outstanding pool balance as of the cut-off date, the mortgaged property was identified as a New York State Department of Environmental Conservation (“NYSDEC”) spill site and is an active case as a result of a heating oil spill on or before October 19, 2001.  A truck delivering #6 heating oil to the mortgaged property had a fill line break and a significant amount of heating oil was released into the basement of the mortgaged property.  The oil traveled down gradient to an adjacent property (not owned by the borrower) and the borrower is responsible for closing out the case with NYSDEC.  The borrower hired an environmental remediation firm to remediate the spill damage at the mortgaged property and the adjacent property, including clean-up of the basements at both properties and the installation of four monitoring wells in the basement of the adjacent property and two wells under the sidewalk.  In September 2006, oil was observed in the six wells.  In December 2011, oil was present in two of the four wells in the basement at the adjacent property but the sidewalk wells were clean.  To close out the case with NYSDEC, the environmental remediation firm recommended installation of a remedial system at the adjacent property and the operation, monitoring and maintenance of the system for two years.  The costs related to compliance with the recommendation, including costs associated with providing reports to NYSDEC and bringing the site to closure, was estimated to be approximately $142,480.

With respect to the mortgaged property identified on Annex A-1 to this prospectus supplement as 2900 Northwest Boulevard, representing approximately 0.5% of the outstanding pool balance (by allocated loan amount) as of the cut-off date, environmental contamination exists at the mortgaged property in groundwater, soil and sub-slab vapor at concentrations precluding unrestricted use of the mortgaged property.  A Notice of Brownfields Property (the “Brownfields Notice”) was filed on August 4, 2010 and recorded at the Gaston County Register of Deeds office.  The related agreement (the “Brownfields Agreement”) contains land use restrictions for the mortgaged property including:  (i) the mortgaged property may only be used for industrial purposes; (ii) no new building (or basement on an existing building) may be constructed on the mortgaged property until the North Carolina Department of Environment and Natural Resources (“DENR”) has been consulted; (iii) any materials used in any construction must be approved by DENR; (iv) no activities may be conducted which encounter, expose, remove or use groundwater for any purpose other than assessment or remediation; (v) soil within the contaminated area may not be exposed without approval from DENR; (vi) the monitoring well may be abandoned only upon written approval from DENR; (vii) no parties conducting environmental assessment or remediation at the mortgaged property may be denied access; and (viii) during January of each year, the property owner is required to submit a notarized “Land Use Restriction Update” to DENR and other officials, certifying that the Brownfields Notice remains recorded and that the land use restrictions are being complied with.  The recent environmental assessment of the mortgaged property provided that no further action was recommended other than continued compliance with the Brownfields Agreement.  The loan documents provide for recourse to the borrower and liability to the guarantors for any failure to

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comply with any environmental requirements and regulations, including the terms of the Brownfields Agreement.

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

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

Borrower May Be Unable To Repay the Remaining Principal Balance on the Maturity Date or Anticipated Repayment Date

All of the mortgage loans are non-amortizing or partially amortizing balloon loans or anticipated repayment date loans that provide for substantial payments of principal due at their stated maturities or anticipated repayment dates, as applicable.  Some of the mortgage loans provide for interest-only debt service payments for all or part of their respective terms.

Mortgage loans with substantial remaining principal balances at their stated maturity date or anticipated repayment date involve greater risk than fully amortizing mortgage loans.  This is because the borrower may be unable to repay the mortgage loan at that time.  In addition, fully amortizing mortgage loans which may pay interest on an “actual/360” basis but have fixed monthly payments may, in effect, have a small balloon payment due at maturity.

Balloon loans involve a greater risk to the lender than amortizing loans because a borrower’s ability to repay a balloon mortgage loan (or loan combination) on its stated maturity date or anticipated repayment date typically will depend upon its ability either to refinance the mortgage loan (or loan combination) or to sell the mortgaged property at a price sufficient to permit repayment.  A borrower’s ability to effect a refinancing or sale will be affected by a number of factors as described in “Risk Factors—Commercial and Multifamily Mortgage Loans Are Subject to Certain Risks That Could Adversely Affect the Performance of Your Offered Certificates—Mortgage Loans With Balloon Payments Have a Greater Risk of Default” in the prospectus.

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

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

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

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

See “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans” in this prospectus supplement.  See “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans” in this prospectus supplement and “Risk Factors—Mortgage Loans With Balloon Payments Have a Greater Risk of Default” in the prospectus.

Risks Relating to Borrower Organization or Structure

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

Tenancies in Common May Hinder Recovery

2 of the mortgaged properties, representing approximately 1.2% (by allocated loan amount) of the outstanding pool balance as of the cut-off date, have borrowers that own the related mortgaged property as tenants-in-common. In a tenant-in-common ownership structure, each tenant-in-common owns an undivided share in the property.  If such tenant-in-common borrower desires to sell its interest in the property (and is unable to find a buyer or otherwise needs to force a partition), the tenant-in-common borrower has the ability to request that a court order a sale of the property and distribute the proceeds to each tenant-in-common proportionally.  As a result, if a tenant-in-common that has not waived its right of partition or similar right exercises a right of partition, the related mortgage loan may be subject to prepayment.  The bankruptcy, dissolution or action for partition by one or more of the tenant-in-common borrowers could result in an early repayment of the related mortgage loan, significant delay in recovery against the tenant-in-common borrowers, particularly if the tenant-in-common borrowers file for bankruptcy separately or in series (because each time a tenant-in-common borrower files for bankruptcy,

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

Risks Related to Additional Debt

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

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

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

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

Although the terms of the mortgage loans generally prohibit additional debt of the borrowers and debt secured by direct or indirect ownership interests in the borrowers, except as described under “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Other Financing,” it has not been confirmed whether or not any of the borrowers has incurred additional secured or unsecured debt, or has permitted encumbrances on the direct or indirect ownership interests in such borrowers.  

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There can be no assurance that the borrowers have complied with the restrictions on indebtedness contained in the related mortgage loan documents.

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

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

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

Bankruptcy Proceedings Entail Certain Risks

Under the federal bankruptcy code, the filing of a petition in bankruptcy by or against a borrower will stay the sale of the real property owned by that borrower, as well as the commencement or continuation of a foreclosure action or any deficiency judgment proceedings.  In addition, even if a court determines that the value of the mortgaged property is less than the principal balance of the mortgage loan it secures, the court may prevent a lender from foreclosing on the mortgaged property (subject to certain protections available to the lender).  As part of a restructuring plan, a court also may reduce the amount of secured indebtedness to the then-current value of the mortgaged property.  This action would make the lender a general unsecured creditor for the difference between the then-current value and the amount of its outstanding mortgage indebtedness.  A bankruptcy court also may:

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

● reduce monthly payments due under a mortgage loan;

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

● otherwise alter the mortgage loan’s repayment schedule.

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

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

As a result of the foregoing, the trustee’s recovery with respect to borrowers in bankruptcy proceedings may be significantly delayed, and the aggregate amount ultimately collected may be substantially less than the amount owed.

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

Risks Related to Loan Sponsor Guaranties

In connection with the origination of certain mortgage loans, a borrower may have been permitted to provide a guaranty from its parent or loan sponsor in lieu of funding a reserve or providing an irrevocable letter of credit.  A loan sponsor on a guaranty in lieu of reserves will typically be an individual or operating entity; as such, it is capable of incurring liabilities, whether intentionally (such as incurring other debt) or unintentionally (such as being named in a lawsuit).  In addition, such individuals and entities are not restricted from filing for bankruptcy protection.  Notwithstanding any net worth requirements that may be contained in a guaranty, there can be no assurance that a loan sponsor or guarantor will be willing or financially able to satisfy guaranteed obligations.  See “—Risks Related to Litigation and Condemnation” below.

Lack of Skillful Property Management Entail Risks

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

● responding to changes in the local market;

● planning and implementing the rental structure;

● operating the property and providing building services;

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● managing operating expenses; and

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

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

A good property manager, by controlling costs, providing appropriate service to tenants and seeing to the maintenance of improvements, can improve cash flow, reduce vacancy, leasing and repair costs and preserve the building’s value.  On the other hand, management errors can, in some cases, impair short-term cash flow and the long-term viability of an income producing property.

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

Risks of Inspections Relating to Property

With limited exception, licensed engineers or consultants inspected the mortgaged properties in connection with the origination of the mortgage loans to assess items such as structure, exterior walls, roofing, interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements.  However, there is no assurance that all conditions requiring repair or replacement were identified, or that any required repairs or replacements were effected.

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

The world-wide economic crisis has had a material impact on general economic conditions, consumer confidence and market liquidity.  The economic impact of the United States’ military operations in Afghanistan, Iraq and other parts of the world, as well as the possibility of any terrorist attacks domestically or abroad, is uncertain, but could have a material adverse effect on general economic conditions, consumer confidence, and market liquidity.  We can give no assurance as to the effect of these events on consumer confidence and the performance of the mortgage loans held by the issuing entity.  Any adverse impact resulting from these events would be borne by the holders of one or more classes of the certificates.  In addition, natural disasters, including earthquakes, floods and hurricanes, and other disasters, such as the oil spill in the Gulf of Mexico in 2010, also may adversely affect the real properties securing the mortgage loans that back your certificates.  For example, real properties located in California may be more susceptible to certain hazards (such as earthquakes or wildfires) than properties in other parts of the country and mortgaged properties located in coastal states generally may be more susceptible to hurricanes than properties in other parts of the country.  Hurricanes and related windstorms, floods and tornadoes have caused extensive and catastrophic physical damage in and to coastal and inland areas located in the Gulf Coast region of the United States and certain other parts of the southeastern United States.  The underlying mortgage loans do not all require the maintenance of flood insurance for the related real properties.  We cannot assure you that any damage caused by hurricanes, windstorms, floods or tornadoes would be covered by insurance.

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

Certain Risks Are Not Covered under Standard Insurance Policies.  In general (other than where the mortgage loan documents permit the borrower to rely on a tenant to obtain the insurance coverage, including in each such case a ground tenant, on self-insurance provided by a tenant or on a tenant’s

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agreement to rebuild or continue paying rent), the master servicer and special servicer will be required to cause the borrower on each mortgage loan to maintain such insurance coverage in respect of the related mortgaged property as is required under the related mortgage loan documents.  See “Description of the Mortgage Pool—Certain Underwriting Matters—Property, Liability and Other Insurance” in this prospectus supplement.  In general, the standard form of fire and extended coverage policy covers physical damage to or destruction of the improvements of a property by fire, lightning, explosion, smoke, windstorm and hail, and riot, strike and civil commotion, subject to the conditions and exclusions specified in each policy (windstorm is a common exclusion for properties located in certain locations).  Most policies typically do not cover any physical damage resulting from, among other things:

● war;

● revolution;

● terrorism;

● nuclear, biological or chemical materials;

● governmental actions;

● floods and other water related causes;

● earth movement, including earthquakes, landslides and mudflows;

● wet or dry rot;

● vermin; and

● domestic animals.

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

Standard Insurance May Be Inadequate Even for Types of Losses That Are Insured Against.  Even if a type of loss is covered by the insurance policies required to be in place at the mortgaged properties, the mortgaged properties may suffer losses for which the insurance coverage is inadequate.  For example:

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

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

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

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

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

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

Even if the mortgage loan documents specify that the related borrower must maintain standard extended coverage casualty insurance or other insurance that covers acts of terrorism, the borrower may fail to maintain such insurance and the master servicer or the special servicer may not enforce such default or cause the borrower to obtain such insurance if the special servicer has determined, in accordance with the servicing standards and subject to the discussion under “The Pooling and Servicing Agreement—The Directing Holder” and “The Pooling and Servicing Agreement—The Operating Advisor” in this prospectus supplement, that either (a) such insurance is not available at any rate or (b) such insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the mortgaged property and located in or around the geographic region in which such mortgaged property is located (but only by reference to such insurance that has been obtained by such owners at current market rates) (such default, an “Acceptable Insurance Default”).  Additionally, if the related borrower fails to maintain such insurance, neither the applicable master servicer nor the special servicer will be required to maintain such terrorism insurance coverage if the special servicer determines, in accordance with the servicing standards, that such insurance is not available for the reasons set forth in (a) or (b) of the preceding sentence.  Furthermore, at the time existing insurance policies are subject to renewal, there is no assurance that terrorism insurance coverage will be available and covered under the new policies or, if covered, whether such coverage will be adequate.  Most insurance policies covering commercial real properties such as the mortgaged properties are subject to renewal on an annual basis.  If this coverage is not currently in effect, is not adequate or is ultimately not continued with respect to some of the mortgaged properties and one of those properties suffers a casualty loss as a result of a terrorist act, then the resulting casualty loss could reduce the amount available to make distributions on your certificates.

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

Risks Associated with Blanket Insurance Policies or Self-Insurance

Certain of the mortgaged properties are covered by blanket insurance policies, which also cover other properties of the related borrower or its affiliates (including certain properties in close proximity to the mortgaged properties).  In the event that such policies are drawn on to cover losses on such other properties, the amount of insurance coverage available under such policies would thereby be reduced and could be insufficient to cover insurable risks at the related mortgaged property.  In addition, with respect to some of the mortgaged properties, a sole tenant is permitted to provide self-insurance against risks and/or has agreed to rebuild or just continue paying rent in the event of a casualty.  To the extent that insurance coverage relies on self-insurance, there is risk that the “insurer” will not be willing or have the financial ability to satisfy the claim when the loss occurs.

In some cases, the related borrower maintains one or more forms of insurance under blanket policies.  For example, with respect to 40 of the mortgage loans, which collectively represent approximately 82.4% of the outstanding pool balance as of the cut-off date, certain insurance for the related mortgaged property (or, if applicable, some or all of the related mortgaged properties) is under a borrower’s blanket insurance policy.

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

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In some cases, and frequently in the case of leased fee properties and properties with a single tenant, a significant tenant, a credit-rated tenant or a tenant with a rated parent, the related mortgage loan documents permit the related borrower to rely on self-insurance or other agreements provided by a tenant or an affiliate thereof in lieu of an insurance policy or the insurance requirements are solely governed by the terms of a related ground lease or other long-term lease.

Availability of Terrorism Insurance

Following the September 11, 2001 terrorist attacks in New York City and the Washington, D.C. area, many reinsurance companies (which assume some of the risk of policies sold by primary insurers) eliminated coverage for acts of terrorism from their reinsurance policies.  Without that reinsurance coverage, primary insurance companies would have to assume that risk themselves, which may cause them to eliminate such coverage in their policies, increase the amount of the deductible for acts of terrorism or charge higher premiums for such coverage.  In order to offset this risk, Congress passed the Terrorism Risk Insurance Act of 2002, which established the Terrorism Insurance Program.  On December 26, 2007, the Terrorism Insurance Program was extended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 (“TRIPRA”) through December 31, 2014.

The Terrorism Insurance Program is administered by the Secretary of the Treasury and through December 31, 2014 will provide some financial assistance from the United States Government to insurers in the event of another terrorist attack that results in an insurance claim.  The program applies to United States risks only and to acts that are committed by an individual or individuals as an effort to influence or coerce United States civilians or the United States Government.  TRIPRA requires an investigation by the Comptroller General to study the availability and affordability of insurance coverage for nuclear, biological, chemical and radiological attacks.

In addition, no compensation will be paid under the Terrorism Insurance Program unless the aggregate industry losses relating to such act of terror exceed $100 million.  As a result, unless the borrowers obtain separate coverage for events that do not meet these thresholds (which coverage may not be required by the respective mortgage loan documents and may not otherwise be obtainable), such events would not be covered.

The Treasury Department has established procedures for the Terrorism Insurance Program under which the federal share of compensation will be equal to 85% of the portion of insured losses that exceeds an applicable insurer deductible required to be paid during each program year (which insurer deductible was fixed by the TRIPRA at 20% of an insurer’s direct earned premium for any program year).  The federal share in the aggregate in any program year may not exceed $100 billion (and the insurers will be liable for any amount that exceeds this cap).  An insurer that has paid its deductible is not liable for the payment of any portion of total annual United States wide losses that exceed $100 billion, regardless of the terms of the individual insurance contracts.

Through December 2014, insurance carriers are required under the program to provide terrorism coverage in their basic policies providing “special” form coverage.  Any commercial property and casualty terrorism insurance exclusion that was in force on November 26, 2002 is automatically voided to the extent that it excludes losses that would otherwise be insured losses.  Any state approval of such types of exclusions in force on November 26, 2002 is also voided.

Because the Terrorism Insurance Program is a temporary program, we cannot assure you that it will create any long-term changes in the availability and cost of such insurance.  Moreover, we cannot assure you that subsequent terrorism insurance legislation will be passed upon TRIPRA’s expiration.

If TRIPRA is not extended or renewed upon its expiration in 2014, premiums for terrorism insurance coverage will likely increase and/or the terms of such insurance may be materially amended to increase stated exclusions or to otherwise effectively decrease the scope of coverage available (perhaps to the point where it is effectively not available).  In addition, to the extent that any policies contain “sunset clauses” (i.e., clauses that void terrorism coverage if the federal insurance backstop program is not renewed), then such policies may cease to provide terrorism insurance upon the expiration of TRIPRA.

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We cannot assure you that such temporary program will create any long-term changes in the availability and cost of such insurance.

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

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

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

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

There Is No Assurance That Required Terrorism Insurance Will Be Maintained.  Even if the mortgage loan documents specify that the related borrower must maintain standard extended coverage casualty insurance or other insurance that covers acts of terrorism, the borrower may fail to maintain such insurance and the master servicer or special servicer may not enforce such default or cause the borrower to obtain such insurance if the special servicer has determined, in accordance with the servicing standards, that either (a) such insurance is not available at any rate or (b) such insurance is not available at commercially reasonable rates (which determination, with respect to terrorism insurance, will be subject to consent of the directing holder (which is generally (except with respect to the mortgage loans that are part of a loan combination) the holder of the majority interest of the most subordinate class then outstanding and with respect to the mortgage loans that are part of a loan combination, as described under “The Pooling and Servicing Agreement—The Directing Holder” in this prospectus supplement) and that such hazards are not at the time commonly insured against for properties similar to the mortgaged property and located in or around the geographic region in which such mortgaged property is located.  Additionally, if the related borrower fails to maintain such insurance, neither the master servicer nor the special servicer will be required to maintain such terrorism insurance coverage if the special servicer determines, in accordance with the servicing standards, that such insurance is not available for the reasons set forth in (a) or (b) of the preceding sentence.  Furthermore, at the time existing insurance policies are subject to renewal, there is no assurance that terrorism insurance coverage will be available and covered under the new policies or, if covered, whether such coverage will be adequate.  Most insurance policies covering commercial real properties such as the mortgaged properties are subject to renewal on an annual basis.  If this coverage is not currently in effect, is not adequate or is ultimately not continued with respect to some of the mortgaged properties and one of those properties suffers a

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casualty loss as a result of a terrorist act, then the resulting casualty loss could reduce the amount available to make distributions on your certificates.

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

Appraisals and Market Studies Have Certain Limitations

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

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

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

Risks Related to Enforceability

All of the mortgages permit the lender to accelerate the debt upon default by the borrower.  The courts of all states will enforce acceleration clauses in the event of a material payment default, subject in some cases to a right of the court to revoke such acceleration and reinstate the mortgage loan if a payment default is cured.  The equity courts of any state, however, may refuse to allow the foreclosure of a mortgage, deed of trust, or other security instrument or to permit the acceleration of the indebtedness if:

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

● the circumstances would render the acceleration unconscionable.

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

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

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

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

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

Risks Related to Mortgage Loans Secured by Multiple Properties

5 mortgage loans, representing approximately 10.7% of the outstanding pool balance as of the cut-off date, are secured by more than one mortgaged property.  These arrangements are designed primarily to ensure that all of the collateral pledged to secure a multi-property mortgage loan, and the cash flows generated by such properties, are available to support debt service on, and ultimate repayment of, the aggregate indebtedness secured by such properties.  This arrangement thus seeks to reduce the risk that the inability of one or more of the mortgaged properties securing any such mortgage loans to generate net operating income sufficient to pay debt service, or a decline in the value of one or more such mortgaged properties, will result in defaults and ultimate losses.

There may not be complete identity of ownership of the mortgaged properties securing a multi-property mortgage loan.  Mortgage loans to co-borrowers or co-mortgagors secured by multiple properties or multiple parcels within a single mortgaged property could be challenged as a fraudulent conveyance by creditors of a borrower or mortgagor or by the representative of the bankruptcy estate of a borrower if a borrower or mortgagor were to become a debtor in a bankruptcy case.  Generally, under federal and most state fraudulent conveyance statutes, the incurring of an obligation or the transfer of property by a person will be subject to avoidance under certain circumstances if the person did not receive fair consideration or reasonably equivalent value in exchange for such obligation or transfer and:

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

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

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

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

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

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

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

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

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

State Law Limitations Entail Certain Risks

The ability to realize upon the mortgage loans may be limited by the application of state and federal laws.  Several states (including California) have laws that prohibit more than one “judicial action” to enforce a mortgage obligation.  Some courts have construed the term “judicial action” broadly.  Accordingly, the special servicer may need to obtain advice of counsel prior to enforcing any of the issuing entity’s rights under any of the mortgage loans that include mortgaged properties where a “one action” rule could be applicable.  In the case of a mortgage loan secured by multiple mortgaged properties located in multiple states, the special servicer may be required to foreclose first on mortgaged properties located in states where such “one action” rules apply (and where non-judicial foreclosure is permitted) before foreclosing on properties located in states where judicial foreclosure is the only permitted method of foreclosure.  As a result, the ability to realize upon the mortgage loans may be limited by the application of state laws and may delay or otherwise limit the ability to realize on defaulted mortgage loans.  See “Certain Legal Aspects of Mortgage Loans—Foreclosure” in the prospectus.  Foreclosure actions may also, in certain circumstances, subject the issuing entity to liability as a “lender-in-possession” or result in the equitable subordination of the claims of the trustee to the claims of other creditors of the borrower.  The special servicer may take these state laws into consideration in deciding which remedy to choose following a default by a borrower.

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

2 mortgaged properties, which represent security for mortgage loans representing approximately 3.0% of the outstanding pool balance as of the cut-off date, are secured by a mortgage on (i) the borrower’s leasehold (or subleasehold) interest in the related mortgaged property and not the related fee

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simple interest or (ii) the borrower’s leasehold interest in a portion of the related mortgaged property and the borrower’s fee simple interest in the remainder of the related mortgaged property.

Mortgage loans secured in whole or in part by a lien on the leasehold estate of the borrower are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of the borrower.  The most significant of these risks is that if the borrower’s leasehold interest were to be terminated upon a lease default or in connection with a lessor or lessee bankruptcy, the leasehold mortgagee would lose its security in such leasehold interest.  Generally, the related lease requires the lessor to give the leasehold mortgagee notice of lessee defaults and an opportunity to cure them, permits the leasehold estate to be assigned to the leasehold mortgagee or the purchaser at a foreclosure sale, and may contain certain other provisions beneficial to a mortgagee.

Upon the bankruptcy of a lessor or a lessee under a lease, the debtor has the right to assume or reject the lease.  If a debtor lessor rejects the lease, the lessee generally has the right (pursuant to section 365(h) of the federal bankruptcy code) to remain in possession of its leased premises paying the rent required under the lease for the term of the lease (including renewals) and to offset against such rent any damages incurred due to the landlord’s failure to perform its obligations under the lease (although in certain cases a bankrupt lessor may obtain court approval to dispose of the related property free and clear of the lessee’s interest).  If a debtor lessee/borrower rejects the lease, the leasehold lender could succeed to the lessee/borrower’s position under the lease only if the lease specifically grants the lender such right.  If both the lessor and the lessee/borrower are involved in bankruptcy proceedings, the trustee may be unable to enforce the bankrupt lessee/borrower’s obligation to refuse to treat a lease rejected by a bankrupt lessor as terminated.  In such circumstances, a lease could be terminated notwithstanding lender protection provisions contained therein or in the mortgage.  See “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws” in the prospectus.

Other concerns:

● A lease may contain use restrictions that could adversely affect the ability of the related borrower to lease or sell the mortgaged property on favorable terms, thus adversely affecting the borrower’s ability to fulfill its obligations under the related mortgage loan.

● A lease may limit a leasehold mortgagee’s right to hold and/or control application of insurance and condemnation proceeds derived from the applicable mortgaged property.

● The terms of a lease may provide that the rent payable under the related lease increases during the term of the mortgage loan.  These increases may adversely affect the cash flow and net income of the borrower from the mortgaged property.

● The terms of a lease may limit the circumstances under which a leasehold mortgagee may obtain a new lease following a termination of the ground lease with the related borrower.

Potential Absence of Attornment Provisions Entails Risks

As described in the prospectus under “Risk Factors—Commercial and Multifamily Mortgage Loans Are Subject to Certain Risks That Could Adversely Affect the Performance of Your Offered Certificates—Rights Against Tenants May Be Limited If Leases Are Not Subordinate to Mortgage or Do Not Contain Attornment Provisions,” there are risks related to the absence of attornment provisions.  Not all leases or subleases were reviewed to ascertain the existence of attornment or subordination provisions.  Accordingly, if a mortgaged property is located in a jurisdiction where an attornment provision is required to require the tenant to attorn and such mortgaged property is leased to one or more desirable tenants under leases that are subordinate to the mortgage and do not contain attornment provisions, such mortgaged property could experience a further decline in value if such tenants’ leases were terminated.  This is particularly likely if such tenants were paying above market rents or could not be replaced.

If a lease is not subordinate to a mortgage, the issuing entity will not have the right to dispossess the tenant upon foreclosure of the mortgaged property (unless it has otherwise agreed with the tenant).  If the

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lease contains provisions inconsistent with the mortgage loan documents (e.g., provisions relating to application of insurance proceeds or condemnation awards) or which could affect the enforcement of the lender’s rights (e.g., a right of first refusal to purchase the property), the provisions of the lease will take precedence over the provisions of the mortgage.  In the event such a lease provision takes precedence over the provisions of the mortgage, such provision may reduce the value of the mortgaged property and may negatively impact your certificates.

Risks Related to Zoning Laws

As described in the prospectus under “Risk Factors—Commercial and Multifamily Mortgage Loans Are Subject to Certain Risks That Could Adversely Affect the Performance of Your Offered Certificates—If Mortgaged Properties Are Not in Compliance with Current Zoning Laws, Restoration Following a Casualty Loss May Be Limited,” there are risks related to zoning laws.  Certain of the mortgaged properties that do not conform to current zoning laws may not be “legal non-conforming uses” or “legal non-conforming structures.”  The failure of a mortgaged property to comply with zoning laws or to be a “legal non-conforming use” or “legal non-conforming structure” may adversely affect market value of the mortgaged property or the borrower’s ability to continue to use it in the manner it is currently being used or may necessitate material additional expenditures to remedy non-conformities.  Violations may be known to exist at a particular mortgaged property, but, except as disclosed below, the related mortgage loan sellers have informed us that, to their knowledge, there are no violations that they consider to be material to the value of the related mortgaged property or that they consider would have a likely negative impact upon your certificates.

Certain of the mortgaged properties have zoning violations based on current law related to use, floor area ratio, building separation, height, setbacks, parking or density.  Many of these mortgaged properties have been determined to be legal nonconforming structures, which would be required to be rebuilt in accordance with current zoning requirements if there is a casualty greater than a certain threshold percentage of the property.  In some cases, the related borrower has obtained law and ordinance insurance to cover losses related to the requirement that the mortgaged property be rebuilt in accordance with current zoning requirements.

In addition, certain of the mortgaged properties may be subject to certain restrictions and/or operational requirements imposed pursuant to restrictive covenants, reciprocal easement agreements or operating agreements or historical landmark designations or, in the case of those mortgaged properties that are condominiums, condominium declarations or other condominium use restrictions or regulations especially in a situation where the mortgaged property does not represent the entire condominium building.  Such use restrictions could include, for example, limitations on the use or character of the improvements or the properties, limitations affecting noise and parking requirements, among other things, and limitations on borrowers’ rights to operate certain types of facilities within a prescribed radius.  Furthermore, certain mortgaged properties may be located on or near wetlands, which may limit future construction or renovation activities at a mortgaged property.  These limitations could adversely affect the ability of the related borrower to lease the mortgaged property on favorable terms, thus adversely affecting such borrower’s ability to fulfill its obligations under the related mortgage loan.  See “—Condominium Properties Have Special Risks” in this prospectus supplement.

Risks Related to Litigation and Condemnation

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

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With respect to each of the mortgage loans secured by the portfolios of mortgaged properties identified on Annex A-1 to this prospectus supplement as U-Haul Portfolio SAC 23 and U-Haul Portfolio SAC 22, which mortgage loans represent in the aggregate approximately 5.4% of the outstanding pool balance as of the cut-off date, the related mortgaged properties and sponsor are subject to a pending lawsuit filed in the Second Judicial District Court of the State of Nevada, Washoe County, by certain relatives of the persons owning and controlling the sponsor as a shareholder derivative lawsuit on behalf of a company (the “Company”) affiliated with the sponsor that sold certain properties, including the mortgaged properties, to the sponsor.  The plaintiffs’ claims in the lawsuit include, among others, breach of fiduciary duties, unjust enrichment and usurpation of corporate opportunities, and the plaintiffs in the lawsuit seek, in addition to damages and other remedies, the unwinding of the initial sales of properties including the mortgaged properties by the Company to the sponsor.  The related loan documents contain a representation by the related borrower that the lawsuit will not have a material adverse effect on the related mortgage loan, and the related loan documents include a nonrecourse carveout related to losses incurred by the lender in the event of an adverse determination of the lawsuit or in the event that the lender’s title to the mortgaged property upon foreclosure or other acquisition by the lender of the mortgaged property is unmarketable as a direct or indirect result of the pending lawsuit.  The lender’s title insurance policy lists the litigation and any adverse consequences thereof as an exception to coverage, but includes a proviso that the title insurer insures the lender against loss or damage arising from a final, nonappealable judgment by a court of competent jurisdiction that results in the lien of the lender’s insured mortgage being declared invalid or unenforceable or the priority of the lender’s insured mortgage being impaired.  However, the title policy does not provide affirmative coverage for the title being unmarketable as a result of the litigation.  As a result, the related lender has title insurance covering its lien and its right to foreclose on that lien, but if the related lender forecloses on the related mortgaged properties prior to a final resolution of the lawsuit, then in connection with a sale of the mortgaged properties after a foreclosure, the prospective purchaser would take title subject to the lawsuit as an exception to its title policy.  We cannot assure you that the outcome of the litigation, or the inability to remove the litigation as an exception to coverage under a title policy, will not have a negative impact on the related mortgage loan or the related mortgaged properties. 

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

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

Certain of the borrowers, principals of borrowers, property managers and affiliates thereof have been a party to bankruptcy proceedings, mortgage loan defaults and restructurings, discounted payoffs, foreclosure proceedings or deed-in-lieu of foreclosure transactions, or other material proceedings (including criminal proceedings) in the past.  In some cases, mortgaged properties securing certain of the mortgage loans previously secured other loans that had been in default, restructured or the subject of a discounted payoff, foreclosure or deed-in-lieu of foreclosure.  Except as disclosed below, we are not aware of any borrower or principal of the borrower that has filed (or a sponsor that caused an entity under its control to file) for bankruptcy protection within the last ten years.

For example, with respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus supplement as RiverTown Crossings Mall, representing approximately 5.9% of the outstanding pool balance as of the cut-off date, the borrower under such mortgage loan is an affiliate of General Growth Properties, Inc., which filed for bankruptcy protection in 2009 and emerged from bankruptcy in 2010. See “Risk Factors—The Borrower’s Form of Entity May Not Prevent the Borrower’s Bankruptcy” in the prospectus.

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With respect to each of the mortgage loans secured by the portfolios of mortgaged properties identified on Annex A-1 to this prospectus supplement as U-Haul Portfolio SAC 23 and U-Haul Portfolio SAC 22, which mortgage loans represent in the aggregate approximately 5.4% of the outstanding pool balance as of the cut-off date, an affiliate of the related sponsor (who served as an officer in the company at the time of filing) filed for bankruptcy protection in June 2003 and emerged from bankruptcy in March 2004. 

With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus supplement as Crossroads Towne Center, representing approximately 3.2% of the outstanding pool balance as of the cut-off date, a sponsor of the mortgage loan was in the ownership structure of a borrower under a different securitized loan that was also secured by the mortgaged property.  The special servicer under the prior loan filed notice of foreclosure proceeding, and the borrower under that prior loan filed for bankruptcy protection.  The prior loan did not have a warm body non-recourse carveout guarantor (the only recourse was to the special purpose entity borrower under that loan).  A lender not related to the mortgage loan seller for this mortgage loan purchased the prior loan from the other trust in December 2011 and made an interim loan secured by the mortgaged property.  The mortgage loan seller for the mortgage loan refinanced the interim loan.  The borrower under the mortgage loan is not the same borrower as under the prior loan.

With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus supplement as Town East Tower, representing approximately 0.8% of the outstanding pool balance as of the cut-off date, one of the non-recourse carveout guarantors, Daniel P. Wenz, filed for Chapter 7 protection on April 12, 2000, and the bankruptcy was discharged on November 7, 2001.

With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus supplement as Candlewood Suites Augusta, representing approximately 0.4% of the outstanding pool balance as of the cut-off date, one of the non-recourse carveout guarantors has an ownership interest in a property in Athens, Georgia which is currently the subject of a bankruptcy proceeding.

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

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

For example, with respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus supplement as Tek Park Business Center, representing approximately 4.8% of the outstanding pool balance as of the cut-off date, certain non-voting limited partnership interests are owned by Joseph Friedman (and certain similar interest were owned by Eugene Gross, now deceased).  In the late 1980s, Friedman and Gross pleaded guilty to bank fraud related to alleged inflation of purchase prices in connection with the purchase of several apartment buildings.  Each received three years’ probation, six months of house detention and a $40,000 fine.

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

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Risks Relating to Costs of Compliance with Applicable Laws and Regulations

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

Risks Related to Conflicts of Interest

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

The pooling and servicing agreement provides that the mortgage loans are required to be administered in accordance with the servicing standard without regard to ownership of any certificate by the master servicer or special servicer or any of their respective affiliates.  See “The Pooling and Servicing Agreement—Servicing of the Mortgage Loans; Collection of Payments” in this prospectus supplement.

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

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

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

Special Servicer May Be Directed to Take Actions

In connection with the servicing of the specially serviced loans, the special servicer may, at the direction of the directing holder, take actions with respect to the specially serviced loans that could adversely affect the holders of some or all of the classes of certificates.  The directing holder (except with respect to any loan combination, to the extent the directing holder is the holder of a companion loan) will be controlled by the controlling class certificateholders.  The directing holder may have interests in conflict with those of all of some of the other certificateholders.  As a result, it is possible that the directing holder may influence the special servicer to take actions that conflict with the interests of certain classes of the certificates.  However, the special servicer is not permitted to take actions that are prohibited by law or violate the servicing standard or the terms of the mortgage loan documents.  In addition, except as limited

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by certain conditions described under “The Servicers—Replacement of the Special Servicer,” for so long as a Control Termination Event is not continuing, the special servicer may be removed without cause by the directing holder, and, for so long as a Control Termination Event is continuing, the special servicer may be removed in accordance with procedures set forth under “The Servicers—Replacement of the Special Servicer” without cause at the direction of the holders of certificates (other than the Class X-A, Class X-B, Class R, Class LR and Class V certificates) evidencing 75% of the aggregate voting rights (taking into account the application of any appraisal reduction amounts to notionally reduce the certificate balances of the certificates) of all those certificates or evidencing more than 50% of each class of “non-reduced certificates” (each class of certificates (other than the Class X-A, Class X-B, Class R, Class LRand Class V certificates) outstanding that has not been reduced to less than 25% of its initial certificate balance through the application of appraisal reduction amounts and realized losses).  See “The Pooling and Servicing Agreement—The Directing Holder,” and “The Servicers—Replacement of the Special Servicer” in this prospectus supplement.  It is expected that Eightfold Real Estate Capital Fund II, L.P. will be the initial directing holder with respect to each mortgage loan (other than any non-serviced mortgage loan).

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

The special servicer may enter into one or more arrangements with the Directing Holder, the Controlling Class Representative, a Controlling Class Certificateholder, other Certificateholders or a companion loan holder (or an affiliate or a third-party representative of one or more of the preceding) or any person who has the right to replace the special servicer to provide for a discount and/or revenue sharing with respect to certain of the special servicer compensation in consideration of, among other things, the appointment (or continuance) of the special servicer as the special servicer under the Pooling and Servicing Agreement and limitations on the right of such person to replace the special servicer as the special servicer.

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

The Servicing of the Crossgates Mall Loan Combination Will Shift to Others

 The servicing of the Crossgates Mall loan combination will be governed by the pooling and servicing agreement only temporarily until the Crossgates Mall pari passu companion loan designated as promissory note A-1A is securitized in a separate securitization.  At that time, servicing responsibilities for the Crossgates Mall loan combination will shift to the master servicer and special servicer under such securitization and will be governed exclusively by the pooling and servicing agreement related to such securitization and the Crossgates Mall loan combination intercreditor agreement.  Neither the closing date of such securitization nor the identity of such other master servicer or special servicer have been determined.  In addition, the provisions of the other pooling and servicing agreement have not been determined, although they will be required pursuant to the Crossgates Mall loan combination intercreditor agreement to satisfy the requirements described under ‘Description of the Mortgage Pool—Loan

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Combinations—The Crossgates Mall Loan Combination” in this prospectus supplement.  Prospective investors should be aware that they will not have any control over the identity of the other master servicer or special servicer, nor will they have any assurance as to the terms of the pooling and servicing agreement related to such securitization except to the extent of compliance with the requirements referred to in the previous sentence.  Moreover, regardless of whether the servicing is governed by the pooling and servicing agreement or a separate pooling and servicing agreement, the Controlling Class Representative will not have any consent or approval rights with respect to the servicing of the Crossgates Mall loan combination, and the holder of the pari passu companion loan designated as promissory note A-1A or the controlling party in the related securitization of such pari passu companion loan or such other party specified in the related intercreditor agreement will have rights similar to those granted to the controlling class representative in this transaction.  See “Description of the Mortgage Pool—Loan Combinations—The Crossgates Mall Loan Combination” in this prospectus supplement.

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

Potential Conflicts of Interest of the Operating Advisor

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

Notwithstanding the foregoing, the operating advisor and its affiliates may have interests that are in conflict with those of certificateholders, especially if the operating advisor or any of its affiliates holds certificates or has financial interests in or other financial dealings with a borrower or a parent of a borrower.  Each of these relationships may create a conflict of interest.

Potential Conflicts of Interest of the Underwriters and Their Affiliates

The activities of the underwriters and their respective affiliates may result in certain conflicts of interest.  The underwriters and their respective affiliates may retain, or own in the future, classes of the offered certificates, and any voting rights of that class could be exercised by them in a manner that could adversely impact the offered certificates.  Any of the underwriters and their affiliates may invest or take long or short positions in securities or instruments, including the offered certificates, that may be different

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from your position as an investor in your certificates.  If that were to occur, the interests of that underwriter or its affiliates may not be aligned with your interests in the offered certificates you acquire.

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

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

Furthermore, the underwriters and their respective affiliates may have ongoing relationships with, render services to, and engage in transactions with the borrowers, the loan sponsors, tenants at the mortgaged properties and their respective affiliates, which relationships and transactions may create conflicts of interest between the underwriters and their respective affiliates, on the one hand, and the issuing entity, on the other hand.  German American Capital Corporation and its affiliates are playing several roles in this transaction.  Deutsche Bank Securities Inc., one of the underwriters, is an affiliate of Deutsche Mortgage & Asset Receiving Corporation, the depositor, and German American Capital Corporation, a mortgage loan seller and a sponsor.  Cantor Fitzgerald & Co. and CastleOak Securities, L.P., two of the underwriters, are affiliates of Cantor Commercial Real Estate Lending, L.P., a mortgage loan seller and a sponsor.

See “Summary—Relevant Parties and Dates—Affiliates and Other Relationships” and “Certain Relationships and Related Transactions” in this prospectus supplement for a description of certain affiliations and relationships between the underwriters and other participants in this offering.

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

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

Eightfold Real Estate Capital Fund II, L.P. (the “B-Piece Buyer”), the anticipated investor in the Class E, Class F, Class G and Class H certificates, was given the opportunity by the sponsors to perform due diligence on the mortgage loans originally identified by the sponsors for inclusion in the issuing entity, and to request the removal, re-sizing or change in the expected repayment dates or other features of

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some or all of the assets.  The asset pool as originally proposed by the sponsors was adjusted based on some of these requests.

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

The B-Piece Buyer or its designee will constitute the initial directing holder with respect to the mortgage loans (other than any non-serviced mortgage loan) and thus would have certain rights to direct and consult with the special servicer as described under “The Pooling and Servicing Agreement—The Directing Holder” in this prospectus supplement.

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

Related Parties May Acquire Certificates or Experience Other Conflicts

Related Parties’ Ownership of Certificates May Impact the Servicing of the Mortgage Loans and Affect Payments under the Certificates.  Affiliates of the depositor, the mortgage loan sellers, the master servicer or the special servicer may purchase a portion of the certificates.  The purchase of certificates could cause a conflict between the master servicer’s or the special servicer’s duties to the issuing entity under the pooling and servicing agreement and its interests as a holder of a certificate.  In addition, as described under “The Servicers—Replacement of the Special Servicer,” the directing holder generally has certain rights to remove the special servicer (but see the discussion with respect to the removal of the special servicer with respect to certain mortgage loans that are part of a loan combination under “Description of the Mortgage Pool—Loan Combinations” in this prospectus supplement) and appoint a successor, which may be an affiliate of such holder.  However, the pooling and servicing agreement provides that the mortgage loans are required to be administered in accordance with the servicing standard without regard to ownership of any certificate by the master servicer, the special servicer or any of their affiliates.  See “The Pooling and Servicing Agreement—Servicing of the Mortgage Loans; Collection of Payments” in this prospectus supplement.

Additionally, the master servicer or the special servicer may, especially if it or an affiliate holds a subordinate certificate, or has financial interests in or other financial dealings with a borrower or loan sponsor under any of the mortgage loans, have interests when dealing with the mortgage loans that are in conflict with those of holders of the certificates offered in this prospectus supplement.  In addition, for instance, if the special servicer or an affiliate holds a subordinate certificate, the special servicer could seek to reduce the potential for losses allocable to those certificates from a troubled mortgage loan by deferring acceleration in hope of maximizing future proceeds.  The special servicer might also seek to reduce the potential for such losses by accelerating a mortgage loan earlier than necessary in order to

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avoid advance interest or additional expenses of the issuing entity.  Either action could result in less proceeds to the issuing entity than would be realized if alternate action had been taken.  In general, the servicers are not required to act in a manner more favorable to the certificates offered in this prospectus supplement or any particular class of certificates that are subordinate to the certificates offered in this prospectus supplement.

German American Capital Corporation, one of the mortgage loan sellers and a sponsor, is an affiliate of Deutsche Mortgage & Asset Receiving Corporation, the depositor, and of Deutsche Bank Securities Inc., an underwriter.  Cantor Commercial Real Estate Lending, L.P., one of the mortgage loan sellers and a sponsor, is an affiliate of Cantor Fitzgerald & Co. and CastleOak Securities, L.P., two of the underwriters.  These affiliations and the matters described in the two preceding paragraphs could cause conflicts with the duties of a servicer to the issuing entity under the pooling and servicing agreement. With respect to the duties of the master servicer, the pooling and servicing agreement provides that the mortgage loans shall be administered in accordance with the servicing standards described in this prospectus supplement without regard to an affiliation with a mortgage loan seller, any other party to the pooling and servicing agreement or any of their affiliates.  See “The Pooling and Servicing Agreement—Servicing of the Mortgage Loans; Collection of Payments” in this prospectus supplement.

Conflicts of Interest May Arise in the Ordinary Course of the Servicers’ Businesses in Servicing the Mortgage Loans.  The master servicer and special servicer service and will, in the future, service, in the ordinary course of their respective businesses, existing and new mortgage loans for third parties, including portfolios of loans similar to the mortgage loans that will be included in the issuing entity.  The real properties securing these other mortgage loans may be in the same markets as, and compete with, certain of the real properties securing the mortgage loans that will be included in the issuing entity.  Consequently, personnel of the master servicer and the special servicer may perform services, on behalf of the issuing entity, with respect to the mortgage loans at the same time as they are performing services, on behalf of other persons, with respect to other mortgage loans secured by properties that compete with the mortgaged properties securing the mortgage loans.  This may pose inherent conflicts for the master servicer or the special servicer.

The activities of the mortgage loan sellers or their affiliates may involve properties that are in the same markets as the mortgaged properties underlying the certificates.  In such cases, the interests of such mortgage loan sellers or such affiliates may differ from, and compete with, the interests of the issuing entity, and decisions made with respect to those mortgaged properties may adversely affect the amount and timing of distributions with respect to the certificates.  Conflicts of interest may arise between the issuing entity and a particular mortgage loan seller or its affiliates that engage in the acquisition, development, operation, financing and disposition of real estate if such mortgage loan seller acquires any certificates.  In particular, if certificates held by a mortgage loan seller or an affiliate are part of a class that is or becomes the controlling class, the mortgage loan seller or its affiliate as a controlling class certificateholder would have the ability to influence certain actions of the special servicer under circumstances where the interests of the issuing entity conflict with the interests of the mortgage loan seller or its affiliates as acquirers, developers, operators, financers or sellers of real estate related assets.

Conflicts of Interest May Arise Due to the Activities of the Sponsors.  Certain of the mortgage loans included in the issuing entity may have been refinancings of debt previously held by a mortgage loan seller or an affiliate of a mortgage loan seller and the mortgage loan sellers or their affiliates may have or have had equity investments in the borrowers (or in the owners of the borrowers) or properties under certain of the mortgage loans included in the issuing entity.  Each of the mortgage loan sellers and their affiliates have made and/or may make or have preferential rights to make loans to, or equity investments in, affiliates of the borrowers under the mortgage loans or tenants (or their affiliates) at the mortgaged properties.

The sponsors and their affiliates (including certain of the underwriters) may benefit from this offering in a number of ways, some of which may be inconsistent with the interests of purchasers of the certificates.  The sponsors will sell the mortgage loans to the depositor.  To the extent unhedged or not completely hedged, these sales will reduce or eliminate the sponsor’s exposure to these mortgage loans by effectively transferring the sponsor’s exposure to the purchasers of the certificates.  The sponsors and

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their affiliates will be compensated in an amount based on, among other things, the offering price of the certificates and the amount of proceeds received from the sale of the certificates to investors.

Furthermore, the sponsors and their affiliates may benefit from a completed offering of the certificates because the offering would establish a market precedent and a valuation data point for securities similar to the certificates, thus enhancing the ability of the sponsors and their affiliates to conduct similar offerings in the future and permitting them to write up, avoid writing down or otherwise adjust the fair value of the mortgage loans or other similar assets or securities held on their balance sheet.

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

Conflicts Between Property Managers and the Borrowers

A substantial number of the mortgaged properties are managed by property managers affiliated with the respective borrowers.  In addition, substantially all of the property managers for the mortgaged properties (or their affiliates) manage or may in the future manage additional properties, including properties that may compete with the mortgaged properties.  Affiliates of the managers, and certain of the managers themselves, also may own other properties, including competing properties.  The managers of the mortgaged properties may accordingly experience conflicts of interest in the management of such mortgaged properties.  See “—Risks Related to the Mortgage Loans—Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks” above for a description of conflicts between borrowers and affiliated tenants.

Conflicts Between Certificateholders and Holders of Companion Loans

The Crossgates Mall Mortgage Loan.  With respect to the Crossgates Mall mortgage loan, representing approximately 12.9% of the outstanding pool balance as of the cut-off date, the related mortgaged property also secures two pari passu companion loans.  The Crossgates Mall mortgage loan and its related pari passu companion loans will initially be serviced pursuant to the pooling and servicing agreement related to this transaction.  Pursuant to the related intercreditor agreement, for so long as the Crossgates Mall mortgage loan and its related pari passu companion loans are serviced under the pooling and servicing agreement for this transaction, certain decisions to be made with respect to the Crossgates Mall mortgage loan will require the approval of the holder of the pari passu companion loan designated as promissory note A-1A.  After the securitization of the Crossgates Mall pari passu companion loan designated as promissory note A-1A, the Crossgates Mall loan combination will be serviced pursuant to the pooling and servicing agreement related to such other securitization and certain decisions to be made with respect to the Crossgates Mall mortgage loan will require the approval of the related controlling class representative or such other party specified in the related intercreditor agreement or such pooling and servicing agreement.  As a result, you will have less control over the servicing of the Crossgates Mall mortgage loan than you would have if such mortgage loan were being serviced by the master servicer and the special servicer pursuant to the terms of the pooling and servicing agreement.  See “Description of the Mortgage Pool—Loan Combinations” and“The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this prospectus supplement.

The interests of a holder of a Crossgates Mall pari passu companion loan (or its designee) entitled to exercise various rights with respect to the servicing of the Crossgates Mall mortgage loan and the related pari passu companion loans may conflict with the interests of, and its decisions may adversely affect, the holders of one or more classes of offered certificates.  No certificateholder may take any action against any holder of a Crossgates Mall pari passu companion loan (or its designee) for having acted solely in its respective interest.

The RiverTown Crossings Mall Mortgage Loan.  With respect to the RiverTown Crossings Mall mortgage loan, representing approximately 5.9% of the outstanding pool balance as of the cut-off date, the related mortgaged property also secures one other pari passu companion loan.  The RiverTown Crossings Mall mortgage loan and the related pari passu companion loan will be serviced under the pooling and servicing agreement related to the CFCRE Commercial Mortgage Trust 2011-C2

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securitization by Bank of America, National Association, the master servicer thereunder, and, if applicable, by LNR Partners, LLC, the special servicer thereunder.  This other pooling and servicing agreement provides for a servicing arrangement that is similar but not identical to that under the pooling and servicing agreement for this transaction.  Certain decisions to be made with respect to the RiverTown Crossings Mall mortgage loan will require the approval of the related controlling class representative or such other party specified in such other pooling and servicing agreement.  As a result, you will have less control over the servicing of the RiverTown Crossings Mall mortgage loan than you would have if such mortgage loan were being serviced by the master servicer and the special servicer pursuant to the terms of the pooling and servicing agreement.  See “Description of the Mortgage Pool—Loan Combinations” and“The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this prospectus supplement.

The interests of the holder of the RiverTown Crossings Mall pari passu companion loan (or its designee) entitled to exercise various rights with respect to the servicing of the RiverTown Crossings Mall mortgage loan and the related pari passu companion loan may conflict with the interests of, and its decisions may adversely affect, the holders of one or more classes of offered certificates.  No certificateholder may take any action against any holder of the RiverTown Crossings Mall pari passu companion loan (or its designee) for having acted solely in its respective interest.

Other Potential Conflicts of Interest

The special servicer may enter into one or more arrangements with the directing holder, a controlling class certificateholder, a companion loan holder or any person with the right to appoint or remove and replace the special servicer to provide for a discount and/or revenue sharing with respect to certain of the special servicer compensation in consideration of, among other things, the appointment of such entity as special servicer under the pooling and servicing agreement and the related intercreditor agreement and limitations on such person’s right to replace the special servicer.

Pursuant to certain interim servicing agreements between Cantor Commercial Real Estate Lending, L.P. and certain of its affiliates, on the one hand, and Midland Loan Services, a Division of PNC Bank, National Association or Wells Fargo Bank, National Association, on the other hand, Midland Loan Services, a Division of PNC Bank, National Association or Wells Fargo Bank, National Association acts as interim servicer with respect to certain of the mortgage loans owned from time to time by Cantor Commercial Real Estate Lending, L.P. and those affiliates thereof, including, prior to their inclusion in the issuing entity, 35 and 6, respectively, of the mortgage loans to be contributed to this securitization by Cantor Commercial Real Estate Lending, L.P., representing approximately 47.3% and 10.5%, respectively, of the outstanding pool balance as of the cut-off date.

Pursuant to certain interim servicing agreements between German American Capital Corporation and certain of its affiliates, on the one hand, and Midland Loan Services, a Division of PNC Bank, National Association or Wells Fargo Bank, National Association, on the other hand, Midland Loan Services, a Division of PNC Bank, National Association or Wells Fargo Bank, National Association acts as interim servicer with respect to certain of the mortgage loans owned from time to time by German American Capital Corporation and those affiliates thereof, including, prior to their inclusion in the issuing entity, 3 and 4, respectively, of the mortgage loans to be contributed to this securitization by German American Capital Corporation, representing approximately 11.3% and 21.4%, respectively, of the outstanding pool balance as of the cut-off date.

Deutsche Bank AG, Cayman Islands Branch (an affiliate of the depositor, German American Capital Corporation, a sponsor and mortgage loan seller, and Deutsche Bank Securities Inc., one of the underwriters) and certain other third party lenders provide warehouse financing to certain affiliates of Cantor Commercial Real Estate Lending, L.P. through various repurchase facilities.  Certain of the mortgage loans that Cantor Commercial Real Estate Lending, L.P. will transfer to the depositor were subject to a repurchase facility with a third party lender.  If such is the case at the time the certificates are issued, then  Cantor Commercial Real Estate Lending, L.P.  will use the proceeds from its sale of mortgage loans to the depositor to, among other things, acquire the warehoused mortgage loans from

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those affiliates and those affiliates will, in turn, use the funds that they receive in connection with such acquisitions to, among other things, reacquire the warehoused mortgage loans from the repurchase agreement counterparties free and clear of any liens.

Risks Related to the Offered Certificates

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

Except as regards the status of the offered certificates under the Secondary Mortgage Market Enhancement Act of 1984, as amended, we make no representation as to the proper characterization of the offered certificates for legal investment, financial institution regulatory, financial reporting or other purposes, as to the ability of particular investors to purchase the offered certificates under applicable legal investment or other restrictions or as to the consequences of an investment in the offered certificates for such purposes or under such restrictions.  We note that regulatory or legislative provisions applicable to certain investors may have the effect of limiting or restricting their ability to hold or acquire commercial mortgage-backed securities, which in turn may adversely affect the ability of investors in the offered certificates who are not subject to those provisions to resell their certificates in the secondary market.  For example:

● New Article 122a of European Union Directive 2006/48/EC (“Article 122a”) (as implemented by the member states of the European Economic Area) applies, in general, to newly issued securitizations after December 31, 2010.  Article 122a restricts a European Economic Area regulated credit institution and consolidated group affiliates thereof from investing in a securitization  unless the originator, sponsor or original lender in respect of that securitization has explicitly disclosed to such regulated credit institution and its consolidated group affiliates that it will retain, on an ongoing basis, a net economic interest of not less than 5% (or such higher percentage as may be required by the national law of the relevant European Economic Area member state) in that securitization in the manner contemplated by Article 122a.  Article 122a also requires that a regulated credit institution and its consolidated group affiliates be able to demonstrate that it has undertaken certain due diligence in respect of, amongst other things, the certificates it has acquired and the underlying exposures, and that procedures have been established for such due diligence to be conducted on an ongoing basis.  For purposes of Article 122a, an EU-regulated credit institution may be subject to the capital requirements as a result of activities of its overseas affiliates, possibly including those that are based in the United States.  Requirements similar to the retention requirement in Article 122a are scheduled to apply in the future to investment in securitizations by EEA insurance and reinsurance undertakings and by investment funds managed by EEA alternative investment fund managers. Failure to comply with one or more of the requirements set out in Article 122a may result in the imposition of a penal capital charge with respect to the investment made in the securitization by the relevant regulated credit institution and its consolidated group affiliates.  None of the sponsors, mortgage loan sellers or any other party to the transaction intends to retain a 5% net economic interest in the transaction in accordance with the requirements of Article 122a or take any other action which may be required by a regulated credit institution and its consolidated group affiliates for the purposes of their compliance with Article 122a.  This may have a negative impact on the regulatory capital position of a regulated credit institution and its consolidated group affiliates and on the value and liquidity of the offered certificates in the secondary market.  Investors in the offered certificates are responsible for analyzing their own regulatory position, and are encouraged to consult with their own investment and legal advisors regarding compliance with Article 122a and the suitability of the offered certificates for investment.  None of the issuing entity, the underwriters, the depositor, the sponsors, the mortgage loan sellers, or any of the transaction parties makes any representation to any prospective investor or purchaser of the offered certificates regarding the regulatory capital treatment of their investment in the offered certificates on the closing date or at any time in the future.

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● The Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in the United States requires that federal banking regulators amend their regulations to exclude reliance on credit ratings, including the use of such ratings to determine the permissibility of, and capital charges imposed on, investments by banking institutions.  Such regulations, including those that have been proposed to implement the more recent Basel internal ratings based and advanced measures approaches, may result in greater capital charges to financial institutions that own commercial mortgage-backed securities, or otherwise adversely affect the attractiveness of investments in commercial mortgage-backed securities for regulatory purposes.

● The Financial Accounting Standards Board has adopted changes to the accounting standards for structured products.  These changes, or any future changes, may affect the accounting for entities such as the issuing entity, could under certain circumstances require an investor or its owner generally to consolidate the assets of the issuing entity in its financial statements and record third parties’ investments in the issuing entity as liabilities of that investor or owner or could otherwise adversely affect the manner in which the investor or its owner must report an investment in the offered certificates for financial reporting purposes.

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

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

Risks Related to Prepayments and Repurchases of Mortgage Loans

The yield to maturity on your certificates will depend, in significant part, upon the rate and timing of principal payments on the mortgage loans.  For this purpose, principal payments include both voluntary prepayments, if permitted, and involuntary prepayments, such as prepayments resulting from casualty or condemnation of mortgaged properties, defaults by borrowers and subsequent liquidations, application of escrow amounts to the reduction of a mortgage loan’s principal balance, or repurchases upon a mortgage loan seller’s breach of representations or warranties, the exercise of a purchase option by a mezzanine lender or a companion loan holder or purchases of defaulted mortgage loans.  See “—Risks Related to the Mortgage Loans—Risks Related to Additional Debt,” “Description of the Mortgage Pool—Loan Combinations,” “—Additional Mortgage Loan Information—Definitions,” “—Certain Terms and Conditions of the Mortgage Loans—Performance Escrows and Letters of Credit,” “—Other Financing,” and “The Pooling and Servicing Agreement—Representations and Warranties; Repurchase; Substitution” in this prospectus supplement.

In addition, although the borrowers of the anticipated repayment date loans may have certain incentives to prepay such mortgage loans on their anticipated repayment dates, we cannot assure you that the borrowers will be able to prepay the anticipated repayment date loans on their anticipated repayment dates.  The failure of a borrower to prepay an anticipated repayment date loan on its anticipated repayment date will not be an event of default under the terms of such mortgage loans, and, pursuant to the terms of the pooling and servicing agreement, neither the related master servicer nor the special servicer will be permitted to take any enforcement action with respect to a borrower’s failure to pay interest at an increased rate, other than requests for collection, until the scheduled maturity of the respective anticipated repayment date loan; provided that the related master servicer or the special servicer, as the case may be, may take action to enforce the trust’s right to apply excess cash flow to principal in accordance with the terms of the documents of the anticipated repayment date loans. See “—Risks Related to the Mortgage Loans—Borrower May Be Unable To Repay the Remaining Principal Balance on the Maturity Date or Anticipated Repayment Date” above.

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The investment performance of your certificates may vary materially and adversely from your expectations if the actual rate of prepayment on the mortgage loans is higher or lower than you anticipate.

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

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

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

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

See “Yield and Maturity Considerations” in this prospectus supplement.

Voluntary prepayments under certain mortgage loans require payment of a yield maintenance charge or prepayment premium unless the prepayment is made within a specified number of days of the stated maturity date or the anticipated repayment date, as applicable.  See “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Prepayment Provisions” and “—Property Releases” in this prospectus supplement.  Nevertheless, there is no assurance that the related borrowers will be deterred from prepaying their mortgage loans due to the existence of a yield maintenance charge or a prepayment premium.  There is no assurance that voluntary or involuntary prepayments will not occur.  The rate at which voluntary prepayments occur on the mortgage loans will be affected by a variety of factors, including:

● the terms of the mortgage loans;

● the length of any prepayment lock-out period;

● the level of prevailing interest rates;

● the availability of mortgage credit;

● the applicable yield maintenance charges or prepayment premiums and the extent to which the related mortgage loan terms may be practically enforced;

● the related master servicer’s or special servicer’s ability to enforce those charges or premiums;

● the occurrence of casualties or natural disasters; and

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

Generally, no yield maintenance charge or prepayment premium will be required for partial or full prepayments in connection with a casualty or condemnation (regardless of whether the source of such prepayment includes funds of the borrower in addition to the casualty or condemnation proceeds) unless, in the case of certain of the mortgage loans, an event of default has occurred and is continuing.  In addition, if a mortgage loan seller repurchases any mortgage loan from the issuing entity due to a breach

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of a representation or warranty or as a result of a document defect in the related mortgage file or a mezzanine lender or a companion loan holder exercises an option to purchase a mortgage loan under the circumstances set forth in the related mezzanine loan documents, intercreditor agreement or co-lender agreement, the repurchase price paid will be passed through to the holders of the certificates with the same effect as if the mortgage loan had been prepaid in part or in full, except that no prepayment premium or yield maintenance charge would be payable.  Such a repurchase may therefore adversely affect the yield to maturity on your certificates.

The Class X-A certificates will not be entitled to distributions of principal but instead will accrue interest on their notional balance.  Because the notional balance of the Class X-A certificates is based upon the outstanding certificate balances of the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-M certificates, the yield to maturity on the Class X-A Certificates will be extremely sensitive to the rate and timing of prepayments of principal, liquidations and principal losses on the related mortgage loans to the extent allocated to such classes of certificates.  A rapid rate of principal prepayments, liquidations and/or principal losses on the mortgage loans could result in the failure to recoup the initial investment in the Class X-A certificates. Investors in such class of certificates should fully consider the associated risks, including the risk that an extremely rapid rate of amortization, prepayment or other liquidation of the mortgage loans could result in the failure of such investors to recoup fully their initial investments.

Limited Obligations

The offered certificates, when issued, will represent beneficial interests in the issuing entity.  The offered certificates will not represent an interest in, or obligation of, any sponsor, the mortgage loan seller, the depositor, the master servicer, the special servicer, the certificate administrator, the operating advisor, the trustee or any other person.  The primary assets of the issuing entity will be the mortgage loans, and the primary security and source of payment for the mortgage loans will be the mortgaged properties and the other collateral described in this prospectus supplement.  Payments on the offered certificates are expected to be derived from payments made by the borrowers on the mortgage loans.  We cannot assure you that the cash flow from the mortgaged properties and the proceeds of any sale or refinancing of the mortgaged properties will be sufficient to pay the principal of, and interest on, the mortgage loans or to distribute in full the amounts of interest and principal to which the holders of the offered certificates are entitled.  See “Description of the Offered Certificates—General” in this prospectus supplement.

Yield Considerations

The yield on any certificate offered in this prospectus supplement will depend on (i) the price at which such certificate is purchased by an investor and (ii) the rate, timing and amount of distributions on such offered certificate.  The rate, timing and amount of distributions on any certificate will, in turn, depend on, among other things:

● the interest rate for such certificate;

● the rate and timing of principal payments (including principal prepayments) and other principal collections on or in respect of the mortgage loans and the extent to which such amounts are to be applied or otherwise result in a reduction of the certificate balance of such certificate;

● the rate, timing and severity of losses on or in respect of the mortgage loans or unanticipated expenses of the issuing entity;

● the timing and severity of any interest shortfalls resulting from prepayments, or other shortfalls resulting from special servicing compensation, interest on advances or other expenses of the issuing entity;

● the timing and severity of any appraisal reductions; and

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● the extent to which prepayment premiums and yield maintenance charges are collected and, in turn, distributed on such certificate.

The investment performance of the certificates offered in this prospectus supplement may be materially different from what you expected if the assumptions you made with respect to the factors listed above are incorrect.

Your certificates may be offered at a premium or discount.  If you purchased your certificates at a premium or discount, the yield on your certificates will be sensitive, and in some cases extremely sensitive, to prepayments on the mortgage loans and, where the amount of interest payable with respect to a class is disproportionately large, as compared to the amount of principal, a holder might fail to recover its original investment.  If you purchase your certificates at a discount (other than with respect to the Class X-A certificates), you should consider the risk that a slower than anticipated rate of principal payments on the mortgage loans could result in an actual yield that is lower than your anticipated yield.  If you purchase your certificates at a premium (or with respect to the Class X-A certificates), you should consider the risk that a faster than anticipated rate of principal payments could result in an actual yield that is lower than your anticipated yield.  The rate and timing of principal prepayments on pools of mortgage loans varies among pools and is influenced by a variety of economic, demographic, geographic, social, tax and legal factors.  Accordingly, neither you nor we can predict the rate and timing of principal prepayments on the mortgage loans underlying your certificates.

The yield on any class of certificates whose pass-through rate is affected by the weighted average net mortgage interest rate could also be adversely affected if mortgage loans with higher interest rates pay faster than the mortgage loans with lower interest rates, since those classes bear interest at a rate limited by, equal to, or based on the weighted average net mortgage interest rate of the mortgage loans.  The pass-through rates on such certificates may be limited by, equal to, or based on the weighted average of the net mortgage interest rates on the mortgage loans even if principal prepayments do not occur.

If you purchase Class X-A certificates, your yield to maturity will be particularly sensitive to the rate and timing of principal payments on the related underlying mortgage loans.  Depending on the timing thereof, a payment of principal in reduction of the certificate balance of a class of certificates may result in a reduction in the total notional balance of the Class X-A certificates.  Accordingly, if principal payments on the related underlying mortgage loans occur at a rate faster than that assumed at the time of purchase, then your actual yield to maturity with respect to any such class of certificates may be lower than that assumed at the time of purchase.  Your yield to maturity could also be adversely affected by the purchase or repurchase of a mortgage loan.  See “—Risks Related to Prepayments and Repurchases of Mortgage Loans” in this prospectus supplement.

Optional Early Termination of the Issuing Entity May Result in an Adverse Impact on Your Yield or May Result in a Loss

The certificates will be subject to optional early termination by means of the purchase of the mortgage loans in the issuing entity.  We cannot assure you that the proceeds from a sale of the mortgage loans and/or REO properties will be sufficient to distribute the outstanding certificate balance plus accrued interest and any undistributed shortfalls in interest accrued on the certificates that are subject to the termination.  Accordingly, the holders of certificates affected by such a termination may suffer an adverse impact on the overall yield on their certificates, may experience repayment of their investment at an unpredictable and inopportune time or may even incur a loss on their investment. See “The Pooling and Servicing Agreement—Optional Termination” in this prospectus supplement.

A Mortgage Loan Seller May Not Be Able to Make a Required Repurchase or Substitution of a Defective Mortgage Loan

Each mortgage loan seller is the sole warranting party in respect of the related mortgage loans sold by it to us.  Neither we nor any of our affiliates (except, in certain circumstances, for German American

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Capital Corporation, solely in its capacity as the mortgage loan seller) are obligated to repurchase or substitute any mortgage loan in connection with either a material breach of the mortgage loan seller’s representations and warranties or any material document defects, if such mortgage loan seller defaults on its obligation to do so.  Any mortgage loan that is not repurchased or substituted and that is not a “qualified mortgage” within the meaning of section 860G(a)(3) of the Internal Revenue Code of 1986, as amended, may cause designated portions of the issuing entity to fail to qualify as one or more REMICs or cause the issuing entity to incur a tax.  See “The Sponsors, Mortgage Loan Sellers and Originators” and “The Pooling and Servicing Agreement—Representations and Warranties; Repurchase; Substitution” in this prospectus supplement.

Any Loss of Value Payment Made by a Mortgage Loan Seller May Prove to Be Insufficient to Cover All Losses on a Defective Mortgage Loan

In lieu of repurchasing or substituting a mortgage loan in connection with either a material breach of the mortgage loan seller’s representations and warranties or any material document defects (other than a material breach that is related to a mortgage loan not being a “qualified mortgage” within the meaning of section 860G(a)(3) of the Internal Revenue Code of 1986, as amended), the related mortgage loan seller may make a loss of value payment to the issuing entity.  Upon its making such payment, the mortgage loan seller will be deemed to have cured the related material breach or material defect in all respects.  Although a loss of value payment may only be made to the extent that the special servicer deems such amount to be sufficient to compensate the issuing entity for the related material breach or material defect, there can be no assurance that such loss of value payment will fully compensate the issuing entity for such material breach or material defect in all respects.  See “The Pooling and Servicing Agreement—Representations and Warranties; Repurchase; Substitution” in this prospectus supplement.

Risks Related to Borrower Default

The rate and timing of delinquencies or defaults on the mortgage loans will affect:

● the aggregate amount of distributions on the offered certificates;

● their yield to maturity;

● the rate of principal payments on the offered certificates; and

● their weighted average life.

Losses on the mortgage loans will be allocated to Class H, Class G, Class F, Class E, Class D, Class C, Class B and Class A-M certificates, in that order, reducing amounts otherwise payable to each class.  Any remaining losses will then be allocated to the Class A-1, Class A-2, Class A-3 and Class A-SB certificates and, with respect to interest losses only, the Class X-A and Class X-B certificates based on their respective entitlements pro rata.  However, because the notional balance of the Class X-B certificates is based on the certificate balances of the Class B, Class C, Class D, Class E, Class F, Class G and Class H certificates, any losses allocated to such classes of certificates will have the effect of simultaneously reducing the amount of interest to which the Class X-B certificates are entitled, notwithstanding that the Class X-B certificates are senior in right of payment to such classes of certificates.  Similarly, any losses allocated to the Class A-M certificates will have the effect of simultaneously reducing the amount of interest to which the Class X-A certificates are entitled, notwithstanding that the Class X-A certificates are senior in right of payment to the Class A-M certificates.

Each class of certificates (other than the Class H, Class V, Class R and Class LR certificates) is senior to certain other classes of certificates in respect of the right to receive distributions and the allocation of losses.  If losses on the mortgage loans exceed the aggregate certificate balance of the classes of certificates subordinated to such class, that class will suffer a loss equal to the full amount of such excess (up to the outstanding certificate balance of such class).

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If you calculate your anticipated yield based on assumed rates of default and losses that are lower than the default rate and losses actually experienced and if such losses are allocable to your certificates, your actual yield to maturity will be lower than the assumed yield.  Under certain extreme scenarios, such yield could be negative.  In general, the earlier a loss borne by your certificates occurs, the greater the effect on your yield to maturity.

Even if losses on the mortgage loans are not borne by your certificates, those losses may affect the weighted average life and yield to maturity of your certificates.  This may be so because those losses cause your certificates to have a higher interest in distributions of principal payments on the remaining mortgage loans than would otherwise have been the case.  The effect on the weighted average life and yield to maturity of your certificates will depend upon the characteristics of the remaining mortgage loans.

Additionally, delinquencies and defaults on the mortgage loans may significantly delay the receipt of distributions by you on your certificates, unless principal and interest advances are made to cover delinquent payments or the subordination of another class of certificates fully offsets the effects of any such delinquency or default.

Risks Related to Modification of Mortgage Loans with Balloon Payments

In order to maximize recoveries on defaulted mortgage loans, the pooling and servicing agreement enables the special servicer to extend and modify the terms of mortgage loans (other than any non-serviced mortgage loans, which are being serviced pursuant to separate servicing agreements) that are in material default or as to which a payment default (including the failure to make a balloon payment) is reasonably foreseeable, subject, however, to the limitations described under “The Pooling and Servicing Agreement—Servicing of the Mortgage Loans; Collection of Payments,” “—Realization Upon Mortgage Loans” and “—Modifications” in this prospectus supplement.  The master servicer or special servicer is only required to determine that any such extension or modification is reasonably likely to produce a greater recovery than a liquidation of the real property securing such mortgage loan.  There is a risk that the decision of the master servicer or special servicer to extend or modify a mortgage loan may not in fact produce a greater recovery on your certificate.  There can be no assurance that any extension or modification will increase the present value of recoveries in a given case.  Neither the master servicer nor the special servicer will have the ability to extend or modify the Crossgates Mall mortgage loan (after the securitization of the related pari passu companion loan designated as promissory note A-1A) or the RiverTown Crossings Mall mortgage loan, because such mortgage loans will be serviced by other master servicers and special servicers pursuant to separate servicing agreements.  Any delay in the collection of a balloon payment that would otherwise be distributable in respect of a class of certificates offered in this prospectus supplement, whether such delay is due to borrower default or to modification of the related mortgage loan by the applicable master servicer or special servicer servicing the Crossgates Mall mortgage loan or the RiverTown Crossings Mall mortgage loan, will likely extend the weighted average life of such class of certificates.  See “Yield and Maturity Considerations” in this prospectus supplement and in the accompanying prospectus.

Risks Related to Certain Payments

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

Subject to certain conditions, the master servicer is entitled, under the pooling and servicing agreement, to receive, or to assign a portion of its master servicing fee referred to as the excess servicing strip.  If a master servicer resigns or is terminated as master servicer, it (or its assignee) would continue

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to be entitled to receive the excess servicing strip and would be paid that excess servicing strip, except to the extent that any portion of that excess servicing strip is needed to compensate any successor master servicer for assuming the duties of the resigning or terminated master servicer with respect to the mortgage loans that it is servicing under the pooling and servicing agreement.  There can be no assurance that, following any resignation or termination of a master servicer, (a) any holder of the excess servicing strip would not dispute the determination that any portion of the excess servicing strip was necessary to compensate a successor master servicer or (b) the issuing entity would be able to successfully recapture the excess servicing strip or any portion of that strip from any holder of the excess servicing strip, in particular if that holder were the subject of a bankruptcy or insolvency proceeding.

Risks of Limited Liquidity and Market Value

There is currently no secondary market for the offered certificates.  While the underwriters have advised that they currently intend to make a secondary market in the offered certificates, they are under no obligation to do so.  There is no assurance that a secondary market for the offered certificates will develop.  Moreover, if a secondary market does develop, we cannot assure you that it will provide you with liquidity of investment or that it will continue for the life of the offered certificates.  The offered certificates will not be listed on any securities exchange.  Lack of liquidity could result in a precipitous drop in the market value of the offered certificates.  In addition, the market value of the offered certificates at any time may be affected by many factors, including then-prevailing interest rates, and no representation is made by any person or entity as to the market value of any offered certificates at any time.

The Limited Nature of Ongoing Information May Make It Difficult for You To Resell Your Certificates

The primary source of ongoing information regarding your certificates, including information regarding the status of the related assets of the issuing entity, will be the periodic reports made available to you by the certificate administrator described in this prospectus supplement under the heading “The Pooling and Servicing Agreement—Reports to Certificateholders; Available Information”, and any reports with respect to the issuing entity filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934.  We cannot assure you that any additional ongoing information regarding your certificates will be available through any other source.  In addition, the depositor is not aware of any source through which price information about the certificates will be generally available on an ongoing basis.  The limited nature of the information regarding the certificates may adversely affect the liquidity of the certificates, even if a secondary market for the certificates becomes available.

Risks Related to Factors Unrelated to the Performance of the Certificates and the Mortgage Loans, Such as Fluctuations in Interest Rates and the Supply and Demand of CMBS Generally

The market value of the certificates offered in this prospectus supplement can decline even if those certificates and the mortgage loans are performing at or above your expectations.

The market value of the offered certificates will be sensitive to fluctuations in current interest rates.  However, a change in the market value of the offered certificates as a result of an upward or downward movement in current interest rates may not equal the change in the market value of the offered certificates as a result of an equal but opposite movement in interest rates.

The market value of the offered certificates will also be influenced by the supply of and demand for commercial mortgage-backed securities generally.  The supply of commercial mortgage-backed securities will depend on, among other things, the amount of commercial and multifamily mortgage loans, whether newly originated or held in portfolio, that are available for securitization.  A number of factors will affect investors’ demand for commercial mortgage-backed securities, including:

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

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● legal and other restrictions that prohibit a particular entity from investing in commercial mortgage-backed securities or limit the amount or types of commercial mortgage-backed securities that it may acquire;

● investors’ perceptions regarding the commercial and multifamily real estate markets, which may be adversely affected by, among other things, a decline in real estate values or an increase in defaults and foreclosures on mortgage loans secured by income producing properties; and

● investors’ perceptions regarding the capital markets in general, which may be adversely affected by political, social and economic events completely unrelated to the commercial and multifamily real estate markets.

If you decide to sell any of your certificates, the ability to sell those certificates will depend on, among other things, whether and to what extent a secondary market then exists for such certificates, and you may have to sell at discount from the price you paid for reasons unrelated to the performance of the certificates or the mortgage loans.  Pricing information regarding the certificates may not be generally available on an ongoing basis or on any particular date.

Credit Support May Not Cover All Types of Losses

Use of credit support will be subject to the conditions and limitations described in this prospectus supplement.  Moreover, such credit support may not cover all potential losses or risks.  For example, credit support may or may not cover loss by reason of fraud or negligence by a mortgage loan originator or other parties.  Any losses not covered by credit support may, at least in part, be allocated to one or more classes of your certificates.

Disproportionate Benefits May Be Given to Certain Classes

Although subordination of certain classes of the non-offered certificates is intended to reduce the likelihood of temporary shortfalls and ultimate losses to holders of the offered certificates, the amount of subordination will be limited and may decline under certain circumstances.  In addition, if principal payments on one or more classes of certificates are made in a specified order of priority, any related credit support may be exhausted before the principal of the later paid classes of certificates of such series has been repaid in full.  As a result, the impact of losses and shortfalls experienced with respect to the mortgage loans may fall disproportionately upon such later-paid classes of offered certificates.

The Amount of Credit Support Will Be Limited

The amount of any applicable credit support supporting one or more classes of certificates, including the subordination of one or more other classes of certificates, was determined on the basis of criteria established by each rating agency rating such classes of certificates based on an assumed level of defaults, delinquencies and losses on the underlying mortgage loans and certain other factors.  However, we cannot assure you that the loss experienced on the mortgage loans will not exceed such assumed levels.  See “Description of the Offered Certificates—General” and “—Subordination” in this prospectus supplement.  If the losses on the mortgage loans do exceed such assumed levels, you may be required to bear such additional losses.

REMIC Status

If an entity intended to qualify as a REMIC fails to satisfy one or more of the requirements of the Internal Revenue Code of 1986, as amended, for REMIC status during any taxable year, the Internal Revenue Code of 1986, as amended, provides that such entity will not be treated as a REMIC for such year and any year thereafter.  In such event, the issuing entity, including the Trust REMICs, would likely be treated as one or more separate associations taxable as a corporation under Treasury regulations, and some or all of the certificates may be treated as stock interests in those associations and not as debt instruments.  The Internal Revenue Code of 1986, as amended, authorizes the granting of relief from

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disqualification if failure to meet one or more of the requirements for REMIC status occurs inadvertently and steps are taken to correct the conditions that caused disqualification within a reasonable time after the discovery of the disqualifying event. The relief may be granted by either allowing continuation as a REMIC or by ignoring the cessation entirely.  However, any such relief may be accompanied by sanctions, such as the imposition of a corporate tax on all or a portion of the REMIC’s income for the period of time during which the requirements for REMIC status are not satisfied.  While the U.S. Department of the Treasury is authorized to issue regulations regarding the granting of relief from disqualification if the failure to meet one or more of the requirements of REMIC status occurs inadvertently and in good faith, no such regulations have been issued.

State and Local Tax Considerations

In addition to the federal income tax consequences described under the heading “Material Federal Income Tax Consequences” in this prospectus supplement, potential purchasers should consider the state and local income tax consequences of the acquisition, ownership and disposition of the certificates.  State and local income tax laws may differ substantially from the corresponding federal law, and this prospectus supplement does not purport to describe any aspects of the income tax laws of the states or localities in which the mortgaged properties are located or of any other applicable state or locality.

It is possible that one or more jurisdictions may attempt to tax nonresident holders of certificates solely by reason of the location in that jurisdiction of the depositor, the trustee, the certificate administrator, the operating advisor, the sponsors, a related borrower or a mortgaged property or on some other basis, may require nonresident holders of certificates to file returns in such jurisdiction or may attempt to impose penalties for failure to file such returns; and it is possible that any such jurisdiction will ultimately succeed in collecting such taxes or penalties from nonresident holders of certificates.  We cannot assure you that holders of certificates will not be subject to tax in any particular state or local taxing jurisdiction.

If any tax or penalty is successfully asserted by any state or local taxing jurisdiction, none of the depositor, the sponsors, the related borrower, the trustee, the certificate administrator, the operating advisor, the master servicer or the special servicer will be obligated to indemnify or otherwise to reimburse the holders of certificates for that tax or penalty.

You should consult with your own tax advisor with respect to the various state and local tax consequences of an investment in the certificates.

Certain Federal Tax Consideration Regarding Original Issue Discount

Certain classes of offered certificates may be issued with original issue discount for federal income tax purposes, which generally will result in recognition of taxable income in advance of the receipt of cash attributable to that income.  Accordingly, investors must have sufficient sources of cash to pay any federal, state or local income taxes with regard to the original issue discount.  See “Material Federal Income Tax Consequences” in this prospectus supplement and “Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Original Issue Discount” in the accompanying prospectus.

Tax Considerations Related to Foreclosure

If the issuing entity acquires a mortgaged property pursuant to a foreclosure or deed in lieu of foreclosure, the special servicer will generally be required to retain an independent contractor to operate and manage the mortgaged property.

Among other things, the independent contractor generally will not be able to perform construction work, other than repair, maintenance or certain types of tenant build outs, unless the construction was at least 10% completed when default on the mortgage loan becomes imminent.  Furthermore, any net income from such operation (other than qualifying “rents from real property”), or any rental income based on the net profits of a tenant or sub tenant or allocable to a non-customary service, will subject the

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Lower-Tier REMIC to federal tax on such income at the highest marginal corporate tax rate (currently 35%) and possibly state or local tax.  “Rents from real property” does not include any rental income based on the net profits of a tenant or sub tenant or allocable to a service that is non-customary in the area and for the type of building involved.  In such event, the net proceeds available for distribution to certificateholders will be reduced.  The special servicer may permit the Lower-Tier REMIC to earn “net income from foreclosure property” that is subject to tax if it determines that the net after tax benefit to certificateholders is greater than under another method of operating or leasing the mortgaged property.  See “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans” in this prospectus supplement.

In addition, if the issuing entity were to acquire one or more mortgaged properties pursuant to a foreclosure or deed in lieu of foreclosure, upon acquisition of those mortgaged properties, the issuing entity may in certain jurisdictions, particularly in New York, be required to pay state or local transfer or excise taxes upon liquidation of the properties.  These state or local taxes may reduce net proceeds available for distribution with respect to the certificates.

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

On September 15, 2009, the Internal Revenue Service issued Revenue Procedure 2009-45 easing the tax requirements for a servicer to modify a commercial or multifamily mortgage loan held in a REMIC by interpreting the circumstances when default is “reasonably foreseeable” to include those where the servicer reasonably believes that there is a “significant risk of default” with respect to the mortgage loan upon maturity of the loan or at an earlier date, and that by making such modification the risk of default is substantially reduced.  Accordingly, if the master servicer or the special servicer determined that an underlying mortgage loan was at significant risk of default and permitted one or more modifications otherwise consistent with the terms of the pooling and servicing agreement, any such modification may impact the timing and ultimate recovery on the mortgage loan, and likewise on one or more classes of certificates.

In addition, the Internal Revenue Service has issued final regulations under the REMIC provisions of the Internal Revenue Code of 1986, as amended, that modify the tax restrictions imposed on a servicer's ability to modify the terms of the mortgage loans held by a REMIC relating to changes in the collateral, credit enhancement and recourse features.  The Internal Revenue Service has also issued Revenue Procedure 2010-30, describing circumstances in which it will not challenge the treatment of mortgage loans as “qualified mortgages” on the grounds that the mortgage loan is not “principally secured by real property”, that is, has a real property loan-to-value ratio greater than 125% following a release of liens on some or all of the real property securing such mortgage loan. The general rule is that a mortgage loan must continue to be “principally secured by real property” following any such lien release, unless the lien release is pursuant to a defeasance permitted under the original loan documents and occurs more than two years after the startup day of the REMIC, all in accordance with the REMIC provisions of the Internal Revenue Code of 1986, as amended.  Revenue Procedure 2010-30 also allows lien releases in certain “grandfathered transactions” and transactions in which the release is part of a “qualified pay-down transaction” even if the mortgage loan after the transaction might not otherwise be treated as principally secured by a lien on real property. If the value of the real property securing a mortgage loan were to decline, the need to comply with the rules of Revenue Procedure 2010-30 could restrict the servicers’ actions in negotiating the terms of a workout or in allowing minor lien releases in circumstances in which, after giving effect to the release, the mortgage loan would not have a real property loan-to-value ratio of 125% or less. This could impact the timing and ultimate recovery on a mortgage loan, and likewise on one or more classes of certificates.

You should consider the possible impact on your investment of any existing REMIC restrictions as well as any potential changes to the REMIC rules.

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Risks Relating to Lack of Certificateholder Control over the Issuing Entity

You generally do not have a right to vote, except with respect to certain amendments to the pooling and servicing agreement.  Furthermore, you will generally not have the right to make decisions concerning administration of the issuing entity.  The pooling and servicing agreement gives the master servicer, the special servicer, the trustee, the certificate administrator or the REMIC administrator, as applicable, certain decision-making authority concerning administration of the issuing entity.  These parties may make decisions different from those that holders of any particular class of the certificates offered in this prospectus supplement would have made, and these decisions may negatively affect those holders’ interests.

While there is an operating advisor with certain obligations in respect of reviewing the compliance of certain of the special servicer’s obligations under the pooling and servicing agreement, the operating advisor has no control or consultation rights over actions by the special servicer for so long as no Control Termination Event has occurred and is continuing.  In addition, the operating advisor only has the limited obligations and duties set forth in the pooling and servicing agreement, and has no fiduciary duty to act on behalf of the certificateholders or the issuing entity or in the best interest of any particular certificateholder.  It is not intended that the operating advisor act as a surrogate for the certificateholders.  Investors should not rely on the operating advisor to affect the special servicer’s actions under the pooling and servicing agreement or to monitor the actions of the controlling class representative or special servicer, other than to the limited extent specifically required in respect of certain actions of the special servicer at certain prescribed times under the pooling and servicing agreement.

Different Timing of Mortgage Loan Amortization Poses Certain Risks

As principal payments or prepayments are made on a mortgage loan that is part of a pool of mortgage loans, the pool may be subject to more risk with respect to the decreased diversity of the size of mortgage loans, geographic location and types of mortgaged properties and number and affiliation of borrowers, as described above under the headings “—Risks Related to the Mortgage Loans—Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks,” “—Risks Related to Mortgage Loan Concentration,” “—Risks Related to Borrower Concentration” and “—Geographic Concentration Exposes Investors to Greater Risk of Default and Loss.”  Classes that have a later sequential designation or a lower payment priority are more likely to be exposed to this concentration risk than are classes with an earlier sequential designation or higher priority.  This is so because, subject to the payment of the Class A-SB Certificates as described in “Description of the Offered Certificates—Distributions,” principal on the certificates is generally payable in sequential order, and no class entitled to distribution of principal generally receives principal until the certificates balance(s) of the preceding class or classes entitled to receive principal have been reduced to zero.

Ratings of the Offered Certificates

Ratings assigned to the offered certificates by rating agencies are based, among other things, on the economic characteristics of the mortgaged properties and other relevant structural features of the transaction.  A security rating does not represent any assessment of the yield to maturity that a certificateholder may experience.  Ratings assigned to the offered certificates reflect only the views of the respective rating agencies as of the date such ratings were issued.  Future events could have an adverse impact on such ratings.  Ratings may be reviewed, revised, suspended, downgraded, qualified or withdrawn entirely by the applicable rating agency as a result of changes in or unavailability of information.  Ratings do not consider to what extent the offered certificates will be subject to prepayment or that the outstanding principal amount of any class of offered certificates will be prepaid.

Furthermore, the amount, type and nature of credit support, if any, provided with respect to the offered certificates is determined on the basis of criteria established by each rating agency.  These criteria are sometimes based upon analysis of the behavior of mortgage loans in a larger group.  However, we cannot assure you that the historical data supporting that analysis will accurately reflect future experience, or that the data derived from a large pool of mortgage loans will accurately predict the

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delinquency, foreclosure or loss experience of the mortgage loans in the issuing entity.  As evidenced by the significant amount of downgrades, qualifications and withdrawals of ratings assigned to previously issued commercial mortgage-backed securities during the recent credit crisis, the rating agencies’ assumptions regarding the performance of the mortgage loans related to such commercial mortgage-backed securities were not, in all cases, correct.

With respect to each mortgage loan, certain actions provided for in the related loan agreement require, as a condition to taking such action, that a no downgrade confirmation be obtained from each rating agency.  In certain circumstances, this condition may be deemed to have been met or waived without such a no downgrade confirmation being obtained.  See the definition of “No Downgrade Confirmation” in this prospectus supplement.  In the event such an action is taken without a no downgrade confirmation being obtained, we cannot assure you that the applicable rating agency will not downgrade, qualify or withdraw its ratings as a result of the taking of such action.  If you invest in the offered certificates, pursuant to the pooling and servicing agreement your acceptance of certificates will constitute an acknowledgement of, and agreement with, the procedures relating to no downgrade confirmations described under the definition of “No Downgrade Confirmation” in this prospectus supplement.

We are not obligated to maintain any particular rating with respect to any class of offered certificates.  The ratings initially assigned to the offered certificates by one or more of the rating agencies engaged by the depositor to rate the offered certificates could change adversely as a result of changes affecting, among other things, the underlying mortgage loans, the mortgaged properties, the trustee, the certificate administrator, the operating advisor, the master servicer or the special servicer, or as a result of changes to ratings criteria employed by one or more of such rating agencies.  Although these changes would not necessarily result from an event of default on any underlying mortgage loan, any adverse change to the ratings of the offered certificates would likely have an adverse effect on the market value of those certificates.  See “Ratings” in this prospectus supplement.

Further, a ratings downgrade of any class of offered certificates below an investment grade rating by the rating agencies could affect the ability of a benefit plan or other investor to purchase those certificates.  See “ERISA Considerations” and “Legal Investment” in this prospectus supplement.

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

As part of the process of obtaining ratings for the offered certificates, the depositor had initial discussions with and submitted certain materials to certain nationally recognized statistical rating organizations.  Based on preliminary feedback from those nationally recognized statistical rating organizations at that time, the depositor selected three of those nationally recognized statistical rating organizations to rate the offered certificates, and did not select the other nationally recognized statistical rating organizations due, in part, to those nationally recognized statistical rating organizations’ initial subordination levels for the various classes of offered and non-offered certificates.  Had the depositor selected such other nationally recognized statistical rating organizations to rate the offered certificates, we cannot assure you as to the ratings that such other nationally recognized statistical rating organizations would ultimately have assigned to the offered certificates.  Although unsolicited ratings may be issued by any nationally recognized statistical rating organization, a nationally recognized statistical rating organization might be more likely to issue an unsolicited rating if it was not selected after having provided preliminary feedback to the depositor.

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Furthermore, the Securities and Exchange Commission may determine that one or more of the rating agencies engaged by the depositor to rate the offered certificates no longer qualifies as a nationally recognized statistical rating organization, or is no longer qualified to rate the offered certificates, and that determination may have an adverse effect on the liquidity, market value and regulatory characteristics of the offered certificates.  To the extent that the provisions of any mortgage loan or the pooling and servicing agreement condition any action, event or circumstance on the delivery of a no downgrade confirmation, the pooling and servicing agreement will address delivery of a no downgrade confirmation only from the rating agencies engaged by the depositor to rate the offered certificates.

THE SPONSORS, MORTGAGE LOAN SELLERS AND ORIGINATORS

Cantor Commercial Real Estate Lending, L.P.

General

Cantor Commercial Real Estate Lending, L.P. (“CCRE Lending”) is a sponsor of, and a seller of certain mortgage loans (the “CCRE Mortgage Loans”) into, the securitization described in this prospectus supplement.  CCRE Lending is a Delaware limited partnership and an affiliate of Cantor Fitzgerald & Co. and CastleOak Securities, L.P., two of the Underwriters.  CCRE Lending was formed in 2010.  Its general partner is Cantor Commercial Real Estate Holdings, LLC, and its limited partner is Cantor Commercial Real Estate Company, L.P.  CCRE Lending’s executive offices are located at 110 East 59th Street, New York, New York 10022, telephone number (212) 938-5000.

According to its consolidated balance sheet (unaudited), as of March 31, 2012, Cantor Commercial Real Estate Company, L.P. and its consolidated subsidiaries (which include CCRE Lending) had total assets of approximately $671,000,000, total liabilities of approximately $31,000,000 and total partners’ equity of approximately $640,000,000.  In April 2012, Cantor Commercial Real Estate Company, L.P. increased the amount of its master repurchase agreement from $450 million to $650 million.

Certain third party lenders provide warehouse financing to affiliates of CCRE Lending (the “CCRE Financing Affiliates”) through various repurchase facilities.  Some or all of the CCRE Mortgage Loans transferred to the Depositor by CCRE Lending may be subject to such repurchase facilities.  If such is the case at the time the Certificates are issued, then CCRE Lending will use the proceeds from its sale of the CCRE Mortgage Loans to the Depositor to, among other things, acquire the warehoused CCRE Mortgage Loans from the related CCRE Financing Affiliate, and the related CCRE Financing Affiliate will, in turn, use the funds that it receives from CCRE Lending to, among other things, reacquire the warehoused CCRE Mortgage Loans from the repurchase agreement counterparties free and clear of any liens.

CCRE Lending’s Securitization Program

This is the third commercial mortgage loan securitization to which CCRE Lending is contributing loans.

Since its founding in July 2010, CCRE Lending has originated or acquired approximately 143 fixed and floating rate commercial and multifamily mortgage loans with an aggregate original principal balance of approximately $2,146,561,500 and has acted as a sponsor and mortgage loan seller on two fixed-rate commercial mortgage-backed securitization transactions.

In future transactions, it is anticipated that many of the commercial mortgage loans originated or acquired by CCRE Lending will be sold to securitizations in which CCRE Lending acts as a sponsor.  CCRE Lending expects to originate and acquire both fixed rate and floating rate commercial mortgage loans which will be included in both public and private securitizations.  CCRE Lending also expects to originate and acquire subordinate and mezzanine debt for investment, syndication or securitization.

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Neither CCRE Lending nor any of its affiliates will insure or guarantee distributions on the Certificates.  The Certificateholders will have no rights or remedies against CCRE Lending for any losses or other claims in connection with the Certificates or the CCRE Mortgage Loans except in respect of the repurchase and substitution obligations for Material Document Defects or the Material Breaches of representations and warranties made by CCRE Lending in the related Mortgage Loan Purchase Agreement as described under “The Pooling and Servicing Agreement—Representations and Warranties; Repurchase; Substitution” in this prospectus supplement.

Review of CCRE Mortgage Loans

Overview.  CCRE Lending has conducted a review of the CCRE Mortgage Loans in connection with the securitization described in this prospectus supplement.  The review of the CCRE Mortgage Loans was performed by a deal team comprised of real estate and securitization professionals (the “CCRE Deal Team”).  The review procedures described below were employed with respect to all of the CCRE Mortgage Loans, except that certain review procedures were relevant only to the large loan disclosures in this prospectus supplement, as further described below.  No sampling procedures were used in the review process.

Data Tape.  To prepare for securitization, members of the CCRE Deal Team created a data tape (the “CCRE Data Tape”) containing detailed loan-level and property-level information regarding each CCRE Mortgage Loan.  The CCRE Data Tape was compiled from, among other sources, the related Mortgage Loan Documents, appraisals, environmental reports, seismic reports, property condition reports, zoning reports, insurance policies, borrower-supplied information (including, but not limited to, rent rolls, leases, operating statements and budgets) and information collected by CCRE Lending during the underwriting process.  The CCRE Deal Team updated the information in the CCRE Data Tape with respect to the CCRE Mortgage Loans from time to time based on updates provided by the related loan servicer relating to loan payment status and escrows, updated operating statements, rent rolls and leasing activity and information otherwise brought to the attention of the CCRE Deal Team.  The CCRE Data Tape was used by the CCRE Deal Team in providing the numerical information regarding the CCRE Mortgage Loans in this prospectus supplement.

Data Comparison and Recalculation. CCRE Lending engaged a third party accounting firm to perform certain data comparison and recalculation procedures designed by CCRE Lending relating to information in this prospectus supplement regarding the CCRE Mortgage Loans.  These procedures included:

● comparing the information in the CCRE Data Tape against various source documents provided by CCRE Lending that are described above under “—Data Tape”;

● comparing numerical information regarding the CCRE Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus supplement against the CCRE Data Tape; and

● recalculating certain percentages, ratios and other formulae relating to the CCRE Mortgage Loans disclosed in this prospectus supplement.

Legal Review.  CCRE Lending engaged various law firms to conduct certain legal reviews of the CCRE Mortgage Loans for disclosure in this prospectus supplement. In anticipation of the securitization of each CCRE Mortgage Loan originated by CCRE Lending, origination counsel prepared a loan summary that sets forth salient loan terms and summarizes material deviations from CCRE Lending’s standard form loan documents.  In addition, origination counsel for each CCRE Mortgage Loan reviewed CCRE Lending’s representations and warranties set forth on Annex F to this prospectus supplement and, if applicable, identified exceptions to those representations and warranties.

Securitization counsel was also engaged to assist in the review of the CCRE Mortgage Loans.  Such assistance included, among other things, (i) a review of sections of the loan documents that deviate materially from CCRE Lending’s standard form documents, (ii) a review of the loan summaries referred to above relating to the CCRE Mortgage Loans prepared by origination counsel, and (iii) a review of a due diligence questionnaire completed by the origination counsel.  Securitization counsel also reviewed the

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property release provisions (other than the partial defeasance provisions), if any, for each CCRE Mortgage Loan with multiple Mortgaged Properties or, to the extent identified by origination counsel, for each CCRE Mortgage Loan with permitted outparcel releases or similar releases for compliance with the REMIC provisions.

CCRE Lending prepared, and reviewed with originating counsel and/or securitization counsel, the loan summaries for those of the CCRE Mortgage Loans included in the 10 largest Mortgage Loans in the mortgage pool, and the abbreviated loan summaries for those of the CCRE Mortgage Loans included in the next 10 largest Mortgage Loans in the mortgage pool, which loan summaries and abbreviated loan summaries are incorporated in “Annex B—Description of the Top 20 Mortgage Loans” in this prospectus supplement.

Other Review Procedures.  In connection with the origination of each CCRE Mortgage Loan, CCRE Lending, together with origination counsel, conducted a search with respect to each borrower under the related CCRE Mortgage Loan to determine whether it filed for bankruptcy.  With respect to any material pending litigation that existed at the origination of any CCRE Mortgage Loan, CCRE Lending requested updates from the related borrower, origination counsel and/or borrower’s litigation counsel.  If CCRE Lending became aware of a significant natural disaster in the vicinity of any Mortgaged Property securing a CCRE Mortgage Loan, CCRE Lending obtained information on the status of the Mortgaged Property from the related borrower to confirm no material damage to the Mortgaged Property.

With respect to the CCRE Mortgage Loans originated by CCRE Lending, the CCRE Deal Team also consulted with the applicable CCRE Mortgage Loan origination team to confirm that the CCRE Mortgage Loans were originated in compliance with the origination and underwriting criteria described below under “—CCRE Lending’s Underwriting Standards,” as well as to identify any material deviations from those origination and underwriting criteria.  See “—CCRE Lending’s Underwriting Standards—Exceptions” below.

Findings and Conclusions.  Based on the foregoing review procedures, CCRE Lending determined that the disclosure regarding the CCRE Mortgage Loans in this prospectus supplement is accurate in all material respects.  CCRE Lending also determined that the CCRE Mortgage Loans were originated in accordance with CCRE Lending’s origination procedures and underwriting criteria, except as described below under “—CCRE Lending’s Underwriting Standards—Exceptions.”  CCRE Lending attributes to itself all findings and conclusions resulting from the foregoing review procedures.

CCRE Lending’s Underwriting Standards

General.  CCRE Lending’s commercial mortgage loans are generally originated in accordance with the underwriting criteria described below; however, variations from these guidelines may be implemented as a result of various conditions, including each loan’s specific terms, the quality or location of the underlying real estate, the property’s tenancy profile, the background or financial strength of the borrower/loan sponsor, or any other pertinent information deemed material by CCRE Lending.  Therefore, this general description of CCRE Lending’s underwriting standards is not intended as a representation that every CCRE Mortgage Loan complies entirely with all criteria set forth below.

Loan Analysis.  The credit underwriting process for each CCRE Lending loan is performed by a team comprised of real estate professionals that typically includes a senior member, originator, underwriter, transaction manager and loan closer.  This team is required to conduct a thorough review of the related mortgaged property, which typically includes an examination of historical operating statements, rent rolls, tenant leases, current and historical real estate tax information, insurance policies and/or schedules, and third-party reports pertaining to appraisal/valuation, zoning, environmental status and physical condition/seismic/engineering.

A member of the CCRE Lending team or an agent of CCRE Lending is required to perform an inspection of the property as well as a review of the surrounding market area, including demand generators and competing properties, in order to confirm tenancy information, assess the physical quality

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of the collateral, determine visibility and access characteristics, and evaluate the property’s competitiveness within its market.

The CCRE Lending team or an affiliate of CCRE Lending also performs a detailed review of the financial status, credit history and background of the borrower and certain key principals through financial statements, income tax returns, credit reports, criminal/background investigations, and specific searches for judgments, liens, bankruptcy and pending litigation.  Circumstances may also warrant an examination of the financial strength and credit of key tenants as well as other factors that may impact the tenants’ ongoing occupancy or ability to pay rent.

After the compilation and review of all documentation and other relevant considerations, the CCRE Lending team finalizes its detailed underwriting analysis of the property’s cash flow in accordance with CCRE Lending’s property-specific, cash flow underwriting guidelines.  Determinations are also made regarding the implementation of appropriate loan terms to structure in a manner to mitigate risks, resulting in features such as ongoing escrows or upfront reserves, letters of credit, lockboxes/cash management or guarantees.  A complete credit committee package is prepared to summarize all of the above-referenced information.

Loan Approval.  All commercial mortgage loans must be presented to one or more credit committees that consist of senior real estate and finance professionals of CCRE Lending and its affiliates among others.  After a review of the credit committee package and a discussion of the loan, the committee may approve the loan as recommended, request additional due diligence or loan structure, modify the terms, or reject the loan entirely.

Debt Service Coverage and LTV Ratio.  CCRE Lending’s underwriting standards generally require a minimum debt service coverage ratio (“DSCR”) of 1.20x and maximum loan-to-value (“LTV”) ratio of 80%; however, these thresholds are guidelines and exceptions may be made on the merits of each loan.  Certain properties may also be encumbered by subordinate debt secured by the related mortgaged property and/or mezzanine debt secured by direct or indirect ownership interests in the borrower, which when such mezzanine or subordinate debt is taken into account, may result in aggregate debt that does not conform to the aforementioned parameters; namely the DSCRs described above will be lower based on the inclusion of the payments related to such additional debt and the LTV ratios described above will be higher based on the inclusion of the amount of any such additional subordinate debt and/or mezzanine debt.

The aforementioned DSCR requirements pertain to the underwritten cash flow at origination and may not hold true for each CCRE Mortgage Loan as reported in this prospectus supplement.  Property and loan information is typically updated for securitization, including an update or re-underwriting of the property’s cash flow, which may reflect positive or negative developments at the property or in the market that have occurred since origination, possibly resulting in an increase or decrease in the DSCR.

Additional Debt. Certain mortgage loans may have, or permit in the future, certain additional subordinate debt, whether secured or unsecured, and/or mezzanine debt.  It is possible that CCRE Lending or an affiliate thereof may be the lender on that additional subordinate debt and/or mezzanine debt.

Amortization Requirements.  While CCRE Lending’s underwriting guidelines generally permit a maximum amortization period of 30 years, certain loans may provide for interest-only payments through maturity or for an initial portion of the mortgage loan term; however, if the loan entails only a partial interest-only period, the monthly debt service, annual debt service and DSCR set forth in this prospectus supplement will reflect a calculation on the future (larger) amortizing loan payment.

Servicing.  Interim servicing for all CCRE Lending loans prior to securitization will typically be performed by an unaffiliated third party such as Wells Fargo Bank, National Association or Midland Loan Services, a Division of PNC Bank, National Association; however, primary servicing may be occasionally retained by certain qualified subservicers under established sub-servicing agreements with CCRE Lending, which may be retained post-securitization.  Otherwise, servicing responsibilities will be

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transferred from such third-party servicer to the master servicer of the securitization trust (and a primary servicer when applicable) at closing.  From time to time, the original third-party servicer may retain primary servicing.

Assessments of Property Condition

As part of the underwriting process, the property assessments and reports described below will typically be obtained:

  (i)Appraisals.  Independent appraisals or an update of an independent appraisal will generally be required in connection with the origination of each mortgage loan that meets the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation, or the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989.  In some cases, however, the value of the subject real property collateral may be established based on a cash flow analysis, a recent sales price or another method or benchmark of valuation.

 (ii)Environmental Assessment.  In most cases, a Phase I environmental assessment will be required with respect to the real property collateral for a prospective commercial, multifamily or manufactured housing community mortgage loan.  However, when circumstances warrant, an update of a prior environmental assessment, a transaction screen or a desktop review may be utilized.  Alternatively, in limited circumstances, an environmental assessment may not be required, such as when the benefits of an environmental insurance policy or an environmental guarantee have been obtained.  Furthermore, an environmental assessment conducted at any particular real property collateral will not necessarily cover all potential environmental issues.  For example, an analysis for radon, lead-based paint, mold and lead in drinking water will usually be conducted only at multifamily rental properties and only when the originator or an environmental consultant believes that such an analysis is warranted under the circumstances.  Depending on the findings of the initial environmental assessment, any of the following may be required:  additional environmental testing, such as a Phase II environmental assessment with respect to the subject real property collateral; an environmental insurance policy; that the borrower conduct remediation activities or establish an operations and maintenance plan; and/or a guaranty or reserve with respect to environmental matters.

(iii)Engineering Assessment.  In connection with the origination process, in most cases it will be required that an engineering firm inspect the real property collateral for any prospective commercial, multifamily or manufactured housing community mortgage loan to assess the structure, exterior walls, roofing, interior structure and/or mechanical and electrical systems.  Based on the resulting report, the appropriate response will be determined to any recommended repairs, corrections or replacements and any identified deferred maintenance.

 (iv)Seismic Report.  Generally, a seismic report is required for all properties located in seismic zones 3 or 4.

Notwithstanding the foregoing, engineering inspections and seismic reports will generally not be required or obtained by the originator in connection with the origination process in the case of mortgage loans secured by real properties that are subject to a ground lease, triple-net lease or other long-term lease, or in the case of mortgage loans that are not collateralized by any material improvements on the real property collateral.

Title Insurance.  The borrower is required to provide, and CCRE Lending or its origination counsel will typically review, a title insurance policy for each property. The title insurance policies provided typically must be: (i) written by a title insurer licensed to do business in the jurisdiction where the mortgaged property is located, (ii) in an amount at least equal to the original principal balance of the mortgage loan, (iii) issued such that protection and benefits run to the mortgagee and its successors and assigns, (iv) written on an American Land Title Association form or equivalent policy promulgated in the jurisdiction

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where the mortgaged property is located and (v) issued such that if a survey was prepared, the legal description of the mortgaged property in the title policy conforms to that shown on the survey.

Casualty Insurance.  Except in certain instances where sole or significant tenants (which may include ground tenants) are required to obtain insurance or may self-insure, CCRE Lending typically requires that the related mortgaged property be insured by a hazard insurance policy with a customary deductible and in an amount at least equal to the lesser of the outstanding principal balance of the mortgage loan and 100% of the full insurable replacement cost of the improvements located on the property.  If applicable, the policy contains appropriate endorsements to avoid the application of coinsurance and does not permit reduction in insurance proceeds for depreciation, except that the policy may permit a deduction for depreciation in connection with a cash settlement after a casualty if the insurance proceeds are not being applied to rebuild or repair the damaged improvements.

Flood insurance, if available, must be in effect for any mortgaged property that at the time of origination included material improvements in any area identified as a special flood hazard area in the Federal Register by the Federal Emergency Management Agency. The flood insurance policy must meet the requirements of the then-current guidelines of the Federal Insurance Administration, be provided by a generally acceptable insurance carrier and be in an amount representing coverage not less than the least of (i) the outstanding principal balance of the mortgage loan, (ii) the full insurable value of the property or, in cases where only a portion of the property is in the flood zone, the full insurable value of the portion of the property contained therein, and (iii) the maximum amount of insurance available under the National Flood Insurance Program, except in some cases where self-insurance was permitted.

The standard form of hazard insurance policy typically covers physical damage or destruction of the improvements on the mortgaged property caused by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion. The policies may contain some conditions and exclusions to coverage, including exclusions related to acts of terrorism. Generally, each of the mortgage loans requires that the related property have coverage for terrorism or terrorist acts, if such coverage is available at commercially reasonable rates. In all (or substantially all) cases, there is a cap on the amount that the related borrower will be required to expend on terrorism insurance.

The mortgage loan documents typically also require the borrower to maintain comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the property in an amount customarily required by institutional lenders.

The mortgage loan documents typically further require the related borrower to maintain business interruption or rent loss insurance in an amount not less than 100% of the projected rental income from the related property for not less than twelve months.

Although properties are typically not insured for earthquake risk, a borrower will be required to obtain earthquake insurance if the property has material improvements and the seismic report indicates that the probable maximum loss (“PML”) or scenario expected loss (“SEL”) is greater than 20%.

Zoning and Building Code Compliance.  In connection with the origination of a commercial, multifamily or manufactured housing community mortgage loan, the originator will generally examine whether the use and occupancy of the related real property collateral is in material compliance with zoning, land-use, building rules, regulations and orders then applicable to that property.  Evidence of this compliance may be in the form of one or more of the following:  legal opinions, surveys, recorded documents, temporary or permanent certificates of occupancy, letters from government officials or agencies, title insurance endorsements, engineering or consulting reports, zoning reports and/or representations by the related borrower.

In some cases, a mortgaged property may constitute a legal non-conforming use or structure.  In such cases, CCRE Lending may require an endorsement to the title insurance policy or the acquisition of law and ordinance insurance with respect to the particular non-conformity unless it determines that:  (i) the non-conformity should not have a material adverse effect on the ability of the borrower to rebuild; (ii) if the improvements are rebuilt in accordance with currently applicable law, the value and performance of

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the property would be acceptable; (iii) any major casualty that would prevent rebuilding has a sufficiently remote likelihood of occurring; or (iv) a cash reserve, a letter of credit or an agreement from a principal of the borrower is provided to cover losses.

If a material violation exists with respect to a mortgaged property, CCRE Lending may require the borrower to remediate such violation and, subject to the discussion under “—CCRE Lending’s Underwriting Standards—Escrow Requirements” below, establish a reserve to cover the cost of such remediation, unless a cash reserve, a letter of credit or an agreement from a principal of the borrower is provided to cover losses.

Escrow Requirements.  Based on the originator’s analysis of the real property collateral, the borrower and the principals of the borrower, a borrower under a commercial, multifamily or manufactured housing community mortgage loan may be required to fund various escrows for taxes, insurance, replacement reserves, tenant improvements/leasing commissions, deferred maintenance and/or environmental remediation.  A case-by-case analysis will be conducted to determine the need for a particular escrow or reserve.  Consequently, the aforementioned escrows and reserves are not established for every commercial, multifamily and manufactured housing community mortgage loan originated by CCRE Lending.  Furthermore, CCRE Lending may accept an alternative to a cash escrow or reserve from a borrower, such as a letter of credit or a guarantee from the borrower or an affiliate of the borrower or periodic evidence that the items for which the escrow or reserve would have been established are being paid or addressed.  In some cases, CCRE Lending may determine that establishing an escrow or reserve is not warranted given the amounts that would be involved and CCRE Lending’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the subject expense or cost absent creation of an escrow or reserve.  In some cases, CCRE Lending may determine that establishing an escrow or reserve is not warranted because a tenant or other third party has agreed to pay the subject cost or expense for which the escrow or reserve would otherwise have been established.

Generally, subject to the discussion in the prior paragraph, the required escrows for commercial, multifamily and manufactured housing community mortgage loans originated by CCRE Lending are as follows:

● Taxes—Monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are typically required to satisfy real estate taxes and assessments, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if there is an institutional property sponsor or high net worth individual property sponsor, or (ii) if and to the extent that a sole or major tenant (which may include a ground tenant) at the related mortgaged property is required to pay taxes directly.

● Insurance—Monthly escrow deposits equal to 1/12th of the annual property insurance premium are typically required to pay insurance premiums, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if there is an institutional property sponsor or high net worth individual property sponsor, (ii) if the related borrower maintains a blanket insurance policy, or (iii) if and to the extent that a sole or major tenant (which may include a ground tenant) at the related mortgaged property is obligated to maintain the insurance or is permitted to self-insure.

● Replacement Reserves—Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan.  Annual replacement reserves are generally underwritten to the suggested replacement reserve amount from an independent, third-party property condition or engineering report, or to certain minimum requirements by property type, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if a tenant (which may include a ground tenant) at the related mortgaged property or other third party is responsible for all repairs and maintenance, or (ii) if CCRE Lending determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and CCRE Lending’s evaluation of the ability of the property,

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the borrower or a holder of direct or indirect ownership interests in the borrower to bear the cost of repairs and maintenance absent creation of an escrow or reserve.

● Tenant Improvements / Leasing Commissions—In the case of retail, office and industrial properties, a tenant improvements / leasing commissions reserve may be required to be funded either at loan origination and/or during the related mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by significant tenants, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the related tenant’s lease extends beyond the loan term, (ii) if the rent for the space in question is considered below market, or (iii) if CCRE Lending determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and CCRE Lending’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the anticipated leasing commissions or tenant improvement costs absent creation of an escrow or reserve.

● Deferred Maintenance—A deferred maintenance reserve may be required to be funded at loan origination in an amount typically equal to 100% to 125% of the estimated cost of material immediate repairs or replacements identified in the property condition or engineering report, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the sponsor of the borrower delivers a guarantee to complete the immediate repairs in a specified amount of time, (ii) if the deferred maintenance amount does not materially impact the function, performance or value of the property, (iii) if a tenant (which may include a ground tenant) at the related mortgaged property or other third party is responsible for the repairs, or (iv) if CCRE Lending determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and CCRE Lending’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the cost of repairs absent creation of an escrow or reserve.

● Environmental Remediation—An environmental remediation reserve may be required at loan origination in an amount typically equal to 100% to 125% of the estimated remediation cost identified in the environmental report, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the sponsor of the borrower delivers a guarantee agreeing to take responsibility and pay for the identified environmental issues, (ii) if environmental insurance is obtained or already in place, (iii) if a third party unrelated to the borrower is identified as the responsible party or (iv) if CCRE Lending determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and CCRE Lending’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the cost of remediation absent creation of an escrow or reserve.

For a description of the escrows collected with respect to the CCRE Mortgage Loans, please see Annex A-1 to this prospectus supplement.

Exceptions. The CCRE Mortgage Loans were originated in accordance with the underwriting standards set forth above.

Compliance with Rule 15Ga-1 under the Exchange Act

CCRE Commerical Mortgage Securities, L.P. (the “CCRE Depositor”), an affiliate of CCRE Lending through which all of CCRE Lending’s prior securitization activity has been conducted, most recently filed a Form ABS-15G on February 14, 2012.  The CCRE Depositor’s Central Index Key is 0001515166.  With respect to the period from and including January 1, 2011 to and including December 31, 2011, the CCRE Depositor does not have any activity to report as required by Rule 15Ga-1 under the Exchange Act with respect to repurchase or replacement requests in connection with breaches of representations and warranties made by it as a sponsor of commercial mortgage securitizations.

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German American Capital Corporation

General

German American Capital Corporation (“GACC”) is a sponsor of this securitization transaction.  GACC or an affiliate of GACC originated all of the GACC Mortgage Loans in this transaction.  GACC is a wholly-owned subsidiary of Deutsche Bank Americas Holding Corp., which in turn is a wholly-owned subsidiary of Deutsche Bank AG, a German corporation.  GACC is an affiliate of the Depositor and Deutsche Bank Securities Inc., one of the Underwriters.  The principal offices of GACC are located at 60 Wall Street, New York, New York 10005.  For more information regarding GACC, see “The Sponsor” in the prospectus.

GACC is engaged in the origination of commercial mortgage loans with the primary intent to sell the loans within a short period of time subsequent to origination into a commercial mortgage backed securities primary issuance securitization or through a sale of whole loan interests to third party investors.  GACC originates loans primarily for securitization; however, GACC also originates subordinate mortgage loans or subordinate participation interests in mortgage loans, and mezzanine loans (loans secured by equity interests in entities that own commercial real estate), for sale to third party investors.

GACC originates loans and aggregates and warehouses the loans pending sale via a commercial mortgage backed securities (“CMBS”) securitization.

GACC, through its wholly owned subsidiaries, Deutsche Bank Berkshire Mortgage, Inc. (“DBBM”) and DB Mortgage Services, LLC (“DBMS”), is one of the leading originators and seller servicers of agency (Fannie Mae, Federal Home Loan Mortgage Corporation, Federal Housing Administration) commercial mortgage loans. DBBM is one of the largest originators, and DBMS is one of the largest servicers, in Fannie Mae’s DUS (Delegated Underwriting and Servicing) program.  DBBM sells its loan originations in the form of corticated directly to third party investors at the time of loan origination.

GACC’s Securitization Program

GACC has been engaged as an originator and seller/contributor of loans into CMBS securitizations for approximately ten years.

GACC has been a seller of loans both into securitizations in the (i) “COMM” program, in which its affiliate Deutsche Mortgage and Asset Receiving Corporation (“DMARC”) is the depositor, (ii) into the “CD” program in which DMARC was the depositor on a rotating basis with Citigroup Commercial Mortgage Securities Inc., and (iii) into programs where third party entities, including affiliates of General Electric Capital Corporation, Capmark Finance Inc. (formerly GMAC Commercial Mortgage Corporation) and others, have acted as depositors.

Under the COMM name, GACC has had two primary securitization programs, the “COMM FL” program, into which large floating rate commercial mortgage loans were securitized, and the “COMM Conduit/Fusion” program, into which both fixed rate conduit loans and large loans were securitized.

GACC originates both fixed rate and floating rate commercial mortgage loans backed by a range of commercial real estate properties including office buildings, apartments, shopping malls, hotels, and industrial/warehouse properties.  The total amount of loans securitized by GACC during the past 4 years ending March 31, 2012, is approximately $7.0 billion.

Generally, GACC has not purchased significant amounts of mortgage loans for securitization; however it has purchased loans for securitization in the past and it may elect to purchase loans for securitization in the future.  In the event GACC purchases loans for securitization, GACC will either reunderwrite the mortgage loans it purchases, or perform other procedures to ascertain the quality of such loans, which procedures will be subject to approval by credit risk management officers.

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In coordination with Deutsche Bank Securities Inc. and other Underwriters or initial purchasers, GACC works with rating agencies, other loan sellers, servicers and investors in structuring a securitization transaction to maximize the overall value and capital structure, taking into account numerous factors, including without limitation geographic and property type diversity and rating agency criteria.

For the most part, GACC relies on independent rated third parties to service loans held pending sale or securitization.  It maintains interim servicing agreements with large, institutional commercial mortgage loan servicers who are highly rated by the rating agencies.  Periodic financial review and analysis, including monitoring of ratings, of each of the servicers with which GACC has servicing arrangements is conducted under the purview of loan underwriting personnel.

Pursuant to a Mortgage Loan Purchase Agreement, GACC will make certain representations and warranties, subject to certain exceptions set forth therein (and in Annex G-2 to this prospectus supplement), to the Depositor and will covenant to provide certain documents regarding the Mortgage Loans it is selling to the Depositor (the “GACC Mortgage Loans”) and, in connection with certain breaches of such representations and warranties or certain defects with respect to such documents, which breaches or defects are determined to have a material adverse effect on the value of the subject GACC Mortgage Loans or such other standard as is described in the related Mortgage Loan Purchase Agreement, may have an obligation to repurchase such Mortgage Loan, cure the subject defect or breach, replace the subject Mortgage Loan with a Qualified Substitute Mortgage Loan or make a Loss of Value Payment, as the case may be.  The Depositor will assign its rights under each Mortgage Loan Purchase Agreement to the issuing entity.  In addition, GACC has agreed to indemnify the Depositor, the Underwriters and certain of their respective affiliates with respect to certain liabilities arising in connection with the issuance and sale of the certificates.  See “The Pooling and Servicing Agreement—Assignment of the Mortgage Loans” and “—Representations and Warranties; Repurchase; Substitution” in this prospectus supplement.

Review of GACC Mortgage Loans

Overview.  GACC, in its capacity as the Sponsor of the GACC Mortgage Loans, has conducted a review of the GACC Mortgage Loans in connection with the securitization described in this prospectus supplement.  The review of the GACC Mortgage Loans was performed by a deal team comprised of real estate and securitization professionals who are employees of one or more of GACC’s affiliates (the “GACC Deal Team”).  The review procedures described below were employed with respect to all of the GACC Mortgage Loans, except that certain review procedures only were relevant to the large loan disclosures in this prospectus supplement, as further described below.  No sampling procedures were used in the review process.

Data Tape.  To prepare for securitization, members of the GACC Deal Team created a data tape (the “GACC Data Tape”) containing detailed loan-level and property-level information regarding each GACC Mortgage Loan.  The GACC Data Tape was compiled from, among other sources, the related Mortgage Loan documents, appraisals, environmental reports, seismic reports, property condition reports, zoning reports, insurance policies, borrower supplied information (including, but not limited to, rent rolls, leases, operating statements and budgets) and information collected by the GACC during the underwriting process.  After  origination of each GACC Mortgage Loan, the GACC Deal Team updated the information in the GACC Data Tape with respect to the GACC Mortgage Loan based on updates provided by the related loan servicer relating to loan payment status and escrows, updated operating statements, rent rolls and leasing activity, and information otherwise brought to the attention of the GACC Deal Team.  The GACC Data Tape was used by the GACC Deal Team to provide the numerical information regarding the GACC Mortgage Loans in this prospectus supplement.

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Data Comparison and Recalculation. The Depositor, on behalf of GACC, engaged a third party accounting firm to perform certain data comparison and recalculation procedures designed by GACC, relating to information in this prospectus supplement regarding the GACC Mortgage Loans.  These procedures included:

● comparing the information in the GACC Data Tape against various source documents provided by GACC that are described above under “—Data Tape”;

● comparing numerical information regarding the GACC Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus supplement against the GACC Data Tape; and

● recalculating certain percentages, ratios and other formulae relating to the GACC Mortgage Loans disclosed in this prospectus supplement.

Legal Review.  GACC engaged various law firms to conduct certain legal reviews of the GACC Mortgage Loans for disclosure in this prospectus supplement. In anticipation of the securitization of each GACC Mortgage Loan originated by GACC, origination counsel prepared a loan summary that sets forth salient loan terms and summarizes material deviations from GACC’s standard form loan documents.  In addition, origination counsel for each GACC Mortgage Loan reviewed GACC’s representations and warranties set forth on Annex F to this prospectus supplement and, if applicable, identified exceptions to those representations and warranties.

Securitization counsel was also engaged to assist in the review of the GACC Mortgage Loans.  Such assistance included, among other things, (i) a review of sections of the loan documents that deviate materially from GACC’s standard form document, (ii) a review of the loan summaries referred to above relating to the GACC Mortgage Loans prepared by origination counsel, and (iii) a review of a due diligence questionnaire completed by the origination counsel.  Securitization counsel also reviewed the property release provisions (other than the partial defeasance provisions), if any, for each GACC Mortgage Loan with multiple Mortgaged Properties or, to the extent identified by origination counsel, for each GACC Mortgage Loan with permitted outparcel releases or similar releases for compliance with the REMIC provisions.

GACC prepared, and reviewed with originating counsel and/or securitization counsel, the loan summaries for those of the GACC Mortgage Loans included in the 10 largest Mortgage Loans in the mortgage pool, and the abbreviated loan summaries for those of the GACC Mortgage Loans included in the next 10 largest Mortgage Loans in the mortgage pool, which loan summaries and abbreviated loan summaries are incorporated in “Annex B—Description of the Top 20 Mortgage Loans” to this prospectus supplement.

Other Review Procedures.  With respect to any pending litigation that existed at the origination of any GACC Mortgage Loan, GACC requested updates from the related borrower, origination counsel and/or borrower’s litigation counsel.  In connection with the origination of each GACC Mortgage Loan, GACC, together with origination counsel, conducted a search with respect to each borrower under the related GACC Mortgage Loan to determine whether it filed for bankruptcy.  If GACC became aware of a significant natural disaster in the vicinity of any Mortgaged Property securing a GACC Mortgage Loan, GACC obtained information on the status of the Mortgaged Property from the related borrower to confirm no material damage to the Mortgaged Property.

With respect to the GACC Mortgage Loans originated by GACC, the GACC Deal Team also consulted with the applicable GACC Mortgage Loan origination team  to confirm that the GACC Mortgage Loans were originated in compliance with the origination and underwriting criteria described below under “—GACC’s Underwriting Standards,” as well as to identify any material deviations from those origination and underwriting criteria.  See “—GACC’s Underwriting Standards—Exceptions” below.

Findings and Conclusions.  Based on the foregoing review procedures, GACC determined that the disclosure regarding the GACC Mortgage Loans in this prospectus supplement is accurate in all material respects.  GACC also determined that the GACC Mortgage Loans were originated in accordance with

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GACC’s origination procedures and underwriting criteria, except as described below under “—GACC’s Underwriting Standards—Exceptions.”  GACC attributes to itself all findings and conclusions resulting from the foregoing review procedures.

GACC’s Underwriting Standards

General.  GACC originates loans located in the United States that are secured by retail, multifamily, office, hospitality, industrial/warehouse and self-storage properties.  All of the mortgage loans originated by GACC generally are originated in accordance with the underwriting criteria described below.  However, each lending situation is unique, and the facts and circumstance surrounding the mortgage loan, such as the quality and location of the real estate, the sponsorship of the borrower and the tenancy of the property, will impact the extent to which the general guidelines below are applied to a specific loan.  This underwriting criteria is general, and there is no assurance that every mortgage loan will conform in all respects with the guidelines.

Loan Analysis.  In connection with the origination of mortgage loans, GACC conducts an extensive review of the related mortgaged property, including an analysis of the appraisal, environmental report, property operating statements, financial data, rent rolls, sales where applicable and related information or statements of occupancy rates provided by the borrower and, with respect to the mortgage loans secured by retail and office properties, certain major tenant leases and the tenant’s credit.  Generally, borrowers are required to be single purpose entities which do not have a credit history; therefore, the financial strength and character of certain of the borrower’s key principals are examined prior to approval of the mortgage loan through a review of available financial statements and public records searches.  A member of the GACC underwriting or due diligence team, or a consultant or other designee, visits the mortgaged property for a site inspection to confirm the occupancy rates of the mortgaged property, and analyzes the mortgaged property’s sub-market and the utility of the mortgaged property within the sub-market.  Unless otherwise specified in this prospectus supplement, all financial, occupancy and other information contained in this prospectus supplement is based on such information and there can be no assurance that such financial, occupancy and other information remains accurate.

Loan Approval.  Prior to loan origination and closing, all mortgage loans must be approved by credit risk management officers (the number of which varies by loan size) in accordance with its credit policies.  The credit risk management officers may approve a mortgage loan as recommended, request additional due diligence, modify the loan terms or decline a loan transaction.

Debt Service Coverage Ratio and LTV Ratio. GACC’s underwriting standards as applied to first mortgage liens generally require, as stabilized operating performance the following minimum debt service coverage ratios and maximum LTV ratios for each of the indicated property types:

Property Type	DSCR Guideline	LTV Ratio Guideline
Office	1.30x	75%
Retail	1.30x	75%
Multifamily	1.20x	75%
Manufactured Housing	1.25x	70%
Industrial/Warehouse	1.25x	70%
Self-Storage	1.25x	70%
Hospitality	1.50x	65%

The debt service coverage ratio guidelines listed above are calculated based on underwritten net cash flow at origination.  Therefore, the debt service coverage ratio for each Mortgage Loan as reported in this prospectus supplement may differ from the amount calculated at the time of origination and may be based on, for example, a net funded amount where a holdback reserve is held by the lender pending some future event.  In addition, with respect to certain mortgage loans originated by GACC there may exist subordinate debt secured by the related mortgaged property and/or mezzanine debt secured by direct or indirect ownership interests in the borrower.  Such mortgage loans may have a lower debt service coverage ratio, and a higher LTV ratio, if such subordinate or mezzanine debt is taken into account.  In addition, GACC’s underwriting guidelines generally permit a maximum amortization period of 30 years.  However, the mortgage loans originated by GACC may provide for interest-only payments until

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maturity, or for a specified period.  With respect to interest-only loans, such loans are generally underwritten to a minimum debt service coverage ratio of 1.20x and a maximum LTV ratio of 80% on all property types.  Moreover, in certain circumstances the actual debt service coverage ratios and LTV ratios for the mortgage loans originated or purchased by GACC and its affiliates may vary from the guidelines above, based on asset quality, sponsor equity, loan structure and other factors.  See “Description of the Mortgage Pool” in this prospectus supplement and Annex A-1 to this prospectus supplement.

Escrow Requirements.  GACC generally requires a borrower to fund various escrows for taxes and insurance, replacement reserves, re-tenanting expenses and capital expenses, in some cases only during periods when certain debt service coverage ratio tests are not satisfied.  In certain cases where the loan sponsor is an investment grade entity, GACC may waive all escrow requirements.  In some cases, a borrower will be permitted to post a letter of credit or guaranty in lieu of funding a given reserve or escrow.  Generally, the required escrows for mortgage loans originated by GACC are as follows:

Taxes and Insurance—Typically, an initial deposit and monthly escrow deposits equal to 1/12 of the annual property taxes (based on the most recent property assessment and the current millage rate) and annual insurance premiums are required in order to provide lender with sufficient funds to satisfy all taxes and insurance bills prior to their respective due dates.

Replacement Reserves—Monthly deposits generally based on the greater of the amount recommended pursuant to a building condition report prepared for GACC or the following minimum amounts:

Office	$0.25 per square foot
Retail	$0.20 per square foot of in-line space
Multifamily	$250 per unit
Manufactured housing	$50 per pad
Industrial/Warehouse	$0.10 per square foot
Self-storage	$0.15 per square foot
Hospitality	4% of gross revenue

Re-tenanting—Certain major tenants and a significant number of smaller tenants may have lease expirations within the loan term.  To mitigate this risk, reserves may be established to be funded either at closing and/or during the loan term to cover certain anticipated leasing commissions and/or tenant improvement costs which may be associated with re-leasing the space occupied by these tenants.

Deferred Maintenance/Environmental Remediation—Generally, an initial deposit is required upon funding of the mortgage loan, in an amount equal to at least the estimated costs of the recommended substantial repairs or replacements pursuant to the building condition report completed by a licensed third party engineer and the estimated costs of environmental remediation expenses as recommended by an independent environmental assessment.  In some cases, borrowers are permitted to substitute environmental insurance policies, guarantees or other credit support in lieu of reserves for environmental remediation.

Third Party Reports.  In connection with underwriting commercial mortgage loans, GACC generally will perform the procedures and obtain the third party reports or other documents described in this prospectus supplement under “Description of the Mortgage Pool—Certain Underwriting Matters.”

Exceptions.  Other than as set forth below, the GACC Mortgage Loans were originated in accordance with the underwriting standards set forth above.

With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A-1 to this prospectus supplement as Ocean City Quality Inn Portfolio, representing approximately 2.4% of the Initial Outstanding Pool Balance, the Cut-off Date LTV ratio is 68.8% in comparison to an LTV of 65.0% provided for in GACC’s underwriting guidelines for hospitality properties.  GACC’s decision to include the Mortgage Loan in the transaction was based on the financial and management strength of the related borrower.

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With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A-1 to this prospectus supplement as Heald Colleges Portfolio, representing 1.4% of the Initial Outstanding Pool Balance, the U/W NCF DSCR is 1.23x, in comparison to a DSCR of 1.30x provided for in GACC’s underwriting guidelines for office properties. Additionally, GACC waived reserves for taxes, insurance, replacement reserves and TI/LC. Compensating factors for the waiver of reserves include springing requirements that arise (i) if the related borrower does not provide evidence that all property taxes and insurance premiums have been paid in full and on time, (ii) if any work required by the property condition report is not completed by the date prescribed and (iii) if the related Mortgaged Properties do not maintain a fixed charge coverage ratio (as defined the related Mortgage Loan Documents) of greater or equal to 2.5x.  Based on this compensating factor and the financial and management strength of the related borrower, GACC approved the inclusion of the Mortgage Loan in this transaction.

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Compliance with Rule 15Ga-1 under the Exchange Act

GACC most recently filed a Form ABS-15G on May 14, 2012. GACC’s “Central Index Key” number is 0001541294.  The following table provides information regarding the demand, repurchase and replacement history with respect to the mortgage loans securitized by GACC during the period from and including January 1, 2011 to and including December 31, 2011:

% of principal balance	Check if Regis-tered	Name of Originator	Total Assets in ABS by Originator(1)			Assets That Were Subject of Demand			Assets That Were Repurchased or Replaced			Assets Pending Repurchase or Replacement (due to expired cure period)			Demand in Dispute			Demand Withdrawn			Demand Rejected			Notes
			#	$	% of principal balance	#	$	% of principal balance	#	$	% of principal balance	#	$	% of principal balance	#	$	% of principal balance	#	$		#	$	% of principal balance
Asset Class:  Commercial Mortgage Pass-Through Certificates
GE Commercial Mortgage Corporation, Series 2007-C1 Trust (CIK # 0001395290)	X	German American Capital Corporation	34	1,551,253,831	39.24	1	26,180,737	0.78	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	1	26,180,737	0.78	(2)
Total by Issuing Entity			34	1,551,253,831	39.24	1	26,180,737	0.78	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	1	26,180,737	0.78
Total by Asset Class			34	1,551,253,831	39.24	1	26,180,737	0.78	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	1	26,180,737	0.78	(3)

(1) The dollar amounts and percentages presented in this column are each as of the applicable securitization date.

(2) The repurchase demand refers to the 1604 Broadway loan, which represented 0.68% of the outstanding principal balance of the asset pool as of the applicable securitization date.  The repurchase demand was rejected.  In the columns entitled “Assets That Were Subject of Demand” and “Demand Rejected,” the dollar amount and percentage presented are as of December 31, 2011.

(3) In the columns entitled “Assets That Were Subject of Demand” and “Demand Rejected,” the percentages presented are in relation to the total outstanding principal balance of the related asset pool as of December 31, 2011.

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THE DEPOSITOR

The Depositor is Deutsche Mortgage & Asset Receiving Corporation (the “Depositor”).  The Depositor is a special purpose corporation incorporated in the State of Delaware on March 22, 1996, for the purpose of engaging in the business, among other things, of acquiring and depositing mortgage loans in trust in exchange for certificates evidencing interest in such trusts and selling or otherwise distributing such certificates.  The principal executive offices of the Depositor are located at 60 Wall Street, New York, New York 10005.  The telephone number is (212) 250-2500.  The Depositor’s capitalization is nominal.  All of the shares of capital stock of the Depositor are held by DB U.S. Financial Markets Holding Corporation.

During the eight years ending March 31, 2012, the Depositor has acted as depositor with respect to public and private conduit or combined conduit/large loan commercial mortgage securitization transactions in an aggregate amount of approximately $62.4 billion.

The Depositor does not have, nor is it expected in the future to have, any significant assets and is not engaged in activities unrelated to the securitization of mortgage loans.  The Depositor will not have any business operations other than securitizing mortgage loans and related activities.

The Depositor has minimal ongoing duties with respect to the Certificates and the Mortgage Loans.  The Depositor’s duties pursuant to the Pooling and Servicing Agreement include, without limitation, the duty (i) to appoint a successor Trustee in the event of the resignation or removal of the Trustee, (ii) to provide information in its possession to the Certificate Administrator to the extent necessary to perform REMIC tax administration and to prepare disclosure required under the Securities Exchange Act of 1934 (the “Exchange Act”), (iii) to indemnify the Trustee, the Certificate Administrator and the Operating Advisor against certain expenses and liabilities resulting from the Depositor’s willful misconduct, bad faith, fraud or negligence, and (iv) to sign any distribution report on Form 10-D and current report on Form 8-K and annual report on Form 10-K, including the required certification therein under the Sarbanes-Oxley Act, required to be filed by the Trust and review filings pursuant to the Exchange Act, prepared by the Certificate Administrator on behalf of the Trust.  The Depositor is required under that certain Underwriting Agreement between the Depositor, Deutsche Bank Securities Inc., Cantor Fitzgerald & Co. and CastleOak Securities, L.P. (collectively, the “Underwriters”), and German American Capital Corporation, to indemnify the Underwriters for certain securities law liabilities.

See “Certain Relationships and Related Transactions” in this prospectus supplement for a discussion with respect to the Depositor and certain affiliations, relationships and related transactions with other transaction parties.

THE ISSUING ENTITY

The issuing entity for the certificates will be COMM 2012-CCRE1 Mortgage Trust (the “Issuing Entity”).  The Issuing Entity is a New York common law trust that will be formed on May 30, 2012 (the “Closing Date”) pursuant to the Pooling and Servicing Agreement.  The only activities that the Issuing Entity may perform are those set forth in the Pooling and Servicing Agreement, which are generally limited to owning and administering the Mortgage Loans and any REO property, disposing of defaulted Mortgage Loans and REO property, issuing the certificates, making distributions, providing reports to certificateholders and the other activities described in this prospectus supplement.  Accordingly, the Issuing Entity may not issue securities other than the certificates, or invest in securities, other than investing funds in the collection account and other accounts maintained under the Pooling and Servicing Agreement in certain short-term high-quality investments.  The Issuing Entity may not lend or borrow money, except that the Master Servicer and/or the Trustee, if applicable, may make advances to the Issuing Entity only to the extent that such party deems such advances to be recoverable from the related Mortgage Loan.  These advances are intended to provide liquidity, rather than credit support.  The Pooling and Servicing Agreement may be amended as set forth in this prospectus supplement under “The Pooling and Servicing Agreement—Amendment.”  The Issuing Entity administers the Mortgage Loans

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through the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer.  A discussion of the duties of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer, including any discretionary activities performed by each of them, is set forth in this prospectus supplement under “The Certificate Administrator and Custodian,” “The Operating Advisor,” “The Servicers—The Master Servicer,” “The Servicers—The Special Servicer” and “The Trustee” and “The Pooling and Servicing Agreement.”

The only assets of the Issuing Entity other than the Mortgage Loans and any REO Properties are the Collection Account and other accounts maintained pursuant to the Pooling and Servicing Agreement and the short-term investments in which funds in the Collection Account and other accounts are invested.  The Issuing Entity has no present liabilities, but has potential liability relating to the two REMIC elections, its ownership of the Mortgage Loans and any REO Properties, and the indemnity obligations to the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer.  The fiscal year of the Issuing Entity is the calendar year.  The Issuing Entity has no executive officers or a Board of Directors.  It acts through the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer.

The Depositor is contributing the Mortgage Loans to the Issuing Entity.  The Depositor is purchasing the Mortgage Loans from the Mortgage Loan Sellers, as described in this prospectus supplement under “Description of the Mortgage Pool—Sale of the Mortgage Loans.”

Since the Issuing Entity is a common law trust, it may not be eligible for relief under the Bankruptcy Code, unless it can be characterized as a “business trust” for purposes of the Bankruptcy Code.  Bankruptcy courts look at various considerations in making this determination, so it is not possible to predict with any certainty whether or not the Issuing Entity would be characterized as a “business trust.”  The Depositor has been formed to be a special purpose bankruptcy remote entity.  In connection with the sale of the Mortgage Loans from a Mortgage Loan Seller to the Depositor and from the Depositor to the Issuing Entity, legal opinions are required to be rendered to the effect that:

(i) (A) If such Mortgage Loan Seller were to become a debtor in a case under the Bankruptcy Code, a federal bankruptcy court, which acted reasonably and correctly applied the law to the facts as set forth in such legal opinion after full consideration of all relevant factors, would hold that (i) the Mortgage Loans and payments thereunder and proceeds thereof are not property of the estate of such Mortgage Loan Seller under Bankruptcy Code section 541 and (ii) the automatic stay arising pursuant to Bankruptcy Code section 362 upon the commencement of a bankruptcy case involving such Mortgage Loan Seller is not applicable to payments on the Certificates or (B) if the Federal Deposit Insurance Corporation (the “FDIC”) were to be appointed receiver or conservator for such Mortgage Loan Seller pursuant to the Federal Deposit Insurance Act, as amended, a court after full consideration of all relevant factors would hold that the Mortgage Loans and payments thereunder and proceeds thereof are not subject to repudiation, reclamation, recovery, or recharacterization by the FDIC.

(ii) If the Depositor were to become a debtor in a case under the Bankruptcy Code, a federal bankruptcy court, which acted reasonably and correctly applied the law to the facts as set forth in such legal opinion after full consideration of all relevant factors, would hold (i) the Mortgage Loans, and payments thereunder and proceeds thereof are not property of the estate of the Depositor under Bankruptcy Code section 541 and (ii) the automatic stay arising pursuant to Bankruptcy Code section 362 upon the commencement of a bankruptcy case of the Depositor is not applicable to payments on the Certificates.

Such legal opinions are based on numerous assumptions, and there can be no assurance that all of such assumed facts are true, or will continue to be true.  Moreover, there can be no assurance that a court would rule as anticipated in the foregoing legal opinions.  Accordingly, although the Depositor has been structured as a bankruptcy remote entity, and the transfer of the Mortgage Loans from each Mortgage Loan Seller to the Depositor and from the Depositor to the Issuing Entity has been structured as a sale, there can be no assurance that the Depositor will not be subject to a bankruptcy proceeding or that the sale of the Mortgage Loans will not be recharacterized as a pledge, with the result that the

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Depositor or Issuing Entity is deemed to be a creditor of the related Mortgage Loan Seller rather than an owner of the Mortgage Loans.  See “Risk Factors—Risks Related to the Mortgage Loans—The Sellers of the Mortgage Loans Are Subject to Bankruptcy or Insolvency Laws That May Affect the Issuing Entity’s Ownership of Mortgage Loans.”

THE SERVICERS

Generally

The Pooling and Servicing Agreement provides for the appointment of both a Master Servicer and a Special Servicer.  Each of the Master Servicer and the Special Servicer will be required to service and administer the Mortgage Loans and Loan Combinations for which it is responsible as described under “The Pooling and Servicing Agreement—Servicing of the Mortgage Loans; Collection of Payments.”  The Pooling and Servicing Agreement requires the Master Servicer or the Special Servicer, as applicable, to make reasonable efforts to collect all payments called for under the terms of the Mortgage Loans and Loan Combinations to the extent such procedures are consistent with the Servicing Standard.

The Master Servicer and the Special Servicer are permitted, at their own expense, to employ subservicers, agents or attorneys in performing any of their respective obligations under the Pooling and Servicing Agreement.  However, despite any such delegation, the Master Servicer and the Special Servicer will remain liable for their respective obligations.  Furthermore, each of the Master Servicer and the Special Servicer will be responsible for the acts and omissions of their subservicers, agents or attorneys.  Notwithstanding the foregoing, the Special Servicer is generally prohibited from delegating all of its obligations under the Pooling and Servicing Agreement to third parties.

The Master Servicer

Wells Fargo Bank, National Association (“Wells Fargo”) will act as the master servicer under the Pooling and Servicing Agreement (in such capacity, the “Master Servicer”).  Wells Fargo is a national banking association organized under the laws of the United States of America, and is a wholly-owned direct and indirect subsidiary of Wells Fargo & Company.  Wells Fargo will also act as the certificate administrator, paying agent and custodian under the Pooling and Servicing Agreement.  On December 31, 2008, Wells Fargo & Company acquired Wachovia Corporation, the owner of Wachovia Bank, National Association (“Wachovia”), and Wachovia Corporation merged with and into Wells Fargo & Company.  On March 20, 2010, Wachovia merged with and into Wells Fargo.  Like Wells Fargo, Wachovia acted as master servicer of securitized commercial and multifamily mortgage loans and, following the merger of the holding companies, Wells Fargo and Wachovia began to integrate their two servicing platforms under a senior management team that is a combination of both legacy Wells Fargo managers and legacy Wachovia managers.  That integration is continuing.

The principal west coast commercial mortgage master servicing offices of Wells Fargo are located at MAC A0227-020, 1901 Harrison Street, Oakland, California 94612.  The principal east coast commercial mortgage master servicing offices of Wells Fargo are located at MAC D1086-120, 550 South Tryon Street, Charlotte, North Carolina 28202.

Wells Fargo has been master servicing securitized commercial and multifamily mortgage loans in excess of ten years.  Wells Fargo’s primary servicing system runs on McCracken Financial Solutions Corp.’s Strategy CS software.  Wells Fargo reports to trustees and certificate administrators in the CREFC format.  The following table sets forth information about Wells Fargo’s portfolio of master or primary serviced commercial and multifamily mortgage loans (including loans in securitization transactions and loans owned by other investors) as of the dates indicated:

Commercial and Multifamily Mortgage Loans	As of 12/31/2009		As of  12/31/2010		As of  12/31/2011		As of  3/31/2012
By Approximate Number:		41,703		39,125		38,132		37,406
By Approximate Aggregate Unpaid Principal Balance (in billions):	$	473.4	$	451.1	$	437.7	$	431.9

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Within this portfolio, as of March 31, 2012, are approximately 26,109 commercial and multifamily mortgage loans with an unpaid principal balance of approximately $352.0 billion related to commercial mortgage-backed securities or commercial real estate collateralized debt obligation securities.  In addition to servicing loans related to commercial mortgage-backed securities and commercial real estate collateralized debt obligation securities, Wells Fargo also services whole loans for itself and a variety of investors.  The properties securing loans in Wells Fargo’s servicing portfolio, as of March 31, 2012, were located in all 50 states, the District of Columbia, Guam, Mexico, the Bahamas, the Virgin Islands and Puerto Rico and include retail, office, multifamily, industrial, hotel and other types of income-producing properties.

In its master servicing and primary servicing activities, Wells Fargo utilizes a mortgage-servicing technology platform with multiple capabilities and reporting functions.  This platform allows Wells Fargo to process mortgage servicing activities including, but not limited to: (i) performing account maintenance; (ii) tracking borrower communications; (iii) tracking real estate tax escrows and payments, insurance escrows and payments, replacement reserve escrows and operating statement data and rent rolls; (iv) entering and updating transaction data; and (v) generating various reports.

The following table sets forth information regarding principal and interest advances and servicing advances made by Wells Fargo, as master servicer, on commercial and multifamily mortgage loans included in commercial mortgage-backed securitizations.  The information set forth below is the average amount of such advances outstanding over the periods indicated (expressed as a dollar amount and as a percentage of Wells Fargo’s portfolio, as of the end of each such period, of master serviced commercial and multifamily mortgage loans included in commercial mortgage-backed securitizations).

Period	Approximate Securitized Master-Serviced  Portfolio (UPB)*		Approximate Outstanding Advances (P&I and PPA)*		Approximate Outstanding Advances as % of UPB
Calendar Year 2009	$	370,868,977,095	$	492,576,563	0.13	%
Calendar Year 2010	$	350,208,413,696	$	1,560,768,558	0.45	%
Calendar Year 2011	$	340,805,885,266	$	1,880,456,070	0.55	%
YTD March 31, 2012	$	334,798,447,856	$	1,943,657,539	0.58	%

* “UPB” means unpaid principal balance, “P&I” means principal and interest advances, “PPA” means property protection advances and “YTD” means year-to-date.

Wells Fargo is rated by Fitch, S&P and Morningstar Credit Ratings, LLC (“Morningstar”) as a primary servicer and a master servicer of commercial mortgage loans.  Wells Fargo’s servicer ratings by each of these agencies are outlined below:

	Fitch	S&P	Morningstar
Primary Servicer	CPS2+	Above Average	MOR CS2
Master Servicer	CMS2	Above Average	MOR CS2

The long-term deposits of Wells Fargo are rated “AA-” by S&P, “Aa3” by Moody’s and “AA-” by Fitch.  The short-term deposits of Wells Fargo are rated “A-1+” by S&P, “P-1” by Moody’s and “F1+” by Fitch.

Wells Fargo has developed policies, procedures and controls relating to its servicing functions to maintain compliance with applicable servicing agreements and servicing standards, including procedures for handling delinquent loans during the period prior to the occurrence of a special servicing transfer event.  Wells Fargo’s master servicing policies and procedures are updated periodically to keep pace with the changes in the commercial mortgage-backed securities industry and have been generally consistent for the last three years in all material respects.  The only significant changes in Wells Fargo’s policies and procedures have come in response to changes in federal or state law or investor requirements, such as updates issued by the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation.

Wells Fargo may perform any of its obligations under the Pooling and Servicing Agreement through one or more third-party vendors, affiliates or subsidiaries.  Notwithstanding the foregoing, the Master Servicer will remain responsible for its duties thereunder. Wells Fargo may engage third-party vendors to provide technology or process efficiencies.  Wells Fargo monitors its third-party vendors in compliance

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with its internal procedures and applicable law.  Wells Fargo has entered into contracts with third-party vendors for the following functions:

● provision of Strategy and Strategy CS software;

● tracking and reporting of flood zone changes;

● abstracting of leasing consent requirements contained in loan documents;

● legal representation;

● assembly of data regarding buyer and seller (borrower) with respect to proposed loan assumptions and preparation of loan assumption package for review by Wells Fargo;

● entry of new loan data;

● performance of property inspections;

● performance of tax parcel searches based on property legal description, monitoring and reporting of delinquent taxes, and collection and payment of taxes; and

● Uniform Commercial Code searches and filings.

Wells Fargo may also enter into agreements with certain firms to act as a primary servicer and to provide cashiering or non-cashiering sub-servicing on the Mortgage Loans.  Wells Fargo monitors and reviews the performance of sub-servicers appointed by it.  Generally, all amounts received by Wells Fargo on the Mortgage Loans will initially be deposited into a common clearing account with collections on other mortgage loans serviced by Wells Fargo and will then be allocated and transferred to the appropriate account as described in this prospectus supplement.  On the day any amount is to be disbursed by Wells Fargo, that amount is transferred to a common disbursement account prior to disbursement.

Wells Fargo (in its capacity as the Master Servicer) will not have primary responsibility for custody services of original documents evidencing the Mortgage Loans.  On occasion, Wells Fargo may have custody of certain of such documents as are necessary for enforcement actions involving the Mortgage Loans or otherwise.  To the extent Wells Fargo performs custodial functions as a servicer, documents will be maintained in a manner consistent with the Servicing Standard.

A Wells Fargo proprietary website (www.wellsfargo.com/com/comintro) provides investors with access to investor reports for commercial mortgage-backed securitization transactions for which Wells Fargo is master servicer, and also provides borrowers with access to current and historical loan and property information for these transactions.

Wells Fargo & Company files reports with the SEC as required under the Exchange Act.  Such reports include information regarding Wells Fargo and may be obtained at the website maintained by the SEC at www.sec.gov.

There are no legal proceedings pending against Wells Fargo, or to which any property of Wells Fargo is subject, that are material to the Certificateholders, nor does Wells Fargo have actual knowledge of any proceedings of this type contemplated by governmental authorities.

Pursuant to certain interim servicing agreements to which Wells Fargo is a party with CCRE Lending and/or certain affiliates of CCRE Lending, a Sponsor and a Mortgage Loan Seller, and an affiliate of Cantor Fitzgerald & Co. and CastleOak Securities, L.P., two of the Underwriters, Wells Fargo acts as interim servicer with respect to mortgage loans owned by CCRE Lending or such affiliates from time to time, including, prior to their inclusion in the Issuing Entity, some of the CCRE Mortgage Loans transferred by CCRE Lending. There are currently no outstanding servicing advances made by Wells

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Fargo in regards to any CCRE Mortgage Loan being transferred by CCRE Lending that is serviced by Wells Fargo prior to its inclusion in the Issuing Entity.

Pursuant to an interim servicing agreement to which Wells Fargo is a party with GACC and one or more affiliates of GACC, a Sponsor and a Mortgage Loan Seller, and an affiliate of Deutsche Mortgage & Asset Receiving Corporation, the Depositor, and of Deutsche Bank Securities Inc., one of the Underwriters, Wells Fargo acts as interim servicer with respect to mortgage loans owned by GACC or such affiliates from time to time, including, prior to their inclusion in the Issuing Entity, some of the GACC Mortgage Loans transferred by GACC. There are currently no outstanding servicing advances made by Wells Fargo in regards to any GACC Mortgage Loan being transferred by GACC that is serviced by Wells Fargo prior to its inclusion in the Issuing Entity.

The assessment of compliance with applicable servicing criteria for the twelve months ended December 31, 2011, furnished pursuant to Item 1122 of Regulation AB by the Commercial Mortgage Servicing division of Wells Fargo (the “2011 Wells CMS Assessment”), discloses the following material instances of noncompliance with respect to the servicing criteria described in Item 1122(d)(4)(i) of Regulation AB:

“With respect to certain commercial mortgage loans, [Wells Fargo] failed to timely file continuation statements for certain Uniform Commercial Code (“UCC”) financing statements as required by the transaction agreements, thereby causing such UCC financing statements to lapse.  As a result of the non-compliance described above, certain non-possessory security interests in certain types of personal property collateral for these loans became unperfected and, as a result, subject to a possible loss of priority.”

The 2011 Wells CMS Assessment also states that Wells Fargo promptly filed new UCC financing statements for these loans and made improvements to its systems and procedures for the filing of UCC continuation statements.

The Special Servicer

Midland Loan Services, a Division of PNC Bank, National Association, a national banking association (“Midland”), will be appointed as the special servicer (the “Special Servicer”), and in such capacity, will be responsible for the servicing and administration of the Specially Serviced Loans and REO Properties (other than with respect to any Non-Serviced Mortgage Loans), and in certain circumstances, will review, evaluate and provide or withhold consent as to certain major decisions and other transactions relating to non-Specially Serviced Loans, pursuant to the Pooling and Servicing Agreement.  Midland’s principal servicing office is located at 10851 Mastin Street, Building 82, Suite 300, Overland Park, Kansas 66210.

Midland is a real estate financial services company that provides loan servicing, asset management and technology solutions for large pools of commercial and multifamily real estate assets.  Midland is approved as a master servicer, special servicer and primary servicer for investment-grade commercial and multifamily mortgage-backed securities by S&P, Moody’s, Fitch and Morningstar.  Midland has received the highest rankings as a master, primary and special servicer of real estate assets under U.S. CMBS transactions from both S&P, Fitch and Morningstar.  For each category, S&P ranks Midland as “Strong”, Fitch ranks Midland as “1”, and Morningstar ranks Midland as “CS1”.  Midland is also a HUD/FHA-approved mortgagee and a Fannie Mae-approved multifamily loan servicer.

Midland has detailed operating procedures across the various servicing functions to maintain compliance with its servicing obligations and the servicing standards under Midland’s servicing agreements, including procedures for managing delinquent and special serviced loans.  The policies and procedures are reviewed annually and centrally managed.  Furthermore Midland’s disaster recovery plan is reviewed annually.

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

No securitization transaction involving commercial or multifamily mortgage loans in which Midland was acting as master servicer, primary servicer or special servicer has experienced a servicer termination event as a result of any action or inaction of Midland as master servicer, primary servicer or special servicer, as applicable, including as a result of Midland’s failure to comply with the applicable servicing criteria in connection with any securitization transaction.  Midland has made all advances required to be made by it under the servicing agreements on the commercial and multifamily mortgage loans serviced by Midland in securitization transactions.

From time to time Midland is a party to lawsuits and other legal proceedings as part of its duties as a loan servicer (e.g., enforcement of loan obligations) and/or arising in the ordinary course of business.  Midland does not believe that any such lawsuits or legal proceedings would, individually or in the aggregate, have a material adverse effect on its business or its ability to service loans pursuant to the Pooling and Servicing Agreement.

Midland currently maintains an Internet-based investor reporting system, CMBS Investor Insight®, that contains performance information at the portfolio, loan and property levels on the various commercial mortgage-backed securities transactions that it services.  Certificateholders, prospective transferees of the Certificates and other appropriate parties may obtain access to CMBS Investor Insight through Midland’s website at www.pnc.com/midland.  Midland may require registration and execution of an access agreement in connection with providing access to CMBS Investor Insight.

As of March 31, 2012, Midland was servicing approximately 33,640 commercial and multifamily mortgage loans with a principal balance of approximately $268 billion.  The collateral for such loans is located in all 50 states, the District of Columbia, Puerto Rico, Guam and Canada.  Approximately 12,144 of such loans, with a total principal balance of approximately $127 billion, pertain to commercial and multifamily mortgage-backed securities.  The related loan pools include multifamily, office, retail, hospitality and other income-producing properties.  As of March 31, 2012, Midland was named the special servicer in approximately 139 commercial mortgage-backed securities transactions with an aggregate outstanding principal balance of approximately $73 billion.  With respect to such transactions as of such date, Midland was administering approximately 299 assets with an outstanding principal balance of approximately $3.7 billion.

 Midland has been servicing mortgage loans in CMBS transactions since 1992.  The table below contains information on the size of the portfolio of commercial and multifamily mortgage loans in CMBS and other servicing transactions for which Midland has acted as master and/or primary servicer from 2009 to 2011.

	Calendar Year-End (Approximate amounts in billions)
Portfolio Size – Master/Primary	2009	2010	2011
CMBS	$145	$136	$130
Other	$130	$133	$137
Total	$275	$269	$267

Midland has acted as a special servicer for commercial and multifamily mortgage loans in commercial mortgage-backed securities transactions since 1992.  The table below contains information on the size and growth of the portfolio of specially serviced commercial and multifamily mortgage loans and REO properties that have been referred to Midland as special servicer in commercial mortgage-backed securities transaction from 2009 to 2011.

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	Calendar Year-End (Approximate amounts in billions)
Portfolio Size – CMBS Special Servicing	2009	2010	2011
Total	$101	$63	$75

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

The foregoing information has been provided by Midland.

The Special Servicer will be required to pay all expenses incurred in connection with its responsibilities under the Pooling and Servicing Agreement (subject to reimbursement as described in this prospectus supplement).

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

Replacement of the Special Servicer

The Special Servicer may be removed with respect to any Mortgage Loan serviced by it, and a successor Special Servicer appointed, at any time, as follows:

(a)           if a Control Termination Event has not occurred (or has occurred, but is no longer continuing), the Special Servicer may be removed at the direction of the applicable Directing Holder;

(b)           if a Control Termination Event has occurred and is continuing the Special Servicer may be removed, in accordance with the procedures set forth below, at the written direction of (i) holders of Sequential Pay Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates) of all Sequential Pay Certificates on an aggregate basis or (ii) holders of Sequential Pay Certificates evidencing more than 50% of the aggregate Voting Rights of each Class of Non-Reduced Certificates; and

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

The procedures for removing the Special Servicer if a Control Termination Event has occurred and is continuing will be as follows: upon (i) written direction of holders of Sequential Pay Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates) of the Sequential Pay Certificates requesting a vote to replace the Special Servicer with a new Special Servicer, (ii) payment by such holders, as applicable, to the Certificate Administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering such vote, and (iii) delivery by such holders, as applicable, to the Certificate Administrator of No Downgrade Confirmations (which No Downgrade Confirmations will

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be obtained at the expense of those holders of Certificates requesting such vote).  The Certificate Administrator will be required to promptly provide written notice to all Certificateholders of such request by posting such notice on its internet website, and by mail, and conduct the solicitation of votes of all certificates in such regard.  Upon the written direction of (i) holders of Sequential Pay Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates) of all Sequential Pay Certificates on an aggregate basis or (ii) holders of Sequential Pay Certificates evidencing more than 50% of the aggregate Voting Rights of each Class of Non-Reduced Certificates on an aggregate basis, in each case, within 180 days of the notice from the Certificate Administrator of the request for such vote, the Trustee will be required to terminate all of the rights and obligations of the Special Servicer under the Pooling and Servicing Agreement and appoint the successor Special Servicer designated by such Certificateholders, subject to indemnification, right to outstanding fees, reimbursement of advances and other rights set forth in the Pooling and Servicing Agreement which survive termination.  The Certificate Administrator will include on each Distribution Date Statement a statement that each Certificateholder may access such notices on the Certificate Administrator’s website and each Certificateholder may register to receive email notifications when such notices are posted on the website.  The Certificate Administrator will be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting notices of such requests.

In addition, with respect to each Mortgage Loan, after the occurrence of a Consultation Termination Event, if the Operating Advisor determines that the Special Servicer is not performing its duties in accordance with the Servicing Standard, the Operating Advisor will have the right to recommend the replacement of the Special Servicer.  In such event, the Operating Advisor will be required to deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written recommendation (provided that the Operating Advisor will not be permitted to recommend the replacement of the Special Servicer with respect to any Loan Combination) detailing the reasons supporting its position (along with relevant information justifying its recommendation) and recommending a suggested replacement Special Servicer.  The Certificate Administrator will be required to notify each Certificateholder of the recommendation and post it on the Certificate Administrator’s internet website.  The Operating Advisor’s recommendation to replace the Special Servicer must be confirmed by an affirmative vote of holders of Sequential Pay Certificates evidencing at least a majority of the aggregate Voting Rights (taking into account the application of any Realized Losses and Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all Sequential Pay Certificates on an aggregate basis within 180 days from the date the Certificate Administrator posts such recommendation on its internet website.  If the Certificate Administrator receives a No Downgrade Confirmation from each of the Rating Agencies (and the successor Special Servicer agrees to be bound by the terms of the Pooling and Servicing Agreement), the Trustee will then be required to terminate all of the rights and obligations of the Special Servicer under the Pooling and Servicing Agreement and to appoint the successor Special Servicer approved by the Certificateholders, provided such successor Special Servicer is subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees and other compensation, reimbursement of advances and other rights set forth in the Pooling and Servicing Agreement which survive termination.  The reasonable costs and expenses associated with obtaining No Downgrade Confirmations and administering the vote of the applicable Sequential Pay Certificates will be an additional expense of the issuing entity.  The Operating Advisor may not receive any fees, compensation or other remuneration from a Special Servicer or successor Special Servicer in connection with: (i) its obligations under the Pooling and Servicing Agreement or (ii) appointment or recommendation for replacement of any successor Special Servicer to become the Special Servicer.

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

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

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

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

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

THE TRUSTEE

U.S. Bank National Association (“U.S. Bank”), a national banking association, will act as trustee (in such capacity, the “Trustee”) under the Pooling and Servicing Agreement.  U.S. Bancorp, with total assets exceeding $330 billion as of December 31, 2011, is the parent company of U.S. Bank, the fifth largest commercial bank in the United States.  As of December 31, 2011, U.S. Bancorp served approximately 17 million customers and operated over 3,000 branch offices in 25 states.  A network of specialized U.S. Bancorp offices across the nation provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses, governments and institutions.

U.S. Bank has one of the largest corporate trust businesses in the country with office locations in 48 domestic and three international cities.  The Pooling and Servicing Agreement will be administered from U.S. Bank’s corporate trust office located at 190 South LaSalle, 7th Floor, Chicago, IL 60603.

U.S. Bank has provided corporate trust services since 1924.  As of December 31, 2011, U.S. Bank was acting as trustee with respect to over 88,000 issuances of securities with an aggregate outstanding principal balance of over $3.5 trillion.  This portfolio includes corporate and municipal bonds, mortgage-backed and asset-backed securities and collateralized debt obligations.

As of December 31, 2011, U.S. Bank (and its affiliate U.S. Bank Trust National Association) was acting as trustee on 524 issuances of commercial mortgage-backed securities with an outstanding aggregate principal balance of approximately $466,373,600,000.

In the past three years, U.S. Bank has not materially defaulted in any of its trustee obligations under any pooling and servicing agreement that are substantially similar to the Trustee’s obligations under the Pooling and Servicing Agreement.  In the past three years, U.S. Bank has not caused an early amortization or other performance triggering event because of servicing by the Trustee with respect to commercial mortgage-backed securities.

In its capacity as trustee on commercial mortgage securitizations, the Trustee is generally required to make an advance if the Master Servicer or Special Servicer fails to make a required advance.  In the past three years, U.S. Bank, in its capacity as trustee, has not been required to make an advance on a domestic commercial mortgage-backed securities transaction.

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

The Trustee is required to at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, (ii) authorized under such laws to exercise corporate trust powers and to accept the trust conferred under the Pooling and Servicing Agreement, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority and shall not be an affiliate of the Master Servicer or the Special Servicer and (iii) an institution whose long-term senior unsecured debt is rated at least “A+” by Fitch and “A1” by Moody’s and whose short-term unsecured debt is rated at least “F-1” by Fitch and at least “P-1” by Moody’s or has been assigned such other ratings as are acceptable to the Rating Agencies or has a fiscal agent that would be an eligible Trustee under the Pooling and Servicing Agreement.

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

The Pooling and Servicing Agreement provides that no provision of such agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however, that if no Servicer Termination Event has occurred and is continuing, the Trustee will be required to perform, and will be liable for, only those duties specifically required under the Pooling and Servicing Agreement.  Upon receipt of any of the various certificates, reports or other instruments required to be furnished to it pursuant to the Pooling and Servicing Agreement, the Trustee will be required to examine those documents and to determine whether they conform to the requirements of that agreement.  Within 30 days after the occurrence of any Servicer Termination Event of which the Trustee has actual knowledge, the Trustee is required to promptly transmit by mail to the Depositor, the Certificate Administrator (who then is required to notify all Certificateholders), the 17g-5 Information Provider (who will promptly post such notice to the 17g-5 Information Provider’s website) and, promptly, but not earlier than the second business day following the delivery of such notice to the 17g-5 Information Provider, the Rating Agencies, notice of such occurrence, unless such Servicer Termination Event shall have been cured.

Certain Matters Regarding the Trustee

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

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indemnity reasonably satisfactory to it from such requesting holders against such expense or liability as a condition to taking any such action.

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

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

Resignation and Removal of the Trustee

The Trustee will be permitted at any time to resign from its obligations and duties under the Pooling and Servicing Agreement by giving written notice to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Mortgage Loan Sellers, the 17g-5 Information Provider (who will promptly post such notice to the 17g-5 Information Provider’s website) and, promptly, but not earlier than the second business day following the delivery of such notice to the 17g-5 Information Provider, the Rating Agencies.  Upon receiving such notice of resignation, the Depositor will be required to promptly appoint a successor Trustee acceptable to the Master Servicer.  If no successor Trustee shall have accepted an appointment within a specified period after the giving of notice of resignation, the resigning Trustee may petition any court of competent jurisdiction to appoint a successor Trustee.

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

At any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuing Entity or property securing the same is located, the Trustee will have the power to appoint one or more persons or entities approved by the Trustee to act (at the expense of the Issuing Entity) as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Issuing Entity, and to vest in such co-trustee or separate trustee such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable.  Except as required by applicable law, the appointment of a co-trustee or separate trustee will not relieve the Trustee of its responsibilities, obligations and liabilities under the Pooling and Servicing Agreement to the extent set forth in the Pooling and Servicing Agreement.

Any resignation or removal of a trustee and appointment of a successor trustee will not become effective until acceptance of appointment by the successor trustee.  Notwithstanding the foregoing, upon any termination of the Trustee under the Pooling and Servicing Agreement, the Trustee will continue to be entitled to receive from the Issuing Entity all accrued and unpaid compensation and expenses and indemnity amounts through the date of termination, plus the reimbursement of all advances made by the Trustee and interest thereon as provided in the Pooling and Servicing Agreement.  In addition, if the

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Trustee is terminated without cause, the terminating party is required to pay all of the expenses of the Trustee, necessary to effect the transfer of its responsibilities to the successor trustee.  The Trustee will be required to bear all reasonable out of pocket costs and expenses of each party to the Pooling and Servicing Agreement and each Rating Agency in connection with the resignation of such Trustee.  Any successor trustee must have a combined capital and surplus of at least $50,000,000 and have a debt rating that satisfies certain criteria set forth in the Pooling and Servicing Agreement.

In addition, certain provisions regarding the obligations and duties of the Trustee, including those related to resignation and termination, may be subject to amendment in connection with a TIA Applicability Determination. See “The Pooling and Servicing Agreement—Amendment” in this prospectus supplement.

THE CERTIFICATE ADMINISTRATOR AND CUSTODIAN

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

Wells Fargo Bank is a national banking association and a wholly-owned subsidiary of Wells Fargo & Company.  A diversified financial services company, Wells Fargo & Company is a U.S. bank holding company with approximately $1.3 trillion in assets and 270,000 employees as of September 30, 2011, which provides banking, insurance, trust, mortgage and consumer finance services throughout the United States and internationally.  Wells Fargo Bank provides retail and commercial banking services and corporate trust, custody, securities lending, securities transfer, cash management, investment management and other financial and fiduciary services.  The Depositor, the Sponsors, the Master Servicer, the Special Servicer, the Operating Advisor, the Mortgage Loan Sellers and any Companion Loan holder may maintain banking and other commercial relationships with Wells Fargo Bank and its affiliates.  Wells Fargo Bank maintains principal corporate trust offices at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951 (among other locations) and its office for certificate transfer services is located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479.

Under the terms of the Pooling and Servicing Agreement, Wells Fargo Bank is responsible for securities administration, which includes pool performance calculations, distribution calculations and the preparation of monthly distribution reports, and for the preparation and filing of all REMIC tax returns on behalf of the Trust REMICs and the preparation of monthly reports on Form 10-D, certain current reports on Form 8-K and annual reports on Form 10-K that are required to be filed with the Securities and Exchange Commission on behalf of the Issuing Entity.  Wells Fargo Bank has been engaged in the business of securities administration since June 30, 1995, and in connection with commercial mortgage-backed securities since 1997.  As of December 31, 2011, Wells Fargo Bank was acting as securities administrator with respect to more than $340 billion of outstanding commercial mortgage-backed securities.

Wells Fargo Bank is acting as custodian of the mortgage loan files pursuant to the Pooling and Servicing Agreement, except that with respect to the Crossgates Mall Loan Combination, Wells Fargo is initially acting as the custodian of the related Mortgage Loan Documents until the Crossgates Mall Note A-1A Securitization Date, at which time such Mortgage Loan Documents (other than the related Note) will be transferred to the custodian related to such other securitization.  In such capacity, Wells Fargo Bank is responsible for holding and safeguarding the mortgage notes and other contents of the mortgage files on behalf of the Certificateholders.  Wells Fargo Bank maintains each mortgage loan file in a separate file folder marked with a unique bar code to assure loan-level file integrity and to assist in inventory management.  Files are segregated by transaction or investor.  Wells Fargo Bank has been engaged in the mortgage document custody business for more than 25 years.  Wells Fargo Bank maintains its commercial document custody facilities in Minneapolis, Minnesota.  As of December 31, 2011, Wells Fargo Bank was acting as custodian of more than 60,000 commercial mortgage loan files.

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The assessment of compliance with applicable servicing criteria for the twelve months ended December 31, 2011, furnished pursuant to Item 1122 of Regulation AB by the Corporate Trust Services division of Wells Fargo Bank (the “2011 Wells Trust Services Assessment”), discloses that material instances of noncompliance occurred with respect to the servicing criteria described in Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii) of Regulation AB.  Specifically, (a) certain amounts allocated and remitted to investors were not calculated in accordance with the terms specified in the transaction agreements, and (b) certain reports to investors did not provide information calculated in accordance with the terms specified in the transaction agreements with respect to waterfall calculations and/or reporting disclosures.

As of December 31, 2011, the platform to which the 2011 Wells Trust Services Assessment relates consisted, in part, of (i) approximately 2,052 RMBS transactions with over 24,000 payment/reporting cycles, and (ii) approximately 279 CMBS transactions with over 3,000 payment/reporting cycles.  The errors that contributed to the material instances of noncompliance described on the 2011 Wells Trust Services Assessment occurred on certain RMBS and CMBS transactions in the platform and consisted of (x) payment errors and corresponding investor reporting errors that impacted approximately 2.2% of the RMBS payment/reporting cycles and approximately 0.2% of the CMBS payment/reporting cycles, and (y) investor reporting errors without corresponding payment errors that impacted approximately 0.6% of the RMBS payment/reporting cycles and approximately 0.4% of the CMBS payment/reporting cycles.  The 2011 Wells Trust Services Assessment discusses certain payment and reporting errors that occurred on RMBS transactions containing multi-group features, which are a subset of the errors impacting RMBS payment/reporting cycles described above.

The 2011 Wells Trust Services Assessment also states that necessary adjustments have been made to the waterfall models and investor reports to correct the errors that contributed to the material instance of noncompliance and such adjustments are expected to prevent similar future errors.

The foregoing information concerning the Certificate Administrator and Custodian has been provided by Wells Fargo Bank.

The Certificate Administrator is required to at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, (ii) authorized under such laws to exercise corporate trust powers and to accept the trust conferred under the Pooling and Servicing Agreement, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority and shall not be an affiliate of the Master Servicer or the Special Servicer and (iii) an institution whose long-term senior unsecured debt is rated at least “A+” by Fitch and “A1” by Moody’s and whose short-term unsecured debt has been assigned such ratings as are acceptable to Fitch and is rated at least “P-1” by Moody’s or has been assigned such other ratings as are acceptable to the Rating Agencies or has a fiscal agent that would be an eligible Certificate Administrator under the Pooling and Servicing Agreement.

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

The Pooling and Servicing Agreement provides that the Certificate Administrator shall not be liable for an error of judgment made in good faith by a responsible officer of the Certificate Administrator, unless it shall be proved that the Certificate Administrator was negligent in ascertaining the pertinent facts.  In

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

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

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

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

The Certificate Administrator will be permitted at any time to resign from its obligations and duties under the Pooling and Servicing Agreement by giving written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Mortgage Loan Sellers, the 17g-5 Information Provider (who will promptly post such notice to the 17g-5 Information Provider’s website) and, promptly, but not earlier than the second business day following the delivery of such notice to the 17g-5 Information Provider, the Rating Agencies.  Upon receiving this notice of resignation, the Trustee will be required to promptly appoint a successor Certificate Administrator (which may be the Trustee).  If no successor Certificate Administrator shall have accepted an appointment within a specified period after the giving of notice of resignation, the resigning Certificate Administrator may petition any court of competent jurisdiction to appoint a successor Certificate Administrator.  The Certificate Administrator will be required to bear all reasonable out of pocket costs and expenses of each party to the Pooling and Servicing Agreement and each Rating Agency in connection with the resignation of such Certificate Administrator.

In addition, certain provisions regarding the obligations and duties of the Certificate Administrator, including those related to resignation and termination, may be subject to amendment in connection with a TIA Applicability Determination. See “The Pooling and Servicing Agreement—Amendment” in this prospectus supplement.

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

Trustee and Certificate Administrator Fee

As compensation for the performance of its routine duties, the Trustee and Certificate Administrator will be paid a fee (collectively, the “Trustee/Certificate Administrator Fee”).  The Trustee/Certificate Administrator Fee will be payable monthly from amounts received in respect of interest on each Mortgage

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Loan (prior to application of such interest payments to make payments on the certificates) and will accrue at a rate (the “Trustee/Certificate Administrator Fee Rate”), equal to 0.0049% per annum, and will be computed on the same accrual basis as interest accrues on the related Mortgage Loan and based on the Stated Principal Balance of the related Mortgage Loan as of the Due Date in the immediately preceding Collection Period.  In addition, the Trustee and Certificate Administrator will each be entitled to recover from the Issuing Entity all reasonable unanticipated expenses and disbursements incurred or made by such party in accordance with any of the provisions of the Pooling and Servicing Agreement, but not including routine expenses incurred in the ordinary course of performing its duties as Trustee or Certificate Administrator, as applicable, under the Pooling and Servicing Agreement, and not including any expense, disbursement or advance as may arise from its willful misconduct, negligence, fraud or bad faith.

PAYING AGENT, CERTIFICATE REGISTRAR, CUSTODIAN AND AUTHENTICATING AGENT

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

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

The Custodian is responsible for holding and safeguarding the mortgage notes, the participation certificates and other contents of the Mortgage Loan files on behalf of the Trustee and the Certificateholders (other than with respect to the Crossgates Mall Mortgage Loan (on and after the Crossgates Mall Note A-1A Securitization Date) and the RiverTown Crossings Mall Mortgage Loan, for which custodial arrangements will be governed by the related pooling and servicing agreement).  The Custodian will hold such Mortgage Loan files exclusively for the use and benefit of the Issuing Entity.  The Custodian will not have any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid.  The disposition of the Mortgage Loan files will be governed by the Pooling and Servicing Agreement.

THE OPERATING ADVISOR

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

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

Pentalpha Surveillance and its affiliates have been engaged by individual securitization trusts, financial institutions, institutional investors as well as agencies of the US Government.  Recent assignments include that of operating advisor or trust advisor for over $15 billion of CMBS securitizations.

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

From time to time Pentalpha Surveillance may be a party to lawsuits and other legal proceedings arising in the ordinary course of business.  However, there are currently no legal proceedings pending, and no legal proceedings known to be contemplated by governmental authorities, against Pentalpha Surveillance or of which any of its property is the subject, that would have a material adverse effect on Pentalpha Surveillance’s business or its ability to serve as Operating Advisor pursuant to the Pooling and Servicing Agreement or that is material to the holders of the Certificates.

In the normal course of conducting its business, Pentalpha Surveillance and its affiliates have rendered services to, performed surveillance of, and negotiated with, numerous parties engaged in activities related to structured finance.  These parties may have included any Sponsor and its respective affiliates, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Controlling Class Representative, and these relationships could continue in the future.  Each of these relationships may involve a conflict of interest with respect to Pentalpha Surveillance’s duties as Operating Advisor.  We cannot assure you that the existence of these relationships and other relationships in the future will not impact the manner in which the Operating Advisor performs its duties under the Pooling and Servicing Agreement.

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

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

CCRE Lending, a Sponsor and Mortgage Loan Seller, is an affiliate of Cantor Fitzgerald & Co. and CastleOak Securities, L.P., two of the Underwriters.

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Wells Fargo, the Master Servicer, is also acting as the Certificate Administrator.

Pursuant to certain interim servicing agreements between CCRE Lending and certain of its affiliates, on the one hand, and Midland or Wells Fargo, on the other hand, Midland or Wells Fargo acts as interim servicer with respect to certain of the mortgage loans owned from time to time by CCRE Lending and those affiliates thereof, including, prior to their inclusion in the Issuing Entity, 35 and 6, respectively, of the Mortgage Loans to be contributed by CCRE Lending to this securitization, which Mortgage Loans have an aggregate Cut-off Date Balance of $441,049,156 and $98,400,000, respectively, representing approximately 47.3% and 10.5%, respectively, of the outstanding pool balance as of the cut-off date.

Pursuant to certain interim servicing agreements between GACC and certain of its affiliates, on the one hand, and Midland or Wells Fargo, on the other hand, Midland or Wells Fargo acts as interim servicer with respect to certain of the mortgage loans owned from time to time by GACC and those affiliates thereof, including, prior to their inclusion in the Issuing Entity, 3 and 4, respectively, of the Mortgage Loans to be contributed by GACC to this securitization, which Mortgage Loans have an aggregate Cut-off Date Balance of $105,740,143 and $199,956,137, respectively, representing approximately 11.3% and 21.4%, respectively, of the outstanding pool balance as of the cut-off date.

Deutsche Bank AG, Cayman Islands Branch (an affiliate of the Depositor, German American Capital Corporation, a Sponsor and Mortgage Loan Seller, and Deutsche Bank Securities Inc., one of the Underwriters) and certain other third party lenders provide warehouse financing to the Cantor Financing Affiliates through various repurchase facilities.  Certain of the mortgage loans that CCRE Lending will transfer to the Depositor were subject to a repurchase facility with a third party lender.  If such is the case at the time the Certificates are issued, then CCRE Lending will use the proceeds from its sale of the CCRE Mortgage Loans to the Depositor to, among other things, acquire the warehoused CCRE Mortgage Loans from the Cantor Financing Affiliates, and the Cantor Financing Affiliates will, in turn, use the funds that they receive from CCRE Lending to, among other things, reacquire the warehoused CCRE Mortgage Loans from the repurchase agreement counterparties free and clear of any liens.  Deutsche Bank AG, Cayman Islands Branch is the repurchase agreement counterparty with respect to CCRE Mortgage Loans with an aggregate Cut-off Date Balance that represents less than 10% of the Initial Outstanding Pool Balance.

DESCRIPTION OF THE MORTGAGE POOL

General

The Issuing Entity to be created by the Depositor will consist of a pool (the “Mortgage Pool”) of 54 fixed-rate mortgage loans (each, a “Mortgage Loan,” and collectively, the “Mortgage Loans”) secured by first liens on 76 commercial and multifamily properties (each, a “Mortgaged Property,” and collectively, the “Mortgaged Properties”).  The Mortgage Pool has an aggregate principal balance as of the Cut-off Date of approximately $932,820,147 (the “Initial Outstanding Pool Balance”), subject to a variance of plus or minus 5.0%.  The principal balances of the Mortgage Loans as of the later of the related due date of such Mortgage Loan in May 2012 and the date of origination of such Mortgage Loan (the “Cut-off Date”) (each, a “Cut-off Date Balance”) will range from $1,592,846 to $120,000,000 and the average Cut-off Date Balance will be $17,274,447 subject to a variance of plus or minus 5.0%.  The calculations of the Initial Outstanding Pool Balance and the respective Cut-off Date Balances of the Mortgage Loans are based on the assumption that all scheduled payments of principal due with respect to the Mortgage Loans during May 2012 are timely made.  All numerical information provided in this prospectus supplement with respect to the Mortgage Loans is provided on an approximate basis.  All percentages of the Mortgage Pool referred to in this prospectus supplement without further description are approximate percentages of the Initial Outstanding Pool Balance.  Descriptions of the terms and provisions of the Mortgage Loans are generalized descriptions of the terms and provisions of the Mortgage Loans in the aggregate.  Many of the individual Mortgage Loans have specific terms and provisions that deviate from the general description.

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The Crossgates Mall Loan Combination will initially be serviced by the Master Servicer and the Special Servicer pursuant to the Pooling and Servicing Agreement and the applicable intercreditor agreement.  On and after the Crossgates Mall Note A-1A Securitization Date, the Crossgates Mall Loan Combination will be serviced pursuant to, and by the master servicer and special servicer designated in, the pooling and servicing agreement entered into in connection with such other securitization and the related intercreditor agreement.  The RiverTown Crossings Mall Loan Combination will be serviced pursuant to the pooling and servicing agreement related to the CFCRE Commercial Mortgage Trust 2011-C2 securitization and the related intercreditor agreement.

“B Loan“ means, with respect to any Loan Combination, any related subordinated note not included in the Issuing Entity, which is subordinated in right of payment to the related mortgage loan to the extent set forth in the related intercreditor agreement.  There are no B Loans related to the Issuing Entity.

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

“Loan Combination“ means each of the Crossgates Mall Loan Combination and the RiverTown Crossings Mall Loan Combination, as the context may require and as applicable.

“Non-Serviced Loan Combinations“ means any mortgage loan that is not serviced under the Pooling and Servicing Agreement that is divided into one or more notes, which includes a Mortgage Loan included in the Issuing Entity but serviced under another agreement and one or more mortgage notes not included in the Issuing Entity and serviced under another agreement.  References herein to a Non-Serviced Loan Combination refer to the aggregate indebtedness under the related notes.  Initially, the RiverTown Crossings Mall Loan Combination is the only Non-Serviced Loan Combination related to the Issuing Entity.  On and after the Crossgates Mall Note A-1A Securitization Date, the Crossgates Mall Loan Combination will be a Non-Serviced Loan Combination.

“Non-Serviced Mortgage Loans“ means, with respect to any Non-Serviced Loan Combination, a Mortgage Loan included in the Issuing Entity but serviced under another agreement.  Initially, the RiverTown Crossings Mall Mortgage Loan is the only Non-Serviced Mortgage Loan related to the Issuing Entity.  On and after the Crossgates Mall Note A-1A Securitization Date, the Crossgates Mall Mortgage Loan will be a Non-Serviced Mortgage Loan.

 “Non-Serviced Pari Passu Companion Loans“ means, with respect to any Non-Serviced Loan Combination, any related mortgage note not included in the Issuing Entity that is not serviced under the Pooling and Servicing Agreement and that is generally payable on a pari passu basis with a Non-Serviced Mortgage Loan included in the Issuing Entity to the extent set forth in the related intercreditor agreement.  Initially, the RiverTown Crossings Mall Pari Passu Companion Loan is the only Non-Serviced Pari Passu Companion Loan related to the Issuing Entity.  On and after the Crossgates Mall Note A-1A Securitization Date, the Crossgates Mall Pari Passu Companion Loans will be Non-Serviced Pari Passu Companion Loans.

“Serviced Companion Loan“ means a B Loan serviced pursuant to the Pooling and Servicing Agreement or a Serviced Pari Passu Companion Loan.  Prior to the Crossgates Mall Note A-1A Securitization Date, the Crossgates Mall Pari Passu Companion Loans will be the only Serviced Pari Passu Companion Loans related to the Issuing Entity.  On and after the Crossgates Mall Note A-1A Securitization Date, the Crossgates Mall Pari Passu Companion Loans will be Non-Serviced Pari Passu Companion Loans.

“Serviced Loan Combination“ means any mortgage loan serviced under the Pooling and Servicing Agreement that is divided into one or more notes, which includes a mortgage note that is included in the Issuing Entity and (a) one or more B Loans not included in the Issuing Entity and/or (b) one or more pari passu mortgage notes not included in the Issuing Entity.  References herein to a Serviced Loan Combination refer to the aggregate indebtedness under the related notes.  Prior to the Crossgates Mall

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Note A-1A Securitization Date, the Crossgates Mall Loan Combination will be the only Serviced Loan Combination related to the Issuing Entity.  On and after the Crossgates Mall Note A-1A Securitization Date, the Crossgates Mall Loan Combination will be a Non-Serviced Loan Combination.

“Serviced Pari Passu Companion Loan“ means, with respect to any Serviced Loan Combination, any related mortgage note not included in the Issuing Entity that is serviced under the Pooling and Servicing Agreement and that is generally payable on a pari passu basis with a Mortgage Loan included in the Issuing Entity as set forth in the related intercreditor agreement.  Prior to the Crossgates Mall Note A-1A Securitization Date, the Crossgates Mall Pari Passu Companion Loans will be the only Serviced Pari Passu Companion Loans related to the Issuing Entity.  On and after the Crossgates Mall Note A-1A Securitization Date, the Crossgates Mall Pari Passu Companion Loans will be Non-Serviced Pari Passu Companion Loans.

Each Mortgage Loan is evidenced by one or more promissory notes (each, a “Note”) and secured by one or more mortgages, deeds of trust or other similar security instruments (each, a “Mortgage”).  Each of the Mortgages creates a first lien on the interests of the related borrower or mortgagor in the related Mortgaged Property, as set forth on the following table:

Interest of Borrower Encumbered	Number of Mortgaged Properties	% of Initial Outstanding PoolBalance(1)
Fee Simple Estate(2)	74	97.0	%
Partial Fee Simple/Leasehold Estate	1	2.5	%
Leasehold Estate(3)	1	0.5	%
Total	76	100.0	%

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

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

(3) Includes one Mortgage Loan, representing approximately 0.5% of the Initial Outstanding Pool Balance, that is principally secured by a leasehold interest under a long-term space lease that expires in 2085.

In general, the Mortgage Loans secured by Mortgaged Properties located in Maryland, including the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Bradley Arlington and the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A-1 to this prospectus supplement as Ocean City Quality Inn Portfolio, representing approximately 4.3% and 2.4%, respectively, of the Initial Outstanding Pool Balance, have each been structured as an indemnity deed of trust (an “IDOT”).  The IDOT is structured so that the lender makes the loan to an affiliate of the property owner and the property owner guarantees in full the payment of the loan and secures such guaranty with a deed of trust on the property owner’s property.  Accordingly, the mortgagor/payment guarantor and the borrower are two different, but affiliated, entities.  In the case of a Mortgage Loan structured as an IDOT, references herein to “borrower” will mean the actual borrower or the mortgagor/payment guarantor, as the context may require.

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

Due Date	Default Grace Period Days	Number of Mortgage Loans	% of Initial Outstanding Pool Balance
6th	0	12	41.8	%
9th	2	2	6.0	%
11th	0	40	52.2	%

As used in this prospectus supplement, “grace period” is the number of days before a payment default is an event of default under each Mortgage Loan.  The information in the foregoing table is based on the related Mortgage Loan Documents.  Certain jurisdictions may impose a statutorily longer grace

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period. See Annex A-1 to this prospectus supplement for information on the number of days before a payment default is an event of default under each Mortgage Loan.

Security for the Mortgage Loans

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

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

Significant Obligors

The Mortgaged Property identified on Annex A-1 to this prospectus supplement as Crossgates Mall secures a Mortgage Loan that represents approximately 12.9% of the Initial Outstanding Pool Balance.

No other Mortgage Loan had an outstanding principal balance as of the Cut-off Date which exceeds 5.9% of the Initial Outstanding Pool Balance.

The following table sets forth information regarding the 10 largest Mortgage Loans in the pool, which represent, in the aggregate, approximately 51.1% of the Initial Outstanding Pool Balance.

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Ten Largest Mortgage Loans

Mortgage Loan	Cut-off Date Balance	% of Initial Outstanding Pool Balance	Mortgage Rate	Remaining  Term(1)	U/W NCF  DSCR(2)	Cut-off  Date    LTV(2)	LTV Ratio at    Maturity or ARD(2)	Cut-off Date U/W NOI Debt    Yield(2)
Crossgates Mall	$120,000,000	12.9%	5.3980%	120	1.35x	63.8%	53.2%	9.5%
RiverTown Crossings Mall	$  55,312,057	5.9%	5.1883%	109	1.69x	60.9%	51.5%	11.6%
Creekside Plaza	$  55,000,000	5.9%	4.9400%	120	1.69x	67.6%	62.3%	11.3%
Tek Park Business Center	$  44,956,137	4.8%	6.1100%	59	1.67x	67.4%	63.2%	13.3%
Westgate Shopping Center	$  40,372,750	4.3%	4.9355%	118	2.10x	54.3%	54.3%	11.1%
Bradley Arlington	$  40,000,000	4.3%	5.7250%	119	1.39x	67.6%	59.5%	10.2%
New Hope Commons	$  34,919,760	3.7%	4.9495%	118	1.82x	56.3%	46.3%	12.4%
10912 & 10950 Washington Boulevard	$  29,936,320	3.2%	5.3160%	118	1.62x	59.9%	49.8%	11.6%
Crossroads Towne Center	$  29,500,000	3.2%	5.9245%	120	1.35x	72.0%	60.9%	10.2%
U-Haul Portfolio SAC 23	$  26,563,777	2.8%	6.0490%	119	1.60x	69.6%	59.2%	12.1%
Total/Wtd. Avg.	$476,560,800	51.1%	5.4071%	112	1.59x	63.8%	55.7%	11.0%

(1) In the case of the U-Haul Portfolio SAC 23 Mortgage Loan, the remaining term is through the Anticipated Repayment Date.

(2) In the case of the Crossgates Mall Mortgage Loan and the RiverTown Crossings Mall Mortgage Loan, collectively representing approximately 18.8% of the Initial Outstanding Pool Balance, each with one or more pari passu Companion Loans that are not included in the Issuing Entity, the debt service coverage ratios, loan-to-value ratios and debt yields for each such Mortgage Loan have been calculated based on the Mortgage Loan included in the Issuing Entity and any related pari passu Companion Loans, without regard to any related subordinate Companion Loan.

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

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

Mortgage Loan Seller	Number of Mortgage Loans	Total Cut-off Date Balance	% of Initial Outstanding Pool Balance
Cantor Commercial Real Estate Lending, L.P.	43	$597,954,937	64.1%
German American Capital Corporation	11	334,865,210	35.9%
Total	54	$932,820,147	100.0%

Except as indicated in the following sentence, each Mortgage Loan Seller or one of its affiliates originated each of the Mortgage Loans as to which it is acting as Mortgage Loan Seller.  The RiverTown Crossings Mall Mortgage Loan, representing approximately 5.9% of the Initial Outstanding Pool Balance and as to which Cantor Commercial Real Estate Lending, L.P. is acting as Mortgage Loan Seller, was originated by Column Financial, Inc. and acquired by Cantor Commercial Real Estate Lending, L.P.

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

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

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

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

Certain Underwriting Matters

Environmental Site Assessments.  Environmental site assessments or updates of a previously conducted assessment based on information in an established database or study were conducted on all of the Mortgaged Properties within the 12-month period prior to the Cut-off Date.  In some cases these assessments or updates revealed the existence of material environmental conditions.  The Mortgage Loan Sellers have informed the Depositor that, except where disclosed otherwise in this prospectus supplement, where such conditions were identified:

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

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

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

● environmental insurance with respect to such condition has been obtained;

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

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

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

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

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Property Condition Assessments.  The Mortgage Loan Sellers have informed the Depositor that inspections of all of the Mortgaged Properties (or updates of previously conducted inspections) were conducted by independent licensed engineers or other representatives or designees (which may have been employees) of the related Mortgage Loan Seller within the 12-month period prior to the Cut-off Date.  Such inspections were commissioned to inspect the exterior walls, roofing, interior construction, mechanical and electrical systems (in most cases) and the general condition of the site, buildings and other improvements located at a Mortgaged Property.  With respect to certain of the Mortgage Loans, the resulting reports indicated a variety of deferred maintenance items and recommended capital expenditures.  The estimated cost of the necessary repairs or replacements at a Mortgaged Property was included in the related property condition assessment.  In some (but not all) instances, cash reserves were established with the lender to fund such deferred maintenance and/or replacement items.

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

Appraisals and Market Analysis.  The Mortgage Loan Sellers have informed the Depositor that an appraisal or market analysis for all of the Mortgaged Properties was performed (or an existing appraisal was updated) on behalf of the related Mortgage Loan Seller within the 10-month period prior to the Cut-off Date.  Such appraisal contained a statement or was accompanied by a letter from the related appraiser, to the effect that the appraisal was performed in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date the appraisal was completed.  In general, such appraisals represent the analysis and opinion of the respective appraisers at or before the time made, and are not guarantees of, and may not be indicative of, present or future value.  There can be no assurance that another appraiser would not have arrived at a different valuation, even if such appraiser used the same general approach to and the same method of appraising the Mortgaged Property.  In addition, appraisals seek to establish the amount a typically motivated buyer would pay a typically motivated seller.  Such amount could be significantly higher than the amount obtained from the sale of a Mortgaged Property under a distress or liquidation sale.  See “Risk Factors—Risks Related to the Mortgage Loans—Appraisals and Market Studies Have Certain Limitations” in this prospectus supplement.

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

If any portion of the improvements to a Mortgaged Property securing any Mortgage Loan was, at the time of the origination of such Mortgage Loan, in an area identified in the “Federal Register” by the Federal Emergency Management Agency as having special flood hazards, and flood insurance was available, then (except where self-insurance is permitted, where the borrower is permitted to rely on insurance coverage provided by, or self-insurance by, a tenant or where the borrower’s requirements to maintain insurance are otherwise governed by the terms of a related ground lease or other long-term lease) a flood insurance policy meeting the requirements of the then-current guidelines of the Federal Insurance Administration is in effect with a generally acceptable insurance carrier, in an amount

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representing coverage not less than the least of (1) the outstanding principal balance of such Mortgage Loan or, with respect to any Mortgage Loan related to a Loan Combination, the outstanding principal balance of the Loan Combination, (2) the maximum amount of insurance available for the related Mortgaged Property under the National Flood Insurance Act of 1968, as amended, and (3) 100% of the replacement cost of the improvements.  Notwithstanding the foregoing, in the case of a Mortgaged Property operated as a manufactured housing community, flood insurance may not have been obtained if the only uninsured improvements in the area identified as having special flood hazards are manufactured home pads.

In most cases (except in certain instances that include where self-insurance is permitted or where the borrower’s requirements to maintain insurance are governed by the terms of a related ground lease or other long-term lease), each Mortgage generally requires the related borrower to maintain (i) comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related Mortgaged Property and (ii) business interruption or rent loss insurance in an amount not less than 100% of the projected rental income or gross receipts from the related Mortgaged Property for not less than six months (although some Mortgage Loans permit a shorter period).

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

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

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

In some cases, the related Mortgage Loan Documents permit the related borrower to rely on self-insurance or other agreements provided by a tenant in lieu of an insurance policy or the insurance requirements are solely governed by the terms of a related ground lease or other long-term lease.

In some cases, required insurance is provided under a blanket policy that also insures properties that secure mortgage loans owned by the related sponsor that are not included in this securitization.  For example, with respect to 40 of the Mortgage Loans, which collectively represent approximately 82.4% of the Initial Outstanding Pool Balance, certain insurance for the related Mortgaged Property (or, if applicable, some or all of the related Mortgaged Properties) is under a borrower’s blanket insurance policy.  With respect to certain of these Mortgage Loans, the related borrower may be required to make payments to an insurance reserve if the related Mortgaged Property is no longer covered by the blanket insurance policy.  The blanket insurance risk is magnified when affiliated loans in the same pool are covered by the same blanket policy.  For example, with respect to the Mortgage Loans identified on Annex A-1 to this prospectus supplement as Westgate Shopping Center and Stone Creek Towne Center, which collectively represent approximately 6.5% of the Initial Outstanding Pool Balance, the related Mortgaged Properties are insured pursuant to a blanket policy covering all of these Mortgaged Properties together with other properties owned directly or indirectly by the related loan sponsor that are not included in the Mortgage Pool.

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

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

Loan Combinations

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

Mortgage Loan Name	Mortgage Loan Cut-off Date Balance	Companion Loan Cut-off Date Balance	Loan Combination Cut-off Date Balance	Mortgage Loan U/W NCF DSCR	Loan Combination U/W NCF DSCR	Mortgage Loan Cut- off Date LTV Ratio	Loan Combination Cut-off Date LTV Ratio	Mortgage Loan Cut-off Date U/W NOI Debt Yield	Loan Combination Cut-off Date U/W NOI Debt Yield
Crossgates Mall	$120,000,000	$180,000,000	$300,000,000	1.35x	1.35x	63.8%	63.8%	9.5%	9.5%
RiverTown Crossings Mall	$  55,312,057	$  98,771,530	$154,083,587	1.69x	1.69x	60.9%	60.9%	11.6%	11.6%

The Crossgates Mall Loan Combination

General.  The Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Crossgates Mall, representing approximately 12.9% of the Initial Outstanding Pool Balance, with a Cut-off Date Balance of $120,000,000 (the “Crossgates Mall Mortgage Loan”), is part of a loan combination comprised of three promissory notes, each of which is secured by the same mortgage instrument on the same underlying Mortgaged Property (the “Crossgates Mall Mortgaged Property”).  The Crossgates Mall Mortgage Loan is evidenced by promissory note A-2.  The mortgage loans evidenced by promissory note A-1A, with an original principal balance of $130,000,000, and promissory note A-1B, with an original principal balance of $50,000,000, are collectively referred to in this prospectus supplement as the “Crossgates Mall Pari Passu Companion Loans,” and are pari passu in right of payment with each other and with the Crossgates Mall Mortgage Loan.  The Crossgates Mall Mortgage Loan and the Crossgates Mall Pari Passu Companion Loans are collectively referred to in this prospectus supplement as the “Crossgates Mall Loan Combination.”  The Crossgates Mall Pari Passu Companion Loans will not be included in the Issuing Entity.  Only the Crossgates Mall Mortgage Loan will be included in the Issuing Entity.

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

Servicing.  The Crossgates Mall Loan Combination will be serviced as follows:

(i)         from and after the Closing Date, but prior to the date that promissory note A-1A is included in a securitization trust (the “Crossgates Mall Note A-1A Securitization Date”), the Crossgates Mall Loan Combination will be serviced by the Master Servicer and the Special Servicer pursuant to the terms of the Pooling and Servicing Agreement; and

(ii)         from and after the Crossgates Mall Note A-1A Securitization Date, the Crossgates Mall Loan Combination will be serviced (x) pursuant to the terms of the pooling and servicing agreement entered into in connection with the securitization of promissory note A-1A (the “Crossgates Mall Pooling and Servicing Agreement”) and, subject to the terms of the Crossgates Mall Intercreditor Agreement, all decisions, consents, waivers, approvals and other actions on the part of any

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Crossgates Mall Noteholder will be effected in accordance with the Crossgates Mall Pooling and Servicing Agreement and (y) by the master servicer and the special servicer appointed pursuant to the Crossgates Mall Pooling and Servicing Agreement.

Advancing. Prior to the Crossgates Mall Note A-1A Securitization Date, the Master Servicer or the Trustee, as applicable, will be obligated to make P&I Advances on the Crossgates Mall Mortgage Loan (but not on the Crossgates Mall Pari Passu Companion Loans) and Property Advances with respect to the Crossgates Mall Loan Combination, in each case unless the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an Advance would be a Nonrecoverable Advance.

After the Crossgates Mall Note A-1A Securitization Date:

(i)         the Master Servicer or the Trustee, as applicable, will continue to be responsible for making P&I Advances on the Crossgates Mall Mortgage Loan (but not on the Crossgates Mall Pari Passu Companion Loans) pursuant to the Pooling and Servicing Agreement, unless the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an Advance would be a Nonrecoverable Advance; and

(ii)        the master servicer or the trustee, as applicable, under the Crossgates Mall Pooling and Servicing Agreement will be obligated to make (i) any required principal and interest advances on the Crossgates Mall Pari Passu Companion Loans (to the extent both such Companion Loans are securitized pursuant to the same transaction) as required under the terms of the Crossgates Mall Pooling and Servicing Agreement (but not on the Crossgates Mall Mortgage Loan) and (ii) property advances with respect to the Crossgates Mall Loan Combination, in each case unless a similar determination of nonrecoverability is made under the Crossgates Mall Pooling and Servicing Agreement.

Distributions.  The Crossgates Mall Intercreditor Agreement sets forth the respective rights of each of the Crossgates Mall Noteholders and provides, in general, that:

(i)         the Crossgates Mall Mortgage Loan and the Crossgates Mall Pari Passu Companion Loans are of equal priority with each other and no portion of any of them will have priority or preference over any portion of the other or security therefor; and

(ii)        all payments, proceeds and other recoveries on or in respect of the Crossgates Mall Mortgage Loan or each Crossgates Mall Pari Passu Companion Loan will be applied to the Crossgates Mall Mortgage Loan and each Crossgates Mall Pari Passu Companion Loan on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of the applicable master servicer and special servicer in accordance with the terms of the Pooling and Servicing Agreement and the Crossgates Mall Pooling and Servicing Agreement, as applicable).

Consultation and Control.  The directing holder under the Crossgates Mall Intercreditor Agreement with respect to the Crossgates Mall Loan Combination will initially be the holder of promissory note A-1A, and from and after the Crossgates Mall Note A-1A Securitization Date, will be the controlling class representative or such other party specified in the Crossgates Mall Pooling and Servicing Agreement (such party, the “Crossgates Mall Directing Holder”).  From and after the Crossgates Mall Note A-1A Securitization Date, certain decisions to be made with respect to the Crossgates Mall Loan Combination, including certain major decisions and the implementation of any recommended actions outlined in an asset status report pursuant to the Crossgates Mall Pooling and Servicing Agreement, will require the approval of the Crossgates Mall Directing Holder.

Pursuant to the terms of the Crossgates Mall Intercreditor Agreement, the Controlling Class Representative, as a non-controlling noteholder (the “Crossgates Mall Non-Controlling Note Holder”) will have the right to (i) to receive copies of all notices, information and reports that the special servicer under the Crossgates Mall Pooling and Servicing Agreement is required to provide to the Crossgates Mall Directing Holder under such agreement within the same time frame it is required to provide such notices,

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information and reports to the Crossgates Mall Directing Holder and (ii) to be consulted on a strictly non-binding basis with respect to certain major decisions as set forth in the Crossgates Mall Intercreditor Agreement and the implementation of any recommended actions outlined in an asset status report.  The consultation right of the Crossgates Mall Non-Controlling Note Holder will expire 10 business days after the delivery by such special servicer of notice and information relating to the matter subject to consultation, whether or not the Crossgates Mall Non-Controlling Note Holder has responded within such period; provided, that if a new course of action is proposed that is materially different from the actions previously proposed, the 10 business-day consultation period will begin anew.  Notwithstanding the Crossgates Mall Non-Controlling Note Holder’s consultation rights described above, the special servicer under the Crossgates Mall Pooling and Servicing Agreement is permitted to make any major decision or take any action set forth in an asset status report before the expiration of the aforementioned 10 business-day period if it determines that immediate action with respect to such decision is necessary to protect the interests of the holders of the Crossgates Mall Mortgage Loan and the Crossgates Mall Pari Passu Companion Loans.

In addition to the consultation rights of the Crossgates Mall Non-Controlling Note Holder described above, the Crossgates Mall Non-Controlling Note Holder will have the right to annual meetings with the master servicer or special servicer, as applicable, under the Crossgates Mall Pooling and Servicing Agreement upon reasonable notice and at times reasonably acceptable to such master servicer or special servicer, as applicable, in which servicing issues related to the Crossgates Mall Loan Combination are discussed.

Sale of Defaulted Mortgage Loan.  Pursuant to the terms of the Crossgates Mall Intercreditor Agreement, if the Crossgates Mall Loan Combination becomes a “defaulted mortgage loan” pursuant to the terms of the Crossgates Mall Pooling and Servicing Agreement, the special servicer under the Crossgates Mall Pooling and Servicing Agreement will be entitled to sell the Crossgates Mall Mortgage Loan together with the Crossgates Mall Pari Passu Companion Loans as a single whole loan.  The Crossgates Mall Non-Controlling Note Holder will have consultation rights in connection with such sale, as described above.

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

The RiverTown Crossings Mall Loan Combination

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as RiverTown Crossings Mall, representing approximately 5.9% of the Initial Outstanding Pool Balance (the “RiverTown Crossings Mall Mortgage Loan”), the related Mortgaged Property also secures one other mortgage loan that is pari passu in right of payment with the RiverTown Crossings Mall Mortgage Loan (the “RiverTown Crossings Mall Pari Passu Companion Loan” and, together with the RiverTown Crossings Mall Mortgage Loan, the “RiverTown Crossings Mall Loan Combination”).  The RiverTown Crossings Mall Pari Passu Companion Loan has a Cut-off Date Balance of $98,771,530 and is an asset of the issuing entity under the CFCRE Commercial Mortgage Trust 2011-C2 commercial mortgage securitization.  Only the RiverTown Crossings Mall Mortgage Loan is included in the Issuing Entity.

General.  The RiverTown Crossings Mall Loan Combination will be serviced pursuant to the terms of the pooling and servicing agreement relating to the CFCRE Commercial Mortgage Trust 2011-C2 commercial mortgage securitization (the “RiverTown Crossings Mall Pooling and Servicing Agreement”) (and, subject to the terms of the related intercreditor agreement, all decisions, consents, waivers, approvals and other actions on the part of any holder of the RiverTown Crossings Mall Loan Combination will be effected in accordance with the RiverTown Crossings Mall Pooling and Servicing Agreement). The

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Master Servicer or the Trustee, as applicable, will be obligated to make any required P&I Advances on the RiverTown Crossings Mall Mortgage Loan (but not on the RiverTown Crossings Mall Pari Passu Companion Loan) unless the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an Advance would not be recoverable from collections on the RiverTown Crossings Mall Mortgage Loan.  The master servicer or the trustee, as applicable, under the RiverTown Crossings Mall Pooling and Servicing Agreement will be obligated to make (i) any required principal and interest advances on the RiverTown Crossings Mall Pari Passu Companion Loan (but not on the RiverTown Crossings Mall Mortgage Loan) and (ii) property advances with respect to the RiverTown Crossings Mall Loan Combination, in each case unless a similar determination of nonrecoverability is made under that agreement.

Distributions.  The holders of the RiverTown Crossings Mall Mortgage Loan and the RiverTown Crossings Mall Pari Passu Companion Loan have entered into an intercreditor agreement (the “RiverTown Crossings Mall Intercreditor Agreement”) that sets forth the respective rights of each of the holders of the RiverTown Crossings Mall Loan Combination and provides, in general, that:

● the RiverTown Crossings Mall Mortgage Loan and the RiverTown Crossings Mall Pari Passu Companion Loan are of equal priority with each other and no portion of either of them will have priority or preference over any portion of the other or security therefor; and

● all payments, proceeds and other recoveries on or in respect of the RiverTown Crossings Mall Mortgage Loan and the RiverTown Crossings Mall Pari Passu Companion Loan will be applied to the RiverTown Crossings Mall Mortgage Loan and the RiverTown Crossings Mall Pari Passu Companion Loan on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of the applicable master servicer, special servicer, operating advisor, certificate administrator and trustee) in accordance with the terms of the Pooling and Servicing Agreement and the RiverTown Crossings Mall Pooling and Servicing Agreement, as applicable.

Consultation and Control.  The initial directing holder of the RiverTown Crossings Mall Loan Combination under the RiverTown Crossings Mall Intercreditor Agreement will be the controlling class representative under the CFCRE Commercial Mortgage Trust 2011-C2 commercial mortgage securitization.   As such, pursuant to the terms of the RiverTown Crossings Mall Intercreditor Agreement, certain decisions to be made with respect to the RiverTown Crossings Mall Loan Combination, including certain major decisions and the implementation of any recommended actions outlined in an asset status report will require the approval of such controlling class representative as and to the extent provided in the RiverTown Crossings Mall Pooling and Servicing Agreement.  Pursuant to the terms of the RiverTown Crossings Mall Pooling and Servicing Agreement, such controlling class representative will have certain consent and/or consultation rights with respect to the RiverTown Crossings Mall Loan Combination for so long as it has consent and/or consultation rights pursuant to the related RiverTown Crossings Mall Pooling and Servicing Agreement.

Pursuant to the terms of the RiverTown Crossings Mall Intercreditor Agreement, the Controlling Class Representative, as the non-controlling note holder (the “RiverTown Crossings Mall Non-Controlling Note Holder”) will have the right to the extent provided for in the RiverTown Crossings Mall Intercreditor Agreement (i) to receive copies of all notices, information and reports that the special servicer under the RiverTown Crossings Mall Pooling and Servicing Agreement is required to provide to the controlling class representative under such agreement within the same time frame it is required to provide such notices, information and reports to such controlling class representative and (ii) to be consulted on a strictly non-binding basis with respect to certain major decisions as set forth in the RiverTown Crossings Mall Intercreditor Agreement and the implementation of any recommended actions outlined in an asset status report.  The consultation right of the RiverTown Crossings Mall Non-Controlling Note Holder will expire after 10 business days following the delivery by such special servicer of notice and information relating to the matter subject to consultation whether or not the RiverTown Crossings Mall Non-Controlling Note Holder has responded within such period; provided, that if a new course of action is proposed that is materially different from the actions previously proposed, the 10 business-day consultation period will be

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deemed to begin anew.  Notwithstanding the RiverTown Crossings Mall Non-Controlling Note Holder’s consultation rights described above, the special servicer under the RiverTown Crossings Mall Pooling and Servicing Agreement is permitted to make any major decision or any action set forth in an asset status report before the expiration of the aforementioned 10 business-day period if with respect to the RiverTown Crossing Mall Loan Combination it determines that immediate action with respect to such decision is necessary to protect the interests of the certificateholders under the RiverTown Crossings Mall Pooling and Servicing Agreement and the holder of the RiverTown Crossings Mall Mortgage Loan.

In addition to the consultation rights of the RiverTown Crossings Mall Non-Controlling Note Holder described above, pursuant to the terms of the RiverTown Crossings Mall Intercreditor Agreement, the RiverTown Crossings Mall Non-Controlling Note Holder will have the right to annual meetings with the master servicer or special servicer, as applicable, under the RiverTown Crossings Mall Pooling and Servicing Agreement upon reasonable notice and at times reasonably acceptable to such master servicer or special servicer, as applicable, in which servicing issues related to the RiverTown Crossings Mall Loan Combination are discussed.

Sale of Defaulted Mortgage Loan.  Pursuant to the terms of the RiverTown Crossings Mall Intercreditor Agreement, any sale of the RiverTown Crossings Mall Pari Passu Companion Loan pursuant to the terms of the RiverTown Crossings Mall Pooling and Servicing Agreement (including pursuant to a par purchase option) will require the sale of the RiverTown Crossings Mall Pari Passu Companion Loan together with the RiverTown Crossings Mall Mortgage Loan as one whole loan.  To the extent set forth in the RiverTown Crossings Mall Intercreditor Agreement, the RiverTown Crossings Mall Non-Controlling Note Holder will have consultation rights in connection with the sale of such Loan Combination as one whole loan after such Loan Combination has become a defaulted mortgage loan.

Termination of Special Servicer.  The controlling class representative or the certificateholders with the requisite percentage of voting rights, as applicable, under the RiverTown Crossings Mall Pooling and Servicing Agreement will have the right, with or without cause, to replace the special servicer then acting with respect to the RiverTown Crossings Mall Loan Combination and appoint a replacement special servicer in lieu thereof without the consent of the RiverTown Crossings Mall Non-Controlling Note Holder; provided, that, subject to certain limited exceptions set forth in the RiverTown Crossings Mall Intercreditor Agreement, the identity of the replacement special servicer is reasonably acceptable to the RiverTown Crossings Mall Non-Controlling Note Holder.  If the RiverTown Crossings Mall Non-Controlling Note Holder fails to respond within 5 business days of delivery of written notice to the RiverTown Crossings Mall Non-Controlling Note Holder, such replacement special servicer shall be deemed to have been approved by the RiverTown Crossings Mall Non-Controlling Note Holder.

Additional Mortgage Loan Information

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

Net income for a Mortgaged Property as determined in accordance with generally accepted accounting principles (“GAAP”) is not the same as the stated Underwritten Net Cash Flow for such Mortgaged Property as set forth in this prospectus supplement and in the Annexes to this prospectus

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

ARD Loans.  With respect to each of the Mortgage Loans secured by the portfolios of Mortgaged Properties identified on Annex A-1 to this prospectus supplement as U-Haul Portfolio SAC 23 and U-Haul Portfolio SAC 22 (each, an “ARD Loan”), representing in the aggregate approximately 5.4% of the Initial Outstanding Pool Balance, each such ARD Loan provides that if, after a certain date (with respect to an ARD Loan, the “Anticipated Repayment Date”), the related borrower has not prepaid such ARD Loan in full, any principal outstanding on that date will accrue interest at an increased interest rate (with respect to an ARD Loan, the “Revised Rate”) rather than the stated Mortgage Rate (with respect to an ARD Loan, the “Initial Rate”).  For each ARD Loan, the Anticipated Repayment Date is 120 months after the first payment date, and the applicable Revised Rate is a per annum rate equal to the lesser of (i) the sum of 300 basis points and the greater of (x) the Initial Rate and (y) 390 basis points plus the 10-year swap yield as of the Anticipated Repayment Date, and (ii) the sum of 500 basis points and the Initial Rate.  After its Anticipated Repayment Date, each ARD Loan further requires that all cash flow available from the related Mortgaged Property, after payment of the constant periodic payment required under the terms of the related Mortgage Loan Documents and all escrows and property expenses required under the related Mortgage Loan Documents, be used to accelerate amortization of principal on such ARD Loan.  While interest at the Initial Rate will continue to accrue and be payable on a current basis on such ARD Loan after its Anticipated Repayment Date, the payment of Excess Interest, to the extent actually collected, will be deferred and will be required to be paid, with interest (to the extent permitted under applicable law), only after the outstanding principal balance of such ARD Loan has been paid in full, at which time any Excess Interest actually collected will be paid to the holders of the Class V Certificates.  The foregoing features, to the extent applicable, are designed to increase the likelihood that the ARD Loans will be prepaid by the related borrower on or about the applicable Anticipated Repayment Date.  There can be no assurance that the borrower will pay the related ARD Loan in full on or near its Anticipated Repayment Date.

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

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

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

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

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

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(d)           “Annual Debt Service” generally means, for any Mortgage Loan, 12 times the monthly payment in effect as of the Cut-off Date for such Mortgage Loan or (i) in the case of a Mortgage Loan that provides for interest-only payments through maturity (or, in the case of an ARD Loan, its Anticipated Repayment Date), the aggregate interest payments scheduled to be due on the Due Date following the Cut-off Date and the 11 Due Dates thereafter for such Mortgage Loan; and (ii) in the case of a Mortgage Loan that provides for an initial interest-only period and provides for scheduled amortization payments thereafter, 12 times the monthly payment of principal and interest payable during the amortization period.  Annual debt service, monthly debt service and the debt service coverage ratios are calculated using the average of the principal and interest payments for the first twelve payment periods of the Mortgage Loan (but without regard to any leap-year adjustments).  In the case of the RiverTown Crossings Mall Mortgage Loan, Annual Debt Service is equal to the sum of the first 12 Monthly Payments after the Cut-off Date (see Annex H to this prospectus supplement for the RiverTown Crossings Mall Mortgage Loan schedule of monthly principal payments).

(e)           “Appraised Value” means, for any Mortgaged Property, the appraised value of such Mortgaged Property as determined by the most recent third party appraisal of the Mortgaged Property available to the applicable Mortgage Loan Seller.  In certain cases, the appraisals state an “as stabilized” value as well as an “as-is” value for the related Mortgaged Property that assume that certain events will occur with respect to the re-tenanting, construction renovation or repairs at such Mortgaged Property.  The Appraised Value set forth on Annex A-1 is the “as is” value unless otherwise specified.  In most such cases, the applicable Mortgage Loan Seller has taken reserves sufficient to complete such re-tenanting, construction, renovation or repairs.  No representation is made that sufficient amounts have been reserved or that the appraised value would approximate either the value that would be determined in a current appraisal of the related Mortgaged Property or the amount that would be realized upon a sale.

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

(g)           “Cut-off Date Loan-to-Value Ratio,” “Loan-to-Value Ratio,” “Cut-off Date LTV,” “Cut-off Date LTV Ratio,” “LTV Ratio” or “Current LTV” means, with respect to any Mortgage Loan, (a) the Cut-off Date Balance of such Mortgage Loan divided (b) by the Appraised Value of the related Mortgaged Property or Mortgaged Properties.  In the case of a Mortgage Loan that is part of a loan combination, unless otherwise indicated, loan-to-value ratios were calculated with respect to the Mortgage Loan including any related pari passu Companion Loan.

(h)           “Cut-off Date U/W NCF Debt Yield” or “Underwritten NCF Debt Yield“ means, with respect to any Mortgaged Property, the Underwritten Net Cash Flow for such Mortgaged Property divided by the Cut-off Date Balance for the related Mortgage Loan.  In the case of a Mortgage Loan that is part of a loan combination, unless otherwise indicated, debt yield was calculated with respect to the Mortgage Loan including any related pari passu Companion Loan.

(i)           “Cut-off Date U/W NOI Debt Yield,” “Underwritten NOI Debt Yield” or “U/W NOI Debt Yield” means, with respect to any Mortgaged Property, the Underwritten Net Operating Income for such Mortgaged Property divided by the Cut-off Date Balance for the related Mortgage Loan.  In the case of a Mortgage Loan that is part of a loan combination, unless otherwise indicated, debt yield was calculated with respect to the Mortgage Loan including any related pari passu Companion Loan.

(j)           “GLA” means gross leasable area.

(k)           “Interest Rate” means, with respect to any Mortgage Loan, the related Mortgage Rate, in each case without giving effect to a default rate or, in the case of an ARD Loan, the Initial Rate.

(l)           “Leased Fee” means a Mortgaged Property type where the collateral consists of the Borrower’s fee interest in land (excluding the improvements on the related Mortgaged Property) that is subject to a ground lease.  With respect to any Mortgage Loan evidenced by a Leased Fee interest,

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the tenant or tenants at the related improvements (which are not collateral for the Mortgage Loan) are not included in statistical information herein regarding the tenants at the Mortgaged Properties.

(m)           “LTV Ratio at Maturity or ARD,” “Balloon LTV” or “Maturity Date LTV” means, with respect to any Mortgage Loan, (a) the Balloon Balance for such Mortgage Loan, divided by (b) the Appraised Value of the related Mortgaged Property or Mortgaged Properties.  In the case of an ARD Loan, the LTV Ratio at Maturity or ARD is calculated with respect to the Balloon Balance on the Anticipated Repayment Date.  In the case of a Mortgage Loan that is part of a loan combination, unless otherwise indicated, loan-to-value ratios were calculated with respect to the Mortgage Loan including any related pari passu Companion Loan.

(n)           “MSA” means metropolitan statistical area.

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

(p)           “NRA” means net rentable area.

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

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

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

(t)           “T-12” means trailing 12 months.

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

(v)           “Underwritten Net Cash Flow,” “Underwritten NCF” or “U/W NCF,” with respect to any Mortgaged Property, means the Underwritten Net Operating Income decreased by the estimated capital expenditures and reserves for capital expenditures, including tenant improvement costs and leasing commissions, as applicable.  Underwritten Net Cash Flow generally does not reflect interest expense and non-cash items such as depreciation and amortization.

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

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

(x)           “Units,” “Rooms,” or “Beds” means (a) in the case of a Mortgaged Property operated as multifamily housing, the number of apartments, regardless of the size of or number of rooms in such apartment or (b) in the case of a Mortgaged Property operated as a hospitality property, the number of guest rooms.

(y)           “U/W NCF DSCR,” “Underwritten NCF DSCR,” “Debt Service Coverage Ratio” or “DSCR” means, with respect to any Mortgage Loan, (a) the Underwritten Net Cash Flow for the related

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Mortgaged Property or Mortgaged Properties, divided by (b) the Annual Debt Service for such Mortgage Loan.  In the case of a Mortgage Loan that is part of a loan combination, unless otherwise indicated, debt service coverage ratios were calculated with respect to the Mortgage Loan including any related pari passu Companion Loan.

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

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

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

(aa)           “U/W Revenue” with respect to any Mortgage Loan, means the gross potential rent, subject to the assumptions and subjective judgments of each Mortgage Loan Seller as described under the definition of “Underwritten Net Operating Income” in this prospectus supplement.

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

Certain Terms and Conditions of the Mortgage Loans

Calculation of Interest.  100.0% of the Mortgage Loans accrue interest on the basis of the actual number of days elapsed and a 360-day year.

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

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

40 Mortgage Loans (excluding interest-only and partial interest-only Mortgage Loans), representing approximately 75.8% of the Initial Outstanding Pool Balance, provide for payments of interest and principal as of the Cut-off Date and then have an expected Balloon Balance at the maturity date or Anticipated Repayment Date.

The ARD Loans, representing approximately 5.4% of the Initial Outstanding Pool Balance, provide for an increase in the related interest rate after the applicable Anticipated Repayment Date.  The Excess

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Interest with respect to any ARD Loan will be deferred and will not be paid until the principal balance and all other amounts related to such ARD Loan have been paid.  Any amount received in respect of that deferred interest will be distributed to the holders of the Class V certificates.  See “The Pooling and Servicing Agreement—Accounts—Excess Interest” below.  In addition, after the related Anticipated Repayment Date, all excess cash flow from the related Mortgaged Property will be applied to reduce the outstanding principal balance of the ARD Loan until such balance is reduced to zero.

13 Mortgage Loans, representing approximately 19.9% of the Initial Outstanding Pool Balance, provides for payments of interest-only for a period of 9 months to 60 months following the Cut-off Date and thereafter provide for regularly scheduled payments of interest and principal based on an amortization period longer than the remaining term of such Mortgage Loan and therefore each has an expected Balloon Balance at the related maturity date or Anticipated Repayment Date.

1 Mortgage Loan, representing approximately 4.3% of the Initial Outstanding Pool Balance, is interest-only until the related maturity date or Anticipated Repayment Date.

Prepayment Provisions.  The Mortgage Loans generally permit voluntary prepayment without the payment of any penalty on the last 3 to 7 scheduled payment dates (through and including the maturity date or the Anticipated Repayment Date, as applicable).  All of the Yield Maintenance Loans prohibit voluntary prepayment for a specified period from the Closing Date (a “Yield Maintenance Lock-Out Period”), all of the Prepayment Premium assets prohibit voluntary prepayment for a specified period from the Closing Date (a “Prepayment Premium Lock-Out Period”) and all of the Defeasance Loans prohibit Defeasance (as defined below) for at least two years from the Closing Date (a “Defeasance Lock-Out Period”; any Yield Maintenance Lock-Out Period, Prepayment Premium Lock-Out Period or Defeasance Lock-Out Period are each referred to herein as a “Lock-Out Period”).  The weighted average Lock-Out Period remaining from the Cut-off Date for the Mortgage Loans is approximately 25 months.  The Lock-Out Period for each Mortgage Loan is set forth on Annex A-1 to this prospectus supplement under the heading “Prepayment Provisions (# of payments).”  Each Mortgage Loan restricts voluntary prepayments in one of the following ways:

(a)           40 of the Mortgage Loans (the “Defeasance Loans”), representing approximately 78.6% of the Initial Outstanding Pool Balance, permit defeasance only (not voluntary prepayment) after the expiration of a Lock-Out Period and prior to the related open period (such period, the “Defeasance Period”), which period is set forth on Annex A-1 to this prospectus supplement under the heading “Prepayment Provisions (# of payments).”  In the case of the Mortgage Loans that permit partial defeasance, the Mortgage Loan Documents require, among other things, that the defeasance collateral be an amount equal to a specified percentage, generally 120 to 125% of the portion of the Allocated Loan Amount with respect to the Mortgaged Property that is to be released.  With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Crossgates Mall, representing approximately 12.9% of the Initial Outstanding Pool Balance, if on any business day after May 7, 2013 but prior to the expiration of the Defeasance Lock-Out Period, the borrower requests lender approval for a qualified assumption pursuant to the terms of the related Mortgage Loan Documents and lender rejects such request, the borrower will be permitted to prepay the Mortgage Loan in full and obtain a release of the Mortgaged Property; provided, that, among other conditions, (i) no event of default then exists and (ii) the borrower pays the greater of the Yield Maintenance Charge or Prepayment Premium (equal to 3%).  With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Citizen News Building, representing approximately 1.1% of the Initial Outstanding Pool Balance, the related borrower may partially prepay the Mortgage Loan with a yield maintenance premium in connection with a release of a portion of the Mortgaged Property (see “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Property Releases”).  Each of the Crossgates Mall Mortgage Loan and the Citizen News Building Mortgage Loan is treated as a Defeasance Loan and not as a Yield Maintenance Loan in this prospectus supplement.

(b)           14 of the Mortgage Loans, representing approximately 21.4% of the Initial Outstanding Pool Balance, permit voluntary prepayment of the Mortgage Loan accompanied by a Yield Maintenance Charge following the expiration of a Lock-Out Period until the commencement of the

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open period for such Mortgage Loan (such period, in respect of such Yield Maintenance Loans, the “Yield Maintenance Period”).  With respect to these Yield Maintenance Loans, the Yield Maintenance Period is identified on Annex A-1 to this prospectus supplement under the heading “Prepayment Provisions (# of payments).”

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

The term “Discount Rate” referred to in the preceding paragraph, generally means the yield on a U.S. Treasury security that has the most closely corresponding maturity date to the maturity date or the last date of the related Yield Maintenance Period, as applicable, or, the remaining weighted average life of the Mortgage Loan, converted to a monthly equivalent yield (as described in the respective Mortgage Loan Documents).

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

The term “Interest Payment Differential” as used in the prior paragraph with respect to any prepaid Yield Maintenance Loans will generally equal (i) the positive difference, if any, of mortgage interest rate minus the Reinvestment Yield as of the date of prepayment, divided by (ii) 12, and multiplied by (iii) the outstanding principal balance (or the portion thereof being prepaid) of the prepaid Yield Maintenance Loans on the date of prepayment, provided that the Interest Payment Differential will never be less than zero.

The term “Reinvestment Yield” as used in the prior two paragraphs with respect to any prepaid Yield Maintenance Loan will generally equal, depending on the Mortgage Loan, either: (a) the yield calculated by the lender by the linear interpolation of the yields, “as reported in the Federal Reserve Statistical Release H.15-Selected Interest Rates under the heading U.S. Government Securities/Treasury Constant Maturities” for the week ending prior to the date of prepayment, of U.S. Treasury Constant Maturities with maturity dates (one longer or one shorter) most nearly approximating the loan maturity date or the Anticipated Repayment Date or the date preceding the commencement of the open period, as applicable (and, as used in the second preceding paragraph, converted to a monthly compounded nominal yield); or (b) the lesser of (i) the yield on the U.S. Obligations with the same maturity date as the stated maturity date, the Anticipated Repayment Date or date preceding the commencement of the open period, as applicable, of the prepaid Yield Maintenance Loan or, if no such U.S. Obligations issue is available, then the interpolated yield on the two U.S. Obligations issues (primary issues) with maturity dates (one prior to and one following) that are closest to the stated maturity date, the Anticipated Repayment Date or the date preceding the commencement of the open period, as applicable, of the prepaid Yield Maintenance Loan or (ii) the yield on the U.S. Obligations with a term equal to the remaining average life of the prepaid Yield Maintenance Loan or, if no such U.S. Obligations are available, then the interpolated yield on the two U.S. Obligations issues (primary issues) with terms (one prior to and one following) that are closest to the remaining average life of the prepaid Yield Maintenance Loan with each such yield being based on the bid price for such issue as published in The Wall Street Journal on the date that is fourteen (14) days

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prior to the date of prepayment set forth in borrower’s notice of repayment (or, if such bid price is not published on that date, the next preceding date on which such bid price is so published) and converted to a monthly compounded nominal yield.

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

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

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

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

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

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

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

In the case of most of the Mortgage Loans, if an award or loss resulting from an event of condemnation or casualty is less than a specified percentage of the original principal balance of the Mortgage Loan, the proceeds or award may be applied by the borrower to the costs of repairing or

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replacing the Mortgaged Property.  In other circumstances, the Mortgage Loans provide generally that in the event of a condemnation or casualty, the lender may apply the condemnation award or insurance proceeds to the repayment of debt, without payment of a Prepayment Premium or a Yield Maintenance Charge.

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

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

Neither the Depositor nor any of the Mortgage Loan Sellers makes any representation as to the enforceability of the provision of any Mortgage Loan requiring the payment of a Prepayment Premium or a Yield Maintenance Charge, or of the collectibility of any Prepayment Premium or Yield Maintenance Charge.  See “Risk Factors—Risks Related to the Offered Certificates—Risks Related to Prepayments and Repurchases of Mortgage Loans” and “—Yield Considerations” in this prospectus supplement and “Certain Legal Aspects of Mortgage Loans—Default Interest and Limitations on Prepayments” in the prospectus.

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

All of the Defeasance Loans permit the applicable borrower, after the Defeasance Lock-Out Period, to obtain a release of the Mortgaged Property from the lien of the related Mortgage (“Defeasance” or, the option to cause a Defeasance, the “Defeasance Option”); provided that, among other conditions, (a) no event of default exists; (b) the borrower pays on a Due Date (the “Release Date”) (i) all principal due on such Due Date and all interest accrued and unpaid on the principal balance of the Note (or, with respect to a partial Defeasance, a portion of the Note) to and including the Release Date and (ii) all other sums, excluding scheduled interest or principal payments, due under the Mortgage Loan and all related Mortgage Loan Documents; and (c) the borrower delivers “government securities” (within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended) or such other securities as permitted by the Internal Revenue Code of 1986, as amended (the “Code”) with respect to a Defeasance, that are acceptable to the Rating Agencies (the “Defeasance Collateral”) in an amount sufficient to make all scheduled payments of principal and interest on or prior to, but as close as possible to, all successive scheduled payment dates from the Release Date to the related maturity date (or the related Anticipated Repayment Date, if applicable), or in certain cases, through the date on which the Mortgage Loan is freely prepayable, in amounts equal to the scheduled payments due on such dates under the Mortgage Loan or the defeased amount thereof in the case of a partial Defeasance.  In addition, in connection with a Defeasance, the related borrower is generally required to (i) pay any reasonable costs and expenses incurred in connection with the Defeasance and (ii) deliver a security agreement granting the lender a first priority lien on the Defeasance Collateral.  Certain of the Defeasance Loans secured by multiple Mortgaged Properties permit the release from the lien of the related mortgage of an individual Mortgaged Property or a portion of the Mortgaged Property, provided, among other things, (i) and (ii) (listed in the prior sentence) are satisfied and the borrower delivers Defeasance Collateral in an amount sufficient to defease and, as described above, to make payments on, that portion of the subject Defeasance Loans equal to a specified percentage (generally 120 to 125%) of the Allocated Loan Amount for such Mortgaged Property or portion of such Mortgaged Property to be released from the lien of the related mortgage.  With respect to all of the Defeasance Loans, the Defeasance Lock-Out Period is at least two

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years from the Closing Date.  In certain cases a borrower may post Defeasance Collateral sufficient to make payments through the related maturity date or related Anticipated Repayment Date, as applicable, and thereafter prepay the Mortgage Loan after the date upon which the related Mortgage Loan is freely prepayable, in which case the remaining Defeasance Collateral will be returned to the borrower.

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

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

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

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

● In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Crossgates Mall, representing approximately 12.9% of the Initial Outstanding Pool Balance, the related borrower may obtain the release of one or more vacant, non-income producing parcels or outparcels (although such parcels may contain parking spaces) upon satisfaction of specified conditions including, among other things, (i) the remaining mortgaged property continues to comply with zoning and applicable legal requirements, (ii) the parcel being released is legally subdivided and (iii) the related borrower continues to be a single purpose entity.

● In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as RiverTown Crossings Mall, representing approximately 5.9% of the Initial Outstanding Pool Balance, the related borrower may obtain the release of one or more vacant, non-income producing parcels or outparcels and/or one or more additional acquired expansion parcels upon satisfaction of specified conditions including the satisfaction of the lender that any such released parcel (i) is not necessary for the operation or use of the related Mortgaged Property and (ii) may be readily separated without a material dimunition in the value of the remaining Mortgaged Property.

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

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

● In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Creekside Plaza, representing approximately 5.9% of the Initial Outstanding Pool Balance, the related borrower may from and after June 6, 2013 obtain the

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release of a portion of the related Mortgaged Property (the “Creekside Release Parcel”) that includes premises demised to a tenant that holds an option to acquire its premises and related portions of the Creekside Release Parcel (which may or may not include the entire Creekside Release Parcel, although the Creekside Release Parcel may only be released in whole in a single partial release) subject to satisfaction of certain conditions set forth in the related Mortgage Loan Documents, including (i) the tenant shall have exercised its purchase option; (ii) the borrower shall pay to lender a release price equal to 120% of the allocated loan amount for the Creekside Release Parcel (or if an event of default under the Mortgage Loan exists, the greater of such amount and the net proceeds from the sale of the Creekside Release Parcel), to be applied to Mortgage Loan principal and, if the prepayment occurs prior to February 6, 2022, the prepayment premium due under the related Mortgage Loan Documents; and (iii) the debt service coverage ratio, after giving effect to the partial release, shall be equal to or greater than 1.45x, although the borrower will have the right to make a partial prepayment in accordance with the Mortgage Loan Documents by an amount necessary in order to achieve such 1.45x debt service coverage ratio.  See “Risk Factors—Options and Other Purchase Rights May Affect Value or Hinder Recovery with Respect to the Mortgaged Properties.”

● In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Citizen News Building, representing approximately 1.1% of the Initial Outstanding Pool Balance, the related borrower may obtain the release of the parking lot portion of the Mortgaged Property at any time upon the satisfaction of certain conditions, including the payment of a release price equal to the greater of (i) the gross sales proceeds realized from the sale of the parcel less any reasonable and customary fees and transfer taxes (which amounts may be no greater than 4% of the gross sales proceeds) and (ii) 125% of the allocated loan amount with respect to such Mortgaged Property, together with the applicable Yield Maintenance Charge.

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

● In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as RiverTown Crossings Mall, representing approximately 5.9% of the Initial Outstanding Pool Balance, portions of the Mortgaged Property related to such Mortgage Loan may be released from the lien of the related Mortgage and substituted for parcels at or adjacent to such Mortgaged Property upon satisfaction of certain conditions, including (i) that the substitution will not diminish the value of the related Mortgaged Property and (ii) that the exchanged parcel is not necessary for the operation or use of the related Mortgaged Property.

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

● In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as RiverTown Crossings Mall, representing approximately 5.9% of the Initial Outstanding Pool Balance, the related Mortgage Loan Documents permit the related borrower to acquire new property to be included in the collateral for the Mortgage Loan, subject to the satisfaction of certain conditions.

● In the case of the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A-1 to this prospectus supplement as U-Haul Portfolio SAC 23, representing approximately 2.8% of the Initial Outstanding Pool Balance, a building on the Mortgaged Property identified on Annex A-1 to this prospectus supplement as “U-Haul Naco-Perrin” encroaches over the boundary line of such Mortgaged Property, covering an approximately 5 foot by 75 foot strip of land on an adjoining property, and the related Mortgage Loan Documents permit the borrower to acquire such strip of land to be included in the collateral for the Mortgage Loan.

Escrows.  Certain (but not all) of the Mortgage Loans provide for monthly escrows to cover property taxes, insurance premiums, ground lease payments and ongoing capital replacements.  For information

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regarding certain escrows, see Annex A-1 to this prospectus supplement.  In general, no escrow for real estate taxes, ground rents or insurance premiums would be required for any portion of a Mortgaged Property to the extent that a tenant or ground tenant has agreed to pay the real estate taxes and (if applicable) ground rents on, and either self-insure or maintain insurance coverage with respect to, the related Mortgaged Property.  In addition, in certain cases such escrows are not required to be paid by the borrower, provided the borrower satisfies certain conditions and/or is not in default under the related Mortgage Loan Documents.

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

● In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Crossgates Mall, representing approximately 12.9% of the Initial Outstanding Pool Balance, the related Mortgaged Property also secures two related pari passu Companion Loans.  See “Description of the Mortgage Pool—Loan Combinations—The Crossgates Mall Loan Combination” above.

● In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as RiverTown Crossings Mall, representing approximately 5.9% of the Initial Outstanding Pool Balance, (i) the related Mortgaged Property also secures one related pari passu Companion Loan and (ii) an affiliate of the related borrower incurred mezzanine indebtedness with an outstanding principal balance as of the Cut-off Date of $12,840,299.  See “Description of the Mortgage Pool—Loan Combinations—The RiverTown Crossings Mall Loan Combination” above.

See the table below for a list of Mortgage Loans that permit future mezzanine indebtedness, including certain related conditions that must be satisfied prior to incurring such indebtedness.

The Mortgage Loans generally prohibit the related borrower from incurring secured or unsecured indebtedness, other than trade payables and other debt incurred in the ordinary course of business, including for furniture, fixtures and equipment; however, certain Mortgage Loans permit unsecured indebtedness as follows:

● In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as River Oaks West Apartments, representing approximately 2.6% of the Initial Outstanding Pool Balance, the borrower has certain unsecured debt in the outstanding amount of approximately $18,588,057.05 that is subject to a subordination and standstill agreement with the holder of the unsecured debt.  The unsecured debt is not evidenced by a promissory note, and the standstill agreement prohibits the unsecured debt from being evidenced by a promissory note.  No principal or interest payments are required with respect to the unsecured debt until after the Mortgage Loan maturity date.  If the borrower elects to make any payments to the holder of the unsecured debt, such payments may only be made if excess cash is available to the borrower after payment of all amounts and reserves then due under the Mortgage Loan.  In addition, the holder of the unsecured debt has collaterally assigned its rights in the unsecured debt to the lender, which may be realized upon by the lender if the holder of the unsecured debt does not comply with the terms of the standstill agreement, and the Mortgage Loan is recourse to the borrower and non-recourse carveout guarantor if the holder of the unsecured debt takes any action that causes the borrower or the Mortgaged Property to be subject to a bankruptcy proceeding.  The standstill agreement prohibits the unsecured debt from being transferred to any party other than an affiliate of the holder of the unsecured debt or the borrower or non-recourse carveout guarantor of the Mortgage Loan.

● In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Soundview & Rosedale Avenue, representing approximately 1.0% of the Initial Outstanding Pool Balance, the related Mortgage Loan Documents permit the related borrower to obtain unsecured subordinate loans, in an aggregate amount not to exceed

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$3,000,000, from members of such borrower subject to certain requirements including, among other things, that such loans are payable only out of excess cash remaining after funds have been applied to the payment of monthly debt service and the applicable reserves.

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

● transfers related to family and estate planning,

● transfers related to the death or physical or mental disability of a controlling holder,

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

● transfers to borrower affiliates or among existing members, partners or shareholders in the borrower or between holders of tenant-in-common interests in the Mortgaged Property,

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

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

● transfers of stock listed on a nationally recognized stock exchange,

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

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

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

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

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

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

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

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

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

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

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

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

Mortgage Loan	Mortgage Loan Cut-off Date Balance	% of Initial Outstanding Pool Balance	Mezzanine Debt Cut-off Date Balance	Annual Interest Rate on Mezzanine  Loan	Mezzanine Loan Maturity Date	Intercreditor Agreement	Total Debt U/W NCF DSCR	Total Debt U/W NOI Debt Yield
RiverTown Crossings Mall	$55,312,057	5.9%	$12,840,299	9.50%	6/6/2021	Yes	1.48x	10.7%

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

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the opportunity to purchase the Mortgage Loan for a specified period of time prior to acceptance of such deed at the purchase price set forth in the immediately preceding clause (f).  Upon completion of a foreclosure of a mezzanine loan, the non-recourse carveout guarantor for the related Mortgage Loan may be released from liability under its related guaranty.

With respect to the Mortgage Loans listed in the chart below, the related Mortgage Loan Sellers have informed us that the direct and/or indirect equity owners of the borrower are permitted to pledge their interest in the related borrower as security for a mezzanine loan, subject to the satisfaction of conditions contained in the related Mortgage Loan Documents, including, among other things, a combined maximum loan-to-value ratio and a combined minimum debt-service-coverage ratio, as listed below, and in some cases, receipt of a No Downgrade Confirmation from the Rating Agencies:

Mortgage Loan	Cut-off Date Balance	% of Initial Outstanding Pool Balance	Intercreditor Agreement Required	Combined Minimum DSCR	Combined Maximum LTV	Combined Minimum Debt Yield
RiverTown Crossings Mall	$55,312,057	5.9%	Yes	1.48x	69.55%	N/A
Tek Park Business Center	$44,956,137	4.8%	Yes	1.35x	78%	10.5%
HIE San Luis Obispo	$  9,739,626	1.0%	Yes	1.87x	65%	12.9%
Sommerset Suites	$  8,391,062	0.9%	Yes	1.74x	60%	12.0%
Best Western Plus Half Moon Bay	$  7,841,647	0.8%	Yes	1.82x	59.9%	12.6%
Best Western Carlyle Inn	$  3,196,595	0.3%	Yes	2.51x	42.1%	17.4%

The specific rights of the related mezzanine lender with respect to any such future mezzanine loan will be specified in the related intercreditor agreement and may include rights substantially similar to the cure and repurchase rights described above.

The direct and/or indirect owners of a borrower under a Mortgage Loan are also generally permitted to pledge their interest in such borrower as security for a mezzanine loan in circumstances where the ultimate transfer of such interest to the mezzanine lender would be a permitted transfer under the related Mortgage Loan Documents.  Except as disclosed under this “—Other Financing” subsection, we are not aware of any other mezzanine debt affecting borrowers under the Mortgage Loans that we intend to include in the Issuing Entity.

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

In addition, a borrower may have issued, or may be permitted to issue, certain preferred equity interests.  For example, in the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Crossroads Towne Center, representing approximately 3.2% of the Initial Outstanding Pool Balance, the sole member of the borrower (the “Crossroads SPE Owner”) is owned by two members, one of which (the “Crossroads Preferred Equity Holder”) holds a preferred equity interest in the Crossroads SPE Owner of approximately $3,200,000.  The borrower’s operating agreement requires that the borrower list the Mortgaged Property for sale on or about August 31, 2016 unless the sole member of the Crossroads SPE Owner exercises its one-time right to waive the sale, which waiver requires consent of both members of the Crossroads SPE Owner (one of which is the Crossroads Preferred Equity Holder).  In the event the Crossroads Preferred Equity Holder does not want to waive the sale, the other member may acquire the shares held by the Crossroads Preferred Equity Holder at a price equal to the distributions this member would receive from a sale of the Mortgaged Property.  Under certain circumstances, the Crossroads Preferred Equity Holder may exercise a put option with respect to its preferred equity interest.  In the event the Mortgaged Property is to be sold, the borrower is required to comply with the terms of the Mortgage Loan Documents, including satisfaction of the defeasance provisions in the event of a defeasance of the Mortgaged Property or lender consent to any transfer of the Mortgaged Property or assumption of the Mortgage Loan.  Preferred equity often provides for a higher rate of return to be paid to its holders and functions in some respects similarly to

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mezzanine indebtedness, including (w) reducing a principal’s economic stake in the related Mortgaged Property, (x) reducing cash flow on the borrower’s Mortgaged Property after the payment of debt service and after payments on the preferred equity, (y) potentially increasing the likelihood that the borrower will permit the value or income producing potential of a Mortgaged Property to fall and (z) potentially increasing the risk that a borrower will default on the Mortgage Loan.

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

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

“Due-on-Sale” and “Due-on-Encumbrance” Provisions.  The Mortgage Loans generally contain “due-on-sale” and “due-on-encumbrance” clauses that, in each case, generally permit the holder of the Mortgage Loan to accelerate the maturity of the Mortgage Loan if the borrower sells or otherwise transfers or encumbers the related Mortgaged Property (other than as permitted in the Mortgage Loan Documents) without the consent of the lender (which, in some cases, may not be unreasonably withheld).  See “—Other Financing” above for a discussion of certain permitted transfers and encumbrances of a Mortgaged Property or an interest in a borrower.  The Pooling and Servicing Agreement requires the Master Servicer (with respect to non-Specially Serviced Loans other than any Non-Serviced Mortgage Loans) and the Special Servicer (with respect Specially Serviced Loans other than any Non-Serviced Mortgage Loans, but subject to the rights of the Directing Holder and after consultation with the Operating Advisor to the extent described under “The Pooling and Servicing Agreement—The Operating Advisor” in this prospectus supplement), to determine, in a manner consistent with the Servicing Standard, whether to exercise any right the lender may have under any such clause to accelerate payment of the related Mortgage Loan upon, or to withhold its consent to, any transfer or further encumbrance of the related Mortgaged Property.  Certain of the Mortgage Loans provide that the lender may condition an assumption of the Mortgage Loan on the receipt of an assumption fee, which in some cases may be up to one percent (or larger) of the then unpaid principal balance of the applicable Note, in addition to the payment of all costs and expenses incurred in connection with such assumption.  The Depositor makes no representation as to the enforceability of any due-on-sale or due-on-encumbrance provision in any Mortgage Loan.

Mortgage Loans Subject to Government Assistance Programs.  Certain of the Mortgage Loans may be secured now or in the future by Mortgaged Properties that are eligible for and have received low

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income housing tax credits pursuant to Section 42 of the Code in respect of various units within the Mortgaged Property or have tenants that rely on rent subsidies under various government-funded programs, including the Section 8 Tenant-Based Assistance Rental Certificate Program of the U.S. Department of Housing and Urban Development.  The Depositor gives no assurance that such programs will be continued in their present form or that the level of assistance provided will be sufficient to generate enough revenues for the related borrower to meet its obligations under the related Mortgage Loan.

Delinquency.  As of the Cut-off Date, none of the Mortgage Loans were thirty (30) days or more delinquent, or had been thirty (30) days or more delinquent during the twelve (12) calendar months preceding the Cut-off Date.

Borrower Concentrations.  5 groups of Mortgage Loans have related borrowers that are affiliated with one another through partial or complete direct or indirect common ownership, with the 3 largest groups representing approximately 6.5%, 5.4% and 3.1%, respectively, of the Initial Outstanding Pool Balance.  With respect to each group of common ownership, the related mortgaged properties are managed by the same property manager.  See “Risk Factors—Risks Related to the Mortgage Loans—Risks Related to Borrower Concentration” in this prospectus supplement.

Single-Tenant Mortgaged Properties.  5 Mortgaged Properties, securing approximately 3.2% of the Initial Outstanding Pool Balance (by Allocated Loan Amount), are 100.0% leased to a single tenant.  Each of those Mortgaged Properties is generally subject to a single space lease, which in some cases has a primary lease term that expires on or after the maturity date of the related Mortgage Loan, but in other cases does not.  See Annex A-1 to this prospectus supplement for Mortgage Loan maturity dates and the lease expiration dates.  In addition, certain of these leases may have termination options that are prior to the maturity date of the related Mortgage Loan.

Geographic Location.  The Mortgaged Properties are located throughout 25 states, with the largest concentration by Initial Outstanding Pool Balance located in New York.  See “Mortgaged Properties by State and/or Location” in Annex A-2 to this prospectus supplement “Summary—The Mortgage Pool—Characteristics of The Mortgage Pool—Property Locations” in this prospectus supplement for a table setting forth information about the jurisdictions with the greatest concentrations of Mortgaged Properties.

Loan Purpose.  45 of the Mortgage Loans, representing approximately 83.7% of the Initial Outstanding Pool Balance, were originated in connection with the borrower’s refinancing of a previous mortgage loan.  8 of the Mortgage Loans, representing approximately 14.8% of the Initial Outstanding Pool Balance, were originated in connection with the borrower’s acquisition of the related Mortgaged Property.  1 of the Mortgage Loans, representing approximately 1.5% of the Initial Outstanding Pool Balance, was originated in connection with the borrower’s refinancing of a previous mortgage loan and the acquisition of a related Mortgaged Property.  In several cases, the refinancing of a Mortgaged Property with a Mortgage Loan resulted in cash being paid to the related borrower to the extent that the related Mortgage Loan exceeded the amount of the prior loan, refinancing costs and required reserves and escrows.

Properties Underwritten Based on Projections.  2 of the mortgage loans, representing approximately 1.9% of the outstanding pool balance as of the Cut-off Date, are secured in whole or in part by mortgaged properties that were recently acquired by the related borrowers within 2 calendar months of the cut-off date that, in each case either have no prior operating history or do not have historical financial information.

Modified Loans.  None of the Mortgage Loans were modified due to previous delinquencies or impending delinquencies or are refinancings of other mortgage loans that were previously delinquent and beyond their respective maturity dates.

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Changes in Mortgage Pool Characteristics

The description in this prospectus supplement, including Annex A-1 and Annex A-2 to this prospectus supplement, of the Mortgage Pool and the Mortgaged Properties is based upon the Mortgage Pool as expected to be constituted at the close of business on the Cut-off Date, as adjusted for the scheduled principal payments due on the Mortgage Loans on or before the Cut-off Date.  Prior to the issuance of the Certificates, a Mortgage Loan may be removed from inclusion in the securitization transaction described in this prospectus supplement if the Depositor deems such removal necessary or appropriate or if it is prepaid.  This may cause the range of Mortgage Rates and maturities as well as the other characteristics of the Mortgage Loans to vary from those described in this prospectus supplement.

A Current Report on Form 8-K (the “Form 8-K”) will be available to purchasers of the Offered Certificates and will be filed by the Depositor, together with the Pooling and Servicing Agreement, with the SEC.  In the event Mortgage Loans are removed from the Mortgage Pool as set forth in the preceding paragraph, such removal will be noted in the Form 8-K, and, if such removal or any other event results in any material pool characteristic of the actual Mortgage Pool differing by 5% or more (other than by reason of the mortgage loans converting into cash in accordance with their terms) from the description of the Mortgage Pool in the final prospectus supplement filed with the SEC, such Form 8-K will be filed no later than four business days after the initial issuance of the Offered Certificates.  Such Form 8-K will be available to purchasers and potential purchasers of the Offered Certificates.

DESCRIPTION OF THE OFFERED CERTIFICATES

General

The Certificates will be issued pursuant to the Pooling and Servicing Agreement and will consist of the following classes (each, a “Class”) to be designated as (i) the Class A-1 certificates, Class A-2 certificates, Class A-3 certificates, Class A-SB certificates, Class A-M certificates, Class X-A certificates, Class X-B certificates, Class B certificates, Class C certificates, Class D certificates, Class E certificates, Class F certificates, Class G certificates and Class H certificates (collectively, the “Regular Certificates”), (ii) the Class V certificates, and (iii) the Class R certificates and Class LR certificates (collectively, the “Residual Certificates” and, together with the Regular Certificates and Class V certificates, the “Certificates”).  Only the Class A-1, Class A-2, Class A-3, Class A-SB, Class X-A, Class A-M, Class B and Class C certificates (the “Offered Certificates”) are offered hereby.  The Class X-B, Class D, Class E, Class F, Class G, Class H, Class V, Class R and Class LR certificates (the “Private Certificates”) are not offered hereby.

The Certificates represent in the aggregate the entire beneficial ownership interest in the Issuing Entity consisting of, among other things:  (i) the Mortgage Loans and all payments under and proceeds of the Mortgage Loans due after the Cut-off Date; (ii) any Mortgaged Property acquired on behalf of the Issuing Entity through foreclosure, deed in lieu of foreclosure or otherwise (upon acquisition, an “REO Property” and any such property serviced by the Special Servicer pursuant to the Pooling and Servicing Agreement, a “Serviced REO Property”); (iii) the Collection Account (or any custodial account in respect of a Serviced Companion Loan), the Distribution Account, the Excess Liquidation Proceeds Account, the Interest Reserve Account and any account established in connection with REO Properties (an “REO Account”); (iv) all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties, to the extent of the Issuing Entity’s interests therein; (v) the Depositor’s rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; and (vi) all of the lender’s right, title and interest in the Reserve Accounts and Lock Box Accounts, in each case, to the extent of the Issuing Entity’s interests therein.

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Upon initial issuance, the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-M, Class B, Class C, Class D, Class E, Class F, Class G and Class H certificates (collectively, the “Sequential Pay Certificates”, and each, a “Sequential Pay Certificate”) will have the following aggregate principal balances (each, a “Certificate Balance”), in each case, subject to a variance of plus or minus 5.0%:

Class	Initial Certificate Balance	Approximate Percentage of Initial Certificate Balance	Approximate Initial Credit Support
Offered Certificates
A-1	$  54,970,000	5.893%	30.000%(1)
A-2	$116,746,000	12.515%	30.000%(1)
A-3	$409,198,000	43.867%	30.000%(1)
A-SB	$  72,060,000	7.725%	30.000%(1)
A-M	$  95,614,000	10.250%	19.750%
B	$  43,143,000	4.625%	15.125%
C	$  32,648,000	3.500%	11.625%
Non-Offered Certificates(2)
D	$  50,139,000	5.375%	6.250%
E	$    2,332,000	0.250%	6.000%
F	$  13,993,000	1.500%	4.500%
G	$  15,158,000	1.625%	2.875%
H	$  26,819,147	2.875%	0.000%

(1) Represents the approximate initial credit support for the Class A-1, Class A-2, Class A-3 and Class A-SB certificates, in the aggregate.

(2) None of the classes of certificates set forth below in this table is offered by this prospectus supplement.

The Class X-A and Class X-B certificates will each have a notional balance (the “Notional Balance”), which is used solely for the purpose of determining the amount of interest to be distributed on such Certificates and does not represent the right to receive any distributions of principal.

The Notional Balance of the Class X-A certificates will equal the aggregate Certificate Balances of each of the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-M certificates outstanding from time to time.  In general, the Certificate Balance of each such Class of Certificates will constitute a separate component of the Notional Balance of the Class X-A certificates.  The total initial Notional Balance of the Class X-A certificates will be approximately $748,588,000.

The Notional Balance of the Class X-B certificates will equal the aggregate Certificate Balance of each of the Class B, Class C, Class D, Class E, Class F, Class G and Class H certificates outstanding from time to time.  In general, the Certificate Balance of each such Class of Certificates will constitute a separate component of the Notional Balance of the Class X-B certificates.  The total initial Notional Balance of the Class X-B certificates will be approximately $184,232,147.

The Class V, Class R and Class LR certificates will not have Certificate Balances or Notional Balances.

The Certificate Balance of any Class of Sequential Pay Certificates outstanding at any time represents the maximum amount which the holders thereof are entitled to receive as distributions allocable to principal from the cash flow on the Mortgage Loans in the Mortgage Pool and the other assets in the Mortgage Pool; provided, however, that in the event that Realized Losses previously allocated to a Class of Sequential Pay Certificates in reduction of the Certificate Balance thereof are recovered subsequent to the reduction of the Certificate Balance thereof to zero, such Class of Sequential Pay Certificates may receive distributions in respect of such recoveries in accordance with the priorities set forth under “—Distributions—Payment Priorities” below.

The respective Certificate Balance of each Class of Sequential Pay Certificates will in each case be reduced by amounts actually distributed thereon that are allocable to principal and by any Realized Losses allocated to such Class of Certificates.

The Notional Balance of the Class X-A Certificates will be reduced to the extent of all reductions in the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-M Certificates.  Similarly, the Notional Balance of the Class X-B Certificates will be reduced to the extent of

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all reductions in the aggregate Certificate Balance of the Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates.

Distributions

Method, Timing and Amount.  Distributions on the Certificates will be made on the fourth business day following the Determination Date in each month, commencing in June 2012 (each, a “Distribution Date”).  All distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates are registered at the close of business on the last business day of the calendar month immediately preceding the month in which such Distribution Date occurs (the “Record Date”).  Such distributions will be made by wire transfer in immediately available funds to the account specified by the Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder provides the Paying Agent with wiring instructions no less than five business days prior to the related Record Date, or otherwise by check mailed to such Certificateholder.  The final distribution on any Offered Certificates will be made in like manner, but only upon presentment and surrender of such Certificate at the location specified in the notice to the holder of that Certificate of such final distribution.  All distributions made with respect to a Class of Certificates on each Distribution Date will be allocated pro rata among the outstanding Certificates of that Class based on their respective Percentage Interests.  The “Percentage Interest” evidenced by any Certificate (other than the Class V, Class R and Class LR certificates) is equal to the initial certificate or notional balance thereof as of the Closing Date divided by the initial Certificate Balance or Notional Balance of the related Class and with respect to the Class V, Class R and Class LR certificates is equal to the percentage interest set forth in the face of the Certificate.

The aggregate distribution to be made with respect to the Regular Certificates on any Distribution Date will equal the Available Funds.  The “Available Funds” for any Distribution Date will be the sum of the following amounts (i) all previously undistributed Monthly Payments or other receipts on account of principal and interest on or in respect of the Mortgage Loans (including Unscheduled Payments and Net REO Proceeds, if any, but excluding Excess Liquidation Proceeds) received by or on behalf of the Master Servicer in the Collection Period relating to such Distribution Date; (ii) all P&I Advances made by the Master Servicer or the Trustee, as applicable, in respect of the Mortgage Loans as of such Distribution Date; (iii) all other amounts received by the Master Servicer in such Collection Period and required to be deposited in the Collection Account by the Master Servicer as described in this prospectus supplement under “The Pooling and Servicing Agreement—Accounts”; (iv) without duplication, any late Monthly Payments on or in respect of the Mortgage Loans received after the end of the Collection Period relating to such Distribution Date but prior to the close of business on the business day prior to the Master Servicer Remittance Date; (v) any amounts representing Prepayment Interest Shortfalls remitted by the Master Servicer to the appropriate Collection Account (as described under “—Prepayment Interest Shortfalls” below); and (vi) for the Distribution Date occurring in each March of each calendar year (or February if the final Distribution Date occurs in such month), the Withheld Amounts then on deposit in the Interest Reserve Account as described under “The Pooling and Servicing Agreement—Accounts—Interest Reserve Account” below, but excluding the following (in no order of priority):

(a)           all amounts permitted to be used to reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable, for previously unreimbursed Advances and Workout-Delayed Reimbursement Amounts with interest thereon as described in this prospectus supplement under “The Pooling and Servicing Agreement—Advances”;

(b)           the aggregate amount of the Master Servicing Fee, the Trustee/Certificate Administrator Fee, Operating Advisor Fee, any Operating Advisor Consulting Fees (to the extent that such fee is actually received from the related borrower), fees for primary servicing functions and the other servicing compensation (e.g., Net Prepayment Interest Excess, Net Default Interest, late payment fees (to the extent not applied to the reimbursement of interest on Advances and certain expenses, as provided in the Pooling and Servicing Agreement), Workout Fees, Liquidation Fees, assumption fees, Modification Fees, loan service transaction fees, demand fees, beneficiary statement charges and similar fees payable to the Master Servicer and the Special Servicer), Permitted Special

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Servicer/Affiliate Fees and the Special Servicing Fee (and other amounts payable to the Special Servicer as described in this prospectus supplement under “The Pooling and Servicing Agreement—Special Servicing—Special Servicing Compensation”), together with interest on Advances to the extent provided in the Pooling and Servicing Agreement, and reinvestment earnings on payments received with respect to the Mortgage Loans (that the Master Servicer or the Special Servicer are entitled to receive as additional servicing compensation), in each case in respect of such Distribution Date;

(c)           all amounts representing scheduled Monthly Payments due after the related Due Date;

(d)           to the extent permitted by the Pooling and Servicing Agreement, that portion of net liquidation proceeds, net insurance proceeds and net condemnation proceeds with respect to a Mortgage Loan which represents any unpaid Servicing Fee, Servicing Compensation, special servicing compensation, Trustee/Certificate Administrator Fee and Operating Advisor Fee, to which the Master Servicer, the Special Servicer, any subservicer, the Certificate Administrator, the Operating Advisor and/or the Trustee are entitled;

(e)           all amounts representing certain fees and expenses, including indemnity amounts, reimbursable or payable to the Master Servicer, the Special Servicer, the Certificate Administrator (in all of its capacities under the Pooling and Servicing Agreement), the Operating Advisor or the Trustee (in all of its capacities under the Pooling and Servicing Agreement) and other amounts permitted to be retained or withdrawn by the Master Servicer pursuant to the Pooling and Servicing Agreement in respect of various items, including interest on Advances as provided in the Pooling and Servicing Agreement;

(f)            Prepayment Premiums and Yield Maintenance Charges;

(g)           any interest or investment income on funds on deposit in the Collection Account or any interest on permitted investments in which such funds may be invested;

(h)           all amounts received with respect to each Mortgage Loan previously replaced, purchased or repurchased from the Issuing Entity pursuant to the Pooling and Servicing Agreement or a Mortgage Loan Purchase Agreement during the related Collection Period and subsequent to the date as of which such Mortgage Loan was replaced, purchased or repurchased;

(i)            the amount reasonably determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed on the Upper-Tier REMIC, the Lower-Tier REMIC under the circumstances and to the extent described in the Pooling and Servicing Agreement;

(j)            with respect to any Distribution Date occurring in each February, and in any January occurring in a year that is not a leap year, in either case, unless such Distribution Date is the final Distribution Date, the Withheld Amounts to be deposited in the Interest Reserve Account in accordance with the Pooling and Servicing Agreement as described in this prospectus supplement under “The Pooling and Servicing Agreement—Accounts”; and

(k)           Excess Interest.

The “Monthly Payment” with respect to any Mortgage Loan or Serviced Companion Loan (other than any REO Loan) and any Due Date, is the scheduled monthly payment of principal, if any, and interest at the Mortgage Rate, excluding any balloon payment (but not excluding any constant Monthly Payment due on a Balloon Loan), which is payable by the related borrower on such Due Date under the related Note if applicable, allocable to such Mortgage Loan.  The Monthly Payment with respect to an REO Loan for any Distribution Date is the monthly payment that would otherwise have been payable on the related Due Date had the related Note not been discharged, determined as set forth in the Pooling and Servicing Agreement and on the assumption that all other amounts, if any, due thereunder are paid when due.

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A “Balloon Loan” is any Mortgage Loan or Serviced Loan Combination that requires a payment of principal on the maturity date in excess of its constant Monthly Payment.

“Unscheduled Payments” are all net liquidation proceeds, net insurance proceeds and net condemnation proceeds payable under the Mortgage Loans, the repurchase price of any Mortgage Loan repurchased by a Mortgage Loan Seller due to a breach of a representation or warranty made by it or as a result of a document defect in the mortgage file or the purchase price paid by the parties described in this prospectus supplement under “The Pooling and Servicing Agreement—Optional Termination” and “—Realization Upon Mortgage Loans,”  any shortfall amount paid in connection with the substitution of any Mortgage Loan as described in this prospectus supplement under “The Pooling and Servicing Agreement—Representations and Warranties; Repurchase; Substitution,” and any other payments under or with respect to the Mortgage Loans not scheduled to be made, including Principal Prepayments received by the Master Servicer (but excluding Prepayment Premiums and Yield Maintenance Charges, if any) during such Collection Period.  See “Yield and Maturity Considerations—Yield Considerations—Certain Relevant Factors” in this prospectus supplement.

“Net REO Proceeds” with respect to any Serviced REO Property are all revenues received by the Special Servicer with respect to such Serviced REO Property, net of any insurance premiums, taxes, assessments and other costs and expenses permitted to be paid therefrom pursuant to the Pooling and Servicing Agreement.

“Principal Prepayments” are payments of principal made by a borrower on a Mortgage Loan or Serviced Companion Loan that are received in advance of the scheduled Due Date for such payments and that are not accompanied by an amount of interest representing the full amount of scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

The “Collection Period” with respect to any Distribution Date and each Mortgage Loan, is the period that begins immediately following the Determination Date in the calendar month preceding the month in which such Distribution Date occurs (or, in the case of the initial Distribution Date, immediately following the Cut-off Date) and ends on the Determination Date in the calendar month in which such Distribution Date occurs.

If, in connection with any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the expected receipt of any monthly payment based on information set forth in a report of the Master Servicer or the Special Servicer, or any other monthly payment, balloon payment or prepayment expected to be or which is paid on the last two business days preceding such Distribution Date, and the related borrower fails to make such payments at such time, the Certificate Administrator will use commercially reasonable efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date, but there can be no assurance that DTC can do so. The Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer will not be liable or held responsible for any resulting delay (or claims by DTC resulting therefrom) in the making of such distribution to Certificateholders.  In addition, if the Certificate Administrator incurs out-of-pocket expenses, despite reasonable efforts to avoid/mitigate such expenses, as a consequence of a borrower failing to make such payments, the Certificate Administrator will be entitled to reimbursement from the Issuing Entity.  Any such reimbursement will constitute an expense of the Issuing Entity.

The “Determination Date” is the eleventh day of each calendar month, or if such eleventh day is not a business day, then the next business day, commencing in June 2012.

“Net Default Interest” with respect to any Mortgage Loan and any Distribution Date, any Default Interest accrued on such Mortgage Loan during the preceding Collection Period, less amounts required to pay the Master Servicer, the Special Servicer or the Trustee, as applicable, interest on the related Advances on the related Mortgage Loan at the Advance Rate and to reimburse the Issuing Entity for certain additional expenses of the Issuing Entity on the related Mortgage Loan (including Special Servicing Fees, Workout Fees and Liquidation Fees).

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“Default Interest” with respect to any Mortgage Loan or Serviced Companion Loan is interest accrued on such Mortgage Loan or Serviced Companion Loan at the excess of (i) the related Default Rate over (ii) the related Mortgage Rate.

The “Default Rate” with respect to any Mortgage Loan or Serviced Companion Loan is the per annum rate at which interest accrues on such Mortgage Loan or Serviced Companion Loan following any event of default on such Mortgage Loan or Serviced Companion Loan, including a default in the payment of a Monthly Payment or a balloon payment.

Payment Priorities.  As used below in describing the priorities of distribution of Available Funds for each Distribution Date, the terms set forth below will have the following meanings:

The “Interest Accrual Amount” with respect to any Distribution Date and any Class of Regular Certificates is an amount equal to interest for the related Interest Accrual Period at the Pass-Through Rate for such Class on the related Certificate Balance or Notional Balance, as applicable, outstanding immediately prior to such Distribution Date minus the amount of any Net Prepayment Interest Shortfall allocated to such Class with respect to such Distribution Date.  Calculations of interest due in respect of the Certificates (other than the Class V, Class LR and Class R Certificates) will be made on the basis of a 360-day year consisting of twelve 30-day months.

“Appraisal Reduction Amount” is the amount described under “—Appraisal Reductions” below.

The “Interest Accrual Period” in respect of each Class of Regular Certificates for each Distribution Date is the calendar month immediately preceding the month in which such Distribution Date occurs.

An “Interest Shortfall” with respect to any Distribution Date for any Class of Regular Certificates is any shortfall in the amount of interest required to be distributed on such Class on such Distribution Date.  No interest accrues on Interest Shortfalls.

The “Pass-Through Rate” for any Class of Regular Certificates is the per annum rate at which interest accrues on such Class during any Interest Accrual Period.  The Pass-Through Rates applicable to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-M and Class B Certificates will be fixed at 1.116%, 2.350%, 3.391%, 3.053%, 3.912% and 4.612%, respectively.  The Pass-Through Rate applicable to the Class C, Class D and Class E Certificates will at all times equal the Weighted Average Net Mortgage Pass-Through Rate.  The Pass-Through Rates applicable to the Class F, Class G and Class H Certificates will each be fixed at 2.462%.

The Pass-Through Rate applicable to the Class X-A Certificates for the initial Distribution Date will equal approximately 2.451% per annum.  The Pass-Through Rate applicable to the Class X-A Certificates for each Distribution Date will equal the weighted average of the respective strip rates (the “Class X-A Strip Rates”) at which interest accrues from time to time on the respective components of the total Notional Balance of the Class X-A Certificates outstanding immediately prior to the related Distribution Date (weighted on the basis of the respective balances of such components outstanding immediately prior to such Distribution Date).  Each of those components will have a component notional balance that corresponds to the Certificate Balance the Class A-1, Class A-2, Class A-3, Class A-SB or Class A-M Certificates, respectively.  The applicable Class X-A Strip Rate with respect to each such component for any Distribution Date will equal the excess, if any, of (a) the Weighted Average Net Mortgage Pass-Through Rate for such Distribution Date, over (b) the Pass-Through Rate for such Distribution Date for the Class of Certificates the designated portion of whose Certificate Balance comprises such component.

The Pass-Through Rate applicable to the Class X-B Certificates for the initial Distribution Date will equal approximately 1.156% per annum.  The Pass-Through Rate applicable to the Class X-B Certificates for each Distribution Date will equal the weighted average of the respective strip rates (the “Class X-B Strip Rates”) at which interest accrues from time to time on the respective components of the total Notional Balance of the Class X-B Certificates outstanding immediately prior to the related Distribution Date (weighted on the basis of the respective balances of such components outstanding immediately

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prior to such Distribution Date).  Each of those components will have a component notional balance that corresponds to the Certificate Balance of the Class B, Class C, Class D, Class E, Class F, Class G or Class H Certificates, respectively.  The applicable Class X-B Strip Rate with respect to each such component for any Distribution Date will equal the excess, if any, of (a) the Weighted Average Net Mortgage Pass-Through Rate for such Distribution Date, over (b) the Pass-Through Rate for such Distribution Date for such Class of Certificates whose Certificate Balance comprises such component.

Each of the Class V, Class R and Class LR Certificates will not have a Pass-Through Rate.  The Class V Certificates will not be entitled to distributions in respect of interest other than Excess Interest.

The “Weighted Average Net Mortgage Pass-Through Rate” for any Distribution Date is a per annum rate equal to a fraction (expressed as a percentage), the numerator of which is the sum for all Mortgage Loans of the product of (i) the Net Mortgage Pass-Through Rate of each such Mortgage Loan as of its respective Due Date in the month preceding the month in which such Distribution Date occurs and (ii) the Stated Principal Balance of each such Mortgage Loan as of the immediately preceding Distribution Date, and the denominator of which is the sum of the Stated Principal Balances of all Mortgage Loans as of the immediately preceding Distribution Date.

The “Net Mortgage Pass-Through Rate” with respect to any Mortgage Loan and any Distribution Date is the per annum rate equal to the Mortgage Rate for such Mortgage Loan for the related Interest Accrual Period, minus, for any such Mortgage Loan, the Administrative Fee Rate, and with respect to any Non-Serviced Mortgage Loan, the related Pari Passu Loan Primary Servicing Fee Rate.  For purposes of calculating the Pass-Through Rates on the Regular Certificates, the Net Mortgage Pass-Through Rate of each Mortgage Loan that accrues interest on an actual/360 basis for any one-month period preceding a related Due Date will be the annualized rate at which interest would have to accrue in respect of the Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest accrued in respect of the Mortgage Loan during the one-month period at the related Net Mortgage Pass-Through Rate; provided, however, that with respect to such Mortgage Loans, the Net Mortgage Pass-Through Rate for the one-month period (1) prior to the Distribution Dates in January and February in any year which is not a leap year or in February in any year which is a leap year (unless the related Distribution Date is the final Distribution Date) will be determined exclusive of the Withheld Amounts from that month, and (2) prior to the Due Date in March (or February, if the related Distribution Date is the final Distribution Date) (commencing in 2013), will be determined inclusive of the Withheld Amounts from the immediately preceding February, and, if applicable, January.

The “Mortgage Rate” with respect to each Mortgage Loan or Serviced Companion Loan and any Interest Accrual Period is the annual rate at which interest accrues on such Mortgage Loan or Serviced Companion Loan during such period (in the absence of a default and excluding any Excess Interest), as set forth in the related Note from time to time (the initial Mortgage Rate is set forth on Annex A-1 to this prospectus supplement); provided, however, that for purposes of calculating the Net Mortgage Pass-Through Rate and the Weighted Average Net Mortgage Pass-Through Rate, the Mortgage Rate for any Mortgage Loan or Serviced Companion Loan will be determined without regard to any Default Interest or any Excess Interest and without taking into account any reduction in the interest rate by a bankruptcy court pursuant to a plan of reorganization or pursuant to any of its equitable powers or a reduction of interest or principal due to a modification, waiver or amendment of the terms of that Mortgage Loan or Serviced Companion Loan as described under “The Pooling and Servicing Agreement—Modifications” in this prospectus supplement.

“Pari Passu Loan Primary Servicing Fee Rate” with respect to any Non-Serviced Mortgage Loan means the “primary servicing fee rate” (as defined or set forth in the applicable pooling and servicing agreement) and any other related servicing fee rate (other than those payable to the applicable special servicer).

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The “Principal Distribution Amount” for any Distribution Date will be equal to the sum of the following items without duplication:

(a)           the principal component of all scheduled Monthly Payments (other than balloon payments) due on the Mortgage Loans on the related Due Date (if received during the related Collection Period or advanced);

(b)           the principal component of all Assumed Scheduled Payments due on the related Due Date (if received during the related Collection Period or advanced) with respect to any Mortgage Loan that is delinquent in respect of its balloon payment;

(c)           the Stated Principal Balance of each Mortgage Loan that was, during the related Collection Period, repurchased from the Issuing Entity in connection with the breach of a representation or warranty or a document defect in the related mortgage file or purchased from the Issuing Entity as described in this prospectus supplement under “The Pooling and Servicing Agreement—Representations and Warranties; Repurchase; Substitution,” “—Sale of Defaulted Mortgage Loans and REO Properties” and “—Optional Termination”;

(d)           the portion of Unscheduled Payments allocable to principal of any Mortgage Loan that was liquidated during the related Collection Period;

(e)           the principal component of all balloon payments and any other principal payment on any Mortgage Loan received on or after the maturity date thereof, to the extent received during the related Collection Period;

(f)           all other Principal Prepayments received in the related Collection Period; and

(g)          any other full or partial recoveries in respect of principal of the Mortgage Loans, including net insurance proceeds, net liquidation proceeds and Net REO Proceeds received in the related Collection Period, net of any related outstanding P&I Advances allocable to principal, but including any amount related to the Loss of Value Payments to the extent that such amount was transferred into the Collection Account during the related Collection Period as described under “The Pooling and Servicing Agreement—Accounts” in this prospectus supplement;

as reduced by any (1) Nonrecoverable Advances plus interest on such Nonrecoverable Advances that are paid or reimbursed from principal collections on the Mortgage Loans or, with respect to Property Advances, the Serviced Loan Combinations, in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date, and (2) Workout-Delayed Reimbursement Amounts that were paid or reimbursed from principal collections on the Mortgage Loans Loans or, with respect to Property Advances, the Serviced Loan Combinations, in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date; providedthat, in the case of clauses (1) and (2) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans are subsequently recovered on the related Mortgage Loan or, with respect to Property Advances, the Serviced Loan Combinations, are subsequently recovered on the related Mortgage Loan or, with respect to Property Advances, the related Serviced Loan Combination, such recovery will increase the Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs.

The “Assumed Scheduled Payment” with respect to any Mortgage Loan that is delinquent in respect of its balloon payment (including any REO Loan as to which the balloon payment would have been past due) will be an amount equal to the sum of (a) the principal portion of the Monthly Payment that would have been due on such Mortgage Loan on the related Due Date (or the portion thereof not received) based on the constant Monthly Payment that would have been due on such Mortgage Loan on the related Due Date based on the constant payment required by the related Note and the amortization or payment schedule thereof (as calculated with interest at the related Mortgage Rate), if any, assuming such balloon

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payment has not become due after giving effect to any prior modification, and (b) interest at the Mortgage Rate for such Mortgage Loan minus the applicable Servicing Fee Rate.

An “REO Loan” or “Serviced REO Loan” is any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) as to which the related Mortgaged Property has become an REO Property.

Fees and Expenses

The amounts available for distribution on the Certificates on any Distribution Date will generally be net of the following amounts:

Type/Recipient	Amount	Frequency	Source of Payment
Fees
Master Servicing Fee/Master Servicer	The Stated Principal Balance of each Mortgage Loan or Serviced Pari Passu Companion Loan multiplied by the Servicing Fee Rate calculated on the same basis as interest accrues on the Mortgage Loan or Serviced Pari Passu Companion Loan.	monthly	Interest payment on the related Mortgage Loan or Serviced Pari Passu Companion Loan.
Additional Master Servicing Compensation/Master Servicer	Prepayment interest excess (to the extent any excess exceeds the amount of any Prepayment Interest Shortfalls).	from time to time	Any actual prepayment interest excess.
Additional Master Servicing Compensation/Master Servicer	All late payment fees and Net Default Interest accrued on Mortgage Loans or Serviced Companion Loans that are not Specially Serviced Loans to the extent collected by the Issuing Entity and not used to pay first, interest on Advances on the related Mortgage Loan or Serviced Companion Loan, and then, certain additional expenses of the Issuing Entity on the related Mortgage Loan or Serviced Companion Loan.	from time to time	The related fees.
	100% of any Modification Fees on Mortgage Loans that are not Specially Serviced Loans and the related Serviced Companion Loans (but only 50% of such fees where the consent of the Special Servicer is required).
	100% of defeasance fees.
	100% of any assumption fees on all Mortgage Loans that are not Specially Serviced Loans and the related Serviced Companion Loans (but only 50% of such fees where the consent of the Special Servicer is required) and 100% of any assumption application fees on all Mortgage Loans that are not Specially Serviced Loans and the related Serviced Companion Loans. 100% of any loan service transaction fees, beneficiary statement charges and/or similar items (but excluding prepayment

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Type/Recipient	Amount	Frequency	Source of Payment
	premiums and yield maintenance charges) on all Mortgage Loans that are not Specially Serviced Loans and the related Serviced Companion Loans (but only 50% of such fees where the consent of the Special Servicer is required).
	100% of any amounts collected for checks returned for insufficient funds.
Additional Master Servicing Compensation/Master Servicer	All investment income earned on amounts on deposit in the Collection Account and certain custodial and Reserve Accounts.	monthly	The investment income.
Special Servicing Fee/Special Servicer	The Stated Principal Balance of each Specially Serviced Loan (including any related Serviced Companion Loan) and Serviced REO Loan multiplied by the Special Servicing Fee Rate calculated on the same basis as interest accrues on the Mortgage Loan or Serviced Companion Loan, and will be payable monthly.	monthly	First out of collections on the related Mortgage Loan and then from general collections in the collection account (and custodial account with respect to a Serviced Companion Loan, if applicable), subject to certain limitations.
Workout Fee/Special Servicer	1.0% of each collection of principal and interest on each Corrected Mortgage Loan (including any related Serviced Companion Loan), subject to a cap described under “The Pooling and Servicing Agreement—Special Servicing—Special Servicing Compensation” in this prospectus supplement.	monthly	The related collection of principal or interest.
Liquidation Fee/Special Servicer	1.0% of each recovery of Liquidation Proceeds, net of certain expenses  and subject to a cap described, under “The Pooling and Servicing Agreement—Special Servicing—Special Servicing Compensation” in this prospectus supplement.	upon receipt of Liquidation Proceeds	The related Liquidation Proceeds.
Additional Special Servicing Compensation/Special Servicer	All late payment fees and Net Default Interest accrued on Specially Serviced Loans to the extent collected by the Issuing Entity and not used to pay first, interest on Advances on the related Mortgage Loan or Serviced Companion Loan, and then, certain additional expenses of the Issuing Entity on the related Mortgage Loan or Serviced Companion Loan. 100% of any Modification Fees on Specially Serviced Loans and related Serviced Companion Loans. 50% of any Modification Fees on Mortgage Loans (and the related Serviced Companion Loans) that	from time to time	The related fees.

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Type/Recipient	Amount	Frequency	Source of Payment
	are not Specially Serviced Loans where the consent of the Special Servicer is required.
	100% of any assumption fees and 100% of assumption application fees on Specially Serviced Loans and the related Serviced Companion Loans.
	50% of any assumption fees on Mortgage Loans (and the related Serviced Companion Loans) that are not Specially Serviced Loans where the consent of the Special Servicer is required.
	100% of any loan service transaction fees, beneficiary statement charges and/or similar items (but excluding prepayment premiums and yield maintenance charges) on Specially Serviced Loans and the related Serviced Companion Loans.
	50% of any loan service transaction fees, beneficiary statement charges and/or similar items (but excluding prepayment premiums and yield maintenance charges) on Mortgage Loans (and the related Serviced Companion Loans) that are not Specially Serviced Loans where the consent of the Special Servicer is required.
	All interest or other income earned on deposits in any REO Account.	monthly	The investment income.
Trustee/Certificate Administrator Fee/Trustee and Certificate Administrator	The Trustee/Certificate Administrator Fee Rate multiplied by the Stated Principal Balance of the Mortgage Loans calculated on the same basis as interest accrues on the Mortgage Loan.	monthly	Payment of interest on the related Mortgage Loan.
Operating Advisor Fee/Operating Advisor	The Operating Advisor Fee Rate multiplied by the Stated Principal Balance of the Mortgage Loans calculated on the same basis as interest accrued on the Mortgage Loan.	monthly	Payment of interest on the related Mortgage Loan.
Operating Advisor Consulting Fee/Operating Advisor	A fee in connection with each Major Decision for which the Operating Advisor has consulting rights equal to $10,000 or such lesser amount as the related borrower agrees to pay with respect to any Mortgage Loan.	from time to time	Paid by related Borrower.
Expenses
Reimbursement of Property Advances/Master Servicer and Special Servicer/Trustee	To the extent of funds available, the amount of any Property Advances.	from time to time	Recoveries on the related Mortgage Loan or Serviced Companion Loan, or to the extent that the party making the advance determines it is

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Type/Recipient	Amount	Frequency	Source of Payment
			nonrecoverable, from general collections in the Collection Account (and custodial account with respect to a Serviced Companion Loan, if applicable), subject to certain limitations.
Interest on Property Advances/Master Servicer and Special Servicer/Trustee	At Advance Rate.	when Advance is reimbursed	First from late payment charges and Default Interest on the related Mortgage Loan in excess of the regular interest rate, and then from general collections in the Collection Account (and custodial account with respect to a Serviced Companion Loan, if applicable), subject to certain limitations.
Reimbursement of P&I Advances/Master Servicer/Trustee	To the extent of funds available, the amount of any P&I Advances.	from time to time	Recoveries on the related Mortgage Loan or Serviced Companion Loan, or to the extent that the party making the advance determines it is nonrecoverable, from general collections in the Collection Account (and custodial account with respect to a Serviced Companion Loan, if applicable), subject to certain limitations.
Interest on P&I Advances/Master Servicer/Trustee	At Advance Rate.	when Advance is reimbursed	First from late payment charges and Default Interest on the related Mortgage Loan in excess of the regular interest rate, and then from general collections in the Collection Account (and custodial account with respect to a Serviced Companion Loan, if applicable), subject to certain limitations.
Expenses, including without limitation, Indemnification Expenses/Trustee, Certificate Administrator, Operating Advisor, Master Servicer and Special Servicer	Amounts for which the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer are entitled to indemnification or reimbursement.	per occurrence or time of claim	General collections in the Collection Account (and custodial account with respect to a Serviced Companion Loan, if applicable), subject to certain limitations, or the Distribution Account.
Expenses of the Issuing Entity not Advanced (may include environmental remediation, appraisals, expenses of operating REO Property and any independent contractor hired to operate REO Property)	Based on third party charges.	from time to time	First from income on the related REO Property, if applicable, and then from general collections in the Collection Account (and custodial account with respect to a Serviced Companion Loan, if applicable), subject to certain limitations.

Pursuant to the Pooling and Servicing Agreement, any successor Master Servicer or Special Servicer assuming the obligations of the Master Servicer or Special Servicer under the Pooling and Servicing Agreement generally will be entitled to the compensation to which the Master Servicer or the Special Servicer would have been entitled.  If no successor Master

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Servicer or Special Servicer can be obtained to perform such obligations for such compensation, additional amounts payable to such successor Master Servicer or Special Servicer will be treated as Realized Losses.  The Pooling and Servicing Agreement does not provide for any successor Trustee to receive compensation in excess of that paid to its predecessor Trustee.

Distribution of Available Funds.  On each Distribution Date, prior to the Crossover Date, the Available Funds for such Distribution Date will be distributed in the following amounts and order of priority:

First, to the Class A-1, Class A-2, Class A-3, Class A-SB, Class X-A and Class X-B Certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the respective Interest Accrual Amount for such Classes;

Second, to the Class A-1, Class A-2, Class A-3, Class A-SB, Class X-A and Class X-B Certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the respective aggregate unpaid Interest Shortfalls previously allocated to such Classes;

Third, to the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates, in reduction of the Certificate Balances thereof, in the following priority:

(1) to the Class A-SB Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of the Class A-SB Certificates has been reduced to the Planned Principal Balance as set forth on Annex A-3 for such Distribution Date;

(2) then,to the Class A-1 Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after distributions on the Class A-SB Certificates pursuant to clause (1) above) for such Distribution Date, until the Certificate Balance of the Class A-1 Certificates has been reduced to zero;

(3) then, to the Class A-2 Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after distributions on the Class A-1 and Class A-SB Certificates pursuant to clauses (1) and (2) above) for such Distribution Date, until the Certificate Balance of the Class A-2 Certificates has been reduced to zero;

(4) then, to the Class A-3 Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after distributions on the Class A-1, Class A-2 and Class A-SB Certificates pursuant to clauses (1), (2) and (3) above) for such Distribution Date, until the Certificate Balance of the Class A-3 Certificates has been reduced to zero; and

(5) then, to the Class A-SB Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after distributions on the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates pursuant to clauses (1), (2), (3) and (4) above) for such Distribution Date, until the Certificate Balance of the Class A-SB Certificates has been reduced to zero;

Fourth, to the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to, and pro rata based upon, the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Fifth, to the Class A-M Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Sixth, to the Class A-M Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

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Seventh, to the Class A-M Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Eighth, to the Class A-M Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Ninth, to the Class B Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Tenth, to the Class B Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Eleventh, to the Class B Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Twelfth, to the Class B Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Thirteenth, to the Class C Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Fourteenth, to the Class C Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Fifteenth, to the Class C Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Sixteenth, to the Class C Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Seventeenth, to the Class D Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Eighteenth, to the Class D Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Nineteenth, to the Class D Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Twentieth, to the Class D Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Twenty-first, to the Class E Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Twenty-second, to the Class E Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

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Twenty-third, to the Class E Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Twenty-fourth, to the Class E Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Twenty-fifth, to the Class F Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Twenty-sixth, to the Class F Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Twenty-seventh, to the Class F Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Twenty-eighth, to the Class F Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Twenty-ninth, to the Class G Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Thirtieth, to the Class G Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Thirty-first, to the Class G Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Thirty-second, to the Class G Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Thirty-third, to the Class H Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Thirty-fourth, to the Class H Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Thirty-fifth, to the Class H Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Thirty-sixth, to the Class H Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class; and

Thirty-seventh, to the Class R and Class LR Certificates as specified in the Pooling and Servicing Agreement.

All references to “pro rata” in the preceding clauses with respect to interest and Interest Shortfalls mean pro rata based upon the amount distributable pursuant to such clauses, with respect to distribution of principal other than for unreimbursed Realized Losses mean pro rata based on Certificate Balance, and with respect to distributions with respect to unreimbursed Realized Losses mean pro rata based on the amount of unreimbursed Realized Losses previously allocated to the applicable Classes.

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Notwithstanding the foregoing, on each Distribution Date occurring on or after the Crossover Date, regardless of the allocation of principal payments described in priority Third above, the Principal Distribution Amount for such Distribution Date will be distributed to the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the Certificate Balance of each such Class is reduced to zero.  The “Crossover Date” is the Distribution Date on which the Certificate Balance of each Class of Sequential Pay Certificates (other than the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates) is (or will be) reduced to zero.  None of the Class X-A or Class X-B Certificates will be entitled to any distribution of principal.

Distribution of Excess Interest

On each Distribution Date, the Certificate Administrator is required to distribute from the Class V Distribution Account any Excess Interest received with respect to any ARD Loan during the related Collection Period to the holders of the Class V Certificates.

Class A-SB Planned Principal Balance

On each Distribution Date, the Class A-SB Certificates have priority with respect to receiving distributions of principal to reduce the Class A-SB Certificate Balance to the Planned Principal Balance for such Distribution Date as described in “—Distributions of Available Funds” above.  The “Planned Principal Balance” for any Distribution Date is the balance shown for such Distribution Date in the table set forth in Annex A-3 to this prospectus supplement.  These balances were calculated using, among other things, the Modeling Assumptions.  Based on the Modeling Assumptions, the Certificate Balance of the Class A-SB Certificates on each Distribution Date would be reduced to the balance indicated for the related Distribution Date on Annex A-3.  We cannot assure you, however, that the Mortgage Loans will perform in conformity with the Modeling Assumptions or that the Certificate Balance of the Class A-SB Certificates on any Distribution Date will equal the balance that is specified for that Distribution Date on Annex A-3.  In general, once the Certificate Balances of the Class A-1, Class A-2 and Class A-3 Certificates have been reduced to zero, any remaining portion on any Distribution Date of the Principal Distribution Amount will be distributed to the Class A-SB Certificates until the Certificate Balance of the Class A-SB Certificates is reduced to zero.

Prepayment Premiums and Yield Maintenance Charges

On any Distribution Date, Prepayment Premiums and Yield Maintenance Charges collected in respect of Mortgage Loans during the related Collection Period will be required to be distributed by the Certificate Administrator to the holders of the Class A-1 through Class D Certificates in the following manner:  such holders will receive the product of (a) a fraction, not greater than one, the numerator of which is the amount of principal distributed to such Class on such Distribution Date and the denominator of which is the total amount of principal distributed to the holders of the Class A-1 through Class D Certificates on such Distribution Date; (b) the Base Interest Fraction for the related principal prepayment and such Class of Certificates; and (c) the aggregate amount of the Prepayment Premiums or the Yield Maintenance Charges, as applicable, collected on such principal prepayment during the related Collection Period.

Any Yield Maintenance Charges or Prepayment Premiums collected during the related Collection Period remaining after such distributions described in the preceding paragraph (the “IO Group YM Distribution Amount”) will be allocated in the following manner:

(a)           first, to the Class X-A Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the aggregate amount of principal distribution to the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-M Certificates on such Distribution Date and the denominator of which is the total Principal Distribution Amount in respect of such Distribution Date, multiplied by (b) the IO Group YM Distribution Amount; and

(b)           second,to the Class X-B Certificates, the IO Group YM Distribution Amount remaining after such distribution to the holders of the Class X-A Certificates described in (a) above.

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The “Base Interest Fraction” for any principal prepayment on any Mortgage Loan and for any of the Class A-1 through Class D Certificates will be a fraction (not greater than one) (a) whose numerator is the greater of zero and the amount, if any, by which (i) the Pass-Through Rate on such Class of Certificates exceeds (ii) the yield rate (as provided by the Master Servicer) used in calculating the Prepayment Premium or Yield Maintenance Charge, as applicable, with respect to such principal prepayment and (b) whose denominator is the amount, if any, by which (i) the Mortgage Rate on such Mortgage Loan exceeds (ii) the yield rate (as provided by the Master Servicer) used in calculating the Prepayment Premium or Yield Maintenance Charge, as applicable, with respect to such principal prepayment; provided, however, that if such yield rate is greater than or equal to the Mortgage Rate on such Mortgage Loan, then the Base Interest Fraction will be zero; provided, further, that if such yield rate is greater than or equal to the Mortgage Rate on such Mortgage Loan, but less than the Pass-Through Rate described in the clause (a)(i) above, then the Base Interest Fraction will be one.

The yield rate with respect to any prepaid Mortgage Loan will be equal to the yield rate stated in the relevant loan documents, or if none is stated, will be the yield rate, when compounded monthly, is equivalent to the yield, on the U.S. Treasury primary issue with a maturity date closest to the maturity date or Anticipated Repayment Date, as applicable, for the prepaid Mortgage Loan.  In the event that there are: (a) two or more U.S. Treasury issues with the same coupon, the issue with the lower yield will be selected and (b) two or more U.S. Treasury issues with maturity dates equally close to the maturity date or Anticipated Repayment Date, as applicable, for such prepaid Mortgage Loan, the issue with the earlier maturity date will be selected.

In the case of Serviced Loan Combinations, Prepayment Premiums or Yield Maintenance Charges actually collected in respect of such Loan Combination will be allocated in the proportions described in the applicable intercreditor agreement.  See “Description of the Mortgage Pool—Loan Combinations” in this prospectus supplement.

Application Priority of Mortgage Loan Collections or Loan Combination Collections

Absent express provisions in the related Mortgage Loan Documents (and, with respect to any Serviced Loan Combination, the related intercreditor agreement), all amounts collected by or on behalf of the Issuing Entity in respect of any Mortgage Loan in the form of payments from the related borrower, Liquidation Proceeds, condemnation proceeds or insurance proceeds (excluding, if applicable, in the case of a Serviced Loan Combination, any amounts payable to the holder of the related B Loan or Serviced Pari Passu Companion Loan pursuant to the related intercreditor agreement) will be deemed to be allocated for purposes of collecting amounts due under the Mortgage Loan, pursuant to the Pooling and Servicing Agreement, in the following order of priority:

First, as a recovery of any unreimbursed Advances with respect to the related Mortgage Loan and unpaid interest at the Advance Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the Issuing Entity;

Second, as a recovery of Nonrecoverable Advances and any interest at the Advance Rate on those Nonrecoverable Advances, to the extent previously allocated from principal collections with respect to the related Mortgage Loan;

Third, to the extent not previously allocated pursuant to clause First, as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (i) accrued and unpaid interest on such Mortgage Loan at the related Mortgage Rate to but not including the date of receipt by or on behalf of the Issuing Entity (or, in the case of a full Monthly Payment, through the related Due Date), over (ii) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to clause Fifth below on earlier dates);

Fourth, to the extent not previously allocated pursuant to clause First, as a recovery of principal of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan

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following a default thereunder (or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);

Fifth, as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause Fifth on earlier dates);

Sixth, as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items relating to such Mortgage Loan;

Seventh, as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;

Eighth, as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;

Ninth, as a recovery of any late payment charges, Default Interest and Excess Interest then due and owing under such Mortgage Loan;

Tenth, as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;

Eleventh, as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees); and

Twelfth, as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;

provided that, to the extent required under the REMIC provisions of the Code, payments or proceeds received with respect to any partial release of a Mortgaged Property at a time when the loan-to-value ratio of the related Mortgage Loan exceeds 125% must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted by such REMIC provisions.

Collections by or on behalf of the Issuing Entity in respect of any REO Property (exclusive of the amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of a Serviced Loan Combination, exclusive of any amounts payable to the holder of the related B Loan or Serviced Pari Passu Companion Loan, as applicable, pursuant to the related intercreditor agreement) will be deemed to be allocated for purposes of collecting amounts due under the Mortgage Loan, pursuant to the Pooling and Servicing Agreement, in the following order of priority:

First, as a recovery of any unreimbursed Advances with respect to the related Mortgage Loan and interest at the Advance Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Issuing Entity with respect to the related Mortgage Loan;

Second, as a recovery of Nonrecoverable Advances and any interest at the Advance Rate on those Nonrecoverable Advances, to the extent previously allocated from principal collections with respect to the related Mortgage Loan;

Third, to the extent not previously allocated pursuant to clause First, as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (i) accrued and unpaid interest on such Mortgage Loan at the related Mortgage Rate to but not including the Due Date in the Collection Period in which such collections were received, over (ii) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage

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Loan that have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have not been allocated as a recovery of accrued and unpaid interest pursuant to clause Fifth below on earlier dates);

Fourth, to the extent not previously allocated pursuant to clause First, as a recovery of principal of such Mortgage Loan to the extent of its entire unpaid principal balance;

Fifth, as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause Fifth on earlier dates);

Sixth, as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;

Seventh, as a recovery of any late payment charges, Default Interest and Excess Interest then due and owing under such Mortgage Loan;

Eighth, as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan; and

Ninth, as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees).

Assumed Final Distribution Date

The “Assumed Final Distribution Date” with respect to any Class of Offered Certificates is the Distribution Date on which the aggregate Certificate Balance or Notional Balance, as the case may be, of that Class of Certificates would be reduced to zero based on the assumptions set forth below.  The Assumed Final Distribution Date will in each case be as follows:

Class Designation	Assumed Final Distribution Date
Class A-1	January 2017
Class A-2	May 2017
Class A-3	May 2022
Class A-SB	January 2022
Class X-A	May 2022
Class A-M	May 2022
Class B	May 2022
Class C	May 2022

The Assumed Final Distribution Dates set forth above were calculated without regard to any delays in the collection of balloon payments and without regard to the events of delinquencies or defaults.  Accordingly, in the event of defaults on the Mortgage Loans, the actual final Distribution Date for one or more Classes of the Offered Certificates may be later, and could be substantially later, than the related Assumed Final Distribution Date(s).

In addition, the Assumed Final Distribution Dates set forth above were calculated on the basis of a 0% CPR and based on the Modeling Assumptions (as defined in this prospectus supplement under “Yield and Maturity Considerations—Weighted Average Life”).  Since the rate of payment (including prepayments) of the Mortgage Loans may exceed the scheduled rate of payments, and could exceed that scheduled rate by a substantial amount, the actual final Distribution Date for one or more Classes of the Certificates may be earlier, and could be substantially earlier, than the related Assumed Final Distribution Date.  The rate of payments (including prepayments) on the Mortgage Loans will depend on the characteristics of the Mortgage Loans, as well as on the prevailing level of interest rates and other economic factors, and we cannot assure you as to actual payment experience.  Finally, the Assumed  

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Distribution Dates were calculated assuming that there would not be an early termination of the Issuing Entity.

The Class V Certificates and the Residual Certificates will not have a Certificate Balance, a Notional Balance or an Assumed Final Distribution Date.

Realized Losses

The Certificate Balances of the Sequential Pay Certificates will be reduced without distribution on any Distribution Date to the extent of any Realized Loss allocated to the applicable Class on such Distribution Date.  As referred to in this prospectus supplement, “Realized Loss” with respect to any Distribution Date means the amount, if any, by which the aggregate Certificate Balance of the Sequential Pay Certificates after giving effect to distributions made on such Distribution Date exceeds the aggregate Stated Principal Balance of the Mortgage Loans (for purposes of this calculation only, the aggregate Stated Principal Balance will not be reduced by the amount of principal payments received on the Mortgage Loans that were used to reimburse the Master Servicer or the Trustee from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent those amounts are not otherwise determined to be Nonrecoverable Advances), immediately following the Determination Date preceding such Distribution Date.  Any such Realized Losses will be applied to the Classes of Sequential Pay Certificates in the following order, until the Certificate Balance of each such Class is reduced to zero: first, to the Class H Certificates, second, to the Class G Certificates, third, to the Class F Certificates, fourth, to the Class E Certificates, fifth, to the Class D Certificates, sixth, to the Class C Certificates, seventh, to the Class B Certificates, eighth, to the Class A-M Certificates, and finally, pro rata, to the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates, based on their respective Certificate Balances.  Any amounts recovered in respect of any such amounts previously allocated as Realized Losses will be distributed to the Classes of Sequential Pay Certificates in reverse order of allocation of such Realized Losses.  Shortfalls in Available Funds resulting from the following expenses will be allocated in the same manner as Realized Losses:

● interest on Advances (to the extent not covered by Default Interest and late payment fees);

● additional servicing compensation (including the Special Servicing Fee);

● extraordinary expenses of the Issuing Entity and other additional expenses of the Issuing Entity;

● a reduction of the interest rate of a Mortgage Loan by a bankruptcy court pursuant to a plan of reorganization or pursuant to any of its equitable powers; or

● a reduction in interest rate or a forgiveness of principal of a Mortgage Loan as described under “The Pooling and Servicing Agreement—Modifications” in this prospectus supplement or otherwise.

Net Prepayment Interest Shortfalls, as described under “—Prepayment Interest Shortfalls,” below, will be allocated to, and be deemed distributed to, each Class of Certificates (other than the Class V, Class R and Class LR Certificates), pro rata, based upon amounts distributable in respect of interest to each such Class (without giving effect to any such allocation of Net Prepayment Interest Shortfall).

The Notional Balance of the Class X-A Certificates will be reduced to the extent of all reductions in the Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-M Certificates included in the calculation of the Notional Balance of such Class of Certificates on the related Distribution Date, as set forth above, as a result of write-offs in respect of final recovery determinations in respect of liquidation of defaulted Mortgage Loans.  The Notional Balance of the Class X-B Certificates will be reduced to the extent of all reductions in the Certificate Balance of any of the Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates included in the calculation of the Notional Balance of such Class of Certificates on the related Distribution Date, as set forth above, as a result of write-offs in respect of final recovery determinations in respect of liquidation of defaulted Mortgage Loans.

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The “Stated Principal Balance” of each Mortgage Loan, Serviced Companion Loan or Serviced Loan Combination will generally equal the Cut-off Date Balance thereof (or in the case of a Replacement Mortgage Loan, the outstanding principal balance as of the related date of substitution and after application of all scheduled payments of principal and interest due on or before the related Due Date in the month of substitution, whether or not received), as reduced (to not less than zero) on each Distribution Date by (i) all payments or other collections (or P&I Advances in lieu thereof) of principal of such Mortgage Loan, Serviced Companion Loan or Serviced Loan Combination that have been distributed to the Certificateholders or Serviced Companion Loan noteholders on such Distribution Date or applied to any other payments required under the Pooling and Servicing Agreement on or prior to such Distribution Date and (ii) any principal forgiven by the Special Servicer (or with respect to any Non-Serviced Mortgage Loan, by the other applicable special servicer) and other principal losses realized in respect of such Mortgage Loan, Serviced Companion Loan or Serviced Loan Combination during the related Collection Period (or with respect to any Non-Serviced Mortgage Loan, other principal losses realized in respect of such Non-Serviced Mortgage Loan during the related Collection Period as determined in accordance with the terms of the related servicing agreement).

With respect to any Non-Serviced Mortgage Loan, any additional trust expenses under the servicing agreement governing such Non-Serviced Mortgage Loan that are similar to those expenses resulting in Realized Losses and that relate to such Non-Serviced Mortgage Loan are to be paid out of collections on, and other proceeds of, such Non-Serviced Mortgage Loan and the related Companion Loans, thereby potentially resulting in a loss to the Issuing Entity.

Prepayment Interest Shortfalls

For any Distribution Date, a “Prepayment Interest Shortfall” will arise with respect to any Mortgage Loan if (i) a borrower makes a Principal Prepayment in full or in part or a balloon payment during the related Collection Period or (ii) a prepayment due to receipt of insurance proceeds, Liquidation Proceeds or condemnation proceeds, as applicable, and the date such payment was made or amounts received (or, in the case of a balloon payment, the date through which interest thereon accrues) occurred after the Due Date in the calendar month preceding such Distribution Date but prior to the Due Date for such Mortgage Loan in the related Collection Period.  Such a shortfall arises because the amount of interest that accrues on the amount of such Principal Prepayment, the principal portion of a balloon payment or prepayment due to the receipt of insurance proceeds, Liquidation Proceeds or condemnation proceeds, as the case may be, will be less than the corresponding amount of interest accruing on the Regular Certificates, and fees payable to the Trustee, the Certificate Administrator, the Operating Advisor and the Master Servicer.  In such case, the Prepayment Interest Shortfall will generally equal the excess of (a) the aggregate amount of interest (excluding the Excess Interest) that would have accrued at the Net Mortgage Pass-Through Rate on the Stated Principal Balance of such Mortgage Loan for the one-month period ending on such Due Date if such Principal Prepayment, balloon payment or prepayment due to receipt of insurance proceeds, Liquidation Proceeds or condemnation proceeds had not been made over (b) the aggregate interest (including Excess Interest) that did so accrue (at the Net Mortgage Pass-Through Rate) through the date such payment was made.

In any case in which a Principal Prepayment in full or in part, a balloon payment or prepayment due to receipt of insurance proceeds, Liquidation Proceeds or condemnation proceeds is made during any Collection Period after the Due Date for a Mortgage Loan in the related Collection Period and on or prior

to the related Determination Date, a “Prepayment Interest Excess” will arise since the amount of interest (excluding the Excess Interest) which accrues on the amount of such Principal Prepayment, the principal portion of a balloon payment or prepayment due to receipt of insurance proceeds, Liquidation Proceeds or condemnation proceeds will exceed the corresponding amount of interest accruing on the Regular Certificates and fees payable to the Trustee, the Certificate Administrator, the Operating Advisor and the Master Servicer.

If, with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan, a Specially Serviced Loan or a previously Specially Serviced Loan with respect to which the Special Servicer has waived or amended the prepayment restrictions) the Master Servicer accepts a voluntary Principal 

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Prepayment (other than (i) in accordance with the terms of the related Mortgage Loan Documents, (ii) in connection with the payment of insurance proceeds or condemnation proceeds, (iii) subsequent to a default under the related Mortgage Loan Documents (provided that the Master Servicer reasonably believes that acceptance of such prepayment is consistent with the Servicing Standard), (iv) pursuant to applicable law or a court order, or (v) at the request of or with the consent of the Special Servicer or, for so long as no Control Termination Event has occurred and is continuing, the Directing Holder) resulting in a Prepayment Interest Shortfall, then that Master Servicer will be required to deliver to the Certificate Administrator for deposit in the Lower Tier Distribution Account, without any right of reimbursement therefor, a cash payment (the “Master Servicer Prepayment Interest Shortfall Amount”), in an amount equal to the lesser of (x) the aggregate amount of those Prepayment Interest Shortfalls incurred in connection with such voluntary Principal Prepayments received in respect of the Mortgage Loans serviced by it (other than a Specially Serviced Loan) during the related Collection Period, and (y) the aggregate of (A) the portion of its Master Servicing Fee that is being paid in such Collection Period with respect to the Mortgage Loans serviced by it (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) and (B) all Prepayment Interest Excess received during the related Collection Period on the Mortgage Loans (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) serviced by the Master Servicer.  The Master Servicer’s obligation to pay the Master Servicer Prepayment Interest Shortfall Amount, and the rights of the Certificateholders to offset of the aggregate Prepayment Interest Shortfalls against those amounts, will not be cumulative.

“Net Prepayment Interest Shortfall” means with respect to the Mortgage Loans serviced by the Master Servicer, the aggregate Prepayment Interest Shortfalls in excess of the Master Servicer Prepayment Interest Shortfall Amount.  The Net Prepayment Interest Shortfall will generally be allocated to each Class of Regular Certificates, pro rata, based on interest amounts distributable (without giving effect to any such allocation of Net Prepayment Interest Shortfall) to each such Class.

To the extent that the Prepayment Interest Excess for all Mortgage Loans serviced by the Master Servicer exceeds the Master Servicer Prepayment Interest Shortfall Amounts for all Mortgage Loans serviced by the Master Servicer as of any Distribution Date, such excess amount (the “Net Prepayment Interest Excess”) will be payable to the Master Servicer as additional compensation.

Subordination

As a means of providing a certain amount of protection to the holders of the Class A-1, Class A-2, Class A-3, Class A-SB, Class X-A and Class X-B Certificates against losses associated with delinquent and defaulted Mortgage Loans, the rights of the holders of the Class A-M, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates (collectively, the “Subordinate Certificates”) to receive distributions of interest and principal with respect to the Mortgage Loans, as applicable, will be subordinated to such rights of the holders of the Class A-1, Class A-2, Class A-3, Class A-SB, Class X-A and Class X-B Certificates.  Each Class of Subordinate Certificates (other than the Class H Certificates) will be likewise protected by the subordination of each Class of Certificates with a later alphabetical class designation.  This subordination will be effected in two ways: (i) by the preferential right of the holders of a Class of Regular Certificates to receive on any Distribution Date the amounts of interest and principal distributable in respect of such Class of Regular Certificates on such date prior to any distribution being made on such Distribution Date in respect of any Classes of Regular Certificates subordinate to such Class of Regular Certificates, and (ii) by the allocation of Realized Losses as described under

“Description of the Offered Certificates—Distributions—Realized Losses” above.  No other form of credit enhancement will be available for the benefit of the holders of the Offered Certificates.

Allocation of principal distributions to the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates will have the effect of reducing the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates at a proportionately faster rate than the rate at which the aggregate Stated Principal Balance of the Mortgage Pool will reduce.  Thus, as principal is distributed to the holders of the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates, the percentage interest in the Issuing Entity evidenced by the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates will be decreased (with a corresponding increase in the percentage interest in the Issuing Entity evidenced by the Subordinate 

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Certificates), thereby increasing, relative to their respective Certificate Balances, the subordination afforded the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates by the Subordinate Certificates.

Appraisal Reductions

With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination, on the first Distribution Date following the earliest of (i) the date on which such Mortgage Loan or Serviced Loan Combination becomes a Modified Mortgage Loan (as defined below), (ii) the 90th day following the occurrence of any uncured delinquency in Monthly Payments with respect to such Mortgage Loan or Serviced Loan Combination, (iii) receipt of notice that the related borrower has filed a bankruptcy petition or the date on which a receiver is appointed and continues in such capacity in respect of a Mortgaged Property securing such Mortgage Loan or Serviced Loan Combination or the 60th day after the related borrower becomes the subject of involuntary bankruptcy proceedings and such proceedings are not dismissed in respect of a Mortgaged Property securing such Mortgage Loan or Serviced Loan Combination, (iv) the date on which the Mortgaged Property securing such Mortgage Loan or Serviced Loan Combination becomes a Serviced REO Property, and (v) with respect to a Balloon Loan, a payment default shall have occurred with respect to the related balloon payment; provided, however, if (A) the related borrower is diligently seeking a refinancing commitment (and delivers a statement to that effect to the Master Servicer within thirty (30) days after the default, who shall promptly deliver a copy to the Special Servicer, the Operating Advisor and the Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing)), (B) the related borrower continues to make its Assumed Scheduled Payment, (C) no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan or Serviced Loan Combination, and (D) for so long as no Control Termination Event has occurred and is continuing, the Directing Holder consents, an Appraisal Reduction Event will not occur until sixty (60) days beyond the related maturity date, unless extended by the Special Servicer in accordance with the Mortgage Loan Documents or the Pooling and Servicing Agreement; and provided, further, if the related borrower has delivered to the Master Servicer, who shall have promptly delivered a copy to the Special Servicer, the Operating Advisor and the Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing), on or before the 60th day after the related maturity date, a refinancing commitment reasonably acceptable to the Special Servicer, and the borrower continues to make its Assumed Scheduled Payments (and no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan or Serviced Loan Combination), an Appraisal Reduction Event will not occur until the earlier of (1) one hundred twenty (120) days beyond the related maturity date (or extended maturity date) and (2) the termination of the refinancing commitment; (any of clauses (i), (ii), (iii), (iv) and (v), an “Appraisal Reduction Event”), an Appraisal Reduction Amount will be calculated.

The “Appraisal Reduction Amount” for any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination as to which an Appraisal Reduction Event has occurred will be an amount calculated by the Master Servicer (and if no Consultation Termination Event has occurred and is continuing in consultation with the Directing Holder, and, if a Control Termination Event has occurred and is continuing, in consultation with the Operating Advisor to the extent described under “The Pooling and Servicing Agreement—The Operating Advisor” in this prospectus supplement) by the first Determination Date following the date the Master Servicer receives from the Special Servicer the required appraisal or the Special Servicer’s Small Loan Appraisal Estimate (and thereafter by the first Determination Date following any change in the amounts set forth in the following equation) equal to the excess, if any, of (a) the Stated Principal Balance of such Mortgage Loan or Serviced Loan Combination over (b) the excess of (i) the sum of (A) 90% of the sum of the appraised values (net of any prior mortgage liens) of the related Mortgaged Properties securing such Mortgage Loan or Serviced Loan Combination as determined by Updated Appraisals obtained by the Special Servicer (the costs of which shall be paid by the Master Servicer as a Property Advance) minus any downward adjustments the Special Servicer deems appropriate in accordance with the Servicing Standard (without implying any duty to do so) based upon its review of the Appraisal and any other information it may deem appropriate or, in the case of Mortgage Loans or Serviced Loan Combinations having a Stated Principal Balance under $2,000,000, 90% of the sum of the Small Loan Appraisal Estimates of the related Mortgaged Properties, as described below, plus (B) all escrows and reserves  

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(other than escrows and reserves for taxes and insurance) plus (C) all insurance and casualty proceeds and condemnation awards that constitute collateral for the related Mortgage Loan or Serviced Loan Combination (whether paid or then payable by any insurance company or government authority) over (ii) the sum of (without duplication) (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest on such Mortgage Loan or Serviced Loan Combination at a per annum rate equal to the Mortgage Rate (or with respect to the applicable Serviced Loan Combination, the weighted average of its Mortgage Rates), (B) all unreimbursed Property Advances and the principal portion of all unreimbursed P&I Advances, and all unpaid interest on Advances at the Advance Rate in respect of such Mortgage Loan or Serviced Loan Combination, (C) any other unpaid additional expenses of the Issuing Entity in respect of such Mortgage Loan or Serviced Loan Combination and (D) all currently due and unpaid real estate taxes, ground rents and assessments and insurance premiums (net of any escrows or reserves therefor) that have not been the subject of an Advance by the Master Servicer or the Trustee, as applicable, and (E) all other amounts due and unpaid with respect to such Mortgage Loan or Serviced Loan Combination that, if not paid by the related borrower, would result in a shortfall in distributions to the Certificateholders, except for Prepayment Premiums and Yield Maintenance Charges payable due to an acceleration of such Mortgage Loan or Serviced Loan Combination following a default thereunder; provided, that if the Special Servicer has not received an appraisal, Updated Appraisal or Small Loan Appraisal Estimate within sixty (60) days after the Appraisal Reduction Event (or in the case of an Appraisal Reduction Event occurring by reason of clause (ii) of the definition thereof, within thirty (30) days of the Appraisal Reduction Event), the Appraisal Reduction Amount will be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or the applicable Serviced Loan Combination until an Updated Appraisal or Small Loan Appraisal Estimate is received and the Appraisal Reduction Amount is recalculated.

Notwithstanding the foregoing, within sixty (60) days after an Appraisal Reduction Event (or in the case of an Appraisal Reduction Event occurring by reason of clause (ii) of the definition thereof, within thirty (30) days of the Appraisal Reduction Event) (i) with respect to Mortgage Loans (other than a Non-Serviced Mortgage Loan) or an applicable Serviced Loan Combination having a Stated Principal Balance of $2,000,000 or higher, the Special Servicer will be required to order and use commercially reasonable efforts to obtain an Updated Appraisal, and (ii) for Mortgage Loans (other than a Non-Serviced Mortgage Loan) or an applicable Serviced Loan Combination having a Stated Principal Balance under $2,000,000, the Special Servicer will be required, at its option, (A) to provide its good faith estimate (a “Small Loan Appraisal Estimate”) of the value of the Mortgaged Properties within the same time period as an appraisal would otherwise be required and such Small Loan Appraisal Estimate will be used in lieu of an Updated Appraisal to calculate an Appraisal Reduction Amount for such Mortgage Loans or applicable Serviced Loan Combination, or (B) to order and use commercially reasonable efforts to obtain an Updated Appraisal.  On the first Distribution Date occurring on or after the delivery of such an Updated Appraisal or completion of such Small Loan Appraisal Estimate, as applicable, the Master Servicer will be required to adjust the Appraisal Reduction Amount to take into account such Updated Appraisal or Small Loan Appraisal Estimate, as applicable, obtained from the Special Servicer.

Other than with respect to a Non-Serviced Mortgage Loan, contemporaneously with the earliest of (i) the effective date of any modification of the maturity date or extended maturity date, Mortgage Rate, principal balance or amortization terms of any Mortgage Loan or Serviced Loan Combination or any other term thereof, any extension of the maturity date or extended maturity date of a Mortgage Loan or Serviced Loan Combination or consent to the release of any Mortgaged Property or REO Property from the lien of the related Mortgage other than pursuant to the terms of the Mortgage Loan or Serviced Loan Combination; (ii) the occurrence of an Appraisal Reduction Event; (iii) a default in the payment of a balloon payment for which an extension has not been granted; or (iv) the date on which the Special Servicer, consistent with the Servicing Standard, requests an Updated Appraisal, the Special Servicer will be required to use commercially reasonable efforts to obtain an Updated Appraisal (or a letter update for an existing appraisal which is less than two years old) of the Mortgaged Property or REO Property, as the case may be, from an independent MAI appraiser (an “Updated Appraisal”) or a Small Loan Appraisal Estimate, as applicable, in each case within 60 days of such request, provided that, the Special Servicer will not be required to obtain an Updated Appraisal or Small Loan Appraisal Estimate of any Mortgaged Property with respect to which there exists an appraisal or Small Loan Appraisal Estimate which is less  

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than 9 months old.  The Special Servicer will be required to update, every 9 months, each Small Loan Appraisal Estimate or Updated Appraisal for so long as the related Mortgage Loan or Serviced Loan Combination remains specially serviced.

Each Serviced Loan Combination will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with respect to the mortgage loans that comprise such Serviced Loan Combination.  Any appraisal reduction with respect to a Serviced Loan Combination will be allocated in accordance with the terms of the related intercreditor agreement.

In the event that an Appraisal Reduction Event occurs with respect to a Mortgage Loan, the amount to be advanced by the Master Servicer with respect to delinquent payments of interest for such Mortgage Loan will be reduced as described under “The Pooling and Servicing Agreement—Advances” in this prospectus supplement, which will have the effect of reducing the amount of interest available to the most subordinate Class of related Certificates then outstanding (i.e., in respect of the Mortgage Loans, first to the Class H Certificates, then to the Class G Certificates, then to the Class F Certificates, then to the Class E Certificates, then to the Class D Certificates, then to the Class C Certificates, then to the Class B Certificates, then to the Class A-M Certificates, and then, pro rata based on interest entitlements, to Class A-1, Class A-2, Class A-3, Class A-SB, Class X-A and Class X-B Certificates).

For purposes of determining the Controlling Class (and whether a Control Termination Event has occurred and is continuing) and determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer, Appraisal Reduction Amounts allocated to the Mortgage Loans will be allocated to each class of Sequential Pay Certificates in reverse sequential order to notionally reduce the Certificate Balances until the related Certificate Balance of each such class is reduced to zero (i.e., first to the Class H Certificates, then to the Class G Certificates, then to the Class F Certificates, then to the Class E Certificates, then to the Class D Certificates, then to the Class C Certificates, then to the Class B Certificates, then to the Class A-M Certificates, and then, pro rata based on interest entitlements, to the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates).  With respect to any Appraisal Reduction Amount calculated for purposes of determining the Controlling Class, the appraised value of the related Mortgaged Property will be determined on an “as-is” basis.

The holders of the majority (by Certificate Balance) of any Class of Certificates that is determined to no longer be the Controlling Class (such class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class will have the right, at their sole expense, to require the Special Servicer to order a second appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such holders, the “Requesting Holders”) and the Special Servicer is required to use its commercially reasonable efforts to obtain an appraisal from an MAI appraiser reasonably acceptable to the Special Servicer within sixty (60) days from receipt of the Requesting Holders’ written request.  Any Appraised-Out Class for which the Requesting Holders are challenging the Appraisal Reduction Amount determination will not exercise any rights of the Controlling Class until such time, if any, as such Class is reinstated as the Controlling Class and the rights of the Controlling Class will be exercised by the most senior Control Eligible Certificates, if any, during such period.

In addition, the Requesting Holders of any Appraised-Out Class will have the right, at their sole expense, to require the Special Servicer to order an additional appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at, or with regard to, the related Mortgaged Property or Mortgaged Properties that would have a material effect on its Appraised Value, and the Special Servicer is required to use reasonable efforts to obtain an appraisal from an MAI appraiser reasonably acceptable to the Special Servicer within 60 days from receipt of the Requesting Holders’ written request; provided, that the Special Servicer will not be required to obtain such appraisal if it determines in accordance with the Servicing Standard that no events at, or with regard to, the related Mortgaged Property or Mortgaged Properties have occurred that would have a material effect on the Appraised Value of the related Mortgaged Property or Mortgaged Properties.  The right of the holders of an Appraised-Out Class to require the Special Servicer to order an additional appraisal as described in this paragraph will be limited to no more frequently than once in any 9-month period with respect to any Mortgage Loan. 

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Upon receipt of an appraisal requested by holders of an Appraised-Out Class as described above, the Special Servicer will be required to determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted is required to direct the Master Servicer, and the Master Servicer will be required, to recalculate such Appraisal Reduction Amount based upon such additional appraisal.  If required by any such recalculation, the applicable Appraised-Out Class will be reinstated as the Controlling Class.

Appraisals that are permitted to be obtained by the Special Servicer at the request of holders of an Appraised-Out Class will be in addition to any appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or the Pooling and Servicing Agreement without regard to any appraisal requests made by any holder of an Appraised-Out Class.

No Appraisal Reduction Amount will exist as to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination or the related REO Property after the related Mortgage Loan or Serviced Loan Combination has been paid in full, liquidated, repurchased or otherwise removed from the Issuing Entity.  In addition, with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination as to which an Appraisal Reduction Event has occurred, such Mortgage Loan or Serviced Loan Combination will no longer be subject to the Appraisal Reduction Amount if (a) such Mortgage Loan or Serviced Loan Combination has become a Corrected Mortgage Loan (if a Servicing Transfer Event had occurred with respect to the related Mortgage Loan) and (b) no other Appraisal Reduction Event has occurred and is continuing.

An appraisal for any Mortgage Loan that has not been brought current for at least three consecutive months (or paid in full, liquidated, repurchased or otherwise disposed of) will be updated every 9 months for so long as an Appraisal Reduction Event exists.

Each Non-Serviced Mortgage Loan is subject to provisions in the related pooling and servicing agreement governing such mortgage loan relating to appraisal reductions that are substantially similar but not identical to the provisions set forth above.  The existence of an appraisal reduction in respect of a Non-Serviced Mortgage Loan will proportionately reduce the Master Servicer’s or the Trustee’s, as the case may be, obligation to make P&I Advances on the Non-Serviced Mortgage Loan and will generally have the effect of reducing the amount otherwise available for current distributions to the holders of the most subordinate Class or Classes of Certificates.  With respect to a Non-Serviced Mortgage Loan, the Appraisal Reduction Amount will be the amount calculated by the applicable servicer in accordance with and pursuant to the terms of the related pooling and servicing agreement.

A “Modified Mortgage Loan” is any Specially Serviced Loan which has been modified by the Special Servicer in a manner that:  (a) reduces or delays the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing current Monthly Payments with respect to such Mortgage Loan or Serviced Companion Loan); (b) except as expressly contemplated by the related Mortgage, results in a release of the lien of the Mortgage on any material portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount not less than the fair market value (as is) of the property to be released; or (c) in the reasonable good faith judgment of the Special Servicer, otherwise materially impairs the value of the security for such Mortgage Loan or Serviced Companion Loan or reduces the likelihood of timely payment of amounts due thereon.

Delivery, Form and Denomination

The Offered Certificates will be issuable in registered form, in minimum denominations of Certificate Balance or Notional Balance, as applicable, of (i) $10,000 with respect to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-M, Class B and Class C and multiples of $1 in excess thereof and (ii) $1,000,000 with respect to the Class X-A Certificates and in multiples of $1 in excess thereof.

The Offered Certificates will initially be represented by one or more global Certificates for each such Class registered in the name of the nominee of DTC.  The Depositor has been informed by DTC that DTC’s nominee will be Cede & Co.  No holder of an Offered Certificate will be entitled to receive a

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certificate issued in fully registered, certificated form (each, a “Definitive Certificate”) representing its interest in such Class, except under the limited circumstances described in the prospectus under “Description of the Certificates—Book-Entry Registration and Definitive Certificates.”  Unless and until Definitive Certificates are issued, all references to actions by holders of the Offered Certificates will refer to actions taken by DTC upon instructions received from holders of Offered Certificates through its participating organizations (together with Clearstream Banking Luxembourg, a division of Clearstream International, société anonyme (“Clearstream”) and Euroclear participating organizations, the “Participants”), and all references herein to payments, notices, reports, statements and other information to holders of Offered Certificates will refer to payments, notices, reports and statements to DTC or Cede & Co., as the registered holder of the Offered Certificates, for distribution to holders of Offered Certificates through its Participants in accordance with DTC procedures; provided, however, that to the extent the party responsible for distributing any report, statement or other information has been provided with the name of the beneficial owner of a Certificate (or the prospective transferee of such beneficial owner), such report, statement or other information will be provided to such beneficial owner (or prospective transferee).

Until Definitive Certificates are issued in respect of the Offered Certificates, interests in the Offered Certificates will be transferred on the book-entry records of DTC and its Participants.  The Certificate Administrator will initially serve as certificate registrar (in such capacity, the “Certificate Registrar”) for purposes of recording and otherwise providing for the registration of the Offered Certificates.

A “Certificateholder” under the Pooling and Servicing Agreement will be the person in whose name a Certificate is registered in the certificate register maintained pursuant to the Pooling and Servicing Agreement, except that solely for the purpose of giving any consent or taking any action pursuant to the Pooling and Servicing Agreement, any Certificate registered in the name of the Depositor, the Master Servicer, the Special Servicer, the Trustee (in its individual capacity), the Certificate Administrator, a manager of a Mortgaged Property, a borrower or any person known to a responsible officer of the Certificate Registrar to be affiliated with any such party will be deemed not to be outstanding and the Voting Rights to which it is entitled will not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent or take any such action has been obtained; provided, that (a) for purposes of obtaining the consent of Certificateholders to an amendment to the Pooling and Servicing Agreement, any Certificates beneficially owned by the Master Servicer, Special Servicer or Operating Advisor or an affiliate thereof will be deemed to be outstanding if such amendment does not relate to the increase in compensation  or material reduction in obligations of the Master Servicer, Special Servicer, Operating Advisor or affiliate thereof (other than solely in its capacity as Certificateholder), in which case such Certificates shall be deemed not to be outstanding; (b) subject to clause (c) below, for purposes of obtaining the consent of Certificateholders to any action proposed to be taken by the Special Servicer with respect to a Specially Serviced Loan, any Certificates beneficially owned by the Special Servicer or an affiliate thereof will be deemed not to be outstanding; (c) for the purpose of exercising its rights as a member of the Controlling Class or as the Directing Holder (if applicable), any Certificate beneficially owned by the Master Servicer, the Special Servicer or an affiliate thereof will be deemed outstanding; and (d) solely for purposes of providing or distributing any reports, statements or other information pursuant to the Pooling and Servicing Agreement, a Certificateholder will include any beneficial owner (or, subject to the execution of an Investor Certification, a prospective transferee of a beneficial owner) to the extent that the party required or permitted to provide or distribute such report, statement or other information has been provided with the name of such beneficial owner (or prospective transferee).  See “Description of the Certificates—Book-Entry Registration and Definitive Certificates” in the prospectus.

No Certificateholder will be a “Party in Interest” as described under 11 U.S.C. Section 1109(b) solely by virtue of its ownership of a Certificate.

Book-Entry Registration

Holders of Offered Certificates may hold their Certificates through DTC (in the United States) or Clearstream or Euroclear (in Europe) if they are Participants of such system, or indirectly through 

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organizations that are participants in such systems.  Clearstream and Euroclear will hold omnibus positions on behalf of the Clearstream Participants and the Euroclear Participants, respectively, through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositaries (collectively, the “Depositaries”) which in turn will hold such positions in customers’ securities accounts in the Depositaries’ names on the books of DTC.  DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to Section 17A of the Exchange Act.  DTC was created to hold securities for its Participants and to facilitate the clearance and settlement of securities transactions between Participants through electronic computerized book-entries, thereby eliminating the need for physical movement of certificates.  Participants include securities brokers and dealers, banks, trust companies and clearing corporations.  Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (“Indirect Participants”).

Transfers between DTC Participants will occur in accordance with DTC rules.  Transfers between Clearstream Participants and Euroclear Participants will occur in accordance with their applicable rules and operating procedures.  For additional information regarding clearance and settlement procedures for the Offered Certificates and for information with respect to tax documentation procedures relating to the Offered Certificates, see Annex C to this prospectus supplement.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly through Clearstream Participants or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its Depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures.  If the transaction complies with all relevant requirements, Euroclear or Clearstream, as the case may be, will then deliver instructions to the Depository to take action to effect final settlement on its behalf.

Because of time-zone differences, credits of securities in Clearstream or Euroclear as a result of a transaction with a DTC Participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and such credits or any transactions in such securities settled during such processing will be reported to the relevant Clearstream Participant or Euroclear Participant on such business day.  Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

The holders of Offered Certificates that are not Participants or Indirect Participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, Offered Certificates may do so only through Participants and Indirect Participants.  In addition, holders of Offered Certificates will receive all distributions of principal and interest from the Certificate Administrator through the Participants who in turn will receive them from DTC.  Under a book-entry format, holders of Offered Certificates may experience some delay in their receipt of payments, reports and notices, since such payments, reports and notices will be forwarded by the Certificate Administrator to Cede & Co., as nominee for DTC.  DTC will forward such payments, reports and notices to its Participants, which thereafter will forward them to Indirect Participants, Clearstream, Euroclear or holders of Offered Certificates.

Under the rules, regulations and procedures creating and affecting DTC and its operations (the “Rules”), DTC is required to make book-entry transfers of Offered Certificates among Participants on whose behalf it acts with respect to the Offered Certificates and to receive and transmit distributions of principal of, and interest on, the Offered Certificates.  Participants and Indirect Participants with which the holders of Offered Certificates have accounts with respect to the Offered Certificates similarly are required to make book-entry transfers and receive and transmit such payments on behalf of their respective holders of Offered Certificates.  Accordingly, although the holders of Offered Certificates will 

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not possess the Offered Certificates, the Rules provide a mechanism by which Participants will receive payments on Offered Certificates and will be able to transfer their interest.

Because DTC can only act on behalf of Participants, who in turn act on behalf of Indirect Participants and certain banks, the ability of a holder of Offered Certificates to pledge such Certificates to persons or entities that do not participate in the DTC system, or to otherwise act with respect to such Certificates, may be limited due to the lack of a physical certificate for such Certificates.

DTC has advised the Depositor that it will take any action permitted to be taken by a holder of an Offered Certificate under the Pooling and Servicing Agreement only at the direction of one or more Participants to whose accounts with DTC the Offered Certificates are credited.  DTC may take conflicting actions with respect to other undivided interests to the extent that such actions are taken on behalf of Participants whose holdings include such undivided interests.

Clearstream is incorporated under the laws of Luxembourg as a professional depository.  Clearstream holds securities for its participating organizations (“Clearstream Participants”) and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates.

Euroclear was created in 1968 to hold securities for participants of the Euroclear system (“Euroclear Participants”) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law (collectively, the “Terms and Conditions”).  The Terms and Conditions govern transfers of securities and cash within the Euroclear system, withdrawal of securities and cash from the Euroclear system, and receipts of payments with respect to securities in the Euroclear system.

Although DTC, Euroclear and Clearstream have implemented the foregoing procedures in order to facilitate transfers of interests in global certificates among Participants of DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to comply with such procedures, and such procedures may be discontinued at any time.  None of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer or the Underwriters will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective direct or indirect Participants of their respective obligations under the rules and procedures governing their operations.

The information herein concerning DTC, Clearstream and Euroclear and their book entry systems has been obtained by the Depositor from DTC, Clearstream and Euroclear and other sources that the Depositor believes to be reliable.

Definitive Certificates

Definitive Certificates will be delivered to beneficial owners of the Offered Certificates (“Certificate Owners”) (or their nominees) only if (i) DTC is no longer willing or able properly to discharge its responsibilities as depository with respect to the book-entry certificates, and the Depositor is unable to locate a qualified successor or (ii) the Depositor, at its sole option, elects to terminate the book-entry system through DTC with respect to some or all of any Class or Classes of Certificates.

Upon the occurrence of any of the events described in clauses (i) or (ii) in the immediately preceding paragraph, the Certificate Administrator is required to notify all affected Certificateholders (through DTC and related DTC Participants) of the availability through DTC of Definitive Certificates.  Upon delivery of Definitive Certificates, the Trustee, the Certificate Administrator, the Certificate Registrar and the Master Servicer will recognize the holders of such Definitive Certificates as holders under the Pooling and Servicing Agreement (“Holders”).  Distributions of principal and interest on the Definitive Certificates will 

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be made by the Certificate Administrator directly to Holders of Definitive Certificates in accordance with the procedures set forth in the Prospectus and the Pooling and Servicing Agreement.

Upon the occurrence of any of the events described in clauses (i) or (ii) of the second preceding paragraph, requests for transfer of Definitive Certificates will be required to be submitted directly to the Certificate Registrar in a form acceptable to the Certificate Registrar (such as the forms which will appear on the back of the certificate representing a Definitive Certificate), signed by the Holder or such Holder’s legal representative and accompanied by the Definitive Certificate or Certificates for which transfer is being requested.  The Certificate Administrator will be appointed as the initial Certificate Registrar.

Certificateholder Communication

Access to Certificateholders’ Names and Addresses

Upon the written request of any Certificateholder or Certificate Owner that has delivered an executed Investor Certification to the Certificate Administrator (a “Certifying Certificateholder”) or the Master Servicer, the Certificate Registrar will furnish or cause to be furnished to such requesting party a list of the names and addresses of the Certificateholders as of the most recent Record Date, at the expense of the requesting party.

Special Notices

Upon the written request of any Certifying Certificateholder, the Certificate Administrator will mail a special notice to all Certificateholders at their respective addresses appearing on the certificate register stating that the requesting Certificateholder wishes to be contacted by other Certificateholders, setting forth the relevant contact information and briefly stating the reason for the requested contact, at the expense of the requesting Certificateholder.  The Certificate Administrator will be entitled to reimbursement from the Certifying Certificateholder for the reasonable expenses of posting such special notices.

Retention of Certain Certificates by Affiliates of Transaction Parties

Affiliates of GACC, CCRE Lending, the Depositor, the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer may retain certain Classes of Certificates.  Any such party will have the right to dispose of such Certificates at any time.

YIELD AND MATURITY CONSIDERATIONS

Yield Considerations

General.  The yield on any Offered Certificate will depend on:  (i) the Pass-Through Rate in effect from time to time for that Certificate; (ii) the price paid for that Certificate and the rate and timing of payments of principal on that Certificate; and (iii) the aggregate amount of distributions on that Certificate.

Pass-Through Rate.  The Pass-Through Rate applicable to each Class of Offered Certificates for any Distribution Date will be the rate specified in the definition of the “Pass-Through Rate” in the “Description of the Offered Certificates—Distributions” in this prospectus supplement.  The yield on the Offered Certificates will be sensitive to changes in the relative composition of the Mortgage Loans as a result of scheduled amortization, voluntary prepayments, and liquidations of Mortgage Loans following default and repurchases of Mortgage Loans.  Losses or payments of principal on the Mortgage Loans with higher Net Mortgage Pass-Through Rates could result in a reduction in the Weighted Average Net Mortgage Pass-Through Rate, thereby, to the extent that the rate applicable to a particular Class of Offered Certificates is not a fixed rate, reducing the Pass-Through Rate on such Class of Offered Certificates. 

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See “Yield and Maturity Considerations” in the prospectus, “Description of the Offered Certificates” and “Description of the Mortgage Pool” in this prospectus supplement and “—Rate and Timing of Principal Payments” below.

Rate and Timing of Principal Payments.  The yield to holders of the Certificates will be affected by the rate and timing of principal payments on the Mortgage Loans (including Principal Prepayments on the Mortgage Loans resulting from both voluntary prepayments by the borrowers and involuntary liquidations).  The rate and timing of principal payments on the Mortgage Loans will in turn be affected by, among other things, the amortization schedules thereof or the dates on which balloon payments and the rate and timing of Principal Prepayments (including payments on the Anticipated Repayment Date for ARD Loans) and other unscheduled collections thereon (including for this purpose, collections made in connection with liquidations of Mortgage Loans due to defaults, casualties or condemnations affecting the Mortgaged Properties, or purchases of Mortgage Loans out of the Issuing Entity).  Prepayments and, assuming the respective stated maturity dates or Anticipated Repayment Dates thereof have not occurred, liquidations and purchases of the Mortgage Loans, will result in distributions on the Sequential Pay Certificates of amounts that otherwise would have been distributed over the remaining terms of the Mortgage Loans.  Defaults on the Mortgage Loans, particularly at or near their stated maturity dates, may result in significant delays in payments of principal on the Mortgage Loans (and, accordingly, on the Sequential Pay Certificates) while workouts are negotiated or foreclosures are completed.  See “The Pooling and Servicing Agreement—Amendment” and “—Modifications,” in this prospectus supplement and “Description of the Pooling Agreements—Realization Upon Defaulted Mortgage Loans” and “Certain Legal Aspects of the Mortgage Loans—Foreclosure” in the prospectus.  Because the rate of principal payments on the Mortgage Loans will depend on future events and a variety of factors (as described below), no assurance can be given as to such rate or the rate of Principal Prepayments in particular.  The Depositor is not aware of any relevant publicly available or authoritative statistics with respect to the historical prepayment experience of a large group of mortgage loans comparable to the Mortgage Loans.

See “Risk Factors—Risks Related to the Mortgage Loans—Borrower May Be Unable To Repay the Remaining Principal Balance on the Maturity Date or Anticipated Repayment Date” in this prospectus supplement.

In addition, although the borrowers under an ARD Loan may have certain incentives to prepay such ARD Loan on its Anticipated Repayment Date, the Depositor makes no assurance that any borrower will be able to prepay such ARD Loan on its Anticipated Repayment Date.  The failure of a borrower to prepay an ARD Loan on its Anticipated Repayment Date will not be an event of default under the terms of the related ARD Loan, and, pursuant to the terms of the Pooling and Servicing Agreement, neither the Master Servicer nor the Special Servicer will be permitted to take any enforcement action with respect to a borrower’s failure to pay Excess Interest, other than requests for collection, until the scheduled maturity of the respective ARD Loan; provided that the applicable Master Servicer or the Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents.  See “Risk Factors—Risks Related to the Mortgage Loan—Borrower May Be Unable To Repay the Remaining Principal Balance on the Maturity Date or Anticipated Repayment Date” in this prospectus supplement.

With respect to the Class A-SB Certificates, the extent to which the planned principal balances are achieved and the sensitivity of the Class A-SB Certificates to principal prepayments on the Mortgage Loans will depend in part on the period of time during which the Class A-1, Class A-2 and Class A-3 Certificates remain outstanding.  As such, the Class A-SB Certificates will become more sensitive to the rate of prepayments on the Mortgage Loans if the Class A-1, Class A-2 and Class A-3 Certificates are not outstanding.

The extent to which the yield to maturity of an Offered Certificate may vary from the anticipated yield will depend upon the degree to which such Certificate is purchased at a discount or premium and when, and to what degree, payments of principal on the Mortgage Loans are in turn distributed on or otherwise result in the reduction of the Certificate Balance of such Certificate.  An investor should consider, in the case of an Offered Certificate purchased at a discount, the risk that a slower than anticipated rate of principal payments on such Certificate could result in an actual yield to such investor that is lower than

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the anticipated yield and, in the case of an Offered Certificate purchased at a premium, the risk that a faster than anticipated rate of principal payments on such Certificate could result in an actual yield to such investor that is lower than the anticipated yield.  In general, the earlier a payment of principal is made on an Offered Certificate purchased at a discount or premium, the greater will be the effect on an investor’s yield to maturity.  As a result, the effect on an investor’s yield of principal payments on such investor’s Offered Certificates occurring at a rate higher (or lower) than the rate anticipated by the investor during any particular period would not be fully offset by a subsequent like reduction (or increase) in the rate of principal payments.

Losses and Shortfalls.  The yield to holders of the Offered Certificates will also depend on the extent to which the holders are required to bear the effects of any losses or shortfalls on the Mortgage Loans.  Except as described herein, losses and other shortfalls on the Mortgage Loans will generally be allocated to Class H, Class G, Class F, Class E, Class D, Class C, Class B and Class A-M Certificates, in that order, reducing amounts otherwise payable to each class, and any remaining losses will then be allocated to the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates and, with respect to interest losses only, the Class X-A and Class X-B Certificates based on their respective entitlements pro rata.  Further, any Net Prepayment Interest Shortfall for each Distribution Date will be allocated on such Distribution Date among each Class of Certificates, pro rata, in accordance with the respective Interest Accrual Amounts for each such Class of Certificates for such Distribution Date (without giving effect to any such allocation of Net Prepayment Interest Shortfall).

Certain Relevant Factors.  The rate and timing of principal payments and defaults and the severity of losses on the Mortgage Loans may be affected by a number of factors, including, without limitation, prevailing interest rates, the terms of the Mortgage Loans (for example, Prepayment Premiums, prepayment lock-out periods, amortization terms that require balloon payments), the demographics and relative economic vitality of the areas in which the Mortgaged Properties are located and the general supply and demand for comparable residential and/or commercial space in such areas, the quality of management of the Mortgaged Properties, the servicing of the Mortgage Loans, possible changes in tax laws and other opportunities for investment. See “Risk Factors” and “Description of the Mortgage Pool” in this prospectus supplement and “Risk Factors” and “Yield and Maturity Considerations—Yield and Prepayment Considerations” in the prospectus.

The rate of prepayment on a Mortgage Loan is likely to be affected by prevailing market interest rates for mortgage loans of a comparable type, term and risk level.  When the prevailing market interest rate is below a mortgage coupon, a borrower may have an increased incentive to refinance its mortgage loan.  If a Mortgage Loan is not in a Lock-Out Period, the Prepayment Premium or Yield Maintenance Charge, if any, in respect of such Mortgage Loan may not be sufficient economic disincentive to prevent the related borrower from voluntarily prepaying the Mortgage Loan as part of a refinancing thereof.  See “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans” in this prospectus supplement.

The yield on any Class of Certificates whose Pass-Through Rate is affected by the Weighted Average Net Mortgage Pass-Through Rate could also be adversely affected if Mortgage Loans with higher interest rates pay faster than the Mortgage Loans with lower interest rates, since those Classes bear interest at a rate limited by, equal to, or based on the weighted average of the net mortgage interest rates on the Mortgage Loans.  The Pass-Through Rates on such Certificates may be limited by, equal to, or based on the weighted average of the net mortgage interest rates on the Mortgage Loans even if principal prepayments do not occur.

Delay in Payment of Distributions.  Because monthly distributions will not be made to Certificateholders until a date that is scheduled to be at least fourteen days following the end of the related Interest Accrual Period, the effective yield to the holders of the Offered Certificates will be lower than the yield that would otherwise be produced by the applicable Pass-Through Rates and purchase prices (assuming such prices did not account for such delay).

Unpaid Interest.  As described under “Description of the Offered Certificates—Distributions” in this prospectus supplement, if the portion of the Available Funds to be distributed in respect of interest on any

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Class of Offered Certificates on any Distribution Date is less than the respective Interest Accrual Amount for such Class, the shortfall will be distributable to holders of such Class of Certificates on subsequent Distribution Dates, to the extent of available funds.  Any such shortfall will not bear interest, however, and will therefore negatively affect the yield to maturity of such Class of Certificates for so long as it is outstanding.

Weighted Average Life

The weighted average life of a Sequential Pay Certificate refers to the average amount of time that will elapse from the date of its issuance until each dollar allocable to principal of such Certificate is distributed to the investor.  For purposes of this prospectus supplement, the weighted average life of a Sequential Pay Certificate is determined by (i) multiplying the amount of each principal distribution thereon by the number of years from the Closing Date to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the reductions in the Certificate Balance of such Certificate.  Accordingly, the weighted average life of any such Certificate will be influenced by, among other things, the rate at which principal of the Mortgage Loans is paid or otherwise collected or advanced and the extent to which such payments, collections or advances of principal are in turn applied in reduction of the Certificate Balance of the Class of Certificates to which such Certificate belongs.  If the balloon payment on a Balloon Loan having a Due Date after the Determination Date in any month is received on the stated maturity date thereof, the excess of such payment over the related Assumed Scheduled Payment will not be included in the Available Funds until the Distribution Date in the following month.  Therefore, the weighted average life of the Sequential Pay Certificates may be extended.

Prepayments on mortgage loans may be measured by a prepayment standard or model.  The model used in this prospectus supplement is the Constant Prepayment Rate (“CPR”) model.  The CPR model assumes that a group of mortgage loans experiences prepayments each month at a specified constant annual rate.  As used in each of the following sets of tables with respect to any particular Class, the column headed “0%” assumes that none of the Mortgage Loans is prepaid before maturity or, with respect to any ARD Loan, the Anticipated Repayment Date.  The columns headed “25%,” “50%,” “75%,” and “100%” assume that no prepayments are made on any Mortgage Loan during such Mortgage Loan’s Lock-Out Period, Defeasance Period, Yield Maintenance Period or Prepayment Premium Lock-Out Period, in each case if any, and are otherwise made on each of the Mortgage Loans at the indicated CPR percentages.  There is no assurance, however, that prepayments of the Mortgage Loans (whether or not in a Lock-Out Period, Defeasance Period, Yield Maintenance Period or Prepayment Premium Lock-Out Period) will conform to any particular CPR percentages, and no representation is made that the Mortgage Loans will prepay in accordance with the assumptions at any of the CPR percentages shown or at any other particular prepayment rate, that all the Mortgage Loans will prepay in accordance with the assumptions at the same rate or that Mortgage Loans that are in a Lock-Out Period, Defeasance Period, Yield Maintenance Period or Prepayment Premium Lock-Out Period will not prepay as a result of involuntary liquidations upon default or otherwise.

The tables set forth on Annex D to this prospectus supplement indicate the percentage of the initial Certificate Balance of each Class of Offered Certificates that would be outstanding after the Distribution Date in each of the months shown at the indicated CPR percentages and the corresponding weighted average life of each such Class of Certificates.  The tables have been prepared on the basis of the information set forth in this prospectus supplement under “Description of the Mortgage Pool—Additional Mortgage Loan Information” and on Annex A-1 to this prospectus supplement and the following assumptions (collectively, the “Modeling Assumptions”):

(a)        the initial Certificate Balance, Notional Balance and the Pass-Through Rate for each Class of Certificates are as set forth in this prospectus supplement;

(b)        the scheduled Monthly Payments for each Mortgage Loan are based on such Mortgage Loan’s Cut-off Date Balance, stated monthly principal and interest payments, and the Mortgage Rate in effect as of the Cut-off Date for such Mortgage Loan;

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(c)        all scheduled Monthly Payments (including balloon payments) are assumed to be timely received on the first day of each month commencing in June 2012;

(d)        there are no delinquencies or losses in respect of the Mortgage Loans, there are no extensions of maturity in respect of the Mortgage Loans, there are no Appraisal Reduction Amounts applied to the Mortgage Loans, there are no casualties or condemnations affecting the Mortgaged Properties and no holdback amounts are applied to reduce the principal balance of any Mortgage Loan;

(e)        prepayments are made on each of the Mortgage Loans at the indicated CPR percentages set forth in the table (without regard to any limitations in such Mortgage Loans on partial voluntary principal prepayments) except to the extent modified below by the assumption lettered (l);

(f)         all Mortgage Loans accrue interest under the method specified in Annex A-1 to this prospectus supplement.  See “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans” in this prospectus supplement;

(g)        no party exercises its right of optional termination described in this prospectus supplement and no party that is entitled to under the Pooling and Servicing Agreement will exercise its option to purchase all of the Mortgage Loans and thereby cause an early termination of the Issuing Entity;

(h)        no Mortgage Loan will be repurchased by the related Mortgage Loan Seller for a breach of a representation or warranty or a document defect in the mortgage file and no purchase option holder (permitted to buy out a Mortgage Loan under the related Mortgage Loan Documents, any intercreditor agreement, any co-lender agreement or the Pooling and Servicing Agreement) will exercise its option to purchase such Mortgage Loan;

(i)         no Prepayment Interest Shortfalls are incurred and no Prepayment Premiums or Yield Maintenance Charges are collected;

(j)         there are no additional expenses of the Issuing Entity;

(k)        distributions on the Certificates are made on the 15th calendar day in each month, commencing in June 2012;

(l)         no prepayments are received as to any Mortgage Loan during such Mortgage Loan’s Lock-Out Period, if any, Defeasance Period, if any, or Yield Maintenance Period, if any or Prepayment Premium Lock-Out Period, if any;

(m)       the Closing Date is May 30, 2012;

(n)        each ARD Loan is paid in full on its Anticipated Repayment Date;

(o)        with respect to each Mortgage Loan, the primary servicing fee, the Master Servicing Fee, the Trustee/Certificate Administrator Fee and the Operating Advisor Fee accrue on the same basis as interest accrues on such Mortgage Loan and with respect to each Non-Serviced Mortgage Loan, separate servicing fees as set forth in the related servicing agreement are calculated on the same basis as interest accrues on the related Loan Combination; and

(p)        the Mortgage Loan identified on Annex A-1 to this prospectus supplement as RiverTown Crossings Mall, representing approximately 5.9% of the Initial Outstanding Pool Balance, amortizes based on the amortization schedule attached to this prospectus supplement as Annex H.

To the extent that the Mortgage Loans have characteristics or experience performance that differs from those assumed in preparing the tables set forth in Annex D to this prospectus supplement, the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-M, Class B and Class C Certificates may mature earlier or later than indicated by the tables.  It is highly unlikely that the Mortgage Loans will prepay or

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perform in accordance with the Modeling Assumptions at any constant rate until maturity or that all the Mortgage Loans will prepay in accordance with the Modeling Assumptions or at the same rate.  In particular, certain of the Mortgage Loans may not permit voluntary partial Principal Prepayments or may permit the application of certain holdback amounts as a repayment of principal if certain conditions are not satisfied.  In addition, variations in the actual prepayment experience and the balance of the specific Mortgage Loans that prepay may increase or decrease the percentages of initial Certificate Balances (and weighted average lives) shown in the tables set forth on Annex D to this prospectus supplement.  Such variations may occur even if the average prepayment experience of the Mortgage Loans were to equal any of the specified CPR percentages.  In addition, there can be no assurance that the actual pre-tax yields on, or any other payment characteristics of, any Class of Offered Certificates will correspond to any of the information shown in the yield tables in this prospectus supplement, or that the aggregate purchase prices of the Offered Certificates will be as assumed.  Accordingly, investors must make their own decisions as to the appropriate assumptions (including prepayment assumptions) to be used in deciding whether to purchase the Offered Certificates.

Investors are urged to conduct their own analyses of the rates at which the Mortgage Loans may be expected to prepay.

Based on the Modeling Assumptions, the tables set forth in Annex D to this prospectus supplement indicate the resulting weighted average lives of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-M, Class B and Class C Certificates and set forth the percentage of the initial Certificate Balance of each such Class of Certificates that would be outstanding after the Closing Date and each of the Distribution Dates shown under the applicable assumptions at the indicated CPR percentages.

Certain Price/Yield Tables

The tables set forth on Annex E to this prospectus supplement show the corporate bond equivalent (“CBE”) yield, and weighted average life in years with respect to each Class of Offered Certificates.

The yields set forth on the tables set forth on Annex E to this prospectus supplement were calculated by determining the monthly discount rates which, when applied to the assumed stream of cash flows to be paid on each Class of Certificates, would cause the discounted present value of such assumed stream of cash flows as of May 30, 2012 to equal the assumed purchase prices, plus accrued interest at the applicable Pass-Through Rate as stated on the cover of this prospectus supplement from and including May 1, 2012 to but excluding the Closing Date, and converting such monthly rates to semi-annual corporate bond equivalent rates.  Such calculation does not take into account variations that may occur in the interest rates at which investors may be able to reinvest funds received by them as reductions of the Certificate Balances of such Classes of Certificates and consequently does not purport to reflect the return on any investment in such Classes of Certificates when such reinvestment rates are considered.  Purchase prices are interpreted as a percentage of the initial Certificate Balance of the specified Class and are exclusive of accrued interest.

Yield Sensitivity of the Class X-A Certificates

The yield to maturity of the Class X-A Certificates will be especially sensitive to the prepayment, repurchase, default and loss experience on the related Mortgage Loans, which prepayment, repurchase, default and loss experience may fluctuate significantly from time to time.  A rapid rate of principal payments will have a material negative effect in varying degrees on the yield to maturity of the Class X-A Certificates.  There can be no assurance that the Mortgage Loans will prepay at any particular rate.  Prospective investors in the Class X-A Certificates should fully consider the associated risks, including the risk that such investors may not fully recover their initial investment.

The table corresponding to the Class X-A Certificates set forth on Annex E to this prospectus supplement indicates the sensitivity of the pre-tax yield to maturity on such class of the certificates to various CPR percentages on the related Mortgage Loans by projecting the monthly aggregate payments of interest on such Class of Certificates and computing the corresponding pre-tax yields to maturity on a corporate bond equivalent basis, based on the Modeling Assumptions.  It was further assumed that the

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purchase price of such Class of Certificates is as specified in the related table interpreted as a percentage of the initial Notional Balance (without accrued interest).  Any differences between such assumptions and the actual characteristics and performance of the related Mortgage Loans and of such Class of Certificates may result in yields being different from those shown in such table.  Discrepancies between assumed and actual characteristics and performance underscore the hypothetical nature of the table, which is provided only to give a general sense of the sensitivity of yields in varying prepayment scenarios.

The pre-tax yields set forth in the table corresponding to the Class X-A Certificates set forth on Annex E to this prospectus supplement were calculated by determining the monthly discount rates that, when applied to the assumed streams of cash flows to be paid on such Class of Certificates, would cause the discounted present value of such assumed stream of cash flows as of May 30, 2012 to equal the assumed aggregate purchase price plus accrued interest at the initial Pass-Through Rate for such Class of Certificates from and including May 1, 2012 to but excluding the Closing Date, and by converting such monthly rates to semi-annual corporate bond equivalent rates.  Such calculation does not take into account shortfalls in the collection of interest due to prepayments (or other liquidations) of the Mortgage Loans or the interest rates at which investors may be able to reinvest funds received by them as distributions on such Class of Certificates (and accordingly does not purport to reflect the return on any investment in such Class of Certificates when such reinvestment rates are considered).

Notwithstanding the assumed prepayment rates reflected in the table corresponding to the Class X-A Certificates set forth on Annex E to this prospectus supplement, it is highly unlikely that the Mortgage Loans will be prepaid according to one particular pattern.  For this reason, and because the timing of cash flows is critical to determining yields, the pre-tax yield to maturity on such Class of Certificates is likely to differ from those shown in such table, even if all of the related Mortgage Loans prepay at the indicated CPR percentages over any given time period or over the entire life of the Certificates.

There can be no assurance that the Mortgage Loans will prepay in accordance with the Modeling Assumptions at any particular rate or that the yield on the Class X-A Certificates will conform to the yields described in this prospectus supplement.  Investors are encouraged to make their investment decisions based on the determinations as to anticipated rates of prepayment under a variety of scenarios.  Investors in the Class X-A Certificates should fully consider the risk that a rapid rate of prepayments on the related Mortgage Loans could result in the failure of such investors to fully recover their investments.

In addition, holders of any of the Class X-A Certificates generally have rights to relatively larger portions of interest payments on the related Mortgage Loans with higher Mortgage Rates; thus, the yield on such Class of Certificates will be materially and adversely affected if the Mortgage Loans with higher Mortgage Rates prepay faster than the Mortgage Loans with lower Mortgage Rates.

THE POOLING AND SERVICING AGREEMENT

General

The Certificates will be issued pursuant to a Pooling and Servicing Agreement, to be dated as of May 1, 2012 (the “Pooling and Servicing Agreement”), entered into by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor.

Reference is made to the prospectus for important information in addition to that set forth in this prospectus supplement regarding the terms of the Pooling and Servicing Agreement and the terms and conditions of the Offered Certificates.   The Certificate Administrator will make an electronic copy of the Pooling and Servicing Agreement available to prospective or actual holders of Offered Certificates on its website.

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Special Note Regarding the Crossgates Mall Loan Combination

As to particular servicing matters, the discussion under this heading ‘‘The Pooling and Servicing Agreement” is applicable with respect to the Crossgates Mall Loan Combination only while the Pooling and Servicing Agreement governs the servicing of the Crossgates Mall Loan Combination (i.e., prior to the Crossgates Mall Note A-1A Securitization Date).  As described under ‘‘Risk Factors—Risks Related to Conflicts of Interest—The Servicing of the Crossgates Mall Loan Combination Will Shift to Others” in this prospectus supplement, on and after the Crossgates Mall Note A-1A Securitization Date, the Crossgates Mall Loan Combination will be serviced pursuant to the Crossgates Mall Pooling and Servicing Agreement, and the provisions of the Crossgates Mall Pooling and Servicing Agreement may be different than the terms of the Pooling and Servicing Agreement, although the loan combination will still need to be serviced in compliance with the requirements of the related intercreditor agreement, which are described under “Description of the Mortgage Pool—Loan Combinations—The Crossgates Mall Loan Combination” in this prospectus supplement.

Servicing of the Mortgage Loans; Collection of Payments

The Pooling and Servicing Agreement requires the Master Servicer (with respect to the Mortgage Loans (other than any Non-Serviced Mortgage Loans) and the Serviced Loan Combinations that are not Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans (other than any Non-Serviced Mortgage Loans) and Serviced REO Loans) (in each case, directly or through one or more sub-servicers) to diligently service and administer the applicable Mortgage Loans (other than any Non-Serviced Mortgage Loans, which will be serviced pursuant to separate servicing agreements), Serviced Loan Combinations, Specially Serviced Loans and Serviced REO Loans for which each is responsible, in the best interests of and for the benefit of the Certificateholders and, with respect to each applicable Serviced Loan Combination, for the benefit of the holders of the related Serviced Companion Loans (as a collective whole as if such Certificateholders and Serviced Companion Loan holders constituted a single lender, but giving due consideration to the subordinate nature of any related B Loan as determined by the Master Servicer or the Special Servicer, as applicable, in the exercise of its reasonable judgment) in accordance with applicable law, the terms of the Pooling and Servicing Agreement, the applicable Mortgage Loan Documents, the related intercreditor agreement, if any, and, to the extent consistent with the foregoing, in accordance with the higher of the following standards of care:

● the same manner in which, and with the same care, skill, prudence and diligence with which such servicer services and administers similar mortgage loans for other third party portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional commercial and multifamily mortgage loan servicers servicing their own mortgage loans with a view to the timely recovery of all payments of principal and interest under the applicable Mortgage Loans or Serviced Loan Combinations or, in the case of Defaulted Mortgage Loans, the maximization of timely recovery of principal and interest on a net present value basis on the applicable Mortgage Loans or Serviced Loan Combinations, and the best interests of the Issuing Entity and the Certificateholders and, with respect to any applicable Serviced Loan Combination, the holders of any related Serviced Companion Loan (as a collective whole as if such Certificateholders and Serviced Companion Loan holders constituted a single lender, but giving due consideration to the subordinate nature of any related B Loan as determined by such servicer in its reasonable judgment), taking into account the costs to Certificateholders or Serviced Companion Loan holders of any Master Servicer or Special Servicer compensation; and

● the same care, skill, prudence and diligence with which such servicer services and administers commercial and multifamily mortgage loans owned, if any, by it with a view to the timely recovery of all payments of principal and interest under the applicable Mortgage Loans or Serviced Loan Combinations or, in the case of Defaulted Mortgage Loans, the maximization of timely recovery of principal and interest on a net present value basis on the applicable Mortgage Loans or Serviced Loan Combinations, and the best interests of the Issuing Entity and the Certificateholders and, with respect to any applicable Serviced Loan Combination, the holders of any related Serviced Companion Loan (as a collective whole as if such Certificateholders and Serviced Companion

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Loan holders constituted a single lender, but giving due consideration to the subordinate nature of any related B Loan as determined by such servicer in its reasonable judgment), taking into account the costs to Certificateholders or Serviced Companion Loan holders of any Master Servicer or Special Servicer compensation, but without regard to any potential conflict of interest arising from:

1. any relationship that such servicer or any affiliate of it, may have with the related borrower, any Mortgage Loan Seller, any other party to the Pooling and Servicing Agreement or any affiliate of any of the foregoing;

2. the ownership of any Certificate, any Companion Loan or any mezzanine loan related to a Mortgage Loan by such servicer or any affiliate of it;

3. the Master Servicer’s obligation to make Advances;

4. such servicer’s right to receive compensation for its services under the Pooling and Servicing Agreement or with respect to any particular transaction;

5. the ownership, servicing or management for others of any other mortgage loans or mortgaged properties by such servicer or any affiliate of such servicer, as applicable;

6. any debt that such servicer or any affiliate of such servicer, as applicable, has extended to any borrower or an affiliate of any borrower (including, without limitation, any mezzanine financing); and

7. any obligation of the Master Servicer, or an affiliate thereof, to repurchase or substitute for a Mortgage Loan as Mortgage Loan Seller (if the Master Servicer or any affiliate thereof is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing Standard”).

For a description of the servicing of the Crossgates Mall Mortgage Loan and the RiverTown Crossings Mall Mortgage Loan see “—Servicing of the Non-Serviced Mortgage Loans” below and “Description of the Mortgage Pool—Loan Combinations” in this prospectus supplement.

The Master Servicer and the Special Servicer are permitted, at their own expense, to employ subservicers, contractors, agents or attorneys in performing any of their respective obligations under the Pooling and Servicing Agreement, but will not thereby be relieved of any such obligation, and will be responsible for the acts and omissions of any such subservicers, agents or attorneys.  Notwithstanding the foregoing, the Special Servicer will not be permitted to enter into any sub-servicing agreement which provides for the performance by third parties of any or all of its obligations under the Pooling and Servicing Agreement without, for so long as no Control Termination Event has occurred and is continuing, the consent of the Directing Holder, except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.

The Pooling and Servicing Agreement provides that neither the Master Servicer, the Special Servicer nor any of their respective affiliates, directors, officers, employees, members, managers or agents will have any liability to the Issuing Entity or the Certificateholders for taking any action or refraining from taking any action in good faith pursuant to the Pooling and Servicing Agreement, or for errors in judgment.  The foregoing provision would not protect either of the Master Servicer or the Special Servicer against any breach of its representations or warranties in the Pooling and Servicing Agreement or any liability by reason of willful misconduct, bad faith, fraud or negligence (or by reason of any specific liability imposed under the Pooling and Servicing Agreement for a breach of the Servicing Standard) in the performance of its duties or by reason of its negligent disregard of obligations or duties under the Pooling and Servicing Agreement.

The Pooling and Servicing Agreement requires the Master Servicer or the Special Servicer, as applicable, to make reasonable efforts to collect all payments called for under the terms and provisions of

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the Mortgage Loans (other than any Non-Serviced Mortgage Loans) and the Serviced Companion Loansand to follow the Servicing Standard with respect to such collection procedures.  Consistent with the above, the Master Servicer or the Special Servicer may, in its discretion, waive any late payment fee or default interest in connection with any delinquent Monthly Payment or balloon payment with respect to any Mortgage Loan or Serviced Companion Loan it is servicing.

All net present value calculations and determinations made under the Pooling and Servicing Agreement with respect to any Mortgage Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard” set forth above) will be made in accordance with the Mortgage Loan Documents or, in the event the Mortgage Loan Documents are silent, by using a discount rate appropriate for the type of cash flows being discounted; namely (i) for principal and interest payments on the Mortgage Loan, B Loan or Serviced Companion Loan or sale of a Defaulted Mortgage Loan, the higher of (1) the rate determined by the Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the borrowers on similar non-defaulted debt of the borrowers as of such date of determination, (2) the Mortgage Rate and (3) the yield on 10-year U.S. treasuries and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent appraisal (or Updated Appraisal).

The Directing Holder

For so long as no Control Termination Event has occurred and is continuing, the Directing Holder will be entitled to advise (1) the Special Servicer, with respect to all Specially Serviced Loans, (2) the Special Servicer, with respect to non-Specially Serviced Loans, as to all matters for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and (3) the Special Servicer, with respect to all Mortgage Loans for which an extension of maturity is being considered by the Special Servicer or by the Master Servicer, subject to consent or deemed consent of the Special Servicer.

Neither the Master Servicer nor the Special Servicer will be required to take or to refrain from taking any action pursuant to instructions from the Directing Holder, or due to any failure to approve an action by the Directing Holder, or due to an objection by the Directing Holder that would (1) cause either the Master Servicer or the Special Servicer to violate applicable law, the related Mortgage Loan Documents, the Pooling and Servicing Agreement (including the Servicing Standard), any related intercreditor agreements or the REMIC provisions of the Code or (2) expose the Master Servicer, the Special Servicer, the Paying Agent, the Issuing Entity, the Certificate Administrator or the Trustee to liability, or materially expand the scope of the Special Servicer’s responsibilities under the Pooling and Servicing Agreement.

Except as otherwise described in the succeeding paragraphs below, (a) the Master Servicer will not be permitted to take any of the following actions unless it has obtained the consent of the Special Servicer and (b) for so long as no Control Termination Event has occurred and is continuing, the Special Servicer will not be permitted to consent to the Master Servicer’s taking any of the following actions, nor will the Special Servicer itself be permitted to take any of the following actions, as to which the Directing Holder has objected in writing within ten (or thirty with respect to clause (j) below) business days after receipt of the written recommendation and analysis (provided that if such written objection has not been received by the Special Servicer within the ten-day (or thirty-day) period, the Directing Holder will be deemed to have approved such action) (each of the following, a “Major Decision”):

(a)        any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties securing such of the Mortgage Loans or Serviced Loan Combinations as come into and continue in default;

(b)        any modification, consent to a modification or waiver of any monetary term (other than late payment charges or Default Interest) or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Mortgage Loan or Serviced Loan Combination or any extension of the maturity date of any Mortgage Loan or Serviced Loan Combination;

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(c)        any sale of a Defaulted Mortgage Loan or REO Property (other than in connection with the termination of the Issuing Entity as described under “The Pooling and Servicing Agreement—Optional Termination” in this prospectus supplement) for less than the applicable Repurchase Price;

(d)        any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous material located at an REO Property;

(e)        any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Loan Combination or any consent to either of the foregoing, other than as required pursuant to the specific terms of the related Mortgage Loan or Serviced Loan Combination and for which there is no material lender discretion;

(f)         any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan or Serviced Loan Combination or any consent to such a waiver or consent to a transfer of the Mortgaged Property or interests in the borrower or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be effected without the consent of the lender under the related loan agreement;

(g)        any property management company changes (with respect to a Mortgage Loan or Serviced Loan Combination with a Stated Principal Balance greater than $2,500,000) or franchise changes (with respect to a Mortgage Loan or Serviced Loan Combination for which the lender is required to consent or approve under the Mortgage Loan Documents);

(h)        releases of any escrow accounts, reserve accounts or letters of credit held as performance escrows or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan or Serviced Loan Combination and for which there is no material lender discretion;

(i)         any acceptance of an assumption agreement releasing a borrower from liability under a Mortgage Loan or Serviced Loan Combination other than pursuant to the specific terms of such Mortgage Loan or Serviced Loan Combination and for which there is no lender discretion;

(j)         any determination of an Acceptable Insurance Default;

(k)        the determination of the Special Servicer pursuant to clause (iii) or clause (vii) of the definition of “Specially Serviced Loan”;

(l)         following a default or an event of default with respect to a Mortgage Loan (or Loan Combination), any initiation of judicial, bankruptcy or similar proceedings under the related Mortgage Loan Documents or with respect to the related mortgagor or Mortgaged Property; and

(m)       any modification, waiver or amendment of an intercreditor agreement, co-lender agreement, participation agreement or similar agreement with any mezzanine lender, holder of a Companion Loan or other subordinate debt holder related to a Mortgage Loan (or Loan Combination), or an action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the holders of the Control Eligible Certificates;

provided that if the Master Servicer or the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders and, with respect to any applicable Serviced Loan Combination, the holders of any related Serviced Companion Loan (as a collective whole as if such Certificateholders and Serviced Companion Loan holders constituted a single lender (and, with respect to any Serviced Loan Combination with a related B Loan, taking into account the subordinate nature of such B Loan)) and the Special Servicer has made a reasonable effort to contact the Directing Holder, the Master Servicer or the Special Servicer, as the case may be, may take any such action without waiting for the Directing Holder’s response.

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If a Control Termination Event has occurred and is continuing, but for so long as no Consultation Termination Event has occurred and is continuing, the Special Servicer will not be required to obtain the consent of the Directing Holder for any of the foregoing actions but will be required to consult with the Directing Holder in connection with any Major Decision (or any other matter for which the consent of the Directing Holder would have been required or for which the Directing Holder would have the right to direct the Master Servicer or the Special Servicer if no Control Termination Event had occurred and was continuing) and to consider alternative actions recommended by the Directing Holder.  Such consultation will not be binding on the Special Servicer.

With respect to each Mortgage Loan, if a Control Termination Event has occurred and is continuing (and without regard to the occurrence and continuance of a Consultation Termination Event), the Special Servicer will be required to consult with the Operating Advisor in connection with any Major Decision and to consider alternative actions recommended by the Operating Advisor.  Such consultation will not be binding on the Special Servicer.

With respect to each Non-Serviced Mortgage Loan, the Controlling Class Representative may have certain non-binding consultation rights with respect to the servicing of the related Loan Combination as provided in the related intercreditor agreement.  The Operating Advisor will not be entitled to any consultation rights or similar rights of a “non-controlling noteholder” (or similar term) under the related intercreditor agreement. See “Description of the Mortgage Pool—Loan Combinations” in this prospectus supplement.

The “Directing Holder” means:

(a)        with respect to any Mortgage Loan (other than with respect to any Serviced Loan Combination or any Non-Serviced Loan Combination), the Controlling Class Representative; and

(b)        with respect to any Serviced Loan Combination (including the Crossgates Mall Loan Combination prior to the Crossgates Mall Note A-1A Securitization Date), the related Loan-Specific Directing Holder.

The initial Directing Holder for the Mortgage Loans (other than any Non-Serviced Mortgage Loan) is expected to be Eightfold Real Estate Capital Fund II, L.P.  The Directing Holder will be responsible for its own expenses.

“Loan-Specific Directing Holder“ means, with respect to any Mortgage Loan or Serviced Loan Combination, the “Controlling Holder”, the “Directing Holder”, “Directing Lender” or any analogous concept under the related intercreditor agreement.  Prior to the Crossgates Mall Note A-1A Securitization Date, the “directing holder” with respect to the Crossgates Mall Loan Combination will be the only Loan-Specific Directing Holder related to the Issuing Entity.  On and after the Crossgates Mall Note A-1A Securitization Date, there will be no Loan-Specific Directing Holder related to the Issuing Entity.

At any time more than 50% of the Percentage Interest of the Controlling Class Certificateholders direct the Certificate Administrator in writing to hold an election for a Controlling Class Representative, the Certificate Administrator is required to hold such election as soon as practicable at the expense of such requesting Certificateholders.

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

The initial Controlling Class Representative will be Eightfold Real Estate Capital Fund II, L.P., and the Certificate Registrar and the other parties to the Pooling and Servicing Agreement will be entitled to

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assume that entity or any successor Controlling Class Representative selected thereby and notified to the Certificate Registrar in writing is the Controlling Class Representative on behalf of Eightfold Real Estate Capital Fund II, L.P., as holder (or beneficial owner) of each Class of Control Eligible Certificates, until the Certificate Registrar receives (a) notice of a replacement Controlling Class Representative from a majority of the Controlling Class Certificateholders by Certificate Balance or (b) notice that Eightfold Real Estate Capital Fund II, L.P. is no longer the holder (or beneficial owner) of a majority of the applicable Class of Control Eligible Certificates due to a transfer of those Certificates (or a beneficial ownership interest in those Certificates).

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

The “Controlling Class” will be as of any time of determination the most subordinate class of Control Eligible Certificates then outstanding that has an aggregate Certificate Balance, as notionally reduced by any Appraisal Reduction Amounts allocable to such class, at least equal to 25% of the initial Certificate Balance of that Class or if no class of Control Eligible Certificates meets the preceding requirement, the Class E Certificates.  The Controlling Class as of the Closing Date will be the Class H Certificates.

A “Consultation Termination Event” will occur with respect to any Mortgage Loan at any date on which no Class of Control Eligible Certificates exists that has a Certificate Balance that is at least equal to 25% of the initial Certificate Balance of that Class; provided, that prior to the Crossgates Mall Note A-1A Securitization Date, no Consultation Termination Event may occur with respect to the Loan-Specific Directing Holder related to the Crossgates Mall Loan Combination and the term “Consultation Termination Event” shall not be applicable to the Loan-Specific Directing Holder related to the Crossgates Mall Loan Combination.

If a Consultation Termination Event has occurred and is continuing, the Directing Holder will have no consultation or consent rights under the Pooling and Servicing Agreement and will have no right to receive any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Holder.  However, the Directing Holder will maintain the right to exercise its Voting Rights for the same purposes as any other Certificateholder under the Pooling and Servicing Agreement.

The Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee may request that the Certificate Registrar determine which Class of Certificates is the then-current Controlling Class and the Certificate Registrar must thereafter provide such information to the requesting party.  The Master Servicer, Special Servicer, Trustee or Operating Advisor may also request that the Certificate Administrator provide, and the Certificate Administrator must so provide (1) to the extent reasonably available, a list of the holders (or beneficial owners, if applicable) of the Controlling Class and (2) confirmation as to whether a Control Termination Event or Consultation Termination Event has occurred in the 12 months preceding any such request or any other period specified in such request. Any expenses incurred in connection with obtaining the information described in clause (1) above will be at the expense of the requesting party, except that if (i) such expenses arise in connection with an event as to which the Directing Holder (or Controlling Class Representative) has review, consent or consultation rights with respect to an action taken by, or report prepared by, the requesting party pursuant to the Pooling and Servicing Agreement and (ii) the requesting party has not been notified of the identity of the Directing Holder (or Controlling Class Representative) or reasonably believes that the identity of the Directing Holder (or Controlling Class Representative) has changed, then such expenses will be at the expense of the Issuing Entity.  The Master Servicer, Special Servicer, the Trustee and the Operating Advisor may each rely on any such list so provided.

The “Control Eligible Certificates” will be any of the Class E, Class F, Class G and Class H Certificates.

A “Control Termination Event” will occur with respect to any Mortgage Loan at any date on which no Class of Control Eligible Certificates exists that has a Certificate Balance (as notionally reduced by any

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Appraisal Reduction Amounts allocable to such class) that is at least equal to 25% of the initial Certificate Balance of that Class; provided, that prior to the Crossgates Mall Note A-1A Securitization Date, no Control Termination Event may occur with respect to the Loan-Specific Directing Holder related to the Crossgates Mall Loan Combination and the term “Control Termination Event” shall not be applicable to the Loan-Specific Directing Holder related to the Crossgates Mall Loan Combination.

If a Control Termination Event has occurred and is continuing, the Directing Holder will have no right to consent to any action taken or not taken by any party to the Pooling and Servicing Agreement, but if no Consultation Termination Event has occurred and is continuing, the Directing Holder will remain entitled to receive any notices, reports or information to which it is entitled pursuant to the Pooling and Servicing Agreement, and the Master Servicer, Special Servicer and any other applicable party will be required consult with the Directing Holder in connection with any action to be taken or refrained from taking to the extent set forth in the Pooling and Servicing Agreement.

The Directing Holder has certain rights to remove and replace the Special Servicer as described under “The Servicers—Replacement of the Special Servicer” in this prospectus supplement.

Each Certificateholder and beneficial owner of a Control Eligible Certificate is deemed to have agreed by virtue of its purchase of such Certificate (or beneficial ownership interest in such Certificate) to provide its name and address to the Certificate Registrar and to notify the Certificate Registrar of the transfer of any Control Eligible Certificate (or the beneficial ownership of any Control Eligible Certificate), the selection of a Controlling Class Representative or the resignation or removal of a Controlling Class Representative.  Any such Certificateholder (or beneficial owner) or its designee at any time appointed Controlling Class Representative is deemed to have agreed by virtue of its purchase of a Control Eligible Certificate (or the beneficial ownership interest in a Control Eligible Certificate) to notify the Certificate Registrar when such Certificateholder (or beneficial owner) or designee is appointed Controlling Class Representative and when it is removed or resigns.  Upon receipt of such notice, the Certificate Registrar will be required to notify the Special Servicer, the Master Servicer, the Certificate Administrator and the Trustee of the identity of the Controlling Class Representative, any resignation or removal of the Controlling Class Representative and/or any new holder or beneficial owner of a Control Eligible Certificate.

Limitation on Liability of Directing Holder

The Directing Holder will not be liable to the Issuing Entity, any party to the Pooling and Servicing Agreement, the Certificateholders or any other person for any action taken, or for refraining from the taking of any action or for errors in judgment.  However, the Directing Holder will not be protected against any liability to the Controlling Class Certificateholders that would otherwise be imposed by reason of willful misfeasance, or bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties.

Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that the Directing Holder:

(a)        may have special relationships and interests that conflict with those of holders of one or more Classes of Certificates or Companion Loan noteholders;

(b)        may act solely in the interests of the holders of the Controlling Class (or in the case of a Loan Combination, the holders of any related Companion Loan);

(c)        does not have any liability or duties to the holders of any Class of Certificates (other than the Controlling Class);

(d)        may take actions that favor the interests of one or more Classes of the Certificates including the Holders of the Controlling Class (or, in the case of a Loan Combination, one or more Companion Loan noteholders) over the interests of the Holders of one or more Classes of Certificates and other Companion Loan noteholders; and

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(e)        will have no liability whatsoever to any Certificateholder (other than to a Controlling Class Certificateholder, to the extent the Controlling Class Representative is the Directing Holder), the Issuing Entity or any Companion Loan noteholder, any party to the Pooling and Servicing Agreement or any other person (including any borrower under a Mortgage Loan) for having so acted as set forth in clauses (a) through (d) above, and no Certificateholder or Companion Loan noteholder may take any action whatsoever against the Directing Holder or any director, officer, employee, agent or principal thereof for having so acted.

The taking of, or refraining from taking, any action by the Master Servicer or the Special Servicer in accordance with the direction of or approval of the Directing Holder, which does not violate any law or the Servicing Standard or the provisions of the Pooling and Servicing Agreement or any intercreditor agreements, will not result in any liability on the part of the Master Servicer or the Special Servicer.

The Operating Advisor

General

The Operating Advisor will act solely as a contracting party to the extent described in this prospectus supplement and as set forth under the Pooling and Servicing Agreement, will have no fiduciary duty, will have no other duty except with respect to its specific obligations under the Pooling and Servicing Agreement, and will have no duty or liability to any particular Class of Certificates or any Certificateholder.  The Operating Advisor will not be charged with changing the outcome on any particular Specially Serviced Loan.  By purchasing a Certificate, Certificateholders acknowledge and agree that there could be multiple strategies to resolve any Specially Serviced Loan and that the goal of the Operating Advisor’s participation is to provide additional oversight relating to the Special Servicer’s compliance with the Servicing Standard in making its determinations as to which strategy to execute.  Potential investors should note that the Operating Advisor is not an “advisor” for any purpose other than as specifically set forth in the Pooling and Servicing Agreement and is not an advisor to any person, including without limitation any Certificateholder.  See “Risk Factors—Risks Related to the Offered Certificates—Risks Relating to Lack of Certificateholder Control Over the Issuing Entity” in this prospectus supplement.

Role of Operating Advisor While No Control Termination Event Has Occurred and Is Continuing

With respect to each Mortgage Loan, unless a Control Termination Event has occurred and is continuing, the Operating Advisor’s obligations will be limited to the following, and generally will not involve an assessment of specific actions of the Special Servicer:

(a)        reviewing information available to Privileged Persons on the Certificate Administrator’s website that is relevant to the Operating Advisor’s obligations under the Pooling and Servicing Agreement;

(b)        reviewing each Final Asset Status Report; and

(c)        reviewing any Appraisal Reduction Amount and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan (after they have been finalized); however the Operating Advisor may not opine on, or otherwise call into question, such Appraisal Reduction Amount calculations and/or net present value calculations (except that if the Operating Advisor discovers a mathematical error contained in such calculations, then the Operating Advisor will be required to notify the Special Servicer and the Controlling Class Representative of such error).

The Operating Advisor will have no specific involvement with respect to collateral substitutions, assignments, workouts, modifications, consents, waivers, insurance policies, borrower substitutions, lease changes and other similar actions that the Special Servicer may perform under the Pooling and Servicing Agreement and will have no obligations with respect to any Non-Serviced Mortgage Loan or the Crossgates Mall Mortgage Loan.

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Role of Operating Advisor While a Control Termination Event Has Occurred and Is Continuing

With respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan or the Crossgates Mall Mortgage Loan), while a Control Termination Event has occurred and is continuing, the Operating Advisor’s obligations will consist of the following:

(a)        the Operating Advisor will be required to consult (on a non-binding basis) with the Special Servicer in accordance with the Operating Advisor Standard with respect to Major Decisions as described under “—The Directing Holder” and “—Special Servicing—Asset Status Report” in this prospectus supplement;

(b)        the Operating Advisor will be required in connection with the preparation of the Operating Advisor’s annual report to generally review the Special Servicer’s operational practices in respect of Specially Serviced Loans to formulate an opinion as to whether or not those operational practices generally satisfy the Servicing Standard with respect to the resolution and/or liquidation of the Specially Serviced Loans, each in accordance with the Operating Advisor Standard, as described under “—Annual Report” below;

(c)        the Operating Advisor will be required to promptly recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with: (1) any Appraisal Reduction Amount or (2) net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan prior to utilization by the Special Servicer.  In connection with the foregoing,

(i)          after the calculation but prior to the utilization by the Special Servicer, the Special Servicer will be required to deliver the foregoing calculations together with information and support materials (including such additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Information) to the Operating Advisor;

(ii)         if the Operating Advisor does not agree with the mathematical calculations or the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and Special Servicer will be required to consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement; and

(iii)        if the Operating Advisor and Special Servicer are not able to resolve such matters, the Operating Advisor will be required to promptly notify the Certificate Administrator and the Certificate Administrator will be required to determine which calculation is to apply;

(d)        the Operating Advisor will be required to prepare an annual report (if any Mortgage Loans (other than any Non-Serviced Mortgage Loan or the Crossgates Mall Mortgage Loan) were Specially Serviced Loans during the prior calendar year) to be provided to the Trustee, the Master Servicer, the Rating Agencies, the Certificate Administrator (and made available through the Certificate Administrator’s website) and the 17g-5 Information Provider (and made available through the 17g-5 Information Provider’s website), as described below.

The Operating Advisor will be required to keep all Privileged Information confidential and may not disclose such Privileged Information to any person (including Certificateholders other than the Controlling Class Representative), other than (1) to the extent expressly required by the Pooling and Servicing Agreement, to the other parties to the Pooling and Servicing Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception.  Each party to the Pooling and Servicing Agreement that received Privileged Information from the Operating Advisor with a notice stating that such information is Privileged Information may not disclose such Privileged

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Information to any person without the prior written consent of the Special Servicer, the Controlling Class Representative and the Directing Holder other than pursuant to a Privileged Information Exception.

The ability to perform the duties of the Operating Advisor and the quality and the depth of any annual report will be dependent upon the timely receipt of information required to be delivered to the Operating Advisor and the accuracy and the completeness of such information.  It is possible that the lack of access to Privileged Information may limit or prohibit the Operating Advisor from performing its duties under the Pooling and Servicing Agreement and the Operating Advisor will not be subject to liability arising from its lack of access to Privileged Information.

The “Operating Advisor Standard” means the Operating Advisor is required to act solely on behalf of the Issuing Entity and in the best interest of, and for the benefit of, the Certificateholders (as a collective whole as if such Certificateholders constituted a single lender), and not to any particular Class of Certificateholders (as determined by the Operating Advisor in the exercise of its good faith and reasonable judgment).

“Privileged Information” means (i) any correspondence or other communications between the Directing Holder and the Special Servicer related to any Specially Serviced Loan or the exercise of the consent or consultation rights of a Directing Holder under the Pooling and Servicing Agreement or any related intercreditor agreement, (ii) any strategically sensitive information that the Special Servicer has reasonably determined could compromise the Issuing Entity’s position in any ongoing or future negotiations with the related borrower or other interested party, and (iii) information subject to attorney-client privilege.

“Privileged Information Exception” means, with respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Operating Advisor, as evidenced by an opinion of counsel delivered to each of the Special Servicer, the Directing Holder with respect to such Mortgage Loan, the Certificate Administrator and the Trustee), required by law to disclose such information.

A “Final Asset Status Report” with respect to any Specially Serviced Loan, means each related Asset Status Report, together with such other data or supporting information provided by the Special Servicer to the Directing Holder, which does not include any communication (other than the related Asset Status Report) between the Special Servicer and the Directing Holder with respect to such Specially Serviced Loan; provided that no Asset Status Report will be considered to be a Final Asset Status Report unless, if no Control Termination Event has occurred and is continuing, the Directing Holder has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval or consent in respect of such action, or has been deemed to approve or consent to such action or the Asset Status Report is otherwise implemented by the Special Servicer in accordance with the terms of the Pooling and Servicing Agreement.

Annual Report

With respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan or the Crossgates Mall Mortgage Loan), if a Control Termination Event has occurred and is continuing, based on the Operating Advisor’s review of any annual compliance statement, Assessment of Compliance (as defined in the prospectus), Attestation Report (as defined in the prospectus), Asset Status Report and other information (other than any communications between the Directing Holder and the Special Servicer that would be Privileged Information) delivered to the Operating Advisor by the Special Servicer, the Operating Advisor (if any Mortgage Loans (other than any Non-Serviced Mortgage Loan or the Crossgates Mall Mortgage Loan) were Specially Serviced Loans during the prior calendar year) will prepare an annual report to be provided to the Master Servicer, the Trustee, the Rating Agencies, the

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Certificate Administrator (and made available through the Certificate Administrator’s website) and the 17g-5 Information Provider (and made available through the 17g-5 Information Provider’s website) setting forth its assessment of the Special Servicer’s performance of its duties under the Pooling and Servicing Agreement on a platform-level basis with respect to the resolution and liquidation of Specially Serviced Loans during the prior calendar year.

The Special Servicer and the Directing Holder (for so long as no Consultation Termination Event has occurred and is continuing), must be given an opportunity to review any annual report produced by the Operating Advisor at least 5 business days prior to its delivery to the Trustee and the Certificate Administrator; provided, that the Operating Advisor shall have no obligation to consider any comments to such annual report that are provided by the Special Servicer or Directing Holder, as applicable.

In each such annual report, the Operating Advisor, based on its review conducted in accordance with the Pooling and Servicing Agreement, will identify any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under the Pooling and Servicing Agreement with respect to the resolution and liquidation of Specially Serviced Loans.  Each annual report will be required to comply with the confidentiality requirements described in this prospectus supplement regarding Privileged Information and as otherwise set forth in the Pooling and Servicing Agreement.

Replacement of the Special Servicer

With respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan or the Crossgates Mall Mortgage Loan), after the occurrence of a Consultation Termination Event, if the Operating Advisor determines that the Special Servicer is not performing its duties as required under the Pooling and Servicing Agreement or is otherwise not acting in accordance with the Servicing Standard, the Operating Advisor may recommend the replacement of the Special Servicer in the manner described in “The Servicers—Replacement of the Special Servicer” in this prospectus supplement.

Operating Advisor Termination Events

The following constitute Operating Advisor termination events under the Pooling and Servicing Agreement (each, an “Operating Advisor Termination Event”), whether any such event is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:

(a)        any failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material breach of its representations or warranties under the Pooling and Servicing Agreement, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure is given to the Operating Advisor by any party to the Pooling and Servicing Agreement or to the Operating Advisor, the Certificate Administrator and the Trustee by the holders of Certificates having greater than 25% of the aggregate Voting Rights; provided, that with respect to any such failure which is not curable within such 30-day period, the Operating Advisor will have an additional cure period of 30 days to effect such cure so long as it has commenced to cure such failure within the initial 30-day period and has provided the Trustee and the Certificate Administrator with an officer’s certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;

(b)        any failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure continues unremedied for a period of 30 days;

(c)        any failure by the Operating Advisor to be an Eligible Operating Advisor, which failure continues unremedied for a period of 30 days;

(d)        a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up

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or liquidation of its affairs, shall have been entered against the Operating Advisor, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days;

(e)        the Operating Advisor consents to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the Operating Advisor or of or relating to all or substantially all of its property; or

(f)         the Operating Advisor admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations.

Upon receipt by the Certificate Administrator of notice of the occurrence of any Operating Advisor Termination Event, the Certificate Administrator will be required to promptly provide written notice to all Certificateholders electronically by posting such notice on its internet website and by mail, unless such Operating Advisor Termination Event has been remedied.

“Eligible Operating Advisor” means an institution (i) that is the special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by S&P, Fitch, Moody’s, Morningstar, Kroll Bond Rating Agency, Inc. (“KBRA”) or DBRS (including, in the case of Pentalpha Surveillance LLC, this transaction) but has not been special servicer on a transaction for which Fitch orMoody’s has qualified, downgraded or withdrawn its rating or ratings of, one or more class of certificates for such transaction citing servicing concerns with the special servicer as the sole or material factor in such rating action, (ii) that can and will make the representations and warranties set forth in the Pooling and Servicing Agreement, (iii) that is not the Depositor, the Special Servicer, a Sponsor, the Controlling Class Representative, the Directing Holder or an affiliate of the Depositor, the Special Servicer, a Mortgage Loan Seller, the Controlling Class Representative or the Directing Holder and (iv) that has not been paid by any Special Servicer or successor Special Servicer any fees, compensation or other remuneration (x) in respect of its obligations under the Pooling and Servicing Agreement or (y) for the appointment or recommendation for replacement of a successor Special Servicer to become the Special Servicer.

Rights upon Operating Advisor Termination Event

If an Operating Advisor Termination Event occurs then, and in each and every such case, so long as such Operating Advisor Termination Event has not been remedied, either (i) the Trustee may or (ii) upon the written direction of holders of Certificates evidencing at least 25% of the Voting Rights of each Class of Certificates, the Trustee will be required to, terminate all of the rights and obligations of the Operating Advisor under the Pooling and Servicing Agreement, other than rights and obligations accrued prior to such termination (including accrued and unpaid compensation) and indemnification rights (arising out of events occurring prior to such termination), by written notice to the Operating Advisor.

As soon as practicable, but in no event later than 15 business days after (i) the Operating Advisor resigns or (ii) the Trustee or the Certificate Administrator delivers such written notice of termination to the Operating Advisor, upon the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights of each Class of Certificates, the Trustee will be required to, appoint a successor Operating Advisor that is an Eligible Operating Advisor, which successor Operating Advisor may be an affiliate of the Trustee.  If the Trustee is acting as the successor Master Servicer or the successor Special Servicer, neither the Trustee nor any of its affiliates will be the successor Operating Advisor.  The Trustee will be required to provide written notice of the appointment of a successor Operating Advisor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Controlling Class Representative, each Serviced Companion Loan noteholder and each Certificateholder within one business day of such appointment.  The Operating Advisor may not at any time be the Depositor, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, a depositor, servicer or special servicer with respect to the securitization of a Serviced Companion Loan or Non-Serviced Pari Passu Companion Loan, or an Affiliate of any of them.  The appointment of the successor Operating Advisor will not be subject to the vote,

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consent or approval of the holder of any Class of Certificates.  Upon any termination of the Operating Advisor and appointment of a successor Operating Advisor, the Trustee will, as soon as possible, be required to give written notice of the termination and appointment to the Rating Agencies, the Special Servicer, the Master Servicer, the Certificate Administrator, the Depositor, the Controlling Class Representative (but only for so long as no Consultation Termination Event has occurred and is continuing), any Serviced Companion Loan noteholder, the Certificateholders and the 17g-5 Information Provider (and made available through the 17g-5 Information Provider’s website).

Termination of the Operating Advisor Without Cause

Upon (i) the written direction of holders of Certificates evidencing not less than 15% of the aggregate Voting Rights requesting a vote to terminate and replace the Operating Advisor with a proposed successor Operating Advisor that is an Eligible Operating Advisor and (ii) payment by such holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote, the Certificate Administrator will be required to promptly provide written notice of such request to all Certificateholders and the Operating Advisor by posting such notice on its internet website and by mailing such notice to all Certificateholders.  Upon the written direction of holders of more than 50% of the Voting Rights of the Certificates that exercise their right to vote (provided that holders of at least 50% of the Voting Rights of the Certificates exercise their right to vote), the Trustee will be required to terminate all of the rights and obligations of the Operating Advisor under the Pooling and Servicing Agreement by written notice to the Operating Advisor (other than any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and other than indemnification rights arising out of events occurring prior to such termination).  The Certificate Administrator will be required to include on each Distribution Date statement a statement that each Certificateholder and beneficial owner of Certificates may access such notices on the Certificate Administrator’s website and each Certificateholder and beneficial owner of Certificates may register to receive email notifications when such notices are posted on the website.  The Certificate Administrator will be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting such notices.

Operating Advisor Compensation

An operating advisor fee (the “Operating Advisor Fee”) will be payable to the Operating Advisor monthly from amounts received in respect of the Mortgage Loans (other than any Non-Serviced Mortgage Loan or the Crossgates Mall Mortgage Loan) and will accrue at a rate of 0.00216% (0.216 basis points) per annum (the “Operating Advisor Fee Rate”) with respect to each such Mortgage Loan on the Stated Principal Balance of the related Mortgage Loan and will be calculated on the same interest accrual basis as the related Mortgage Loan and prorated for any partial periods.

An Operating Advisor Consulting Fee will be payable to the Operating Advisor with respect to each Major Decision on which the Operating Advisor has consultation rights.  The “Operating Advisor Consulting Fee” will be a fee for each such Major Decision equal to $10,000 or, in the case of such lesser amount as the related borrower agrees to pay with respect to any Mortgage Loan; provided that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision.

Each of the Operating Advisor Fee and the Operating Advisor Consulting Fee will be payable from funds on deposit in the Collection Account out of amounts otherwise available to make distributions on the Certificates, but with respect to the Operating Advisor Consulting Fee only to the extent that such fee is actually received from the related borrower.  If the Operating Advisor has consultation rights with respect to a Major Decision, the Pooling and Servicing Agreement will require the Master Servicer or the Special Servicer, as applicable, to use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related borrower in connection with such Major Decision, but only to the extent not prohibited by the related loan documents.  The Master Servicer or Special Servicer, as applicable, will each be permitted to waive or reduce the amount of any such Operating Advisor Consulting Fee payable by the related borrower if it determines

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that such full or partial waiver is in accordance with the Servicing Standard but in no event shall take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special Servicer, as applicable, will be required to consult with the Operating Advisor prior to any such waiver or reduction.

Advances

The Master Servicer will be obligated to advance, on the business day immediately preceding a Distribution Date (the “Master Servicer Remittance Date”) an amount (each such amount, a “P&I Advance”) equal to the amount not received in respect of the Monthly Payment or Assumed Scheduled Payment (in each case, net of related Servicing Fees and servicing fees payable to the securitization that services any Non-Serviced Loan Combination) on a Mortgage Loan that was delinquent as of the close of business on the immediately preceding Due Date and which delinquent payment has not been received as of the business day immediately preceding the Master Servicer Remittance Date, or, in the event of a default in the payment of amounts due on the maturity date of a Mortgage Loan, the amount equal to the Assumed Scheduled Payment not received that was due prior to the maturity date; provided, however, that the Master Servicer will not be required to make an Advance to the extent it determines that such Advance (with interest on such Advance at the Advance Rate) would not be ultimately recoverable from collections on the related Mortgage Loan as described below.  In addition, the Master Servicer will not make an Advance to the extent that the Master Servicer determines, or has received written notice that the Special Servicer determines, that such Advance would not be ultimately recoverable from collections on the related Mortgage Loan.  Interest (at the Advance Rate) on P&I Advances will accrue from the date such Advance is made.

P&I Advances are intended to maintain a regular flow of scheduled interest and principal payments to holders of the Certificates entitled to such interest and principal, rather than to guarantee or insure against losses.  Neither the Master Servicer nor the Trustee will be required or permitted to make a P&I Advance for Default Interest or balloon payments.  The Special Servicer will not be required or permitted to make any Advance.  The amount of interest required to be advanced in respect of delinquent Monthly Payments or Assumed Scheduled Payments on a Mortgage Loan that has been subject to an Appraisal Reduction Event will equal the product of (a) the amount that would be required to be advanced by the Master Servicer without giving effect to such Appraisal Reduction Event and (b) a fraction, the numerator of which is the Stated Principal Balance of the Mortgage Loan as of the immediately preceding Determination Date, less any Appraisal Reduction Amounts allocable to such Mortgage Loan and the denominator of which is the Stated Principal Balance of such Mortgage Loan as of such Determination Date.

With respect to each Non-Serviced Mortgage Loan, the Master Servicer will be permitted to make its own determination that it has made a nonrecoverable P&I Advance on such Mortgage Loan or that any proposed P&I Advance, if made, would constitute a nonrecoverable P&I Advance with respect to such Mortgage Loan independently of any determination made by the servicer of the related Non-Serviced Loan Combination.  If the Master Servicer determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to any Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a nonrecoverable advance, the Master Servicer will be required to provide the servicer of the related Non-Serviced Loan Combination written notice of such determination, promptly and in any event within the time permitted by the applicable intercreditor agreement.  If the Master Servicer receives written notice from any such servicer that it has determined, with respect to the related Non-Serviced Pari Passu Companion Loans, that any proposed advance of principal and/or interest would be, or any outstanding advance of principal and/or interest is, a nonrecoverable advance, such determination will not be binding on the Certificateholders, the Master Servicer or the Trustee.

With respect to each Mortgage Loan that is part of a Loan Combination, the related Master Servicer will be entitled to reimbursement for a P&I Advance that becomes nonrecoverable first, from the proceeds of the related Mortgage Loan, and then, from general collections of the Issuing Entity either immediately or, if it elects, over time in accordance with the terms of the Pooling and Servicing Agreement; provided

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that in the case of a Mortgage Loan with a related B Loan, reimbursement for a P&I Advance on the Mortgage Loan will be made first from amounts collected on the related B Loan, if any, and then from collections on, and proceeds of the related Mortgage Loan, and in the case of a Serviced Loan Combination with a Serviced Pari Passu Companion Loan, on a pro rata basis as between the Mortgage Loan and any related Serviced Pari Passu Companion Loans (based on outstanding principal balance) and then, from general collections of the Issuing Entity.

Neither the Master Servicer nor the Trustee will be required to make P&I Advances with respect to any Companion Loan.

In addition to P&I Advances, the Master Servicer will also be obligated (subject to a nonrecoverability determination or the other limitations described in the Pooling and Servicing Agreement and except with respect to a Non-Serviced Mortgage Loan) to make advances (“Property Advances”, and together with P&I Advances, “Advances”) to pay delinquent real estate taxes, assessments and hazard insurance premiums and to cover other similar costs and expenses necessary to preserve the priority of the related Mortgage, enforce the terms of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or to protect, manage and maintain each related Mortgaged Property.  The Master Servicer will also be obligated to make Property Advances with respect to Serviced Loan Combinations.  With respect to any Non-Serviced Loan Combination, the applicable servicer under the related pooling and servicing agreement will be obligated to make property advances with respect to such Non-Serviced Loan Combination. See “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” and “Description of the Mortgage Pool—Loan Combinations—The Crossgates Mall Loan Combination—Advancing” in this prospectus supplement.

With respect to a nonrecoverable property advance on a Non-Serviced Loan Combination, the applicable servicer with respect to the Non-Serviced Mortgage Loan will be entitled to reimbursement first, from collections on, and proceeds of, the Non-Serviced Mortgage Loan and any related Non-Serviced Pari Passu Companion Loan, on a pro rata basis (based on each such loan’s outstanding principal balance), and then, with respect to the Non-Serviced Mortgage Loan, from general collections of the Issuing Entity, and with respect to any related Non-Serviced Pari Passu Companion Loan, from general collections of each trust into which such Non-Serviced Pari Passu Companion Loan has been deposited, on a pro rata basis (based on each such loan’s outstanding principal balance).

With respect to a nonrecoverable Property Advance on a Serviced Loan Combination, the Master Servicer will be entitled to reimbursement first, from collections on, and proceeds of, any related B Loan and then, from the related Mortgage Loan and any related Serviced Pari Passu Companion Loan, on a pro rata basis (based on each such loan’s outstanding principal balance), and then, from general collections of the Issuing Entity and with respect to any related Serviced Pari Passu Companion Loan, from general collections of each trust into which such Serviced Pari Passu Companion Loan has been deposited, on a pro rata basis (based on each such loan’s outstanding principal balance), and if not fully reimbursed first from the other trusts, from general collections of the Issuing Entity.

To the extent that the Master Servicer fails to make an Advance it is required to make under the Pooling and Servicing Agreement, the Trustee, subject to a recoverability determination, will make such required Advance pursuant to the terms of the Pooling and Servicing Agreement.  The Trustee will be entitled to rely conclusively on any nonrecoverability determination of the Master Servicer and shall be bound by any nonrecoverability determination of the Special Servicer.  The Trustee, as back-up advancer, will be required to have a combined capital and surplus of at least $50,000,000 and have debt ratings that satisfy certain criteria set forth in the Pooling and Servicing Agreement.

The Master Servicer or the Trustee, as applicable, will be entitled to reimbursement for any Advance made by it in an amount equal to the amount of such Advance, together with all accrued and unpaid interest on that Advance at the Advance Rate, (i) from late payments on the related Mortgage Loan paid by the borrower, (ii) from insurance proceeds, condemnation proceeds, liquidation proceeds from the sale of the related Specially Serviced Loan or the related Mortgaged Property or other collections relating to the Mortgage Loan or (iii) upon determining in accordance with the Servicing Standard (with respect to the Master Servicer) or in its reasonable judgment (with respect to the Trustee) that the Advance is not

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recoverable in the manner described in the preceding two clauses, from any other amounts from time to time on deposit in the Collection Account (except as provided in this section with respect to Loan Combinations).

The Master Servicer and the Trustee will each be entitled to receive interest on Advances at a per annum rate equal to the Prime Rate (the “Advance Rate”) (i) from the amount of Default Interest on the related Mortgage Loan paid by the borrower, (ii) from late payment fees on the related Mortgage Loan paid by the borrower, and (iii) upon determining in good faith that the amounts described in the preceding two clauses are insufficient to pay such interest, then, from any other amounts from time to time on deposit in the Collection Account (except as provided in this section with respect to a Loan Combination).  The Master Servicer will be authorized to pay itself or the Trustee, as applicable, such interest monthly prior to any payment to holders of Certificates.  If the interest on such Advance is not recovered from Default Interest and late payment charges on such Mortgage Loan, then a shortfall will result which will have the same effect as a Realized Loss.  The “Prime Rate” is the rate, for any day, set forth as such in the “Money Rates” section of The Wall Street Journal, Eastern Edition.

The obligation of the Master Servicer or the Trustee, as applicable, to make Advances with respect to any Mortgage Loan pursuant to the Pooling and Servicing Agreement continues through the foreclosure of such Mortgage Loan and until the liquidation of the Mortgage Loan or disposition of the related REO Properties.  The Advances are subject to the Master Servicer’s or the Trustee’s, as applicable, determination that such Advances are recoverable.

With respect to the payment of insurance premiums and delinquent tax assessments, in the event that the Master Servicer determines that a Property Advance of such amounts would not be recoverable, that Master Servicer will be required to notify the Trustee, the Certificate Administrator and the Special Servicer of such determination.  Upon receipt of such notice, the Master Servicer (with respect to any Mortgage Loan or Serviced Loan Combination that is not a Specially Serviced Loan) and the Special Servicer (with respect to any Specially Serviced Loan or REO Property) will be required to determine (with the reasonable assistance of the Master Servicer) whether or not payment of such amount (i) is necessary to preserve the related Mortgaged Property and (ii) would be in the best interests of the Certificateholders (and in the case of a Serviced Companion Loan, the holder of the related Serviced Companion Loan, as a collective whole as if such Certificateholders and Serviced Companion Loan holder constituted a single lender).  If the Master Servicer or the Special Servicer determines that such payment (i) is necessary to preserve the related Mortgaged Property and (ii) would be in the best interests of the Certificateholders and, in the case of any Serviced Companion Loan, the related Serviced Companion Loan Noteholder, the Special Servicer (in the case of a determination by the Special Servicer) will be required to direct the Master Servicer to make such payment, who will then be required to make such payment from the Collection Account (or, with respect to a Serviced Loan Combination, the related custodial account) to the extent of available funds.

Recovery of Advances.  Subject to the conditions or limitations set forth in the Pooling and Servicing Agreement, the Master Servicer or the Trustee, as applicable, will be entitled to recover any Advance and interest at the Advance Rate made out of its own funds from any amounts collected in respect of a Mortgage Loan (or, with respect to any Property Advance made with respect to a Serviced Loan Combination, from any amounts collected in respect of such Serviced Loan Combination) as to which that Advance was made, whether in the form of late payments, insurance proceeds, and condemnation proceeds, liquidation proceeds, REO proceeds or otherwise from the Mortgage Loan or REO Loan (or, with respect to any Property Advance made with respect to a Serviced Loan Combination, from any amounts collected in respect of such Serviced Loan Combination) (“Related Proceeds”) prior to distributions on the Certificates.  Notwithstanding the foregoing, neither the Master Servicer nor the Trustee will be obligated to make any Advance that it or the Special Servicer determines (in the case of the Special Servicer, if no Consultation Termination Event has occurred and is continuing, in consultation with the Controlling Class Representative) in its reasonable judgment would, if made, not be ultimately recoverable (including interest on the Advance at the Advance Rate) out of Related Proceeds (a “Nonrecoverable Advance”).  Any such determination with respect to the recoverability of Advances by the Master Servicer, the Trustee or the Special Servicer, must be evidenced by an officer’s certificate

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delivered to the Depositor, the Certificate Administrator, the Operating Advisor, the Special Servicer, the Controlling Class Representative (but only if no Consultation Termination Event has occurred and is continuing) and the Trustee and, in the case of the Trustee, delivered to the Depositor, the Certificate Administrator, the Controlling Class Representative (but only if no Consultation Termination Event has occurred and is continuing), the Operating Advisor, the Master Servicer and the Special Servicer, setting forth such nonrecoverability determination and the considerations of such party forming the basis of such determination (such certificate accompanied by, to the extent available, income and expense statements, rents rolls, occupancy status, property inspections and other information used by such party to make such determination, together with any existing appraisal or Updated Appraisal); provided, however, that the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard, that any Advance previously made or proposed to be made is nonrecoverable and shall deliver to the Master Servicer, the Operating Advisor, the Certificate Administrator, the Controlling Class Representative (but only if no Consultation Termination Event has occurred and is continuing), the Trustee, the 17g-5 Information Provider (who will promptly post such notice to the 17g-5 Information Provider’s website) and promptly, but not earlier than the second business day following the delivery of such notice to the 17g-5 Information Provider, the Rating Agencies, notice of such determination, together with the officer’s certificate and supporting information referred to above.  Any such determination shall be conclusive and binding on the Master Servicer, the Special Servicer and the Trustee.

Subject to the discussion in this section relating to Loan Combination, each of the Master Servicer and the Trustee will be entitled to recover any Advance made by it that it subsequently determines to be a Nonrecoverable Advance out of general funds on deposit in the Collection Account (or, with respect to any Property Advance made with respect to a Serviced Loan Combination, first, out of general funds on deposit in the custodial account related to such Serviced Loan Combination and then, out of general funds on deposit in the Collection Account), in each case, first, from principal collections and then, from interest and other collections.  If the funds in the Collection Account (or, with respect to a Serviced Loan Combination, the related custodial account) allocable to principal and available for distribution on the next Distribution Date are insufficient to fully reimburse the party entitled to reimbursement, then such party may elect, on a monthly basis, in its sole discretion, to defer reimbursement of the portion that exceeds such amount allocable to principal (in which case interest will continue to accrue on the unreimbursed portion of the Advance at the Advance Rate) for such time as is required to reimburse such excess portion from principal for a period not to exceed 12 months (with the consent of the Directing Holder, for so long as no Control Termination Event has occurred and is continuing, for any deferral in excess of 6 months).  At any time after such determination, the Master Servicer or the Trustee, as applicable, may, in its sole discretion, decide to obtain reimbursement out of general collections on the Mortgage Pool immediately.  The fact that a decision to recover a Nonrecoverable Advance over time, or not to do so, benefits some Classes of Certificateholders to the detriment of other Classes of Certificateholders will not constitute a violation of the Servicing Standard or a breach of the terms of the Pooling and Servicing Agreement by any party to the Pooling and Servicing Agreement, or a violation of any fiduciary duty owed to the Certificateholders by any party to the Pooling and Servicing Agreement.  In addition, the Master Servicer or the Trustee, as applicable, will be entitled to recover any Advance that is outstanding at the time that a Mortgage Loan, REO Loan or Serviced Loan Combination, as applicable, is modified but is not repaid in full by the borrower in connection with such modification but becomes an obligation of the borrower to pay such amounts in the future (such Advance, a “Workout-Delayed Reimbursement Amount”), first, only out of principal collections in the Collection Account (or, with respect to a Serviced Loan Combination, first, out of principal collections in the related custodial account and then out of the principal portion of general collections in the Collection Account), less any amounts applied to reimbursement of any nonrecoverable Advances or interest thereon and second, only upon a determination by the Master Servicer, the Special Servicer or the Trustee, as applicable, that either (a) such amounts will not ultimately be recoverable from late collections of interest and principal or any other recovery on or in respect of the related Mortgage Loan or REO Loan or (b) such Workout-Delayed Reimbursement Amounts would not ultimately be recoverable, along with any other Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances, out of the principal portion of future collections on all of the Mortgage Loans and the REO Properties, from general collections in the Collection Account, taking into account the factors listed below in making this determination.  In making a nonrecoverability determination, such person will be entitled to (i) give due regard to the existence of any Nonrecoverable

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Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans, the recovery of which, at the time of such consideration, is being deferred or delayed by the Master Servicer or the Trustee, as applicable, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the Property Advance or P&I Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which is or may be being deferred or delayed and (ii) consider (among other things) the obligations of the borrower under the terms of the related Mortgage Loan (or the Serviced Loan Combination, as applicable) as it may have been modified, (iii) consider (among other things) the related Mortgaged Properties in their “as is” or then-current conditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) regarding the possibility and effects of future adverse changes with respect to such Mortgaged Properties, (iv) estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) (among other things) future expenses and (v) estimate and consider (among other things) the timing of recoveries.  In addition, any such person may update or change its recoverability determinations at any time (but not reverse any other person’s determination that an Advance is non-recoverable) and (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) may obtain, at the expense of the Issuing Entity (and, in the case of a Serviced Loan Combination, such expense shall be allocated in accordance with the allocation provisions of the related intercreditor agreement), any analysis, appraisals or market value estimates or other information for such purposes.  Absent bad faith, any such determination will be conclusive and binding on the Certificateholders and, with respect to Property Advances, the holders of the Serviced Companion Loans.  The Trustee will be entitled to rely conclusively on any nonrecoverability determination of the Master Servicer or the Special Servicer, as applicable, and the Master Servicer will be entitled to rely conclusively on any nonrecoverability determination of the Special Servicer.  The Master Servicer and the Trustee will be entitled to conclusively rely on any nonrecoverability determination of a servicer of a Companion Loan with respect to any P&I Advance.  Nonrecoverable Advances allocated to the Mortgage Loans (with respect to any Mortgage Loan that is part of a Loan Combination, as described above) will represent a portion of the losses to be borne by the Certificateholders.

In addition, the Master Servicer, the Special Servicer and the Trustee, as applicable, shall consider Unliquidated Advances in respect of prior Advances for purposes of nonrecoverability determinations as if such Unliquidated Advances were unreimbursed Advances.  Neither the Master Servicer nor the Trustee will be required to make any principal or interest advances with respect to delinquent amounts due on any Companion Loan.  Any requirement of the Master Servicer or Trustee to make an Advance in the Pooling and Servicing Agreement is intended solely to provide liquidity for the benefit of the Certificateholders and not as credit support or otherwise to impose on any such person the risk of loss with respect to one or more Mortgage Loans.

“Unliquidated Advance” means any Advance previously made by a party to the Pooling and Servicing Agreement that has been previously reimbursed, as between the person that made the Advance under the Pooling and Servicing Agreement, on the one hand, and the Issuing Entity, on the other, as part of a Workout-Delayed Reimbursement Amount, as applicable, but that has not been recovered from the related borrower or otherwise from collections on or the proceeds of the Mortgage Loan, the applicable Serviced Loan Combination or Serviced REO Property in respect of which the Advance was made.

Accounts

Collection Account.  The Master Servicer will establish and maintain one or more segregated accounts (collectively, the “Collection Account”) pursuant to the Pooling and Servicing Agreement, and will be required to deposit into the Collection Account (or, with respect to each Serviced Loan Combination, a separate custodial account, which may be a sub-account of the Collection Account) all payments in respect of the Mortgage Loans or Serviced Loan Combinations, as applicable, other than amounts permitted to be withheld by the Master Servicer or amounts to be deposited into any Reserve Account.

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Distribution Account.  The Certificate Administrator will establish and maintain a segregated non-interest-bearing account (the “Distribution Account”) in its own name on behalf of the Trustee, in trust for the benefit of the Certificateholders.  With respect to each Distribution Date, the Master Servicer will remit on or before the Master Servicer Remittance Date to the Certificate Administrator, and the Certificate Administrator will deposit into the Distribution Account, to the extent of funds on deposit in the Collection Account, on the Master Servicer Remittance Date an amount of immediately available funds equal to the sum of (i) the Available Funds (including all P&I Advances) and (ii) the Trustee/Certificate Administrator Fee.  To the extent the Master Servicer fails to do so, the Trustee will deposit all P&I Advances into the Distribution Account as described in this prospectus supplement.  See “Description of the Offered Certificates—Distributions” in this prospectus supplement.

Interest Reserve Account.  The Certificate Administrator will establish and maintain a segregated non-interest-bearing account (the “Interest Reserve Account”) in its own name on behalf of the Trustee, in trust for the benefit of the Certificateholders (other than with respect to the Class V Certificates).  The Interest Reserve Account may be a subaccount of the Distribution Account.  The Certificate Administrator will be required to deposit into the Interest Reserve Account, with respect to each Mortgage Loan that accrues interest based on the actual number of days elapsed during any calendar month (or other applicable accrual period) in a year assumed to consist of 360 days, on each Distribution Date occurring in February and each Distribution Date occurring in any January, which occurs in a year that is not a leap year, unless such Distribution Date is the final Distribution Date, an amount equal to one (1) day’s interest at the related Net Mortgage Pass-Through Rate on the respective Stated Principal Balance as of the immediately preceding Due Date, to the extent a Monthly Payment or P&I Advance is made in respect thereof (all amounts so deposited, “Withheld Amounts”).

REO Accounts.  Other accounts to be established pursuant to the Pooling and Servicing Agreement are one or more REO Accounts for collections from REO Properties.

Excess Interest.  The Certificate Administrator is required to establish and maintain the “Class V Distribution Account” in its own name for the benefit of the Class V Certificateholders.  The Class V Distribution Account may be a subaccount of the Distribution Account.  On each Distribution Date, the Certificate Administrator is required to distribute from the Class V Distribution Account any Excess Interest received with respect to any ARD Loan during the related Collection Period to the holders of the Class V Certificates.

The Certificate Administrator will also establish and maintain one or more segregated non-interest-bearing accounts or sub-accounts for the “Lower-Tier Distribution Account,” the “Upper-Tier Distribution Account“  and the “Excess Liquidation Proceeds Account,” each in its own name on behalf of the Trustee, in trust for the benefit of the Certificateholders.

The Collection Account, the separate custodial account for each Serviced Loan Combination, the Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account will be held in the name of the Trustee (or the Master Servicer or Certificate Administrator on behalf of the Trustee) on behalf of the holders of Certificates and, in the case of the Serviced Loan Combinations, the holder of the related Serviced Companion Loan, and with respect to the Lower-Tier Distribution Account, for the benefit of the Trustee as the holder of the related uncertificated regular interests.  Each of the Collection Account, the separate custodial account for each Serviced Loan Combination, any REO Account, the Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the Interest Reserve Account, the Class V Distribution Account, and the Excess Liquidation Proceeds Account will be (or will be a sub-account of) (i) an account or accounts maintained with a depository institution or trust company the short-term unsecured debt obligations or commercial paper of which are rated at least “F1” by Fitch and “P-1” by Moody’s, in the case of accounts in which deposits are held for 30 days or less or, in the case of accounts in which deposits are held for more than 30 days, the long-term unsecured debt obligations of which are rated at least “A+” by Fitch (or “A” by Fitch so long as the short-term deposits or short-term unsecured debt obligations of such depository institution or trust company are rated no less than “F1” by Fitch) and “A1” by Moody’s, (ii) an account or accounts maintained with Wells Fargo Bank, National Association, a subsidiary of Wells Fargo & Co., so long as such subsidiary’s or its parent’s, as the case may be, long-term unsecured debt rating is at least “A” by

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Fitch and “A2” by Moody’s (if the deposits are to be held in the account for more than 30 days) or such subsidiary’s or its parent’s, as the case may be, short-term deposit or short-term unsecured debt rating is at least “F1” by Fitch and “P-1” by Moody’s (if the deposits are to be held in the account for 30 days or less), (iii) an account or accounts maintained with Wells Fargo Bank, National Association, so long as it meets the eligibility standards of the Certificate Administrator set forth in the Pooling and Servicing Agreement, (iv) an account or accounts maintained with PNC Bank, National Association so long as PNC Bank, National Association’s long-term unsecured debt rating is at least “A-” from Fitch and “A2” from Moody’s (if the deposits are to be held in the account for more than 30 days) or PNC Bank, National Association’s short-term deposit or short-term unsecured debt rating is at least “F1” from Fitch and “P-1” from Moody’s (if the deposits are to be held in the account for 30 days or less), (v) a segregated trust account maintained with the trust department of a federal or state chartered depository institution or trust company (which, subject to the remainder of this clause (v), may include the Certificate Administrator or the Trustee) acting in its fiduciary capacity, and which, in either case, has a combined capital and surplus of at least $50,000,000 and is subject to supervision or examination by federal or state authority and to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulations, Section 9.10(b), (vi) such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i)-(iv) above, with respect to which a No Downgrade Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such account or (vii) any other account as to which the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer, as applicable, receives a No Downgrade Confirmation from each Rating Agency), which may be an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer.

With respect to each of the accounts, the party that maintains such account (i.e., the Master Servicer, with respect to the Collection Account, the Certificate Administrator with respect to the Distribution Account, the Interest Reserve Account, the Class V Distribution Account and Excess Liquidation Proceeds Account, and the Special Servicer with respect to any REO Account) shall be the party with the right and obligation to make disbursements from such account.  The Certificate Administrator will have the right to invest the funds in the Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account, the Master Servicer will have the right to invest the funds in the Collection Account and the separate custodial account for each Serviced Loan Combination, and the Special Servicer will have the right to invest the funds in any REO Account, in each case, in certain short-term high quality investments maturing on the business day prior to the date such funds are required to be applied pursuant to the Pooling and Servicing Agreement.  The Certificate Administrator, the Master Servicer or the Special Servicer (as applicable) will be entitled to retain any interest or other income earned on those funds and will bear any losses resulting from the investment of these funds other than losses resulting from investments directed by or on behalf of a borrower or that result from the insolvency of any financial institution that was an eligible institution under the terms of the Pooling and Servicing Agreement at the time the investment was made and 30 days prior to such insolvency.  The transaction accounts and account activity conducted by the Master Servicer, Special Servicer or Certificate Administrator with respect to any account maintained by it will not be independently verified by any other person or entity.

The Master Servicer may make withdrawals from the Collection Account (and the separate custodial account for each Serviced Loan Combination), to the extent permitted and in the priorities provided in the Pooling and Servicing Agreement.

Enforcement of “Due-On-Sale” and “Due-On-Encumbrance” Clauses

Due-On-Sale Clauses.  In most cases, the Mortgage Loans and Serviced Loan Combinations contain provisions in the nature of “due-on-sale” clauses (including, without limitation, sales or transfers of Mortgaged Properties (in full or part) or the sale, transfer, pledge or hypothecation of direct or indirect interests in the borrower or its owners), which by their terms (a) provide that the Mortgage Loans or Serviced Loan Combinations will (or may at the lender’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property (or the related borrower or its owners),

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(b) provide that the Mortgage Loans or Serviced Loan Combinations may not be assumed without the consent of the related lender in connection with any such sale or other transfer or (c) provide that such Mortgage Loans or Serviced Loan Combinations may be assumed or transferred without the consent of the lender provided certain conditions are satisfied.  Neither the Master Servicer (with respect to non-Specially Serviced Loans) nor the Special Servicer (with respect to Specially Serviced Loans) will be required to enforce any such due-on-sale clauses and in connection therewith will not be required to (i) accelerate payments thereon or (ii) withhold its consent to such an assumption if (x) such provision is not exercisable under applicable law or if the Master Servicer (with respect to non-Specially Serviced Loans and with the consent of the Special Servicer) or the Special Servicer (with respect to Specially Serviced Loans) determines, subject to the discussion under “—The Directing Holder” and “—The Operating Advisor” in this prospectus supplement, that the enforcement of such provision is reasonably likely to result in meritorious legal action by the borrower or (y) subject to the discussion under “—The Directing Holder” and “—The Operating Advisor” in this prospectus supplement, the Master Servicer (with the consent of the Special Servicer) or the Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that granting such consent would be likely to result in a greater recovery, on a present value basis (discounting at the related Mortgage Rate or other applicable discount rate), than would enforcement of such clause.  If the Master Servicer or the Special Servicer, as applicable, determines that (i) granting such consent would be likely to result in a greater recovery, (ii) such provisions are not legally enforceable, or (iii) in the case of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination described in clause (c) of this paragraph, that the conditions to sale or transfer have been satisfied, the Master Servicer or the Special Servicer is authorized to take or enter into an assumption agreement from or with the proposed transferee as obligor thereon; provided that (a) the credit status of the prospective transferee is in compliance with the Master Servicer’s or the Special Servicer’s servicing standards and criteria and the terms of the related Mortgage and (b) the Master Servicer or the Special Servicer, as applicable, has received a No Downgrade Confirmation from Moody’s with respect to any Mortgage Loan that represents one of the 10 largest Mortgage Loans based on Stated Principal Balance (and a No Downgrade Confirmation with respect to a Serviced Companion Loan that represents one of the 10 largest mortgage loans in the related securitization transaction; provided, that the Master Servicer or Special Servicer, as applicable, will be entitled to reasonably rely upon the written notification delivered to the Special Servicer or Master Servicer, as applicable, of the applicable other servicer regarding the 10 largest mortgage loans in such securitization).  To the extent not precluded by the Mortgage Loan Documents, the Master Servicer or the Special Servicer, as applicable, may not approve an assumption or substitution without requiring the related borrower to pay any fees owed to the Rating Agencies associated with the approval of such assumption or substitution.  However, in the event that the related borrower is required but fails to pay such fees, such fees will be an expense of the Issuing Entity (subject, in the case of any Serviced Loan Combination to the allocation provisions of the related intercreditor agreement).  No assumption agreement may contain any terms that are different from any term of any Mortgage or related Note, except pursuant to the provisions described under “—Realization Upon Mortgage Loans” and “—Modifications” below.

Due-On-Encumbrance Clauses.  In most cases, the Mortgage Loans and Serviced Loan Combinations contain provisions in the nature of a “due-on-encumbrance” clause which by their terms (a) provide that the related Mortgage Loan or Serviced Loan Combination will (or may at the lender’s option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property or any ownership interest in the borrower (including, unless specifically permitted, any mezzanine financing of the borrower or the Mortgaged Property or any sale or transfer of preferred equity in the borrower or its owners), (b) require the consent of the related lender to the creation of any such lien or other encumbrance on the related Mortgaged Property (including, without limitation, any mezzanine financing of the borrower or the Mortgaged Property or any sale or transfer of preferred equity in the borrower or its owners) or (c) provide that such Mortgaged Property may be further encumbered without the consent of the lender (including, without limitation, any mezzanine financing of the borrower or the Mortgaged Property or any sale or transfer of preferred equity in the borrower or its owners), provided certain conditions are satisfied.  Neither the Master Servicer (with respect to non-Specially Serviced Loans) nor the Special Servicer (with respect to Specially Serviced Loans) will be required to enforce such due-on-encumbrance clauses and in connection therewith, will not be required to (i) accelerate

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payments thereon or (ii) withhold its consent to such lien or encumbrance if, subject to the discussion under “—The Directing Holder” and “—The Operating Advisor” in this prospectus supplement, the Master Servicer (with the consent of the Special Servicer) or the Special Servicer, as applicable, (A) determines, in accordance with the Servicing Standard, that such enforcement would not be in the best interests of the Issuing Entity or the holder of the related Serviced Companion Loan, if applicable (giving due regard to the junior nature of the related B Loan, if any) or that in the case of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination described in clause (c) of this paragraph, that the conditions to further encumbrance have been satisfied and (B) receives a prior No Downgrade Confirmation (including a No Downgrade Confirmation with respect to any commercial mortgage pass-through certificates backed by the related Serviced Companion Loan (“Companion Loan Securities“)); provided that such confirmation will only be required with respect to any Mortgage Loan which represents one of the 10 largest Mortgage Loans based on Stated Principal Balance (or a Serviced Companion Loan that represents one of the 10 largest mortgage loans in the related securitization transaction; provided, that the Master Servicer or Special Servicer, as applicable, will be entitled to reasonably rely upon the written notification delivered to the Special Servicer or Master Servicer, as applicable, of the applicable other servicer regarding the 10 largest mortgage loans in such securitization).  To the extent not precluded by the Mortgage Loan Documents, neither the Master Servicer nor the Special Servicer may approve the creation of any lien or other encumbrance without requiring the related borrower to pay any fees owed to the Rating Agencies associated with the approval of such lien or encumbrance.  However, in the event that the related borrower is required but fails to pay such fees, such fees will be an expense of the Issuing Entity (subject, in the case of any Serviced Loan Combination to the allocation provisions of the related intercreditor agreement).

Neither the Master Servicer nor the Special Servicer will be responsible for enforcing a “due-on-sale” or a “due-on-encumbrance” clause with respect to any Non-Serviced Mortgage Loan.

Inspections

The Master Servicer (or, with respect to any Specially Serviced Loan and Serviced REO Property, the Special Servicer) is required to inspect or cause to be inspected each Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced Mortgage Loan) at such times and in such manner as is consistent with the Servicing Standard, but in any event is required to inspect each Mortgaged Property securing a Note, with a Stated Principal Balance (or in the case of a Mortgage Loan secured by more than one Mortgaged Property, having an Allocated Loan Amount) of (a) $2,000,000 or more at least once every 12 months and (b) less than $2,000,000 at least once every 24 months, in each case commencing in 2013 (or at such decreased frequency as each Rating Agency shall have provided a No Downgrade Confirmation relating to the Certificates and Companion Loan Securities, if any); provided, however, that if any Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan, the Special Servicer is required to inspect or cause to be inspected the related Mortgaged Property as soon as practicable after the Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan and annually thereafter for so long as the Mortgage Loan remains a Specially Serviced Loan; provided, further, that the Master Servicer will not be required to inspect a Mortgaged Property that has been inspected in the previous 6 months.  The reasonable cost of each such inspection performed by the Special Servicer will be paid by the Master Servicer as a Property Advance or if such Property Advance would not be recoverable, as an expense of the Issuing Entity (and, if a Serviced Loan Combination is involved, an expense of the holders of any related Serviced Companion Loan), which expense shall first be reimbursed to the Issuing Entity as an Additional Trust Fund Expense (and, if a Serviced Loan Combination is involved, the holders of any related Serviced Companion Loan that is a Serviced Pari Passu Companion Loan in the following manner:  first, to the Issuing Entity and any Serviced Companion Loan that is a Serviced Pari Passu Companion Loan and then, to any B Loan).  The Master Servicer or the Special Servicer, as applicable, will be required to prepare a written report of the inspection describing, among other things, the condition of and any damage to the Mortgaged Property and specifying the existence of any material vacancies in the Mortgaged Property, any sale, transfer or abandonment of the Mortgaged Property of which it has actual knowledge, any material adverse change in the condition of the Mortgaged Property, or any visible material waste committed on the Mortgaged Property.  Inspection of the Mortgaged Properties securing the Non-Serviced Mortgage Loans will be

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conducted by the other servicers appointed under, and done in accordance with the terms of, the servicing agreements governing the Non-Serviced Mortgage Loans.

Insurance Policies

In the case of each Mortgage Loan or Serviced Loan Combination, as applicable (but excluding any Mortgage Loan as to which the related Mortgaged Property has become an REO Property and any Non-Serviced Mortgage Loan), the Master Servicer will be required to use commercially reasonable efforts consistent with the Servicing Standard to cause the related borrower to maintain the following insurance coverage (including identifying the extent to which such borrower is maintaining insurance coverage and, if such borrower does not so maintain, the Master Servicer will be required to itself cause to be maintained) for the related Mortgaged Property:

(a)        except where the Mortgage Loan Documents permit a borrower to rely on self-insurance provided by a tenant, a fire and casualty extended coverage insurance policy that does not provide for reduction due to depreciation, in an amount that is at least equal to the lesser of the full replacement cost of the improvements securing the Mortgage Loan or Serviced Loan Combination, as applicable, or the outstanding principal balance of the Mortgage Loan or the Serviced Loan Combination, as applicable, but, in any event, in an amount sufficient to avoid the application of any co-insurance clause, and

(b)        all other insurance coverage as is required (including, but not limited to, coverage for acts of terrorism), subject to applicable law, under the related Mortgage Loan Documents, provided, however, that:

(i)          the Master Servicer will not be required to maintain any earthquake or environmental insurance policy on any Mortgaged Property unless the Trustee has an insurable interest and such insurance policy was (x) in effect at the time of the origination of such Mortgage Loan or the Serviced Loan Combination, as applicable, or (y) required by the related Mortgage Loan Documents and is available at commercially reasonable rates; provided, that the Master Servicer will be required to require the related borrower to maintain such insurance in the amount, in the case of clause (x), maintained at origination, and in the case of clause (y), required by such Mortgage Loan or Serviced Loan Combination, in each case, to the extent such amounts are available at commercially reasonable rates and to the extent the Trustee has an insurable interest;

(ii)         if and to the extent that any Mortgage Loan Document grants the lender thereunder any discretion (by way of consent, approval or otherwise) as to the insurance provider from whom the related borrower is to obtain the requisite insurance coverage, the Master Servicer must (to the extent consistent with the Servicing Standard) require the related borrower to obtain the requisite insurance coverage from qualified insurers that meet the required ratings set forth in the Pooling and Servicing Agreement;

(iii)        the Master Servicer will have no obligation beyond using its reasonable efforts consistent with the Servicing Standard to enforce those insurance requirements against any borrower; provided, that this will not limit the Master Servicer’s obligation to obtain and maintain a force-placed insurance policy as set forth in the Pooling and Servicing Agreement;

(iv)        except as provided below, in no event will the Master Servicer be required to cause the borrower to maintain, or itself obtain, insurance coverage to the extent that the failure of such borrower to maintain insurance coverage is an Acceptable Insurance Default (as determined by the Special Servicer subject to the discussion under “—The Directing Holder” and “—The Operating Advisor” in this prospectus supplement);

(v)         to the extent the Master Servicer itself is required to maintain insurance that the borrower does not maintain, the Master Servicer will not be required to maintain insurance other than what

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is available on a force-placed basis at commercially reasonable rates, and only to the extent the Issuing Entity as lender has an insurable interest thereon; and

(vi)        any explicit terrorism insurance requirements contained in the related Mortgage Loan Documents are required to be enforced by the Master Servicer in accordance with the Servicing Standard (unless the Special Servicer and, if no Control Termination Event has occurred and is continuing, the Directing Holder, have consented to a waiver (including a waiver to permit the Master Servicer to accept insurance that does not comply with specific requirements contained in the Mortgage Loan Documents) in writing of that provision in accordance with the Servicing Standard).

With respect to each REO Property, the Special Servicer will generally be required to use reasonable efforts, consistent with the Servicing Standard, to maintain with an insurer meeting certain criteria set forth in the Pooling and Servicing Agreement (subject to the right of the Special Servicer to direct the Master Servicer to make a Property Advance for the costs associated with coverage that the Special Servicer determines to maintain, in which case the Master Servicer will be required to make that Property Advance (subject to the recoverability determination and Property Advance procedures described above under “—Advances” in this prospectus supplement)) to the extent reasonably available at commercially reasonable rates and to the extent the Trustee has an insurable interest (a) a fire and casualty extended coverage insurance policy, which does not provide for reduction due to depreciation, in an amount that is at least equal to the lesser of the full replacement value of the Mortgaged Property or the Stated Principal Balance of the Mortgage Loan, Serviced REO Loan or the Serviced Loan Combination, as applicable (or such greater amount of coverage required by the related Mortgage Loan Documents (unless such amount is not available or if no Control Termination Event has occurred and is continuing, the Directing Holder has consented to a lower amount)), but, in any event, in an amount sufficient to avoid the application of any co-insurance clause, (b) a comprehensive general liability insurance policy with coverage comparable to that which would be required under prudent lending requirements and in an amount not less than $1,000,000 per occurrence and (c) to the extent consistent with the Servicing Standard, a business interruption or rental loss insurance covering revenues or rents for a period of at least 12 months.  However, the Special Servicer will not be required in any event to maintain or obtain insurance coverage described in this paragraph beyond what is reasonably available at a commercially reasonable rates and consistent with the Servicing Standard.

If either (x) the Master Servicer or the Special Servicer obtains and maintains, or causes to be obtained and maintained, a blanket policy or master force-placed policy insuring against hazard losses on all of the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the Serviced Loan Combinations and the Serviced REO Properties, as applicable, as to which it is the Master Servicer or the Special Servicer, as the case may be, then, to the extent such policy (i) is obtained from an insurer meeting certain criteria set forth in the Pooling and Servicing Agreement, and (ii) provides protection equivalent to the individual policies otherwise required or (y) the Master Servicer or Special Servicer (or its corporate parent) has long-term unsecured debt obligations that are rated not lower than “A-” by Fitch and “A2” by Moody’s, and the Master Servicer or the Special Servicer self-insures for its obligation to maintain the individual policies otherwise required, then the Master Servicer or Special Servicer, as the case may be, will conclusively be deemed to have satisfied its obligation to cause hazard insurance to be maintained on the related Mortgaged Properties or Serviced REO Properties, as applicable.  Such a blanket or master force-placed policy may contain a deductible clause (not in excess of a customary amount), in which case the Master Servicer or the Special Servicer, as the case may be, that maintains such policy will be required, if there shall not have been maintained on any Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced REO Property thereunder a hazard insurance policy complying with the requirements described above, and there shall have been one or more losses that would have been covered by such an individual policy, to promptly deposit into the Collection Account (or, with respect to a Serviced Loan Combination, the related separate custodial account), from its own funds, the amount not otherwise payable under the blanket or master force-placed policy in connection with such loss or losses because of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan or the

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related Serviced Loan Combination (or, in the absence of any such deductible limitation, the deductible limitation for an individual policy which is consistent with the Servicing Standard).

The costs of the insurance premiums incurred by the Master Servicer or the Special Servicer may be recovered by the Master Servicer or the Special Servicer, as applicable, from reimbursements received from the related borrower or, if the borrower does not pay those amounts, as a Property Advance (to the extent that such Property Advances are recoverable advances) as set forth in the Pooling and Servicing Agreement.  However, even if such Property Advance would be a nonrecoverable advance, the Master Servicer or the Special Servicer, as applicable, may make such payments using funds held in the Collection Account (or, with respect to a Serviced Loan Combination, the related separate custodial account) or may be permitted or required to make such Property Advance, subject to certain conditions set forth in the Pooling and Servicing Agreement.

No pool insurance policy, special hazard insurance policy, bankruptcy bond, repurchase bond or certificate guarantee insurance will be maintained with respect to the Mortgage Loans or Serviced Loan Combinations, nor will any Mortgage Loan be subject to Federal Housing Administration insurance.

Assignment of the Mortgage Loans

The Depositor will purchase the Mortgage Loans to be included in the Issuing Entity on or before the Closing Date from the Mortgage Loan Sellers pursuant to two separate mortgage loan purchase agreements (the “Mortgage Loan Purchase Agreements”).  See “The Sponsors, Mortgage Loan Sellers and Originators” in this prospectus supplement.

On the Closing Date, the Depositor will sell, transfer or otherwise convey, assign or cause the assignment of the Mortgage Loans, without recourse, together with the Depositor’s rights and remedies against the Mortgage Loan Sellers in respect of breaches of representations and warranties regarding the Mortgage Loans, to the Trustee for the benefit of the holders of the Certificates.  On or prior to the Closing Date, the Depositor will deliver to the Custodian, the Note and certain other documents and instruments (the “Mortgage Loan Documents”) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan); except that the Mortgage Loan Documents with respect to the Crossgates Mall Loan Combination will be delivered to the Custodian on or prior to the Closing Date and such Mortgage Loan Documents (other than the Note evidencing the Mortgage Loan included in the Issuing Entity) will be transferred to the custodian related to the applicable securitization on the Crossgates Mall Note A-1A Securitization Date.  The Custodian will hold such documents in trust for the benefit of the holders of the Certificates.  The Custodian is obligated to review certain documents for each Mortgage Loan within 60 days of the Closing Date and report any missing documents or certain types of defects therein to the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Directing Holder (but for so long as no Consultation Termination Event has occurred and is continuing) and the related Mortgage Loan Seller.

Each of the Mortgage Loan Sellers will, or will retain a third party vendor (which may be the Trustee or the Custodian) to, complete the assignment and recording or filing of the related Mortgage Loan Documents to the Trustee for the benefit of the Certificateholders.  Each Mortgage Loan Seller will be required to effect (at its expense) the assignment and recordation or filing of the related Mortgage Loan Documents until the assignment and recordation or filing of all Mortgage Loan Documents has been completed.

Representations and Warranties; Repurchase; Substitution

In the Pooling and Servicing Agreement, the Depositor will assign to the Trustee for the benefit of Certificateholders the representations and warranties made by the Mortgage Loan Sellers to the Depositor in the Mortgage Loan Purchase Agreements.

Each of the Mortgage Loan Sellers will in its respective Mortgage Loan Purchase Agreement make, with respect to each Mortgage Loan sold by it that is included in the Issuing Entity, representations and warranties generally to the effect set forth on Annex F to this prospectus supplement, as of the Closing

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Date, or as of such other date specifically provided in the applicable representation and warranty, subject to exceptions set forth in Annex G to this prospectus supplement.

The Pooling and Servicing Agreement requires that the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Trustee and the Custodian notify each other, the affected Mortgage Loan Seller and the Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing) promptly upon discovery or receipt of notice of any failure to deliver Mortgage Loan Documents in a timely manner, any defect in any document constituting a part of the mortgage file (as described in the Pooling and Servicing Agreement) or any breach of any representation or warranty referred to in the preceding paragraph that, in each case, materially and adversely affects the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee in such Mortgage Loan or the related Mortgaged Property (each, a “Material Document Defect” or a “Material Breach”, as the case may be).  Each of the Mortgage Loan Purchase Agreements provides that, with respect to any such Mortgage Loan, within 90 days following its receipt of such notice from the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Custodian (or, in the case of a Material Breach or Material Document Defect that would cause the Mortgage Loan not to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3), within 90 days of the Mortgage Loan Seller or any party to the Pooling and Servicing Agreement discovering such Material Breach or Material Document Defect), the affected Mortgage Loan Seller must either (a) cure such breach or defect in all material respects, (b) repurchase such Mortgage Loan at an amount equal to the sum of (1) the outstanding principal balance of the Mortgage Loan as of the date of purchase, (2) all accrued and unpaid interest on the Mortgage Loan at the related Mortgage Rates in effect from time to time, to but not including the Due Date in the month of purchase, but excluding any yield maintenance or other prepayment penalty, (3) all related unreimbursed Property Advances plus accrued and unpaid interest on related Advances at the Advance Rate and all Special Servicing Fees and Workout Fees allocable to the Mortgage Loan (and, in the case of a Non-Serviced Mortgage Loan, unpaid fees payable to the applicable other servicer or trustee allocable to such Mortgage Loan), (4) any Liquidation Fee allocable to the Mortgage Loan, as specified below in “—Special Servicing—Special Servicing Compensation,” (5) all additional expenses of the Issuing Entity allocable to such Mortgage Loan and (6) all reasonable out-of-pocket expenses reasonably incurred or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee in respect of the defect or breach giving rise to the repurchase obligation, including any such expenses arising out of the enforcement of the repurchase obligation (such price, the “Repurchase Price”) or (c) substitute, within two years of the Closing Date, a Qualified Substitute Mortgage Loan (a “Replacement Mortgage Loan”) for the affected Mortgage Loan (the “Removed Mortgage Loan”) and pay any shortfall amount equal to the excess of the Repurchase Price of the Removed Mortgage Loan calculated as of the date of substitution over the Stated Principal Balance of the Replacement Mortgage Loan as of the date of substitution; providedthat the applicable Mortgage Loan Seller generally has an additional 90-day period (as set forth in the Pooling and Servicing Agreement) to cure the Material Document Defect or Material Breach if such Material Document Defect or Material Breach is not capable of being cured within the initial 90-day period, the Mortgage Loan Seller is diligently proceeding with that cure, and such Material Document Defect or Material Breach is not related to the Mortgage Loan not being a “qualified mortgage” within the meaning of Code Section 860G(a)(3).  See “The Pooling and Servicing Agreement—Servicing Compensation and Payment of Expenses” in this prospectus supplement.

Notwithstanding the foregoing, if there is a Material Breach or Material Document Defect with respect to one or more Mortgaged Properties with respect to a Mortgage Loan, the applicable Mortgage Loan Seller will not be obligated to repurchase the Mortgage Loan if (i) the affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan Documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan Documents and the applicable Mortgage Loan Seller provides an opinion of counsel to the effect that such release would not cause an adverse REMIC event to occur and (iii) each applicable Rating Agency has provided a No Downgrade Confirmation.

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In lieu of a Mortgage Loan Seller repurchasing, substituting or curing a Material Breach or Material Document Defect, to the extent that the Mortgage Loan Seller and the Special Servicer on behalf of the Issuing Entity (with the consent of the Directing Holder for so long as no Control Termination Event has occurred and is continuing) are able to agree upon a cash payment payable by the Mortgage Loan Seller to the Special Servicer on behalf of the Issuing Entity that would be deemed sufficient to compensate the Issuing Entity for a Material Breach or Material Document Defect (a “Loss of Value Payment”), the Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment.  Upon its making such payment, the Mortgage Loan Seller will be deemed to have cured the related Material Breach or Material Document Defect in all respects.  A Loss of Value Payment may not be made with respect to a Material Document Defect or Material Breach that is related to a Mortgage Loan not being a “qualified mortgage” within the meaning of Code Section 860G(a)(3).

A “Qualified Substitute Mortgage Loan” is a Mortgage Loan that, among other things: (i) has an outstanding Stated Principal Balance that is not more than the outstanding Stated Principal Balance of the related Removed Mortgage Loan, (ii) accrues interest at a rate of interest at least equal to that of the related Removed Mortgage Loan, (iii) has a remaining term to stated maturity of not greater than, and not more than two years less than, the remaining term to stated maturity of the related Removed Mortgage Loan, (iv) is approved, for so long as no Control Termination Event has occurred and is continuing, by the Directing Holder and (v) the Trustee and the Certificate Administrator have received a prior No Downgrade Confirmation.

The obligations of the Mortgage Loan Sellers to repurchase, substitute, cure or make a Loss of Value Payment described in the second, third and fourth preceding paragraphs constitute the sole remedies available to holders of Certificates or the Trustee for a document defect in the related mortgage file or a breach of a representation or warranty by the related Mortgage Loan Seller with respect to any Mortgage Loan.  None of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee will be obligated to purchase or substitute a Mortgage Loan if a Mortgage Loan Seller defaults on its obligation to repurchase, substitute or cure, and no assurance can be given that a Mortgage Loan Seller will fulfill such obligations.  See the discussion of the respective Mortgage Loan Sellers under “The Sponsors, Mortgage Loan Sellers and Originators” in this prospectus supplement.  If such obligation is not met as to a Mortgage Loan that is not a “qualified mortgage” within the meaning of Code Section 860G(a)(3), the Upper-Tier REMIC and the Lower-Tier REMIC may fail to qualify to be treated as a REMIC for federal income tax purposes.

Certain Matters Regarding the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor

Each of the Master Servicer, the Special Servicer and the Operating Advisor may assign its rights and delegate its duties and obligations under the Pooling and Servicing Agreement in connection with the sale or transfer of a substantial portion of its mortgage servicing, asset management or (solely with respect to the Operating Advisor) commercial mortgage surveillance, portfolio, provided that certain conditions are satisfied, including obtaining a No Downgrade Confirmation (including a No Downgrade Confirmation with respect to any Companion Loan Securities).   The resigning Master Servicer, Special Servicer or Operating Advisor, as applicable, will be required to pay all reasonable costs and expenses of each party to the Pooling and Servicing Agreement and each Rating Agency in connection with the resignation of such party.  The Pooling and Servicing Agreement provides that none of the Master Servicer, the Special Servicer or the Operating Advisor may otherwise resign from their obligations and duties as the Master Servicer, the Special Servicer or the Operating Advisor thereunder, except upon either (a) the determination that performance of its duties is no longer permissible under applicable law and provided that such determination is evidenced by an opinion of counsel delivered to the Trustee and the Certificate Administrator or (b) the appointment of a successor as described in the first sentence of this paragraph.  No such resignation may become effective until the Trustee or a successor Master Servicer, Special Servicer or Operating Advisor, as the case may be, has assumed the obligations of the Master Servicer, the Special Servicer or the Operating Advisor under the Pooling and Servicing Agreement.  The Trustee or any other successor Master Servicer, Special Servicer or Operating Advisor assuming the obligations of the Master Servicer, the Special Servicer or the Operating Advisor under the Pooling and Servicing

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Agreement generally will be entitled to the compensation to which the Master Servicer, Special Servicer or Operating Advisor would have been entitled.  If no successor Master Servicer, Special Servicer or Operating Advisor can be obtained to perform such obligations for such compensation, additional amounts payable to such successor Master Servicer, Special Servicer or Operating Advisor will be treated as Realized Losses.

The Pooling and Servicing Agreement also provides that none of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor, or any affiliate, director, officer, employee, member, manager or agent (including subservicers) of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor will be under any liability to the Issuing Entity, the holders of Certificates, any Serviced Companion Loan noteholders or any third party beneficiary for any action taken or for refraining from the taking of any action in good faith pursuant to the Pooling and Servicing Agreement (including actions taken or not taken at the direction of the Directing Holder), or for errors in judgment; provided, that none of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor or any director, officer, employee, member, manager or agent (including subservicers) of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor will be protected against any breach of its respective representations and warranties made in the Pooling and Servicing Agreement or any liability that would otherwise be imposed by reason of willful misconduct, bad faith, fraud or negligence (or in the case of the Master Servicer, the Special Servicer or the Operating Advisor, by reason of any specific liability imposed for a breach of the Servicing Standard or the Operating Advisor Standard, as applicable) in the performance of duties thereunder or by reason of negligent disregard of obligations and duties thereunder.  The Pooling and Servicing Agreement further provides that the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor and any affiliate, director, officer, employee, member, manager or agent (including subservicers) of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor will be entitled to indemnification by the Issuing Entity for any loss, liability or expense incurred in connection with any claim, loss, penalty, fine, foreclosure, judgment, liability or legal action relating to the Pooling and Servicing Agreement or the Certificates, other than any loss, liability or expense (including legal fees and expenses) (i) incurred by reason of willful misconduct, bad faith, fraud or negligence in the performance of duties thereunder or by reason of negligent disregard of obligations and duties thereunder or (ii) in the case of the Depositor and any of its directors, officers, members, managers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities law.  With respect to a Serviced Loan Combination, the expenses, costs and liabilities described in the preceding sentence above that relate to the applicable Loan Combination will be paid out of amounts on deposit in the separate custodial account maintained with respect to such Loan Combination (allocated in accordance with the expense allocation provision of the related Intercreditor Agreement).  If funds in the applicable custodial account relating to a Serviced Loan Combination are insufficient, then any deficiency will be paid from amounts on deposit in the Collection Account.

The Pooling and Servicing Agreement will also provide that the servicer, special servicer, certificate administrator and trustee of a Non-Serviced Mortgage Loan, and any director, officer, employee or agent of any of them will be entitled to indemnification by the Issuing Entity and held harmless against the Issuing Entity’s pro rata share of any liability or expense incurred in connection with any legal action or claim that relates to the related Non-Serviced Mortgage Loan under the applicable servicing agreement or the Pooling and Servicing Agreement; provided, however, that such indemnification will not extend to any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence on the part of such party in the performance of its obligations or duties or by reason of negligent disregard of its obligations or duties under the applicable servicing agreement or related intercreditor agreement.

In addition, the Pooling and Servicing Agreement provides that none of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor will be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under the Pooling and Servicing Agreement and which in its opinion does not expose it to any expense or liability not recoverable from the Issuing Entity.  Each of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor may, however, in its discretion undertake any such action that it may deem necessary or desirable with respect to the Pooling and Servicing Agreement and the rights and duties of

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the parties to the Pooling and Servicing Agreement and the interests of the holders of Certificates and  Companion Loan Securities, as applicable, thereunder.  In such event, the legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuing Entity, and the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor will be entitled to be reimbursed therefor from the Collection Account (or with respect to a Serviced Loan Combination, first from the related separate custodial account, as described in the second preceding paragraph).

The management, prosecution, defense and/or settlement of claims and litigation relating to any Mortgage Loan brought against the Issuing Entity or any party to the Pooling and Servicing Agreement will generally be handled by the Master Servicer and the Special Servicer; subject to certain rights of the Trustee to appear in any such action to which it is a named party and the rights of certain parties to the Pooling and Servicing Agreement to indemnification for certain costs or liabilities arising from such litigation, all as more specifically provided for in the Pooling and Servicing Agreement.

The Depositor is not obligated to monitor or supervise the performance of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee under the Pooling and Servicing Agreement.  The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer or the Special Servicer under the Pooling and Servicing Agreement and may, but is not obligated to, perform or cause a designee to perform any defaulted obligation of the Master Servicer or the Special Servicer or exercise any right of the Master Servicer or the Special Servicer under the Pooling and Servicing Agreement.  In the event the Depositor undertakes any such action, it will be reimbursed by the Issuing Entity from the Collection Account (or with respect to a Serviced Loan Combination, to the extent such reimbursement is allocable to such Serviced Loan Combination, first from the related custodial account), to the extent not recoverable from the Master Servicer or Special Servicer, as applicable.  Any such action by the Depositor will not relieve the Master Servicer or the Special Servicer of its obligations under the Pooling and Servicing Agreement.

Any person into which the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor may be merged or consolidated, or any person resulting from any merger or consolidation to which the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor is a party, or any person succeeding to the business of the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor, will be the successor of the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor under the Pooling and Servicing Agreement, and shall be deemed to have assumed all of the liabilities and obligations of the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor under the Pooling and Servicing Agreement if each of the Rating Agencies then rating any Certificates has provided a No Downgrade Confirmation (and each rating agency then rating any Companion Loan Securities has provided a No Downgrade Confirmation); provided, however, no Rating Agency shall be required to provide a No Downgrade Confirmation if (x) the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor is merged into or consolidated with a Qualified Affiliate or transfers all or substantially all of its assets to a Qualified Affiliate or (y) the Master Servicer or the Special Servicer enters into a merger and the Master Servicer or the Special Servicer, as applicable, is the surviving entity.

A “Qualified Affiliate” is any person (a) that is organized and doing business under the laws of any state of the United States or the District of Columbia, (b) that is in the business of performing the duties of a servicer of mortgage loans, and (c) as to which 50% or greater of its outstanding voting stock or equity ownership interest are directly or indirectly owned by the Master Servicer or the Special Servicer, as applicable, or by any person or persons who directly or indirectly own equity ownership interests in the Master Servicer or the Special Servicer, as applicable.

Servicer Termination Events

“Servicer Termination Events” under the Pooling and Servicing Agreement with respect to the Master Servicer or the Special Servicer, as the case may be, will include, without limitation:

(a)        with respect to the Master Servicer only, any failure by the Master Servicer (i) to make a required deposit to the Collection Account on the day such deposit was first required to be made,

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which failure is not remedied within two business days, (ii) to deposit into, or remit to the Certificate Administrator for deposit into, the Distribution Account any amount required to be so deposited or remitted (including any required P&I Advance, unless the Master Servicer determines that such P&I Advance would not be recoverable), which failure is not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date (provided, however, that to the extent the Master Servicer does not timely make such remittances to the Certificate Administrator, the Master Servicer will be required to pay the Certificate Administrator for the account of the Certificate Administrator interest on any amount not timely remitted at the Prime Rate from and including the applicable required remittance date to, but not including, the date such remittance is actually made) or (iii) to remit to any holder of a Serviced Companion Loan, as and when required by the Pooling and Servicing Agreement or the related intercreditor agreement, any amount required to be so remitted which failure continues for two business days;

(b)        with respect to the Special Servicer only, any failure by the Special Servicer to deposit into the REO Account on the day such deposit is required to be made and such failure continues unremedied for two business days, or to remit to the Master Servicer for deposit in the Collection Account (or, in the case of a Serviced Loan Combination, the related custodial account) any such remittance required to be made, under the Pooling and Servicing Agreement; provided, however, that the failure of the Special Servicer to remit such remittance to the Master Servicer will not be a Servicer Termination Event if such failure is remedied within two business days and if the Special Servicer has compensated the Master Servicer for any loss of income (at the Advance Rate) on such amount suffered by the Master Servicer due to and caused by the late remittance of the Special Servicer and reimbursed the Issuing Entity for any resulting advance interest due to the Master Servicer;

(c)        any failure by the Master Servicer or the Special Servicer duly to observe or perform in any material respect any of its other covenants or obligations under the Pooling and Servicing Agreement, which failure continues unremedied for 30 days (15 days in the case of the Master Servicer’s failure to make a Property Advance or 45 days in the case of failure to pay the premium for any insurance policy required to be force placed by the Master Servicer or the Special Servicer, as the case may be, pursuant to the Pooling and Servicing Agreement or in any event such reasonable shorter period of time as is necessary to avoid the commencement of foreclosure proceedings for any lien relating to unpaid real estate taxes or assessments or a lapse in any required insurance coverage) after written notice of the failure has been given to the Master Servicer or the Special Servicer, as the case may be, by any other party to the Pooling and Servicing Agreement, by the Certificateholders of any Class, evidencing Percentage Interests aggregating not less than 25% of such Class or by a holder of a Serviced Companion Loan, if affected; provided, if that failure is capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing that cure, that 30- or 45-day period, as applicable, will be extended an additional 30 days;

(d)        any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty in the Pooling and Servicing Agreement which materially and adversely affects the interests of any Class of Certificateholders or holder of a Serviced Companion Loan and which continues unremedied for a period of 30 days after the date on which notice of that breach, requiring the same to be remedied, is given to the Master Servicer or the Special Servicer, as the case may be, by any other party to the Pooling and Servicing Agreement, or to the Master Servicer, the Special Servicer, the Depositor and the Trustee by the holders of Certificates of any Class evidencing Percentage Interests aggregating not less than 25% of such Class or by a holder of a Serviced Companion Loan, if affected; provided, if that breach is capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing that cure, that 30-day period will be extended an additional 30 days;

(e)        certain events of insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings in respect of or relating to the Master Servicer or the Special Servicer, as applicable, and certain actions by or on behalf of the Master Servicer or the Special Servicer indicating its insolvency or inability to pay its obligations;

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(f)         (i) Moody’s or KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or Companion Loan Securities, or (B) placed one or more Classes of Certificates or Companion Loan Securities on “watch status” in contemplation of possible rating downgrade or withdrawal (and such qualification, downgrade or withdrawal or “watch status” placement shall not have been withdrawn by Moody’s or KBRA, as applicable, within sixty (60) days of such actual knowledge by the Master Servicer or Special Servicer, as applicable), and, in case of either of clause (A) or (B), citing servicing concerns with the Master Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating action; or (ii) the Master Servicer or Special Servicer, as applicable, ceases to have a master servicer rating of at least “CMS3” or “CSS3”, respectively, from Fitch and such rating is not reinstated within thirty (30) days; and

(g)        so long as the Issuing Entity is subject to Exchange Act reporting requirements, any failure by the Master Servicer or Special Servicer, as applicable, to deliver to the Trustee and the Certificate Administrator (i) an annual certification regarding such servicer’s compliance with the terms of the Pooling and Servicing Agreement, as well as an assessment of compliance with certain servicing criteria and an accountant’s attestation report with respect to such assessment by the time required under the Pooling and Servicing Agreement after any applicable grace period or (ii) any Exchange Act reporting items that a primary servicer, sub-servicer or servicing function participant (such entity, the “Sub-Servicing Entity”) retained by the Master Servicer or Special Servicer, as applicable (but excluding any Sub-Servicing Entity which the Master Servicer or Special Servicer has been directed to retain by a Sponsor or Mortgage Loan Seller) is required to deliver (after any applicable grace period) (any Sub-Servicing Entity will be terminated if it defaults in accordance with the provision of this clause (g)).

Rights upon a Servicer Termination Event

If a Servicer Termination Event with respect to the Master Servicer or the Special Servicer, as applicable, occurs and is continuing, then the Trustee may, and at the written direction of (1) the holders of Certificates evidencing at least 51% of the aggregate Voting Rights, (2) in the case of the Special Servicer, for so long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative, or (3) the Depositor (with respect to clause (g) of the definition of “Servicer Termination Event”), the Trustee will be required to, terminate all of the rights (other than certain rights to indemnification, compensation and (in certain limited circumstances) the excess servicing strip as provided in the Pooling and Servicing Agreement) and obligations of the Master Servicer as master servicer or the Special Servicer as special servicer, as the case may be, under the Pooling and Servicing Agreement.  In the case of a Servicer Termination Event pursuant to clause (f) of the definition thereof, the Trustee will be required to notify Certificateholders and Serviced Companion Loan noteholders of such Servicer Termination Event and request whether such Certificateholders and, if applicable, the Serviced Companion Loan noteholders favor such termination.  Notwithstanding the foregoing, upon any termination of the Master Servicer or the Special Servicer, as applicable, under the Pooling and Servicing Agreement, the Master Servicer or the Special Servicer, as applicable, will continue to be entitled to receive all accrued and unpaid servicing compensation through the date of termination plus reimbursement for all Advances and interest thereon as provided in the Pooling and Servicing Agreement.

Notwithstanding the foregoing, if a Servicer Termination Event with respect to the Master Servicer affects a Serviced Companion Loan and the Master Servicer is not otherwise terminated, the holder of such Serviced Companion Loan will be entitled to request that the Trustee direct the Master Servicer to appoint a sub-servicer (or if the related Serviced Loan Combination is currently being sub-serviced, then the Trustee may direct the Master Servicer to replace such sub-servicer with a new sub-servicer but only if such original sub-servicer is in default (beyond any applicable cure periods) under the related sub-servicing agreement, and the Master Servicer will be permitted to terminate the sub-servicing agreement due to such default) that will be responsible for servicing the related Serviced Loan Combination; provided that the Trustee will be required to direct the Master Servicer to obtain a No Downgrade Confirmation (including a No Downgrade Confirmation with respect to any Companion Loan Securities) (at the expense of the requesting party) with respect to the appointment of such sub-servicer.

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On and after the date of termination following a Servicer Termination Event by the Master Servicer or the Special Servicer, the Trustee will succeed to all authority and power of the Master Servicer or the Special Servicer, as applicable, under the Pooling and Servicing Agreement (and any sub-servicing agreements) and generally will be entitled to the compensation arrangements to which the Master Servicer or the Special Servicer, as applicable, would have been entitled.  If the Trustee is unwilling or unable so to act, or holders of Certificates evidencing (i) in the case of the Master Servicer, at least 25% of the aggregate Voting Rights or, for so long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative, or (ii) in the case of the Special Servicer, at least 25% of the aggregate Voting Rights (or, for so long as no Control Termination Event has occurred and is continuing, the Directing Holder) so request, or, with respect to a Serviced Loan Combination, if an affected Serviced Companion Loan noteholder so requests, or if the Trustee is not an “approved” servicer by any of the rating agencies for mortgage pools similar to the one held by the Issuing Entity, the Trustee must appoint, or petition a court of competent jurisdiction for the appointment of, a mortgage loan servicing institution that, for so long as no Control Termination Event has occurred and is continuing, has been approved by the Directing Holder (which approval shall not be unreasonably withheld in the case of the appointment of a successor Master Servicer) to act as successor to the Master Servicer or the Special Servicer, as applicable, under the Pooling and Servicing Agreement; provided that the Trustee must obtain a No Downgrade Confirmation (including a No Downgrade Confirmation with respect to any Companion Loan Securities).  Pending such appointment, the Trustee is obligated to act in such capacity unless the Trustee is prohibited by law from so acting.  The Trustee and any such successor may agree upon the servicing compensation to be paid; provided, that no such compensation may be in excess of that permitted to the terminated Master Servicer or Special Servicer, provided, further, that if no successor can be obtained to perform the obligations of the terminated Master Servicer or Special Servicer, additional amounts may be paid to such successor and such amounts in excess of that permitted the terminated Master Servicer or Special Servicer shall be treated as Realized Losses.  All reasonable costs and expenses of the Trustee (including the cost of obtaining a No Downgrade Confirmation and any applicable indemnity) or the successor Master Servicer or successor Special Servicer incurred in connection with transferring the mortgage files to the successor Master Servicer or Special Servicer and amending the Pooling and Servicing Agreement to reflect such succession are required to be paid by the predecessor Master Servicer or the Special Servicer, as applicable, upon presentation of reasonable documentation of such costs and expenses.  If the predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the Trustee or the successor Master Servicer or Special Servicer for such expenses within 90 days after the presentation of reasonable documentation, such expense is required to be reimbursed by the Issuing Entity; provided that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses.

No Certificateholder or holder of a Serviced Companion Loan, as applicable, will have any right under the Pooling and Servicing Agreement to institute any proceeding with respect to the Pooling and Servicing Agreement or the Mortgage Loans, unless, with respect to the Pooling and Servicing Agreement, such holder or such holder of a Serviced Companion Loan, as applicable, previously has given to the Trustee a written notice of a default under the Pooling and Servicing Agreement, and of the continuance thereof, and unless the holder of such Serviced Companion Loan or the holders of Certificates of any Class affected thereby evidencing Percentage Interests of at least 25% of such Class, as applicable, have made written request of the Trustee to institute such proceeding in its capacity as Trustee under the Pooling and Servicing Agreement and have offered to the Trustee such security or indemnity reasonably satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of security or indemnity, failed or refused to institute such proceeding.

The Trustee will have no obligation to make any investigation of matters arising under the Pooling and Servicing Agreement or to institute, conduct or defend any litigation under the Pooling and Servicing Agreement or in relation to it at the request, order or direction of any of the holders of Certificates, unless such holders of Certificates shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred in connection with such action.

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Notwithstanding the foregoing discussion in this “—Rights upon a Servicer Termination Event” section, if the Master Servicer is terminated under the circumstances described above because of the occurrence of any of the events described in clause (f) under “—Servicer Termination Events” above, the Master Servicer will have the right, at its expense, to sell its master servicing rights with respect to the Mortgage Loans to a successor Master Servicer in connection with whose appointment a No Downgrade Confirmation (including a No Downgrade Confirmation with respect to any Companion Loan Securities) has been provided, in accordance with the terms set forth in the Pooling and Servicing Agreement, including that any successor Master Servicer fulfill the ratings requirements for successor Master Servicer set forth in the Pooling and Servicing Agreement.

In addition, the Depositor may direct the Trustee to terminate the Master Servicer upon 5 business days’ written notice if the Master Servicer fails to comply with certain of its reporting obligations under the Pooling and Servicing Agreement (subject to any applicable grace period).

Waivers of Servicer Termination Events and Operating Advisor Termination Events

A Servicer Termination Event or Operating Advisor Termination Event may be waived by the Certificateholders evidencing not less than 66-2/3% of the aggregate Voting Rights of the Certificates and each Serviced Companion Loan noteholder adversely affected by such Servicer Termination Event or Operating Advisor Termination Event, except (a) a Servicer Termination Event under clause (g) of the definition of “Servicer Termination Events” may be waived only with the consent of the Depositor and (b) a default in making any required deposits to or payments from the Collection Account, any Serviced Loan Combination custodial account or the Lower-Tier Distribution Account or in remitting payments as received, in each case in accordance with the Pooling and Servicing Agreement.

Amendment

The Pooling and Servicing Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the holders of Certificates or holders of any Serviced Companion Loans (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements herein (or in the private placement memorandum relating to the Private Certificates) made with respect to the Certificates, the Issuing Entity or the Pooling and Servicing Agreement or to correct or supplement any provisions in the Pooling and Servicing Agreement which may be defective or inconsistent with any other provisions in the Pooling and Servicing Agreement; (iii) to amend any provision thereof to the extent necessary or desirable to maintain the rating or ratings then assigned to each Class of Certificates or Companion Loan Securities (providedthat such amendment does not reduce the consent or consultation rights of the Controlling Class Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement); (iv) to amend or supplement a provision, or to supplement any provisions in the Pooling and Servicing Agreement to the extent not inconsistent with the provisions of the Pooling and Servicing Agreement, or any other change which will not adversely affect in any material respect the interests of any Certificateholder or holder of a Serviced Companion Loan not consenting thereto, as evidenced in writing by an opinion of counsel or, if solely affecting any Certificateholder or holder of a Serviced Companion Loan, in respect of which a No Downgrade Confirmation (including a No Downgrade Confirmation with respect to any Companion Loan Securities) has been obtained, (v) to modify the procedures set forth in the Pooling and Servicing relating to compliance with Rule 17g-5 under the Exchange Act (“Rule 17g-5”), and (vi) if a TIA Applicability Determination (as defined below) is made, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement to the extent necessary to (A) effect the qualification of the Pooling and Servicing Agreement under the Trust Indenture Act of 1939 (the “TIA”) or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to clause (A).  Any amendment described in the previous sentence may not (a) materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the

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Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent or (b) adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an opinion of counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each applicable Rating Agency.  The Pooling and Servicing Agreement requires that no such amendment shall cause the Upper-Tier REMIC, the Lower-Tier REMIC to fail to qualify as a REMIC or cause any Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes.

With respect to clause (vi) above, a recent federal district court ruling on a motion to dismiss (Retirement Bd. of the Policemen’s Annuity and Benefit Fund of the City of Chicago, et al. v. The Bank of New York Mellon, 11 Civ. 5459 (WHP) (S.D.N.Y. Apr. 3, 2012)) held that the TIA was applicable to certain agreements that are similar to the Pooling and Servicing Agreement.  While this ruling is contrary to its previously published guidance and historical industry practice, on May 3, 2012, the Division of Corporate Finance of the SEC advised that it is considering Trust Indenture Act CDI 202.01 in light of this ruling.  Based on the SEC’s guidance prior to this ruling and historical industry practice, the Pooling and Servicing Agreement has not been qualified under the TIA.  If, subsequent to the date of this prospectus supplement, the Depositor, upon consultation with the Trustee, has determined that the TIA does apply to the Pooling and Servicing Agreement or that qualification under the TIA or any similar federal statute hereafter enacted is required (a “TIA Applicability Determination”), the Pooling and Servicing Agreement will provide that it will be amended without the consent of any Certificateholder to the extent necessary to comply with the TIA.  In addition, if the TIA were to apply to the Pooling and Servicing Agreement, the TIA provides that certain provisions would automatically be deemed to be included in the Pooling and Servicing Agreement (and the Pooling and Servicing Agreement thus would be statutorily amended without any further action); provided, that it will be deemed that the parties to the Pooling and Servicing Agreement have agreed that, to the extent permitted under the TIA, the Pooling and Servicing Agreement will expressly exclude any non-mandatory provisions that (x) conflict with the provisions of the Pooling and Servicing Agreement or would otherwise alter the provisions of the Pooling and Servicing Agreement or (y) increase the obligations, liabilities or scope of responsibility of any party to the Pooling and Servicing Agreement.  Generally, the TIA provisions include additional obligations of the Trustee, certain additional reporting requirements and heightened conflict of interest rules which may require, for example, that the Trustee resign if the interests of the holders of the various classes of Certificates differ from one another under certain circumstances and that one or more other trustees be appointed in its place.  While investors should understand the potential for such amendments, investors should not purchase Certificates with any expectation that the TIA will be determined to apply or that any such amendments will be made.

The Pooling and Servicing Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee with the consent of the holders of Certificates evidencing at least 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby, the holders of the Serviced Companion Loans affected thereby and the holders of any Non-Serviced Companion Loans affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the holders of Certificates; provided, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby, or which are required to be distributed to the holder of any Serviced Companion Loan, without the consent of the holder of such Serviced Companion Loan; (ii) alter the obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance or alter the Servicing Standard or Operating Advisor Standard set forth in the Pooling and Servicing Agreement without the consent of the holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan noteholders; (iii) change the percentages of Voting Rights or Percentage Interests of holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement; (iv) amend the section in the Pooling and Servicing Agreement relating to the amendment of

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the Pooling and Servicing Agreement, in each case, without the consent of the holders of all Certificates representing all the Percentage Interests of the Class or Classes affected thereby and consent of the holder of any affected Serviced Companion Loans; or (v) significantly change the activities of the Issuing Entity (insofar as such change would adversely affect the status of the Trust as a “qualifying special purpose entity” under the statements of the Financial Accounting Standards Board).

Further, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and from time to time, without the consent of the Certificateholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an opinion of counsel (obtained at the expense of the Issuing Entity), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.

Notwithstanding the foregoing, no amendment may be made (i) which adversely affects the rights, including (without limitation) as a third-party beneficiary hereunder, and/or obligations of any Mortgage Loan Seller, initial purchaser or Underwriter without its written consent or (ii) which adversely affects (as determined by the applicable Companion Loan noteholder in good faith) the rights and/or obligations of any Companion Loan noteholder without its written consent.

No Downgrade Confirmation

The Pooling and Servicing Agreement will provide that, notwithstanding the terms of the related Mortgage Loan Documents or other provisions of the Pooling and Servicing Agreement, if any action under such Mortgage Loan Documents or the Pooling and Servicing Agreement requires a No Downgrade Confirmation from each of the Rating Agencies as a condition precedent to such action, if the party (the “Requesting Party”) required to obtain such No Downgrade Confirmation has made a request to any Rating Agency for such No Downgrade Confirmation and, within 10 business days of such request being posted to the Rule 17g-5 website established under the Pooling and Servicing Agreement, such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for No Downgrade Confirmation, then (i) such Requesting Party will be required to confirm (without providing notice to the 17g-5 Information Provider) that the applicable Rating Agency has received the No Downgrade Confirmation request, and, if it has not, promptly request the related No Downgrade Confirmation again and (ii) if there is no response to either such No Downgrade Confirmation request within 5 business days of such second request or such Rating Agency has responded in a manner that indicates it is neither reviewing such request nor waiving the requirement for No Downgrade Confirmation, (x) with respect to any condition in any Mortgage Loan Document requiring such No Downgrade Confirmation, or with respect to any other matter under the Pooling and Servicing Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is the related borrower, then the Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and Serviced REO Loans), as applicable) will be required to determine, in accordance with its duties under the Pooling and Servicing Agreement and in accordance with the Servicing Standard, whether or not such action would be in the best interests of the Certificateholders and, in the case of a Serviced Loan Combination, Certificateholders and any holder of the related Serviced Companion Loan (as a collective whole as if such Certificateholders and Serviced Companion Loan holders constituted a single lender), and if the Requesting Party (or, if the Requesting Party is the related borrower, then the Master Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of such parties, then the requirement for a No Downgrade Confirmation will be deemed not to apply (provided, that with respect to defeasance, release or substitution of any collateral relating to any Mortgage Loan, any No Downgrade Confirmation requirement with respect to which the Master Servicer or Special Servicer would have been required to

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make the determination above will be deemed not to apply regardless of any such determination by the Requesting Party (or, if the Requesting Party is the related borrower, the Master Servicer or Special Servicer, as applicable) (it being understood that the Requesting Party (or the Master Servicer or the Special Servicer, as applicable) will in any event review the other conditions required under the related Mortgage Loan Documents with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Servicing Standard that such conditions (other than the requirement for a No Downgrade Confirmation) have been satisfied)), and (y) with respect to a replacement of the Master Servicer or the Special Servicer, such condition will be deemed to be satisfied if (i) the applicable replacement is rated at least “CMS3” (in the case of the Master Servicer) or “CSS3” (in the case of the Special Servicer), if Fitch is the non-responding Rating Agency; (ii) KBRA has not cited servicing concerns of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other CMBS transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency; or (iii) Moody’s has not cited servicing concerns of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other CMBS transaction serviced by the applicable servicer prior to the time of determination, if Moody’s is the non-responding Rating Agency.

For all other matters or actions not specifically discussed above, the applicable Requesting Party will be required to obtain a No Downgrade Confirmation from each of the Rating Agencies.  In the event an action otherwise requires a No Downgrade Confirmation from each of the Rating Agencies, in absence of such No Downgrade Confirmation, there can be no assurance that any Rating Agency will not downgrade, qualify or withdraw its ratings as a result of any such action taken by the Master Servicer or the Special Servicer in accordance with the procedures discussed above.

Any No Downgrade Confirmation requests made by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, pursuant to the Pooling and Servicing Agreement, will be required to be made in writing, which writing must contain a cover page indicating the nature of the No Downgrade Confirmation request, and must contain all back-up material necessary for the Rating Agency to process such request.  Such written No Downgrade Confirmation requests must be provided in electronic format to the 17g-5 Information Provider (who will be required to promptly post such request to the 17g-5 Information Provider’s website) and promptly, but not earlier than the second business day following such delivery to the 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, will be required to send the No Downgrade Confirmation request to the Rating Agencies in accordance with the delivery instructions in the Pooling and Servicing Agreement.

The Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee will be permitted (but not required) to orally communicate with the Rating Agencies regarding any Mortgage Loan, any Loan Combination, any Certificateholder, any holder of a Companion Loan, any Mortgaged Property or any REO Property, provided that such party summarizes the information provided to the Rating Agencies in such communication in writing and provides the 17g-5 Information Provider with such written summary the same day such communication takes place.  The 17g-5 Information Provider will be required to post such written summary on the 17g-5 Information Provider’s website in accordance with the provisions of the Pooling and Servicing Agreement.  All other information required to be delivered to the Rating Agencies pursuant to the Pooling and Servicing Agreement or requested by the Rating Agencies, will first be provided to the 17g-5 Information Provider in electronic format, who will be required to post such information to the 17g-5 Information Provider’s website in accordance with the Pooling and Servicing Agreement, and promptly, but not earlier than two business days following the delivery of such information to the 17g-5 Information Provider, be delivered by the applicable party to the Rating Agencies in accordance with the delivery instructions set forth in the Pooling and Servicing Agreement.

“No Downgrade Confirmation” means, with respect to any matter, confirmation in writing by each applicable Rating Agency that a proposed action, failure to act or other event so specified will not in and of itself result in the downgrade, withdrawal or qualification of the then-current rating assigned to any

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Class of Certificates if then rated by the Rating Agency; provided that a written waiver or acknowledgment from the Rating Agency indicating its decision not to review the matter for which the No Downgrade Confirmation is sought will be deemed to satisfy the requirement for the No Downgrade Confirmation from the Rating Agency with respect to such matter and the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, may proceed with the contemplated action(s) as if it had received the No Downgrade Confirmation.  At any time during which no Certificates are rated by a Rating Agency, no No Downgrade Confirmation will be required from that Rating Agency.  With respect to any matter affecting any Serviced Pari Passu Companion Loan, any No Downgrade Confirmation shall also refer to the nationally recognized statistical rating organizations (“NRSROs”) then rating the securities representing an interest in such loan and such rating organizations’ respective ratings of such securities.

Evidence of Compliance

See “Description of the Pooling Agreements—Evidence as to Compliance” in the prospectus for a description of certain provisions of the Pooling and Servicing Agreement requiring the Trustee, the Certificate Administrator, the Master Servicer, Special Servicer and each servicing function participant to provide an annual certification regarding their compliance with the terms of the Pooling and Servicing Agreement, as well as an assessment of compliance with certain servicing criteria and an accountant’s attestation report with respect to such assessment.  The Trustee, the Certificate Administrator and Master Servicer, Special Servicer and Operating Advisor that will be required to provide an annual certification and an assessment of compliance and accountant’s attestation report regarding their compliance with the terms of the Pooling and Servicing Agreement in this transaction are U.S. Bank National Association, Wells Fargo Bank, National Association, Midland Loan Services, a Division of PNC Bank, National Association and Pentalpha Surveillance LLC.

Voting Rights

At all times during the term of the Pooling and Servicing Agreement, 98% of the voting rights for the Certificates (the “Voting Rights”) shall be allocated among the holders of the respective Classes of Sequential Pay Certificates in proportion to the Certificate Balances of their Certificates, and 2% of the Voting Rights will be allocated pro rata, based on their respective Notional Balances at the time of determination, among the holders of the Class X-A and Class X-B Certificates.  Voting Rights allocated to a Class of Certificateholders shall be allocated among such Certificateholders in proportion to the Percentage Interests in such Class evidenced by their respective Certificates.  No Voting Rights will be allocated to the Class LR, Class R or Class V Certificates.

Realization Upon Mortgage Loans

If a payment default or material non-monetary default on a Mortgage Loan (other than a Non-Serviced Mortgage Loan) has occurred, then, pursuant to the Pooling and Servicing Agreement, the Special Servicer, on behalf of the Trustee, may, in accordance with the terms and provisions of the Pooling and Servicing Agreement, at any time institute foreclosure proceedings, exercise any power of sale contained in the related Mortgage, obtain a deed in lieu of foreclosure, or otherwise acquire title to the related Mortgaged Property, by operation of law or otherwise.  The Special Servicer is not permitted, however, to cause the Trustee to acquire title to any Mortgaged Property, have a receiver of rents appointed with respect to any Mortgaged Property or take any other action with respect to any Mortgaged Property that would cause the Trustee, for the benefit of the Certificateholders, or any other specified person to be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or an “operator” of such Mortgaged Property within the meaning of certain federal environmental laws, unless the Special Servicer has determined in accordance with the Servicing Standard, based on an updated environmental assessment report prepared by a person who regularly conducts environmental audits (which report will be an expense of the Issuing Entity) that:

(a)        such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant, that it would be in the best economic interest of

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the Issuing Entity (and with respect to the Serviced Loan Combinations, the Serviced Companion Loan Noteholders), as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender, to take such actions as are necessary to bring such Mortgaged Property in compliance therewith, and

(b)        there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be required, after consultation with an environmental consultant, it would be in the best economic interest of the Issuing Entity to take such actions with respect to the affected Mortgaged Property.

Such requirement precludes enforcement of the security for the related Mortgage Loan until a satisfactory environmental site assessment is obtained (or until any required remedial action is taken), but will decrease the likelihood that the Issuing Entity will become liable for a material adverse environmental condition at the Mortgaged Property.  However, there can be no assurance that the requirements of the Pooling and Servicing Agreement will effectively insulate the Issuing Entity from potential liability for a materially adverse environmental condition at any Mortgaged Property.

If title to any Mortgaged Property is acquired by the Issuing Entity, the Special Servicer, on behalf of the Issuing Entity, will be required to sell the Mortgaged Property prior to the close of the third calendar year following the year in which the Issuing Entity acquires such Mortgaged Property, unless (i) the Internal Revenue Service grants or has not denied an extension of time to sell such property or (ii) the Trustee and the Certificate Administrator receive an opinion of independent counsel to the effect that the holding of the property by the Issuing Entity beyond such period will not result in the imposition of a tax on the Issuing Entity or cause the Issuing Entity (or any designated portion thereof) to fail to qualify as a REMIC under the Code at any time that any Certificate is outstanding. Subject to the foregoing and any other tax-related limitations, the Special Servicer will generally be required to attempt to sell any Mortgaged Property so acquired on the same terms and conditions it would if it were the owner.  If title to any Mortgaged Property is acquired by the Special Servicer on behalf of the Issuing Entity, the Special Servicer will also be required to ensure that the Mortgaged Property is administered so that it constitutes “foreclosure property” within the meaning of Code Section 860G(a)(8) at all times and that income from the operation or the sale of such property does not result in the receipt by the Issuing Entity of any income from non-permitted assets as described in Code Section 860F(a)(2)(B) with respect to such property.  If the Issuing Entity acquires title to any Mortgaged Property, the Special Servicer, on behalf of the Issuing Entity, generally will be required to retain an independent contractor to manage and operate such property.  The retention of an independent contractor, however, will not relieve the Special Servicer of its obligation to manage such Mortgaged Property as required under the Pooling and Servicing Agreement.

In general, the Special Servicer will be obligated to cause any Mortgaged Property acquired as an REO Property to be operated and managed in a manner that would, in its good faith and reasonable judgment and to the extent commercially feasible, maximize the Issuing Entity’s net after-tax proceeds from such property.  After the Special Servicer reviews the operation of such property and consults with the Certificate Administrator to determine the Issuing Entity’s federal income tax reporting position with respect to income it is anticipated that the Issuing Entity would derive from such property, the Special Servicer could determine, pursuant to the Pooling and Servicing Agreement, that it would not be commercially feasible to manage and operate such property in a manner that would avoid the imposition of a tax on “net income from foreclosure property” within the meaning of the REMIC Regulations (such tax referred to in this prospectus supplement as the “REO Tax”).  To the extent that income the Issuing Entity receives from an REO Property is subject to a tax on “net income from foreclosure property,” such income would be subject to federal tax at the highest marginal corporate tax rate (currently 35%).  The determination as to whether income from an REO Property would be subject to an REO Tax will depend on the specific facts and circumstances relating to the management and operation of each REO Property.  Any REO Tax imposed on the Issuing Entity’s income from an REO Property would reduce the amount

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available for distribution to Certificateholders.  Certificateholders are advised to consult their own tax advisors regarding the possible imposition of the REO Tax in connection with the operation of commercial REO Properties by REMICs.  The Special Servicer will be required to sell any REO Property acquired on behalf of the Issuing Entity within the time period and in the manner described under “—Sale of Defaulted Mortgage Loans and REO Properties” in this prospectus supplement.

Under the Pooling and Servicing Agreement, the Special Servicer is required to establish and maintain one or more REO Accounts, to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and with respect to a Serviced Loan Combination, the holder of the related Serviced Companion Loan, for the retention of revenues and insurance proceeds derived from each REO Property.  The Special Servicer is required to use the funds in the REO Account to pay for the proper operation, management, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relate to such REO Property.  To the extent that amounts in the REO Account in respect of any REO Property are insufficient to make such payments, the Master Servicer is required to make a Property Advance, unless it determines such Property Advance would be nonrecoverable.  Within one business day following the end of each Collection Period, the Special Servicer is required to deposit all amounts received in respect of each REO Property during such Collection Period, net of any amounts withdrawn to make any permitted disbursements, to the Collection Account; provided that the Special Servicer may retain in the REO Account permitted reserves.

Under the Pooling and Servicing Agreement, the Certificate Administrator is required to establish and maintain an Excess Liquidation Proceeds Account, in its own name on behalf of the Trustee, in trust for the benefit of the Certificateholders.  Upon the disposition of any REO Property as described above, to the extent that Liquidation Proceeds (net of related liquidation expenses of such Mortgage Loan or Serviced Loan Combination or related REO Property) exceed the amount that would have been received if a principal payment and all other amounts due with respect to such Mortgage Loan and any related Serviced Companion Loan have been paid in full on the Due Date immediately following the date on which proceeds were received (such excess being “Excess Liquidation Proceeds”), such amount will be deposited in the Excess Liquidation Proceeds Account for distribution as provided in the Pooling and Servicing Agreement.

Sale of Defaulted Mortgage Loans and REO Properties

If the Special Servicer determines in accordance with the Servicing Standard that it would be in the best interests of the Certificateholders and, in the case of a Serviced Loan Combination, Certificateholders and any holder of the related Serviced Companion Loan (as a collective whole as if such Certificateholders and Serviced Companion Loan holders constituted a single lender) to attempt to sell a Defaulted Mortgage Loan (other than a Non-Serviced Loan Combination), the Special Servicer will be required to use reasonable efforts to solicit offers for each Defaulted Mortgage Loan on behalf of the Certificateholders and the holder of any related Serviced Companion Loan in such manner as will be reasonably likely to realize a fair price.  The Special Servicer is required to accept the first (and, if multiple offers are contemporaneously received, the highest) cash offer received from any person that constitutes a fair price for the Defaulted Mortgage Loan.  The Special Servicer is required to give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor and the Directing Holder 10 business days’ prior written notice of its intention to sell any such Defaulted Mortgage Loan.  Neither the Trustee nor any of its affiliates may make an offer for or purchase any Defaulted Mortgage Loan.

The Special Servicer will be required to determine whether any cash offer constitutes a fair price for any Defaulted Mortgage Loan if the highest offeror is a person other than an Interested Person.  In determining whether any offer from a person other than an Interested Person constitutes a fair price for any Defaulted Mortgage Loan, the Special Servicer will be required to take into account (in addition to the results of any appraisal, Updated Appraisal or narrative appraisal that it may have obtained pursuant to the Pooling and Servicing Agreement within the prior 9 months), among other factors, the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy.

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If the highest offeror is an Interested Person, then the Trustee will be required to determine whether the cash offer constitutes a fair price.  In determining whether any offer received from an Interested Person represents a fair price for any such Defaulted Mortgage Loan, the Trustee will be supplied with and will be required to rely on the most recent appraisal or Updated Appraisal conducted in accordance with the Pooling and Servicing Agreement within the preceding 9-month period or, in the absence of any such appraisal, on a narrative appraisal.  The cost of any such Updated Appraisal or narrative appraisal will be covered by, and will be reimbursable as, a Property Advance.  The Trustee will be permitted to retain, at the expense of the related Interested Person, an independent third party to determine such fair price and will be permitted to conclusively rely on the opinion of such third party’s determination.  Any costs and fees of the Trustee in connection with an offer by an Interested Party and the Trustee’s duties therewith will be reimbursable by such Interested Person.  No offer from an Interested Person will constitute a fair price unless it is the highest offer received.

The Special Servicer is required to use reasonable efforts to solicit offers for each REO Property on behalf of the Certificateholders and the holder of any related Serviced Companion Loan and to sell each REO Property in the same manner as with respect to a Defaulted Mortgage Loan.

Notwithstanding any of the foregoing paragraphs, the Special Servicer will not be required to accept the highest cash offer if the Special Servicer determines, in its reasonable and good faith judgment, that rejection of such offer would be in the best interests of the Certificateholders and the holder of any related Serviced Companion Loan, as a collective whole as if such Certificateholders and Serviced Companion Loan holder (giving due regard to the junior nature of any related B Loan) constituted a single lender, and the Special Servicer may accept a lower cash offer (from any person other than itself or an affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of such offer would be in the best interests of the Certificateholders and the holder of any related Serviced Companion Loan, as a collective whole as if such Certificateholders and Serviced Companion Loan holder (giving due regard to the junior nature of any related B Loan) constituted a single lender.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Crossgates Mall, representing approximately 12.9% of the Initial Outstanding Pool Balance, if such Mortgage Loan becomes a Defaulted Mortgage Loan, the Special Servicer (or, on and after the Crossgates Mall Note A-1A Securitization Date, the special servicer with respect to such other securitization) will be entitled to sell such Mortgage Loan together with the related Companion Loans as notes evidencing one whole loan, in accordance with the provisions of the related intercreditor agreement and the related pooling and servicing agreement.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as RiverTown Crossings Mall, representing approximately 5.9% of the Initial Outstanding Pool Balance, if such Mortgage Loan becomes a Defaulted Mortgage Loan, the special servicer under the related pooling and servicing agreement will be required to sell such Mortgage Loan together with the related Companion Loan as notes evidencing one whole loan, in accordance with the provisions of the related intercreditor agreement and the related pooling and servicing agreement.

With respect to any Serviced Companion Loan, the related Serviced Companion Loan noteholder will have the right (to the extent set forth in the related intercreditor agreement) to consult with the Special Servicer in connection with the sale of the related Loan Combination as one whole loan after the related Mortgage Loan has become a Defaulted Mortgage Loan.  In addition, with respect to any Non-Serviced Mortgage Loan, if such mortgage loan has become a defaulted mortgage loan under the related pooling and servicing agreement, the special servicer under the related pooling and servicing agreement may have the right to sell such mortgage loan together with the related companion loan as notes evidencing one whole loan.  The Controlling Class Representative (if no Control Termination Event has occurred and is continuing) will have the right (to the extent set forth in the related intercreditor agreement) to consult with the applicable special servicer in connection such sale.

A “Defaulted Mortgage Loan” is a Mortgage Loan or Serviced Loan Combination that is delinquent at least 60 days in respect of its Monthly Payments or more than 60 days delinquent in respect of its balloon payment, if any, in either case such delinquency to be determined without giving effect to any grace

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period permitted by the related Mortgage Loan Documents and without regard to any acceleration of payments under the Mortgage Loan or Serviced Loan Combination .

An “Interested Person” is the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Directing Holder, any Certificateholder, any borrower, any manager of a Mortgaged Property, any independent contractor engaged by the Special Servicer or any affiliate of any of the preceding entities.

Modifications

The Pooling and Servicing Agreement will permit (a) the Master Servicer (subject to the Special Servicer’s consent, except as provided below) or (b) with respect to any Specially Serviced Loan, the Special Servicer, in each case subject to the rights of the Directing Holder and after consultation with the Operating Advisor to the extent described under “—The Operating Advisor” in this prospectus supplement, to modify, waive or amend any term of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan if such modification, waiver or amendment (i) is consistent with the Servicing Standard and (ii) would not constitute a “significant modification” of such Mortgage Loan or Serviced Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result in the imposition of a tax upon any Trust REMIC or the Issuing Entity (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)).

In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the Mortgage Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or to approve the calculation of the related borrower of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then such calculation shall exclude the value of personal property and going concern value, if any.

In no event, however, may the Master Servicer or the Special Servicer extend the maturity of any Mortgage Loan, Serviced Loan Combination or Specially Serviced Loan to a date occurring later than the earlier of (A) five years prior to the Distribution Date in May 2045 and (B) if the Mortgage Loan, Serviced Loan Combination or Specially Serviced Loan is secured by a ground lease, the date 20 years prior to the expiration of the term of such ground lease (or 10 years prior to the expiration of such ground lease if the Master Servicer or the Special Servicer, as applicable, gives due consideration to the remaining term of the ground lease and such extension is in the best interest of the Certificateholders and if a Serviced Companion Loan is involved, the holder of the related Serviced Companion Loan (as a collective whole as if such Certificateholders and Serviced Companion Loan holder constituted a single lender) and, if no Control Termination Event has occurred and is continuing, with the consent of the Directing Holder.

In addition, neither the Master Servicer nor the Special Servicer may permit any borrower to add or substitute any collateral for an outstanding Mortgage Loan or Serviced Loan Combination, which collateral constitutes real property, unless the Master Servicer or the Special Servicer, as applicable, receives a No Downgrade Confirmation.

The consent of the Special Servicer is required to any modification, waiver or amendment with regard to any Mortgage Loan or Serviced Loan Combination that is not a Specially Serviced Loan (other than certain non-material modifications, waivers or amendments), and the Special Servicer will also be required to obtain the consent of the Directing Holder and will be required to consult with the Operating Advisor in connection with any such modification, waiver or amendment, to the extent described under “—The Directing Holder” and “—The Operating Advisor” in this prospectus supplement.  The Special Servicer is also required to obtain the consent of the Directing Holder and will be required to consult with the Operating Advisor in connection with any modification, waiver or amendment with regard to any

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Specially Serviced Loan to the extent described under “—The Directing Holder” and “—The Operating Advisor” in this prospectus supplement.  When the Special Servicer’s consent is required, the Master Servicer shall promptly provide the Special Servicer with written notice of any request for modification, waiver or amendment accompanied by the Master Servicer’s recommendation and analysis and any and all information in the Master Servicer’s possession that the Special Servicer may reasonably request to grant or withhold such consent.  When the Special Servicer’s consent is required under the Pooling and Servicing Agreement, such consent will be deemed given 15 business days (or, in connection with an Acceptable Insurance Default, 90 days) after receipt (unless earlier objected to) by the Special Servicer from the Master Servicer of the Master Servicer’s written analysis and recommendation with respect to such proposed action together with such other information reasonably required by the Special Servicer.  With respect to all Specially Serviced Loans and non-Specially Serviced Loans, the Special Servicer will be required to obtain, prior to consenting to such a proposed action of the Master Servicer, and prior to itself taking such an action, the written consent of the Directing Holder, which consent will be deemed given 10 business days (or, in connection with an Acceptable Insurance Default, 30 days) after receipt (unless earlier objected to) by the Directing Holder of the Master Servicer’s and/or Special Servicer’s, as applicable, written analysis and recommendation with respect to such waiver together with such other information reasonably required by the Directing Holder.

The Master Servicer or the Special Servicer, as applicable, is required to notify the Trustee, the Certificate Administrator, the Directing Holder (other than during the period when a Consultation Termination Event has occurred and is continuing), the Operating Advisor (only if a Control Termination Event has occurred and is continuing), the Depositor, the 17g-5 Information Provider (who will promptly post such notice to the 17g-5 Information Provider’s website) and promptly, but not earlier than the second business day following the delivery of such notice to the 17g-5 Information Provider, the Rating Agencies, in writing, of any modification, waiver, material consent or amendment of any term of any Mortgage Loan and the date of the modification and deliver a copy to the Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, material consent or amendment, promptly (and in any event within 10 business days) following the execution of the agreement.

Any modification, extension, waiver or amendment of the payment terms of a Serviced Loan Combination will be required to be structured so as to be consistent with the allocation and payment priorities in the related Mortgage Loan Documents and intercreditor agreement, if any, such that neither the Issuing Entity as holder of the Mortgage Loan nor a holder of any related Serviced Companion Loan gains a priority over the other such holder that is not reflected in the related Mortgage Loan Documents and intercreditor agreement.

For any performing Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any performing Serviced Loan Combination, and subject to the rights of the Special Servicer, the Directing Holder (as described under “—The Directing Holder” in this prospectus supplement) and the holders of the Serviced Companion Loans (as described under “—Description of the Mortgage Pool—Loan Combinations”) and after consultation with the Operating Advisor (as described under “—The Operating Advisor” in this prospectus supplement), as applicable, the Master Servicer, without the consent of the Special Servicer, the Directing Holder or the Operating Advisor, as applicable, will be responsible to determine whether to consent to or approve any request by a borrower with respect to:

(a)        approving routine leasing activity with respect to any lease for less than the lesser of (A) 30,000 square feet and (B) 30% of the net rentable area of the related Mortgaged Property;

(b)        approving any waiver affecting the timing of receipt of financial statements from any borrower; provided that such financial statements are delivered no less than quarterly and within 60 days after the end of the calendar quarter;

(c)        approving annual budgets for the related Mortgaged Property; provided that no such budget (i) provides for the payment of operating expenses in an amount equal to more than 110% of the amounts budgeted therefor for the prior year or (ii) provides for the payment of any material expenses to any affiliate of the borrower (other than the payment of a management fee to any

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property manager if such management fee is no more than the management fee in effect on the Cut-off Date);

(d)        subject to other restrictions in this prospectus supplement regarding Principal Prepayments, waiving any provision of a Mortgage Loan or Serviced Loan Combination requiring a specified number of days’ notice prior to a Principal Prepayment;

(e)        approving non-material modifications, consents or waivers (other than modifications, consents or waivers specifically prohibited under this “—Modifications” section) in connection with a defeasance permitted by the terms of the Pooling and Servicing Agreement, and subject to certain conditions, including in certain cases, delivery of an opinion of counsel (which opinion of counsel will be an expense of the borrower) to the effect that such modification, waiver or consent would not cause any Trust REMIC to fail to qualify as a REMIC under the Code or result in a “prohibited transaction” under the REMIC provisions of the Code or cause any Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes;

(f)        approving consents with respect to non-material rights-of-way and non-material easements and consent to subordination of the related Mortgage Loan or Serviced Loan Combination to such non-material rights-of-way or easements; provided, that the Master Servicer has determined in accordance with the Servicing Standard that such right-of-way or easement does not materially interfere with the then-current use of the related Mortgaged Property or the security intended to be provided by the related Mortgage and will not have a material adverse effect on the value of such Mortgaged Property;

(g)       granting waivers of minor covenant defaults (other than financial covenants);

(h)       as permitted under the Mortgage Loan Documents, payment from any escrow or reserve, except releases of any escrows, reserve accounts or letters of credit held as performance escrows or reserves unless required pursuant to the specific terms of the related Mortgage Loan or Serviced Loan Combination and for which there is no material lender discretion;

(i)        approving a change of the property manager at the request of the related borrower so long as (i) the successor property manager is not affiliated with the borrower and is a nationally or regionally recognized manager of similar properties, and (ii) the subject Mortgage Loan or Serviced Loan Combination does not have an outstanding principal balance in excess of the lesser of $5,000,000 or 2% of the then aggregate principal balance of the Mortgage Loans;

(j)        subject to the satisfaction of any conditions precedent set forth in the related Mortgage Loan Documents, approving disbursements of any earnout or holdback amounts in accordance with the related Mortgage Loan Documents with respect to certain Mortgage Loans other than those Mortgage Loans identified in the Pooling and Servicing Agreement; and

(k)       any non-material modifications, waivers or amendments not provided for in clauses (a) through (j) above, which are necessary to cure any ambiguities or to correct scrivener’s errors in the terms of the related Mortgage Loan or Serviced Loan Combination.

Any modification, waiver or amendment with respect to a Serviced Loan Combination may be subject to the consent of one or more holders of a related Serviced Companion Loan and the Special Servicer as described under “Description of the Mortgage Pool—Loan Combinations” in this prospectus supplement.

See also “—The Directing Holder” and “—The Operating Advisor” in this prospectus supplement for a description of the Directing Holder’s and the Operating Advisor’s rights with respect to modifications, waivers and amendments and reviewing and approving the Asset Status Report.

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Optional Termination

Any holder of Certificates representing greater than 50% of the Percentage Interest of the then Controlling Class, and, if such holder does not exercise its option, the Special Servicer and, if the Special Servicer does not exercise its option, the Master Servicer, will have the option to purchase all of the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Issuing Entity, and thereby effect termination of the Issuing Entity and early retirement of the then outstanding Certificates, on any Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Issuing Entity is less than 1% of the aggregate principal balance of such Mortgage Loans as of the Cut-off Date.  Any such party may be an affiliate of the Sponsor, Depositor, Issuing Entity or other related party at the time it exercises such right.  The purchase price payable upon the exercise of such option on such a Distribution Date will be an amount equal to the greater of (i) the sum of, without duplication, (A) 100% of the outstanding principal balance of each Mortgage Loan included in the Issuing Entity as of the last day of the month preceding such Distribution Date (less any P&I Advances previously made on account of principal); (B) the fair market value of all other property included in the Issuing Entity as of the last day of the month preceding such Distribution Date, as determined by an independent appraiser as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date; (C) all unpaid interest accrued on the outstanding principal balance of each Mortgage Loan (including any Mortgage Loans as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding such Distribution Date (less any P&I Advances previously made on account of interest); and (D) unreimbursed Advances (with interest thereon), unpaid Servicing Fees and other servicing compensation, Trustee/Certificate Administrator Fees, Operating Advisor Fees, and unpaid expenses of and indemnity amounts owed by the Issuing Entity; and (ii) the aggregate fair market value of the Mortgage Loans and all other property acquired in respect of any Mortgage Loan in the Issuing Entity, on the last day of the month preceding such Distribution Date, as determined by an independent appraiser acceptable to the Master Servicer, together with one month’s interest thereon at the Mortgage Rate.  The Issuing Entity may also be terminated in connection with an exchange by a sole remaining Certificateholder of all the then outstanding Certificates (excluding the Class V, Class R and Class LR Certificates and, if the sole remaining Certificateholder has taken only an assignment of the Voting Rights of the Class X-B Certificates, the Class X-B Certificates) (provided, that the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-M, Class X-A, Class B, Class C, Class D and Class E Certificates are no longer outstanding) and that the sole remaining Certificateholder compensates the Certificate Administrator for the amount of investment income the Certificate Administrator would have earned if the outstanding Certificate Balance of the then outstanding Sequential Pay Certificates were on deposit with the Certificate Administrator as of the first day of the current calendar month and the sole remaining Certificateholder pays to Master Servicer an amount equal to (i) the product of (A) the Prime Rate, (B) the aggregate Certificate Balance of the then-outstanding Sequential Pay Certificates as of the day of the exchange and (C), three, divided by (ii) 360, for the Mortgage Loans remaining in the Issuing Entity; provided, further, that if the sole remaining Certificateholder has taken only an assignment of the Voting Rights of the Class X-B Certificates, the holders of the Class X-B Certificates will be entitled to receive a cash payment in consideration for an exchange of their Certificates.  Following such termination, no further amount shall be payable on the Certificates, regardless of whether any recoveries are received on the REO Properties.

Notice of any such termination is required to be given promptly by the Certificate Administrator by letter to the Certificateholders with a copy to the Master Servicer, the Special Servicer, the Operating Advisor, the Mortgage Loan Sellers, the Trustee, the 17g-5 Information Provider (who will promptly post such notice to the 17g-5 Information Provider’s website) and, promptly, but not earlier than the second business day following the delivery of such notice to the 17g-5 Information Provider, the Rating Agencies.  Notice to the Certificateholders will be given at their addresses shown in the Certificate Registrar not more than 30 days, and not less than ten days, prior to the anticipated termination date.  With respect to any book-entry Certificates, such notice will be mailed to DTC and beneficial owners of Certificates will be notified to the extent provided in the procedures of DTC and its participants.

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Servicing Compensation and Payment of Expenses

Pursuant to the Pooling and Servicing Agreement, the Master Servicer will be entitled to withdraw the Master Servicing Fee for the Mortgage Loans and Serviced Companion Loans from the Collection Account (and with respect to each Serviced Loan Combination, the related separate custodial account).  The “Master Servicing Fee” will be payable monthly and will accrue at a rate per annum (the “Master Servicing Fee Rate”) that is a component of the Servicing Fee Rate.  The “Servicing Fee” will be payable monthly and will accrue at a percentage rate per annum (the “Servicing Fee Rate”) equal to the Administrative Fee Rate set forth on Annex A-1 to this prospectus supplement under the heading “Administrative Fee Rate,” less the Trustee/Certificate Administrator Fee Rate and the Operating Advisor Fee Rate, for each Mortgage Loan and will include the Master Servicing Fee and any fee for primary servicing functions payable to the Master Servicer or the applicable primary servicer.  The Servicing Fee will be retained by the Master Servicer from payments and collections (including insurance proceeds, condemnation proceeds and liquidation proceeds) in respect of each Mortgage Loan, and to the extent any Servicing Fee remains unpaid at the liquidation of the related Mortgage Loan, from general collections in the Collection Account.

The Master Servicer will also be entitled to retain as additional servicing compensation for the Mortgage Loans that it is servicing (together with the Master Servicing Fee, “Servicing Compensation”) (i) all investment income earned on amounts on deposit in the Collection Account with respect to the Mortgage Loans that it is servicing (and with respect to each Serviced Loan Combination, the related separate custodial account) and certain Reserve Accounts (to the extent consistent with the related Mortgage Loan Documents); (ii) to the extent permitted by applicable law and the related Mortgage Loan Documents, 100% of any Modification Fees with respect to Mortgage Loans (and the related Serviced Companion Loans) that are not Specially Serviced Loans (50% where the consent of the Special Servicer is required), 100% of any defeasance fees, 100% of assumption fees with respect to Mortgage Loans (and the related Serviced Companion Loans) that are not Specially Serviced Loans (50% where the consent of the Special Servicer is required), 100% of loan service transaction fees, beneficiary statement charges or similar items (but not including Prepayment Premiums or Yield Maintenance Charges) on all Mortgage Loans (and the related Serviced Companion Loans) that are not Specially Serviced Loans (50% where the consent of the Special Servicer is required), 100% of assumption application fees with respect to Mortgage Loans (and the related Serviced Companion Loans) that are not Specially Serviced Loans; (iii) Net Prepayment Interest Excess, if any; (iv) 100% of charges for checks returned for insufficient funds; and (v) Net Default Interest and any late payment fees that accrued during a Collection Period on any Mortgage Loans that are not Specially Serviced Loans (other than Companion Loans) to the extent collected by the Issuing Entity and remaining after application thereof to reimburse interest on Advances with respect to such Mortgage Loan and to reimburse the Issuing Entity for certain expenses of the Issuing Entity relating to such Mortgage Loan.  In addition, provided that a Non-Serviced Mortgage Loan is not in special servicing, the Master Servicer will be entitled to any net default interest and any late payment fees collected by the servicer servicing the Non-Serviced Mortgage Loan that are allocated to the Non-Serviced Mortgage Loan (in accordance with the related intercreditor agreement and the related servicing agreement) during a collection period remaining after application thereof to reimburse interest on P&I Advances on such Non-Serviced Mortgage Loan and to reimburse the Issuing Entity for certain expenses of the Issuing Entity with respect to such Non-Serviced Mortgage Loan, if applicable, as provided in the Pooling and Servicing Agreement. The Master Servicer will not be entitled to the amounts specified in clauses (ii) and (iv) of this paragraph with respect to a Non-Serviced Mortgage Loan.  If a Mortgage Loan is a Specially Serviced Loan, the Special Servicer will be entitled to the full amount of any Modification Fees or assumption fees, as described below under “—Special Servicing.”  With respect to each of the Non-Serviced Mortgage Loans, the servicing fees of the related servicer will accrue on the same basis as interest accrues on the related Loan Combination.

If the Master Servicer resigns or is terminated as the Master Servicer, then it will be entitled to retain the related excess servicing strip, except to the extent that any portion of such excess servicing strip is needed to compensate any replacement Master Servicer for assuming the duties of the Master Servicer, as the Master Servicer under the Pooling and Servicing Agreement.  In the event that the Master Servicer resigns or is terminated as a primary servicer, it will be entitled to retain its primary servicing fee with

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respect to those underlying mortgage loans for which it is primary servicer, except to the extent that any such portion of such primary servicing fee is needed to compensate any replacement primary servicer for assuming the duties of the Master Servicer as a primary servicer under the Pooling and Servicing Agreement.  The initial Master Servicer will be entitled to transfer any such excess servicing strip and/or primary servicing fees that may be retained by it in connection with its resignation or termination.

In connection with the Master Servicer Prepayment Interest Shortfall Amount, the Master Servicer will be obligated to reduce its Servicing Compensation as provided in this prospectus supplement under “Description of the Offered Certificates—Distributions—Prepayment Interest Shortfalls.”

The Master Servicer will pay all of its overhead expenses incurred in connection with its responsibilities under the Pooling and Servicing Agreement (subject to reimbursement to the extent and as described in the Pooling and Servicing Agreement).  The Certificate Administrator will withdraw monthly from the Distribution Account the Trustee/Certificateholder Fee payable to the Trustee and the Certificate Administrator, as well as any other amounts due and owing to the Certificate Administrator or the Trustee, as the case may be, from the Issuing Entity.

Special Servicing

The Special Servicer.  For a description of the Special Servicer, see “The Servicers—The Special Servicer” in this prospectus supplement.

Servicing Transfer Event.  The duties of the Special Servicer relate to Specially Serviced Loans and to any REO Property.  The Pooling and Servicing Agreement will define a “Specially Serviced Loan” to include any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan with respect to which:

(i)         either (x) with respect to any Mortgage Loan or Serviced Companion Loan, other than a Balloon Loan, a payment default shall have occurred on such Mortgage Loan or Serviced Companion Loan at its maturity date or, if the maturity date of such Mortgage Loan or Serviced Companion Loan has been extended in accordance with the Pooling and Servicing Agreement, a payment default occurs on such Mortgage Loan or Serviced Companion Loan at its extended maturity date or (y) with respect to a Balloon Loan, a payment default shall have occurred with respect to the related balloon payment; provided, that if (A) the related borrower is diligently seeking a refinancing commitment (and delivers a statement to that effect to the Master Servicer, who shall promptly deliver a copy to the Special Servicer, the Operating Advisor and the Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing) within 30 days after the default), (B) the related borrower continues to make its Assumed Scheduled Payment, (C) no other Servicing Transfer Event has occurred with respect to that Mortgage Loan or Serviced Companion Loan and (D) for so long as no Control Termination Event has occurred and is continuing, the Directing Holder consents, a Servicing Transfer Event will not occur until 60 days beyond the related maturity date, unless extended by the Special Servicer in accordance with the Mortgage Loan Documents, the Pooling and Servicing Agreement and any related Intercreditor Agreement; and provided, further, if the related borrower has delivered to the Master Servicer, who shall have promptly delivered a copy to the Special Servicer, the Operating Advisor and the Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing), on or before the 60th day after the related maturity date, a refinancing commitment reasonably acceptable to the Special Servicer, and the borrower continues to make its Assumed Scheduled Payments (and no other Servicing Transfer Event has occurred with respect to that Mortgage Loan or Serviced Companion Loan), a Servicing Transfer Event will not occur until the earlier of (1) 120 days beyond the related maturity date or extended maturity date and (2) the termination of the refinancing commitment;

(ii)        any Monthly Payment (other than a balloon payment) or any amount due on a monthly basis as an escrow payment or reserve funds, is 60 days or more delinquent;

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(iii)       the Master Servicer or the Special Servicer (and, in the case of a determination by the Special Servicer, for so long as no Control Termination Event has occurred and is continuing, with the consent of the Directing Holder and, with respect to any Serviced Loan Combination, in consultation with the related Serviced Pari Passu Companion Loan noteholders to the extent provided for in the related intercreditor agreement) determines in its reasonable business judgment, exercised in accordance with the Servicing Standard, that (x) a default consisting of a failure to make a payment of principal or interest is reasonably foreseeable or there is a significant risk of such default or (y) any other default that is likely to impair the use or marketability of the related Mortgaged Property or the value of the Mortgaged Property as security for the Mortgage Loan or, if applicable, Serviced Companion Loan, is reasonably foreseeable or there is a significant risk of such default, which monetary or other default, in either case, would likely continue unremedied beyond the applicable grace period (or, if no grace period is specified, for a period of 60 days) and is not likely to be cured by the related borrower within 60 days or, except as provided in clause (i)(y) above, in the case of a balloon payment, for at least 30 days;

(iv)        the related borrower has become the subject of a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs;

(v)         the related borrower consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to such borrower of or relating to all or substantially all of its property;

(vi)        the related borrower admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations;

(vii)       a default, of which the Master Servicer or the Special Servicer has notice (other than a failure by such related borrower to pay principal or interest) and that in the opinion of the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, for so long as no Control Termination Event has occurred and is continuing, with the consent of the Directing Holder and, with respect to any Serviced Loan Combination, in consultation with the related Serviced Pari Passu Companion Loan noteholders to the extent provided for in the related intercreditor agreement) materially and adversely affects the interests of the Certificateholders or any holder of a Serviced Companion Loan, if applicable, occurs and remains unremedied for the applicable grace period specified in the Mortgage Loan Documents for such Mortgage Loan or Serviced Companion Loan (or if no grace period is specified for those defaults which are capable of cure, 60 days); or

(viii)      the Master Servicer or Special Servicer receives notice of the foreclosure or proposed foreclosure of any lien on the related Mortgaged Property (each of clause (i) through (viii), a “Servicing Transfer Event”).

With respect to each Non-Serviced Loan Combination, if a “servicing transfer event” (or an equivalent event) exists with respect to the related Non-Serviced Pari Passu Companion Loan under the related servicing agreement, then a Servicing Transfer Event will also be deemed to exist with respect to the related Non-Serviced Mortgage Loan.  If a Servicing Transfer Event exists with respect to a Mortgage Loan included in a Serviced Loan Combination, then it will also be deemed to exist with respect to the related Serviced Companion Loan.  The Loan Combinations are intended to always be serviced or specially serviced, as the case may be, together.

A Mortgage Loan or Serviced Loan Combination will cease to be a Specially Serviced Loan (each, a “Corrected Mortgage Loan”) (A) with respect to the circumstances described in clauses (i) and (ii) above,

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when the borrower thereunder has brought the Mortgage Loan or Serviced Companion Loan current and thereafter made three consecutive full and timely Monthly Payments, including pursuant to any workout of the Mortgage Loan or Serviced Companion Loan, (B) with respect to the circumstances described in clause (iii), (iv), (v), (vi) and (viii) above, when such circumstances cease to exist in the good faith judgment of the Special Servicer or (C) with respect to the circumstances described in clause (vii) above, when such default is cured (as determined by the Special Servicer in accordance with the Servicing Standard) or waived by the Special Servicer; provided, in each case, that at that time no circumstance exists (as described above) that would cause the Mortgage Loan or Serviced Companion Loan to continue to be characterized as a Specially Serviced Loan.

Asset Status Report.  The Special Servicer will prepare a report (the “Asset Status Report”) for each Mortgage Loan and each Serviced Loan Combination that becomes a Specially Serviced Loan not later than 30 days after the servicing of such Mortgage Loan or such Serviced Loan Combination is transferred to the Special Servicer.  Each Asset Status Report will be delivered to the Master Servicer, the Directing Holder (only for so long as no Consultation Termination Event has occurred and is continuing), the Operating Advisor (but only if a Control Termination Event has occurred and is continuing), the Controlling Class Representative, the 17g-5 Information Provider (who will be required to promptly post such report to the 17g-5 Information Provider’s website), promptly, but not earlier than the second business day following the delivery of such notice to the 17g-5 Information Provider, the Rating Agencies, in the case of each Serviced Loan Combination, the holder of the related Serviced Companion Loan, and upon request, the Underwriters.

For so long as no Control Termination Event has occurred and is continuing, if the Directing Holder does not disapprove of an Asset Status Report within 10 business days, the Directing Holder will be deemed to have approved the Asset Status Report and the Special Servicer will implement the recommended action as outlined in such Asset Status Report; provided, however, that the Special Servicer may not take any actions that are contrary to applicable law, the Servicing Standard or the terms of the Pooling and Servicing Agreement, the applicable Mortgage Loan Documents or any related intercreditor agreement.  If, for so long as a Control Termination Event has not occurred and is not continuing, the Directing Holder disapproves such Asset Status Report within such 10 business day period, the Special Servicer will revise such Asset Status Report as soon as practicable thereafter, but in no event later than 30 business days after such disapproval.  For so long as a Control Termination Event has not occurred and is not continuing, the Special Servicer will revise such Asset Status Report until the Directing Holder fails to disapprove such revised Asset Status Report as described above or until the Special Servicer makes a determination, consistent with the Servicing Standard, that such objection is not in the best interests of all the Certificateholders (and with respect to a Serviced Loan Combination, the holder of the related Serviced Companion Loan, as a collective whole as if such Certificateholders and Serviced Companion Loan holder constituted a single lender).  In any event, for so long as a Control Termination Event has not occurred and is not continuing, if the Directing Holder does not approve an Asset Status Report within 60 business days from the first submission of an Asset Status Report, the Special Servicer may act upon the most recently submitted form of Asset Status Report if consistent with the Servicing Standard.  The Asset Status Report is not intended to replace or satisfy any specific consent or approval right which the Directing Holder may have.  Notwithstanding the foregoing, with respect to any Serviced Loan Combination, the Directing Holder shall be entitled to a comparable Asset Status Report, but the procedure and timing for approval by the Directing Holder of the related Asset Status Report will be governed by the terms of the related intercreditor agreement and the applicable pooling and servicing agreement.

With respect to each Mortgage Loan, if a Control Termination Event has occurred and is continuing, each of the Operating Advisor and, for so long as no Consultation Termination Event has occurred and is continuing, the Directing Holder will be entitled to consult with the Special Servicer and propose alternative courses of action in respect of any Asset Status Report and the Special Servicer will be obligated to consider such alternative courses of action and any other feedback provided by the Operating Advisor.  The Special Servicer may revise the Asset Status Reports as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input and/or recommendations of the Operating Advisor and the Directing Holder.

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Special Servicing Compensation.  Pursuant to the Pooling and Servicing Agreement, the Special Servicer will be entitled to certain fees for the Mortgage Loans that it is special servicing including the Special Servicing Fee, the Workout Fee and the Liquidation Fee.  The Special Servicer will not be entitled to retain any portion of the Excess Interest paid on any ARD Loan.

The “Special Servicing Fee” will accrue with respect to each Specially Serviced Loan and Serviced REO Loan at a rate equal to 0.25% per annum of the Stated Principal Balance of such Specially Serviced Loan or Serviced REO Loan, as applicable.  The special servicer with respect to each Non-Serviced Loan Combination will accrue a comparable special servicing fee with respect to such Non-Serviced Loan Combination pursuant to the related servicing agreement.

A “Workout Fee” will in general be payable with respect to each Corrected Mortgage Loan and will be payable by the Issuing Entity out of each collection of interest and principal (including scheduled payments, prepayments (provided that a repurchase or substitution by a Mortgage Loan Seller of a Mortgage Loan due to a Material Document Defect or a Material Breach will not be considered a prepayment for purposes of this definition), Balloon Payments and payments at maturity, but excluding late payment charges, Default Interest and Excess Interest) received on the related Specially Serviced Loan that becomes a Corrected Mortgage Loan, for so long as it remains a Corrected Mortgage Loan, in an amount equal to the lesser of (1) 1.0% of each such collection of interest and principal and (2) $1,000,000 in the aggregate with respect to any particular workout of a Specially Serviced Loan; provided that no Workout Fee will be payable by the Issuing Entity with respect to any Corrected Mortgage Loan if and to the extent that the Corrected Mortgage Loan became a Specially Serviced Loan under clause (iii) of the definition of “Specially Serviced Loan” and no event of default actually occurs, unless the Mortgage Loan or Serviced Companion Loan is modified by the Special Servicer in accordance with the terms of the Pooling and Servicing Agreement or the Mortgage Loan subsequently qualifies as a Specially Serviced Loan for a reason other than under clause (iii) of the definition of “Specially Serviced Loan”; provided, further that if a Mortgage Loan or Serviced Companion Loan becomes a Specially Serviced Loan only because of an event described in clause (i) of the definition of “Specially Serviced Loan” and the related collection of principal and interest is received within 4months following the related maturity date as a result of the related Mortgage Loan or Serviced Companion Loan being refinanced or otherwise repaid in full, the Special Servicer will not be entitled to collect a Workout Fee out of the proceeds received in connection with such workout if such fee would reduce the amount available for distributions to Certificateholders, but the Special Servicer may collect from the related borrower and retain (x) a workout fee, (y) such other fees as are provided for in the related Mortgage Loan Documents and (z) other appropriate fees in connection with such workout.  In addition, notwithstanding the foregoing, the total amount of Workout Fees payable by the Issuing Entity with respect to a Corrected Mortgage Loan and with respect to any particular workout (assuming, for the purposes of this calculation, that such Corrected Mortgage Loan continues to perform throughout its term in accordance with the terms of the related workout) will be reduced by the amount of any and all related Offsetting Modification Fees received by the Special Servicer as additional servicing compensation relating to that Corrected Mortgage Loan; provided that the Special Servicer will be entitled to collect such Workout Fees from the Issuing Entity until such time it has been fully paid such reduced amount.  In addition, the Workout Fee will be subject to the cap described below.

The Workout Fee with respect to any such Corrected Mortgage Loan will cease to be payable if such Corrected Mortgage Loan again becomes a Specially Serviced Loan or if the related Mortgaged Property becomes an REO Property; provided that a new Workout Fee will become payable if and when such Mortgage Loan or Serviced Loan Combination again becomes a Corrected Mortgage Loan.

If the Special Servicer is terminated (other than for cause) or resigns with respect to any or all of its servicing duties, it will retain the right to receive any and all Workout Fees payable with respect to each Corrected Mortgage Loan during the period that it had responsibility for servicing such Corrected Mortgage Loan (or for any Specially Serviced Loan that had not yet become a Corrected Mortgage Loan because as of the time that the Special Servicer is terminated the borrower has not made three consecutive monthly debt service payments and subsequently the Specially Serviced Loan becomes a Corrected Mortgage Loan) at the time of such termination or resignation (and the successor Special

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Servicer will not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for any such Corrected Mortgage Loan ceases to be payable in accordance with the preceding paragraph.

The special servicer with respect to each Non-Serviced Loan Combination will accrue a comparable workout fee with respect to such Non-Serviced Loan Combination pursuant to the related servicing agreement.

A “Liquidation Fee” will be payable by the Issuing Entity to the Special Servicer with respect to each Specially Serviced Loan, Serviced REO Loan or Mortgage Loan repurchased by a Mortgage Loan Seller, in each case, as to which the Special Servicer obtains a full, partial or discounted payoff from the related borrower, a loan purchaser or Mortgage Loan Seller, as applicable, and, except as otherwise described below, with respect to any Specially Serviced Loan or REO Property as to which the Special Servicer recovered any proceeds (“Liquidation Proceeds”).  The Liquidation Fee will be payable from the related payment or proceeds in an amount equal to the lesser of (1) 1.0% of such payment or proceeds (exclusive of any portion of such amount that represents penalty charges) and (2) $1,000,000; provided the total amount of a Liquidation Fee payable by the Issuing Entity with respect to any Specially Serviced Loan, Serviced REO Loan or Mortgage Loan in connection with any particular liquidation (or partial liquidation) will be reduced by the amount of any and all related Offsetting Modification Fees received by the Special Servicer as additional servicing compensation relating to that Specially Serviced Loan, Serviced REO Loan or Mortgage Loan; provided, further that if a Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan only because of an event described in clause (i) of the definition of “Specially Serviced Loan” and the related Liquidation Proceeds are received within 4months following the related maturity date as a result of the related Mortgage Loan or Serviced Loan Combination being refinanced or otherwise repaid in full, the Special Servicer will not be entitled to collect a Liquidation Fee out of the proceeds received in connection with such liquidation if such fee would reduce the amount available for distributions to Certificateholders, but the Special Servicer may collect from the related borrower and retain (x) a liquidation fee, (y) such other fees as are provided for in the related Mortgage Loan Documents and (z) other appropriate fees in connection with such liquidation.  In addition, the Liquidation Fee will be subject to the cap described below.

The special servicer with respect to each Non-Serviced Loan Combination will accrue a comparable liquidation fee with respect to such Non-Serviced Loan Combination pursuant to the related servicing agreement (other than a Liquidation Fee with respect to the repurchase of a Non-Serviced Mortgage Loan included in the Issuing Entity).

Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable based on, or out of, Liquidation Proceeds received in connection with:

● the purchase of any Defaulted Mortgage Loan by the Special Servicer or the Directing Holder or any of their affiliates if within 90 days after the transfer of the Defaulted Mortgage Loan to special servicing,

● the purchase of all of the Mortgage Loans and all property acquired in respect of any Mortgage Loan by the sole Certificateholder, the Certificateholder owning a majority of the Percentage Interest of the then Controlling Class, the Special Servicer or the Master Servicer in connection with the termination of the Issuing Entity,

● a repurchase or replacement of a Mortgage Loan by a Mortgage Loan Seller due to a breach of a representation or warranty or a document defect in the mortgage file prior to the expiration of certain cure periods (including any applicable extension thereof) set forth in the Pooling and Servicing Agreement,

● in the case of a Loan Combination, the purchase of the related Mortgage Loan by a related Serviced Companion Loan Noteholder, or the applicable designee, as applicable, pursuant to the related intercreditor agreement prior to the expiration of certain time periods set forth in the related intercreditor agreement (up to 90 days), or if such intercreditor agreement does not specify a time period, within 90 days after the date the purchase option first becomes exercisable,

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● the purchase of any Specially Serviced Loan that is subject to mezzanine indebtedness by the holder of the related mezzanine loan within 90 days following the date that such holder’s option to purchase the related Mortgage Loan first becomes exercisable,

● with respect to any Serviced Companion Loan that is the subject of another securitization, in connection with a repurchase of such Serviced Companion Loan under the applicable securitization agreement, and

● a Loss of Value Payment by a Mortgage Loan Seller, if such payment is made prior to the expiration of certain cure periods (including any applicable extension thereof) set forth in the Pooling and Servicing Agreement.

If, however, Liquidation Proceeds are received with respect to any Specially Serviced Loan as to which the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds that constitute principal and/or interest.  The Special Servicer, however, will only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to Liquidation Proceeds received on any Mortgage Loan or Specially Serviced Loan.

If the Special Servicer resigns or is terminated, and prior or subsequent to such resignation or termination, either (A) a Specially Serviced Loan was liquidated or modified pursuant to an action plan submitted by the initial Special Servicer and approved (or deemed approved) by the Directing Holder, or (B) a Specially Serviced Loan being monitored by the Special Servicer subsequently became a Corrected Mortgage Loan, then in either such event the Special Servicer (and not the successor special servicer) will be paid the related Workout Fee or Liquidation Fee, as applicable.

The total amount of Workout Fees and Liquidation Fees that are payable by the Issuing Entity with respect to each Mortgage Loan, Serviced Loan Combination or Serviced REO Loan throughout the period such Mortgage Loan or the Mortgage Loan relating to such Serviced Loan Combination (or Serviced REO Loan) is an asset of the Issuing Entity will be subject to an aggregate cap of $1,000,000.  For the purposes of determining whether any such cap has been reached with respect to a Special Servicer and a Mortgage Loan, Serviced Loan Combination or Serviced REO Loan, only the Workout Fees and Liquidation Fees paid to such Special Servicer with respect to such Mortgage Loan, Serviced Loan Combination or Serviced REO Loan will be taken into account, and any Workout Fees or Liquidation Fees for any other Mortgage Loans, Serviced Loan Combinations or Serviced REO Loans will not be taken into account (and any Workout Fees or Liquidation Fees paid to a predecessor or successor special servicer will also not be taken into account).

In addition, the Special Servicer will also be entitled to retain, as additional servicing compensation:

● 100% of any Modification Fees related to Specially Serviced Loans and the related Serviced Companion Loans (and 50% of such Modification Fees on Mortgage Loans (and the related Serviced Companion Loans) that are not Specially Serviced Loans when consent of the Special Servicer is required),

● 100% of any assumption fees and consent fees on Specially Serviced Loans and the related Serviced Companion Loans (and 50% of such assumption fees on Mortgage Loans (and the related Serviced Companion Loans) that are not Specially Serviced Loans when consent of the Special Servicer is required),

● 100% of assumption application fees on Specially Serviced Loans and the related Serviced Companion Loans,

● 100% of loan service transaction fees, beneficiary statement charges, or similar items (but not including Prepayment Premiums or Yield Maintenance Charges) on Specially Serviced Loans and the related Serviced Companion Loans (and 50% of such fees, charges and items on Mortgage Loans (and the related Serviced Companion Loans) that are not Specially Serviced Loans when consent of the Special Servicer is required),

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● any interest or other income earned on deposits in the REO Accounts, and

● any late payment fees that accrued during a Collection Period on any Specially Serviced Loan to the extent collected by the Issuing Entity and remaining after application thereof during such Collection Period to reimburse interest on Advances with respect to such Specially Serviced Loan and to reimburse the Issuing Entity for certain expenses of the Issuing Entity with respect to such Specially Serviced Loan; provided, however, that with respect to a Mortgage Loan that has a related Serviced Companion Loan, late payment fees will be allocated as provided in and subject to the terms of the related intercreditor agreement and the applicable pooling and servicing agreement.

In addition, provided that a Non-Serviced Mortgage Loan is in special servicing, the Special Servicer will be entitled to any net default interest and any late payment fees collected by the servicer that is servicing the Non-Serviced Mortgage Loan and that are allocated to the Non-Serviced Mortgage Loan (but only if and to the extent such amounts are not payable to the servicer that is servicing the Non-Serviced Mortgage Loan pursuant to the terms of the related pooling and servicing agreement and any related intercreditor agreement) in accordance with the related intercreditor agreement and the related servicing agreement during a collection period remaining after application thereof to reimburse interest on P&I Advances and to reimburse the Issuing Entity for certain expenses of the Issuing Entity, if applicable, as provided in the Pooling and Servicing Agreement. The Special Servicer will not be entitled to the amounts specified in the immediately preceding bullets with respect to a Non-Serviced Mortgage Loan.

The special servicer with respect to each Non-Serviced Loan Combination will accrue comparable fees with respect to such Non-Serviced Loan Combination pursuant to the related servicing agreement.

 “Modification Fees” means, with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan, any and all fees with respect to a modification, restructure, extension, waiver or amendment that modifies, restructures, extends, amends or waives any term of the related Mortgage Loan Documents (as evidenced by a signed writing) agreed to by the Master Servicer or the Special Servicer (other than all assumption fees, consent fees, assumption application fees, defeasance fees and similar fees).  For each modification, restructure, extension, waiver or amendment in connection with the working out of a Specially Serviced Loan, the Modification Fees collected from the related borrower will be subject to a cap of 1% of the outstanding principal balance of such Mortgage Loan or Serviced Companion Loan on the closing date of the related modification, restructure, extension, waiver or amendment (prior to giving effect to such modification, restructure, extension, waiver or amendment); provided that no aggregate cap exists in connection with the amount of Modification Fees which may be collected from the borrower with respect to any Specially Serviced Loan or REO Loan.

“Offsetting Modification Fees” means, with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Loan Combination or Serviced REO Loan and with respect to any Workout Fee or Liquidation Fee payable by the Issuing Entity, any and all Modification Fees collected by the Special Servicer as additional servicing compensation, but only to the extent that (1) such Modification Fees were earned and collected by the Special Servicer (A) in connection with the workout or liquidation (including partial liquidation) of a Specially Serviced Loan or Serviced REO Loan as to which the subject Workout Fee or Liquidation Fee became payable or (B) in connection with any workout of a Specially Serviced Loan that closed within the prior 18 months (determined as of the closing day of the workout or liquidation as to which the subject Workout Fee or Liquidation Fee became payable) and (2) such Modification Fees were earned in connection with a modification, restructure, extension, waiver or amendment of such Mortgage Loan, Serviced Loan Combination or Serviced REO Loan at a time when such Mortgage Loan, Loan Combination or Serviced REO Loan was a Specially Serviced Loan.

The Pooling and Servicing Agreement will provide that, with respect to each Collection Period, the Special Servicer must deliver or cause to be delivered to the Certificate Administrator, without charge and within two business days following the related Determination Date, an electronic report which discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its affiliates during the related Collection Period.

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“Disclosable Special Servicer Fees” means, with respect to any Mortgage Loan, Serviced Loan Combination or REO Property, any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, and as a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any of its affiliates that is paid by any person (including, without limitation, the Issuing Entity, any borrower, any manager, any guarantor or indemnitor in respect of a Mortgage Loan or Serviced Loan Combination and any purchaser of any Mortgage Loan, Serviced Loan Combination or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan (or Loan Combination, if applicable), the management or disposition of any REO Property, and the performance by the Special Servicer or any such affiliate of any other special servicing duties under the Pooling and Servicing Agreement.

The Pooling and Servicing Agreement will provide that the Special Servicer and its affiliates will be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) from any person (including, without limitation, the Issuing Entity, any borrower, any manager, any guarantor or indemnitor in respect of a Mortgage Loan or Serviced Loan Combination and any purchaser of any Mortgage Loan, Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan (or Serviced Loan Combination, if applicable), the management or disposition of any REO Property, or the performance of any other special servicing duties under the Pooling and Servicing Agreement, other than Permitted Special Servicer/Affiliate Fees and other than as expressly provided for in the Pooling and Servicing Agreement.

“Permitted Special Servicer/Affiliate Fees” means any commercially reasonable treasury management fees, banking fees and insurance commissions and fees received or retained by the Special Servicer or any of its affiliates in connection with any services performed by such party with respect to any Mortgage Loan, Serviced Loan Combination or REO Property, in each case in accordance with the Pooling and Servicing Agreement.

Master Servicer and Special Servicer Permitted To Buy Certificates

The Master Servicer and the Special Servicer are permitted to purchase any Class of Certificates.  Such a purchase by the Master Servicer or Special Servicer could cause a conflict relating to the Master Servicer’s or Special Servicer’s duties pursuant to the Pooling and Servicing Agreement and the Master Servicer’s or Special Servicer’s interest as a holder of Certificates, especially to the extent that certain actions or events have a disproportionate effect on one or more Classes of Certificates.  The Pooling and Servicing Agreement provides that the Master Servicer or the Special Servicer will administer the Mortgage Loans or Serviced Loan Combinations in accordance with the Servicing Standard, without regard to ownership of any Certificate by the Master Servicer or the Special Servicer or any affiliate thereof.

Servicing of the Non-Serviced Mortgage Loans

Pursuant to the terms of the related intercreditor agreement, each Non-Serviced Mortgage Loan will be serviced and administered pursuant to a separate pooling and servicing agreement, which will contain servicing provisions substantially similar to, but not necessarily identical with, the provisions of the Pooling and Servicing Agreement.  None of the Master Servicer, the Special Servicer or the Trustee will have any obligation or authority to supervise any other servicer, special servicer or trustee under the pooling and servicing agreement entered into in connection with any Non-Serviced Loan Combination, and no such party will have any obligation or authority to make Property Advances with respect to the Non-Serviced Mortgage Loans.  The obligation of the Master Servicer to provide information and collections to the Trustee, the Certificate Administrator and the Certificateholders with respect to any Non-Serviced Mortgage Loan is dependent upon its receipt of the corresponding information and collections from the master servicer or special servicer under the applicable other securitization.

Each Non-Serviced Mortgage Loan will not be subject to the Servicing Transfer Events described under “The Pooling and Servicing Agreement—Special Servicing,” but will be subject to generally similar

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but not identical events provided for in the related other pooling and servicing agreement.  In addition, the conditions that would result in an Appraisal Reduction Event under the Pooling and Servicing Agreement may differ in some respects from the conditions that would require an appraisal under any pooling and servicing agreement governing the servicing of a Non-Serviced Loan Combination.

See “Description of the Mortgage Pool—Loan Combinations” in this prospectus supplement.

Reports to Certificateholders; Available Information

Certificate Administrator Reports

On each Distribution Date, the Certificate Administrator will be required to make available to the general public on the Certificate Administrator’s website a statement (a “Distribution Date Statement”) based upon information provided by the Master Servicer and Special Servicer (and in certain cases only to the extent received from the Master Servicer or Special Servicer, as applicable) and delivered to the Certificate Administrator and the information required to be prepared by the Certificate Administrator, in accordance with CRE Finance Council (“CREFC”) guidelines as of the Closing Date setting forth, among other things:

(a)        the Record Date, Interest Accrual Period, and Determination Date for such Distribution Date;

(b)        the aggregate amount of the distribution on the Distribution Date to the holders of each Class of Sequential Pay Certificates in reduction of the Certificate Balance of those Certificates;

(c)        the aggregate amount of the distribution on the Distribution Date to the holders of each Class of Regular Certificates allocable to the Interest Accrual Amount and Interest Shortfalls;

(d)        the aggregate amount of Advances made in respect of the Distribution Date and the amount of interest paid on Advances since the prior Distribution Date (including, to the extent material, the general use of funds advanced and general source of funds for reimbursements);

(e)        the aggregate amount of compensation paid to the Trustee, the Certificate Administrator, the Operating Advisor and servicing compensation paid to the Master Servicer and the Special Servicer for the related Determination Date and any other fees or expenses accrued and paid from the Issuing Entity;

(f)         the aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans outstanding immediately before and immediately after the Distribution Date;

(g)        the number (as of the related and the next preceding Determination Date), and the aggregate principal balance, weighted average remaining term to maturity and weighted average mortgage rate (and interest rates by distributional groups or ranges) of the Mortgage Loans as of the related Determination Date;

(h)        the number and aggregate Stated Principal Balance of the Mortgage Loans or Serviced Loan Combinations (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90 days or more, (D) that are specially serviced but that are not delinquent, or (E) current, but not specially serviced, as to which foreclosure proceedings have been commenced, but not REO Property;

(i)         the Available Funds and any other cash flows received on the Mortgage Loans and applied to pay fees and expenses (including the components of the Available Funds, or such other cash flows);

(j)         the amount of the distribution on the Distribution Date to the holders of any Class of Regular Certificates allocable to Prepayment Premiums and Yield Maintenance Charges;

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(k)        the accrued Interest Accrual Amount in respect of each Class of Regular Certificates for such Distribution Date;

(l)         the Pass-Through Rate for each Class of Regular Certificates for the Distribution Date and the next succeeding Distribution Date;

(m)       the Principal Distribution Amount for the Distribution Date;

(n)        the aggregate Certificate Balance or aggregate Notional Balance, as the case may be, of each Class of Regular Certificates immediately before and immediately after the Distribution Date, separately identifying any reduction in these amounts as a result of the allocation of any Realized Loss on the Distribution Date;

(o)        the fraction, expressed as a decimal carried to at least eight places, the numerator of which is the then related Certificate Balance, and the denominator of which is the related initial aggregate Certificate Balance, for each Class of Regular Certificates immediately following the Distribution Date;

(p)        the amount of any Appraisal Reduction Amounts allocated during the related Collection Period on a loan-by-loan basis; and the total Appraisal Reduction Amounts as of such Distribution Date on a loan-by-loan basis;

(q)        the number and related principal balances of any Mortgage Loans modified, extended or waived on a loan-by-loan basis since the previous Determination Date (including a description of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the Collection Period or that have cumulatively become material over time);

(r)         the amount of any remaining unpaid Interest Shortfalls for each Class of Regular Certificates as of the Distribution Date;

(s)        a loan-by-loan listing of each Mortgage Loan which was the subject of a principal prepayment (other than liquidation proceeds and insurance proceeds) during the related Collection Period and the amount of principal prepayment occurring, together with the aggregate amount of principal prepayments made during the related Collection Period;

(t)         a loan-by-loan listing of any Mortgage Loan which was defeased since the previous Determination Date;

(u)        the amount of the distribution to the holders of each Class of Certificates on the Distribution Date attributable to reimbursement of Realized Losses;

(v)         as to any Mortgage Loan repurchased by a Mortgage Loan Seller or otherwise liquidated or disposed of during the related Collection Period, (A) the loan number of the related Mortgage Loan and (B) the amount of proceeds of any repurchase of a Mortgage Loan, Liquidation Proceeds and/or other amounts, if any, received thereon during the related Collection Period and the portion thereof included in the Available Funds for such Distribution Date;

(w)        the amount on deposit in certain accounts established and maintained by the Certificate Administrator pursuant to the Pooling and Servicing Agreement, after giving effect to the distribution made on such Distribution Date (and any material account activity since the prior Distribution Date);

(x)        the original and then-current credit support levels for each Class of Sequential Pay Certificates;

(y)         with respect to any REO Loan as to which the related Mortgaged Property became an REO Property during the preceding calendar month, the city, state, property type, latest Debt Service Coverage Ratio and the current Stated Principal Balance;

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(z)        the value of any REO Property included in the Issuing Entity as of the related Determination Date, on an loan-by-loan basis, based on the most recent appraisal or valuation;

(aa)       with respect to any Serviced REO Property sold or otherwise disposed of during the related Collection Period and for which a final recovery determination has been made, (A) the Realized Loss attributable to the related Mortgage Loan, (B) the amount of sale proceeds and other amounts, if any, received in respect of such Serviced REO Property during the related Collection Period and the portion thereof included in the Available Funds for such Distribution Date, (C) the date of the final recovery determination and (D) the balance of the Excess Liquidations Proceeds Account for such Distribution Date;

(bb)      the amount of the distribution on the Distribution Date to the holders of the Class V and Residual Certificates;

(cc)      material breaches of Mortgage Loan representations and warranties or any covenants under the Pooling and Servicing Agreement of which the Certificate Administrator, the Trustee, the Operating Advisor, the Master Servicer or the Special Servicer has received written notice;

(dd)      the identity of the Operating Advisor;

(ee)      the amount of Realized Losses, certain expenses of the Issuing Entity and Interest Shortfalls, if any, incurred with respect to the Mortgage Loans during the related Collection Period and in the aggregate for all prior Collection Periods (except to the extent reimbursed or paid);

(ff)        an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its affiliates during the related Collection Period;

(gg)      the identity of the Controlling Class;

(hh)      the identity of the Controlling Class Representative; and

(ii)        such other information and in such form as will be specified in the Pooling and Servicing Agreement.

In addition, the Certificate Administrator may make certain other information and reports (including the collection of reports specified by the CREFC (or any successor organization reasonably acceptable to the Certificate Administrator and the Master Servicer) known as the “CREFC Investor Reporting Package”) related to the Mortgage Loans available to Privileged Persons, to the extent that the Certificate Administrator receives relevant information and loan-related reports from the Master Servicer, and direction from the Depositor, or is otherwise directed to do so under the Pooling and Servicing Agreement.  The Certificate Administrator will not make any representations or warranties as to the accuracy or completeness of any information provided by it that was based; in whole or in part, on information received from third parties, and may disclaim responsibility for the Certificate Administrator’s website.  The Certificate Administrator may require registration and acceptance of a disclaimer and a confidentiality agreement.  Neither the Certificate Administrator nor the Master Servicer will be liable for the dissemination of information made in accordance with the Pooling and Servicing Agreement.

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Information Available Electronically

The Pooling and Servicing Agreement requires that the Certificate Administrator make available to any Privileged Person (provided that this prospectus supplement, the Distribution Date Statements and the SEC filings referred to below will be made available to the general public, and provided further that any Privileged Person that is a borrower, a manager of a Mortgaged Property, an affiliate of the foregoing or an agent of any borrower will only be entitled to access documents made available to the general public), via the Certificate Administrator’s website, among other things, the following items, in each case to the extent received by or, in certain cases, prepared by, the Certificate Administrator:

(a)        the following “deal documents”:

● the final prospectus supplement that relates to the Offered Certificates; and

● the Pooling and Servicing Agreement, each sub-servicing agreement delivered to the Certificate Administrator from and after the Closing Date, if any, and the Mortgage Loan Purchase Agreements and any amendments and exhibits to those agreements;

(b)        the following SEC filings:

● Any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Issuing Entity through the EDGAR system;

(c)        the following “periodic reports”:

● the Distribution Date Statements;

● the reports included in the CREFC Investor Reporting Package (provided they are prepared or received by the Certificate Administrator); and

● the annual reports prepared by the Operating Advisor;

(d)        the following “additional documents”:

● summaries of Final Asset Status Reports delivered to the Certificate Administrator in electronic format; and

● any appraisal, Phase I environmental assessment, Phase II environmental assessment, seismic report and property condition report relating to the Mortgaged Properties (or updates thereof) delivered to the Certificate Administrator in electronic format;

(e)        the following “special notices”:

● all special notices sent by the Certificate Administrator to the Certificateholders as described in “Description of the Offered Certificates—Certificateholder Communication—Special Notices” in this prospectus supplement;

● notice of (i) any request by at least 25% of the Certificates to terminate and replace the Special Servicer notice, (ii) any request by at least 15% of the Voting Rights of the Certificates to terminate and replace the Operating Advisor, (iii) any recommendation of the Operating Advisor to replace the Special Servicer;

● notice of any waiver, modification or amendment of any term of any Mortgage Loan;

● notice of final payment on the Certificates;

● all notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator;

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● notice of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Operating Advisor or the Trustee);

● officer’s certificates and other documentation supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;

● any notice of the termination of the Issuing Entity;

● any notice of the occurrence and continuance of a Control Termination Event;

● any notice of the occurrence and continuance of a Consultation Termination Event;

● any Assessment of Compliance (as defined in the prospectus) delivered to the Certificate Administrator; and

● any Attestation Reports (as defined in the prospectus) delivered to the Certificate Administrator;

(f)         the “Investor Q&A Forum”; and

(g)        solely to Certificateholders and beneficial owners of Certificates, the “Investor Registry.”

The Certificate Administrator may require a recipient of any of the information set forth above to execute a confidentiality agreement (which may be in the form of a web page “click-through”).

The Certificate Administrator will make the “Investor Q&A Forum” available to Privileged Persons via the Certificate Administrator’s website, where (a) Certificateholders and beneficial owners of Certificates may (i) submit inquiries to the Certificate Administrator relating to the Distribution Date Statement, (ii) submit inquiries to the Master Servicer or the Special Servicer relating to reports, the Mortgage Loans or the Mortgaged Properties and (iii) submit inquiries to the Operating Advisor relating to its annual reports or actions by the Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether or not referenced in such annual reports and (b) Privileged Persons may view previously submitted inquiries and related answers.  The Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, as applicable, will be required to answer each inquiry, unless it determines that (i) the question is beyond the scope outlined above, (ii) answering the inquiry would not be in the best interests of the Issuing Entity and/or the Certificateholders, would be in violation of applicable law, the Pooling and Servicing Agreement or the Mortgage Loan Documents, would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product, or would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Operating Advisor the Master Servicer or the Special Servicer, as applicable, or (iii) it is otherwise not advisable to answer such inquiry, in which case the Certificate Administrator will not post the related inquiry.  In addition, no party is permitted to post or otherwise disclose information known to such party to be Privileged Information as part of its response to any inquiry.  The Certificate Administrator will be required to post the inquiries and related answers on the Investor Q&A Forum, subject to and in accordance with the Pooling and Servicing Agreement.

The Investor Q&A Forum may not reflect questions, answers and other communications that are not submitted through the Certificate Administrator’s website.  Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and no other person will certify as to the accuracy, or will have any responsibility or liability for the content of any such information.

Certificateholders and beneficial owners may register on a voluntary basis for the “Investor Registry” and obtain contact information for any other Certificateholder or beneficial owner that has also registered, provided that they comply with certain requirements as provided for in the Pooling and Servicing Agreement.

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The Certificate Administrator’s website will initially be located at www.ctslink.com.  The 17g-5 Information Provider’s website will initially be located under the Certificate Administrator’s website under the “NRSRO” tab related to the Certificates.  Access will be provided by the Certificate Administrator and the 17g-5 Information Provider, as the case may be, to such persons upon its receipt from such person of an Investor Certification or NRSRO Certification in the forms attached to the Pooling and Servicing Agreement, which forms will also be located on and submitted electronically via the Certificate Administrator’s website or the 17g-5 Information Provider’s website, as applicable.  In connection with providing access to the Certificate Administrator’s website and the 17g-5 Information Provider’s website, the Certificate Administrator and/or the 17g-5 Information Provider may require registration and the acceptance of a disclaimer.  The Certificate Administrator and the 17g-5 Information Provider, as the case may be, will not be liable for the dissemination of information in accordance with the terms of the Pooling and Servicing Agreement. Neither the Certificate Administrator nor the 17g-5 Information Provider make any representations or warranties as to the accuracy or completeness of documents or information posted to its respective website and neither party will assume any responsibility for them.  In addition, the Certificate Administrator and the 17g-5 Information Provider, as the case may be, may disclaim responsibility for any such document or information for which it is not the original source.  Assistance in using the Certificate Administrator’s website and the 17g-5 Information Provider’s website can be obtained by calling the Certificate Administrator’s customer service desk at (866) 846-4526.

“Privileged Person” means the Depositor, Underwriters, the initial purchasers, the Master Servicer, the Special Servicer, each Serviced Companion Loan noteholder, the Controlling Class Representative (but only for so long as no Consultation Termination Event has occurred and is continuing), each Loan-Specific Directing Holder, the Trustee, the Certificate Administrator, the Operating Advisor, a designee of the Depositor, any person who provides the Certificate Administrator with an Investor Certification and any NRSRO that delivers an NRSRO Certification to the 17g-5 Information Provider, which Investor Certification and NRSRO Certification may be submitted electronically via the Certificate Administrator’s website or the 17g-5 Information Provider’s website, as applicable; provided, that in no event may a borrower, a manager or affiliate or agent thereof be considered a Privileged Person.

“Investor Certification” means a certificate representing that the person executing the certificate (1) is a Certificateholder, a beneficial owner of a Certificate or a prospective purchaser of a Certificate that, in the case of an Offered Certificate, has received a copy of the final prospectus supplement and the prospectus and (2) is not a borrower, a manager of a Mortgaged Property, an affiliate of any of the foregoing or an agent of any of the foregoing substantially in the form attached to the Pooling and Servicing Agreement or as electronically available on the Certificate Administrator’s website.

“NRSRO Certification” means a certification executed by an NRSRO in favor of the 17g-5 Information Provider substantially in the form attached to the Pooling and Servicing Agreement or in electronic form on the 17g-5 Information Provider’s website that states that such NRSRO is a Rating Agency hired to provide ratings on the Certificates, or that such NRSRO has access to the 17g-5 website for the Issuing Entity, has provided the 17g-5 Information Provider with the appropriate certifications under Rule 17g-5(e), and will treat all information obtained from the 17g-5 Information Provider’s website as confidential.

“17g-5 Information Provider” means the Certificate Administrator.

Other Information

The Pooling and Servicing Agreement will require that the Certificate Administrator make available at its offices, during normal business hours, for review by any Privileged Person and any Serviced Companion Loan noteholder that is a Privileged Person, originals or copies of, among other things, the following items (to the extent such items are in its possession) (except to the extent not permitted by applicable law or under any of the related Mortgage Loan Documents):

(a)        any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing revealed certain environmental issues;

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(b)        the most recent annual (or more frequent, if available) operating statements, rent rolls (to the extent such rent rolls have been made available by the related borrower) and/or lease summaries and retail “sales information,” if any, received from the Master Servicer or the Special Servicer with respect to each Mortgaged Property;

(c)        the mortgage files, including any and all modifications, waivers and amendments of the terms of a Mortgage Loan or Serviced Loan Combination entered into or consented to by the Master Servicer and/or the Special Servicer and delivered to the Certificate Administrator; and

(d)        any other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act.

The Certificate Administrator may require a Privileged Person to execute a confidentiality agreement prior to granting access to the information described above.  Copies of any and all of the foregoing items will be available upon request at the expense of the requesting party from the Certificate Administrator to the extent such documents are in the Certificate Administrator’s possession.

The Certificate Administrator will make available all Distribution Date Statements, CREFC reports and supplemental notices (provided they are received by the Certificate Administrator) to certain financial modeling firms (including Bloomberg, L.P., Trepp, LLC and Intex Solutions, Inc.) in accordance with the provisions of the Pooling and Servicing Agreement.

Master Servicer’s Reports

The Master Servicer is required to deliver to the Certificate Administrator prior to each Distribution Date, and the Certificate Administrator is to make available to any Privileged Person on its website certain reports and data files that are part of the CREFC Investor Reporting Package.

Subject to the receipt of necessary information from any subservicer, reports will be made available electronically in the form of the standard CREFC reports; provided, however, the Certificate Administrator will provide Certificateholders (at the expense of such Certificateholders) with a written copy of such report upon request.  The information that pertains to Specially Serviced Loans and REO Properties reflected in such reports shall be based solely upon the reports delivered by the Special Servicer to the Master Servicer no later than two business days prior to the Master Servicer Remittance Date.  Absent manifest error, none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee will be responsible for the accuracy or completeness of any information supplied to it by a borrower or third party that is included in any reports, statements, materials or information prepared or provided by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable.

The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer will be indemnified by the Issuing Entity against any loss, liability or expense incurred in connection with any claim or legal action relating to any statement or omission based upon information supplied by a borrower or third party under a Mortgage Loan or Serviced Loan Combination and reasonably relied upon by such party.

The Master Servicer is also required to deliver periodically to the Trustee, Certificate Administrator, the Operating Advisor, the Underwriters, the initial purchasers, the 17g-5 Information Provider (who will promptly post such materials to the 17g-5 Information Provider’s website) and the holders of Serviced Companion Loans the following materials, of which the CREFC Operating Statement Analysis Report and CREFC NOI Adjustment Worksheet are required to be delivered in electronic format and any items relating to such report or worksheet may be delivered in electronic or paper format:

(a)        Annually, on or before June 30 of each year, commencing in 2013, with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan), Specially Serviced Loan and Serviced REO Loan (to the extent prepared by and received from the Special Servicer in the case of any Specially Serviced Loan or Serviced REO Loan), a “CREFC Operating Statement Analysis Report”

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together with copies of the related operating statements and rent rolls (but only to the extent the related borrower is required by the Mortgage to deliver, or has otherwise agreed to provide such information and, with respect to operating statements and rent rolls for Specially Serviced Loans and REO Properties, only to the extent received by the Special Servicer) for such Mortgaged Property or REO Property for the current trailing 12 months, if available, or year-to-date.  The Master Servicer (or the Special Servicer in the case of Specially Serviced Loans and Serviced REO Properties) is required to use its commercially reasonable efforts to obtain annual and other periodic operating statements and related rent rolls and will be required to promptly update the CREFC Operating Statement Analysis Report.

(b)        Within 45 days of receipt by the Master Servicer (or within 60 days of receipt by the Special Servicer with respect to any Specially Serviced Loan or Serviced REO Property) of annual year-end operating statements, if any, with respect to any Mortgaged Property (except with respect to any Non-Serviced Mortgage Loan) or Serviced REO Property, a “CREFC NOI Adjustment Worksheet” for such Mortgaged Property or Serviced REO Property (with the annual year-end operating statements attached thereto as an exhibit), presenting the computations made in accordance with the methodology described in the Pooling and Servicing Agreement to “normalize” the full year-end net operating income or net cash flow and debt service coverage numbers used by the Master Servicer or the Special Servicer in the other reports referenced above.

Upon request for receipt of any such items from any Rating Agency, the Master Servicer shall forward to the 17g-5 Information Provider (who will promptly post such requested item to the 17g-5 Information Provider’s website) and promptly, but not earlier than the second business day following the delivery of such requested item to the 17g-5 Information Provider, the Rating Agencies.

In addition, within a reasonable period of time after the end of each calendar year, the Certificate Administrator is required to send to each person who at any time during the calendar year was a Certificateholder of record, a report summarizing on an annual basis (if appropriate) certain items provided to Certificateholders in the monthly Distribution Date Statements and such other information as may be reasonably required to enable such Certificateholders to prepare their federal income tax returns.  The Certificate Administrator will also make available information regarding the amount of original issue discount accrued on each Class of Certificate held by persons other than holders exempted from the reporting requirements and information regarding the expenses of the Issuing Entity.

Exchange Act Filings

The Trust will file Distribution Reports on Form 10-D, Annual Reports on Form 10-K and (if applicable) Current Reports on Form 8-K with the SEC regarding the Certificates, to the extent, and for such time, as it shall be required to do so under Rule 15d-22 of the Exchange Act.  Such reports will be filed under the name “Deutsche Mortgage & Asset Receiving Corp.”  (SEC file no. 333-172143). Members of the public may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  Members of the public may obtain information regarding the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.  The address of that internet site is http://www.sec.gov.

USE OF PROCEEDS

The net proceeds from the sale of the Offered Certificates will be used by the Depositor to pay part of the purchase price for the Mortgage Loans. 

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MATERIAL FEDERAL INCOME TAX CONSEQUENCES

General

The following is a general discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of the Offered Certificates.  The discussion below does not purport to address all federal income tax consequences that may be applicable to particular categories of investors (such as banks, insurance companies, securities dealers, foreign persons, investors whose functional currency is not the U.S. dollar, and investors that hold the Offered Certificates as part of a “straddle” or “conversion transaction”), some of which may be subject to special rules.  The authorities on which this discussion is based are subject to change or different interpretations, and any such change or interpretation could apply retroactively.  This discussion reflects the applicable provisions of the Code, as well as regulations (the “REMIC Regulations”) promulgated by the U.S. Department of the Treasury.  Investors are encouraged to consult their own tax advisors in determining the federal, state, local or any other tax consequences to them of the purchase, ownership and disposition of the Offered Certificates and are encouraged to review the discussions under the heading “Federal Income Tax Consequences for REMIC Certificates” in the prospectus.

Two separate real estate mortgage investment conduit (“REMIC”) elections (the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” and collectively, the “Trust REMICs”) will be made with respect to the designated portions of the Issuing Entity.  The Lower-Tier REMIC will hold the Mortgage Loans (other than Excess Interest)and certain other assets, will issue certain classes of regular interests (the “Lower-Tier Regular Interests”) to the Upper-Tier REMIC and will issue a sole class of residual interests in such Trust REMIC, represented by the Class LR Certificates.  The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-M, Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates (together, the “Regular Certificates”) as classes representing regular interests in the Upper-Tier REMIC and will issue the Class R Certificates as the sole class of residual interests in the Upper-Tier REMIC.

Qualification as a REMIC requires ongoing compliance with certain conditions.  Assuming (i) the making of appropriate elections, (ii) compliance with the Pooling and Servicing Agreement (and, on and after the Crossgates Mall Note A-1A Securitization Date, compliance with the Crossgates Mall Pooling and Servicing Agreement), and (iii) compliance with any changes in the law, including any amendments to the Code or applicable Treasury regulations thereunder, in the opinion of Sidley Austin llp, counsel to the Depositor:  (a) each Trust REMIC will qualify as a REMIC on the Closing Date and thereafter; (b) each Lower-Tier Regular Interest will constitute a “regular interest” in the Lower-Tier REMIC, and each of the Regular Certificates will constitute a “regular interest” in the Upper-Tier REMIC; and (c) the Class LR Certificates will evidence the sole Class of “residual interests” in the Lower-Tier REMIC, and the Class R Certificates will evidence the sole class of “residual interests” in the Upper-Tier REMIC.  In addition, in the opinion of Sidley Austin llp, the portion of the Issuing Entity consisting of the Excess Interest (and related amounts in the Class V Distribution Account), which portion will be beneficially owned by the holders of the Class V Certificates will be treated as a grantor trust (the “Grantor Trust”) for federal income tax purposes under subpart E, part I of subchapter J of the Code.

Tax Status of Offered Certificates

Each Class of Offered Certificates held by a real estate investment trust will constitute “real estate assets” within the meaning of Code Section 856(c)(5)(B), and interest on the Offered Certificates will be considered “interest on obligations secured by mortgages on real property or on interests in real property” within the meaning of Code Section 856(c)(3)(B) to the extent described in the prospectus under the heading “Federal Income Tax Consequences For REMIC Certificates—Status of REMIC Certificates.”  Offered Certificates held by a domestic building and loan association will be treated as “loans . . . secured by an interest in real property which is . . . residential real property” within the meaning of Code Section 7701(a)(19)(C)(v) or as other assets described in Code Section 7701(a)(19)(C), but only in the proportion that the applicable Trust REMIC’s basis in the related Mortgage Loans secured by multifamily properties relates to the Trust REMIC’s total basis in the Mortgage Loans.  Offered Certificates held by certain

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financial institutions will constitute an “evidence of indebtedness” within the meaning of Code Section 582(c)(1).  In addition, Mortgage Loans that have been defeased with U.S. Treasury obligations will not qualify for the foregoing tax treatments.  Moreover, the Offered Certificates will be “qualified mortgages” for another REMIC within the meaning of Code Section 860G(a)(3).

Taxation of Offered Certificates

General.  The Offered Certificates will represent regular interests in the Upper-Tier REMIC.  In general, interest, original issue discount and market discount on an Offered Certificate will be treated as ordinary income to the holder of an Offered Certificate (an “Offered Certificateholder”), and principal payments on an Offered Certificate will be treated as a return of capital to the extent of the Offered Certificateholder’s basis in the Offered Certificate.  The Offered Certificates will represent newly originated debt instruments for federal income tax purposes.  Offered Certificateholders must use the accrual method of accounting with regard to the Offered Certificates, regardless of the method of accounting otherwise used by such Offered Certificateholders.

Original Issue Discount.  Holders of Offered Certificates issued with original issue discount generally must include original issue discount in ordinary income for federal income tax purposes as it accrues in accordance with the constant yield method, which takes into account the compounding of interest, in advance of receipt of the cash attributable to such income.  The Internal Revenue Service has issued temporary and final Treasury regulations (the “OID Regulations”) under Code Sections 1271 through 1273 and 1275 and in part on the provisions of the 1986 Act.  Offered Certificateholders should be aware, however, that the OID Regulations do not adequately address certain issues relevant to prepayable securities, such as the Offered Certificates.  Investors are encouraged to consult their own tax advisors about the discussions in this prospectus supplement and the prospectus and the appropriate method for reporting interest and original issue discount with respect to the Offered Certificates.  See “Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Original Issue Discount” in the prospectus.

Each Offered Certificate will be treated as a single installment obligation for purposes of determining the original issue discount includible in an Offered Certificateholder’s income.  The total amount of original issue discount on an Offered Certificate is the excess of the “stated redemption price at maturity” of the Offered Certificate over its “issue price.”  The issue price of a class of Offered Certificates is the first price at which a substantial amount of Offered Certificates of such class is sold to investors (excluding bond houses, brokers and underwriters).  Although unclear under the OID Regulations, the Certificate Administrator will treat the issue price of Offered Certificates for which there is no substantial sale as of the issue date as the fair market value of such class as of the issue date.  The issue price of the Offered Certificates also includes the amount paid by an initial Certificateholder of such class for accrued interest that relates to a period prior to the issue date of such class of Offered Certificates.  The stated redemption price at maturity of an Offered Certificate is the sum of all payments provided by the debt instrument other than any qualified stated interest payments.  Under the OID Regulations, qualified stated interest generally means interest payable at a single fixed rate or a qualified variable rate; provided that such interest payments are unconditionally payable at intervals of one year or less during the entire term of the obligation.  Because there is no penalty or default remedy in the case of nonpayment of interest with respect to an Offered Certificate, it is possible that no interest on any class of Offered Certificates will be treated as qualified stated interest.  However, because the Mortgage Loans provide for remedies in the event of default, the Certificate Administrator will treat all payments of stated interest on the Offered Certificates (other than the Class X-A Certificates) as qualified stated interest (other than accrued interest distributed on the first Distribution Date for the number of days that exceed the interval between the Closing Date and the first Distribution Date).

In addition, it is anticipated that the Certificate Administrator will treat the Class X-A Certificates as having no qualified stated interest.  Accordingly, such Class will be considered to be issued with original issue discount in an amount equal to the excess of all distributions of interest expected to be received thereon over its issue price (including interest accrued prior to the Closing Date).  Any “negative” amounts of original issue discount on the Class X-A Certificates attributable to rapid prepayments with respect to

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the Mortgage Loans will not be deductible currently.  Holders of Class X-A Certificates may be entitled to a loss deduction to the extent it becomes certain that such Certificateholders will not recover a portion of their basis in such Class, assuming no further prepayments.  See “Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Original Issue Discount” in the prospectus.

For the purposes of accruing original issue discount, if any, determining whether such original issue discount is de minimis and amortizing any premium, the prepayment assumption will be 0% CPR, provided that it is assumed that each ARD Loan will prepay in full on its Anticipated Repayment Date (the “Prepayment Assumption”).  See “Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Original Issue Discount” in the prospectus.

Based on the foregoing, it is anticipated that the Class X-A and Class C Certificates will be issued with original issue discount and that the Class A-1 Certificates will be issued with a de minimis amount of original issue discount.

Premium.  An Offered Certificate purchased upon initial issuance or in the secondary market at a cost greater than its remaining stated redemption price at maturity generally is considered to be purchased at a premium.  See “Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Premium” in the prospectus. It is anticipated that the Class A-2, Class A-3, Class A-SB, Class A-M and Class B Certificates will be issued at a premium.

Yield Maintenance Charges and Prepayment Premiums.  Yield Maintenance Charges and Prepayment Premiums actually collected on the Mortgage Loans will be distributed to the Offered Certificates as described in “Description of the Offered Certificates—Distributions—Prepayment Premiums and Yield Maintenance Charges” in this prospectus supplement.  It is not entirely clear under the Code when the amount of Yield Maintenance Charges and Prepayment Premiums so allocated should be taxed to the holders of the Offered Certificates, but it is not expected, for federal income tax reporting purposes, that Yield Maintenance Charges and Prepayment Premiums will be treated as giving rise to any income to the holder of such Classes of Certificates prior to the Certificate Administrator’s actual receipt of the Yield Maintenance Charges and Prepayment Premium.  Yield Maintenance Charges and Prepayment Premiums, if any, may be treated as paid upon the retirement or partial retirement of an Offered Certificate.  The Internal Revenue Service may disagree with these positions.  Certificateholders are encouraged to consult their own tax advisors concerning the treatment of Yield Maintenance Charges and Prepayment Premiums.

Further Information; Taxation of Foreign Investors

For further information regarding the federal income tax consequences of investing in the Offered Certificates, including consequences of purchase, ownership and disposition of Offered Certificates by any person who is not a citizen of resident of the United States, a corporation or partnership or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia, or is a foreign estate or trust, see “Federal Income Tax Consequences for REMIC Certificates” in the prospectus.

CERTAIN STATE AND LOCAL TAX CONSIDERATIONS

In addition to the federal income tax consequences described in “Material Federal Income Tax Consequences,” purchasers of Offered Certificates should consider the state and local income tax consequences of the acquisition, ownership, and disposition of the Offered Certificates.  State and local income tax law may differ substantially from the corresponding federal law, and this discussion does not purport to describe any aspect of the income tax laws of any state or locality.  Therefore, potential purchasers are encouraged to consult their own tax advisors with respect to the various state and local tax consequences of investment in the Offered Certificates.

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ERISA CONSIDERATIONS

The purchase by or transfer to an employee benefit plan or other retirement arrangement, including an individual retirement account or a Keogh plan, which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Code Section 4975, or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”), or a collective investment fund in which such Plans are invested, an insurance company using the assets of separate accounts or general accounts which include assets of Plans (or which are deemed pursuant to ERISA or any Similar Law to include assets of Plans) or other persons acting on behalf of any such Plan or using the assets of any such Plan to acquire the Offered Certificates may constitute or give rise to a prohibited transaction under ERISA or the Code or Similar Law.  There are certain exemptions issued by the U.S. Department of Labor (the “Department”) that may be applicable to an investment by a Plan in the Certificates.  The Department has granted an administrative exemption to Deutsche Bank Securities Inc. as Department Final Authorization Number 97-03E, as amended by Prohibited Transaction Exemption 2007-5, and to Cantor Fitzgerald & Co. as Department Final Authorization Number 2011-05E (collectively, the “Exemption”) for certain mortgage-backed and asset-backed certificates underwritten in whole or in part by the underwriters.  The Exemption might be applicable to the initial purchase, the holding, and the subsequent resale by a Plan of certain certificates, such as the Offered Certificates, representing interests in pass-through trusts that consist of certain receivables, loans and other obligations; provided that the conditions and requirements of the Exemption are satisfied.  The assets described in the Exemption include mortgage loans such as the Mortgage Loans.  However, it should be noted that in issuing the Exemption, the Department may not have considered interests in pools of the exact nature as some of the Offered Certificates.

Among the conditions that must be satisfied for the Exemption to apply to the acquisition, holding and resale of the Offered Certificates are the following:

(a)        the acquisition of Offered Certificates by a Plan is on terms (including the price for the Certificates) that are at least as favorable to the Plan as they would be in an arm’s length transaction with an unrelated party;

(b)        the Offered Certificates acquired by the Plan have received a rating at the time of such acquisition that is one of the four highest generic rating categories from any of DBRS, Inc. (“DBRS”), DBRS Limited, Moody’s Investors Service, Inc. (“Moody’s”), Standard & Poor’s Ratings Service (“S&P”) or Fitch, Inc. (“Fitch”);

(c)        the Trustee must not be an affiliate of any other member of the Restricted Group (as defined below) other than an Underwriter;

(d)        the sum of all payments made to and retained by Underwriters in connection with the distribution of Offered Certificates represents not more than reasonable compensation for underwriting the Certificates.  The sum of all payments made to and retained by the Depositor pursuant to the assignment of the Mortgage Loans to the Issuing Entity represents not more than the fair market value of such Mortgage Loans.  The sum of all payments made to and retained by the Master Servicer and any other servicer represents not more than reasonable compensation for such person’s services under the Pooling and Servicing Agreement and reimbursement of such person’s reasonable expenses in connection therewith; and

(e)        the Plan investing in the Certificates is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D under the Securities Act of 1933, as amended.

The Issuing Entity must also meet the following requirements:

(a)        the corpus of the Issuing Entity must consist solely of assets of the type that have been included in other investment pools;

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(b)        certificates in such other investment pools must have been rated in one of the four highest rating categories of DBRS, DBRS Limited, Moody’s, S&P or Fitch for at least one year prior to the Plan’s acquisition of the Offered Certificates pursuant to the Exemption; and

(c)        certificates evidencing interests in such other investment pools must have been purchased by investors other than Plans for at least one year prior to any Plan’s acquisition of the Offered Certificates pursuant to the Exemption.

If all of the conditions of the Exemption are met, then whether or not a Plan’s assets would be deemed to include an ownership interest in the Mortgage Loans in the Issuing Entity, the acquisition, holding and resale by Plans of the Offered Certificates with respect to which the conditions were met would be exempt from the prohibited transaction provisions of ERISA and the Code to the extent indicated in the Exemption.

Moreover, the Exemption can provide relief from certain self-dealing/conflict of interest prohibited transactions that may occur if a Plan fiduciary causes a Plan to acquire certificates in a trust holding receivables, loans or obligations on which the fiduciary (or its affiliate) is an obligor; provided that, among other requirements, (a) in the case of an acquisition in connection with the initial issuance of certificates, at least fifty percent of each Class of certificates in which Plans have invested is acquired by persons independent of the Restricted Group (as defined below) and at least fifty percent of the aggregate interest in the Issuing Entity is acquired by persons independent of the Restricted Group (as defined below); (b) such fiduciary (or its affiliate) is an obligor with respect to five percent or less of the fair market value of the obligations contained in the Issuing Entity; (c) the Plan’s investment in certificates of any Class does not exceed twenty-five percent of all of the certificates of that Class outstanding at the time of the acquisitions; and (d) immediately after the acquisition no more than twenty-five percent of the assets of the Plan with respect to which such person is a fiduciary are invested in certificates representing an interest in one or more trusts containing assets sold or serviced by the same entity.

The Exemption does not apply to the purchasing or holding of Offered Certificates by Plans sponsored by the Depositor, the Trustee, any Underwriter, the Master Servicer, the Special Servicer, any obligor with respect to Mortgage Loans included in the Issuing Entity constituting more than five percent of the aggregate unamortized principal balance of the assets in the Issuing Entity, any party considered a “sponsor” within the meaning of the Exemption, or any affiliate of such parties (the “Restricted Group”).

The Depositor believes that the conditions to the applicability of the Exemption will generally be met with respect to the Offered Certificates, other than possibly those conditions which are dependent on facts unknown to the Depositor or which it cannot control, such as those relating to the circumstances of the Plan purchaser or the Plan fiduciary making the decision to purchase any such Offered Certificates.  However, before purchasing an Offered Certificate, a fiduciary of a Plan should make its own determination as to the availability of the exemptive relief provided by the Exemption or the availability of any other prohibited transaction exemptions or similar exemption under Similar Law, and whether the conditions of any such exemption will be applicable to such purchase.  As noted above, the Department, in granting the Exemption, may not have considered interests in pools of the exact nature as the Certificates.  A fiduciary of a Plan that is a governmental plan should make its own determination as to the need for and the availability of any exemptive relief under any Similar Law.

Any fiduciary of a Plan considering whether to purchase an Offered Certificate should also carefully review with its own legal advisors the applicability of the fiduciary duty and prohibited transaction provisions of ERISA and the Code to such investment.  See “Certain ERISA Considerations” in the prospectus.

The sale of Offered Certificates to a Plan is in no respect a representation by the Depositor or the Underwriters that this investment meets all relevant legal requirements with respect to investments by Plans generally or any particular Plan, or that this investment is appropriate for Plans generally or any particular Plan.

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METHOD OF DISTRIBUTION (UNDERWRITER CONFLICTS OF INTEREST)

Subject to the terms and conditions set forth in an Underwriting Agreement (the “Underwriting Agreement”), to be dated as of May 18, 2012, between the Depositor, German American Capital Corporation, Deutsche Bank Securities Inc., Cantor Fitzgerald & Co. and CastleOak Securities, L.P. (collectively, the “Underwriters”), the Underwriters have agreed to purchase, and the Depositor has agreed to sell to the Underwriters, the Offered Certificates.  It is expected that delivery of the Offered Certificates will be made only in book-entry form through the Same Day Funds Settlement System of DTC on or about May 30, 2012, against payment therefor in immediately available funds.

In the Underwriting Agreement, the Underwriters have agreed, subject to the terms and conditions set forth therein, to purchase the Certificate Balance (or, in the case of the Class X-A Certificates, the Notional Balance) of each Class of Offered Certificates set forth below, subject in each case to a variance of 5.0%:

Class	Deutsche Bank Securities Inc.		Cantor Fitzgerald & Co.		CastleOak Securities, L.P.
Class A-1	$	53,970,000	$	1,000,000	$	—
Class A-2	$	116,746,000	$	—	$	—
Class A-3	$	396,950,000	$	12,248,000	$	—
Class A-SB	$	72,060,000	$	—	$	—
Class X-A	$	748,588,000	$	—	$	—
Class A-M	$	95,614,000	$	—	$	—
Class B	$	43,143,000	$	—	$	—
Class C	$	32,648,000	$	—	$	—

The Underwriting Agreement provides that the obligation of each Underwriter to pay for and accept delivery of the Offered Certificates is subject to, among other things, the receipt of certain legal opinions and to the conditions, among others, that no stop order suspending the effectiveness of the Depositor’s registration statement shall be in effect, and that no proceedings for such purpose shall be pending before or threatened by the SEC.

The distribution of the Offered Certificates by the Underwriters may be effected from time to time in one or more negotiated transactions, or otherwise, at varying prices to be determined at the time of sale.  Proceeds to the Depositor from the sale of the Offered Certificates, before deducting expenses payable by the Depositor, will be approximately 114.0460% of the aggregate Certificate Balance of the Offered Certificates with a principal balance, plus accrued interest.  Each Underwriter may effect such transactions by selling its Offered Certificates to or through dealers, and such dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the Underwriter for whom they act as agent.  In connection with the sale of the Offered Certificates, each Underwriter may be deemed to have received compensation from the Depositor in the form of underwriting compensation.  Each Underwriter and any dealers that participate with such Underwriter in the distribution of the Offered Certificates may be deemed to be underwriters and any profit on the resale of the Offered Certificates positioned by them may be deemed to be underwriting discounts and commissions under the Securities Act of 1933, as amended.

The Underwriting Agreement or a separate indemnification agreement provides that the Depositor and the Mortgage Loan Sellers will indemnify the Underwriters against certain civil liabilities under the Securities Act of 1933, as amended, or contribute to payments to be made in respect thereof.

There can be no assurance that a secondary market for the Offered Certificates will develop or, if it does develop, that it will continue.  The primary source of ongoing information available to investors concerning the Offered Certificates will be the reports distributed by the Certificate Administrator discussed in this prospectus supplement under “The Pooling and Servicing Agreement—Reports to Certificateholders; Available Information.”  Except as described in this prospectus supplement under “The Pooling and Servicing Agreement—Reports to Certificateholders; Available Information,” there can be no assurance that any additional information regarding the Offered Certificates will be available through any other source.  In addition, the Depositor is not aware of any source through which price information about

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the Offered Certificates will be generally available on an ongoing basis. The limited nature of such information regarding the Offered Certificates may adversely affect the liquidity of the Offered Certificates, even if a secondary market for the Offered Certificates becomes available.

Deutsche Bank Securities Inc. is an affiliate of German American Capital Corporation, a Sponsor and Mortgage Loan Seller, and the Depositor.  Cantor Fitzgerald & Co. and CastleOak Securities, L.P. are affiliates of Cantor Commercial Real Estate Lending, L.P., a Sponsor and Mortgage Loan Seller.  See “Risk Factors—Risks Related to Conflicts of Interest—Potential Conflicts of Interest of the Underwriters and Their Affiliates” in this prospectus supplement.

Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in 3 business days, unless the parties to any such trade expressly agree otherwise.  Accordingly, purchasers who wish to trade Offered Certificates in the secondary market prior to such delivery should specify a longer settlement cycle, or should refrain from specifying a shorter settlement cycle, to the extent that failing to do so would result in a settlement date that is earlier than the date of delivery of such Offered Certificates.

A substantial portion of the net proceeds of this offering (after the payment of underwriting compensation and transaction expenses) is intended to be directed to affiliates of (i) Deutsche Bank Securities Inc., one of the Underwriters and sole bookrunning manager with respect to 75% of each Class of Offered Certificates, (ii) Cantor Fitzgerald & Co., one of the Underwriters and sole bookrunning manager with respect to 25% of each Class of Offered Certificates, and (iii) CastleOak Securities, L.P., one of the Underwriters and the co-manager.  That flow of funds will occur by means of the collective effect of the payment by the Underwriters to the Depositor of the purchase price for the Offered Certificates and (i) the payment by the Depositor to German American Capital Corporation, an affiliate of Deutsche Bank Securities Inc., in its capacity as a Sponsor, of the purchase price for the GACC Mortgage Loans and (ii) the payment by the Depositor to Cantor Commercial Real Estate Lending, L.P., an affiliate of Cantor Fitzgerald & Co. and CastleOak Securities, L.P., in its capacity as a Sponsor, of the purchase price for the CCRE Mortgage Loans.  In addition, proceeds received by Cantor Commercial Real Estate Lending, L.P. in connection with the contribution of CCRE Mortgage Loans to this securitization transaction will be applied, among other things, to reacquire certain of the financed CCRE Mortgage Loans from, and make payments to, an affiliate of Deutsche Bank Securities Inc., as the repurchase agreement counterparty.  As result of the circumstances described above, Deutsche Bank Securities Inc. and Cantor Fitzgerald & Co. have a “conflict of interest” within the meaning of Rule 5121 of the consolidated rules of The Financial Industry Regulatory Authority, Inc.  In addition, other circumstances exist that result in the Underwriters or their affiliates having conflicts of interest, notwithstanding that such circumstances may not constitute a “conflict of interest” within the meaning of such Rule 5121.  See “Risk Factors—Risks Related to Conflicts of Interest—Potential Conflicts of Interest of the Underwriters and Their Affiliates” in this prospectus supplement.

LEGAL INVESTMENT

The Offered Certificates will not constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended.  The appropriate characterization of the Offered Certificates under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase the Offered Certificates, is subject to significant interpretive uncertainties.

Except that no class of the Offered Certificates will qualify as “mortgage related securities,” no representations are made as to the proper characterization of the Offered Certificates for legal investment, financial institution regulatory, or other purposes, or as to the ability of particular investors to purchase the Offered Certificates under applicable legal investment restrictions.  Further, any ratings downgrade of any class of Offered Certificates by any NRSRO to less than an “investment grade” rating (i.e., lower than the top four rating categories) may affect the ability of an investor to purchase or retain, or the regulatory characteristics of, that class of Offered Certificates.  The uncertainties described above (and any unfavorable future determinations concerning the legal investment or financial institution

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regulatory characteristics of the Offered Certificates) may adversely affect the liquidity and market value of the Offered Certificates.  Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the Offered Certificates will constitute legal investments for them or are subject to investment, capital, regulatory or other restrictions.

See “Legal Investment” in the prospectus.

LEGAL MATTERS

The validity of the Offered Certificates and the material federal income tax consequences of investing in the Offered Certificates will be passed upon for the Depositor by Sidley Austin llp, New York, New York.  Certain legal matters with respect to the Offered Certificates will be passed upon for the Underwriters by Cadwalader, Wickersham & Taft LLP, New York, New York.

RATINGS

It is a condition to the issuance of the Offered Certificates that each Class of the Offered Certificates will receive investment grade credit ratings from three NRSROs engaged by the Depositor to rate the Offered Certificates (together, the “Rating Agencies”).

Each of the Rating Agencies will perform ratings surveillance with respect to its ratings for so long as the Offered Certificates remain outstanding. Fees for such ratings surveillance will be prepaid by the Depositor.

We are not obligated to maintain any particular rating with respect to any class of Offered Certificates.  Changes affecting the Mortgaged Properties, the Sponsors, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer or another person may have an adverse effect on the ratings of the Offered Certificates, and thus on the liquidity, market value and regulatory characteristics of the Offered Certificates, although such adverse changes would not necessarily be an event of default under the applicable Mortgage Loan.

A securities rating on mortgage pass-through certificates addresses credit risk and the likelihood of full and timely payment to the applicable certificateholders of all distributions of interest at the applicable pass-through rate on the certificates in question on each distribution date and, except in the case of interest-only certificates, the ultimate payment in full of the certificate balance of each class of certificates in question on a date that is not later than the rated final distribution date with respect to such class of certificates. A rating takes into consideration, among other things, the credit quality of the related pool of mortgage loans, structural and legal aspects associated with the certificates in question, and the extent to which the payment stream from the related pool of mortgage loans is adequate to make payments required under the certificates in question.  A securities rating on mortgage pass-through certificates does not, however, represent an assessment of the likelihood, timing or frequency of principal prepayments (whether voluntary or involuntary) on the related mortgage loans, the degree to which such payments might differ from those originally anticipated or the extent to which the related certificateholders might experience any net prepayment interest shortfalls.  The security ratings do not address the possibility that certificateholders might suffer a lower than anticipated yield.  In addition, ratings on mortgage pass-through certificates do not address the likelihood, timing or frequency of the receipt of prepayment premiums or default interest.  In general, the ratings address credit risk and not prepayment risk.

In addition, a security rating does not represent any assessment of the yield to maturity that investors may experience or whether investors might not fully recover their initial investment in the event of delinquencies or rapid prepayments of the related mortgage loans (including both voluntary and involuntary prepayments) or the application of any realized losses.  In the event that the holders of such certificates do not fully recover their investment as a result of rapid principal prepayments on the Mortgage Loans, all amounts “due” to such holders will nevertheless have been paid, and such result is

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consistent with the securities ratings assigned to such certificates.  The Notional Balance of the Class X-A Certificates may be reduced by the allocation of realized losses and prepayments, whether voluntary or involuntary.  The securities ratings do not address the timing or magnitude of reductions of such Notional Balance, but only the obligation to distribute interest timely on each such Notional Balance as so reduced from time to time.  Therefore, the securities ratings of the Class X-A Certificates should be evaluated independently from similar ratings on other types of securities.

As part of the process of obtaining ratings for the Offered Certificates, the Depositor had initial discussions with and submitted certain materials to certain NRSROs.  Based on preliminary feedback from those NRSROs at that time, the Depositor selected the Rating Agencies to rate the Offered Certificates and did not select the other NRSROs due, in part, to those NRSROs’ initial subordination levels for the various classes of Offered Certificates.  Had the Depositor selected such other NRSROs to rate the Offered Certificates, we cannot assure you as to the ratings that such other NRSROs would ultimately have assigned to the Offered Certificates.  Although unsolicited ratings may be issued by any NRSRO, an NRSRO might be more likely to issue an unsolicited rating if it was not selected after having provided preliminary feedback to the Depositor.

Furthermore, the SEC may determine that one or more of the Rating Agencies no longer qualifies as an NRSRO, or is no longer qualified to rate the Offered Certificates, and that determination may have an adverse effect on the liquidity, market value and regulatory characteristics of the Offered Certificates.  See “Risk Factors—Risks Related to the Offered Certificates—Ratings of the Offered Certificates” in this prospectus supplement.

The rating of the Offered Certificates should be evaluated independently from similar ratings on other types of securities.  A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning Rating Agency.

LEGAL ASPECTS OF MORTGAGE LOANS IN NEW YORK AND CALIFORNIA

The following discussion summarizes certain legal aspects of mortgage loans secured by real property in New York (representing approximately 21.4% of the Initial Outstanding Pool Balance (by Allocated Loan Amount)) and California (representing approximately 19.0% of the Initial Outstanding Pool Balance (by Allocated Loan Amount)), which are general in nature.  This summary does not purport to be complete and is qualified in its entirety by reference to the applicable federal and state laws governing the Mortgage Loans.

New York Law.  Mortgage loans in New York are generally secured by mortgages on the related real estate.  Foreclosure of a mortgage is usually accomplished in judicial proceedings.  After an action for foreclosure is commenced, and if the lender secures a ruling that is entitled to foreclosure ordinarily by motion for summary judgment, the court then appoints a referee to compute the amount owed together with certain costs, expenses and legal fees of the action.  The lender then moves to confirm the referee’s report and enter a final judgment of foreclosure and sale.  Public notice of the foreclosure sale, including the amount of the judgment, is given for a statutory period of time, after which the mortgaged real estate is sold by a referee at public auction.  There is no right of redemption after the foreclosure of sale.  In certain circumstances, deficiency judgments may be obtained.  Under mortgages containing a statutorily sanctioned covenant, the lender has a right to have a receiver appointed without notice and without regard to the adequacy of the mortgaged real estate as security for the amount owned.

California Law.  Mortgage loans in California are generally secured by deeds of trust on the related real estate.  Foreclosure of a deed of trust in California may be accomplished by a non-judicial trustee’s sale in accordance with the California Civil Code (as long as it is permitted under a specific provision in the deed of trust) or by judicial foreclosure in accordance with the California Code of Civil Procedure.  Public notice of either the trustee’s sale or the judgment of foreclosure is given for a statutory period of time after which the mortgaged real estate may be sold by the trustee, if foreclosed pursuant to the trustee’s power of sale, or by court appointed sheriff under a judicial foreclosure.  Following a judicial foreclosure sale, the borrower or its successor in interest may, for a period of up to one year, redeem the

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property.  California’s “security first” and “one action” rules require the lender to exhaust the security afforded under the deed of trust in a single action by foreclosure in an attempt to satisfy the full debt before bringing a personal action (if otherwise permitted) against the borrower for recovery of the debt, except in certain cases involving environmentally impaired real property where foreclosure of the real property is not required before making a claim under the environmental indemnity.  California case law has held that acts such as an offset of an unpledged account constitute violations of such statutes.  Violations of such statutes may result in the loss of some or all of the security under the loan and a loss of the ability to sue for the debt.  A sale by a trustee under a deed of trust does not constitute an “action” for purposes of the “one action rule.”  Other statutory provisions in California limit any deficiency judgment (if otherwise permitted) against the borrower following a judicial foreclosure to the amount by which the indebtedness exceeds the fair value at the time of the public sale and in no event greater than the difference between the foreclosure sale price and the amount of the indebtedness.  Further, under California law, once a property has been sold pursuant to a power-of-sale clause contained in a deed of trust, the lender is precluded from seeking a deficiency judgment from the borrower or, under certain circumstances where the proper waivers have not been obtained, guarantors.  California statutory provisions regarding assignments of rents and leases require that a lender whose loan is secured by such an assignment must exercise a remedy with respect to rents as authorized by statute in order to establish its right to receive the rents after an event of default.  Among the remedies authorized by statute is the lender’s right to have a receiver appointed under certain circumstances.

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INDEX OF DEFINED TERMS

17g-5 Information Provider	S-261	CMBS	S-113
2010 PD Amending Directive	xi	Code	S-158
2011 Wells CMS Assessment	S-125	Collection Account	S-220
2011 Wells Trust Services		Collection Period	S-171
Assessment	S-133	Companion Loan	S-138
Acceptable Insurance Default	S-74	Companion Loan Securities	S-224
Administrative Fee Rate	S-150	Consultation Termination Event	S-208
ADR	S-150	Control Eligible Certificates	S-208
Advance Rate	S-218	Control Termination Event	S-209
Advances	S-217	Controlling Class	S-208
Allocated Loan Amount	S-150	Controlling Class Certificateholder	S-208
Annual Debt Service	S-151	Controlling Class Representative	S-207
Anticipated Repayment Date	S-150	Corrected Mortgage Loan	S-249
Appraisal Reduction Amount	S-172, S-189	CPR	S-199
Appraisal Reduction Event	S-189	Creekside Release Parcel	S-160
Appraised Value	S-151	CREFC	S-256
Appraised-Out Class	S-191	CREFC Investor Reporting Package	S-258
ARD Loan	S-150	CREFC NOI Adjustment Worksheet	S-263
Article 122a	S-92	CREFC Operating Statement
Asset Status Report	S-250	Analysis Report	S-262
Assumed Final Distribution Date	S-185	Crossgates Mall Directing Holder	S-146
Assumed Scheduled Payment	S-174	Crossgates Mall Intercreditor
Authenticating Agent	S-135	Agreement	S-145
Available Funds	S-169	Crossgates Mall Loan Combination	S-145
B Loan	S-138	Crossgates Mall Mortgage Loan	S-145
Balloon Balance	S-151	Crossgates Mall Mortgaged
Balloon Loan	S-171	Property	S-145
Balloon LTV	S-152	Crossgates Mall Note A-1A
Base Interest Fraction	S-183	Securitization Date	S-145
Beds	S-153	Crossgates Mall Noteholders	S-145
B-Piece Buyer	S-87	Crossgates Mall Pari Passu
Brownfields Agreement	S-66	Companion Loans	S-145
Brownfields Notice	S-66	Crossgates Mall Pooling and
CBE	S-201	Servicing Agreement	S-145
CCRE Data Tape	S-106	Crossover Date	S-182
CCRE Deal Team	S-106	Crossroads Preferred Equity Holder	S-164
CCRE Depositor	S-112	Crossroads SPE Owner	S-164
CCRE Financing Affiliates	S-105	Current LTV	S-151
CCRE Lending	S-105	Custodian	S-132
CCRE Mortgage Loans	S-105	Cut-off Date	S-137
Certificate Administrator	S-132	Cut-off Date Balance	S-137
Certificate Balance	S-168	Cut-off Date Loan-to-Value Ratio	S-151
Certificate Owners	S-195	Cut-off Date LTV	S-151
Certificate Registrar	S-135, S-193	Cut-off Date LTV Ratio	S-151
Certificateholder	S-193	Cut-off Date U/W NCF Debt Yield	S-151
Certificates	S-167	Cut-off Date U/W NOI Debt Yield	S-151
Certifying Certificateholder	S-196	DBBM	S-113
Class	S-167	DBMS	S-113
Class V Distribution Account	S-221	DBRS	S-267
Class X-A Strip Rates	S-172	Debt Service Coverage Ratio	S-153
Class X-B Strip Rates	S-172	Default Interest	S-172
Clearstream	S-31, S-193	Default Rate	S-172
Clearstream Participants	S-195	Defaulted Mortgage Loan	S-242
Closing Date	S-120	Defeasance	S-158

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Defeasance Collateral	S-158	Interest Rate	S-151
Defeasance Loans	S-155	Interest Reserve Account	S-221
Defeasance Lock-Out Period	S-155	Interest Shortfall	S-172
Defeasance Option	S-158	Interested Person	S-243
Defeasance Period	S-155	Investor Certification	S-261
Definitive Certificate	S-193	Investor Q&A Forum	S-260
DENR	S-66	Investor Registry	S-260
Department	S-267	IO Group YM Distribution Amount	S-182
Depositaries	S-194	Issuing Entity	S-120
Depositor	S-120	KBRA	S-214
Determination Date	S-171	Land Use Plan	S-65
Directing Holder	S-207	Leased Fee	S-151
Disclosable Special Servicer Fees	S-255	Liquidation Fee	S-252
Discount Rate	S-156	Liquidation Proceeds	S-252
Distribution Account	S-221	Loan Combination	S-138
Distribution Date	S-169	Loan-Specific Directing Holder	S-207
Distribution Date Statement	S-256	Loan-to-Value Ratio	S-151
DMARC	S-113	Lock-Out Period	S-155
DSCP	S-66	Loss of Value Payment	S-229
DSCR	S-108, S-153	Lower-Tier Distribution Account	S-221
DTC	S-31	Lower-Tier Regular Interests	S-264
Due Date	S-139	Lower-Tier REMIC	S-264
Eligible Operating Advisor	S-214	LTV	S-108
EPGMD	S-65	LTV Ratio	S-151
ERISA	S-266	LTV Ratio at Maturity or ARD	S-152
Euroclear	S-31	Major Decision	S-205
Euroclear Participants	S-195	Master Servicer	S-122
Excess Interest	S-150	Master Servicer Prepayment
Excess Liquidation Proceeds	S-241	Interest Shortfall Amount	S-188
Excess Liquidation Proceeds		Master Servicer Remittance Date	S-216
Account	S-221	Master Servicing Fee	S-247
Exchange Act	S-120	Master Servicing Fee Rate	S-247
Exemption	S-267	Material Breach	S-228
FDEP	S-66	Material Document Defect	S-228
FDIC	S-121	Maturity Date LTV	S-152
Final Asset Status Report	S-212	Midland	S-125
Financial Promotion Order	x	Modeling Assumptions	S-199
Fitch	S-267	Modification Fees	S-254
Form 8-K	S-167	Modified Mortgage Loan	S-192
FPO Persons	x	Monthly Payment	S-170
FSMA	x	Moody’s	S-267
GAAP	S-149	Morningstar	S-123
GACC	S-113	Mortgage	S-139
GACC Data Tape	S-114	Mortgage Loan Documents	S-227
GACC Deal Team	S-114	Mortgage Loan Purchase
GACC Mortgage Loans	S-114	Agreement	S-141
GLA	S-151	Mortgage Loan Purchase
Grantor Trust	S-264	Agreements	S-227
Holders	S-196	Mortgage Loan Sellers	S-141
IDOT	S-139	Mortgage Loans	S-137
Indirect Participants	S-194	Mortgage Pool	S-137
Initial Outstanding Pool Balance	S-137	Mortgage Rate	S-173
Initial Rate	S-150	Mortgaged Properties	S-137
Interest Accrual Amount	S-172	Mortgaged Property	S-137
Interest Accrual Period	S-172	MSA	S-152
Interest Payment Differential	S-156	NAMP	S-65

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Net Default Interest	S-171	Prime Rate	S-218
Net Mortgage Pass-Through Rate	S-173	Principal Distribution Amount	S-174
Net Operating Income	S-152	Principal Prepayments	S-171
Net Prepayment Interest Excess	S-188	Private Certificates	S-167
Net Prepayment Interest Shortfall	S-188	Privileged Information	S-212
Net REO Proceeds	S-171	Privileged Information Exception	S-212
No Downgrade Confirmation	S-238	Privileged Person	S-261
NOI	S-152	Promotion of Collective Investment
NOI Date	S-152	Schemes Exemptions Order	x
Nonrecoverable Advance	S-219	Property Advances	S-217
Non-Reduced Certificates	S-129	Prospectus Directive	xi
Non-Serviced Loan Combinations	S-138	Qualified Affiliate	S-231
Non-Serviced Mortgage Loans	S-138	Qualified Substitute Mortgage Loan	S-229
Non-Serviced Pari Passu		Rating Agencies	S-271
Companion Loans	S-138	REA	S-49
Note	S-139	Realized Loss	S-186
Notional Balance	S-168	Record Date	S-169
NRA	S-152	Regular Certificates	S-167, S-264
NRSRO Certification	S-261	Related Proceeds	S-218
NRSROs	S-239	Release Date	S-158
NYSDEC	S-66	Relevant Implementation Date	xi
Occupancy	S-152	Relevant Member State	xi
Occupancy As-of Date	S-152	Relevant Persons	x
Offered Certificateholder	S-265	REMIC	S-264
Offered Certificates	S-167	REMIC Regulations	S-264
Offsetting Modification Fees	S-254	Removed Mortgage Loan	S-228
OID Regulations	S-265	REO Account	S-167
Operating Advisor	S-135	REO Loan	S-175
Operating Advisor Consulting Fee	S-215	REO Property	S-167
Operating Advisor Fee	S-215	REO Tax	S-240
Operating Advisor Fee Rate	S-215	Replacement Mortgage Loan	S-228
Operating Advisor Standard	S-212	Repurchase Price	S-228
Operating Advisor Termination		Requesting Holders	S-191
Event	S-213	Requesting Party	S-237
P&I Advance	S-216	Reserve Accounts	S-140
Pari Passu Loan Primary Servicing		Residual Certificates	S-167
Fee Rate	S-173	Restricted Group	S-268
Participants	S-193	Restricted Party	S-212
Pass-Through Rate	S-172	Revised Rate	S-150
Paying Agent	S-135	RevPar	S-152
PCIS Persons	x	RiverTown Crossings Mall
Pentalpha Surveillance	S-135	Intercreditor Agreement	S-148
Percentage Interest	S-169	RiverTown Crossings Mall Loan
Permitted Encumbrances	S-140	Combination	S-147
Permitted Special Servicer/Affiliate		RiverTown Crossings Mall Mortgage
Fees	S-255	Loan	S-147
Plan	S-267	RiverTown Crossings Mall Non-
Planned Principal Balance	S-182	Controlling Note Holder	S-148
PML	S-110	RiverTown Crossings Mall Pari
Pooling and Servicing Agreement	S-202	Passu Companion Loan	S-147
Prepayment Assumption	S-266	RiverTown Crossings Mall Pooling
Prepayment Interest Excess	S-187	and Servicing Agreement	S-147
Prepayment Interest Shortfall	S-187	Rooms	S-153
Prepayment Premium	S-157	Rule 17g-5	S-235
Prepayment Premium Lock-Out		Rules	S-194
Period	S-155	S&P	S-267

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SEC	viii	U.S. Bank	S-129
SEL	S-110	U.S. Obligations	S-157
Sequential Pay Certificate	S-168	U/W EGI	S-154
Sequential Pay Certificates	S-168	U/W NCF	S-152
Serviced Companion Loan	S-138	U/W NCF DSCR	S-153
Serviced Loan Combination	S-138	U/W NOI	S-153
Serviced Pari Passu Companion		U/W NOI Debt Yield	S-151
Loan	S-139	U/W NOI DSCR	S-154
Serviced REO Loan	S-175	U/W Revenue	S-154
Serviced REO Property	S-167	Underwriters	S-120, S-269
Servicer Termination Events	S-231	Underwriting Agreement	S-268
Servicing Compensation	S-247	Underwritten NCF	S-152
Servicing Fee	S-247	Underwritten NCF Debt Yield	S-151
Servicing Fee Rate	S-247	Underwritten NCF DSCR	S-153
Servicing Standard	S-204	Underwritten Net Cash Flow	S-152
Servicing Transfer Event	S-249	Underwritten Net Operating Income	S-153
SF	S-152	Underwritten NOI	S-153
Similar Law	S-266	Underwritten NOI Debt Yield	S-151
Small Loan Appraisal Estimate	S-190	Underwritten NOI DSCR	S-154
Special Servicer	S-125	Units	S-153
Special Servicing Fee	S-251	Unliquidated Advance	S-220
Specially Serviced Loan	S-248	Unscheduled Payments	S-171
Sponsors	S-141	Updated Appraisal	S-190
Sq. Ft.	S-152	Upper-Tier Distribution Account	S-221
Square Feet	S-152	Upper-Tier REMIC	S-264
Stated Principal Balance	S-187	USTs	S-65
Subordinate Certificates	S-188	Voting Rights	S-239
Sub-Servicing Entity	S-233	Wachovia	S-122
T-12	S-152	Weighted Average Net Mortgage
Term to Maturity	S-152	Pass-Through Rate	S-173
Terms and Conditions	S-195	Wells Fargo	S-122
TIA	S-235	Wells Fargo Bank	S-132
TIA Applicability Determination	S-236	Withheld Amounts	S-221
TRIPRA	S-75	Workout Fee	S-251
Trust REMIC	S-28	Workout-Delayed Reimbursement
Trust REMICs	S-264	Amount	S-219
Trustee	S-129	Yield Maintenance Charge	S-156
Trustee/Certificate Administrator		Yield Maintenance Lock-Out Period	S-155
Fee	S-134	Yield Maintenance Period	S-156
Trustee/Certificate Administrator
Fee Rate	S-135

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ANNEX A-1

CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

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COMM 2012-CCRE1
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of		Mortgage	Mortgage		Cut-off		General	Detailed			Interest	Original	Remaining	Original
			Initial Pool	# of	Loan	Loan	Original	Date	Maturity	Property	Property	Interest	Administrative	Accrual	Term to	Term to	Amortization
Property Flag	ID	Property Name	Balance	Properties	Originator (1)	Seller (2)	Balance($)(2)(3)	Balance($)(2)(3)	or ARD Balance($)	Type	Type	Rate (4)	Fee Rate (5)	Basis	Maturity or ARD	Maturity or ARD	Term
Loan	1	Crossgates Mall (24)	12.9%	1	GACC	GACC	120,000,000	120,000,000	99,924,748	Retail	Super Regional Mall	5.3980%	0.0149%	Actual/360	120	120	360
Loan	2	RiverTown Crossings Mall (24)(25)	5.9%	1	CF	CCRE	56,000,000	55,312,057	46,743,785	Retail	Super Regional Mall	5.1883%	0.0849%	Actual/360	120	109	360
Loan	3	Creekside Plaza	5.9%	1	GACC	GACC	55,000,000	55,000,000	50,679,055	Office	Suburban	4.9400%	0.0471%	Actual/360	120	120	360
Loan	4	Tek Park Business Center	4.8%	1	GACC	GACC	45,000,000	44,956,137	42,156,644	Office	Data Center	6.1100%	0.0471%	Actual/360	60	59	360
Loan	5	Westgate Shopping Center	4.3%	1	CCRE	CCRE	40,372,750	40,372,750	40,372,750	Retail	Anchored	4.9355%	0.0471%	Actual/360	120	118	0
Loan	6	Bradley Arlington	4.3%	1	CCRE	CCRE	40,000,000	40,000,000	35,228,942	Mixed Use	Office/Retail	5.7250%	0.0471%	Actual/360	120	119	360
Loan	7	New Hope Commons	3.7%	1	CCRE	CCRE	35,000,000	34,919,760	28,728,527	Retail	Anchored	4.9495%	0.0471%	Actual/360	120	118	360
Loan	8	10912 & 10950 Washington Boulevard	3.2%	1	CCRE	CCRE	30,000,000	29,936,320	24,917,234	Office	Suburban	5.3160%	0.0471%	Actual/360	120	118	360
Loan	9	Crossroads Towne Center	3.2%	1	CCRE	CCRE	29,500,000	29,500,000	24,962,886	Retail	Anchored	5.9245%	0.0971%	Actual/360	120	120	360
Loan	10	U-Haul Portfolio SAC 23	2.8%	11	GACC	GACC	26,590,000	26,563,777	22,581,327	Self Storage	Self Storage	6.0490%	0.0471%	Actual/360	120	119	360
Property	10.01	U-Haul Center Addison	0.6%	1	GACC	GACC	5,706,816	5,701,188		Self Storage	Self Storage
Property	10.02	U-Haul Bricktown	0.3%	1	GACC	GACC	3,135,613	3,132,521		Self Storage	Self Storage
Property	10.03	U-Haul Center Coram	0.3%	1	GACC	GACC	2,996,253	2,993,298		Self Storage	Self Storage
Property	10.04	U-Haul Court Pulaski Highway	0.3%	1	GACC	GACC	2,717,531	2,714,851		Self Storage	Self Storage
Property	10.05	U-Haul Court Gentilly	0.3%	1	GACC	GACC	2,647,851	2,645,240		Self Storage	Self Storage
Property	10.06	U-Haul Kanis Road	0.2%	1	GACC	GACC	2,229,769	2,227,570		Self Storage	Self Storage
Property	10.07	U-Haul of Florin Road	0.2%	1	GACC	GACC	1,686,263	1,684,600		Self Storage	Self Storage
Property	10.08	U-Haul Rapid City	0.2%	1	GACC	GACC	1,588,711	1,587,144		Self Storage	Self Storage
Property	10.09	U-Haul Naco-Perrin	0.2%	1	GACC	GACC	1,498,126	1,496,649		Self Storage	Self Storage
Property	10.10	U-Haul Center Hazelwood	0.1%	1	GACC	GACC	1,337,862	1,336,542		Self Storage	Self Storage
Property	10.11	U-Haul Center 19th & Bell	0.1%	1	GACC	GACC	1,045,204	1,044,174		Self Storage	Self Storage
Loan	11	251-259 West 36th Street	2.8%	1	CCRE	CCRE	26,000,000	26,000,000	24,021,142	Office	CBD	5.1170%	0.0471%	Actual/360	60	60	360
Loan	12	Silver City Plaza	2.8%	1	CCRE	CCRE	25,825,000	25,796,546	21,548,191	Retail	Anchored	5.4650%	0.0471%	Actual/360	120	119	360
Loan	13	River Oaks West Apartments (26)	2.6%	1	CCRE	CCRE	24,600,000	24,600,000	20,258,456	Multifamily	Garden	5.0505%	0.0371%	Actual/360	120	120	360
Loan	14	U-Haul Portfolio SAC 22	2.6%	10	GACC	GACC	24,200,000	24,176,366	20,582,281	Self Storage	Self Storage	6.1000%	0.0471%	Actual/360	120	119	360
Property	14.01	U-Haul Center of Manassas Park	0.5%	1	GACC	GACC	4,619,523	4,615,011		Self Storage	Self Storage
Property	14.02	U-Haul Coon Rapids	0.4%	1	GACC	GACC	3,779,610	3,775,918		Self Storage	Self Storage
Property	14.03	U-Haul Moving & Storage of South Fort Worth	0.4%	1	GACC	GACC	3,324,657	3,321,410		Self Storage	Self Storage
Property	14.04	U-Haul Center Route 295	0.3%	1	GACC	GACC	3,009,689	3,006,750		Self Storage	Self Storage
Property	14.05	U-Haul Causeway Boulevard	0.3%	1	GACC	GACC	2,519,740	2,517,279		Self Storage	Self Storage
Property	14.06	U-Haul State Avenue	0.2%	1	GACC	GACC	2,169,776	2,167,657		Self Storage	Self Storage
Property	14.07	U-Haul West Ina Road	0.2%	1	GACC	GACC	1,749,819	1,748,110		Self Storage	Self Storage
Property	14.08	U-Haul Moving & Storage at Automall	0.1%	1	GACC	GACC	1,189,877	1,188,715		Self Storage	Self Storage
Property	14.09	U-Haul Moving & Storage of Springfield	0.1%	1	GACC	GACC	1,154,881	1,153,753		Self Storage	Self Storage
Property	14.10	U-Haul Moving & Storage at Jolly & Cedar	0.1%	1	GACC	GACC	682,430	681,763		Self Storage	Self Storage
Loan	15	Cahuenga Mixed Use	2.5%	1	CCRE	CCRE	23,500,000	23,425,633	19,764,019	Mixed Use	Office/Retail/Multifamily	5.7225%	0.0471%	Actual/360	120	117	360
Loan	16	Harbour Towne	2.5%	1	CCRE	CCRE	23,000,000	23,000,000	13,242,500	Mixed Use	Marina/Office/Warehouse	5.5305%	0.0471%	Actual/360	120	120	216
Loan	17	Ocean City Quality Inn Portfolio	2.4%	2	GACC	GACC	22,000,000	22,000,000	16,546,972	Hospitality	Various	5.1630%	0.0471%	Actual/360	120	120	300
Property	17.01	Quality Inn Boardwalk	1.7%	1	GACC	GACC	15,468,750	15,468,750		Hospitality	Limited Service
Property	17.02	Quality Inn Oceanfront	0.7%	1	GACC	GACC	6,531,250	6,531,250		Hospitality	Full Service
Loan	18	Stone Creek Towne Center	2.1%	1	CCRE	CCRE	19,800,000	19,800,000	18,273,218	Retail	Anchored	5.0435%	0.0471%	Actual/360	120	118	360
Loan	19	Crowne Plaza Kansas City	1.7%	1	CCRE	CCRE	16,000,000	15,954,546	12,289,881	Hospitality	Full Service	5.7595%	0.0471%	Actual/360	120	118	300
Loan	20	NC Industrial Portfolio	1.5%	2	CCRE	CCRE	14,000,000	13,971,732	11,713,067	Industrial	Warehouse/Distribution	5.5490%	0.0471%	Actual/360	120	118	360
Property	20.01	501 Black Satchel Drive	1.0%	1	CCRE	CCRE	8,909,091	8,891,102		Industrial	Warehouse/Distribution
Property	20.02	2900 Northwest Boulevard	0.5%	1	CCRE	CCRE	5,090,909	5,080,630		Industrial	Warehouse/Distribution
Loan	21	Kelly Square	1.5%	1	CCRE	CCRE	13,800,000	13,800,000	11,472,745	Office	Suburban	5.3465%	0.0471%	Actual/360	120	120	360
Loan	22	Claremont Corporate Center	1.5%	1	CCRE	CCRE	13,600,000	13,600,000	11,542,606	Office	Suburban	5.1820%	0.0871%	Actual/360	120	120	360
Loan	23	Heald Colleges Portfolio	1.4%	2	GACC	GACC	13,000,000	13,000,000	9,789,020	Office	Suburban	5.1950%	0.0471%	Actual/360	120	120	300
Property	23.01	Heald College Milpitas	1.0%	1	GACC	GACC	9,100,000	9,100,000		Office	Suburban
Property	23.02	Heald College Stockton	0.4%	1	GACC	GACC	3,900,000	3,900,000		Office	Suburban
Loan	24	Philadelphia Square	1.4%	1	CCRE	CCRE	12,600,000	12,600,000	10,476,271	Multifamily	Student Housing	5.3500%	0.0571%	Actual/360	120	120	360
Loan	25	Citizen News Building	1.1%	1	CCRE	CCRE	9,985,000	9,958,307	9,414,196	Office	CBD	6.6045%	0.0471%	Actual/360	60	57	360
Loan	26	1460 Macombs Road	1.1%	1	CCRE	CCRE	9,800,000	9,800,000	9,224,885	Multifamily	Mid-Rise	5.1760%	0.0471%	Actual/360	60	57	360
Loan	27	HIE San Luis Obispo	1.0%	1	GACC	GACC	9,750,000	9,739,626	8,181,870	Hospitality	Limited Service	5.6500%	0.0471%	Actual/360	120	119	360
Loan	28	Soundview & Rosedale Avenue	1.0%	1	CCRE	CCRE	9,700,000	9,700,000	7,578,703	Retail	Anchored	5.0900%	0.0471%	Actual/360	120	119	300
Loan	29	Arts District Hyattsville	1.0%	1	CCRE	CCRE	9,000,000	8,989,597	7,449,007	Retail	Unanchored	5.2085%	0.0471%	Actual/360	120	119	360
Loan	30	Sommerset Suites	0.9%	1	GACC	GACC	8,400,000	8,391,062	7,048,995	Hospitality	Limited Service	5.6500%	0.0471%	Actual/360	120	119	360
Loan	31	The Abby	0.9%	1	CCRE	CCRE	8,250,000	8,250,000	6,837,650	Retail	Anchored	5.2495%	0.0671%	Actual/360	120	120	360
Loan	32	Best Western Plus Half Moon Bay	0.8%	1	GACC	GACC	7,850,000	7,841,647	6,587,454	Hospitality	Limited Service	5.6500%	0.0471%	Actual/360	120	119	360
Loan	33	Town East Tower	0.8%	1	CCRE	CCRE	7,750,000	7,725,091	6,501,585	Office	CBD	5.6400%	0.0471%	Actual/360	120	117	360
Loan	34	Park Place at Palm Bluffs	0.8%	1	CCRE	CCRE	7,500,000	7,500,000	6,289,891	Retail	Unanchored	5.6275%	0.0871%	Actual/360	120	120	360
Loan	35	Granada Plaza	0.8%	1	CCRE	CCRE	7,400,000	7,400,000	6,074,720	Retail	Unanchored	4.9535%	0.0471%	Actual/360	120	120	360
Loan	36	Van Buren Plaza	0.8%	1	CCRE	CCRE	7,285,000	7,285,000	6,409,753	Retail	Unanchored	5.6900%	0.0471%	Actual/360	120	116	360
Loan	37	Nona Commons	0.8%	1	CCRE	CCRE	7,250,000	7,234,283	6,002,636	Retail	Shadow Anchored	5.2165%	0.0471%	Actual/360	120	118	360
Loan	38	1230 Teller Avenue	0.7%	1	CCRE	CCRE	7,000,000	6,968,623	6,479,427	Multifamily	Mid-Rise	5.2375%	0.0471%	Actual/360	60	56	360
Loan	39	2765 Kingsbridge Terrace	0.7%	1	CCRE	CCRE	6,525,000	6,525,000	6,137,272	Multifamily	Mid-Rise	5.1000%	0.0471%	Actual/360	60	58	360
Loan	40	Wesleyan Station	0.7%	1	CCRE	CCRE	6,100,000	6,100,000	5,329,717	Retail	Anchored	5.3900%	0.0671%	Actual/360	120	119	360
Loan	41	Centerville Shopping Center	0.6%	1	CCRE	CCRE	6,000,000	6,000,000	5,111,121	Retail	Anchored	5.3120%	0.0471%	Actual/360	120	118	360
Loan	42	Bridge Center	0.6%	1	CCRE	CCRE	5,350,000	5,331,815	4,446,737	Retail	Unanchored	5.3410%	0.0471%	Actual/360	120	117	360
Loan	43	2012-2018 Broadway	0.5%	1	CCRE	CCRE	5,000,000	5,000,000	4,070,960	Retail	Unanchored	4.7065%	0.0471%	Actual/360	120	120	360
Loan	44	2264 Creston Avenue	0.5%	1	CCRE	CCRE	5,000,000	5,000,000	4,700,444	Multifamily	Mid-Rise	5.0580%	0.0471%	Actual/360	60	59	360
Loan	45	Breckenridge Apartments	0.5%	1	CCRE	CCRE	5,000,000	4,983,428	4,644,019	Multifamily	Garden	5.4760%	0.0471%	Actual/360	60	57	360
Loan	46	2773-2779 Briggs Avenue	0.5%	1	CCRE	CCRE	4,550,000	4,550,000	3,852,716	Multifamily	Mid-Rise	5.1000%	0.0471%	Actual/360	120	118	360
Loan	47	Oaklee Plaza	0.5%	1	CCRE	CCRE	4,400,000	4,395,448	3,708,985	Retail	Shadow Anchored	5.7985%	0.0471%	Actual/360	120	119	360
Loan	48	Candlewood Suites Augusta	0.4%	1	CCRE	CCRE	4,125,000	4,091,416	2,745,982	Hospitality	Limited Service	6.4000%	0.0471%	Actual/360	120	116	240
Loan	49	Buffalo Storage	0.4%	1	CCRE	CCRE	3,820,000	3,816,017	3,216,000	Self Storage	Self Storage	5.7565%	0.0471%	Actual/360	120	119	360
Loan	50	Best Western Carlyle Inn	0.3%	1	GACC	GACC	3,200,000	3,196,595	2,685,331	Hospitality	Limited Service	5.6500%	0.0471%	Actual/360	120	119	360
Loan	51	Walgreens Ft. Lauderdale	0.3%	1	CCRE	CCRE	3,200,000	3,193,725	2,688,342	Retail	Single Tenant	5.6835%	0.0471%	Actual/360	120	118	360
Loan	52	East West Crossroads	0.2%	1	CCRE	CCRE	2,160,000	2,160,000	2,015,831	Retail	Shadow Anchored	5.8235%	0.0471%	Actual/360	60	60	360
Loan	53	116 Henwood Place	0.2%	1	CCRE	CCRE	1,815,000	1,815,000	1,705,114	Multifamily	Mid-Rise	5.0080%	0.0471%	Actual/360	60	57	360
Loan	54	2390 Creston Avenue	0.2%	1	CCRE	CCRE	1,600,000	1,592,846	1,481,284	Multifamily	Mid-Rise	5.2500%	0.0471%	Actual/360	60	56	360

A-1-1

COMM 2012-CCRE1

ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

% of

Remaining

First

Annual

Monthly

Remaining

Crossed

Initial Pool

Amortization

Payment

Maturity

ARD Loan

Final

Debt

Debt

Interest Only

Cash

With

Related

Underwritten

Underwritten

Grace

Property Flag

ID

Property Name

Balance

Term

Date

or ARD Date

(Yes/No) (4)

Maturity Date (4)

Service($)(6)

Service($)(6)

Period

Lockbox (7)

Management (8)

Other Loans

Borrower

NOI DSCR (6)(9)

NCF DSCR (6)(9)

Period (10)

Loan

1

Crossgates Mall (24)

12.9%

360

06/06/2012

05/06/2022

No

05/06/2022

8,084,246

673,687

Hard

In Place

No

1.41x

1.35x

0

Loan

2

RiverTown Crossings Mall (24)(25)

5.9%

349

07/06/2011

06/06/2021

No

06/06/2021

3,639,088

303,257

Hard

In Place

No

1.77x

1.69x

0

Loan

3

Creekside Plaza

5.9%

360

06/06/2012

05/06/2022

No

05/06/2022

3,518,860

293,238

60

Springing Hard

Springing

No

1.76x

1.69x

0

Loan

4

Tek Park Business Center

4.8%

359

05/06/2012

04/06/2017

No

04/06/2017

3,275,861

272,988

Hard

In Place

No

1.82x

1.67x

0

Loan

5

Westgate Shopping Center

4.3%

0

04/11/2012

03/11/2022

No

03/11/2022

2,020,272

168,356

118

Springing Hard

Springing

No

Yes - A

2.22x

2.10x

0

Loan

6

Bradley Arlington

4.3%

360

05/11/2012

04/11/2022

No

04/11/2022

2,793,531

232,794

23

Hard

In Place

No

1.46x

1.39x

0

Loan

7

New Hope Commons

3.7%

358

04/11/2012

03/11/2022

No

03/11/2022

2,241,706

186,809

Springing Hard

Springing

No

1.93x

1.82x

0

Loan

8

10912 & 10950 Washington Boulevard

3.2%

358

04/09/2012

03/11/2022

No

03/11/2022

2,002,675

166,890

Hard

Springing

No

1.74x

1.62x

2

Loan

9

Crossroads Towne Center

3.2%

360

06/11/2012

05/11/2022

No

05/11/2022

2,105,256

175,438

Hard

Springing

No

1.43x

1.35x

0

Loan

10

U-Haul Portfolio SAC 23

2.8%

359

05/06/2012

04/06/2022

Yes

04/06/2032

1,923,109

160,259

Soft

In Place

No

Yes - B

1.67x

1.60x

0

Property

10.01

U-Haul Center Addison

0.6%

Property

10.02

U-Haul Bricktown

0.3%

Property

10.03

U-Haul Center Coram

0.3%

Property

10.04

U-Haul Court Pulaski Highway

0.3%

Property

10.05

U-Haul Court Gentilly

0.3%

Property

10.06

U-Haul Kanis Road

0.2%

Property

10.07

U-Haul of Florin Road

0.2%

Property

10.08

U-Haul Rapid City

0.2%

Property

10.09

U-Haul Naco-Perrin

0.2%

Property

10.10

U-Haul Center Hazelwood

0.1%

Property

10.11

U-Haul Center 19th & Bell

0.1%

Loan

11

251-259 West 36th Street

2.8%

360

06/11/2012

05/11/2017

No

05/11/2017

1,697,264

141,439

Soft

Springing

No

1.44x

1.40x

0

Loan

12

Silver City Plaza

2.8%

359

05/09/2012

04/11/2022

No

04/11/2022

1,752,779

146,065

Hard

Springing

No

1.45x

1.43x

2

Loan

13

River Oaks West Apartments (26)

2.6%

360

06/11/2012

05/11/2022

No

05/11/2022

1,593,821

132,818

Soft

Springing

No

1.83x

1.75x

0

Loan

14

U-Haul Portfolio SAC 22

2.6%

359

05/06/2012

04/06/2022

Yes

04/06/2032

1,759,809

146,651

Soft

In Place

No

Yes - B

1.73x

1.66x

0

Property

14.01

U-Haul Center of Manassas Park

0.5%

Property

14.02

U-Haul Coon Rapids

0.4%

Property

14.03

U-Haul Moving & Storage of South Fort Worth

0.4%

Property

14.04

U-Haul Center Route 295

0.3%

Property

14.05

U-Haul Causeway Boulevard

0.3%

Property

14.06

U-Haul State Avenue

0.2%

Property

14.07

U-Haul West Ina Road

0.2%

Property

14.08

U-Haul Moving & Storage at Automall

0.1%

Property

14.09

U-Haul Moving & Storage of Springfield

0.1%

Property

14.10

U-Haul Moving & Storage at Jolly & Cedar

0.1%

Loan

15

Cahuenga Mixed Use

2.5%

357

03/11/2012

02/11/2022

No

02/11/2022

1,640,752

136,729

Soft

Springing

No

1.61x

1.54x

0

Loan

16

Harbour Towne

2.5%

216

06/11/2012

05/11/2022

No

05/11/2022

2,020,317

168,360

Springing Hard

Springing

No

1.39x

1.28x

0

Loan

17

Ocean City Quality Inn Portfolio

2.4%

300

06/06/2012

05/06/2022

No

05/06/2022

1,568,493

130,708

Hard

Springing

No

2.02x

1.78x

0

Property

17.01

Quality Inn Boardwalk

1.7%

Property

17.02

Quality Inn Oceanfront

0.7%

Loan

18

Stone Creek Towne Center

2.1%

360

04/11/2012

03/11/2022

No

03/11/2022

1,281,812

106,818

58

Springing Hard

Springing

No

Yes - A

2.13x

1.99x

0

Loan

19

Crowne Plaza Kansas City

1.7%

298

04/11/2012

03/11/2022

No

03/11/2022

1,208,987

100,749

Hard

Springing

No

2.24x

1.86x

0

Loan

20

NC Industrial Portfolio

1.5%

358

04/11/2012

03/11/2022

No

03/11/2022

959,057

79,921

Hard

Springing

No

1.49x

1.32x

0

Property

20.01

501 Black Satchel Drive

1.0%

Property

20.02

2900 Northwest Boulevard

0.5%

Loan

21

Kelly Square

1.5%

360

06/11/2012

05/11/2022

No

05/11/2022

924,372

77,031

Soft

Springing

No

1.52x

1.42x

0

Loan

22

Claremont Corporate Center

1.5%

360

06/11/2012

05/11/2022

No

05/11/2022

894,335

74,528

12

Hard

In Place

No

1.44x

1.38x

0

Loan

23

Heald Colleges Portfolio

1.4%

300

06/06/2012

05/06/2022

No

05/06/2022

929,771

77,481

Hard

Springing

No

1.34x

1.23x

0

Property

23.01

Heald College Milpitas

1.0%

Property

23.02

Heald College Stockton

0.4%

Loan

24

Philadelphia Square

1.4%

360

06/11/2012

05/11/2022

No

05/11/2022

844,322

70,360

Soft

In Place

No

1.59x

1.55x

0

Loan

25

Citizen News Building

1.1%

357

03/11/2012

02/11/2017

No

02/11/2017

765,597

63,800

Hard

Springing

No

1.22x

1.14x

0

Loan

26

1460 Macombs Road

1.1%

360

03/11/2012

02/11/2017

No

02/11/2017

644,012

53,668

9

Springing Hard

Springing

No

Yes - C

1.37x

1.32x

0

Loan

27

HIE San Luis Obispo

1.0%

359

05/06/2012

04/06/2022

No

04/06/2022

675,366

56,280

Hard

In Place

No

Yes - D

2.08x

1.87x

0

Loan

28

Soundview & Rosedale Avenue

1.0%

300

05/11/2012

04/11/2022

No

04/11/2022

686,580

57,215

11

Springing Hard

Springing

No

1.68x

1.62x

0

Loan

29

Arts District Hyattsville

1.0%

359

05/11/2012

04/11/2022

No

04/11/2022

593,607

49,467

Hard

In Place

No

1.79x

1.71x

0

Loan

30

Sommerset Suites

0.9%

359

05/06/2012

04/06/2022

No

04/06/2022

581,854

48,488

Hard

In Place

No

Yes - D

1.94x

1.74x

0

Loan

31

The Abby

0.9%

360

06/11/2012

05/11/2022

No

05/11/2022

546,651

45,554

Hard

Springing

No

1.57x

1.49x

0

Loan

32

Best Western Plus Half Moon Bay

0.8%

359

05/06/2012

04/06/2022

No

04/06/2022

543,756

45,313

Hard

In Place

No

Yes - D

2.05x

1.82x

0

Loan

33

Town East Tower

0.8%

357

03/11/2012

02/11/2022

No

02/11/2022

536,241

44,687

Hard

Springing

No

1.89x

1.69x

0

Loan

34

Park Place at Palm Bluffs

0.8%

360

06/11/2012

05/11/2022

No

05/11/2022

518,233

43,186

Hard

Springing

No

1.71x

1.62x

0

Loan

35

Granada Plaza

0.8%

360

06/11/2012

05/11/2022

No

05/11/2022

474,177

39,515

Hard

Springing

No

2.15x

1.92x

0

Loan

36

Van Buren Plaza

0.8%

360

02/11/2012

01/11/2022

No

01/11/2022

506,832

42,236

20

Soft

In Place

No

2.31x

2.16x

0

Loan

37

Nona Commons

0.8%

358

04/11/2012

03/11/2022

No

03/11/2022

478,614

39,884

Soft

Springing

No

2.33x

2.22x

0

Loan

38

1230 Teller Avenue

0.7%

356

02/11/2012

01/11/2017

No

01/11/2017

463,201

38,600

Springing Hard

Springing

No

Yes - E

1.37x

1.33x

0

Loan

39

2765 Kingsbridge Terrace

0.7%

360

04/11/2012

03/11/2017

No

03/11/2017

425,130

35,427

10

Springing Hard

Springing

No

Yes - C

1.36x

1.31x

0

Loan

40

Wesleyan Station

0.7%

360

05/11/2012

04/11/2022

No

04/11/2022

410,584

34,215

23

Hard

Springing

No

1.82x

1.67x

0

Loan

41

Centerville Shopping Center

0.6%

360

04/11/2012

03/11/2022

No

03/11/2022

400,356

33,363

10

Hard

Springing

No

1.49x

1.37x

0

Loan

42

Bridge Center

0.6%

357

03/11/2012

02/11/2022

No

02/11/2022

358,142

29,845

Hard

In Place

No

1.86x

1.65x

0

Loan

43

2012-2018 Broadway

0.5%

360

06/11/2012

05/11/2022

No

05/11/2022

311,417

25,951

Springing Soft

Springing

No

2.27x

2.17x

0

Loan

44

2264 Creston Avenue

0.5%

360

05/11/2012

04/11/2017

No

04/11/2017

324,223

27,019

11

Springing Hard

Springing

No

Yes - C

1.43x

1.38x

0

Loan

45

Breckenridge Apartments

0.5%

357

03/11/2012

02/11/2017

No

02/11/2017

339,771

28,314

Springing Soft

Springing

No

2.71x

2.52x

0

Loan

46

2773-2779 Briggs Avenue

0.5%

360

04/11/2012

03/11/2022

No

03/11/2022

296,451

24,704

10

Springing Hard

Springing

No

Yes - E

1.36x

1.32x

0

Loan

47

Oaklee Plaza

0.5%

359

05/11/2012

04/11/2022

No

04/11/2022

309,755

25,813

Hard

Springing

No

1.58x

1.45x

0

Loan

48

Candlewood Suites Augusta

0.4%

236

02/11/2012

01/11/2022

No

01/11/2022

366,150

30,513

Hard

In Place

No

2.22x

1.98x

0

Loan

49

Buffalo Storage

0.4%

359

05/11/2012

04/11/2022

No

04/11/2022

267,699

22,308

Soft

Springing

No

1.67x

1.63x

0

Loan

50

Best Western Carlyle Inn

0.3%

359

05/06/2012

04/06/2022

No

04/06/2022

221,659

18,472

Hard

In Place

No

Yes - D

2.80x

2.51x

0

Loan

51

Walgreens Ft. Lauderdale

0.3%

358

04/11/2012

03/11/2022

No

03/11/2022

222,472

18,539

Hard

In Place

No

1.47x

1.46x

0

Loan

52

East West Crossroads

0.2%

360

06/11/2012

05/11/2017

No

05/11/2017

152,475

12,706

Springing Hard

Springing

No

2.38x

2.18x

0

Loan

53

116 Henwood Place

0.2%

360

03/11/2012

02/11/2017

No

02/11/2017

117,026

9,752

9

Springing Hard

Springing

No

Yes - C

1.35x

1.26x

0

Loan

54

2390 Creston Avenue

0.2%

356

02/11/2012

01/11/2017

No

01/11/2017

106,023

8,835

Springing Hard

Springing

No

Yes - C

1.39x

1.34x

0

A-1-2

COMM 2012-CCRE1
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of				Cut-Off
			Initial Pool	Payment	Appraised	Appraisal	Date LTV	LTV Ratio at						Year	Year
Property Flag	ID	Property Name	Balance	Date	Value ($)(11)	As-of Date	Ratio (9)	Maturity or ARD (9)	Address	City	County	State	Zip Code	Built	Renovated
Loan	1	Crossgates Mall (24)	12.9%	6	470,000,000	03/08/2012	63.8%	53.2%	1 Crossgates Mall Road	Albany	Albany	NY	12203	1984	1994, 1997
Loan	2	RiverTown Crossings Mall (24)(25)	5.9%	6	253,000,000	11/05/2011	60.9%	51.5%	3700 Rivertown Parkway	Grandville	Kent	MI	49418	2000	NAP
Loan	3	Creekside Plaza	5.9%	6	81,330,000	02/29/2012	67.6%	62.3%	1000 and 1100 San Leandro Boulevard and 500 Davis Street	San Leandro	Alameda	CA	94577	2002, 2004, 2010	NAP
Loan	4	Tek Park Business Center	4.8%	6	66,750,000	11/15/2011	67.4%	63.2%	9999 Hamilton Boulevard	Breinigsville	Lehigh	PA	18031	1987	2010
Loan	5	Westgate Shopping Center	4.3%	11	74,400,000	01/12/2012	54.3%	54.3%	20999 Center Ridge Road	Rocky River	Cuyahoga	OH	44116	2007-2011	NAP
Loan	6	Bradley Arlington	4.3%	11	59,200,000	02/03/2012	67.6%	59.5%	6917, 6931, 6933 & 6937 Arlington Road	Bethesda	Montgomery	MD	20814	1962, 1986	2003
Loan	7	New Hope Commons	3.7%	11	62,000,000	02/02/2012	56.3%	46.3%	5400 New Hope Commons Drive	Durham	Durham	NC	27707	1995	NAP
Loan	8	10912 & 10950 Washington Boulevard	3.2%	9	50,000,000	12/12/2011	59.9%	49.8%	10912 & 10950 Washington Boulevard	Culver City	Los Angeles	CA	90232	1957, 1974	1997
Loan	9	Crossroads Towne Center	3.2%	11	41,000,000	03/05/2012	72.0%	60.9%	6464 North Decatur Boulevard	Las Vegas	Clark	NV	89131	2007	NAP
Loan	10	U-Haul Portfolio SAC 23	2.8%	6	38,160,000	Various	69.6%	59.2%	Various	Various	Various	Various	Various	Various	Various
Property	10.01	U-Haul Center Addison	0.6%		8,190,000	10/14/2011			2735 Beltline Road	Carrollton	Dallas	TX	75006	1979	1994, 1996
Property	10.02	U-Haul Bricktown	0.3%		4,500,000	10/14/2011			100 Southeast 2nd Street	Oklahoma City	Oklahoma	OK	73129	1912	2000-2001
Property	10.03	U-Haul Center Coram	0.3%		4,300,000	10/14/2011			532 Middle Country Road	Coram	Suffolk	NY	11727	1960, 1994	NAP
Property	10.04	U-Haul Court Pulaski Highway	0.3%		3,900,000	10/24/2011			4301 Pulaski Highway	Baltimore	Baltimore City	MD	21224	1919	NAP
Property	10.05	U-Haul Court Gentilly	0.3%		3,800,000	10/20/2011			6210 Chef Menteur Highway	New Orleans	Orleans	LA	70126	1968, 1983	NAP
Property	10.06	U-Haul Kanis Road	0.2%		3,200,000	10/13/2011			7618 Kanis Road	Little Rock	Pulaski	AR	72204	1982	NAP
Property	10.07	U-Haul of Florin Road	0.2%		2,420,000	10/15/2011			3026 Florin Road	Sacramento	Sacramento	CA	95822	1988	NAP
Property	10.08	U-Haul Rapid City	0.2%		2,280,000	02/10/2012			20 Deadwood Avenue	Rapid City	Pennington	SD	57702	1979	NAP
Property	10.09	U-Haul Naco-Perrin	0.2%		2,150,000	10/21/2011			12534 Nacogdoches Road	San Antonio	Bexar	TX	78217	1978	NAP
Property	10.10	U-Haul Center Hazelwood	0.1%		1,920,000	10/27/2011			8961 Dunn Road	Hazelwood	St. Louis	MO	63042	1996	NAP
Property	10.11	U-Haul Center 19th & Bell	0.1%		1,500,000	11/10/2011			1935 West Bell Road	Phoenix	Maricopa	AZ	85023	1989-1990	NAP
Loan	11	251-259 West 36th Street	2.8%	11	40,900,000	03/01/2012	63.6%	58.7%	251-259 West 36th Street	New York	New York	NY	10018	1923	2004-2010
Loan	12	Silver City Plaza	2.8%	9	38,500,000	03/20/2012	67.0%	56.0%	3001 Las Vegas Boulevard South	Las Vegas	Clark	NV	89109	2004	NAP
Loan	13	River Oaks West Apartments (26)	2.6%	11	37,750,000	02/27/2012	65.2%	53.7%	43355 Cliffside Court	Novi	Oakland	MI	48375	1991	2006-2011
Loan	14	U-Haul Portfolio SAC 22	2.6%	6	34,575,000	Various	69.9%	59.5%	Various	Various	Various	Various	Various	Various	Various
Property	14.01	U-Haul Center of Manassas Park	0.5%		6,600,000	11/15/2011			8537 Centreville Road	Manassas Park	Prince William	VA	20111	1996	NAP
Property	14.02	U-Haul Coon Rapids	0.4%		5,400,000	11/17/2011			3401 Coon Rapids Boulevard	Coon Rapids	Anoka	MN	55433	1960, 2002, 2004	NAP
Property	14.03	U-Haul Moving & Storage of South Fort Worth	0.4%		4,750,000	11/08/2011			3019 AltaMesa Boulevard	Fort Worth	Tarrant	TX	76133	1986	1993, 2000
Property	14.04	U-Haul Center Route 295	0.3%		4,300,000	11/16/2011			411 Marginal Way	Portland	Cumberland	ME	04101	1963	NAP
Property	14.05	U-Haul Causeway Boulevard	0.3%		3,600,000	11/01/2011			3800 North Causeway Boulevard	Metairie	Jefferson	LA	70002	1959	1994
Property	14.06	U-Haul State Avenue	0.2%		3,100,000	11/07/2011			5200 State Avenue	Kansas City	Wyandotte	KS	66102	1969	NAP
Property	14.07	U-Haul West Ina Road	0.2%		2,500,000	11/10/2011			4040 West Ina Road	Tucson	Pima	AZ	85741	1989, 1991	NAP
Property	14.08	U-Haul Moving & Storage at Automall	0.1%		1,700,000	11/10/2011			4655 North Oracle Road	Tucson	Pima	AZ	85705	1975-1983	NAP
Property	14.09	U-Haul Moving & Storage of Springfield	0.1%		1,650,000	11/16/2011			914 & 924 Boston Road	Springfield	Hampden	MA	01119	1956, 1983	NAP
Property	14.10	U-Haul Moving & Storage at Jolly & Cedar	0.1%		975,000	11/01/2011			5020 South Cedar Street	Lansing	Ingham	MI	48910	1958	1978
Loan	15	Cahuenga Mixed Use	2.5%	11	39,100,000	11/29/2011	59.9%	50.5%	3400 West Cahuenga Boulevard	Los Angeles	Los Angeles	CA	90068	1965, 2008	2007
Loan	16	Harbour Towne	2.5%	11	46,400,000	04/12/2012	49.6%	28.5%	801 Northeast 3rd Street	Dania Beach	Broward	FL	33004	1972	2009
Loan	17	Ocean City Quality Inn Portfolio	2.4%	6	32,000,000	04/01/2012	68.8%	51.7%	Various	Ocean City	Worcester	MD	21842	Various	Various
Property	17.01	Quality Inn Boardwalk	1.7%		22,500,000	04/01/2012			1601 Atlantic Avenue	Ocean City	Worcester	MD	21842	1965, 1973, 1981	2010
Property	17.02	Quality Inn Oceanfront	0.7%		9,500,000	04/01/2012			5400 Coastal Highway	Ocean City	Worcester	MD	21842	1965, 1983	2009
Loan	18	Stone Creek Towne Center	2.1%	11	37,160,000	08/11/2011	53.3%	49.2%	3657 Stone Creek Boulevard	Colerain Township	Hamilton	OH	45251	2007-2010	NAP
Loan	19	Crowne Plaza Kansas City	1.7%	11	36,200,000	02/01/2012	44.1%	33.9%	1301 Wyandotte Street	Kansas City	Jackson	MO	64105	1968	2008-2009
Loan	20	NC Industrial Portfolio	1.5%	11	18,700,000	Various	74.7%	62.6%	Various	Various	Various	NC	Various	Various	Various
Property	20.01	501 Black Satchel Drive	1.0%		11,900,000	01/24/2012			501 Black Satchel Drive	Charlotte	Mecklenburg	NC	28216	1989	NAP
Property	20.02	2900 Northwest Boulevard	0.5%		6,800,000	01/23/2012			2900 Northwest Boulevard	Gastonia	Gaston	NC	28052	1961	1968
Loan	21	Kelly Square	1.5%	11	17,400,000	03/02/2012	79.3%	65.9%	10777 Main Street	Fairfax	Fairfax City	VA	22030	1985	NAP
Loan	22	Claremont Corporate Center	1.5%	11	18,700,000	03/20/2012	72.7%	61.7%	535 Springfield Avenue	Summit	Union	NJ	07901	1885	2010
Loan	23	Heald Colleges Portfolio	1.4%	6	20,750,000	03/01/2012	62.7%	47.2%	Various	Various	Various	CA	Various	Various	Various
Property	23.01	Heald College Milpitas	1.0%		15,200,000	03/01/2012			341 Great Mall Parkway	Milpitas	Santa Clara	CA	95035	1987	2011
Property	23.02	Heald College Stockton	0.4%		5,550,000	03/01/2012			1605 East March Lane	Stockton	San Joaquin	CA	95210	1990	1999
Loan	24	Philadelphia Square	1.4%	11	16,750,000	01/31/2012	75.2%	62.5%	1055 Philadelphia Street	Indiana	Indiana	PA	15701	2006, 2010, 2011	2012
Loan	25	Citizen News Building	1.1%	11	15,000,000	12/19/2011	66.4%	62.8%	1545 Wilcox Avenue	Hollywood	Los Angeles	CA	90028	1930	2006
Loan	26	1460 Macombs Road	1.1%	11	13,750,000	11/30/2011	71.3%	67.1%	1460 Macombs Road	Bronx	Bronx	NY	10452	1930	NAP
Loan	27	HIE San Luis Obispo	1.0%	6	15,000,000	01/24/2012	64.9%	54.5%	1800 Monterey Street	San Luis Obispo	San Luis Obispo	CA	93401	1978	2009
Loan	28	Soundview & Rosedale Avenue	1.0%	11	17,900,000	01/24/2012	54.2%	42.3%	829-849 Soundview Avenue & 831 Rosedale Avenue	Bronx	Bronx	NY	10473	1961	2004-2005
Loan	29	Arts District Hyattsville	1.0%	11	14,200,000	02/26/2012	63.3%	52.5%	5331 & 5501 Baltimore Avenue	Hyattsville	Prince George’s	MD	20781	2011	NAP
Loan	30	Sommerset Suites	0.9%	6	14,000,000	01/23/2012	59.9%	50.3%	606 Washington Street	San Diego	San Diego	CA	92103	1986	NAP
Loan	31	The Abby	0.9%	11	11,600,000	03/08/2012	71.1%	58.9%	500 East Ben White Boulevard	Austin	Travis	TX	78704	2006	NAP
Loan	32	Best Western Plus Half Moon Bay	0.8%	6	13,100,000	01/23/2012	59.9%	50.3%	2400 Cabrillo Highway South	Half Moon Bay	San Mateo	CA	94019	1975	2005
Loan	33	Town East Tower	0.8%	11	12,500,000	01/04/2012	61.8%	52.0%	18601 LBJ Freeway	Mesquite	Dallas	TX	75150	1976	2010-2011
Loan	34	Park Place at Palm Bluffs	0.8%	11	11,400,000	03/01/2012	65.8%	55.2%	7775, 7785, 7835 & 7845 North Palm Avenue	Fresno	Fresno	CA	93711	2007	NAP
Loan	35	Granada Plaza	0.8%	11	12,000,000	03/09/2012	61.7%	50.6%	125-225 East Granada Boulevard	Ormond Beach	Volusia	FL	32176	1969, 1971	1987, 2008-2010
Loan	36	Van Buren Plaza	0.8%	11	13,200,000	11/21/2011	55.2%	48.6%	5700 Van Buren Boulevard	Riverside	Riverside	CA	92503	1988	2005
Loan	37	Nona Commons	0.8%	11	11,450,000	01/09/2012	63.2%	52.4%	10727 Narcoossee Road	Orlando	Orange	FL	32832	2008	NAP
Loan	38	1230 Teller Avenue	0.7%	11	10,900,000	11/14/2011	63.9%	59.4%	1230 Teller Avenue	Bronx	Bronx	NY	10456	1941	NAP
Loan	39	2765 Kingsbridge Terrace	0.7%	11	8,800,000	01/24/2012	74.1%	69.7%	2765 Kingsbridge Terrace	Bronx	Bronx	NY	10463	1928	NAP
Loan	40	Wesleyan Station	0.7%	11	9,000,000	02/11/2012	67.8%	59.2%	4650 Forsyth Road	Macon	Bibb	GA	31210	1986, 2006	2009
Loan	41	Centerville Shopping Center	0.6%	11	8,600,000	01/19/2012	69.8%	59.4%	3550 Centerville Highway	Snellville	Gwinnett	GA	30039	1995	NAP
Loan	42	Bridge Center	0.6%	11	8,800,000	02/08/2012	60.6%	50.5%	1526-1540 Fording Island Road	Bluffton	Beaufort	SC	29910	1994, 1998, 2000	NAP
Loan	43	2012-2018 Broadway	0.5%	11	10,400,000	03/28/2012	48.1%	39.1%	2012-2018 Broadway	New York	New York	NY	10023	1905	NAP
Loan	44	2264 Creston Avenue	0.5%	11	6,900,000	01/24/2012	72.5%	68.1%	2264 Creston Avenue	Bronx	Bronx	NY	10453	1938	NAP
Loan	45	Breckenridge Apartments	0.5%	11	11,500,000	12/13/2011	43.3%	40.4%	17625 North 7th Street	Phoenix	Maricopa	AZ	85022	1983	2006
Loan	46	2773-2779 Briggs Avenue	0.5%	11	6,200,000	02/10/2012	73.4%	62.1%	2773-2779 Briggs Avenue	Bronx	Bronx	NY	10458	1915	2004-2006
Loan	47	Oaklee Plaza	0.5%	11	6,350,000	12/06/2011	69.2%	58.4%	1427-1485 South Lee Street	Des Plaines	Cook	IL	60018	2008	NAP
Loan	48	Candlewood Suites Augusta	0.4%	11	7,550,000	11/29/2011	54.2%	36.4%	1080 Claussen Road	Augusta	Columbia	GA	30907	2007	NAP
Loan	49	Buffalo Storage	0.4%	11	5,600,000	02/29/2012	68.1%	57.4%	3925 South Buffalo Drive	Las Vegas	Clark	NV	89147	1996	NAP
Loan	50	Best Western Carlyle Inn	0.3%	6	7,600,000	01/25/2012	42.1%	35.3%	1119 South Robertson Boulevard	Los Angeles	Los Angeles	CA	90035	1991	NAP
Loan	51	Walgreens Ft. Lauderdale	0.3%	11	4,900,000	12/16/2011	65.2%	54.9%	3101 North Ocean Boulevard	Ft. Lauderdale	Broward	FL	33308	1955	1991
Loan	52	East West Crossroads	0.2%	11	3,200,000	12/07/2011	67.5%	63.0%	1133 East West Connector	Austell	Cobb	GA	30106	1999	NAP
Loan	53	116 Henwood Place	0.2%	11	2,800,000	12/01/2011	64.8%	60.9%	116 Henwood Place	Bronx	Bronx	NY	10453	1935	NAP
Loan	54	2390 Creston Avenue	0.2%	11	2,200,000	07/24/2011	72.4%	67.3%	2390 Creston Avenue	Bronx	Bronx	NY	10468	1911	NAP

A-1-3

COMM 2012-CCRE1
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
				Net		Loan per Net
			% of	Rentable Area	Units	Rentable Area
			Initial Pool	(SF/Units/	of	(SF/Units/	Prepayment Provisions	Trailing 12 Operating	Trailing 12	Trailing 12	Trailing 12	2010 Operating	2010	2010	2010
Property Flag	ID	Property Name	Balance	Rooms/Beds)	Measure	Rooms/Beds) ($)(12)	(# of payments) (13)	Statements Date	EGI ($)	Expenses($)	NOI($)(14)	Statements Date	EGI($)	Expenses($)	NOI($)(14)
Loan	1	Crossgates Mall (24)	12.9%	1,298,620	Sq. Ft.	231	L(24), D(91), O(5)	T-12 1/31/2012	41,584,508	14,399,926	27,184,582	12/31/2010	42,744,482	14,358,849	28,385,633
Loan	2	RiverTown Crossings Mall (24)(25)	5.9%	635,769	Sq. Ft.	242	L(35), D(81), O(4)	T-12 9/30/2011	25,333,311	7,567,679	17,765,633	12/31/2010	24,495,501	7,598,893	16,896,609
Loan	3	Creekside Plaza	5.9%	227,707	Sq. Ft.	242	L(12), YM1(104), O(4)	12/31/2011	7,992,711	1,940,882	6,051,828	12/31/2010	7,051,351	1,852,486	5,198,865
Loan	4	Tek Park Business Center	4.8%	510,638	Sq. Ft.	88	L(25), D(31), O(4)	T-12 8/31/2011	7,314,838	2,850,147	4,464,691	12/31/2010	7,195,340	2,700,750	4,494,590
Loan	5	Westgate Shopping Center	4.3%	470,655	Sq. Ft.	86	L(24), YM1(92), O(4)	T-12 11/30/2011	7,994,343	2,416,062	5,578,281	12/31/2010	7,749,084	2,400,096	5,348,988
Loan	6	Bradley Arlington	4.3%	151,287	Sq. Ft.	264	L(25), D(92), O(3)	12/31/2011	5,205,606	1,696,905	3,508,701	12/31/2010	4,894,014	1,642,553	3,251,461
Loan	7	New Hope Commons	3.7%	408,292	Sq. Ft.	86	L(26), D(90), O(4)	12/31/2011	5,852,506	1,332,473	4,520,033	12/31/2010	5,957,593	1,294,160	4,663,433
Loan	8	10912 & 10950 Washington Boulevard	3.2%	158,873	Sq. Ft.	188	L(18), YM1(98), O(4)	12/31/2011	5,604,669	1,935,804	3,668,865	YTD 7/31/2010 Ann.	4,738,096	1,438,246	3,299,850
Loan	9	Crossroads Towne Center	3.2%	148,791	Sq. Ft.	198	L(24), D(93), O(3)	12/31/2011	3,939,572	808,208	3,131,363	12/31/2010	4,166,792	933,720	3,233,072
Loan	10	U-Haul Portfolio SAC 23	2.8%	5,064	Units	5,246	L(25), D(92), O(3)	T-12 1/31/2012	5,404,052	1,911,377	3,492,675	12/31/2010	5,071,198	1,865,666	3,205,532
Property	10.01	U-Haul Center Addison	0.6%	1,117	Units	5,104		T-12 1/31/2012	999,508	275,905	723,603	12/31/2010	931,962	277,190	654,772
Property	10.02	U-Haul Bricktown	0.3%	533	Units	5,877		T-12 1/31/2012	588,343	168,859	419,483	12/31/2010	579,897	162,758	417,139
Property	10.03	U-Haul Center Coram	0.3%	445	Units	6,727		T-12 1/31/2012	657,694	221,361	436,333	12/31/2010	583,768	209,889	373,879
Property	10.04	U-Haul Court Pulaski Highway	0.3%	710	Units	3,824		T-12 1/31/2012	562,070	188,716	373,355	12/31/2010	521,574	174,230	347,344
Property	10.05	U-Haul Court Gentilly	0.3%	458	Units	5,776		T-12 1/31/2012	449,947	153,957	295,990	12/31/2010	404,275	146,611	257,663
Property	10.06	U-Haul Kanis Road	0.2%	313	Units	7,117		T-12 1/31/2012	438,851	155,995	282,856	12/31/2010	437,187	154,742	282,445
Property	10.07	U-Haul of Florin Road	0.2%	270	Units	6,239		T-12 1/31/2012	345,337	153,037	192,300	12/31/2010	342,531	154,632	187,900
Property	10.08	U-Haul Rapid City	0.2%	311	Units	5,103		T-12 1/31/2012	378,117	121,639	256,478	12/31/2010	349,013	146,650	202,364
Property	10.09	U-Haul Naco-Perrin	0.2%	387	Units	3,867		T-12 1/31/2012	355,110	147,505	207,606	12/31/2010	328,724	142,092	186,632
Property	10.10	U-Haul Center Hazelwood	0.1%	338	Units	3,954		T-12 1/31/2012	404,995	182,849	222,146	12/31/2010	364,998	158,787	206,211
Property	10.11	U-Haul Center 19th & Bell	0.1%	182	Units	5,737		T-12 1/31/2012	224,081	141,554	82,527	12/31/2010	227,269	138,085	89,184
Loan	11	251-259 West 36th Street	2.8%	119,524	Sq. Ft.	218	L(24), D(32), O(4)	T-12 2/29/2012	3,166,221	1,110,460	2,055,761	12/31/2010	2,816,453	1,080,751	1,735,702
Loan	12	Silver City Plaza	2.8%	41,583	Sq. Ft.	620	L(25), D(92), O(3)	T-12 2/29/2012	3,033,792	459,437	2,574,355	12/31/2010	3,127,357	462,589	2,664,768
Loan	13	River Oaks West Apartments (26)	2.6%	420	Units	58,571	L(24), D(89), O(7)	T-12 1/31/2012	5,637,830	2,757,267	2,880,563	12/31/2010	5,007,422	2,712,120	2,295,302
Loan	14	U-Haul Portfolio SAC 22	2.6%	3,708	Units	6,520	L(25), D(92), O(3)	T-12 1/31/2012	5,192,037	1,850,110	3,341,927	12/31/2010	4,864,334	1,742,719	3,121,615
Property	14.01	U-Haul Center of Manassas Park	0.5%	556	Units	8,300		T-12 1/31/2012	786,492	220,448	566,044	12/31/2010	753,581	205,345	548,236
Property	14.02	U-Haul Coon Rapids	0.4%	619	Units	6,100		T-12 1/31/2012	992,144	342,220	649,923	12/31/2010	927,515	312,645	614,870
Property	14.03	U-Haul Moving & Storage of South Fort Worth	0.4%	524	Units	6,339		T-12 1/31/2012	582,724	196,506	386,218	12/31/2010	562,291	213,423	348,868
Property	14.04	U-Haul Center Route 295	0.3%	515	Units	5,838		T-12 1/31/2012	624,840	180,622	444,218	12/31/2010	582,277	167,058	415,219
Property	14.05	U-Haul Causeway Boulevard	0.3%	247	Units	10,191		T-12 1/31/2012	457,601	162,582	295,018	12/31/2010	437,836	156,859	280,977
Property	14.06	U-Haul State Avenue	0.2%	273	Units	7,940		T-12 1/31/2012	461,006	171,145	289,861	12/31/2010	431,474	169,625	261,849
Property	14.07	U-Haul West Ina Road	0.2%	261	Units	6,698		T-12 1/31/2012	449,143	168,699	280,444	12/31/2010	412,296	161,736	250,561
Property	14.08	U-Haul Moving & Storage at Automall	0.1%	190	Units	6,256		T-12 1/31/2012	262,800	123,283	139,516	12/31/2010	269,551	113,404	156,147
Property	14.09	U-Haul Moving & Storage of Springfield	0.1%	277	Units	4,165		T-12 1/31/2012	354,799	173,108	181,691	12/31/2010	290,064	153,924	136,140
Property	14.10	U-Haul Moving & Storage at Jolly & Cedar	0.1%	246	Units	2,771		T-12 1/31/2012	220,489	111,494	108,995	12/31/2010	197,449	88,701	108,748
Loan	15	Cahuenga Mixed Use	2.5%	142,349	Sq. Ft.	165	L(37), D(78), O(5)	T-12 11/30/2011	3,893,427	1,374,225	2,519,202	12/31/2010	3,678,496	1,350,381	2,328,115
Loan	16	Harbour Towne	2.5%	210,788	Sq. Ft.	109	L(24), D(93), O(3)	T-12 2/28/2012	7,379,539	4,282,936	3,096,602	12/31/2010	7,138,505	4,344,719	2,793,785
Loan	17	Ocean City Quality Inn Portfolio	2.4%	309	Rooms	71,197	L(24), D(92), O(4)	T-12 2/29/2012	9,603,530	6,360,790	3,242,740	12/31/2010	9,191,370	6,367,597	2,823,773
Property	17.01	Quality Inn Boardwalk	1.7%	179	Rooms	86,418		T-12 2/29/2012	5,640,320	3,378,167	2,262,153	12/31/2010	5,245,127	3,279,981	1,965,146
Property	17.02	Quality Inn Oceanfront	0.7%	130	Rooms	50,240		T-12 2/29/2012	3,963,210	2,982,623	980,587	12/31/2010	3,946,243	3,087,616	858,627
Loan	18	Stone Creek Towne Center	2.1%	142,824	Sq. Ft.	139	L(26), YM1(90), O(4)	12/31/2011	3,685,546	928,132	2,757,414	12/31/2010	3,462,585	879,051	2,583,534
Loan	19	Crowne Plaza Kansas City	1.7%	385	Rooms	41,440	L(37), D(80), O(3)	T-12 1/31/2012	11,066,802	8,211,356	2,855,446	12/31/2010	9,135,390	7,405,169	1,730,221
Loan	20	NC Industrial Portfolio	1.5%	622,350	Sq. Ft.	22	L(49), D(68), O(3)	12/31/2011	1,671,049	249,920	1,421,129	12/31/2010	1,674,177	269,139	1,405,038
Property	20.01	501 Black Satchel Drive	1.0%	228,600	Sq. Ft.	39		12/31/2011	961,202	142,898	818,304	12/31/2010	963,741	137,224	826,517
Property	20.02	2900 Northwest Boulevard	0.5%	393,750	Sq. Ft.	13		12/31/2011	709,847	107,022	602,825	12/31/2010	710,436	131,915	578,521
Loan	21	Kelly Square	1.5%	72,156	Sq. Ft.	191	L(49), D(67), O(4)	12/31/2011	1,828,866	550,876	1,277,990	12/31/2010	1,975,184	607,051	1,368,133
Loan	22	Claremont Corporate Center	1.5%	41,982	Sq. Ft.	324	L(24), D(93), O(3)	12/31/2011	1,343,836	534,781	809,055
Loan	23	Heald Colleges Portfolio	1.4%	89,713	Sq. Ft.	145	L(24), D(92), O(4)
Property	23.01	Heald College Milpitas	1.0%	55,430	Sq. Ft.	164
Property	23.02	Heald College Stockton	0.4%	34,283	Sq. Ft.	114
Loan	24	Philadelphia Square	1.4%	259	Beds	48,649	L(24), D(92), O(4)	T-12 2/29/2012	1,930,924	565,273	1,365,651	12/31/2010	787,617	314,767	472,850
Loan	25	Citizen News Building	1.1%	48,925	Sq. Ft.	204	L(27), D(30), O(3)	T-12 11/30/2011	1,249,599	319,417	930,182	12/31/2010	1,166,792	306,769	860,023
Loan	26	1460 Macombs Road	1.1%	116	Units	84,483	L(27), YM1(29), O(4)	T-12 4/30/2012	1,472,892	624,631	848,261	12/31/2010	1,403,265	615,452	787,813
Loan	27	HIE San Luis Obispo	1.0%	100	Rooms	97,396	L(25), D(92), O(3)	12/31/2011	3,537,769	2,135,894	1,401,874	12/31/2010	3,071,499	1,963,852	1,107,647
Loan	28	Soundview & Rosedale Avenue	1.0%	63,051	Sq. Ft.	154	L(25), YM1(91), O(4)	12/31/2011	1,680,259	459,645	1,220,614	12/31/2010	1,606,755	427,813	1,178,942
Loan	29	Arts District Hyattsville	1.0%	35,676	Sq. Ft.	252	L(25), D(92), O(3)
Loan	30	Sommerset Suites	0.9%	80	Rooms	104,888	L(25), D(92), O(3)	12/31/2011	2,904,799	1,650,010	1,254,789	12/31/2010	2,673,393	1,497,549	1,175,844
Loan	31	The Abby	0.9%	48,888	Sq. Ft.	169	L(49), D(67), O(4)	12/31/2011	1,222,838	342,508	880,330	12/31/2010	1,231,372	300,747	930,625
Loan	32	Best Western Plus Half Moon Bay	0.8%	80	Rooms	98,021	L(25), D(92), O(3)	12/31/2011	3,119,785	1,957,579	1,162,206	12/31/2010	2,618,902	1,735,265	883,637
Loan	33	Town East Tower	0.8%	90,000	Sq. Ft.	86	L(27), D(89), O(4)	12/31/2011	1,683,127	764,864	918,263	12/31/2010	1,578,468	772,003	806,465
Loan	34	Park Place at Palm Bluffs	0.8%	43,156	Sq. Ft.	174	L(24), D(92), O(4)	12/31/2011	968,027	258,529	709,498	12/31/2010	800,827	296,756	504,071
Loan	35	Granada Plaza	0.8%	107,088	Sq. Ft.	69	L(24), D(93), O(3)	T-12 2/29/2012	1,457,651	403,710	1,053,941	12/31/2010	1,443,280	427,775	1,015,505
Loan	36	Van Buren Plaza	0.8%	95,068	Sq. Ft.	77	L(28), D(88), O(4)	T-12 10/31/2011	1,455,391	478,909	976,482	12/31/2010	1,571,116	470,396	1,100,720
Loan	37	Nona Commons	0.8%	58,691	Sq. Ft.	123	L(49), D(68), O(3)	12/31/2011	1,447,755	345,767	1,101,988	12/31/2010	1,585,446	422,168	1,163,278
Loan	38	1230 Teller Avenue	0.7%	79	Units	88,210	L(28), YM1(28), O(4)	T-12 3/31/2012	931,736	315,550	616,186	12/31/2010	833,470	372,469	461,001
Loan	39	2765 Kingsbridge Terrace	0.7%	76	Units	85,855	L(26), YM1(30), O(4)	T-12 4/30/2012	936,020	362,605	573,415	12/31/2010	889,428	386,317	503,111
Loan	40	Wesleyan Station	0.7%	86,631	Sq. Ft.	70	L(49), D(67), O(4)	12/31/2011	863,846	219,338	644,508	12/31/2010	867,143	202,338	664,805
Loan	41	Centerville Shopping Center	0.6%	68,805	Sq. Ft.	87	L(26), D(90), O(4)	12/31/2011	931,099	362,587	568,512	12/31/2010	1,010,981	346,215	664,766
Loan	42	Bridge Center	0.6%	83,070	Sq. Ft.	64	L(27), D(89), O(4)	12/31/2011	630,188	245,854	384,334	12/31/2010	455,833	193,859	261,974
Loan	43	2012-2018 Broadway	0.5%	6,520	Sq. Ft.	767	L(49), YM1(67), O(4)	12/31/2011	977,146	304,357	672,789	12/31/2010	868,207	280,457	587,750
Loan	44	2264 Creston Avenue	0.5%	59	Units	84,746	L(25), YM1(31), O(4)	T-12 4/30/2012	718,540	294,561	423,979	12/31/2010	678,275	307,679	370,596
Loan	45	Breckenridge Apartments	0.5%	254	Units	19,620	L(27), D(30), O(3)	T-12 3/31/2012	2,054,346	1,188,739	865,607	12/31/2010	1,492,585	1,449,570	43,015
Loan	46	2773-2779 Briggs Avenue	0.5%	41	Units	110,976	L(26), YM1(90), O(4)	12/31/2011	605,698	215,931	389,767	12/31/2010	595,387	212,034	383,353
Loan	47	Oaklee Plaza	0.5%	34,267	Sq. Ft.	128	L(25), D(92), O(3)
Loan	48	Candlewood Suites Augusta	0.4%	80	Rooms	51,143	L(49), D(68), O(3)	T-12 10/31/2011	1,834,700	1,017,338	817,362	12/31/2010	1,764,325	996,882	767,443
Loan	49	Buffalo Storage	0.4%	602	Units	6,339	L(49), YM1(68), O(3)	T-12 2/29/2012	680,042	189,435	490,607	12/31/2010	661,700	279,741	381,959
Loan	50	Best Western Carlyle Inn	0.3%	32	Rooms	99,894	L(25), D(92), O(3)	12/31/2011	1,631,535	966,996	664,539	12/31/2010	1,412,245	872,408	539,837
Loan	51	Walgreens Ft. Lauderdale	0.3%	14,345	Sq. Ft.	223	L(26), D(91), O(3)	12/31/2011	327,615	17,249	310,366	12/31/2010	327,930	14,763	313,167
Loan	52	East West Crossroads	0.2%	29,164	Sq. Ft.	74	L(49), D(7), O(4)	T-12 11/30/2011	477,672	140,996	336,676	12/31/2010	496,704	126,882	369,823
Loan	53	116 Henwood Place	0.2%	30	Units	60,500	L(27), YM1(29), O(4)	T-12 4/30/2012	294,548	143,813	150,735	12/31/2010	280,907	144,448	136,459
Loan	54	2390 Creston Avenue	0.2%	21	Units	75,850	L(28), YM1(28), O(4)	T-12 4/30/2012	280,848	141,127	139,721

A-1-4

COMM 2012-CCRE1
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of
			Initial Pool	2009 Operating	2009	2009	2009	Underwritten NOI	Underwritten NCF	Underwritten	Underwritten	Underwritten	Underwritten	Underwritten	Underwritten	Underwritten
Property Flag	ID	Property Name	Balance	Statements Date	EGI($)	Expenses($)	NOI($)(14)	Debt Yield (9)	Debt Yield (9)	Revenue($)	EGI($)	Expenses($)	NOI ($)(14)	Reserves($)	TI/LC($)	NCF ($)
Loan	1	Crossgates Mall (24)	12.9%	12/31/2009	42,500,829	14,097,991	28,402,837	9.5%	9.1%	30,721,177	43,393,603	14,839,965	28,553,638	283,995	1,042,447	27,227,197
Loan	2	RiverTown Crossings Mall (24)(25)	5.9%	12/31/2009	24,814,530	7,959,849	16,854,682	11.6%	11.1%	21,239,518	25,969,801	8,070,753	17,899,047	158,942	635,769	17,104,336
Loan	3	Creekside Plaza	5.9%	12/31/2009	4,940,105	1,315,882	3,624,223	11.3%	10.8%	8,651,404	8,204,170	2,010,413	6,193,757	50,096	213,198	5,930,463
Loan	4	Tek Park Business Center	4.8%	12/31/2009	6,029,833	2,882,835	3,146,998	13.3%	12.2%	8,530,594	9,127,079	3,153,478	5,973,601	127,660	380,351	5,465,590
Loan	5	Westgate Shopping Center	4.3%	12/31/2009	6,915,470	2,397,166	4,518,304	11.1%	10.5%	6,378,198	8,029,035	3,534,992	4,494,043	48,366	202,105	4,243,572
Loan	6	Bradley Arlington	4.3%	12/31/2009	4,975,364	1,546,599	3,428,765	10.2%	9.7%	5,051,477	5,804,097	1,717,690	4,086,407	29,863	177,543	3,879,001
Loan	7	New Hope Commons	3.7%	12/31/2009	6,709,394	1,495,191	5,214,203	12.4%	11.7%	4,896,409	5,648,585	1,324,708	4,323,878	73,493	166,612	4,083,774
Loan	8	10912 & 10950 Washington Boulevard	3.2%	12/31/2009	4,569,896	1,480,554	3,089,342	11.6%	10.9%	4,737,362	5,415,094	1,937,345	3,477,749	31,775	196,919	3,249,055
Loan	9	Crossroads Towne Center	3.2%	12/31/2009	4,694,183	1,002,682	3,691,500	10.2%	9.7%	3,414,396	3,741,713	732,936	3,008,777	22,319	134,413	2,852,045
Loan	10	U-Haul Portfolio SAC 23	2.8%	12/31/2009	4,998,317	1,857,429	3,140,888	12.1%	11.6%	5,609,429	5,372,551	2,160,460	3,212,091	132,246		3,079,846
Property	10.01	U-Haul Center Addison	0.6%	12/31/2009	941,199	283,083	658,116			1,030,970	999,030	315,568	683,462	36,871		646,591
Property	10.02	U-Haul Bricktown	0.3%	12/31/2009	569,480	166,732	402,749			629,069	586,337	194,178	392,158	17,163		374,995
Property	10.03	U-Haul Center Coram	0.3%	12/31/2009	555,838	213,589	342,249			671,913	649,566	246,682	402,884	3,243		399,641
Property	10.04	U-Haul Court Pulaski Highway	0.3%	12/31/2009	509,405	177,849	331,556			687,054	560,014	215,225	344,789	18,591		326,198
Property	10.05	U-Haul Court Gentilly	0.3%	12/31/2009	419,426	139,165	280,262			571,585	447,980	178,233	269,747	5,944		263,803
Property	10.06	U-Haul Kanis Road	0.2%	12/31/2009	432,253	152,999	279,254			369,052	436,905	171,351	265,555	1,275		264,280
Property	10.07	U-Haul of Florin Road	0.2%	12/31/2009	332,003	149,660	182,343			384,738	345,135	172,860	172,275	4,184		168,091
Property	10.08	U-Haul Rapid City	0.2%	12/31/2009	319,486	118,779	200,706			270,053	367,491	141,790	225,701	24,839		200,863
Property	10.09	U-Haul Naco-Perrin	0.2%	12/31/2009	321,813	156,040	165,773			349,388	354,165	159,429	194,735	6,477		188,258
Property	10.10	U-Haul Center Hazelwood	0.1%	12/31/2009	366,865	160,049	206,816			386,030	402,030	202,079	199,951	11,672		188,279
Property	10.11	U-Haul Center 19th & Bell	0.1%	12/31/2009	230,549	139,484	91,065			259,577	223,899	163,064	60,835	1,986		58,849
Loan	11	251-259 West 36th Street	2.8%	12/31/2009	3,174,658	984,380	2,190,278	9.4%	9.2%	3,351,560	3,619,512	1,182,921	2,436,591	23,850	31,081	2,381,660
Loan	12	Silver City Plaza	2.8%	12/31/2009	2,884,194	462,332	2,421,862	9.9%	9.7%	2,719,090	2,953,967	412,431	2,541,536	6,237	31,187	2,504,112
Loan	13	River Oaks West Apartments (26)	2.6%	12/31/2009	5,187,084	2,316,023	2,871,061	11.8%	11.4%	7,694,760	5,637,831	2,725,158	2,912,673	115,563		2,797,110
Loan	14	U-Haul Portfolio SAC 22	2.6%	12/31/2009	4,814,168	1,808,539	3,005,629	12.6%	12.1%	4,462,196	5,136,397	2,096,014	3,040,383	110,387		2,929,996
Property	14.01	U-Haul Center of Manassas Park	0.5%	12/31/2009	739,491	209,079	530,412			782,606	800,382	247,097	553,285	4,949		548,336
Property	14.02	U-Haul Coon Rapids	0.4%	12/31/2009	901,187	322,306	578,881			690,109	944,357	412,613	531,744	26,388		505,356
Property	14.03	U-Haul Moving & Storage of South Fort Worth	0.4%	12/31/2009	569,051	227,692	341,359			571,606	582,400	223,927	358,473	28,721		329,752
Property	14.04	U-Haul Center Route 295	0.3%	12/31/2009	581,007	164,311	416,696			600,531	623,500	205,642	417,859	13,898		403,960
Property	14.05	U-Haul Causeway Boulevard	0.3%	12/31/2009	446,607	167,984	278,623			427,832	456,107	178,244	277,864	679		277,185
Property	14.06	U-Haul State Avenue	0.2%	12/31/2009	426,475	158,344	268,131			306,076	450,820	184,767	266,053	12,651		253,402
Property	14.07	U-Haul West Ina Road	0.2%	12/31/2009	374,239	163,004	211,235			365,843	448,108	192,348	255,760	951		254,809
Property	14.08	U-Haul Moving & Storage at Automall	0.1%	12/31/2009	281,406	118,874	162,531			227,286	262,504	137,866	124,639	8,367		116,272
Property	14.09	U-Haul Moving & Storage of Springfield	0.1%	12/31/2009	293,383	161,896	131,487			307,874	348,528	192,325	156,203	10,808		145,395
Property	14.10	U-Haul Moving & Storage at Jolly & Cedar	0.1%	12/31/2009	201,322	115,049	86,273			182,432	219,690	121,187	98,503	2,974		95,529
Loan	15	Cahuenga Mixed Use	2.5%	12/31/2009	3,722,168	1,495,365	2,226,803	11.3%	10.8%	3,955,426	4,072,554	1,427,670	2,644,884	39,375	71,655	2,533,854
Loan	16	Harbour Towne	2.5%	12/31/2009	7,188,592	4,272,095	2,916,497	12.2%	11.3%	7,554,529	7,432,363	4,620,179	2,812,184	222,971		2,589,214
Loan	17	Ocean City Quality Inn Portfolio	2.4%	12/31/2009	8,881,657	5,965,069	2,916,588	14.4%	12.7%	9,041,448	9,603,530	6,431,903	3,171,627	384,141		2,787,486
Property	17.01	Quality Inn Boardwalk	1.7%	12/31/2009	5,147,646	3,185,718	1,961,928			5,407,651	5,640,320	3,436,369	2,203,951	225,613		1,978,338
Property	17.02	Quality Inn Oceanfront	0.7%	12/31/2009	3,734,011	2,779,351	954,660			3,633,797	3,963,210	2,995,534	967,676	158,528		809,148
Loan	18	Stone Creek Towne Center	2.1%					13.8%	12.9%	3,110,855	4,072,655	1,347,957	2,724,698	28,565	142,827	2,553,305
Loan	19	Crowne Plaza Kansas City	1.7%	12/31/2009	6,581,256	5,907,849	673,407	17.0%	14.1%	8,461,037	11,066,802	8,356,273	2,710,529	466,278		2,244,252
Loan	20	NC Industrial Portfolio	1.5%	12/31/2009	1,754,665	258,198	1,496,467	10.2%	9.1%	1,464,390	1,769,783	341,648	1,428,135	62,235	100,000	1,265,900
Property	20.01	501 Black Satchel Drive	1.0%	12/31/2009	1,044,229	135,661	908,568			834,390	1,004,969	184,196	820,773	22,860	37,000	760,913
Property	20.02	2900 Northwest Boulevard	0.5%	12/31/2009	710,436	122,537	587,899			630,000	764,815	157,452	607,363	39,375	63,000	504,988
Loan	21	Kelly Square	1.5%	12/31/2009	2,154,473	617,942	1,536,531	10.2%	9.5%	2,045,045	1,992,537	586,306	1,406,230	14,431	75,495	1,316,304
Loan	22	Claremont Corporate Center	1.5%					9.4%	9.1%	1,825,823	1,841,443	556,866	1,284,577	8,396	41,982	1,234,199
Loan	23	Heald Colleges Portfolio	1.4%					9.5%	8.8%	1,755,600	1,279,711	38,391	1,241,320	22,428	76,599	1,142,292
Property	23.01	Heald College Milpitas	1.0%							1,250,722	888,770	26,663	862,107	13,858	50,073	798,177
Property	23.02	Heald College Stockton	0.4%							504,878	390,941	11,728	379,213	8,571	26,527	344,115
Loan	24	Philadelphia Square	1.4%	12/31/2009	498,914	191,751	307,163	10.7%	10.4%	1,972,010	1,961,021	615,814	1,345,207	38,179		1,307,028
Loan	25	Citizen News Building	1.1%	12/31/2009	1,258,395	307,919	950,476	9.4%	8.8%	1,220,480	1,279,251	347,144	932,107	12,231	44,033	875,844
Loan	26	1460 Macombs Road	1.1%	12/31/2009	1,346,300	588,194	758,106	9.0%	8.7%	1,552,347	1,502,405	623,082	879,323	29,000		850,323
Loan	27	HIE San Luis Obispo	1.0%	12/31/2009	2,278,171	1,724,278	553,893	14.4%	12.9%	3,496,661	3,537,769	2,135,894	1,401,874	141,511		1,260,363
Loan	28	Soundview & Rosedale Avenue	1.0%	12/31/2009	1,542,614	419,830	1,122,784	11.9%	11.4%	1,225,590	1,695,991	542,141	1,153,850	12,610	32,272	1,108,968
Loan	29	Arts District Hyattsville	1.0%					11.8%	11.3%	1,134,485	1,540,015	477,016	1,062,999	7,135	39,780	1,016,084
Loan	30	Sommerset Suites	0.9%	12/31/2009	2,564,411	1,534,353	1,030,058	13.4%	12.0%	2,823,448	2,904,799	1,778,133	1,126,667	116,192		1,010,475
Loan	31	The Abby	0.9%	12/31/2009	1,160,172	362,615	797,557	10.4%	9.9%	973,229	1,213,151	355,377	857,774	9,778	32,640	815,356
Loan	32	Best Western Plus Half Moon Bay	0.8%	12/31/2009	2,289,164	1,657,200	631,964	14.2%	12.6%	2,954,316	3,119,785	2,004,508	1,115,277	124,791		990,486
Loan	33	Town East Tower	0.8%	12/31/2009	1,648,204	808,227	839,977	13.1%	11.7%	1,843,490	1,721,981	709,329	1,012,651	22,497	83,368	906,786
Loan	34	Park Place at Palm Bluffs	0.8%	12/31/2009	750,731	274,893	475,838	11.8%	11.2%	1,123,086	1,157,023	268,928	888,095	8,631	38,840	840,624
Loan	35	Granada Plaza	0.8%	12/31/2009	1,581,101	438,495	1,142,606	13.8%	12.3%	1,296,822	1,460,357	439,385	1,020,972	21,418	87,605	911,949
Loan	36	Van Buren Plaza	0.8%	12/31/2009	1,543,508	440,437	1,103,071	16.1%	15.0%	1,307,754	1,635,216	462,176	1,173,040	19,014	59,555	1,094,471
Loan	37	Nona Commons	0.8%	12/31/2009	1,248,138	486,969	761,169	15.4%	14.7%	1,264,813	1,480,926	367,914	1,113,011	12,325	36,712	1,063,974
Loan	38	1230 Teller Avenue	0.7%	12/31/2009	807,664	323,191	484,473	9.1%	8.8%	1,057,686	1,025,360	389,629	635,731	20,000		615,731
Loan	39	2765 Kingsbridge Terrace	0.7%	12/31/2009	833,906	341,586	492,320	8.9%	8.5%	979,175	949,800	371,227	578,573	22,500		556,073
Loan	40	Wesleyan Station	0.7%	12/31/2009	792,976	193,950	599,026	12.3%	11.2%	927,540	972,824	225,282	747,542	17,326	44,126	686,090
Loan	41	Centerville Shopping Center	0.6%	12/31/2009	1,083,094	349,238	733,856	9.9%	9.1%	801,632	939,085	342,293	596,792	10,321	39,652	546,820
Loan	42	Bridge Center	0.6%	12/31/2009	409,439	164,156	245,283	12.5%	11.1%	965,047	1,007,757	342,386	665,371	20,768	54,518	590,086
Loan	43	2012-2018 Broadway	0.5%	12/31/2009	880,357	262,731	617,626	14.1%	13.5%	1,027,810	1,019,920	313,723	706,197	1,630	30,020	674,547
Loan	44	2264 Creston Avenue	0.5%	12/31/2009	647,240	274,242	372,998	9.3%	9.0%	790,969	768,740	305,654	463,086	14,750		448,336
Loan	45	Breckenridge Apartments	0.5%					18.5%	17.2%	2,013,471	2,159,924	1,239,071	920,852	63,500		857,352
Loan	46	2773-2779 Briggs Avenue	0.5%	12/31/2009	580,325	199,538	380,787	8.9%	8.6%	641,733	622,481	218,616	403,865	11,603		392,262
Loan	47	Oaklee Plaza	0.5%					11.1%	10.2%	739,222	857,398	369,387	488,011	6,853	30,631	450,527
Loan	48	Candlewood Suites Augusta	0.4%	12/31/2009	1,699,841	947,977	751,864	19.9%	17.7%	1,800,267	1,814,978	1,001,360	813,619	90,000		723,619
Loan	49	Buffalo Storage	0.4%	12/31/2009	687,473	280,668	406,805	11.7%	11.4%	784,749	680,042	233,358	446,684	11,386		435,298
Loan	50	Best Western Carlyle Inn	0.3%	12/31/2009	1,296,229	899,830	396,399	19.4%	17.4%	1,539,783	1,631,535	1,010,964	620,571	65,261		555,310
Loan	51	Walgreens Ft. Lauderdale	0.3%	12/31/2009	327,979	15,147	312,832	10.2%	10.1%	344,280	360,181	33,514	326,667	2,869		323,798
Loan	52	East West Crossroads	0.2%	12/31/2009	165,297	102,353	62,944	16.8%	15.4%	529,261	502,823	139,697	363,126	5,833	25,221	332,072
Loan	53	116 Henwood Place	0.2%	12/31/2009	270,374	142,614	127,760	8.7%	8.1%	309,655	298,255	140,647	157,608	10,200		147,408
Loan	54	2390 Creston Avenue	0.2%					9.3%	8.9%	292,219	283,452	136,034	147,418	5,250		142,168

A-1-5

COMM 2012-CCRE1

ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

% of

Initial Pool

Ownership

Ground Lease

Ground Lease

Lease

Lease

Property Flag

ID

Property Name

Balance

Interest

Expiration (15)

Extension Terms (15)

Largest Tenant (16)

SF

Expiration (17)

2nd Largest Tenant (16)

SF

Expiration  (17)

3rd Largest Tenant (16)(18)

Loan

1

Crossgates Mall (24)

12.9%

Fee Simple

JCPenney

179,964

03/31/2014

Regal Crossgates 18

100,000

07/31/2022

Dick’s Sporting Goods

Loan

2

RiverTown Crossings Mall (24)(25)

5.9%

Fee Simple

Dick’s Sporting Goods

91,346

01/31/2016

Celebration Cinemas

86,410

12/31/2024

Barnes & Noble

Loan

3

Creekside Plaza

5.9%

Fee Simple

Regional Center of the East Bay

67,186

03/01/2030

Alameda Co. - General Services Agency

50,041

01/31/2019

TriNet Employer Group

Loan

4

Tek Park Business Center

4.8%

Fee Simple

Data Based Systems International

122,337

03/31/2018

CyOptic

103,000

10/31/2017

Buckeye Partners

Loan

5

Westgate Shopping Center

4.3%

Fee Simple

Lowe’s

119,701

06/20/2026

Kohl’s

94,500

04/30/2016

Marshalls

Loan

6

Bradley Arlington

4.3%

Fee Simple

Cystic Fibrosis Foundation

46,570

04/30/2019

CVS Pharmacy

14,200

11/30/2015

Camris International Inc.

Loan

7

New Hope Commons

3.7%

Fee Simple

Walmart

149,929

10/13/2015

Best Buy

45,000

01/31/2016

Buy Buy Baby

Loan

8

10912 & 10950 Washington Boulevard

3.2%

Fee Simple

NFL Enterprises, LLC

104,589

03/31/2015

SDI Media USA, Inc.

30,300

04/30/2016

All3Media Limited dba Studio Lambert

Loan

9

Crossroads Towne Center

3.2%

Fee Simple

Bed Bath & Beyond

29,982

01/31/2018

Euphoria

12,067

10/31/2014

Colleen & Tom Enterprises, Inc.

Loan

10

U-Haul Portfolio SAC 23

2.8%

Fee Simple

Property

10.01

U-Haul Center Addison

0.6%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

10.02

U-Haul Bricktown

0.3%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

10.03

U-Haul Center Coram

0.3%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

10.04

U-Haul Court Pulaski Highway

0.3%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

10.05

U-Haul Court Gentilly

0.3%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

10.06

U-Haul Kanis Road

0.2%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

10.07

U-Haul of Florin Road

0.2%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

10.08

U-Haul Rapid City

0.2%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

10.09

U-Haul Naco-Perrin

0.2%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

10.10

U-Haul Center Hazelwood

0.1%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

10.11

U-Haul Center 19th & Bell

0.1%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

11

251-259 West 36th Street

2.8%

Fee Simple

Grace Corporate Park, LLC

8,069

03/31/2014

Jacobs & Cohen, Inc.

8,068

07/31/2020

Ardyss International Inc.

Loan

12

Silver City Plaza

2.8%

Fee Simple

Ross Store, Inc.

32,000

01/31/2015

Denny’s, Inc.

4,765

03/25/2020

Crazy Ely

Loan

13

River Oaks West Apartments (26)

2.6%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

14

U-Haul Portfolio SAC 22

2.6%

Fee Simple

Property

14.01

U-Haul Center of Manassas Park

0.5%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

14.02

U-Haul Coon Rapids

0.4%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

14.03

U-Haul Moving & Storage of South Fort Worth

0.4%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

14.04

U-Haul Center Route 295

0.3%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

14.05

U-Haul Causeway Boulevard

0.3%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

14.06

U-Haul State Avenue

0.2%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

14.07

U-Haul West Ina Road

0.2%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

14.08

U-Haul Moving & Storage at Automall

0.1%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

14.09

U-Haul Moving & Storage of Springfield

0.1%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

14.10

U-Haul Moving & Storage at Jolly & Cedar

0.1%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

15

Cahuenga Mixed Use

2.5%

Fee Simple

L.A. Fitness, Intl.

44,100

07/24/2022

Icodia dba Added Value

30,975

12/31/2014

Universal Music Group

Loan

16

Harbour Towne

2.5%

Fee Simple/Leasehold

8/31/2040

None

I.K. Yacht Design

12,173

12/31/2012

HMY Yacht Sales

9,500

12/31/2012

Intrepid Southeast

Loan

17

Ocean City Quality Inn Portfolio

2.4%

Fee Simple

Property

17.01

Quality Inn Boardwalk

1.7%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

17.02

Quality Inn Oceanfront

0.7%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

18

Stone Creek Towne Center

2.1%

Fee Simple

Best Buy

30,000

01/31/2019

Bed Bath & Beyond

25,000

01/31/2018

Old Navy

Loan

19

Crowne Plaza Kansas City

1.7%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

20

NC Industrial Portfolio

1.5%

Fee Simple

Property

20.01

501 Black Satchel Drive

1.0%

Fee Simple

Home Depot

228,600

01/31/2022

NAP

NAP

NAP

NAP

Property

20.02

2900 Northwest Boulevard

0.5%

Fee Simple

Affinia Group, Inc

393,750

05/31/2023

NAP

NAP

NAP

NAP

Loan

21

Kelly Square

1.5%

Fee Simple

County of Fairfax

64,682

07/31/2020

Charles D. Kirksey, DDS

5,400

MTM

Washington First Bank

Loan

22

Claremont Corporate Center

1.5%

Fee Simple

Alterra Capital Holdings

21,211

05/09/2021

Catlin Insurance

10,560

04/30/2020

The Business Improvement Co.

Loan

23

Heald Colleges Portfolio

1.4%

Fee Simple

Property

23.01

Heald College Milpitas

1.0%

Fee Simple

Corinthian Colleges, Inc. d/b/a Heald College

55,430

02/28/2027

NAP

NAP

NAP

NAP

Property

23.02

Heald College Stockton

0.4%

Fee Simple

Corinthian Colleges, Inc. d/b/a Heald College

34,283

02/28/2027

NAP

NAP

NAP

NAP

Loan

24

Philadelphia Square

1.4%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

25

Citizen News Building

1.1%

Fee Simple

Partizan Entertainment, LLC

9,000

09/30/2017

Larson Studios

7,198

12/31/2020

Ideal 55 Wine Lockers

Loan

26

1460 Macombs Road

1.1%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

27

HIE San Luis Obispo

1.0%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

28

Soundview & Rosedale Avenue

1.0%

Fee Simple

Western Beef

30,657

08/31/2030

Cee & Cee S.B., LLC

24,000

01/31/2016

US Postal Service

Loan

29

Arts District Hyattsville

1.0%

Fee Simple

Busboys and Poets

9,889

08/31/2021

Yes! Organic Market

7,169

03/31/2021

Tara Thai

Loan

30

Sommerset Suites

0.9%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

31

The Abby

0.9%

Fee Simple

Office Depot

20,898

04/06/2019

Regency Beauty

6,000

08/10/2018

Ocean Dental

Loan

32

Best Western Plus Half Moon Bay

0.8%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

33

Town East Tower

0.8%

Fee Simple

SouthWest Rheumatology Research, LLC

6,865

07/31/2015

Ted B. Lyon & Associates, P.C.

6,610

06/30/2014

Orange County Container Group, LLC

Loan

34

Park Place at Palm Bluffs

0.8%

Fee Simple

The Venue - Mediterranean Grill

5,320

01/31/2017

Roe

5,080

09/30/2015

Eureka Burger!

Loan

35

Granada Plaza

0.8%

Fee Simple

Walgreens

18,286

02/28/2018

Outback Steakhouse

10,000

04/30/2014

TGI Fridays

Loan

36

Van Buren Plaza

0.8%

Fee Simple

dd’s Discounts

21,864

01/31/2019

NY Super Buffet

10,000

10/31/2013

Family Dollar

Loan

37

Nona Commons

0.8%

Fee Simple

Dhanani Investments

6,763

03/14/2015

Outback Steakhouse

5,797

10/31/2018

Tree House Pediatrics

Loan

38

1230 Teller Avenue

0.7%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

39

2765 Kingsbridge Terrace

0.7%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

40

Wesleyan Station

0.7%

Fee Simple

Kroger

45,528

06/30/2018

Tuesday Morning

7,200

01/15/2016

El Sombrero

Loan

41

Centerville Shopping Center

0.6%

Fee Simple

Publix Supermarkets

47,955

09/30/2015

Sassy Beauty Supply

6,150

06/30/2017

Majic Touch Cleaners

Loan

42

Bridge Center

0.6%

Fee Simple

Hilton Head Athletics, LLC

17,249

03/31/2024

Marco Polo Furniture

13,323

01/31/2017

Island Playground

Loan

43

2012-2018 Broadway

0.5%

Leasehold

5/6/2085

None

Immediate Medical Care

2,200

09/30/2013

68th St. Cafe Inc.

1,750

03/31/2019

Kostpres Holdings, LLC

Loan

44

2264 Creston Avenue

0.5%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

45

Breckenridge Apartments

0.5%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

46

2773-2779 Briggs Avenue

0.5%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

47

Oaklee Plaza

0.5%

Fee Simple

Discovery Clothing

9,000

01/31/2018

Athleti Co.

5,464

02/28/2016

Prestige Wine & Spirit

Loan

48

Candlewood Suites Augusta

0.4%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

49

Buffalo Storage

0.4%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

50

Best Western Carlyle Inn

0.3%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

51

Walgreens Ft. Lauderdale

0.3%

Fee Simple

Walgreens

14,345

12/31/2021

NAP

NAP

NAP

NAP

Loan

52

East West Crossroads

0.2%

Fee Simple

Dollar Tree

8,000

11/30/2019

Shoe Show

4,000

01/31/2015

Honey Baked Ham of Georgia

Loan

53

116 Henwood Place

0.2%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

54

2390 Creston Avenue

0.2%

Fee Simple

NAP

NAP

NAP

NAP

NAP

NAP

NAP

A-1-6

COMM 2012-CCRE1

ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

% of

Upfront

Initial Pool

Lease

Lease

Lease

Occupancy

Replacement

Property Flag

ID

Property Name

Balance

SF

Expiration  (17)

4th Largest Tenant (16)

SF

Expiration (17)

5th Largest Tenant (16)

SF

Expiration (17)

Occupancy (16)(19)

As-of Date

Reserves($)(20)

Loan

1

Crossgates Mall (24)

12.9%

80,000

01/31/2025

Burlington Coat Factory

64,582

09/30/2014

Forever 21

62,858

01/31/2021

90.3%

03/26/2012

Loan

2

RiverTown Crossings Mall (24)(25)

5.9%

25,848

01/31/2015

Old Navy

20,097

05/31/2016

Fye

13,347

01/31/2014

91.5%

03/31/2012

Loan

3

Creekside Plaza

5.9%

48,693

04/14/2017

Kaiser Foundation Health, Inc.

24,715

02/28/2013

Every Child Counts (Alameda County)

19,101

04/30/2013

100.0%

03/13/2012

Loan

4

Tek Park Business Center

4.8%

79,795

10/31/2021

Triton Services

42,811

03/31/2021

Aesculap Implant System

31,318

07/31/2021

84.1%

03/29/2012

Loan

5

Westgate Shopping Center

4.3%

30,000

09/30/2017

Earth Fare

27,246

12/31/2026

Petco

20,248

10/31/2017

91.7%

01/31/2012

Loan

6

Bradley Arlington

4.3%

8,460

02/28/2016

Bethesda Chevy Chase Surgery Center LLC

6,090

01/31/2021

The Neurology Center P.A.

5,687

12/31/2021

94.9%

02/01/2012

Loan

7

New Hope Commons

3.7%

31,999

01/31/2020

Marshalls

30,311

01/31/2016

Barnes & Noble

25,200

02/01/2014

98.7%

02/27/2012

Loan

8

10912 & 10950 Washington Boulevard

3.2%

20,047

06/30/2013

Crescent Bay Software Corp.

2,174

07/31/2013

D-Two Design

425

MTM

100.0%

01/31/2012

Loan

9

Crossroads Towne Center

3.2%

11,181

03/31/2017

L.P.Doyle, Inc.

7,000

12/31/2013

Bank of America

5,150

08/31/2027

95.2%

04/01/2012

Loan

10

U-Haul Portfolio SAC 23

2.8%

83.3%

03/23/2012

251,000

Property

10.01

U-Haul Center Addison

0.6%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

89.4%

03/23/2012

Property

10.02

U-Haul Bricktown

0.3%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

85.9%

03/23/2012

Property

10.03

U-Haul Center Coram

0.3%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

88.5%

03/23/2012

Property

10.04

U-Haul Court Pulaski Highway

0.3%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

78.3%

03/23/2012

Property

10.05

U-Haul Court Gentilly

0.3%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

54.1%

03/23/2012

Property

10.06

U-Haul Kanis Road

0.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

94.9%

03/23/2012

Property

10.07

U-Haul of Florin Road

0.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

84.4%

03/23/2012

Property

10.08

U-Haul Rapid City

0.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

89.1%

03/23/2012

Property

10.09

U-Haul Naco-Perrin

0.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

86.0%

03/23/2012

Property

10.10

U-Haul Center Hazelwood

0.1%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

89.1%

03/23/2012

Property

10.11

U-Haul Center 19th & Bell

0.1%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

70.3%

03/23/2012

Loan

11

251-259 West 36th Street

2.8%

6,200

06/19/2015

Deutsche Bank AG (New York Branch)

5,939

03/31/2016

El Mundo Furniture

4,750

03/31/2016

98.6%

04/24/2012

Loan

12

Silver City Plaza

2.8%

2,418

08/31/2016

7-Eleven

2,200

10/31/2014

Paramount Marketing Consulting

200

02/28/2015

100.0%

03/28/2012

Loan

13

River Oaks West Apartments (26)

2.6%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

85.6%

01/31/2012

Loan

14

U-Haul Portfolio SAC 22

2.6%

85.3%

01/31/2012

230,000

Property

14.01

U-Haul Center of Manassas Park

0.5%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

88.1%

01/31/2012

Property

14.02

U-Haul Coon Rapids

0.4%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

90.1%

01/31/2012

Property

14.03

U-Haul Moving & Storage of South Fort Worth

0.4%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

82.8%

01/31/2012

Property

14.04

U-Haul Center Route 295

0.3%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

80.4%

01/31/2012

Property

14.05

U-Haul Causeway Boulevard

0.3%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

85.0%

01/31/2012

Property

14.06

U-Haul State Avenue

0.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

80.6%

01/31/2012

Property

14.07

U-Haul West Ina Road

0.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

88.9%

01/31/2012

Property

14.08

U-Haul Moving & Storage at Automall

0.1%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

75.3%

01/31/2012

Property

14.09

U-Haul Moving & Storage of Springfield

0.1%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

92.4%

01/31/2012

Property

14.10

U-Haul Moving & Storage at Jolly & Cedar

0.1%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

84.1%

01/31/2012

Loan

15

Cahuenga Mixed Use

2.5%

10,382

04/30/2019

Abominable Pictures

4,516

11/30/2012

Bitmax, LLC

2,110

05/31/2015

98.5%

04/30/2012

Loan

16

Harbour Towne

2.5%

7,000

12/31/2015

Sun Power Diesel and Marine

4,931

MTM

Treichel Marine

4,500

MTM

92.7%

03/31/2012

Loan

17

Ocean City Quality Inn Portfolio

2.4%

57.6%

02/29/2012

Property

17.01

Quality Inn Boardwalk

1.7%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

57.5%

02/29/2012

Property

17.02

Quality Inn Oceanfront

0.7%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

57.8%

02/29/2012

Loan

18

Stone Creek Towne Center

2.1%

15,000

08/31/2017

Lane Bryant

6,600

01/31/2018

Rue 21

6,050

01/31/2017

98.4%

02/22/2012

Loan

19

Crowne Plaza Kansas City

1.7%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

57.3%

01/31/2012

175,105

Loan

20

NC Industrial Portfolio

1.5%

100.0%

Various

131,500

Property

20.01

501 Black Satchel Drive

1.0%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

01/31/2012

Property

20.02

2900 Northwest Boulevard

0.5%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

02/15/2012

Loan

21

Kelly Square

1.5%

2,074

08/18/2020

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

02/28/2012

Loan

22

Claremont Corporate Center

1.5%

3,952

01/31/2016

Jasinkiewicz Capital Management

3,794

02/18/2016

Claremont Realty Group LLC

2,465

04/30/2020

100.0%

04/01/2012

Loan

23

Heald Colleges Portfolio

1.4%

100.0%

05/06/2012

Property

23.01

Heald College Milpitas

1.0%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

05/06/2012

Property

23.02

Heald College Stockton

0.4%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

05/06/2012

Loan

24

Philadelphia Square

1.4%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

02/24/2012

Loan

25

Citizen News Building

1.1%

7,045

11/14/2018

Musikvergnuegen, Inc.

4,996

04/30/2014

Prologue Pictures

4,820

01/31/2017

89.5%

02/01/2012

Loan

26

1460 Macombs Road

1.1%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

12/19/2011

Loan

27

HIE San Luis Obispo

1.0%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

77.9%

12/31/2011

Loan

28

Soundview & Rosedale Avenue

1.0%

2,194

06/30/2015

NY Community Financial

1,260

03/31/2013

Franchise Cleaners Corp

1,140

03/31/2013

100.0%

02/21/2012

Loan

29

Arts District Hyattsville

1.0%

2,465

06/30/2021

Chipotle Mexican Grill

2,425

05/31/2021

Elevation Burger

2,360

04/30/2021

100.0%

03/13/2012

Loan

30

Sommerset Suites

0.9%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

84.1%

12/31/2011

Loan

31

The Abby

0.9%

5,000

02/10/2014

Hea Café

2,290

02/28/2018

Cabo Bob’s

2,200

05/07/2013

96.0%

04/24/2012

Loan

32

Best Western Plus Half Moon Bay

0.8%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

74.3%

12/31/2011

Loan

33

Town East Tower

0.8%

5,770

04/30/2015

Texas Municipal League Intergovernmental Risk Pool

5,576

11/30/2012

AmeraTex Energy, Inc.

4,421

06/30/2013

94.4%

01/31/2012

Loan

34

Park Place at Palm Bluffs

0.8%

2,882

11/30/2015

Thai Palms

2,685

02/28/2017

Wahoo’s Fish Tacos

2,275

08/31/2017

82.1%

04/18/2012

Loan

35

Granada Plaza

0.8%

7,000

12/31/2016

Tuscan Market

7,000

03/31/2018

Peach Valley Café

5,000

02/28/2022

89.0%

03/01/2012

Loan

36

Van Buren Plaza

0.8%

10,000

06/30/2021

99C Outlet + Up

10,000

09/30/2014

Aaron’s Sales & Leasing

6,330

10/03/2015

96.3%

09/01/2011

Loan

37

Nona Commons

0.8%

4,162

04/17/2017

Anytime Fitness

3,950

09/30/2014

Hudson McMurtrie

3,515

02/28/2013

84.9%

12/31/2011

Loan

38

1230 Teller Avenue

0.7%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

98.7%

10/18/2011

Loan

39

2765 Kingsbridge Terrace

0.7%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

97.3%

01/24/2012

Loan

40

Wesleyan Station

0.7%

6,000

09/30/2014

Macon Crossfit

3,240

01/15/2013

LaBerry Yogurt

2,400

07/31/2014

92.0%

12/31/2011

Loan

41

Centerville Shopping Center

0.6%

1,400

07/31/2013

Hong Kong

1,400

11/30/2014

GNC

1,400

02/28/2017

94.4%

02/29/2012

148,407

Loan

42

Bridge Center

0.6%

7,555

02/28/2013

Edwin Watts Golf

6,861

02/28/2016

Hana Sushi

4,280

10/31/2016

79.7%

02/10/2012

Loan

43

2012-2018 Broadway

0.5%

900

01/31/2016

2018 Broadway Realty Corp.

890

02/28/2014

Trevi Nail Corp.

780

08/31/2015

100.0%

03/13/2012

Loan

44

2264 Creston Avenue

0.5%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

98.3%

01/24/2012

Loan

45

Breckenridge Apartments

0.5%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

96.9%

02/27/2012

Loan

46

2773-2779 Briggs Avenue

0.5%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

01/09/2012

Loan

47

Oaklee Plaza

0.5%

4,000

07/31/2013

Malincho, Inc.

2,790

11/30/2012

US Dental Group

2,724

09/30/2019

96.2%

02/27/2012

Loan

48

Candlewood Suites Augusta

0.4%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

90.9%

10/31/2011

Loan

49

Buffalo Storage

0.4%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

89.9%

03/25/2012

Loan

50

Best Western Carlyle Inn

0.3%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

87.3%

12/31/2011

Loan

51

Walgreens Ft. Lauderdale

0.3%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

01/23/2012

Loan

52

East West Crossroads

0.2%

2,940

12/31/2014

Thomas Dental Group

2,520

05/31/2016

State Farm Insurance

1,680

11/30/2014

75.9%

12/31/2011

Loan

53

116 Henwood Place

0.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

96.7%

12/19/2011

Loan

54

2390 Creston Avenue

0.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

100.0%

11/09/2011

A-1-7

COMM 2012-CCRE1
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of	Monthly	Upfront	Monthly	Upfront	Monthly	Upfront
			Initial Pool	Replacement	TI/LC	TI/LC	Tax	Tax	Insurance
Property Flag	ID	Property Name	Balance	Reserves ($)(21)	Reserves ($)(20)	Reserves ($)(21)	Reserves ($)(20)	Reserves ($)(21)	Reserves($)(20)
Loan	1	Crossgates Mall (24)	12.9%	23,666	1,863,853	86,871	3,850,000	550,000
Loan	2	RiverTown Crossings Mall (24)(25)	5.9%	Springing		Springing	1,643,154	203,887
Loan	3	Creekside Plaza	5.9%	4,750	750,000	13,000	70,866	35,433	22,048
Loan	4	Tek Park Business Center	4.8%	10,638	3,200,000	Springing	307,375	35,036	14,767
Loan	5	Westgate Shopping Center	4.3%	Springing				Springing
Loan	6	Bradley Arlington	4.3%	2,489	442,000	16,051	248,000	31,000	6,909
Loan	7	New Hope Commons	3.7%	Springing		Springing		Springing
Loan	8	10912 & 10950 Washington Boulevard	3.2%	2,648		16,549		44,167
Loan	9	Crossroads Towne Center	3.2%	1,860		10,539	32,000	16,000	144,215
Loan	10	U-Haul Portfolio SAC 23	2.8%	Springing			278,197	Springing
Property	10.01	U-Haul Center Addison	0.6%
Property	10.02	U-Haul Bricktown	0.3%
Property	10.03	U-Haul Center Coram	0.3%
Property	10.04	U-Haul Court Pulaski Highway	0.3%
Property	10.05	U-Haul Court Gentilly	0.3%
Property	10.06	U-Haul Kanis Road	0.2%
Property	10.07	U-Haul of Florin Road	0.2%
Property	10.08	U-Haul Rapid City	0.2%
Property	10.09	U-Haul Naco-Perrin	0.2%
Property	10.10	U-Haul Center Hazelwood	0.1%
Property	10.11	U-Haul Center 19th & Bell	0.1%
Loan	11	251-259 West 36th Street	2.8%	1,988	500,000	Springing	270,833	54,167	40,600
Loan	12	Silver City Plaza	2.8%	520		2,599	17,200	8,600	5,377
Loan	13	River Oaks West Apartments (26)	2.6%	9,630			411,000	59,167	96,493
Loan	14	U-Haul Portfolio SAC 22	2.6%	Springing			308,551	Springing
Property	14.01	U-Haul Center of Manassas Park	0.5%
Property	14.02	U-Haul Coon Rapids	0.4%
Property	14.03	U-Haul Moving & Storage of South Fort Worth	0.4%
Property	14.04	U-Haul Center Route 295	0.3%
Property	14.05	U-Haul Causeway Boulevard	0.3%
Property	14.06	U-Haul State Avenue	0.2%
Property	14.07	U-Haul West Ina Road	0.2%
Property	14.08	U-Haul Moving & Storage at Automall	0.1%
Property	14.09	U-Haul Moving & Storage of Springfield	0.1%
Property	14.10	U-Haul Moving & Storage at Jolly & Cedar	0.1%
Loan	15	Cahuenga Mixed Use	2.5%	3,281		5,971	135,000	27,000	16,466
Loan	16	Harbour Towne	2.5%	18,581			369,000	61,500	426,467
Loan	17	Ocean City Quality Inn Portfolio	2.4%	4% of Gross Revenues of immediately preceding calendar month			340,758	34,076
Property	17.01	Quality Inn Boardwalk	1.7%
Property	17.02	Quality Inn Oceanfront	0.7%
Loan	18	Stone Creek Towne Center	2.1%	Springing				Springing
Loan	19	Crowne Plaza Kansas City	1.7%	1/12 of 4.2% of Gross Revenues based on the prior year			112,000	28,000	70,362
Loan	20	NC Industrial Portfolio	1.5%	7,779	200,000	4,167	39,750	13,250	24,163
Property	20.01	501 Black Satchel Drive	1.0%
Property	20.02	2900 Northwest Boulevard	0.5%
Loan	21	Kelly Square	1.5%	1,203		6,013	64,000	10,667	7,757
Loan	22	Claremont Corporate Center	1.5%	700		3,499	14,688	14,688	3,983
Loan	23	Heald Colleges Portfolio	1.4%	Springing		Springing		Springing
Property	23.01	Heald College Milpitas	1.0%
Property	23.02	Heald College Stockton	0.4%
Loan	24	Philadelphia Square	1.4%	3,345		589	43,000	10,750	3,948
Loan	25	Citizen News Building	1.1%	1,019	60,000	3,669.42 (plus the lesser of (a) $2,446 or (b) the greater of 0 or NCF less Monthly Debt Service)	10,500	10,500	20,769
Loan	26	1460 Macombs Road	1.1%	2,417			35,200	17,600	26,729
Loan	27	HIE San Luis Obispo	1.0%	4% of Gross Revenues of immediately preceding calendar month			13,783	6,547	13,958
Loan	28	Soundview & Rosedale Avenue	1.0%	1,051	150,000	Springing	83,667	20,917
Loan	29	Arts District Hyattsville	1.0%	595	736,860	3,315	32,667	4,083	3,130
Loan	30	Sommerset Suites	0.9%	4% of Gross Revenues of immediately preceding calendar month			16,085	7,331	9,874
Loan	31	The Abby	0.9%	816	350,000	2,648	79,167	15,833	14,086
Loan	32	Best Western Plus Half Moon Bay	0.8%	4% of Gross Revenues of immediately preceding calendar month			23,809	9,546	9,815
Loan	33	Town East Tower	0.8%	1,875		6,749	23,333	11,667	18,762
Loan	34	Park Place at Palm Bluffs	0.8%	719	50,000	3,237	14,667	7,333	1,788
Loan	35	Granada Plaza	0.8%	1,785	100,000	7,139	60,083	8,583	33,473
Loan	36	Van Buren Plaza	0.8%	1,585		3,367	61,000	15,250	6,975
Loan	37	Nona Commons	0.8%	1,027	100,000	3,081	57,083	11,417	9,834
Loan	38	1230 Teller Avenue	0.7%	1,667			7,750	5,833	15,963
Loan	39	2765 Kingsbridge Terrace	0.7%	1,869			11,875	7,917	24,750
Loan	40	Wesleyan Station	0.7%	1,444		3,610	54,600	8,400	7,178
Loan	41	Centerville Shopping Center	0.6%	860	75,000	4,250	45,500	9,100	9,934
Loan	42	Bridge Center	0.6%	1,731		4,167	17,667	8,833	26,916
Loan	43	2012-2018 Broadway	0.5%	136	100,000	4,167	42,588	4,259	1,613
Loan	44	2264 Creston Avenue	0.5%	1,229			14,667	3,667	20,450
Loan	45	Breckenridge Apartments	0.5%	5,292			9,000	9,000	31,339
Loan	46	2773-2779 Briggs Avenue	0.5%	967			5,625	3,750	32,250
Loan	47	Oaklee Plaza	0.5%	571		2,700	20,333	20,333	3,910
Loan	48	Candlewood Suites Augusta	0.4%	1/12 of 5% of Gross Revenues based on the prior year			11,250	3,750	5,491
Loan	49	Buffalo Storage	0.4%	822			5,800	2,900	1,291
Loan	50	Best Western Carlyle Inn	0.3%	4% of Gross Revenues of immediately preceding calendar month			7,908	2,636	4,416
Loan	51	Walgreens Ft. Lauderdale	0.3%	240		Springing		Springing	5,559
Loan	52	East West Crossroads	0.2%	486		2,090	32,667	4,083	3,936
Loan	53	116 Henwood Place	0.2%	850			5,333	2,667	7,015
Loan	54	2390 Creston Avenue	0.2%	438			4,083	4,083	1,451

A-1-8

COMM 2012-CCRE1
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of	Monthly	Upfront		Other	Environmental
			Initial Pool	Insurance	Engineering	Other	Reserves	Report	Engineering	Loan
Property Flag	ID	Property Name	Balance	Reserves ($)(21)	Reserve($)(20)	Reserves ($)(20)(21)(22)	Description (22)	Date (23)	Report Date	Purpose
Loan	1	Crossgates Mall (24)	12.9%	Springing	212,000			03/14/2012	03/13/2012	Refinance
Loan	2	RiverTown Crossings Mall (24)(25)	5.9%	Springing		568,868	Unfunded Obligations: Uccellos of Grandville ($325,000), Teavana ($121,968), Love Culture ($121,900)	05/23/2011	05/20/2011	Refinance
Loan	3	Creekside Plaza	5.9%	2,793		600,000	Kaiser Rollover Reserve	03/07/2012	03/07/2012	Refinance
Loan	4	Tek Park Business Center	4.8%	14,767	70,625	Springing	Buckeye Sweep Funds (Monthly: Springing)	08/26/2011	08/26/2011	Acquisition
Loan	5	Westgate Shopping Center	4.3%	Springing		Springing	Marshalls Reserve (Monthly: $50,000); Kohl’s Reserve (Monthly: $78,750); Special Cash Trap Rollover Reserve (Springing)	03/01/2012	02/21/2012	Acquisition
Loan	6	Bradley Arlington	4.3%	3,455	2,125			02/10/2012	02/09/2012	Refinance
Loan	7	New Hope Commons	3.7%	Springing				02/10/2012	02/10/2012	Refinance
Loan	8	10912 & 10950 Washington Boulevard	3.2%	Springing		Springing	NFL Reserve (Springing); Large Tenant Reserve (Springing)	03/05/2012	12/27/2011	Refinance
Loan	9	Crossroads Towne Center	3.2%	12,018	53,673	1,250	Anytime Fitness Reserve (Monthly: $1,250)	04/27/2012	03/16/2012	Refinance
Loan	10	U-Haul Portfolio SAC 23	2.8%	Springing	509,100	33,914	Naco-Perrin Reserve			Refinance
Property	10.01	U-Haul Center Addison	0.6%					02/03/2012	02/02/2012
Property	10.02	U-Haul Bricktown	0.3%					02/03/2012	02/02/2012
Property	10.03	U-Haul Center Coram	0.3%					02/03/2012	02/02/2012
Property	10.04	U-Haul Court Pulaski Highway	0.3%					02/03/2012	02/02/2012
Property	10.05	U-Haul Court Gentilly	0.3%					02/03/2012	02/02/2012
Property	10.06	U-Haul Kanis Road	0.2%					02/03/2012	02/02/2012
Property	10.07	U-Haul of Florin Road	0.2%					02/03/2012	02/02/2012
Property	10.08	U-Haul Rapid City	0.2%					03/16/2012	04/04/2012
Property	10.09	U-Haul Naco-Perrin	0.2%					02/03/2012	02/02/2012
Property	10.10	U-Haul Center Hazelwood	0.1%					02/03/2012	02/02/2012
Property	10.11	U-Haul Center 19th & Bell	0.1%					02/03/2012	02/02/2012
Loan	11	251-259 West 36th Street	2.8%	3,383	33,750			03/29/2012	03/29/2012	Refinance
Loan	12	Silver City Plaza	2.8%	448		Springing	Ross Reserve (Springing)	04/05/2012	03/22/2012	Refinance
Loan	13	River Oaks West Apartments (26)	2.6%	10,721				05/01/2012	03/08/2012	Refinance
Loan	14	U-Haul Portfolio SAC 22	2.6%	Springing	234,995					Refinance
Property	14.01	U-Haul Center of Manassas Park	0.5%					02/03/2012	02/03/2012
Property	14.02	U-Haul Coon Rapids	0.4%					02/03/2012	02/02/2012
Property	14.03	U-Haul Moving & Storage of South Fort Worth	0.4%					02/03/2012	02/03/2012
Property	14.04	U-Haul Center Route 295	0.3%					02/03/2012	02/02/2012
Property	14.05	U-Haul Causeway Boulevard	0.3%					02/03/2012	02/02/2012
Property	14.06	U-Haul State Avenue	0.2%					02/03/2012	02/02/2012
Property	14.07	U-Haul West Ina Road	0.2%					02/03/2012	02/02/2012
Property	14.08	U-Haul Moving & Storage at Automall	0.1%					02/03/2012	02/02/2012
Property	14.09	U-Haul Moving & Storage of Springfield	0.1%					02/03/2012	02/02/2012
Property	14.10	U-Haul Moving & Storage at Jolly & Cedar	0.1%					02/03/2012	02/02/2012
Loan	15	Cahuenga Mixed Use	2.5%	7,933				01/12/2012	12/09/2011	Refinance
Loan	16	Harbour Towne	2.5%	62,249	887,500	Springing	Dry Dock Boat Slip Reserve (Springing); Ground Rent Reserve (Springing)	05/09/2012	04/20/2012	Refinance
Loan	17	Ocean City Quality Inn Portfolio	2.4%	Springing	58,125	512,500	Seasonality Reserve (Upfront: $300,000; Monthly: Excess Cash Flow); PIP Reserve (Upfront: $212,500)			Refinance
Property	17.01	Quality Inn Boardwalk	1.7%					04/16/2012	04/17/2012
Property	17.02	Quality Inn Oceanfront	0.7%					04/16/2012	04/17/2012
Loan	18	Stone Creek Towne Center	2.1%	Springing		Springing	Best Buy Reserve (Monthly: $37,500); Bed Bath & Beyond Reserve (Monthly: $31,250)	11/10/2011	11/08/2011	Acquisition
Loan	19	Crowne Plaza Kansas City	1.7%	8,795		410,900	Seasonality Reserve (Upfront: $210,900; Monthly: $26,363); TIF Debt Service Reserve (Upfront: $200,000)	10/26/2011	10/27/2011	Refinance
Loan	20	NC Industrial Portfolio	1.5%	2,416	110,000					Acquisition/Refinance
Property	20.01	501 Black Satchel Drive	1.0%					02/07/2012	02/01/2012
Property	20.02	2900 Northwest Boulevard	0.5%					02/07/2012	02/01/2012
Loan	21	Kelly Square	1.5%	705				04/26/2012	03/08/2012	Refinance
Loan	22	Claremont Corporate Center	1.5%	1,328		Springing	Catlin/Alterra Reserve (Monthly: Springing)	03/23/2012	03/22/2012	Refinance
Loan	23	Heald Colleges Portfolio	1.4%	Springing		Springing	Lease Sweep Funds (Monthly: Springing)			Acquisition
Property	23.01	Heald College Milpitas	1.0%					02/06/2012	02/03/2012
Property	23.02	Heald College Stockton	0.4%					02/06/2012	02/03/2012
Loan	24	Philadelphia Square	1.4%	3,948		905,970	Earnout Reserve (Upfront: $550,000); Debt Service Reserve (Upfront: $355,970)	02/07/2012	02/01/2012	Refinance
Loan	25	Citizen News Building	1.1%	4,013	8,415	67,057	Rent Abatement Reserve	03/05/2012	12/30/2011	Refinance
Loan	26	1460 Macombs Road	1.1%	3,325	34,063			12/09/2011	12/08/2011	Refinance
Loan	27	HIE San Luis Obispo	1.0%	4,653	6,250	37,500	Seasonality Reserve (Upfront: $37,500; Monthly: Excess Cash Flow)	01/26/2012	01/26/2012	Refinance
Loan	28	Soundview & Rosedale Avenue	1.0%					02/01/2012	01/30/2012	Refinance
Loan	29	Arts District Hyattsville	1.0%	626		29,900	Spice 6 Reserve	03/07/2012	03/06/2012	Refinance
Loan	30	Sommerset Suites	0.9%	3,291				01/26/2012	01/26/2012	Refinance
Loan	31	The Abby	0.9%	2,012				04/26/2012	03/16/2012	Refinance
Loan	32	Best Western Plus Half Moon Bay	0.8%	3,272	21,825	87,500	Seasonality Reserve (Upfront: $87,500; Monthly: Excess Cash Flow)	01/25/2012	01/26/2012	Refinance
Loan	33	Town East Tower	0.8%	3,382	7,500			01/12/2012	01/12/2012	Refinance
Loan	34	Park Place at Palm Bluffs	0.8%	298		326,832	Earnout Reserve (Upfront: $300,000); Rent Abatement Reserve (Upfront: $26,832); 2017 Rollover Reserve (Springing)	05/07/2012	03/13/2012	Refinance
Loan	35	Granada Plaza	0.8%	4,184	27,757	18,567	Flamingo Rose Boutique Reserve (Upfront: $18,567); Walgreens Rollover Reserve (Springing)	04/19/2012	03/23/2012	Refinance
Loan	36	Van Buren Plaza	0.8%	2,325		500,000	dd’s Discount Reserve	10/13/2011	10/13/2011	Acquisition
Loan	37	Nona Commons	0.8%	2,459	9,500			01/24/2012	01/23/2012	Refinance
Loan	38	1230 Teller Avenue	0.7%	2,259	13,125	15,000	Environmental Reserve	11/21/2011	11/18/2011	Refinance
Loan	39	2765 Kingsbridge Terrace	0.7%	2,750	23,000			01/25/2012	01/25/2012	Refinance
Loan	40	Wesleyan Station	0.7%	653	184,700	Springing	Tenant Extension Reserve (Springing)	02/22/2012	02/22/2012	Acquisition
Loan	41	Centerville Shopping Center	0.6%	1,104		153,549	Tenant Reserves (Upfront: $153,549); Publix/Anchor Rollover Reserve (Springing)	01/17/2012	01/20/2012	Refinance
Loan	42	Bridge Center	0.6%	4,922		42,320	Hana Sushi & Pino Gelato Rent Reserve	12/15/2011	12/15/2011	Refinance
Loan	43	2012-2018 Broadway	0.5%	264	6,250			03/23/2012	03/22/2012	Refinance
Loan	44	2264 Creston Avenue	0.5%	2,072	9,813			01/25/2012	01/25/2012	Refinance
Loan	45	Breckenridge Apartments	0.5%	3,482	1,938			12/12/2011	12/12/2011	Refinance
Loan	46	2773-2779 Briggs Avenue	0.5%	3,583	24,250			02/14/2012	02/13/2012	Refinance
Loan	47	Oaklee Plaza	0.5%	559	23,125			12/14/2011	12/14/2011	Acquisition
Loan	48	Candlewood Suites Augusta	0.4%	915				01/04/2012	12/14/2011	Refinance
Loan	49	Buffalo Storage	0.4%	645				04/03/2012	04/03/2012	Refinance
Loan	50	Best Western Carlyle Inn	0.3%	1,472	5,781			01/26/2012	01/26/2012	Refinance
Loan	51	Walgreens Ft. Lauderdale	0.3%	Springing	78,188			12/30/2011	12/29/2011	Refinance
Loan	52	East West Crossroads	0.2%	562				12/12/2011	12/09/2011	Acquisition
Loan	53	116 Henwood Place	0.2%	866	14,438			12/09/2011	12/08/2011	Refinance
Loan	54	2390 Creston Avenue	0.2%	682	15,188			07/28/2011	07/28/2011	Refinance

A-1-9

COMM 2012-CCRE1
ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
			% of
			Initial Pool
Property Flag	ID	Property Name	Balance	Sponsor	Guarantor
Loan	1	Crossgates Mall (24)	12.9%	Pyramid Crossgates Company	Pyramid Crossgates Company
Loan	2	RiverTown Crossings Mall (24)(25)	5.9%	General Growth Properties, Inc.	GGP Limited Partnership
Loan	3	Creekside Plaza	5.9%	David Irmer; T. Lawrence Jett	David Irmer; T. Lawrence Jett
Loan	4	Tek Park Business Center	4.8%	Pinchos D. Shemano	Pinchos D. Shemano
Loan	5	Westgate Shopping Center	4.3%	Inland Real Estate Corporation	Inland Real Estate Corporation
Loan	6	Bradley Arlington	4.3%	Robert Scheer; Gregory B. Fernebok	Robert Scheer; Gregory B. Fernebok
Loan	7	New Hope Commons	3.7%	Kimco Income Operating Partnership, L.P.	Kimco Income Operating Partnership, L.P.
Loan	8	10912 & 10950 Washington Boulevard	3.2%	Hudson Pacific Properties, L.P.	Hudson Pacific Properties, L.P.
Loan	9	Crossroads Towne Center	3.2%	Brian M. Good; Steven C. Good	Brian M. Good; Steven C. Good
Loan	10	U-Haul Portfolio SAC 23	2.8%	SAC Holding Corporation; Blackwater Investments, Inc.	SAC Holding Corporation; Blackwater Investments, Inc.
Property	10.01	U-Haul Center Addison	0.6%
Property	10.02	U-Haul Bricktown	0.3%
Property	10.03	U-Haul Center Coram	0.3%
Property	10.04	U-Haul Court Pulaski Highway	0.3%
Property	10.05	U-Haul Court Gentilly	0.3%
Property	10.06	U-Haul Kanis Road	0.2%
Property	10.07	U-Haul of Florin Road	0.2%
Property	10.08	U-Haul Rapid City	0.2%
Property	10.09	U-Haul Naco-Perrin	0.2%
Property	10.10	U-Haul Center Hazelwood	0.1%
Property	10.11	U-Haul Center 19th & Bell	0.1%
Loan	11	251-259 West 36th Street	2.8%	Faraj Srour; Eliot Stavrach	Faraj Srour; Eliot Stavrach
Loan	12	Silver City Plaza	2.8%	William O. Passo; PASSCO Companies, LLC	William O. Passo; PASSCO Companies, LLC
Loan	13	River Oaks West Apartments (26)	2.6%	Enriko Sasson	Enriko Sasson
Loan	14	U-Haul Portfolio SAC 22	2.6%	SAC Holding Corporation; Blackwater Investments, Inc.	SAC Holding Corporation; Blackwater Investments, Inc.
Property	14.01	U-Haul Center of Manassas Park	0.5%
Property	14.02	U-Haul Coon Rapids	0.4%
Property	14.03	U-Haul Moving & Storage of South Fort Worth	0.4%
Property	14.04	U-Haul Center Route 295	0.3%
Property	14.05	U-Haul Causeway Boulevard	0.3%
Property	14.06	U-Haul State Avenue	0.2%
Property	14.07	U-Haul West Ina Road	0.2%
Property	14.08	U-Haul Moving & Storage at Automall	0.1%
Property	14.09	U-Haul Moving & Storage of Springfield	0.1%
Property	14.10	U-Haul Moving & Storage at Jolly & Cedar	0.1%
Loan	15	Cahuenga Mixed Use	2.5%	Kennington Ltd., Inc.; Jerome Janger	Kennington Ltd., Inc.; Jerome Janger
Loan	16	Harbour Towne	2.5%	Michael Sachs; Westrec Financial, Inc.	Michael Sachs; Westrec Financial, Inc.
Loan	17	Ocean City Quality Inn Portfolio	2.4%	Hale Harrison; John H. Harrison	Hale Harrison; John H. Harrison
Property	17.01	Quality Inn Boardwalk	1.7%
Property	17.02	Quality Inn Oceanfront	0.7%
Loan	18	Stone Creek Towne Center	2.1%	Inland Real Estate Corporation	INP Retail L.P.
Loan	19	Crowne Plaza Kansas City	1.7%	Hotel Group Opportunity Fund III, LLC; Edmond A. Lee	Hotel Group Opportunity Fund III, LLC; Edmond A. Lee
Loan	20	NC Industrial Portfolio	1.5%	Neal S. Shalom; Lewis Heafitz; Donald A. Levine	Neal S. Shalom; Lewis Heafitz; Donald A. Levine
Property	20.01	501 Black Satchel Drive	1.0%
Property	20.02	2900 Northwest Boulevard	0.5%
Loan	21	Kelly Square	1.5%	Stephen A. Goldberg	Stephen A. Goldberg
Loan	22	Claremont Corporate Center	1.5%	Christopher J. Innes	Christopher J. Innes
Loan	23	Heald Colleges Portfolio	1.4%	STORE Capital Corporation	STORE Capital Corporation
Property	23.01	Heald College Milpitas	1.0%
Property	23.02	Heald College Stockton	0.4%
Loan	24	Philadelphia Square	1.4%	Gregory J. Sipos; Sandra A. Sipos; Bradley Martineau; Tanya L.K. Martineau; Richard Miller; Lori Miller	Gregory J. Sipos; Sandra A. Sipos; Bradley Martineau; Tanya L.K. Martineau; Richard Miller; Lori Miller
Loan	25	Citizen News Building	1.1%	Brentwood Capital Partners I, LP; Andrew Sobel; Paul Slye	Brentwood Capital Partners I, LP; Andrew Sobel; Paul Slye
Loan	26	1460 Macombs Road	1.1%	Marilyn Finkelstein	Marilyn Finkelstein
Loan	27	HIE San Luis Obispo	1.0%	Invest West Financial Corporation	Invest West Financial Corporation
Loan	28	Soundview & Rosedale Avenue	1.0%	Sarene Shanus; Corey Shanus	Sarene Shanus; Corey Shanus
Loan	29	Arts District Hyattsville	1.0%	Guy E. Silverman; Marc S. Ratner	Guy E. Silverman; Marc S. Ratner
Loan	30	Sommerset Suites	0.9%	Invest West Financial Corporation	Invest West Financial Corporation
Loan	31	The Abby	0.9%	Kent M. Stainback	Kent M. Stainback
Loan	32	Best Western Plus Half Moon Bay	0.8%	Invest West Financial Corporation	Invest West Financial Corporation
Loan	33	Town East Tower	0.8%	St. Joseph Holdings Co., Inc.; Daniel P. Wenz	St. Joseph Holdings Co., Inc.; Daniel P. Wenz
Loan	34	Park Place at Palm Bluffs	0.8%	Clifford H. Tutelian	Clifford H. Tutelian
Loan	35	Granada Plaza	0.8%	Linda S. Neubauer; David F. Neubauer	Linda S. Neubauer; David F. Neubauer
Loan	36	Van Buren Plaza	0.8%	Larry M. Cohen; Gary Waldman; Chaim Treibatch	Larry M. Cohen; Gary Waldman; Chaim Treibatch
Loan	37	Nona Commons	0.8%	Metin Negrin	Metin Negrin
Loan	38	1230 Teller Avenue	0.7%	Stuart Morgan	Stuart Morgan
Loan	39	2765 Kingsbridge Terrace	0.7%	Marilyn Finkelstein	Marilyn Finkelstein
Loan	40	Wesleyan Station	0.7%	Steven J. Fogel; Randall A. Banchik; Howard S. Banchik	Steven J. Fogel; Randall A. Banchik; Howard S. Banchik
Loan	41	Centerville Shopping Center	0.6%	Samuel Ginsburg	Samuel Ginsburg
Loan	42	Bridge Center	0.6%	Wolfe Miller	Wolfe Miller
Loan	43	2012-2018 Broadway	0.5%	Mark Greenberg; James Goldstick	Mark Greenberg; James Goldstick
Loan	44	2264 Creston Avenue	0.5%	Marilyn Finkelstein	Marilyn Finkelstein
Loan	45	Breckenridge Apartments	0.5%	Oxford Enterprises, Inc.; Anthony Swartz	Oxford Enterprises, Inc.; Anthony Swartz
Loan	46	2773-2779 Briggs Avenue	0.5%	Stuart Morgan	Stuart Morgan
Loan	47	Oaklee Plaza	0.5%	BIB Fund III LLC; Wolcott DDF II, LLC; Andrew S. Goodman	BIB Fund III LLC; Wolcott DDF II, LLC; Andrew S. Goodman
Loan	48	Candlewood Suites Augusta	0.4%	Girdhar B. Sharma; Vimlesh Sharma	Girdhar B. Sharma; Vimlesh Sharma
Loan	49	Buffalo Storage	0.4%	Wanda Lee; Eva Lee	Wanda Lee; Eva Lee
Loan	50	Best Western Carlyle Inn	0.3%	Invest West Financial Corporation	Invest West Financial Corporation
Loan	51	Walgreens Ft. Lauderdale	0.3%	Evelyn Langlieb Greer	Evelyn Langlieb Greer
Loan	52	East West Crossroads	0.2%	TriGate Property Partners, L.P.	TriGate Property Partners, L.P.
Loan	53	116 Henwood Place	0.2%	Marilyn Finkelstein	Marilyn Finkelstein
Loan	54	2390 Creston Avenue	0.2%	Marilyn Finkelstein	Marilyn Finkelstein

A-1-10

COMM 2012-CCRE1
FOOTNOTES TO ANNEX A-1
(1)	GACC—German American Capital Corporation or one of its affiliates; CCRE— Cantor Commercial Real Estate Lending, L.P. or one of its affiliates; CF—Column Financial, Inc.
(2)	GACC—German American Capital Corporation or one of its affiliates; CCRE— Cantor Commercial Real Estate Lending, L.P. or one of its affiliates.
	Loan No. 1 – Crossgates Mall – The Crossgates Mall Mortgage Loan Combination is evidenced by three pari passu notes with the original principal balances as follows: A-1A: $130,000,000, A-1B: $50,000,000 and A-2: $120,000,000. Only the A-2 is included in the issuing entity and has a total Cut-off Date Balance of $120,000,000. The A-1A note is the controlling interest in the Crossgates Mall Loan Combination.
	Loan No. 2 – RiverTown Crossings Mall – The RiverTown Crossings Mall Mortgage Loan was originated by Column Financial, Inc. on June 1, 2011 and purchased by Cantor Commercial Real Estate Lending, L.P. on October 28, 2011. The RiverTown Crossings Mall Loan Combination is evidenced by two pari-passu notes, one with an original principal balance of $100,000,000 (“A-1 Note”) and one with an original principal balance of $56,000,000 (“A-2 Note”). Only the A-2 Note with a Cut-off Date Balance of $55,312,057 is included in the issuing entity. The A-1 Note is the controlling interest in the RiverTown Crossings Mall Loan Combination.
(3)	With respect to any Mortgaged Property securing a multi‑property Mortgage Loan, the amounts listed under the headings “Original Balance” and “Cut‑off Date Balance” reflect the Allocated Loan Amount for such Mortgaged Property.
(4)	Loan No. 2 – RiverTown Crossings Mall – The contractual interest rate is 5.1883333333%. The principal amortization schedule is in Annex H of this prospectus supplement.
	Loan No. 10 – U-Haul Portfolio SAC 23 – has an ARD feature with an anticipated repayment date of 4/6/2022, with a revised interest rate for the period from the anticipated repayment date through the final maturity date of 4/6/2032 of the greater of (i) 6.0490% plus 3.00% and (ii) the then 10-year swap yield plus 6.90%, but in no event shall the revised interest rate exceed 11.0490%.
	Loan No. 14 – U-Haul Portfolio SAC 22 – has an ARD feature with an anticipated repayment date of 4/6/2022, with a revised interest rate for the period from the anticipated repayment date through the final maturity date of 4/6/2032 of the greater of (i) 6.1000% plus 3.00% or (ii) the then 10-year swap yield plus 6.90%, but in no event shall the revised interest rate exceed 11.1000%.
(5)	The Administrative Fee Rate includes the respective per annum rates applicable to the calculation of the master servicing fee, sub‑servicing fee, trustee/certificate administrator fee and operating advisor fee with respect to each Mortgage Loan.
(6)	Annual Debt Service, Monthly Debt Service, Underwritten NOI DSCR and Underwritten NCF DSCR for Mortgage Loans (i) with partial interest-only periods are shown based on the monthly debt service payment immediately following the expiration of the interest‑only period and (ii) that are interest‑only until the related maturity date or anticipated repayment date, as applicable, are shown based on the interest‑only payments during the 12‑month period following the Cut‑off Date (or, in the case of Monthly Debt Service, the average of such interest‑only payments). With respect to the RiverTown Crossings Mall Mortgage Loan, Annual

A-1-11

	Debt Service is equal to the sum of the first 12 scheduled payments after the cut-off date, the principal portions of which are described in Annex H to this prospectus supplement.
(7)	“Hard” generally means each tenant is required to transfer its rent directly to the lender‑controlled lockbox account. However, with respect to hospitality properties, “Hard” means all credit card receipts are deposited directly into the lockbox by the card processing company and all over‑the-counter cash and equivalents are deposited by the property manager or borrower into the lockbox. “Soft” means the borrower has established a lockbox account that will be under lender control and the borrower or property manager must collect rents from the tenants and then deposit those rents into such lockbox account. “Springing Soft” means that upon the occurrence of a trigger event (as specified in the related Mortgage Loan Documents), the borrower is required to establish a lockbox account that will be under lender control and the borrower or property manager is required to collect rents from the tenants and then deposit those rents into such lockbox account. “Springing Hard” means that upon a trigger event (as specified in the related Mortgage Loan Documents), each tenant will be required to transfer its rent directly to a lender‑controlled lockbox.
(8)	“In Place” means that related property cash flows go through a waterfall before the lender either (i) disburses excess cash to the related borrower or (ii) retains excess cash as additional collateral for the Mortgage Loan. “Springing” means that upon the occurrence of a trigger event, as defined in the related Mortgage Loan Documents, In Place cash management (as described above) will take effect, and will generally continue until all trigger events are cured (to the extent a cure is permitted under the related loan documents).
(9)	Loan No. 1 – Crossgates Mall  –  The debt service coverage ratios, loan-to-value ratios and debt yields have been calculated based on the mortgage loan included in the issuing entity and the two related pari passu companion loans in the aggregate.
	Loan No. 2 – RiverTown Crossings Mall – The debt service coverage ratios, loan-to-value ratios and debt yields have been calculated based on the mortgage loan included in the issuing entity and the related pari passu companion loan in the aggregate, but excluding the existing mezzanine loan.
(10)	The grace periods noted under “Grace Period” reflect the number of days of grace before a payment default is an event of default.  Certain jurisdictions impose a statutorily longer grace period. Certain of the Mortgage Loans may additionally be subject to grace periods with respect to the occurrence of an event of default (other than a payment default) and/or commencement of late charges which are not addressed in Annex A‑1 to this prospectus supplement.
	Loan No. 8 – 10912 & 10950 Washington Boulevard – Grace Period does not apply to the maturity date payment.
	Loan No. 12 – Silver City Plaza – Grace Period does not apply to the maturity date payment.
(11)	Loan No. 4 – Tek Park Business Center – Appraised Value includes $3.75 million attributed to excess land value.
(12)	Loan No. 1 – Crossgates Mall – Net Rentable Area excludes 53,735 sq. ft. of third floor theater space which is collateral for the Crossgates Mall Mortgage Loan, but has been held vacant since 2005.
	Loan No. 16 – Harbour Towne – Net Rentable Area includes the total enclosed building area of the Harbour Towne Property. The Net Rentable Area does not include any of the wet slips, which are responsible for approximately 29.5% of Underwritten EGI. The Harbour Towne Mortgaged Property collateral consists of 82,656 sq. ft. of office space, 530 enclosed dry storage slips, 80 outdoor dry storage slips and 154 wet slips. 39.7% of Underwritten EGI is from warehouse/dry boat storage, 29.5% of Underwritten EGI is from wet slips, 19.0% of

A-1-12

	Underwritten EGI is from office income and 11.8% of Underwritten EGI is from other income items such as, among other things, gasoline/fuel sales and retail store sales.
(13)	Prepayment provisions are shown from the respective Mortgage Loan First Payment Date.
	“L(x)” means lock‑out for x payments.
	“D(x)” means may be defeased for x payments.
	“YM1(x)” means may be prepaid for x payments with payment of greater of yield maintenance charge and 1% of the amount prepaid.
	“O(x)” means freely prepayable for x payments, including the final maturity date or ARD payment.

	Loan No. 1 – Crossgates Mall – The Crossgates Mall Mortgage Loan documents permit that, at any time after May 7, 2013 and prior to the first day of the defeasance lockout expiration period, if (i) the borrower elects to sell the Crossgates Mall Property and have the buyer assume the borrower’s obligations under the Crossgates Mall Mortgage Loan and (ii) the proposed buyer is not approved by lender, then if no event of default then exists the borrower may prepay the entire loan, subject to the payment of the greater of (i) the yield maintenance charge or (ii) prepayment premium (equal to 3%) of the unpaid principle balance at the time of prepayment.
	Loan No. 1 – Crossgates Mall – Defeasance of the full $300.0 million Crossgates Mall Mortgage Loan is permitted on the date that is the earlier to occur of (i) two years after the closing date of the securitization deal that includes the securitization of pari passu A-1A Note and A-1B Note, and (ii) three years following the note date, or April 9, 2015. For purposes of this prospectus supplement, an assumed lockout period of 24 months is used based on the expected COMM 2012-CCRE1 securitization in May 2012.
(14)	Loan No. 13 – River Oaks West Apartments – An affiliate of the borrower, Apartment Network LLC, leases 77 units as of the January 31, 2012 rent roll to operate a short-term furnished apartment rental business. Historical and Underwritten NOI only includes rent from these units when occupied at the rental rates as set forth in the leases between Apartment Network LLC and borrower. These rental rates are significantly below the appraiser’s concluded market rents.
(15)	The following Mortgaged Properties consist, in whole or in part, of the respective borrower’s interest in one or more ground leases:
	Loan No. 16 – Harbour Towne – The Harbour Towne Mortgaged Property is subject to a ground lease on 67% of the total site (23.4 acres).  This portion of the site contains collateral which accounts for 33.8% of the underwritten cash flow. The ground lease expires on August 31, 2040 with no extension options. The rent under the lease is the greater of the minimum rent or percentage rent. The minimum rent is currently $178,862 per year, subject to Consumer Price Index adjustments every 5 years, but in no event can it be less than prior period’s minimum rent. The percentage rent is 8.0% of gross revenue from the leasehold parcel.
	Loan No. 43 – 2012-2018 Broadway – The 2012-2018 Broadway Mortgaged Property is subject to a space lease.  The borrower subleases space to four retail tenants and one medical office tenant. The annual rent under the space lease is fixed at $200,000 through the lease expiration in 2085, plus 5% of real estate taxes over the 1998-1999 tax year paid to the cooperative building.

A-1-13

(16)	The following tenants that occupy 5% or greater of the net rentable area at the property are borrower affiliates:
	Loan  No. 13 – River Oaks West Apartments – As of January 31, 2012 an affiliate of the borrower leases 77 units, approximately 18.3% of the units, at the Mortgaged Property. The affiliate furnishes the units and sublets them to 3rd parties under short term leases. The rent is due to the borrower from the affiliate only if a unit is subleased to a third party. The lender has capped the number of units that the borrower may lease to the affiliate at 80 units or approximately 19.0% of the units per month.
	Loan  No. 22 – Claremont Corporate Center – An affiliate of the borrower leases 5.9% of the Mortgaged Property, which is underwritten as a vacant.
	Loan  No. 42 – Bridge Center – The largest tenant at the Mortgaged Property, Hilton Head Athletics, LLC (d/b/a Powerhouse Gym), an affiliate of the borrower, leases 20.8% of the NRA.
(17)	The lease expiration dates shown are based on full lease terms. However, in certain cases, a tenant may have the option to terminate its lease or abate rent prior to the stated lease expiration date for no reason after a specified period of time and/or upon notice to the landlord or upon the occurrence of certain contingencies including, without limitation, if borrower violates the lease or fails to provide utilities or certain essential services for a specified period or allows certain restricted uses, upon interference with tenant’s use of access or parking, upon casualty or condemnation, for zoning violations, if certain anchor or key tenants (including at an adjacent property) or a certain number of tenants go dark or cease operations, if the tenant fails to meet sales targets or business objectives, or, in the case of a government tenant, for lack of appropriations or other reasons. In addition, in some instances, a tenant may have the right to assign its lease and be released from its obligations under the subject lease. Furthermore, some tenants may have the option to downsize their rented space without terminating the lease completely. In addition to the foregoing, the following are early non‑contingent termination options for those tenants listed in Annex A-1:
	Loan No. 1 – Crossgates Mall – The Largest Tenant, JCPenney has the right to terminate its lease in September 2013 with 3 months prior notice. JCPenney has been at the Crossgates Mall Mortgaged Property since 1984 and has seven 5-year extension options remaining. The 5th Largest Tenant, Forever 21, has the right to terminate its lease with at least two months prior notice if sales during the period of May 2014 to April 2015 do not exceed $5,000,000. In addition, Forever 21 has one 5-year extension option remaining.
	Loan No. 4 – Tek Park Business Center – The 3rd Largest Tenant, Buckeye Partners, has an early termination option on October 2016 with one year notice and a $250,000 fee.
	Loan No. 15 – Cahuenga Mixed Use – The 3rd Largest Tenant, Universal Music Group has a one-time right to terminate upon at least 12-months notice on a date after 72nd month of the lease term.
	Loan No. 22 – Claremont Corporate Center – The Largest Tenant, Alterra Capital Holdings, has an early termination option on January 9, 2018 with one year notice and a $542,835 fee.
	Loan No. 47 – Oaklee Plaza – The 4th Largest Tenant, Malincho, Inc, has a termination option at any time during the first three years of the lease term with 90 days written notice.
(18)	The following major tenants (listed on Annex A-1) are currently subleasing all or a significant portion of its leased space:

A-1-14

	Loan No. 3 – Creekside Plaza – The 3rd Largest Tenant, TriNet Employer Group, leases 48,693 sq. ft., of which 9,149 sq. ft. is currently subleased to OSIsoft, LLC through January 2017.
(19)	Loan No. 13 – River Oaks West Apartments – The occupancy rate for the units leased to Apartment Network LLC was 59.2% for the trailing 12 month period ending January 31, 2012. Excluding these units, the occupancy rate was 92.1% for the trailing 12 month period ending January 31, 2012.
	Loan No. 16 – Harbour Towne – Occupancy is based on boat storage only (both indoor and outdoor) and excludes office space. Current office occupancy is 92.7% as of 3/31/2012.
(20)	All upfront reserve balances reflect the upfront reserve amount at loan origination.
	Loan No. 24 – Philadelphia Square – A $550,000 Earnout Reserve was taken at closing. The reserve will be released to the borrower, if, within 18 months of the loan closing date, the borrower provides evidence that (i) the trailing 12-month NCF DSCR and NCF Debt Yield is at least 1.35x and 10.5%, respectively, and (ii) the LTV ratio (based on the fully funded loan amount) is not more than 70%.
	Loan No. 34 – Park Place at Palm Bluffs – A $300,000 Earnout Reserve was taken at closing, which will be released to the borrower subject to, among other things, the Mortgaged Property achieving (based on the fully funded loan amount) (i) 90% occupancy for two consecutive quarters and (ii) 11% NCF Debt Yield on a T-12 basis (equivalent to approximately $825,000).
(21)	Monthly reserves required to be deposited in such account may be capped pursuant to the related Mortgage Loan Documents.
(22)	Loan No. 5 – Westgate Shopping Center – Borrower is required to deposit $50,000 monthly into the Marshalls Rollover Reserve beginning March 2017 and subject to a cap of $300,000. Borrower is required to deposit $78,750 monthly into the Kohl’s Rollover Reserve beginning April 2015 and subject to a cap of $945,000.
	Loan No. 17 – Ocean City Quality Inn Portfolio – Up to $250,000 of excess cash flow is required to be deposited monthly into a Seasonality Reserve subject to a cap of $1,176,370.
	Loan No. 18 – Stone Creek Towne Center – Borrower is required to deposit $37,500 monthly into the Best Buy Rollover Reserve beginning July 2017 subject to a cap of $450,000. Borrower is required to deposit $31,250 monthly into the Bed Bath & Beyond Rollover Reserve beginning July 2016 and July 2021 subject to a cap of $375,000.
	Loan No. 27 – HIE San Luis Obispo – Up to $15,000 of excess cash flow is required to be deposited monthly into a Seasonality Reserve subject to a cap of $50,000.
	Loan No. 32 – Best Western Plus Half Moon Bay – Up to $20,000 of excess cash flow is required to be deposited monthly into a Seasonality Reserve subject to a cap of $87,500.

A-1-15

(23)	Loan No. 16 – Harbour Towne – A limited Phase II environmental site assessment was performed in March 2012 related to the failure to obtain site closure after the removal of underground storage tanks in or before 1990.  The Phase II found Benzene levels in the soil and groundwater at elevated concentrations and it was recommended that a monitoring plan be proposed to the county environmental protection agency as a strategy for site closure.  The borrower has covenanted to comply with the recommendation and take all reasonable efforts as may be required to obtain site closure. For additional information see “Risk Factors—Risks Related to the Mortgage Loans—Potential Issuing Entity Liability Related to a Materially Adverse Environmental Condition” in this prospectus supplement.
	Loan No. 28 – Soundview & Rosedale Avenue – A limited Phase II subsurface investigation was completed in March 2012. The Phase II recommended no further investigation.
	Loan No. 41 – Centerville Shopping Center – A limited Phase II subsurface investigation was completed in February 2012. No further action was recommended other than reporting certain findings to the Georgia Environmental Protection Division which reporting has been done.
(24)	Summary of Existing Secured Debt

Mortgage

Loan

Mortgage

Companion

Loan

Mortgage

Loan

Loan Cut-off

Combination

Loan Cut-off

Loan Cut-off

Mortgage

Combination

Loan Cut-off

Combination

Date U/W

Cut-off Date

Loan

Date

Date

Loan U/W

U/W NCR

Date LTV

Cut-off Date

NOI Debt

U/W NOI

No.

Mortgage Loan

Balance

Balance

NCF DSCR

DSCR

Ratio

LTV Ratio

Yield

Debt Yield

1

Crossgates Mall

$120,000,000

$180,000,000

1.35

x

1.35

x

63.8

%

63.8

%

9.5

%

9.5

%

RiverTown

2

Crossings Mall

$55,312,057

$98,771,530

1.69

x

1.69

x

60.9

%

60.9

%

11.6

%

11.6

%

(25) Summary of Existing Mezzanine Debt

		Mortgage			Annual			Total	Total
		Loan Cut-off	% of Initial	Mezzanine Debt	Interest Rate	Mezzanine		Debt	Debt
Loan		Date	Outstanding	Cut-off Date	on Mezzanine	Loan	Intercreditor	U/W NCF	Cut-off
No.	Mortgage Loan	Balance	Pool Balance	Principal Balance	Loan	Maturity Date	Agreement	DSCR	Date LTV
2	RiverTown	$55,312,057	5.9%	$12,840,299	9.50%	6/6/2021	Yes	1.48x	10.7%
	Crossings Mall

(26) Loan No. 13 – River Oaks West Apartments – The borrower has unsecured debt, not secured by the Mortgaged Property, that is subject to a subordination and standstill agreement as further described under “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Other Financing” in the prospectus supplement.

A-1-16

ANNEX A-2

CERTAIN POOL CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED

PROPERTIES(1)(2)

Range of Cut-off Date Balances

								Weighted Averages
Range of Cut-off Date Balances	Number of Mortgage Loans		Aggregate Cut-off Date Balance		% of Initial Outstanding Pool Balance			Mortgage Rate			Stated Remaining Term   (Mos.)(3)		U/W NCF DSCR		Cut-off Date LTV  Ratio			LTV Ratio at Maturity or ARD
$1,592,846 - $9,999,999		30	$	184,534,524		19.8	%		5.455	%		102	1.68	x		63.3	%		54.5	%
$10,000,000 - $24,999,999		12	$	219,928,276		23.6	%		5.434	%		119	1.59	x		63.7	%		51.3	%
$25,000,000 - $39,999,999		6	$	172,716,403		18.5	%		5.451	%		110	1.55	x		64.3	%		54.7	%
$40,000,000 - $54,999,999		3	$	125,328,887		13.4	%		5.609	%		97	1.72	x		63.2	%		59.2	%
$55,000,000 - $69,999,999		2	$	110,312,057		11.8	%		5.065	%		114	1.69	x		64.2	%		56.9	%
$70,000,000 - $120,000,000		1	$	120,000,000		12.9	%		5.398	%		120	1.35	x		63.8	%		53.2	%
Total/Weighted Average		54	$	932,820,147		100.0	%		5.416	%		111	1.60	x		63.7	%		54.5	%

Type of Mortgaged Properties(4)

									Weighted Averages
Property Type	Number of Mortgaged Properties		Aggregate Cut-off Date Balance		% of Initial Outstanding Pool Balance		Number of Units, Beds, Rooms or NRA		Cut-off Date Balance per # of Units, Beds, Rooms or NRA		Mortgage Rate			Stated Remaining Term    (Mos.)(3)		Occupancy			U/W NCF  DSCR			Cut-off  Date LTV Ratio			LTV Ratio at Maturity or ARD
Retail		21	$	414,240,981	44.4	%		3,920,954		210		5.294	%		117		93.2	%		1.63	x		61.9	%		52.9	%
Anchored(5)		15	$	372,734,569	40.0	%		3,550,376		210		5.296	%		117		93.3	%		1.60	x		62.1	%		53.2	%
Unanchored		6	$	41,506,412	4.4	%		370,578		212		5.280	%		119		91.5	%		1.86	x		59.9	%		50.1	%
Office		10	$	213,975,854	22.9	%		1,359,518		188		5.420	%		97		95.8	%		1.55	x		66.5	%		59.2	%
Suburban		6	$	125,336,320	13.4	%		590,431		223		5.127	%		120		100.0	%		1.56	x		67.1	%		58.1	%
Data Center		1	$	44,956,137	4.8	%		510,638		88		6.110	%		59		84.1	%		1.67	x		67.4	%		63.2	%
CBD		3	$	43,683,398	4.7	%		258,449		191		5.549	%		69		95.8	%		1.39	x		63.9	%		58.4	%
Mixed Use		3	$	86,425,633	9.3	%		504,424		196		5.673	%		119		95.3	%		1.40	x		60.7	%		48.8	%
Office/Retail		1	$	40,000,000	4.3	%		151,287		264		5.725	%		119		94.9	%		1.39	x		67.6	%		59.5	%
Office/Retail/ Multifamily		1	$	23,425,633	2.5	%		142,349		165		5.723	%		117		98.5	%		1.54	x		59.9	%		50.5	%
Marina/Office/ Warehouse		1	$	23,000,000	2.5	%		210,788		109		5.531	%		120		92.7	%		1.28	x		49.6	%		28.5	%
Multifamily		10	$	78,434,896	8.4	%		1,355		67,747		5.168	%		91		94.8	%		1.57	x		67.9	%		59.6	%
Hospitality		8	$	71,214,893	7.6	%		1,066		76,557		5.567	%		119		68.5	%		1.85	x		58.7	%		46.2	%
Self Storage		22	$	54,556,159	5.8	%		9,374		6,189		6.051	%		119		84.7	%		1.63	x		69.6	%		59.2	%
Industrial		2	$	13,971,732	1.5	%		622,350		30		5.549	%		118		100.0	%		1.32	x		74.7	%		62.6	%
Total/Weighted Average		76	$	932,820,147	100.0	%						5.416	%		111		91.8	%		1.60	x		63.7	%		54.5	%

A-2-1

Mortgaged Properties by State and/or Location(4)

							Weighted Averages
State/Location	Number of Mortgaged Properties		Aggregate Cut-off Date Balance		% of Initial Outstanding Pool Balance		Mortgage Rate			Stated Remaining Term    (Mos.)(3)		U/W NCF  DSCR			Cut-off Date LTV Ratio			LTV Ratio at Maturity or ARD
New York		12	$	199,944,766	21.4	%		5.293	%		102		1.39	x		64.2	%		55.3	%
California		13	$	176,958,791	19.0	%		5.407	%		115		1.64	x		63.0	%		54.6	%
Southern(6)		7	$	91,932,543	9.9	%		5.666	%		111		1.66	x		60.1	%		51.3	%
Northern(6)		6	$	85,026,248	9.1	%		5.127	%		120		1.62	x		66.0	%		58.2	%
Michigan		3	$	80,593,820	8.6	%		5.154	%		112		1.71	x		62.3	%		52.2	%
Maryland		5	$	73,704,448	7.9	%		5.506	%		119		1.55	x		67.5	%		56.3	%
Ohio		2	$	60,172,750	6.5	%		4.971	%		118		2.06	x		54.0	%		52.6	%
Nevada		3	$	59,112,563	6.3	%		5.713	%		119		1.40	x		69.6	%		58.5	%
Pennsylvania		2	$	57,556,137	6.2	%		5.944	%		72		1.64	x		69.1	%		63.0	%
North Carolina		3	$	48,891,492	5.2	%		5.121	%		118		1.68	x		61.6	%		51.0	%
Florida		4	$	40,828,007	4.4	%		5.382	%		119		1.58	x		55.4	%		38.8	%
Texas		5	$	26,494,337	2.8	%		5.687	%		119		1.60	x		67.8	%		57.0	%
Virginia		2	$	18,415,011	2.0	%		5.535	%		120		1.48	x		76.9	%		64.3	%
Georgia		4	$	18,351,416	2.0	%		5.641	%		111		1.70	x		65.4	%		54.6	%
Missouri		2	$	17,291,088	1.9	%		5.782	%		118		1.84	x		46.1	%		35.9	%
New Jersey		1	$	13,600,000	1.5	%		5.182	%		120		1.38	x		72.7	%		61.7	%
Arizona		4	$	8,964,427	1.0	%		5.747	%		85		2.13	x		55.1	%		48.8	%
South Carolina		1	$	5,331,815	0.6	%		5.341	%		117		1.65	x		60.6	%		50.5	%
Louisiana		2	$	5,162,519	0.6	%		6.074	%		119		1.63	x		69.7	%		59.3	%
Illinois		1	$	4,395,448	0.5	%		5.799	%		119		1.45	x		69.2	%		58.4	%
Minnesota		1	$	3,775,918	0.4	%		6.100	%		119		1.66	x		69.9	%		59.5	%
Oklahoma		1	$	3,132,521	0.3	%		6.049	%		119		1.60	x		69.6	%		59.2	%
Maine		1	$	3,006,750	0.3	%		6.100	%		119		1.66	x		69.9	%		59.5	%
Arkansas		1	$	2,227,570	0.2	%		6.049	%		119		1.60	x		69.6	%		59.2	%
Kansas		1	$	2,167,657	0.2	%		6.100	%		119		1.66	x		69.9	%		59.5	%
South Dakota		1	$	1,587,144	0.2	%		6.049	%		119		1.60	x		69.6	%		59.2	%
Massachusetts		1	$	1,153,753	0.1	%		6.100	%		119		1.66	x		69.9	%		59.5	%
Total/Weighted Average		76	$	932,820,147	100.0	%		5.416	%		111		1.60	x		63.7	%		54.5	%

Range of U/W NCF DSCRs

								Weighted Averages
Range of U/W NCF DSCRs	Number of Mortgage Loans		Aggregate Cut-off Date Balance		% of Initial Outstanding Pool Balance			Mortgage Rate			Stated Remaining Term   (Mos.)(3)		U/W NCF  DSCR			Cut-off Date LTV Ratio			LTV Ratio at Maturity or ARD
1.14x - 1.29x		4	$	47,773,307		5.1	%		5.643	%		104		1.24	x		57.2	%		42.0	%
1.30x - 1.34x		6	$	43,408,200		4.7	%		5.289	%		83		1.32	x		71.9	%		64.3	%
1.35x - 1.39x		6	$	214,100,000		23.0	%		5.508	%		118		1.36	x		66.6	%		56.5	%
1.40x - 1.49x		6	$	81,435,720		8.7	%		5.339	%		100		1.43	x		68.5	%		58.9	%
1.50x - 1.59x		2	$	36,025,633		3.9	%		5.592	%		118		1.54	x		65.3	%		54.7	%
1.60x - 1.69x		12	$	276,117,579		29.6	%		5.502	%		107		1.66	x		65.0	%		56.8	%
1.70x - 1.79x		4	$	63,980,659		6.9	%		5.190	%		120		1.75	x		65.5	%		52.4	%
1.80x - 1.99x		7	$	99,746,995		10.7	%		5.281	%		118		1.88	x		55.2	%		45.9	%
2.00x - 2.52x		7	$	70,232,055		7.5	%		5.125	%		112		2.17	x		53.9	%		50.8	%
Total/Weighted Average		54	$	932,820,147		100.0	%		5.416	%		111		1.60	x		63.7	%		54.5	%

Range of Cut-off Date LTV Ratios

								Weighted Averages
Range of Cut-off Date LTV Ratios	Number of Mortgage Loans		Aggregate Cut-off Date Balance		% of Initial Outstanding Pool Balance			Mortgage Rate			Stated Remaining Term   (Mos.)(3)		U/W NCF  DSCR			Cut-off Date LTV Ratio			LTV  Ratio at Maturity or ARD
42.1% - 49.9%		5	$	52,134,569		5.6	%		5.524	%		113		1.74	x		46.7	%		32.7	%
50.0% - 54.9%		4	$	73,964,166		7.9	%		5.066	%		118		2.00	x		54.0	%		50.4	%
55.0% - 59.9%		6	$	111,799,422		12.0	%		5.360	%		118		1.72	x		58.5	%		48.8	%
60.0% - 64.9%		12	$	269,516,090		28.9	%		5.303	%		110		1.50	x		63.0	%		53.1	%
65.0% - 69.9%		16	$	306,216,322		32.8	%		5.595	%		108		1.60	x		67.7	%		59.1	%
70.0% - 79.3%		11	$	119,189,577		12.8	%		5.438	%		108		1.38	x		73.7	%		63.2	%
Total/Weighted Average		54	$	932,820,147		100.0	%		5.416	%		111		1.60	x		63.7	%		54.5	%

A-2-2

Range of LTV Ratios at Maturity or ARD

								Weighted Averages
Range of LTV Ratios at Maturity or ARD	Number of Mortgage  Loans		Aggregate Cut-off Date  Balance		% of Initial Outstanding Pool Balance			Mortgage Rate			Stated Remaining Term   (Mos.)(3)		U/W NCF  DSCR			Cut-off Date LTV Ratio			LTV Ratio at Maturity or ARD
28.5% - 44.9%		7	$	65,925,985		7.1	%		5.514	%		114		1.73	x		48.3	%		34.4	%
45.0% - 49.9%		5	$	104,941,080		11.2	%		5.154	%		118		1.75	x		57.5	%		48.1	%
50.0% - 54.9%		15	$	351,557,285		37.7	%		5.302	%		118		1.64	x		62.1	%		52.6	%
55.0% - 59.9%		12	$	185,566,777		19.9	%		5.634	%		108		1.49	x		67.6	%		58.6	%
60.0% - 64.9%		10	$	188,111,175		20.2	%		5.567	%		101		1.54	x		69.7	%		62.3	%
65.0% - 69.7%		5	$	36,717,846		3.9	%		5.214	%		81		1.36	x		75.0	%		67.3	%
Total/Weighted Average		54	$	932,820,147		100.0	%		5.416	%		111		1.60	x		63.7	%		54.5	%

Range of Mortgage Rates

								Weighted Averages
Range of Mortgage Rates	Number of Mortgage Loans		Aggregate Cut-off Date Balance		% of Initial Outstanding Pool Balance			Mortgage Rate			Stated Remaining  Term   (Mos.)(3)		U/W NCF  DSCR			Cut-off Date  LTV Ratio			LTV Ratio at Maturity or ARD
4.707% - 5.749%		44	$	767,248,134		82.3	%		5.280	%		113		1.60	x		63.2	%		53.8	%
5.750% - 6.249%		8	$	151,522,290		16.2	%		6.003	%		100		1.61	x		66.7	%		58.1	%
6.250% - 6.605%		2	$	14,049,723		1.5	%		6.545	%		74		1.38	x		62.8	%		55.1	%
Total/Weighted Average		54	$	932,820,147		100.0	%		5.416	%		111		1.60	x		63.7	%		54.5	%

Range of Remaining Terms to Maturity or ARD in Months(3)

								Weighted Averages
Range of Remaining Terms to Maturity or ARD	Number of Mortgage  Loans		Aggregate Cut-off Date Balance		% of Initial Outstanding Pool Balance			Mortgage Rate			Stated Remaining Term   (Mos.)(3)		U/W NCF  DSCR			Cut-off Date LTV Ratio			LTV Ratio at Maturity or ARD
56 - 64		11	$	119,759,340		12.8	%		5.650	%		59		1.52	x		66.2	%		61.9	%
102 - 120		43	$	813,060,807		87.2	%		5.382	%		118		1.61	x		63.4	%		53.4	%
Total/Weighted Average		54	$	932,820,147		100.0	%		5.416	%		111		1.60	x		63.7	%		54.5	%

Range of Original Terms to Maturity or ARD in Months(3)

							Weighted Averages
Range of Original Terms to Maturity or ARD	Number of Mortgage  Loans	Aggregate Cut-off Date Balance		% of Initial Outstanding  Pool Balance			Mortgage Rate			Stated Remaining Term   (Mos.)(3)		U/W NCF  DSCR			Cut-off Date LTV Ratio			LTV Ratio at Maturity or ARD
60 - 119	11	$	119,759,340		12.8	%		5.650	%		59		1.52	x		66.2	%		61.9	%
120 - 120	43	$	813,060,807		87.2	%		5.382	%		118		1.61	x		63.4	%		53.4	%
Total/Weighted Average	54	$	932,820,147		100.0	%		5.416	%		111		1.60	x		63.7	%		54.5	%

A-2-3

FOOTNOTES TO ANNEX A-2

(1) In the case of a Mortgage Loan that provides for an initial interest-only period and for scheduled amortization payments thereafter, the U/W NCF DSCR was calculated using Annual Debt Service equal to the average of the first twelve (12) monthly payments of principal and interest payable during the amortization period.

(2) With respect to the Crossgates Mall Mortgage Loan and the RiverTown Crossings Mall Mortgage Loan, loan-to-value ratios, debt service coverage ratios and Cut-off Date Balance per number of Units, Beds, Rooms or NRA calculations include all related pari passu companion loans.

(3) For the ARD Loans, the original term to maturity and remaining term to maturity are through the Anticipated Repayment Date.

(4) Because this table presents information relating to the Mortgaged Properties and not the Mortgage Loans, the information for Mortgaged Properties that relate to Mortgage Loans secured by more than one Mortgaged Property is based on Allocated Loan Amounts.

(5) Includes single tenant and shadow anchored properties.

(6) Northern California properties have a zip code greater than 93600. Southern California properties have a zip code less than or equal to 93600.

A-2-4

ANNEX A-3

CLASS A-SB PLANNED PRINCIPAL BALANCE

Period	Balance ($)	Period	Balance ($)	Period	Balance ($)
Initial Balance	72,060,000.00	39	72,060,000.00	78	49,941,818.43
1	72,060,000.00	40	72,060,000.00	79	48,669,408.19
2	72,060,000.00	41	72,060,000.00	80	47,496,351.66
3	72,060,000.00	42	72,060,000.00	81	46,317,810.14
4	72,060,000.00	43	72,060,000.00	82	44,819,484.05
5	72,060,000.00	44	72,060,000.00	83	43,628,421.32
6	72,060,000.00	45	72,060,000.00	84	42,327,436.96
7	72,060,000.00	46	72,060,000.00	85	41,124,719.71
8	72,060,000.00	47	72,060,000.00	86	39,812,403.85
9	72,060,000.00	48	72,060,000.00	87	38,597,924.22
10	72,060,000.00	49	72,060,000.00	88	37,377,765.19
11	72,060,000.00	50	72,060,000.00	89	36,048,490.96
12	72,060,000.00	51	72,060,000.00	90	34,816,408.09
13	72,060,000.00	52	72,060,000.00	91	33,475,540.51
14	72,060,000.00	53	72,060,000.00	92	32,231,423.42
15	72,060,000.00	54	72,060,000.00	93	30,981,487.84
16	72,060,000.00	55	72,060,000.00	94	29,520,818.24
17	72,060,000.00	56	72,060,000.00	95	28,258,202.73
18	72,060,000.00	57	72,060,000.00	96	26,887,648.74
19	72,060,000.00	58	72,060,000.00	97	25,612,716.36
20	72,060,000.00	59	72,060,000.00	98	24,230,186.86
21	72,060,000.00	60	70,965,655.04	99	22,942,823.59
22	72,060,000.00	61	69,896,848.94	100	21,649,438.80
23	72,060,000.00	62	68,714,732.60	101	20,248,968.32
24	72,060,000.00	63	67,635,403.42	102	18,942,981.80
25	72,060,000.00	64	66,551,029.04	103	17,530,258.83
26	72,060,000.00	65	65,353,775.93	104	16,211,553.89
27	72,060,000.00	66	64,258,734.43	105	14,886,680.33
28	72,060,000.00	67	63,051,109.86	106	13,255,562.98
29	72,060,000.00	68	61,945,302.51	107	11,916,858.05
30	72,060,000.00	69	60,834,325.74	108	10,472,323.47
31	72,060,000.00	70	59,397,312.22	109	9,216,616.86
32	72,060,000.00	71	58,274,419.01	110	7,863,065.26
33	72,060,000.00	72	57,039,714.71	111	6,595,165.76
34	72,060,000.00	73	55,905,797.90	112	5,321,341.83
35	72,060,000.00	74	54,660,375.55	113	3,950,175.10
36	72,060,000.00	75	53,515,333.14	114	2,663,990.67
37	72,060,000.00	76	52,364,937.20	115	1,280,806.06
38	72,060,000.00	77	51,103,492.48	116	0.00

A-3-1

(THIS PAGE INTENTIONALLY LEFT BLANK)

ANNEX B

DESCRIPTION OF THE TOP 20 MORTGAGE LOANS

1 Crossgates Mall Road Albany, NY 12203 Collateral Asset Summary Crossgates Mall Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $120,000,000 63.8% 1.35x 9.5%

B-1

1 Crossgates Mall Road Albany, NY 12203 Collateral Asset Summary Crossgates Mall Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $120,000,000 63.8% 1.35x 9.5%

Mortgage Loan Information			Property Information
Loan Seller:	GACC		Single Asset / Portfolio:		Single Asset
Loan Purpose:	Refinance		Property Type:		Super Regional Mall
Sponsor:	Pyramid Crossgates Company		Collateral:		Fee Simple
Borrower:	Crossgates Mall General Company		Location:		Albany, NY
	NewCo, LLC		Year Built / Renovated:		1984 / 1994, 1997
Original Balance(1):	$120,000,000		Total Sq. Ft.:		1,696,031
Cut-off Date Balance(1):	$120,000,000		Total Collateral GLA(7):		1,298,620
% by Initial UPB:	12.9%		Property Management:		Pyramid Management Group, LLC
Interest Rate:	5.3980%		Underwritten NOI:		$28,553,638
Payment Date:	6th of each month		Underwritten NCF:		$27,227,197
First Payment Date:	June 6, 2012		Appraised Value:		$470,000,000
Maturity Date:	May 6, 2022		Appraisal Date:		March 8, 2012
Amortization:	360 months
Additional Debt(1):	$180,000,000 Pari Passu Debt		Historical NOI
Call Protection(2)(3):	L(24), D(91), O(5)		TTM NOI:		$27,184,582 (T-12 January 31, 2012)
Lockbox / Cash Management:	Hard / In Place		2011 NOI:		$27,384,447 (December 31, 2011)
			2010 NOI:		$28,385,633 (December 31, 2010)
Reserves(4)			2009 NOI:		$28,402,837 (December 31, 2009)
	Initial	Monthly	2008 NOI:		$32,013,448 (December 31, 2008)
Taxes:	$3,850,000	$550,000	2007 NOI:		$33,087,345 (December 31, 2007)
Insurance:	$0	Springing
Replacement:	$0	$23,666	Historical Occupancy(6)
TI/LC:	$1,863,853	$86,871	Current Occupancy(8):		90.3% (March 26, 2012)
Required Repairs:	$212,000	NAP	2011 Occupancy:		91.4% (December 31, 2011)
			2010 Occupancy:		95.0% (December 31, 2010)
Financial Information(5)			2009 Occupancy:		94.0% (December 31, 2009)
Cut-off Date Balance / Sq. Ft.(6):		$231	2008 Occupancy:		89.0% (December 31, 2008)
Balloon Balance / Sq. Ft. (6):		$192	2007 Occupancy:		94.5% (December 31, 2007)
Cut-off Date LTV:		63.8%	(1)	The Original Balance and Cut-off Date Balance of $120.0 million represent the A-2 Note of a $300.0 million whole loan evidenced by three pari passu notes. The pari passu companion loans are comprised of Note A-1A in the original principal amount of $130.0 million and Note A-1B in the original principal amount of $50.0 million.
Balloon LTV:		53.2%
Underwritten NOI DSCR:		1.41x
Underwritten NCF DSCR:		1.35x
Underwritten NOI Debt Yield:		9.5%	(2)	The Crossgates Mall Loan documents permit that, at any time after May 7, 2013 and prior to the first day of the defeasance lockout expiration period, if (i) the Crossgates Mall Borrower elects to sell the Crossgates Mall Property and have the buyer assume the Crossgates Mall Borrower’s obligations under the Crossgates Mall Loan and (ii) the proposed buyer is not approved by lender, then the Crossgates Mall Borrower may prepay the entire Crossgates Mall Loan, subject to the payment of the greater of (i) a yield maintenance premium or (ii) 3% of the unpaid principal balance at the time of prepayment.
Underwritten NCF Debt Yield:		9.1%
			(3)	Defeasance of the full $300.0 million Crossgates Mall Loan is permitted on the date that is the earlier to occur of (i) two years after the closing date of the securitization deal that includes the securitization of Pari Passu A-1A Note and A-1B Note, and (ii) three years following the note date, or April 9, 2015. For purposes of this prospectus supplement, a   lockout period of 24 months was assumed based on the expected COMM 2012-CCRE1 securitization in May 2012.
			(4)	See “Initial Reserves” herein and “Ongoing Reserves” herein.
			(5)	DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate Cut-off Date principal balance of $300.0 million.
			(6)	Based on Total Collateral GLA of 1,298,620 sq. ft.
			(7)	Total Collateral GLA excludes a 200,000 sq. ft. anchor pad (Macy’s) and a 143,676 sq. ft. vacant anchor pad, both of which are owned by an affiliate of the Crossgates Mall Borrower, subject to an REA and excluded from the collateral for the Crossgates Mall Loan. Total Collateral GLA also excludes 53,735 sq. ft. of third floor theater space which is collateral for the Crossgates Mall Loan, but has been vacant since 2005.
			(8)	Current Occupancy is 81.0% based on Total Sq. Ft. of 1,696,031.

B-2

1 Crossgates Mall Road Albany, NY 12203 Collateral Asset Summary Crossgates Mall Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $120,000,000 63.8% 1.35x 9.5%

Anchor and Major Tenant Summary
Tenant Mix	Ratings  (Fitch/Moody’s/S&P)(1)	Total Sq. Ft.(2)	% of Total Collateral GLA(2)	Lease  Expiration	Total Sales (000s)(3)	Sales PSF(3)	Occupancy Cost(3)(4)
Non-Collateral Anchor Tenants
Macy’s (REA)(5)	NR/Baa3/BBB	200,000	NAP	NAP	$25,000	$125	NAP
Collateral Anchors
JCPenney(6)	BB+/NR/BB	179,964	13.9%	3/31/2014	$33,786	$188	3.7%
Regal Crossgates 18	B-/B3/B+	100,000	7.7%	7/31/2022	$9,389	$94	23.3%
Dick’s Sporting Goods	NR/NR/NR	80,000	6.2%	1/31/2025	$20,941	$262	7.0%
Best Buy(5)	BBB-/Baa2/BBB-	50,000	3.9%	1/31/2015	$72,000	$1,440	1.6%
Total Collateral Anchors		409,964	31.6%		$136,115	$332	4.4%
Major Tenants (>10,000 sq. ft.)
Burlington Coat Factory(7)	CC/Caa1/B-	64,582	5.0%	9/30/2014	$5,826	$90	13.6%
Forever 21(8)	NR/NR/NR	62,858	4.8%	1/31/2021	$10,174	$162	11.0%
DSW Shoe Warehouse	NR/NR/NR	20,000	1.5%	1/31/2024	$6,371	$319	9.2%
H&M(9)	NR/NR/NR	19,797	1.5%	1/31/2022	$5,098	$258	9.2%
Old Navy	BBB-/Baa3/BB+	15,500	1.2%	1/31/2020	$6,614	$427	7.2%
Subtotal Major Tenants		182,737	14.1%		$34,084	$187	10.1%
Remaining Majors Tenants		99,898	7.7%		$20,296	$231	11.9%
Total Major Tenants		282,635	21.8%		$54,380	$201	10.8%
In-line Tenants (<10,000 sq. ft.)		327,236	25.2%		$115,514	$401	14.3%
Apple	NR/NR/NR	6,594	0.5%	7/31/2012	$41,057	$6,226	1.0%
Total In-line Tenants		333,830	25.7%		$156,571	$532	10.8%
Restaurant / Food Court		43,456	3.3%		$21,825	$526	15.3%
Kiosk / Service Tenants		15,844	1.2%		$7,924	$502	20.6%
Specialty Leasing Tenants		87,326	6.7%		NAP	NAP	NAP
Total Occupied Collateral		1,173,055	90.3%
Vacant		125,565	9.7%
Total Collateral GLA		1,298,620	100.0%

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

(2) Total Collateral GLA excludes a 200,000 sq. ft. anchor pad (Macy’s) and a 143,676 sq. ft. vacant anchor pad, both of which are owned by an affiliate of the Crossgates Mall Borrower, subject to an REA and excluded from the collateral for the Crossgates Mall Loan. Total Collateral GLA also excludes 53,735 sq. ft. of third floor theater space which is collateral for the Crossgates Mall Loan, but has been vacant since 2005.

(3) Total Sales, Sales PSF and Occupancy Cost are for tenants who have reported an entire 12 months of sales in 2011. Approximately 84.7% of total tenants at the Crossgates Mall Property reported 2011 sales, with approximately 82.5% of in-line tenants reporting 2011 sales.

(4) Occupancy Cost excludes energy and water reimbursement.

(5) Sales figures for Macy’s and Best Buy are estimates provided by the Crossgates Mall Borrower.

(6) JCPenney has the right to terminate its lease in September 2013 with 3 months prior notice. JCPenney has been at the Crossgates Mall Property since 1984 and has seven 5-year extension options remaining. The annual rent for JCPenney is $3.72 PSF.

(7) Burlington Coat Factory has been at the Crossgates Mall Property since 1999 and exercised its first of 3, 5-year extension options in 2009.  Sales have averaged $87 PSF since 2008.

(8) Forever 21 has the right to terminate its lease with at least 2 months prior notice if sales during the period of May 2014 to April 2015 do not exceed $5,000,000. In addition, Forever 21 has one 5-year extension option remaining.

(9) H&M has the right to terminate its lease with at least 6 months prior notice if sales during the period of November 2014 to October 2015 do not exceed $250 PSF. In addition, H&M has two 5-year extension options remaining.

B-3

1 Crossgates Mall Road Albany, NY 12203 Collateral Asset Summary Crossgates Mall Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $120,000,000 63.8% 1.35x 9.5%

Lease Rollover Schedule(1)
Year	# of Leases Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring	Cumulative Sq. Ft. Expiring	Cumulative % of Sq. Ft. Expiring	Annual U/W Base Rent PSF	% U/W Base Rent Rolling	Cumulative % of U/W Base Rent
Specialty Leasing(2)	24	87,326	6.7%	87,326	6.7%	$0.00	0.0%	0.0%
2012(3)	15	50,548	3.9%	137,874	10.6%	$33.25	6.3%	6.3%
2013	16	43,431	3.3%	181,305	14.0%	$35.74	5.8%	12.2%
2014	34	324,937	25.0%	506,242	39.0%	$15.43	18.9%	31.0%
2015	17	84,645	6.5%	590,887	45.5%	$32.29	10.3%	41.3%
2016	17	51,378	4.0%	642,265	49.5%	$44.82	8.7%	50.0%
2017	17	65,777	5.1%	708,042	54.5%	$46.90	11.6%	61.6%
2018	11	42,509	3.3%	750,551	57.8%	$31.87	5.1%	66.7%
2019	8	38,472	3.0%	789,023	60.8%	$30.88	4.5%	71.2%
2020	10	39,543	3.0%	828,566	63.8%	$36.12	5.4%	76.5%
2021	3	65,963	5.1%	894,529	68.9%	$6.99	1.7%	78.3%
2022	10	172,054	13.2%	1,066,583	82.1%	$25.37	16.4%	94.7%
Thereafter	5	106,472	8.2%	1,173,055	90.3%	$13.20	5.3%	100.0%
Vacant	NAP	125,565	9.7%	1,298,620	100.0%	NAP	NAP
Total / Wtd. Avg.	187	1,298,620	100.0%			$22.65	100.0%

(1) Certain tenants have lease termination options related to co-tenancy provisions and sales thresholds that may become exercisable prior to the originally stated expiration date of the tenant lease and that are not considered in the lease rollover schedule.

(2) Specialty Leasing represents tenants with short-term licensing agreements of less than a year.

(3) 2012 includes four tenants (18,923 sq. ft.) that converted to month to month after their leases expired.

The Loan.  The Crossgates Mall loan (the “Crossgates Mall Loan”) is a fixed rate loan secured by the Crossgates Mall Borrower’s fee simple interest in the 1,298,620 sq. ft. of leasable collateral Class A, super regional mall located at 1 Crossgates Mall Road in Albany, New York (the “Crossgates Mall Property”) with an original principal balance of $120.0 million. The Crossgates Mall Loan of $120.0 million represents the non-controlling A-2 Note of a $300.0 million whole loan that is evidenced by three pari passu notes. Only the $120.0 million non-controlling A-2 Note will be included in the COMM 2012-CCRE1 trust. The remaining notes, A-1A Note, with an original balance of $130.0 million and held by GACC, and A-1B Note, with an original balance of $50.0 million and held by Ladder Capital Finance III LLC, will retain control over major servicing matters and are expected to be included in a future securitization. The Crossgates Mall Loan has a 10-year term and amortizes on a 30-year schedule. The Crossgates Mall Loan accrues interest at a fixed rate equal to 5.3980% and has a Cut-off Date Balance of $120.0 million. The whole loan proceeds were used to, among other things, retire existing debt of approximately $181.1 million, giving the Crossgates Mall Borrower a return of equity of approximately $110.0 million. Based on the appraised value of $470.0 million as of March 8, 2012, the Cut-off Date LTV is 63.8% and the remaining implied equity is $170.0 million. The most recent prior financing of the Crossgates Mall Property was included in the JPMCC 2006-FL1 transaction.

The relationship between the holders of the A-2 Note and the A-1A Note and A-1B Note will be governed by an intercreditor agreement. See “Description of the Mortgage Pool ― Loan Combinations ― The Crossgates Mall Loan Combination” in this prospectus supplement.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$300,000,000	100.0%	Loan Payoff	$181,090,295	60.4%
			Reserves	$5,925,853	2.0%
			Closing Costs	$2,951,751	1.0%
			Return of Equity (1)	$110,032,101	36.7%
Total Sources	$300,000,000	100.0%	Total Uses	$300,000,000	100.0%

(1) Return of equity includes a reimbursement of approximately $25 million for the repurchase of anchor space and redevelopment of the Dick’s Sporting Goods space.

The Borrower / Sponsor.    The borrower, Crossgates Mall General Company NewCo, LLC, is a special purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure (the “Crossgates Mall Borrower”).  The sponsor of the borrower and the nonrecourse carve-out guarantor is Pyramid Crossgates Company, a New York general partnership (the “Crossgates Mall Sponsor”).

B-4

1 Crossgates Mall Road Albany, NY 12203 Collateral Asset Summary Crossgates Mall Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $120,000,000 63.8% 1.35x 9.5%

The Crossgates Mall Sponsor is approximately 65.5% owned by Robert J. Congel and Madeira Associates, and approximately 34.5% owned by other individuals and trusts, none of whom individually own more than 11% of the partnership. Madeira Associates is a New York general partnership, comprised, in part, of certain Congel family trusts.

The Pyramid Companies have owned and operated shopping malls in the Northeast for over 40 years, with a portfolio consisting of 17 retail properties across New York and Massachusetts producing approximately $4.0 billion in retail sales annually.

The Property.  The Crossgates Mall Property is a three-story, enclosed super regional shopping center located in Albany, New York, built in 1984 and renovated in 1994 and 1997. The Crossgates Mall Property has a total of 1,696,031 sq. ft., of which 1,298,620 sq. ft. is leasable collateral for the Crossgates Mall Loan. In addition to the 1,298,620 sq. ft. of leasable collateral, there is 53,735 sq. ft. of owned collateral on the third level that has been vacant since 2005 when the previous tenant, Regal Entertainment Group d/b/a Hoyt’s Cinemas, moved to the larger IMAX theater location on the northwest end of the Crossgates Mall Property. Regal Entertainment Group acquired Hoyt’s Cinemas in 2003 and now operates as Regal Crossgates 18 at the Crossgates Mall Property. The 200,000 sq. ft. Macy’s anchor space and a 143,676 sq. ft. vacant anchor space, both of which are owned by an affiliate of the Crossgates Mall Borrower, are subject to an REA and excluded from the collateral. The Crossgates Mall Property is anchored by Macy’s, JCPenney, Dick’s Sporting Goods, Best Buy and a Regal Crossgates 18 IMAX theater with many national retail in-line and junior anchor retailers. The leasable collateral of the Crossgates Mall Property is 90.3% leased as of March 26, 2012 and has maintained an average occupancy of 92.8% since 2007.

The below chart provides historical sales at the Crossgates Mall Property.

Historical Sales PSF(1)
	2008	2009	2010	2011(2)	2011 National Avg
JCPenney	$200	$188	$189	$188	$145
Dick’s Sporting Goods	NAP	NAP	$266	$262	$188
Best Buy(3)	$1,440	$1,400	$1,440	$1,440	$823
Total In-line (<10,000 sq. ft.)(4)	$503	$479	$514	$532	NAP
Apple	$3,864	$3,577	$5,334	$6,226	$5,647
Total In-line (excluding Apple)(4)	$404	$399	$394	$401	NAP

(1)	Historical Sales PSF is based on historical statements provided by the Crossgates Mall Borrower.
(2)	2011 Sales PSF includes only tenants who have reported a full 12 months. Approximately 82.5% of in-line tenants reported full year 2011 sales.
(3)	Best Buy sales represent estimates provided by the Crossgates Mall Borrower.
(4)	Excludes all major (>10,000 sq. ft.), restaurant and kiosk tenants.

Environmental Matters. The Phase I environmental report dated March 14, 2012 recommended the development and implementation of an Asbestos Operation and Maintenance Plan at the Crossgates Mall Property. An Asbestos O&M Plan dated March 28, 2012 has been implemented.

The Market.    The Crossgates Mall Property is located at the junction of I-90 and I-87 (the New York Thruway).  Located in the area known as the Capital District surrounding Albany, the Crossgates Mall Property draws visitors from surrounding areas, including Central New York, the North Country, Western Massachusetts and the Hudson Valley region. The MSA is defined as Albany, Schenectady, Saratoga, Rensselaer and Schoharie Counties. The Albany unemployment rate is 8.1% as of January 2012, which is lower than the national rate due to its large government sector, as the state government is the largest employer of the MSA. Forbes Magazine listed Albany as the fourth-best metro area for jobs, mostly due to the Tech Valley initiative, which has brought in high-tech jobs and investment to the area. The University at Albany’s nanotechnology research center is expanding its space and expected to add nearly 1,300 research and science positions. The expansion of the university’s nanotech center has attracted high-tech firms and tech projects to the area, including the College of Nanoscale Science and Engineering, located 0.5 miles from the Crossgates Mall Property, Global Foundries, Intel and Vista Technology.

The Crossgates Mall Property is located in the Albany/Schenectady/Troy retail market. Total retail vacancy within the Albany/Schenectady/Troy retail market ended the Q4 2011 at 5.0%, almost no change from Q3 2011 as only two buildings totaling 12,240 square feet were completed during the 4th quarter. Retail completions in 2011 totaled 101,799 square feet throughout 12 buildings within the market. Given the limited size of these projects, they are not considered to have a significant impact on the Crossgates Mall Property. Mall vacancy within the Albany/Schenectady/Troy retail market ended 2011 at 4.4% with no new buildings having been completed within the past three years. The appraiser determined total vacancy and collection loss for the Crossgates Mall Property to be 3.0%. As per the appraisal, the Crossgates Mall Property’s primary trade area spans an area encompassing an approximate thirty mile radius around the Crossgates Mall Property and the secondary trade area is up to forty-five miles from the site given its regional accessibility and location of competitive properties. The primary trade area has a 2011 estimated population of approximately 879,508, with average household income of approximately $68,899.

B-5

1 Crossgates Mall Road Albany, NY 12203 Collateral Asset Summary Crossgates Mall Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $120,000,000 63.8% 1.35x 9.5%

The below chart provides a comparison of the Crossgates Mall Property and its competitive set. Colonie Center is the most direct competitor, having been recently renovated, while Latham Circle Mall and Clifton Park Center provide limited competition.  Only Colonie Center shares the direct trade area with the Crossgates Mall Property.

Competitive Set(1)
Name	Crossgates Mall Property(2)	Colonie Center	Latham Circle Mall	Clifton Park Center	Rotterdam Square Mall
Distance from Property	NAP	2.3 miles	6.3 miles	12.8 miles	11.3 miles
Property Type	Super Regional Mall	Super Regional Mall	Regional Center	Super Regional Mall	Super Regional Mall
Owner	Pyramid Crossgates Company	Heitman Value Partners	Realty Financial Partners	DCG Development	Macerich
Year Built / Renovated	1984 / 1994, 1997	1966 / 2007	1957 / 1994	1976 / 1994	1990 / 1995
Total Occupancy(2)	81%	70%	40%	91%	84%
Size (Sq. Ft.)	1,696,031	1,292,646	662,948	592,128	579,990
Anchors / Major Tenants	Macy’s, JCPenney, Dick’s Sporting Goods, Best Buy, Regal Crossgates 18	Boscov’s, Macy’s, Sears	Burlington Coat Factory, JCPenney, Lowes Home Improvement	Boscov’s, JCPenney, Marshalls/Home Goods	Macy’s, Kmart, Sears

(1) Source: Appraisal

(2) Total Occupancy and Size (Sq. Ft.) for the Crossgates Mall Property are based on the entire mall square footage of 1,696,031.

Cash Flow Analysis.

Cash Flow Analysis
	2009	2010	2011	T-12 1/31/2012	U/W	U/W PSF
Base Rent(1)	$26,668,718	$26,334,771	$25,421,136	$25,416,294	$26,867,990	$20.69
Value of Vacant Space	0	0	0	0	3,853,187	2.97
Gross Potential Rent	$26,668,718	$26,334,771	$25,421,136	$25,416,294	$30,721,177	$23.66
Total Recoveries	13,140,593	13,158,912	12,961,989	12,928,322	13,474,688	10.38
Total Other Income	2,691,517	3,250,799	3,209,563	3,239,892	3,050,925	2.35
Less: Vacancy(2)	0	0	0	0	(3,853,187)	(2.97)
Effective Gross Income	$42,500,829	$42,744,482	$41,592,688	$41,584,508	$43,393,603	$33.42
Total Operating Expenses	14,097,991	14,358,849	14,208,241	14,399,926	14,839,965	11.43
Net Operating Income	$28,402,837	$28,385,633	$27,384,447	$27,184,582	$28,553,638	$21.99
TI/LC	0	0	0	0	1,042,447	0.80
Capital Expenditures	0	0	0	0	283,995	0.22
Net Cash Flow	$28,402,837	$28,385,633	$27,384,447	$27,184,582	$27,227,197	$20.97
Average Annual Rent PSF(3)	$21.85	$21.35	$21.42

(1) U/W Base Rent includes $298,097 in contractual step rent through March 2013.

(2) U/W Vacancy represents 8.2% of gross income.

(3) Historical Average Annual Rent PSF is based on historical operating statements and occupancy rates provided by the Crossgates Mall Borrower and exclude non-collateral anchors as well as the 53,735 sq. ft. vacant theater space.

Property Management.    The Crossgates Mall Property is managed by Pyramid Management Group, LLC, an affiliate of the Crossgates Mall Borrower.

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

Additionally, all excess cash will be swept into a lender controlled account upon an event of default or if the debt service coverage ratio for the trailing 12-month period is less than 1.125x on the last day of the calendar quarter until the debt service coverage ratio is 1.15x or greater for two consecutive calendar quarters. During a cash sweep caused solely by a low DSCR, if there is no event of default, funds will be disbursed to pay for approved budgeted operating expenses and approved extraordinary expenses after payment of debt service and reserves.

B-6

1 Crossgates Mall Road Albany, NY 12203 Collateral Asset Summary Crossgates Mall Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $120,000,000 63.8% 1.35x 9.5%

Initial Reserves.    At closing, the Crossgates Mall Borrower deposited (i) $3,850,000 into a tax reserve account, (ii) $1,863,853 into the TI/LC reserve account and (iii) $212,000 into a required repair account.

Ongoing Reserves.    On a monthly basis, the Crossgates Mall Borrower is required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $550,000, into a tax reserve account, (ii) 1/12 of the annual insurance premium into an insurance reserve account, however monthly insurance deposits will not be required so long as (a) an acceptable blanket policy is in place and (b) the insurance premiums for the subsequent 12 months have been paid, (iii) $23,666 into a capital expenditure account and (iv) $86,871 into a TI/LC reserve account.

Current Mezzanine or Subordinate Indebtedness.    None.

Future Mezzanine or Subordinate Indebtedness Permitted.    None.

Partial Release. From and after 90 days from the closing of the Crossgates Mall Loan, the Crossgates Mall Borrower may obtain release of one or more vacant, non-income producing parcels without any required prepayment of the Crossgates Mall Loan, so long as, among other things, the remaining property continues to comply with zoning and applicable legal requirements, the parcel being released is legally subdivided, the Crossgates Mall Borrower continues to be a single purpose entity and such other conditions as more particularly set forth in the Crossgates Mall Loan documents are satisfied.

B-7

1 Crossgates Mall Road Albany, NY 12203 Collateral Asset Summary Crossgates Mall Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $120,000,000 63.8% 1.35x 9.5%

B-8

1 Crossgates Mall Road Albany, NY 12203 Collateral Asset Summary Crossgates Mall Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $120,000,000 63.8% 1.35x 9.5%

B-9

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B-10

3700 Rivertown Parkway Grandville, MI 49418 Collateral Asset Summary RiverTown Crossings Mall Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $55,312,057 60.9% 1.69x 11.6%

B-11

3700 Rivertown Parkway Grandville, MI 49418 Collateral Asset Summary RiverTown Crossings Mall Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $55,312,057 60.9% 1.69x 11.6%

Mortgage Loan Information			Property Information
Loan Seller(1):	CCRE		Single Asset / Portfolio:		Single Asset
Loan Purpose:	Refinance		Property Type:		Super Regional Mall
Sponsor:	General Growth Properties, Inc.		Collateral:		Fee Simple
Borrower:	GGP-Grandville, L.L.C.		Location:		Grandville, MI
Original Balance(2):	$56,000,000		Year Built / Renovated:		2000 / NAP
Cut-off Date Balance(2):	$55,312,057		Total Sq. Ft.:		1,271,394
% by Initial UPB:	5.9%		Total Collateral Sq. Ft.:		635,769
Interest Rate:	5.1883333333%		Property Management:		General Growth Properties
Payment Date:	6th of each month		Underwritten NOI:		$17,899,047
First Payment Date:	July 6, 2011		Underwritten NCF:		$17,104,336
Maturity Date:	June 6, 2021		Appraised Value:		$253,000,000
Amortization:	360 months		Appraisal Date:		November 5, 2011
Additional Debt(3):	$100,000,000 Pari Passu Loan
	$13,000,000 Mezzanine Loan		Historical NOI
	Future Mezzanine Debt Permitted		TTM NOI:		$17,765,633 (T-12 September 30, 2011)
Call Protection(4):	L(35), D(81), O(4)		2010 NOI:		$16,896,609 (December 31, 2010)
Lockbox / Cash Management:	Hard / In Place		2009 NOI:		$16,854,682 (December 31, 2009)
			2008 NOI:		$18,762,751 (December 31, 2008)
Reserves(5)
	Initial	Monthly	Historical Occupancy(6)
Taxes:	$1,643,154	$203,887	Current Occupancy(8):		91.5% (March 31, 2012)
Insurance:	$0	Springing	2011 Occupancy:		93.1% (December 31, 2011)
Replacement:	$0	Springing	2010 Occupancy:		94.2% (December 31, 2010)
TI/LC:	$0	Springing	2009 Occupancy:		93.4% (December 31, 2009)
Unfunded Tenant Obligations:	$568,868	$0	2008 Occupancy:		95.5% (December 31, 2008)
			(1)	The RiverTown Crossings Mall Loan Combination was originated by Column Financial, Inc. on June 1, 2011 and purchased by Cantor Commercial Real Estate Lending, L.P. on October 28, 2011.
Financial Information
	Mortgage Loan(2)	Total Debt(3)	(2)	Only the $56,000,000 senior pari passu A-2 Note portion of the RiverTown Crossings Mall Loan Combination is being contributed to the COMM 2012-CCRE1 transaction. DSCR, Debt Yield, LTV, Cut-off Date Balance / Sq. Ft. and Balloon Balance / Sq. Ft. calculations are based on the aggregate Cut-off Date and Balloon principal balances of the senior pari passu A-1 Note and A-2 Note, as applicable.
Cut-off Date Balance / Sq. Ft.(6):	$242	$263
Balloon Balance / Sq. Ft.(6):	$205	$222
Cut-off Date LTV:	60.9%	66.0%
Balloon LTV:	51.5%	55.8%
Underwritten NOI DSCR(7):	1.77x	1.55x	(3)	Additional Debt balances represent the original balances of the Pari Passu and Mezzanine loans. See “Current Mezzanine or Subordinate Indebtedness” and “Future Mezzanine or Subordinate Indebtedness Permitted” herein.
Underwritten NCF DSCR(7):	1.69x	1.48x
Underwritten NOI Debt Yield:	11.6%	10.7%
Underwritten NCF Debt Yield:	11.1%	10.2%	(4)	Defeasance of the full $156 million RiverTown Crossings Mall Loan Combination is permitted on the date that is the earlier to occur of (i) two years after the closing date of the COMM 2012-CCRE1 securitization, and (ii) three years following the note date, or June 1, 2014.
			(5)	See “Initial Reserves” herein and “Ongoing Reserves” herein.
			(6)	Based on Total Collateral Sq. Ft. of 635,769.
			(7)	DSCR is calculated using the average debt service payments over the first 12 months following the Cut-off Date.
			(8)	96.5% occupied based on Total Sq. Ft.

B-12

3700 Rivertown Parkway Grandville, MI 49418 Collateral Asset Summary RiverTown Crossings Mall Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $55,312,057 60.9% 1.69x 11.6%

Tenant Summary
Tenant Mix	Ratings  (Fitch/Moody’s/S&P)(1)	Total Sq. Ft.	% of Total Sq. Ft.	Lease  Expiration	Total Sales (000s)(2)	Sales PSF(2)	Occupancy Cost  (% of Sales)(2)
Non-Collateral Anchors
Macy’s	BBB-/Baa3/BBB	165,754	NAP	NAP	$19,000	$115	NAP
Younkers	B-/Caa2/B-	150,081	NAP	NAP	$22,500	$150	NAP
Sears	CCC/B3/CCC+	124,245	NAP	NAP	$18,500	$149	NAP
JCPenney	BB+/NR/BB	105,780	NAP	NAP	$19,000	$180	NAP
Kohl’s	BBB+/Baa1/BBB+	89,765	NAP	NAP	$30,000	$334	NAP
Total Non-Collateral Anchors		635,625			$109,000	$171
Collateral Anchors
Dick’s Sporting Goods	NR/NR/NR	91,346	14.4%	1/31/2016	$12,400	$136	5.8%
Celebration Cinemas	NR/NR/NR	86,410	13.6%	12/31/2024	$10,224	$511,201	20.5%
Total Collateral Anchors		177,756	28.0%		$22,624		12.5%
Major Tenants (>10,000 sq. ft.)
Barnes & Noble	NR/NR/NR	25,848	4.1%	1/31/2015	$6,008	$232	7.1%
Old Navy	BBB-/Baa3/BB+	20,097	3.2%	5/31/2016	$7,098	$353	7.6%
FYE	NR/NR/NR	13,347	2.1%	1/31/2014	$1,865	$140	7.2%
Gap/Gapkids	BBB-/Baa3/BB+	11,626	1.8%	10/31/2015	$2,808	$242	15.1%
Ubu Home Furnishings	NR/NR/NR	11,235	1.8%	6/30/2016	$1,360	$121	7.6%
Victoria’s Secret	NR/NR/NR	10,383	1.6%	1/31/2021	$6,469	$623	7.5%
Love Culture	NR/NR/NR	10,164	1.6%	12/31/2020	$3,845	$378	11.5%
Total Major Tenants		102,700	16.2%		$29,452	$287	8.7%
In-line Tenants(3)		295,450	46.5%		$89,893	$448	13.6%
Total Occupied Collateral(4)		575,906	90.6%
Vacant(4)		59,863	9.4%
Total Collateral Sq. Ft.(5)		635,769	100.0%

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

(2) Total Sales and Sales PSF are based on T-12 through February 2012 sales figures for those tenants who report sales.  Dick’s Sporting Goods and the Non-Collateral Anchors’ sales figures shown in the table above are based on 2010 estimates provided by the RiverTown Crossings Mall Borrower.  Occupancy Cost is calculated based on U/W Annual Base Rent including any applicable rent steps (through June 1, 2012) and additional percentage rent based on sales breakpoints plus estimated contractual reimbursements divided by sales.

(3) In-line Tenants are tenants occupying less than 10,000 sq. ft. and include out-parcel and food court tenants.  Sales PSF and Occupancy Cost reflect comparable tenants only (200,765 sq. ft.). Comparable tenants are tenants that have been in their space for at least one year and report sales.

(4) Occupancy is based on the underwriting performed in conjunction with CCRE’s purchase of the RiverTown Crossings Mall Loan Combination in October 2011.  As of the March 31, 2012 rent roll, current occupancy is 91.5%.

(5) Total Collateral Sq. Ft. does not include Non-Collateral Anchor tenants.

B-13

3700 Rivertown Parkway Grandville, MI 49418 Collateral Asset Summary RiverTown Crossings Mall Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $55,312,057 60.9% 1.69x 11.6%

Lease Rollover Schedule(1)(2)
Year	# of Leases Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring	Cumulative Sq. Ft. Expiring	Cumulative % of Sq. Ft. Expiring	Annual U/W Base Rent PSF	% U/W Base Rent Rolling	Cumulative % of U/W Base Rent
MTM	1	1,664	0.3%	1,664	0.3%	$42.09	0.4%	0.4%
2012	10	24,034	3.8%	25,698	4.0%	$25.84	3.5%	3.9%
2013	15	31,191	4.9%	56,889	8.9%	$36.50	6.5%	10.4%
2014	5	19,064	3.0%	75,953	11.9%	$25.27	2.7%	13.2%
2015	17	79,959	12.6%	155,912	24.5%	$37.00	16.9%	30.1%
2016	7	135,396	21.3%	291,308	45.8%	$13.14	10.2%	40.2%
2017	9	28,307	4.5%	319,615	50.3%	$49.04	7.9%	48.1%
2018	3	3,698	0.6%	323,313	50.9%	$74.72	1.6%	49.7%
2019	4	17,394	2.7%	340,707	53.6%	$46.18	4.6%	54.3%
2020	27	96,593	15.2%	437,300	68.8%	$39.60	21.8%	76.1%
2021	9	44,605	7.0%	481,905	75.8%	$35.66	9.1%	85.2%
2022	3	7,591	1.2%	489,496	77.0%	$96.95	4.2%	89.4%
Thereafter	1	86,410	13.6%	575,906	90.6%	$21.50	10.6%	100.0%
Vacant	NAP	59,863	9.4%	635,769	100.0%	NAP	NAP
Total / Wtd. Avg.	111	635,769	100.00%			$30.43	100.0%

(1) Certain tenants have lease termination options related to co-tenancy provisions and sales thresholds that may become exercisable prior to the originally stated expiration date of the tenant lease and that are not considered in the lease rollover schedule.

(2) Based on the underwriting performed in conjunction with CCRE’s purchase of the RiverTown Crossings Mall Loan Combination.  Current occupancy as of the March 31, 2012 rent roll is 91.5%, based on Total Collateral Sq. Ft. of 635,769.

The Loan.  The RiverTown Crossings Mall loan combination (the “RiverTown Crossings Mall Loan Combination”) is a fixed rate loan secured by the borrower’s fee simple interest in a 635,769 square foot portion of the 1,271,394 sq. ft. Class A, super regional mall located at 3700 Rivertown Parkway in Grandville, Michigan (the “RiverTown Crossings Mall Property”) with an original principal balance of $156.0 million.  The RiverTown Crossings Mall Loan Combination is evidenced by two pari passu notes, one with an original principal balance of $100.0 million (the “A-1 Note”), which note is not included in this securitization, and one with an original principal balance of $56.0 million (the “A-2 Note” or the “RiverTown Crossings Mall Mortgage Loan”).

The RiverTown Crossings Mall Loan Combination has a 10-year term and amortizes on a 30-year schedule. The RiverTown Crossings Mall Loan Combination accrues interest at a fixed rate equal to 5.1883333333% and has an outstanding principal balance as of the Cut-off Date of approximately $154.1 million. The RiverTown Crossings Mall Loan Combination proceeds were used to retire existing debt for approximately $114.0 million and return approximately $52.1 million of equity to the borrower. Based on the appraised value of $253.0 million as of November 5, 2011, the Cut-off Date LTV is 60.9% and the remaining implied equity is $84.0 million. The most recent prior financing of the RiverTown Crossings Mall Property (other than the transaction that included the A-1 Note) was in the COMM 2001-J2A transaction.

Only the A-2 Note, with a principal Cut-off Date Balance of $55,312,057, is being contributed to the COMM 2012-CCRE1 transaction.  The A-1 Note (the “RiverTown Crossings Mall Companion Loan”) was securitized in CFCRE 2011-C2 and has a current balance of $98,771,530.  The RiverTown Crossings Mall Mortgage Loan is the non-controlling interest in the RiverTown Crossings Mall Loan Combination and will be serviced pursuant to the Pooling and Servicing Agreement governing the CFCRE 2011-C2 transaction.  The relationship between the holders of the RiverTown Crossings Mall Mortgage Loan and the RiverTown Crossings Mall Companion Loan will be governed by an intercreditor agreement. See “Description of the Mortgage Pool ― Loan Combinations ― The RiverTown Crossings Mall Loan Combination” in this prospectus supplement.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan (A-2 Note)	$56,000,000	33.1%	Loan Payoff	$113,967,960	67.4%
Companion Loan (A-1 Note)	$100,000,000	59.2%	Reserves	$2,212,022	1.3%
Mezzanine Loan	$13,000,000	7.7%	Closing Costs	$750,194	0.4%
			Return of Equity	$52,069,824	30.8%
Total Sources	$169,000,000	100.0%	Total Uses	$169,000,000	100.0%

B-14

3700 Rivertown Parkway Grandville, MI 49418 Collateral Asset Summary RiverTown Crossings Mall Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $55,312,057 60.9% 1.69x 11.6%

The Borrower / Sponsor.    The borrower, GGP-Grandville L.L.C. (the “RiverTown Crossings Mall Borrower”), is a single purpose entity structured to be bankruptcy remote with two independent directors in its organizational structure.  The RiverTown Crossings Mall Borrower is wholly owned by GGP Limited Partnership, which is the nonrecourse carve-out guarantor (“RiverTown Crossings Mall Guarantor”).  Both the RiverTown Crossings Mall Borrower and RiverTown Crossings Mall Guarantor are affiliates of General Growth Properties, Inc. (“GGP”), the RiverTown Crossings Mall Loan Combination sponsor.

GGP is one of the largest shopping center owners in the United States.  As of December 31, 2011, GGP had ownership and management interest in 136 regional and super regional shopping malls totaling approximately 140 million sq. ft. located in 41 states.  GGP is a publicly-traded real estate investment trust (REIT) listed on the New York Stock Exchange under the symbol “GGP.”  Information from GGP’s 10-K dated December 31, 2011 reports the company has approximately $29.5 billion in total assets and approximately $8.6 billion in total equity. GGP and certain of its domestic subsidiaries filed for bankruptcy protection under Chapter 11 in the Southern District of New York on April 16, 2009 and emerged from bankruptcy on November 9, 2010.

The Property.  The RiverTown Crossings Mall Property is a two-story, enclosed super regional mall located in Grandville, Michigan, a suburb of Grand Rapids.  The RiverTown Crossings Mall Property is located within ½ mile of Interstate 196, and approximately three miles west of US 131, a major North-South highway servicing the western part of Michigan.  According to the appraiser, the RiverTown Crossings Mall Property’s trade area extends up to a radius of 10 miles containing a 2010 estimated population of approximately 465,000. The RiverTown Crossings Mall is considered to be the dominant regional mall in the Grand Rapids metropolitan statistical area (“MSA”).

The mall was constructed in 2000 and contains 1,271,394 sq. ft. of total gross leasable area (“GLA”), of which 635,769 sq. ft. is collateral for the RiverTown Crossings Mall Loan Combination.  The mall is anchored by Macy’s, Younkers, Sears, Kohl’s, JCPenney, Dick’s Sporting Goods and Celebration Cinemas, two of which (Dick’s Sporting Goods and a 20-screen Celebration Cinemas) are collateral for the RiverTown Crossings Mall Loan Combination.  In addition to the anchors, the mall is occupied by more than 100 tenants, including nationally recognized retailers such as Coach, Banana Republic, Abercrombie & Fitch, Hollister Co., Aeropostale and Victoria’s Secret.

The RiverTown Crossings Mall Property is 96.5% occupied as of March 31, 2012 based on the total GLA and has maintained an average occupancy of 97.0% since 2008.  For the trailing 12-month period ending February 2012, comparable in-line sales (tenants occupying less than 10,000 sq. ft. with full 2010 and 2011 sales) for tenants totaling approximately 200,765 sq. ft. were $89.9 million, or $448 PSF, with a corresponding average occupancy cost of 13.6%.  These sales represented a 2.6% increase over 2010 sales and an 8.2% increase over 2009 sales.  The Celebration Cinemas movie theater features stadium seating and IMAX, and achieved total sales of $10.2 million or $511,201 per screen for the trailing 12-month period ending February 2012.

Historical Sales PSF(1)
	2008	2009	2010	2011
Celebration Cinemas(2)	$392,614	$493,114	$498,560	$499,245
In-line Tenants(3)	$432	$414	$436	$446

(1) Sales PSF are based on year-end 2011 sales figures for those tenants who report sales.

(2) Celebration Cinemas sales figures are on a per screen basis.  Celebration Cinemas has 20 screens.

(3) In-lineTenants are tenants occupying less than 10,000 sq. ft. and include out-parcel and food court tenants.  Sales PSF reflect comparable tenants only (200,765 sq. ft.).

Environmental Matters. The Phase I environmental report dated May 23, 2011 recommended no further action at the RiverTown Crossings Mall Property, other than the continued implementation of an Asbestos O&M program, which is already in place.

The Market.  The RiverTown Crossings Mall Property is located in Grandville, Michigan, part of the Grand Rapids MSA and situated approximately 160 miles west of Detroit.  According to the appraiser, the number of households in 2010 within a 5-mile and 10-mile radius of the RiverTown Crossings Mall Property is approximately 51,221 and 173,414, respectively.  Furthermore, the 2010 estimated population within a 5-mile radius and 10-mile radius of the Property is approximately 135,094 and 465,085, respectively.  The entire Grand Rapids MSA has a total population in 2011 of approximately 785,000.  At the end of 2010, the Grand Rapids area had an aggregate retail sales level of approximately $10.94 billion, with average sales per household of approximately $37,720, which is greater than the state of Michigan average sales per household of $33,498 and the national average of $37,205.  Average annual household income in 2010 for the Grand Rapids MSA is estimated to be approximately $63,454 as compared to the State of Michigan average of $64,039 and national average of $71,071.

Grand Rapids’ economic base is more diverse and less vulnerable to the manufacturing industry than Southeast Michigan.  The Grand Rapids healthcare and life sciences industries are expanding.  Michigan State University has committed to move its East Lansing College of Human Medicine to the new $70 million Secchia Center, which is expected to create approximately 2,800 jobs and generate

B-15

3700 Rivertown Parkway Grandville, MI 49418 Collateral Asset Summary RiverTown Crossings Mall Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $55,312,057 60.9% 1.69x 11.6%

approximately $1.5 billion in economic activity over the next 10 years.  In addition, Grand Rapids is considered the center of the nation’s office furniture manufacturing industry.

Primary competition for the RiverTown Crossings Mall Property is provided by Woodland Mall, which is located 10 miles from the RiverTown Crossings Mall Property on the opposite side of Grandville.  The appraiser reported sales for the competing center to be approximately $385 PSF or 12.7% below the $441 PSF reported sales at the RiverTown Crossings Mall Property.  Furthermore, the appraiser indicated that 45 retailers have stores located at both Woodland Mall and the RiverTown Crossings Mall Property and of these 45 retailers, 85% have higher sales productivity at the RiverTown Crossings Mall Property.

The following table presents certain information relating to the primary competition for the RiverTown Crossings Mall Property:

Competitive Set(1)
Name	Woodland Mall	Westshore Mall	The Lakes Mall	The Crossroads	Lansing Mall	Meridian Mall
Distance from Subject	10± mi. northeast	18± mi. southwest	40± mi. northwest	55± mi. southeast	60± mi. southeast	65± mi. southeast
Property Type	Super Regional Center	Regional Center	Regional Center	Regional Center	Super Regional Center	Super Regional Center
Year Built / Renovated	1968 / 1989, 2001	1988 / NAP	2001 / NAP	1980 / 2001	1969 / 2002	1969 / 2001
Total GLA (Sq. Ft.)	1,080,000	393,477	590,362	770,539	835,692	975,148
Total Occupancy	92%	66%	85%	94%	83%	96%
Sales PSF	$385	$150	$260	$320	$238	$260
Anchors	JCPenney, Macy’s, Sears, Barnes & Noble, Kohl’s	JCPenney, Younkers, Dunham’s Sports	JCPenney, Sears, Younkers, Dick’s Sporting Goods	JCPenney, Macy’s, Sears	JCPenney, Macy’s, Younkers, Best Buy	Macy’s, JCPenney, Younkers, Dick’s Sporting Goods

(1) Source: Appraisal

Cash Flow Analysis.

Cash Flow Analysis(1)
	2009	2010	T-12 9/30/2011	U/W(2)	U/W PSF
Base Rent	$17,735,432	$18,337,037	$18,676,773	$19,397,737	$30.51
Value of Vacant Space	0	0	0	1,841,781	2.90
Gross Potential Rent	$17,735,432	$18,337,037	$18,676,773	$21,239,518	$33.41
Total Recoveries	6,459,077	5,627,203	5,865,132	7,570,196	11.91
Total Other Income	823,302	611,152	822,514	678,031	1.07
Credit Loss	(203,281)	(79,891)	(31,108)	0	0.00
Less: Vacancy(3)	0	0	0	(3,517,945)	(5.53)
Effective Gross Income	$24,814,530	$24,495,501	$25,333,311	$25,969,801	$40.85
Total Operating Expenses	7,959,849	7,598,893	7,567,679	8,070,753	12.69
Net Operating Income	$16,854,682	$16,896,609	$17,765,633	$17,899,047	$28.15
TI/LC	0	0	0	635,769	1.00
Capital Expenditures	0	0	0	158,942	0.25
Net Cash Flow	$16,854,682	$16,896,609	$17,765,633	$17,104,336	$26.90

(1) Certain non-recurring or non-operating items were excluded from the historical presentation and are not considered for UW net cash flow.

(2) The U/W cash flow includes (i) contractual rent steps through June 1, 2012 and (ii) specialty leasing income from kiosk/seasonal tenants.

(3) U/W Vacancy of 12.2% based on the actual economic vacancy at the RiverTown Crossings Mall Property.  The RiverTown Crossings Mall Property is 91.5% occupied (as of March 31, 2012) based on owned collateral.

Property Management.    The RiverTown Crossings Mall Property is self-managed by the RiverTown Crossings Mall Borrower, which is indirectly majority owned by GGP.

Lockbox / Cash Management.    The RiverTown Crossings Mall Loan Combination is structured with a hard lockbox and in place cash management.  The RiverTown Crossings Mall Borrower provided tenant direction letters to all tenants instructing them to deposit all rents and payments into the lockbox account controlled by the lender.  All funds in the lockbox account are swept daily to a cash management account under the control of the lender and amounts in this account are used to pay monthly debt service payments and any reserves due under the RiverTown Crossings Mall Loan Combination documents with any excess amounts remaining in this account returned to the RiverTown Crossings Mall Borrower in accordance with the RiverTown Crossings Mall Loan documents.

B-16

3700 Rivertown Parkway Grandville, MI 49418 Collateral Asset Summary RiverTown Crossings Mall Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $55,312,057 60.9% 1.69x 11.6%

Excess Cash Reserve.  Upon the occurrence of a Trigger Period or Event of Default (as defined in the RiverTown Crossings Mall Loan Combination documents), all excess cash is required to be deposited into an excess cash reserve to be held as additional security for the RiverTown Crossings Mall Loan Combination.  A “Trigger Period” is defined as any period (i) from (A) the conclusion of any test period during which DSCR is less than 1.15x to (B) the conclusion of the second of any two test periods ending in consecutive fiscal quarters thereafter during each of which test period’s DSCR exceeds 1.15x, (in each case, based on the combined mortgage and mezzanine loan balances) (ii) during which the financial reports required to be delivered are not delivered to lender as and when required, or (iii) during the occurrence of any Mezzanine Debt Event of Default (as such term is defined in the RiverTown Crossings Mall Loan Combination documents).

Initial Reserves.    At closing, the RiverTown Crossings Mall Borrower deposited (i) $1,643,154 into a tax reserve account and (ii) $568,868 in unfunded obligations for tenant improvements associated with the following tenants: Uccello’s of Grandville ($325,000), Teavana ($121,968) and Love Culture ($121,900).

Ongoing Reserves.    On a monthly basis, the RiverTown Crossings Mall Borrower is required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $203,887 into a tax reserve account and (ii) 1/12 of estimated annual insurance premiums, unless the RiverTown Crossings Mall Borrower provides evidence of insurance under a blanket policy satisfying the requirements set forth in the loan documents.  Upon the occurrence and during the continuance of a Trigger Period, the RiverTown Crossings Mall Borrower is required to escrow (i) $13,239 per month for replacement reserves (approximately $0.25 PSF per annum) capped at $163,367 and (ii) $52,956 monthly for rollover reserves (approximately $1.00 PSF per annum) capped at $635,469.

Current Mezzanine or Subordinate Indebtedness.    A parent of the RiverTown Crossings Mall Borrower has incurred mezzanine debt (the “RiverTown Crossings Mall Mezzanine Loan”) with an outstanding principal balance of $12,840,299 secured by a pledge of direct equity interests in the RiverTown Crossings Mall Borrower.  The RiverTown Crossings Mall Mezzanine Loan carries a 9.5% interest rate, amortizes on a 30-year schedule and is coterminous with the RiverTown Crossings Mall Loan Combination.  The RiverTown Crossings Mall Mezzanine Loan is currently held by an affiliate of Redwood Trust, Inc. and is not an asset of the trust.

Future Mezzanine or Subordinate Indebtedness Permitted.    Future mezzanine financing is permitted, subject to the satisfaction of various conditions including, without limitation, (i) immediately after giving effect to such mezzanine loan (A) the aggregate LTV shall not exceed 69.55% and (B) the DSCR (calculated on a pro-forma basis giving effect to such mezzanine loan) is at least 1.48x; (ii) receipt of a subordination and intercreditor agreement reasonably acceptable to lender; (iii) such mezzanine loan shall be either coterminous with the RiverTown Crossings Mall Loan Combination or freely pre-payable without premium or penalty from and after a date that occurs prior to the maturity date of the RiverTown Crossings Mall Loan Combination; (iv) if the permitted mezzanine debt bears a floating rate of interest, the mezzanine borrower will be required to acquire and maintain an interest rate cap agreement reasonably satisfactory to lender in a notional amount not less than the outstanding principal balance of such permitted mezzanine debt; and (v) satisfaction of any rating agency conditions.

Partial Release.  The RiverTown Crossings Mall Borrower may obtain the release of one or more vacant, non-income producing parcels or outlots and/or one or more Acquired Expansion Parcels (as defined in the related loan documents, each a “Release Parcel”) upon satisfaction of specified conditions including the satisfaction of the lender that the Release Parcel is not necessary for the operation or use of the RiverTown Crossings Mall Property and may be readily separated without a material diminution in the value (as reasonably determined and satisfactory to lender) of the remaining property.

Substitution of Collateral. Non-income producing portions of the RiverTown Crossings Mall Property may be released from the lien of the mortgage and substituted for parcels at or adjacent to the RiverTown Crossings Mall Property upon satisfaction of specified conditions, including, without limitation, evidence that such substitution will not diminish the value of the RiverTown Crossings Mall Property, and evidence that the exchange parcel is not necessary for the operation or use of the RiverTown Crossings Mall Property.

B-17

3700 Rivertown Parkway Grandville, MI 49418 Collateral Asset Summary RiverTown Crossings Mall Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $55,312,057 60.9% 1.69x 11.6%

B-18

3700 Rivertown Parkway Grandville, MI 49418 Collateral Asset Summary RiverTown Crossings Mall Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $55,312,057 60.9% 1.69x 11.6%

B-19

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B-20

1000 and 1100 San Leandro
Boulevard and 500 Davis Street San Leandro, CA 94577 Collateral Asset Summary Creekside Plaza Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $55,000,000 67.6% 1.69x 11.3%

B-21

1000 and 1100 San Leandro
Boulevard and 500 Davis Street San Leandro, CA 94577 Collateral Asset Summary Creekside Plaza Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $55,000,000 67.6% 1.69x 11.3%

Mortgage Loan Information			Property Information
Loan Seller:	GACC		Single Asset / Portfolio:		Single Asset
Loan Purpose:	Refinance		Property Type:		Suburban Office
Sponsor:	David Irmer; T. Lawrence Jett		Collateral:		Fee Simple
Borrower:	Creekside Plaza Partners, LLC		Location:		San Leandro, CA
Original Balance:	$55,000,000		Year Built / Renovated:		2002, 2004, 2010 / NAP
Cut-off Date Balance:	$55,000,000		Total Sq. Ft.:		227,707
% by Initial UPB:	5.9%		Property Management:		Lanikai Management Corp.; The Innisfree Companies, Inc.
Interest Rate:	4.9400%
Payment Date:	6th of each month		Underwritten NOI:		$6,193,757
First Payment Date:	June 6, 2012		Underwritten NCF:		$5,930,463
Maturity Date:	May 6, 2022		Appraised Value:		$81,330,000
Amortization:	Interest Only for first 60 months; 360 months thereafter		Appraisal Date:		February 29, 2012
Additional Debt:	None		Historical NOI
Call Protection:	L(12), YM1(104), O(4)		2011 NOI:		$6,051,828 (December 31, 2011)
Lockbox / Cash Management:	Springing Hard / Springing		2010 NOI:		$5,198,865 (December 31, 2010)
			2009 NOI(4):		$3,624,223 (December 31, 2009)
Reserves(1)
	Initial	Monthly	Historical Occupancy
Taxes:	$70,866	$35,433	Current Occupancy:		100.0% (March 13, 2012)
Insurance:	$22,048	$2,793	2011 Occupancy:		100.0% (December 31, 2011)
Replacement:	$0	$4,750	2010 Occupancy:		100.0% (December 31, 2010)
TI/LC(2):	$750,000	$13,000	2009 Occupancy(4):		100.0% (December 31, 2009)
Kaiser Rollover Reserve:	$600,000	$0	(1)	See “Initial Reserves” and “Ongoing Reserves” herein.
			(2)	The TI/LC monthly deposit increases from $13,000 to $25,000, subject to deposit cap restrictions, on the earlier of the payment date in January 2017 and the date the balance in such reserve falls below $750,000 (see “Ongoing Reserves” herein).
Financial Information
Cut-off Date Balance / Sq. Ft.:		$242
Balloon Balance / Sq. Ft.:		$223	(3)	Assumes amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 2.25x and 2.15x, respectively.
Cut-off Date LTV:		67.6%
Balloon LTV:		62.3%
Underwritten NOI DSCR(3):		1.76x	(4)	2009 NOI and 2009 Occupancy only include Buildings A and C, as Building B was constructed in 2010.
Underwritten NCF DSCR(3):		1.69x
Underwritten NOI Debt Yield:		11.3%
Underwritten NCF Debt Yield:		10.8%

B-22

1000 and 1100 San Leandro
Boulevard and 500 Davis Street San Leandro, CA 94577 Collateral Asset Summary Creekside Plaza Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $55,000,000 67.6% 1.69x 11.3%

Tenant Summary
Tenant	Ratings (Fitch/Moody’s/S&P)(1)	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area	U/W Base  Rent PSF	% of Total U/W Base Rent	Lease Expiration
Regional Center of the East Bay	NR/Baa1/NR	67,186	29.5%	$40.17	34.2%	3/1/2030
Alameda Co. – General Services Agency	AA-/A1/AA	61,082	26.8%	$33.98	26.3%	Various(2)
TriNet Employer Group(3)	NR/NR/NR	48,693	21.4%	$30.57	18.8%	4/14/2017
Kaiser Foundation Health, Inc.(4)	NR/NR/A+	24,715	10.9%	$31.92	10.0%	2/28/2013
Every Child Counts (Alameda County)	AA-/A1/AA	19,101	8.4%	$33.66	8.1%	4/30/2013
Total Major Tenants		220,777	97.0%	$34.85	97.4%
Remaining Tenants		6,930	3.0%	$29.46	2.6%
Total Occupied Collateral		227,707	100.0%	$34.69	100.0%
Vacant		0	0.0%
Total		227,707	100.0%

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

(2)	Alameda Co. – General Services Agency has 50,041 square feet expiring in January 2019 and 11,041 square feet expiring in September 2021. In April 2011, Alameda Co. – General Services Agency exercised its 5-year extension option on the 50,041 sq. ft. space early.
(3)	TriNet Employer Group subleases 9,419 square feet to OSIsoft, LLC through January 31, 2017 at $31.56 PSF.

(4) Kaiser Foundation Health, Inc. has a lease amendment out for signature with rent of $33.00 PSF gross and a lease maturity of February 2020.

Lease Rollover Schedule
Year	# of Leases Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring	Cumulative Sq. Ft. Expiring	Cumulative % of Sq. Ft. Expiring	Annual U/W Base Rent PSF	% U/W Base Rent Rolling	Cumulative % of U/W Base Rent
MTM	1	490	0.2%	490	0.2%	$0.00	0.0%	0.0%
2012	0	0	0.0%	490	0.2%	$0.00	0.0%	0.0%
2013	2	43,816	19.2%	44,306	19.5%	$32.68	18.1%	18.1%
2014	0	0	0.0%	44,306	19.5%	$0.00	0.0%	18.1%
2015	1	2,461	1.1%	46,767	20.5%	$27.00	0.8%	19.0%
2016	0	0	0.0%	46,767	20.5%	$0.00	0.0%	19.0%
2017	1	48,693	21.4%	95,460	41.9%	$30.57	18.8%	37.8%
2018	0	0	0.0%	95,460	41.9%	$0.00	0.0%	37.8%
2019	1	50,041	22.0%	145,501	63.9%	$34.20	21.7%	59.5%
2020	1	3,979	1.7%	149,480	65.6%	$34.61	1.7%	61.2%
2021	1	11,041	4.8%	160,521	70.5%	$33.00	4.6%	65.8%
2022	0	0	0.0%	160,521	70.5%	$0.00	0.0%	65.8%
Thereafter	1	67,186	29.5%	227,707	100.0%	$40.17	34.2%	100.0%
Vacant	NAP	0	0.0%	227,707	100.0%	NAP	NAP
Total / Wtd. Avg.	9	227,707	100.0%			$34.69	100.0%

The Loan.    The Creekside Plaza loan (the “Creekside Plaza Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the three building, 227,707 square foot Class A suburban office park located at 1000 and 1100 San Leandro Boulevard, and 500 Davis Street in San Leandro, California (the “Creekside Plaza Property”) with an original principal balance of $55.0 million. The Creekside Plaza Loan has a 10-year term and amortizes on a 30-year schedule after an initial 5-year interest only period. The Creekside Plaza Loan accrues interest at a fixed rate equal to 4.9400% and has a Cut-off Date Balance of $55.0 million. The Creekside Plaza Loan proceeds were used to retire existing debt of approximately $49.3 million, giving the borrower a return of equity of approximately $3.6 million after reserves and closing costs. Based on the appraised value of $81.33 million as of February 29, 2012, the Cut-off Date LTV is 67.6%. The most recent prior financing of the buildings at 1100 San Leandro Boulevard was included in the CSFB 2004-C4 transaction and the building at 1000 San Leandro Boulevard was included in the CSFB 2004-C3 transaction. The building located at 500 Davis Street has not been included in a securitization.

B-23

1000 and 1100 San Leandro
Boulevard and 500 Davis Street San Leandro, CA 94577 Collateral Asset Summary Creekside Plaza Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $55,000,000 67.6% 1.69x 11.3%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$55,000,000	100.0%	Loan Payoff	$49,271,714	89.6%
			Reserves	$1,442,914	2.6%
			Closing Costs	$647,625	1.2%
			Return of Equity	$3,637,747	6.6%
Total Sources	$55,000,000	100.0%	Total Uses	$55,000,000	100.0%

The Borrower / Sponsor.    The borrower, Creekside Plaza Partners, LLC, is a special purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure.  The sponsors of the borrower and the nonrecourse carve-out guarantors are David Irmer and T. Lawrence Jett, jointly and severally.

David Irmer has developed condominiums, mixed use, retail, office and single family home projects throughout his fifty year career. Prior to creating The Innisfree Companies, Inc. in 1970, David Irmer spent 10 years developing residential and commercial projects independently and in a partnership with a commercial development company.  Since 1974, David Irmer has developed, owned, managed and operated in excess of $500 million dollars worth of real estate.

T. Lawrence Jett began his career as a commercial loan correspondent, first at W. Ross Campbell and later at Amfac Financial Corporation, placing in excess of $200 million in mortgage financing. In 1972, Mr. Jett founded the Lanikai Management Corp. to develop and manage real estate. Some of the larger developments Mr. Jett has been involved in include a 400-unit multifamily complex in Los Angeles, a 72,000 sq. ft. grocery anchored retail center, a 260-room hotel at Disneyland, a 300-unit multifamily complex in Dallas and a 100,000 sq. ft. business park in Carlsbad, California.

The Property.  The Creekside Plaza Property consists of a total of 227,707 square feet throughout a three building Class A office park built in phases in 2002, 2004 and 2010 by the Creekside Plaza Loan sponsors.  Building A is a 96,978 square foot four-story building whose tenants include TriNet Employer Group, Kaiser Foundation Health, Inc. and Every Child Counts (Alameda County). Building B is a 80,688 square foot four-story building whose tenants include Regional Center of the East Bay and one of the two Alameda Co. – General Services Agency spaces. Building C is a 50,041 square foot three-story building whose single tenant is the second of two Alameda Co. – General Services Agency spaces. Approximately eight miles south of Oakland, the Creekside Plaza Property is the only Class A office park in downtown San Leandro. Located across the street from the San Leandro Bay Area Rapid Transit (“BART”) station, the area includes a common parking lot as well as a parking deck for a total of 717 spaces, or 3.15 spaces per 1,000 square feet.  The sponsors have invested approximately $53.9 million ($237 PSF) into the Creekside Plaza Property, with approximately $39.4 million, or $173 PSF, on hard construction costs.

As of March 13, 2012, the Creekside Plaza Property is 100.0% leased to eight tenants, with 77.3% of the net rentable sq. ft. occupied by credit rated tenants.  The top five tenants include the Regional Center of the East Bay, Alameda Co. – General Services Agency, TriNet Employer Group, Kaiser Foundation Health, Inc. and Every Child Counts (Alameda County), which combined account for 97.0% of net rentable sq. ft..

Environmental Matters. The Phase I environmental report dated March 7, 2012 recommended no further action at the Creekside Plaza Property.

Major Tenants.    

Regional Center of the East Bay (67,186 sq. ft., 29.5% of NRA, 34.2% of GPR) The Regional Center of the East Bay (“RCEB”), rated NR/Baa1/NR by Fitch/Moody’s/S&P, signed its current lease in April 2010 and occupies the majority of Building B.  RCEB is a private, non-profit corporation providing services and support to individuals with developmental disabilities. Under contract with the California Department of Developmental Services (“DDS”), RCEB works in partnership with many individuals and other agencies providing a range of services including day programs, supported living and counseling to eligible individuals. DDS is responsible for administering the Lanterman Developmental Disabilities Services Act (the “Lanterman Act”), ensuring that persons with developmental disabilities receive the services and support they require. DDS carries out its responsibilities through 21 Regional Centers and various state-operated facilities. Each Regional Center is a private, non-profit corporation that is funded and individually contracted with the DDS, in accordance with the Lanterman Act.  RCEB is funded by the State of California (rated A-/A1/A- by Fitch/Moody’s/S&P) and services residents in Alameda and Contra Costa Counties.

RCEB has one 10-year renewal option with 12 months prior notice. RCEB also has the option to purchase either the “Upper Condominium” which is defined as their occupied premises within Building B for $32,412,857 (appraised value $27,350,000) or purchase all of Building B for $39,333,350 (appraised value $33,960,000). After June 1, 2015, the purchase price shall adjust by any

B-24

1000 and 1100 San Leandro
Boulevard and 500 Davis Street San Leandro, CA 94577 Collateral Asset Summary Creekside Plaza Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $55,000,000 67.6% 1.69x 11.3%

increase or decrease in CPI.  In order for RCEB to buy the “Upper Condominium”, a condominium map must be in place and recorded with the city of San Leandro.

Alameda Co. – General Services Agency (61,082 sq. ft., 26.8% of NRA, 26.3% of GPR) Alameda Co. – General Services Agency (“Alameda Co. GSA”), rated AA-/A1/AA by Fitch/Moody’s/S&P, is subject to two leases: (i) 50,041 sq. ft. lease that began in February 2004 for all of Building C and expires in January 2019, and (ii) 11,041 sq. ft. lease that began in September 2011 in Building B and expires in September 2021. Alameda Co. GSA is a county department that provides support services for local government and public agencies in order to better help them serve the public and business community. Support services include technical, building maintenance, construction, childcare planning, real estate, and parking administration, among others. The 50,041 sq. ft. Alameda Co. GSA lease exercised its first 5-year extension option early, renewing in April 2011, effective as of February 2014, with one 5-year renewal remaining. The 11,041 sq. ft. lease has two 5-year renewal options remaining with 6 months prior notice.

TriNet Employer Group (48,693 sq. ft., 21.4% of NRA, 18.8% of GPR) TriNet Employer Group (“TriNet”) signed its current lease in April 2002 and has its headquarters on the third and fourth floors of Building A.  TriNet provides human resources outsourcing services to small companies. TriNet helps their clients contain HR costs, minimize employer-related risk, and relieve the administrative burden associated with HR. TriNet has partnered with a variety of HR and employee services companies in order to develop a holistic outsourcing package for their clients. TriNet is owned by General Atlantic, which is a leading global growth equity firm providing capital and strategic support for growth companies. Established in 1980, General Atlantic now manages approximately $17 billion in investment capital. TriNet is in the process of renovating to improve their space on the third and fourth floor for an estimated cost of $1.2 million.  As some of TriNet’s administrative tenants have moved, TriNet is subleasing 9,419 sq. ft. to OSIsoft, LLC for space on the third floor of Building A.  TriNet Employer Group has two 5-year renewal options with 6 months prior notice.

The Market.  The Creekside Plaza Property is located in the San Leandro submarket within the greater East Bay area.  San Leandro is located ten miles south of Downtown Oakland, 15 miles southeast of San Francisco, and 30 miles north of San Jose. The 2011 estimated population within a 3-mile radius of the Creekside Plaza Property was approximately 159,359, with a 2011 average household income of approximately $66,873. According to the appraiser, the Creekside Plaza Property is the only Class A office park in the San Leandro submarket.  As of YE 2011, the greater East Bay Market had approximately 26.0 million square feet of Class A space, with a vacancy rate of 10.8% and average asking rent of $26.66 PSF. Of the approximate 8.5 million square feet of Class A space in Downtown Oakland, the vacancy rate is 8.8% and average asking rents are $29.50 PSF.    

Below are rent comparables selected by the appraiser based on quality and similar location adjacent to BART:

Summary of Rental Comparables(1)
Tenant Name	Location	Year Built	Lease Area	Rent PSF(2)	Lease Term
Creekside Plaza Property	San Leandro, CA	2002-2010	227,707	$36.99	Various
Skanska USA	1999 Harrison Street, Oakland, CA	1985	8,964	$32.40	7 yrs
Merrill Lynch	1111 Broadway, Oakland, CA	1990	23,211	$34.08	5 yrs
Continuing Education	2100 Franklin Street, Oakland, CA	2007	34,631	$33.12	10 yrs
Morgan Stanley	1331-1333 N. California Blvd, Walnut Creek, CA	1987	32,945	$36.00	10 yrs
YCMNET Advisors	1244 and 1255 Treat Blvd, Walnut Creek, CA	1999	16,323	$32.40	7 yrs

(1) Source: Appraisal

(2) Rent PSF represents gross rent for both the Creekside Plaza Property and comparable tenants.

B-25

1000 and 1100 San Leandro
Boulevard and 500 Davis Street San Leandro, CA 94577 Collateral Asset Summary Creekside Plaza Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $55,000,000 67.6% 1.69x 11.3%

Cash Flow Analysis.

Cash Flow Analysis
	2009(1)	2010	2011	U/W	U/W PSF
Base Rent(2)	$4,426,359	$6,551,588	$7,489,522	$8,651,404	$37.99
Value of Vacant Space	0	0	0	0	0.00
Gross Potential Rent	$4,426,359	$6,551,588	$7,489,522	$8,651,404	$37.99
Total Recoveries	513,366	491,763	503,188	525,000	2.31
Total Other Income	380	8,000	0	0	0.00
Less: Mark to Market	0	0	0	(573,840)	(2.52)
Less: Vacancy(3)	0	0	0	(398,394)	(1.75)
Effective Gross Income	$4,940,105	$7,051,351	$7,992,711	$8,204,170	$36.03
Total Operating Expenses	1,315,882	1,852,486	1,940,882	2,010,413	8.83
Net Operating Income	$3,624,223	$5,198,865	$6,051,828	$6,193,757	$27.20
TI/LC	0	0	0	213,198	0.94
Capital Expenditures	0	0	0	50,096	0.22
Net Cash Flow	$3,624,223	$5,198,865	$6,051,828	$5,930,463	$26.04

(1) 2009 numbers only include financials from Buildings A and C, as Building B was constructed in 2010.

(2) U/W Base Rent includes $752,407 in contractual rent steps through February 2013, of which $509,745 is a net present value of credit tenant rent bumps taken through the lease term and discounted at a 10% rate.

(3) U/W Vacancy represents 4.6% of gross income and is based on market vacancy with adjustments given to credit tenants.

Property Management.    The Creekside Plaza Property is managed by Lanikai Management Corp. and The Innisfree Companies, Inc., borrower affiliates.

Lockbox / Cash Management.    The Creekside Plaza Loan is structured with a springing hard lockbox and springing cash management. To the extent (i) DSCR falls below 1.15x on the last day of the calendar quarter and until the DSCR is equal to at least 1.20x on the last day of two consecutive calendar quarters, or (ii) there is an event of default under the loan documents, borrower shall cause all rents and payments to be deposited directly by tenants into a lockbox account controlled by the lender. All funds in the lockbox account are swept daily to a cash management account under the control of the lender and disbursed in accordance with the Creekside Plaza Loan documents. At closing, the borrower delivered to lender executed tenant direction letters.

Initial Reserves.    At closing, the borrower deposited (i) $70,866 into a tax reserve account, (ii) $22,048 into an insurance reserve account, (iii) $750,000 into a TI/LC reserve account and (iv) $600,000 into the Kaiser Rollover reserve account.

Ongoing Reserves.    On a monthly basis, the borrower is required to deposit reserves of (i) 1/12 of estimated annual real estate taxes, which currently equates to $35,433 into a tax reserve account, (ii) 1/12 of annual insurance premiums, which currently equates to $2,793 into a monthly insurance reserve account, (iii) $4,750 into a capital expenditure account subject to a cap of $175,000 (iv) $13,000 into a TI/LC reserve account until the balance of the TI/LC reserve account reaches $1,500,000. Beginning on the earlier of (i) the payment date in January 2017 and (ii) the date the balance of the TI/LC reserve account falls below $750,000, the monthly deposit amount to such reserve account will increase to $25,000 subject to a cap of $1,500,000. Beginning in January 2020 the cap amount shall be equal to the lesser of (i) $1,500,000 and (ii) $1,000,000 if the Alameda Co. GSA space has been fully leased to one or more tenants and all tenant improvements and leasing commissions with respect to such space have been paid in full.

Current Mezzanine or Subordinate Indebtedness.    None.

Future Mezzanine or Subordinate Indebtedness Permitted.    None.

Partial Release. From and after June 6, 2013, borrower shall have the right to a partial release of all, but not a part of Building B at the Creekside Plaza Property provided, among others, the following: (i) the DSCR after the release is no less than 1.45x, provided that if this condition is not met, borrower may prepay the Creekside Plaza Loan by an amount necessary to achieve the required DSCR, (ii) the LTV for the remaining property is no greater than 125%, (iii) RCEB exercises its right to purchase either the “Upper Condominium” or Building B, (iv) the borrower pays a partial release payment equal to (a) if there is no event of default at the time of release, 120% of the allocated loan amount for the release parcel (allocated at $23,250,000), or (b) if there is an event of default at the time of release, the greater of (x) 120% of the allocated loan amount or (y) the net proceeds from the sale of the release parcel. In connection with a release of Building B, borrower may implement a condominium regime covering Building B provided that such condominium regime (i) be expressly subordinate to the Creekside Plaza Loan and (ii) automatically be rescinded if the partial release is not consummated or if borrower breaches certain covenants in connection therewith.

B-26

1000 and 1100 San Leandro Boulevard and 500 Davis Street San Leandro, CA 94577 Collateral Asset Summary Creekside Plaza Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $55,000,000 67.6% 1.69x 11.3%

B-27

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B-28

9999 Hamilton Boulevard Breinigsville, PA 18031 Collateral Asset Summary Tek Park Business Center Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $44,956,137 67.4% 1.67x 13.3%

B-29

9999 Hamilton Boulevard Breinigsville, PA 18031 Collateral Asset Summary Tek Park Business Center Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $44,956,137 67.4% 1.67x 13.3%

Mortgage Loan Information			Property Information
Loan Seller:	GACC		Single Asset / Portfolio:		Single Asset
Loan Purpose:	Acquisition		Property Type:		Office / Data Center
Sponsor:	Pinchos D. Shemano		Collateral:		Fee Simple
Borrower:	Hamilton 9999 Associates L.P.		Location:		Breinigsville, PA
Original Balance:	$45,000,000		Year Built / Renovated:		1987 / 2010
Cut-off Date Balance:	$44,956,137		Total Sq. Ft.:		510,638
% by Initial UPB:	4.8%		Property Management:		David Stern Management Corp.
Interest Rate:	6.1100%		Underwritten NOI:		$5,973,601
Payment Date:	6th of each month		Underwritten NCF:		$5,465,590
First Payment Date:	May 6, 2012		Appraised Value(3):		$66,750,000
Maturity Date:	April 6, 2017		Appraisal Date:		November 15, 2011
Amortization:	360 months
Additional Debt(1):	Future Mezzanine Debt Permitted		Historical NOI
Call Protection:	L(25), D(31), O(4)		TTM NOI:		$4,464,691 (T-12 August 31, 2011)
Lockbox / Cash Management:	Hard / In Place		2010 NOI:		$4,494,590 (December 31, 2010)
			2009 NOI:		$3,146,998 (December 31, 2009)
Reserves(2)			2008 NOI:		$1,666,832 (December 31, 2008)
	Initial	Monthly
Taxes:	$307,375	$35,036	Historical Occupancy
Insurance:	$14,767	$14,767	Current Occupancy:		84.1% (March 29, 2012)
Replacement:	$0	$10,638	2010 Occupancy:		74.0% (December 31, 2010)
TI/LC:	$3,200,000	Springing	2009 Occupancy:		74.0% (December 31, 2009)
Required Repairs:	$70,625	NAP	2008 Occupancy:		74.0% (December 31, 2008)
Buckeye Sweep Funds:	$0	Springing	(1)	See “Future Mezzanine or Subordinate Indebtedness” herein.
			(2)	See “Initial Reserves” and “Ongoing Reserves” herein.
Financial Information			(3)	The appraised value includes excess land value of $3.75 million.
Cut-off Date Balance / Sq. Ft.:		$88
Balloon Balance / Sq. Ft.:		$83
Cut-off Date LTV:		67.4%
Balloon LTV:		63.2%
Underwritten NOI DSCR:		1.82x
Underwritten NCF DSCR:		1.67x
Underwritten NOI Debt Yield:		13.3%
Underwritten NCF Debt Yield:		12.2%

B-30

9999 Hamilton Boulevard Breinigsville, PA 18031 Collateral Asset Summary Tek Park Business Center Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $44,956,137 67.4% 1.67x 13.3%

Tenant Summary
Tenant	Tenant Type	Ratings (Fitch/Moody’s/S&P)(1)	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area	U/W Base  Rent PSF	% of Total U/W Base Rent	Lease Expiration
Data Based Systems International	Data Center	NR/NR/NR	122,337	24.0%	$25.56	45.3%	3/31/2018
CyOptic	Lab/Office	NR/NR/NR	117,379	23.0%	$11.55	19.6%	Various (2)
Buckeye Partners	Office	NR/Baa3/BBB	79,795	15.6%	$13.77	15.9%	10/31/2021(3)
Triton Services	Lab	NR/NR/NR	42,811	8.4%	$12.50	7.7%	3/31/2021
Aesculap Implant System	Lab	NR/NR/NR	31,318	6.1%	$11.00	5.0%	7/31/2021
Total Major Tenants			393,640	77.1%	$16.41	93.5%
Non-Major Tenants	Office		35,730	7.0%	$12.52	6.5%
Total Occupied Collateral			429,370	84.1%	$16.09	100.0%
Vacant			81,268	15.9%
Total			510,638	100.0%

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

(2) CyOptic has 14,379 sq. ft. that expires July 31, 2014 and 103,000 sq. ft. that expires October 31, 2017.

(3) The Buckeye Partners lease has a termination option in October 2016 with one year’s notice and a termination fee of $250,000.

Lease Rollover Schedule
Year	# of Leases Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring	Cumulative Sq. Ft. Expiring	Cumulative % of Sq. Ft. Expiring	Annual U/W Base Rent PSF	% U/W Base Rent Rolling	Cumulative % of U/W Base Rent
MTM	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2012	3	2,453	0.5%	2,453	0.5%	$10.76	0.4%	0.4%
2013	2	436	0.1%	2,889	0.6%	$4.68	0.0%	0.4%
2014	2	19,441	3.8%	22,330	4.4%	$15.41	4.3%	4.7%
2015	2	5,318	1.0%	27,648	5.4%	$18.83	1.4%	6.2%
2016	0	0	0.0%	27,648	5.4%	$0.00	0.0%	6.2%
2017	3	110,074	21.6%	137,722	27.0%	$11.28	18.0%	24.2%
2018	1	122,337	24.0%	260,059	50.9%	$25.56	45.3%	69.4%
2019	1	5,076	1.0%	265,135	51.9%	$7.83	0.6%	70.0%
2020	1	9,311	1.8%	274,446	53.7%	$10.08	1.4%	71.4%
2021	3	153,924	30.1%	428,370	83.9%	$12.85	28.6%	100.0%
2022	0	0	0.0%	428,370	83.9%	$0.00	0.0%	100.0%
Thereafter	1	1,000	0.2%	429,370	84.1%	$0.00	0.0%	100.0%
Vacant	NAP	81,268	15.9%	510,638	100.0%	NAP	NAP
Total / Wtd. Avg.	19	510,638	100.0%			$16.09	100.0%

The Loan.    The Tek Park Business Center loan (the “Tek Park Business Center Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 510,638 square foot office/data center located at 9999 Hamilton Boulevard in Breinigsville, Pennsylvania (the “Tek Park Business Center Property”) with an original principal balance of $45.0 million. The Tek Park Business Center Loan has a 5-year term and amortizes on a 30-year schedule. The Tek Park Business Center Loan accrues interest at a fixed rate equal to 6.1100% and has a Cut-off Date Balance of approximately $45.0 million. Loan proceeds along with approximately $16.6 million of equity from the borrower were used to acquire the Tek Park Business Center Property for approximately $57.0 million. Based on the appraised value of $66.75 million as of November 15, 2011, the Cut-off Date LTV is 67.4%. The most recent prior financing of the Tek Park Business Center Property was not included in a securitization.

B-31

9999 Hamilton Boulevard Breinigsville, PA 18031 Collateral Asset Summary Tek Park Business Center Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $44,956,137 67.4% 1.67x 13.3%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$45,000,000	73.0%	Purchase Price	$57,000,000	92.5%
Sponsor Equity	$16,608,272	27.0%	Reserves	$3,592,767	5.8%
			Closing Costs	$1,015,505	1.6%
Total Sources	$61,608,272	100.0%	Total Uses	$61,608,272	100.0%

The Borrower / Sponsor.    The borrower, Hamilton 9999 Associates L.P., is a single purpose Delaware limited partnership structured to be bankruptcy-remote, with two independent directors in its organizational structure.  The sponsor of the borrower and the nonrecourse carve-out guarantor is Pinchos D. Shemano.

Pinchos D. Shemano is the owner and President of David Stern Management Corp. Together with his partners, Mr. Shemano controls and manages approximately 1,000 residential apartments and approximately 3 million square feet of commercial space nationwide. Over the course of the last 10 years, Mr. Shemano has purchased and sold over $800 million in real estate assets.

The Property. Tek Park Business Center Property is a nine-building campus comprising 510,638 square feet located in Breinigsville, Pennsylvania, within the Philadelphia Metropolitan Statistical Area. The Tek Park Business Center Property features 199,769 square feet of office space (39.1% of NRA, 22.9% of GPR, 59.3% leased), 188,532 square feet of lab space (36.9% of NRA, 31.9% of GPR, 100.0% leased) and 122,337 square feet of data center space (24.0% of NRA, 45.3% of GPR, 100.0% leased).  The Tek Park Business Center Property offers many amenities, including an on-site helipad, conference center, on site 24-hour maintenance, daycare, full-service cafeteria and fitness and recreation options. In addition, there are approximately 2,027 parking spaces yielding a parking ratio of 3.97 spaces per 1,000 sq. ft.

The Tek Park Business Center Property was originally developed as a build-to-suit space in 1987 by AT&T as a Bell Labs’ Solid State Technology Center. In 2005, the MRA Group acquired the Tek Park Business Center Property and converted it to its current use as a multitenant technology park, spending approximately $18.9 million on tenant spaces and capital improvements. Simultaneously with the closing of the Tek Park Business Center Loan, the sponsor acquired the Tek Park Business Center Property from an MRA Group affiliate for $57.0 million. Since its development and expansion, over $280 million has been invested into the Tek Park Business Center Property.

Environmental Matters. The Phase I environmental report dated August 26, 2011 revealed no evidence of recognized environmental conditions, but recommended repair and routine maintenance of a hydraulic line in building 1 and routine maintenance of water damage in building 2.

Major Tenants.    

Data Based Systems International (122,337 sq. ft., 24.0% of NRA, 45.4% of GPR) Data Based Systems International (“DBSI”) offers infrastructure and technology services, focusing on disaster recovery, managed hosting, and data center services. DBSI signed a ten year lease in 2008 for all of building 4. DBSI is considered to be a Tier III Data Center and Tier IV capable, and has invested $8.0 million ($65 PSF) in capital improvements.DBSI has two 10-year renewal options.

CyOptic (117,379 sq. ft., 23.0% of NRA, 19.6% of GPR) CyOptic designs, develops and markets a full line of optical chips and components for integration into communications systems. They also provide complete contract design, foundry and packaging services. CyOptic is a spinoff of TriQuint Semiconductor, a former owner of the Tek Park Business Center Property, which afforded it the opportunity to inherit its space at no cost. CyOptic leases all of building 2 and portions of buildings 1 and 3. In 2005, CyOptic signed a lease for office and laboratory spaces previously occupied by TriQuint Semiconductor, expanding from its original 70,000 square feet to its current 117,379 square foot space. CyOptic has two 5-year renewal options.

Buckeye Partners (79,795 sq. ft., 15.6% of NRA, 15.9% of GPR) Buckeye Partners (NYSE: BPL) is headquartered at the Tek Park Business Center Property and is one of the primary distributors of petroleum in the northeastern and mid-western portions of the United States. With approximately 600 employees, Buckeye Partners manages over 5,400 miles of petroleum pipeline distribution in the area. Buckeye Partners signed a fifteen year lease in 2006 for 79,795 square feet in Building 5. Buckeye Partners spent $1.4 million on its space ($17.54 PSF), and MRA Group spent an additional $3.2 million ($40.10 PSF) on the Buckeye Partners space. Buckeye Partners has the option to terminate its lease on October 15, 2016 with one year’s notice and payment of a $250,000 termination fee. There is also a cash flow sweep associated with Buckeye Partners’ termination option (see “Lockbox/Cash Management” for additional information). In addition, Buckeye Partners has two 5-year renewal options.

B-32

9999 Hamilton Boulevard Breinigsville, PA 18031 Collateral Asset Summary Tek Park Business Center Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $44,956,137 67.4% 1.67x 13.3%

The Market.    

Office Market. The Tek Park Business Center Property features 199,769 square feet of office space in buildings 1, 5 and 10. The Tek Park Business Center Property is located within the Lehigh and Northampton County office submarket, commonly known as the Lehigh Valley market. The submarket comprised approximately 23.6 million square feet of office space, with no new projects under construction. Overall absorption in the submarket in Q1 2012 was just over 47,000 square feet. As of Q1 2012, the Lehigh/Northampton submarket had an overall vacancy rate of 9.8%. Average rent for all classes in Lehigh Valley was $20.45 PSF, with Class A space at $21.48 PSF, both below the CBD average of $24.64 PSF for all classes and $25.92 PSF for Class A space.

Laboratory/R&D Market. The Tek Park Business Center Property features 188,532 square feet of lab space in buildings 2, 3 and 8. According to the appraiser, the Philadelphia market contains approximately 808,000 square feet of laboratory space within 15 buildings. This level of inventory has remained unchanged over the preceding four-year period and there have been no significant additions to the market over this same time frame. Vacancy rates have fluctuated over the preceding four years, extending from a low of 13.1% in Q3 2008 to a high of 23.2%, as of Q3 2011. The total reported average asking rental rate for laboratory space as of Q3 2011 is $16.80 PSF on a net basis.

Philadelphia Laboratory Market(1)
Period	# Bldgs	Total SF	Vacant Sq. Ft.	Vacant %	Occupied Sq. Ft.	Annual Net Absorption	Annual Gross Absorption	Total Leased SF	SF Delivered	SF Under Construction	Total Average Rate (NNN)
2011 3Q	15	808,054	187,330	23.2%	620,724	(40,165)	28,035	64,853	0	0	$16.80
2010 3Q	15	808,054	147,165	18.2%	660,889	21,508	59,087	162,587	0	0	$21.70
2009 3Q	15	808,054	168,673	20.9%	639,381	(62,623)	19,328	21,928	0	0	$22.50
2008 3Q	15	808,054	106,050	13.1%	702,004	78,780	100,039	42,460	0	0	$23.27
2007 3Q	15	808,054	184,830	22.9%	623,224	212,085	241,631	127,374	0	0	$16.74

(1) Source: Appraisal

Data Center Market.  The Tek Park Business Center Property features 122,337 square feet of warm-shell data center space occupied by DBSI in building 4. The appraiser identified 14 comparable warm-shell data center spaces, ranging from approximately 42,000 to 710,000 square feet of rentable space. Rental rates for warm-shell deliveries range from $24.00 to $42.00 PSF NNN. The rental rates achieved for these warm-shell deliveries were signed before the economic recession in 2008. With no new construction over the past couple of years, the market has been supply constrained. The most recent lease was signed in May 2011 for 27,130 square feet at $36.00 PSF NNN. The appraiser determined warm shell market rent of $24.96 PSF NNN.

Cash Flow Analysis.

Cash Flow Analysis
	2009	2010	T-12 8/31/2011	U/W	U/W PSF
Base Rent	$4,156,094	$5,252,254	$5,745,347	$6,890,833	$13.49
Value of Vacant Space	0	0	0	1,639,761	3.21
Gross Potential Rent	$4,156,094	$5,252,254	$5,745,347	$8,530,594	$16.71
Total Recoveries	1,854,532	1,928,661	1,554,391	2,204,831	4.32
Total Other Income	19,207	14,425	15,100	31,415	0.06
Less: Vacancy(1)	0	0	0	(1,639,761)	(3.21)
Effective Gross Income	$6,029,833	$7,195,340	$7,314,838	$9,127,079	$17.87
Total Operating Expenses	2,882,835	2,700,750	2,850,147	3,153,478	6.18
Net Operating Income	$3,146,998	$4,494,590	$4,464,691	$5,973,601	$11.70
TI/LC	0	0	0	380,351	0.74
Capital Expenditures	0	0	0	127,660	0.25
Net Cash Flow	$3,146,998	$4,494,590	$4,464,691	$5,465,590	$10.70

(1) U/W Vacancy represents 15.2% of gross income.

Property Management.    The Tek Park Business Center Property is managed by David Stern Management Corp., a borrower affiliate.

B-33

9999 Hamilton Boulevard Breinigsville, PA 18031 Collateral Asset Summary Tek Park Business Center Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $44,956,137 67.4% 1.67x 13.3%

Lockbox / Cash Management.    The Tek Park Business Center Loan is structured with a hard lockbox and in place cash management. The borrower sent tenant direction letters to all tenants instructing them to deposit all rents and payments into the lockbox account controlled by the lender. All funds in the lockbox account are swept daily to a cash management account under the control of the lender and disbursed in accordance with the Tek Park Business Center Loan documents. Additionally, all excess cash will be disbursed to the borrower unless, among other things, (i) the DSCR on the last day of the quarter falls below 1.20x, (ii) there is an event of default under the loan documents, (iii) a Buckeye Sweep Period (see below for additional information), or (iv) any mezzanine loan is outstanding.

Buckeye Sweep Period. A cash flow sweep will begin upon the earlier of (i) the date that Buckeye Partners notifies borrower of its intention to terminate its lease and (ii) October 15, 2015. All excess cash flow will be swept to a special rollover reserve to be used to fund qualified tenant improvement costs related to the rollover of the Buckeye Partners lease space. The cash flow sweep shall end on the date on which the balance in the TI/LC reserve is at least $3,200,000 and either (a) the space has been leased to one or more tenants or (b) underwritten net cash flow is at least $5,465,590 as determined by lender in its sole discretion.

Initial Reserves.    At closing, the borrower deposited (i) $307,375 into a tax reserve account, (ii) $14,767 into an insurance reserve account, (iii) $3,200,000 into TI/LC reserve account and (iv) $70,625 into a required repairs reserve account.

Ongoing Reserves.    On a monthly basis, the borrower is required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $35,036, into a tax reserve account, (ii) 1/12 of the annual insurance premium, which currently equates to $14,767, into a insurance reserve account, and (iii) $10,638 into a capital expenditure account. At any time the TI/LC reserve falls below $1,500,000 the borrower will be required to make monthly deposits of $42,553 ($1.00 PSF annually). Upon the occurrence of a Buckeye Sweep Period, excess cash will be swept into a special rollover reserve, as described above.

Current Mezzanine or Subordinate Indebtedness.    None.

Future Mezzanine or Subordinate Indebtedness Permitted. The sponsor shall be permitted to incur mezzanine debt secured by equity interests in the borrower, provided, among other things, as set forth in the loan documents, the (i) combined LTV shall not be above 78%, (ii) combined DSCR of not less than 1.35x and (iii) combined debt yield of not less than 10.5%.

B-34

9999 Hamilton Boulevard Breinigsville, PA 18031 Collateral Asset Summary Tek Park Business Center Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $44,956,137 67.4% 1.67x 13.3%

B-35

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B-36

20999 Center Ridge Road Rocky River, OH 44116 Collateral Asset Summary Westgate Shopping Center Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $40,372,750 54.3% 2.10x 11.1%

B-37

20999 Center Ridge Road Rocky River, OH 44116 Collateral Asset Summary Westgate Shopping Center Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $40,372,750 54.3% 2.10x 11.1%

Mortgage Loan Information			Property Information
Loan Seller:	CCRE		Single Asset / Portfolio:		Single Asset
Loan Purpose:	Acquisition		Property Type:		Anchored Retail
Sponsor:	Inland Real Estate Corporation		Collateral:		Fee Simple
Borrower:	Inland Westgate, L.L.C.		Location(3):		Rocky River, OH
Original Balance:	$40,372,750		Year Built / Renovated:		2007-2011 / NAP
Cut-off Date Balance:	$40,372,750		Total Sq. Ft.:		597,497
% by Initial UPB:	4.3%		Total Collateral Sq. Ft.(4) :		470,655
Interest Rate:	4.9355%		Property Management:		Inland Commercial Property
Payment Date:	11th of each month				Management, Inc.
First Payment Date:	April 11, 2012		Underwritten NOI:		$4,494,043
Maturity Date:	March 11, 2022		Underwritten NCF:		$4,243,572
Amortization:	Interest Only		Appraised Value:		$74,400,000
Additional Debt:	None		Appraisal Date:		January 12, 2012
Call Protection:	L(24), YM1(92), O(4)
Lockbox / Cash Management:	Springing Hard / Springing		Historical NOI
			TTM NOI:		$5,578,281 (T-12 November 30, 2011)
Reserves(1)			2010 NOI:		$5,348,988 (December 31, 2010)
	Initial	Monthly	2009 NOI:		$4,518,304 (December 31, 2009)
Taxes:	$0	Springing	2008 NOI:		$3,111,287 (December 31, 2008)
Insurance:	$0	Springing
Replacement:	$0	Springing	Historical Occupancy(2)
Kohl’s Rollover:	$0	Springing	Current Occupancy(5):		91.7% (January 31, 2012)
Marshalls Rollover:	$0	Springing	2011 Occupancy:		93.0% (December 31, 2011)
Special Cash Trap Rollover:	$0	Springing	2010 Occupancy:		92.4% (December 31, 2010)
			2009 Occupancy:		NAV
Financial Information			(1)	See “Initial Reserves” and “Ongoing Reserves” herein.
Cut-off Date Balance / Sq. Ft.(2) :	$86		(2)	Based on Total Collateral Sq. Ft. of 470,655.
Balloon Balance / Sq. Ft.(2):	$86		(3)	The property is located in two municipalities: Fairview Park and Rocky River, Ohio.
Cut-off Date LTV:	54.3%		(4)	Excludes Target (126,842 sq. ft.), which is a non-owned shadow anchor.
Balloon LTV:	54.3%		(5)	93.4% occupied based on Total Sq. Ft.
Underwritten NOI DSCR:	2.22x
Underwritten NCF DSCR:	2.10x
Underwritten NOI Debt Yield:	11.1%
Underwritten NCF Debt Yield:	10.5%

B-38

20999 Center Ridge Road Rocky River, OH 44116 Collateral Asset Summary Westgate Shopping Center Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $40,372,750 54.3% 2.10x 11.1%

Tenant Summary
Tenant Mix	Ratings  (Fitch/Moody’s/S&P)(1)	Total Sq. Ft.	% of Total Sq. Ft.	Lease  Expiration	Total Sales (000s)(2)	Sales PSF(2)	Occupancy Cost  (% of Sales)(2)
Non-Collateral Anchor
Target	A-/A2/A+	126,842	NAP	NAP	NAP	NAP	NAP
Collateral Anchor Tenants(3)
Lowe’s	NR/A3/A-	119,701	25.4%	6/20/2026	NAP	NAP	NAP
Kohl’s	BBB+/Baa1/BBB+	94,500	20.1%	4/30/2016	$20,810	$220	3.8%
Total Collateral Anchor Tenants		214,201	45.5%		$20,810	$220	3.8%
Major Tenants (> 10,000 sq. ft.)
Marshalls	NR/A3/A	30,000	6.4%	9/30/2017	$7,502	$250	7.7%
Earth Fare(4)	NR/NR/NR	27,246	5.8%	12/31/2026	$15,161	$556	2.2%
Petco	NR/Caa1/B	20,248	4.3%	10/31/2017	NAP	NAP	NAP
Books-A-Million	NR/NR/NR	15,500	3.3%	1/31/2020	$1,674	$108	8.0%
Total Major Tenants		92,994	19.8%		$24,337	$335	4.3%
Remaining Tenants
In-line (5,000-10,000 sq. ft.)		37,511	8.0%		$4,669	$233	12.2%
In-line (<5,000 sq. ft.)		72,187	15.3%		$8,809	$240	13.1%
Outparcels		14,624	3.1%		$5,918	$569	4.4%
Total Remaining Tenants		124,322	26.4%		$19,396	$289	10.2%
Total Occupied Collateral		431,517	91.7%
Vacant		39,138	8.3%
Total Collateral Sq. Ft.		470,655	100.0%

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

(2) Total Sales, Sales PSF and Occupancy Cost provided by the borrower as of December 31, 2011 and only include tenants who report sales.  In-line and Outparcel tenant sales and occupancy cost shown above only include tenants who have been in occupancy and reporting sales since January 1, 2009.

(3) Lowe’s and Kohl’s both own their own stores and pay ground rent to the borrower.  The lease expiration date refers to the ground lease expiration date.

(4) Earth Fare took occupancy in December 2011.  The sales and occupancy cost shown above represent trailing-3 month sales as of February 29, 2012 annualized.

Lease Rollover Schedule(1)
Year	# of Leases Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring	Cumulative Sq. Ft. Expiring	Cumulative % of Sq. Ft. Expiring	Annual U/W Base Rent PSF	% U/W Base Rent Rolling	Cumulative % of U/W Base Rent
MTM	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2012	6	20,832	4.4%	20,832	4.4%	$23.80	9.6%	9.6%
2013	7	11,143	2.4%	31,975	6.8%	$23.15	5.0%	14.6%
2014	2	3,112	0.7%	35,087	7.5%	$15.45	0.9%	15.6%
2015	5	17,918	3.8%	53,005	11.3%	$17.95	6.2%	21.8%
2016	3	97,737	20.8%	150,742	32.0%	$4.53	8.6%	30.4%
2017	5	66,709	14.2%	217,451	46.2%	$17.78	23.0%	53.4%
2018	9	32,565	6.9%	250,016	53.1%	$19.55	12.4%	65.8%
2019	1	4,430	0.9%	254,446	54.1%	$22.00	1.9%	67.6%
2020	2	20,900	4.4%	275,346	58.5%	$4.33	1.8%	69.4%
2021	1	4,997	1.1%	280,343	59.6%	$20.01	1.9%	71.3%
2022	0	0	0.0%	280,343	59.6%	$0.00	0.0%	71.3%
Thereafter	4	151,174	32.1%	431,517	91.7%	$9.77	28.7%	100.0%
Vacant	NAP	39,138	8.3%	470,655	100.0%	NAP	NAP
Total / Wtd. Avg.(2)	45	470,655	100.0%			$11.94	100.0%

(1) Certain tenants have lease termination options related to co-tenancy provisions and sales thresholds that may become exercisable prior to the originally stated expiration date of the tenant lease and that are not considered in the lease rollover schedule.

(2) Total/Wtd. Avg. excludes the non-owned shadow anchor Target.

B-39

20999 Center Ridge Road Rocky River, OH 44116 Collateral Asset Summary Westgate Shopping Center Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $40,372,750 54.3% 2.10x 11.1%

The Loan.  The Westgate Shopping Center loan (the “Westgate Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 470,655 square foot Class A, Lowe’s and Kohl’s anchored and Target shadow anchored retail center located at the southeast corner of the intersection of Center Ridge Road and West 210th Street in the suburban Cleveland communities of Rocky River and Fairview Park, Ohio (the “Westgate Property”) with an original principal balance of $40,372,750.  The Westgate Loan has a 10-year term and interest only payments for the term of the loan.  The Westgate Loan accrues interest at a fixed rate equal to 4.9355% and has a Cut-off Date Balance of $40,372,750.  Westgate Loan proceeds along with $33.4 million of equity from the borrowerwere used to acquire the propertyfor approximately $73.4 million.  Based on the appraised value of $74.4 million as of January 12, 2012, the Cut-off Date LTV is 54.3%.  The most recent prior financing of the Westgate Property was not included in a securitization.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$40,372,750	54.7%	Purchase Price	$73,405,000	99.4%
Sponsor Equity	$33,443,343	45.3%	Closing Costs	$411,093	0.6%
Total Sources	$73,816,093	100.0%	Total Uses	$73,816,093	100.0%

The Borrower / Sponsor.  The borrower, Inland Westgate L.L.C., is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure.  The sponsor of the borrower and the nonrecourse carve-out guarantor is Inland Real Estate Corporation, a publicly traded self-administered and self-managed real estate investment trust formed in 1994.  Inland Real Estate Corporation currently owns and manages 146 properties containing 14 million square feet of space nationwide.

The sponsor is also the sponsor under the mortgage loan secured by the mortgaged property identified on Annex A-1 in this prospectus supplement as Stone Creek Towne Center, which has a cut-off date principal balance of $19,800,000.

The Property.  The Westgate Property is an anchored community retail center totaling 597,497 square feet, of which 470,655 square feet is collateral for the Westgate Loan.  Located on the border of Rocky River and Fairview Park, Ohio, the Westgate Property was originally developed as an enclosed regional mall in the 1950’s and re-developed as an anchored community retail center between 2007 and 2011.  As of year-end 2011, in-line tenants who have been in occupancy and reporting sales since January 1, 2009 had sales of $237 PSF and an occupancy cost of 12.8%.  As of January 31, 2012, the Westgate Property was 91.7% occupied based on owned collateral and 93.4% occupied based on total square footage.

The Westgate Property is anchored by Lowe’s (ground lease) and Kohl’s (ground lease), and shadow anchored by Target (non-owned and not part of collateral).  Major tenants include Marshalls, Earth Fare (a privately owned organic food retailer which took occupancy in December 2011), Petco and Books-A-Million.  The Westgate Property is occupied by 39 additional tenants, none of which occupy more than 2.1% of the total owned NRA.  National tenants at the Westgate Property include Applebee’s, T-Mobile, GameStop, Radioshack, Sprint and Starbucks.  Tenant sales at the Westgate Property have increased year over year as shown in the table below:

Historical Sales PSF(1)
	2008	2009	2010	2011
Kohl’s	$209	$209	$215	$220
Marshalls	$169	$200	$231	$250
Earth Fare(2)	NAP	NAP	NAP	$556
Books-A-Million	NAP	$102	$107	$108
All In-line Tenants(3)	NAP	$221	$225	$237
Outparcels(4)	$541	$533	$543	$569

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

(2) Earth Fare took occupancy in December 2011.  The 2011 sales shown above represent trailing-3 month sales as of February 29, 2012 annualized.

(3) In-line tenant sales include all tenants <10,000 sq. ft. who have been in occupancy and reporting sales since January 1, 2009.

(4) Outparcels consists of Longhorn Steaks (5,400 sq. ft.) and Applebee’s (4,997 sq. ft.).

Environmental Matters.  The Phase I environmental report dated March 1, 2012 recommended no further action at the Westgate Property.

B-40

20999 Center Ridge Road Rocky River, OH 44116 Collateral Asset Summary Westgate Shopping Center Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $40,372,750 54.3% 2.10x 11.1%

The Market.  The Westgate Property is located in Cuyahoga County, Ohio along Center Ridge Road at the intersection with West 210th Street on the border of Rocky River and Fairview Park, Ohio.  Center Ridge Road is the primary retail corridor servicing Rocky River and Fairview Park and is located 11 miles west of the Cleveland CBD.  Other comparable retail properties located along this retail corridor include Westwood Town Center and River Plaza, both of which are located less than 0.6 miles from the Westgate Property.   Interstate 90 is located less than one mile north of the Westgate Property and provides access via West 210th Street.  In addition, regional access is provided by Interstate 480 which is located less than three miles south of the Westgate Property and connects the Cleveland MSA to the Ohio Turnpike.  According to the appraisal, the 2011 estimated population and average household income within a 5-mile radius was approximately 212,654 and $62,630, respectively.

The appraiser analyzed a set of four comparable properties that are all located within 7.1 miles of the Westgate Property.  The comparables have occupancies ranging from 87% to 96% with an average occupancy of 93%.  The appraiser’s competitive set compared to the Westgate Property is detailed below:

	Competitive Set(1)
Name		Westgate Shopping Center (Subject)	The Plazas of Great Northern	Westwood Town Center	River Plaza	Crocker Park
Distance from Property		NAP	5.7 miles SW	0.5 miles SW	0.6 miles SW	7.1 miles W
Property Type		Anchored Retail	Power Center	Power Center	Neighborhood/Community Center	Lifestyle Center
Year Built / Renovated		2007-2011 / NAP	1983 / 1998	1988 / NAP	1965 / 2004	2004
Total Occupancy		93.4%	87%	96%	93%	96%
Total Size (Sq. Ft.)		597,497	627,060	219,192	127,839	525,587
Anchors / Major Tenants		Target, Lowe’s, Kohl’s, Marshalls, Earth Fare, Petco	Marc’s, K&G Men’s Mart, CompUSA, DSW, PetSmart	Home Depot, AMC Theatres, Marc’s Discount	Giant Eagle, Chase Bank, Rozzi’s Wine and Liquor, Office Max	Dick’s Sporting Goods, Barnes & Noble

(1) Source: Appraisal

Cash Flow Analysis.

Cash Flow Analysis
	2009	2010	T-12 11/30/2011	U/W	U/W PSF
Base Rent(1)	$4,615,892	$4,853,683	$5,100,086	$5,526,780	$11.74
Value of Vacant Space	0	0	0	851,418	1.81
Gross Potential Rent	$4,615,892	$4,853,683	$5,100,086	$6,378,198	$13.55
Total Recoveries	2,257,390	2,479,210	2,306,516	2,595,125	5.51
Total Other Income	257,067	281,666	339,517	279,745	0.59
Less: Vacancy & Credit Loss(2)	(214,879)	134,525	248,224	(1,224,033)	(2.60)
Effective Gross Income	$6,915,470	$7,749,084	$7,994,343	$8,029,035	$17.06
Total Operating Expenses(3)	2,397,166	2,400,096	2,416,062	3,534,992	7.51
Net Operating Income	$4,518,304	$5,348,988	$5,578,281	$4,494,043	$9.55
TI/LC	0	0	0	202,105	0.43
Capital Expenditures	0	0	0	48,366	0.10
Net Cash Flow	$4,518,304	$5,348,988	$5,578,281	$4,243,572	$9.02

(1) U/W Base Rent includes $48,923 in contractual rent steps through December 31, 2012 and $46,555 of Kohl’s ground lease payments underwritten to the 2016 10-yr ground rent renewal rate which is 54% below the market rent for the recaptured fee space.  Earth Fare (U/W Base Rent of $326,952) took occupancy in December 2011 and therefore is not reflected in T-12 11/30/2011.

(2) U/W Vacancy & Credit Loss of $1,224,033 is based on actual economic vacancy of 9.2% ($851,418), 2.9% ($272,615) of mark-to-market, and 1.1% ($100,000) of a bankrupt tenant vacancy adjustment.

(3) U/W Total Operating Expenses are greater than historical expenses primarily due to underwriting normalized taxes to account for a tax abatement that phases out over the next 6 years. U/W Total Recoveries adjusted accordingly based on contractual obligations.

B-41

20999 Center Ridge Road Rocky River, OH 44116 Collateral Asset Summary Westgate Shopping Center Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $40,372,750 54.3% 2.10x 11.1%

Property Management.  The Westgate Property is managed by Inland Commercial Property Management, Inc., a borrower affiliate.

Lockbox / Cash Management.  The Westgate Loan is structured with a springing hard lockbox and springing cash management with executed tenant direction letters held by lender in escrow.  A hard lockbox and in-place cash management are each triggered upon the commencement of a Cash Management Period (as defined below).  Upon the commencement of a Cash Management Period, tenants may be instructed to deposit rents and payments directly into a lender controlled lockbox account.  At such time, all funds in the lockbox account will be swept daily to a lender controlled cash management account and used to pay monthly debt service payments and any reserves due under the Westgate Loan documents. Any excess amounts remaining in the cash management account shall be held by lender in a cash collateral reserve as additional collateral for the Westgate Loan until the termination of the Cash Management Period or the occurrence of an event of default.

The Westgate Loan “Cash Management Period” commences if (i) a “Cash Trap Period” has commenced, or (ii) the actual DSCR is not at least 1.30x at the end of two consecutive calendar quarters until the actual DSCR is at least 1.40x for two consecutive calendar quarters.

A “Cash Trap Period” commences on the occurrence of any Event of Default (as such term is defined in the Westgate Loan documents) or in the event that (i) Target is in bankruptcy or goes dark (a “Target Event”) and (ii) any tenant at the Westgate Property has (1) elected to pay percentage rent or (2) notified borrower of its intention to terminate its lease, or has actually terminated its lease, in either case as a result of a Target Event. The Cash Trap Period will end when the borrower cures any curable Event of Default or when the Special Cash Trap Rollover Reserve (as defined below) has reached a balance of $10 PSF for the total square footage for each of the tenants affected as a result of the Target Event or the lease(s) in question are renewed or replaced with a tenant(s) acceptable to lender.

Initial Reserves.  None.

Ongoing Reserves.  The borrower is required to deposit monthlyreal estate tax, insurance and replacement reserves only upon an Event of Default.  Any loss as a result of the borrower’s failure to pay real estate taxes and insurance premiums is a recourse obligation to Inland Real Estate Corporation.

Marshalls & Kohl’s Rollover Reserves:  The Westgate Loan documents require the borrower to make monthly payments of (i) $50,000 into the Marshalls rollover reserve, commencing on March 11, 2017 (six months prior to lease expiration), capped at $300,000 and (ii) $78,750 into the Kohl’s rollover reserve commencing on April 11, 2015 (12 months prior to lease expiration), capped at $945,000.  These reserves are required until the earlier of (a) either $10 PSF for the total square footage for each of these tenants is deposited in the reserve account or (b) the lease(s) in question is renewed or replaced with a tenant(s) acceptable to lender. If such lease(s) is renewed or replaced, lender is permitted to retain a portion of the reserve necessary to cover any costs incurred by borrower in connection with such lease(s) and then return the unused portion to borrower.

Special Cash Trap Rollover Reserve: The Westgate Loan documents require the borrower to make monthly payments into the Special Cash Trap Rollover Reserve upon the occurrence of any Event of Default or Target Event, until such time that the borrower cures any curable Event of Default or either (a) when such reserve has reached a balance of $10 PSF for the total square footage for each of the tenants affected as a result of the Target Event or (b) the lease(s) in question are renewed or replaced with a tenant(s) acceptable to lender (such period, a “Special Cash Trap Period”). During a “Special Cash Trap Period” as a result of an event of default, all excess cash flow shall be held by the lender in a cash collateral reserve account.

Current Mezzanine or Subordinate Indebtedness.  None.

Future Mezzanine or Subordinate Indebtedness Permitted.  None.

B-42

20999 Center Ridge Road Rocky River, OH 44116 Collateral Asset Summary Westgate Shopping Center Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $40,372,750 54.3% 2.10x 11.1%

B-43

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B-44

6917, 6931, 6933 & 6937 Arlington Road Bethesda, MD 20814 Collateral Asset Summary Bradley Arlington Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $40,000,000 67.6% 1.39x 10.2%

B-45

6917, 6931, 6933 & 6937 Arlington Road Bethesda, MD 20814 Collateral Asset Summary Bradley Arlington Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $40,000,000 67.6% 1.39x 10.2%

Mortgage Loan Information			Property Information
Loan Seller:	CCRE		Single Asset / Portfolio:		Single Asset
Loan Purpose:	Refinance		Property Type:		Office / Retail
Sponsor:	Robert Scheer; Gregory B. Fernebok		Collateral:		Fee Simple
Borrower:	Bradley Arlington Finance, LLC		Location:		Bethesda, MD
Original Balance:	$40,000,000		Year Built / Renovated:		1962, 1986 / 2003
Cut-off Date Balance:	$40,000,000		Total Sq. Ft.(2):		151,287
% by Initial UPB:	4.3%		Property Management:		Harvey Property Management
Interest Rate:	5.7250%				Company, Inc.
Payment Date:	11th of each month		Underwritten NOI:		$4,086,407
First Payment Date:	May 11, 2012		Underwritten NCF:		$3,879,001
Maturity Date:	April 11, 2022		Appraised Value:		$59,200,000
Amortization:	Interest Only for first 24 months;		Appraisal Date:		February 3, 2012
	360 months thereafter
Additional Debt:	None		Historical NOI
Call Protection:	L(25), D(92), O(3)		2011 NOI:		$3,508,701 (December 31, 2011)
Lockbox / Cash Management:	Hard / In Place		2010 NOI:		$3,251,461 (December 31, 2010)
			2009 NOI:		$3,428,765 (December 31, 2009)
Reserves(1)			2008 NOI:		$3,030,749 (December 31, 2008)
	Initial	Monthly
Taxes:	$248,000	$31,000	Historical Occupancy
Insurance:	$6,909	$3,455	Current Occupancy(4):		94.9% (February 1, 2012)
Replacement:	$0	$2,489	2011 Occupancy:		98.1% (December 31, 2011)
TI/LC:	$442,000	$16,051	2010 Occupancy:		96.6% (December 31, 2010)
Required Repairs:	$2,125	NAP	2009 Occupancy:		99.6% (December 31, 2009)
			2008 Occupancy:		97.1% (December 31, 2008)
Financial Information			(1)	See “Initial Reserves” and “Ongoing Reserves” herein.
Cut-off Date Balance / Sq. Ft. (2) :	$264		(2)	Excludes an income producing six-story, 470-space parking garage and 28 surface parking spaces that are part of the collateral.
Balloon Balance / Sq. Ft.(2):	$233
Cut-off Date LTV:	67.6%		(3)	Assumes amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 1.76x and 1.67x, respectively.
Balloon LTV:	59.5%
Underwritten NOI DSCR(3):	1.46x		(4)	Excluding storage space, the Bradley Arlington Property is 96.2% occupied, which consists of 97.2% office occupancy and 93.3% retail occupancy.
Underwritten NCF DSCR(3):	1.39x
Underwritten NOI Debt Yield:	10.2%
Underwritten NCF Debt Yield:	9.7%

B-46

6917, 6931, 6933 & 6937 Arlington Road Bethesda, MD 20814 Collateral Asset Summary Bradley Arlington Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $40,000,000 67.6% 1.39x 10.2%

Tenant Summary
Tenant	Ratings (Fitch/Moody’s/S&P)(1)	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area	U/W Base  Rent PSF	% of Total U/W Base Rent	Lease Expiration
Cystic Fibrosis Foundation	NR/NR/NR	48,615	32.1%	$31.99	32.2%	4/30/2019(2)
CVS Pharmacy	BBB+/Baa2/BBB+	14,200	9.4%	$34.37	10.1%	11/30/2015
Camris International Inc.	NR/NR/NR	8,460	5.6%	$37.53	6.6%	2/28/2016
Bethesda Chevy Chase Surgery Center LLC	NR/NR/NR	6,090	4.0%	$37.08	4.7%	1/31/2021
The Neurology Center P.A. (3)	NR/NR/NR	5,687	3.8%	$23.12	2.7%	12/31/2021
Total Major Tenants		83,052	54.9%	$32.73	56.3%
Remaining Tenants		60,505	40.0%	$34.87	43.7%
Total Occupied Collateral		143,557	94.9%	$33.63	100.0%
Vacant		7,730	5.1%
Total		151,287	100.0%

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

(2) Cystic Fibrosis Foundation space includes 2,045 sq. ft. of space leased on a month-to-month basis.

(3) The Neurology Center P.A. space is below grade office space.

Lease Rollover Schedule
Year	# of Leases Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring	Cumulative Sq. Ft. Expiring	Cumulative % of Sq. Ft. Expiring	Annual U/W Base Rent PSF	% U/W Base Rent Rolling	Cumulative % of U/W Base Rent
MTM(1)	5	3,050	2.0%	3,050	2.0%	$25.21	1.6%	1.6%
2012	7	7,471	4.9%	10,521	7.0%	$30.92	4.8%	6.4%
2013	5	6,347	4.2%	16,868	11.1%	$31.74	4.2%	10.6%
2014	5	6,564	4.3%	23,432	15.5%	$35.57	4.8%	15.4%
2015	7	18,696	12.4%	42,128	27.8%	$36.63	14.2%	29.6%
2016	13	22,446	14.8%	64,574	42.7%	$33.28	15.5%	45.0%
2017	4	8,724	5.8%	73,298	48.4%	$40.75	7.4%	52.4%
2018	1	2,433	1.6%	75,731	50.1%	$37.34	1.9%	54.3%
2019	1	46,570	30.8%	122,301	80.8%	$32.07	30.9%	85.2%
2020	2	1,917	1.3%	124,218	82.1%	$46.00	1.8%	87.0%
2021	3	15,197	10.0%	139,415	92.2%	$31.63	10.0%	97.0%
2022	1	4,142	2.7%	143,557	94.9%	$35.02	3.0%	100.0%
Thereafter	0	0	0.0%	143,557	94.9%	$0.00	0.0%	100.0%
Vacant(2)	NAP	7,730	5.1%	151,287	100.0%	NAP	NAP
Total / Wtd. Avg.	54	151,287	100.0%			$33.63	100.0%

(1) Includes four MTM storage leases totaling 1,239 sq. ft

(2) Includes three vacant storage spaces totaling 2,170 sq. ft.

The Loan.    The Bradley Arlington loan (the “Bradley Arlington Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 151,287 square foot, Class B, mixed use office/retail complex located at 6917, 6931, 6933 & 6937 Arlington Road in Bethesda, Maryland (the “Bradley Arlington Property”) with an original principal balance of $40.0 million.  The Bradley Arlington Loan has a 10-year term and amortizes on a 30-year schedule after a 2-year interest only period.  The Bradley Arlington Loan accrues interest at a fixed rate equal to 5.7250% and has a Cut-off Date Balance of $40.0 million.  Loan proceeds were used to, among other things, retire existing debt of $37.9 million and return $519,778 of equity to the borrower.  Based on the appraised value of $59.2 million as of February 3, 2012, the Cut-off Date LTV is 67.6% and the remaining implied equity is $19.2 million.  The most recent prior financing of the Bradley Arlington Property was included in the CSFB 2003-C4 transaction.

B-47

6917, 6931, 6933 & 6937 Arlington Road Bethesda, MD 20814 Collateral Asset Summary Bradley Arlington Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $40,000,000 67.6% 1.39x 10.2%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$40,000,000	100.0%	Loan Payoff(1)	$37,943,087	94.9%
			Reserves	$699,034	1.7%
			Closing Costs	$838,100	2.1%
			Return of Equity	$519,778	1.3%
Total Sources	$40,000,000	100.0%	Total Uses	$40,000,000	100.0%

(1) The Loan Payoff consists of approximately $20.2 million to retire an existing CMBS loan, which was previously included in the CSFB 2003-C4 CMBS transaction, and approximately $17.8 million to retire mezzanine debt.

The Borrower / Sponsor.    The borrower, Bradley Arlington Finance, LLC (the “Bradley Arlington Borrower”), and the property owner, Bradley Arlington, LLC (the “IDOT Guarantor”), are each a single purpose limited liability company structured to be bankruptcy-remote, each with two independent directors in their organizational structure.  The Bradley Arlington Borrower is a Delaware limited liability company and the IDOT Guarantor is a Maryland limited liability company.  Under the Bradley Arlington Loan, the obligations of the Bradley Arlington Borrower are guaranteed by the IDOT Guarantor, which guaranty is secured by a mortgage on the fee owner’s property.  The sponsor of the Bradley Arlington Borrower and the nonrecourse carve-out guarantors are Robert Scheer and Gregory B. Fernebok (collectively the “Bradley Arlington Guarantor”), jointly and severally.

Robert Scheer is the president and founder of Scheer Partners.  Scheer Partners is a fully integrated commercial real estate services company with a focus on the healthcare and biotechnology sector in the Washington and Baltimore metropolitan areas.  Scheer Partners’ capabilities include asset and property management, acquisitions and development, brokerage, construction management, and finance. Robert Scheer has overseen more than 3.0 million sq. ft. of life sciences real estate transactions.

Gregory B. Fernebok is the president and founder of Sheridan Development, which is a full-service commercial real estate firm specializing in retail and office development, construction management and property management/leasing.  Over the last fourteen years, Sheridan has developed and purchased more than 2.0 million sq. ft. of commercial office and retail projects.  Sheridan Development has provided construction management services for over 1.6 million sq. ft. of office and retail projects and 1,000 residential units in the Washington DC metro area, California and Arizona.

The Property. The Bradley Arlington Property is located in Bethesda, Maryland at the major intersection of Arlington Road and Bradley Boulevard.  Constructed in two stages in 1962 and 1986, the Bradley Arlington Property is comprised of two Class B office buildings with ground floor retail, a six story parking garage and a stand-alone retail building.  The collateral includes 111,092 sq. ft. of office space, 36,786 sq. ft. of retail space, 3,409 sq. ft. of storage space, 470 garage spaces and an additional 28 surface parking spaces.  As of February 1, 2012, the Bradley Arlington Property is 96.2% occupied (excluding storage space), which consists of a 97.2% office occupancy and 93.3% retail occupancy.  Over the last 15 years, the Bradley Arlington Property has maintained an average occupancy of 96%.

The Bradley Arlington Property includes the following buildings:

6917 Arlington Road - Three-story, Class B, 43,438 sq. ft. office building with 19,885 sq. ft. of retail space, 22,074 sq. ft. of office space on the upper floors and an additional 1,479 sq. ft. of storage space.  6917 Arlington Road was built in 1962 and is 92.7% occupied (excluding storage space).  The largest tenant is CVS, which occupies 14,200 sq. ft. (32.7% of the building NRA) of retail space expiring November 30, 2015 with one ten-year extension option remaining.  CVS reported sales at this location of $17.6 million ($1,242 PSF) in 2011, $17.1 million ($1,204 PSF) in 2010 and $16.9 million ($1,191 PSF) in 2009.  The CVS lease commenced in 1980 and has been renewed four times for a total term of 35 years.  No other tenant has more than 2,527 sq. ft. (5.8% of the NRA of the building).  The property contains 28 surface parking spaces, 25 of which are leased to CVS.

6931 Arlington Road - Five-story, Class B, 106,649 sq. ft. building constructed in 1986 with 15,701 sq. ft. of retail space on the first floor, 89,018 sq. ft. of office space on the upper floors and an additional 1,930 sq. ft. of storage space.  As of February 1, 2012, 6931 Arlington Road is 97.6% occupied (excluding storage space). The largest tenant is the Cystic Fibrosis Foundation which occupies 46,570 sq. ft. (43.7% of the building NRA) on a lease expiring April 30, 2019.  Cystic Fibrosis Foundation has occupied space within this building since 1992 and currently utilizes this location as its world headquarters.  No other tenant occupies more than 8,460 sq. ft. (7.9% of the NRA of the building).

6933 Arlington Road - Six story, 470-space attended parking garage.  The garage, operated by Monument Parking and providing valet service, has generated more than $500,000 in revenue in each of the last four years.

B-48

6917, 6931, 6933 & 6937 Arlington Road Bethesda, MD 20814 Collateral Asset Summary Bradley Arlington Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $40,000,000 67.6% 1.39x 10.2%

6937 Arlington Road - Single story, Class B, 1,200 sq. ft. retail building built in 1962 and 100.0% occupied by Aji-Nippon Restaurant through February 28, 2017.  The tenant has occupied this space since 1997 and recently executed a lease extension.

Environmental Matters. The Phase I environmental report dated February 10, 2012 recommended no further action at the Bradley Arlington Property, other than the continued implementation of an Asbestos O&M program already in place.

Major Tenants.    

Cystic Fibrosis Foundation (48,615 sq. ft., 32.1% of NRA, 32.2% of Annual U/W Base Rent)

The Cystic Fibrosis Foundation, a non-profit organization dedicated to fighting against and finding a cure for cystic fibrosis, was established in 1955 and has occupied space at the Bradley Arlington Property since 1992 (currently utilizing the space as its world headquarters).  As of December 31, 2010, the Cystic Fibrosis Foundation had $272.5 million in total assets including $21.7 million in cash.  Total liabilities were $84.2 million, and total equity was $188.3 million.

CVS Pharmacy (14,200 sq. ft., 9.4% of NRA, 10.1% of Annual U/W Base Rent)

The CVS Pharmacy (“CVS”) lease commenced December 1, 1980 and has been renewed four times for a total term of 35 years. Peoples Drugs was the original tenant under the lease and was acquired by CVS in the early 1990s.  CVS reported sales of approximately $17.6 million ($1,242 PSF) in 2011, $17.1 million ($1,204 PSF) in 2010 and $16.9 million ($1,191 PSF) in 2009. CVS paid percentage rent of $217,158, $195,664 and $188,145 in 2011, 2010 and 2009, respectively.  CVS has one ten-year renewal option remaining at a renewal rate equal to the sum of the previous year’s base rent and percentage rent.  CVS leases 25 of the 28 surface parking spaces for customer use.

The Market.    The Bradley Arlington Property is located in the infill commercial district of Bethesda, Montgomery County, Maryland approximately eight miles northwest of the Washington D.C. CBD.  The Washington D.C. MSA is comprised of three primary market segments: Washington D.C., Northern Virginia, and Suburban Maryland (collectively, the “DC MSA”).  Between 2000 and 2010, 244,000 jobs were added in the DC MSA, and as of November, 2011 the PMSA unemployment rate was 5.4% compared with the national rate of 8.7%.  The population growth has been 1.7% per year since 2000, the second highest in the United States.  Average 2011 household income in the DC MSA was estimated to be $103,663, the highest in the nation.

The Bradley Arlington Property is located in the Bethesda/Chevy Chase submarket.  Within a three-mile radius of the Bradley Arlington Property, the total 2011 estimated population and estimated average 2011 household income were 140,372 and $163,386, respectively.  Bethesda is located within the I-495 Beltway and is approximately two miles from the border of Washington D.C. and eight miles from the Washington D.C. CBD.  Wisconsin Avenue, located less than 0.5 miles from the Bradley Arlington Property, is the main thoroughfare in Bethesda and primary commuter road into Washington, D.C.  The Red Line of the Washington Metro parallels Wisconsin Avenue and has a station in the center of Bethesda located less than half a mile from the Bradley Arlington Property.

According to the appraisal, the Bethesda/Chevy Chase office submarket has the highest full service rental rates in the Suburban Maryland market for the last seven years.  The average full service rental rate as of year-end 2011 was $38.57 PSF and the submarket direct vacancy rate was 7.2%.  The appraisal concluded market rents of $33.00 PSF for office space at the 6917 Arlington Road Building, $35.00 PSF for office space at the 6931 Arlington Road Building and $20.00 PSF for below grade office space.

The Bradley Arlington Property is located in a retail submarket which includes Bethesda, Silver Spring and the NW Beltway.  This submarket had an overall vacancy rate of 3.5% as of the fourth quarter 2011.  Retail vacancy in this submarket has not exceeded 5.4% at any time in the last five years.  The appraisal concluded retail market rents for the Bradley Arlington Property of $45.00 PSF for retail spaces with direct Arlington Road or Bradley Road frontage and $36.00 PSF for retail spaces with primary frontage on the parking court.

Competitive Set(1)
Name	Air Rights East- West Tower	Artery Plaza	Bethesda Bradley Building	South Woodmont Building	The Clark Building	Chevy Chase Building
Property Type	Office	Office	Office	Office	Office	Office
Year Built / Renovated	1964	1986	1964	1990	1984	1970
Total Occupancy	74%	95%	77%	100%	95%	91%
Size (Sq. Ft.)	323,304	272,000	43,122	63,068	296,123	250,000

(1) Source: Appraisal

B-49

6917, 6931, 6933 & 6937 Arlington Road Bethesda, MD 20814 Collateral Asset Summary Bradley Arlington Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $40,000,000 67.6% 1.39x 10.2%

Cash Flow Analysis.

Cash Flow Analysis
	2009	2010	2011	U/W	U/W PSF
Base Rent(1)	$3,985,698	$3,881,995	$4,095,554	$4,828,288	$31.91
Value of Vacant Space	0	0	0	223,189	1.48
Gross Potential Rent	$3,985,698	$3,881,995	$4,095,554	$5,051,477	$33.39
Total Recoveries	261,000	274,165	238,622	251,223	1.66
Total Other Income(2)	728,666	737,854	871,430	871,430	5.76
Less: Vacancy(3)	0	0	0	(370,032)	(2.45)
Effective Gross Income(4)	$4,975,364	$4,894,014	$5,205,606	$5,804,097	$38.36
Total Operating Expenses	1,546,599	1,642,553	1,696,905	1,717,690	11.35
Net Operating Income	$3,428,765	$3,251,461	$3,508,701	$4,086,407	$27.01
TI/LC	0	0	0	177,543	1.17
Capital Expenditures	0	0	0	29,863	0.20
Net Cash Flow	$3,428,765	$3,251,461	$3,508,701	$3,879,001	$25.64

(1) U/W Base Rent includes $205,181 in contractual step rent through March 2013 and a mark-to-market adjustment of $25,025.

(2) U/W Other Income consists primarily of parking income and $217,158 of percentage rent paid by CVS.  Other Income increased in 2011 due to higher contractual and daily parking rates due in part by the commencement of the Bethesda Chevy Chase Surgery Center LLC lease which increased daily parking traffic demand.

(3) U/W Vacancy is 6.7% of gross income.  Vacancy includes a 7.2% underwritten office vacancy based on the submarket data versus 3.0% actual economic office vacancy and 7.9% actual economic retail vacancy versus a retail submarket vacancy of 3.5%.

(4) U/W Effective Gross Income is higher than historicals due to 14 leases (including the Bethesda Chevy Chase Surgery Center LLC) signed in 2011 and 2012 totaling 20,477 sq. ft. and $714,470 in U/W Base Rent.

Property Management.    The Bradley Arlington Property is managed by Harvey Property Management Company, Inc.

Lockbox / Cash Management.    The Bradley Arlington Loan is structured with a hard lockbox and in place cash management.  The Bradley Arlington Borrower was required to send tenant direction letters to all tenants instructing them to deposit all rents and payments into the lockbox account controlled by the lender.  All funds in the lockbox account are swept daily to a cash management account under the control of the lender and amounts in this account are used to pay monthly debt service payments and any reserves due under the Bradley Arlington Loan documents with any excess amounts remaining in this account returned to the Bradley Arlington Borrower in accordance with the Bradley Arlington Loan documents.

Additionally, all excess cash will be swept into a lender controlled account upon (i) an event of default, (ii) any bankruptcy action of the Bradley Arlington Borrower, the IDOT Guarantor, the manager of  IDOT Guarantor, the Bradley Arlington Guarantor or the property manager, (iii) if the debt service coverage ratio for any calendar quarter is less than 1.15x until such time that the debt service coverage ratio is 1.20x for two consecutive quarters, or (iv) if a Cystic Fibrosis Lease Discontinuation Event is occurring.

A “Cystic Fibrosis Lease Discontinuation Event” occurs (i) upon the termination or any other discontinuance of the Cystic Fibrosis Foundation lease, (ii) if Cystic Fibrosis Foundation provides notice of its intent to vacate, terminate or otherwise discontinue its lease, or (iii) if the Cystic Fibrosis Foundation fails to extend the existing lease or enter into a new lease by April 30, 2018; provided, among other things, that such lease must (a) be for a term of not less than five years, (b) provide for rental rates comparable to those set forth in the existing Cystic Fibrosis lease, (c) be on commercially reasonable market rate terms and not contain any terms which would materially affect lender’s rights under the Bradley Arlington Loan and (d) in the event that such lease is a new lease, be approved in writing by lender.

Initial Reserves.    At closing, the Bradley Arlington Borrower deposited (i) $248,000 into a tax reserve account, (ii) $6,909 into an insurance reserve account, (iii) $442,000 into a TI/LC reserve account and (iv) $2,125 into the required repair reserve account.

Ongoing Reserves.    On a monthly basis, the Bradley Arlington Borrower is required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $31,000, into a tax reserve account, (ii) 1/12 of the annual insurance premium, which currently equates to $3,455, into a insurance reserve account, (iii) $2,489 into a capital expenditure account and (iv) $16,051 into a TI/LC reserve account, which amount is capped at $800,000.  The TI/LC reserve cap will be waived in the event that either (i) the gross rent payable under existing leases or (ii) rentable square footage leased by tenants in occupancy and open for business at the Bradley Arlington Property is less than 88% of the gross rent payable under existing leases or rentable sq. ft. leased by tenants as of the closing date of the Bradley Arlington Loan.

B-50

6917, 6931, 6933 & 6937 Arlington Road Bethesda, MD 20814 Collateral Asset Summary Bradley Arlington Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $40,000,000 67.6% 1.39x 10.2%

Current Mezzanine or Subordinate Indebtedness.    None.

Future Mezzanine or Subordinate Indebtedness Permitted.    None.

Partial Release or Substitution.  None.

B-51

6917, 6931, 6933 & 6937 Arlington Road Bethesda, MD 20814 Collateral Asset Summary Bradley Arlington Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $40,000,000 67.6% 1.39x 10.2%  

B-52

5400 New Hope Commons Drive Durham, NC 27707 Collateral Asset Summary New Hope Commons Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $34,919,760 56.3% 1.82x 12.4%

B-53

5400 New Hope Commons Drive Durham, NC 27707 Collateral Asset Summary New Hope Commons Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $34,919,760 56.3% 1.82x 12.4%

Mortgage Loan Information				Property Information
Loan Seller:	CCRE			Single Asset / Portfolio:		Single Asset
Loan Purpose:	Refinance			Property Type:		Anchored Retail
Sponsor:	Kimco Income Operating Partnership,			Collateral:		Fee Simple
	L.P.			Location:		Durham, NC
Borrower:	KIR New Hope Commons Limited			Year Built / Renovated:		1995 / NAP
	Partnership			Total Sq. Ft.:		467,137
Original Balance:	$35,000,000			Total Collateral Sq. Ft.(3):		408,292
Cut-off Date Balance:	$34,919,760			Property Management:		KRC Property Management I, Inc.
% by Initial UPB:	3.7%			Underwritten NOI:		$4,323,878
Interest Rate:	4.9495%			Underwritten NCF:		$4,083,774
Payment Date:	11th of each month			Appraised Value:		$62,000,000
First Payment Date:	April 11, 2012			Appraisal Date:		February 2, 2012
Maturity Date:	March 11, 2022
Amortization:	360 months			Historical NOI
Additional Debt:	None			2011 NOI:		$4,520,033 (December 31, 2011)
Call Protection:	L(26), D(90), O(4)			2010 NOI:		$4,663,433 (December 31, 2010)
Lockbox / Cash Management:	Springing Hard / Springing			2009 NOI(4):		$5,214,203 (December 31, 2009)
				2008 NOI:		$4,924,141 (December 31, 2008)
Reserves(1)
		Initial	Monthly	Historical Occupancy(2)
Taxes:		$0	Springing	Current Occupancy(5):		98.7% (February 27, 2012)
Insurance:		$0	Springing	2011 Occupancy:		98.7% (December 31, 2011)
Replacement:		$0	Springing	2010 Occupancy:		100.0% (December 31, 2010)
TI/LC:		$0	Springing	2009 Occupancy:		98.4% (December 31, 2009)
				(1)	See “Initial Reserves” and “Ongoing Reserves” herein.
Financial Information				(2)	Based on the Total Collateral Sq. Ft. of 408,292.
Cut-off Date Balance / Sq. Ft.(2):			$86	(3)	Excludes Dick’s Sporting Goods (58,845 sq. ft.), which is not part of the collateral.
Balloon Balance / Sq. Ft. (2):			$70	(4)	2009 NOI includes a one time lease termination payment of approximately $718,000 received from Linens-N-Things, which vacated the property in December 2008. The former Linens-N-Things space was re-leased to Buy Buy Baby.
Cut-off Date LTV:			56.3%
Balloon LTV:			46.3%
Underwritten NOI DSCR:			1.93x	(5)	98.9% occupied based on Total Sq. Ft.
Underwritten NCF DSCR:			1.82x
Underwritten NOI Debt Yield:			12.4%
Underwritten NCF Debt Yield:			11.7%

B-54

5400 New Hope Commons Drive Durham, NC 27707 Collateral Asset Summary New Hope Commons Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $34,919,760 56.3% 1.82x 12.4%

Tenant Summary
Tenant Mix	Ratings  (Fitch/Moody’s/S&P)(1)	Total Sq. Ft.	% of Total Sq. Ft.	Lease  Expiration	Total Sales (000s)(2)	Sales PSF(2)	Occupancy Cost  (% of Sales)(2)(3)
Non-Collateral Anchor Tenants
Dick’s Sporting Goods	NR/NR/NR	58,845	NAP	NAP	NAP	NAP	NAP
Collateral Anchor Tenants
Walmart	AA/Aa2/AA	149,929	36.7%	10/13/2015	$56,827	$379	2.8%
Best Buy	BBB-/Baa2/BBB-	45,000	11.0%	1/31/2016	$28,335	$630	2.2%
Buy Buy Baby	NR/NR/NR	31,999	7.8%	1/31/2020	NAP	NAP	NAP
Marshalls	NR/A3/A	30,311	7.4%	1/31/2016	$7,398	$244	5.8%
Barnes & Noble	NR/NR/NR	25,200	6.2%	2/1/2014	$5,853	$232	8.4%
OfficeMax	NR/B2/B-	23,248	5.7%	10/31/2015	NAP	NAP	NAP
Total Collateral Anchor Tenants		305,687	74.9%		$98,414	$393	3.2%
Major Tenants (>10,000 sq. ft.)
Michaels	NR/Caa1/B	19,064	4.7%	2/28/2013	$3,298	$173	8.0%
Old Navy	BBB-/Baa3/BB+	17,512	4.3%	2/28/2018	$4,156	$237	8.7%
Golf Galaxy	NR/NR/NR	13,010	3.2%	1/31/2016	NAP	NAP	NAP
Total Major Tenants		49,586	12.1%		$7,455	$204	8.4%
Remaining Tenants
In-line (5,000-10,000 sq. ft.)		29,175	7.1%		$4,817	$241	9.5%
In-line (<5,000 sq. Ft.)		18,594	4.6%		$4,500	$332	7.9%
Total Remaining Tenants		47,769	11.7%		$9,317	$278	8.8%
Total Occupied Collateral		403,042	98.7%
Vacant		5,250	1.3%
Total Collateral Sq. Ft.		408,292	100.0%

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

(2) Total Sales, Sales PSF and Occupancy Cost provided by the borrower as of February 16, 2012 and only include tenants who report sales.  For Marshalls and Barnes & Noble, Total Sales, Sales PSF, and Occupancy Cost are as of December 31, 2010.  For Michaels, Total Sales, Sales PSF, and Occupancy Cost are as of March - December 2010 annualized.  For Walmart, Total Sales, Sales PSF, and Occupancy Cost are as of February - October 2011 annualized.  In-line tenants sales represent tenants in occupancy and reporting sales from 2009-2011.

(3) Occupancy Costs were calculated using each tenant’s U/W Base Rent plus the average U/W Reimbursements PSF.

Lease Rollover Schedule(1)
Year	# of Leases Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring	Cumulative Sq. Ft. Expiring	Cumulative % of Sq. Ft. Expiring	Annual U/W Base Rent PSF	% U/W Base Rent Rolling	Cumulative % of U/W Base Rent
MTM	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2012	4	16,743	4.1%	16,743	4.1%	$19.75	6.9%	6.9%
2013	2	24,064	5.9%	40,807	10.0%	$14.48	7.3%	14.3%
2014	3	26,700	6.5%	67,507	16.5%	$17.72	9.9%	24.2%
2015	5	185,903	45.5%	253,410	62.1%	$9.31	36.3%	60.5%
2016	4	95,289	23.3%	348,699	85.4%	$12.37	24.7%	85.2%
2017	1	4,832	1.2%	353,531	86.6%	$27.00	2.7%	88.0%
2018	1	17,512	4.3%	371,043	90.9%	$18.11	6.7%	94.6%
2019	0	0	0.0%	371,043	90.9%	$0.00	0.0%	94.6%
2020	1	31,999	7.8%	403,042	98.7%	$8.00	5.4%	100.0%
2021	0	0	0.0%	403,042	98.7%	$0.00	0.0%	100.0%
2022	0	0	0.0%	403,042	98.7%	$0.00	0.0%	100.0%
Thereafter	0	0	0.0%	403,042	98.7%	$0.00	0.0%	100.0%
Vacant	NAP	5,250	1.3%	408,292	100.0%	NAP	NAP
Total / Wtd. Avg.	21	408,292	100.0%			$11.82	100.0%

(1) Certain tenants have lease termination options related to co-tenancy provisions that may become exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the lease rollover schedule.

B-55

5400 New Hope Commons Drive Durham, NC 27707 Collateral Asset Summary New Hope Commons Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $34,919,760 56.3% 1.82x 12.4%

The Loan.  The New Hope Commons loan (the “New Hope Commons Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 408,292 square foot Walmart anchored power center located at 5400 New Hope Commons Drive in Durham, North Carolina (the “New Hope Commons Property”) with an original principal balance of $35.0 million. The New Hope Commons Loan has a 10-year term and amortizes on a 30-year schedule. The New Hope Commons Loan accrues interest at a fixed rate equal to 4.9495% and has a Cut-off Date Balance of approximately $34.9 million. Loan proceeds were used to, among other things, retire existing debt of $32.0 million and return $2.5 million of equity to the borrower.  Based on the appraised value of $62.0 million as of February 2, 2012, the Cut-off Date LTV is 56.3% and the remaining implied equity is $27.1 million. The most recent prior financing of the New Hope Commons Property was not included in a securitization.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$35,000,000	100.0%	Loan Payoff	$32,013,686	91.5%
			Closing Costs	$478,789	1.4%
			Return of Equity	$2,507,525	7.2%
Total Sources	$35,000,000	100.0%	Total Uses	$35,000,000	100.0%

The Borrower / Sponsor.  The borrower, KIR New Hope Commons Limited Partnership, is a single purpose Delaware limited partnership structured to be bankruptcy-remote, with one independent director in its organizational structure.  The sponsor of the borrower and the nonrecourse carve-out guarantor is Kimco Income Operating Partnership, L.P. (“KIOP”), which is an affiliate of Kimco Realty Corporation (“Kimco”). Kimco is a publicly-traded (NYSE:KIM) real estate investment trust headquartered in New Hyde Park, New York, that owns and operates neighborhood and community shopping centers throughout North America. As of December 31, 2011, the company owned interests in 946 shopping centers comprising 138 million sq. ft. of leasable space across 44 states, Puerto Rico, Canada, Mexico and South America.  KIOP was formed by Kimco in 1999 and currently owns 59 retail assets nationwide totaling 12.6 million sq. ft.

The Property.  The New Hope Commons Property consists of four single-story buildings constructed in 1995 totaling 467,137 sq. ft., of which 408,292 sq. ft. is collateral.  The 39.52 acre site is located in a major retail corridor at the intersection of Interstate 40 (58,000 vehicles daily) and Durham-Chapel Hill Boulevard (US Highway 15/501; 44,000 vehicles daily), which is the primary vehicular corridor connecting Durham and Chapel Hill, North Carolina. The center has excellent frontage and visibility along Mt. Moriah Road and benefits from its proximity to the signaled intersection of Durham-Chapel Hill Boulevard and Mt. Moriah Road, which also contains a Home Depot anchored center.  The New Hope Commons Property is 98.7% occupied as of February 27, 2012 by 21 national and local tenants with four investment-grade rated tenants representing 59.5% of the net rentable area (“NRA”).  Twelve of the 21 tenants (81.4% of NRA, 78.1% of U/W Base Rent) have occupied the New Hope Commons Property since it opened in 1995.

Anchor tenants include Walmart, Best Buy, Buy Buy Baby, Marshalls, Barnes & Noble and OfficeMax.  Walmart is an original tenant at the New Hope Commons Property and renovated its store in early 2011 into a Walmart Supercenter, including the addition of groceries. Since reopening as a Supercenter, reported trailing 9-month annualized sales (Feb.-Oct. 2011) have increased to $56.8 million ($379 PSF), the highest level since 2009.  The Walmart Supercenter at the New Hope Commons Property is the primary Walmart in the area. The nearest alternative Walmart is located approximately five miles east of the New Hope Commons Property and is not a Supercenter store.  Major tenants at the New Hope Commons Property include Michaels, Old Navy (which executed a seven year lease renewal in March 2012 with a starting rent of $17.25 PSF, 7.1% higher than its previous rent) and Golf Galaxy.  The center is also occupied by Dick’s Sporting Goods (not part of the collateral), which leases 58,845 sq. ft. adjacent to Old Navy.  Parking at the New Hope Commons Property consists of 2,052 surface spaces (5.03 spaces/1,000 sq. ft. of GLA).

The New Hope Commons Property is located approximately five miles from both Duke University and the University of North Carolina Chapel Hill, which had a combined 2011 enrollment of approximately 44,000 students. These two schools and the corresponding businesses and infrastructure that support them serve as major demand generators for the center.  KIOP has owned the New Hope Commons Property since 2002.

B-56

5400 New Hope Commons Drive Durham, NC 27707 Collateral Asset Summary New Hope Commons Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $34,919,760 56.3% 1.82x 12.4%

Historical Sales PSF(1)
	2009	2010	2011
Walmart	$324	$288	$379
Best Buy	$676	$648	$630
Marshalls	$242	$244	NAP
Barnes & Noble(2)	$247	$232	NAP
Michaels	$169	$173	NAP
Old Navy(3)	$259	$270	$237
In-line Tenants	$292	$279	$278

(1) Historical Sales PSF is based on historical operating statements provided by the borrower.  In-line tenant sales represent tenants in occupancy and reporting sales from 2009-2011. For Michaels, 2010 Sales PSF are as of March - December 2010 annualized and for Walmart, 2011 Sales PSF are as of February - October 2011 annualized.

(2) As of February 2011, Barnes & Noble is no longer required to report sales.

(3) Old Navy executed a seven-year renewal in March 2012 at $17.25 PSF, which was a 7.1% increase over the prior rent of $16.10 PSF.

Environmental Matters.  The Phase I environmental report dated February 10, 2012 recommended no further action at the New Hope Commons Property.

The Market.  TheNew Hope Commons Property is located in the South Durham submarket of the Raleigh-Durham MSA in North Carolina. The Raleigh, Durham and Chapel Hill area is commonly known as the “Research Triangle” and is anchored by the three major universities of Duke, University of North Carolina Chapel Hill and North Carolina State University, which collectively enrolled approximately 78,650 undergraduate and postgraduate students as of 2011.  The center is located approximately six miles southwest of the Durham CBD and approximately five miles northeast of Chapel Hill.  Within a 3-mile radius of the New Hope Commons Property, 2011 population and average household income are approximately 43,063 and $91,328, respectively.  The 2011 estimated population within a 5-mile radius increases to approximately 141,966, reflecting the impact of the local universities (Duke University and the University of North Carolina Chapel Hill).  The corresponding 2011 average household income within a 5-mile radius was approximately $74,815.

The Durham area retail market remained resilient during the recent recession, with average rents remaining relatively stable and achieving a peak sub-market vacancy of 7.1% in early 2009. The area retail market and the local submarket are exhibiting stabilized occupancy levels and upward trending rental rates, while maintaining favorable absorption in recent years.  Per the appraisal, as of 4Q 2011, the South Durham retail submarket achieved a 94.7% occupancy rate with average rents of $14.06 PSF.

The appraiser analyzed a set of four comparable properties shown below.  The average occupancy among the comparables is 92.9%.

Competitive Set(1)
Name	New Hope Commons (Subject)	The Commons at University Place	Oak Creek Village	Patterson Place	South Square
Distance from Subject	NAP	2.5 miles NE	3.7 miles NE	0.7 miles SE	2.3 miles NE
Property Type	Power Center	Neighborhood / Community	Neighborhood / Community	Neighborhood / Community	Power Center
Year Built / Renovated	1995 / NAP	1995 / NAP	1985 / 1994	2004-2005	2004-2005
Total Occupancy	98.9%	84.2%	93.2%	95.0%	99.3%
Size (Sq. Ft.)	467,137	86,200	116,186	412,407	432,000
Anchors / Major Tenants	Walmart, Dick’s Sporting Goods, Best Buy, Buy Buy Baby, Marshalls, Barnes & Noble, OfficeMax	Harris Teeter, Carmike Theatres	T.J. Maxx	Home Depot, Kroger, Kohl’s, Bed Bath & Beyond	Target, Sam’s Club, Ross Dress for Less, Office Depot

(1)    Source: Appraisal

B-57

5400 New Hope Commons Drive Durham, NC 27707 Collateral Asset Summary New Hope Commons Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $34,919,760 56.3% 1.82x 12.4%

Cash Flow Analysis.

Cash Flow Analysis
	2009	2010	2011	U/W	U/W PSF
Base Rent(1)(2)	$5,426,111	$4,899,222	$4,784,570	$4,765,159	$11.67
Value of Vacant Space	0	0	0	131,250	0.32
Gross Potential Rent	$5,426,111	$4,899,222	$4,784,570	$4,896,409	$11.99
Total Recoveries	1,274,786	1,047,476	1,050,637	1,059,766	2.60
Total Other Income	8,497	10,895	17,299	8,540	0.02
Less: Vacancy & Credit Loss(3)	0	0	0	(316,130)	(0.77)
Effective Gross Income	$6,709,394	$5,957,593	$5,852,506	$5,648,585	$13.83
Total Operating Expenses	1,495,191	1,294,160	1,332,473	1,324,708	3.24
Net Operating Income	$5,214,203	$4,663,433	$4,520,033	$4,323,878	$10.59
TI/LC	0	0	0	166,612	0.41
Capital Expenditures	0	0	0	73,493	0.18
Net Cash Flow	$5,214,203	$4,663,433	$4,520,033	$4,083,774	$10.00

(1) U/W Base Rent includes $13,558 in contractual step rent through December 31, 2012.

(2) 2009 Base Rent includes a one time lease termination payment of approximately $718,000 received from Linens-N-Things, which vacated the New Hope Commons Property in December 2008. The former Linens-N-Things space was re-leased to Buy Buy Baby.

(3) U/W Vacancy of 5.3%, which is equal to the South Durham submarket vacancy and greater than the in-place vacancy of 1.3%.

Property Management.  The New Hope Commons Property is managed by KRC Property Management I, Inc., an affiliate of the borrower.

Lockbox / Cash Management.  The New Hope Commons Loan is structured with (i) a springing hard lockbox, under which the borrower is permitted to collect and deposit rents into the borrower’s operating account until the occurrence of a Cash Management Trigger (as defined below), at which time tenants will be directed to send rents directly to a lock box account, and (ii) springing cash management.  The New Hope Commons Loan provides for a hard lockbox and cash management upon the occurrence of (i) any event or default, (ii) failure to maintain a 1.20x DSCR on the last day of any calendar quarter, or (iii) on the date that is 60 days prior to the expiration of the Walmart lease or at such time that Walmart goes dark, vacates, delivers notice or otherwise indicates its intent to vacate or not to renew its lease at the property for at least 75% of the Walmart space (a “Cash Management Trigger”).

Initial Reserves.   None.

Ongoing Reserves.  On a monthly basis, the borrower is required to deposit reserves of (i) 1/12 of annual real estate taxes, (ii) 1/12 of annual property insurance premiums, (iii) $5,104 ($0.15 PSF) for replacement reserves capped at $183,731 and (iv) $17,012 for TI/LC expenses; provided however (A) monthly tax escrow deposits are not required unless (i) an event of default exists, (ii) borrower has failed to pay all taxes directly to the appropriate governmental taxing authority (as required under the New Hope Commons Loan documents) or   (iii) a Cash Management Trigger is then in effect; (B) monthly insurance deposits are not required unless (i) an event of default exists, (ii) borrower has failed to pay all insurance premiums directly to the approved insurance carrier as required under the New Hope Commons Loan documents,  or (iii) a Cash Management Trigger is then in effect;  (C) monthly replacement reserves are not required unless (i) an event of default exists,  (ii) the underwritten DSCR is below 1.40x or (iii) borrower fails to maintain the New Hope Commons Property in good repair (as reasonably determined by lender based on annual property inspections), and (D) monthly TI/LC Reserves are not required unless (i) an event of default exists, or (ii) the underwritten DSCR is below 1.40x.

Current Mezzanine or Subordinate Indebtedness.   None.

Future Mezzanine or Subordinate Indebtedness Permitted.   None.

B-58

5400 New Hope Commons Drive Durham, NC 27707 Collateral Asset Summary New Hope Commons Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $34,919,760 56.3% 1.82x 12.4%

B-59

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B-60

10912 & 10950 Washington Boulevard Culver City, CA 90232 Collateral Asset Summary 10912 & 10950 Washington
Boulevard Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $29,936,320 59.9% 1.62x 11.6%

B-61

10912 & 10950 Washington Boulevard Culver City, CA 90232 Collateral Asset Summary 10912 & 10950 Washington
Boulevard Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $29,936,320 59.9% 1.62x 11.6%

Mortgage Loan Information				Property Information
Loan Seller:	CCRE			Single Asset / Portfolio:		Single Asset
Loan Purpose:	Refinance			Property Type:		Office
Sponsor:	Hudson Pacific Properties, L.P.			Collateral:		Fee Simple
Borrower:	Hudson 10950 Washington, LLC			Location:		Culver City, CA
Original Balance:	$30,000,000			Year Built / Renovated:		1957, 1974 / 1997
Cut-off Date Balance:	$29,936,320			Total Sq. Ft. (2):		158,873
% by Initial UPB:	3.2%			Property Management:		Hudson OP Management, LLC
Interest Rate:	5.3160%			Underwritten NOI:		$3,477,749
Payment Date:	9th of each month			Underwritten NCF:		$3,249,055
First Payment Date:	April 9, 2012			Appraised Value:		$50,000,000
Maturity Date:	March 11, 2022			Appraisal Date:		December 12, 2011
Amortization:	360 months
Additional Debt:	None			Historical NOI
Call Protection:	L(18), YM1(98), O(4)			2011 NOI:		$3,668,865 (December 31, 2011)
Lockbox / Cash Management:	Hard / Springing			2010 NOI(3):		$3,299,850 (YTD July 31, 2010 Ann.)
				2009 NOI:		$3,089,342 (December 31, 2009)
Reserves(1)				2008 NOI:		$3,226,330 (December 31, 2008)
		Initial	Monthly
Taxes:		$0	$44,167	Historical Occupancy
Insurance:		$0	Springing	Current Occupancy:		100.0% (January 31, 2012)
Replacement:		$0	$2,648	2011 Occupancy:		97.3% (December 31, 2011)
TI/LC:		$0	$16,549	2010 Occupancy:		99.5% (December 31, 2010)
NFL Reserve:		$0	Springing	2009 Occupancy:		87.4% (December 31, 2009)
Large Tenant Reserve:		$0	Springing	(1)	See “Initial Reserves” and “Ongoing Reserves” herein.
				(2)	Total Sq. Ft. does not include the income producing enclosed parking structure containing 203 parking spaces and 238 surface parking spaces.
Financial Information
Cut-off Date Balance / Sq. Ft.(2):			$188	(3)	The Washington Boulevard Property was acquired in December 2010.  Full year 2010 financials were not provided by the seller and are not available.
Balloon Balance / Sq. Ft. (2):			$157
Cut-off Date LTV:			59.9%
Balloon LTV:			49.8%
Underwritten NOI DSCR:			1.74x
Underwritten NCF DSCR:			1.62x
Underwritten NOI Debt Yield:			11.6%
Underwritten NCF Debt Yield:			10.9%

B-62

10912 & 10950 Washington
Boulevard Culver City, CA 90232 Collateral Asset Summary 10912 & 10950 Washington
Boulevard Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $29,936,320 59.9% 1.62x 11.6%

Tenant Summary
Tenant	Ratings (Fitch/Moody’s/S&P)(1)	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area	U/W Base  Rent PSF(2)	% of Total U/W Base Rent	Lease Expiration
NFL Enterprises, LLC	A+/NR/NR	104,589	65.8%	$31.54	69.6%	3/31/2015
SDI Media USA, Inc.	NR/NR/NR	30,300	19.1%	$26.43	16.9%	4/30/2016
All3Media Limited dba Studio Lambert	NR/NR/NR	20,047	12.6%	$28.20	11.9%	6/30/2013
Crescent Bay Software Corp.	NR/NR/NR	2,174	1.4%	$27.36	1.3%	7/31/2013
Total Major Tenants		157,110	98.9%	$30.07	99.7%
Remaining Tenants		1,763	1.1%	$31.06	0.3%
Total Occupied Collateral		158,873	100.0%	$30.07	100.0%
Vacant		0	0.0%
Total		158,873	100.0%

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

(2) U/W Base Rent PSF excludes the 1,338 sq. ft. management office included in remaining tenants.

Lease Rollover Schedule
Year	# of Leases Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring	Cumulative Sq. Ft. Expiring	Cumulative % of Sq. Ft. Expiring	Annual U/W Base Rent PSF(2)	% U/W Base Rent Rolling	Cumulative % of U/W Base Rent
MTM(1)	2	1,763	1.1%	1,763	1.1%	$31.06	0.3%	0.3%
2012	0	0	0.0%	1,763	1.1%	$0.00	0.0%	0.3%
2013	2	22,221	14.0%	23,984	15.1%	$28.12	13.2%	13.5%
2014	0	0	0.0%	23,984	15.1%	$0.00	0.0%	13.5%
2015	1	104,589	65.8%	128,573	80.9%	$31.54	69.6%	83.1%
2016	1	30,300	19.1%	158,873	100.0%	$26.43	16.9%	100.0%
2017	0	0	0.0%	158,873	100.0%	$0.00	0.0%	100.0%
2018	0	0	0.0%	158,873	100.0%	$0.00	0.0%	100.0%
2019	0	0	0.0%	158,873	100.0%	$0.00	0.0%	100.0%
2020	0	0	0.0%	158,873	100.0%	$0.00	0.0%	100.0%
2021	0	0	0.0%	158,873	100.0%	$0.00	0.0%	100.0%
2022	0	0	0.0%	158,873	100.0%	$0.00	0.0%	100.0%
Thereafter	0	0	0.0%	158,873	100.0%	$0.00	0.0%	100.0%
Vacant	NAP	0	0.0%	158,873	100.0%	NAP	NAP
Total / Wtd. Avg.	6	158,873	100.0%			$30.07	100.0%

(1) MTM # of Leases Expiring and Total Expiring Sq. Ft. include the 1,338 sq. ft. management office.

(2) Excludes the 1,338 sq. ft. management office.

The Loan.  The 10912 & 10950 Washington Boulevard loan (the “Washington Boulevard Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 158,873 square foot multi-tenant office campus consisting of a 3-story office building totaling 86,987 sq. ft. and a single-level office building totaling 71,886 sq. ft. located in Culver City, California (the “Washington Boulevard Property”) with an original principal balance of $30.0 million.  The Washington Boulevard Loan has a 10-year term and amortizes on a 30-year schedule.  The Washington Boulevard Loan accrues interest at a fixed rate equal to 5.3160% and has a Cut-off Date Balance of approximately $29.9 million.  The Washington Boulevard Property was originally acquired by the sponsor in December 2010 for approximately $46.0 million.  In connection with its acquisition, the borrower assumed an existing CMBS loan of $30.0 million (WBCMT 2007-C30) secured by the Washington Boulevard Property, which was repaid in December 2011.  The Washington Boulevard Loan proceedswere used to recapitalize the Washington Boulevard Property which was unencumbered at the time of loan funding.  Upon funding the Washington Boulevard Loan, approximately $17.3 million of cash equity remains in the Washington Boulevard Property.  Based on the appraised value of $50.0 million, as of December 12, 2011, the Cut-off Date LTV is 59.9% and the remaining implied equity is $20.0 million.

B-63

10912 & 10950 Washington Boulevard Culver City, CA 90232 Collateral Asset Summary 10912 & 10950 Washington
Boulevard Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $29,936,320 59.9% 1.62x 11.6%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$30,000,000	100.0%	Borrower Recapitalization	$28,862,202	96.2%
			Reserves(1)	$230,253	0.8%
			Closing Costs	$907,545	3.0%
Total Sources	$30,000,000	100.0%	Total Uses	$30,000,000	100.0%

(1) Reserves of $230,253 include $166,890 that was collected at closing to be used for the first debt service payment, which amount has since been released.

The Borrower / Sponsor.  The borrower, Hudson 10950 Washington, LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with one independent director in its organizational structure. The sponsor of the borrower and the nonrecourse carve-out guarantor is Hudson Pacific Properties, L.P. (“Guarantor”), which is the real estate holding company of Hudson Pacific Properties, Inc. (“Hudson”), a full-service, vertically integrated, California based REIT.  Hudson’s portfolio consists of 17 office and media/entertainment properties located throughout California totaling over 4.4 million square feet.  According to the 2011 10-K filing, Hudson reported a net worth of $688.7 million and liquidity of $13.7 million (cash and cash equivalents).  Since 2010, Hudson has acquired 12 properties totaling over 2.8 million square feet for a total cost of $604.6 million.

The Property.  The Washington Boulevard Property consists of a gated 158,873 square foot, 100% occupied, multi-tenant office campus built in 1957/1974 and renovated in 1997.  The office campus consists of a three-story office building containing 86,987 square feet, a single-level multi-purpose office building containing 71,886 square feet, and 441 surface and enclosed parking spaces, as detailed below:

10950 Washington Boulevard:  An 86,987 sq. ft., three-story traditional office building and adjoining three-level, 203 stall parking structure, which provides direct access to the 2nd and 3rd floor tenant spaces.  10950 Washington Boulevard is leased by four tenants ranging in size from 425 sq. ft. (D-Two Design) to 63,003 sq. ft. (NFL Enterprises, LLC), and also includes a 1,338 sq. ft. property management office.

10912 Washington Boulevard:  A 71,886 sq. ft. single-level, multi-purpose office building that is shared by NFL Enterprises, LLC (“NFL”) and SDI Media USA, Inc. (“SDI”).  The SDI premises (30,300 sq. ft. or 19.1% of total NRA) features high ceilings, and mezzanine office space (8,000 sq. ft.).  The SDI space includes office suites used for production/editing, two sound rooms and a state-of-the-art screening room.  The NFL portion of the building includes two sound stages (13.1% of total NRA - Stage 1, 10,977 sq. ft.; Stage 2, 9,899 sq. ft.) used for the production of filmed content, as well as stage support and studio space (18,484 sq. ft. or 11.6% of total NRA).  According to the sponsor, NFL reportedly invested more than $15 million on its build-out, including installation of electrical and mechanical systems to outfit the stage/sound space, sophisticated cooling systems, generators and UPS systems to service its operations. The rear of the building is outfitted with large motorized doors for convenient loading access/logistics.  NFL also built out the 2,109 sq. ft. Huddle West Café, which is catered by Wolfgang Puck.

Environmental Matters.  The Phase I environmental report dated March 5, 2012 recommended no further action at the Washington Boulevard Property.

Major Tenants.    

NFL Enterprises, LLC (104,589 sq. ft., 65.8% of NRA, 69.6% of GPR)

NFL is a wholly-owned subsidiary of the National Football League (rated A+/NR/NR by Fitch/Moody’s/S&P).  NFL operates the NFL Network and NFL.com, which have been headquartered at the Washington Boulevard Property since 2003.  The NFL Network is an American television specialty channel owned and operated by NFL.  The NFL Network currently has agreements with national carriers such as DirecTV and Dish Network as well as regional providers such as Verizon FiOS, AT&T U-verse and some Comcast and Cox Communications cable systems.  NFL has vertically integrated all its operations from broadcasting, production, editing, marketing and distribution and recently expanded their newsroom office space.  NFL has demonstrated a significant commitment to the Washington Boulevard Property by reportedly investing more than $15.0 million in capital improvements and continually expanding and absorbing new space (nine expansions totaling 33,977 sq. ft. or 21.4 % of NRA since 2003, including 9,019 sq. ft. or 5.7% of NRA since October 2011).

SDI Media USA, Inc.  (30,300 sq. ft., 19.1% of NRA, 16.9% of GPR)

SDI provides subtitling and language dubbing services to the entertainment industry. It serves broadcast, DVD home/video, theatrical, corporate multimedia and e-learning, interactive games, educational software, and mobile industries.  Notable projects include motion pictures such as Independence Day and Godzilla.  SDI also operates from over 30 regional offices around the world and employs over 750 full-time employees.

B-64

10912 & 10950 Washington Boulevard Culver City, CA 90232 Collateral Asset Summary 10912 & 10950 Washington
Boulevard Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $29,936,320 59.9% 1.62x 11.6%

All3Media Limited dba Studio Lambert (20,047 sq. ft., 12.6% of NRA, 11.9% of GPR)

All3Media Limited dba Studio Lambert (“All3Media”) is a media production group comprising more than a dozen television, film, and new media production companies.  The UK-based firm also owns an international distribution company, an advertising agency, and a talent management business.  All3Media’s television shows are viewed in more than 200 countries and include Cash Cab, Project Runway and Undercover Boss.  All3Media occupies its own floor in 10950 Washington Boulevard with direct access to the parking structure and benefits from a wrap around balcony that is accessible via executive office suites.

The Market.  The Washington Boulevard Property occupies a highly visible location along Washington Boulevard in the Culver City submarket, within the media and creative hub of Culver City, only a few blocks from Culver Studios and Sony Pictures.  The Washington Boulevard Property is proximate to Interstate 405 (less than 0.5 miles), Interstate 10 (1.6 miles), the oceanfront communities of Los Angeles’ Westside (5-8 miles), the commercial centers of Century City (4 miles) and Downtown Los Angeles (12 miles).  Additionally, the Washington Boulevard Property is located less than seven miles from LAX airport, which benefits the NFL’s operations, as it regularly hosts players and personalities who visit the Washington Boulevard Property to participate in interviews, game-day telecasts, and special programming.

The Washington Boulevard Property is located in Los Angeles’ Westside market, which caters to the media and entertainment industry, as well as other creative professions such as advertising, architecture and technology.  The Washington Boulevard Property is located in the Culver City submarket in close proximity to downtown Culver City, one of Los Angeles’s historic entertainment hubs which has recently been revitalized with an influx of art galleries, retail, dining and entertainment attractions.

According to the appraiser, the Washington Boulevard Property is located within the Hayden Tract / Jefferson Corridor of Culver City, which includes a subset of 45 creative office properties totaling 2.3 million sq. ft. with average vacancy of 6.5% and average quoted rents of $31.74 PSF.  The Washington Boulevard Property has averaged 96.5% occupancy over the past five years and 93.2% occupancy over the past seven years. 

Cash Flow Analysis.

Cash Flow Analysis(1)
	2009	YTD 7/31/2010 Annual.	2011	U/W	U/W PSF
Base Rent(2)	$3,881,629	$3,935,348	$4,378,056	$4,737,362	$29.82
Value of Vacant Space	0	0	0	0	0.00
Gross Potential Rent	$3,881,629	$3,935,348	$4,378,056	$4,737,362	$29.82
Total Recoveries	122,566	196,007	574,701	347,465	2.19
Total Other Income(3)	565,701	606,741	651,912	711,628	4.48
Less: Vacancy(4)	0	0	0	(381,362)	(2.40)
Effective Gross Income	$4,569,896	$4,738,096	$5,604,669	$5,415,094	$34.08
Total Operating Expenses	1,480,554	1,438,246	1,935,804	1,937,345	12.19
Net Operating Income	$3,089,342	$3,299,850	$3,668,865	$3,477,749	$21.89
TI/LC	0	0	0	196,919	1.24
Capital Expenditures	0	0	0	31,775	0.20
Net Cash Flow	$3,089,342	$3,299,850	$3,668,865	$3,249,055	$20.45

(1) The Washington Boulevard Property was acquired in December 2010.  Full year 2010 financials were not provided by the seller and are not available.

(2) U/W Base Rent includes $199,948 in contractual rent steps through December 31, 2012.

(3) Other Income is comprised of $346k in monthly parking, $228k in parking validations and coupons, and $133k for HVAC and maintenance recoveries.

(4) Current occupancy of 100%.  U/W Vacancy of 7.5% of U/W Gross Potential Rent and U/W Total Recoveries.  This vacancy factor is in-line with the appraiser’s concluded vacancy of 7.5%, the Hayden Tract/Jefferson Corridor primary competitive set’s average vacancy of 6.5%, and the Washington Boulevard Property’s 7-year historical average vacancy of 6.8%.

Property Management.  The Washington Boulevard Property is managed by Hudson OP Management, LLC, a borrower affiliate.

B-65

10912 & 10950 Washington Boulevard Culver City, CA 90232 Collateral Asset Summary 10912 & 10950 Washington
Boulevard Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $29,936,320 59.9% 1.62x 11.6%

Lockbox / Cash Management.  The Washington Boulevard Loan is structured with a hard lockbox and springing cash management.  The borrower was required to send tenant direction letters to all tenants instructing them to deposit all rents and payments into the lockbox account controlled by the lender.  All funds in the lockbox account are transferred on a daily basis to the borrower until the commencement of a Cash Management Period (as defined below), at which time amounts in the lockbox account will be swept daily to a cash management account under the control of the lender.  Amounts in the cash management account will be used to pay monthly debt service payments and any reserves due under the Washington Boulevard Loan documents with any excess amounts remaining in this account returned to the borrower in accordance with the Washington Boulevard Loan documents.

A “Cash Management Period” will commence on the occurrence of either of the following (i) an event of default or (ii) the failure by the borrower, after the end of any calendar quarter, to maintain an actual DSCR of at least 1.10x, and will end, with respect to (i) if the event of default is cured and with respect to (ii) if the actual DSCR is at least 1.15x for a period of two consecutive calendar quarters.

During a Cash Management Period triggered by an event of default, all excess cash flow shall be held by lender in a cash collateral reserve account.

Initial Reserves.  At closing, the borrower deposited (i) $44,167 into a real estate tax reserve, (ii) $2,648 into a replacement reserve, and (iii) $16,549 into a TI/LC reserve, which amounts were collected at closing and applied to the first monthly reserve payments due.

Ongoing Reserves.  On a monthly basis, the borrower is required to deposit reserves of (i) $44,167 into a monthly real estate tax reserve account, (ii) $2,648 into a capital expenditure reserve account and (iii) $16,549 into a TI/LC reserve account.  In addition to these in-place monthly reserves, the Washington Boulevard Loan is structured with two springing reserves - the NFL Reserve and Large Tenant Reserve which are detailed below:

NFL Reserve: A cash sweep will commence upon the earlier of (i) 24 months prior to NFL lease expiration, or (ii) the date NFL gives written notice of its intent to vacate or not renew or extend some or all of its space (such portion of the premises subject to expiration, vacation or non-renewal, the “NFL Non-Renewal Premises”). The amount of the cash swept, in the aggregate, will be capped at the lesser of (A) 110% of the actual tenant improvements, any non-received rent payments due pursuant to the loan agreement and 100% of the actual leasing commissions, each with respect to any portion of the NFL Non-Renewal Premises which are then subject to new, qualified leases satisfactory to Lender, and (B) $30 PSF for all NFL Non-Renewal Premises which are not subject to such qualified leases (the “NFL Cap”).  In any given month, the amount of the cash sweep will be an amount equal to the lesser of (1) the actual cash flow available, or (2) the quotient of (A) (i) the NFL Cap minus the current NFL reserve balance divided by (ii) the NFL Non-Renewal Premises, and (B) the number of months remaining until NFL lease expiration minus 6. In the event that the number of months remaining until NFL lease expiration is less than 6, then the monthly sweep will be equal to actual cash flow available after payment of amounts senior to this reserve in the waterfall.  Funds on deposit in the NFL Reserve will be released to the borrower for reimbursement of tenant improvements and leasing commissions incurred in connection with tenant turnover or lease renewals for the NFL Non-Renewal Premises, in accordance with the terms of the Washington Boulevard Loan documents.  In addition, absent an event of default, (x) if the DSCR is equal to or greater than 1.10x on a trailing-3 month basis, and funds in the NFL reserve exceed the NFL Cap, the excess shall be released to the borrower, and (y) if the Washington Boulevard Property has achieved a 1.25x DSCR on a trailing-3 month basis, all funds in the NFL Reserve shall be released to the borrower.

Large Tenant Reserve:  At any time after all or any portion of the NFL Non-renewal Premises is re-let, a reserve and cash sweep, consistent with the terms of the NFL Reserve described above (the “Large Tenant Reserve”), shall be established in connection the premises of any tenant that leases in excess of 30% of the net rentable square footage at the Washington Boulevard Property.

Current Mezzanine or Subordinate Indebtedness.  None.

Future Mezzanine or Subordinate Indebtedness Permitted.  None.

B-66

10912 & 10950 Washington
Boulevard Culver City, CA 90232 Collateral Asset Summary 10912 & 10950 Washington
Boulevard Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $29,936,320 59.9% 1.62x 11.6%

B-67

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B-68

6464 North Decatur Boulevard Las Vegas, NV 89131 Collateral Asset Summary Crossroads Towne Center Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $29,500,000 72.0% 1.35x 10.2%

B-69

6464 North Decatur Boulevard Las Vegas, NV 89131 Collateral Asset Summary Crossroads Towne Center Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $29,500,000 72.0% 1.35x 10.2%

Mortgage Loan Information			Property Information
Loan Seller:	CCRE		Single Asset / Portfolio:		Single Asset
Loan Purpose:	Refinance		Property Type:		Anchored Retail
Sponsor:	Brian M. Good; Steven C. Good		Collateral:		Fee Simple
Borrower:	Eagle Crossroads Center 2, LLC		Location:		Las Vegas, NV
Original Balance:	$29,500,000		Year Built / Renovated:		2007 / NAP
Cut-off Date Balance:	$29,500,000		Total Sq. Ft.:		358,791
% by Initial UPB:	3.2%		Total Collateral Sq. Ft. (3):		148,791
Interest Rate:	5.9245%		Property Management:		MDL Group
Payment Date:	11th of each month		Underwritten NOI:		$3,008,777
First Payment Date:	June 11, 2012		Underwritten NCF:		$2,852,045
Maturity Date:	May 11, 2022		Appraised Value:		$41,000,000
Amortization:	360 months		Appraisal Date:		March 5, 2012
Additional Debt:	None
Call Protection:	L(24), D(93), O(3)		Historical NOI
Lockbox / Cash Management:	Hard / Springing		2011 NOI:		$3,131,363 (December 31, 2011)
			2010 NOI:		$3,233,072 (December 31, 2010)
Reserves(1)			2009 NOI:		$3,691,500 (December 31, 2009)
	Initial	Monthly
Taxes:	$32,000	$16,000	Historical Occupancy(2)
Insurance:	$144,215	$12,018	Current Occupancy(4):		97.0% (April 1, 2012)
Replacement:	$0	$1,860	2011 Occupancy:		96.0% (December 31, 2011)
TI/LC:	$0	$10,539	2010 Occupancy:		98.6% (December 31, 2010)
Anytime Fitness:	$0	$1,250	2009 Occupancy:		85.9% (December 31, 2009)
Required Repairs:	$49,298	NAP	(1)	See “Initial Reserves” and “Ongoing Reserves” herein.
Environmental Repairs:	$4,375	NAP	(2)	Based on Total Collateral Sq. Ft.
			(3)	Excludes the non-owned Walmart Supercenter (210,000 sq. ft.).
Financial Information			(4)	98.8% based on Total Sq. Ft.
Cut-off Date Balance / Sq. Ft.(2):		$198
Balloon Balance / Sq. Ft. (2):		$168
Cut-off Date LTV:		72.0%
Balloon LTV:		60.9%
Underwritten NOI DSCR:		1.43x
Underwritten NCF DSCR:		1.35x
Underwritten NOI Debt Yield:		10.2%
Underwritten NCF Debt Yield:		9.7%

B-70

6464 North Decatur Boulevard Las Vegas, NV 89131 Collateral Asset Summary Crossroads Towne Center Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $29,500,000 72.0% 1.35x 10.2%

Tenant Summary
Tenant Mix	Ratings (Fitch/Moody’s/S&P)(1)	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area	U/W Base  Rent PSF	% of Total U/W Base Rent	Lease Expiration
Non-Collateral Anchor
Walmart Supercenter	AA/Aa2/AA	210,000	NAP	NAP	NAP	NAP
Major Tenants
Bed Bath & Beyond	NR/NR/BBB+	29,982	20.2%	$10.90	10.1%	1/31/2018
Euphoria	NR/NR/NR	12,067	8.1%	$24.00	9.0%	10/31/2014
Colleen & Tom Enterprises, Inc.	NR/NR/NR	11,181	7.5%	$5.38	1.9%	3/31/2017
L.P. Doyle, Inc.	NR/NR/NR	7,000	4.7%	$29.14	6.3%	12/31/2013
Bank of America	A/Baa1/A-	5,150	3.5%	$54.43	8.7%	8/31/2027
Total Major Tenants		65,380	43.9%	$17.76	36.0%
Remaining Tenants		76,319	51.3%	$27.09	64.0%
Total Occupied Collateral		141,699	95.2%	$22.78	100.0%
Vacant(2)		7,092	4.8%
Total Collateral Sq. Ft.		148,791	100.0%

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

(2) Current physical occupancy is 97.0%.   One tenant, comprising 1.8% of net rentable sq. ft. is in occupancy and underwritten as vacant.

Lease Rollover Schedule(1)
Year	# of Leases Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring	Cumulative Sq. Ft. Expiring	Cumulative % of Sq. Ft. Expiring	Annual U/W Base Rent PSF	% U/W Base Rent Rolling	Cumulative % of U/W Base Rent
MTM	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2012	3	5,457	3.7%	5,457	3.7%	$28.59	4.8%	4.8%
2013	4	14,038	9.4%	19,495	13.1%	$28.33	12.3%	17.2%
2014	4	18,678	12.6%	38,173	25.7%	$25.95	15.0%	32.2%
2015	7	15,217	10.2%	53,390	35.9%	$26.32	12.4%	44.6%
2016	6	14,352	9.6%	67,742	45.5%	$26.82	11.9%	56.5%
2017	9	35,324	23.7%	103,066	69.3%	$19.34	21.2%	77.7%
2018	1	29,982	20.2%	133,048	89.4%	$10.90	10.1%	87.8%
2019	1	3,501	2.4%	136,549	91.8%	$32.50	3.5%	91.3%
2020	0	0	0.0%	136,549	91.8%	$0.00	0.0%	91.3%
2021	0	0	0.0%	136,549	91.8%	$0.00	0.0%	91.3%
2022	0	0	0.0%	136,549	91.8%	$0.00	0.0%	91.3%
Thereafter	1	5,150	3.5%	141,699	95.2%	$54.43	8.7%	100.0%
Vacant(2)	NAP	7,092	4.8%	148,791	100.0%	NAP	NAP
Total / Wtd. Avg.	36	148,791	100.0%			$22.78	100.0%

(1) Certain tenants have lease termination options related to co-tenancy provisions and sales thresholds that may become exercisable prior to the originally stated expiration date of the tenant lease and are not considered in the lease rollover schedule.

(2) Current physical occupancy is 97.0%.   One tenant, comprising 1.8% of net rentable sq. ft. is in occupancy and underwritten as vacant.

B-71

6464 North Decatur Boulevard Las Vegas, NV 89131 Collateral Asset Summary Crossroads Towne Center Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $29,500,000 72.0% 1.35x 10.2%

The Loan.    The Crossroads Towne Center loan (the “Crossroads Towne Center Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 148,791 square foot Class A, anchored retail center located at 6464 North Decatur Boulevard in Las Vegas, Nevada (the “Crossroads Towne Center Property”) with an original principal balance of $29.5 million.  The Crossroads Towne Center Loan has a 10-year term and amortizes on a 30-year schedule.  The Crossroads Towne Center Loan accrues interest at a fixed rate equal to 5.9245% and has a Cut-off Date Balance of $29.5 million.  The Crossroads Towne Center Loan proceeds along with $3.5 million of equity from the borrower were used to, among other things, retire the existing debt of approximately $32.2 million.  Based on the appraised value of $41.0 million as of March 5, 2012, the Cut-off Date LTV is 72.0% and the remaining implied equity is $11.5 million.  The most recent prior financing was included in the MSC 2007-HQ13 securitization.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$29,500,000	89.4%	Loan Payoff	$32,198,079	97.5%
Sponsor Equity	$3,507,684	10.6%	Reserves	$229,888	0.7%
			Closing Costs	$579,717	1.8%
Total Sources	$33,007,684	100.0%	Total Uses	$33,007,684	100.0%

The Borrower / Sponsor.    The borrower, Eagle Crossroads Center 2, LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with one independent director in its organizational structure.  The sponsors of the borrower, who are the joint and several nonrecourse carve-out guarantors, are Brian M. Good and Steven C. Good (collectively the “Guarantor”).  Brian M. Good is the Founder and President of Eagle Group, LLC (“Eagle Group”).  Steven C. Good, Brian M. Good’s father, is a founding partner of Good Brown Swartz & Berns, a Division of J.H. Cohn, one of the leading consulting and accounting firms in the United States.

Eagle Group is a fully-integrated real estate company that owns, develops and manages commercial real estate. Eagle Group’s portfolio consists of over 1.0 million sq. ft. of retail, industrial and office properties located in Southern California, Nevada and Texas.  Eagle Group currently owns five properties totaling over 407,000 sq. ft.  Since inception, Eagle Group has been involved in 26 real estate transactions, totaling approximately 1.4 million sq. ft.

The Property.  Built in 2007, the Crossroads Towne Center Property is a 148,791 sq. ft., Class A, Walmart Supercenter (non-owned) anchored retail shopping center.  The Crossroads Towne Center Property is situated on a 16.34 acre site on the northeast corner of North Decatur Boulevard and the Interstate 215 / Las Vegas Beltway in Las Vegas, Nevada, approximately 10 miles northwest of the Las Vegas strip.  This intersection has an average daily traffic count in excess of 40,000 cars and immediate access to the Interstate 215 Las Vegas Beltway, a 53-mile stretch of roadway that circles most of the Las Vegas valley.  The Crossroads Towne Center Property’s intersection serves as a major retail destination and also contains Costco and Target anchored retail centers.  The nearest two Walmarts to the Crossroads Towne Center Property are more than three miles away and are not supercenters.

The Crossroads Towne Center Property is 97.0% occupied as of the April 1, 2012 rent roll and has averaged approximately 95.1% occupancy since 2008.  The Crossroads Towne Center Property has exhibited strong demand with seven new leases totaling 24,290 sq. ft. signed since 2011 and four renewals totaling 10,338 sq. ft. in 2012.  The center is occupied by a diverse mix of 36 tenants across various business sectors, including food service, apparel, electronics, financial, and home goods.  The largest tenant is Bed Bath & Beyond, occupying 29,982 sq. ft. and accounting for 20.2% of NRA and 10.1% of U/W base rent.  Other than Bed Bath & Beyond, no tenant represents greater than 8.1% of NRA or 9.0% of U/W base rent.  Sixteen suites, accounting for 55.4% of the NRA, are leased to national tenants, including Bank of America, AT&T, Hallmark Specialty, Payless Shoes, Radio Shack, Starbucks and GNC Vitamins, with over 27.7% of the NRA leased to investment grade tenants.  Most tenants do not report sales; however, five comparable in-line tenants report sales of $238 PSF and an occupancy cost of 11.3% for the most recent trailing 12 month period.

Environmental Matters.  The Phase I environmental report dated April 27, 2012 identified no recognized environmental conditions; however, it noted a dry cleaner at the Crossroads Towne Center Property that utilizes perchloroethylene (PERC) as a cleaning solution.  At closing, $4,375 was reserved to complete recommended preventative maintenance.

The Market.  The Crossroads Towne Center Property is located in the Las Vegas Northwest Submarket, approximately 10 miles northwest of the Las Vegas strip.  Per the appraiser, the Northwest Submarket has comparatively stronger demographic characteristics than the greater Las Vegas area.  Within a three-mile radius of the Crossroads Towne Center Property, the total 2011 estimated population and estimated average 2011 household income were approximately 119,576 and $66,820, respectively.  The estimated population growth within the three-mile radius has been approximately 8% per year over the last ten years.

The Northwest Submarket has a total neighborhood and community shopping center inventory in excess of 9.5 million sq. ft., with a current vacancy rate of 11.7%, compared to a 7.4% vacancy rate for community centers built between 2000 and 2009.  According to the appraiser, retail centers that are anchored by Walmart, Costco, Target or strong grocery performers have maintained higher

B-72

6464 North Decatur Boulevard Las Vegas, NV 89131 Collateral Asset Summary Crossroads Towne Center Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $29,500,000 72.0% 1.35x 10.2%

occupancy levels than poorly anchored centers and achieve a significant rental rate premium.  The appraiser concluded a 6% vacancy rate for the Crossroads Towne Center Property.  The Crossroads Towne Center Property has consistently achieved higher occupancy rates than other centers in its submarket.  Average occupancy in the Northwest Submarket between 2008 and 2011 was 89.5%, approximately 5.6% below the average occupancy at the center of 95.1% during the same period.

The following chart is the appraiser’s summary of comparable retail properties:

Competitive Set(1)
Name	Aliante Marketplace	Cannery Corner	Centennial Center	Centennial Crossroads Plaza	Centennial Gateway	Shadow Mountain
Distance from Subject	2.4 miles NE	7.9 miles SE	4.1 miles W	3.6 miles W	4.4 miles W	0.0 miles W
Property Type	Anchored Retail	Anchored Retail	Anchored Retail	Anchored Retail	Anchored Retail	Anchored Retail
Year Built / Renovated	2007	2007	2002	2002	2005	2007
Total Occupancy	85.0%	81.0%	91.0%	96.0%	Lease Up	92.0%
Size (Sq. Ft.)	168,000	44,472	871,730	259,414	185,094	201,764
Anchor Tenants	Smith’s Grocery	Sam’s Club, Lowe’s	Walmart, Sam’s Club, Home Depot	Target, Von’s	Walmart, Target	Costco, SteinMart, Best Buy, Walgreen’s

(1) Source: Appraisal

Cash Flow Analysis.

Cash Flow Analysis
	2009	2010	2011	U/W	U/W PSF
Base Rent(1)	$3,945,746	$3,413,080	$3,257,249	$3,228,054	$21.70
Value of Vacant Space	0	0	0	186,342	1.25
Gross Potential Rent	$3,945,746	$3,413,080	$3,257,249	$3,414,396	$22.95
Total Recoveries	674,937	694,912	622,165	493,809	3.32
Total Other Income	73,500	58,800	60,157	50,000	0.34
Less: Vacancy(2)	0	0	0	(216,492)	(1.46)
Effective Gross Income	$4,694,183	$4,166,792	$3,939,572	$3,741,713	$25.15
Total Operating Expenses	1,002,682	933,720	808,208	732,936	4.93
Net Operating Income	$3,691,500	$3,233,072	$3,131,363	$3,008,777	$20.22
TI/LC	0	0	0	134,413	0.90
Capital Expenditures	0	0	0	22,319	0.15
Net Cash Flow	$3,691,500	$3,233,072	$3,131,363	$2,852,045	$19.17

(1) U/W Base Rent includes $118,721 in contractual rent steps through March 2013 and certain mark-to-market adjustments totaling $290,659 based on the appraiser’s concluded rents and tenant sales.

(2) U/W Vacancy of 6.0% (excluding Bank of America, which is on a lease through August 31, 2027) based on the appraiser’s concluded vacancy rate.  The Crossroads Towne Center Property is 97.0% occupied as of the April 1, 2012 rent roll.

Property Management.  The Crossroads Towne Center Property is managed by MDL Group.

Lockbox / Cash Management.  The Crossroads Towne Center Loan is structured with a hard lockbox and springing cash management.  The borrower was required to send tenant direction letters to all tenants instructing them to deposit all rents and payments into the lockbox account controlled by the lender.  All funds in the lockbox account are swept daily to the borrower’s operating account unless a Cash Management Period (as defined below) is in effect.

A “Cash Management Period” will commence on the occurrence of either of the following (i) the commencement of a “Cash Trap Period”, or (ii) the failure, after the end of two consecutive calendar quarters, to maintain a debt service coverage ratio of at least 1.10x, and will end if, for a period of four consecutive calendar quarters after the commencement of the Cash Management Period (A) no “Cash Trap Period,” or event of default has occurred and is continuing or is then in effect during any such calendar quarter, (B) no other Cash Management Period is then in effect and no event that could trigger another Cash Management Period has occurred during any such calendar quarter and (C) the debt service coverage ratio after the end of such four consecutive calendar quarters is at least equal to 1.20x.  During a Cash Management Period all funds in the lockbox account will be swept daily to the lender controlled cash management account where such funds will be applied on each payment date to monthly debt service payments and any reserves due in accordance with the Crossroads Towne Center Loan documents, with any excess amounts remaining in this account returned to the

B-73

6464 North Decatur Boulevard Las Vegas, NV 89131 Collateral Asset Summary Crossroads Towne Center Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $29,500,000 72.0% 1.35x 10.2%

borrower on each payment date unless a Cash Trap Period is in effect in accordance with the Crossroads Towne Center Loan documents.

A “Cash Trap Period” will commence upon (i) an event of default, (ii) any bankruptcy action of the borrower, principal, Guarantor or property manager or (iii) a BBB Trigger Event has occurred and has not yet been cured.  During a Cash Trap Period all excess cash will be held in the lender controlled cash management account.

BBB Trigger Event.   All excess cash will be held in a lender controlled cash management account upon (i) the failure of the borrower to execute an extension of the Bed Bath & Beyond lease prior to July 31, 2017 (or any other date which is six months prior to the then current expiration of the Bed Bath & Beyond lease), (ii) the date Bed, Bath & Beyond notifies the borrower of its intent to terminate its lease, (iii) the date Bed Bath & Beyond goes dark, or (iv) the actual date Bed, Bath & Beyond terminates or otherwise surrenders its lease.

Initial Reserves.  At closing, the borrower deposited (i) $32,000 into a tax reserve account, (ii) $144,215 into an insurance reserve account and (iii) $53,673 into a required repair reserve account ($49,298 for required repairs and $4,375 for environmental maintenance).

Ongoing Reserves. On a monthly basis, the borrower is required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes (which currently equates to $16,000) into a tax reserve account, (ii) 1/12 of the estimated annual insurance premiums (which currently equates to $12,018) into a insurance reserve account, (iii) $1,860 into a capital expenditure account, (iv) $10,539 into a TI/LC reserve account, subject to a cap of $450,000, and (v) $1,250 into an Anytime Fitness reserve account, subject to a cap of $30,000, in connection with the right of Anytime Fitness’ management to require the borrower to renovate its space pursuant to the terms of the Anytime Fitness lease.

Current Mezzanine or Subordinate Indebtedness.  None.

Future Mezzanine or Subordinate Indebtedness Permitted.  None.

B-74

6464 North Decatur Boulevard Las Vegas, NV 89131 Collateral Asset Summary Crossroads Towne Center Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $29,500,000 72.0% 1.35x 10.2%

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B-76

Collateral Asset Summary U-Haul Portfolio SAC 23 Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $26,563,777 69.6% 1.60x 12.1%

B-77

Collateral Asset Summary U-Haul Portfolio SAC 23 Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $26,563,777 69.6% 1.60x 12.1%

Mortgage Loan Information			Property Information
Loan Seller:	GACC		Single Asset / Portfolio:		Portfolio
Loan Purpose(1):	Refinance		Property Type:		Self Storage
Sponsor:	SAC Holding Corporation; Blackwater		Collateral:		Fee Simple
	Investments, Inc.		Location:		Various
Borrower:	Twenty-Three SAC Self-Storage		Year Built / Renovated:		1912-1996 / Various
	Corporation		Total Units:		5,064
Original Balance:	$26,590,000		Total Sq. Ft.:		467,771
Cut-off Date Balance:	$26,563,777		Property Management:		Subsidiaries of U-Haul
% by Initial UPB:	2.8%				International, Inc.
Interest Rate(2):	6.0490%		Underwritten NOI:		$3,212,091
Payment Date:	6th of each month		Underwritten NCF:		$3,079,846
First Payment Date:	May 6, 2012		“As-is” Appraised Value:		$38,160,000
Anticipated Repayment Date(2):	April 6, 2022		“As-is” Appraisal Date:		October-November 2011 and
Maturity Date:	April 6, 2032				February 2012
Amortization:	360 months		“As Stabilized” Appraised Value(4):		$38,260,000
Additional Debt:	None		“As Stabilized” Appraisal Date(4):		October 2013
Call Protection:	L(25), D(92), O(3)
Lockbox / Cash Management:	Soft / In Place		Historical NOI
			TTM NOI:		$3,492,675 (T-12 January 31, 2012)
Reserves(3)			2010 NOI:		$3,205,532 (December 31, 2010)
	Initial	Monthly	2009 NOI:		$3,140,888 (December 31, 2009)
Taxes:	$278,197	Springing	2008 NOI:		$3,071,653 (December 31, 2008)
Insurance:	$0	Springing
Replacement:	$251,000	Springing	Historical Occupancy
Required Repairs:	$509,100	NAP	Current Occupancy:		83.3% (March 23, 2012)
Naco-Perrin Reserve:	$33,914	$0	2010 Occupancy:		82.5% (December 31, 2010)
			2009 Occupancy:		80.8% (December 31, 2009)
Financial Information			2008 Occupancy:		82.5% (December 31, 2008)
Cut-off Date Balance / Unit:	$5,246		(1)	The previous debt encumbering the U-Haul Portfolio SAC 23 Properties consisted of two loans that were paid off in January 2012 and April 2012.
Balloon Balance / Unit:	$4,459
Cut-off Date LTV:	69.6%		(2)	If the U-Haul Portfolio SAC 23 Loan is not repaid in full by the Anticipated Repayment Date, the interest rate will increase to the greater of (i) 6.0490% plus 3.00% and (ii) the then 10-year swap yield plus 6.90%, but in no event shall the revised interest rate exceed 11.0490%.
Balloon LTV:	59.2%
Underwritten NOI DSCR:	1.67x
Underwritten NCF DSCR:	1.60x
Underwritten NOI Debt Yield:	12.1%		(3)	See “Initial Reserves” herein and “Ongoing Reserves” herein.
Underwritten NCF Debt Yield:	11.6%		(4)	The “As Stabilized” LTV is 69.4% based on the U-Haul Court Gentilly property achieving a stabilized occupancy of 75.0%.

B-78

Collateral Asset Summary U-Haul Portfolio SAC 23 Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $26,563,777 69.6% 1.60x 12.1%

Portfolio Summary
Property Name	Location	Units	Total Sq. Ft.	Year Built / Renovated	Allocated Loan Amount	Appraised Value(1)	Occupancy(2)
U-Haul Center Addison	Carrollton, Texas	1,117	80,625	1979 / 1994, 1996	$5,706,816	$8,190,000	89.4%
U-Haul Bricktown	Oklahoma City, Oklahoma	533	85,942	1912 / 2000-2001	3,135,613	4,500,000	85.9%
U-Haul Center Coram	Coram, New York	445	33,584	1960, 1994 / NAP	2,996,253	4,300,000	88.5%
U-Haul Court Pulaski Highway	Baltimore, Maryland	710	51,370	1919 / NAP	2,717,531	3,900,000	78.3%
U-Haul Court Gentilly	New Orleans, Louisiana	458	38,992	1968, 1983 / NAP	2,647,851	3,800,000	54.1%
U-Haul Kanis Road	Little Rock, Arkansas	313	27,500	1982 / NAP	2,229,769	3,200,000	94.9%
U-Haul of Florin Road	Sacramento, California	270	32,450	1988 / NAP	1,686,263	2,420,000	84.4%
U-Haul Rapid City	Rapid City, South Dakota	311	23,169	1979 / NAP	1,588,711	2,280,000	89.1%
U-Haul Naco-Perrin	San Antonio, Texas	387	39,680	1978 / NAP	1,498,126	2,150,000	86.0%
U-Haul Center Hazelwood	Hazelwood, Missouri	338	33,550	1996 / NAP	1,337,862	1,920,000	89.1%
U-Haul Center 19th & Bell	Phoenix, Arizona	182	20,910	1989-1990 / NAP	1,045,204	1,500,000	70.3%
Total / Wtd. Average:		5,064	467,771		$26,590,000	$38,160,000	83.3%

(1) The appraised value of $3,800,000 for U-Haul Court Gentilly represents the “As-is” value. The “As Stabilized” value of $3,900,000 is based on the U-Haul Court Gentilly property achieving a stabilized occupancy of 75.0%.

(2) Occupancy based on rent rolls as of March 23, 2012.

The Loan. The U-Haul Portfolio SAC 23 Loan (the “U-Haul Portfolio SAC 23 Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a 5,064 unit self storage portfolio located in Texas, Oklahoma, New York, Maryland, Louisiana, Arkansas, California, South Dakota, Missouri, and Arizona (together the “U-Haul Portfolio SAC 23 Properties”) with an original principal balance of $26,590,000. The U-Haul Portfolio SAC 23 Loan has an initial 10-year term and amortizes on a 30-year schedule. The U-Haul Portfolio SAC 23 Loan accrues interest at a fixed rate equal to 6.0490% for the initial 10 years of the term and has a Cut-off Date Balance of approximately $26.6 million. The U-Haul Portfolio SAC 23 Loan has an anticipated repayment date feature and an extension option of up to 10 years, where interest will accrue at a rate equal to the greater of (i) the initial interest rate of 6.0490% plus 3.00% and (ii) the 10-year swap yield plus 6.90%, but in no event shall the revised interest rate exceed 11.0490%. U-Haul Portfolio SAC 23 Loan proceeds were used to retire existing debt of approximately $10.2 million, giving the borrower a return of equity of approximately $14.9 million. The return of equity to the borrower was used to pay down outstanding AMERCO debt. Based on the “As-is” appraised value of $38.16 million as of October 2011, November 2011, and February 2012, the Cut-off Date LTV is 69.6% and the remaining implied equity is $11.57 million. Based on the “As Stabilized” appraised value of $38.26 million as of October 2013, the “As Stabilized” LTV is 69.4%. The most recent prior financing of the U-Haul Portfolio SAC 23 Properties included ten of the eleven properties in the LBUBS 2002-C1 transaction and the remaining U-Haul Rapid City property in the JPMCC 2002-C2 transaction.

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Loan Amount	$26,590,000	100.0%	Loan Payoff(1)	$10,246,329	38.5%
			Reserves	$1,072,211	4.0%
			Closing Costs	$341,329	1.3%
			Return of Equity (2)	$14,930,131	56.1%
Total Sources	$26,590,000	100.0%	Total Uses	$26,590,000	100.0%

(1) The previous debt encumbering the U-Haul Portfolio SAC 23 Properties consisted of two loans that were paid off in January 2012 and April 2012.

(2) As of March 31, 2011, SAC Holding Corporation and its subsidiaries had notes payable outstanding of $196.2 million to AMERCO.  This debt was incurred during the acquisition of its current self-storage portfolio.  Proceeds in excess of the existing debt, reserves and closing costs will be used to help pay down its outstanding debt to AMERCO.

The Borrower / Sponsor.    The borrower, Twenty-Three SAC Self-Storage Corporation, is a Nevada corporation structured to be bankruptcy-remote, with one independent director in its organizational structure.  The sponsors of the borrower and the nonrecourse carve-out guarantors are SAC Holding Corporation and Blackwater Investments, Inc.

SAC Holding Corporation (“SAC”) owns self-storage properties that are managed by various subsidiaries of U-Haul International, Inc. under property management agreements, and act as independent U-Haul rental equipment dealers.  SAC was formed in 1993 as a vehicle to further U-Haul International, Inc.’s presence in the self storage industry. Substantially all of the equity interest of SAC is controlled by Blackwater Investments, Inc. (“Blackwater”), which is wholly-owned by Mark V. Shoen, a significant shareholder and executive officer of AMERCO, the holding company of U-Haul International, Inc.

B-79

Collateral Asset Summary U-Haul Portfolio SAC 23 Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $26,563,777 69.6% 1.60x 12.1%

Based out of Phoenix, Arizona, U-Haul International, Inc. was founded in 1945 by L.S. Shoen and his wife. In 1969 Shoen incorporated American Family Corporation (AMERCO) as a holding company with U-Haul International, Inc. the main operating company. As of March 31, 2011, U-Haul International consisted of approximately 101,000 trucks, 82,000 trailers and 33,000 towing devices. In addition U-Haul International Inc. owns and manages 1,115 facilities throughout North America covering 36.7 million square feet of storage space.

A shareholder derivative lawsuit in the Second Judicial District Court of the State of Nevada, Washoe County, captioned Paul F. Shoen vs. SAC Holding Corporation et al., CV 02-05602 is currently pending (the “Pending Action”).  The following mitigating actions have been taken to address the Pending Action: (i) representation in the loan documents from the U-Haul Portfolio SAC 23 Loan borrower and guarantors that the Pending Action will not have a material adverse effect, (ii) a non-recourse carve-out from the U-Haul Portfolio SAC 23 Loan borrower and guarantors for any losses resulting from any adverse judgment, verdict, ruling or unmarketability of title resulting from the Pending Action and (iii) affirmative title coverage addressing the Pending Action and insuring the enforceability and priority of the lien of the mortgages. See “Risk Factors – Risk Related to the Mortgage Loans – Risk Related to Litigation and Condemnation” in this prospectus supplement.

The sponsor is an affiliate of the sponsor under the under the mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus supplement as U-Haul Portfolio SAC 22, which has a cut-off date principal balance of $24,176,366.

The Property. The U-Haul Portfolio SAC 23 Loan is secured by a fee interest in 11 self storage properties, together consisting of approximately 467,771 square feet. The U-Haul Portfolio SAC 23 Properties are located across 10 states and range from 20,910 square feet to 85,942 square feet and 182 units to 1,117 units. As of March 23, 2012, the U-Haul Portfolio SAC 23 Properties were 83.3% occupied. The U-Haul Portfolio SAC 23 Properties are more specifically described as follows.

U-Haul Center Addison.  Located 12 miles northwest of the Dallas CBD in Carrollton, Texas, the U-Haul Center Addison has 1,117 total units, approximately 22.1% of the U-Haul Portfolio SAC 23 Properties unit total. Occupancy at U-Haul Center Addison is 89.4% as of March 23, 2012, and has averaged 89.2% since 2008.  The self-storage facility was built in 1979 and renovated in 1994 and 1996. Approximately 724 of the units are climate controlled and there are no outside storage units.

U-Haul Center Bricktown.  Located in the Bricktown neighborhood of the Oklahoma City CBD in Oklahoma City, Oklahoma, the U-Haul Center Bricktown has 533 total units, approximately 10.5% of the U-Haul Portfolio SAC 23 Properties unit total. Occupancy at U-Haul Center Bricktown is 85.9% as of March 23, 2012, and has averaged 89.8% since 2008. The self storage facility was built in 1912 and renovated in 2000 and 2001. Approximately 127 of the units are climate controlled and there is no outside storage.

U-Haul Center Coram.  Situated on Long Island in the city of Coram, New York, the U-Haul Center Coram has 445 total units, approximately 8.8% of the U-Haul Portfolio SAC 23 Properties unit total. Occupancy at U-Haul Center Coram is 88.5% as of March 23, 2012, and has averaged 87.8% since 2008. The self storage facility was built in two phases in 1960 and 1994. Approximately 182 of the units are climate controlled and there is no outside storage.

U-Haul Court Pulaski Highway.  Located 2.5 miles east of the Baltimore CBD, in Baltimore, Maryland, the U-Haul Court Pulaski Highway has 710 total units, approximately 14.0% of the U-Haul Portfolio SAC 23 Properties unit total. Occupancy at U-Haul Court Pulaski Highway is 78.3% as of March 23, 2012, and has averaged 80.1% since 2008. The self storage facility was built in 1919. Approximately 25 of the units are climate controlled and there is no outside storage. A small portion of the Pulaski Highway Property is subject to a ground lease that is in excess of 100 years old.  The recorded ground lease is illegible and the ground lessor could not be identified.  Borrower represented that any improvements located on the small portion covered by the ground lease are temporary in nature and may be relocated to other portions of the U-Haul Court Pulaski Highway property not subject to the ground lease.  In addition, the U-Haul Portfolio SAC 23 Loan carve-outs cover losses if the ground lease is terminated for any reason.

U-Haul Court Gentilly.  Located 5 miles northeast of the New Orleans CBD in New Orleans, Louisiana, the U-Haul Court Gentilly has 458 total units, approximately 9.0% of the U-Haul Portfolio SAC 23 Properties unit total. Occupancy at U-Haul Court Gentilly is 54.1% as of March 23, 2012, and has averaged 52.5% since 2008. The self storage facility was built in phases in 1968 and 1983. Approximately 99 of the units are climate controlled and there is no outside storage.

U-Haul Kanis Road.  Located near the intersection of Interstate 430 and Colonel Glenn Road in Little Rock, Arkansas, the U-Haul Kanis Road has 313 total units, approximately 6.2% of the U-Haul Portfolio SAC 23 Properties unit total. Occupancy at U-Haul Kanis Road is 94.9% as of March 23, 2012, and has averaged 91.7% since 2008. The self storage facility was built in 1982. Approximately 46 of the units are climate controlled and there is no outside storage.

U-Haul of Florin Road.  Located 8 miles south of the Sacramento CBD in Sacramento, California, the U-Haul of Florin Road has 270 total units, approximately 5.3% of the U-Haul Portfolio SAC 23 Properties unit total. Occupancy at U-Haul of Florin Road is 84.4% as of March 23, 2012, and has averaged 77.7% since 2008. The self storage facility was built in 1988. None of the units are climate controlled and there is no outside storage.

B-80

Collateral Asset Summary U-Haul Portfolio SAC 23 Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $26,563,777 69.6% 1.60x 12.1%

U-Haul Rapid City.  Located in Rapid City, South Dakota, the U-Haul Rapid City has 311 total units, approximately 6.1% of the U-Haul Portfolio SAC 23 Properties unit total. Occupancy at U-Haul Rapid City is 89.1% as of March 23, 2012, and has averaged 90.4% since 2008. The self storage facility was built in 1979. Approximately 50 of the units are climate controlled and there are 10 outside storage units.

U-Haul Naco-Perrin.  Located 10 miles northeast of the San Antonio CBD in San Antonio, Texas, the U-Haul Naco-Perrin has 387 total units, approximately 7.6% of the U-Haul Portfolio SAC 23 Properties unit total. Occupancy at U-Haul Naco-Perrin is 86.0% as of March 23, 2012, and has averaged 75.5% since 2008. The self storage facility was built in 1978. None of the units are climate controlled and there are no outside storage units.

U-Haul Center Hazelwood.  Located 17 miles northwest of the St. Louis CBD in Hazelwood, Missouri, the U-Haul Center Hazelwood has 338 total units, approximately 6.7% of the U-Haul Portfolio SAC 23 Properties unit total. Occupancy at U-Haul Center Hazelwood is 89.1% as of March 23, 2012, and has averaged 87.5% since 2008. The self storage facility was built in 1996. Approximately 93 of the units are climate controlled and there are 14 outside storage units.

U-Haul Center 19th & Bell.  Located 17 miles north of the Phoenix CBD in Phoenix, Arizona, the U-Haul Center 19th & Bell has 182 total units, approximately 3.6% of the U-Haul Portfolio SAC 23 Properties unit total. Occupancy at U-Haul Center 19th & Bell is 70.3% as of March 23, 2012, and has averaged 72.6% since 2008. The self storage facility was built in 1989 and 1990. None of the units are climate controlled and there are no outdoor storage units.

Environmental Matters. The Phase I environmental report dated February 3, 2012 for ten of the eleven properties and March 16, 2012 for U-Haul Rapid City recommended no further action, with the exception of U-Haul Pulaski Highway, U-Haul Court Gentilly and U-Haul Naco-Perrin. U-Haul Pulaski Highway recommended the removal of inactive above ground storage tanks for an estimated cost of $2,000, for which $2,500 was reserved at closing. U-Haul Court Gentilly recommended a ground penetrating radar survey to see if an underground storage tank existed at the property at an estimated cost of $50,000, for which $62,500 was reserved at closing. U-Haul Naco-Perrin recommended a moisture intrusion study at a cost of $20,000, for which $25,000 was reserved at closing.

The Market.  The US self-storage market encompasses over 49,000 self-storage facilities totaling approximately 2.3 billion square feet in 2010.  The customer base for self storage is broken down into four categories being residential, commercial, student and military, of which residential represents approximately 71% of the tenant mix. The below chart depicts market information compared to the U-Haul Portfolio SAC 23 Properties.

		U-Haul Portfolio SAC 23 Properties					Market Comparables(1)
Property Name	Location	Units	Avg Unit Size (Sq. Ft.)	Monthly Rent Per Unit	Monthly Rent PSF	Occupancy	Rent Per Unit	Rent PSF	Occupancy
U-Haul Center Addison	Carrollton, TX	1,117	72	$77	$1.07	89.4%	$75.25	$1.04	84.9%
U-Haul Bricktown	Oklahoma City, OK	533	161	$98	$0.61	85.9%	$98.12	$0.61	89.6%
U-Haul Center Coram	Coram, NY	445	75	$126	$1.67	88.5%	$123.55	$1.72	80.0% - 90.0%
U-Haul Court Pulaski Highway	Baltimore, MD	710	72	$81	$1.11	78.3%	$80.81	$1.12	69.2%
U-Haul Court Gentilly	New Orleans, LA	458	85	$104	$1.22	54.1%	$91.71	$1.19	78.0%
U-Haul Kanis Road	Little Rock, AR	313	88	$98	$1.12	94.9%	$96.34	$1.10	91.0%
U-Haul of Florin Road	Sacramento, CA	270	120	$119	$0.99	84.4%	$113.50	$0.96	80.0% - 95.0%
U-Haul Rapid City	Rapid City, SD	311	74	$72	$0.97	89.1%	$74.00	$0.97	90.0%
U-Haul Naco-Perrin	San Antonio, TX	387	103	$75	$0.73	86.0%	$75.70	$0.74	92.0%
U-Haul Center Hazelwood	Hazelwood, MO	338	99	$98	$0.99	89.1%	$83.12	$1.12	NAV
U-Haul Center 19th & Bell	Phoenix, AZ	182	115	$122	$1.06	70.3%	$116.91	$1.02	67.9%
Total / Wtd. Average:		5,064	92	$93	$1.00	83.3%

(1) Market rent comparable data provided by the appraisals.

B-81

Collateral Asset Summary U-Haul Portfolio SAC 23 Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $26,563,777 69.6% 1.60x 12.1%

Cash Flow Analysis.

Cash Flow Analysis
	2008	2009	2010	T-12 1/31/2012	U/W	U/W per Unit
Base Rent(1)	$4,187,395	$4,180,502	$4,217,070	$4,538,462	$4,755,590	$939
Value of Vacant Space(1)	0	0	0	0	853,839	169
Gross Potential Rent	$4,187,395	$4,180,502	$4,217,070	$4,538,462	$5,609,429	$1,108
Total Recoveries	0	0	0	0	0	0
Total Other Income	819,276	817,814	854,128	865,590	848,869	168
Less: Vacancy(2)	0	0	0	0	(1,085,747)	(214)
Effective Gross Income	$5,006,671	$4,998,317	$5,071,198	$5,404,052	$5,372,551	$1,061
Total Operating Expenses	1,935,018	1,857,429	1,865,666	1,911,377	2,160,460	427
Net Operating Income	$3,071,653	$3,140,888	$3,205,532	$3,492,675	$3,212,091	$634
Capital Expenditures	0	0	0	0	132,246	26
Net Cash Flow	$3,071,653	$3,140,888	$3,205,532	$3,492,675	$3,079,846	$608

(1) U/W Base Rent and Value of Vacant Space are based from the March 2012 rent rolls.

(2) U/W Vacancy is underwritten based on the greater of actual vacancy or 10% and represents 19.4% of Gross Potential Rent.

Property Management. The U-Haul Portfolio SAC 23 Properties are managed by Subsidiaries of U-Haul International Inc., a borrower affiliate.

Lockbox / Cash Management. The U-Haul Portfolio SAC 23 Loan is structured with a soft lockbox and in place cash management. All rents and other income shall be collected by the borrower or manager, and deposited into a Blocked Account which shall be transferred to or at the direction of borrower, and borrower shall make monthly payments as required by the U-Haul Portfolio SAC 23 Loan documents.  To the extent the (i) DSCR falls below 1.20x based on a trailing three month period and until the DSCR is 1.25x or greater for six consecutive months based upon the two trailing three month periods, (ii) there is an event of default under the U-Haul Portfolio SAC 23 Loan documents, (iii) the borrower or property manager becomes party to a bankruptcy, insolvency or similar action, or (iv) the U-Haul Portfolio SAC 23 Loan is not repaid in full on March 6, 2022, all funds shall be deposited into a lockbox account controlled by the lender.

Initial Reserves. At closing, the borrower deposited (i) $278,197 into a tax reserve account, (ii) $251,000 into a replacement reserve account, (iii) $509,100 into a required repairs account and (iv) $33,914 into the Naco-Perrin reserve account to cure the encroachment of certain U-Haul Naco-Perrin improvements onto adjoining land.

Ongoing Reserves. Monthly deposits of 1/12 of the estimated annual tax and insurance premiums shall be deposited into the tax and insurance reserve accounts upon (i) an event of default; (ii) with respect to insurance, either (a) a blanket insurance policy is not in place, or (b) an amount sufficient to pay 6 months of insurance premiums is not on deposit in the tax and insurance reserve account; (iii) with respect to taxes, an amount sufficient to pay 6 months of taxes is not on deposit in the tax and insurance reserve account; or (iv) if lender does not receive satisfactory evidence that all tax and insurance bills have been paid by borrower when due. In addition, if the replacement reserve falls below the $251,000 cap, the borrower is required to make monthly deposits of $10,447 into the reserve account.

Current Mezzanine or Subordinate Indebtedness.    None.

Future Mezzanine or Subordinate Indebtedness Permitted.    None.

Partial Release or Substitution.    None permitted.

B-82

Collateral Asset Summary U-Haul Portfolio SAC 23 Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $26,563,777 69.6% 1.60x 12.1%

B-83

251-259 West 36th Street New York, NY 10018 Collateral Asset Summary 251-259 West 36th Street Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $26,000,000 63.6% 1.40x 9.4%

Mortgage Loan Information			Property Information
Loan Seller:	CCRE		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance		Property Type:	CBD Office
Sponsor:	Faraj Srour; Elliot Stavrach		Collateral:	Fee Simple
Borrower:	251 West 36th Street Owner, LLC		Location:	New York, NY
Original Balance:	$26,000,000		Year Built / Renovated:	1923 / 2004-2010
Cut-off Date Balance:	$26,000,000		Total Sq. Ft.:	119,524
% by Initial UPB:	2.8%		Property Management:	251 West 36th Street Realty LLC
Interest Rate:	5.1170%		Underwritten NOI:	$2,436,591
Payment Date:	11th of each month		Underwritten NCF:	$2,381,660
First Payment Date:	June 11, 2012		Appraised Value:	$40,900,000
Maturity Date:	May 11, 2017		Appraisal Date:	March 1, 2012
Amortization:	360 months
Additional Debt:	None		Historical NOI
Call Protection:	L(24), D(32), O(4)		TTM NOI:	$2,055,761 (T-12 February 29, 2012)
Lockbox / Cash Management(1):	Soft / Springing		2011 NOI:	$2,011,785 (December 31, 2011)
			2010 NOI:	$1,735,702 (December 31, 2010)
Reserves			2009 NOI:	$2,190,278 (December 31, 2009)
	Initial	Monthly
Taxes:	$270,833	$54,167	Historical Occupancy
Insurance:	$40,600	$3,383	Current Occupancy:	98.6% (April 24, 2012)
Replacement:	$0	$1,988	2011 Occupancy:	91.8% (December 31, 2011)
TI/LC(2):	$500,000	Springing	2010 Occupancy:	95.3% (December 31, 2010)
Required Repairs:	$33,750	NAP	(1)   A hard lockbox and cash management is triggered upon an (i) event of default or (ii) after the end of two consecutive calendar quarters if the debt service coverage ratio is less than 1.15x, and end at such time that (a) in the case of (i) above, the event of default is cured or (b) in the case of (ii) above, the debt service coverage ratio is equal to or greater than 1.25x for four consecutive calendar quarters.
Financial Information
Cut-off Date Balance / Sq. Ft.:		$218
Balloon Balance / Sq. Ft.:		$201	(2)   Any time the balance of the TI/LC reserve account falls below $250,000, the borrower will be required to make monthly deposits in the amount of $2,590, until such time the balance of the replacement reserve escrow account is equal to $250,000.
Cut-off Date LTV:		63.6%
Balloon LTV:		58.7%
Underwritten NOI DSCR:		1.44x
Underwritten NCF DSCR:		1.40x
Underwritten NOI Debt Yield:		9.4%
Underwritten NCF Debt Yield:		9.2%

TRANSACTION HIGHLIGHTS

▪ Central Manhattan Location. The property is located in the Garment District within the Penn Plaza/Garment submarket of Midtown Manhattan. The property is located approximately three blocks from Penn Station.

▪ Significant Investment into Property. The sponsors acquired the property in January 2004 with 51.1% physical occupancy and subsequently invested more than $8.0 million (approximately $67 PSF) to renovate, reposition, and re-tenant the property. The property reached 95.8% occupancy within 18 months of ownership, and has maintained average occupancy of greater than 90.0% thereafter.

▪ Strong Leasing Activity. In the past 12 months, 12 new and two existing tenants have signed leases or renewals for space totaling 19,174 sq. ft. (16.0% of NRA). Over the same time period, the property has maintained average occupancy of at least 90.0%, demonstrating strong demand and the sponsors’ ability to re-tenant space upon lease roll.

▪ Experienced Sponsorship. The sponsors, Faraj Srour and Elliot Stavrach, have more than 50 years of combined experience owning and managing commercial real estate in the New York City metro area. They collectively own 24 properties and own/manage (through affiliated companies) more than one million square feet of commercial space in the New York City metro area.

B-84

3001 Las Vegas Boulevard South Las Vegas, NV 89109 Collateral Asset Summary Silver City Plaza Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $25,796,546 67.0% 1.43x 9.9%

Mortgage Loan Information			Property Information
Loan Seller:	CCRE		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance		Property Type:	Anchored Retail
Sponsor:	William O. Passo; PASSCO Companies, LLC		Collateral:	Fee Simple
Borrower:	Passco Silver City Owner, LLC		Location:	Las Vegas, NV
Original Balance:	$25,825,000		Year Built / Renovated:	2004 / NAP
Cut-off Date Balance:	$25,796,546		Total Sq. Ft.:	41,583
% by Initial UPB:	2.8%		Property Management:	Passco Management Services, LP
Interest Rate:	5.4650%		Underwritten NOI:	$2,541,536
Payment Date:	9th of each month		Underwritten NCF:	$2,504,112
First Payment Date:	May 9, 2012		Appraised Value:	$38,500,000
Maturity Date:	April 11, 2022		Appraisal Date:	March 20, 2012
Amortization:	360 months
Additional Debt:	None		Historical NOI
Call Protection:	L(25), D(92), O(3)		TTM NOI:	$2,574,355 (T-12 February 29, 2012)
Lockbox / Cash Management(1):	Hard / Springing		2011 NOI:	$2,537,691 (December 31, 2011)
			2010 NOI:	$2,664,768 (December 31, 2010)
Reserves			2009 NOI:	$2,421,862 (December 31, 2009)
	Initial	Monthly
Taxes:	$17,200	$8,600	Historical Occupancy
Insurance:	$5,377	$448	Current Occupancy:	100.0% (March 28, 2012)
Replacement:	$0	$520	2011 Occupancy:	100.0% (December 31, 2011)
TI/LC:	$0	$2,599	2010 Occupancy:	100.0% (December 31, 2010)
Required Repairs:	$0	NAP	2009 Occupancy:	100.0% (December 31, 2009)
Other(2):	$0	Springing	(1)   Cash management is triggered if (i) an event of default occurs, (ii) a Ross Event (as described in footnote (2)) occurs, or (iii) the borrower fails to maintain a debt service coverage ratio of at least 1.10x for two consecutive calendar quarters, and will end if (a) in the case of (i) above, the event of default is cured, (b) in the case of (ii) above, as detailed in footnote (2) below and (c) in the case of (iii) above, the debt service coverage ratio is equal to or greater than 1.15x for at least two consecutive calendar quarters. (2)   If Ross fails to notify borrower of its intention to renew its lease by the date that is twelve months prior to the then current lease expiration date (approximately January 31, 2014) (a “Ross Event”), a cash flow sweep will be triggered and all excess cash flow will be retained in a reserve account controlled by Lender (the “Ross Reserve”). The cash flow sweep will be terminated and funds collected will be returned to borrower if Ross exercises its renewal option or the Ross space is re-leased at terms reasonably acceptable to Lender (in which case, funds in the Ross Reserve will be available to Borrower for reimbursement of approved tenant improvements and leasing commissions incurred in connection with re-leasing the Ross space).
Financial Information
Cut-off Date Balance / Sq. Ft.:		$620
Balloon Balance / Sq. Ft.:		$518
Cut-off Date LTV:		67.0%
Balloon LTV:		56.0%
Underwritten NOI DSCR:		1.45x
Underwritten NCF DSCR:		1.43x
Underwritten NOI Debt Yield:		9.9%
Underwritten NCF Debt Yield:		9.7%

TRANSACTION HIGHLIGHTS

▪ Located on the Las Vegas Strip.  The property is situated directly on the Las Vegas strip at the northeast corner of Las Vegas Boulevard and Convention Center Drive, approximately one block north of the Wynn and Encore Hotel Casinos.  According to the appraisal, during peak hours, pedestrian traffic along the Las Vegas strip exceeds 100,000 people per day, while averages trend from 40,000 to 50,000 per day.

▪ Shadow Anchored by Walgreens. The property is shadow-anchored by a Walgreens (not part of collateral), which reported year-end 2011 sales of $9.1 million, or $567 psf.  Walgreens is rated A3 and A by Moody’s and S&P, respectively.

▪ Strong Tenant Sales.  Denny’s, Inc. (11.5% of NRA and 19.3% of U/W base rent) had 2011 sales of $821 PSF and an associated occupancy cost of 14.9%.  7-Eleven (5.3% of NRA and 9.6% of U/W base rent) had 2011 sales of $727 PSF and an associated occupancy cost of 18.0%.

▪ Strong National Tenancy.  77.0% of NRA is leased to investment grade tenants and over 93.0% of the NRA is leased to national tenants (including Ross Store, Inc., Denny’s, Inc. and 7-Eleven) which have been in occupancy for over seven years.

B-85

43355 Cliffside Court Novi, MI 48375 Collateral Asset Summary River Oaks West Apartments Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $24,600,000
65.2% 1.75x 11.8%

Mortgage Loan Information				Property Information
Loan Seller:	CCRE			Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance			Property Type:	Multifamily
Sponsor:	Enriko Sasson			Collateral:	Fee Simple
Borrower:	River Oaks West Limited			Location:	Novi, MI
	Partnership			Year Built / Renovated:	1991 / 2006-2011
Original Balance:	$24,600,000			Total Units:	420
Cut-off Date Balance:	$24,600,000			Property Management:	R.O. Management, Inc.
% by Initial UPB:	2.6%			Underwritten NOI(3):	$2,912,673
Interest Rate:	5.0505%			Underwritten NCF:	$2,797,110
Payment Date:	11th of each month			Appraised Value:	$37,750,000
First Payment Date:	June 11, 2012			Appraisal Date:	February 27, 2012
Maturity Date:	May 11, 2022
Amortization:	360 months			Historical NOI(3)
Additional Debt(1):	None			TTM NOI:	$2,880,563 (T-12 January 31, 2012)
Call Protection:	L(24), D(89), O(7)			2010 NOI:	$2,295,302 (December 31, 2010)
Lockbox / Cash Management(2):	Soft / Springing			2009 NOI:	$2,871,061 (December 31, 2009)
Reserves				Historical Occupancy(3)(4)
	Initial		Monthly	Current Occupancy:	85.6% (January 31, 2012)
Taxes:	$411,000		$59,167	2011 Occupancy:	85.4% (December 31, 2011)
Insurance:	$96,493		$10,721	2010 Occupancy:	78.9% (December 31, 2010)
Replacement:	$0		$9,630	2009 Occupancy:	72.1% (December 31, 2009)
Required Repairs:	$0		NAP	(1)   There is no mezzanine or secured subordinate indebtedness.  The borrower has incurred unsecured indebtedness, which is not secured by the property and is subject to a standstill and subordination agreement as further described under “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Other Financing” in this prospectus supplement. (2)   Cash management will be triggered upon a (i) monetary or material non-monetary event of default, or (ii) if the debt service coverage ratio is less than 1.10x after the end of two consecutive calendar quarters and end upon such time that (a) in the case of (i) above, the event of default is cured or (b) in the case of (ii) above, the debt service coverage ratio is equal to or greater than 1.15x for two consecutive calendar quarters. (3)   An affiliate of the Borrower, Apartment Network LLC, has leased an average of 88 units since 2009 to operate a short-term furnished apartment rental business.  Occupancy rates for the units leased to Apartment Network LLC were 57.6%, 62.2%, 58.6% and 59.2% for 2009, 2010, 2011 and the trailing 12 month period ending January 31, 2012, respectively.  Historical and Underwritten NOI only includes rent from these units when occupied.  Excluding these units, the property occupancy rates were 76.2%, 83.4%, 92.1% and 92.1% for 2009, 2010, 2011 and the trailing 12 month period ending January 31, 2012. (4)   Historical occupancies reflect trailing 12 month period averages as of the date stated.
Financial Information
Cut-off Date Balance / Unit:		$58,571
Balloon Balance / Unit:		$48,234
Cut-off Date LTV:		65.2%
Balloon LTV:		53.7%
Underwritten NOI DSCR:		1.83x
Underwritten NCF DSCR:		1.75x
Underwritten NOI Debt Yield:		11.8%
Underwritten NCF Debt Yield:		11.4%

TRANSACTION HIGHLIGHTS

▪ Class A Property.  The property is a Class A garden style, gated apartment community constructed in 1991.  The property has received upgrades in excess of $7.0 million ($16,667 per unit) since 2005 including, among other things, unit renovations, roof repairs, fitness center, pool and spa renovations and landscaping. Amenities include lighted tennis courts, an outdoor swimming pool, a renovated clubhouse, an indoor swimming pool and sauna, racquetball court, billiards room and business center.  The majority of units have attached garages.

▪ Experienced Sponsorship.  The sponsor developed the property in 1991 and has owned and managed it since.  Since the 1980s, the sponsor has developed approximately 1,004 apartment units and 569,000 sq. ft. of Class A office buildings.

▪ Strong Location.  The property is situated in the affluent, suburban city of Novi, Michigan.  The city of Novi is located approximately 25 miles northwest of the Detroit CBD.  According to the appraisal, the estimated 2011 average household income within a 1-mile radius and 3-mile radius of the property was $105,877 and $110,142, respectively.   The vacancy rate for Class A apartments in the Novi/Livonia submarket ended 2011 at 6.9%.

B-86

Collateral Asset Summary U-Haul Portfolio SAC 22 Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $24,176,366 69.9% 1.66x 12.6%

Mortgage Loan Information				Property Information
Loan Seller:	GACC			Single Asset / Portfolio:	Portfolio of 10 properties
Loan Purpose:	Refinance			Property Type:	Self Storage
Sponsor(1):	SAC Holding Corporation; Blackwater			Collateral:	Fee Simple
	Investments, Inc.			Location:	Various
Borrower:	Twenty-Two SAC Self-Storage			Year Built / Renovated:	1956-2004 / Various
	Corporation			Total Units:	3,708
Original Balance:	$24,200,000			Total Sq. Ft.:	291,075
Cut-off Date Balance:	$24,176,366			Property Management:	Subsidiaries of U-Haul International, Inc.
% by Initial UPB:	2.6%			Underwritten NOI:	$3,040,383
Interest Rate(2):	6.1000%			Underwritten NCF:	$2,929,996
Payment Date:	6th of each month			Appraised Value:	$34,575,000
First Payment Date:	May 6, 2012			Appraisal Date:	November 2011
Anticipated Repayment Date(2):	April 6, 2022
Maturity Date:	April 6, 2032			Historical NOI
Amortization:	360 months			TTM NOI:	$3,341,927 (T-12 January 31, 2012)
Additional Debt:	None			2010 NOI:	$3,121,615 (December 31, 2010)
Call Protection:	L(25), D(92), O(3)			2009 NOI:	$3,005,629 (December 31, 2009)
Lockbox / Cash Management:	Soft / In Place			2008 NOI:	$3,027,399 (December 31, 2008)
Reserves(3)				Historical Occupancy
	Initial		Monthly	Current Occupancy:	85.3% (January 31, 2012)
Taxes:	$308,551		Springing	2010 Occupancy:	82.9% (December 31, 2010)
Insurance:	$0		Springing	2009 Occupancy:	80.9% (December 31, 2009)
Replacement:	$230,000		Springing	2008 Occupancy:	85.0% (December 31, 2008)
Required Repairs:	$234,995		NAP	(1)   The sponsor is an affiliate of the sponsor under the mortgage identified on Annex A-1 to this prospectus supplement as U-Haul Portfolio SAC 23, which has a cut-off date principal balance of $26,563,777. (2)   If the loan is not repaid in full by the Anticipated Repayment Date, the interest rate will increase to the greater of (i) 6.1000% plus 3.00% and (ii) the then 10-year swap yield plus 6.90%, but in no event shall the revised interest rate exceed 11.1000%. (3)   Monthly deposits of 1/12 of the estimated annual tax and insurance premiums shall be deposited into the tax and insurance reserve accounts upon (i) an event of default; (ii) with respect to insurance, either (a) a blanket insurance policy is not in place, or (b) an amount sufficient to pay 6 months of insurance premiums is not on deposit in the tax and insurance reserve account; (iii) with respect to taxes, an amount sufficient to pay 6 months of taxes is not on deposit in the tax and insurance reserve account, or (iv) if lender does not receive satisfactory evidence that all tax and insurance bills have been paid by the borrower when due. In addition, if the replacement reserve falls below the $230,000 cap, the borrower is required to make monthly deposits of $9,069 into the replacement reserve.
Financial Information
Cut-off Date Balance / Unit:		$6,520
Balloon Balance / Unit:		$5,551
Cut-off Date LTV:		69.9%
Balloon LTV:		59.5%
Underwritten NOI DSCR:		1.73x
Underwritten NCF DSCR:		1.66x
Underwritten NOI Debt Yield:		12.6%
Underwritten NCF Debt Yield:		12.1%

TRANSACTION HIGHLIGHTS

▪ Diversity. The portfolio is secured by a fee simple interest in 10 self storage properties located across nine states, together consisting of approximately 291,075 square feet throughout 3,708 units. The property sizes range from 16,464 square feet to 44,230 square feet and 190 units to 619 units. As of January 31, 2012, the portfolio was 85.3% occupied.  

▪ Stable Operations. Since 2008, the portfolio’s net operating income has ranged from approximately $3.0 million to approximately $3.3 million with overall average occupancy ranging from 80.9% to 87.0%, during the same period.  

▪ Experienced Sponsorship. SAC Holding Corporation (“SAC”) owns self-storage properties that are managed by various subsidiaries of U-Haul International, Inc. under property management agreements, and act as independent U-Haul rental equipment dealers.  SAC was formed in 1993 as a vehicle to further U-Haul International’s presence in the self storage industry. Based out of Phoenix, Arizona, U-Haul International, Inc. was founded in 1945 and as of March 31, 2011, U-Haul International consisted of approximately 101,000 trucks, 82,000 trailers and 33,000 towing devices. In addition U-Haul International Inc. owns and manages 1,115 facilities throughout North America covering 36.7 million square feet of storage space.  

▪ Lawsuit. A shareholder derivative lawsuit involving Paul F. Shoen vs. SAC Holding Corporation is currently pending (the “Pending Action”). The loan documents feature representation from the borrower and guarantors that the Pending Action will not have a material adverse effect, and there is a non-recourse carve-out for any losses resulting from any adverse judgment, verdict, ruling or unmarketability of title resulting from the Pending Action. See “Risk Factors – Risk Related to the Mortgage Loans – Risk Related to Litigation and Condemnation” in this prospectus supplement.

B-87

3400 West Cahuenga Boulevard Los Angeles, CA 90068 Collateral Asset Summary Cahuenga Mixed Use Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $23,425,633 59.9% 1.54x 11.3%

Mortgage Loan Information				Property Information
Loan Seller:	CCRE			Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance			Property Type:	Office / Retail / Multifamily
Sponsor:	Kennington, Ltd., Inc.; Jerome Janger			Collateral:	Fee Simple
Borrower:	Cahuenga Investors, LLC			Location:	Los Angeles, CA
Original Balance:	$23,500,000			Year Built / Renovated:	1965, 2008 / 2007, NAP
Cut-off Date Balance:	$23,425,633			Total Sq. Ft.:	142,349
% by Initial UPB:	2.5%			Property Management:	Sky Properties, Inc.
Interest Rate:	5.7225%			Underwritten NOI:	$2,644,884
Payment Date:	11th of each month			Underwritten NCF:	$2,533,854
First Payment Date:	March 11, 2012			Appraised Value:	$39,100,000
Maturity Date:	February 11, 2022			Appraisal Date:	November 29, 2011
Amortization:	360 months
Additional Debt:	None			Historical NOI
Call Protection:	L(37), D(78), O(5)			TTM NOI:	$2,519,202 (T-12 November 30, 2011)
Lockbox / Cash Management(1):	Soft / Springing			2010 NOI:	$2,328,115 (December 31, 2010)
				2009 NOI:	$2,226,803 (December 31, 2009)
Reserves
	Initial		Monthly	Historical Occupancy(3)
Taxes:	$135,000		$27,000	Current Occupancy:	98.5% (April 30, 2012)
Insurance:	$16,466		$7,933	TTM Occupancy:	96.9% (T-12 November 30, 2011)
Replacement:	$0		$3,281	2010 Occupancy:	97.6% (December 31, 2010)
TI/LC(2):	$0		$5,971	2009 Occupancy:	92.3% (December 31, 2009)
				(1)   Cash management will be triggered (A) upon the occurrence and continuation of (i) an event of default, or (ii) an “Added Value Trigger Event” or an a “L.A. Fitness Trigger Event” (as defined in the loan documents) or (B) if the debt service coverage ratio is less than 1.10x at the end of two consecutive calendar quarters until the debt service coverage ratio is equal to or greater than 1.25x for four consecutive calendar quarters. (2)  The loan documents require a monthly TI/LC Reserve of $5,971 ($0.78 psf per annum), subject to a cap of $500,000; provided that the cap is not applicable to any cash sweep to the TI/LC reserve resulting from the Added Value Trigger Event or L.A. Fitness Trigger Event. (3)   Historical occupancy is based on the average occupancy over the trailing 12 month period. 2009 historical occupancy only includes four months of data for the multifamily component.
Financial Information
Cut-off Date Balance / Sq. Ft.:		$165
Balloon Balance / Sq. Ft.:		$139
Cut-off Date LTV:		59.9%
Balloon LTV:		50.5%
Underwritten NOI DSCR:		1.61x
Underwritten NCF DSCR:		1.54x
Underwritten NOI Debt Yield:		11.3%
Underwritten NCF Debt Yield:		10.8%

TRANSACTION HIGHLIGHTS

▪ Mixed Use Property.  The property has a diversified tenant mix including one retail tenant, four office tenants, and 47 multifamily units.  

▪ Strong Historical Occupancy. As of April 30, 2012, the commercial and multifamily components of the property were 98.5% occupied. Additionally, the multifamily component has benefited from strong historical occupancy, averaging 94.6% from September 2009 through November 2011 and 95.7% for the trailing 12 months ending November 30, 2011.  

▪ Desirable Infill Market.  The property is located in Universal City, Los Angeles, adjacent to Universal Studios.  Within a five mile radius of the property, estimated 2011 population is approximately 689,000 with an estimated average household income of $75,483.  Within a one mile radius of the property, 2011 estimated average household increases to approximately $147,000.  

▪ Recently Built / Recently Renovated Property. The commercial component underwent substantial renovations completed in 2007 and the apartment component was constructed by the sponsor in 2008.

B-88

801 Northeast 3rd Street Dania Beach, FL 33004 Collateral Asset Summary Harbour Towne Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $23,000,000 49.6% 1.28x 12.2%

Mortgage Loan Information				Property Information
Loan Seller:		CCRE		Single Asset / Portfolio:	Single Asset
Loan Purpose:		Refinance		Property Type:	Marina / Office / Warehouse
Sponsor:		Michael Sachs;		Collateral:	Fee Simple / Leasehold
		Westrec Financial, Inc.		Location:	Dania Beach, FL
Borrower:		Harbour Towne Marina, LLC		Year Built / Renovated:	1972 / 2009
Original Balance:		$23,000,000		Total Sq. Ft.(2):	210,788
Cut-off Date Balance:		$23,000,000		Property Management:	WMMI 2, LLC
% by Initial UPB:		2.5%		Underwritten NOI:	$2,812,184
Interest Rate:		5.5305%		Underwritten NCF:	$2,589,214
Payment Date:		11th of each month		Appraised Value:	$46,400,000
First Payment Date:		June 11, 2012		Appraisal Date:	April 12, 2012
Maturity Date:		May 11, 2022
Amortization:		216 months		Historical NOI
Additional Debt:		None		TTM NOI:	$3,096,602 (T-12 February 28, 2012)
Call Protection:		L(24), D(93), O(3)		2011 NOI:	$3,057,345 (December 31, 2011)
Lockbox / Cash Management(1):		Springing Hard / Springing		2010 NOI:	$2,793,785 (December 31, 2010)
				2009 NOI:	$2,916,497 (December 31, 2009)
Reserves				2008 NOI:	$3,504,897 (December 31, 2008)
	Initial		Monthly
Taxes:	$369,000		$61,500	Historical Occupancy(3)
Insurance:	$426,467		$62,249	Current Occupancy(3):	92.7% (March 31, 2012)
Replacement:	$0		$18,581	2011 Occupancy:	91.3% (December 31, 2011)
Required Repairs:	$887,500		NAP	2010 Occupancy:	87.1% (December 31, 2010)
				2009 Occupancy:	89.6% (December 31, 2009)
Financial Information				2008 Occupancy:	89.8% (December 31, 2008)
Cut-off Date Balance / Sq. Ft.(2):		$109		(1)   A hard lockbox and cash management will be triggered upon an (i) event of default, (ii) bankruptcy of the borrower, guarantor or property manager, or (iii) if the DSCR is less than 1.15x after the end of two consecutive calendar quarters and will end (a) with respect to (i) above, when the event of default is cured, (b) with respect to (ii) above (only with respect to a bankruptcy of the property manager), if the Borrower replaces the property manager with an acceptable manager under an acceptable management agreement or (c) with respect to (iii) above, when the DSCR is greater than or equal to 1.25x for four consecutive calendar quarters.
Balloon Balance / Sq. Ft.(2):		$63
Cut-off Date LTV:		49.6%
Balloon LTV:		28.5%
Underwritten NOI DSCR:		1.39x
Underwritten NCF DSCR:		1.28x
Underwritten NOI Debt Yield:		12.2%
Underwritten NCF Debt Yield:		11.3%
				(2)   Total Sq. Ft. includes office space and 530 enclosed dry storage slips. Total Sq. Ft. excludes an additional 80 outdoor dry storage slips and 154 wet slips.
				(3)   Historical and Current Occupancy are based on boat storage only (both indoor and outdoor) and exclude office space. Current office occupancy is 92.7%. Historical and Current Occupancy are based on the trailing 12 month period as of the date stated.

TRANSACTION HIGHLIGHTS
▪	Stable Operating History. Over the past 10 years, the property’s NOI has ranged between approximately $2.8 million and $3.5 million with an average of more than $3.1 million. Average boat storage occupancies over the last 10 and 15 years were 90.9% and 89.8%, respectively.
▪	Experienced Sponsor. Westrec Marinas was founded in 1987, and is one of the largest marina operators in the country, currently owning/managing 29 fresh and salt water locations in seven states totaling over 12,180 wet and dry storage spaces. Westrec has owned the property since 1988
▪	Well Located Asset. The property is a mixed use, full-service marina, offering wet slips (accommodating boats up to 150’), dry boat storage (including 530 indoor spaces) and a full amenity package including retail, brokerage, and repair services. The property is located approximately two miles from the Port Everglades Inlet along the Dania Cut-Off Canal, which provides uninterrupted deep water and bridge free access to the Atlantic Ocean.
▪	Diverse Income Stream. The property benefits from a diverse income stream with 39.7% of U/W EGI from warehouse/dry boat storage, 29.5% of U/W EGI from wet slips, 19.0% of U/W EGI from office income and 11.8% from other income items such as, among other things, gasoline/fuel sales and retail store sales.

B-89

1601 Atlantic Avenue and 5400
Coastal Highway
Ocean City, MD 21842 Collateral Asset Summary Ocean City Quality Inn Portfolio Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $22,000,000 68.8% 1.78x 14.4%

Mortgage Loan Information				Property Information
Loan Seller:	GACC			Single Asset / Portfolio:	Portfolio of 2 Properties
Loan Purpose:	Refinance			Property Type:	Hospitality
Sponsor:	Hale Harrison; John H. Harrison			Collateral:	Fee Simple
Borrower:	Harrison QI 17 Funding LLC; Harrison			Location:	Ocean City, MD
	QI 54 Funding LLC			Year Built / Renovated:	1965-1983 / 2009-2010
Original Balance:	$22,000,000			Total Rooms:	309
Cut-off Date Balance:	$22,000,000			Property Management:	HI QI 17 Management Enterprises,
% by Initial UPB:	2.4%				Inc.; HI QI 54 Management
Interest Rate:	5.1630%				Enterprises, Inc.
Payment Date:	6th of each month			Underwritten NOI:	$3,171,627
First Payment Date:	June 6, 2012			Underwritten NCF:	$2,787,486
Maturity Date:	May 6, 2022			“As-is” Appraised Value:	$32,000,000
Amortization:	300 months			“As-is” Appraisal Date:	April 1, 2012
Additional Debt:	None			“As Stabilized” Appraised Value(3):	$33,500,000
Call Protection:	L(24), D(92), O(4)			“As Stabilized” Appraisal Date:	April 1, 2014
Lockbox / Cash Management:	Hard / Springing
				Historical NOI
Reserves				TTM NOI:	$3,242,740 (T-12 February 29, 2012)
	Initial		Monthly	2011 NOI:	$3,204,519 (December 31, 2011)
Taxes:	$340,758		$34,076	2010 NOI:	$2,823,773 (December 31, 2010)
Insurance(1):	$0		Springing	2009 NOI:	$2,916,588 (December 31, 2009)
Replacement:	$0	4% of Gross Revenues from
		the prior month		Historical Occupancy
Required Repairs:	$58,125		NAP	Current Occupancy:	57.6% (February 29, 2012)
Seasonality(2):	$300,000	Excess Cash Flow		2011 Occupancy:	57.6% (December 31, 2011)
PIP:	$212,500		$0	2010 Occupancy:	55.5% (December 31, 2010)
				2009 Occupancy:	53.1% (December 31, 2009)
Financial Information				(1)   Borrower will be required to deposit 1/12th of the estimated annual insurance premium into the insurance reserve if a blanket insurance policy is not in place.
Cut-off Date Balance / Room:	$71,197
Balloon Balance / Room:	$53,550			(2)   Excess cash flow is required to be deposited into the Seasonality Reserve, not exceeding $250,000 per month and subject to a reserve cap of $1,176,370 inclusive of the initial Seasonality Reserve amount. If by August of each year, the amount on deposit in the Seasonality Reserve is less than $1,176,370, the $250,000 monthly cap shall not apply.
Cut-off Date LTV(3):	68.8%
Balloon LTV:	51.7%
Underwritten NOI DSCR:	2.02x
Underwritten NCF DSCR:	1.78x			(3)   The “As Stabilized” Cut-off Date LTV is 65.7% based on achieving a stabilized occupancy, ADR and RevPAR of 58.0%, $161.64 and $93.75, respectively, for the Quality Inn Boardwalk property and 57.0%, $149.65 and $85.30, respectively, for the Quality Inn Oceanfront property.
Underwritten NOI Debt Yield:	14.4%
Underwritten NCF Debt Yield:	12.7%

TRANSACTION HIGHLIGHTS

▪ The Portfolio. The loan is secured by two hospitality properties in Ocean City, Maryland. The Quality Inn Boardwalk is a 179-room limited service hotel featuring 155 direct oceanfront rooms and 24 side-view rooms. Amenities at the hotel include dining at the Oceanview Grill Restaurant, an executive business center, fitness center, game room, indoor and outdoor pools, and 164 on-site parking spaces. The Quality Inn Oceanfront is a 130-room full service hotel featuring 84 direct oceanfront rooms and 46 poolside rooms. Amenities at the hotel include dining at the Atrium Café and Bar, business center, a fitness center, game room, indoor and outdoor pools, a tennis court, shuffle board court, a picnic area with grills and 136 on-site parking spaces.

▪ Experienced Sponsorship. John H. Harrison and Hale Harrison jointly own hospitality assets, commercial real estate and businesses that are collectively doing business as The Harrison Group. The Harrison Group is an Ocean City, Maryland based hotel developer, owner and manager with more than four decades of experience in hospitality. The Harrison Group currently owns approximately 10 hotels in the Ocean City market and is one of the largest employers in the Worcester County. The sponsors have owned the two properties since 1973 and 1986 and have invested approximately $4.7 million ($15,431/room) in Franchise PIP and physical improvements in the past five years.

▪ Performance. As of February 29, 2012 the overall portfolio occupancy is 57.6%, ADR is $138.80 and RevPAR is $79.95. For the same time period, the individual property occupancy, ADR and RevPAR is 57.8%, $132.24 and $76.37, respectively, for Quality Inn Oceanfront and 57.5%, $143.59 and $82.54, respectively, for Quality Inn Boardwalk.

B-90

3657 Stone Creek Boulevard
Colerain Township, OH 45251 Collateral Asset Summary Stone Creek Towne Center Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $19,800,000 53.3% 1.99x 13.8%

Mortgage Loan Information				Property Information
Loan Seller:	CCRE			Single Asset / Portfolio:		Single Asset
Loan Purpose:	Acquisition			Property Type:		Anchored Retail
Sponsor(1):	Inland Real Estate Corporation			Collateral:		Fee Simple
Borrower:	Inland Stone Creek, L.L.C.			Location:		Colerain Township, OH
Original Balance:	$19,800,000			Year Built / Renovated:		2007-2010 / NAP
Cut-off Date Balance:	$19,800,000			Total Sq. Ft.:		142,824
% by Initial UPB:	2.1%			Property Management:		Inland TRS Property Management,
Interest Rate:	5.0435%					Inc.
Payment Date:	11th of each month			Underwritten NOI:		$2,724,698
First Payment Date:	April 11, 2012			Underwritten NCF:		$2,553,305
Maturity Date:	March 11, 2022			Appraised Value:		$37,160,000
Amortization:	Interest Only for first 60 months; 360			Appraisal Date:		August 11, 2011
	months thereafter
Additional Debt:	None			Historical NOI(5)
Call Protection:	L(26), YM1(90), O(4)			2011 NOI:		$2,757,414 (December 31, 2011)
Lockbox / Cash Management(2):	Springing Hard / Springing			2010 NOI:		$2,583,534 (December 31, 2010)
				2009 NOI:		NAV
Reserves
		Initial	Monthly	Historical Occupancy(5)
Taxes(3):		$0	Springing	Current Occupancy:		98.4% (February 22, 2012)
Insurance(3):		$0	Springing	2011 Occupancy:		NAV
Replacement(3):		$0	Springing	2010 Occupancy:		NAV
Other(4):		$0	Springing	(1)	The Stone Creek Towne Center sponsor is the sponsor under the mortgaged property identified on Annex A-1 to this prospectus supplement as Westgate Shopping Center, which has a cut-off date principal balance of $40,372,750.
Financial Information
Cut-off Date Balance / Sq. Ft.:			$139	(2)	A hard lockbox and cash management will be triggered upon an (i) event of default, (ii) Bed Bath & Beyond or Best Buy becoming the subject of a bankruptcy action, or (iii) after the end of one calendar quarter the DSCR is less than 1.20x and will end if (a) in the case of (i) above, the event of default is cured, (b) in the case of (ii) above, the Bed Bath & Beyond or Best Buy lease, as applicable, has been affirmed, assumed or assigned satisfactory to lender or there is a replacement lease acceptable to lender, or (c) in the case of (iii) above, the DSCR is equal to or greater than 1.30x for two consecutive calendar quarters.
Balloon Balance / Sq. Ft.:			$128
Cut-off Date LTV:			53.3%
Balloon LTV:			49.2%
Underwritten NOI DSCR:			2.13x
Underwritten NCF DSCR:			1.99x
Underwritten NOI Debt Yield:			13.8%
Underwritten NCF Debt Yield:			12.9%
				(3)	Waived so long as there are no events of default.  Any loss resulting from the failure of borrower to pay taxes is a recourse event to INP Retail L.P.  The full amount of insurance premiums and taxes are guaranteed by INP Retail L.P.
				(4)	Other Reserves include (i) a monthly Best Buy TI/LC reserve of $37,500 commencing July 11, 2017 (18 months prior to lease expiration) and (ii) a monthly Bed Bath & Beyond TI/LC reserve of $31,250 commencing July 11, 2016 and July 11, 2021 (18 months prior to lease and renewal expiration dates), until the earlier of (a) either $15.00 per sq. ft. for the respective tenant is deposited in the reserve account or (b) the lease(s) in question is renewed or replaced with a tenant(s) acceptable to lender.
				(5)	Not provided by the seller of the property during the acquisition.

TRANSACTION HIGHLIGHTS

▪    New Acquisition.  The borrower acquired the property for a total cost of approximately $36.0 million, contributing $16.5 million of cash equity to the acquisition.

▪    Institutional Sponsorship. Inland Real Estate Corporation currently owns and manages 146 properties containing 14 million sq. ft. of space nationwide.

▪    National Tenancy.  The property is anchored by Best Buy, Bed Bath & Beyond, and Old Navy, and shadow-anchored by JCPenney, Meijer, Toys R Us, and La-Z-Boy.  Other national retailers include Justice, Lane Bryant, Rue 21, Starbucks, Logan’s Roadhouse, Five Guys Burgers, and Men’s Wearhouse.  Approximately 89.0% of current leases extend beyond 2014 and 61.0% extend beyond 2017.

▪    Strong Location.  The property has good visibility and access from Colerain Avenue and Interstate 275.  The Colerain Avenue retail corridor is considered to be one of the best retail area in the submarket and one of the better performing submarkets within the Greater Cincinnati Market.

B-91

1301 Wyandotte Street
Kansas City, MO 64105 Collateral Asset Summary Crowne Plaza Kansas City Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $15,954,546 44.1% 1.86x 17.0%

Mortgage Loan Information					Property Information
Loan Seller:	CCRE				Single Asset / Portfolio:		Single Asset
Loan Purpose:	Refinance				Property Type:		Hospitality
Sponsor:	Hotel Group Opportunity Fund III, LLC;				Collateral:		Fee Simple
	Edmond A. Lee				Location:		Kansas City, MO
Borrower:	Jordan Hotel Investments, LLC				Year Built / Renovated:		1968 / 2008-2009
Original Balance:	$16,000,000				Total Rooms:		385
Cut-off Date Balance:	$15,954,546				Property Management:		THG Management NV, LLC
% by Initial UPB:	1.7%				Underwritten NOI:		$2,710,529
Interest Rate:	5.7595%				Underwritten NCF:		$2,244,252
Payment Date:	11th of each month				Appraised Value:		$36,200,000
First Payment Date:	April 11, 2012				Appraisal Date:		February 1, 2012
Maturity Date:	March 11, 2022
Amortization:	300 months				Historical NOI
Additional Debt:	None				TTM NOI:		$2,855,446 (T-12 January 31, 2012)
Call Protection:	L(37), D(80), O(3)				2011 NOI:		$2,659,190 (December 31, 2011)
Lockbox / Cash Management(1):	Hard / Springing				2010 NOI:		$1,730,221 (December 31, 2010)
					2009 NOI:		$673,407 (December 31, 2009)
Reserves
		Initial	Monthly		Historical Occupancy
Taxes:		$112,000	$28,000		Current Occupancy:		57.3% (January 31, 2012)
Insurance:		$70,362	$8,795		2011 Occupancy:		57.3% (December 31, 2011)
Replacement:		$175,105	1/12 of 4.2% of prior year   Gross Revenues		2010 Occupancy:		47.4% (December 31, 2010)
					2009 Occupancy:		37.7% (December 31, 2009)
TIF Reserve(2):		$200,000	$0		(1)	Cash management will be triggered upon (i) an event of default, (ii) bankruptcy of the borrower, principal, guarantor or property manager, (iii) if the DSCR is less than 1.25x after the end of two consecutive calendar quarters or (iv) upon a Franchise Agreement Trigger Event (as defined in the loan documents) and will end (a) with respect to (i) above, when the event of default is cured, (b) with respect to (ii) above (only with respect to a bankruptcy of the property manager), if the Borrower replaces the manager with an acceptable manager under an acceptable management agreement or (c) with respect to (iii) above, when the DSCR is greater than or equal to 1.30x for after the end of four consecutive calendar quarters.
Seasonality Reserve(3):		$210,900	Springing
Financial Information
Cut-off Date Balance / Room:				$41,440
Balloon Balance / Room:				$31,922
Cut-off Date LTV:				44.1%
Balloon LTV:				33.9%
Underwritten NOI DSCR:				2.24x
Underwritten NCF DSCR:				1.86x	(2)	The TIF Reserve relates to a loan obligation (the “TIF Loan”) of one of the loan sponsors, Hotel Group Opportunity Fund III, LLC (“Fund III”), created in connection with the satisfaction of public financing, which was provided via a tax increment financing arrangement.  The TIF Loan is not secured by the property or the pledge of any direct or indirect interests in the borrower.  The borrower has no obligations or liabilities with respect to the TIF Loan.  The reserve was required to cover payment shortfalls with respect to the TIF Loan in the event that Fund III fails to meet its obligations under the TIF Loan.
Underwritten NOI Debt Yield:				17.0%
Underwritten NCF Debt Yield:				14.1%
					(3)	Seasonality reserve is capped at $210,900 except in the event of a default.  At any time that the seasonality reserve account balance is below $210,900, the Borrower is required to deposit $26,363 on a monthly basis.

TRANSACTION HIGHLIGHTS

▪    Recent Capital Improvements. The borrower acquired the property, previously a Radisson hotel, in September of 2007 for approximately $13.0 million ($33,766 per room).  After purchasing the property, the borrower completed a property improvement plan to convert the hotel to a Crowne Plaza for a total cost of $12.2 million ($31,688 per room), increasing the borrower’s total cost basis to approximately $25.2 million ($65,455 per room).  Major capital projects included a guestroom soft good and case good refurbishment, the addition of a Starbucks Coffee shop, refurbishments of the public areas, lobby and food and beverage areas, a new concierge lounge, and branding Crowne Plaza signage.

▪     Property Location. The property is well located within the Kansas City CBD and adjacent to the Kansas City Convention Center.

▪     Strong Post-Renovation Performance.  Since current ownership completed the aforementioned renovation in 2009, property performance has steadily improved. As of December 2011, year-over-year RevPAR and occupancy increased by 14.7% and 18.2%, respectively. In 2010 and 2011, the property ranked 1st out of 9 local competitors in terms of RevPar growth.

▪     Experienced Sponsor. Since 1984, the sponsor has operated over 110 hotels, with 26 currently under management (approximately 4,000 rooms).

B-92

Charlotte, NC
Gastonia, NC Collateral Asset Summary NC Industrial Portfolio Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: $13,971,732 74.7% 1.32x 10.2%

Mortgage Loan Information				Property Information
Loan Seller:	CCRE			Single Asset / Portfolio:		Portfolio of 2 Properties
Loan Purpose:	Acquisition/Refinance			Property Type:		Industrial
Sponsor:	Neal S. Shalom; Lewis Heafitz;			Collateral:		Fee Simple
	Donald A. Levine			Location:		North Carolina
Borrower:	Equity Industrial North Carolina LLC			Year Built / Renovated:		1961, 1989 / 1968, NAP
Original Balance:	$14,000,000			Total Sq. Ft.:		622,350
Cut-off Date Balance:	$13,971,732			Property Management:		Equity Industrial Partners Corp.
% by Initial UPB:	1.5%			Underwritten NOI:		$1,428,135
Interest Rate:	5.5490%			Underwritten NCF:		$1,265,900
Payment Date:	11th of each month			Appraised Value:		$18,700,000
First Payment Date:	April 11, 2012			Appraisal Date:		January 2012
Maturity Date:	March 11, 2022
Amortization:	360 months			Historical NOI
Additional Debt:	None			2011 NOI:		$1,421,129 (December 31, 2011)
Call Protection:	L(49), D(68), O(3)			2010 NOI:		$1,405,038 (December 31, 2010)
Lockbox / Cash Management(1):	Hard / Springing			2009 NOI:		$1,496,467 (December 31, 2009)
Reserves				Historical Occupancy
		Initial	Monthly	Current Occupancy:		100.0% (Various)
Taxes:		$39,750	$13,250	2011 Occupancy:		100.0% (December 31, 2011)
Insurance:		$24,163	$2,416	2010 Occupancy:		100.0% (December 31, 2010)
Replacement(2):		$131,500	$7,779	2009 Occupancy:		100.0% (December 31, 2009)
TI/LC(3):		$200,000	$4,167	(1)	Cash management will be triggered upon an (i) event of default, (ii) any bankruptcy action of borrower, principal, guarantor or manager, (iii) if Home Depot fails to extend its lease by January 31, 2021 or there is a termination or expiration of the Home Depot or Affinia leases, or (iv) after the end of two consecutive calendar quarters the debt service coverage ratio is less than 1.15x and end upon such time that (a) in the case of (i) above, the event of default is cured, (b) with respect to (ii) above (only with respect to a bankruptcy of the property manager), the borrower replaces the manager with an acceptable manager under an acceptable management agreement, (c) in the case of (iii) above, if either Home Depot or Affinia has renewed its lease for a term extending at least five years beyond maturity of the loan or (d) in the case of (iv) above, the debt service coverage ratio is equal to or greater than 1.20x for four consecutive calendar quarters.
Required Repairs:		$110,000	NAP
Financial Information
Cut-off Date Balance / Sq. Ft.:			$22
Balloon Balance / Sq. Ft.:			$19
Cut-off Date LTV:			74.7%
Balloon LTV:			62.6%
Underwritten NOI DSCR:			1.49x
Underwritten NCF DSCR:			1.32x
Underwritten NOI Debt Yield:			10.2%
Underwritten NCF Debt Yield:			9.1%
				(2)	At closing, $131,500 was reserved to cover the shortfall between ongoing replacement reserves and the estimated costs over the loan term for repairs.  On March 11, 2017, the monthly collection will be reduced to $2,593/month.
				(3)	At closing $200,000 was reserved to fund tenant improvements for Home Depot per Home Depot’s lease amendment/extension.  On March 11, 2016, the monthly TI/LC reserve will be increased to $11,111/month.

TRANSACTION HIGHLIGHTS

▪    Strong Tenancy. 501 Black Satchel Drive is 100% occupied by Home Depot (A-/A3/A- by Fitch/Moody’s/S&P), which has occupied the property since 2001 and recently extended its lease through January 2022.  Home Depot utilizes the facility as a distribution warehouse.  2900 Northwest Boulevard is 100% occupied by Wix Filters (“Wix”), which has occupied the property since it was constructed and recently executed a new lease through May 2023.  Wix utilizes the property as one of its 13 plants worldwide employing approximately 1,000 personnel at this location.   Founded in 1939, Wix is a leading innovator in filtration products, including automotive, diesel, agricultural industrial, and specialty filter applications.

▪    Experienced Sponsor. The sponsors currently own more than 13.0 million sq. ft. of industrial space nationwide.  In addition, the sponsor manages over 17.5 million sq. ft. of properties, more than 2.0 million of which is owned by institutional third party clients.

▪    Strong Location.  Per the appraisal, the Charlotte MSA industrial market has a current occupancy rate of 93.2%.  510 Black Satchel Drive is located in the Northwest submarket, which currently has a 95.5% occupancy rate with average asking rents of $3.64 PSF (NNN), which is approximately 4.0% higher than Home Depot’s U/W base rent of $3.50 PSF (NNN).  2900 Northwest Boulevard is located in the Southwest sub-market, which currently has a 90.3% occupancy rate with average asking rents of $4.15 PSF (NNN).  Wix’s U/W base rent of $1.60 PSF (NNN) is approximately 61% below market.

B-93

ANNEX C

GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

Except in limited circumstances, the globally offered COMM 2012-CCRE1, Commercial Mortgage Pass-Through Certificates, Class A-1, Class A-2, Class A-3, Class A-SB, Class X-A, Class A-M, Class B and Class C Certificates will be available only in book-entry form.

The book-entry certificates will be tradable as home market instruments in both the European and U.S. domestic markets.  Initial settlement and all secondary trades will settle in same-day funds.  Secondary market trading between investors holding book-entry certificates through Clearstream and Euroclear will be conducted in the ordinary way in accordance with their normal rules and operating procedures and in accordance with conventional Eurobond practice, which is seven calendar days’ settlement.  Secondary market trading between investors holding book-entry certificates through DTC will be conducted according to the rules and procedures applicable to U.S. corporate debt obligations.

Secondary cross-market trading between member organizations of Clearstream or Euroclear and Participants holding book-entry certificates will be accomplished on a delivery against payment basis through the respective depositaries of Clearstream and Euroclear, in that capacity, as Participants.

As described under “Certain U.S. Federal Income Tax Documentation Requirements” below, non-U.S. holders of book-entry certificates will be subject to U.S. withholding taxes unless those holders meet specific requirements and deliver appropriate U.S. tax documents to the securities clearing organizations of their participants.

Initial Settlement

All Certificates of each Class of Offered Certificates will be held in registered form by DTC in the name of Cede & Co. as nominee of DTC.  Investors’ interests in the book-entry certificates will be represented through financial institutions acting on their behalf as direct and indirect Participants.  As a result, Clearstream and Euroclear will hold positions on behalf of their member organizations through their respective depositaries, which in turn will hold positions in accounts as Participants.  Investors’ securities custody accounts will be credited with their holdings against payment in same-day funds on the settlement date.

Investors electing to hold their book-entry certificates through Clearstream or Euroclear accounts will follow the settlement procedures applicable to conventional Eurobonds, except that there will be no temporary global security and no “lock up” or restricted period.  Global securities will be credited to the securities custody accounts on the settlement date against payment in same-day funds.

Secondary Market Trading

Since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.

Trading between Participants.  Secondary market trading between Participants will be settled in same-day funds.

Trading between Clearstream and/or Euroclear Participants.  Secondary market trading between member organizations of Clearstream or Euroclear will be settled using the procedures applicable to conventional Eurobonds in same-day funds.

Trading between DTC Seller and Clearstream or Euroclear Purchaser.  When book-entry certificates are to be transferred from the account of a Participant to the account of a member organization of Clearstream or Euroclear, the purchaser will send instructions to Clearstream or Euroclear through that

C-1

member organization at least one business day prior to settlement.  Clearstream or Euroclear, as the case may be, will instruct the respective depositary to receive the book-entry certificates against payment.  Payment will include interest accrued on the book-entry certificates from and including the first day of the interest accrual period coinciding with or commencing in, as applicable, the calendar month in which the last coupon payment date occurs (or, if no coupon payment date has occurred, from and including the first day of the initial interest accrual period) to and excluding the settlement date, calculated on the basis of a year of 360 days consisting of twelve 30-day months.  Payment will then be made by the respective depositary to the Participant’s account against delivery of the book-entry certificates.  After settlement has been completed, the book-entry certificates will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the account of the member organization of Clearstream or Euroclear, as the case may be.  The securities credit will appear the next day, European time, and the cash debit will be back-valued to, and the interest on the book-entry certificates will accrue from, the value date, which would be the preceding day when settlement occurred in New York.  If settlement is not completed on the intended value date, which means the trade fails, the Clearstream or Euroclear cash debit will be valued instead as of the actual settlement date.

Member organizations of Clearstream and Euroclear will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement.  The most direct means of doing so is to pre-position funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream or Euroclear.  Under this approach, they may take on credit exposure to Clearstream or Euroclear until the book-entry certificates are credited to their accounts one day later.

As an alternative, if Clearstream or Euroclear has extended a line of credit to them, member organizations of Clearstream or Euroclear can elect not to pre-position funds and allow that credit line to be drawn upon to finance settlement.  Under this procedure, the member organizations purchasing book-entry certificates would incur overdraft charges for one day, assuming they cleared the overdraft when the book-entry certificates were credited to their accounts.  However, interest on the book-entry certificates would accrue from the value date.  Therefore, in many cases the investment income on the book-entry certificates earned during that one-day period may substantially reduce or offset the amount of those overdraft charges, although this result will depend on the cost of funds of the respective member organization of Clearstream or Euroclear.

Since the settlement is taking place during New York business hours, Participants can employ their usual procedures for sending book-entry certificates to the respective depositary for the benefit of member organizations of Clearstream or Euroclear.  The sale proceeds will be available to the DTC seller on the settlement date.  Thus, to the Participant a cross-market transaction will settle no differently than a trade between two Participants.

Trading between Clearstream or Euroclear Seller and DTC Purchaser.  Due to time zone differences in their favor, member organizations of Clearstream or Euroclear may employ their customary procedures for transactions in which book-entry certificates are to be transferred by the respective clearing system, through the respective depositary, to a Participant.  The seller will send instructions to Clearstream or Euroclear through a member organization of Clearstream or Euroclear at least one business day prior to settlement.  In these cases, Clearstream or Euroclear, as appropriate, will instruct the respective depositary to deliver the book-entry certificates to the Participant’s account against payment.  Payment will include interest accrued on the book-entry certificates from and including the first day of the interest accrual period coinciding with or commencing in, as applicable, the calendar month in which the last coupon payment date occurs (or, if no coupon payment date has occurred, from and including the first day of the initial interest accrual period) to and excluding the settlement date, calculated on the basis of a year of 360 days consisting of twelve 30-day months.  The payment will then be reflected in the account of the member organization of Clearstream or Euroclear the following day, and receipt of the cash proceeds in the account of that member organization of Clearstream or Euroclear would be back-valued to the value date, which would be the preceding day, when settlement occurred in New York.  Should the member organization of Clearstream or Euroclear have a line of credit with its respective clearing system and elect to be in debit in anticipation of receipt of the sale proceeds in its account, the back-valuation will

C-2

extinguish any overdraft charges incurred over the one-day period.  If settlement is not completed on the intended value date, which means the trade fails, receipt of the cash proceeds in the account of the member organization of Clearstream or Euroclear would be valued instead as of the actual settlement date.

Finally, day traders that use Clearstream or Euroclear and that purchase book-entry certificates from Participants for delivery to member organizations of Clearstream or Euroclear should note that these trades would automatically fail on the sale side unless affirmative action were taken.  At least three techniques should be readily available to eliminate this potential problem:

● borrowing through Clearstream or Euroclear for one day, until the purchase side of the day trade is reflected in their Clearstream or Euroclear accounts, in accordance with the clearing system’s customary procedures;

● borrowing the book-entry certificates in the United States from a Participant no later than one day prior to settlement, which would allow sufficient time for the book-entry certificates to be reflected in their Clearstream or Euroclear accounts in order to settle the sale side of the trade; or

● staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the Participant is at least one day prior to the value date for the sale to the member organization of Clearstream or Euroclear.

Certain U.S. Federal Income Tax Documentation Requirements

A holder that is not a “United States person” (a “U.S. person”) within the meaning of Section 7701(a)(30) of the Code (a “non-U.S. holder”) holding a book-entry certificate through Clearstream, Euroclear or DTC may be subject to U.S. withholding tax unless such holder provides certain documentation to the issuer of such holder’s book-entry certificate, the paying agent or any other entity required to withhold tax (any of the foregoing, a “U.S. withholding agent”) establishing an exemption from withholding.  A non-U.S. holder may be subject to withholding unless each U.S. withholding agent receives:

(a)       from a non-U.S. holder that is classified as a corporation for U.S. federal income tax purposes or is an individual, and is eligible for the benefits of the portfolio interest exemption or an exemption (or reduced rate) based on a treaty, a duly completed and executed IRS Form W-8BEN (or any successor form);

(b)          from a non-U.S. holder that is eligible for an exemption on the basis that the holder’s income from the Certificate is effectively connected to its U.S. trade or business, a duly completed and executed IRS Form W-8ECI (or any successor form);

(c)          from a non-U.S. holder that is classified as a partnership for U.S. federal income tax purposes, a duly completed and executed IRS Form W-8IMY (or any successor form) with all supporting documentation (as specified in the U.S. Treasury Regulations) required to substantiate exemptions from withholding on behalf of its partners; certain partnerships may enter into agreements with the Internal Revenue Service providing for different documentation requirements and it is recommended that such partnerships consult their tax advisors with respect to these certification rules;

(d)          from a non-U.S. holder that is an intermediary (i.e., a person acting as a custodian, a broker, nominee or otherwise as an agent for the beneficial owner of a Certificate):

(i)   if the intermediary is a “qualified intermediary” within the meaning of section 1.1441-1(e)(5)(ii) of the U.S. Treasury Regulations (a “qualified intermediary”), a duly completed and executed IRS Form W-8IMY (or any successor or substitute form)—

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(A)      stating the name, permanent residence address and qualified intermediary employer identification number of the qualified intermediary and the country under the laws of which the qualified intermediary is created, incorporated or governed,

(B)      certifying that the qualified intermediary has provided, or will provide, a withholding statement as required under section 1.1441-1(e)(5)(v) of the U.S. Treasury Regulations,

   (1)    certifying that, with respect to accounts it identifies on its withholding statement, the qualified intermediary is not acting for its own account but is acting as a qualified intermediary, and

   (2)    providing any other information, certifications, or statements that may be required by the Internal Revenue Service Form W-8IMY or accompanying instructions in addition to, or in lieu of, the information and certifications described in section 1.1441-1(e)(3)(ii) or 1.1441-1(e)(5)(v) of the U.S. Treasury Regulations; or

(C)      if the intermediary is not a qualified intermediary (a “nonqualified intermediary”), a duly completed and executed IRS Form W-8IMY (or any successor or substitute form)—

   (1)    stating the name and permanent residence address of the nonqualified intermediary and the country under the laws of which the nonqualified intermediary is created, incorporated or governed,

   (2)    certifying that the nonqualified intermediary is not acting for its own account,

   (3)    certifying that the nonqualified intermediary has provided, or will provide, a withholding statement that is associated with the appropriate IRS Forms W-8 and W-9 required to substantiate exemptions from withholding on behalf of such nonqualified intermediary’s beneficial owners, and

   (4)    providing any other information, certifications or statements that may be required by the Internal Revenue Service Form W-8IMY or accompanying instructions in addition to, or in lieu of, the information, certifications, and statements described in section 1.1441-1(e)(3)(iii) or (iv) of the U.S. Treasury Regulations; or

   (e)        from a non-U.S. holder that is a trust, depending on whether the trust is classified for U.S. federal income tax purposes as the beneficial owner of the Certificate, either an IRS Form W-8BEN or W-8IMY; any non-U.S. holder that is a trust should consult its tax advisors to determine which of these forms it should provide.

All non-U.S. holders will be required to update the above-listed forms and any supporting documentation in accordance with the requirements under the U.S. Treasury Regulations.  These forms generally remain in effect for a period starting on the date the form is signed and ending on the last day of the third succeeding calendar year, unless a change in circumstances makes any information on the form incorrect.  Under certain circumstances, an IRS Form W-8BEN, if furnished with a taxpayer identification number, remains in effect until the status of the beneficial owner changes, or a change in circumstances makes any information on the form incorrect.

In addition, all holders, including holders that are U.S. persons, holding book-entry certificates through Clearstream, Euroclear or DTC may be subject to backup withholding unless the holder—

● provides the appropriate IRS Form W-8 (or any successor or substitute form), duly completed and executed, if the holder is a non-U.S. holder;

● provides a duly completed and executed IRS Form W-9, if the holder is a U.S. person; or

● can be treated as an “exempt recipient” within the meaning of section 1.6049-4(c)(1)(ii) of the U.S. Treasury Regulations (e.g., a corporation or a financial institution such as a bank).

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This summary does not deal with all of the aspects of U.S. federal income tax withholding or backup withholding that may be relevant to investors that are non-U.S. holders.  Such holders are advised to consult their own tax advisors for specific tax advice concerning their holding and disposing of book-entry certificates.

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ANNEX D

DECREMENT TABLES

Percentages of the Initial Certificate Balance

of the Class A-1 Certificates at the Specified CPRs

0% CPR During Lock-Out, Defeasance, Yield Maintenance

and Prepayment Premium—Otherwise at Indicated CPR

Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Initial	100%	100%	100%	100%	100%
May 2013	82%	82%	82%	82%	82%
May 2014	61%	61%	61%	61%	61%
May 2015	38%	38%	38%	38%	38%
May 2016	14%	14%	14%	14%	14%
May 2017 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	2.44	2.44	2.44	2.44	2.44

Percentages of the Initial Certificate Balance

of the Class A-2 Certificates at the Specified CPRs

0% CPR During Lock-Out, Defeasance, Yield Maintenance

and Prepayment Premium—Otherwise at Indicated CPR

Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Initial	100%	100%	100%	100%	100%
May 2013	100%	100%	100%	100%	100%
May 2014	100%	100%	100%	100%	100%
May 2015	100%	100%	100%	100%	100%
May 2016	100%	100%	100%	100%	100%
May 2017and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	4.83	4.82	4.81	4.79	4.60

Percentages of the Initial Certificate Balance

of the Class A-3 Certificates at the Specified CPRs

0% CPR During Lock-Out, Defeasance, Yield Maintenance

and Prepayment Premium—Otherwise at Indicated CPR

Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Initial	100%	100%	100%	100%	100%
May 2013	100%	100%	100%	100%	100%
May 2014	100%	100%	100%	100%	100%
May 2015	100%	100%	100%	100%	100%
May 2016	100%	100%	100%	100%	100%
May 2017	100%	100%	100%	100%	100%
May 2018	100%	100%	100%	100%	100%
May 2019	100%	100%	100%	100%	100%
May 2020	100%	100%	100%	100%	100%
May 2021	100%	99%	98%	97%	89%
May 2022and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	9.73	9.71	9.69	9.66	9.48

D-1

Percentages of the Initial Certificate Balance

of the Class A-SB Certificates at the Specified CPRs

0% CPR During Lock-Out, Defeasance, Yield Maintenance

and Prepayment Premium—Otherwise at Indicated CPR

Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Initial	100%	100%	100%	100%	100%
May 2013	100%	100%	100%	100%	100%
May 2014	100%	100%	100%	100%	100%
May 2015	100%	100%	100%	100%	100%
May 2016	100%	100%	100%	100%	100%
May 2017	98%	98%	98%	98%	98%
May 2018	79%	79%	79%	79%	79%
May 2019	59%	59%	59%	59%	59%
May 2020	37%	37%	37%	37%	37%
May 2021	15%	15%	15%	15%	15%
May 2022and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	7.37	7.37	7.37	7.37	7.37

Percentages of the Initial Certificate Balance

of the Class A-M Certificates at the Specified CPRs

0% CPR During Lock-Out, Defeasance, Yield Maintenance

and Prepayment Premium—Otherwise at Indicated CPR

Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Initial	100%	100%	100%	100%	100%
May 2013	100%	100%	100%	100%	100%
May 2014	100%	100%	100%	100%	100%
May 2015	100%	100%	100%	100%	100%
May 2016	100%	100%	100%	100%	100%
May 2017	100%	100%	100%	100%	100%
May 2018	100%	100%	100%	100%	100%
May 2019	100%	100%	100%	100%	100%
May 2020	100%	100%	100%	100%	100%
May 2021	100%	100%	100%	100%	100%
May 2022and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	9.96	9.95	9.93	9.89	9.71

Percentages of the Initial Certificate Balance

of the Class B Certificates at the Specified CPRs

0% CPR During Lock-Out, Defeasance, Yield Maintenance

and Prepayment Premium—Otherwise at Indicated CPR

Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Initial	100%	100%	100%	100%	100%
May 2013	100%	100%	100%	100%	100%
May 2014	100%	100%	100%	100%	100%
May 2015	100%	100%	100%	100%	100%
May 2016	100%	100%	100%	100%	100%
May 2017	100%	100%	100%	100%	100%
May 2018	100%	100%	100%	100%	100%
May 2019	100%	100%	100%	100%	100%
May 2020	100%	100%	100%	100%	100%
May 2021	100%	100%	100%	100%	100%
May 2022 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	9.96	9.96	9.96	9.96	9.71

D-2

Percentages of the Initial Certificate Balance

of the Class C Certificates at the Specified CPRs

0% CPR During Lock-Out, Defeasance, Yield Maintenance

and Prepayment Premium—Otherwise at Indicated CPR

Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Initial	100%	100%	100%	100%	100%
May 2013	100%	100%	100%	100%	100%
May 2014	100%	100%	100%	100%	100%
May 2015	100%	100%	100%	100%	100%
May 2016	100%	100%	100%	100%	100%
May 2017	100%	100%	100%	100%	100%
May 2018	100%	100%	100%	100%	100%
May 2019	100%	100%	100%	100%	100%
May 2020	100%	100%	100%	100%	100%
May 2021	100%	100%	100%	100%	100%
May 2022and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	9.96	9.96	9.96	9.96	9.71

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ANNEX E

PRICE/YIELD TABLES

Pre-Tax Yield to Maturity (CBE) and Weighted Average Life

for the Class A-1 Certificates at the Specified CPRs

0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment

Premium—Otherwise at Indicated CPR

Assumed Price	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
99.5000%	1.3104%	1.3105%	1.3106%	1.3107%	1.3108%
99.7500%	1.2052%	1.2053%	1.2053%	1.2053%	1.2054%
100.0000%	1.1004%	1.1004%	1.1004%	1.1004%	1.1004%
100.2500%	0.9960%	0.9960%	0.9959%	0.9959%	0.9958%
100.5000%	0.8920%	0.8919%	0.8918%	0.8917%	0.8915%
Weighted Average Life (years)	2.44	2.44	2.44	2.44	2.44

Pre-Tax Yield to Maturity (CBE) and Weighted Average Life

for the Class A-2 Certificates at the Specified CPRs

0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment

Premium—Otherwise at Indicated CPR

Assumed Price	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
101.5000%	2.0125%	2.0118%	2.0109%	2.0095%	1.9962%
101.7500%	1.9583%	1.9575%	1.9564%	1.9547%	1.9394%
102.0000%	1.9042%	1.9033%	1.9021%	1.9002%	1.8828%
102.2500%	1.8502%	1.8492%	1.8479%	1.8457%	1.8263%
102.5000%	1.7964%	1.7953%	1.7938%	1.7915%	1.7700%
Weighted Average Life (years)	4.83	4.82	4.81	4.79	4.60

Pre-Tax Yield to Maturity (CBE) and Weighted Average Life

for the Class A-3 Certificates at the Specified CPRs

0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment

Premium—Otherwise at Indicated CPR

Assumed Price	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
101.5000%	3.2170%	3.2167%	3.2163%	3.2158%	3.2126%
101.7500%	3.1870%	3.1866%	3.1862%	3.1856%	3.1819%
102.0000%	3.1571%	3.1567%	3.1562%	3.1555%	3.1513%
102.2500%	3.1272%	3.1268%	3.1263%	3.1255%	3.1208%
102.5000%	3.0975%	3.0970%	3.0964%	3.0955%	3.0904%
Weighted Average Life (years)	9.73	9.71	9.69	9.66	9.48

Pre-Tax Yield to Maturity (CBE) and Weighted Average Life

for the Class A-SB Certificates at the Specified CPRs

0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment

Premium—Otherwise at Indicated CPR

Assumed Price	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
101.5000%	2.8254%	2.8254%	2.8254%	2.8254%	2.8254%
101.7500%	2.7877%	2.7877%	2.7877%	2.7877%	2.7877%
102.0000%	2.7500%	2.7500%	2.7500%	2.7500%	2.7501%
102.2500%	2.7125%	2.7125%	2.7125%	2.7125%	2.7126%
102.5000%	2.6751%	2.6751%	2.6751%	2.6751%	2.6751%
Weighted Average Life (years)	7.37	7.37	7.37	7.37	7.37

E-1

Pre-Tax Yield to Maturity (CBE) for the Class X-A Certificates at the Specified CPRs

0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment

Premium—Otherwise at Indicated CPR

Assumed Price	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
13.8375%	5.6834%	5.6534%	5.6149%	5.5556%	5.1571%
13.8500%	5.6598%	5.6298%	5.5913%	5.5319%	5.1333%
13.8625%	5.6363%	5.6062%	5.5677%	5.5083%	5.1095%
13.8750%	5.6128%	5.5827%	5.5442%	5.4848%	5.0858%
13.8875%	5.5893%	5.5592%	5.5206%	5.4612%	5.0621%

Pre-Tax Yield to Maturity (CBE) and Weighted Average Life

for the Class A-M Certificates at the Specified CPRs

0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment

Premium—Otherwise at Indicated CPR

Assumed Price	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
101.5000%	3.7421%	3.7420%	3.7416%	3.7409%	3.7379%
101.7500%	3.7119%	3.7117%	3.7113%	3.7106%	3.7070%
102.0000%	3.6818%	3.6816%	3.6811%	3.6803%	3.6762%
102.2500%	3.6517%	3.6515%	3.6509%	3.6501%	3.6456%
102.5000%	3.6218%	3.6216%	3.6209%	3.6199%	3.6150%
Weighted Average Life (years)	9.96	9.95	9.93	9.89	9.71

Pre-Tax Yield to Maturity (CBE) and Weighted Average Life

for the Class B Certificates at the Specified CPRs

0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment

Premium—Otherwise at Indicated CPR

Assumed Price	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
101.5000%	4.4440%	4.4440%	4.4440%	4.4440%	4.4396%
101.7500%	4.4127%	4.4127%	4.4127%	4.4127%	4.4077%
102.0000%	4.3815%	4.3815%	4.3815%	4.3815%	4.3759%
102.2500%	4.3504%	4.3504%	4.3504%	4.3504%	4.3442%
102.5000%	4.3194%	4.3194%	4.3194%	4.3194%	4.3125%
Weighted Average Life (years)	9.96	9.96	9.96	9.96	9.71

Pre-Tax Yield to Maturity (CBE) and Weighted Average Life

for the Class C Certificates at the Specified CPRs

0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment

Premium—Otherwise at Indicated CPR

Assumed Price	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
91.3625%	6.6749%	6.6750%	6.6751%	6.6754%	6.6991%
91.6125%	6.6378%	6.6379%	6.6380%	6.6383%	6.6612%
91.8625%	6.6008%	6.6009%	6.6010%	6.6013%	6.6236%
92.1125%	6.5639%	6.5640%	6.5642%	6.5644%	6.5860%
92.3625%	6.5272%	6.5273%	6.5274%	6.5277%	6.5485%
Weighted Average Life (years)	9.96	9.96	9.96	9.96	9.71

E-2

ANNEX F

MORTGAGE LOAN SELLER REPRESENTATIONS AND WARRANTIES

Each Mortgage Loan Seller will in its respective Mortgage Loan Purchase Agreement make, with respect to each Mortgage Loan sold by it that is included in the Issuing Entity, representations and warranties generally to the effect set forth below, as of the Closing Date, or as of such other date specifically provided in the applicable representation and warranty, subject to exceptions set forth in Annex G to this prospectus supplement.  Capitalized terms used but not otherwise defined in this Annex F will have the meanings set forth in this prospectus supplement or, if not defined in this prospectus supplement, in the related Mortgage Loan Purchase Agreement.

Each Mortgage Loan Purchase Agreement, together with the related representations and warranties, serves to contractually allocate risk between the related Mortgage Loan Seller, on the one hand, and the Issuing Entity, on the other.  We present the related representations and warranties set forth below for the sole purpose of describing some of the terms and conditions of that risk allocation.  The presentation of representations and warranties below is not intended as statements regarding the actual characteristics of the Mortgage Loans, the Mortgaged Properties or other matters.  We cannot assure you that the Mortgage Loans actually conform to the statements made in the representations and warranties that we present below.

(1)        Whole Loan; Ownership of Mortgage Loans.  Each Mortgage Loan is a whole loan and not a participation interest in a Mortgage Loan.  At the time of the sale, transfer and assignment to Purchaser, no Note or Mortgage was subject to any assignment (other than assignments to the Seller), participation or pledge, and the Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan other than any servicing rights appointment or similar agreement.  Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to Purchaser constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.

(2)        Loan Document Status. Each related Note, Mortgage, Assignment of Leases, Rents and Profits (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Borrower, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Borrower, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (ii) that certain provisions in such Loan Documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (i) above) such limitations or unenforceability will not render such Loan Documents invalid as a whole or materially interfere with the mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).

   Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Borrower with respect to any of the related Notes, Mortgages or other Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Seller in connection with the origination of the Mortgage Loan, that would deny the mortgagee the principal benefits intended to be provided by the Note, Mortgage or other Loan Documents.

F-1

(3)        Mortgage Provisions.  The Loan Documents for each Mortgage Loan contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure subject to the limitations set forth in the Standard Qualifications.

(4)        Mortgage Status; Waivers and Modifications.  Since origination and except prior to the Cut-off Date by written instruments set forth in the related Mortgage File (a) the material terms of such Mortgage, Note, Mortgage Loan guaranty, and related Loan Documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided by such Mortgage; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither the related Borrower nor the related guarantor has been released from its material obligations under the Mortgage Loan.

(5)        Lien; Valid Assignment.  Subject to the Standard Qualifications, each assignment of Mortgage and assignment of Assignment of Leases, Rents and Profits to the Trust constitutes a legal, valid and binding assignment to the Trust.  Each related Mortgage and Assignment of Leases, Rents and Profits is freely assignable without the consent of the related Borrower.  Each related Mortgage is a legal, valid and enforceable first lien on the related Borrower’s fee or leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph (6) set forth on in Annex G  (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination was, and as of the Cut-off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below), and, to the Seller’s knowledge and subject to the rights of tenants (as tenants only) (subject to and excepting Permitted Encumbrances and the Title Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below).  Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.

(6)        Permitted Liens; Title Insurance.  Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions or a “marked up” commitment, in each case binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage, which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property and condominium declarations; and (f) if the related Mortgage Loan is cross-collateralized and cross-defaulted with another Mortgage Loan (each a “Crossed Mortgage

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Loan”), the lien of the Mortgage for another Mortgage Loan that is cross-collateralized and cross-defaulted with such Crossed Mortgage Loan, provided that none of which items (a) through (f), individually or in the aggregate, materially and adversely interferes with the value or current use of the Mortgaged Property or the security intended to be provided by such Mortgage or the Borrower’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”).  Except as contemplated by clause (f) of the preceding sentence, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage.  Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Seller thereunder and no claims have been paid thereunder. Neither the Seller, nor to the Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy.

(7)          Junior Liens.  It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Crossed Mortgage Loan, there are, as of origination, and to the Seller’s knowledge, as of the Cut-off Date, no subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics and materialmens liens (which are the subject of the representation in paragraph (5) above), and equipment and other personal property financing).  Except as set forth in Annex G, the Seller has no knowledge of any mezzanine debt secured directly by interests in the related Borrower.

(8)          Assignment of Leases, Rents and Profits.  There exists as part of the related Mortgage File an Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and the Title Exceptions, each related Assignment of Leases, Rents and Profits creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Borrower to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications.  The related Mortgage or related Assignment of Leases, Rents and Profits, subject to applicable law, provides that, upon an event of default under the Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee.

(9)          UCC Filings.  If the related Mortgaged Property is operated as a hospitality property, the Seller has filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary at the time of the origination of the Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such Borrower and located on the related Mortgaged Property (other than any non-material personal property, any personal property subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted under the terms of the related Mortgage Loan documents or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case may be.  Subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described above.  No representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements are required in order to effect such perfection.

(10)        Condition of Property.  Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off Date.

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An engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date.  To the Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than (i) deferred maintenance for which escrows were established at origination and (ii) any damage fully covered by insurance) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.

(11)        Taxes and Assessments.  All taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges), or installments thereof, that could be a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have become delinquent in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon.  For purposes of this representation and warranty, real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.

(12)        Condemnation.  As of the date of origination and to the Seller’s knowledge as of the Cut-off Date, there is no proceeding pending, and, to the Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened, for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.

(13)        Actions Concerning Mortgage Loan.  As of the date of origination and to the Seller’s knowledge as of the Cut-off Date, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Borrower, guarantor, or Borrower’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Borrower’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Borrower’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Mortgage Loan documents or (f) the current principal use of the Mortgaged Property.

(14)        Escrow Deposits.  All escrow deposits and payments required to be escrowed with lender pursuant to each Mortgage Loan are in the possession, or under the control, of the Seller or its servicer, and there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required to be escrowed with lender under the related Loan Documents are being conveyed by the Seller to Purcahser or its servicer.

(15)        No Holdbacks.  The Stated Principal Balance as of the Cut-off Date of the Mortgage Loan set forth on the mortgage loan schedule attached as Exhibit A to this Agreement has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property, the Borrower or other considerations determined by Seller to merit such holdback).

(16)        Insurance.  Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Loan Documents and having a claims-paying or financial strength rating of at least “A-:VIII” from A.M. Best Company or “A3” (or the

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equivalent) from Moody’s Investors Service, Inc. or “A-” from Standard & Poor’s Ratings Service (collectively the “Insurance Rating Requirements”), in an amount (subject to a customary deductible) not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Borrower and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.

Each related Mortgaged Property is also covered, and required to be covered pursuant to the related Loan Documents, by business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect to each Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months).

If any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Borrower  is required to maintain insurance  in the maximum amount available under the National Flood Insurance Program.

If the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related Borrower is required to maintain coverage for windstorm and/or windstorm related perils and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms.

The Mortgaged Property is covered, and required to be covered pursuant to the related Loan Documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by the Seller for loans originated for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate.

An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing the scenario expected limit (“SEL”) for the Mortgaged Property in the event of an earthquake. In such instance, the SEL was based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If the resulting report concluded that the SEL would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-”  by Standard & Poor’s Ratings Service in an amount not less than 100% of the SEL.

The Loan Documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then outstanding principal amount of the related Mortgage Loan, the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon.

All premiums on all insurance policies referred to in this section required to be paid as of the Cut-off Date have been paid, and such insurance policies name the lender under the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the Trustee.  Each related Mortgage Loan obligates the related Borrower to maintain all such insurance and, at such Borrower’s failure to do so, authorizes the lender to maintain such insurance at the Borrower’s cost and expense and to charge such Borrower

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for related premiums.  All such insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days prior notice to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by Seller.

(17)        Access; Utilities; Separate Tax Lots.  Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has access  via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which case the Mortgage Loan requires the Borrower to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created.

(18)        No Encroachments.  To Seller’s knowledge based solely on surveys obtained in connection with origination and the lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy with escrow instructions or a “marked up” commitment) obtained in connection with the origination of each Mortgage Loan, all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.  No improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.  No improvements encroach upon any easements except for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements obtained with respect to the Title Policy.

(19)        No Contingent Interest or Equity Participation.  No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by Seller.

(20)        REMIC.  The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard to the rule in the U.S. Department of Treasury Regulations (the “Treasury Regulations”) Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Borrower at origination did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan on such date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Section 1.860G-2(a)(1)(ii) of the Treasury Regulations).  If the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable

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default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto.  Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan constitute “customary prepayment penalties” within the meaning of Section 1.860G-1(b)(2) of the Treasury Regulations.  All terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.

(21)        Compliance with Usury Laws.  The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.

(22)        Authorized to do Business.  To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity held the Note, each holder of the Note was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.

(23)        Trustee under Deed of Trust.  With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee.

(24)        Local Law Compliance.  To the Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Seller for similar commercial and multifamily mortgage loans intended for securitization, with respect to the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan and as of the Cut-off Date, there are no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning Regulations”) other than those which (i) are insured by the Title Policy or a law and ordinance or other insurance policy or (ii) would not have a material adverse effect on the Mortgage Loan.  The terms of the Loan Documents require the Borrower to comply in all material respects with all applicable governmental regulations, zoning and building laws.

(25)        Licenses and Permits.  Each Borrower covenants in the Loan Documents that it shall keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and to the Seller’s knowledge based upon a letter from any government authorities or other affirmative investigation of local law compliance consistent with the investigation conducted by the Seller for similar commercial and multifamily mortgage loans intended for securitization, all such material licenses, permits and applicable governmental authorizations are in effect.  The Mortgage Loan requires the related Borrower to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.

(26)        Recourse Obligations.  The Loan Documents for each Mortgage Loan provide that such Mortgage Loan is non-recourse to the related parties thereto except that (a) the related Borrower and at least one individual or entity shall be fully liable for actual losses, liabilities, costs and damages arising from certain acts of the related Borrower and/or its principals specified in the related Loan Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misapplication or misappropriation of rents, insurance proceeds or condemnation awards, (iii)  intentional material physical waste of the Mortgaged Property, and (iv) any breach of the environmental covenants contained in the related Loan Documents, and (b) the Mortgage Loan shall become full recourse to the related Borrower and at least one individual or entity, if the related Borrower files a voluntary petition under federal or state bankruptcy or insolvency law.

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(27)        Mortgage Releases.  The terms of the related Mortgage or related Loan Documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment, or partial Defeasance (as defined in paragraph (32)), of not less than a specified percentage at least equal to the lesser of (i) 110% of the related allocated loan amount of such portion of the Mortgaged Property and (ii) the outstanding principal balance of the Mortgage Loan, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance (as defined in paragraph (32)), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation.  With respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Section 1.860G-2(b)(2) of the Treasury Regulations and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the mortgagee or servicer can, in accordance with the related Loan Documents, condition such release of collateral on the related Borrower’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x).  For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property after the release is not equal to at least 80% of the principal balance of the Mortgage Loan outstanding after the release, the Borrower is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions.

In the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Borrower can be required to pay down the principal balance of the Mortgage Loan in an amount not less than the amount required by the REMIC Provisions and, to such extent, condemnation proceeds may not be required to be applied to the restoration of the Mortgaged Property or released to the Borrower, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property is not equal to at least 80% of the remaining principal balance of the Mortgage Loan.

No Mortgage Loan that is secured by more than one Mortgaged Property or that is a Crossed Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties, other than in compliance with the REMIC Provisions.

(28)        Financial Reporting and Rent Rolls.  Each Mortgage requires the Borrower to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial statements, which annual financial statements with respect to each Mortgage Loan with more than one Borrower are in the form of an annual combined balance sheet of the Borrower entities (and no other entities), together with the related combined statements of operations, members’ capital and cash flows, including a combining balance sheet and statement of income for the Mortgaged Properties on a combined basis.

(29)        Acts of Terrorism Exclusion.  With respect to each Mortgage Loan over $20 million, the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.  With respect to each other Mortgage Loan, the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination of the Mortgage Loan, and, to Seller’s knowledge, do not, as of the Cut-off Date, specifically exclude Acts of

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Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.  With respect to each Mortgage Loan, the related Loan Documents do not expressly waive or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto except to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise indicated in Annex G; provided, however, that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Borrower under each Mortgage Loan is required to carry terrorism insurance, but in such event the Borrower shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance required under the related Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance) at the time of the origination of the Mortgage Loan, and if the cost of terrorism insurance exceeds such amount, the Borrower is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.

(30)        Due on Sale or Encumbrance.  Subject to specific exceptions set forth below, each Mortgage Loan contains a “due on sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Loan Documents (which provide for transfers without the consent of the lender which are customarily acceptable to the Seller lending on the security of property comparable to the related Mortgaged Property, including, without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Loan Documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Borrower, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Loan Documents, (iii) transfers of less than, or other than, a controlling interest in the related Borrower, (iv) transfers to another holder of direct or indirect equity in the Borrower, a specific Person designated in the related Loan Documents or a Person satisfying specific criteria identified in the related Loan Documents, such as a qualified equityholder, (v) transfers of stock or similar equity units in publicly traded companies or (vi) a substitution or release of collateral within the parameters of paragraphs (27) and (32) herein or the exceptions thereto set forth in Annex G, or (vii) as set forth on Schedule D-30-1 of the applicable Mortgage Loan Purchase Agreement  by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan, or future permitted mezzanine debt as set forth on Schedule D-30-2 of the applicable Mortgage Loan Purchase Agreement or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan or any subordinate debt that existed at origination and is permitted under the related Loan Documents, (ii) purchase money security interests, (iii) any Crossed Mortgage Loan as set forth on Schedule D-30-3 of the applicable Mortgage Loan Purchase Agreement or (iv) Permitted Encumbrances.  The Mortgage or other Loan Documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Borrower is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.

(31)        Single-Purpose Entity.  Each Mortgage Loan requires the Borrower to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding.  Both the Loan Documents and the organizational documents of the Borrower with respect to each Mortgage Loan with a Cut-off Date Stated Principal Balance in excess of $5 million provide that the Borrower is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off Date Stated Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Borrower.  For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-off Date Stated Principal Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it

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was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Borrower for a Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.

(32)        Defeasance.  With respect to any Mortgage Loan that, pursuant to the Loan Documents, can be defeased (a “Defeasance”), (i) the Loan Documents provide for Defeasance as a unilateral right of the Borrower, subject to satisfaction of conditions specified in the Loan Documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Borrower is permitted to pledge only United States “government securities” within the meaning of Section 1.860G-2(a)(8)(ii) of the Treasury Regulations, the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty) or, if the Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the Anticipated Repayment Date, and if the Mortgage Loan permits partial releases of real property in connection with partial Defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to the lesser of (a) 110% of the allocated loan amount for the real property to be released and (b) the outstanding principal balance of the Mortgage Loan; (iv) the Borrower is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Note as set forth in clause (iii) above; (v) if the Borrower would continue to own assets in addition to the Defeasance collateral, the portion of the Mortgage Loan secured by defeasance collateral is required to be assumed (or the mortgagee may require such assumption) by a Single-Purpose Entity; (vi) the Borrower is required to provide an opinion of counsel that the mortgagee has a perfected security interest in such collateral prior to any other claim or interest; and (vii) the Borrower is required to pay all rating agency fees associated with Defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with Defeasance, including, but not limited to, accountant’s fees and opinions of counsel.

(33)        Fixed Interest Rates.  Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of ARD Loans and situations where default interest is imposed.

(34)        Ground Leases.   For purposes of this Agreement, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (IDA) or similar leases for purposes of conferring a tax abatement or other benefit.

With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Seller, its successors and assigns, Seller represents and warrants that:

   (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction.  The Ground Lease or an estoppel or other agreement received

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from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage;

(b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or  modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the lender, and no such consent has been granted by the Seller since the origination of the Mortgage Loan except as reflected in any written instruments which are included in the related Mortgage File;

(c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Borrower or the mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);

(d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii)  is subject to a subordination, non-disturbance and attornment agreement to which the mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;

(e) The Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder, and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor;

(f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease.  To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;

(g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written notice of any default, and provides that no notice of default or termination is effective against the lender unless such notice is given to the lender;

(h) A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease;

(i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Seller in connection with loans originated for securitization;

(j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds

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or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Loan Documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;

(k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and

(l) Provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

(35)        Servicing.  The servicing and collection practices used by the Seller with respect to the Mortgage Loan have been, in all respects, legal and have met customary industry standards for servicing of commercial loans for conduit loan programs.

(36)        Origination and Underwriting.  The origination practices of the Seller (or the related originator if the Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Annex F.

(37)        No Material Default; Payment Record.  No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments since origination, and as of the date hereof, no Mortgage Loan is more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date.  To the Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either clause (a) or clause (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Seller in this Annex F.  No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Loan Documents.

(38)        Bankruptcy.  As of the date of origination of the related Mortgage Loan and to the Seller’s knowledge as of the Cut-off Date, no Borrower, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.

(39)        Organization of Borrower.  With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Borrower delivered by the Borrower in connection with

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the origination of such Mortgage Loan, the Borrower is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico.  Except with respect to any Crossed Mortgage Loan, no Mortgage Loan has a Borrower that is an Affiliate of another Borrower. (An “Affiliate” for purposes of this paragraph (39) means, a Borrower that is under direct or indirect common ownership and control with another Borrower.)

(40)        Environmental Conditions.  A Phase I environmental site assessment (or update of a previous Phase I and or Phase II site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true:  (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the Environmental Condition has been escrowed by the related Borrower and is held or controlled by the related lender; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, and the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Borrower that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the Environmental Condition affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) a secured creditor environmental policy or a pollution legal liability insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s, S&P and/or Fitch; (E) a party not related to the Borrower was identified as the responsible party for such Environmental Condition and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Borrower having financial resources reasonably estimated to be adequate to address the situation is required to take action.  To Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.

(41)          Appraisal.  The Servicing File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Closing Date.  The appraisal is signed by an appraiser who is either a Member of the Appraisal Institute (“MAI”) and/or has been licensed and certified to prepare appraisals in the state where the Mortgaged Property is located. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation and has certified that such appraiser had no interest, direct or indirect, in the Mortgaged Property or the Borrower or in any loan made on the security thereof, and its compensation is not affected by the approval or disapproval of the Mortgage Loan.

(42)          Mortgage Loan Schedule.  The information pertaining to each Mortgage Loan which is set forth in the mortgage loan schedule attached as Exhibit A to this Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by this Agreement to be contained therein.

(43)          Cross-Collateralization.  No Mortgage Loan is cross-collateralized or cross-defaulted with any mortgage loan that is outside the Trust, except as set forth in Annex G.

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(44)          Advance of Funds by the Seller.  After origination, no advance of funds has been made by Seller to the related Borrower other than in accordance with the Loan Documents, and, to Seller’s knowledge, no funds have been received from any person other than the related Borrower or an affiliate for, or on account of, payments due on the Mortgage Loan (other than as contemplated by the Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a lender-controlled lockbox if required or contemplated under the related lease or Loan Documents).  Neither Seller nor any affiliate thereof has any obligation to make any capital contribution to any Borrower under a Mortgage Loan, other than contributions made on or prior to the date hereof.

(45)          Compliance with Anti-Money Laundering Laws.  Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan.

For purposes of these representations and warranties, the phrases “the Seller’s knowledge” or “the Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein.

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ANNEX G

EXCEPTIONS TO MORTGAGE LOAN SELLER REPRESENTATIONS AND WARRANTIES

(THIS PAGE INTENTIONALLY LEFT BLANK)

ANNEX G-1

EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES FOR

CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. MORTGAGE LOANS

Annex A ID#	Mortgage Loan	Representation	Exception
2	RiverTown Crossings Mall	(1) Whole Loan; Ownership of Mortgage Loans	The Mortgage Loan is pari passu with another loan with an original principal balance of $100,000,000 which loan is not an asset of the Trust Fund.
6	Bradley Arlington	(5)  Lien; Valid Assignment	The Mortgage Loan is an Indemnity Deed of Trust (“IDOT”) structure.  The Borrower is the maker of the Note and the obligations of the Borrower are guaranteed by the owner of the related Mortgaged Property pursuant to a payment guaranty.  The payment guaranty is secured by the related Mortgage, which is a first priority lien on the related Mortgaged Property.
2	RiverTown Crossings Mall	(7) Junior Liens	A mezzanine loan was made to an affiliate of the Borrower in the original principal amount of $13,000,000.
2	RiverTown Crossings Mall	(16) Insurance	The Loan Agreement permits insurance coverage to be provided by a syndicate of insurers through which at least 60% of the coverage (if there are 4 or fewer members of the syndicate) or at least 50% of the coverage (if there are 5 or more members of the syndicate) is with carriers with a claims-paying ability rating of at least “A-” or better or its equivalent by each of the applicable rating agencies (provide that (i) all carriers shall have claims-paying ability ratings of not less than “BBB” or better, except that up to 25% of the aggregate coverage may be provided by insurers not meeting such requirement if and for so long as they maintain AM Best ratings of “A-:VIII” or better and (ii) the first layers of coverage are from carriers rated at least “A-” or better.
15	Cahuenga Mixed Use	(16) Insurance	The earthquake insurance policy does not contain a provision requiring notice to the lender prior to the cancellation or termination of such policy.  However, losses incurred by the lender resulting from such cancellation or termination prior to the lender’s receipt of at least thirty (30) days prior written notice of such cancellation or termination is covered under the losses section of the non-recourse carve-out guaranty.
16	Harbour Towne	(16) Insurance	For wind coverage, the Borrower has a “loss limit” for coverage equal to the full replacement cost of all buildings and business income only, but should the Mortgaged Property sustain damage to any line item of coverage on file with the carrier, including improvements and FF&E, the Borrower is permitted to access and use available limits up to the “loss limit”. A “loss limit” is a lesser limit of insurance purchased knowing the replacement cost of the full exposure is higher.  Coinsurance does not apply to loss limits.
19	Crowne Plaza Kansas City	(16) Insurance	The Loan Documents require insurance companies having a claims paying ability rating of “A-” or better from S&P for non-admitted insurance companies and “BBB” by S&P for admitted companies or, if not rated by S&P, a rating of

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Annex A ID#	Mortgage Loan	Representation	Exception
20 24 25 29	NC Industrial Portfolio Philadelphia Square Citizen News Building Arts District Hyattsville		“A-X” by AM Best for both admitted and non-admitted insurance companies.
12 34 35 42 45 48 51	Silver City Plaza Park Place at Palm Bluffs Granada Plaza Bridge Center Breckenridge Apartments Candlewood Suites Augusta Walgreens Ft. Lauderdale	(16) Insurance	The Loan Documents require insurance companies having a claims paying ability rating of “A-” or better from S&P for non-admitted insurance companies and “BBB” by S&P for admitted companies or, if not rated by S&P, a rating of “A-X” by AM Best for non-admitted insurance companies and “A-VIII” by AM Best for admitted insurance companies.
51	Walgreens Ft. Lauderdale	(16) Insurance	Wind coverage is provided through Citizens Property Insurance Corp. (“Citizens”), the state sponsored wind program.  Citizens requires an 80% coinsurance provision.  However, the Borrower will insure the property for 100% full replacement cost value and losses incurred by the lender resulting from a coinsurance penalty resulting from a casualty due to the peril of wind is covered under the non-recourse carve-out guaranty.
52	East West Crossroads	(16) Insurance	The Loan Documents require insurance companies having a claims paying ability rating of “A-” or better from S&P for non-admitted insurance companies and “BBB” by S&P for admitted companies or, if not rated by S&P, a rating of “A-X” by AM Best for non-admitted insurance companies and “A-VI” by AM Best for admitted insurance companies.
16	Harbour Towne	(24) Local Law Compliance	The Borrower does not have the approval of Broward County with respect to the modification of the development intensity at the Mortgaged Property. While the current development intensity was obtained in compliance with all State and Local requirements, County approval and an  amendment to the plat has not yet been obtained by the Borrower.
51	Walgreens Ft. Lauderdale	(24) Local Law Compliance	The Mortgaged Property is considered legally non-conforming due to deficiency in parking and a setback encroachment.  The Borrower obtained law and ordinance insurance but such insurance does not cover a casualty resulting from wind.  The non-recourse carveout guarantor agreed to guaranty up to $600,000 of the debt in the event a casualty occurs as a result of wind and the Borrower is not permitted to restore the premises to its condition prior to the casualty.
16	Harbour Towne	(25) Licenses and Permits	Several of the required permits were issued in the name of entities other than the Borrower.  Such other entities, through their direct or indirect parent, Westrec Financial, Inc., have entered into an agreement whereby they agree to have all permits transferred or reissued in the name of the Borrower. The foregoing holds true for all permits other than the liquor license and salt water retail license, which local counsel has advised is a typical structure for Florida properties for liability reasons. As a result, the holder of these licenses was permitted to continue holding them, but

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Annex A ID#	Mortgage Loan	Representation	Exception
			has pledged them for the benefit of the lender in connection with the Mortgage Loan, pursuant to a separate agreement.
2	RiverTown Crossings Mall	(27) Mortgage Releases	The release provisions do not provide for the delivery of an opinion of tax counsel.
25	Citizen News Building	(27) Mortgage Releases	The Loan Agreement permits the release of the parking lot portion of the Mortgaged Property, subject to certain conditions, including payment of  an amount equal to the greater of (i) the gross sales proceeds realized from the sale of the parcel less any reasonable and customary fees and transfer taxes (which costs are capped at 4% of the gross sales proceeds) and (ii) 125% of the allocated loan amount for such Mortgaged Property, plus a yield maintenance fee.
26 38 39 44 46 53 54	1460 Macombs Road 1230 Teller Avenue 2765 Kingsbridge Terrace 2264 Creston Avenue 2773-2779 Briggs Avenue 116 Henwood Place 2390 Creston Avenue	(28) Financial Reporting and Rent Rolls	The Borrower is required to provide annual operating statements and annual rent rolls.
6 9 12 19 20 24 25 29 33 34 35 42 45 48 51 52	Bradley Arlington Crossroads Towne Center Silver City Plaza Crowne Plaza Kansas City NC Industrial Portfolio Philadelphia Square Citizen News Building Arts District Hyattsville Town East Tower Park Place at Palm Bluffs Granada Plaza Bridge Center Breckenridge Apartments Candlewood Suites Augusta Walgreens Ft. Lauderdale East West Crossroads	(29) Acts of Terrorism Exclusion	The Loan Agreement provides that the Borrower is required to maintain insurance for acts of terrorism so long as the lender determines that either (i) prudent owners of real estate comparable to the Mortgaged Property are maintaining same or (ii) prudent institutional lenders (including, without limitation, investment banks) to such owners are requiring that such owners maintain such insurance.
9	Crossroads Towne Center	(30) Due on Sale or Encumbrance	The sole member of the Borrower (the “SPE Owner”) is owned by two members, one of which (the “Preferred Equity Holder”) holds a preferred equity investment in the SPE Owner of approximately $3,200,000.  The Borrower’s operating agreement requires that the Borrower list the

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Annex A ID#	Mortgage Loan	Representation	Exception
			Mortgaged Property for sale on or about August 31, 2016 unless the SPE Owner exercises it’s one-time right to waive the sale, which waiver requires consent of both members of the SPE Owner (one of which is the Preferred Equity Holder).  In the event the Preferred Equity Holder does not want to waive the sale, the other member may acquire the shares held by the Preferred Equity Holder at a price equal to the distributions this member would receive from a sale of the Mortgaged Property.  In the event the Mortgaged Property is to be sold, the Borrower is required to comply with the terms of the Loan Documents, including satisfaction of the defeasance provisions in the Loan Documents in the event of a defeasance of the Mortgaged Property or lender consent to any transfer of the Mortgaged Property or  assumption of the Mortgage Loan.
13	River Oaks West Apartments	(31) Single-Purpose Entity	The Borrower has incurred unsecured debt in the current approximate amount of $18,588,057.05 that is subject to a subordination and standstill agreement with the holder of the unsecured debt. The unsecured debt is not evidenced by a promissory note, and the standstill agreement prohibits the unsecured debt from being evidenced by a promissory note. No principal or interest payments are required with respect to the unsecured debt until after the Mortgage Loan maturity date. If the Borrower elects to make any payments to the holder of the unsecured debt, such payments may only be made if excess cash is available to the Borrower after payment of all amounts and reserves then due under the Mortgage Loan. In addition, the holder of the unsecured debt has collaterally assigned its rights in the unsecured debt to the lender, which may be realized upon by the lender if the holder of the unsecured debt does not comply with the terms of the standstill agreement, and the Mortgage Loan is recourse to the Borrower and non-recourse carveout guarantor if the holder of the unsecured debt takes any action that causes the Borrower or the Mortgaged Property to be subject to a bankruptcy proceeding.  The standstill agreement prohibits the unsecured debt from being transferred to any party other than an affiliate of the holder of the unsecured debt or the Borrower or non-recourse carveout guarantor of the Mortgage Loan.
28	Soundview & Rosedale Avenue	(31) Single-Purpose Entity	The Borrower previous owned a vacant parcel of land in addition to the Mortgaged Property.
38	1230 Teller Avenue	(31) Single-Purpose Entity	The Borrower has obligations related to the environmental condition at an adjacent property (not owned by the Borrower) as described in exception to representation (40).
43	2012-2018 Broadway	(34) Ground Leases	The Borrower’s ownership interest is a leasehold interest under a long-term space lease.
16	Harbour Towne	(34)(c) Ground Leases	The ground lease extends just beyond 18 years past the stated maturity date of the Mortgage Loan.
5 18	Westgate Shopping Center Stone Creek Towne Center	(39) Organization of Borrower	These Mortgage Loans, with an aggregate original principal balance of $60,172,750 have affiliated Borrowers.
26	1460 Macombs Road	(39) Organization of	These Mortgage Loans, with an aggregate original principal

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Annex A ID#	Mortgage Loan	Representation	Exception
39 44 53 54	2765 Kingsbridge Terrace 2264 Creston Avenue 116 Henwood Place 2390 Creston Avenue	Borrower	balance of $24,740,000 have affiliated Borrowers.
16	Harbour Towne	(40) Environmental Conditions	The Mortgaged Property formerly had five underground storage tanks (“UST”) that were removed in or prior to 1990.  Soil and groundwater contamination were detected in connection with the removal of one of the USTs and remedial actions were conducted from June 1990 to February 1991.  A sampling in July 1994 revealed that contamination was still present. Because the mortgaged property was deemed eligible for state-funded cleanup under the Early Detection Incentive Program and will ultimately be cleaned up by the State of Florida under the program, no additional action was recommended with respect to the contamination caused by the removal of the UST.  In March/April 2012, a limited Phase II environmental site assessment was performed at the Mortgaged Property and benzene levels in the soil and groundwater above target levels were found, requiring further action. The environmental assessment recommended that a Natural Attenuation Monitoring Plan (“NAMP”) be proposed to the Broward County Environmental Protection and Growth Management Department (“EPGMD”) as a strategy for site closure.  The Borrower has covenanted under the Loan Documents to comply with the environmental assessment’s recommendation and in the event the NAMP is not accepted, undertake all reasonable efforts as may be required by the EPGMD or the Florida Department of Environmental Protection to obtain site closure.
20.02	NC Industrial Portfolio – 2900 Northwest Boulevard	(40) Environmental Conditions	This Mortgaged Property is a North Carolina Brownfields site due to environmental contamination in the groundwater, soil and sub-slab vapor.  A Notice of Brownfields Property was filed on August 4, 2010 and recorded.  The Mortgaged Property is managed pursuant to a Brownfields Agreement (the “Brownfields Agreement”) which sets forth certain land use restrictions.  The recent environmental assessment provided that no further action was recommended other than continued compliance with the Brownfields Agreement.  The Loan Documents provide for recourse to the Borrower and liability to the guarantors for failure to comply with any environmental requirements and regulations, including the terms of the Brownfields Agreement.
35	Granada Plaza	(40) Environmental Conditions	The Phase I environmental site assessment identified a Recognized Environmental Condition due to ground water contamination related to former dry cleaning operations that was detected in 1996.  Limited testing conducted in 2006 did not identify contamination levels above certain thresholds; however, based upon the 1996 testing, the site is eligible for the Drycleaning Solvent Cleanup Program (“DSCP”), which supports assessments and remediations of such sites.  The Mortgaged Property has not been ranked high enough at this time by the Florida Department of Environmental Protection (the “FDEP”) to be targeted for remediation under the DSCP.  The FDEP administers the DSCP and under the DSCP it is anticipated that the State of Florida will oversee and cover costs related to the assessment and cleanup of both onsite and offsite contamination after the payment of a deductible; however, the DSCP would not cover third party claims resulting from

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Annex A ID#	Mortgage Loan	Representation	Exception
			releases from the dry cleaning facility.
34	Park Place at Palm Bluffs	(40) Environmental Conditions	The Mortgaged Property is located on and/or near landfills and wastewater ponds and is subject to a Post-Closure Land Use Plan (the “Land Use Plan”) that requires, for a period of 30 years, that a methane gas collection system be operated in each of the four buildings at the Mortgaged Property. The County of Fresno Department of Public Health, Environmental Health Division inspection reports, dated April 12, 2012, revealed that a sensor to the methane monitoring and control systems at one of the buildings needed to be replaced within 90 days.  The environmental consultant recommended continued implementation and compliance with the Land Use Plan.  Under the Loan Documents, the Borrower has covenanted to replace the sensor within the 90-day period.
38	1230 Teller Avenue	(40) Environmental Conditions	The Mortgaged Property was identified as a New York State Department of Environmental Conservation (“NYSDEC”) spill site and is an active case as a result of a heating oil spill on or before October 19, 2001.  A truck delivering #6 heating oil to the Mortgaged Property had a fill line break and a significant amount of heating oil was released to the basement of the Mortgaged Property. The oil traveled down gradient to an adjacent property (not owned by the Borrower).  The Borrower  is responsible for closing out the case with NYSDEC. The Borrower hired an environmental remediation firm  to remediate the spill damage at Mortgaged Property and the adjacent property, including clean-up of the basements at both properties as well as the installation of four monitoring wells in the adjacent property basement and two wells on the sidewalk.  In September 2006, the environmental remediation firm  indicated that oil was observed in the six wells.   In December, 2011, the environmental remediation firm advised the Borrower that oil was present in two of the four wells in the basement at the adjacent property but that the sidewalk wells were clean. To close out the case with NYSDEC, the environmental remediation firm recommended installation of a remedial system at the adjacent property and the operation, monitoring and maintenance of the system for two years. The environmental remediation firm estimated that the cost of installing the system and  operating, monitoring and maintaining it for two years, including costs affiliated with providing reports to NYSDEC and bringing the site to closure, would be approximately $142,480.
2	RiverTown Crossings Mall	(43) Cross-Collateralization	The Mortgage Loan is cross-collateralized with a pari passu Companion Loan with an original principal balance of $100,000,000 which loan is not an asset of the Trust Fund.

G-1-6

ANNEX G-2

EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES FOR

GERMAN AMERICAN CAPITAL CORPORATION MORTGAGE LOANS

Annex A ID#	Mortgage Loan	Representation	Exception
1	Crossgates Mall	(1) Whole Loan; Ownership of Mortgage Loans	The mortgage also secures the following two pari passu companion loans: (1) promissory note A-1A in the original principal amount of $130,000,000 and (2) promissory note A-1B, in the original principal amount of $50,000,000.
3	Creekside Plaza	(5) Lien; Valid Assignment	Regional Center of the East Bay, Inc. (“RCEB”) possesses (i) certain purchase options under that certain Lease Agreement, dated as of October 1, 2008 (as amended, collectively, the “RCEB Lease”), between Creekside Associates, LLC and T. Lawrence Jett, collectively as the original landlord, and RCEB, as tenant, to purchase all or portions of Building B as more particularly described in Sections 55 and 56 of the RCEB Lease and (ii) a right of first refusal under the RCEB Lease with respect offers to purchase certain portions of Building B, as more particularly described in Section 57 of the RCEB Lease.
17	Ocean City Quality Inn Portfolio	(5)  Lien; Valid Assignment	The Mortgage Loan is an Indemnity Deed of Trust (“IDOT”) structure.  The Borrower is the maker of the Note and the obligations of the Borrower are guaranteed by the owner of the related Mortgaged Property pursuant to a payment guaranty.  The payment guaranty is secured by the related Mortgage, which is a first priority lien on the related Mortgaged Property.
14	U-Haul Portfolio SAC 22	(6) Permitted Liens; Title Insurance	For the Mortgaged Properties located in Kansas and Minnesota, property taxes for 2011/2012 are a lien due and payable, but not yet delinquent.  Pursuant to Section 5.1.2 of the Loan Agreement, the Borrowers must pay any and all property taxes ten (10) days prior to the taxes becoming delinquent.  The pending litigation (Paul F. Shoen vs. SAC Holding Corporation et al., Second Judicial District Court of the State of Nevada, Washoe County, CV 02-05602) is a title exception.
10	U-Haul Portfolio SAC 23	(6) Permitted Liens; Title Insurance	For the Mortgaged Properties located in Arizona, Arkansas, South Dakota and New York, property taxes for 2011/2012 are a lien due and payable, but not yet delinquent.  Pursuant to Section 5.1.2 of the Loan Agreement, the Borrowers must pay any and all property taxes ten (10) days prior to the taxes becoming delinquent.  The pending litigation (Paul F. Shoen vs. SAC Holding Corporation et al., Second Judicial District Court of the State of Nevada, Washoe County, CV 02-05602) is a title exception.
1	Crossgates Mall	(6) Permitted Liens; Title Insurance	There is a reciprocal easement agreement between Macy’s, the Borrower and an affiliate of the Borrower that owns fee title to an adjacent property that is senior to the mortgage loan.
10 14	U-Haul Portfolio SAC 23 U-Haul Portfolio SAC 22	(13) Actions Concerning Mortgage Loan	An adverse outcome of the pending litigation (Paul F. Shoen vs. SAC Holding Corporation et al., Second Judicial District Court of the State of Nevada, Washoe County, CV 02-05602) would reasonably be expected to materially and

G-2-1

Annex A ID#	Mortgage Loan	Representation	Exception
			adversely affect the items set forth in (a) – (f).
23	Heald Colleges Portfolio	(16) Insurance	Borrower is required within ninety (90) days of the closing of the Loan to provide evidence satisfactory to lender that (i) Borrower has obtained NFIP insurance for the property located in Milpitas, California (the “Milpitas Property”) or (ii) that the Milpitas Property is not located in a special flood hazard area “Zone A”.
14	U-Haul Portfolio SAC 22	(17) Access; Utilities; Separate Tax Lots	The Lansing, Michigan Mortgaged Property tax parcel includes a very small sliver of property which is not part of the Mortgaged Property.  The Borrower is paying all taxes for the entire tax parcel, including the property it does not own.
10	U-Haul Portfolio SAC 23	(18) No Encroachments	The San Antonio, Texas Mortgaged Property has improvements encroaching over the property boundary line into adjoining property of approximately 5 feet by 75 feet.  The Borrower is or will be under contract to acquire this strip of land and certain funds are being escrowed pursuant to Section 7.6 of the Loan Agreement.
27	HIE San Luis Obispo	(28) Financial Reporting and Rent Rolls	Borrower is not required to deliver rent rolls as there are no leases in effect with respect to the Property.
30	Sommerset Suites	(28) Financial Reporting and Rent Rolls	Borrower is not required to deliver rent rolls as there are no leases in effect with respect to the Property.
50	Best Western Carlyle Inn	(28) Financial Reporting and Rent Rolls	Borrower is not required to deliver rent rolls as there are no leases in effect with respect to the Property.
32	Best Western Plus Half Moon Bay	(28) Financial Reporting and Rent Rolls	Borrower is not required to deliver rent rolls as there are no leases in effect with respect to the Property.
10	U-Haul Portfolio SAC 23	(34) Ground Leases	A ground lease from the 19th century may affect a small portion of the Baltimore, Maryland Mortgaged Property.  The ground lease is illegible and it cannot be definitely determined whether it still affects the Mortgaged Property.  The identity of the ground lessor also cannot be determined.  Movable improvements are located on this potential ground leased parcel and can be relocated if necessary.
14	U-Haul Portfolio SAC 22	(39) Organization of Borrower	Borrower is an Affiliate of the borrower under the SAC 23 Portfolio loan.
10	U-Haul Portfolio SAC 23	(39) Organization of Borrower	Borrower is an Affiliate of the borrower under the SAC 22 Portfolio loan.
27	HIE San Luis Obispo	(39) Organization of Borrower	Borrower is an Affiliate of the borrowers under the following loans (i) Sommerset Suites San Diego, (ii) Best Western Plus Carlyle Inn and (iii) Best Western Plus Half Moon Bay.
30	Sommerset Suites	(39) Organization of Borrower	Borrower is an Affiliate of the borrowers under the following loans (i) Holiday Inn Express San Luis Obispo, (ii) Best Western Plus Carlyle Inn and (iii) Best Western Plus Half Moon Bay.
50	Best Western Carlyle Inn	(39) Organization of Borrower	Borrower is an Affiliate of the borrowers under the following loans (i) Holiday Inn Express San Luis Obispo, (ii)

G-2-2

Annex A ID#	Mortgage Loan	Representation	Exception
			Sommerset Suites San Diego and (iii) Best Western Plus Half Moon Bay.
32	Best Western Plus Half Moon Bay	(39) Organization of Borrower	Borrower is an Affiliate of the borrowers under the following loans (i) Holiday Inn Express San Luis Obispo, (ii) Sommerset Suites San Diego and (iii) Best Western Plus Carlyle Inn.
1	Crossgates Mall	(43) Cross-Collateralization	The Mortgage Loan is cross-collateralized with two pari passu companion loans with an aggregate original principal balance of $180,000,000, which loans are not assets of the Trust Fund.

G-2-3

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ANNEX H

RIVERTOWN CROSSINGS MALL AMORTIZATION SCHEDULE

Payment Date	Principal Payment	Ending Balance
6/6/2012	$  55,748.26	$  55,256,308.79
7/6/2012	$  64,485.88	$  55,191,822.91
8/6/2012	$  56,319.77	$  55,135,503.14
9/6/2012	$  56,587.48	$  55,078,915.66
10/6/2012	$  65,301.90	$  55,013,613.76
11/6/2012	$  57,166.86	$  54,956,446.90
12/6/2012	$  65,865.25	$  54,890,581.65
1/6/2013	$  57,751.67	$  54,832,829.98
2/6/2013	$  58,026.18	$  54,774,803.80
3/6/2013	$  83,498.40	$  54,691,305.40
4/6/2013	$  58,698.89	$  54,632,606.51
5/6/2013	$  67,354.91	$  54,565,251.60
6/6/2013	$  59,298.07	$  54,505,953.53
7/6/2013	$  67,937.52	$  54,438,016.01
8/6/2013	$  59,902.87	$  54,378,113.14
9/6/2013	$  60,187.60	$  54,317,925.54
10/6/2013	$  68,802.44	$  54,249,123.10
11/6/2013	$  60,800.74	$  54,188,322.36
12/6/2013	$  69,398.61	$  54,118,923.75
1/6/2014	$  61,419.62	$  54,057,504.13
2/6/2014	$  61,711.57	$  53,995,792.56
3/6/2014	$  86,842.97	$  53,908,949.59
4/6/2014	$  62,417.69	$  53,846,531.90
5/6/2014	$  70,970.85	$  53,775,561.05
6/6/2014	$  63,051.74	$  53,712,509.31
7/6/2014	$  71,587.36	$  53,640,921.95
8/6/2014	$  63,691.72	$  53,577,230.23
9/6/2014	$  63,994.47	$  53,513,235.76
10/6/2014	$  72,504.01	$  53,440,731.75
11/6/2014	$  64,643.29	$  53,376,088.46
12/6/2014	$  73,134.89	$  53,302,953.57
1/6/2015	$  65,298.20	$  53,237,655.37
2/6/2015	$  65,608.58	$  53,172,046.79
3/6/2015	$  90,379.58	$  53,081,667.21
4/6/2015	$  66,350.04	$  53,015,317.17
5/6/2015	$  74,794.45	$  52,940,522.72
6/6/2015	$  67,020.95	$  52,873,501.77
7/6/2015	$  75,446.79	$  52,798,054.98
8/6/2015	$  67,698.14	$  52,730,356.84
9/6/2015	$  68,019.93	$  52,662,336.91
10/6/2015	$  76,418.15	$  52,585,918.76
11/6/2015	$  68,706.49	$  52,517,212.27
12/6/2015	$  77,085.72	$  52,440,126.55
1/6/2016	$  69,399.50	$  52,370,727.05
2/6/2016	$  69,729.38	$  52,300,997.67
3/6/2016	$  86,099.80	$  52,214,897.87
4/6/2016	$  70,470.09	$  52,144,427.78
5/6/2016	$  78,800.53	$  52,065,627.25

H-1

Payment Date	Principal Payment	Ending Balance
6/6/2016	$  71,179.61	$  51,994,447.64
7/6/2016	$  79,490.44	$  51,914,957.20
8/6/2016	$  71,895.80	$  51,843,061.40
9/6/2016	$  72,237.54	$  51,770,823.86
10/6/2016	$  80,519.11	$  51,690,304.75
11/6/2016	$  72,963.65	$  51,617,341.10
12/6/2016	$  81,225.13	$  51,536,115.97
1/6/2017	$  73,696.56	$  51,462,419.41
2/6/2017	$  74,046.87	$  51,388,372.54
3/6/2017	$  98,037.48	$  51,290,335.06
4/6/2017	$  74,864.84	$  51,215,470.22
5/6/2017	$  83,073.74	$  51,132,396.48
6/6/2017	$  75,615.58	$  51,056,780.90
7/6/2017	$  83,803.70	$  50,972,977.20
8/6/2017	$  76,373.35	$  50,896,603.85
9/6/2017	$  76,736.37	$  50,819,867.48
10/6/2017	$  84,893.51	$  50,734,973.97
11/6/2017	$  77,504.65	$  50,657,469.32
12/6/2017	$  85,640.54	$  50,571,828.78
1/6/2018	$  78,280.14	$  50,493,548.64
2/6/2018	$  78,652.23	$  50,414,896.41
3/6/2018	$102,216.95	$  50,312,679.46
4/6/2018	$  79,511.97	$  50,233,167.49
5/6/2018	$  87,592.33	$  50,145,575.16
6/6/2018	$  80,306.27	$  50,065,268.89
7/6/2018	$  88,364.67	$  49,976,904.22
8/6/2018	$  81,108.02	$  49,895,796.20
9/6/2018	$  81,493.55	$  49,814,302.65
10/6/2018	$  89,519.10	$  49,724,783.55
11/6/2018	$  82,306.43	$  49,642,477.12
12/6/2018	$  90,309.51	$  49,552,167.61
1/6/2019	$  83,126.92	$  49,469,040.69
2/6/2019	$  83,522.06	$  49,385,518.63
3/6/2019	$106,636.40	$  49,278,882.23
4/6/2019	$  84,425.95	$  49,194,456.28
5/6/2019	$  92,370.40	$  49,102,085.88
6/6/2019	$  85,266.32	$  49,016,819.56
7/6/2019	$  93,187.53	$  48,923,632.03
8/6/2019	$  86,114.56	$  48,837,517.47
9/6/2019	$  86,523.90	$  48,750,993.57
10/6/2019	$  94,410.33	$  48,656,583.24
11/6/2019	$  87,383.94	$  48,569,199.30
12/6/2019	$  95,246.58	$  48,473,952.72
1/6/2020	$  88,252.05	$  48,385,700.67
2/6/2020	$  88,671.53	$  48,297,029.14
3/6/2020	$103,904.11	$  48,193,125.03
4/6/2020	$  89,586.92	$  48,103,538.11
5/6/2020	$  97,388.62	$  48,006,149.49
6/6/2020	$  90,475.67	$  47,915,673.82
7/6/2020	$  98,252.80	$  47,817,421.02
8/6/2020	$  91,372.75	$  47,726,048.27
9/6/2020	$  91,807.09	$  47,634,241.18
10/6/2020	$  99,547.39	$  47,534,693.79
11/6/2020	$  92,716.66	$  47,441,977.13

H-2

Payment Date	Principal Payment	Ending Balance
12/6/2020	$100,431.81	$  47,341,545.32
1/6/2021	$  93,634.76	$  47,247,910.56
2/6/2021	$  94,079.83	$  47,153,830.73
3/6/2021	$116,217.78	$  47,037,612.95
4/6/2021	$  95,079.45	$  46,942,533.50
5/6/2021	$102,729.24	$  46,839,804.26
6/6/2021	$  96,019.70	$  46,743,784.56

H-3

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Deutsche Mortgage & Asset Receiving Corporation,

Depositor

Commercial Mortgage Pass-Through Certificates,

(Issuable in Series By Separate Issuing Entities)

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

● various types of multifamily or commercial mortgage loans,

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

● combination of the assets described above.

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

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

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

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

You should review the information appearing on page 11 in this prospectus under the caption “Risk Factors” and under the caption “risk factors” in the related prospectus supplement before purchasing any offered certificate.

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

The date of this prospectus is May 10, 2012

Important Notice About Information In This Prospectus
And The Accompanying Prospectus Supplement

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

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

Incorporation of Certain Information By Reference and Available Information

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

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

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

ii

TABLE OF CONTENTS

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

iii

Distributions on the Certificates in Respect of Prepayment Premiums or in Respect of Equity Participations	50
Allocation of Losses and Shortfalls	50
Advances	51
Reports to Certificateholders	52
Voting Rights	53
Termination	53
Book-Entry Registration and Definitive Certificates	54
DESCRIPTION OF THE POOLING AGREEMENTS	55
General	55
Assignment of Mortgage Loans; Repurchases	56
Representations and Warranties; Repurchases	57
Collection and Other Servicing Procedures	58
Primary Servicers and Sub-Servicers	60
Certificate Account	60
Modifications, Waivers and Amendments of Mortgage Loans	63
Realization upon Defaulted Mortgage Loans	63
Hazard Insurance Policies	65
Due-on-Sale and Due-on-Encumbrance Provisions	66
Servicing Compensation and Payment of Expenses	66
Evidence as to Compliance	67
Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor	67
Termination Events	68
Rights upon Termination Events	69
Amendment	70
List of Certificateholders	71
The Trustee	71
Duties of the Trustee	71
Certain Matters Regarding the Trustee	71
Resignation and Removal of the Trustee	72
Additional Parties to the Agreements	72
DESCRIPTION OF CREDIT SUPPORT	72
General	72
Subordinate Certificates	73
Cross-Support Provisions	73
Overcollateralization	73
Letter of Credit	73
Insurance or Guarantees with Respect to Mortgage Loans	74
Certificate Insurance and Surety Bonds	74
Reserve Funds	74
Credit Support with Respect to MBS	74
CASH FLOW AND DERIVATIVES AGREEMENTS	75
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS	75
General	75
Types of Mortgage Instruments	75
Leases and Rents	76
Personalty	76
Foreclosure	76
Bankruptcy Laws	80
Environmental Considerations	84
Due-on-Sale and Due-on-Encumbrance Provisions	86
Junior Liens; Rights of Holders of Senior Liens	86
Subordinate Financing	87
Default Interest and Limitations on Prepayments	87
Applicability of Usury Laws	87

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Certain Laws and Regulations	87
Americans with Disabilities Act	88
Servicemembers Civil Relief Act	88
Forfeitures in Drug and RICO Proceedings	88
CERTAIN FEDERAL INCOME TAX CONSEQUENCES	89
FEDERAL INCOME TAX CONSEQUENCES FOR REMIC CERTIFICATES	89
General	89
Status of REMIC Certificates	90
Qualification as a REMIC	90
Taxation of Regular Certificates	92
Taxation of Residual Certificates	99
Taxes that May Be Imposed on the REMIC Pool	107
Liquidation of the REMIC Pool	108
Administrative Matters	108
Limitations on Deduction of Certain Expenses	108
Taxation of Certain Foreign Investors	109
Backup Withholding	110
Reporting Requirements	110
FEDERAL INCOME TAX CONSEQUENCES FOR CERTIFICATES AS TO WHICH NO REMIC ELECTION IS MADE	111
Standard Certificates	111
Stripped Certificates	114
Reporting Requirements and Backup Withholding	117
Taxation of Certain Foreign Investors	118
STATE, LOCAL AND OTHER TAX CONSEQUENCES	118
CERTAIN ERISA CONSIDERATIONS	118
General	118
Plan Asset Regulations	119
Prohibited Transaction Exemptions	120
Tax Exempt Investors	122
LEGAL INVESTMENT	123
USE OF PROCEEDS	124
METHOD OF DISTRIBUTION	125
LEGAL MATTERS	126
FINANCIAL INFORMATION	126
RATING	126
INDEX OF DEFINED TERMS	127

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SUMMARY OF PROSPECTUS
	This summary highlights selected information from this prospectus. It does not contain all of the information you need to consider in making your investment decision. To understand all of the terms of an offering of certificates, read this entire document and the accompanying prospectus supplement carefully.
	Securities Offered	Mortgage pass-through certificates, issuable in series. Each series of certificates will represent beneficial ownership in a trust fund. Each trust fund will own a segregated pool of certain mortgage assets, described below under “—The Mortgage Assets.”
Relevant Parties
	Who We Are	Deutsche Mortgage & Asset Receiving Corporation, a Delaware corporation. See “The Depositor.” Our principal offices are located at 60 Wall Street, New York, New York 10005. Our telephone number is (212) 250-2500.
	Issuing Entity	The issuing entity with respect to each series will be a New York common law trust formed by the depositor and containing the assets described in this prospectus and specified in the related prospectus supplement.
	Trustee	The trustee for each series of certificates will be named in the related prospectus supplement. See “Description of the Pooling Agreements—The Trustee.”
	Master Servicer	If a trust fund includes mortgage loans, then each master servicer, for the corresponding series of certificates will be named in the related prospectus supplement. Certain of the duties of the master servicer may be performed by one or more primary servicers or sub-servicers. See “Description of the Pooling Agreements—Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor.”
	Special Servicer	If a trust fund includes mortgage loans, then each special servicer for the corresponding series of certificates will be named, or the circumstances under which a special servicer may be appointed will be described, in the related prospectus supplement. See “Description of the Pooling Agreements—Collection and Other Servicing Procedures.”
	MBS Administrator	If a trust fund includes mortgage-backed securities, then the entity responsible for administering such mortgage-backed securities will be named in the related prospectus supplement.
	REMIC Administrator	The person responsible for the various tax-related administration duties for a series of certificates as to which one or more REMIC elections have been made, will be named in the related prospectus supplement. See “Description of the Pooling Agreements—Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor.”
	Other Parties	If so specified in the prospectus supplement for a series, there may be one or more additional parties to the related pooling and servicing agreement, including but not limited to (i) a paying agent, which will make payments and perform other specified duties with respect to the

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		certificates, (ii) a certificate registrar, which will maintain the register of certificates and perform certain duties with respect to certificate transfer, (iii) an authenticating agent, which will countersign the certificates on behalf of the trustee and/or (iv) a fiscal agent, which will be required to make advances if the trustee fails to do so when required.
	Sponsors	The sponsor or sponsors for each series of certificates will be named in the related prospectus supplement. The sponsor or sponsors will initiate the issuance of a series of certificates and will sell mortgage loans to the depositor. If specified in the related prospectus supplement, the sponsor or co-sponsor may be German American Capital Corporation, an affiliate of the depositor.
	Sellers	The seller or sellers of the mortgage loans or other assets will be named in the related prospectus supplement. A seller may be an affiliate of Deutsch Mortgage & Asset Receiving Corporation, the depositor. The depositor will purchase the mortgage loans or other assets from the seller or sellers, on or before the issuance of the related series of certificates.
	Originators	If the mortgage loans or other assets have been originated by an entity other than the related sponsor or loan seller, the prospectus supplement will identify the related originator and set forth certain information with respect thereto.
Information About The Mortgage Pool
	The Mortgage Assets	The mortgage assets will be the primary assets of any trust fund. The mortgage assets with respect to each series of certificates will, in general, consist:
		●	various types of multifamily (which include manufactured housing community) or commercial mortgage loans,
		●	mortgage participations, pass-through certificates or other mortgaged-backed securities that evidence interests in one or more of various types of multifamily or commercial mortgage loans, or
		●	a combination of the assets described above.
		If so specified in the related prospectus supplement, a trust fund may include mortgage loans secured by liens on real estate projects under construction.  The mortgage loans will not be guaranteed or insured by us or any of our affiliates or, unless the related prospectus supplement specifies otherwise, by any governmental agency or instrumentality or by any other person. If the related prospectus supplement so provides, some mortgage loans may be delinquent as of the date the related trust fund is formed.
		If the related prospectus supplement so provides, a mortgage loan:
		●	may provide for no accrual of interest or for accrual of interest at an interest rate that is fixed over its term, that adjusts from time to time, or that may be converted at the borrower’s election from an adjustable to a fixed interest rate, or from a fixed to an adjustable rate,

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		●	may provide for level payments to maturity or for payments that adjust from time to time to accommodate changes in the interest rate or to reflect the occurrence of certain events, and may permit negative amortization,
		●	may be fully amortizing or may be partially amortizing or nonamortizing, with a balloon payment due on its stated maturity date,
		●	may prohibit prepayments over its term or for a certain period and/or require payment of a premium or a yield maintenance payment in connection with certain prepayments,
		●	may provide for defeasance of the mortgage loan, and
		●	may provide for payments of principal, interest or both, on regular due dates or at such other interval as is specified in the related prospectus supplement.
		Each mortgage loan will have had an original term to maturity of not more than 40 years. We will not originate any mortgage loans. Some or all of the mortgage loans in any trust fund may have been originated by an affiliate of the depositor. See “Description of the Trust Funds—Mortgage Loans.”
		If any mortgage loan, or group of related mortgage loans, constitutes a 10% or greater concentration of credit risk, financial statements or other financial information with respect to the related mortgaged property or mortgaged properties will be included in the related Prospectus Supplement. See “Description of the Trust Funds—Mortgage Loans—Mortgage Loan Information in Prospectus Supplements.”
		If the related prospectus supplement so specifies, the mortgage assets with respect to a series of certificates may also include, or consist of, mortgage participations, mortgage pass-through certificates and/or other mortgage-backed securities, that evidence an interest in, or are secured by a pledge of, one or more mortgage loans that conform to the descriptions of the mortgage loans contained in this prospectus and which may or may not be issued, insured or guaranteed by the United States or an agency or instrumentality thereof. See “Description of the Trust Funds—MBS.”
Information About The Certificates
	The Certificates	Each series of certificates will be issued in one or more classes pursuant to a pooling and servicing agreement or other agreement specified in the related prospectus supplement and will represent in the aggregate the entire beneficial ownership interest in the related trust fund.
		The certificates of each series may consist of one or more classes of certificates that, among other things:
		●	are senior or subordinate to one or more other classes of certificates in entitlement to certain distributions on the certificates;
		●	are entitled to distributions of principal with disproportionate, nominal or no distributions of interest;

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	●	are entitled to distributions of interest, with disproportionate nominal or no distributions of principal;
	●	provide for distributions of interest or principal that commence only after the occurrence of certain events, such as the retirement of one or more other classes of certificates of such series;
	●	provide for distributions of principal to be made, from time to time or for designated periods, at a rate that is faster (and, in some cases, substantially faster) or slower (and, in some cases, substantially slower) than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund;
	●	provide for distributions of principal to be made, subject to available funds, based on a specified principal payment schedule or other methodology;
	●	provide for distributions based solely or primarily on specified mortgage assets or a specified group of mortgage assets; or
	●	provide for distribution based on collections on the mortgage assets in the related trust fund attributable to prepayment premiums, yield maintenance payments or equity participations.
	If so specified in the related prospectus supplement, a series of certificates may include one or more “controlled amortization classes,” which will entitle the holders thereof to receive principal distributions according to a specified principal payment schedule. See “Risk Factors—Prepayments May Reduce the Average Life of Your Certificates” and “—Prepayments May Reduce the Yield on Your Certificates.”
	If the related prospectus supplement so provides, a class of certificates may have two or more component parts, each having characteristics that are otherwise described in this prospectus as being attributable to separate and distinct classes.
	The certificates will not be guaranteed or insured by us or any of our affiliates, by any governmental agency or instrumentality or by any other person or entity, unless the related prospectus supplement specifies otherwise. See “Risk Factors—Limited Assets.”
Distributions of Interest on the Certificates	Each class of certificates, other than certain classes of principal-only certificates and certain classes of residual certificates, will accrue interest on its certificate balance or, in the case of certain classes of interest-only certificates, on a notional amount, based on a fixed, floating, variable or adjustable interest rate.  Common indices used for determining floating interest rates include one-month, three-month, six-month and one-year “LIBOR” (an average of the interest rate on one-month, three-month, six-month or one-year dollar-denominated deposits traded between banks in London), “CMT” (weekly or monthly average yields of U.S. treasury short and long-term securities, adjusted to a constant maturity), “COFI” (an index of the weighted average interest rate paid by savings institutions in Nevada, Arizona and California), “MTA” (a one-year average of the monthly average yields of U.S. treasury securities) and the “Prime Rate” (an interest rate

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	charged by banks for short-term loans to their most creditworthy customers).
	The related prospectus supplement will specify the certificate balance, notional amount and/or pass-through rate (or, in the case of a variable or adjustable pass-through rate, the method for determining such rate), as applicable, for each class of offered certificates.
	Distributions of interest with respect to one or more classes of certificates may not commence until the occurrence of certain events, such as the retirement of one or more other classes of certificates, and interest accrued with respect to a class of such certificates prior to the occurrence of such an event will either be added to the certificate balance thereof or otherwise deferred as described in the related prospectus supplement. Distributions of interest with respect to one or more classes of certificates may be reduced to the extent of certain delinquencies, losses and other contingencies described in this prospectus and in the related prospectus supplement. See “Risk Factors—Prepayments May Reduce the Average Life of Your Certificates” and “—Prepayments May Reduce the Yield on Your Certificates,” “Yield and Maturity Considerations—Certain Shortfalls in Collections of Interest” and “Description of the Certificates—Distributions of Interest on the Certificates.”
Distributions of Principal of the Certificates	Each class of certificates of each series (other than certain classes of interest-only certificates and certain classes of residual certificates) will have a certificate balance. The certificate balance of a class of certificates outstanding from time to time will represent the maximum amount that you are then entitled to receive in respect of principal from future cash flow on the assets in the related trust fund. As described in each prospectus supplement, distributions of principal with respect to the related series of certificates will be made on each distribution date to the holders of the class or classes of certificates of such series until the certificate balances of such certificates have been reduced to zero.
	As described in each prospectus supplement, distributions of principal with respect to one or more classes of certificates:
	●	may be made at a rate that is faster (and, in some cases, substantially faster) or slower (and, in some cases, substantially slower) than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund;
	●	may not commence until the occurrence of certain events, such as the retirement of one or more other classes or certificates of the same series; or
	●	may be made, subject to certain limitations, based on a specified principal payment schedule.
	Unless the related prospectus supplement provides otherwise, distributions of principal of any class of offered certificates will be made on a pro rata basis among all of the certificates of such class. See “Description of the Certificates—Distributions of Principal of the Certificates.”

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Credit Support and Cash Flow Agreements	Partial or full protection against certain defaults and losses on the mortgage assets in the related trust fund may be provided to one or more classes of certificates of the related series in the form of subordination of one or more other classes of certificates of such series or by one or more other types of credit support, which may include:
	●	a letter of credit,
	●	a loan insurance policy,
	●	a certificate insurance policy,
	●	a guarantee,
	●	cross-support provisions,
	●	a surety bond,
	●	a reserve fund, or
	●	a combination of the items described above.
	In addition, a trust fund may include:
	●	guaranteed investment contracts pursuant to which moneys held in the funds and accounts established for the related series will be invested at a specified rate; or
	●	interest rate exchange agreements, interest rate cap or floor agreements to reduce the effects of interest rate fluctuations on the mortgage assets or on one or more classes of certificates or to alter the payment characteristics of the cash flows from a trust fund.
	The related prospectus supplement for a series of offered certificates will provide certain relevant information regarding any applicable credit support or cash flow agreement. See “Risk Factors—Any Credit Support For Your Offered Certificates May Be Insufficient to Protect You Against All Potential Losses,” “Description of the Trust Funds—Credit Support” and “—Cash Flow Agreements” and “Description of Credit Support.”
Advances	If the related prospectus supplement so provides, the master servicer, the special servicer, the trustee, any provider of credit support and/or any other specified person may be obligated to make, or have the option of making, certain advances with respect to delinquent scheduled payments of principal and/or interest on mortgage loans included in the related trust fund or for property protection expenses. Any such advances made with respect to a particular mortgage loan will be reimbursable from subsequent recoveries in respect of such mortgage loan and otherwise to the extent described in this prospectus and in the related prospectus supplement. See “Description of the Certificates—Advances.” Any entity making advances may be entitled to receive interest on such advances, which will be payable from amounts in the related trust fund. See “Description of the Certificates—Advances.”

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	If a trust fund includes mortgage participations, pass-through certificates or mortgage-backed securities, the related prospectus supplement will describe any comparable advancing obligation of a party to the related pooling and servicing agreement, or of a party to the related indenture or similar agreement.
Optional Termination	If the related prospectus supplement so provides, a series of certificates may be subject to optional early termination through the purchase of the mortgage assets in the related trust fund by the party or parties specified in the related prospectus supplement, under the circumstances and in the manner set forth in the related prospectus supplement. If the related prospectus supplement so provides, upon the reduction of the certificate balance of a specified class or classes of certificates by a specified percentage or amount or upon a specified date, a party specified in such prospectus supplement may be authorized or required to solicit bids for the purchase of all of the mortgage assets of the related trust fund, or of a sufficient portion of such mortgage assets to retire such class or classes, under the circumstances and in the manner set forth in the prospectus supplement. If any class of certificates has an optional termination feature that may be exercised when 25% or more of the original principal balance of the mortgage assets in the related trust fund is still outstanding, the title of such class of certificates will include the word “callable.” See “Description of the Certificates—Termination” in this prospectus.
Repurchases and Substitutions of Mortgage Assets; Acquisition of Additional Mortgage Assets	If and to the extent described in the related prospectus supplement, Deutsch Mortgage & Asset Receiving Corporation, a mortgage asset seller or another specified person or entity may make or assign to or for the benefit of one of our trusts various representations and warranties, or may be obligated to deliver to one of our trusts various documents, in either case relating to some or all of the mortgage assets transferred to that trust. A material breach of one of those representations and warranties or a failure to deliver a material document may, under the circumstances described in the related prospectus supplement, give rise to an obligation to repurchase the affected mortgage asset(s) out of the subject trust or to replace the affected mortgage asset(s) with other mortgage asset(s) that satisfy the criteria specified in the related prospectus supplement or to reimburse the related trust fund for any related losses. See “Description of the Pooling Agreements—Assignment of Mortgage Loans—Repurchases” and “—Representations and Warranties—Repurchases” herein.
	In addition, if so specified in the related prospectus supplement, if a mortgage loan backing a series of certificates defaults, it may be subject to a fair value purchase option or other purchase option under the related pooling and servicing agreement or another agreement, or may be subject to a purchase option on the part of another lender whose loan is secured by the related real estate collateral or by a security interest in the equity in the related borrower. Further, if so specified in the related prospectus supplement, a special servicer or other specified party for a trust fund may be obligated to sell a mortgage asset that is in default. See “Description of the Pooling Agreements—Realization Upon Defaulted Mortgage Loans” herein.

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	In general, the initial total principal balance of the mortgage assets in a trust will equal or exceed the initial total principal balance of the related certificates. If the initial total principal balance of the related mortgage assets is less than the initial total principal balance of any series, we may arrange an interim deposit of cash or liquid investments with the trustee to cover the shortfall. For the period specified in the related prospectus supplement, following the initial issuance of that series, we will be entitled to obtain a release of the deposited cash or investments in exchange for the deposit of a corresponding amount of mortgage assets. If we fail to deliver mortgage assets sufficient to make up the entire shortfall within that specified period, any of the cash or investments remaining on deposit with the related trustee will be used to pay down the principal balance of the related certificates, as described in the related prospectus supplement.
	If so specified in the related prospectus supplement, the related trustee may be authorized or required to apply collections on the mortgage assets underlying a series of offered certificates to acquire new mortgage assets that conform to the description of mortgage assets in this prospectus, and satisfy the criteria set forth in the related prospectus supplement.
	If the subject securitization transaction involves a prefunding or revolving period, then we will indicate in the related prospectus supplement, certain characteristics of such prefunding or revolving period.  No prefunding period will extend for more than one year from the date of issuance of any related class or series of certificates and the portion of the proceeds of the offering of such certificates deposited in the prefunding account will not exceed 50% of the proceeds of such offering.  No revolving period will extend for more than three years from the date of issuance of any related class or series of certificates and the additional pool assets acquired during the revolving period will be of the same general character as the original pool assets.  See “Description of the Trust Funds—General” herein.
Registration of Book-Entry Certificates	If the related prospectus supplement so provides, one or more classes of the offered certificates will be offered in book-entry form through the facilities of the Depository Trust Company. Each class of book-entry certificates will be initially represented by one or more global certificates registered in the name of a nominee of the Depository Trust Company. No person acquiring an interest in a class of book-entry certificates will be entitled to receive definitive certificates of that class in fully registered form, except under the limited circumstances described in this prospectus. See “Risk Factors—Book-Entry System for Certain Classes May Decrease Liquidity and Delay Payment” and “Description of the Certificates—Book-Entry Registration and Definitive Certificates.”

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Certain Federal Income Tax Consequences	The Certificates of each series will constitute or evidence ownership of either:
	●	“regular interests” and “residual interests” in a trust fund, or a designated portion thereof, treated as “real estate mortgage investment conduit” under Sections 860A through 860G of the Internal Revenue Code of 1986, or
	●	interests in a trust fund treated as a grantor trust under applicable provisions of the Internal Revenue Code of 1986.
	You should consult your tax advisor concerning the specific tax consequences to you of the purchase, ownership and disposition of the offered certificates and you should review “Certain Federal Income Tax Consequences” in this prospectus and in the related prospectus supplement.
ERISA Considerations	If you are a fiduciary of any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts, annuities, Keogh plans, and collective investment funds and separate accounts in which such plans, accounts, annuities or arrangements are invested, that is subject to the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, you should review with your legal advisor whether the purchase or holding of offered certificates could give rise to a transaction that is prohibited or is not otherwise permissible under the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986. See “Certain ERISA Considerations” in this prospectus and “ERISA Considerations” in the related prospectus supplement.
Legal Investment	Your offered certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended, only if the related prospectus supplement so provides. If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities, you may be subject to restrictions on investment in the Offered Certificates and should consult your legal advisor to determine the suitability and consequences of the purchase, ownership, and sale of the offered certificates. See “Legal Investment” in this prospectus and in the related prospectus supplement.
Rating	At their respective dates of issuance, each class of offered certificates will be rated not lower than investment grade by one or more nationally recognized statistical rating agencies. See “Rating” in this prospectus and in the related prospectus supplement.

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RISK FACTORS

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

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

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

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

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

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

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

● prevailing interest rates.

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

The market value of your offered certificates will also be influenced by the supply of and demand for commercial mortgage-backed securities generally. The supply of commercial mortgage-backed securities will depend on, among other things, the amount of commercial and multifamily mortgage loans, whether newly originated or held in portfolio, that are available for securitization. A number of factors will affect investors’ demand for commercial mortgage-backed securities, including:

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

● legal and other restrictions that prohibit a particular entity from investing in commercial mortgage-backed securities or limit the amount or types of commercial mortgage-backed securities that it may acquire,

● investors’ perceptions regarding the commercial and multifamily real estate markets, which may be adversely affected by, among other things, a decline in real estate values or an increase in defaults and foreclosures on mortgage loans secured by income-producing properties, and

● investors’ perceptions regarding the capital markets in general, which may be adversely affected by political, social and economic events that may be completely unrelated to the commercial and multifamily real estate markets.

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

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

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

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

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

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

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

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

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

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Credit Support May Not Cover All Types of Losses. Use of credit support will be subject to the conditions and limitations described in this prospectus and in the related prospectus supplement. Moreover, such credit support may not cover all potential losses or risks. For example, credit support may or may not cover loss by reason of fraud or negligence by a mortgage loan originator or other parties. Any losses not covered by credit support may, at least in part, be allocated to one or more classes of your offered certificates.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

● to a disproportionately large share of such prepayments, or

● to a disproportionately small share of such prepayments.

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

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

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

Prepayments May Reduce the Yield on Your Certificates. Your offered certificates may be offered at a premium or discount. If you purchased your offered certificates at a premium or discount, the yield on your offered certificates will be sensitive, and in some cases extremely sensitive, to prepayments on the mortgage loans and, where the amount of interest payable with respect to a class is disproportionately large, as compared to the amount of principal, a holder might fail to recover its original investment. If you purchase your offered certificate at a discount, you should consider the risk that a slower than anticipated rate of principal payments on the mortgage loans could result in an actual yield that is lower than your anticipated yield. If you purchase your offered certificates at a premium, you should consider the risk that a faster than anticipated rate of principal payments could result in an actual yield that is lower than your anticipated yield. The rate and timing of principal prepayments on pools of mortgage loans varies among pools and is influenced by a variety of economic, demographic, geographic, social, tax and legal factors. Accordingly, neither you nor we can predict the rate and timing of principal prepayments on the mortgage loans underlying your offered certificates.

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

Even if losses on the mortgage loans are not borne by your certificates, those losses may affect the weighted average life and yield to maturity of your certificates. This may be so, because those losses lead to your certificates having a higher percentage ownership interest in the trust and related distributions of principal payments on the mortgage loans than would otherwise have been the case and the related prepayment may affect the pass through rate on your certificates. The effect on the weighted average life and yield to maturity of your certificates will depend upon the characteristics of the remaining mortgage loans.

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

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

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

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

● any rental income based on the net profits of a tenant or sub-tenant or allocable to a service that is non-customary in the area and for the type of building involved.

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

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Ratings Do Not Guaranty Payment

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

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

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

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

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

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

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

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

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

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

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

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

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

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

● declines in real estate values;

● declines in rental or occupancy rates;

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

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

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

● civil disturbances such as riots; and

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

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

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

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

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

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

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

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

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

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

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

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

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

● responding to changes in the local market;

● planning and implementing the rental structure;

● operating the property and providing building services;

● managing operating expenses; and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

● prevailing interest rates;

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

● the borrower’s financial condition;

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

● changes in zoning or tax laws;

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

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

● changes in competition in the relevant area;

● changes in rental rates in the relevant area;

● changes in governmental regulation and fiscal policy;

● prevailing general and regional economic conditions;

● the state of the fixed income and mortgage markets; and

● the availability of credit for multifamily rental or commercial properties.

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

The related master servicer or special servicer may, subject to limits set forth in the related pooling agreement, extend and modify mortgage loans that are in default or as to which a payment default is imminent in order to maximize recoveries on such mortgage loans. See “Description of the Pooling Agreements—Realization Upon Defaulted Mortgage Loans.” The related master servicer or special servicer is only required to determine that any such extension or modification is reasonably likely to produce a greater recovery than a liquidation of the real property securing such mortgage loan. There is a risk that the decision of the master servicer or special servicer to extend or modify a mortgage loan may not in fact produce a greater recovery on your certificates.

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

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

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

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

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

● the circumstances would render the acceleration unconscionable.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

● war;

● revolution;

● terrorism;

● nuclear, biological or chemical materials;

● governmental actions;

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● floods and other water-related causes;

● earth movement, including earthquakes, landslides and mudflows;

● wet or dry rot;

● vermin; and

● domestic animals.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Risks Related to Terrorist Attacks and Military Conflict

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

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

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

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

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

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

Some Certificates May Not Be Appropriate for ERISA Plans

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

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

On September 15, 2009, the IRS issued Revenue Procedure 2009-45 easing the tax requirements for a servicer to modify a commercial or multifamily mortgage loan held in a REMIC or grantor trust by interpreting the circumstances when default is “reasonably foreseeable” to include those where the servicer reasonably believes that there is a “significant risk of default” with respect to the mortgage loan upon maturity of the loan or at an earlier date, and that by making such modification the risk of default is substantially reduced. Accordingly, if the servicer or the special servicer determined that the mortgage loan was at significant risk of default and permitted one or more modifications otherwise consistent with the terms of the related pooling and servicing agreement, any such modification may impact the timing of payments and ultimate recovery on the mortgage loan, and likewise on one or more classes of certificates in the related series, and the tax status of the REMIC.

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

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

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

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

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Certain Federal Tax Considerations Regarding Original Issue Discount

Certain classes of certificates of a series may be issued with “original issue discount” for federal income tax purposes, which generally will result in recognition of some taxable income in advance of the receipt of cash attributable to that income. Accordingly, investors must have sufficient sources of cash to pay any federal, state or local taxes with respect to original issue discount. See “Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates.”

Bankruptcy Proceedings Entail Certain Risks

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

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

A bankruptcy court may also —

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

● reduce monthly payments due under a mortgage loan;

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

● otherwise alter a mortgage loan’s repayment schedule.

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

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

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

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

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

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

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

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

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

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

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

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

Inclusion of Delinquent Mortgage Loans in a Mortgage Asset Pool

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

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

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

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

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

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

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

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

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

THE SPONSOR

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

GACC is a wholly-owned subsidiary of Deutsche Bank Americas Holding Corp., which in turn is a wholly-owned subsidiary of Deutsche Bank AG, a German corporation. GACC is an affiliate of Deutsche Bank Securities Inc., one of the Underwriters and an affiliate of the Depositor. The principal offices of GACC are located at 60 Wall Street, New York, New York 10005.

GACC is engaged in the origination of commercial mortgage loans with the primary intent to sell the loans within a short period of time subsequent to origination into a commercial mortgage backed securities primary issuance securitization or through a sale of whole loan interests to third party investors. GACC originates loans primarily for securitization; however GACC also originates subordinate mortgage loans or subordinate participation interests in mortgage loans, and mezzanine loans (loans secured by equity interests in entities that own commercial real estate), for sale to third party investors.

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

GACC, through another wholly owned subsidiary, Deutsche Bank Berkshire Mortgage, Inc. (“DBBM”) is one of the leading originators and seller-servicers of agency (Fannie Mae, Federal Home Loan Mortgage Corporation, Federal Housing Administration) commercial mortgage loans. DBBM is one of the largest originators and servicers in Fannie Mae’s DUS (Delegated Underwriting and Servicing) program. DBBM sells its loan originations in the form of certificates directly to third party investors at the time of loan origination.

OTHER SPONSORS, MORTGAGE LOAN SELLERS AND ORIGINATORS

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

THE DEPOSITOR

The depositor is a special purpose corporation incorporated in the State of Delaware on March 22, 1996, for the purpose of engaging in the business, among other things, of acquiring and depositing mortgage assets in trust in exchange for certificates evidencing interest in such trusts and selling or otherwise distributing such certificates. The principal executive offices of the depositor are located at 60 Wall Street, New York, New York 10005. The telephone number is (212) 250-2500. The depositor’s capitalization is nominal. All of the shares of capital stock of the depositor are held by DB U.S. Financial Markets Holding Corporation. See “The Depositor” in the prospectus supplement.

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

DESCRIPTION OF THE TRUST FUNDS

General

The primary assets of each trust fund will consist of:

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

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

● a combination of mortgage loans and MBS.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Mortgage Loans

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

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

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

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

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

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

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

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

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

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

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

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

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

● non-cash items such as depreciation and amortization,

● capital expenditures, and

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

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

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

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

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

● the Value of the related mortgaged property.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

A mortgage loan

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

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

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

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

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

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

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

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

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

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

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

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

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

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

● information regarding the payment characteristics of the mortgage loans, including, without limitation, balloon payment and other amortization provisions, Lock-out Periods and Prepayment Premiums,

● the Debt Service Coverage Ratios of the mortgage loans (either at origination or as of a more recent date), or the range thereof, and the weighted average of such Debt Service Coverage Ratios, and

● the geographic distribution of the mortgaged properties on a state-by-state (or other jurisdiction) basis.

In appropriate cases, the related prospectus supplement will also contain certain information available to the depositor that pertains to the provisions of leases and the nature of tenants of the mortgaged properties.

If any mortgage loan, or group of related mortgage loans, constitutes a 10% or greater concentration of credit risk, financial statements or other financial information with respect to the related mortgaged property or mortgaged properties will be included in the related prospectus supplement.

If and to the extent available and relevant to an investment decision in the offered certificates of the related series, information regarding the prepayment experience of a master servicer’s multifamily and/or commercial mortgage loan servicing portfolio will be included in the related prospectus supplement. However, many servicers do not maintain records regarding such matters or, at least, not in a format that can be readily aggregated. In addition, the relevant characteristics of a master servicer’s servicing portfolio may be so materially different from those of the related mortgage asset pool that such prepayment experience would not be meaningful to an investor. For example, differences in geographic dispersion, property type and/or loan terms (e.g., mortgage rates, terms to maturity and/or prepayment restrictions) between the two pools of loans could render the master servicer’s prepayment experience irrelevant. Because of the nature of the assets to be serviced and administered by a special

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servicer, no comparable prepayment information will be presented with respect to the special servicer’s multifamily and/or commercial mortgage loan servicing portfolio.

MBS

MBS may include

● private-label (that is, not issued, insured or guaranteed by the United States or any agency or instrumentality thereof) mortgage participations, mortgage pass-through certificates or other mortgage-backed securities or

● certificates issued and/or insured or guaranteed by the Federal Home Loan Mortgage Corporation (“FHLMC”), the Federal National Mortgage Association (“FNMA”), the Governmental National Mortgage Association (“GNMA”) or the Federal Agricultural Mortgage Corporation (“FAMC”),

provided that each MBS will evidence an interest in, or will be secured by a pledge of, mortgage loans that conform to the descriptions of the mortgage loans contained herein or have such other characteristics specified in the related prospectus supplement.

Each MBS included in a mortgage asset pool either will have been previously registered under the Securities Act of 1933, as amended, or each of the following will have been satisfied with respect to the MBS: (1) neither the issuer of the MBS nor any of its affiliates has a direct or indirect agreement, arrangement, relationship or understanding relating to the MBS and the related series of securities to be issued; (2) neither the issuer of the MBS nor any of its affiliates is an affiliate of the sponsor, depositor, issuing entity or underwriter of the related series of securities to be issued and (3) the depositor would be free to publicly resell the MBS without registration under the Securities Act of 1933, as amended.

Any MBS will have been issued pursuant to a participation and servicing agreement, a pooling and servicing agreement, an indenture or similar agreement (an “MBS Agreement”). The issuer of the MBS (the “MBS Issuer”) and/or the servicer of the underlying mortgage loans (the “MBS Servicer”) will be parties to the MBS Agreement, generally together with a trustee (the “MBS Trustee”) or, in the alternative, with the original purchaser or purchasers of the MBS.

The MBS may have been issued in one or more classes with characteristics similar to the classes of certificates described herein. Distributions in respect of the MBS will be made by the MBS Issuer, the MBS Servicer or the MBS Trustee on the dates specified in the related prospectus supplement. The MBS Issuer or the MBS Servicer or another person specified in the related prospectus supplement may have the right or obligation to repurchase or substitute assets underlying the MBS after a certain date or under other circumstances specified in the related prospectus supplement.

Reserve funds, subordination or other credit support similar to that described for the certificates under “Description of Credit Support” may have been provided with respect to the MBS. The type, characteristics and amount of such credit support, if any, will be a function of the characteristics of the underlying mortgage loans and other factors and generally will have been established on the basis of the requirements of any rating agency that may have assigned a rating to the MBS, or by the initial purchasers of the MBS.

The prospectus supplement for a series of certificates that evidence interests in MBS will specify:

● the aggregate approximate initial and outstanding principal amount(s) and type of the MBS to be included in the trust fund,

● the original and remaining term(s) to stated maturity of the MBS, if applicable,

● the pass-through or bond rate(s) of the MBS or the formula for determining such rate(s),

● the payment characteristics of the MBS,

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● the MBS Issuer, MBS Servicer and MBS Trustee, as applicable, of each of the MBS,

● a description of the related credit support, if any,

● the circumstances under which the related underlying mortgage loans, or the MBS themselves, may be purchased prior to their maturity,

● the terms on which mortgage loans may be substituted for those originally underlying the MBS,

● if the MBS Issuer is required to file reports under the Securities Exchange Act of 1934, as amended, how to locate such reports of the MBS Issuer;

● the market price of the MBS and the basis on which the market price was determined;

● the type of mortgage loans underlying the MBS and, to the extent appropriate under the circumstances, such other information in respect of the underlying mortgage loans described under “—Mortgage Loans—Mortgage Loan Information in Prospectus Supplements,” and

● the characteristics of any cash flow agreements that relate to the MBS.

If specified in the prospectus supplement for a series of certificates, a trust fund may contain one or more MBS issued by the depositor that each represent an interest in one or more mortgage loans. The prospectus supplement for a series will contain the disclosure concerning the MBS described in the preceding paragraph and, in particular, will disclose such mortgage loans appropriately in light of the percentage of the aggregate principal balance of all assets represented by the principal balance of the MBS.

The depositor will provide the same information regarding the MBS in any trust fund in its reports filed under the Securities Exchange Act of 1934 with respect to such trust fund as was provided by the related MBS Issuer in its own such reports if such MBS was publicly offered or the reports the related MBS Issuer provides the related MBS Trustee if such MBS was privately issued.

Certificate Accounts

Each trust fund will include one or more accounts (collectively, the “Certificate Account”) established and maintained on behalf of the certificateholders into which all payments and collections received or advanced with respect to the mortgage assets and other assets in the trust fund will be deposited to the extent described herein and in the related prospectus supplement. See “Description of the Pooling Agreements—Certificate Account.”

Credit Support

If so provided in the prospectus supplement for a series of certificates, partial or full protection against certain defaults and losses on the mortgage assets in the related trust fund may be provided to one or more classes of certificates of such series in the form of subordination of one or more other classes of certificates of such series or by one or more other types of credit support, which may include

● a letter of credit,

● a loan insurance policy,

● a certificate insurance policy,

● a guarantee,

● a surety bond,

● cross-support provisions,

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● a reserve fund,

● or any combination thereof (any such coverage with respect to the certificate of any series, “Credit Support”).

The amount and types of such credit support, the identity of the entity providing it (if applicable) and related information with respect to each type of Credit Support, if any, will be set forth in the prospectus supplement for a series of certificates. See “Risk Factors—Any Credit Support For Your Offered Certificates May Be Insufficient” and “Description of Credit Support.”

Cash Flow Agreements

If so provided in the prospectus supplement for a series of certificates, the related trust fund may include

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

● interest rate exchange agreements, or

● interest rate cap or floor agreements,

each of which is designed to reduce the effects of interest rate fluctuations on the mortgage assets on one or more classes of certificates or alter the payment characteristics of the cash flows from the trust fund (any such agreement, a “Cash Flow Agreement”).

The principal terms of any such Cash Flow Agreement, including, without limitation, provisions relating to the timing, manner and amount of payments thereunder and provisions relating to the termination thereof, will be described in the related prospectus supplement. The related prospectus supplement will also identify the obligor under the Cash Flow Agreement.

YIELD AND MATURITY CONSIDERATIONS

General

The yield on any offered certificate will depend on the price paid by the certificateholder, the pass-through rate of the certificate and the amount and timing of distributions on the certificate. See “Risk Factors—Prepayments May Reduce the Average Life of Your Certificates.” The following discussion contemplates a trust fund that consists solely of mortgage loans. While the characteristics and behavior of mortgage loans underlying an MBS can generally be expected to have the same effect on the yield to maturity and/or weighted average life of a class of certificates as will the characteristics and behavior of comparable mortgage loans, the effect may differ due to the payment characteristics of the MBS. If a trust fund includes MBS, the related prospectus supplement will discuss the effect, if any, that the payment characteristics of the MBS may have on the yield to maturity and weighted average lives of the offered certificates of the related series.

Pass-Through Rate

The certificates of any class within a series may have a fixed, variable or adjustable pass-through rate, which may or may not be based upon the interest rates borne by the mortgage loans in the related trust fund. The prospectus supplement with respect to any series of certificates will specify

● the pass-through rate for each class of offered certificates of such series or, in the case of a class of offered certificates with a variable or adjustable pass-through rate, the method of determining the pass-through rate,

● the effect, if any, of the prepayment of any mortgage loan on the pass-through rate of one or more classes of offered certificates,

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● and whether the distributions of interest on the offered certificates of any class will be dependent, in whole or in part, on the performance of any obligor under a Cash Flow Agreement.

Payment Delays

With respect to any series of certificates, a period of time will elapse between the date upon which payments on the mortgage loans in the related Trust Fund are due and the distribution date on which such payments are passed through to certificateholders. That delay will effectively reduce the yield that would otherwise be produced if payments on such mortgage loans were distributed to certificateholders on the date they were due.

Certain Shortfalls in Collections of Interest

When a principal prepayment in full or in part is made on a mortgage loan, the borrower is generally charged interest on the amount of such prepayment only through the date of such prepayment, instead of through the due date for the next succeeding scheduled payment. However, interest accrued on any series of certificates and distributable thereon on any distribution date will generally correspond to interest accrued on the mortgage loans to their respective due dates during the related Due Period. A “Due Period” will be a specified time period (generally corresponding in length to the period between distribution dates) and all scheduled payments on the mortgage loans in the related trust fund that are due during a given Due Period will, to the extent received by a specified date (the “Determination Date”) or otherwise advanced by the related master servicer, special servicer or other specified person, be distributed to the holders of the certificates of such series on the next succeeding distribution date. Consequently, if a prepayment on any mortgage loan is distributable to certificateholders on a particular distribution date, but such prepayment is not accompanied by interest thereon to the due date for such mortgage loan in the related Due Period, then the interest charged to the borrower (net of servicing and administrative fees) may be less (such shortfall, a “Prepayment Interest Shortfall”) than the corresponding amount of interest accrued and otherwise payable on the certificates of the related series. If and to the extent that any such shortfall is allocated to a class of offered certificates, the yield thereon will be adversely affected. The prospectus supplement for each series of certificates will describe the manner in which any such shortfalls will be allocated among the classes of such certificates. The related prospectus supplement will also describe any amounts available to offset such shortfalls.

Yield and Prepayment Considerations

A certificate’s yield to maturity will be affected by the rate of principal payments on the mortgage loans in the related trust fund and the allocation thereof to reduce the principal balance (or notional amount, if applicable) of such certificate. The rate of principal payments on the mortgage loans in any trust fund will in turn be affected by the amortization schedules thereof (which, in the case of ARM Loans, may change periodically to accommodate adjustments to the interest rates with respect to such mortgage loans), the dates on which any balloon payments are due, and the rate of principal prepayments thereon (including for this purpose, voluntary prepayments by borrowers and also prepayments resulting from liquidations of mortgage loans due to defaults, casualties or condemnations affecting the related mortgaged properties, or purchases of mortgage loans out of the related trust fund). Because the rate of principal prepayments on the mortgage loans in any trust fund will depend on future events and a variety of factors (as described below), we cannot assure you as to such rate.

The extent to which the yield to maturity of a class of offered certificates of any series may vary from the anticipated yield will depend upon the degree to which they are purchased at a discount or premium and when, and to what degree, payments of principal on the mortgage loans in the related trust fund are in turn distributed on such certificates (or, in the case of a class of interest-only certificates, result in the reduction of the Notional Amount thereof). If you purchase any offered certificates at a discount, you should consider the risk that a slower than anticipated rate of principal payments on the mortgage loans in the related trust fund could result in an actual yield to you that is lower than the yield you anticipated. If you purchase any offered certificates at a premium, you should consider the risk that a faster than anticipated rate of principal payments on such mortgage loans could result in an actual yield to you that is lower than the yield you anticipated. In addition, if you purchase an offered certificate at a discount (or premium), and principal payments are made in reduction of the principal balance or notional amount of your offered certificates at a rate slower (or faster) than the rate anticipated by you during any particular period, any consequent adverse effects on your yield would not be fully offset by a subsequent like increase (or decrease) in the rate of principal payments.

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In general, the Notional Amount of a class of interest-only certificates will either (i) be based on the principal balances of some or all of the mortgage assets or (ii) equal the Certificate Balances of one or more of the other classes of certificates of the same series. Accordingly, the yield on such interest-only certificates will be inversely related to the rate at which payments and other collections of principal are received on such mortgage assets or distributions are made in reduction of the Certificate Balances of such classes of certificates, as the case may be.

Consistent with the foregoing, if a class of certificates of any series consists of interest-only certificates or principal-only certificates, a lower than anticipated rate of principal prepayments on the mortgage loans in the related trust fund will negatively affect the yield to investors in principal-only certificates, and a higher than anticipated rate of principal prepayments on such mortgage loans will negatively affect the yield to investors in interest-only certificates. If the offered certificates of a series include any such certificates, the related prospectus supplement will include a table showing the effect of various constant assumed levels of prepayment on yields on such certificates. Such tables will be intended to illustrate the sensitivity of yields to various constant assumed prepayment rates and will not be intended to predict, or to provide information that will enable investors to predict, yields or prepayment rates.

The extent of prepayments of principal of the mortgage loans in any trust fund may be affected by a number of factors, including, without limitation,

● the availability of mortgage credit,

● the relative economic vitality of the area in which the mortgaged properties are located,

● the quality of management of the mortgaged properties,

● the servicing of the mortgage loans,

● possible changes in tax laws and other opportunities for investment.

In general, those factors which increase the attractiveness of selling a mortgaged property or refinancing a mortgage loan or which enhance a borrower’s ability to do so, as well as those factors which increase the likelihood of default under a mortgage loan, would be expected to cause the rate of prepayment in respect of any mortgage asset pool to accelerate. In contrast, those factors having an opposite effect would be expected to cause the rate of prepayment of any mortgage asset pool to slow.

The rate of principal payments on the mortgage loans in any trust fund may also be affected by the existence of Lock-out Periods and requirements that principal prepayments be accompanied by Prepayment Premiums, and by the extent to which such provisions may be practicably enforced. To the extent enforceable, such provisions could constitute either an absolute prohibition (in the case of a Lock-out Period) or a disincentive (in the case of a Prepayment Premium) to a borrower’s voluntarily prepaying its Mortgage Loan, thereby slowing the rate of prepayments.

The rate of prepayment on a pool of mortgage loans is likely to be affected by prevailing market interest rates for mortgage loans of a comparable type, term and risk level. When the prevailing market interest rate is below a mortgage coupon, a borrower may have an increased incentive to refinance its mortgage loan. Even in the case of ARM Loans, as prevailing market interest rates decline, and without regard to whether the interest rates on such ARM Loans decline in a manner consistent therewith, the related borrowers may have an increased incentive to refinance for purposes of either

● converting to a fixed rate loan and thereby “locking in” such rate or

● taking advantage of a different index, margin or rate cap or floor on another adjustable rate mortgage loan.

Therefore, as prevailing market interest rates decline, prepayment speeds would be expected to accelerate.

Depending on prevailing market interest rates, the outlook for market interest rates and economic conditions generally, some borrowers may sell mortgaged properties in order to realize their equity therein, to meet cash flow

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needs or to make other investments. In addition, some borrowers may be motivated by federal and state tax laws (which are subject to change) to sell mortgaged properties prior to the exhaustion of tax depreciation benefits. The depositor makes no representation as to the particular factors that will affect the prepayment of the mortgage loans in any trust fund, as to the relative importance of such factors, as to the percentage of the principal balance of such mortgage loans that will be paid as of any date or as to the overall rate of prepayment on such mortgage loans.

Weighted Average Life and Maturity

The rate at which principal payments are received on the mortgage loans in any trust fund will affect the ultimate maturity and the weighted average life of one or more classes of the certificates of such series. Weighted average life generally refers to the average amount of time that will elapse from the date of issuance of an instrument until each dollar allocable as principal of such instrument is repaid to the investor. The weighted average life and maturity of a class of certificates of any series will be influenced by the rate at which principal on the related mortgage loans, whether in the form of scheduled amortization or prepayments (for this purpose, the term “prepayment” includes voluntary prepayments by borrowers and also prepayments resulting from liquidations of mortgage loans due to default, casualties or condemnations affecting the related mortgaged properties and purchases of mortgage loans out of the related trust fund), is paid to such class. Prepayment rates on loans are commonly measured relative to a prepayment standard or model, such as the Constant Prepayment Rate (“CPR”) prepayment model or the Standard Prepayment Assumption (“SPA”) prepayment model. CPR represents an assumed constant rate of prepayment each month (expressed as an annual percentage) relative to the then outstanding principal balance of a pool of mortgage loans for the life of such loans. SPA represents an assumed variable rate of prepayment each month (expressed as an annual percentage) relative to the then outstanding principal balance of a pool of mortgage loans, with different prepayment assumptions often expressed as percentages of SPA. For example, a prepayment assumption of 100% of SPA assumes prepayment rates of 0.2% per annum of the then outstanding principal balance of such loans in the first month of the life of the loans and an additional 0.2% per annum in each month thereafter until the thirtieth month. Beginning in the thirtieth month, and in each month thereafter during the life of the loans, 100% of SPA assumes a constant prepayment rate of 6% per annum each month.

Neither CPR nor SPA nor any other prepayment model or assumption purports to be a historical description of prepayment experience or a prediction of the anticipated rate of prepayment of any particular pool of mortgage loans. Moreover, the CPR and SPA models were developed based upon historical prepayment experience for single-family mortgage loans. Thus, it is unlikely that the prepayment experience of the mortgage loans included in any trust fund will conform to any particular level of CPR or SPA.

The prospectus supplement with respect to each series of certificates will contain tables, if applicable, setting forth the projected weighted average life of each class of offered certificates of such series with a Certificate Balance, and the percentage of the initial Certificate Balance of each such class that would be outstanding on specified Distribution Dates, based on the assumptions stated in such prospectus supplement, including assumptions that prepayments on the related mortgage loans are made at rates corresponding to various percentages of CPR or SPA, or at such other rates specified in such prospectus supplement. Such tables and assumptions will illustrate the sensitivity of the weighted average lives of the certificates to various assumed prepayment rates and will not be intended to predict, or to provide information that will enable investors to predict, the actual weighted average lives of the certificates.

Controlled Amortization Classes and Companion Classes

A series of certificates may include one or more controlled amortization classes, which will entitle the holders of those certificates to receive principal distributions according to a specified principal payment schedule, which schedule is supported by creating priorities, as described in the related prospectus supplement, to receive principal payments from the mortgage loans in the related trust fund.  If so specified in the related prospectus supplement, each controlled amortization class will either be a planned amortization class or a targeted amortization class.  In general, a planned amortization class has a “prepayment collar,” that is, a range of prepayment rates that can be sustained without disruption, that determines the principal cash flow of those certificates.  That prepayment collar is not static, and may expand or contract after the issuance of the planned amortization class depending on the actual prepayment experience for the underlying mortgage loans.  Distributions of principal on a planned amortization

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class would be made in accordance with the specified schedule so long as prepayments on the underlying mortgage loans remain at a relatively constant rate within the prepayment collar and, as described below, companion classes exist to absorb “excesses” or “shortfalls” in principal payments on the underlying mortgage loans.  If the rate of prepayment on the underlying mortgage loans from time to time falls outside the prepayment collar, or fluctuates significantly within the prepayment collar, especially for any extended period of time, that event may have material consequences in respect of the anticipated weighted average life and maturity for a planned amortization class.  A targeted amortization class is structured so that principal distributions generally will be payable on it in accordance with its specified principal payments schedule so long as the rate of prepayments on the related mortgage assets remains relatively constant at the particular rate used in establishing that schedule.  A targeted amortization class will generally afford the holders of those certificates some protection against early retirement or some protection against an extended average life, but not both.

Although prepayment risk cannot be eliminated entirely for any class of certificates, a controlled amortization class will generally provide a relatively stable cash flow so long as the actual rate of prepayment on the mortgage loans in the related trust fund remains relatively constant at the rate, or within the range of rates, of prepayment used to establish the specific principal payment schedule for those certificates.  Prepayment risk with respect to a given pool of mortgage assets does not disappear, however, and the stability afforded to a controlled amortization class comes at the expense of one or more companion classes of the same series, any of which companion classes may also be a class of offered certificates.  In general, and as more particularly described in the related prospectus supplement, a companion class will entitle the holders of those certificates to a disproportionately large share of prepayments on the mortgage loans in the related trust fund when the rate of prepayment is relatively fast, and will entitle the holders of those certificates to a disproportionately small share of prepayments on the mortgage loans in the related trust fund when the rate of prepayment is relatively slow.  A class of certificates that entitles the holders of those certificates to a disproportionately large share of the prepayments on the mortgage loans in the related trust fund enhances the risk of early retirement of that class, or call risk, if the rate of prepayment is relatively fast; while a class of certificates that entitles the holders of those certificates to a disproportionately small share of the prepayments on the mortgage loans in the related trust fund enhances the risk of an extended average life of that class, or extension risk, if the rate of prepayment is relatively slow.  Thus, as described in the related prospectus supplement, a companion class absorbs some (but not all) of the “call risk” and/or “extension risk” that would otherwise belong to the related controlled amortization class if all payments of principal of the mortgage loans in the related trust fund were allocated on a pro rata basis.

Other Factors Affecting Yield, Weighted Average Life and Maturity

Balloon Payments; Extensions of Maturity. Some or all of the mortgage loans included in a particular trust fund may require that balloon payments be made at maturity. Because the ability of a borrower to make a balloon payment typically will depend upon its ability either to refinance the loan or to sell the related mortgaged property, there is a possibility that mortgage loans that require balloon payments may default at maturity, or that the maturity of such a mortgage loan may be extended in connection with a workout. In the case of defaults, recovery of proceeds may be delayed by, among other things, bankruptcy of the borrower or adverse conditions in the market where the property is located. In order to minimize losses on defaulted mortgage loans, the master servicer or the special servicer, to the extent and under the circumstances set forth herein and in the related prospectus supplement, may be authorized to modify mortgage loans that are in default or as to which a payment default is imminent. Any defaulted balloon payment or modification that extends the maturity of a mortgage loan may delay distributions of principal on a class of offered certificates and thereby extend the weighted average life of such certificates and, if such certificates were purchased at a discount, reduce the yield thereon.

Negative Amortization. The weighted average life of a class of certificates can be affected by mortgage loans that permit negative amortization to occur (that is, mortgage loans that provide for the current payment of interest calculated at a rate lower than the rate at which interest accrues thereon, with the unpaid portion of such interest being added to the related principal balance). Negative amortization on one or more mortgage loans in any trust fund may result in negative amortization on the offered certificates of the related series. The related prospectus supplement will describe, if applicable, the manner in which negative amortization in respect of the mortgage loans in any trust fund is allocated among the respective classes of certificates of the related series. The portion of any mortgage loan negative amortization allocated to a class of certificates may result in a deferral of some or all of the interest payable thereon, which deferred interest may be added to the Certificate Balance thereof. In addition, an

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ARM Loan that permits negative amortization would be expected during a period of increasing interest rates to amortize at a slower rate (and perhaps not at all) than if interest rates were declining or were remaining constant. Such slower rate of mortgage loan amortization would correspondingly be reflected in a slower rate of amortization for one or more classes of certificates of the related series. Accordingly, the weighted average lives of mortgage loans that permit negative amortization (and that of the classes of certificates to which any such negative amortization would be allocated or that would bear the effects of a slower rate of amortization on such mortgage loans) may increase as a result of such feature.

Negative amortization may occur in respect of an ARM Loan that

● limits the amount by which its scheduled payment may adjust in response to a change in its interest rate,

● provides that its scheduled payment will adjust less frequently than its interest rate or

● provides for constant scheduled payments notwithstanding adjustments to its interest rate.

Accordingly, during a period of declining interest rates, the scheduled payment on such a mortgage loan may exceed the amount necessary to amortize the loan fully over its remaining amortization schedule and pay interest at the then applicable interest rate, thereby resulting in the accelerated amortization of such mortgage loan. Any such acceleration in amortization of its principal balance will shorten the weighted average life of such mortgage loan and, correspondingly, the weighted average lives of those classes of certificates entitled to a portion of the principal payments on such mortgage loan.

The extent to which the yield on any offered certificate will be affected by the inclusion in the related trust fund of mortgage loans that permit negative amortization, will depend upon

● whether such offered certificate was purchased at a premium or a discount and

● the extent to which the payment characteristics of such mortgage loans delay or accelerate the distributions of principal on such certificate (or, in the case of a interest-only certificate, delay or accelerate the reduction of the notional amount thereof). See “—Yield and Prepayment Considerations” above.

Foreclosures and Payment Plans. The number of foreclosures and the principal amount of the mortgage loans that are foreclosed in relation to the number and principal amount of mortgage loans that are repaid in accordance with their terms will affect the weighted average lives of those mortgage loans and, accordingly, the weighted average lives of and yields on the certificates of the related series. Servicing decisions made with respect to the mortgage loans, including the use of payment plans prior to a demand for acceleration and the restructuring of mortgage loans in bankruptcy proceedings or otherwise, may also have an effect upon the payment patterns of particular mortgage loans and thus the weighted average lives of and yields on the certificates of the related series.

Losses and Shortfalls on the Mortgage Assets. The yield to holders of the offered certificates of any series will directly depend on the extent to which such holders are required to bear the effects of any losses or shortfalls in collections arising out of defaults on the mortgage loans in the related trust fund and the timing of such losses and shortfalls. In general, the earlier that any such loss or shortfall occurs, the greater will be the negative effect on yield for any class of certificates that is required to bear the effects thereof.

The amount of any losses or shortfalls in collections on the mortgage assets in any trust fund (to the extent not covered or offset by draws on any reserve fund or under any instrument of Credit Support) will be allocated among the respective classes of certificates of the related series in the priority and manner, and subject to the limitations, specified in the related prospectus supplement. As described in the related prospectus supplement, such allocations may be effected by

● a reduction in the entitlements to interest and/or the Certificate Balances of one or more such classes of certificates and/or

● establishing a priority of payments among such classes of certificates.

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The yield to maturity on a class of subordinate certificates may be extremely sensitive to losses and shortfalls in collections on the mortgage loans in the related trust fund.

Additional Certificate Amortization. One or more classes of certificates of any series may provide for distributions of principal thereof from

● amounts attributable to interest accrued but not currently distributable on one or more classes of Accrual Certificates,

● Excess Funds, or

● any other amounts described in the related prospectus supplement.

Unless otherwise defined in the related prospectus supplement, “Excess Funds” will, in general, represent that portion of the amounts distributable in respect of the certificates of any series on any distribution date that represent

● interest received or advanced on the mortgage assets in the related trust fund that is in excess of the interest currently accrued on the certificates of such series, or

● prepayment premiums, payments from Equity Participations or any other amounts received on the mortgage assets in the related trust fund that do not constitute interest thereon or principal thereof.

The amortization of any class of certificates out of the sources described in the preceding paragraph would shorten the weighted average life of such certificates and, if such certificates were purchased at a premium, reduce the yield thereon. The related prospectus supplement will discuss the relevant factors to be considered in determining whether distributions of principal of any class of certificates out of such sources is likely to have any material effect on the rate at which such certificates are amortized and the consequent yield with respect thereto.

DESCRIPTION OF THE CERTIFICATES

General

Each series of certificates will represent the entire beneficial ownership interest in the trust fund created pursuant to the related Pooling Agreement.

If the related prospectus supplement so provides, a class of certificates may have two or more component parts, each having characteristics that are otherwise described herein as being attributable to separate and distinct classes. For example, a class of certificates may have a Certificate Balance on which it accrues interest at a fixed, floating (which may be based on “LIBOR”, “CMT”, “COFI”, “MTA” or “Prime Rate”, as described under “—Distributions of Interest on the Certificates” below), variable or adjustable rate. Such class of Certificates may also have certain characteristics attributable to interest-only certificates insofar as it may also entitle the holders thereof to distributions of interest accrued on a Notional Amount at a different fixed, floating, variable or adjustable rate. In addition, a class of certificates may accrue interest on one portion of its Certificate Balance at one fixed, floating, variable or adjustable rate and on another portion of its Certificate Balance at a different fixed, floating, variable or adjustable rate.

Each class of offered certificates of a series will be issued in minimum denominations corresponding to the principal balances or, in case of certain classes of interest-only certificates or Residual Certificates, notional amounts or percentage interests, specified in the related prospectus supplement. If the related prospectus supplement so provides, one or more classes of offered certificates may be issued in fully registered, definitive form (such Certificates, “Definitive Certificates”) or may be offered in book-entry format (such Certificates, “Book-Entry Certificates”) through the facilities of DTC. The offered certificates of each series (if issued as Definitive Certificates) may be transferred or exchanged, subject to any restrictions on transfer described in the related prospectus supplement, at the location specified in the related prospectus supplement, without the payment of any service charges, other than any tax or other governmental charge payable in connection therewith. Interests in a class of Book-Entry Certificates will be transferred on the book-entry records of DTC and its participating organizations.

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If so specified in the related prospectus supplement, arrangements may be made for clearance and settlement through Clearstream Banking, société anonyme or the Euroclear System, if they are participants in DTC.

Distributions

Distributions on the certificates of each series will be made on each distribution date from the Available Distribution Amount for such series and such Distribution Date. The “Available Distribution Amount” for any series of certificates and any distribution date generally will refer to the total of all payments or other collections (or advances in lieu thereof) on, under or in respect of the mortgage assets and any other assets included in the related trust fund that are available for distribution to the holders of certificates of such series on such date. The particular components of the Available Distribution Amount for any series or class and distribution date will be more specifically described in the related prospectus supplement. If so specified in the related prospectus supplement, distributions for one or more classes of certificates may be based solely or primarily on specified mortgage assets or a specified group of mortgage assets in the trust fund.

Distributions on the certificates of each series (other than the final distribution in retirement of any such certificate) will be made to the persons in whose names such certificates are registered (which in the case of a series of Book-Entry Certificates may be the related depository) at the close of business on the last business day of the month preceding the month in which the applicable distribution date occurs (or such other record date as may be specified in the related prospectus supplement) (the “Record Date”), and the amount of each distribution will be determined as of the close of business on the date (the “Determination Date”) specified in the related prospectus supplement. All distributions with respect to each class of certificates on each distribution date will be allocated pro rata among the outstanding certificates in such class in proportion to the respective Percentage Interests evidenced thereby or in such other distribution priority as may be specified in the related prospectus supplement. Payments will be made either by wire transfer in immediately available funds to the account of a certificateholder at a bank or other entity having appropriate facilities therefor, if such certificateholder has provided the person required to make such payments with wiring instructions no later than the related Record Date or such other date specified in the related prospectus supplement (and, if so provided in the related prospectus supplement, such certificateholder holds certificates in the requisite amount or denomination specified therein), or by check mailed to the address of such certificateholder as it appears on the Certificate Register; provided, however, that the final distribution in retirement of any class of certificates (whether Definitive Certificates or Book-Entry Certificates) will be made only upon presentation and surrender of such certificates at the location specified in the notice to Certificateholders of such final distribution. The undivided percentage interest (the “Percentage Interest”) represented by an offered certificate of a particular class will be equal to the percentage obtained by dividing the initial principal balance or notional amount of such certificate by the initial Certificate Balance or Notional Amount of such class.

Distributions of Interest on the Certificates

Each class of certificates of each series (other than certain classes of principal-only certificates and certain classes of Residual Certificates that have no pass-through rate) may have a different pass-through rate, which in each case may be fixed, floating, variable or adjustable. The related prospectus supplement will specify the pass-through rate or, in the case of a floating, variable or adjustable pass-through rate, the method for determining the pass-through rate, for each class of offered certificates. Such interest rates may include, without limitation, a rate based on a specified portion of the interest on some or all of the related mortgage assets, a rate based on the weighted average of the interest rates for some or all of the related mortgage assets or a rate based on a differential between the rates on some or all of the related mortgage assets and the rates of some or all of the other certificates of the related series, or a rate based on a percentage or combination of any one or more of the foregoing rates.  Such interest rates may also be based on indices, including one-month, three-month, six-month and one-year “LIBOR” (an average of the interest rate on one-month, three-month, six-month or one-year dollar-denominated deposits traded between banks in London), “CMT” (weekly or monthly average yields of U.S. treasury short and long-term securities, adjusted to a constant maturity), “COFI” (an index of the weighted average interest rate paid by savings institutions in Nevada, Arizona and California), “MTA” (a one-year average of the monthly average yields of U.S. treasury securities) and the “Prime Rate” (an interest rate charged by banks for short-term loans to their most creditworthy customers).  Any interest rate may be subject to a maximum rate, including without limitation a maximum rate based on the weighted average interest rate of the mortgage assets or a portion thereof or a maximum rate based on funds available for payment, or may be subject to a minimum rate.

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If so specified in the related prospectus supplement, an interest rate exchange agreement may be used to permit issuance of a series or class of certificates that accrues interest on a different basis than the underlying assets; for example, one or more classes of floating rate certificates may be issued from a trust fund that contains fixed rate assets, or one or more classes of fixed rate certificates may be issued from a trust fund that contains floating rate assets, by using an interest rate exchange agreement to alter the payment characteristics of such assets.

The related prospectus supplement will specify whether interest on the certificates of each series will be calculated on the basis of a 360-day year consisting of twelve 30-day months, on an actual/360 basis or on another basis.

Distributions of interest with respect to one or more classes of certificates (collectively, “Accrual Certificates”) may not commence until the occurrence of certain events, such as the retirement of one or more other classes of certificates, and interest accrued with respect to a class of Accrual Certificates prior to the occurrence of such an event will either be added to the Certificate Balance thereof or otherwise deferred as described in the related prospectus supplement.

Distributions of interest in respect of any class of certificates (other than a class of Accrual Certificates, and other than any class of principal-only certificates or Residual Certificates that is not entitled to any distributions of interest) will be made on each distribution date based on the Accrued Certificate Interest for such class and such distribution date, subject to the sufficiency of that portion, if any, of the Available Distribution Amount allocable to such class on such distribution date. Prior to the time interest is distributable on any class of Accrual Certificates, the amount of Accrued Certificate Interest otherwise distributable on such class will be added to the Certificate Balance thereof on each distribution date or otherwise deferred as described in the related prospectus supplement.

With respect to each class of certificates (other than certain classes of interest-only certificates and certain classes of Residual Certificates), the “Accrued Certificate Interest” for each distribution date will be equal to interest at the applicable pass-through rate accrued for a specified period (generally the most recently ended calendar month) on the outstanding Certificate Balance of such class of certificates immediately prior to such distribution date.

The Accrued Certificate Interest for each distribution date on a class of interest-only certificates generally will be similarly calculated except that it will accrue on a Notional Amount that is either

● based on the principal balances of some or all of the mortgage assets (or portions thereof) in the related trust fund or

● equal to the Certificate Balances (or one or more portions thereof) of one or more other classes of certificates of the same series. Reference to a Notional Amount with respect to a class of interest-only certificates is solely for convenience in making certain calculations and does not represent the right to receive any distributions of principal or

● such other formula as may be specified in the related prospectus supplement.

If so specified in the related prospectus supplement, the amount of Accrued Certificate Interest that is otherwise distributable on (or, in the case of Accrual Certificates, that may otherwise be added to the Certificate Balance of) one or more classes of the certificates of a series may be reduced to the extent that any Prepayment Interest Shortfalls, as described under “Yield and Maturity Considerations—Certain Shortfalls in Collections of Interest,” exceed the amount of any sums that are applied to offset the amount of such shortfalls, or may be applied to cover interest shortfalls on other Classes of Certificates. The particular manner in which such shortfalls will be allocated among some or all of the classes of certificates of that series will be specified in the related prospectus supplement.

The related prospectus supplement will also describe the extent to which the amount of Accrued Certificate Interest that is otherwise distributable on (or, in the case of Accrual Certificates, that may otherwise be added to the Certificate Balance of) a class of offered certificates may be reduced as a result of any other contingencies, including delinquencies, losses and deferred interest on or in respect of the mortgage assets in the related trust fund. If so specified in the related prospectus supplement, any reduction in the amount of Accrued Certificate Interest otherwise distributable on a class of certificates by reason of the allocation to such class of a portion of any deferred interest on or in respect of the mortgage assets in the related trust fund will result in a corresponding increase in the Certificate

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Balance of such class. See “Risk Factors—Prepayments May Reduce the Average Life of Your Certificates” and “—Prepayments May Reduce the Yield on Your Certificates” and “Yield and Maturity Considerations—Certain Shortfalls in Collections of Interest.”

Distributions of Principal of the Certificates

Each class of certificates of each series (other than certain classes of interest-only certificates and certain classes of Residual Certificates) will have an initial stated principal amount (a “Certificate Balance”), which, at any time, will equal the then maximum amount that the holders of certificates of such class will be entitled to receive as principal out of the future cash flow on the mortgage assets and other assets included in the related trust fund. The outstanding Certificate Balance of a class of certificates will be reduced by distributions of principal made thereon from time to time and, if and to the extent so provided in the related prospectus supplement, further by any losses incurred in respect of the related mortgage assets allocated thereto from time to time. In turn, the outstanding Certificate Balance of a class of certificates may be increased as a result of any deferred interest on or in respect of the related mortgage assets being allocated thereto from time to time, and will be increased, in the case of a class of Accrual Certificates prior to the distribution date on which distributions of interest thereon are required to commence, by the amount of any Accrued Certificate Interest in respect thereof (reduced as described above). The initial aggregate Certificate Balance of all classes of a series of certificates will not be greater than the aggregate outstanding principal balance of the related mortgage assets as of a specified date (the “Cut-off Date”), after application of scheduled payments due on or before such date, whether or not received. The initial Certificate Balance of each class of a series of certificates will be specified in the related prospectus supplement. As and to the extent described in the related prospectus supplement, distributions of principal with respect to a series of certificates will be made on each distribution date to the holders of the class or classes of certificates of such series entitled thereto until the Certificate Balances of such certificates have been reduced to zero. Distributions of principal with respect to one or more classes of certificates may be made at a rate that is faster (and, in some cases, substantially faster) than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund. Distributions of principal with respect to one or more classes of certificates may not commence until the occurrence of certain events, such as the retirement of one or more other classes of certificates of the same series, or may be made at a rate that is slower (and, in some cases, substantially slower) than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund. In addition, distributions of principal on one or more classes of Certificates may be made solely or primarily from distributions of principal on specified mortgage assets or a specified group of mortgage assets in the trust fund.

Distributions of principal with respect to one or more classes of certificates (each such class, a “Controlled Amortization Class”) may be made, subject to available funds, based on a specified principal payment schedule. Distributions of principal with respect to one or more other classes of certificates (each such class, a “Companion Class”) may be contingent on the specified principal payment schedule for a Controlled Amortization Class of the same series and the rate at which payments and other collections of principal on the mortgage assets in the related trust fund are received. Distributions of principal of any class of offered certificates will be made on a pro rata basis among all of the certificates of such class, or in such other distribution priority as may be specified in the related prospectus supplement.

Distributions on the Certificates in Respect of Prepayment Premiums or in Respect of Equity Participations

If so provided in the related prospectus supplement, Prepayment Premiums or payments in respect of Equity Participations received on or in connection with the mortgage assets in any trust fund will be distributed on each distribution date to the holders of the class of certificates of the related series entitled thereto in accordance with the provisions described in such prospectus supplement. Alternatively, such items may be retained by the depositor or any of its affiliates or by any other specified person and/or may be excluded as trust assets.

Allocation of Losses and Shortfalls

The amount of any losses or shortfalls in collections on the mortgage assets in any trust fund (to the extent not covered or offset by draws on any reserve fund or under any instrument of Credit Support) will be allocated among the respective classes of certificates of the related series in the priority and manner, and subject to the limitations,

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specified in the related prospectus supplement. As described in the related prospectus supplement, such allocations may be effected by

● a reduction in the entitlements to interest and/or the Certificate Balances of one or more such classes of certificates and/or

● establishing a priority of payments among such classes of certificates. See “Description of Credit Support.”

Advances

If and to the extent provided in the related prospectus supplement, if a trust fund includes mortgage loans, the master servicer, the special servicer, the trustee, any provider of Credit Support and/or any other specified person may be obligated to advance, or have the option of advancing, on or before each distribution date, from its or their own funds or from excess funds held in the related Certificate Account that are not part of the Available Distribution Amount for the related series of certificates for such distribution date, an amount up to the aggregate of any payments of principal (other than the principal portion of any balloon payments) and interest that were due on or in respect of such mortgage loans during the related Due Period and were delinquent on the related determination date.

In addition, if so specified in the related prospectus supplement, advances may also be made to cover property protection expenses, such as, for example, taxes, insurance payments and ground rent, and other servicing expenses, such as, for example, the costs of realizing on a defaulted mortgage loan, or any other items specified in the related prospectus supplement.

Advances are intended to maintain a regular flow of scheduled interest and principal payments to holders of the class or classes of certificates entitled thereto, rather than to guarantee or insure against losses. Accordingly, all advances made out of a specific entity’s own funds will be reimbursable out of related recoveries on the mortgage loans (including amounts drawn under any fund or instrument constituting Credit Support) respecting which such advances were made (as to any mortgage loan, “Related Proceeds”) and such other specific sources as may be identified in the related prospectus supplement, including, in the case of a series that includes one or more classes of subordinate certificates, if so identified, collections on other mortgage assets in the related trust fund that would otherwise be distributable to the holders of one or more classes of such subordinate certificates. No advance will be required to be made by a master servicer, special servicer or trustee if, in the judgment of the master servicer, special servicer or trustee, as the case may be, such advance would not be recoverable from Related Proceeds or another specifically identified source (any such advance, a “Nonrecoverable Advance”); and, if previously made by a master servicer, special servicer or trustee, a Nonrecoverable Advance will be reimbursable thereto from any amounts in the related Certificate Account prior to any distributions being made to the related series of certificateholders.

If advances have been made by a master servicer, special servicer, trustee or other entity from excess funds in a Certificate Account, such master servicer, special servicer, trustee or other entity, as the case may be, will be required to replace such funds in such Certificate Account on or prior to any future distribution date to the extent that funds in such Certificate Account on such distribution date are less than payments required to be made to the related series of certificateholders on such date. If so specified in the related prospectus supplement, the obligation of a master servicer, special servicer, trustee or other entity to make advances may be secured by a cash advance reserve fund or a surety bond. If applicable, information regarding the characteristics of, and the identity of any obligor on, any such surety bond, will be set forth in the related prospectus supplement.

If and to the extent so provided in the related prospectus supplement, any entity making advances will be entitled to receive interest on certain or all of such advances for a specified period during which such advances are outstanding at the rate specified in such prospectus supplement, and such entity will be entitled to payment of such interest periodically from general collections on the mortgage loans in the related trust fund prior to any payment to the related series of certificateholders or as otherwise provided in the related Pooling Agreement and described in such prospectus supplement. The prospectus supplement for any series of certificates evidencing an interest in a trust fund that includes MBS will describe any comparable advancing obligation of a party to the related Pooling Agreement or of a party to the related MBS Agreement.

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Reports to Certificateholders

On each distribution date, together with the distribution to the holders of each class of the offered certificates of a series, a master servicer, Manager or Trustee, as provided in the related prospectus supplement, will forward to each such holder, a statement (a “Distribution Date Statement”) that, generally, will set forth, among other things, in each case to the extent applicable:

    (i)      the amount of such distribution to holders of such class of offered certificates that was applied to reduce the Certificate Balance thereof;

   (ii)      the amount of such distribution to holders of such class of offered certificates that was applied to pay Accrued Certificate Interest;

  (iii)      the amount, if any, of such distribution to holders of such class of offered certificates that was allocable to (A) Prepayment Premiums and (B) payments on account of Equity Participations;

  (iv)      the amount, if any, by which such distribution is less than the amounts to which holders of such class of offered certificates are entitled;

   (v)      if the related trust fund includes mortgage loans, the aggregate amount of advances included in such distribution;

  (vi)      if the related trust fund includes mortgage loans, the amount of servicing compensation received by the related master servicer (and, if payable directly out of the related trust fund, by any special servicer and any sub-servicer) and, if the related trust fund includes MBS, the amount of administrative compensation received by the MBS Administrator;

 (vii)      information regarding the aggregate principal balance of the related mortgage assets on or about such distribution date;

(viii)      if the related trust fund includes mortgage loans, information regarding the number and aggregate principal balance of such mortgage loans that are delinquent;

   (ix)      if the related trust fund includes mortgage loans, information regarding the aggregate amount of losses incurred and principal prepayments made with respect to such mortgage loans during the related Due Period;

     (x)      the Certificate Balance or Notional Amount, as the case may be, of such class of certificates at the close of business on such distribution date, separately identifying any reduction in such Certificate Balance or Notional Amount due to the allocation of any losses in respect of the related mortgage assets, any increase in such Certificate Balance or Notional Amount due to the allocation of any negative amortization in respect of the related mortgage assets and any increase in the Certificate Balance of a class of Accrual Certificates, if any, in the event that Accrued Certificate Interest has been added to such balance;

  (xi)      if such class of offered certificates has a floating, variable or adjustable pass-through rate, the pass-through rate applicable thereto for such distribution date and, if determinable, for the next succeeding distribution date;

 (xii)      the amount deposited in or withdrawn from any reserve fund on such distribution date, and the amount remaining on deposit in such reserve fund as of the close of business on such distribution date;

(xiii)      if the related trust fund includes one or more instruments of Credit Support, the amount of coverage under each such instrument as of the close of business on such distribution date; and

(xiv)      the amount of Credit Support being afforded by any classes of subordinate certificates.

In the case of information furnished pursuant to subclauses (i)-(iii) above, the amounts will be expressed as a dollar amount per specified denomination of the relevant class of offered certificates or as a percentage. The

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prospectus supplement for each series of certificates may describe additional information to be included in reports to the holders of the offered certificates of such series.

Within a reasonable period of time after the end of each calendar year, the master servicer, MBS Administrator or trustee for a series of certificates, as the case may be, will be required to furnish to each person who at any time during the calendar year was a holder of an offered certificate of such series a statement containing the information set forth in subclauses (i)-(iii) above, aggregated for such calendar year or the applicable portion thereof during which such person was a certificateholder. Such obligation will be deemed to have been satisfied to the extent that substantially comparable information is provided pursuant to any requirements of the Code as are from time to time in force. See, however, “—Book-Entry Registration and Definitive Certificates” below.

If the trust fund for a series of certificates includes MBS, the ability of the related master servicer, MBS Administrator or trustee, as the case may be, to include in any Distribution Date Statement information regarding the mortgage loans underlying such MBS will depend on the reports received with respect to such MBS. In such cases, the related prospectus supplement will describe the loan-specific information to be included in the Distribution Date Statements that will be forwarded to the holders of the offered certificates of that series in connection with distributions made to them. The depositor will provide the same information with respect to any MBS in its own reports that were publicly offered and the reports the related MBS Issuer provides to the Trustee if privately issued.

Voting Rights

The voting rights evidenced by each series of certificates (as to such series, the “Voting Rights”) will be allocated among the respective classes of such series in the manner described in the related prospectus supplement.

Certificateholders will generally not have a right to vote, except with respect to required consents to certain amendments to the related Pooling Agreement and as otherwise specified in the related prospectus supplement. See “Description of the Pooling Agreements—Amendment.” The holders of specified amounts of certificates of a particular series will have the right to act as a group to remove the related trustee and also upon the occurrence of certain events which if continuing would constitute a Termination Event on the part of the related master servicer, special servicer or REMIC Administrator. See “Description of the Pooling Agreements—Termination Events,” “—Rights Upon Termination Events” and “—Resignation and Removal of the Trustee.”

Termination

The obligations created by the Pooling Agreement for each series of certificates will terminate following

● the final payment or other liquidation of the last mortgage asset subject thereto or the disposition of all property acquired upon foreclosure of any mortgage loan subject thereto and

● the payment (or provision for payment) to the certificateholders of that series of all amounts required to be paid to them pursuant to such Pooling Agreement.

Written notice of termination of a Pooling Agreement will be given to each certificateholder of the related series, and the final distribution will be made only upon presentation and surrender of the certificates of such series at the location to be specified in the notice of termination.

If so specified in the related prospectus supplement, a series of certificates may be subject to optional early termination through the purchase of the mortgage assets in the related trust fund by the party or parties specified therein, under the circumstances and in the manner set forth therein, including without limitation by acquisition of the mortgage loans for cash or in exchange for the certificates.

In addition, if so provided in the related prospectus supplement upon the reduction of the Certificate Balance of a specified class or classes of certificates by a specified percentage or amount or upon a specified date, a party designated therein may be authorized or required to solicit bids for the purchase of all the mortgage assets of the related trust fund, or of a sufficient portion of such mortgage assets to retire such class or classes, under the circumstances and in the manner set forth therein. The solicitation of bids will be conducted in a commercially reasonable manner and, generally, assets will be sold at their fair market value. Circumstances may arise in which

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such fair market value may be less than the unpaid balance of the mortgage loans sold and therefore, as a result of such a sale, the Certificateholders of one or more classes of certificates may receive an amount less than the Certificate Balance of, and accrued unpaid interest on, their certificates.

If any class of certificates has an optional termination feature that may be exercised when 25% or more of the original principal balance of the mortgage assets in the related trust fund is still outstanding, the title of such class of certificates will include the word “callable.”

Book-Entry Registration and Definitive Certificates

If so provided in the prospectus supplement for a series of certificates, one or more classes of the offered certificates of such series will be offered in book-entry format through the facilities of DTC, and each such class will be represented by one or more global certificates registered in the name of The Depository Trust Company (“DTC”) or its nominee. If so provided in the prospectus supplement, arrangements may be made for clearance and settlement through the Euroclear System or Clearstream Banking, société anonyme, if they are participants in DTC.

DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking corporation” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participating organizations (“DTC Participants”) and facilitate the clearance and settlement of securities transactions between DTC Participants through electronic computerized book-entry changes in their accounts, thereby eliminating the need for physical movement of securities certificates. DTC Participants that maintain accounts with DTC include securities brokers and dealers, banks, trust companies and clearing corporations and may include other organizations. DTC is owned by a number of DTC Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that directly or indirectly clear through or maintain a custodial relationship with a DTC Participant that maintains as account with DTC. The rules applicable to DTC and DTC Participants are on file with the Commission.

Purchases of Book-Entry Certificates under the DTC system must be made by or through, and will be recorded on the records of, the brokerage firm, bank, thrift institution or other financial intermediary (each, a “Financial Intermediary”) that maintains the beneficial owner’s account for such purpose. In turn, the Financial Intermediary’s ownership of such certificates will be recorded on the records of DTC (or of a participating firm that acts as agent for the Financial Intermediary, whose interest will in turn be recorded on the records of DTC, if the beneficial owner’s Financial Intermediary is not a DTC Participant). Therefore, the beneficial owner must rely on the foregoing procedures to evidence its beneficial ownership of such certificates. The beneficial ownership interest of the owner of a Book-Entry Certificate (a “Certificate Owner”) may only be transferred by compliance with the rules, regulations and procedures of such Financial Intermediaries and DTC Participants.

DTC has no knowledge of the actual Certificate Owners; DTC’s records reflect only the identity of the DTC Participants to whose accounts such certificates are credited, which may or may not be the Certificate Owners. The DTC Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to DTC Participants and by DTC Participants to Financial Intermediaries and Certificate Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Distributions on the Book-Entry Certificates will be made to DTC. DTC’s practice is to credit DTC Participants’ accounts on the related distribution date in accordance with their respective holdings shown on DTC’s records unless DTC has reason to believe that it will not receive payment on such date. Disbursement of such distributions by DTC Participants to Financial Intermediaries and Certificate Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of each such DTC Participant (and not of DTC, the depositor or any trustee, master servicer, special servicer or MBS Administrator), subject to any statutory or regulatory requirements as may be in effect from time to time. Accordingly, under a book-entry system, Certificate Owners may receive payments after the related Distribution Date.

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The only “certificateholder” (as such term is used in the related Pooling Agreement) of Book-Entry Certificates will be the nominee of DTC (or another depository specified in the related prospectus supplement), and the Certificate Owners will not be recognized as certificateholders under the Pooling Agreement. Certificate Owners will be permitted to exercise the rights of certificateholders under the related Pooling Agreement only indirectly through the DTC Participants who in turn will exercise their rights through DTC. The depositor has been informed that DTC will take action permitted to be taken by a certificateholder under a Pooling Agreement only at the direction of one or more DTC Participants to whose account with DTC interests in the Book-Entry Certificates are credited. DTC may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of Financial Intermediaries whose holdings include such certificates.

Because DTC can act only on behalf of DTC Participants, who in turn act on behalf of Financial Intermediaries and certain Certificate Owners, the ability of a Certificate Owner to pledge its interest in Book-Entry Certificates to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of its interest in Book-Entry Certificates, may be limited due to the lack of a physical certificate evidencing such interest.

Generally, Certificates initially issued in book-entry form will be issued as Definitive Certificates to Certificate Owners or their nominees, rather than to DTC or its nominee, only if

● the depositor advises the Trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to such certificates and the depositor is unable to locate a qualified successor or

● the depositor, at its option, elects to terminate the book-entry system through DTC with respect to such certificates. Upon the occurrence of either of the events described in the preceding sentence, DTC will be required to notify all DTC Participants of the availability through DTC of Definitive Certificates. Upon surrender by DTC of the certificate or certificates representing a class of Book-Entry Certificates, together with instructions for registration, the trustee for the related series or other designated party will be required to issue to the Certificate Owners identified in such instructions the Definitive Certificates to which they are entitled, and thereafter the holders of such Definitive Certificates will be recognized as “Certificateholders” under and within the meaning of the related Pooling Agreement.

DESCRIPTION OF THE POOLING AGREEMENTS

General

The certificates of each series will be issued pursuant to a pooling and servicing agreement or other agreement specified in the related prospectus supplement (in any case, a “Pooling Agreement”). In general, the parties to a Pooling Agreement will include the depositor, the trustee, the master servicer, the special servicer and, if one or more REMIC elections have been made with respect to the trust fund, a REMIC administrator. However, a Pooling Agreement that relates to a trust fund that includes MBS may include an MBS Administrator as a party, but may not include a master servicer, special servicer or other servicer as a party. All parties to each Pooling Agreement under which certificates of a series are issued will be identified in the related prospectus supplement. If so specified in the related prospectus supplement, the mortgage asset seller or an affiliate thereof may perform the functions of master servicer, special servicer, MBS Administrator or REMIC administrator. If so specified in the related prospectus supplement, the master servicer may also perform the duties of special servicer, and the master servicer, the special servicer or the trustee may also perform the duties of REMIC administrator. Any party to a Pooling Agreement or any affiliate thereof may own certificates issued thereunder; however, except in limited circumstances (including with respect to required consents to certain amendments to a Pooling Agreement), certificates issued thereunder that are held by the master servicer or special servicer for the related series will not be allocated Voting Rights.

A form of a pooling and servicing agreement has been filed as an exhibit to the registration statement of which this prospectus is a part. However, the provisions of each Pooling Agreement will vary depending upon the nature of the certificates to be issued thereunder and the nature of the related trust fund. The following summaries describe certain provisions that may appear in a Pooling Agreement under which certificates that evidence interests in mortgage loans will be issued. The prospectus supplement for a series of certificates will summarize all of the material provisions of the related Pooling Agreement. The summaries herein do not purport to be complete and are

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subject to, and are qualified in their entirety by reference to, all of the provisions of the Pooling Agreement for each series of certificates and the description of such provisions in the related prospectus supplement. The depositor will provide a copy of the Pooling Agreement (without exhibits) that relates to any series of certificates without charge upon written request of a holder of a certificate of such series addressed to it at its principal executive offices specified herein under “The Depositor.”

Assignment of Mortgage Loans; Repurchases

At the time of issuance of any series of certificates, the Depositor will assign (or cause to be assigned) to the designated trustee the mortgage loans to be included in the related trust fund, together with, except to the extent otherwise described in the related prospectus supplement, all principal and interest to be received on or with respect to such mortgage loans after the Cut-off Date, other than principal and interest due on or before the Cut-off Date. The trustee will, concurrently with such assignment, deliver the certificates to or at the direction of the depositor in exchange for the mortgage loans and the other assets to be included in the trust fund for such series. Each mortgage loan will be identified in a schedule appearing as an exhibit to the related Pooling Agreement. Such schedule generally will include detailed information that pertains to each mortgage loan included in the related trust fund, which information will typically include

● the address of the related mortgaged property and type of such property;

● the mortgage rate and, if applicable, the applicable index, gross margin, adjustment date and any rate cap information;

● the original and remaining term to maturity;

● the amortization term; and

● the original and outstanding principal balance.

In addition, except as may be otherwise specified in the related prospectus supplement (which may provide for other arrangements, including electronic registration of transfer of such documents), the depositor will, as to each mortgage loan to be included in a trust fund, deliver, or cause to be delivered, to the related trustee (or to a custodian appointed by the trustee as described below)

● the mortgage note endorsed, without recourse, either in blank or to the order of such trustee (or its nominee),

● the mortgage with evidence of recording indicated thereon (except for any mortgage not returned from the public recording office),

● an assignment of the mortgage in blank or to the trustee (or its nominee) in recordable form, together with any intervening assignments of the mortgage with evidence of recording thereon (except for any such assignment not returned from the public recording office), and,

● if applicable, any riders or modifications to such mortgage note and mortgage, together with certain other documents at such times as set forth in the related Pooling Agreement.

Such assignments may be blanket assignments covering mortgages on mortgaged properties located in the same county, if permitted by law. Notwithstanding the foregoing, a trust fund may include mortgage loans where the original mortgage note is not delivered to the trustee if the depositor delivers, or causes to be delivered, to the related trustee (or such custodian) a copy or a duplicate original of the mortgage note, together with an affidavit certifying that the original thereof has been lost or destroyed. In addition, if the depositor cannot deliver, with respect to any mortgage loan, the mortgage or any intervening assignment with evidence of recording thereon concurrently with the execution and delivery of the related Pooling Agreement because of a delay caused by the public recording office, the depositor will deliver, or cause to be delivered, to the related trustee (or such custodian) a true and correct photocopy of such mortgage or assignment as submitted for recording. The depositor will deliver, or cause to be delivered, to the related trustee (or such custodian) such mortgage or assignment with evidence of recording

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indicated thereon after receipt thereof from the public recording office. If the depositor cannot deliver, with respect to any mortgage loan, the mortgage or any intervening assignment with evidence of recording thereon concurrently with the execution and delivery of the related Pooling Agreement because such mortgage or assignment has been lost, the depositor will deliver, or cause to be delivered, to the related trustee (or such custodian) a true and correct photocopy of such mortgage or assignment with evidence of recording thereon. Except as may be otherwise specified in the related prospectus supplement (which may provide for other arrangements, including electronic registration of transfer of such documents), assignments of mortgage to the trustee (or its nominee) will be recorded in the appropriate public recording office, except in states where, in the opinion of counsel acceptable to the trustee, such recording is not required to protect the trustee’s interests in the mortgage loan against the claim of any subsequent transferee or any successor to or creditor of the depositor or the originator of such mortgage loan.

The trustee (or a custodian appointed by the trustee) for a series of certificates will be required to review the mortgage loan documents delivered to it within a specified period of days after receipt thereof, and the trustee (or such custodian) will hold such documents in trust for the benefit of the certificateholders of such series. Unless otherwise specified in the related prospectus supplement, if any such document is found to be missing or defective, and such omission or defect, as the case may be, materially and adversely affects the interests of the certificateholders of the related series, the trustee (or such custodian) will be required to notify the master servicer, the special servicer and the depositor, and one of such persons will be required to notify the relevant mortgage asset seller. In that case, and if the mortgage asset seller cannot deliver the document or cure the defect within a specified number of days after receipt of such notice, then, except as otherwise specified below or in the related prospectus supplement, the mortgage asset seller will be obligated to repurchase the related mortgage loan from the trustee at a price generally equal to the unpaid principal balance thereof, together with accrued but unpaid interest through a date on or about the date of purchase, or at such other price as will be specified in the related prospectus supplement (in any event, the “Purchase Price”). If so provided in the prospectus supplement for a series of certificates, a mortgage asset seller, in lieu of repurchasing a mortgage loan as to which there is missing or defective loan documentation, will have the option, exercisable upon certain conditions and/or within a specified period after initial issuance of such series of certificates, to replace such mortgage loan with one or more other mortgage loans, in accordance with standards that will be described in the prospectus supplement, to pay an amount equal to the loss in value of the mortgage loan, or to provide another remedy specified in the related prospectus supplement. This repurchase or substitution obligation or other specified remedy will constitute the sole remedy to holders of the certificates of any series or to the related trustee on their behalf for missing or defective mortgage loan documentation, and neither the depositor nor, unless it is the mortgage asset seller, the master servicer or the special servicer will be obligated to purchase or replace a mortgage loan if a mortgage asset seller defaults on its obligation to do so.

The trustee will be authorized at any time to appoint one or more custodians pursuant to a custodial agreement to hold title to the mortgage loans in any trust fund and to maintain possession of and, if applicable, to review the documents relating to such mortgage loans, in any case as the agent of the trustee. The identity of any such custodian to be appointed on the date of initial issuance of the certificates will be set forth in the related prospectus supplement.

Representations and Warranties; Repurchases

Generally, the depositor will, with respect to each mortgage loan in the related trust fund, make or assign, or cause to be made or assigned, certain representations and warranties (the person making such representations and warranties, the “Warranting Party”) covering, by way of example:

● the accuracy of the information set forth for such mortgage loan on the schedule of mortgage loans appearing as an exhibit to the related Pooling Agreement;

● the enforceability of the related mortgage note and mortgage and the existence of title insurance insuring the lien priority of the related mortgage;

● the Warranting Party’s title to the mortgage loan and the authority of the Warranting Party to sell the mortgage loan; and

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● the payment status of the mortgage loan.

It is expected that in most cases the Warranting Party will be the mortgage asset seller. However, the Warranting Party may also be an affiliate of the mortgage asset seller, the depositor or an affiliate of the depositor, the master servicer, the special servicer or another person acceptable to the depositor. The Warranting Party, if other than the mortgage asset seller, will be identified in the related prospectus supplement.

Generally the Pooling Agreements will provide that the master servicer and/or trustee will be required to notify promptly any Warranting Party of any breach of any representation or warranty made by it in respect of a mortgage loan that materially and adversely affects the interests of the certificateholders of the related series. If such Warranting Party cannot cure such breach within a specified period following the date on which it was notified of such breach, then, unless otherwise provided in the related prospectus supplement, it will be obligated to repurchase such mortgage loan from the trustee at the applicable Purchase Price. If so provided in the prospectus supplement for a series of certificates, a Warranting Party, in lieu of repurchasing a mortgage loan as to which a breach has occurred, will have the option, exercisable upon certain conditions and/or within a specified period after initial issuance of such series of certificates, to replace such mortgage loan with one or more other mortgage loans, in accordance with standards that will be described in the prospectus supplement, to pay an amount equal to the loss in value of the mortgage loan, or to provide another remedy specified in the related prospectus supplement. This repurchase or substitution obligation or other specified remedy will constitute the sole remedy available to holders of the certificates of any series or to the related trustee on their behalf for a breach of representation and warranty by a Warranting Party, and neither the Depositor nor the master servicer, in either case unless it is the Warranting Party, will be obligated to purchase or replace a mortgage loan if a Warranting Party defaults on its obligation to do so.

In some cases, representations and warranties will have been made in respect of a mortgage loan as of a date prior to the date upon which the related series of certificates is issued, and thus may not address events that may occur following the date as of which they were made. However, the depositor will not include any mortgage loan in the trust fund for any series of certificates if anything has come to the depositor’s attention that would cause it to believe that the representations and warranties made in respect of such mortgage loan will not be accurate in all material respects as of the date of issuance. The date as of which the representations and warranties regarding the mortgage loans in any trust fund were made will be specified in the related prospectus supplement.

Collection and Other Servicing Procedures

The master servicer and the special servicer for any mortgage pool, directly or through sub-servicers, will each be obligated under the related pooling agreement to service and administer the mortgage loans in such mortgage pool for the benefit of the related certificateholders, in accordance with applicable law and further in accordance with the terms of such pooling agreement, such mortgage loans and any instrument of Credit Support included in the related trust fund and in accordance with such other requirements as may be specified in the related prospectus supplement. Subject to the foregoing, the master servicer and the special servicer will each have full power and authority to do any and all things in connection with such servicing and administration that it may deem necessary and desirable.

As part of its servicing duties, each of the master servicer and the special servicer will be required to make reasonable efforts to collect all payments called for under the terms and provisions of the mortgage loans that it services and will be obligated to follow such collection procedures as it would follow with respect to mortgage loans that are comparable to such mortgage loans and held for its own account, provided (i) such procedures are consistent with the terms of the related pooling agreement and (ii) do not impair recovery under any instrument of Credit Support included in the related trust fund. Consistent with the foregoing, generally the master servicer and the special servicer will each be permitted, in its discretion, to waive any prepayment premium, late payment charge or other charge in connection with any mortgage loan; provided that, if so specified in the related prospectus supplement such right may be given to another party, including a class of certificateholders.

The master servicer and the special servicer for any trust fund, either separately or jointly, directly or through sub-servicers, will also be required to perform as to the mortgage loans in such trust fund various other customary functions of a servicer of comparable loans, including maintaining escrow or impound accounts, if required under the related Pooling Agreement, for payment of taxes, insurance premiums, ground rents and similar items, or otherwise monitoring the timely payment of those items; attempting to collect delinquent payments; supervising

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foreclosures; negotiating modifications; conducting property inspections on a periodic or other basis; managing (or overseeing the management of) mortgaged properties acquired on behalf of such trust fund through foreclosure, deed-in-lieu of foreclosure or otherwise (each, an “REO Property”); and maintaining servicing records relating to such mortgage loans. The related prospectus supplement will specify when and the extent to which servicing of a mortgage loan is to be transferred from the master servicer to the special servicer. In general, and subject to the discussion in the related prospectus supplement, a special servicer will be responsible for the servicing and administration of:

● mortgage loans that are delinquent in respect of a specified number of scheduled payments;

● mortgage loans as to which the related borrower has entered into or consented to bankruptcy, appointment of a receiver or conservator or similar insolvency proceeding, or the related borrower has become the subject of a decree or order for such a proceeding which shall have remained in force undischarged or unstayed for a specified number of days; and

● REO Properties.

If so specified in the related prospectus supplement, a pooling agreement also may provide that if a default on a mortgage loan has occurred or, in the judgment of the related master servicer, a payment default is reasonably foreseeable, the related master servicer may elect to transfer the servicing thereof, in whole or in part, to the related special servicer. Generally when the circumstances (as set forth in the related prospectus supplement) no longer warrant a special servicer’s continuing to service a particular mortgage loan (e.g., the related borrower is paying in accordance with the forbearance arrangement entered into between the special servicer and such borrower), the master servicer will resume the servicing duties with respect thereto. If and to the extent provided in the related Pooling Agreement and described in the related prospectus supplement, a special servicer may perform certain limited duties in respect of mortgage loans for which the master servicer is primarily responsible (including, if so specified, performing property inspections and evaluating financial statements); and a master servicer may perform certain limited duties in respect of any mortgage loan for which the special servicer is primarily responsible (including, if so specified, continuing to receive payments on such mortgage loan (including amounts collected by the special servicer), making certain calculations with respect to such mortgage loan and making remittances and preparing certain reports to the trustee and/or certificateholders with respect to such mortgage loan. Generally the master servicer will be responsible for filing and settling claims in respect of particular mortgage loans under any applicable instrument of Credit Support. See “Description of Credit Support.”

A mortgagor’s failure to make required mortgage loan payments may mean that operating income is insufficient to service the mortgage debt, or may reflect the diversion of that income from the servicing of the mortgage debt. In addition, a mortgagor that is unable to make mortgage loan payments may also be unable to make timely payment of taxes and otherwise to maintain and insure the related mortgaged property. In general, the related special servicer will be required to

● monitor any mortgage loan that is in default,

● evaluate whether the causes of the default can be corrected over a reasonable period without significant impairment of the value of the related mortgaged property,

● initiate corrective action in cooperation with the Mortgagor if cure is likely,

● inspect the related mortgaged property and

● take such other actions as it deems necessary and appropriate.

A significant period of time may elapse before the special servicer is able to assess the success of any such corrective action or the need for additional initiatives. The time within which the special servicer can make the initial determination of appropriate action, evaluate the success of corrective action, develop additional initiatives, institute foreclosure proceedings and actually foreclose (or accept a deed to a mortgaged property in lieu of foreclosure) on behalf of the certificateholders of the related series may vary considerably depending on the particular mortgage loan, the mortgaged property, the mortgagor, the presence of an acceptable party to assume the

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mortgage loan and the laws of the jurisdiction in which the mortgaged property is located. If a mortgagor files a bankruptcy petition, the special servicer may not be permitted to accelerate the maturity of the mortgage loan or to foreclose on the related mortgaged property for a considerable period of time. See “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws.”

Mortgagors may, from time to time, request partial releases of the mortgaged properties, easements, consents to alteration or demolition and other similar matters. In general, the master servicer may approve such a request if it has determined, exercising its business judgment in accordance with the applicable servicing standard, that such approval will not adversely affect the security for, or the timely and full collectability of, the related mortgage loan. Any fee collected by the master servicer for processing such request will be retained by the master servicer as additional servicing compensation.

Primary Servicers and Sub-Servicers

A master servicer or special servicer may delegate its servicing obligations in respect of the mortgage loans serviced thereby to one or more third-party servicers; provided that, generally such master servicer or special servicer will remain obligated under the related Pooling Agreement. Generally each primary servicing agreement or sub-servicing agreement between a master servicer and a primary servicer or sub-servicer must provide for servicing of the applicable mortgage loans consistent with the related Pooling Agreement. The master servicer and special servicer in respect of any mortgage asset pool will each be required to monitor the performance of primary servicers or sub-servicers retained by it and will have the right to remove a primary servicer or sub-servicer retained by it upon specified termination events consistent with those of the master servicer or special servicer under the related Pooling Agreement. Generally, a master servicer or special servicer will be solely liable for all fees owed by it to any primary servicer or sub-servicer, irrespective of whether the master servicer’s or special servicer’s compensation pursuant to the related Pooling Agreement is sufficient to pay such fees; however, if so provided in the related prospectus supplement such fees may be payable directly from the trust fund. Each primary servicer and sub-servicer will be reimbursed by the master servicer or special servicer, as the case may be, that retained it for certain expenditures which it makes, generally to the same extent such master servicer or special servicer would be reimbursed under a Pooling Agreement. See “—Certificate Account” and “—Servicing Compensation and Payment of Expenses.”

Certificate Account

General. The master servicer, the trustee and/or the special servicer will, as to each trust fund that includes mortgage loans, establish and maintain or cause to be established and maintained the corresponding Certificate Account, which will be established so as to comply with the standards of each rating agency that has rated any one or more classes of certificates of the related series. A Certificate Account may be maintained as an interest-bearing or a non-interest-bearing account and the funds held therein may be invested pending each succeeding distribution date in United States government securities and other investment grade obligations that are acceptable to each rating agency that has rated any one or more classes of certificates of the related series (“Permitted Investments”). Such Permitted Investments include

● federal funds,

● uncertificated certificates of deposit,

● time deposits,

● bankers’ acceptances and repurchase agreements,

● certain United States dollar-denominated commercial paper,

● units of money market funds that maintain a constant net asset value and any other obligations or security acceptable to each rating agency.

Any interest or other income earned on funds in a Certificate Account will be paid to the related master servicer, Trustee or special servicer as additional compensation or to such other party specified in the prospectus supplement

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for the related trust. A Certificate Account may be maintained with the related master servicer, special servicer, trustee or mortgage asset seller or with a depository institution that is an affiliate of any of the foregoing or of the depositor, provided that it complies with applicable rating agency standards. If permitted by the applicable rating agency or agencies, a Certificate Account may contain funds relating to more than one series of mortgage pass-through certificates and may contain other funds representing payments on mortgage loans owned by the related master servicer or special servicer or serviced by either on behalf of others.

Deposits. Generally, the following payments and collections received or made by the master servicer, the trustee or the special servicer subsequent to the Cut-off Date (other than payments due on or before the Cut-off Date) are to be deposited in the Certificate Account (or such sub-account thereof or other account as may be specified in the related prospectus supplement) for each trust fund that includes mortgage loans, within a certain period following receipt (in the case of collections on or in respect of the mortgage loans) or otherwise as provided in the related Pooling Agreement:

(1)      all payments on account of principal, including principal prepayments, on the mortgage loans;

(2)      all payments on account of interest on the mortgage loans, including any default interest collected, in each case net of any portion thereof retained by the master servicer or the special servicer as its servicing compensation or as compensation to the trustee;

(3)      all proceeds received under any hazard, title or other insurance policy that provides coverage with respect to a mortgaged property or the related mortgage loan or in connection with the full or partial condemnation of a mortgaged property (other than proceeds applied to the restoration of the property or released to the related borrower) (“Insurance Proceeds” and “Condemnation Proceeds,” respectively) and all other amounts received and retained in connection with the liquidation of defaulted mortgage loans or property acquired in respect thereof, by foreclosure or otherwise (such amounts, together with those amounts listed in clause (7) below, “Liquidation Proceeds”), together with the net operating income (less reasonable reserves for future expenses) derived from the operation of any mortgaged properties acquired by the trust fund through foreclosure or otherwise;

(4)      any amounts paid under any instrument or drawn from any fund that constitutes Credit Support for the related series of certificates;

(5)      any advances made with respect to delinquent scheduled payments of principal and interest on the mortgage loans;

(6)      any amounts paid under any Cash Flow Agreement;

(7)      all proceeds of the purchase of any mortgage loan, or property acquired in respect thereof, by the Depositor, any mortgage asset seller or any other specified person as described under “—Assignment of mortgage loans; Repurchases” and “—Representations and Warranties; Repurchases,” all proceeds of the purchase of any defaulted mortgage loan as described under “—Realization Upon Defaulted Mortgage Loans,” and all proceeds of any mortgage asset purchased as described under “Description of the Certificates—Termination; Retirement of Certificates”;

(8)      to the extent that any such item does not constitute additional servicing compensation to the master servicer or the special servicer and is not otherwise retained by the depositor or another specified person, any payments on account of modification or assumption fees, late payment charges, prepayment premiums or Equity Participations with respect to the mortgage loans;

(9)      all payments required to be deposited in the Certificate Account with respect to any deductible clause in any blanket insurance policy as described under “—Hazard Insurance Policies”;

(10)      any amount required to be deposited by the master servicer, the special servicer or the trustee in connection with losses realized on investments for the benefit of the master servicer, the special servicer or the trustee, as the case may be, of funds held in the Certificate Account; and

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(11)      any other amounts received on or in respect of the mortgage loans required to be deposited in the Certificate Account as provided in the related Pooling Agreement and described in the related prospectus supplement.

Withdrawals. A master servicer, trustee or special servicer generally may make withdrawals from the Certificate Account for each trust fund that includes mortgage loans for any of the following purposes:

(1)      to make distributions to the certificateholders on each distribution date;

(2)      to pay the master servicer or the special servicer any servicing fees not previously retained thereby, such payment to be made out of payments and other collections of interest on the particular mortgage loans as to which such fees were earned;

(3)      to reimburse the master servicer, the special servicer or any other specified person for unreimbursed advances of delinquent scheduled payments of principal and interest made by it, and certain unreimbursed servicing expenses incurred by it, with respect to mortgage loans in the trust fund and properties acquired in respect thereof, such reimbursement to be made out of amounts that represent late payments collected on the particular mortgage loans, Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds collected on the particular mortgage loans and properties, and net income collected on the particular properties, with respect to which such advances were made or such expenses were incurred or out of amounts drawn under any form of Credit Support with respect to such mortgage loans and properties, or if in the judgment of the master servicer, the special servicer or such other person, as applicable, such advances and/or expenses will not be recoverable from such amounts, such reimbursement to be made from amounts collected on other mortgage loans in the same trust fund or, if and to the extent so provided by the related Pooling Agreement and described in the related prospectus supplement, only from that portion of amounts collected on such other mortgage loans that is otherwise distributable on one or more classes of subordinate certificates of the related series;

(4)      if and to the extent described in the related prospectus supplement, to pay the master servicer, the special servicer or any other specified person interest accrued on the advances and servicing expenses described in clause (3) above incurred by it while such remain outstanding and unreimbursed;

(5)      to pay for costs and expenses incurred by the trust fund for environmental site assessments performed with respect to mortgaged properties that constitute security for defaulted mortgage loans, and for any containment, clean-up or remediation of hazardous wastes and materials present on such mortgaged properties, as described under “—Realization Upon Defaulted Mortgage Loans”;

(6)      to reimburse the master servicer, the special servicer, the REMIC administrator, the depositor, the trustee, or any of their respective directors, officers, employees and agents, as the case may be, for certain expenses, costs and liabilities incurred thereby, as and to the extent described under “—Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor” and “—Certain Matters Regarding the Trustee”;

(7)      if and to the extent described in the related prospectus supplement, to pay the fees of the trustee, the REMIC administrator and any provider of Credit Support;

(8)      if and to the extent described in the related prospectus supplement, to reimburse prior draws on any form of Credit Support;

(9)      to pay the master servicer, the special servicer or the trustee, as appropriate, interest and investment income earned in respect of amounts held in the Certificate Account as additional compensation;

(10)    to pay any servicing expenses not otherwise required to be advanced by the master servicer, the special servicer or any other specified person;

(11)    if one or more elections have been made to treat the trust fund or designated portions thereof as a REMIC, to pay any federal, state or local taxes imposed on the trust fund or its assets or transactions, as and to

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the extent described under “Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxes that May Be Imposed on the REMIC Pool;”

(12)      to pay for the cost of various opinions of counsel obtained pursuant to the related Pooling Agreement for the benefit of certificateholders;

(13)      to make any other withdrawals permitted by the related Pooling Agreement and described in the related prospectus supplement; and

(14)      to clear and terminate the Certificate Account upon the termination of the trust fund.

Modifications, Waivers and Amendments of Mortgage Loans

The master servicer and the special servicer may each agree to modify, waive or amend any term of any mortgage loan serviced by it in a manner consistent with the applicable servicing standard and the REMIC Provisions or grantor trust provisions, as applicable; provided that, unless otherwise set forth in the related prospectus supplement, the modification, waiver or amendment

● will not affect the amount or timing of any scheduled payments of principal or interest on the mortgage loan,

● will not, in the judgment of the master servicer or the special servicer, as the case may be, materially impair the security for the mortgage loan or reduce the likelihood of timely payment of amounts due thereon, and

● will not adversely affect the coverage under any applicable instrument of Credit Support.

Except to the extent another standard is specified in the prospectus supplement, the special servicer also may agree to any other modification, waiver or amendment if, in its judgment,

● a material default on the mortgage loan has occurred or a payment default is imminent,

● such modification, waiver or amendment is reasonably likely to produce a greater recovery with respect to the mortgage loan, taking into account the time value of money, than would liquidation and

● such modification, waiver or amendment will not adversely affect the coverage under any applicable instrument of Credit Support.

Realization upon Defaulted Mortgage Loans

If a default on a mortgage loan has occurred or, in the special servicer’s judgment, a payment default is imminent, the special servicer, on behalf of the trustee, may at any time institute foreclosure proceedings, exercise any power of sale contained in the related mortgage, obtain a deed in lieu of foreclosure, or otherwise acquire title to the related mortgaged property, by operation of law or otherwise. Generally, the special servicer may not, however, acquire title to any mortgaged property, have a receiver of rents appointed with respect to any mortgaged property or take any other action with respect to any mortgaged property that would cause the trustee, for the benefit of the related series of certificateholders, or any other specified person to be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or an “operator” of such mortgaged property within the meaning of certain federal environmental laws, unless the special servicer has previously received a report prepared by a person who regularly conducts environmental audits (which report will be an expense of the trust fund) and either:

(i)      such report indicates that (a) the mortgaged property is in compliance with applicable environmental laws and regulations and (b) there are no circumstances or conditions present at the mortgaged property that have resulted in any contamination for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any applicable environmental laws and regulations; or

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(ii)      the special servicer, based solely (as to environmental matters and related costs) on the information set forth in such report, determines that taking such actions as are necessary to bring the mortgaged property into compliance with applicable environmental laws and regulations and/or taking the actions contemplated by clause (i)(b) above, is reasonably likely to produce a greater recovery, taking into account the time value of money, than not taking such actions. See “Certain Legal Aspects of Mortgage Loans—Environmental Considerations.”

A Pooling Agreement may grant to the master servicer, the special servicer, a provider of Credit Support and/or the holder or holders of certain classes of the related series of certificates an option to purchase from the trust fund, at fair market value (which, if less than the Purchase Price, will be specified in the related prospectus supplement), any mortgage loan as to which a specified number of scheduled payments are delinquent or the balloon payment is delinquent, or if so specified in the related prospectus supplement, as to which certain other defaults exist. In addition, a mortgage loan that is in default may be subject to a purchase option on the part of another lender whose loan is secured by the related real estate collateral or by a security interest in the equity in the related borrower. Further, if so specified in the related prospectus supplement, a special servicer or other specified party for a trust fund may be obligated to sell a mortgage asset that is in default. Any such option granted to the holder of an offered certificate will be described in the related prospectus supplement. Any such option may be assignable to any person or entity. If so specified in the related prospectus supplement, additional or alternative procedures may be used to sell a defaulted mortgage loan.

If title to any mortgaged property is acquired by a trust fund as to which a REMIC election has been made, the special servicer, on behalf of the trust fund, will be required to sell the mortgaged property prior to the close of the third calendar year beginning after the year of acquisition, unless (i) the Internal Revenue Service (the “IRS”) grants an extension of time to sell such property or (ii) the trustee receives an opinion of independent counsel to the effect that the holding of the property by the trust fund beyond such period will not result in the imposition of a tax on the trust fund or cause the trust fund (or any designated portion thereof) to fail to qualify as a REMIC under the Code at any time that any certificate is outstanding or (iii) another period is permitted pursuant to applicable law. Subject to the foregoing and any other tax-related limitations, the special servicer will generally be required to attempt to sell any mortgaged property so acquired on the same terms and conditions it would if it were the owner. Generally, if title to any mortgaged property is acquired by a trust fund as to which a REMIC election has been made, the special servicer will also be required to ensure that the mortgaged property is administered so that it constitutes “foreclosure property” within the meaning of Code Section 860G(a)(8) at all times, that the sale of such property does not result in the receipt by the trust fund of any income from nonpermitted assets as described in Code Section 860F(a)(2)(B), and that the trust fund does not derive any “net income from foreclosure property” within the meaning of Code Section 860G(c)(2), with respect to such property; provided that the related prospectus supplement may specify circumstances in which these requirements may be waived. If the trust fund acquires title to any mortgaged property, the special servicer, on behalf of the trust fund, may retain an independent contractor to manage and operate such property. The retention of an independent contractor, however, will not relieve the special servicer of its obligation to manage such mortgaged property as required under the related Pooling Agreement.

If Liquidation Proceeds collected with respect to a defaulted mortgage loan are less than the outstanding principal balance of the defaulted mortgage loan plus interest accrued thereon plus the aggregate amount of reimbursable expenses incurred by the special servicer and/or the master servicer in connection with such mortgage loan, then, to the extent that such shortfall is not covered by any instrument or fund constituting Credit Support, the trust fund will realize a loss in the amount of such shortfall. The special servicer and/or the master servicer will be entitled to reimbursement out of the Liquidation Proceeds recovered on any defaulted mortgage loan, prior to the distribution of such Liquidation Proceeds to certificateholders, any and all amounts that represent unpaid servicing compensation in respect of the mortgage loan, unreimbursed servicing expenses incurred with respect to the mortgage loan and any unreimbursed advances of delinquent payments made with respect to the mortgage loan. In addition, if and to the extent set forth in the related prospectus supplement, amounts otherwise distributable on the certificates may be further reduced by interest payable to the master servicer and/or special servicer on such servicing expenses and advances.

If any mortgaged property suffers damage such that the proceeds, if any, of the related hazard insurance policy are insufficient to restore fully the damaged property, neither the special servicer nor the master servicer will be

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required to expend its own funds to effect such restoration unless (and to the extent not otherwise provided in the related prospectus supplement) it determines

● that such restoration will increase the proceeds to certificateholders on liquidation of the mortgage loan after reimbursement of the special servicer or the master servicer, as the case may be, for its expenses and

● that such expenses will be recoverable by it from related Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and/or amounts drawn on any instrument or fund constituting Credit Support.

Hazard Insurance Policies

Except to the extent specified in the related prospectus supplement, each Pooling Agreement will require the master servicer (or the special servicer with respect to mortgage loans serviced thereby) to use reasonable efforts to cause each mortgage loan borrower to maintain a hazard insurance policy that provides for such coverage as is required under the related mortgage or, if the mortgage permits the holder thereof to dictate to the borrower the insurance coverage to be maintained on the related mortgaged property, such coverage as is consistent with the master servicer’s (or special servicer’s) normal servicing procedures. Such coverage generally will be required to be in an amount equal to the lesser of the principal balance owing on such mortgage loan and the replacement cost of the related mortgaged property. The ability of a master servicer (or special servicer) to assure that hazard insurance proceeds are appropriately applied may be dependent upon its being named as an additional insured under any hazard insurance policy and under any other insurance policy referred to below, or upon the extent to which information concerning covered losses is furnished by borrowers. All amounts collected by a master servicer (or special servicer) under any such policy (except for amounts to be applied to the restoration or repair of the mortgaged property or released to the borrower in accordance with the master servicer’s (or special servicer’s) normal servicing procedures and/or to the terms and conditions of the related mortgage and mortgage note) will be deposited in the related Certificate Account. The Pooling Agreement may provide that the master servicer (or special servicer) may satisfy its obligation to cause each borrower to maintain such a hazard insurance policy by maintaining a blanket policy insuring against hazard losses on the mortgage loans in a trust fund. If such blanket policy contains a deductible clause, the master servicer (or special servicer) will be required, in the event of a casualty covered by such blanket policy, to deposit in the related Certificate Account all additional sums that would have been deposited therein under an individual policy but were not because of such deductible clause.

In general, the standard form of fire and extended coverage policy covers physical damage to or destruction of the improvements of the property by fire, lightning, explosion, smoke, windstorm and hail, and riot, strike and civil commotion, subject to the conditions and exclusions specified in each policy. Although the policies covering the mortgaged properties will be underwritten by different insurers under different state laws in accordance with different applicable state forms, and therefore will not contain identical terms and conditions, most such policies typically do not cover any physical damage resulting from war, revolution, terrorism, nuclear, biological or chemical materials, governmental actions, floods and other water-related causes, earth movement (including earthquakes, landslides and mudflows), wet or dry rot, vermin and domestic animals. Accordingly, a mortgaged property may not be insured for losses arising from any such cause unless the related mortgage specifically requires, or permits the holder thereof to require, such coverage.

The hazard insurance policies covering the mortgaged properties will typically contain co-insurance clauses that in effect require an insured at all times to carry insurance of a specified percentage (generally 80% to 90%) of the full replacement value of the improvements on the property in order to recover the full amount of any partial loss. If the insured’s coverage falls below this specified percentage, such clauses generally provide that the insurer’s liability in the event of partial loss does not exceed the lesser of

● the replacement cost of the improvements less physical depreciation and

● such proportion of the loss as the amount of insurance carried bears to the specified percentage of the full replacement cost of such improvements.

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Due-on-Sale and Due-on-Encumbrance Provisions

Certain of the mortgage loans may contain a due-on-sale clause that entitles the lender to accelerate payment of the mortgage loan upon any sale or other transfer of the related mortgaged property made without the lender’s consent. Certain of the mortgage loans may also contain a due-on-encumbrance clause that entitles the lender to accelerate the maturity of the mortgage loan upon the creation of any other lien or encumbrance upon the mortgaged property. The master servicer (or special servicer) will generally determine whether to exercise any right the trustee may have under any such provision in a manner consistent with the master servicer’s (or special servicer’s) normal servicing procedures, subject to any additional procedures that may be set forth in the related prospectus supplement, which may include obtaining the consent of one or more classes of subordinate certificates thereto. Generally, the master servicer or special servicer, as applicable, will be entitled to retain as additional servicing compensation any fee collected in connection with the permitted transfer of a mortgaged property. See “Certain Legal Aspects of mortgage loans—Due-on-Sale and Due-on-Encumbrance.”

Servicing Compensation and Payment of Expenses

A portion of the master servicer’s primary servicing compensation with respect to a series of certificates will come from the periodic payment to it of a specified portion of the interest payments on each mortgage loan in the related trust fund, including mortgage loans serviced by the related special servicer. A master servicer’s compensation may also come from investment income on certain accounts maintained by it on behalf of the trust fund or from certain fees paid by the borrowers. If and to the extent described in the related prospectus supplement, a special servicer’s primary compensation with respect to a series of certificates may consist of any or all of the following components:

● a specified portion of the interest payments on each mortgage loan serviced by it, or if so specified in the related prospectus supplement, on each mortgage loan in the related trust fund, whether or not serviced by it;

● an additional specified portion of the interest payments on each mortgage loan then currently serviced by it; and

● subject to any specified limitations, a fixed percentage of some or all of the collections and proceeds received with respect to each mortgage loan which was at any time serviced by it, including mortgage loans for which servicing was returned to the master servicer.

Insofar as any portion of the master servicer’s or special servicer’s compensation consists of a specified portion of the interest payments on a mortgage loan, such compensation will generally be based on a percentage of the principal balance of such mortgage loan outstanding from time to time and, accordingly, will decrease with the amortization of the mortgage loan. As additional compensation, a master servicer or special servicer may be entitled to retain all or a portion of late payment charges, prepayment premiums, modification fees and other fees collected from borrowers and any interest or other income that may be earned on funds held in the related Certificate Account. A more detailed description of each master servicer’s and special servicer’s compensation will be provided in the related prospectus supplement. Any sub-servicer will receive as its sub-servicing compensation a portion of the servicing compensation to be paid to the master servicer or special servicer that retained such sub-servicer. In addition to amounts payable to any sub-servicer, a master servicer or special servicer may be required, to the extent provided in the related prospectus supplement, to pay from amounts that represent its servicing compensation certain expenses incurred in connection with the administration of the related trust fund, including, without limitation, payment of the fees and disbursements of independent accountants, payment of fees and disbursements of the trustee and any custodians appointed thereby and payment of expenses incurred in connection with distributions and reports to certificateholders. Certain other expenses, including certain expenses related to mortgage loan defaults and liquidations and, to the extent so provided in the related prospectus supplement, interest on such expenses at the rate specified therein, may be required to be borne by the trust fund.

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Evidence as to Compliance

The related prospectus supplement will identify each party that will be required to deliver annually to the trustee, master servicer or us, as applicable, on or before the date specified in the applicable pooling and servicing agreement, an officer’s certificate stating that (i) a review of that party’s servicing activities during the preceding calendar year and of performance under the pooling and servicing agreement has been made under the officer’s supervision, and (ii) to the best of the officer’s knowledge, based on the review, such party has fulfilled all its obligations under the pooling and servicing agreement throughout the year, or, if there has been a failure to fulfill any obligation in any material respect, specifying the failure known to the officer and the nature and status of the failure.

In addition, each party that participates in the servicing and administration of more than 5% of the mortgage loans and other assets comprising a trust for any series will be required to deliver annually to us and/or the trustee, a report (an “Assessment of Compliance”) that assesses compliance by that party with the servicing criteria set forth in Item 1122(d) of Regulation AB (17 C.F.R. 229.1122) that contains the following:

● a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to it;

● a statement that the party used the criteria in Item 1122(d) of Regulation AB to assess compliance with the applicable servicing criteria;

● the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the prior calendar month, setting forth any material instance of noncompliance identified by the party; and

● a statement that a registered public accounting firm has issued an attestation report on the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the prior calendar month.

Each party that is required to deliver an Assessment of Compliance will also be required to simultaneously deliver a report (an “Attestation Report”) of a registered public accounting firm, prepared in accordance with the standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, that expresses an opinion, or states that an opinion cannot be expressed, concerning the party’s assessment of compliance with the applicable servicing criteria.

Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor

Generally, the related Pooling Agreement will permit the master servicer, the special servicer and any REMIC administrator to resign from its obligations thereunder only upon

● the appointment of, and the acceptance of such appointment by, a successor thereto and receipt by the trustee of written confirmation from each applicable rating agency that such resignation and appointment will not have an adverse effect on the rating assigned by such rating agency to any class of certificates of such series or

● a determination that such obligations are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. No such resignation will become effective until the trustee or other successor has assumed the obligations and duties of the resigning master servicer, special servicer or REMIC administrator, as the case may be, under the Pooling Agreement.

The master servicer and special servicer for each trust fund will be required to maintain a fidelity bond and errors and omissions policy or their equivalent that provides coverage against losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors and omissions, subject to certain limitations as to amount of coverage, deductible amounts, conditions, exclusions and exceptions permitted by the related Pooling Agreement.

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Generally, the Pooling Agreements will further provide that none of the master servicer, the special servicer, the REMIC administrator, the depositor or any director, officer, employee or agent of any of them will be under any liability to the related trust fund or certificateholders for any action taken, or not taken, in good faith pursuant to the Pooling Agreement or for errors in judgment. However, that none of the master servicer, the special servicer, the REMIC administrator, the depositor or any such person will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of obligations or duties thereunder or by reason of reckless disregard of such obligations and duties. Generally, the Pooling Agreements will further provide that the master servicer, the special servicer, the REMIC administrator, the depositor and any director, officer, employee or agent of any of them will be entitled to indemnification by the related trust fund against any loss, liability or expense incurred in connection with any legal action that relates to such Pooling Agreement or the related series of certificates.

However, such indemnification will not extend to any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of obligations or duties under such Pooling Agreement, or by reason of reckless disregard of such obligations or duties. In addition, each Pooling Agreement will provide that none of the master servicer, the special servicer, the REMIC administrator or the depositor will be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective responsibilities under the Pooling Agreement and that in its opinion may involve it in any expense or liability. However, each of the master servicer, the special servicer, the REMIC administrator and the depositor will be permitted, in the exercise of its discretion, to undertake any such action that it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties to the Pooling Agreement and the interests of the related series of certificateholders thereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, will be expenses, costs and liabilities of the related series of certificateholders, and the master servicer, the special servicer, the REMIC administrator or the depositor, as the case may be, will be entitled to charge the related Certificate Account therefor.

Any person into which the master servicer, the special servicer, the REMIC administrator or the depositor may be merged or consolidated, or any person resulting from any merger or consolidation to which the master servicer, the special servicer, the REMIC administrator or the depositor is a party, or any person succeeding to the business of the master servicer, the special servicer, the REMIC administrator or the depositor, will be the successor of the master servicer, the special servicer, the REMIC administrator or the depositor, as the case may be, under the related Pooling Agreement.

Generally, the Pooling Agreements will provide that a REMIC administrator will be entitled to perform any of its duties under the related Pooling Agreement either directly or by or through agents or attorneys, and the REMIC administrator will not be responsible for any willful misconduct or gross negligence on the part of any such agent or attorney appointed by it with due care.

Termination Events

“Termination Events” under the related Pooling Agreement generally will include, without limitation,

● any failure by the master servicer to distribute or cause to be distributed to the certificateholders of such series, or to remit to the trustee for distribution to such certificateholders, any amount required to be so distributed or remitted, which failure continues unremedied for five days (or such other period specified in the related prospectus supplement) after written notice thereof has been given to the master servicer by any other party to the related Pooling Agreement, or to the master servicer, with a copy to each other party to the related Pooling Agreement, by certificateholders entitled to not less than 25% (or such other percentage specified in the related prospectus supplement) of the Voting Rights for such series;

● any failure by the special servicer to remit to the master servicer or the trustee, as applicable, any amount required to be so remitted, which failure continues unremedied for five days (or such other period specified in the related prospectus supplement) after written notice thereof has been given to the special servicer by any other party to the related Pooling Agreement, or to the special servicer, with a copy to each other party to the related Pooling Agreement, by the certificateholders entitled to not less than 25% (or such other percentage specified in the related prospectus supplement) of the Voting Rights of such series;

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● any failure by the master servicer or the special servicer duly to observe or perform in any material respect any of its other covenants or obligations under the related Pooling Agreement, which failure continues unremedied for sixty days (or such other period specified in the related prospectus supplement) after written notice thereof has been given to the master servicer or the special servicer, as the case may be, by any other party to the related Pooling Agreement, or to the master servicer or the special servicer, as the case may be, with a copy to each other party to the related Pooling Agreement, by certificateholders entitled to not less than 25% (or such other percentage specified in the related prospectus supplement) of the Voting Rights for such series;

● any failure by a REMIC administrator (if other than the trustee) duly to observe or perform in any material respect any of its covenants or obligations under the related Pooling Agreement, which failure continues unremedied for sixty days after written notice thereof has been given to the REMIC administrator by any other party to the related Pooling Agreement, or to the REMIC administrator, with a copy to each other party to the related Pooling Agreement, by certificateholders entitled to not less than 25% (or such other percentage specified in the related prospectus supplement) of the Voting Rights for such series; and

● certain events of insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings in respect of or relating to the master servicer, the special servicer or the REMIC administrator (if other than the trustee), and certain actions by or on behalf of the master servicer, the special servicer or the REMIC administrator (if other than the trustee) indicating its insolvency or inability to pay its obligations. Material variations to the foregoing Termination Events (other than to add thereto or shorten cure periods or eliminate notice requirements) will be specified in the related prospectus supplement. When a single entity acts as master servicer, special servicer and REMIC administrator, or in any two of the foregoing capacities, for any trust fund, a Termination Event in one capacity generally will constitute a Termination Event in each capacity; however, the related prospectus supplement may provide that a Termination Event will only constitute Termination Event of such entity in the capacity in which the related event occurred.

Rights upon Termination Events

If a Termination Event occurs with respect to the master servicer, the special servicer or a REMIC administrator under a Pooling Agreement, then, in each and every such case, so long as the Termination Event remains unremedied, the depositor or the trustee will be authorized, and at the direction of certificateholders of the related series entitled to not less than 51% (or such other percentage specified in the related prospectus supplement) of the Voting Rights for such series, the trustee will be required, to terminate all of the rights and obligations of the defaulting party as master servicer, special servicer or REMIC administrator, as applicable, under the Pooling Agreement, whereupon the trustee will succeed to all of the responsibilities, duties and liabilities of the defaulting party as master servicer, special servicer or REMIC administrator, as applicable, under the Pooling Agreement (except that if the defaulting party is required to make advances thereunder regarding delinquent mortgage loans, but the trustee is prohibited by law from obligating itself to make such advances, or if the related prospectus supplement so specifies, the trustee will not be obligated to make such advances) and will be entitled to similar compensation arrangements. Generally, if the trustee is unwilling or unable so to act, it may (or, at the written request of certificateholders of the related series entitled to not less than 51% (or such other percentage specified in the related prospectus supplement) of the Voting Rights for such series, it will be required to) appoint, or petition a court of competent jurisdiction to appoint, a loan servicing institution or other entity that is acceptable to each applicable Rating Agency to act as successor to the master servicer, special servicer or REMIC administrator, as the case may be, under the Pooling Agreement (or meets such other standards as may be specified in the related prospectus supplement). Pending such appointment, the trustee will be obligated to act in such capacity. Generally the Pooling Agreements will require the terminated master servicer or special servicer to pay the costs of transferring the mortgage files and appointing a successor.

If the same entity is acting as both trustee and REMIC administrator, it may be removed in both such capacities as described under “—Resignation and Removal of the Trustee” below.

No certificateholder will have any right under a Pooling Agreement to institute any proceeding with respect to such Pooling Agreement unless such holder previously has given to the trustee written notice of the occurrence of a

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termination event and the continuance thereof and unless the holders of certificates of any class evidencing not less than 25% of the aggregate Percentage Interests constituting such class have made written request upon the trustee to institute such proceeding in its own name as trustee thereunder and have offered to the trustee reasonable indemnity and the trustee for sixty days after receipt of such request and indemnity has neglected or refused to institute any such proceeding. However, the trustee will be under no obligation to exercise any of the trusts or powers vested in it by the Pooling Agreement or to institute, conduct or defend any litigation thereunder or in relation thereto at the request, order or direction of any of the holders of certificates covered by such Pooling Agreement, unless such certificateholders have offered to the trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.

Amendment

Generally, each pooling agreement may be amended by the parties thereto, without the consent of any of the holders of certificates covered by such pooling agreement,

● to cure any ambiguity,

● to correct or supplement any provision therein which may be inconsistent with any other provision therein or to correct any error,

● to change the timing and/or nature of deposits in the Certificate Account, provided that (A) such change would not adversely affect in any material respect the interests of any certificateholder, as evidenced by an opinion of counsel, and (B) such change would not adversely affect the then-current rating of any rated classes of certificates, as evidenced by a letter from each applicable rating agency,

● if a REMIC election has been made with respect to the related trust fund, to modify, eliminate or add to any of its provisions (A) to such extent as shall be necessary to maintain the qualification of the trust fund (or any designated portion thereof) as a REMIC or to avoid or minimize the risk of imposition of any tax on the related trust fund, provided that the trustee has received an opinion of counsel to the effect that (1) such action is necessary or desirable to maintain such qualification or to avoid or minimize such risk, and (2) such action will not adversely affect in any material respect the interests of any holder of certificates covered by the pooling agreement, or (B) to restrict the transfer of the Residual certificates, provided that the depositor has determined that the then-current ratings of the classes of the certificates that have been rated will not be adversely affected, as evidenced by a letter from each applicable rating agency, and that any such amendment will not give rise to any tax with respect to the transfer of the Residual certificates to a non-permitted transferee (See “Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxation of Residual Certificates—Tax Related Restrictions on Transfer of Residual Certificates” herein),

● to make any other provisions with respect to matters or questions arising under such pooling agreement or any other change, provided that such action will not adversely affect in any material respect the interests of any certificateholder,

● to amend specified provisions that are not material to holders of any class of certificates offered hereunder,

● for such other purposes as may be specified in the related prospectus supplement.

The pooling agreement may also be amended by the parties thereto with the consent of the holders of certificates of each class affected thereby evidencing, in each case, not less than 66 2⁄3% (or such other percentage specified in the related prospectus supplement) of the aggregate Percentage Interests constituting such class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of such pooling agreement or of modifying in any manner the rights of the holders of certificates covered by such pooling agreement, except that no such amendment may

● reduce in any manner the amount of, or delay the timing of, payments received on mortgage loans which are required to be distributed on a certificate of any class without the consent of the holder of such certificate or

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● reduce the aforesaid percentage of certificates of any class the holders of which are required to consent to any such amendment without the consent of the holders of all certificates of such class covered by such pooling agreement then outstanding.

Notwithstanding the foregoing, if a REMIC election has been made with respect to the related trust fund, the trustee will not be required to consent to any amendment to a pooling agreement without having first received an opinion of counsel to the effect that such amendment or the exercise of any power granted to the Master Servicer, the special servicer, the Depositor, the trustee or any other specified person in accordance with such amendment will not result in the imposition of a tax on the related trust fund or cause such trust fund (or any designated portion thereof) to fail to qualify as a REMIC.

List of Certificateholders

Unless otherwise specified in the related prospectus supplement, upon written request of three or more certificateholders of record made for purposes of communicating with other holders of certificates of the same series with respect to their rights under the related Pooling Agreement, the trustee or other specified person will afford such certificateholders access during normal business hours to the most recent list of certificateholders of that series held by such person. If such list is as of a date more than 90 days prior to the date of receipt of such certificateholders’ request, then such person, if not the registrar for such series of certificates, will be required to request from such registrar a current list and to afford such requesting certificateholders access thereto promptly upon receipt.

The Trustee

The trustee under each Pooling Agreement will be named in the related prospectus supplement. The commercial bank, national banking association, banking corporation or trust company that serves as trustee may have typical banking relationships with the depositor and its affiliates and with any master servicer, special servicer or REMIC administrator and its affiliates.

Duties of the Trustee

The trustee for each series of certificates will make no representation as to the validity or sufficiency of the related Pooling Agreement (other than as to its being a valid obligation of such trustee), such certificates or any underlying mortgage asset or related document and will not be accountable for the use or application by or on behalf of any master servicer or special servicer of any funds paid to the master servicer or special servicer in respect of the certificates or the underlying mortgage assets. If no Termination Event has occurred and is continuing, the trustee for each series of certificates will be required to perform only those duties specifically required under the related Pooling Agreement. However, upon receipt of any of the various certificates, reports or other instruments required to be furnished to it pursuant to the related Pooling Agreement, a trustee will be required to examine such documents and to determine whether they conform to the requirements of such agreement.  As and to the extent described in the related prospectus supplement and as set forth in the related Pooling Agreement, certain duties of the trustee described in this prospectus will be performed by the related certificate administrator.

Certain Matters Regarding the Trustee

As and to the extent described in the related prospectus supplement, the fees and normal disbursements of any trustee may be the expense of the related master servicer or other specified person or may be required to be borne by the related trust fund.

Generally, the trustee for each series of certificates will be entitled to indemnification, from amounts held in the Certificate Account for such series, for any loss, liability or expense incurred by the trustee in connection with the trustee’s acceptance or administration of its trusts under the related Pooling Agreement; provided, however, that such indemnification will not extend to any loss liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence on the part of the trustee in the performance of its obligations and duties thereunder, or by reason of its reckless disregard of such obligations or duties.

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Generally, the trustee for each series of certificates will be entitled to execute any of its trusts or powers under the related Pooling Agreement or perform any of this duties thereunder either directly or by or through agents or attorneys, and the trustee will not be responsible for any willful misconduct or gross negligence on the part of any such agent or attorney appointed by it with due care.

Resignation and Removal of the Trustee

The trustee may resign at any time, in which event the depositor will be obligated to appoint a successor trustee. The depositor may also remove the trustee if the trustee ceases to be eligible to continue as such under the Pooling Agreement or if the trustee becomes insolvent. Upon becoming aware of such circumstances, the depositor will be obligated to appoint a successor trustee. The trustee may also be removed at any time by the holders of certificates of the applicable series evidencing not less than 51% (or such other percentage specified in the related prospectus supplement) of the Voting Rights for such series. Any resignation or removal of the trustee and appointment of a successor trustee will not become effective until acceptance of the appointment by the successor trustee. Notwithstanding anything herein to the contrary, if any entity is acting as both trustee and REMIC administrator, then any resignation or removal of such entity as the trustee will also constitute the resignation or removal of such entity as REMIC administrator, and the successor trustee will serve as successor to the REMIC administrator as well.

Additional Parties to the Agreements

If so specified in the prospectus supplement for a series, there may be one or more additional parties to the related pooling and servicing agreement, including but not limited to (i) a paying agent, which will make payments and perform other specified duties with respect to the certificates, (ii) a certificate registrar, which will maintain the register of certificates and perform certain duties with respect to certificate transfer, (iii) an authenticating agent, which will countersign the certificates on behalf of the trustee and/or (iv) a fiscal agent, which will be required to make advances if the trustee fails to do so when required.

DESCRIPTION OF CREDIT SUPPORT

General

Credit Support may be provided with respect to one or more classes of the certificates of any series or with respect to the related mortgage assets. Credit Support may be in the form of

● the subordination of one or more classes of certificates,

● cross-support provisions,

● overcollateralization,

● a letter of credit,

● a loan insurance policy,

● a certificate insurance policy,

● a guarantee,

● a surety bond,

● a reserve fund,

● or any combination thereof (any such coverage with respect to the certificate of any series, “Credit Support”).

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The Credit Support may not provide protection against all risks of loss and will not guarantee payment to certificateholders of all amounts to which they are entitled under the related Pooling Agreement. If losses or shortfalls occur that exceed the amount covered by the related Credit Support or that are of a type not covered by such Credit Support, certificateholders will bear their allocable share of deficiencies.

If Credit Support is provided with respect to one or more classes of certificates of a series, or with respect to the related mortgage assets, the related prospectus supplement will include a description of

● the nature and amount of coverage under such Credit Support,

● any conditions to payment thereunder not otherwise described herein,

● the conditions (if any) under which the amount of coverage under such Credit Support may be reduced and under which such Credit Support may be terminated or replaced and

● the material provisions relating to such Credit Support. Additionally, the related prospectus supplement will set forth certain information with respect to the obligor, if any, under any instrument of Credit Support. See “Risk Factors—Credit Support Limitations.”

Subordinate Certificates

If so specified in the related prospectus supplement, one or more classes of certificates of a series may be subordinate certificates. To the extent specified in the related prospectus supplement, the rights of the holders of subordinate certificates to receive distributions from the Certificate Account on any distribution date will be subordinated to the corresponding rights of the holders of senior certificates. If so provided in the related prospectus supplement, the subordination of a class may apply only in the event of certain types of losses or shortfalls. The related prospectus supplement will set forth information concerning the method and amount of subordination provided by a class or classes of subordinate certificates in a series and the circumstances under which such subordination will be available.

Cross-Support Provisions

If the mortgage assets in any trust fund are divided into separate groups, each supporting a separate class or classes of certificates of the related series, Credit Support may be provided by cross-support provisions requiring that distributions be made on senior certificates evidencing interests in one group of mortgage assets prior to distributions on subordinate certificates evidencing interests in a different group of mortgage assets within the trust fund. The prospectus supplement for a series that includes a cross-support provision will describe the manner and conditions for applying such provisions.

Overcollateralization

If specified in the related prospectus supplement, the principal balance of loans in a trust fund at the cut-off date may exceed the initial principal balance of the certificates of the related series, thus providing an additional measure of protection against losses and delinquencies on the loans.

Alternatively, if specified in the related prospectus supplement, a series may provide that excess cash flow received on the mortgage loans (generally interest in excess of that required to make interest payments on the certificates) will not be released.  Instead, the excess cash will be available to offset principal losses and delinquencies on any class of certificates of the related series.  To the extent such excess cash is not used to offset such principal losses and delinquencies, after the principal balances of one or more senior classes of certificates have been paid in full, such excess cash will be paid to one or more classes of certificates as specified in the prospectus supplement.

Letter of Credit

If so provided in the prospectus supplement for a series of certificates, deficiencies in amounts otherwise payable on such certificates or certain classes thereof will be covered by one or more letters of credit, issued by a

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bank or other financial institution specified in such prospectus supplement (the “Letter of Credit Bank”). Under a letter of credit, the Letter of Credit Bank will be obligated to honor draws thereunder in an aggregate fixed dollar amount, net of unreimbursed payments thereunder, generally equal to a percentage specified in the related prospectus supplement of the aggregate principal balance of some or all of the related mortgage assets on the related Cut-off Date or of the initial aggregate certificate balance of one or more classes of certificates. If so specified in the related prospectus supplement, the letter of credit may permit draws only in the event of certain types of losses and shortfalls. The amount available under the letter of credit will, in all cases, be reduced to the extent of the unreimbursed payments thereunder and may otherwise be reduced as described in the related prospectus supplement. The obligations of the Letter of Credit Bank under the letter of credit for each series of certificates will expire at the earlier of the date specified in the related prospectus supplement or the termination of the trust fund.

Insurance or Guarantees with Respect to Mortgage Loans

If so provided in the prospectus supplement for a series of certificates, mortgage loans included in the related trust fund will be covered for certain default risks by insurance policies or guarantees. The related prospectus supplement will describe the nature of such default risks and the extent of such coverage.

Certificate Insurance and Surety Bonds

If so provided in the prospectus supplement for a series of certificates, deficiencies in amounts otherwise payable on such certificates or certain classes thereof will be covered by insurance policies or surety bonds provided by one or more insurance companies or sureties. Such instruments may cover, with respect to one or more classes of certificates of the related series, timely distributions of interest or distributions of principal on the basis of a schedule of principal distributions set forth in or determined in the manner specified in the related prospectus supplement. The related prospectus supplement will describe any limitations on the draws that may be made under any such instrument.

Reserve Funds

If so provided in the prospectus supplement for a series of certificates, deficiencies in amounts otherwise payable on such certificates or certain classes thereof will be covered (to the extent of available funds) by one or more reserve funds in which cash, a letter of credit, Permitted Investments, a demand note or a combination thereof will be deposited, in the amounts specified in such prospectus supplement. If so specified in the related prospectus supplement, the reserve fund for a series may also be funded over time by a specified amount of certain collections received on the related mortgage assets.

Amounts on deposit in any reserve fund for a series will be applied for the purposes, in the manner, and to the extent specified in the related prospectus supplement if so specified in the related prospectus supplement, reserve funds may be established to provide protection only against certain types of losses and shortfalls. Following each distribution date, amounts in a reserve fund in excess of any amount required to be maintained therein may be released from the reserve fund under the conditions and to the extent specified in the related prospectus supplement.

If so specified in the related prospectus supplement, amounts deposited in any reserve fund will be invested in Permitted Investments. Generally, any reinvestment income or other gain from such investments will be credited to the related reserve fund for such series, and any loss resulting from such investments will be charged to such reserve fund. However, such income may be payable to any related master servicer or another service provider as additional compensation for its services.

Credit Support with Respect to MBS

If so provided in the prospectus supplement for a series of certificates, any MBS included in the related trust fund and/or the related underlying mortgage loans may be covered by one or more of the types of Credit Support described herein. The related prospectus supplement will specify, as to each such form of Credit Support, the information indicated above with respect thereto.

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CASH FLOW AND DERIVATIVES AGREEMENTS

If so specified in the prospectus supplement for a series of certificates, the related trust fund may include guaranteed investment contracts pursuant to which moneys held in the funds and accounts established for such series will be invested at a specified rate. If so specified in the prospectus supplement for a series of certificates, the related trust fund may include interest rate exchange agreements or interest rate cap or floor agreements. These types of agreements may be used to limit the exposure of the trust fund or investors in the certificates to fluctuations in interest rates and to situations where interest rates become higher or lower than specified thresholds, and may also be used to alter the payment characteristics of the cash flows from a trust fund. Generally, an interest rate exchange agreement is a contract between two parties to pay and receive, with a set frequency, interest payments determined by applying the differential between two interest rates to an agreed-upon notional principal. Generally, an interest rate cap agreement is a contract pursuant to which one party agrees to reimburse another party for a floating rate interest payment obligation, to the extent that the rate payable at any time exceeds a specified cap. Generally, an interest rate floor agreement is a contract pursuant to which one party agrees to reimburse another party in the event that amounts owing to the latter party under a floating rate interest payment obligation are payable at a rate which is less than a specified floor. The specific provisions of these types of agreements will be described in the related prospectus supplement.

CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS

The following discussion contains general summaries of certain legal aspects of mortgage loans secured by commercial and multifamily residential properties. Because such legal aspects are governed by applicable local law (which laws may differ substantially), the summaries do not purport to be complete, to reflect the laws of any particular jurisdiction, or to encompass the laws of all jurisdictions in which the security for the Mortgage Loans (or mortgage loans underlying any MBS) is situated. Accordingly, the summaries are qualified in their entirety by reference to the applicable laws of those jurisdictions. See “Description of the Trust Funds—Mortgage Loans.” If a significant percentage of mortgage loans (or mortgage loans underlying MBS), by balance, are secured by properties in a particular jurisdiction, relevant local laws, to the extent they vary materially from this discussion, will be discussed in the prospectus supplement.

General

Each mortgage loan will be evidenced by a note or bond and secured by an instrument granting a security interest in real property, which may be a mortgage, deed of trust or a deed to secure debt, depending upon the prevailing practice and law in the state in which the related mortgaged property is located. Mortgages, deeds of trust and deeds to secure debt are herein collectively referred to as “mortgages.” A mortgage creates a lien upon, or grants a title interest in, the real property covered thereby, and represents the security for the repayment of the indebtedness customarily evidenced by a promissory note. The priority of the lien created or interest granted will depend on the terms of the mortgage and, in some cases, on the terms of separate subordination agreements or intercreditor agreements with others that hold interests in the real property, the knowledge of the parties to the mortgage and, generally, the order of recordation of the mortgage in the appropriate public recording office. However, the lien of a recorded mortgage will generally be subordinate to later-arising liens for real estate taxes and assessments and other charges imposed under governmental police powers.

Types of Mortgage Instruments

There are two parties to a mortgage: a mortgagor (the borrower and usually the owner of the subject property) and a mortgagee (the lender). In contrast, a deed of trust is a three-party instrument, among a trustor (the equivalent of a borrower), a trustee to whom the real property is conveyed, and a beneficiary (the lender) for whose benefit the conveyance is made. Under a deed of trust, the trustor grants the property, irrevocably until the debt is paid, in trust and generally with a power of sale, to the trustee to secure repayment of the indebtedness evidenced by the related note. A deed to secure debt typically has two parties, pursuant to which the borrower, or grantor, conveys title to the real property to the grantee, or lender, generally with a power of sale, until such time as the debt is repaid. In a case where the borrower is a land trust, there would be an additional party because legal title to the property is held by a land trustee under a land trust agreement for the benefit of the borrower. At origination of a mortgage loan involving a land trust, the borrower may execute a separate undertaking to make payments on the mortgage note. In no event is

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the land trustee personally liable for the mortgage note obligation. The mortgagee’s authority under a mortgage, the trustee’s authority under a deed of trust and the grantee’s authority under a deed to secure debt are governed by the express provisions of the related instrument, the law of the state in which the real property is located, certain federal laws and, in some deed of trust transactions, the directions of the beneficiary.

Leases and Rents

Mortgages that encumber income-producing property often contain an assignment of rents and leases and/or may be accompanied by a separate assignment of rents and leases, pursuant to which the borrower assigns to the lender the borrower’s right, title and interest as landlord under each lease and the income derived therefrom, while (unless rents are to be paid directly to the lender) retaining a revocable license to collect the rents for so long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect the rents. Local law may require that the lender take possession of the property and/or obtain a court-appointed receiver before becoming entitled to collect the rents.

In most states, hotel and motel room rates are considered accounts receivable under the Uniform Commercial Code (“UCC”); in cases where hotels or motels constitute loan security, the revenues are generally pledged by the borrower as additional security for the loan. In general, the lender must file financing statements in order to perfect its security interest in the room revenues and must file continuation statements, generally every five years, to maintain perfection of such security interest. In certain cases, mortgage loans secured by hotels or motels may be included in a trust fund even if the security interest in the room revenues was not perfected or the requisite UCC filings were allowed to lapse. Even if the lender’s security interest in room revenues is perfected under applicable nonbankruptcy law, it will generally be required to commence a foreclosure action or otherwise take possession of the property in order to enforce its rights to collect the room revenues following a default. In the bankruptcy setting, however, the lender will be stayed from enforcing its rights to collect room revenues, but those room revenues constitute “cash collateral” and therefore generally cannot be used by the bankruptcy debtor without a hearing or lender’s consent or unless the lender’s interest in the room revenues is given adequate protection (e.g., cash payment for otherwise encumbered funds or a replacement lien on unencumbered property, in either case in value equivalent to the amount of room revenues that the debtor proposes to use, or other similar relief). See “—Bankruptcy Laws.”

Personalty

In the case of certain types of mortgaged properties, such as hotels, motels and nursing homes, personal property (to the extent owned by the borrower and not previously pledged) may constitute a significant portion of the property’s value as security. The creation and enforcement of liens on personal property are governed by the UCC. Accordingly, if a borrower pledges personal property as security for a mortgage loan, the lender generally must file UCC financing statements in order to perfect its security interest therein, and must file continuation statements, generally every five years, to maintain that perfection. In certain cases, mortgage loans secured in part by personal property may be included in a trust fund even if the security interest in such personal property was not perfected or the requisite UCC filings were allowed to lapse.

Foreclosure

General. Foreclosure is a legal procedure that allows the lender to recover its mortgage debt by enforcing its rights and available legal remedies under the mortgage. If the borrower defaults in payment or performance of its obligations under the note or mortgage, the lender has the right to institute foreclosure proceedings to sell the real property at public auction to satisfy the indebtedness.

Foreclosure Procedures Vary From State to State. Two primary methods of foreclosing a mortgage are judicial foreclosure, involving court proceedings, and nonjudicial foreclosure pursuant to a power of sale granted in the mortgage instrument. Other foreclosure procedures are available in some states, but they are either infrequently used or available only in limited circumstances.

A foreclosure action is subject to most of the delays and expenses of other lawsuits if defenses are raised or counterclaims are interposed, and sometimes requires several years to complete.

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Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a court having jurisdiction over the mortgaged property. Generally, the action is initiated by the service of legal pleadings upon all parties having a subordinate interest of record in the real property and all parties in possession of the property, under leases or otherwise, whose interests are subordinate to the mortgage. Delays in completion of the foreclosure may occasionally result from difficulties in locating defendants. When the lender’s right to foreclose is contested, the legal proceedings can be time-consuming. Upon successful completion of a judicial foreclosure proceeding, the court generally issues a judgment of foreclosure and appoints a referee or other officer to conduct a public sale of the mortgaged property, the proceeds of which are used to satisfy the judgment. Such sales are made in accordance with procedures that vary from state to state.

Equitable and Other Limitations on Enforceability of Certain Provisions. United States courts have traditionally imposed general equitable principles to limit the remedies available to lenders in foreclosure actions. These principles are generally designed to relieve borrowers from the effects of mortgage defaults perceived as harsh or unfair. Relying on such principles, a court may alter the specific terms of a loan to the extent it considers necessary to prevent or remedy an injustice, undue oppression or overreaching, or may require the lender to undertake affirmative actions to determine the cause of the borrower’s default and the likelihood that the borrower will be able to reinstate the loan. In some cases, courts have substituted their judgment for the lender’s and have required that lenders reinstate loans or recast payment schedules in order to accommodate borrowers who are suffering from a temporary financial disability. In other cases, courts have limited the right of the lender to foreclose in the case of a nonmonetary default, such as a failure to adequately maintain the mortgaged property or an impermissible further encumbrance of the mortgaged property. Finally, some courts have addressed the issue of whether federal or state constitutional provisions reflecting due process concerns for adequate notice require that a borrower receive notice in addition to statutorily-prescribed minimum notice. For the most part, these cases have upheld the reasonableness of the notice provisions or have found that a public sale under a mortgage providing for a power of sale does not involve sufficient state action to trigger constitutional protections.

In addition, some states may have statutory protection such as the right of the borrower to reinstate mortgage loans after commencement of foreclosure proceedings but prior to a foreclosure sale.

Nonjudicial Foreclosure/Power of Sale. In states permitting nonjudicial foreclosure proceedings, foreclosure of a deed of trust is generally accomplished by a nonjudicial trustee’s sale pursuant to a power of sale typically granted in the deed of trust. A power of sale may also be contained in any other type of mortgage instrument if applicable law so permits. A power of sale under a deed of trust allows a nonjudicial public sale to be conducted generally following a request from the beneficiary/lender to the trustee to sell the property upon default by the borrower and after notice of sale is given in accordance with the terms of the mortgage and applicable state law. In some states, prior to such sale, the trustee under the deed of trust must record a notice of default and notice of sale and send a copy to the borrower and to any other party who has recorded a request for a copy of a notice of default and notice of sale. In addition, in some states the trustee must provide notice to any other party having an interest of record in the real property, including junior lienholders. A notice of sale must be posted in a public place and, in most states, published for a specified period of time in one or more newspapers. The borrower or junior lienholder may then have the right, during a reinstatement period required in some states, to cure the default by paying the entire actual amount in arrears (without regard to the acceleration of the indebtedness), plus the lender’s expenses incurred in enforcing the obligation. In other states, the borrower or the junior lienholder is not provided a period to reinstate the loan, but has only the right to pay off the entire debt to prevent the foreclosure sale. Generally, state law governs the procedure for public sale, the parties entitled to notice, the method of giving notice and the applicable time periods.

Public Sale. A third party may be unwilling to purchase a mortgaged property at a public sale because of the difficulty in determining the exact status of title to the property (due to, among other things, redemption rights that may exist) and because of the possibility that physical deterioration of the property may have occurred during the foreclosure proceedings. Potential buyers may be reluctant to purchase property at a foreclosure sale as a result of the 1980 decision of the United States Court of Appeals for the Fifth Circuit in Durrett v. Washington National Insurance Company and other decisions that have followed its reasoning. The court in Durrett held that even a non-collusive, regularly conducted foreclosure sale was a fraudulent transfer under the federal bankruptcy code, as amended from time to time (11 U.S.C. §§ 101-1532) (the “Bankruptcy Code”) and, thus, could be rescinded in favor of the bankrupt’s estate, if (1) the foreclosure sale was held while the debtor was insolvent and not more than one year prior to the filing of the bankruptcy petition and (2) the price paid for the foreclosed property did not represent

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“fair consideration,” which is “reasonably equivalent value” under the Bankruptcy Code. Although the reasoning and result of Durrett in respect of the Bankruptcy Code was rejected by the United States Supreme Court in BFP v. Resolution Trust Corp., 511 U.S. 531 (1994), the case could nonetheless be persuasive to a court applying a state fraudulent conveyance law which has provisions similar to those construed in Durrett. Therefore, it is common for the lender to purchase the mortgaged property for an amount equal to the secured indebtedness and accrued and unpaid interest plus the expenses of foreclosure, in which event the borrower’s debt will be extinguished, or for a lesser amount in order to preserve its right to seek a deficiency judgment if such is available under state law and under the terms of the mortgage loan documents. (The mortgage loans, however, may be nonrecourse. See “Risk Factors—Commercial and Multifamily Mortgage Loans Are Subject to Certain Risks Which Could Adversely Affect the Performance of Your Offered Certificates—The Mortgage Loans May Be Nonrecourse Loans or Loans With Limited Recourse.”) Thereafter, subject to the borrower’s right in some states to remain in possession during a redemption period, the lender will become the owner of the property and have both the benefits and burdens of ownership, including the obligation to pay debt service on any senior mortgages, to pay taxes, to obtain casualty insurance and to make such repairs as are necessary to render the property suitable for sale. Frequently, the lender employs a third-party management company to manage and operate the property. The costs of operating and maintaining a commercial or multifamily residential property may be significant and may be greater than the income derived from that property. The costs of management and operation of those mortgaged properties which are hotels, motels, restaurants, nursing or convalescent homes, hospitals or casinos may be particularly significant because of the expertise, knowledge and, with respect to certain of the property types, regulatory compliance, required to run those operations and the effect which foreclosure and a change in ownership may have on the public’s and the industry’s, including franchisors’, perception of the quality of those operations. The lender also will commonly obtain the services of a real estate broker and pay the broker’s commission in connection with the sale or lease of the property. Depending upon market conditions, the ultimate proceeds of the sale of the property may not equal the lender’s investment in the property. Moreover, a lender commonly incurs substantial legal fees and court costs in acquiring a mortgaged property through contested foreclosure and/or bankruptcy proceedings. Because of the expenses associated with acquiring, owning and selling a mortgaged property, a lender could realize an overall loss on a mortgage loan even if the mortgaged property is sold at foreclosure, or resold after it is acquired through foreclosure, for an amount equal to the full outstanding principal amount of the loan plus accrued interest.

Furthermore, an increasing number of states require that any environmental contamination at certain types of properties be cleaned up before a property may be resold. In addition, a lender may be responsible under federal or state law for the cost of cleaning up a mortgaged property that is environmentally contaminated. See “—Environmental Considerations” below.

The holder of a junior mortgage that forecloses on a mortgaged property does so subject to senior mortgages and any other prior liens, and may be obliged to keep senior mortgage loans current in order to avoid foreclosure of its interest in the property. In addition, if the foreclosure of a junior mortgage triggers the enforcement of a “due-on-sale” clause contained in a senior mortgage, the junior mortgagee could be required to pay the full amount of the senior mortgage indebtedness or face foreclosure.

Rights of Redemption. The purposes of a foreclosure action are to enable the lender to realize upon its security and to bar the borrower, and all persons who have interests in the property that are subordinate to that of the foreclosing lender, from exercise of their “equity of redemption.” The doctrine of equity of redemption provides that, until the property encumbered by a mortgage has been sold in accordance with a properly conducted foreclosure and foreclosure sale, those having interests that are subordinate to that of the foreclosing lender have an equity of redemption and may redeem the property by paying the entire debt with interest. Those having an equity of redemption must generally be made parties and joined in the foreclosure proceeding in order for their equity of redemption to be terminated.

The equity of redemption is a common-law (nonstatutory) right which should be distinguished from post-sale statutory rights of redemption. In some states, after sale pursuant to a deed of trust or foreclosure of a mortgage, the borrower and foreclosed junior lienors are given a statutory period in which to redeem the property. In some states, statutory redemption may occur only upon payment of the foreclosure sale price. In other states, redemption may be permitted if the former borrower pays only a portion of the sums due. The effect of a statutory right of redemption is to diminish the ability of the lender to sell the foreclosed property because the exercise of a right of redemption would defeat the title of any purchaser through a foreclosure. Consequently, the practical effect of the redemption

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right is to force the lender to maintain the property and pay the expenses of ownership until the redemption period has expired. In some states, a post-sale statutory right of redemption may exist following a judicial foreclosure, but not following a trustee’s sale under a deed of trust.

Anti-Deficiency Legislation. Some or all of the mortgage loans may be nonrecourse loans, as to which recourse in the case of default will be limited to the mortgaged property and such other assets, if any, that were pledged to secure the mortgage loan. However, even if a mortgage loan by its terms provides for recourse to the borrower’s other assets, a lender’s ability to realize upon those assets may be limited by state law. For example, in some states a lender cannot obtain a deficiency judgment against the borrower following foreclosure or sale under a deed of trust.

A deficiency judgment is a personal judgment against the former borrower equal to the difference between the net amount realized upon the public sale of the real property and the amount due to the lender. Other statutes may require the lender to exhaust the security afforded under a mortgage before bringing a personal action against the borrower. In certain other states, the lender has the option of bringing a personal action against the borrower on the debt without first exhausting such security; however, in some of those states, the lender, following judgment on such personal action, may be deemed to have elected a remedy and thus may be precluded from foreclosing upon the security. Consequently, lenders in those states where such an election of remedy provision exists will usually proceed first against the security. Finally, other statutory provisions, designed to protect borrowers from exposure to large deficiency judgments that might result from bidding at below-market values at the foreclosure sale, limit any deficiency judgment to the excess of the outstanding debt over the fair market value of the property at the time of the sale.

Leasehold Considerations. Mortgage Loans may be secured by a mortgage on the borrower’s leasehold interest in a ground lease. Leasehold mortgage loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of the borrower. The most significant of these risks is that if the borrower’s leasehold were to be terminated upon a lease default, the leasehold mortgagee would lose its security. This risk may be lessened if the ground lease requires the lessor to give the leasehold mortgagee notices of lessee defaults and an opportunity to cure them, permits the leasehold estate to be assigned to and by the leasehold mortgagee or the purchaser at a foreclosure sale, and contains certain other protective provisions typically included in a “mortgageable” ground lease. Certain mortgage loans, however, may be secured by ground leases which do not contain these provisions.

In addition, where a lender has as its security both the fee and leasehold interest in the same property, the grant of a mortgage lien on its fee interest by the land owner/ground lessor to secure the debt of a borrower/ground lessee may be subject to challenge as a fraudulent conveyance. Among other things, a legal challenge to the granting of the liens may focus on the benefits realized by the land owner/ground lessor from the loan. If a court concluded that the granting of the mortgage lien was an avoidable fraudulent conveyance, it might take actions detrimental to the holders of the offered certificates, including, under certain circumstances, invalidating the mortgage lien on the fee interest of the land owner/ground lessor.

Cooperative Shares. Mortgage loans may be secured by a security interest on the borrower’s ownership interest in shares, and the proprietary leases appurtenant thereto, allocable to cooperative dwelling units that may be vacant or occupied by nonowner tenants. Such loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of a borrower in real property. Such a loan typically is subordinate to the mortgage, if any, on the cooperative’s building which, if foreclosed, could extinguish the equity in the building and the proprietary leases of the dwelling units derived from ownership of the shares of the cooperative. Further, transfer of shares in a cooperative are subject to various regulations as well as to restrictions under the governing documents of the cooperative, and the shares may be cancelled in the event that associated maintenance charges due under the related proprietary leases are not paid. Typically, a recognition agreement between the lender and the cooperative provides, among other things, the lender with an opportunity to cure a default under a proprietary lease.

Under the laws applicable in many states, “foreclosure” on cooperative shares is accomplished by a sale in accordance with the provisions of Article 9 of the UCC and the security agreement relating to the shares. Article 9 of the UCC requires that a sale be conducted in a “commercially reasonable” manner, which may be dependent upon, among other things, the notice given the debtor and the method, manner, time, place and terms of the sale. Article 9 of the UCC provides that the proceeds of the sale will be applied first to pay the costs and expenses of the sale and then to satisfy the indebtedness secured by the lender’s security interest. A recognition agreement, however,

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generally provides that the lender’s right to reimbursement is subject to the right of the cooperative to receive sums due under the proprietary leases.

Bankruptcy Laws

Operation of the Bankruptcy Code and related state laws may interfere with or affect the ability of a lender to obtain payment of a loan, realize upon collateral and/or to enforce a deficiency judgment. For example, under the Bankruptcy Code, virtually all actions (including foreclosure actions and deficiency judgment proceedings) are automatically stayed upon the filing of the bankruptcy petition and, usually, no interest or principal payments are made during the course of the bankruptcy case. The delay and the consequences thereof caused by such automatic stay can be significant. For example, the filing of a petition in bankruptcy by or on behalf of a junior mortgage lien holder may stay the senior lender from taking action to foreclose out such junior lien. At a minimum, the senior lender would suffer delay due to its need to seek bankruptcy court approval before taking any foreclosure or other action that could be deemed in violation of the automatic stay of section 362(a) of the Bankruptcy Code.

Under sections 363(b) and (f) of the Bankruptcy Code, a bankruptcy trustee, or a borrower as debtor-in-possession, may under certain circumstances, despite the provisions of the related mortgage or other security agreement to the contrary, sell the related mortgaged property or other collateral free and clear of all liens, claims, encumbrances and interests, which liens would then attach to the proceeds of such sale. Such a sale may be approved by a bankruptcy court even if the proceeds are insufficient to pay the secured debt in full.

Under the Bankruptcy Code, provided certain substantive and procedural safeguards for a lender are met, the amount and terms of a mortgage or other security agreement secured by property of a debtor may be modified under certain circumstances. Pursuant to a confirmed plan of reorganization, lien avoidance or claim objection proceeding, the secured claim arising from a loan secured by real property or other collateral may be reduced to the then current value of the property (with a corresponding partial reduction of the amount of lender’s security interest), thus leaving the lender a secured creditor to the extent of the then current value of the property and a general unsecured creditor for the difference between such value and the outstanding balance of the loan. Such general unsecured claims may be paid less than 100% of the amount of the debt or not at all, depending upon the circumstances. Other modifications may include the reduction in the amount of each monthly payment, which reduction may result from a reduction in the rate of interest and/or the alteration of the repayment schedule (with or without affecting the unpaid principal balance of the loan), and/or an extension (or reduction) of the final maturity date. Some courts with federal bankruptcy jurisdiction have approved plans, based on the particular facts of the reorganization case,  that effected the curing of a mortgage loan default by paying arrearages over a number of years. Also, under the Bankruptcy Code, a bankruptcy court may permit a debtor through its plan of reorganization to decelerate a secured loan and to reinstate the loan even though the lender accelerated the mortgage loan and final judgment of foreclosure had been entered in state court (provided no sale of the property had yet occurred) prior to the filing of the debtor’s petition. This may be done even if the plan of reorganization does not provide for payment of the full amount due under the original loan. Thus, the full amount due under the original loan may never be repaid.  Other types of significant modifications to the terms of mortgage loan may be acceptable to the bankruptcy court, such as making distributions to the mortgage holder of property other than cash, or the substitution of collateral which is the “indubitable equivalent” of the real property subject to the mortgage, or the subordination of the mortgage to liens securing new debt (provided that the lender’s secured claim is “adequately protected” as such term is defined and interpreted under the Bankruptcy Code), often depending on the particular facts and circumstances of the specific case.

Federal bankruptcy law may also interfere with or otherwise adversely affect the ability of a secured mortgage lender to enforce an assignment by a borrower of rents and leases (which “rents” may include revenues from hotels and other lodging facilities specified in the Bankruptcy Code) related to a mortgaged property if the related borrower is in a bankruptcy proceeding. Under section 362 of the Bankruptcy Code, a mortgagee may be stayed from enforcing the assignment, and the legal proceedings necessary to resolve the issue can be time consuming and may result in significant delays in the receipt of the rents. Rents (including applicable hotel and other lodging revenues) and leases may also escape such an assignment, among other things, (i) if the assignment is not fully perfected under state law prior to commencement of the bankruptcy proceeding, (ii) to the extent such rents and leases are used by the borrower to maintain the mortgaged property, or for other court authorized expenses, (iii) to the extent other collateral may be substituted for the rents and leases, (iv) to the extent the bankruptcy court determines that the

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lender is adequately protected, or (v) to the extent the court determines based on the equities of the case that the post-petition rents are not subject to the lender’s pre-petition securities interest.

Under the Bankruptcy Code, a security interest in real property acquired before the commencement of the bankruptcy case does not extend to income received after the commencement of the bankruptcy case unless such income is a proceed, product or rent of such property. Therefore, to the extent a business conducted on the mortgaged property creates accounts receivable  rather than rents or results from payments under a license rather than payments under a lease, a valid and perfected pre-bankruptcy lien on such accounts receivable or license income generally would not continue as to post-bankruptcy accounts receivable or license income.

The Bankruptcy Code has been amended to mitigate this problem with respect to fees, charges, accounts or other payments for the use or occupancy of rooms and other public facilities in hotels, motels or other lodging facilities. A lender’s perfected pre-petition security interest in leases, rents and hotel revenues continues in the post-petition leases, rents and hotel revenues, unless a bankruptcy court orders to the contrary “based on the equities of the case.” The equities of a particular case may permit the discontinuance of security interests in pre-petition leases and rents.  Thus, unless a court orders otherwise, revenues from a mortgaged property generated after the date the bankruptcy petition is filed will constitute “cash collateral” under the Bankruptcy Code. Debtors may only use cash collateral upon obtaining the lender’s consent or a prior court order finding that the lender’s interest in the mortgaged hotel, motel or other lodging property and the cash collateral is “adequately protected” as the term is defined and interpreted under the Bankruptcy Code. In addition to post-petition rents, any cash held by a lender in a lockbox or reserve account generally would also constitute “cash collateral” under the Bankruptcy Code. So long as the lender is adequately protected, a debtor’s use of cash collateral may be for its own benefit or for the benefit of any affiliated entity group that is also subject to bankruptcy proceedings, including use as collateral for new debt. It should be noted, however, that the court may find that the lender has no security interest in either pre petition or post petition revenues if the court finds that the loan documents do not contain language covering accounts, room rents, or other forms of personality necessary for a security interest to attach to such revenues.

Section 365(e) of the Bankruptcy Code provides generally that rights and obligations under an unexpired lease of the debtor/lessee may not be terminated or modified at any time after the commencement of a case under the Bankruptcy Code solely because of a provision in the lease to that effect or because of certain other similar events. This prohibition on so called “ipso facto” clauses could limit the ability of the Trustee to exercise certain contractual remedies with respect to the leases on any mortgaged property. In addition, section 362 of the Bankruptcy Code operates as an automatic stay of, among other things, any act to obtain possession of property from a debtor’s estate, which may delay an Trustee’s exercise of those remedies, including foreclosure, in the event that a lessee becomes the subject of a proceeding under the Bankruptcy Code. Thus, the filing of a petition in bankruptcy by or on behalf of a lessee of a mortgaged property would result in a stay against the commencement or continuation of any state court proceeding for past due rent, for accelerated rent, for damages or for a summary eviction order with respect to a default under the related lease that occurred prior to the filing of the lessee’s petition. While relief from the automatic stay to enforce remedies may be requested, it can be denied for a number of reasons, including where the collateral is “necessary to an effective reorganization” for the debtor, and if a debtor’s case has been administratively consolidated with those of its affiliates, the court may also consider whether the property is “necessary to an effective reorganization” of the debtor and its affiliates, taken as a whole. In addition, the Bankruptcy Code generally provides that a trustee in bankruptcy or debtor-in-possession may, with respect to an unexpired lease of non-residential real property, before the earlier of (i) 120 days after the filing of a bankruptcy case or (ii) the entry of an order confirming a plan, subject to approval of the court, (a) assume the lease and retain it or assign it to a third party or (b) reject the lease. If the trustee or debtor-in-possession fails to assume or reject the lease within the time specified in the preceding sentence, subject to any extensions by the bankruptcy court, the lease will be deemed rejected and the property will be surrendered to the lessor. The bankruptcy court may for cause shown extend the 120-day period up to 90 days for a total of 210 days. If the lease is assumed, the trustee in bankruptcy on behalf of the lessee, or the lessee as debtor-in-possession, or the assignee, if applicable, must cure any defaults under the lease, compensate the lessor for its losses and provide the lessor with “adequate assurance” of future performance. These remedies may be insufficient, however, as the lessor may be forced to continue under the lease with a lessee that is a poor credit risk or an unfamiliar tenant (if the lease was assigned), and any assurances provided to the lessor may, in fact, be inadequate. If the lease is rejected, the rejection generally constitutes a breach of the executory contract or unexpired lease as of the date immediately preceding the filing date of the bankruptcy petition. As a consequence, the other party or parties to the lease, such as the borrower, as lessor under a lease, generally would

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have only an unsecured claim against the debtor, as lessee, for damages resulting from the breach, which could adversely affect the security for the related mortgage loan. In addition, pursuant to section 502(b)(6) of the Bankruptcy Code, such lease rejection damages claim is limited to the “(a) rent reserved by the lease, without acceleration, for the greater of one year, or 15 percent, not to exceed three years, of the remaining term of such lease, following the earlier of the date of the bankruptcy petition and the date on which the lessor regained possession of the real property, (b) plus any unpaid rent due under such lease, without acceleration, on the earlier of such dates.”

If a trustee in bankruptcy on behalf of a lessor, or a lessor as debtor-in-possession, rejects an unexpired lease of real property, the lessee may treat the lease as terminated by the rejection or, in the alternative, the lessee may remain in possession of the leasehold for the balance of the term and for any renewal or extension of the term that is enforceable by the lessee under applicable non-bankruptcy law. The Bankruptcy Code provides that if a lessee elects to remain in possession after a rejection of a lease, the lessee may offset against rents reserved under the lease for the balance of the term after the date of rejection of the lease, and the related renewal or extension of the lease, any damages occurring after that date caused by the nonperformance of any obligation of the lessor under the lease after that date.

Similarly, bankruptcy risk is associated with an insolvency proceeding under the Bankruptcy Code of either a Borrower ground lessee or a ground lessor. In general, upon the bankruptcy of a lessor or a lessee under a lease of nonresidential real property, including a ground lease, that has not been terminated prior to the bankruptcy filing date, the debtor entity has the statutory right to assume or reject the lease. Given that section 365(e) of the Bankruptcy Code generally invalidates clauses that terminate contracts automatically upon the filing by one of the parties of a bankruptcy petition or that are conditioned on a party’s insolvency, following the filing of a bankruptcy petition, a debtor would ordinarily be required to perform its obligations under such lease until the debtor decides whether to assume or reject the lease. The Bankruptcy Code provides certain additional protections with respect to non-residential real property leases, such as establishing a specific timeframe in which a debtor must determine whether to assume or reject the lease. The bankruptcy court may extend the time to perform for up to 60 days for cause shown. Even if the agreements were terminated prior to bankruptcy, a bankruptcy court may determine that the agreement was improperly terminated and therefore remains part of the debtor’s bankruptcy estate. The debtor also can seek bankruptcy court approval to assume and assign the lease to a third party, and to modify the lease in connection with such assignment. In order to assume the lease, the debtor or assignee generally will have to cure outstanding defaults and provide “adequate assurance of future performance” in addition to satisfying other requirements imposed under the Bankruptcy Code. Under the Bankruptcy Code, subject to certain exceptions set forth therein, once a lease is rejected by a debtor lessee, it is deemed breached, and the non-debtor lessor will have a claim for lease rejection damages calculated under section 502(b)(6) of the Bankruptcy Code, as described above.

If the ground lessor files for bankruptcy, it may determine until the confirmation of its plan of reorganization whether to reject the ground lease. On request of any party to the lease, the bankruptcy court may order the debtor to determine within a specific period of time whether to assume or reject the lease or to comply with the terms of the lease pending its decision to assume or reject. In the event of rejection, pursuant to section 365(h) of the Bankruptcy Code, the non-debtor lessee will have the right to treat the lease as terminated by virtue of its terms, applicable nonbankruptcy law, or any agreement made by the lessee. The non-debtor lessee may also, if the lease term has begun, retain its rights under the lease, including its rights to remain in possession of the leased premises under the rent reserved in the lease for the balance of the term of the lease (including renewals). Under section 365(h)(1)(D), the term “lessee” includes any “successor, assign or mortgagee permitted under the terms of such lease”. If, pre-petition, the ground lessor had specifically granted the leasehold mortgagee such right, the leasehold mortgagee may have the right to succeed to the lessee/borrower’s position under the lease.

In the event of concurrent bankruptcy proceedings involving the ground lessor and the lessee/borrower, actions by creditors against the borrower/lessee debtor would be subject to the automatic stay, and the Trustee may be unable to enforce both the bankrupt lessee’s/borrower’s pre-petition agreement to refuse to treat a ground lease rejected by a bankrupt lessor as terminated and any agreement by the ground lessor to grant the lender a new lease upon such termination. In such circumstances, a lease could be terminated notwithstanding lender protection provisions contained in that lease or in the mortgage. A mortgagee could lose its security unless the mortgagee holds a fee mortgage or the bankruptcy court, as a court of equity, allows the mortgagee to assume the ground lessee’s obligations under the ground lease and succeed to the ground lessee’s position. Although not directly covered by the

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1994 amendments to the Bankruptcy Code, such a result would be consistent with the purpose of such amendments to the Bankruptcy Code granting leasehold mortgagees the right to succeed to the position of a leasehold mortgagor (the 1994 amendments added section 365(h)(1)(D) to the Code). Although consistent with the Bankruptcy Code, such position may not be adopted by the bankruptcy court.

Further, in an appellate decision by the United States Court of Appeals for the Seventh Circuit (Precision Indus. v. Qualitech Steel SBQ, LLC, 327 F.3d 537 (7th Cir, 2003)), the court ruled with respect to an unrecorded lease of real property that where a statutory sale of leased property occurs under section 363(f) of the Bankruptcy Code upon the bankruptcy of a landlord, that sale terminates a lessee’s possessory interest in the property, and the purchaser assumes title free and clear of any interest, including any leasehold estates. Pursuant to section 363(e) of the Bankruptcy Code, a lessee may request the bankruptcy court to prohibit or condition the statutory sale of the property so as to provide adequate protection of the leasehold interest; however, the court ruled that, at least where a memorandum of lease had not been recorded, this provision does not ensure continued possession of the property, but rather entitles the lessee to compensation for the value of its leasehold interest, typically from the sale proceeds. As a result, we cannot assure you that, in the event of a statutory sale of leased property pursuant to section 363(f) of the Bankruptcy Code, the lessee would be able to maintain possession of the property under the ground lease. In addition, we cannot assure you that a leasehold mortgagor and/or a leasehold mortgagee (to the extent it has standing to intervene) would be able to recover the full value of the leasehold interest in bankruptcy court.

Because of the possible termination of the related ground lease, whether arising from a bankruptcy, the expiration of a lease term or an uncured defect under the related ground lease, lending on a leasehold interest in a real property is riskier than lending on the fee interest in the property.

In a bankruptcy or similar proceeding involving a borrower, action may be taken seeking the recovery as a preferential transfer of any payments made by such borrower, or made directly by the related lessee, under the related mortgage loan to the trust fund. Payments on long term debt may be protected from recovery as preferences if they qualify for the “ordinary course” exception under the Bankruptcy Code or if certain other defenses in the Bankruptcy Code are applicable. Whether any particular payment would be protected depends upon the facts specific to a particular transaction.

In addition, in a bankruptcy or similar proceeding involving any borrower or an affiliate, an action may be taken to avoid the transaction (or any component of the transaction, such as joint and several liability on the related mortgage loan) as an actual or constructive fraudulent conveyance under state or federal law. Any payment by a borrower in excess of its allocated share of the loan could be challenged as a fraudulent conveyance by creditors of that borrower in an action outside a bankruptcy case or by the representative of the borrower’s bankruptcy estate in a bankruptcy case. Generally, under federal and most state fraudulent conveyance statutes, the incurrence of an obligation or the transfer of property by a person will be subject to avoidance under certain circumstances if the person transferred such property with the intent to hinder, delay or defraud its creditors or the person did not receive fair consideration or reasonably equivalent value in exchange for such obligation or transfer and (i) was insolvent or was rendered insolvent by such obligation or transfer, (ii) was engaged in business or a transaction, or was about to engage in business or a transaction, for which any property remaining with the person constituted unreasonably small capital, or (iii) intended to, or believed that it would, incur debts that would be beyond the person’s ability to pay as such debts matured. The measure of insolvency will vary depending on the law of the applicable jurisdiction. However, an entity will generally be considered insolvent if the present fair salable value of its assets is less than (x) the sum of its debts or (y) the amount that would be required to pay its probable liabilities on its existing debts as they become absolute and matured. Accordingly, a lien granted by a borrower to secure repayment of the loan in excess of its allocated share could be avoided if a court were to determine that (i) such borrower was insolvent at the time of granting the lien, was rendered insolvent by the granting of the lien, was left with inadequate capital, or was not able to pay its debts as they matured and (ii) the borrower did not, when it allowed its property to be encumbered by a lien securing the entire indebtedness represented by the loan, receive fair consideration or reasonably equivalent value for pledging such property for the equal benefit of each other borrower.

Pursuant to Section 364 of the Bankruptcy Code, a bankruptcy court may, under certain circumstances, authorize a debtor to obtain credit after the commencement of a bankruptcy case, secured among other things, by senior, equal or junior liens on property that is already subject to a lien. In the bankruptcy case of General Growth Properties filed on April 16, 2009, the debtors initially sought approval of a debtor-in-possession loan to the corporate parent entities guaranteed by the property-level special purpose entities and secured by second liens on

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their properties. Although the debtor-in-possession loan subsequently was modified to eliminate the subsidiary guarantees and second liens, there can be no assurance that, in the event of a bankruptcy of the sponsor of the borrower, the sponsor of the borrower would not seek approval of a similar debtor-in-possession loan, or that a bankruptcy court would not approve a debtor-in-possession loan that included such subsidiary guarantees and second liens on such subsidiaries’ properties.

Certain of the Borrowers May Be Partnerships. The laws governing limited partnerships in certain states provide that the commencement of a case under the Bankruptcy Code with respect to a general partner will cause a person to cease to be a general partner of the limited partnership, unless otherwise provided in writing in the limited partnership agreement. This provision may be construed as an “ipso facto” clause and, in the event of the general partner’s bankruptcy, may not be enforceable. Certain limited partnership agreements of the borrowers may provide that the commencement of a case under the Bankruptcy Code with respect to the related general partner constitutes an event of withdrawal (assuming the enforceability of the clause is not challenged in bankruptcy proceedings or, if challenged, is upheld) that might trigger the dissolution of the limited partnership, the winding up of its affairs and the distribution of its assets, unless (i) at the time there was at least one other general partner and the written provisions of the limited partnership permit the business of the limited partnership to be carried on by the remaining general partner and that general partner does so or (ii) the written provisions of the limited partnership agreement permit the limited partners to agree within a specified time frame (often 60 days) after the withdrawal to continue the business of the limited partnership and to the appointment of one or more general partners and the limited partners do so. In addition, the laws governing general partnerships in certain states provide that the commencement of a case under the Bankruptcy Code or state bankruptcy laws with respect to a general partner of the partnerships triggers the dissolution of the partnership, the winding up of its affairs and the distribution of its assets. Those state laws, however, may not be enforceable or effective in a bankruptcy case. Limited liability companies may be subjected to similar treatment as that described herein with respect to limited partnerships. The dissolution of a borrower, the winding up of its affairs and the distribution of its assets could result in an acceleration of its payment obligation under the borrower’s mortgage loan, which may reduce the yield on the notes in the same manner as a principal prepayment.

In addition, the bankruptcy of the general or limited partner of a borrower that is a partnership, or the bankruptcy of a member of a borrower that is a limited liability company or the bankruptcy of a shareholder of a borrower that is a corporation may provide the opportunity in the bankruptcy case of the partner, member or shareholder to obtain an order from a court consolidating the assets and liabilities of the partner, member or shareholder with those of the mortgagor pursuant to the doctrines of substantive consolidation or piercing the corporate veil. In such a case, the respective mortgaged property, for example, would become property of the estate of the bankrupt partner, member or shareholder.  Not only would the mortgaged property be available to satisfy the claims of creditors of the partner, member or shareholder, but an automatic stay would apply to any attempt by the trustee to exercise remedies with respect to the mortgaged property.  However, such an occurrence should not affect the Trustee’s status as a secured creditor with respect to the mortgagor or its security interest in the mortgaged property.

A borrower that is a limited partnership, in many cases, may be required by the loan documents to have a special purpose entity as its sole general partner, and a borrower that is a general partnership, in many cases, may be required by the loan documents to have as its general partners only entities that are special purpose entities.  A borrower that is a limited liability company may be required by the loan documents to have a special purpose member or a springing member.  All borrower that are tenants-in-common may be required by the loan documents to be special purpose entities.  These provisions are designed to mitigate the risk of the dissolution or bankruptcy of the borrower partnership or its general partner, a borrower limited liability company or its member (if applicable), or a borrower that is a tenant-in-common.  However, we cannot assure you that any borrower partnership or its general partner, or any borrower limited liability company or its member (if applicable), or a borrower that is a tenant-in-common, will not dissolve or become a debtor under the Bankruptcy Code.

Environmental Considerations

General. A lender may be subject to environmental risks when taking a security interest in real property. Of particular concern may be properties that are or have been used for industrial, manufacturing, military or disposal activity. Such environmental risks include the possible diminution of the value of a contaminated property or, as

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discussed below, potential liability for clean-up costs or other remedial actions that could exceed the value of the property or the amount of the lender’s loan. In certain circumstances, a lender may decide to abandon a contaminated mortgaged property as collateral for its loan rather than foreclose and risk liability for clean-up costs.

Superlien Laws. Under the laws of many states, contamination on a property may give rise to a lien on the property for clean-up costs. In several states, such a lien has priority over all existing liens, including those of existing mortgages. In these states, the lien of a mortgage may lose its priority to such a “superlien.”

CERCLA. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), imposes strict liability on present and past “owners” and “operators” of contaminated real property for the costs of clean-up. A secured lender may be liable as an “owner” or “operator” of a contaminated mortgaged property if agents or employees of the lender have participated in the management or operation of such mortgaged property. Such liability may exist even if the lender did not cause or contribute to the contamination and regardless of whether the lender has actually taken possession of a mortgaged property through foreclosure, deed in lieu of foreclosure or otherwise. Moreover, such liability is not limited to the original or unamortized principal balance of a loan or to the value of the property securing a loan. Excluded from CERCLA’s definition of “owner” or “operator, “ however, is a person “who, without participating in the management of the facility, holds indicia of ownership primarily to protect his security interest.” This is the so called “secured creditor exemption.”

The Asset Conservation, Lender Liability and Deposit Insurance Protection Act of 1996 (the “Act”) amended, among other things, the provisions of CERCLA with respect to lender liability and the secured creditor exemption. The Act offers protection to lenders by defining the activities in which a lender can engage and still have the benefit of the secured creditor exemption. In order for a lender to be deemed to have participated in the management of a mortgaged property, the lender must actually participate in the operational affairs of the property of the borrower. The Act provides that “merely having the capacity to influence, or unexercised right to control” operations does not constitute participation in management. A lender will lose the protection of the secured creditor exemption if it exercises decision-making control over the borrower’s environmental compliance and hazardous substance handling or disposal practices, or assumes day-to-day management of environmental or substantially all other operational functions of the mortgaged property. The Act also provides that a lender will continue to have the benefit of the secured creditor exemption even if it forecloses on a mortgaged property, purchases it at a foreclosure sale or accepts a deed-in-lieu of foreclosure provided that the lender seeks to sell the mortgaged property at the earliest practicable commercially reasonable time on commercially reasonable terms.

Certain Other Federal and State Laws. Many states have statutes similar to CERCLA, and not all those statutes provide for a secured creditor exemption. In addition, under federal law, there is potential liability relating to hazardous wastes and underground storage tanks under the federal Resource Conservation and Recovery Act.

Some federal, state and local laws, regulations and ordinances govern the management, removal, encapsulation or disturbance of asbestos-containing materials. These laws, as well as common law standards, may impose liability for releases of or exposure to asbestos-containing materials, and provide for third parties to seek recovery from owners or operators of real properties for personal injuries associated with those releases.

Federal legislation requires owners of residential housing constructed prior to 1978 to disclose to potential residents or purchasers any known lead-based paint hazards and will impose treble damages for any failure to disclose. In addition, the ingestion of lead-based paint chips or dust particles by children can result in lead poisoning. If lead-based paint hazards exist at a property, then the owner of that property may be held liable for injuries and for the costs of removal or encapsulation of the lead-based paint.

In a few states, transfers of some types of properties are conditioned upon cleanup of contamination prior to transfer. In these cases, a lender that becomes the owner of a property through foreclosure, deed in lieu of foreclosure or otherwise, may be required to clean up the contamination before selling or otherwise transferring the property.

Beyond statute-based environmental liability, there exist common law causes of action (for example, actions based on nuisance or on toxic tort resulting in death, personal injury or damage to property) related to hazardous environmental conditions on a property. While it may be more difficult to hold a lender liable under common law

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causes of action, unanticipated or uninsured liabilities of the borrower may jeopardize the borrower’s ability to meet its loan obligations or may decrease the re-sale value of the collateral.

Federal, state and local environmental laws and regulatory requirements change often. It is possible that compliance with a new requirement could impose significant compliance costs on a borrower. Such costs may jeopardize the borrower’s ability to meet its loan obligations or decrease the re-sale value of the collateral.

Additional Considerations. The cost of remediating hazardous substance contamination at a property can be substantial. If a lender becomes liable, it can bring an action for contribution against the owner or operator who created the environmental hazard, but that individual or entity may be without substantial assets. Accordingly, it is possible that such costs could become a liability of the trust fund and occasion a loss to the certificateholders.

To reduce the likelihood of such a loss, except to the extent otherwise specified in the related prospectus supplement, the Pooling Agreement will provide that neither the master servicer nor the special servicer, acting on behalf of the trustee, may acquire title to a mortgaged property or take over its operation unless the special servicer, based solely (as to environmental matters) on a report prepared by a person who regularly conducts environmental audits, has made the determination that it is appropriate to do so, as described under “Description of the Pooling Agreements—Realization Upon Defaulted Mortgage Loans.”

If a lender forecloses on a mortgage secured by a property, the operations on which are subject to environmental laws and regulations, the lender will be required to operate the property in accordance with those laws and regulations. Such compliance may entail substantial expense, especially in the case of industrial or manufacturing properties.

In addition, a lender may be obligated to disclose environmental conditions on a property to government entities and/or to prospective buyers (including prospective buyers at a foreclosure sale or following foreclosure). Such disclosure may decrease the amount that prospective buyers are willing to pay for the affected property, sometimes substantially, and thereby decrease the ability of the lender to recoup its investment in a loan upon foreclosure.

Environmental Site Assessments. In most cases, an environmental site assessment of each mortgaged property will have been performed in connection with the origination of the related mortgage loan or at some time prior to the issuance of the related certificates. Environmental site assessments, however, vary considerably in their content, quality and cost. Even when adhering to good professional practices, environmental consultants will sometimes not detect significant environmental problems because to do an exhaustive environmental assessment would be far too costly and time-consuming to be practical.

Due-on-Sale and Due-on-Encumbrance Provisions

Certain of the mortgage loans may contain “due-on-sale” and “due-on-encumbrance” clauses that purport to permit the lender to accelerate the maturity of the loan if the borrower transfers or encumbers the related Mortgaged Property. In recent years, court decisions and legislative actions placed substantial restrictions on the right of lenders to enforce such clauses in many states. However, the Garn-St Germain Depository Institutions Act of 1982 (the “Garn Act”) generally preempts state laws that prohibit the enforcement of due-on-sale clauses and permits lenders to enforce these clauses in accordance with their terms, subject to certain limitations as set forth in the Garn Act and the regulations promulgated thereunder. Accordingly, a master servicer may nevertheless have the right to accelerate the maturity of a mortgage loan that contains a “due-on-sale” provision upon transfer of an interest in the property, without regard to the master servicer’s ability to demonstrate that a sale threatens its legitimate security interest.

Junior Liens; Rights of Holders of Senior Liens

If so provided in the related prospectus supplement, mortgage assets for a series of certificates may include mortgage loans secured by junior liens, and the loans secured by the related senior liens may not be included in the mortgage pool. See “Description of the Trust Funds—Mortgage Loans—General.”

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Subordinate Financing

The terms of certain of the mortgage loans may not restrict the ability of the borrower to use the mortgaged property as security for one or more additional loans, or such restrictions may be unenforceable. Where a borrower encumbers a mortgaged property with one or more junior liens, the senior lender is subjected to additional risk. First, the borrower may have difficulty servicing and repaying multiple loans. Moreover, if the subordinate financing permits recourse to the borrower (as is frequently the case) and the senior loan does not, a borrower may have more incentive to repay sums due on the subordinate loan. Second, acts of the senior lender that prejudice the junior lender or impair the junior lender’s security may create a superior equity in favor of the junior lender. For example, if the borrower and the senior lender agree to an increase in the principal amount of or the interest rate payable on the senior loan, the senior lender may lose its priority to the extent any existing junior lender is harmed or the borrower is additionally burdened. Third, if the borrower defaults on the senior loan and/or any junior loan or loans, the existence of junior loans and actions taken by junior lenders can impair the security available to the senior lender and can interfere with or delay the taking of action by the senior lender. Moreover, the bankruptcy of a junior lender may operate to stay foreclosure or similar proceedings by the senior lender.

Default Interest and Limitations on Prepayments

Notes and mortgages may contain provisions that obligate the borrower to pay a late charge or additional interest if payments are not timely made, and in some circumstances, may prohibit prepayments for a specified period and/or condition prepayments upon the borrower’s payment of prepayment fees or yield maintenance penalties. In certain states, there are or may be specific limitations upon the late charges which a lender may collect from a borrower for delinquent payments. Certain states also limit the amounts that a lender may collect from a borrower as an additional charge if the loan is prepaid. In addition, the enforceability of provisions that provide for prepayment fees or penalties upon an involuntary prepayment is unclear under the laws of many states.

Applicability of Usury Laws

Title V of the Depository Institutions Deregulation and Monetary Control Act of 1980 (“Title V”) provides that state usury limitations shall not apply to certain types of residential (including multifamily) first mortgage loans originated by certain lenders after March 31, 1980. Title V authorized any state to reimpose interest rate limits by adopting, before April 1, 1983, a law or constitutional provision that expressly rejects application of the federal law. In addition, even where Title V is not so rejected, any state is authorized by the law to adopt a provision limiting discount points or other charges on mortgage loans covered by Title V. Certain states have taken action to reimpose interest rate limits and/or to limit discount points or other charges.

No mortgage loan originated in any state in which application of Title V has been expressly rejected or a provision limiting discount points or other charges has been adopted, will (if originated after that rejection or adoption) be eligible for inclusion in a trust fund unless (i) such mortgage loan provides for such interest rate, discount points and charges as are permitted in such state or (ii) such mortgage loan provides that the terms thereof are to be construed in accordance with the laws of another state under which such interest rate, discount points and charges would not be usurious and the borrower’s counsel has rendered an opinion that such choice of law provision would be given effect.

Statutes differ in their provisions as to the consequences of a usurious loan. One group of statutes requires the lender to forfeit the interest due above the applicable limit or impose a specified penalty. Under this statutory scheme, the borrower may cancel the recorded mortgage or deed of trust upon paying its debt with lawful interest, and the lender may foreclose, but only for the debt plus lawful interest. A second group of statutes is more severe. A violation of this type of usury law results in the invalidation of the transaction, thereby permitting the borrower to cancel the recorded mortgage or deed of trust without any payment or prohibiting the lender from foreclosing.

Certain Laws and Regulations

The mortgaged properties will be subject to compliance with various federal, state and local statutes and regulations. Failure to comply (together with an inability to remedy any such failure) could result in material diminution in the value of a mortgaged property which could, together with the possibility of limited alternative uses

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for a particular mortgaged property (i.e., a nursing or convalescent home or hospital), result in a failure to realize the full principal amount of the related mortgage loan.

The lender may be subject to additional risk depending upon the type and use of the mortgaged property in question. See “Risk Factors—Commercial and Multifamily Mortgage Loans are Subject to Certain Risks Which Could Adversely Affect the Performance of Your Offered Certificates.”

Americans with Disabilities Act

Under Title III of the Americans with Disabilities Act of 1990 and rules promulgated thereunder (collectively, the “ADA”), in order to protect individuals with disabilities, public accommodations (such as hotels, restaurants, shopping centers, hospitals, schools and social service center establishments) must remove architectural and communication barriers which are structural in nature from existing places of public accommodation to the extent “readily achievable.” In addition, under the ADA, alterations to a place of public accommodation or a commercial facility are to be made so that, to the maximum extent feasible, such altered portions are readily accessible to and usable by disabled individuals. The “readily achievable” standard takes into account, among other factors, the financial resources of the affected site, owner, landlord or other applicable person. In addition to imposing a possible financial burden on the borrower in its capacity as owner or landlord, the ADA may also impose such requirements on a foreclosing lender who succeeds to the interest of the borrower as owner or landlord. Furthermore, since the “readily achievable” standard may vary depending on the financial condition of the owner or landlord, a foreclosing lender who is financially more capable than the borrower of complying with the requirements of the ADA may be subject to more stringent requirements than those to which the borrower is subject.

Servicemembers Civil Relief Act

Under the terms of the Servicemembers Civil Relief Act (formerly the Soldiers’ and Sailors’ Civil Relief Act of 1940), as amended (the “Relief Act”), a borrower who enters military service after the origination of such borrower’s mortgage loan (including a borrower who was in reserve status and is called to active duty after origination of the mortgage loan), upon notification by such borrower, will not be charged interest, including fees and charges, in excess of 6% per annum during the period of such borrower’s active duty status. In addition to adjusting the interest, the lender must forgive any such interest in excess of 6% unless a court or administrative agency orders otherwise upon application of the lender. The Relief Act applies to individuals who are members of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard and officers of the U.S. Public Health Service or the National Oceanic and Atmospheric Administration assigned to duty with the military. Because the Relief Act applies to individuals who enter military service (including reservists who are called to active duty) after origination of the related mortgage loan, no information can be provided as to the number of loans with individuals as borrowers that may be affected by the Relief Act. Application of the Relief Act would adversely affect, for an indeterminate period of time, the ability of a master servicer or special servicer to collect full amounts of interest on certain of the mortgage loans. Any shortfalls in interest collections resulting from the application of the Relief Act would result in a reduction of the amounts distributable to the holders of the related series of certificates, and would not be covered by advances or any form of Credit Support provided in connection with such certificates. In addition, the Relief Act imposes limitations that would impair the ability of the master servicer or special servicer to foreclose on an affected mortgage loan during the borrower’s period of active duty status, and, under certain circumstances, during an additional three month period thereafter.

Forfeitures in Drug and RICO Proceedings

Federal law provides that property purchased or improved with assets derived from criminal activity or otherwise tainted, or used in the commission of certain offenses, can be seized and ordered forfeited to the United States of America. The offenses which can trigger such a seizure and forfeiture include, among others, violations of the Racketeer Influenced and Corrupt Organizations Act, the Bank Secrecy Act, the anti-money laundering laws and regulations, including the USA Patriot Act of 2001 and the regulations issued pursuant to that Act, as well as the narcotic drug laws. In many instances, the United States may seize the property even before a conviction occurs.

In the event of a forfeiture proceeding, a lender may be able to establish its interest in the property by proving that (1) its mortgage was executed and recorded before the commission of the illegal conduct from which the assets

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used to purchase or improve the property were derived or before the commission of any other crime upon which the forfeiture is based, or (2) the lender, at the time of the execution of the mortgage, “did not know or was reasonably without cause to believe that the property was subject to forfeiture.” However, there is no assurance that such a defense will be successful.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following is a general discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of certificates. The discussion below does not purport to address all federal income tax consequences that may be applicable to particular categories of investors, some of which may be subject to special rules. Further, the authorities on which this discussion is based are subject to change or differing interpretations, and any such change or interpretation could apply retroactively. No rulings have been or will be sought from the Internal Revenue Service (the “IRS“) with respect to any of the federal income tax consequences discussed below. Accordingly, the IRS may take contrary positions. This discussion reflects the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), as well as regulations (the “REMIC Regulations”) promulgated by the U.S. Department of Treasury (the “Treasury”). Investors should consult their own tax advisors in determining the federal, state, local and other tax consequences to them of the purchase, ownership and disposition of certificates.

For purposes of this discussion:

● references to the mortgage loans include references to the mortgage loans underlying any MBS included in the mortgage assets; and

● where the applicable prospectus supplement provides for a fixed retained yield with respect to the mortgage loans underlying a series of certificates, references to the mortgage loans will be deemed to refer to that portion of the mortgage loans held by the trust fund which does not include the portion, if any, of the payments on the mortgage loan that is retained by the related mortgage asset seller. References to a “holder” or “certificateholder” in this discussion generally mean the beneficial owner of a certificate.

FEDERAL INCOME TAX CONSEQUENCES FOR REMIC CERTIFICATES

General

With respect to a particular series of certificates, one or more elections may be made to treat the trust fund or one or more segregated pools of assets therein as one or more real estate mortgage investment conduits (each, a “REMIC”) within the meaning of Code Section 860D. A trust fund or a portion thereof as to which a REMIC election will be made will be referred to as a “REMIC Pool.” For purposes of this discussion, certificates of a series as to which one or more REMIC elections are made are referred to as “REMIC Certificates” and will consist of one or more classes of “Regular Certificates” and one class of “Residual Certificates” in the case of each REMIC Pool. Qualification as a REMIC requires ongoing compliance with certain conditions. With respect to each series of REMIC Certificates, Cadwalader, Wickersham & Taft LLP, counsel to the depositor, has advised the depositor that in the firm’s opinion, assuming:

● the making of proper elections;

● compliance with the Pooling Agreement and other related documents and no amendments thereof;

● the accuracy of all representations made with respect to the mortgage loans; and

● compliance with any changes in the law, including any amendments to the Code or applicable Treasury regulations thereunder, each REMIC Pool will qualify as a REMIC.

In such case, the Regular Certificates will be considered to be “regular interests” in the REMIC Pool and generally will be treated for federal income tax purposes as if they were newly originated debt instruments, and the Residual Certificates will be considered to be “residual interests” in the REMIC Pool. The prospectus supplement

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for each series of certificates will indicate whether one or more REMIC elections with respect to the related trust fund will be made, in which event references to “REMIC” or “REMIC Pool” below shall be deemed to refer to each such REMIC Pool. If so specified in the applicable prospectus supplement, the portion of a trust fund as to which a REMIC election is not made may be treated as a grantor trust for federal income tax purposes. See “—Federal Income Tax Consequences for Certificates as to Which No REMIC Election Is Made.”

Status of REMIC Certificates

REMIC Certificates held by a domestic building and loan association will constitute a “regular or residual interest in a REMIC within the meaning of Code Section 7701(a)(19)(C)(xi), but only in the same proportion that the assets of the REMIC Pool would be treated as “loans . . . secured by an interest in real property which is . . . residential real property” (such as single family or multifamily properties, but not commercial properties) within the meaning of Code Section 7701(a)(19)(C)(v) or as other assets described in Code Section 7701(a)(19)(C), and otherwise will not qualify for such treatment. REMIC Certificates held by a real estate investment trust will constitute “real estate assets” within the meaning of Code Section 856(c)(5)(B), and interest, including original issue discount, on the Regular Certificates and income with respect to Residual Certificates will be considered “interest on obligations secured by mortgages on real property or on interests in real property” within the meaning of Code Section 856(c)(3)(B) if received by a real estate investment trust in the same proportion that, for both purposes, the assets of the REMIC Pool would be so treated. If at all times 95% or more of the assets of the REMIC Pool qualify for each of the foregoing respective treatments, the REMIC Certificates will qualify for the corresponding status in their entirety. For purposes of Code Section 856(c)(5)(B), payments of principal and interest on the mortgage loans that are reinvested pending distribution to holders of REMIC Certificates qualify for such treatment. Where two or more REMIC Pools are a part of a tiered structure they will be treated as one REMIC for purposes of the tests described above respecting asset ownership of more or less than 95%. Mortgage loans that have been defeased with U.S. Treasury obligations or other government securities will not qualify for the foregoing treatments. Except as provided in the related prospectus supplement, Regular Certificates will be “qualified mortgages” for another REMIC for purposes of Code Section 860G(a)(3).  REMIC Certificates held by certain financial institutions will constitute an “evidence of indebtedness” within the meaning of Code Section 582(c)(1).

Qualification as a REMIC

In order for the REMIC Pool to qualify as a REMIC, there must be ongoing compliance on the part of the REMIC Pool with the requirements set forth in the Code. The REMIC Pool must fulfill an asset test, which requires that no more than a de minimis portion of the assets of the REMIC Pool, as of the close of the third calendar month beginning after the “Startup Day” (which for purposes of this discussion is the date of issuance of the REMIC Certificates) and at all times thereafter, may consist of assets other than “qualified mortgages” and “permitted investments.” The REMIC Regulations provide a safe harbor pursuant to which the de minimis requirement is met if at all times the aggregate adjusted basis of the nonqualified assets is less than 1% of the aggregate adjusted basis of all the REMIC Pool’s assets. An entity that fails to meet the safe harbor may nevertheless demonstrate that it holds no more than a de minimis amount of nonqualified assets. A REMIC also must provide “reasonable arrangements” to prevent its residual interest from being held by “disqualified organizations” and must furnish applicable tax information to transferors or agents that violate this requirement. The Pooling Agreement for each Series will contain a provision designed to meet this requirement. See “Taxation of Residual Certificates—Tax-Related Restrictions on Transfer of Residual Certificates—Disqualified Organizations.”

A qualified mortgage is any obligation that is principally secured by an interest in real property and that (i) is transferred to the REMIC Pool on the Startup Day in exchange for regular or residual interests, (ii) is purchased by the REMIC Pool within a three-month period thereafter, or (iii) represents an increase in the loan advanced to the obligor under its original terms, in either of the last two cases pursuant to a fixed price contract in effect on the Startup Day. Qualified mortgages include (i) whole mortgage loans, such as the mortgage loans, (ii) certificates of beneficial interest in a grantor trust that holds mortgage loans, including certain of the MBS, (iii) regular interests in another REMIC, such as MBS in a trust as to which a REMIC election has been made, (iv) loans secured by timeshare interests and (v) loans secured by shares held by a tenant stockholder in a cooperative housing corporation, provided, in general:

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● the fair market value of the real property security (including buildings and structural components thereof) is at least 80% of the principal balance of the related mortgage loan or mortgage loan underlying the MBS either at origination or as of the Startup Day (an original loan-to-value ratio of not more than 125% with respect to the real property security); or

● substantially all the proceeds of the mortgage loan or the underlying mortgage loan were used to acquire, improve or protect an interest in real property that, at the origination date, was the only security for the mortgage loan or underlying mortgage loan.

If the mortgage loan has been substantially modified other than in connection with a default or reasonably foreseeable default, it must meet the loan-to-value test in the first bullet point of the preceding sentence as of the date of the last such modification or at closing. A qualified mortgage includes a qualified replacement mortgage, which is any obligation that would have been treated as a qualified mortgage if it were transferred to the REMIC Pool on the Startup Day and that is received either:

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

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

A “defective obligation” includes:

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

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

● a mortgage that was fraudulently procured by the mortgagor; and

● a mortgage that was not in fact principally secured by real property (but only if such mortgage is disposed of within 90 days of discovery).

A mortgage loan that is “defective” as described in the fourth bullet point in the immediately preceding sentence that is not sold or, if within two years of the Startup Day, exchanged, within 90 days of discovery, ceases to be a qualified mortgage after such 90-day period.

Permitted investments include cash flow investments, qualified reserve assets, and foreclosure property. A cash flow investment is an investment, earning a return in the nature of interest, of amounts received on or with respect to qualified mortgages for a temporary period, not exceeding 13 months, until the next scheduled distribution to holders of interests in the REMIC Pool. A qualified reserve asset is any intangible property held for investment that is part of any reasonably required reserve maintained by the REMIC Pool to provide for payments of expenses of the REMIC Pool or amounts due on the regular or residual interests in the event of defaults (including delinquencies) on the qualified mortgages, lower than expected reinvestment returns, prepayment interest shortfalls and certain other contingencies. In addition, a reserve fund (limited to not more than 50% of the REMIC Pool’s initial assets) may be used to provide a source of funds for the purchase of increases in the balances of qualified mortgages pursuant to their terms. The reserve fund will be disqualified if more than 30% of the gross income from the assets in such fund for the year is derived from the sale or other disposition of property held for less than three months, unless required to prevent a default on the regular interests caused by a default on one or more qualified mortgages. A reserve fund must be reduced “promptly and appropriately” to the extent no longer required. Foreclosure property is real property acquired by the REMIC Pool in connection with the default or imminent default of a qualified mortgage; provided the depositor had no knowledge that the mortgage loan would go into default at the time it was transferred to the REMIC Pool. Foreclosure property generally must be disposed of prior to the close of the third calendar year following the acquisition of the property by the REMIC Pool, with an extension that may be granted by the IRS.

In addition to the foregoing requirements, the various interests in a REMIC Pool also must meet certain requirements. All of the interests in a REMIC Pool must be either of the following:

● one or more classes of regular interests; or

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● a single class of residual interests on which distributions, if any, are made pro rata.

A regular interest is an interest in a REMIC Pool that is issued on the Startup Day with fixed terms, is designated as a regular interest, and unconditionally entitles the holder to receive a specified principal amount (or other similar amount), and provides that interest payments (or other similar amounts), if any, at or before maturity either are payable based on a fixed rate or a qualified variable rate, or consist of a specified, nonvarying portion of the interest payments on qualified mortgages. Such a specified portion may consist of a fixed number of basis points, a fixed percentage of the total interest, or a fixed or qualified variable or inverse variable rate on some or all of the qualified mortgages minus a different fixed or qualified variable rate. The specified principal amount of a regular interest that provides for interest payments consisting of a specified, nonvarying portion of interest payments on qualified mortgages may be zero. A residual interest is an interest in a REMIC Pool other than a regular interest that is issued on the Startup Day and that is designated as a residual interest. An interest in a REMIC Pool may be treated as a regular interest even if payments of principal with respect to such interest are subordinated to payments on other regular interests or the residual interest in the REMIC Pool, and are dependent on the absence of defaults or delinquencies on qualified mortgages or permitted investments, lower than reasonably expected returns on permitted investments, unanticipated expenses incurred by the REMIC Pool or prepayment interest shortfalls. Accordingly, the Regular Certificates of a series will constitute one or more classes of regular interests, and the Residual Certificates for each REMIC Pool of that series will constitute a single class of residual interests on which distributions are made pro rata.

If an entity, such as the REMIC Pool, fails to comply with one or more of the ongoing requirements of the Code for REMIC status during any taxable year, the Code provides that the entity will not be treated as a REMIC for such year and thereafter. In this event, an entity with multiple classes of ownership interests may be treated as a separate association taxable as a corporation under Treasury regulations, and the Regular Certificates may be treated as equity interests therein. The Code, however, authorizes the Treasury Department to issue regulations that address situations where failure to meet one or more of the requirements for REMIC status occurs inadvertently and in good faith, and disqualification of the REMIC Pool would occur absent regulatory relief. Investors should be aware, however, that the Conference Committee Report to the Tax Reform Act of 1986 (the “1986 Act”) indicates that the relief may be accompanied by sanctions, such as the imposition of a corporate tax on all or a portion of the REMIC Pool’s income for the period of time in which the requirements for REMIC status are not satisfied.

Taxation of Regular Certificates

General

A regular interest will be treated as a newly originated debt instrument for federal income tax purposes. In general, interest, original issue discount and market discount on a Regular Certificate will be treated as ordinary income to a holder of the Regular Certificate (the “Regular Certificateholder”) as they accrue, and principal payments on a Regular Certificate will be treated as a return of capital to the extent of the Regular Certificateholder’s basis in the Regular Certificate allocable thereto (other than accrued market discount not yet reported as ordinary income). Regular Certificateholders must use the accrual method of accounting with regard to Regular Certificates, regardless of the method of accounting otherwise used by such Regular Certificateholders.

Original Issue Discount

Accrual Certificates, interest only certificates and principal-only certificates will be, and other Classes of Regular Certificates may be, issued with “original issue discount” within the meaning of Code Section 1273(a). Holders of any class of Regular Certificates having original issue discount generally must include original issue discount in ordinary income for federal income tax purposes as it accrues, in accordance with the constant yield method that takes into account the compounding of interest, in advance of receipt of the cash attributable to such income. The following discussion is based in part on Treasury regulations (the “OID Regulations”) under Code Sections 1271 through 1273 and 1275 and in part on the provisions of the 1986 Act. Regular Certificateholders should be aware, however, that the OID Regulations do not adequately address certain issues relevant to prepayable securities, such as the Regular Certificates. To the extent such issues are not addressed in such regulations, the depositor intends to apply the methodology described in the Conference Committee Report to the 1986 Act. No assurance can be provided that the IRS will not take a different position as to those matters not currently addressed

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by the OID Regulations. Moreover, the OID Regulations include an anti-abuse rule allowing the IRS to apply or depart from the OID Regulations where necessary or appropriate to ensure a reasonable tax result in light of the applicable statutory provisions. A tax result will not be considered unreasonable under the anti-abuse rule in the absence of a substantial effect on the present value of a taxpayer’s tax liability. Investors are advised to consult their own tax advisors as to the discussion herein and the appropriate method for reporting interest and original issue discount with respect to the Regular Certificates.

Each Regular Certificate will be treated as a single installment obligation for purposes of determining the original issue discount includible in a Regular Certificateholder’s income. The total amount of original issue discount on a Regular Certificate is the excess of the “stated redemption price at maturity” of the Regular Certificate over its “issue price.” The issue price of a class of Regular Certificates offered pursuant to this Prospectus generally is the first price at which a substantial amount of Regular Certificates of that class is sold to the public (excluding bond houses, brokers and underwriters). Although unclear under the OID Regulations, the depositor intends to treat the issue price of a class as to which there is no substantial sale as of the issue date or that is retained by the depositor as the fair market value of that class as of the issue date. The issue price of a Regular Certificate also includes the amount paid by an initial Regular Certificateholder for accrued interest that relates to a period prior to the issue date of the Regular Certificate, unless the Regular Certificateholder elects on its federal income tax return to exclude such amount from the issue price and to recover it on the first distribution date. The stated redemption price at maturity of a Regular Certificate always includes the original principal amount of the Regular Certificate, but generally will not include distributions of stated interest if such interest distributions constitute “qualified stated interest.” Under the OID Regulations, qualified stated interest generally means interest payable at a single fixed rate or a qualified variable rate (as described below), provided that such interest payments are unconditionally payable at intervals of one year or less during the entire term of the Regular Certificate. Because there is no penalty or default remedy in the case of nonpayment of interest with respect to a Regular Certificate, it is possible that no interest on any class of Regular Certificates will be treated as qualified stated interest. However, except as provided in the following three sentences or in the applicable prospectus supplement, because the underlying mortgage loans provide for remedies in the event of default, the depositor intends to treat interest with respect to the Regular Certificates as qualified stated interest. Distributions of interest on an Accrual Certificate, or on other Regular Certificates with respect to which deferred interest will accrue, will not constitute qualified stated interest, in which case the stated redemption price at maturity of such Regular Certificates includes all distributions of interest as well as principal thereon. Likewise, the depositor intends to treat an “interest only” class, or a class on which interest is substantially disproportionate to its principal amount (a so-called “super-premium” class) as having no qualified stated interest. Where the interval between the issue date and the first distribution date on a Regular Certificate is shorter than the interval between subsequent distribution dates, the interest attributable to the additional days will be included in the stated redemption price at maturity.

Under a de minimis rule, original issue discount on a Regular Certificate will be considered to be zero if such original issue discount is less than 0.25% of the stated redemption price at maturity of the Regular Certificate multiplied by the weighted average maturity of the Regular Certificate. For this purpose, the weighted average maturity of the Regular Certificate is computed as the sum of the amounts determined by multiplying the number of full years (i.e., rounding down partial years) from the issue date until each distribution is scheduled to be made by a fraction, the numerator of which is the amount of each distribution included in the stated redemption price at maturity of the Regular Certificate and the denominator of which is the stated redemption price at maturity of the Regular Certificate. The Conference Committee Report to the 1986 Act provides that the schedule of such distributions should be determined in accordance with the assumed rate of prepayment of the mortgage loans (the “Prepayment Assumption”) and the anticipated reinvestment rate, if any, relating to the Regular Certificates. The Prepayment Assumption with respect to a series of Regular Certificates will be set forth in the related prospectus supplement. Holders generally must report de minimis original issue discount pro rata as principal payments are received, and such income will be capital gain if the Regular Certificate is held as a capital asset. However, under the OID Regulations, Regular Certificateholders may elect to accrue all de minimis original issue discount as well as market discount and market premium under the constant yield method. See “Election to Treat All Interest Under the Constant Yield Method.”

A Regular Certificateholder generally must include in gross income for any taxable year the sum of the “daily portions,” as defined below, of the original issue discount on the Regular Certificate accrued during an accrual period for each day on which it holds the Regular Certificate, including the date of purchase but excluding the date

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of disposition. The depositor will treat the monthly period ending on the day before each distribution date as the accrual period. With respect to each Regular Certificate, a calculation will be made of the original issue discount that accrues during each successive full accrual period (or shorter period from the date of original issue) that ends on the day before the related distribution date on the Regular Certificate. The Conference Committee Report to the 1986 Act states that the rate of accrual of original issue discount is intended to be based on the Prepayment Assumption. The original issue discount accruing in a full accrual period would be the excess, if any, of:

● the sum of (a) the present value of all of the remaining distributions to be made on the Regular Certificate as of the end of that accrual period that are included in the Regular Certificate’s stated redemption price at maturity and (b) the distributions made on the Regular Certificate during the accrual period that are included in the Regular Certificate’s stated redemption price at maturity; over

● the adjusted issue price of the Regular Certificate at the beginning of the accrual period.

The present value of the remaining distributions referred to in the preceding sentence is calculated based on:

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

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

● the Prepayment Assumption.

For these purposes, the adjusted issue price of a Regular Certificate at the beginning of any accrual period equals the issue price of the Regular Certificate, increased by the aggregate amount of original issue discount with respect to the Regular Certificate that accrued in all prior accrual periods and reduced by the amount of distributions included in the Regular Certificate’s stated redemption price at maturity that were made on the Regular Certificate in such prior periods. The original issue discount accruing during any accrual period (as determined in this paragraph) will then be divided by the number of days in the period to determine the daily portion of original issue discount for each day in the period. With respect to an initial accrual period shorter than a full accrual period, the daily portions of original issue discount must be determined according to an appropriate allocation under any reasonable method.

Under the method described above, the daily portions of original issue discount required to be included in income by a Regular Certificateholder generally will increase to take into account prepayments on the Regular Certificates as a result of prepayments on the mortgage loans that exceed the Prepayment Assumption, and generally will decrease (but not below zero for any period) if the prepayments are slower than the Prepayment Assumption. An increase in prepayments on the mortgage loans with respect to a series of Regular Certificates can result in both a change in the priority of principal payments with respect to certain classes of Regular Certificates and either an increase or decrease in the daily portions of original issue discount with respect to such Regular Certificates.

The IRS proposed regulations on August 24, 2004 that create a special rule for accruing original issue discount on Regular Certificates providing for a delay between record and payment dates, such that the period over which original issue discount accrues coincides with the period over which the right of Regular Certificateholders to interest payment accrues under the governing contract provisions rather than over the period between distribution dates. If the proposed regulations are adopted in the same form as proposed, Regular Certificateholders would be required to accrue interest from the issue date to the first record date, but would not be required to accrue interest after the last record date. The proposed regulations are limited to Regular Certificates with delayed payment for periods of fewer than 32 days. The proposed regulations are proposed to apply to any Regular Certificate issued after the date the final regulations are published in the Federal Register.

 Acquisition Premium

A purchaser of a Regular Certificate at a price greater than its adjusted issue price but less than its stated redemption price at maturity will be required to include in gross income the daily portions of the original issue discount on the Regular Certificate reduced pro rata by a fraction, the numerator of which is the excess of its purchase price over such adjusted issue price and the denominator of which is the excess of the remaining stated redemption price at maturity over the adjusted issue price. Alternatively, such a subsequent purchaser may elect to

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treat all such acquisition premium under the constant yield method, as described below under the heading “Election to Treat All Interest Under the Constant Yield Method.”

 Variable Rate Regular Certificates

Regular Certificates may provide for interest based on a variable rate.  Under the OID Regulations, interest is treated as payable at a variable rate if, generally:

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

● the interest compounds or is payable at least annually at current values of

(a)      one or more “qualified floating rates,”

(b)      a single fixed rate and one or more qualified floating rates,

(c)      a single “objective rate,” or

(d)      a single fixed rate and a single objective rate that is a “qualified inverse floating rate.”

A floating rate is a qualified floating rate if variations in the rate can reasonably be expected to measure contemporaneous variations in the cost of newly borrowed funds, where the rate is subject to a fixed multiple that is greater than 0.65, but not more than 1.35.  The rate may also be increased or decreased by a fixed spread or subject to a fixed cap or floor, or a cap or floor that is not reasonably expected as of the issue date to affect the yield of the instrument significantly.  An objective rate (other than a qualified floating rate) is a rate that is determined using a single fixed formula and that is based on objective financial or economic information, provided that the information is not (1) within the control of the depositor or a related party or (2) unique to the circumstances of the depositor or a related party.  A qualified inverse floating rate is a rate equal to a fixed rate minus a qualified floating rate that inversely reflects contemporaneous variations in the cost of newly borrowed funds; an inverse floating rate that is not a qualified floating rate may nevertheless be an objective rate.  A class of Regular Certificates may be issued under this prospectus that does not have a variable rate under the OID Regulations, for example, a class that bears different rates at different times during the period it is outstanding so that it is considered significantly “front-loaded” or “back-loaded” within the meaning of the OID Regulations.  It is possible that a class of this type may be considered to bear “contingent interest” within the meaning of the OID Regulations.  The OID Regulations, as they relate to the treatment of contingent interest, are by their terms not applicable to Regular Certificates.  However, if final regulations dealing with contingent interest with respect to Regular Certificates apply the same principles as the current regulations, those regulations may lead to different timing of income inclusion than would be the case under the variable interest regulations.  Furthermore, application of those principles could lead to the characterization of gain on the sale of contingent interest Regular Certificates as ordinary income.  Investors should consult their tax advisors regarding the appropriate treatment of any Regular Certificate that does not pay interest at a fixed rate or variable rate as described in this paragraph.

Under the REMIC Regulations, a Regular Certificate (1) bearing a rate that qualifies as a variable rate under the OID Regulations that is tied to current values of a variable rate (or the highest, lowest or average of two or more variable rates), including a rate based on the average cost of funds of one or more financial institutions, or a positive or negative multiple of a rate (plus or minus a specified number of basis points), or that represents a weighted average of rates on some or all of the mortgage loans, including a rate that is subject to one or more caps or floors, or (2) bearing one or more of these variable rates for one or more periods or one or more fixed rates for one or more periods, and a different variable rate or fixed rate for other periods qualifies as a regular interest in a REMIC.

Unless otherwise indicated in the applicable prospectus supplement, the depositor intends to treat Regular Certificates that provide for variable rates in the same manner as obligations bearing a variable rate for original issue discount reporting purposes. The amount of original issue discount with respect to a Regular Certificate bearing a variable rate of interest will accrue in the manner described above under “Original Issue Discount” with the yield to maturity and future payments on such Regular Certificate generally to be determined by assuming that interest will be payable for the life of the Regular Certificate based on the initial rate (or, if different, the value of the applicable variable rate as of the pricing date) for the relevant class. Unless otherwise specified in the applicable prospectus

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supplement, the depositor intends to treat such variable interest as qualified stated interest, other than variable interest on an interest-only or super-premium class, which will be treated as non-qualified stated interest includible in the stated redemption price at maturity. Ordinary income reportable for any period will be adjusted based on subsequent changes in the applicable interest rate index.

Although unclear under the OID Regulations, unless required otherwise by applicable final regulations, the depositor intends to treat Regular Certificates bearing an interest rate that is a weighted average of the net interest rates on mortgage loans or MBS having fixed or adjustable rates, as having qualified stated interest, except to the extent that initial “teaser” rates cause sufficiently “back-loaded” interest to create more than de minimis original issue discount. The yield on such Regular Certificates for purposes of accruing original issue discount will be a hypothetical fixed rate based on the fixed rates, in the case of fixed rate mortgage loans, and initial “teaser rates” followed by fully indexed rates, in the case of adjustable rate mortgage loans. In the case of adjustable rate mortgage loans, the applicable index used to compute interest on the mortgage loans will be the index in effect on the pricing date (or possibly the issue date), and in the case of teaser rates, will be deemed to be in effect beginning with the period in which the first weighted average adjustment date occurring after the issue date occurs. Adjustments will be made in each accrual period either increasing or decreasing the amount of ordinary income reportable to reflect the actual Pass-Through Rate on the Regular Certificates.

Deferred Interest

Under the OID Regulations, all interest on a Regular Certificate as to which there may be deferred interest is includible in the stated redemption price at maturity thereof. Accordingly, any deferred interest that accrues with respect to a class of Regular Certificates may constitute income to the holders of such Regular Certificates prior to the time distributions of cash with respect to such Deferred Interest are made.

Market Discount

A purchaser of a Regular Certificate also may be subject to the market discount rules of Code Section 1276 through 1278. Under these Code sections and the principles applied by the OID Regulations in the context of original issue discount, “market discount” is the amount by which the purchaser’s original basis in the Regular Certificate (exclusive of accrued qualified stated interest):

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

● in the case of a Regular Certificate having original issue discount, is exceeded by the adjusted issue price of such Regular Certificate at the time of purchase.

Such purchaser generally will be required to recognize ordinary income to the extent of accrued market discount on such Regular Certificate as distributions includible in the stated redemption price at maturity thereof are received, in an amount not exceeding any such distribution. Such market discount would accrue in a manner to be provided in Treasury regulations and should take into account the Prepayment Assumption. The Conference Committee Report to the 1986 Act provides that until such regulations are issued, such market discount would accrue either:

● on the basis of a constant interest rate; or

● in the ratio of stated interest allocable to the relevant period to the sum of the interest for such period plus the remaining interest as of the end of such period, or in the case of a Regular Certificate issued with original issue discount, in the ratio of original issue discount accrued for the relevant period to the sum of the original issue discount accrued for such period plus the remaining original issue discount as of the end of such period.

Such purchaser also generally will be required to treat a portion of any gain on a sale or exchange of the Regular Certificate as ordinary income to the extent of the market discount accrued to the date of disposition under one of the foregoing methods, less any accrued market discount previously reported as ordinary income as partial distributions in reduction of the stated redemption price at maturity were received. Such purchaser will be required to defer deduction of a portion of the excess of the interest paid or accrued on indebtedness incurred to purchase or carry a Regular Certificate over the interest distributable thereon. The deferred portion of such interest expense in

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any taxable year generally will not exceed the accrued market discount on the Regular Certificate for such year. Any such deferred interest expense is, in general, allowed as a deduction not later than the year in which the related market discount income is recognized or the Regular Certificate is disposed of. As an alternative to the inclusion of market discount in income on the foregoing basis, the Regular Certificateholder may elect to include market discount in income currently as it accrues on all market discount instruments acquired by such Regular Certificateholder in that taxable year or thereafter, in which case the interest deferral rule will not apply. See “Election to Treat All Interest Under the Constant Yield Method” below regarding an alternative manner in which such election may be deemed to be made.

Market discount with respect to a Regular Certificate will be considered to be zero if such market discount is less than 0.25% of the remaining stated redemption price at maturity of such Regular Certificate multiplied by the weighted average maturity of the Regular Certificate (determined as described above in the third paragraph under “Original Issue Discount”) remaining after the date of purchase. It appears that de minimis market discount would be reported in a manner similar to de minimis original issue discount. See “Original Issue Discount” above. Treasury regulations implementing the market discount rules have not yet been issued, and therefore investors should consult their own tax advisors regarding the application of these rules. Investors should also consult Revenue Procedure 92-67 concerning the elections to include market discount in income currently and to accrue market discount on the basis of the constant yield method.

Premium

A Regular Certificate purchased at a cost, excluding any portion of the cost attributable to accrued qualified stated interest, greater than its remaining stated redemption price at maturity generally is considered to be purchased at a premium. If the Regular Certificateholder holds such Regular Certificate as a “capital asset” within the meaning of Code Section 1221, the Regular Certificateholder may elect under Code Section 171 to amortize such premium under the constant yield method. Treasury Regulations issued under Code Section 171 do not, by their terms, apply to Regular Certificates, which are prepayable based on prepayments on the underlying mortgage loans. However, the Conference Committee Report to the 1986 Act indicates a Congressional intent that the same rules that will apply to the accrual of market discount on installment obligations will also apply to amortizing bond premium under Code Section 171 on installment obligations such as the Regular Certificates, although it is unclear whether the alternatives to the constant yield method described above under “Market Discount” are available. Amortizable bond premium will be treated as an offset to interest income on a Regular Certificate rather than as a separate deduction item. See “Election to Treat All Interest Under the Constant Yield Method” below regarding an alternative manner in which the Code Section 171 election may be deemed to be made.

Election to Treat All Interest Under the Constant Yield Method

A holder of a debt instrument such as a Regular Certificate may elect to treat all interest that accrues on the instrument using the constant yield method, with none of the interest being treated as qualified stated interest. For purposes of applying the constant yield method to a debt instrument subject to such an election:

● “interest” includes stated interest, original issue discount, de minimis original issue discount, market discount and de minimis market discount, as adjusted by any amortizable bond premium or acquisition premium; and

● the debt instrument is treated as if the instrument were issued on the holder’s acquisition date in the amount of the holder’s adjusted basis immediately after acquisition.

It is unclear whether, for this purpose, the initial Prepayment Assumption would continue to apply or if a new prepayment assumption as of the date of the holder’s acquisition would apply. A holder generally may make such an election on an instrument by instrument basis or for a class or group of debt instruments. However, if the holder makes such an election with respect to a debt instrument with amortizable bond premium or with market discount, the holder is deemed to have made elections to amortize bond premium or to report market discount income currently as it accrues under the constant yield method, respectively, for all debt instruments acquired by the holder in the same taxable year or thereafter. The election is made on the holder’s federal income tax return for the year in

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which the debt instrument is acquired and is irrevocable except with the approval of the IRS. Investors should consult their own tax advisors regarding the advisability of making such an election.

Sale or Exchange of Regular Certificates

If a Regular Certificateholder sells or exchanges a Regular Certificate, the Regular Certificateholder will recognize gain or loss equal to the difference, if any, between the amount received (other than amounts allocable to accrued interest) and its adjusted basis in the Regular Certificate. The adjusted basis of a Regular Certificate generally will equal the cost of the Regular Certificate to the seller, increased by any original issue discount or market discount previously included in the seller’s gross income with respect to the Regular Certificate and reduced by amounts included in the stated redemption price at maturity of the Regular Certificate that were previously received by the seller, by any amortized premium and by previously recognized losses.

Except as described above with respect to market discount, and except as provided in this paragraph, any gain or loss on the sale or exchange of a Regular Certificate realized by an investor who holds the Regular Certificate as a capital asset will be capital gain or loss and will be long-term or short-term depending on whether the Regular Certificate has been held for the long-term capital gain holding period (currently more than one year). Such gain will be treated as ordinary income as follows:

● if a Regular Certificate is held as part of a “conversion transaction” as defined in Code Section 1258(c), up to the amount of interest that would have accrued on the Regular Certificateholder’s net investment in the conversion transaction at 120% of the appropriate applicable Federal rate under Code Section 1274(d) in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition of property that was held as a part of such transaction;

● in the case of a non-corporate taxpayer, to the extent such taxpayer has made an election under Code Section 163(d)(4) to have net capital gains taxed as investment income at ordinary rates; or

● to the extent that such gain does not exceed the excess, if any, of (a) the amount that would have been includible in the gross income of the holder if its yield on such Regular Certificate were 110% of the applicable Federal rate as of the date of purchase, over (b) the amount of income actually includible in the gross income of such holder with respect to the Regular Certificate.

In addition, gain or loss recognized from the sale of a Regular Certificate by certain banks or thrift institutions will be treated as ordinary income or loss pursuant to Code Section 582(c).  Long-term capital gains of certain non-corporate taxpayers generally are subject to a lower maximum tax rate than ordinary income or short-term capital gains of such taxpayers for property held for more than one year. The maximum tax rate for corporations is the same with respect to both ordinary income and capital gains.

Treatment of Losses

Holders of Regular Certificates will be required to report income with respect to Regular Certificates on the accrual method of accounting, without giving effect to delays or reductions in distributions attributable to defaults or delinquencies on the mortgage loans allocable to a particular class of Regular Certificates, except to the extent it can be established that such losses are uncollectible. Accordingly, the holder of a Regular Certificate may have income, or may incur a diminution in cash flow as a result of a default or delinquency, but may not be able to take a deduction (subject to the discussion below) for the corresponding loss until a subsequent taxable year. In this regard, investors are cautioned that while they may generally cease to accrue interest income if it reasonably appears that the interest will be uncollectible, the IRS may take the position that original issue discount must continue to be accrued in spite of its uncollectibility until the debt instrument is disposed of in a taxable transaction or becomes worthless in accordance with the rules of Code Section 166. To the extent the rules of Code Section 166 regarding bad debts are applicable, it appears that holders of Regular Certificates that are corporations or that otherwise hold the Regular Certificates in connection with a trade or business should in general be allowed to deduct as an ordinary loss any such loss sustained during the taxable year on account of any such Regular Certificates becoming wholly or partially worthless, and that, in general, holders of Regular Certificates that are not corporations and do not hold the Regular Certificates in connection with a trade or business will be allowed to deduct as a short-term capital loss any

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loss with respect to principal sustained during the taxable year on account of a portion of any class or subclass of such Regular Certificates becoming wholly worthless. Although the matter is not free from doubt, noncorporate holders of Regular Certificates should be allowed a bad debt deduction at that time as the principal balance of any class or subclass of those Regular Certificates is reduced to reflect losses resulting from any liquidated mortgage loans below a holder’s basis in the Regular Certificates.  The IRS, however, could take the position that non-corporate holders will be allowed a bad debt deduction to reflect those losses only after all mortgage loans remaining in the trust fund have been liquidated or that class of Regular Certificates has been otherwise retired.  The IRS could also assert that losses on the Regular Certificates are deductible based on some other method that may defer those deductions for all holders, such as reducing future cash flow for purposes of computing original issue discount.  This may have the effect of creating “negative” original issue discount which would be deductible only against future positive original issue discount or otherwise upon termination of the class.  Notwithstanding the foregoing, it is not clear whether holders of interest-only certificates are entitled to any deduction under Code Section 166 for bad debt losses.  Holders of Regular Certificates are urged to consult their own tax advisors regarding the appropriate timing, amount and character of any loss sustained with respect to such Regular Certificates. While losses attributable to interest previously reported as income should be deductible as ordinary losses by both corporate and non-corporate holders, the IRS may take the position that losses attributable to accrued original issue discount may only be deducted as short-term capital losses by non-corporate holders not engaged in a trade or business. Special loss rules are applicable to banks and thrift institutions, including rules regarding reserves for bad debts. Such taxpayers are advised to consult their tax advisors regarding the treatment of losses on Regular Certificates.

Taxation of Residual Certificates

Taxation of REMIC Income

Generally, the “daily portions” of REMIC taxable income or net loss will be includible as ordinary income or loss in determining the federal taxable income of holders of Residual Certificates (“Residual Certificateholders”), and will not be taxed separately to the REMIC Pool. The daily portions of REMIC taxable income or net loss of a Residual Certificateholder are determined by allocating the REMIC Pool’s taxable income or net loss for each calendar quarter ratably to each day in such quarter and by allocating such daily portion among the Residual Certificateholders in proportion to their respective holdings of Residual Certificates in the REMIC Pool on such day. REMIC taxable income is generally determined in the same manner as the taxable income of an individual using the accrual method of accounting, except that:

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

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

● the limitation on the deductibility of interest and expenses related to tax-exempt income will apply.

The REMIC Pool’s gross income includes interest, original issue discount income and market discount income, if any, on the mortgage loans, reduced by amortization of any premium on the mortgage loans, plus income from amortization of issue premium, if any, on the Regular Certificates, plus income on reinvestment of cash flows and reserve assets, plus any cancellation of indebtedness income upon allocation of realized losses to the Regular Certificates. The REMIC Pool’s deductions include interest and original issue discount expense on the Regular Certificates, servicing fees on the mortgage loans, other administrative expenses of the REMIC Pool and realized losses on the mortgage loans. The requirement that Residual Certificateholders report their pro rata share of taxable income or net loss of the REMIC Pool will continue until there are no certificates of any class of the related series outstanding.

The taxable income recognized by a Residual Certificateholder in any taxable year will be affected by, among other factors, the relationship between the timing of recognition of interest and original issue discount or market discount income or amortization of premium with respect to the mortgage loans, on the one hand, and the timing of deductions for interest (including original issue discount) on the Regular Certificates or income from amortization of issue premium on the Regular Certificates, on the other hand. In the event that an interest in the mortgage loans is

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acquired by the REMIC Pool at a discount, and one or more of such mortgage loans is prepaid, the Residual Certificateholder may recognize taxable income without being entitled to receive a corresponding amount of cash because:

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

● the discount on the mortgage loans which is includible in income may exceed the deduction allowed upon such distributions on those Regular Certificates on account of any unaccrued original issue discount relating to those Regular Certificates.

When there is more than one class of Regular Certificates that distribute principal sequentially, this mismatching of income and deductions is particularly likely to occur in the early years following issuance of the Regular Certificates when distributions in reduction of principal are being made in respect of earlier classes of Regular Certificates to the extent that such classes are not issued with substantial discount. If taxable income attributable to such a mismatching is realized, in general, losses would be allowed in later years as distributions on the later classes of Regular Certificates are made. Taxable income may also be greater in earlier years than in later years as a result of the fact that interest expense deductions, expressed as a percentage of the outstanding principal amount of such a series of Regular Certificates, may increase over time as distributions in reduction of principal are made on the lower yielding classes of Regular Certificates, whereas to the extent that the REMIC Pool includes fixed rate mortgage loans, interest income with respect to any given mortgage loan will remain constant over time as a percentage of the outstanding principal amount of that loan. Consequently, Residual Certificateholders must have sufficient other sources of cash to pay any federal, state or local income taxes due as a result of such mismatching or unrelated deductions against which to offset such income, subject to the discussion of “excess inclusions” below under “Limitations on Offset or Exemption of REMIC Income” The timing of such mismatching of income and deductions described in this paragraph, if present with respect to a series of certificates, may have a significant adverse effect upon the Residual Certificateholder’s after-tax rate of return.

Basis and Losses

The amount of any net loss of the REMIC Pool that may be taken into account by the Residual Certificateholder is limited to the adjusted basis of the Residual Certificate as of the close of the quarter (or time of disposition of the Residual Certificate if earlier), determined without taking into account the net loss for the quarter. The initial adjusted basis of a purchaser of a Residual Certificate is the amount paid for such Residual Certificate. Such adjusted basis will be increased by the amount of taxable income of the REMIC Pool reportable by the Residual Certificateholder and will be decreased (but not below zero), first, by a cash distribution from the REMIC Pool and, second, by the amount of loss of the REMIC Pool reportable by the Residual Certificateholder. Any loss that is disallowed on account of this limitation may be carried over indefinitely with respect to the Residual Certificateholder as to whom such loss was disallowed and may be used by such Residual Certificateholder only to offset any income generated by the same REMIC Pool.

A Residual Certificateholder will not be permitted to amortize directly the cost of its Residual Certificate as an offset to its share of the taxable income of the related REMIC Pool. However, that taxable income will not include cash received by the REMIC Pool that represents a recovery of the REMIC Pool’s basis in its assets.  That recovery of basis by the REMIC Pool will have the effect of amortization of the issue price of the Residual Certificates over their life.  However, in view of the possible acceleration of the income of Residual Certificateholders described under “—Taxation of REMIC Income” above, the period of time over which the issue price is effectively amortized may be longer than the economic life of the Residual Certificates.

A Residual Certificate may have a negative value if the net present value of anticipated tax liabilities exceeds the present value of anticipated cash flows. The REMIC Regulations appear to treat the issue price of such a residual interest as zero rather than such negative amount for purposes of determining the REMIC Pool’s basis in its assets. Regulations have been issued addressing the federal income tax treatment of “inducement fees” received by transferees of noneconomic residual interests. These regulations require inducement fees to be included in income over a period reasonably related to the period in which the related residual interest is expected to generate taxable income or net loss to its holder. Under two safe harbor methods, inducement fees may be included in income:

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● in the same amounts and over the same period that the taxpayer uses for financial reporting purposes, provided that such period is not shorter than the period the REMIC is expected to generate taxable income; or

● ratably over the remaining anticipated weighted average life of all the regular and residual interests issued by the REMIC, determined based on actual distributions projected as remaining to be made on such interests under the Prepayment Assumption.

If the holder of a noneconomic residual interest sells or otherwise disposes of the noneconomic residual interest, any unrecognized portion of the inducement fee must be taken into account at the time of the sale or disposition. Prospective purchasers of the Residual Certificates should consult with their tax advisors regarding the effect of these regulations.

Further, to the extent that the initial adjusted basis of a Residual Certificateholder (other than an original holder) in the Residual Certificate is greater that the corresponding portion of the REMIC Pool’s basis in the mortgage loans, the Residual Certificateholder will not recover a portion of such basis until termination of the REMIC Pool unless future Treasury regulations provide for periodic adjustments to the REMIC income otherwise reportable by such holder. The REMIC Regulations currently in effect do not so provide. See “Treatment of Certain Items of REMIC Income and Expense—Market Discount” below regarding the basis of mortgage loans to the REMIC Pool and “Sale or Exchange of a Residual Certificate” below regarding possible treatment of a loss upon termination of the REMIC Pool as a capital loss.

Treatment of Certain Items of REMIC Income and Expense

Although the depositor intends to compute REMIC income and expense in accordance with the Code and applicable regulations, the authorities regarding the determination of specific items of income and expense are subject to differing interpretations. The depositor makes no representation as to the specific method that it will use for reporting income with respect to the mortgage loans and expenses with respect to the Regular Certificates, and different methods could result in different timing of reporting of taxable income or net loss to Residual Certificateholders or differences in capital gain versus ordinary income.

Original Issue Discount and Premium. Generally, the REMIC Pool’s deductions for original issue discount and income from amortization of issue premium will be determined in the same manner as original issue discount income on Regular Certificates as described above under “Taxation of Regular Certificates—Original Issue Discount” and “—Variable Rate Regular Certificates,” without regard to the de minimis rule described therein, and “—Premium.”

Deferred Interest. Any deferred interest that accrues with respect to any adjustable rate mortgage loans held by the REMIC Pool will constitute income to the REMIC Pool and will be treated in a manner similar to the deferred interest that accrues with respect to Regular Certificates as described above under “Taxation of Regular Certificates—Deferred Interest.”

Market Discount. The REMIC Pool will have market discount income in respect of mortgage loans if, in general, the basis of the REMIC Pool allocable to such mortgage loans is exceeded by their unpaid principal balances. The REMIC Pool’s basis in such mortgage loans is generally the fair market value of the mortgage loans immediately after the transfer thereof to the REMIC Pool. The REMIC Regulations provide that such basis is equal in the aggregate to the issue prices of all regular and residual interests in the REMIC Pool (or the fair market value thereof at the Startup Day, in the case of a retained class).  In respect of mortgage loans that have market discount to which Code Section 1276 applies, the accrued portion of the market discount would be recognized currently as an item of ordinary income in a manner similar to original issue discount.  Market discount income generally should accrue in the manner described above under “Taxation of Regular Certificates—Market Discount.”

Premium. Generally, if the basis of the REMIC Pool in the mortgage loans exceeds the unpaid principal balances thereof, the REMIC Pool will be considered to have acquired such mortgage loans at a premium equal to the amount of such excess. As stated above, the REMIC Pool’s basis in mortgage loans is the fair market value of the mortgage loans, based on the aggregate of the issue prices (or the fair market value of retained classes) of the regular and residual interests in the REMIC Pool immediately after the transfer thereof to the REMIC Pool. In a

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manner analogous to the discussion above under “Taxation of Regular Certificates—Premium,” a REMIC Pool that holds a mortgage loan as a capital asset under Code Section 1221 may elect under Code Section 171 to amortize premium on whole mortgage loans or mortgage loans underlying MBS that were originated after September 27, 1985 or MBS that are REMIC regular interests under the constant yield method. Amortizable bond premium will be treated as an offset to interest income on the mortgage loans, rather than as a separate deduction item. To the extent that the mortgagors with respect to the mortgage loans are individuals, Code Section 171 will not be available for premium on mortgage loans (including underlying mortgage loans) originated on or prior to September 27, 1985. Premium with respect to such mortgage loans may be deductible in accordance with a reasonable method regularly employed by the holder thereof. The allocation of such premium pro rata among principal payments should be considered a reasonable method; however, the IRS may argue that such premium should be allocated in a different manner, such as allocating such premium entirely to the final payment of principal.

Limitations on Offset or Exemption of REMIC Income

A portion or all of the REMIC taxable income includible in determining the federal income tax liability of a Residual Certificateholder will be subject to special treatment. That portion, referred to as the “excess inclusion,” is equal to the excess of REMIC taxable income for the calendar quarter allocable to a Residual Certificate over the daily accruals for such quarterly period of:

● 120% of the long-term applicable Federal rate that would have applied to the Residual Certificate (if it were a debt instrument) on the Startup Day under Code Section 1274(d), multiplied by;

● the adjusted issue price of such Residual Certificate at the beginning of such quarterly period.

For this purpose, the adjusted issue price of a Residual Certificate at the beginning of a quarter is the issue price of the Residual Certificate, plus the amount of such daily accruals of REMIC income described in this paragraph for all prior quarters, decreased by any distributions made with respect to such Residual Certificate prior to the beginning of such quarterly period. Accordingly, the portion of the REMIC Pool’s taxable income that will be treated as excess inclusions will be a larger portion of such income as the adjusted issue price of the Residual Certificates diminishes and all such taxable income will be so treated if the adjusted issue price of the Residual Certificate is zero.

The portion of a Residual Certificateholder’s REMIC taxable income consisting of the excess inclusions generally may not be offset by other deductions, including net operating loss carryforwards, on such Residual Certificateholder’s return. However, net operating loss carryovers are determined without regard to excess inclusion income. Further, if the Residual Certificateholder is an organization subject to the tax on unrelated business income imposed by Code Section 511, the Residual Certificateholder’s excess inclusions will be treated as unrelated business taxable income of such Residual Certificateholder for purposes of Code Section 511. In addition, REMIC taxable income is subject to 30% withholding tax with respect to certain persons who are not U.S. Persons (as defined below under “Tax-Related Restrictions on Transfer of Residual Certificates—Foreign Investors”), and the portion thereof attributable to excess inclusions is not eligible for any reduction in the rate of withholding tax (by treaty or otherwise). See “Taxation of Certain Foreign Investors—Residual Certificates” below. Finally, if a real estate investment trust or a regulated investment company owns a Residual Certificate, a portion (allocated under Treasury regulations yet to be issued) of dividends paid by the real estate investment trust or a regulated investment company could not be offset by net operating losses of its shareholders, would constitute unrelated business taxable income for tax-exempt shareholders, and would be ineligible for reduction of withholding to certain persons who are not U.S. Persons.

In addition, the Code provides three rules for determining the effect of excess inclusions on the alternative minimum taxable income of a Residual Certificateholder. First, alternative minimum taxable income for a Residual Certificateholder is determined without regard to the special rule, discussed above, that taxable income cannot be less than excess inclusions. Second, a Residual Certificateholder’s alternative minimum taxable income for a taxable year cannot be less than the excess inclusions for the year. Third, the amount of any alternative minimum tax net operating loss deduction must be computed without regard to any excess inclusions.

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Tax-Related Restrictions on Transfer of Residual Certificates

Disqualified Organizations. If any legal or beneficial interest in a Residual Certificate is transferred to a Disqualified Organization (as defined below), a tax would be imposed in an amount equal to the product of:

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

● the highest marginal federal income tax rate applicable to corporations.

The REMIC Regulations provide that the anticipated excess inclusions are based on actual prepayment experience to the date of the transfer and projected payments based on the Prepayment Assumption. The present value rate equals the applicable federal rate under Code Section 1274(d) as of the date of the transfer for a term ending with the last calendar quarter in which excess inclusions are expected to accrue. Such a tax generally would be imposed on the transferor of the Residual Certificate, except that where such transfer is through an agent (including a broker, nominee or other middleman) for a Disqualified Organization, the tax would instead be imposed on such agent. However, a transferor of a Residual Certificate would in no event be liable for such tax with respect to a transfer if the transferee furnishes to the transferor an affidavit that the transferee is not a Disqualified Organization and, as of the time of the transfer, the transferor does not have actual knowledge that such affidavit is false.  The tax may also be waived by the Treasury Department if the Disqualified Organization promptly disposes of the residual interest and the transferor pays income tax at the highest corporate rate on the excess inclusions for the period the Residual Certificate is actually held by the Disqualified Organization.

In addition, if a Pass-Through Entity (as defined below) has excess inclusion income with respect to a Residual Certificate during a taxable year and a Disqualified Organization is the record holder of an equity interest in such entity, then a tax is imposed on such entity equal to the product of:

● the amount of excess inclusions on the Residual Certificate that are allocable to the interest in the Pass-Through Entity during the period such interest is held by such Disqualified Organization; and

● the highest marginal federal corporate income tax rate.

Such tax would be deductible from the ordinary gross income of the Pass-Through Entity for the taxable year. The Pass-Through Entity would not be liable for such tax if it has received an affidavit from such record holder that it is not a Disqualified Organization or stating such holder’s taxpayer identification number and, during the period such person is the record holder of the Residual Certificate, the Pass-Through Entity does not have actual knowledge that such affidavit is false.

If an “electing large partnership” holds a Residual Certificate, all interests in the electing large partnership are treated as held by Disqualified Organizations for purposes of the tax imposed upon a Pass-Through Entity by Code Section 860E(c). An exception to this tax, otherwise available to a Pass-Through Entity that is furnished certain affidavits by record holders of interests in the entity and that does not know such affidavits are false, is not available to an electing large partnership.

For these purposes:

● “Disqualified Organization” means the United States, any state or political subdivision thereof, any foreign government, any international organization, any agency or instrumentality of any of the foregoing (provided, that such term does not include an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not selected by any such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas as described in Code Section 1381(a)(2)(C), and any organization (other than a farmers’ cooperative described in Code Section 521) that is exempt from taxation under the Code unless such organization is subject to the tax on unrelated business income imposed by Code Section 511;

● “Pass-Through Entity” means any regulated investment company, real estate investment trust, common trust fund, partnership, trust or estate and certain corporations operating on a cooperative basis (except as

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may be provided in Treasury regulations, any person holding an interest in a Pass-Through Entity as a nominee for another will, with respect to such interest, be treated as a Pass-Through Entity); and

● an “electing large partnership” means any partnership having more than 100 members during the preceding tax year (other than certain service partnerships and commodity pools), which elect to apply simplified reporting provisions under the Code.

The Pooling Agreement with respect to a series of certificates will provide that no legal or beneficial interest in a Residual Certificate may be transferred unless:

● the proposed transferee provides to the transferor and the trustee an affidavit providing its taxpayer identification number and stating that such transferee is the beneficial owner of the Residual Certificate, is not a Disqualified Organization and is not purchasing such Residual Certificates on behalf of a Disqualified Organization (i.e., as a broker, nominee or middleman thereof); and

● the transferor provides a statement in writing to the depositor and the trustee that it has no actual knowledge that such affidavit is false.

Moreover, the Pooling Agreement will provide that any attempted or purported transfer in violation of these transfer restrictions will be null and void and will vest no rights in any purported transferee. Each Residual Certificate with respect to a series will bear a legend referring to such restrictions on transfer, and each Residual Certificateholder will be deemed to have agreed, as a condition of ownership thereof, to any amendments to the related Pooling Agreement required under the Code or applicable Treasury regulations to effectuate the foregoing restrictions. Information necessary to compute an applicable excise tax must be furnished to the IRS and to the requesting party within 60 days of the request, and the depositor or the trustee may charge a fee for computing and providing such information.

Noneconomic Residual Interests. The REMIC Regulations disregard certain transfers of Residual Certificates, in which case the transferor continues to be treated as the owner of the Residual Certificates and thus continues to be subject to tax on its allocable portion of the net income of the REMIC Pool. Under the REMIC Regulations, a transfer of a “noneconomic residual interest” (as defined below) to a Residual Certificateholder (other than a Residual Certificateholder who is not a U.S. Person, as defined below under “—Foreign Investors”) is disregarded for all federal income tax purposes if a significant purpose of the transferor is to impede the assessment or collection of tax. A residual interest in a REMIC (including a residual interest with a positive value at issuance) is a “noneconomic residual interest” unless, at the time of the transfer:

● the present value of the expected future distributions on the residual interest at least equals the product of the present value of the anticipated excess inclusions and the highest corporate income tax rate in effect for the year in which the transfer occurs; and

● the transferor reasonably expects that the transferee will receive distributions from the REMIC at or after the time at which taxes accrue on the anticipated excess inclusions in an amount sufficient to satisfy the accrued taxes.

The anticipated excess inclusions and the present value rate are determined in the same manner as set forth above under “—Disqualified Organizations.” The REMIC Regulations explain that a significant purpose to impede the assessment or collection of tax exists if the transferor, at the time of the transfer, either knew or should have known that the transferee would be unwilling or unable to pay taxes due on its share of the taxable income of the REMIC.  Under the REMIC Regulations, a safe harbor is provided if:

● the transferor conducted, at the time of the transfer, a reasonable investigation of the financial condition of the transferee and found that the transferee historically had paid its debts as they came due and found no significant evidence to indicate that the transferee would not continue to pay its debts as they came due in the future;

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● the transferee represents to the transferor that it understands that, as the holder of the noneconomic residual interest, the transferee may incur tax liabilities in excess of cash flows generated by the interest and that the transferee intends to pay taxes associated with holding the residual interest as they become due; and

● the transferee represents that it will not cause income from the Residual Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Person (as defined below); and

● either the “formula test” or the “assets test” (each described below) is satisfied.

The Pooling Agreement with respect to each series of certificates will require the transferee of a Residual Certificate to certify to the matters in the bullet points set forth above as part of the affidavit described above under the heading “Disqualified Organizations.” The transferor must have no actual knowledge or reason to know that such statements are false.

The formula test is satisfied if the present value of the anticipated tax liabilities associated with holding the noneconomic residual interest must not exceed the sum of:

  (i)      the present value of any consideration given to the transferee to acquire the interest;

 (ii)      the present value of the expected future distributions on the interest; and

(iii)      the present value of the anticipated tax savings associated with holding the interest as the REMIC generates losses.

For purposes of these computations, the transferee is assumed to pay tax at the highest rate of tax specified in Code Section 11(b)(1) (currently 35%) or, in certain circumstances, the alternative minimum tax rate. Further, present values generally are computed using a discount rate equal to the short-term Federal rate set forth in Code Section 1274(d) for the month of such transfer and the compounding period used by the transferee.

The assets test is satisfied if:

  (i)      the transferee must be a domestic “C” corporation (other than a corporation exempt from taxation of a regulated investment company or real estate investment trust) that meets certain gross and net assets tests (generally, $100 million of gross assets and $10 million of net assets for the current year and the two preceding fiscal years);

 (ii)      the transferee must agree in writing that it will transfer the Residual Certificate only to a subsequent transferee that is an eligible corporation and meets the requirements for a safe harbor transfer; and

(iii)      the facts and circumstances known to the transferor on or before the date of the transfer must not reasonably indicate that the taxes associated with ownership of the Residual Certificate will not be paid by the transferee.

Foreign Investors. The REMIC Regulations provide that the transfer of a Residual Certificate that has “tax avoidance potential” to a “foreign person” will be disregarded for all federal tax purposes. This rule appears intended to apply to a transferee who is not a “U.S. Person” (a “Non-U.S. Person”), unless such transferee’s income is effectively connected with the conduct of a trade or business within the United States. A Residual Certificate is deemed to have tax avoidance potential unless, at the time of the transfer, (i) the future value of expected distributions equals at least 30% of the anticipated excess inclusions after the transfer, and (ii) the transferor reasonably expects that the transferee will receive sufficient distributions from the REMIC Pool at or after the time at which the excess inclusions accrue and prior to the end of the next succeeding taxable year for the accumulated withholding tax liability to be paid. If the non-U.S. Person transfers the Residual Certificate back to a U.S. Person, the transfer will be disregarded and the foreign transferor will continue to be treated as the owner unless arrangements are made so that the transfer does not have the effect of allowing the transferor to avoid tax on accrued excess inclusions.

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Unless otherwise stated in the prospectus supplement relating to a series of certificates, a Residual Certificate may not be purchased by or transferred to any person that is not a U.S. Person or a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) any interest in which is owned (or, may be owned pursuant to the applicable partnership agreement) directly or indirectly (other than through a U.S. corporation) by any person that is not a “U.S. Person”. The term “U.S. Person” means a citizen or resident of the United States, a corporation, partnership (except to the extent provided in applicable Treasury regulations) or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia, including any entity treated as a corporation or partnership for U.S. tax purposes, an estate that is subject to United States federal income tax regardless of the source of its income or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more United States persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence on August 20, 1996 have elected to be treated as U.S. Persons if such election has been made).

In addition, under temporary and final Treasury regulations, effective August 1, 2006, a U.S. partnership having a partner who is not a U.S. Person will be required to pay withholding tax in respect of excess inclusion income allocable to such non-U.S. partner, even if no cash distributions are made to such partner. Accordingly, the Pooling Agreement will prohibit transfer of a Residual Certificate to a U.S. Person treated as a partnership for federal income tax purposes, any beneficial owner of which (other than through a U.S. corporation) is (or is permitted to be under the related partnership agreement) not a U.S. Person.

Sale or Exchange of a Residual Certificate

Upon the sale or exchange of a Residual Certificate, the Residual Certificateholder will recognize gain or loss equal to the excess, if any, of the amount realized over the adjusted basis (as described above under “Taxation of Residual Certificates—Basis and Losses”) of such Residual Certificateholder in such Residual Certificate at the time of the sale or exchange. In addition to reporting the taxable income of the REMIC Pool, a Residual Certificateholder will have taxable income to the extent that any cash distribution to it from the REMIC Pool exceeds such adjusted basis on that Distribution Date. Such income will be treated as gain from the sale or exchange of the Residual Certificate. It is possible that the termination of the REMIC Pool may be treated as a sale or exchange of a Residual Certificateholder’s Residual Certificate, in which case, if the Residual Certificateholder has an adjusted basis in such Residual Certificateholder’s Residual Certificate remaining when its interest in the REMIC Pool terminates, and if such Residual Certificateholder holds such Residual Certificate as a capital asset under Code Section 1221, then such Residual Certificateholder will recognize a capital loss at that time in the amount of such remaining adjusted basis.

Any gain on the sale of a Residual Certificate will be treated as ordinary income (i) if a Residual Certificate is held as part of a “conversion transaction” as defined in Code Section 1258(c), up to the amount of interest that would have accrued on the Residual Certificateholder’s net investment in the conversion transaction at 120% of the appropriate applicable Federal rate in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition of property that was held as a part of such transaction or (ii) in the case of a non-corporate taxpayer, to the extent such taxpayer has made an election under Code Section 163(d)(4) to have net capital gains taxed as investment income at ordinary income rates. In addition, gain or loss recognized from the sale of a Residual Certificate by certain banks or thrift institutions will be treated as ordinary income or loss pursuant to Code Section 582(c).

The Conference Committee Report to the 1986 Act provides that, except as provided in Treasury regulations yet to be issued, the wash sale rules of Code Section 1091 will apply to dispositions of Residual Certificates where the seller of the Residual Certificate, during the period beginning six months before the sale or disposition of the Residual Certificate and ending six months after such sale or disposition, acquires (or enters into any other transaction that results in the application of Section 1091) any residual interest in any REMIC or any interest in a “taxable mortgage pool” (such as a non-REMIC owner trust) that is economically comparable to a Residual Certificate.

Mark to Market Regulations

The IRS has issued regulations under Code Section 475 relating to the requirement that a securities dealer mark to market securities held for sale to customers. This mark-to-market requirement applies to all securities of a dealer,

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except to the extent that the dealer has specifically identified a security as held for investment.  These regulations provide that, for purposes of this mark-to-market requirement, a Residual Certificate is not treated as a security and thus may not be marked to market.

Taxes that May Be Imposed on the REMIC Pool

Prohibited Transactions

Income from certain transactions by the REMIC Pool, called prohibited transactions, will not be part of the calculation of income or loss includible in the federal income tax returns of Residual Certificateholders, but rather will be taxed directly to the REMIC Pool at a 100% rate. Prohibited transactions generally include:

● the disposition of a qualified mortgage other than for (a) substitution within two years of the Startup Day for a defective (including a defaulted) obligation (or repurchase in lieu of substitution of a defective (including a defaulted) obligation at any time) or for any qualified mortgage within three months of the Startup Day, (b) foreclosure, default or imminent default of a qualified mortgage, (c) bankruptcy or insolvency of the REMIC Pool or (d) a qualified (complete) liquidation;

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

● the receipt of compensation for services; or

● the receipt of gain from disposition of cash flow investments other than pursuant to a qualified liquidation.

Notwithstanding the first or fourth bullet points set forth above, it is not a prohibited transaction to sell REMIC Pool property to prevent a default on Regular Certificates as a result of a default on qualified mortgages or to facilitate a clean-up call (generally, an optional termination to save administrative costs when no more than a small percentage of the certificates is outstanding). The REMIC Regulations indicate that the modification of a mortgage loan generally will not be treated as a disposition if it is occasioned by a default or reasonably foreseeable default, an assumption of the mortgage loan, the waiver of a due-on-sale or due-on-encumbrance clause or the conversion of an interest rate by a mortgagor pursuant to the terms of a convertible adjustable rate mortgage loan.

Contributions to the REMIC Pool After the Startup Day

In general, the REMIC Pool will be subject to a tax at a 100% rate on the value of any property contributed to the REMIC Pool after the Startup Day. Exceptions are provided for cash contributions to the REMIC Pool:

● during the three months following the Startup Day;

● made to a qualified reserve fund by a Residual Certificateholder;

● in the nature of a guarantee;

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

● as otherwise permitted in Treasury regulations yet to be issued.

Net Income from Foreclosure Property

The REMIC Pool will be subject to federal income tax at the highest corporate rate on “net income from foreclosure property,” determined by reference to the rules applicable to real estate investment trusts. Generally, property acquired by deed in lieu of foreclosure would be treated as “foreclosure property” for a period ending with the third calendar year following the year of acquisition of such property, with a possible extension. Net income from foreclosure property generally means gain from the sale of a foreclosure property that is inventory property and gross income from foreclosure property other than qualifying rents and other qualifying income for a real estate investment trust.

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It is not anticipated that the REMIC Pool will receive income or contributions subject to tax under the preceding three paragraphs, except as described in the applicable prospectus supplement with respect to net income from foreclosure property on a commercial or multifamily residential property that secured a mortgage loan.

Liquidation of the REMIC Pool

If a REMIC Pool adopts a plan of complete liquidation, within the meaning of Code Section 860F(a)(4)(A)(i), which may be accomplished by designating in the REMIC Pool’s final tax return a date on which such adoption is deemed to occur, and sells all of its assets (other than cash) within a 90-day period beginning on the date of the adoption of the plan of liquidation, the REMIC Pool will not be subject to the prohibited transaction rules on the sale of its assets, provided that the REMIC Pool credits or distributes in liquidation all of the sale proceeds plus its cash (other than amounts retained to meet claims) to holders of Regular Certificates and Residual Certificateholders within the 90-day period.

Administrative Matters

The REMIC Pool will be required to maintain its books on a calendar year basis and to file federal income tax returns for federal income tax purposes in a manner similar to a partnership. The form for such income tax return is Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return. The trustee will be required to sign the REMIC Pool’s returns. Treasury regulations provide that, except where there is a single Residual Certificateholder for an entire taxable year, the REMIC Pool will be subject to the procedural and administrative rules of the Code applicable to partnerships, including the determination by the IRS of any adjustments to, among other things, items of REMIC income, gain, loss, deduction or credit in a unified administrative proceeding. The Residual Certificateholder owning the largest percentage interest in the Residual Certificates will be obligated to act as “tax matters person,” as defined in applicable Treasury regulations, with respect to the REMIC Pool. Each Residual Certificateholder will be deemed, by acceptance of such Residual Certificates, to have agreed:

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

● to the irrevocable designation of the master servicer as agent for performing the functions of the tax matters person.

Limitations on Deduction of Certain Expenses

An investor who is an individual, estate or trust will be subject to limitation with respect to certain itemized deductions described in Code Section 67, to the extent that such itemized deductions, in the aggregate, do not exceed 2% of the investor’s adjusted gross income. In addition, Code Section 68 provides that itemized deductions otherwise allowable for a taxable year of an individual taxpayer will be reduced by the lesser of:

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

● 80% of the amount of itemized deductions otherwise allowable for such year.

Under current law, the applicable limitation has been reduced to zero for taxable years beginning in 2010, but under current law, will be fully reinstated for the taxable year beginning in 2013 and thereafter. In the case of a REMIC Pool, such deductions may include deductions under Code Section 212 for the servicing fee and all administrative and other expenses relating to the REMIC Pool, or any similar expenses allocated to the REMIC Pool with respect to a regular interest it holds in another REMIC. Such investors who hold REMIC Certificates either directly or indirectly through certain pass-through entities may have their pro rata share of such expenses allocated to them as additional gross income, but may be subject to such limitation on deductions. In addition, such expenses are not deductible at all for purposes of computing the alternative minimum tax, and may cause such investors to be subject to significant additional tax liability. Temporary Treasury regulations provide that the additional gross income and corresponding amount of expenses generally are to be allocated entirely to the holders of Residual Certificates in the case of a REMIC Pool that would not qualify as a fixed investment trust in the absence of a REMIC election. However, such additional gross income and limitation on deductions will apply to the allocable portion of such expenses to holders of Regular Certificates, as well as holders of Residual Certificates, where such

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Regular Certificates are issued in a manner that is similar to pass-through certificates in a fixed investment trust. In general, such allocable portion will be determined based on the ratio that a REMIC Certificateholder’s income, determined on a daily basis, bears to the income of all holders of Regular Certificates and Residual Certificates with respect to a REMIC Pool. As a result, individuals, estates or trusts holding REMIC Certificates (either directly or indirectly through a grantor trust, partnership, S corporation, REMIC, or certain other pass-through entities described in the foregoing temporary Treasury regulations) may have taxable income in excess of the interest income at the pass-through rate on Regular Certificates that are issued in a single class or otherwise consistently with fixed investment trust status or in excess of cash distributions for the related period on Residual Certificates. Unless otherwise indicated in the applicable prospectus supplement, all such expenses will be allocable to the Residual Certificates.

Taxation of Certain Foreign Investors

Regular Certificates

Interest, including original issue discount, distributable to Regular Certificateholders who are nonresident aliens, foreign corporations, or other Non-U.S. Persons, will be considered “portfolio interest” and, therefore, generally will not be subject to 30% United States withholding tax, provided that such Non-U.S. Person:

● is not a “10-percent shareholder” within the meaning of Code Section 871(h)(3)(B) or, or a controlled foreign corporation described in Code Section 881(c)(3)(C) related to, the REMIC (or possibly one or more mortgagors); and

● provides the trustee, or the person who would otherwise be required to withhold tax from such distributions under Code Section 1441 or 1442, with an appropriate statement, signed under penalties of perjury, identifying the beneficial owner and stating, among other things, that the beneficial owner of the Regular Certificate is a Non-U.S. Person.

The appropriate documentation includes Form W-8BEN, if the Non-U.S. Person is a corporation or individual eligible for the benefits of the portfolio interest exemption or an exemption based on a treaty; Form W-8ECI if the Non-U.S. Person is eligible for an exemption on the basis of its income from the Regular Certificate being effectively connected to a United States trade or business; Form W-8BEN or Form W-8IMY if the non-U.S. Person is a trust, depending on whether such trust is classified as the beneficial owner of the Regular Certificate; and Form W-8IMY, with supporting documentation as specified in the Treasury Regulations, required to substantiate exemptions from withholding on behalf of its partners, if the Non-U.S. Person is a partnership. An intermediary (other than a partnership) must provide Form W-8IMY, revealing all required information, including its name, address, taxpayer identification number, the country under the laws of which it is created, and certification that it is not acting for its own account. A “qualified intermediary” must certify that it has provided, or will provide, a withholding statement as required under Treasury Regulations Section 1.1441-1(e)(5)(v), but need not disclose the identity of its account holders on its Form W-8IMY, and may certify its account holders’ status without including each beneficial owner’s certification. A non-“qualified intermediary” must additionally certify that it has provided, or will provide, a withholding statement that is associated with the appropriate Forms W-8 and W-9 required to substantiate exemptions from withholding on behalf of its beneficial owners. The term “intermediary” means a person acting as a custodian, a broker, nominee or otherwise as an agent for the beneficial owner of a Regular Certificate. A “qualified intermediary” is generally a foreign financial institution or clearing organization or a non-U.S. branch or office of a U.S. financial institution or clearing organization that is a party to a withholding agreement with the IRS.

If such statement, or any other required statement, is not provided, 30% withholding will apply. If the interest on the Regular Certificate is effectively connected with the conduct of a trade or business within the United States by such Non-U.S. Person, such Non-U.S. Person will be subject to United States federal income tax at regular rates. Prepayment Premiums distributable to Regular Certificateholders who are Non-U.S. Persons may be subject to 30% United States withholding tax. Investors who are Non-U.S. Persons should consult their own tax advisors regarding the specific tax consequences to them of owning a Regular Certificate.

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Residual Certificates

The Conference Committee Report to the 1986 Act indicates that amounts paid to Residual Certificateholders who are Non-U.S. Persons are treated as interest for purposes of the 30% (or lower treaty rate) United States withholding tax. Treasury regulations provide that amounts distributed to Residual Certificateholders may qualify as “portfolio interest,” subject to the conditions described in “Regular Certificates” above, but only to the extent that:

● the mortgage loans (including mortgage loans underlying MBS) were issued after July 18, 1984; and

● the trust fund or segregated pool of assets therein (as to which a separate REMIC election will be made), to which the Residual Certificate relates, consists of obligations issued in “registered form” within the meaning of Code Section 163(f)(1).

Generally, whole mortgage loans will not be, but MBS and regular interests in another REMIC Pool will be, considered obligations issued in registered form. Furthermore, a Residual Certificateholder will not be entitled to any exemption from the 30% withholding tax (or lower treaty rate) to the extent of that portion of REMIC taxable income that constitutes an “excess inclusion.” See “Taxation of Residual Certificates—Limitations on Offset or Exemption of REMIC Income.” If the amounts paid to Residual Certificateholders who are Non-U.S. Persons are effectively connected with the conduct of a trade or business within the United States by such Non-U.S. Persons, 30% (or lower treaty rate) withholding will not apply. Instead, the amounts paid to such Non-U.S. Persons will be subject to United States federal income tax at regular rates. If 30% (or lower treaty rate) withholding is applicable, such amounts generally will be taken into account for purposes of withholding only when paid or otherwise distributed (or when the Residual Certificate is disposed of) under rules similar to withholding upon disposition of debt instruments that have original issue discount. See “Tax-Related Restrictions on Transfer of Residual Certificates—Foreign Investors” above concerning the disregard of certain transfers having “tax avoidance potential”, and the withholding tax obligations of U.S. partnerships having Non-U.S. Persons as partners. Investors who are Non-U.S. Persons should consult their own tax advisors regarding the specific tax consequences to them of owning Residual Certificates.

Backup Withholding

Distributions made on the Regular Certificates, and proceeds from the sale of the Regular Certificates to or through certain brokers, may be subject to a “backup” withholding tax under Code Section 3406 of 28% (which rate is scheduled to increase to 31% after 2012) on “reportable payments” (including interest distributions, original issue discount, and, under certain circumstances, principal distributions) unless the Regular Certificateholder is a U.S. Person and provides Form W-9 with the correct taxpayer identification number; is a Non-U.S. Person and provides Form W-8BEN identifying the Non-U.S. Person and stating that the beneficial owner is not a U.S. Person; or can be treated as an exempt recipient within the meaning of Treasury Regulations Section 1.6049-4(c)(1)(ii).  Any amounts to be withheld from distribution on the Regular Certificates would be refunded by the IRS or allowed as a credit against the Regular Certificateholder’s federal income tax liability.  Final Treasury Regulations will change certain of the rules relating to certain presumptions currently available relating to information reporting and backup withholding.  Information reporting requirements may apply regardless of whether withholding is required.  Investors are urged to contact their own tax advisors regarding the application to them of backup withholding and information reporting.

Reporting Requirements

Reports of accrued interest, original issue discount and information necessary to compute the accrual of any market discount on the Regular Certificates will be made annually to the IRS and to individuals, estates, non-exempt and non-charitable trusts, and partnerships who are either holders of record of Regular Certificates or beneficial owners who own Regular Certificates through a broker or middleman as nominee. All brokers, nominees and all other non-exempt holders of record of Regular Certificates (including corporations, non-calendar year taxpayers, securities or commodities dealers, real estate investment trusts, investment companies, common trust funds, thrift institutions and charitable trusts) may request such information for any calendar quarter by telephone or in writing by contacting the person designated in IRS Publication 938 with respect to a particular series of Regular Certificates. Holders through nominees must request such information from the nominee.

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IRS Form 1066 has an accompanying Schedule Q, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation. Treasury regulations require that Schedule Q be furnished by the REMIC Pool to each Residual Certificateholder by the end of the month following the close of each calendar quarter (41 days after the end of a quarter under proposed Treasury regulations) in which the REMIC Pool is in existence.

Treasury regulations require that, in addition to the foregoing requirements, information must be furnished quarterly to Residual Certificateholders, furnished annually, if applicable, to holders of Regular Certificates, and filed annually with the IRS concerning Code Section 67 expenses (see “Limitations on Deduction of Certain Expenses” above) allocable to such holders. Furthermore, under such regulations, information must be furnished quarterly to Residual Certificateholders, furnished annually to holders of Regular Certificates, and filed annually with the IRS concerning the percentage of the REMIC Pool’s assets meeting the qualified asset tests described above under “Status of REMIC Certificates.”

FEDERAL INCOME TAX CONSEQUENCES
FOR CERTIFICATES AS TO WHICH NO
REMIC ELECTION IS MADE

Standard Certificates

General

In the event that no election is made to treat a trust fund (or a segregated pool of assets therein) with respect to a series of certificates that are not designated as “Stripped Certificates,“ as described below, as a REMIC (Certificates of such a series hereinafter referred to as “Standard Certificates”), in the opinion of Cadwalader, Wickersham & Taft LLP, counsel to the depositor, the trust fund will be classified as a grantor trust under subpart E, Part 1 of subchapter J of the Code and not as an association taxable as a corporation or a “taxable mortgage pool” within the meaning of Code Section 7701(i). Where there is no fixed retained yield with respect to the mortgage loans underlying the Standard Certificates, the holder of each such Standard Certificate (a “Standard Certificateholder”) in such series will be treated as the owner of a pro rata undivided interest in the ordinary income and corpus portions of the trust fund represented by its Standard Certificate and will be considered the beneficial owner of a pro rata undivided interest in each of the mortgage loans, subject to the discussion below under “Recharacterization of Servicing Fees.” Accordingly, the holder of a Standard Certificate of a particular series will be required to report on its federal income tax return its pro rata share of the entire income from the mortgage loans represented by its Standard Certificate, including interest at the coupon rate on such mortgage loans, original issue discount (if any), prepayment fees, assumption fees, and late payment charges received by the master servicer, in accordance with such Standard Certificateholder’s method of accounting. A Standard Certificateholder generally will be able to deduct its share of the servicing fee and all administrative and other expenses of the trust fund in accordance with its method of accounting, provided that such amounts are reasonable compensation for services rendered to that trust fund. However, investors who are individuals, estates or trusts who own Standard Certificates, either directly or indirectly through certain pass-through entities, will be subject to limitation with respect to certain itemized deductions described in Code Section 67, including deductions under Code Section 212 for the servicing fee and all such administrative and other expenses of the trust fund, to the extent that such deductions, in the aggregate, do not exceed two percent of an investor’s adjusted gross income. In addition, Code Section 68 provides that itemized deductions otherwise allowable for a taxable year of an individual taxpayer will be reduced by the lesser of (i) 3% of the excess, if any, of adjusted gross income over a threshold amount or (ii) 80% of the amount of itemized deductions otherwise allowable for such year. Under current law, the applicable limitation has been reduced to zero for taxable years beginning in 2010, but under current law, will be fully reinstated for the taxable year beginning in 2013 and thereafter. As a result, such investors holding Standard Certificates, directly or indirectly through a pass-through entity, may have aggregate taxable income in excess of the aggregate amount of cash received on such Standard Certificates with respect to interest at the pass-through rate on such Standard Certificates. In addition, such expenses are not deductible at all for purposes of computing the alternative minimum tax, and may cause such investors to be subject to significant additional tax liability. Moreover, where there is fixed retained yield with respect to the mortgage loans underlying a series of Standard Certificates or where the servicing fee is in excess of reasonable servicing compensation, the transaction will be subject to the application of the “stripped bond” and

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“stripped coupon” rules of the Code, as described below under “Stripped Certificates” and “Recharacterization of Servicing Fees,” respectively.

Tax Status

Standard Certificates will have the following status for federal income tax purposes:

1.      A Standard Certificate owned by a “domestic building and loan association” within the meaning of Code Section 7701(a)(19) will be considered to represent “loans . . . secured by an interest in real property which is . . . residential real property” within the meaning of Code Section 7701(a)(19)(C)(v), provided that the real property securing the mortgage loans represented by that Standard Certificate is of the type described in such section of the Code.

2.      A Standard Certificate owned by a real estate investment trust will be considered to represent “real estate assets” within the meaning of Code Section 856(c)(5)(B) to the extent that the assets of the related trust fund consist of qualified assets, and interest income on such assets will be considered “interest on obligations secured by mortgages on real property” to such extent within the meaning of Code Section 856(c)(3)(B).

3.      A Standard Certificate owned by a REMIC will be considered to represent an “obligation . . . which is principally secured by an interest in real property” within the meaning of Code Section 860G(a)(3)(A) to the extent that the assets of the related trust fund consist of “qualified mortgages” within the meaning of Code Section 860G(a)(3).

Premium and Discount

Standard Certificateholders are advised to consult with their tax advisors as to the federal income tax treatment of premium and discount arising either upon initial acquisition of Standard Certificates or thereafter.

Premium. The treatment of premium incurred upon the purchase of a Standard Certificate will be determined generally as described above under “Certain Federal Income Tax Consequences for REMIC Certificates—Taxation of Residual Certificates—Treatment of Certain Items of REMIC Income and Expense—Premium.”

Original Issue Discount. The original issue discount rules will be applicable to a Standard Certificateholder’s interest in those mortgage loans as to which the conditions for the application of those sections are met. Rules regarding periodic inclusion of original issue discount income are applicable to mortgages of corporations originated after May 27, 1969, mortgages of noncorporate mortgagors (other than individuals) originated after July 1, 1982, and mortgages of individuals originated after March 2, 1984. Under the OID Regulations, such original issue discount could arise by the charging of points by the originator of the mortgages in an amount greater than a statutory de minimis exception, including a payment of points currently deductible by the borrower under applicable Code provisions or, under certain circumstances, by the presence of “teaser rates” on the mortgage loans.

Original issue discount must generally be reported as ordinary gross income as it accrues under a constant interest method that takes into account the compounding of interest, in advance of the cash attributable to such income. Unless indicated otherwise in the applicable prospectus supplement, no prepayment assumption will be assumed for purposes of such accrual. However, Code Section 1272 provides for a reduction in the amount of original issue discount includible in the income of a holder of an obligation that acquires the obligation after its initial issuance at a price greater than the sum of the original issue price and the previously accrued original issue discount, less prior payments of principal. Accordingly, if such mortgage loans acquired by a Standard Certificateholder are purchased at a price equal to the then unpaid principal amount of such mortgage loans, no original issue discount attributable to the difference between the issue price and the original principal amount of such mortgage loans (i.e., points) will be includible by such holder.

Market Discount. Standard Certificateholders also will be subject to the market discount rules to the extent that the conditions for application of those sections are met. Market discount on the mortgage loans will be determined and will be reported as ordinary income generally in the manner described above under “Certain Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Market Discount,” except that the ratable accrual methods described therein will not apply and it is unclear whether a Prepayment Assumption would

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apply. Rather, the holder will accrue market discount pro rata over the life of the mortgage loans, unless the constant yield method is elected. Unless indicated otherwise in the applicable prospectus supplement, no prepayment assumption will be assumed for purposes of such accrual.

Recharacterization of Servicing Fees

If the servicing fee paid to the master servicer were deemed to exceed reasonable servicing compensation, the amount of such excess would represent neither income nor a deduction to certificateholders. In this regard, there are no authoritative guidelines for federal income tax purposes as to either the maximum amount of servicing compensation that may be considered reasonable in the context of this or similar transactions or whether, in the case of the Standard Certificate, the reasonableness of servicing compensation should be determined on a weighted average or loan-by-loan basis. If a loan-by-loan basis is appropriate, the likelihood that such amount would exceed reasonable servicing compensation as to some of the mortgage loans would be increased.  IRS guidance indicates that a servicing fee in excess of reasonable compensation (“excess servicing”) will cause the mortgage loans to be treated under the “stripped bond” rules. Such guidance provides safe harbors for servicing deemed to be reasonable and requires taxpayers to demonstrate that the value of servicing fees in excess of such amounts is not greater than the value of the services provided.

Accordingly, if the IRS’ approach is upheld, a servicer who receives a servicing fee in excess of such amounts would be viewed as retaining an ownership interest in a portion of the interest payments on the mortgage loans. Under the rules of Code Section 1286, the separation of ownership of the right to receive some or all of the interest payments on an obligation from the right to receive some or all of the principal payments on the obligation would result in treatment of such mortgage loans as “stripped coupons” and “stripped bonds.” Subject to the de minimis rule discussed below under “—Stripped Certificates,” each stripped bond or stripped coupon could be considered for this purpose as a non-interest bearing obligation issued on the date of issue of the Standard Certificates, and the original issue discount rules of the Code would apply to the holder thereof. While Standard Certificateholders would still be treated as owners of beneficial interests in a grantor trust for federal income tax purposes, the corpus of such trust could be viewed as excluding the portion of the mortgage loans the ownership of which is attributed to the master servicer, or as including such portion as a second class of equitable interest. Applicable Treasury regulations treat such an arrangement as a fixed investment trust, since the multiple classes of trust interests should be treated as merely facilitating direct investments in the trust assets and the existence of multiple classes of ownership interests is incidental to that purpose. In general, such a recharacterization should not have any significant effect upon the timing or amount of income reported by a Standard Certificateholder, except that the income reported by a cash method holder may be slightly accelerated. See “Stripped Certificates” below for a further description of the federal income tax treatment of stripped bonds and stripped coupons.

Sale or Exchange of Standard Certificates

Upon sale or exchange of a Standard Certificate, a Standard Certificateholder will recognize gain or loss equal to the difference between the amount realized on the sale (other than amounts allocable to accrued interest) and its aggregate adjusted basis in the mortgage loans and the other assets represented by the Standard Certificate. In general, the aggregate adjusted basis will equal the Standard Certificateholder’s cost for the Standard Certificate, increased by the amount of any income previously reported with respect to the Standard Certificate and decreased by the amount of any losses previously reported with respect to the Standard Certificate and the amount of any distributions received thereon. Except as provided above with respect to market discount on any mortgage loans, and except for certain financial institutions subject to the provisions of Code Section 582(c), any such gain or loss would be capital gain or loss if the Standard Certificate was held as a capital asset. However, gain on the sale of a Standard Certificate will be treated as ordinary income:

● if a Standard Certificate is held as part of a “conversion transaction” as defined in Code Section 1258(c), up to the amount of interest that would have accrued on the Standard Certificateholder’s net investment in the conversion transaction at 120% of the appropriate applicable Federal rate in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition of property that was held as a part of such transaction; or

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● in the case of a non-corporate taxpayer, to the extent such taxpayer has made an election under Code Section 163(d)(4) to have net capital gains taxed as investment income at ordinary income rates.

Long-term capital gains of certain noncorporate taxpayers generally are subject to a lower maximum tax rate than ordinary income or short-term gains of such taxpayers for property held for more than one year. The maximum tax rate for corporations is the same with respect to both ordinary income and capital gains.

Stripped Certificates

General

Pursuant to Code Section 1286, the separation of ownership of the right to receive some or all of the principal payments on an obligation from ownership of the right to receive some or all of the interest payments results in the creation of “stripped bonds” with respect to principal payments and “stripped coupons” with respect to interest payments. For purposes of this discussion, certificates that are subject to those rules will be referred to as “Stripped Certificates.” Stripped Certificates include interest-only certificates entitled to distributions of interest, with disproportionately small, nominal or no distributions of principal and principal-only certificates entitled to distributions of principal, with disproportionately small, nominal or no distributions of interest as to which no REMIC election is made.

The certificates will be subject to those rules if:

● the depositor or any of its affiliates retains (for its own account or for purposes of resale), in the form of fixed retained yield or otherwise, an ownership interest in a portion of the payments on the mortgage loans;

● the master servicer is treated as having an ownership interest in the mortgage loans to the extent it is paid (or retains) servicing compensation in an amount greater than reasonable consideration for servicing the mortgage loans (see “Standard Certificates—Recharacterization of Servicing Fees” above); and

● certificates are issued in two or more classes or subclasses representing the right to non-pro-rata percentages of the interest and principal payments on the mortgage loans.

In general, a holder of a Stripped Certificate will be considered to own “stripped bonds” with respect to its pro rata share of all or a portion of the principal payments on each mortgage loan and/or “stripped coupons” with respect to its pro rata share of all or a portion of the interest payments on each mortgage loan, including the Stripped Certificate’s allocable share of the servicing fees paid to the master servicer, to the extent that such fees represent reasonable compensation for services rendered. See discussion above under “Standard Certificates—Recharacterization of Servicing Fees.” Although not free from doubt, for purposes of reporting to Stripped Certificateholders, the servicing fees will be allocated to the Stripped Certificates in proportion to the respective entitlements to distributions of each class (or subclass) of Stripped Certificates for the related period or periods. The holder of a Stripped Certificate generally will be entitled to a deduction each year in respect of the servicing fees, as described above under “Standard Certificates—General,” subject to the limitation described therein. Code Section 1286 treats a stripped bond or a stripped coupon as an obligation issued at an original issue discount on the date that such stripped interest is purchased. Although the treatment of Stripped Certificates for federal income tax purposes is not clear in certain respects at this time, particularly where such Stripped Certificates are issued with respect to a mortgage pool containing variable-rate mortgage loans:

● the trust fund will be treated as a grantor trust under subpart E, Part 1 of subchapter J of the Code and not as an association taxable as a corporation or a “taxable mortgage pool” within the meaning of Code Section 7701(i); and

● unless otherwise specified in the related prospectus supplement, each Stripped Certificate should be treated as a single installment obligation for purposes of calculating original issue discount and gain or loss on disposition.

This treatment is based on the interrelationship of Code Section 1286, Code Sections 1272 through 1275, and the OID Regulations. While under Code Section 1286 computations with respect to Stripped Certificates arguably

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should be made in one of the ways described below under “Taxation of Stripped Certificates—Possible Alternative Characterizations,” the OID Regulations state, in general, that two or more debt instruments issued by a single issuer to a single investor in a single transaction should be treated as a single debt instrument for original issue discount purposes. The applicable Pooling Agreement requires that the trustee make and report all computations described below using this aggregate approach, unless substantial legal authority requires otherwise.

Furthermore, Treasury regulations issued December 28, 1992 provide for the treatment of a Stripped Certificate as a single debt instrument issued on the date it is purchased for purposes of calculating any original issue discount. In addition, under these regulations, a Stripped Certificate that represents a right to payments of both interest and principal may be viewed either as issued with original issue discount or market discount (as described below), at a de minimis original issue discount, or, presumably, at a premium. This treatment suggests that the interest component of such a Stripped Certificate would be treated as qualified stated interest under the OID Regulations, other than in the case of an interest-only Stripped Certificate or a Stripped Certificate on which the interest is substantially disproportionate to the principal amount.  Further, these final regulations provide that the purchaser of such a Stripped Certificate will be required to account for any discount as market discount rather than original issue discount if either:

● the initial discount with respect to the Stripped Certificate was treated as zero under the de minimis rule; or

● no more than 100 basis points in excess of reasonable servicing is stripped off the related mortgage loans.

Any such market discount would be reportable as described under “Certain Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Market Discount,” without regard to the de minimis rule therein, assuming that a prepayment assumption is employed in such computation.

Status of Stripped Certificates

No specific legal authority exists as to whether the character of the Stripped Certificates, for federal income tax purposes, will be the same as that of the mortgage loans. Although the issue is not free from doubt, Stripped Certificates owned by applicable holders should be considered to represent “real estate assets” within the meaning of Code Section 856(c)(5)(B), “obligation[s] principally secured by an interest in real property” within the meaning of Code Section 860G(a)(3)(A), and “loans . . . secured by an interest in real property which is . . . residential real property” within the meaning of Code Section 7701(a)(19)(C)(v), and interest (including original issue discount) income attributable to Stripped Certificates should be considered to represent “interest on obligations secured by mortgages on real property” within the meaning of Code Section 856(c)(3)(B), provided that in each case the mortgage loans and interest on such mortgage loans qualify for such treatment.

Taxation of Stripped Certificates

Original Issue Discount. Except as described above under “General,” each Stripped Certificate may be considered to have been issued at an original issue discount for federal income tax purposes. Original issue discount with respect to a Stripped Certificate must be included in ordinary income as it accrues, in accordance with a constant interest method that takes into account the compounding of interest, which may be prior to the receipt of the cash attributable to such income. Based in part on the OID Regulations and the amendments to the original issue discount sections of the Code made by the 1986 Act, the amount of original issue discount required to be included in the income of a holder of a Stripped Certificate (referred to in this discussion as a “Stripped Certificateholder”) in any taxable year likely will be computed generally as described above under “Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Original Issue Discount” and “—Variable Rate Regular Certificates.” However, with the apparent exception of a Stripped Certificate qualifying as a market discount obligation, as described above under “General,” the issue price of a Stripped Certificate will be the purchase price paid by each holder thereof, and the stated redemption price at maturity will include the aggregate amount of the payments, other than qualified stated interest to be made on the Stripped Certificate to such Stripped Certificateholder, presumably under the Prepayment Assumption.

If the mortgage loans prepay at a rate either faster or slower than that under the Prepayment Assumption, a Stripped Certificateholder’s recognition of original issue discount will be either accelerated or decelerated and the amount of such original issue discount will be either increased or decreased depending on the relative interests in

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principal and interest on each mortgage loan represented by such Stripped Certificateholder’s Stripped Certificate. It is unclear under what circumstances, if any, the prepayment of mortgage loans or MBS will give rise to a loss to the holder of a Stripped Certificate. If the certificate is treated as a single instrument rather than an interest in discrete mortgage loans and the effect of prepayments is taken into account in computing yield with respect to the grantor trust certificate, it appears that no loss will be available as a result of any particular prepayment unless prepayments occur at a rate sufficiently faster than the assumed prepayment rate so that the certificateholder will not recover its investment. However, if the certificate is treated as an interest in discrete mortgage loans or MBS, or if no prepayment assumption is used, then when a mortgage loan or MBS is prepaid, the holder of the certificate should be able to recognize a loss equal to the portion of the adjusted issue price of the certificate that is allocable to the mortgage loan or MBS. Holders of Stripped Certificates are urged to consult with their own tax advisors regarding the proper treatment of these certificates for federal income tax purposes.

As an alternative to the method described above, the fact that some or all of the interest payments with respect to the Stripped Certificates will not be made if the mortgage loans are prepaid could lead to the interpretation that such interest payments are “contingent” within the meaning of the OID Regulations. The OID Regulations, as they relate to the treatment of contingent interest, are by their terms not applicable to prepayable securities such as the Stripped Certificates. However, if final regulations dealing with contingent interest with respect to the Stripped Certificates apply the same principles as the OID Regulations, such regulations may lead to different timing of income inclusion that would be the case under the OID Regulations. Furthermore, application of such principles could lead to the characterization of gain on the sale of contingent interest Stripped Certificates as ordinary income. Investors should consult their tax advisors regarding the appropriate tax treatment of Stripped Certificates.

In light of the application of Code Section 1286, a beneficial owner of a Stripped Certificate generally will be required to compute accruals of original issue discount based on its yield, possibly taking into account its own Prepayment Assumption. The information necessary to perform the related calculations for information reporting purposes, however, generally will not be available to the trustee. Accordingly, any information reporting provided by the trustee with respect to these Stripped Certificates, which information will be based on pricing information as of the closing date, will largely fail to reflect the accurate accruals of original issue discount for these certificates. Prospective investors therefore should be aware that the timing of accruals of original issue discount applicable to a Stripped Certificate generally will be different than that reported to holders and the IRS.  Prospective investors should consult your own tax advisors regarding their obligation to compute and include in income the correct amount of original issue discount accruals and any possible tax consequences for failure to do so.

Sale or Exchange of Stripped Certificates. Sale or exchange of a Stripped Certificate prior to its maturity will result in gain or loss equal to the difference, if any, between the amount received and the Stripped Certificateholder’s adjusted basis in such Stripped Certificate, as described above under “Certain Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Sale or Exchange of Regular Certificates.” It is not clear for this purpose whether the assumed prepayment rate that is to be used in the case of a Stripped Certificate-holder other than an original Stripped Certificateholder should be the Prepayment Assumption or a new rate based on the circumstances at the date of subsequent purchase.

Purchase of More Than One Class of Stripped Certificates. Where an investor purchases more than one class of Stripped Certificates, it is currently unclear whether for federal income tax purposes such classes of Stripped Certificates should be treated separately or aggregated for purposes of the rules described above.

Possible Alternative Characterizations. The characterizations of the Stripped Certificates discussed above are not the only possible interpretations of the applicable Code provisions. For example, the Stripped Certificateholder may be treated as the owner of:

● one installment obligation consisting of such Stripped Certificate’s pro rata share of the payments attributable to principal on each mortgage loan and a second installment obligation consisting of such Stripped Certificate’s pro rata share of the payments attributable to interest on each mortgage loan;

● as many stripped bonds or stripped coupons as there are scheduled payments of principal and/or interest on each mortgage loan; or

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● a separate installment obligation for each mortgage loan, representing the Stripped Certificate’s pro rata share of payments of principal and/or interest to be made with respect thereto. Alternatively, the holder of one or more classes of Stripped Certificates may be treated as the owner of a pro rata fractional undivided interest in each mortgage loan to the extent that such Stripped Certificate, or classes of Stripped Certificates in the aggregate, represent the same pro rata portion of principal and interest on each such mortgage loan, and a stripped bond or stripped coupon (as the case may be), treated as an installment obligation or contingent payment obligation, as to the remainder. Final regulations issued on December 28, 1992 regarding original issue discount on stripped obligations make the foregoing interpretations less likely to be applicable. The preamble to those regulations states that they are premised on the assumption that an aggregation approach is appropriate for determining whether original issue discount on a stripped bond or stripped coupon is de minimis, and solicits comments on appropriate rules for aggregating stripped bonds and stripped coupons under Code Section 1286.

Because of these possible varying characterizations of Stripped Certificates and the resultant differing treatment of income recognition, Stripped Certificateholders are urged to consult their own tax advisors regarding the proper treatment of Stripped Certificates for federal income tax purposes.

Reporting Requirements and Backup Withholding

The trustee will furnish, within a reasonable time after the end of each calendar year, to each Standard Certificateholder or Stripped Certificateholder at any time during such year, such information (prepared on the basis described above) as the trustee deems to be necessary or desirable to enable such certificateholders to prepare their federal income tax returns. Such information will include the amount of original issue discount accrued on certificates held by persons other than certificateholders exempted from the reporting requirements. The amounts required to be reported by the trustee may not be equal to the proper amount of original issue discount required to be reported as taxable income by a certificateholder, other than an original certificateholder that purchased at the issue price. In particular, in the case of Stripped Certificates, unless provided otherwise in the applicable prospectus supplement, such reporting will be based upon a representative initial offering price of each class of Stripped Certificates. The trustee will also file such original issue discount information with the IRS. If a certificateholder fails to supply an accurate taxpayer identification number or if the Secretary of the Treasury determines that a certificateholder has not reported all interest and dividend income required to be shown on his federal income tax return, 28% (which rate is scheduled to increase to 31% after 2012) backup withholding may be required in respect of any reportable payments, as described above under “Certain Federal Income Tax Consequences for REMIC Certificates—Backup Withholding.”

Final Treasury Regulations establish a reporting framework for interests in “widely held fixed investment trusts” and place the responsibility of reporting on the person in the ownership chain who holds an interest for a beneficial owner. A widely-held fixed investment trust is defined as an arrangement classified as an “investment trust” under Treasury Regulations Section 301.7701-4(c), in which any interest is held by a middleman, which includes, but is not limited to (i) a custodian of a person’s account, (ii) a nominee and (iii) a broker holding an interest for a customer in street name.

Under these regulations, in connection with a grantor trust, the trustee will be required to file Form 1099 (or any successor form) with the IRS with respect to holders of the certificates who are not “exempt recipients” (a term that includes corporations, trusts, securities dealers, middlemen and certain other non-individuals) and do not hold such certificates through a middleman, to report, in accordance with the provisions of the pooling and servicing agreement, the grantor trust’s gross income and, in certain circumstances, unless the trustee reports under the safe harbor as described in the last sentence of this paragraph, if any trust assets were disposed of or certificates are sold in secondary-market sales, the portion of the gross proceeds relating to the trust assets that are attributable to such holder. The same requirements would be imposed on middlemen holding certificates on behalf of holders. Under certain circumstances, the trustee may report under the safe harbor for widely held mortgage trusts, as such term is defined under Treasury Regulations Section 1.671-5.

These regulations also require that the trustee make available information regarding interest income and information necessary to compute any original issue discount to (i) exempt recipients (including middlemen) and non-calendar year taxpayers, upon request, in accordance with the requirements of the regulations and (ii) holders

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who do not hold their certificates through a middleman. The information must be provided to parties specified in clause (i) on or before the later of the 30th day after the close of the calendar year to which the request relates and 14 days after the receipt of the request. Notwithstanding the preceding sentence, if the trust fund holds an interest in one or more “widely-held fixed investment trusts” or one or more REMIC regular interests, or both, the information must be provided to parties specified in clause (i) on or before the later of the 44th day after the close of the calendar year to which the request relates and 28 days after the receipt of the request. The information must be provided to parties specified in clause (ii) on or before March 15th of the calendar year for which the statement is being furnished.

Taxation of Certain Foreign Investors

To the extent that a corticated evidences ownership in mortgage loans that are issued on or before July 18, 1984, interest or original issue discount paid by the person required to withhold tax under Code Section 1441 or 1442 to nonresident aliens, foreign corporations, or other Non-U.S. Persons generally will be subject to 30% United States withholding tax, or such lower rate as may be provided for interest by an applicable tax treaty. Accrued original issue discount recognized by the Standard Certificateholder or Stripped Certificateholder on the sale or exchange of such a certificate also will be subject to federal income tax at the same rate.

Treasury regulations provide that interest or original issue discount paid by the trustee or other withholding agent to a Non-U.S. Person evidencing ownership interest in mortgage loans issued after July 18, 1984 will be “portfolio interest” and will be treated in the manner, and such persons will be subject to the same certification requirements, described above under “Certain Federal Income Tax Consequences for REMIC Certificates—Taxation of Certain Foreign Investors—Regular Certificates.”

STATE, LOCAL AND OTHER TAX CONSEQUENCES

In addition to the federal income tax consequences described in “Certain Federal Income Tax Consequences,” potential investors should consider the state and local tax consequences of the acquisition, ownership, and disposition of the offered certificates. State and local tax law may differ substantially from the corresponding federal law, and the discussion above does not purport to describe any aspect of the tax laws of any state or other jurisdiction. Therefore, prospective investors should consult their tax advisors with respect to the various tax consequences of investments in the offered certificates.

CERTAIN ERISA CONSIDERATIONS

General

Sections 404 and 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), impose certain fiduciary requirements and prohibited transaction restrictions on employee pension and welfare benefit plans subject to ERISA (“ERISA Plans”) and on certain other arrangements, including bank collective investment funds and insurance company general and separate accounts in which such ERISA Plans are invested. Section 4975 of the Code imposes essentially the same prohibited transaction restrictions on tax-qualified retirement plans described in Section 401(a) of the Code and on Individual Retirement Accounts described in Section 408 of the Code (collectively, “Tax Favored Plans”).

Certain employee benefit plans, such as governmental plans (as defined in ERISA Section 3(32)), and, if no election has been made under Section 410(d) of the Code, church plans (as defined in Section 3(33) of ERISA) (collectively with ERISA Plans and Tax Favored Plans, “Plans”) are not subject to ERISA requirements. Accordingly, assets of such plans may be invested in offered certificates without regard to the ERISA considerations described below, subject to the provisions of other applicable federal and state law (“Similar Law”). Any such plan which is qualified and exempt from taxation under Sections 401(a) and 501(a) of the Code is subject to the prohibited transaction rules set forth in Section 503 of the Code.

ERISA generally imposes on fiduciaries of ERISA Plans certain general fiduciary requirements, including those of investment prudence and diversification and the requirement that an ERISA Plan’s investments be made in

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accordance with the documents governing the ERISA Plan. In addition, Section 406 of ERISA and Section 4975 of the Code prohibit a broad range of transactions involving assets of an ERISA Plan or a Tax Favored Plan and persons (“Parties in Interest” within the meaning of ERISA and “disqualified persons” within the meaning of the Code; collectively, “Parties in Interest”) who have certain specified relationships to the ERISA Plan or Tax Favored Plan, unless a statutory, regulatory or administrative exemption is available with respect to any such transaction. Pursuant to Section 4975 of the Code, certain Parties in Interest to a prohibited transaction may be subject to a nondeductible 15% per annum excise tax on the amount involved in such transaction, which excise tax increases to 100% if the Party in Interest involved in the transaction does not correct such transaction during the taxable period. In addition, such Party in Interest may be subject to a penalty imposed pursuant to Section 502(i) of ERISA. The United States Department of Labor (“DOL”) and participants, beneficiaries and fiduciaries of ERISA Plans may generally enforce violations of ERISA, including the prohibited transaction provisions. If the prohibited transaction amounts to a breach of fiduciary responsibility under ERISA, a 20% civil penalty may be imposed on the fiduciary or other person participating in the breach.

Plan Asset Regulations

Certain transactions involving the trust fund, including a Plan’s investment in offered certificates, might be deemed to constitute prohibited transactions under ERISA, the Code or Similar Law if the underlying Mortgage Assets and other assets included in a related trust fund are deemed to be assets of such Plan. Section 2510.3-101 of the DOL regulations (the “Plan Asset Regulations”) defines the term “Plan Assets” for purposes of applying the general fiduciary responsibility provisions of ERISA and the prohibited transaction provisions of ERISA and the Code. Under the Plan Asset Regulations, generally, when an ERISA Plan or a Tax Favored Plan acquires an equity interest in an entity, the ERISA Plan’s or Tax Favored Plan’s assets include both such equity interest and an undivided interest in each of the underlying assets of the entity, unless certain exceptions not applicable here apply, or unless the equity participation in the entity by “benefit plan investors” (i.e., ERISA Plans and Tax Favored Plans and entities which are deemed to hold plan assets by virtue of an ERISA Plan’s or a Tax Favored Plan’s investment in such entities) is not “significant,” both as defined therein. For this purpose, in general, equity participation by benefit plan investors will be “significant” on any date if 25% or more of the value of any class of equity interests in the entity is held by benefit plan investors. Equity participation in a trust fund will be significant on any date if immediately after the most recent acquisition of any certificate, 25% or more of any class of certificates is held by benefit plan investors.

The prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code may apply to a trust fund and cause the depositor, the master servicer, any special servicer, any sub-servicer, any manager, the trustee, the obligor under any credit enhancement mechanism or certain affiliates thereof to be considered or become Parties in Interest with respect to an investing Plan (or of a Plan holding an interest in an investing entity). If so, the acquisition or holding of certificates by or on behalf of the investing Plan could also give rise to a prohibited transaction under ERISA, the Code or Similar Law, unless some statutory, regulatory or administrative exemption is available. Certificates acquired by a Plan may be assets of that Plan. Under the Plan Asset Regulations, the trust fund, including the mortgage assets and the other assets held in the trust fund, may also be deemed to be Plan Assets of each Plan that acquires certificates. Special caution should be exercised before Plan Assets are used to acquire a certificate in such circumstances, especially if, with respect to such assets, the depositor, the master servicer, any special servicer, any sub-servicer, any manager, the trustee, the obligor under any credit enhancement mechanism or an affiliate thereof either:

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

● has authority or responsibility to give (or regularly gives) investment advice with respect to Plan Assets for a fee pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to such Plan Assets.

Any person who has discretionary authority or control respecting the management or disposition of Plan Assets, and any person who provides investment advice with respect to such assets for a fee, is a fiduciary of the investing Plan. If the mortgage assets and other assets included in a trust fund constitute Plan Assets, then any party exercising management or discretionary control regarding those assets, such as the master servicer, any special servicer, any sub-servicer, the trustee, the obligor under any credit enhancement mechanism, or certain affiliates thereof may be

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deemed to be a Plan “fiduciary” and thus subject to the fiduciary responsibility provisions and prohibited transaction provisions of ERISA and the Code with respect to the investing Plan. In addition, if the mortgage assets and other assets included in a trust fund constitute Plan Assets, the purchase of certificates by a Plan, as well as the operation of the trust fund, may constitute or involve a prohibited transaction under ERISA or the Code or a violation of Similar Law.

The Plan Asset Regulations provide that where a Plan acquires a “guaranteed governmental mortgage pool certificate,” the Plan’s assets include such certificate but do not solely by reason of the Plan’s holdings of such certificate include any of the mortgages underlying such certificate. The Plan Asset Regulations include in the definition of a “guaranteed governmental mortgage pool certificate” FHLMC Certificates, GNMA Certificates, FNMA Certificates and FAMC Certificates. Accordingly, even if such MBS included in a trust fund were deemed to be assets of Plan investors, the mortgages underlying such MBS would not be treated as assets of such Plans. Private label mortgage participations, mortgage pass-through certificates or other mortgage-backed securities are not “guaranteed governmental mortgage pool certificates” within the meaning of the Plan Asset Regulations. Potential Plan investors should consult their counsel and review the ERISA discussion in the related prospectus supplement before purchasing any such certificates.

Prohibited Transaction Exemptions

The DOL granted an individual exemption, DOL Final Authorization Number 97-03E, as amended by Prohibited Transaction Exemption 2007-5 (the “Exemption”), to Deutsche Bank Securities, Inc. (“DBSI”) which generally exempts from the application of the prohibited transaction provisions of Section 406 of ERISA, and the excise taxes imposed on such prohibited transactions pursuant to Section 4975(a) and (b) of the Code, certain transactions, among others, relating to the servicing and operation of mortgage pools and the initial purchase, holding and subsequent resale of mortgage pass-through certificates underwritten by an Underwriter (as hereinafter defined), provided that certain conditions set forth in the Exemption are satisfied. For purposes of this Section “Certain ERISA Considerations,” the term “Underwriter” shall include (a) DBNY and DBSI, (b) any person directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with DBNY and DBSI and (c) any member of the underwriting syndicate or selling group of which a person described in (a) or (b) is a manager or co-manager with respect to a class of certificates.

The Exemption sets forth five general conditions which must be satisfied for the Exemption to apply. The conditions are as follows:

first, the acquisition of certificates by a Plan or with Plan Assets must be on terms that are at least as favorable to the Plan as they would be in an arm’s-length transaction with an unrelated party;

second, the certificates at the time of acquisition by a Plan or with Plan Assets must be rated in one of the four highest generic rating categories by Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, Moody’s Investors Service, Inc., Fitch, Inc., DBRS Limited or DBRS, Inc. (collectively, the “Exemption Rating Agencies”);

third, the trustee cannot be an affiliate of any member of the Restricted Group, other than an Underwriter; the “Restricted Group” consists of any Underwriter, the depositor, the trustee, the master servicer, any sub-servicer, any party that is considered a “sponsor” within the meaning of the Exemption and any obligor with respect to assets included in the trust fund constituting more than 5% of the aggregate unamortized principal balance of the assets in the trust fund as of the date of initial issuance of the certificates;

fourth, the sum of all payments made to and retained by the Underwriter(s) must represent not more than reasonable compensation for underwriting the certificates; the sum of all payments made to and retained by the depositor pursuant to the assignment of the assets to the related trust fund must represent not more than the fair market value of such obligations; and the sum of all payments made to and retained by the master servicer and any sub-servicer must represent not more than reasonable compensation for such person’s services under the related Pooling Agreement and reimbursement of such person’s reasonable expenses in connection therewith; and

fifth, the Exemption states that the investing Plan or Plan Asset investor must be an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Commission under the Securities Act of 1933, as amended.

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The Exemption also requires that the trust fund meet the following requirements:

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

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

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

A fiduciary of a Plan or any person investing Plan Assets intending to purchase a certificate must make its own determination that the conditions set forth above will be satisfied with respect to such certificate.

If the general conditions of the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA, and the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code, in connection with the direct or indirect sale, exchange, transfer, holding or the direct or indirect acquisition or disposition in the secondary market of certificates by a Plan or with Plan Assets. However, no exemption is provided from the restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of a certificate on behalf of an “Excluded Plan” by any person who has discretionary authority or renders investment advice with respect to the assets of such Excluded Plan. For purposes of the certificates, an Excluded Plan is a Plan sponsored by any member of the Restricted Group.

If certain specific conditions of the Exemption are also satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(b)(1) and (b)(2) of ERISA, and the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Section 4975(c)(1)(E) of the Code, in connection with:

● the direct or indirect sale, exchange or transfer of certificates in the initial issuance of certificates between the depositor or an Underwriter and a Plan when the person who has discretionary authority or renders investment advice with respect to the investment of Plan Assets in the certificates is (a) a mortgagor with respect to 5% or less of the fair market value of the trust fund or (b) an affiliate of such a person;

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

● the holding of certificates by a Plan or with Plan Assets.

Further, if certain specific conditions of the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a), 406(b) and 407 of ERISA, and the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Section 4975(c) of the Code for transactions in connection with the servicing, management and operation of the trust fund. The depositor expects that the specific conditions of the Exemption required for this purpose will be satisfied with respect to the Certificates so that the Exemption would provide an exemption from the restrictions imposed by Sections 406(a) and (b) of ERISA (as well as the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Section 4975(c) of the Code) for transactions in connection with the servicing, management and operation of the trust fund, provided that the general conditions of the Exemption are satisfied.

The Exemption also may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA, and the excise taxes imposed by Section 4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code if such restrictions are deemed to otherwise apply merely because a person is deemed to be a Party in Interest with respect to an investing Plan by virtue of providing services to the Plan (or by virtue of having certain specified relationships to such a person) solely as a result of the Plan’s ownership of certificates.

Because the exemptive relief afforded by the Exemption (or any similar exemption that might be available) will not apply to the purchase, sale or holding of certain certificates, such as Residual Certificates or any certificates (“ERISA Restricted Certificates”) which are not rated in one of the four highest generic rating categories by at least

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one of the Exemption Rating Agencies, transfers of such certificates to a Plan, to a trustee or other person acting on behalf of any Plan, or to any other person investing Plan Assets to effect such acquisition will not be registered by the trustee unless the transferee provides the depositor, the trustee and the master servicer with an opinion of counsel satisfactory to the depositor, the trustee and the master servicer, which opinion will not be at the expense of the depositor, the trustee or the master servicer, that the purchase of such certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in any nonexempt prohibited transaction under ERISA or Section 4975 of the Code or Similar Law and will not subject the depositor, the trustee or the master servicer to any obligation in addition to those undertaken in the Agreement.

In lieu of such opinion of counsel with respect to ERISA Restricted Certificates, the transferee may provide a certification substantially to the effect that the purchase of ERISA Restricted Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in any nonexempt prohibited transaction under ERISA or Section 4975 of the Code, will not subject the depositor, the trustee or the master servicer to any obligation in addition to those undertaken in the Pooling Agreement and the following conditions are satisfied:

● the transferee is an insurance company and the source of funds used to purchase such ERISA Restricted Certificates is an “insurance company general account” (as such term is defined in PTCE 95-60); and

● the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied; and

● there is no Plan with respect to which the amount of such general account’s reserves and for contracts held by or on behalf of such Plan and all other Plans maintained by the same employer (or any “affiliate” thereof, as defined in PTCE 95-60) or by the same employee organization exceed 10% of the total of all reserves and liabilities of such general account (as determined under PTCE 95-60) as of the date of the acquisition of such ERISA Restricted Certificates.

The purchaser or any transferee of any interest in an ERISA Restricted Certificate or Residual Certificate that is not a definitive certificate, by the act of purchasing such certificate, shall be deemed to represent that it is not a Plan or directly or indirectly purchasing such certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan. The ERISA Restricted Certificates and Residual Certificates will contain a legend describing such restrictions on transfer and the Pooling Agreement will provide that any attempted or purported transfer in violation of these transfer restrictions will be null and void.

There can be no assurance that any DOL exemption will apply with respect to any particular Plan that acquires the certificates or, even if all the conditions specified therein were satisfied, that any such exemption would apply to all transactions involving the trust fund. Prospective Plan investors should consult with their legal counsel concerning the impact of ERISA, the Code and Similar Law and the potential consequences to their specific circumstances prior to making an investment in the certificates. Neither the depositor, the trustee, the master servicer nor any of their respective affiliates will make any representation to the effect that the certificates satisfy all legal requirements with respect to the investment therein by Plans generally or any particular Plan or to the effect that the certificates are an appropriate investment for Plans generally or any particular Plan.

Before purchasing a certificate (other than an ERISA Restricted Certificate or Residual Certificate), a fiduciary of a Plan should itself confirm that (a) all the specific and general conditions set forth in the Exemption would be satisfied and (b) the certificate constitutes a “certificate” for purposes of the Exemption. In addition, a Plan fiduciary should consider its general fiduciary obligations under ERISA in determining whether to purchase a certificate on behalf of a Plan. Finally, a Plan fiduciary should consider the fact that the DOL, in granting the Exemption, may not have had under its consideration interests in pools of the exact nature of some of the certificates described herein.

Tax Exempt Investors

A Plan that is exempt from federal income taxation pursuant to Section 501 of the Code (a “Tax Exempt Investor”) nonetheless will be subject to federal income taxation to the extent that its income is “unrelated business taxable income” (“UBTI”) within the meaning of Section 512 of the Code. All “excess inclusions” of a REMIC allocated to a Residual Certificate held by a Tax-Exempt Investor will be considered UBTI and thus will be subject to federal income tax. See “Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxation of Residual Certificates—Limitations on Offset or Exemption of REMIC Income.”

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LEGAL INVESTMENT

If so specified in the related prospectus supplement, certain classes of certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended (“SMMEA”). Generally, the only classes of certificates that qualify as “mortgage related securities” will be those that:

● are rated in one of two highest rating categories by at least one nationally recognized statistical rating organization; and

● are part of a series evidencing interests in a trust fund consisting of loans originated by certain types of originators specified in SMMEA and secured by first liens on real estate.

The appropriate characterization of those certificates not qualifying as “mortgage related securities” for purposes of SMMEA (“Non-SMMEA Certificates”) under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase such certificates, may be subject to significant interpretive uncertainties. Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the Non-SMMEA Certificates constitute legal investments for them.

Those classes of certificates qualifying as “mortgage related securities,” will constitute legal investments for persons, trusts, corporations, partnerships, associations, business trusts and business entities, including depository institutions, insurance companies, trustees, and pension funds, created pursuant to or existing under the laws of the United States or of any state, including the District of Columbia and Puerto Rico, whose authorized investments are subject to state regulation to the same extent that, under applicable law, obligations issued by or guaranteed as to principal and interest by the United States or any of its agencies or instrumentalities constitute legal investments for those entities.

Under SMMEA, a number of states enacted legislation, on or prior to the October 3, 1991 cutoff for those enactments, limiting to varying extents the ability of certain entities (in particular, insurance companies) to invest in “mortgage related securities” secured by liens on residential, or mixed residential and commercial properties, in most cases by requiring the affected investors to rely solely upon existing state law, and not SMMEA. Pursuant to Section 347 of the Riegle Community Development and Regulatory Improvement Act of 1994, which amended the definition of “mortgage related security” to include, in relevant part, certificates satisfying the rating and qualified originator requirements for “mortgage related securities, “ but evidencing interests in a trust fund consisting, in whole or in part, of first liens on one or more parcels of real estate upon which are located one or more commercial structures, states were authorized to enact legislation, on or before September 23, 2001, specifically referring to Section 347 and prohibiting or restricting the purchase, holding or investment by state-regulated entities in such types of certificates. Accordingly, the investors affected by any state legislation overriding the preemptive effect of SMMEA will be authorized to invest in certificates qualifying as “mortgage related securities” only to the extent provided in such legislation.

SMMEA also amended the legal investment authority of federally-chartered depository institutions as follows: federal savings and loan associations and federal savings banks may invest in, sell, or otherwise deal in “mortgage related securities” without limitation as to the percentage of their assets represented thereby, federal credit unions may invest in those securities, and national banks may purchase those securities for their own account without regard to the limitations generally applicable to investment securities set forth in 12 U.S.C. Section 24 (Seventh), subject in each case to those regulations as the applicable federal regulatory authority may prescribe. In this connection, a rule of the Office of the Comptroller of the Currency (the “OCC”), codified at 12 C.F.R. Section 1.3(e)(1), authorizes national banks to purchase and sell for their own account, without limitation as to a percentage of the bank’s capital and surplus (but subject to compliance with certain general standards in 12 C.F.R. Section 1.5 concerning “safety and soundness” and retention of credit information), certain “Type IV securities,” which are defined in 12 C.F.R. Section 1.2(m) to include certain “residential mortgage-related securities” and “commercial mortgage-related securities.” As so defined, “residential mortgage-related security” and “commercial mortgage-related security” mean, in relevant part, “mortgage related security” within the meaning of SMMEA, provided that, in the case of a “commercial mortgage-related security,” it “represents ownership of a promissory

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note or certificate of interest or participation that is directly secured by a first lien on one or more parcels of real estate upon which one or more commercial structures are located and that is fully secured by interests in a pool of loans to numerous obligors.” In the absence of any rule or administrative interpretation by the OCC defining the term “numerous obligors,” no representation is made as to whether any class of offered certificates will qualify as “commercial mortgage-related securities, “ and thus as “Type IV securities,” for investment by national banks. The National Credit Union Administration (the “NCUA”) has adopted rules, codified at 12 C.F.R. Part 703, which permit federal credit unions to invest in “mortgage related securities,” other than stripped mortgage related securities, (unless the credit union complies with the requirements of 12 C.F.R. Section 703.16(e) for investing in those securities), residual interests in mortgage related securities, and commercial mortgage related securities, subject to compliance with general rules governing investment policies and practices; however, credit unions approved for the NCUA’s “investment pilot program” under 12 C.F.R. Section 703.19 may be able to invest in those prohibited forms of securities, while “RegFlex credit unions” may invest in commercial mortgage related securities under certain conditions pursuant to 12 C.F.R. Section 742.4(a)(9). The Office of Thrift Supervision (the “OTS”) has issued Thrift Bulletin 13a (December 1, 1998), “Management of Interest Rate Risk, Investment Securities, and Derivatives Activities,” and Thrift Bulletin 73a (December 18, 2001), “Investing in Complex Securities,” which thrift institutions subject to the jurisdiction of the OTS should consider before investing in any of the certificates.

All depository institutions considering an investment in the certificates should review the “Supervisory Policy Statement on Investment Securities and End-User Derivatives Activities” (the “1998 Policy Statement”) of the Federal Financial Institutions Examination Council, which has been adopted by the Board of Governors of the Federal Reserve System, the OCC, the Federal Deposit Insurance Corporation, the OTS and the NCUA. The 1998 Policy Statement sets forth general guidelines which depository institutions must follow in managing risks (including market, credit, liquidity, operational (transaction), and legal risks) applicable to all securities (including mortgage pass-through securities and mortgage-derivative products) used for investment purposes.

Investors whose investment activities are subject to regulation by federal or state authorities should review rules, policies, and guidelines adopted from time to time by those authorities before purchasing any certificates, as certain series or classes may be deemed unsuitable investments, or may otherwise be restricted, under those rules, policies, or guidelines (in certain instances irrespective of SMMEA).

The foregoing does not take into consideration the applicability of statutes, rules, regulations, orders, guidelines or agreements generally governing investments made by a particular investor, including, but not limited to, “prudent investor” provisions, percentage-of-assets limits, provisions which may restrict or prohibit investment in securities which are not “interest-bearing” or “income-paying,” and, with regard to any certificates issued in book-entry form, provisions which may restrict or prohibit investments in securities which are issued in book-entry form.

Except as to the status of certain classes of offered certificates as “mortgage related securities,” no representations are made as to the proper characterization of the certificates for legal investment purposes, financial institution regulatory purposes, or other purposes, or as to the ability of particular investors to purchase certificates under applicable legal investment restrictions. The uncertainties described above (and any unfavorable future determinations concerning legal investment or financial institution regulatory characteristics of the certificates) may adversely affect the liquidity of the certificates.

Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the certificates constitute legal investments or are subject to investment, capital, or other restrictions and, if applicable, whether SMMEA has been overridden in any jurisdiction relevant to that investor.

USE OF PROCEEDS

The net proceeds to be received from the sale of the certificates of any series will be applied by the depositor to the purchase of the assets of the trust fund or will be used by the depositor to cover expenses related thereto. The depositor expects to sell the certificates from time to time, but the timing and amount of offerings of certificates will depend on a number of factors, including the volume of mortgage assets acquired by the depositor, prevailing interest rates, availability of funds and general market conditions.

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METHOD OF DISTRIBUTION

The certificates offered hereby and by the related prospectus supplements will be offered in series through one or more of the methods described below. The prospectus supplement prepared for each series will describe the method of offering being utilized for that series and will state the net proceeds to the depositor from such sale.

The depositor intends that offered certificates will be offered through the following methods from time to time and that offerings may be made concurrently through more than one of these methods or that an offering of the offered certificates of a particular series may be made through a combination of two or more of these methods. Such methods are as follows:

1.      By negotiated firm commitment or best efforts underwriting and public offering by one or more underwriters specified in the related prospectus supplement;

2.      By placements by the depositor with institutional investors through dealers; and

3.      By direct placements by the depositor with institutional investors.

In addition, if specified in the related prospectus supplement, the offered certificates of a series may be offered in whole or in part to the seller of the related mortgage assets that would comprise the trust fund for such certificates.

If underwriters are used in a sale of any offered certificates (other than in connection with an underwriting on a best efforts basis), such certificates will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at fixed public offering prices or at varying prices to be determined at the time of sale or at the time of commitment therefor. The managing underwriter or underwriters with respect to the offer and sale of offered certificates of a particular series will be set forth on the cover of the prospectus supplement relating to such series and the members of the underwriting syndicate, if any, will be named in such prospectus supplement.

In connection with the sale of offered certificates, underwriters may receive compensation from the depositor or from purchasers of the offered certificates in the form of discounts, concessions or commissions. Underwriters and dealers participating in the distribution of the offered certificates may be deemed to be underwriters in connection with such certificates, and any discounts or commissions received by them from the depositor and any profit on the resale of offered certificates by them may be deemed to be underwriting discounts and commissions under the Securities Act of 1933, as amended.

It is anticipated that the underwriting agreement pertaining to the sale of the offered certificates of any series will provide that the obligations of the underwriters will be subject to certain conditions precedent, that the underwriters will be obligated to purchase all such certificates if any are purchased (other than in connection with an underwriting on a best efforts basis) and that, in limited circumstances, the depositor will indemnify the several underwriters and the underwriters will indemnify the depositor against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, or will contribute to payments required to be made in respect thereof.

The prospectus supplement with respect to any series offered by placements through dealers will contain information regarding the nature of such offering and any agreements to be entered into between the depositor and purchasers of offered certificates of such series.

The depositor anticipates that the offered certificates will be sold primarily to institutional investors. Purchasers of offered certificates, including dealers, may, depending on the facts and circumstances of such purchases, be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, in connection with reoffers and sales by them of offered certificates. Holders of offered certificates should consult with their legal advisors in this regard prior to any such reoffer or sale.

All or part of any class of offered certificates may be acquired by the depositor or by an affiliate of the depositor in a secondary market transaction or from an affiliate. Such offered certificates may then be included in a trust fund, the beneficial ownership of which will be evidenced by one or more classes of mortgage-backed certificates, including subsequent series of certificates offered pursuant to this prospectus and a prospectus supplement.

125

As to any series of certificates, only those classes rated in an investment grade rating category by any nationally recognized rating agency will be offered hereby. Any unrated class may be initially retained by the depositor, and may be sold by the depositor at any time to one or institutional investors.

If and to the extent required by applicable law or regulation, this prospectus will be used by the Underwriter in connection with offers and sales related to market-making transactions in the offered certificates with respect to which the Underwriter acts as principal. The Underwriter may also act as agent in such transactions. Sales may be made at negotiated prices determined at the time of sales.

LEGAL MATTERS

Certain legal matters in connection with the certificates of each series, including certain federal income tax consequences, will be passed upon for the depositor by Cadwalader, Wickersham & Taft LLP or such other firm as may be specified in the related prospectus supplement.

FINANCIAL INFORMATION

A new trust fund will be formed with respect to each series of certificates, and no trust fund will engage in any business activities or have any assets or obligations prior to the issuance of the related series of certificates. Accordingly, no financial statements with respect to any trust fund will be included in this Prospectus or in the related prospectus supplement. The depositor has determined that its financial statements will not be material to the offering of any offered certificates.

RATING

It is a condition to the issuance of any class of offered certificates that they shall have been rated not lower than investment grade, that is, in one of the four highest rating categories, by at least one nationally recognized rating agency.

Other credit rating agencies that have not been engaged to rate any class of offered certificates may issue unsolicited credit ratings on one or more classes of offered certificates.

Ratings on mortgage pass-through certificates address the likelihood of receipt by the holders thereof of all collections on the underlying mortgage assets to which such holders are entitled. These ratings address the structural, legal and issuer-related aspects associated with such certificates, the nature of the underlying mortgage assets and the credit quality of the guarantor, if any. Ratings on mortgage pass-through certificates do not represent any assessment of the likelihood of principal prepayments by borrowers or of the degree by which such prepayments might differ from those originally anticipated. As a result, certificateholders might suffer a lower than anticipated yield, and, in addition, holders of interest-only might, in extreme cases fail to recoup their initial investments. Furthermore, ratings on mortgage pass-through certificates do not address the price of such certificates or the suitability of such certificates to the investor.

A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organization. Each security rating should be evaluated independently of any other security rating.

126

INDEX OF DEFINED TERMS
 

		Equity Participation	37
1		ERISA	118
		ERISA Plans	118
1986 Act	92	ERISA Restricted Certificates	122
1998 Policy Statement	124	Excess Funds	47
		excess servicing	113
A		Exemption	120
		Exemption Rating Agencies	120
Accrual Certificates	49
Accrued Certificate Interest	49
Act	85	F
ADA	88
affiliate	122	FAMC	39
ARM Loans	38	FHLMC	39
Available Distribution Amount	48	Financial Intermediary	54
		FNMA	39
B
		G
Bankruptcy Code	78
Book-Entry Certificates	48	GACC	31
		Garn Act	86
C		GNMA	39
Cash Flow Agreement	41	I
Certificate Account	40
Certificate Balance	50	Insurance Proceeds	61
Certificate Owner	54	IRS	64, 89
CMBS	32
Code	89	L
Companion Class	50
Controlled Amortization Class	50	Letter of Credit Bank	74
CPR	44	Liquidation Proceeds	61
Credit Support	41, 73	Loan-to-Value Ratio	36
Cut-off Date	50	Lock-out Date	37
		Lock-out Period	37
D
		M
DBBM	32
DBMC	32	MBS	32
DBSI	120	MBS Agreement	39
Debt Service Coverage Ratio	35	MBS Issuer	39
Definitive Certificates	47	MBS Servicer	39
Determination Date	42, 48	MBS Trustee	39
Disqualified Organization	104
Distribution Date Statement	52	N
DOL	119
DTC	54	NCUA	124
DTC Participants	54	Net Leases	36
Due Period	42	Net Operating Income	35
due-on-sale	78, 86, 87	Nonrecoverable Advance	51
		Non-SMMEA Certificates	123
E		O
electing large partnership	103, 104	OCC	124

127

OID Regulations	93	S
OTS	124
		Similar Law	119
		SMMEA	123
P		SPA	44
		Standard Certificateholder	111
Parties in Interest	119	Standard Certificates	111
Pass-Through Entity	104	Stripped Certificateholder	116
Percentage Interest	48	Stripped Certificates	111, 112
Permitted Investments	61	Stripped Certificates	114
Plan Asset Regulations	119
Plan Assets	119	T
Plans	119
Pooling Agreement	55	Tax Exempt Investor	123
Prepayment Assumption	94	Tax Favored Plans	118
Prepayment Interest Shortfall	42	Termination Events	68
Prepayment Premium	37	Title V	87
Purchase Price	57	Treasury	89
		U
R
		UBTI	123
Record Date	48	UCC	76
Regular Certificateholder	92	Underwriter	120
Regular Certificates	89, 110
Related Proceeds	51	V
Relief Act	88
REMIC	89, 90	Value	36
REMIC Certificates	89	Voting Rights	53
REMIC Pool	90
REMIC Regulations	89	W
REO Property	59
Residential Certificateholders	99	Warranting Party	58

128

This CD-ROM relates to the prospectus supplement in regard to the COMM 2012-CCRE1, Commercial Mortgage Pass-Through Certificates.  This CD-ROM should be reviewed only in conjunction with the entire prospectus supplement.  This CD-ROM does not contain all relevant information relating to the underlying Mortgage Loans.  Such information is described elsewhere in the prospectus supplement.  Any information contained in this CD-ROM will be more fully described elsewhere in the prospectus supplement.  The information in this CD ROM should not be viewed as projections, forecasts, predictions or opinions with respect to value.  Prior to making any investment decision, a prospective investor shall receive and should carefully review the prospectus supplement.

“COMM 2012-CCRE1 Annex A-1.xls” is a Microsoft Excel*, Version 5.0 spreadsheet that provides in electronic format certain asset-level information shown in Annex A-1, as well as certain Mortgage Loan and Mortgaged Property information shown in Annex A-1.  This spreadsheet can be put on a user-specified hard drive or network drive.  Open this file as you would normally open any spreadsheet in Microsoft Excel.  After the file is opened, a disclaimer will be displayed.  READ THE DISCLAIMER CAREFULLY.  NOTHING IN THIS CD-ROM SHOULD BE CONSIDERED AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE CERTIFICATES.

*           Microsoft is a registered trademark of Microsoft Corporation.

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus supplement. You must not rely on any unauthorized information or representations. This prospectus supplement and the accompanying prospectus is an offer to sell only the offered certificates, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement is current only as of its date.
TABLE OF CONTENTS
Prospectus Supplement
EXECUTIVE SUMMARY		xii	$824,379,000 (Approximate) Deutsche Bank Securities Cantor Fitzgerald & Co. CastleOak Securities, L.P. COMM 2012-CCRE1 Commercial Mortgage Pass-Through Certificates PROSPECTUS SUPPLEMENT May 18, 2012
SUMMARY		S-1
RISK FACTORS		S-33
THE SPONSORS, MORTGAGE LOAN SELLERS AND ORIGINATORS		S-105
THE DEPOSITOR		S-120
THE ISSUING ENTITY		S-120
THE SERVICERS		S-122
THE TRUSTEE		S-129
THE CERTIFICATE ADMINISTRATOR AND CUSTODIAN		S-132
PAYING AGENT, CERTIFICATE REGISTRAR, CUSTODIAN
AND AUTHENTICATING AGENT		S-135
THE OPERATING ADVISOR		S-135
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		S-136
DESCRIPTION OF THE MORTGAGE POOL		S-137
DESCRIPTION OF THE OFFERED CERTIFICATES		S-167
YIELD AND MATURITY CONSIDERATIONS		S-196
THE POOLING AND SERVICING AGREEMENT		S-202
USE OF PROCEEDS		S-263
MATERIAL FEDERAL INCOME TAX CONSEQUENCES		S-264
CERTAIN STATE AND LOCAL TAX CONSIDERATIONS		S-266
ERISA CONSIDERATIONS		S-267
METHOD OF DISTRIBUTION (UNDERWRITER CONFLICTS OF INTEREST)		S-269
LEGAL INVESTMENT		S-270
LEGAL MATTERS		S-271
RATINGS		S-271
LEGAL ASPECTS OF MORTGAGE LOANS IN NEW YORK AND
CALIFORNIA		S-272
INDEX OF DEFINED TERMS		S-274
ANNEX A-1 –	CERTAIN CHARACTERISTICS OF THE
	MORTGAGE LOANS	A-1-1
ANNEX A-2 –	CERTAIN POOL CHARACTERISTICS OF THE
	MORTGAGE LOANS AND MORTGAGED
	PROPERTIES	A-2-1
ANNEX A-3 –	CLASS A-SB PLANNED PRINCIPAL BALANCE	A-3-1
ANNEX B     –	DESCRIPTION OF THE TOP 20 MORTGAGE
	LOANS	B-1
ANNEX C     –	GLOBAL CLEARANCE, SETTLEMENT AND TAX
	DOCUMENTATION PROCEDURES	C-1
ANNEX D     –	DECREMENT TABLES	D-1
ANNEX E     –	PRICE/YIELD TABLES	E-1
ANNEX F     –	MORTGAGE LOAN SELLER REPRESENTATIONS
	AND WARRANTIES	F-1
ANNEX G     –	EXCEPTIONS TO MORTGAGE LOAN SELLER
	REPRESENTATIONS AND WARRANTIES	G-1
ANNEX H     –	RIVERTOWN CROSSINGS MALL AMORTIZATION
	SCHEDULE	H-1
Until the date that is ninety days from the date of this prospectus supplement, all dealers that buy, sell or trade the Offered Certificates, whether or not participating in this offering, may be required to deliver a prospectus supplement and the accompanying prospectus.  This is in addition to the dealers’ obligation to deliver a prospectus supplement and the accompanying prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.