Banc of America Merrill Lynch Commercial Mortgage FWP Free writing prospectus

FREE WRITING PROSPECTUS

FILED PURSUANT TO RULE 433

REGISTRATION FILE NO.: 333-177707-02

The information in this free writing prospectus may be amended and/or supplemented prior to the time of sale. The information in this free writing prospectus supersedes any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale. In addition, certain information regarding the subject securities is not yet available and, accordingly, has not been included in this free writing prospectus.

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-177707) for the offering to which this free writing prospectus relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.  Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 1-800-294-1322 or by email to dg.Prospectus_Requests@baml.com.

This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement.

THIS FREE WRITING PROSPECTUS DATED JULY 29, 2013 MAY BE AMENDED OR SUPPLEMENTED PRIOR TO THE TIME OF SALE

$743,933,000 (Approximate)

Banc of America Merrill Lynch Commercial Mortgage Inc.

Depositor

Bank of America, National Association

Morgan Stanley Mortgage Capital Holdings LLC

CIBC Inc.

Sponsors and Mortgage Loan Sellers

Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11

Issuing Entity

Commercial Mortgage Pass-Through Certificates, Series 2013-C11

Consider carefully the risk factors beginning on page S-54 in this free writing prospectus and page 9 in the attached prospectus. Neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency. The certificates will represent interests only in the issuing entity and will not represent interests in or obligations of the depositor, Bank of America, National Association, or any of their affiliates, including Bank of America Corporation.	The Banc of America Merrill Lynch Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2013-C11 will consist of the following classes:
	•   senior certificates consisting of the Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A and Class X-B certificates;
	•   junior certificates consisting of the Class A-S, Class B, Class PST, Class C, Class D, Class E, Class F, Class G, Class H and Class J certificates; and
	•   the residual certificates consisting of the Class R certificates.
	Only the Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C certificates are offered hereby.
	Distributions on the offered certificates will occur monthly, commencing in September 2013, to the extent of available funds, as described in this free writing prospectus. The mortgage loans constitute the sole source of repayment on the certificates.
	The issuing entity’s assets will consist primarily of thirty-eight (38) fixed rate mortgage loans and other property described in this free writing prospectus and the attached prospectus. The mortgage loans are secured by first liens on commercial, multifamily and manufactured housing properties. This free writing prospectus more fully describes the offered certificates, as well as the characteristics of the mortgage loans and the related mortgaged properties.The only credit support for any class of offered certificates will be provided by the subordination of the class(es), if any, that have a lower payment priority.

Certain characteristics of the offered certificates include:

Class	Expected Ratings (Fitch/Moody’s/Morningstar)	Approximate Initial Certificate Balance or Notional Amount	Approximate Initial Pass-Through Rate	Pass-Through Rate Description	Expected Final Distribution Date	Rated Final Distribution Date
Class A-1	AAA(sf)/Aaa(sf)/AAA	$  53,000,000	%		May 2018	August 2046
Class A-2	AAA(sf)/Aaa(sf)/AAA	$142,000,000	%		August 2018	August 2046
Class A-AB	AAA(sf)/Aaa(sf)/AAA	$  72,980,000	%		April 2023	August 2046
Class A-3	AAA(sf)/Aaa(sf)/AAA	$125,000,000	%		May 2023	August 2046
Class A-4	AAA(sf)/Aaa(sf)/AAA	$206,448,000	%		July 2023	August 2046
Class X-A	AAA(sf)/Aaa(sf)/AAA	$648,667,000	%	Variable	July 2023	August 2046
Class A-S	AAA(sf)/Aaa(sf)/AAA	$  49,239,000	%		July 2023	August 2046
Class B	AA-(sf)/Aa3(sf)/AA+	$  61,013,000	%		July 2023	August 2046
Class PST	A-(sf)/A2(sf)/A+	$144,505,000	%	NAP	July 2023	August 2046
Class C	A-(sf)/A3(sf)/A+	$  34,253,000	%		July 2023	August 2046

(Explanatory notes to this table start on page S-1)

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these offered securities or determined if this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

With respect to the offered certificates, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and CIBC World Markets Corp., the underwriters, are acting as co-lead managers and bookrunners.  Merrill Lynch, Pierce, Fenner & Smith Incorporated,  Morgan Stanley & Co. LLC and CIBC World Markets Corp. will purchase the offered certificates from Banc of America Merrill Lynch Commercial Mortgage Inc. and will offer them to the public in one or more negotiated transactions or otherwise at varying prices determined at the time of sale.  The offered certificates are offered by the underwriters when, as and if issued by the issuing entity and delivered to and accepted by the underwriters and subject to their right to reject orders in whole or in part.  The underwriters expect to deliver the offered certificates to purchasers on or about August 15, 2013.

CIBC World Markets
July         , 2013

Note regarding pie chart and map on opposite page:  numbers may not total to 100% due to rounding

For more information	TABLE OF CONTENTS
Banc of America Merrill Lynch Commercial Mortgage Inc. has filed with the SEC additional registration materials relating to the certificates. You may read and copy any of these materials at the SEC’s Public Reference Room at the following location: ●     SEC Public Reference Section 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. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information that has been filed electronically with the SEC. The Internet address is http://www.sec.gov. You may also contact Banc of America Merrill Lynch Commercial Mortgage Inc. in writing at 214 North Tryon Street, Charlotte, North Carolina 28255, or by telephone at (980) 388-7451. See also the sections captioned “AVAILABLE INFORMATION” and “INCORPORATION OF CERTAIN INFORMATION BY REFERENCE” appearing at the end of the attached prospectus. The file number of the registration statement to which this free writing prospectus relates is 333-177707.	EXECUTIVE SUMMARY	S-1
	SUMMARY OF FREE WRITING PROSPECTUS	S-5
	RISK FACTORS	S-54
	General Risks	S-54
	The Offered Certificates May Not Be a Suitable Investment for You	S-54
	Risks Related to Market Conditions	S-54
	The Volatile Economy and Credit Crisis May Increase Loan Defaults and Affect the Value and Liquidity of Your Investment	S-54
	External Factors May Adversely Affect the Value and Liquidity of Your Investment	S-55
	Risks Related to the Mortgage Loans	S-55
	Your Investment Is Not Insured or Guaranteed and Your Source for Repayments Is Limited to Payments Under the Mortgage Loans	S-55
	The Repayment of a Commercial Mortgage Loan Is Dependent on the Cash Flow Produced by the Property Which Can Be Volatile and Insufficient to Allow Timely Payment on Your Certificates	S-56
	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 Our Other Trusts	S-57
	Certain Mortgage Loans Are Secured By Mortgaged Properties That Have a Limited Operating History or Do Not Have Historical Financial Information	S-57
	Converting Commercial Properties to Alternative Uses May Require Significant Expenses Which Could Reduce Payments on Your Certificates	S-57
	Tenant Concentration Increases the Risk That Cash Flow Will Be Interrupted Which Could Reduce Payments on Your Certificates	S-59
	The Related Borrowers May Have Difficulty Re-Leasing Mortgaged Properties	S-60
	A Concentration of Mortgage Loans in the Mortgage Pool Increases the Sensitivity to Loss Which Could Reduce Payments on Your Certificates	S-61
	A Concentration of Mortgage Loans with the Same or Related Borrowers Increases the Possibility of Loss on Those Mortgage Loans Which Could Reduce Payments on Your Certificates	S-61
	A Concentration of Mortgaged Properties in a Limited Number of Locations May Adversely Affect Payments on Your Certificates A Concentration of Mortgage Loans with the Same Property Types Increases the Possibility of Loss on Those Mortgage Loans Which Could Reduce Payments on Your Certificates	S-62 S-62

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A Significant Concentration of Retail Properties in the Mortgage Pool Will Subject Your Investment to the Special Risks of Retail Properties	S-63
A Significant Concentration of Hospitality Properties in the Mortgage Pool Will Subject Your Investment to the Special Risks of Hospitality Properties	S-64
A Significant Concentration of Office Properties in the Mortgage Pool Will Subject Your Investment to the Special Risks of Office Properties	S-66
A Significant Concentration Of Multifamily Properties In The Mortgage Pool Will Subject Your Investment To The Special Risks Of Multifamily Properties	S-67
A Significant Concentration of Manufactured Housing Properties in the Mortgage Pool Will Subject Your Investment to the Special Risks of Manufactured Housing Properties	S-69
A Significant Concentration of Industrial Properties in the Mortgage Pool Will Subject Your Investment to the Special Risks of Industrial Properties	S-70
A Significant Concentration of Mixed Use Properties in the Mortgage Pool Will Subject Your Investment to the Special Risks of Mixed Use Properties	S-71
A Significant Concentration of Self Storage Facilities in the Mortgage Pool Will Subject Your Investment to the Special Risks of Self Storage Facilities	S-71
Leasehold Interests Entail Certain Risks Which May Adversely Affect Payments on Your Certificates	S-72
Tenancies in Common, Delaware Statutory Trusts and Indemnity Deeds of Trust May Hinder Recovery	S-73
State and Local Mortgage Recording Taxes May Apply Upon a Foreclosure or Deed in Lieu of Foreclosure and Reduce Net Proceeds	S-73
A Tenant Bankruptcy May Adversely Affect the Income Produced by a Mortgaged Property and May Adversely Affect the Payments on Your Certificates	S-74
Environmental Risks Relating to Specific Mortgaged Properties May Adversely Affect Payments on Your Certificates	S-74
You May Experience a Loss If a Borrower is Unable to Repay Its Loan on Its Maturity Date, and the Risk of Non- Payment is Greater for Balloon Loans; Longer Amortization Schedules and Interest-Only Provisions Create Risks	S-76
A Borrower’s Other Loans May Reduce the Cash Flow Available to the Mortgaged Property Which May Adversely Affect Payments on Your Certificates	S-78
Bankruptcy Proceedings Relating to a Borrower Can Result in Dissolution of the Borrower and the Acceleration of the Related Mortgage Loan and Can Otherwise Adversely Impact Repayment of the Related Mortgage Loan	S-81
Bankruptcy or Other Proceedings Related to the Sponsor of a Borrower May Adversely Affect the Performance of the Related Mortgage Loan	S-81
Reserves to Fund Certain Necessary Expenditures Under the Mortgage Loans May Be Insufficient for the Purpose for Which They Were Established	S-82

iv

Borrowers That Are Not Special Purpose Entities May Be More Likely to File Bankruptcy Petitions and This May Adversely Affect Payments on Your Certificates	S-82
The Operation of Commercial Properties Is Dependent Upon Successful Management	S-82
The Benefits of Multi-Property or Portfolio Mortgage Loans May Be Limited	S-83
Inadequacy of Title Insurers May Adversely Affect Payments on Your Certificates	S-84
Mortgaged Properties Securing the Mortgage Loans That Are Not in Compliance with Zoning and Building Code Requirements and Use Restrictions Could Adversely Affect Payments on Your Certificates	S-84
The Absence of or Inadequacy of Insurance Coverage on the Property May Adversely Affect Payments on Your Certificates	S-85
Certain Other Risks Related to Casualty and Casualty Insurance	S-86
Risks Associated with Blanket Insurance Policies or Self-Insurance	S-86
Property Inspections and Engineering Reports May Not Reflect All Conditions That Require Repair on the Property	S-87
Risks Related to Redevelopment and Renovation at the Mortgaged Properties	S-87
Debt Service Coverage Ratio and Net Cash Flow Information is Based on Numerous Assumptions	S-87
Limitations of Appraisals	S-88
The Timing of Mortgage Loan Amortization May Cause Increased Pool Concentration, Which May Adversely Affect Payments on Your Certificates	S-89
The Operation of the Mortgaged Property Following Foreclosure of the Mortgage Loan May Affect the Tax Status of the Issuing Entity and May Adversely Affect Payments on Your Certificates	S-89
Tenant Leases May Have Provisions That Could Adversely Affect Payments on Your Certificates	S-89
Risks of Lease Early Termination Options	S-90
The Performance of a Mortgage Loan and Its Related Mortgaged Property Depends in Part on Who Controls the Borrower and Mortgaged Property	S-91
Litigation or Other Legal Proceedings Could Adversely Affect the Mortgage Loans	S-92
Increases in Real Estate Taxes Due to Termination of a PILOT Program or Other Tax Abatement Arrangements May Reduce Payments to Certificateholders	S-93
Risks Relating to Tax Credits	S-93
The Mortgage Loans Have Not Been Reunderwritten By Us	S-93
Risks Related to Conflicts of Interest	S-94
Conflicts Between Various Certificateholders	S-94
Conflicts of Interest of the Trust Advisor	S-95
Conflicts of Interest of the Controlling Class Representative; Rights of the Controlling Class Representative Could Adversely Affect Your Investment	S-96

v

Conflicts of Interest of the Directing Holders; Rights of the Directing Holders Could Adversely Affect Your Investment	S-96
Conflicts Between Certificateholders and the Holders of Subordinate Notes or Mezzanine Notes	S-97
Conflicts Between Borrowers and Property Managers	S-97
Conflicts Between the Issuing Entity and the Mortgage Loan Sellers	S-97
Conflicts of Interest of the Underwriters and Their Affiliates	S-99
Conflicts in the Selection of the Underlying Mortgage Loans	S-100
Conflicts May Occur as a Result of the Rights of Third Parties To Terminate the Special Servicer of an A/B Whole Loan or Loan Pair	S-101
Conflicts Between Certificateholders and Holders of Serviced Companion Loans or B Notes	S-101
Other Conflicts	S-101
Risks Related to the Offered Certificates	S-102
Subordination of Some Certificates May Affect the Timing of Payments and the Application of Losses on Your Certificates	S-102
Considerations Regarding Original Issue Discount	S-102
Mortgage Loan Sellers May Not Be Able to Make a Required Repurchase or Substitution of a Defective Mortgage Loan	S-102
Your Lack of Control Over the Issuing Entity Can Create Risks	S-102
Rights of the Trust Advisor, the Controlling Class Representative and Any Directing Holder Could Adversely Affect Your Investment	S-103
Reimbursement of Trust Advisor Expenses Could Reduce Payments on the Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class A-S, Class B, Class PST, Class C, Class D, Class E and Class F Certificates	S-104
The Yield on Your Certificates Will Be Affected By the Price at Which the Certificates Were Purchased and the Rate, Timing and Amount of Distributions on Your Certificates	S-104
Losses on the Mortgage Loans; Variability of Yield	S-107
The Exchangeable Certificates Are Subject to Additional Risks	S-108
Release of Collateral May Reduce the Yield on Your Certificates	S-109
You Bear The Risk of Borrower Defaults	S-109
Realization on a Mortgage Loan That Is Part of an A/B Whole Loan or Loan Pair May Be Adversely Affected by the Rights of the Related Directing Holder	S-110
You Will Have No Control Over the Servicing of the Non-Serviced Pari Passu Mortgage Loans	S-110
The Servicing of the Marriott Chicago River North Hotel Loan Pair Will Shift to Others	S-111
Interest on Advances and Compensation to the Master Servicer, the Special Servicer and the Trustee May Have an Adverse Effect on the Payments on Your Certificates	S-111
Limited Obligations	S-112
The Mortgage Loan Sellers, the Sponsors and the Depositor Are Subject to Bankruptcy or Insolvency Laws That May Affect the Issuing Entity’s Ownership of the Mortgage Loans	S-112

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Limited Liquidity and Market Value May Adversely Affect Payments on Your Certificates	S-113
Changes to Accounting Standards Could Have an Adverse Impact on the Offered Certificates	S-114
Ratings of the Offered Certificates Do Not Represent Any Assessment of the Yield to Maturity That a Certificateholder May Experience and Such Ratings May Be Reviewed, Revised, Suspended, Downgraded, Qualified or Withdrawn By the Applicable Rating Agency	S-114
Changes to REMIC Restrictions on Loan Modifications and REMIC Rules on Partial Releases May Impact an Investment in the Certificates	S-115
REMIC Status	S-115
State and Local Tax Considerations	S-116
Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Certificates	S-116
CAPITALIZED TERMS USED IN THIS FREE WRITING PROSPECTUS	S-119
FORWARD LOOKING STATEMENTS	S-119
TRANSACTION PARTIES	S-120
The Sponsors, Mortgage Loan Sellers and Originators	S-120
Bank of America, National Association	S-120
Morgan Stanley Mortgage Capital Holdings LLC	S-148
CIBC Inc.	S-157
The Depositor	S-165
The Issuing Entity	S-165
The Trustee	S-167
The Certificate Administrator and Custodian	S-167
The Trust Advisor	S-169
The Master Servicer	S-171
The Special Servicer	S-175
Affiliations and Certain Relationships	S-177
DESCRIPTION OF THE OFFERED CERTIFICATES	S-178
General	S-178
Certificate Principal Balances and Notional Amounts	S-180
Pass-Through Rates	S-182
Exchangeable Certificates	S-184
General	S-184
Exchange Examples and Limitations	S-185
Accounts	S-186
Distributions	S-188
General	S-188
Fees and Expenses	S-194
Application of the Available Distribution Amount	S-195
Class A-AB Planned Principal Balance	S-199
Distributions of Prepayment Premiums and Yield Maintenance Charges	S-199
Treatment of REO Properties	S-200
Allocation Priority of Mortgage Loan Collections	S-201
Subordination; Allocation of Collateral Support Deficit	S-203
Allocation of Trust Advisor Expenses	S-206
Prepayment Interest Shortfalls and Prepayment Interest Excesses	S-207
Optional Termination	S-209
Advances	S-209

vii

P&I Advances	S-209
Servicing Advances	S-211
Reimbursement of Advances	S-212
Nonrecoverable Advances	S-213
Matters Relating to Loan Pairs and Non-Serviced Loan Combinations	S-214
Appraisal Reductions	S-214
Reports to Certificateholders; Available Information	S-219
Certificate Administrator Reports	S-219
Information Available Electronically	S-222
Other Information	S-225
Book-Entry Certificates	S-226
Example of Distributions	S-226
Expected Final Distribution Date; Rated Final Distribution Date	S-227
Amendments to the Pooling and Servicing Agreement	S-227
Evidence as to Compliance	S-230
Voting Rights	S-230
Matters Regarding the Certificate Administrator	S-231
Resignation and Removal of Certificate Administrator	S-232
The Trustee	S-232
Duties of the Trustee	S-233
Matters Regarding the Trustee	S-234
Resignation and Removal of the Trustee	S-234
Trustee Compensation	S-235
The Custodian	S-235
Duties of the Custodian	S-235
Matters Regarding the Custodian	S-235
Resignation and Removal of the Custodian	S-236
Custodian Compensation	S-237
Certificateholder Communications	S-237
Special Notices	S-237
Retention of Certain Certificates by Affiliates of Transaction Parties	S-237
YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS	S-238
General	S-238
Pass-Through Rates	S-238
Rate and Timing of Principal Payments	S-239
Yield on the Class X-A Certificates	S-240
Unpaid Distributable Certificate Interest	S-240
Losses and Shortfalls	S-240
Relevant Factors	S-241
Weighted Average Life	S-242
Price/Yield Tables	S-248
DESCRIPTION OF THE MORTGAGE POOL	S-250
General	S-250
Material Terms and Characteristics of the Mortgage Loans	S-251
Mortgage Rates; Calculations of Interest	S-251
Property Types	S-251
Property Location	S-251
Due Dates	S-252
Grace Periods	S-252
Amortization	S-252
Prepayment Provisions	S-252
Multi-Property Mortgage Loans	S-254
Partial Releases Other Than in Connection with Defeasance	S-255
Defeasance Loans	S-255

viii

Leasehold Mortgages	S-256
Mortgage Loans with Affiliated Borrowers	S-256
Significant Obligors	S-256
Non-Recourse Obligations	S-256
“Due-on-Sale” and “Due-on-Encumbrance” Provisions	S-257
Subordinate and Other Financing	S-257
Modified and Refinanced Mortgage Loans	S-260
Mortgaged Properties with Limited or No Operating History	S-260
Certain Mortgage Loans with Early Material Lease Termination Options	S-260
Additional Collateral	S-261
The ARD Loans	S-261
Cash Management Agreements/Lockboxes	S-261
The A/B Whole Loans and the Loan Pairs	S-262
The Westfield Countryside Loan Pair	S-263
The Mall at Tuttle Crossing Loan Pair	S-266
Marriott Chicago River North Hotel Loan Pair	S-270
The Non-Serviced Loan Combinations	S-274
The Southdale Center Non-Serviced Loan Combination	S-274
Additional Mortgage Loan Information	S-278
Standard Hazard Insurance	S-284
Sale of the Mortgage Loans	S-286
Representations and Warranties	S-287
Repurchases and Other Remedies	S-287
Changes In Mortgage Pool Characteristics	S-289
SERVICING OF THE MORTGAGE LOANS	S-291
General	S-291
The Master Servicer	S-298
Master Servicer Compensation	S-298
Master Servicer Termination Events	S-300
The Special Servicer	S-303
Special Servicer Compensation	S-303
Special Servicer Termination Events	S-307
Replacement of the Special Servicer Without Cause	S-309
Rating Agency Confirmations	S-311
Waivers of Servicer Termination Events	S-312
Withdrawals from the Collection Account	S-312
Enforcement of “Due-On-Sale” and “Due-On-Encumbrance” Clauses	S-313
Inspections	S-314
The Controlling Class Representative	S-314
General	S-314
Limitation on Liability of the Controlling Class Representative	S-318
The Trust Advisor	S-319
General Obligations	S-319
Annual Meeting; Annual Report	S-320
Consultation Duties of the Trust Advisor	S-321
Trust Advisor Fees	S-322
Resignation of the Trust Advisor	S-323
Trust Advisor Termination Events	S-324
Rights Upon Trust Advisor Termination Event	S-325
Termination of the Trust Advisor Without Cause	S-325
Certain Matters Regarding the Parties to the Pooling and Servicing Agreement	S-326
Asset Status Reports	S-328
Mortgage Loan Modifications	S-329

ix

Sale of Defaulted Mortgage Loans and REO Properties	S-331
Sale of Defaulted Mortgage Loans	S-331
Matters Relating to Loan Pairs	S-332
Sale of REO Properties	S-333
Foreclosures	S-334
Additional Matters Relating to the Servicing of the Marriott Chicago River North Hotel Mortgage Loan	S-336
MATERIAL FEDERAL INCOME TAX CONSEQUENCES	S-338
Tax Classification of the Issuing Entity	S-339
Taxation of the Exchangeable Certificates	S-339
Taxation of the Offered Certificates	S-340
Special Tax Attributes of the Offered Certificates	S-341
Further Information	S-341
STATE AND LOCAL TAX CONSIDERATIONS	S-342
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS	S-343
CERTAIN ERISA CONSIDERATIONS	S-345
Plan Assets and Prohibited Transactions	S-345
Special Exemption Applicable to the Offered Certificates	S-346
Insurance Company General Accounts	S-348
General Investment Considerations	S-348
LEGAL INVESTMENT	S-349
LEGAL MATTERS	S-349
RATINGS	S-349
INDEX OF DEFINED TERMS	S-351
APPENDIX I - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS	I-1
APPENDIX II - MORTGAGE POOL INFORMATION (TABLES)	II-1
APPENDIX III - SIGNIFICANT LOAN SUMMARIES	III-1
APPENDIX IV - FORM OF DISTRIBUTION DATE STATEMENT	IV-1
APPENDIX V - MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES	V-1
APPENDIX VI - EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES	VI-1
APPENDIX VII - CLASS A-AB PLANNED PRINCIPAL BALANCE	VII-1
EXHIBIT A - PROSPECTUS

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IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES

The asset-backed securities referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of securities may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these securities, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of securities to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.

Because the asset-backed securities are being offered on a “when, as and if issued” basis, any such contract will terminate, by its terms, without any further obligation or liability between us, if the securities themselves, or the particular class to which the contract relates, are not issued. Because the asset-backed securities are subject to modification or revision, any such contract also is conditioned upon the understanding that no material change will occur with respect to the relevant class of securities prior to the closing date of this securitization. If a material change does occur with respect to such class, our contract will terminate, by its terms, without any further obligation or liability between us (the “Automatic Termination”). If an Automatic Termination occurs, we will provide you with revised offering materials reflecting the material change and give you an opportunity to purchase such class. To indicate your interest in purchasing the class, you must communicate to us your desire to do so within such timeframe as may be designated in connection with your receipt of the revised offering materials.

The information contained in these materials may be based on assumptions regarding market conditions and other matters as reflected in this free writing prospectus. The underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any such assumptions will coincide with actual market conditions or events, and these materials should not be relied upon for such purposes. The underwriters and their respective affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of these materials, may, from time to time, have long or short positions in, and buy and sell, the securities mentioned in this free writing prospectus or derivatives thereof (including options). Information in these materials is current as of the date appearing on the material only. Information in these materials regarding any securities discussed in this free writing prospectus supersedes all prior information regarding such securities. These materials are not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal.

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS

FREE WRITING PROSPECTUS AND THE ATTACHED PROSPECTUS

Information about the offered certificates is contained in two separate documents that progressively provide more detail: (a) the prospectus attached hereto as Exhibit A, which provides general information, some of which may not apply to the offered certificates; and (b) this free writing prospectus, which describes the specific terms of the offered certificates. If the terms of the offered certificates vary between this free writing prospectus and the attached prospectus, you should rely on the information in this free writing prospectus. This free writing prospectus begins with several introductory sections describing the Series 2013-C11 Certificates and the issuing entity in abbreviated form:

Executive Summary, which begins on page S-1 of this free writing prospectus and shows certain characteristics of the offered certificates in tabular form;

Summary of Free Writing Prospectus, which begins on page S-5 of this free writing prospectus and gives a brief introduction of the key features of the Series 2013-C11 Certificates and a description of the mortgage loans; and

Risk Factors, which begins on page S-54 of this free writing prospectus and describes risks that apply to the offered certificates, which are in addition to those described in the attached prospectus with respect to the securities issued by the issuing entity generally.

This free writing prospectus and the attached prospectus include cross references to sections in these materials where you can find further related discussions. The tables of contents in this free writing prospectus and the attached prospectus identify the pages where these sections are located.  You should read both this free writing prospectus

xi

and the attached prospectus in full to obtain material information concerning the offered certificates.  When reading the attached prospectus in conjunction with this free writing prospectus, references in the attached prospectus to “prospectus supplement” should be read as references to this free writing prospectus. The appendices attached to this free writing prospectus are hereby incorporated into and made a part of this free writing prospectus.

This free writing prospectus and the attached prospectus do not constitute an offer to sell or a solicitation of an offer to buy any security other than the offered certificates, nor do they constitute an offer to sell or a solicitation of an offer to buy any of the offered certificates to any person in any jurisdiction in which it is unlawful to make such an offer or solicitation to such person.

Certain capitalized terms are defined and used in this free writing prospectus and the attached prospectus to assist you in understanding the terms of the offered certificates and this offering. The capitalized terms used in this free writing prospectus are defined on the pages indicated in the “INDEX OF DEFINED TERMS” beginning on page S-351 of this free writing prospectus. The capitalized terms used in the attached prospectus are defined under the caption “GLOSSARY” beginning on page 143 in the attached prospectus.

In this free writing prospectus, “we” refers to Banc of America Merrill Lynch Commercial Mortgage Inc., and “you” refers to a prospective investor in the offered certificates.

This free writing prospectus and the attached prospectus contain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended. Specifically, forward looking statements, together with related qualifying language and assumptions, are found in the material (including tables) under the headings “RISK FACTORS” and “YIELD PREPAYMENT AND MATURITY CONSIDERATIONS”. Forward looking statements are also found in other places throughout this free writing prospectus and the attached prospectus, and may be identified by, among other things, accompanying language such as “expects”, “intends”, “anticipates”, “estimates” or analogous expressions, or by qualifying language or assumptions. These statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results or performance to differ materially from the forward looking statements. These risks, uncertainties and other factors include, among others, general economic and business conditions, competition, changes in political, social and economic conditions, regulatory initiatives and compliance with governmental regulations, customer preference and various other matters, many of which are beyond the depositor’s control. These forward looking statements speak only as of the date of this free writing prospectus. The depositor expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements to reflect changes in the depositor’s expectations with regard to those statements or any change in events, conditions or circumstances on which any forward looking statement is based.

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 CUSTODIAN, THE CONTROLLING CLASS REPRESENTATIVE, THE TRUST ADVISOR, THE DIRECTING HOLDERS, THE ORIGINATORS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THE OFFERED CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

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

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NOTICE TO RESIDENTS WITHIN THE EUROPEAN ECONOMIC AREA

This free writing prospectus is not a prospectus for the purposes of the European Union’s Directive 2003/71/EC (and any amendments thereto, including Directive 2010/73/EU) as implemented in member states of the European Economic Area (the “EEA”) (the “EU Prospectus Directive”).  This free writing prospectus has been prepared on the basis that all offers of the offered certificates will be made pursuant to an exemption under the EU Prospectus Directive from the requirement to produce a prospectus in connection with offers of the offered certificates.  Accordingly, any person making or intending to make any offer within the EEA of offered certificates which are the subject of the offering contemplated in this free writing prospectus should only do so in circumstances in which no obligation arises for the depositor, the issuing entity or any of the underwriters to produce a prospectus for such offer.  None of the depositor, the issuing entity or the underwriters have authorized, and none of such entities authorizes, the making of any offer of the offered certificates through any financial intermediary, other than offers made by underwriters which constitute the final placement of the offered certificates contemplated in this free writing prospectus.

EUROPEAN ECONOMIC AREA SELLING RESTRICTIONS

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

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

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

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

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

For the purposes of the prior paragraph, (1) the expression an “offer of the certificates which are the subject of the offering contemplated by this free writing prospectus to the public” in relation to any offered certificate in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the certificates to be offered so as to enable an investor to decide to purchase or subscribe to the offered certificates, as the same may be varied in that Relevant Member State by any measure implementing the EU Prospectus Directive in that Relevant Member State, (2) the expression “EU 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 (3) the expression “2010 PD Amending Directive”  means Directive 2010/73/EU.

UNITED KINGDOM SELLING RESTRICTIONS

Each underwriter has represented and agreed, that:

(a)      in the United Kingdom, it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of any offered certificates in circumstances in which Section 21(1) of the FSMA does not apply to the issuing entity; and

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

NOTICE TO UNITED KINGDOM INVESTORS

In the United Kingdom, this free writing prospectus is directed only at persons who (i) have professional experience in matters relating to investments, who fall within Article 19(5) of the Financial Services and Markets Act of 2000 (Financial Promotion) Order 2005, or (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as “relevant persons”).  This free writing prospectus must not be acted on or relied on by persons who are not relevant persons.  Any investment or investment activity to which this free writing prospectus relates is available only to relevant persons and will be engaged in only with relevant persons.

HONG KONG

THE OFFERED CERTIFICATES MAY NOT BE OFFERED OR SOLD BY MEANS OF ANY DOCUMENT OTHER THAN (I) IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE COMPANIES ORDINANCE (CAP.  32, LAWS OF HONG KONG), OR (II) TO “PROFESSIONAL INVESTORS” WITHIN THE MEANING OF THE SECURITIES AND FUTURES ORDINANCE (CAP.  571, LAWS OF HONG KONG) AND ANY RULES MADE THEREUNDER, OR (III) IN OTHER CIRCUMSTANCES WHICH DO NOT RESULT IN THE DOCUMENT BEING A “PROSPECTUS” WITHIN THE MEANING OF THE COMPANIES ORDINANCE (CAP.  32, LAWS OF HONG KONG), AND NO ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE OFFERED CERTIFICATES MAY BE ISSUED OR MAY BE IN THE POSSESSION OF ANY PERSON FOR THE PURPOSE OF ISSUE (IN EACH CASE WHETHER IN HONG KONG OR ELSEWHERE), WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC OF HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG) OTHER THAN WITH RESPECT TO OFFERED CERTIFICATES WHICH ARE OR ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO “PROFESSIONAL INVESTORS” WITHIN THE MEANING OF THE SECURITIES AND FUTURES ORDINANCE (CAP.  571, LAWS OF HONG KONG) AND ANY RULES MADE THEREUNDER.

SINGAPORE

THIS FREE WRITING PROSPECTUS HAS NOT BEEN REGISTERED AS A PROSPECTUS WITH THE MONETARY AUTHORITY OF SINGAPORE. ACCORDINGLY, THIS FREE WRITING PROSPECTUS AND ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OF THE OFFERED CERTIFICATES MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY THE OFFERED CERTIFICATES BE OFFERED OR SOLD, OR BE MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPORE OTHER THAN (I) TO AN INSTITUTIONAL INVESTOR UNDER SECTION 274 OF THE SECURITIES AND FUTURES ACT, CHAPTER 289 OF SINGAPORE (THE “SFA”), (II) TO A RELEVANT PERSON, OR ANY PERSON PURSUANT TO SECTION 275(1A), IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTION 275 OF THE SFA OR (III) OTHERWISE PURSUANT TO, AND IN ACCORDANCE WITH THE CONDITIONS OF, ANY OTHER APPLICABLE PROVISION OF THE SFA.

WHERE THE OFFERED CERTIFICATES ARE SUBSCRIBED OR PURCHASED UNDER SECTION 275 OF THE SFA BY A RELEVANT PERSON WHICH IS:  (A) A CORPORATION (WHICH IS NOT AN ACCREDITED INVESTOR) THE SOLE BUSINESS OF WHICH IS TO HOLD INVESTMENTS AND THE ENTIRE SHARE CAPITAL OF WHICH IS OWNED BY ONE OR MORE INDIVIDUALS, EACH OF WHOM IS AN ACCREDITED INVESTOR; OR (B) A TRUST (WHERE THE TRUSTEE IS NOT AN ACCREDITED INVESTOR) WHOSE SOLE PURPOSE IS TO HOLD INVESTMENTS AND EACH BENEFICIARY IS AN ACCREDITED INVESTOR, SHARES, DEBENTURES AND UNITS OF SHARES AND DEBENTURES OF THAT CORPORATION OR THE BENEFICIARIES’ RIGHTS AND INTEREST IN THAT TRUST SHALL NOT

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BE TRANSFERABLE FOR 6 MONTHS AFTER THAT CORPORATION OR THAT TRUST HAS ACQUIRED THE OFFERED CERTIFICATES UNDER SECTION 275 EXCEPT:  (1) TO AN INSTITUTIONAL INVESTOR UNDER SECTION 274 OF THE SFA OR TO A RELEVANT PERSON, OR ANY PERSON PURSUANT TO SECTION 275(1A) OF THE SFA, AND IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTION 275 OF THE SFA; (2) WHERE NO CONSIDERATION IS GIVEN FOR THE TRANSFER; OR (3) BY OPERATION OF LAW.

JAPAN

THE OFFERED CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE FINANCIAL INSTRUMENTS EXCHANGE ACT OF JAPAN (LAW NO. 25 OF 1948, AS AMENDED (THE “FIEL”)), AND EACH UNDERWRITER HAS AGREED THAT IT WILL NOT OFFER OR SELL ANY OFFERED CERTIFICATES, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY JAPANESE PERSON, OR TO OTHERS FOR RE-OFFERING OR RESALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO ANY JAPANESE PERSON, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE FIEL AND ANY OTHER APPLICABLE LAWS AND REGULATIONS.  FOR THE PURPOSES OF THIS PARAGRAPH, “JAPANESE PERSON” SHALL MEAN ANY PERSON RESIDENT IN JAPAN, INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS AND REGULATIONS OF JAPAN.

NOTICE TO RESIDENTS OF THE PEOPLE’S REPUBLIC OF CHINA

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

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

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

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EXECUTIVE SUMMARY

Certificate Characteristics

The following executive summary does not include all relevant information relating to the offered certificates and the mortgage loans. In particular, the executive summary does not address the risks and special considerations involved with an investment in the offered certificates. Prospective investors should carefully review the detailed information appearing elsewhere in this free writing prospectus and in the attached prospectus before making any investment decision. The executive summary also describes certificates that are not offered by this free writing prospectus, that have not been registered under the Securities Act of 1933, as amended, and that will be sold to investors in private transactions.

Certain capitalized terms used in this executive summary may be defined elsewhere in this free writing prospectus, including in APPENDIX I to this free writing prospectus, or in the attached prospectus. An “INDEX OF DEFINED TERMS” is included at the end of this free writing prospectus. A “GLOSSARY” is included at the end of the attached prospectus. Terms that are used but not defined in this free writing prospectus will have the meanings specified in the attached prospectus. References in this free writing prospectus to “Loan No.” or “Loan Nos.” are references to the loan number or loan numbers set forth on APPENDIX I to this free writing prospectus.

Certificate Structure Summary

Class	Expected Ratings (Fitch/Moody’s/Morningstar)	Approximate Initial Certificate Balance or Notional Amount	Approximate Percentage of Initial Pool Balance	Approximate Initial Credit Support	Pass-Through Rate Description	Approximate Initial Pass-Through Rate as of Closing Date	Expected Weighted Average Life (years)	Principal Window (payments)
Offered Certificates
A-1	AAA(sf)/Aaa(sf)/AAA	$  53,000,000	6.189%	30.000%		%	2.72	1-57
A-2	AAA(sf)/Aaa(sf)/AAA	$142,000,000	16.582%	30.000%		%	4.98	57-60
A-AB	AAA(sf)/Aaa(sf)/AAA	$  72,980,000	8.522%	30.000%		%	7.45	60-116
A-3	AAA(sf)/Aaa(sf)/AAA	$125,000,000	14.597%	30.000%		%	9.72	116-117
A-4	AAA(sf)/Aaa(sf)/AAA	$206,448,000	24.109%	30.000%		%	9.87	117-119
X-A	AAA(sf)/Aaa(sf)/AAA	$648,667,000	NAP	NAP	Variable	%	NAP	NAP
A-S	AAA(sf)/Aaa(sf)/AAA	$  49,239,000	5.750%	24.250%		%	9.92	119-119
B	AA-(sf)/Aa3(sf)/AA+	$  61,013,000	7.125%	17.125%		%	9.92	119-119
PST	A-(sf)/A2(sf)/A+	$144,505,000	NAP	13.125%	NAP	%	9.92	119-119
C	A-(sf)/A3(sf)/A+	$  34,253,000	4.000%	13.125%		%	9.92	119-119
Private Certificates – Not Offered Hereby
X-B	NR/NR/AAA	$55,661,746	NAP	NAP	Variable	%	NAP	NAP
D	BBB-(sf)/Baa3(sf)/BBB+	$38,535,000	4.500%	8.625%		%	9.97	119-120
E	BBB-(sf)/Ba2(sf)/BBB	$  9,634,000	1.125%	7.500%		%	10.00	120-120
F	BB+(sf)/Ba3(sf)/BBB-	$  8,563,000	1.000%	6.500%		%	10.00	120-120
G	B(sf)/B2(sf)/BB-	$20,338,000	2.375%	4.125%		%	10.00	120-120
H	NR/NR/B	$10,747,000	1.255%	2.870%		%	10.00	120-120
J	NR/NR/NR	$24,576,746	2.870%	0.000%		%	10.00	120-120
R	NR/NR/NR	NAP	NAP	NAP	NAP	NAP	NAP	NAP

When reviewing the table on the cover page of this free writing prospectus and the table above entitled “Certificate Structure Summary” please note the following:

● The certificate principal balances and notional amounts are approximate and on the closing date may vary by up to 5%.  Mortgage loans may be removed from or added to the mortgage pool prior to the closing date within the same maximum permitted variance.  Any reduction or increase in the aggregate principal balance of mortgage loans within these parameters will result in changes to the initial certificate principal balance or notional amount of each class of certificates and to the other statistical data contained in this free writing prospectus.

● The Class A-S, Class B, Class PST and Class C certificates are referred to herein as “exchangeable certificates”.  On the closing date, the upper-tier REMIC of the issuing entity will issue the Class A-S, Class B and Class C trust components (each, a “trust component”), which will have outstanding principal balances on the closing date of $49,239,000, $61,013,000 and $34,253,000, respectively.  The trust components will be held in the grantor trust for the benefit of the holders of the

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Class A-S, Class B, Class PST and Class C certificates.  The Class A-S, Class B, Class PST and Class C certificates will, at all times, represent undivided beneficial ownership interests in a grantor trust that will hold those trust components, and each of the Class A-S, Class B and Class C certificates will, at all times, represent an undivided beneficial ownership interest in a percentage of the outstanding principal balance of the trust component with the same alphabetical class designation.  The Class PST certificates will, at all times, represent an undivided beneficial ownership interest in the remaining percentages of the outstanding principal balances of the Class A-S, Class B and Class C trust components.

● Distributions and allocations of payments and losses with respect to each of the Class A-S, Class B and Class C trust components will be allocated between the Class A-S, Class B or Class C certificates, as applicable, on the one hand, and Class PST certificates, on the other hand, in proportion to the percentages described in the preceding bullet. See “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions” and “MATERIAL FEDERAL INCOME TAX CONSEQUENCES—Tax Classification of the Issuing Entity” in this free writing prospectus.

● The Class PST certificates are exchangeable for the Class A-S, Class B and Class C certificates, and vice versa, in each case in the proportions and in the manner described under “DESCRIPTION OF THE OFFERED CERTIFICATES—Exchangeable Certificates” in this free writing prospectus. See also “RISK FACTORS—Risks Related to the Offered Certificates—The Exchangeable Certificates Are Subject to Additional Risks” in this free writing prospectus.   Following any exchange of Class A-S, Class B and Class C certificates for Class PST Certificates, or vice versa, the percentage interest or interests of the outstanding principal balances of the Class A-S, Class B and Class C trust components that is represented by the Class A-S, Class B, Class PST and Class C certificates will be increased or decreased accordingly.  The maximum principal balance of the Class PST certificates is set forth in the table above and the table on the cover page but is not included in the aggregate certificate principal balance of the certificates set forth on the cover page of this free writing prospectus.  Such amount represents the maximum certificate principal balance of the Class PST certificates that could be issued in an exchange.  The maximum certificate principal balance of  the Class A-S, Class B and Class C certificates is set forth in the table above and the table on the cover page and is included in the aggregate certificate principal balance of the certificates set forth on the cover page of this free writing prospectus.  Each such amount represents the maximum certificate principal balance of such class without giving effect to any exchange.   On the closing date, the certificate principal balances of the Class A-S, Class B, Class PST and Class C certificates will be $[___], $[___], $[___] and $[___], respectively.

● The expected final distribution date for each class of certificates is the date on which that class is expected to be paid in full (or, in the case of the Class X-A or Class X-B certificates, the date on which the related notional amount is reduced to zero), based on the assumptions described in “DESCRIPTION OF THE OFFERED CERTIFICATES—Expected Final Distribution Date; Rated Final Distribution Date” in this free writing prospectus.  The rated final distribution date for each class of rated certificates is August 2046. See “DESCRIPTION OF THE OFFERED CERTIFICATES—Expected Final Distribution Date; Rated Final Distribution Date” in this free writing prospectus.

● Each class of principal balance certificates (other than the Class PST certificates) and each trust component will, at all times, accrue interest at a per annum rate equal to (i) a fixed rate, (ii) a fixed rate subject to a cap equal to 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 (12) 30-day months) or (iii) 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 (12) 30-day months) less a specified percentage, which percentage may be zero.  The Class PST certificates will not have a pass-through rate, but will be entitled to receive the sum of the interest distributable on its percentage interests in the Class A-S, Class B and Class C trust components.  The distribution of interest to the Class PST certificates on the first distribution date is expected to be in an amount that would produce an effective pass-through rate equal to [___]%, which would be equal to the weighted average of the pass-through rates of the Class A-S, Class B and Class C trust components for the first distribution date.  The pass-through rates for the Class A-S certificates and the Class A-S trust component will, at all times, be the same.  The pass-through rates for the Class B certificates and the Class B trust component will, at all times, be the same.  The pass-through rates for the Class C certificates and the Class C trust component will, at all times, be the same.

● Ratings shown are those of Fitch Ratings, Inc., Moody’s Investors Service, Inc. and Morningstar Credit Ratings, LLC.  Certain nationally recognized statistical rating organizations, as such term is defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended, that were not hired by the depositor may use information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, or otherwise to rate the certificates.  There can be no assurance as to what ratings a non-hired nationally recognized statistical rating organization would assign.  See “RISK FACTORS—Risks Related to the Offered Certificates—Ratings of the Offered Certificates Do Not Represent Any Assessment of the Yield to Maturity That a Certificateholder May Experience and Such Ratings May Be Reviewed, Revised, Suspended, Downgraded, Qualified or Withdrawn By the Applicable Rating Agency” and “RATINGS” in this free writing prospectus.

● The percentages indicated under the column “Approximate Initial Credit Support” with respect to the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 certificates represent the approximate initial credit support for the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 certificates in the aggregate. The percentage indicated under the column “Approximate Initial Credit Support” with respect to the Class PST certificates represents the approximate initial credit support for the percentage interest of the Class C trust component represented by the Class PST certificates.

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● The principal window is expressed in months following the closing date and reflects the period during which distributions of principal would be received under the assumptions set forth in the following sentence.  The expected weighted average life and principal window figures set forth above are based on the following assumptions, among others:  (i) no defaults or subsequent losses on the mortgage loans; (ii) no extensions of maturity dates of mortgage loans that do not have “anticipated repayment dates;” (iii) payment in full on the stated maturity date or, in the case of each mortgage loan having an anticipated repayment date, on the anticipated repayment date; and (iv) no prepayments of the mortgage loans prior to maturity or, in the case of a mortgage loan having an anticipated repayment date, prior to such anticipated repayment date.  See the structuring assumptions set forth under “YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS—Weighted Average Life” in this free writing prospectus.

● None of the Class X-B, Class D, Class E, Class F, Class G, Class H, Class J or Class R certificates are offered pursuant to this free writing prospectus.  We sometimes refer to these certificates collectively as the “privately offered certificates.”

● The Class X-A and Class X-B certificates will not have certificate principal balances and will not be entitled to receive distributions of principal.  Interest will accrue on the Class X-A and Class X-B certificates at their respective pass-through rates based upon their respective notional amounts.  The notional amount of the Class X-A certificates will equal the aggregate principal balance of the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 certificates and the Class A-S trust component, in each case, outstanding from time to time (without regard to any exchange of the Class A-S, Class B and Class C certificates for Class PST certificates).  The notional amount of the Class X-B certificates will be the aggregate principal balance of the Class G, Class H and Class J certificates outstanding from time to time.

● The pass-through rate on the Class X-A certificates will generally be equal to the excess, if any, of (i) 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 (12) 30-day months), over (ii) the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 certificates, the Class A-S trust component (without regard to any exchange of the Class A-S, Class B and Class C certificates for Class PST certificates) as described in this free writing prospectus.  The pass-through rate on the Class X-B certificates will generally be equal to the excess, if any, of (i) 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 (12) 30-day months), over (ii) the weighted average of the pass-through rates of the Class G, Class H and Class J Certificates.

● To the extent applicable, each Class J Certificate is an investment unit consisting of a REMIC regular interest and an undivided beneficial ownership interest, held through the grantor trust that holds, among other things, an interest in certain excess interest in respect of mortgage loans having anticipated repayment dates.

● The Class R certificates will not have a certificate principal balance, notional amount, pass-through rate, rating or rated final distribution date.  The Class R certificates represent the beneficial ownership of the residual interest in each of the three real estate mortgage investment conduits, as further described in this free writing prospectus.  The Class R certificates will not be entitled to distributions of principal or interest.

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Below is certain information regarding the mortgage loans and the mortgaged properties in the entire mortgage pool, as of the cut-off date.  The balances and other numerical information used to calculate various ratios with respect to any loan pairs, A/B whole loans or non-serviced loan combinations and certain other mortgage loans are explained in this free writing prospectus under “DESCRIPTION OF THE MORTGAGE POOL”.  Further information regarding such mortgage loans, the other mortgage loans in the mortgage pool and the related mortgaged properties is described under “DESCRIPTION OF THE MORTGAGE POOL” in this free writing prospectus and in APPENDIX I, APPENDIX II and APPENDIX III to this free writing prospectus.

Mortgage Pool Composition Summary

Characteristics	Mortgage Pool (Approximate)
Initial principal balance(1)	$856,326,747
Number of mortgage loans	38
Number of mortgaged properties	72
Number of balloon mortgage loans(2)	38
Number of full period interest only mortgage loans	0
Number of partial interest only, balloon loans(3)	9
Average cut-off date balance	$22,534,914
Range of cut-off date balances	$1,896,888 to $100,000,000
Weighted average mortgage rate	4.446%
Weighted average original lock-out period (months)	86
Range of remaining terms to maturity (months)	57 to 120
Weighted average remaining term to maturity (months)	108
Weighted average underwritten debt service coverage ratio(4)	1.81x
Weighted average cut-off date loan-to-value ratio(5)	62.6%

(1) Subject to a permitted variance of plus or minus 5.0%.

(2) Excludes mortgage loans that are interest only until maturity.

(3) The partial interest only, balloon loans are also included in the balloon mortgage loan category.

(4) The “debt service coverage ratio” with respect to (a) any mortgage loan that is part of an A/B whole loan, reflects solely the indebtedness evidenced by the mortgage loan included in the issuing entity, without regard to the subordinate B note, (b) any mortgage loan that is part of a loan pair or non-serviced loan combination, reflects the aggregate indebtedness evidenced by both the mortgage loan included in the issuing entity and the companion loan excluded from the issuing entity and (c) any mortgage loan contained in any group of cross-collateralized mortgage loans, is calculated on the basis of the underwritten net cash flow generated by all the mortgaged properties securing such group and the aggregate annual debt service payable under all mortgage loans comprising such group.

(5) The “loan-to-value ratio” with respect to (a) any mortgage loan that is part of an A/B whole loan, is calculated without regard to the subordinate B note and is based solely on the principal balance of the mortgage loan included in the issuing entity; (b) respect to any mortgage loan that is part of a loan pair or non-serviced loan combination, is calculated with regard to the principal balance of both the mortgage loan included in the issuing entity and the companion loan excluded from the issuing entity; and (c) any mortgage loan contained in any group of cross-collateralized mortgage loans, is calculated on the basis of the aggregate cut-off date balance of all mortgage loans comprising such group and the aggregate appraised value of all the mortgaged properties securing such group.

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SUMMARY OF FREE WRITING PROSPECTUS

This summary highlights selected information from this free writing prospectus. It does not contain all of the information you need to consider in making your investment decision. To understand all of the terms of the certificates offered pursuant to this free writing prospectus, which we generally refer to as the “offered certificates”, you should read this entire free writing prospectus and the prospectus attached hereto as Exhibit A carefully.

Title of Certificates

Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11, Commercial Mortgage Pass-Through Certificates, Series 2013-C11.

Relevant Parties and Dates

Sponsors
	Bank of America, National Association	Bank of America, National Association, is an indirect wholly-owned subsidiary of Bank of America Corporation. Bank of America originated and will be the mortgage loan seller with respect to twenty-five (25) mortgage loans, representing approximately 60.0% of the initial pool balance.  All of such mortgage loans were originated by Bank of America, National Association or an affiliate.  Bank of America, National Association is also an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, one of the underwriters.
		See “TRANSACTION PARTIES—The Sponsors, Mortgage Loan Sellers and Originators—Bank of America, National Association” in this free writing prospectus and “BANK OF AMERICA, NATIONAL ASSOCIATION, AS SPONSOR” and “THE MORTGAGE LOAN PROGRAM” in the attached prospectus for more information about this Sponsor, its securitization programs, its solicitation and underwriting criteria used to originate the mortgage loans and its material roles and duties in this securitization.
	Morgan Stanley Mortgage Capital Holdings LLC	Morgan Stanley Mortgage Capital Holdings LLC will be the mortgage loan seller with respect to nine (9) mortgage loans, collectively representing approximately 32.2% of the initial pool balance.  All of such mortgage loans were originated by Morgan Stanley Mortgage Capital Holdings LLC or an affiliate.  Morgan Stanley Mortgage Capital Holdings LLC is an affiliate of Morgan Stanley & Co. LLC, one of the underwriters.
		See “TRANSACTION PARTIES—The Sponsors, Mortgage Loan Sellers and Originators—Morgan Stanley Mortgage Capital Holdings LLC” in this free writing prospectus for more information about this Sponsor, its securitization programs, its solicitation and underwriting criteria used to originate the mortgage loans and its material roles and duties in this securitization.
	CIBC Inc.	CIBC Inc. will be the mortgage loan seller with respect to four (4) mortgage loans, collectively representing approximately 7.8% of the

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	initial pool balance.  All of such mortgage loans were originated by CIBC Inc. or an affiliate.  CIBC Inc. is an affiliate of CIBC World Markets Corp., one of the underwriters.
	See “TRANSACTION PARTIES—The Sponsors, Mortgage Loan Sellers and Originators—CIBC Inc.” in this free writing prospectus for more information about this Sponsor, its securitization program, its underwriting criteria used to originate the mortgage loans and its material roles and duties in this securitization.
Depositor	Banc of America Merrill Lynch Commercial Mortgage Inc.  The Depositor was incorporated in the State of Delaware on December 13, 1995 under the name “NationsLink Funding Corporation” and filed Certificates of Amendment of Certificate of Incorporation changing its name to “Banc of America Commercial Mortgage Inc.” on August 24, 2000 and further changing its name to “Banc of America Merrill Lynch Commercial Mortgage Inc.” on July 1, 2010.  The Depositor is a wholly owned subsidiary of Bank of America, National Association, one of the Sponsors. It is not expected that the Depositor will have any business operations other than offering mortgage pass-through certificates and related activities.
	The Depositor maintains its principal executive office at Bank of America Tower, One Bryant Park, New York, New York 10036. Its telephone number is (980) 388-7451.  See  and “TRANSACTION PARTIES—The Depositor” in this free writing prospectus and “THE DEPOSITOR” in the attached prospectus. Neither the Depositor nor any of its affiliates has insured or guaranteed the offered certificates.
Issuing Entity	The Issuing Entity, Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11, will be a New York common law trust, formed on the closing date of this securitization pursuant to the pooling and servicing agreement.  See “TRANSACTION PARTIES—THE ISSUING ENTITY” in this free writing prospectus.
Trustee	Deutsche Bank Trust Company Americas, a New York banking corporation, will act as trustee of the issuing entity on behalf of the certificateholders.  The corporate trust offices of Deutsche Bank Trust Company Americas are located at 1761 East St. Andrews Place, Santa Ana, California 92705, Attn: Trust Administration – MS1311 and telephone number (714) 247-6000.  Following the transfer of the mortgage loans into the issuing entity, the trustee, on behalf of the issuing entity, will become the mortgagee of record of each mortgage loan transferred to the issuing entity.  In addition, the trustee will be primarily responsible for back-up advancing if the master servicer fails to perform its advancing obligations.  See “TRANSACTION PARTIES—The Trustee” in this free writing prospectus.
Certificate Administrator and Custodian	Wells Fargo Bank, National Association, a national banking association, will act as certificate administrator, certificate registrar and authenticating agent for the certificates and as custodian of the mortgage loan files.  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 are located at Wells Fargo Center, Sixth Street & Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attn:  Morgan Stanley Bank of America Merrill Lynch Trust

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	2013-C11.  The certificate administrator will be primarily responsible for making allocations and distributions to the holders of the certificates.  The certificate administrator will have, or will be responsible for appointing an agent to perform, additional duties with respect to tax administration of the issuing entity.  See “TRANSACTION PARTIES—The Certificate Administrator and Custodian” in this free writing prospectus.
Master Servicer	Wells Fargo Bank, National Association, a national banking association, will act as master servicer with respect to all of the mortgage loans in the issuing entity (other than any non-serviced mortgage loan) and will be primarily responsible for servicing and administering, directly or through sub-servicers (including any primary servicer), the mortgage loans pursuant to the pooling and servicing agreement.  In addition, the master servicer will be the primary party responsible for making principal and interest advances and, other than with respect to any non-serviced mortgage loan, servicing advances under the pooling and servicing agreement.  The principal west coast commercial mortgage master servicing offices of the master servicer are located at 1901 Harrison Street, Oakland, California 94612.  The principal east coast commercial mortgage master servicing offices of the master servicer are located at Duke Energy Center, 550 South Tryon Street, 14th Floor, MAC D1086 120, Charlotte, North Carolina 28202.  See “SERVICING OF THE MORTGAGE LOANS—General,” “TRANSACTION PARTIES—The Master Servicer” and “SERVICING OF THE MORTGAGE LOANS—The Master Servicer” in this free writing prospectus.
	The master servicer’s principal compensation for its servicing activities will be the master servicing fee.  See “Offered Certificates—Distributions—Servicing and Administration Fees” below and “SERVICING OF THE MORTGAGE LOANS—General,” “TRANSACTION PARTIES—The Master Servicer” and “SERVICING OF THE MORTGAGE LOANS—The Master Servicer” in this free writing prospectus.  In addition, the master servicer will be entitled to retain certain borrower paid fees and certain income from investment of certain accounts maintained as part of the issuing entity, as additional servicing compensation.
	The Westfield Countryside loan pair and The Mall at Tuttle Crossing loan pair will be serviced by the master servicer under the pooling and servicing agreement for this securitization.  See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” in this free writing prospectus.  The Southdale Center mortgage loan is a non-serviced mortgage loan that will be serviced by the master servicer under the pooling and servicing agreement for the MSBAM 2013-C10 securitization (currently Midland Loan Services, a Division of PNC Bank, National Association), which is substantially similar to the pooling and servicing agreement for this securitization.  The Marriott Chicago River North Hotel loan pair will initially be serviced by the master servicer under the pooling and servicing agreement for this securitization.  After the securitization of the related pari passu companion loan, the Marriott Chicago River North Hotel mortgage loan (together with its related pari passu companion loan) will be serviced under, and by the master servicer designated in, the pooling and servicing agreement entered into in connection with such

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	securitization, and Wells Fargo Bank, National Association will continue to be the primary servicer with respect to the Marriott Chicago River North Hotel mortgage loan.  However, the master servicer under the pooling and servicing agreement for this securitization will continue to be primarily responsible for making debt service advances with respect to the portion of the Marriott Chicago River North Hotel loan pair included in the issuing entity for this transaction.  If the Marriott Chicago River North Hotel companion loan is securitized, then the master servicer under the pooling and servicing agreement for this securitization will nevertheless be entitled to compensation with respect to the related mortgage loan and such companion loan for the period before the transfer, and its right to indemnification and certain other rights in respect of its servicing activities will survive such transfer.  See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” and “—The Non-Serviced Loan Combinations” and “SERVICING OF THE MORTGAGE LOANS—Additional Matters Relating to the Servicing of the Marriott Chicago River North Hotel Mortgage Loan” in this free writing prospectus.
Special Servicer	Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, will act as special servicer with respect to all of the mortgage loans in the issuing entity (other than any non-serviced mortgage loans) pursuant to the pooling and servicing agreement.  The special servicer will be primarily responsible for making decisions and performing certain servicing functions with respect to such mortgage loans that, in general, are in default or as to which default is imminent.  Midland was selected to be the special servicer at the request of BlackRock Financial Management, Inc. (or one of its affiliates), as agent for one or more managed accounts, which is anticipated to be the initial controlling class holder and that it will appoint itself or one of its affiliates to be the initial controlling class representative. Such managed accounts are expected on the closing date to purchase the Class G, Class H and Class J certificates, see “—Controlling Class Representative” below.  The primary servicing office of Midland Loan Services, a Division of PNC Bank, National Association is located at 10851 Mastin Street, Building 82, Suite 300, Overland Park, Kansas 66210, and its telephone number is (913) 253-9000.  See “SERVICING OF THE MORTGAGE LOANS—General,” and “TRANSACTION PARTIES—The Special Servicer” and “SERVICING OF THE MORTGAGE LOANS—The Special Servicer” in this free writing prospectus.
	Midland Loan Services, a Division of PNC Bank, National Association, the special servicer, is an affiliate of BlackRock Financial Management, Inc.
	Midland Loan Services, a Division of PNC Bank, National Association, which is expected to act as the special servicer, assisted BlackRock Financial Management Inc. with due diligence relating to the mortgage loans to be included in the mortgage pool.
	The special servicer’s principal compensation for its special servicing activities will be the special servicing fee, the workout fee and the liquidation fee.  See “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions—Servicing and Administration Fees” below and “SERVICING OF THE MORTGAGE LOANS—General,”

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“TRANSACTION PARTIES—The Special Servicer” and “SERVICING OF THE MORTGAGE LOANS—The Special Servicer” in this free writing prospectus.  In addition, the special servicer will be entitled to retain certain borrower paid fees and certain income from investment of certain accounts maintained as part of the issuing entity, as additional servicing compensation.
The Southdale Center loan combination is a non-serviced mortgage loan that will be specially serviced by the special servicer under the pooling and servicing agreement for the MSBAM 2013-C10 securitization (currently Midland Loan Services, a Division of PNC Bank, National Association), which is substantially similar to the pooling and servicing agreement for this securitization.
The Westfield Countryside loan pair and The Mall at Tuttle Crossing loan pair will be specially serviced by the special servicer under the pooling and servicing agreement for this securitization.
If necessary, the Marriott Chicago River North Hotel loan pair will initially be specially serviced by the special servicer under the pooling and servicing agreement for this securitization.  After the securitization of the related pari passu companion loan, the Marriott Chicago River North Hotel mortgage loan (together with its related pari passu companion loan) will be serviced under, and (if the circumstances require) specially serviced by the special servicer designated in, the pooling and servicing agreement entered into in connection with such securitization.  See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs,” “—The Non-Serviced Loan Combinations” and “SERVICING OF THE MORTGAGE LOANS—Additional Matters Relating to the Servicing of the Marriott Chicago River North Hotel Mortgage Loan” in this free writing prospectus.
If the Marriott Chicago River North Hotel loan pair becomes specially serviced prior to the securitization of the related pari passu companion loan, the special servicer will be responsible for the servicing and administration of the Marriott Chicago River North Hotel loan pair and will be entitled to compensation as described under the pooling and servicing agreement and the related intercreditor agreement.  If the Marriott Chicago River North Hotel loan pair 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 pair, as well as all surviving indemnity and other rights in respect of such special servicing role.  See “RISK FACTORS—Risks Related to the Offered Certificates—The Servicing of the Marriott Chicago River North Hotel Loan Pair Will Shift to Others” in this free writing prospectus.
The special servicer may be removed, with or without cause, and a successor special servicer appointed, at any time, as follows:
●	with respect to the pool of mortgage loans (but in the case of a mortgage loan that is part of an A/B whole loan or loan pair, subject to the third bullet of this paragraph), during any Subordinate Control Period (as defined below), at the direction of the controlling class representative;

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	●	with respect to the pool of mortgage loans (but in the case of a mortgage loan that is part of an A/B whole loan or loan pair, subject to the third bullet of this paragraph), during any Collective Consultation Period and any Senior Consultation Period (each such term, as defined below), if the holders of at least 25% of the voting rights of the certificates request a vote to replace the special servicer, by the holders of certificates evidencing at least 75% of the voting rights of the certificates; and
	●	in the case of a mortgage loan that is part of an A/B whole loan or loan pair where there is a related B note or serviced companion loan secured by the same mortgaged property but held outside the issuing entity, to the extent provided for in the related intercreditor agreement, the holder of a related B note or serviced companion loan, as applicable (for so long as such holder is the directing holder in respect of such A/B whole loan or loan pair, as applicable), may, without cause, replace the special servicer for the related A/B whole loan or loan pair.
	See “SERVICING OF THE MORTGAGE LOANS—The Special Servicer—Replacement of the Special Servicer Without Cause” and “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” in this free writing prospectus.
	The master servicer will pay the fees of each sub-servicer.  See “TRANSACTION PARTIES—Significant Sub-Servicers” in this free writing prospectus.
Controlling Class Representative	The controlling class representative will be the representative appointed by more than 50% of the controlling class certificateholders (by certificate principal balance), as determined by the certificate registrar from time to time as provided in the pooling and servicing agreement.  A summary of the consent and consultation rights of the controlling class representative, and the limitations thereon, is set forth below.  BlackRock Financial Management, Inc., on behalf of one or more managed funds or accounts, is expected to be the initial controlling class representative.
	The “controlling class” means, as of any time of determination, the most subordinate class of “Control Eligible Certificates” then outstanding that has an aggregate certificate principal balance (taking into account the application of any appraisal reductions to notionally reduce the aggregate certificate principal balance of such class) at least equal to 25% of the initial certificate principal balance of such class; provided that if no class of Control Eligible Certificates has an aggregate certificate principal balance (taking into account the application of any appraisal reductions to notionally reduce the aggregate certificate principal balance of such class) at least equal to 25% of the initial aggregate certificate principal balance of such class, then the controlling class will be the most senior class of Control Eligible Certificates.  The controlling class on the closing date will be the Class J certificates.
	The “Control Eligible Certificates” will be the Class G, Class H and Class J certificates.  No other class of certificates will be eligible to act as the controlling class or appoint a controlling class representative.

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A “Subordinate Control Period” means any period when the aggregate certificate principal balance of the Class G certificates (taking into account the application of appraisal reductions to notionally reduce the aggregate certificate principal balance of such class) is at least 25% of the initial aggregate certificate principal balance of the Class G certificates.

A “Collective Consultation Period” means any period when both (i) the aggregate certificate principal balance of the Class G certificates (taking into account the application of appraisal reductions to notionally reduce the aggregate certificate principal balance of such class) is less than 25% of the initial aggregate certificate principal balance of the Class G certificates and (ii) the aggregate certificate principal balance of the Class G certificates (without regard to any appraisal reductions allocable to such class) is at least 25% of the initial aggregate certificate principal balance of the Class G certificates.

A “Senior Consultation Period” means any period when the aggregate certificate principal balance of the Class G certificates (without regard to any appraisal reductions allocable to such class) is less than 25% of the initial aggregate certificate principal balance of the Class G certificates.

During any Subordinate Control Period, the controlling class representative will have certain consent and consultation rights under the pooling and servicing agreement with respect to certain major decisions and other matters.

During any Collective Consultation Period and any Senior Consultation Period, the controlling class representative will not have any consent rights.  However, during any Collective Consultation Period, the controlling class representative will have non-binding consultation rights with respect to certain major decisions and other matters in accordance with the pooling and servicing agreement.

During any Senior Consultation Period, the controlling class representative will not have any consent or consultation rights, except with respect to any such rights that are expressly operative during such period pursuant to the pooling and servicing agreement.  See “SERVICING OF THE MORTGAGE LOANS—The Controlling Class Representative” in this free writing prospectus.

If any mortgage loan is part of an A/B whole loan or loan pair, the controlling class representative’s consent and/or consultation rights with respect thereto will be limited as further described in this free writing prospectus.  The existence of a Subordinate Control Period, Collective Consultation Period or Senior Consultation Period will not limit the control and/or consultation rights of the holder of any related B note or companion loan.  See “—Directing Holders” below, and “RISK FACTORS—Risks Related to the Offered Certificates—Realization on a Mortgage Loan That Is Part of an A/B Whole Loan or Loan Pair May Be Adversely Affected by the Rights of the Related Directing Holder” and “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” in this free writing prospectus.

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The controlling class representative will have certain approval rights and rights to direct and consult with the special servicer as described under “SERVICING OF THE MORTGAGE LOANS—The Controlling Class Representative” in this free writing prospectus.  For instance, during a Subordinate Control Period, the controlling class representative may direct the special servicer to take actions that conflict with and adversely affect the interests of holders of certain classes of certificates.

In connection with the servicing of the mortgage loans, the special servicer may, at the direction of the controlling class representative or a directing holder, as applicable, take actions with respect to the mortgage loans (other than any non-serviced mortgage loan) that could adversely affect the holders of some of the classes of certificates.  Additionally, the special servicer may be removed without cause by the controlling class representative (during a Subordinate Control Period), or with respect to a mortgage loan that is part of an A/B whole loan or loan pair, by the related directing holder.  As a result of these rights, the controlling class representative and any directing holder may have interests in conflict with those of the other certificateholders.  See “RISK FACTORS—Risks Related to Conflicts of Interest—Conflicts of Interest of the Controlling Class Representative; Rights of the Controlling Class Representative Could Adversely Affect Your Investment” and “—Conflicts of Interest of the Directing Holders; Rights of the Directing Holders Could Adversely Affect Your Investment” in this free writing prospectus.

The controlling class representative may have interests that differ from or are in conflict with those of other certificateholders and its decisions may not be in the best interest of or may be adverse to other certificateholders.

The anticipated initial investor in the Control Eligible Certificates (referred to herein as the “B-piece buyer”) may act as, or appoint, the controlling class representative.  The B-piece buyer 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 may have been given the opportunity to request the removal or re-sizing of, or the modification of certain features of, some or all of the mortgage loans.  We cannot assure you that you or another investor would make the same requests to modify the original pool as the B-piece buyer, or that the final mortgage pool, to the extent 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.  The B-piece buyer performed any such due diligence for its own benefit and has no obligation or duty to anyone else.  You should not take the B-piece buyer’s acceptance of any mortgage loan as an endorsement of that mortgage loan or its quality.  See “RISK FACTORS—Risks Related to Conflicts of Interest—Conflicts in the Selection of the Underlying Mortgage Loans” in this free writing prospectus.

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	For additional information regarding the controlling class representative, see “SERVICING OF THE MORTGAGE LOANS—The Controlling Class Representative” in this free writing prospectus.
Trust Advisor	Situs Holdings, LLC, a Delaware limited liability company, will act as the trust advisor.  The trust advisor will be required to promptly review all information available to certain privileged persons on the certificate administrator’s website related to any specially serviced mortgage loan or REO property and each asset status report with respect to specially serviced mortgage loans (provided that during any Subordinate Control Period, the trust advisor may only review final asset status reports).
	During any Collective Consultation Period and any Senior Consultation Period, within sixty (60) days after the end of each calendar year during which any mortgage loan was a specially serviced mortgage loan or any mortgaged property was an REO property, the trust advisor will be required to meet with representatives of the special servicer to review certain operational practices of the special servicer related to specially serviced mortgage loans and REO properties.
	In addition, during any Collective Consultation Period and any Senior Consultation Period, based on (i) the trust advisor’s annual meeting with the special servicer and (ii) the trust advisor’s review of any asset status reports and other information delivered to the trust advisor by the special servicer and any other information available to certain privileged persons on the certificate administrator’s website, the trust advisor will be required to prepare an annual report to be provided to the certificate administrator (and to be 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 during the prior calendar year on a platform-level basis with respect to the resolution and liquidation of specially serviced mortgage loans and REO properties.  No such annual report will be required to be prepared or delivered with respect to any calendar year during which no annual meeting has occurred or any calendar year during which no asset status reports have been prepared in connection with a specially serviced mortgage loan or REO property.
	Furthermore, during any Collective Consultation Period and any Senior Consultation Period, the special servicer will be required to consult (on a non-binding basis) with the trust advisor in connection with certain major decisions involving any mortgage loan, A/B whole loan, loan pair or any related REO property to the extent described in this free writing prospectus and as set forth in the pooling and servicing agreement; provided that, with respect to matters relating to any A/B whole loan or loan pair, the special servicer will only be required to consult with the trust advisor with regard to such matters if the holder of the related B note or serviced companion loan, as applicable, is not (or is no  longer) the directing holder with respect to such A/B whole loan or loan pair pursuant to the terms of the applicable intercreditor agreement.
	During any Subordinate Control Period, there will be no annual meeting between the trust advisor and  the special servicer or any annual report prepared by the trust advisor, the trust advisor will not have the right or obligation to consult with regard to any particular servicing actions and the trust advisor will not distribute any report

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based on any review of the special servicer’s actions or otherwise opine on the actions of the special servicer with respect to any transaction.  In no event will the trust advisor have any consent right with respect to any particular servicing actions.

Notwithstanding the foregoing, the Trust Advisor will have no role or obligation with respect to any non-serviced mortgage loan or the Marriott Chicago River North Hotel mortgage loan.

The trust advisor will be subject to confidentiality and other limitations described in this free writing prospectus and set forth in the pooling and servicing agreement.

If the holders of at least 25% of the voting rights of the certificates request a vote to terminate and/or replace the trust advisor, then the holders of at least 75% of the voting rights of the certificates may vote to either (i) terminate all rights and obligations of the trust advisor under the pooling and servicing agreement and replace the trust advisor, or (ii) terminate all rights and obligations of the trust advisor under the pooling and servicing agreement and not appoint a replacement trust advisor, in which case all references to trust advisor in the pooling and servicing agreement will be of no force and effect; provided that if the holders of at least 25% of the voting rights of the certificates subsequently request a vote to reinstate the role of trust advisor and appoint a new trust advisor under the pooling and servicing agreement, and the holders of at least 75% of the voting rights of the certificates vote in favor of such appointment, then a new trust advisor will be appointed and references to trust advisor in the pooling and servicing agreement will again be applicable.  During any Subordinate Control Period and any Collective Consultation Period, the controlling class representative will have the right to consent, such consent not to be unreasonably withheld, to any replacement trust advisor; provided that such consent will be deemed granted if no objection is made within ten (10) business days following the controlling class representative’s receipt of the request for consent.  Any such consent will be required to be solicited from the controlling class representative before any related vote.  See “SERVICING OF THE MORTGAGE LOANS—The Trust Advisor—Termination of the Trust Advisor Without Cause” in this free writing prospectus.

In addition, during any Senior Consultation Period, if the trust 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 trust advisor may recommend the replacement of the special servicer to the trustee.  See “SERVICING OF THE MORTGAGE LOANS—The Special Servicer—Replacement of the Special Servicer Without Cause” in this free writing prospectus.

The trust advisor may have interests that are in conflict with those of certificateholders and its advice and consultations may not be in the best interest of certificateholders.  See “RISK FACTORS—Risks Related to Conflicts of Interest—Conflicts of Interest of the Trust Advisor” in this free writing prospectus.

For additional information regarding the responsibilities of the trust advisor and regarding the trust advisor itself, see “SERVICING OF

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	THE MORTGAGE LOANS—The Trust Advisor” and “Transaction Parties—The Trust Advisor” in this free writing prospectus.
Directing Holders	If a mortgage loan is part of an A/B whole loan, then as of the closing date the holder of the related B note, which B note will be held outside the issuing entity, will be the A/B whole loan directing holder as and to the extent described under “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs.”  If a mortgage loan is part of a loan pair, then the holder of the related pari passu serviced companion loan, which serviced companion loan will be held outside the issuing entity, may be the loan pair directing holder if and to the extent set forth in the related intercreditor agreement.  For so long as the holder of each B note or serviced companion loan is the related A/B whole loan directing holder or loan pair directing holder, as applicable, pursuant to the terms of the related intercreditor agreement, such holder will have broad consent and/or consultation rights with respect to the related A/B whole loan or loan pair and may have the right to replace the special servicer with respect to the related mortgage loan.
	The rights of an A/B whole loan directing holder or a loan pair directing holder will be unaffected by the existence of any Subordinate Control Period, Collective Consultation Period or Senior Consultation Period.
	See “RISK FACTORS—Risks Related to the Offered Certificates—Realization on a Mortgage Loan That Is Part of an A/B Whole Loan or Loan Pair May Be Adversely Affected by the Rights of the Related Directing Holder” and “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” in this free writing prospectus.
	No A/B whole loan directing holder or loan pair directing holder will be a party to the pooling and servicing agreement, but its rights may affect the servicing of the related mortgage loan.  Further, a directing holder may have interests that are in conflict with those of certificateholders and its decisions may not be in the best interest of certificateholders.  See “SERVICING OF THE MORTGAGE LOANS” and “RISK FACTORS—Risks Related to Conflicts of Interest—Conflicts of Interest of the Directing Holders; Rights of the Directing Holders Could Adversely Affect Your Investment” in this free writing prospectus.
	The mortgaged property identified on APPENDIX I to this free writing prospectus as Westfield Countryside, securing a mortgage loan representing approximately 11.7% of the initial pool balance, also secures a serviced companion loan, which had an aggregate original outstanding principal balance as of the cut-off date of $55,000,000.  The Westfield Countryside mortgage loan is pari passu in right of payment with such serviced companion loan, and the holder of such serviced companion loan will at no time act as directing holder with respect to the related mortgage loan.  However, such serviced companion loan holder will have certain consultation rights with respect to the servicing of the Westfield Countryside mortgage loan and will have the right to require the replacement of the special servicer for the Westfield Countryside loan pair after a servicer termination event with respect to the special servicer.  See “DESCRIPTION OF THE

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MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs—The Westfield Countryside Loan Pair—The Westfield Countryside Intercreditor Agreement—Certain Rights of the Westfield Countryside Non-Controlling Note Holder.”

The mortgaged property identified on APPENDIX I to this free writing prospectus as The Mall at Tuttle Crossing, securing a mortgage loan representing approximately 11.1% of the initial pool balance, also secures a serviced companion loan, which had an aggregate original outstanding principal balance as of the cut-off date of $30,000,000.  The Mall at Tuttle Crossing mortgage loan is pari passu in right of payment with such serviced companion loan, and the holder of such serviced companion loan will at no time act as directing holder with respect to the related mortgage loan.  However, such serviced companion loan holder will have certain consultation rights with respect to the servicing of The Mall at Tuttle Crossing mortgage loan and will have the right to require the replacement of the special servicer for The Mall at Tuttle Crossing loan pair after a servicer termination event with respect to the special servicer.  See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs—The Mall at Tuttle Crossing Loan Pair—The Mall at Tuttle Crossing Intercreditor Agreement—Certain Rights of The Mall at Tuttle Crossing Non-Controlling Note Holder.”

The mortgaged property identified on APPENDIX I to this free writing prospectus as Southdale Center, securing a mortgage loan representing approximately 6.4% of the initial pool balance, also secures a non-serviced companion loan, which had an aggregate original outstanding principal balance as of the cut-off date of $100,000,000  The Southdale Center mortgage loan is a non-serviced mortgage loan that is pari passu in right of payment with such non-serviced companion loan, and the holder of such non-serviced companion loan will at all times act as directing holder with respect to the related mortgage loan.  However, the holder of the Southdale Center mortgage loan has certain consultation rights with respect to the servicing of the Southdale Center mortgage loan and the right to require the replacement of the special servicer for the Southdale Center non-serviced companion loan and the Southdale Center mortgage loan after a servicer termination event with respect to the special servicer for such loan.  See “DESCRIPTION OF THE MORTGAGE POOL—The Non-Serviced Loan Combinations—The Southdale Center Non-Serviced Loan Combination—The Southdale Center Intercreditor Agreement—Certain Rights of the Southdale Center Non-Controlling Note Holder.”

The mortgaged property identified on APPENDIX I to this free writing prospectus as the Marriott Chicago River North Hotel, securing a mortgage loan representing approximately 6.4% of the initial pool balance, also secures a related pari passu companion loan, which had an outstanding principal balance as of the cut-off date of $65,000,000.  The Marriott Chicago River North Hotel mortgage loan is a mortgage loan that is pari passu in right of payment with such related companion loan, and the holder of such companion loan will at all times act as directing holder with respect to the related loan pair (or, following the securitization of such companion loan, the related non-serviced loan combination).  However, the holder of the Marriott Chicago River North Hotel mortgage loan will have certain consultation rights with

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	respect to the servicing of the Marriott Chicago River North Hotel mortgage loan and the right to require the replacement of the special servicer for the Marriott Chicago River North Hotel loan pair (or, following the securitization of such companion loan, the related non-serviced loan combination) after a servicer termination event with respect to the applicable special servicer.  See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs—The Marriott Chicago River North Hotel Loan Pair—The Marriott Chicago River North Hotel Intercreditor Agreement—Consultation and Control” and “—Appointment of Special Servicer.”
Certain Relationships and Affiliations	Bank of America, National Association and its affiliates have several roles in this transaction.  Bank of America, National Association is a Sponsor and the parent of the Depositor.  Bank of America, National Association originated or acquired certain of the mortgage loans and will be selling them to the Depositor.  Bank of America, National Association is also an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, an underwriter for the offering of the certificates. Bank of America, National Association or its affiliates may also provide financing to the originator of the mortgage loans.  Bank of America, National Association, the Depositor and their affiliates may also have other investment banking or commercial banking relationships with borrowers, originators, servicers, trustees, certificate administrators, REMIC administrators and other transaction parties.
	Morgan Stanley Mortgage Holdings LLC and its affiliates have several roles in this transaction. Morgan Stanley Mortgage Capital Holdings LLC, one of the sponsors, mortgage loan sellers and originators, is an affiliate of Morgan Stanley & Co. LLC, one of the underwriters for the offering of the certificates.  Morgan Stanley Mortgage Capital Holdings LLC or its affiliates may also have other investment banking or commercial banking relationships with borrowers, originators, servicers, trustees, certificate administrators, REMIC administrators and other transaction parties.
	CIBC Inc., a mortgage loan seller, an originator and a sponsor, is an affiliate of CIBC World Markets Corp., one of the underwriters for the offering of the certificates.  CIBC Inc. or its affiliates may also have other investment banking or commercial banking relationships with borrowers, originators, servicers, trustees, certificate administrators, REMIC administrators and other transaction parties.
	Wells Fargo Bank, National Association, the master servicer, is also the certificate administrator, certificate registrar and the custodian. Wells Fargo Bank, National Association, will acquire the right to master service the mortgage loans (other than any non-serviced mortgage loans) sold to the Depositor by the mortgage loan sellers pursuant to a servicing rights purchase agreement or an agreement to appointment of master servicer entered into on the closing date.
	In addition, Bank of America, National Association, as mortgage loan seller, delegated certain portions of its underwriting and origination functions to an affiliate of Situs Holdings, LLC, including with respect to certain mortgage loans in the mortgage pool, pursuant to a program of agreed-upon underwriting procedures, including the preparation of

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analyses required by such procedures, subject to the oversight and ultimate review and approval by Bank of America, National Association.

Midland Loan Services, a Division of PNC Bank, National Association, the special servicer, is an affiliate of BlackRock Financial Management, Inc.  BlackRock Financial Management, Inc., on behalf of one or more managed funds or accounts, is expected to be the initial controlling class representative.

Midland Loan Services, a Division of PNC Bank, National Association, which is expected to act as the special servicer, assisted BlackRock Financial Management, Inc. with due diligence relating to the mortgage loans to be included in the mortgage pool.

Pursuant to an interim servicing agreement between Morgan Stanley Mortgage Capital Holdings LLC and certain of its affiliates, on the one hand, and Wells Fargo Bank, National Association, on the other hand, Wells Fargo Bank, National Association acts as interim servicer with respect to certain of the mortgage loans owned from time to time by Morgan Stanley Mortgage Capital Holdings LLC and those affiliates thereof, including, prior to their inclusion in the issuing entity, six (6) of the mortgage loans to be contributed to this securitization by Morgan Stanley Mortgage Capital Holdings LLC, representing approximately 28.1% of the initial pool balance.

Bank of America, National Association is a party to a custodial agreement with Wells Fargo Bank, National Association (the master servicer, certificate administrator and custodian for this transaction), pursuant to which Wells Fargo Bank, National Association acts as interim custodian with respect to the mortgage loan files for the mortgage loans Bank of America, National Association is selling to the depositor for this securitization.

CIBC Inc. is a party to a custodial agreement with Wells Fargo Bank, National Association (the master servicer, certificate administrator and custodian for this transaction), pursuant to which Wells Fargo Bank, National Association acts as interim custodian with respect to the mortgage loan files for the mortgage loans CIBC Inc. is selling to the depositor for this securitization.

With respect to the mortgage loan secured by the mortgaged property identified on APPENDIX I to this free writing prospectus as Westfield Countryside, representing approximately 11.7% of the initial pool balance, Morgan Stanley Mortgage Capital Holdings LLC, will, as of the closing date, hold the related pari passu companion loan.

With respect to the mortgage loan secured by the mortgaged property identified on APPENDIX I to this free writing prospectus as Marriott Chicago River North Hotel, representing approximately 6.4% of the initial pool balance, Bank of America, National Association, will, as of the closing date, hold the related pari passu companion loan.

These roles and the other potential relationships may give rise to conflicts of interest as further described in this free writing prospectus under “RISK FACTORS—Risks Related to the Offered Certificates—Transaction Party Roles and Relationships Create Potential Conflicts of

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	Interest”. There are no additional relationships, agreements or arrangements outside of this transaction among the affiliated parties that are material to an understanding of the offered certificates.
Sponsors	Bank of America, National Association, a national banking association, Morgan Stanley Mortgage Capital Holdings LLC, a New York limited liability company, and CIBC Inc., a Delaware corporation, are the sponsors of this transaction.  As sponsors, Bank of America, National Association, Morgan Stanley Mortgage Capital Holdings LLC and CIBC Inc. organized and initiated the issuance of the certificates and will sell mortgage loans to the depositor.  The depositor will transfer the mortgage loans to the issuing entity, and the issuing entity will then issue the certificates.  See “TRANSACTION PARTIES—The Sponsors, Mortgage Loan Sellers and Originators” in this free writing prospectus.  See also “BANK OF AMERICA, NATIONAL ASSOCIATION, AS SPONSOR” in the attached prospectus.
Mortgage Loan Sellers	Bank of America, National Association will sell us twenty-five (25) mortgage loans, representing approximately 60.0% of the initial pool balance.  Morgan Stanley Mortgage Capital Holdings LLC will sell us nine (9) mortgage loans, representing approximately 32.2% of the initial pool balance.  CIBC Inc. will sell us four (4) mortgage loans, representing approximately 7.8% of the initial pool balance.  See “TRANSACTION PARTIES—The Sponsors, Mortgage Loan Sellers and Originators” in this free writing prospectus.
Originators	Each mortgage loan seller or its affiliate originated the mortgage loans as to which it is acting as mortgage loan seller.  See “TRANSACTION PARTIES—The Sponsors, Mortgage Loan Sellers and Originators” in this free writing prospectus.
Conflicts of Interest	The relationships between the parties to this transaction and the activities of those parties or their affiliates and the relationships between certain other parties may give rise to certain conflicts of interest.  These conflicts of interests may arise from, among other things, the following relationships and activities:
	●	the relationships, including financial dealings, of the sponsors, the underwriters, the master servicer, a sub-servicer, the special servicer, the trust advisor or any of their respective affiliates, especially if the master servicer, a sub-servicer, the special servicer, the trust advisor or any of their respective affiliates holds certificates, B notes or serviced companion loans, or has financial interests in or other financial dealings with a borrower or a property sponsor;
	●	the broker-dealer activities of the underwriters and their respective affiliates, including investing or taking long or short positions in the offered certificates and rendering services to, and engaging in transactions with, the borrowers, the property sponsors and their respective affiliates;
	●	the obligation of the special servicer to take actions at the direction of the controlling class representative and any directing holder;

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	●	the ownership of any certificates, B notes or serviced companion loans by the depositor, mortgage loan sellers, underwriters, master servicer, special servicer, trust advisor or any of their affiliates;
	●	the relationships between the managers of the mortgaged properties and the borrowers, particularly because a substantial number of mortgaged properties are managed by property managers affiliated with the respective borrowers;
	●	the consent and/or consultation rights of the controlling class representative, the trust advisor and any directing holder to certain actions taken by the special servicer;
	●	any opportunity of the B-piece buyer to request the removal, re-sizing or modification of or other changes to the features of some or all of the mortgage loans; and
	●	the activities of the master servicer, a sub-servicer, the special servicer, the trust advisor, the mortgage loan sellers or any of their affiliates in connection with any other transaction.
	With respect to any non-serviced mortgage loan, the related master servicer, special servicer and any other entity party to the securitization of the related non-serviced companion loan will have similar conflicts of interest, particularly if such entity owns certificates issued pursuant to such securitization.
	See “RISK FACTORS—Risks Related to Conflicts of Interest” in this free writing prospectus.
Significant Obligors	The mortgaged properties identified on APPENDIX I to this free writing prospectus as Westfield Countryside and The Mall at Tuttle Crossing, which secure approximately 11.7% and 11.1%, respectively, of the initial pool balance, each constitute a “significant obligor” of the trust within the meaning given that term in Regulation AB under the Securities Act of 1933, as amended. See “DESCRIPTION OF THE MORTGAGE POOL—Material Terms and Characteristics of the Mortgage Loans—Significant Obligors” in this free writing prospectus.
Underwriters	Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and CIBC World Markets Corp. will act as underwriters with respect to the offered certificates.
Cut-off Date	August 1, 2013.  For purposes of the information contained in this free writing prospectus (including the appendices to this free writing prospectus), scheduled payments due in August 2013 with respect to mortgage loans not having payment dates on the first day of each month have been deemed received on August 1, 2013, not the actual day or days on which such scheduled payments were due.
Record Date	With respect to each class of offered certificates and each distribution date, the last business day of the calendar month immediately preceding the month in which such distribution date occurs.
Closing Date	August 15, 2013.

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Distribution Date	The 4th business day after the related determination date, commencing in September 2013.  The first distribution date with respect to the offered certificates will occur in September 2013.
Determination Date	The 11th calendar day of each month in which the related distribution date occurs, or if such 11th day is not a business day, then the next succeeding business day, commencing in September 2013.
Collection Period	Amounts available for payment on the certificates on any distribution date will depend on the payments and other collections received, and any advances of payments due, on or with respect to the mortgage loans during the related collection period.  Each collection period:
	●	will relate to a particular distribution date;
	●	will be approximately one month long;
	●	will begin when the prior collection period ends or, in the case of the first collection period, will begin on the day following the cut-off date; and
	●	will end at the close of business on the determination date immediately preceding the related distribution date.
Interest Accrual Period	The amount of interest payable with respect to the certificates on any distribution date will be a function of the interest accrued during the related interest accrual period.  The interest accrual period for the certificates will be the calendar month immediately preceding the month in which that distribution date occurs.
Expected Final Distribution Dates	Class A-1		May 2018
	Class A-2		August 2018
	Class A-AB		April 2023
	Class A-3		May 2023
	Class A-4		July 2023
	Class X-A		July 2023
	Class A-S		July 2023
	Class B		July 2023
	Class PST		July 2023
	Class C		July 2023
	The expected final distribution date for each class of offered certificates is the date on which that class is expected to be paid in full (or, in the case of the Class X-A certificates, the date on which the related notional amount is reduced to zero), assuming no delinquencies, losses, modifications, extensions of maturity dates, repurchases or prepayments of the mortgage loans after the initial issuance of the certificates and according to the structuring assumptions described under “YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS—Weighted Average Life” in this free writing prospectus.  Any mortgage loans with anticipated repayment dates are assumed to repay in full on those dates.  The actual final distribution date for any class of offered certificates may be earlier or later (and could be substantially later) than the expected final distribution date.

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Rated Final Distribution Date	As to each class of offered certificates, the distribution date in August 2046.
Transaction Overview	On the closing date of this securitization, each mortgage loan seller will sell its mortgage loans to the depositor, which will in turn deposit them into a common law trust. The trust, which is the issuing entity, will be formed by a pooling and servicing agreement, to be dated as of the cut-off date, among the depositor, the master servicer, the special servicer, the trustee and the certificate administrator. The master servicer will service the mortgage loans (other than any non-serviced mortgage loans) in accordance with the pooling and servicing agreement and provide the information to the certificate administrator necessary for the certificate administrator to calculate distributions and other information regarding the certificates.
	The transfers of the mortgage loans from the mortgage loan sellers to the depositor to the issuing entity in exchange for the certificates are illustrated below:
	On or before the closing date, each mortgage loan seller will sell all of its mortgage loans, without recourse, to the depositor. In connection with such transfer, each mortgage loan seller will make certain representations and warranties regarding the characteristics of its mortgage loans. As described in more detail later in this free writing prospectus, each mortgage loan seller will be obligated to either cure any material breach of any such representation or warranty made by it or repurchase the affected mortgage loan or, in the period and manner described in this free writing prospectus, substitute a qualified substitute mortgage loan for the affected mortgage loan and pay any substitution shortfall amount. See “DESCRIPTION OF THE MORTGAGE POOL—Sale of the Mortgage Loans”, “—Representations and Warranties” and “—Repurchases and Other Remedies” in this free writing prospectus.
	Each mortgage loan seller will sell each of its mortgage loans without recourse and has no obligations with respect to the holders of the offered certificates other than pursuant to its representations, warranties

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	and repurchase or substitution obligations. The depositor has made no representations or warranties with respect to the mortgage loans and will have no obligation to repurchase or replace mortgage loans with deficient documentation or that are otherwise defective. See “DESCRIPTION OF THE MORTGAGE POOL” and “RISK FACTORS—Risks Related to the Mortgage Loans” in this free writing prospectus and “DESCRIPTION OF THE TRUST FUNDS” and “CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS” in the attached prospectus.
	The master servicer and, if circumstances require, the special servicer will service and administer the mortgage loans (other than any non-serviced mortgage loans) pursuant to the pooling and servicing agreement.  See “SERVICING OF THE MORTGAGE LOANS” in this free writing prospectus and “THE POOLING AND SERVICING AGREEMENTS” in the attached prospectus. The compensation to be received by the master servicer (including certain master servicing fees) and the special servicer (including special servicing fees, liquidation fees and workout fees) for their services is described under “SERVICING OF THE MORTGAGE LOANS” in this free writing prospectus.
The Mortgage Pool	The mortgage pool will consist primarily of thirty-eight (38) mortgage loans secured by commercial, multifamily and manufactured housing mortgaged properties.  Twenty-five (25) of the mortgage loans were originated by Bank of America, National Association or its affiliates.  Nine (9) of the mortgage loans were originated by Morgan Stanley Mortgage Capital Holdings LLC or its affiliates.  Four (4) of the mortgage loans were originated by CIBC Inc. or its affiliates.
	A summary of various characteristics of the mortgage pool follows.  Further information regarding the mortgage loans is contained in this free writing prospectus under “DESCRIPTION OF THE MORTGAGE POOL”, as well as in APPENDIX I, APPENDIX II and APPENDIX III to this free writing prospectus.
A.     General	All numerical information in this free writing prospectus concerning the mortgage loans is approximate.  All weighted average information regarding the mortgage loans reflects the weighting of the mortgage loans based upon their outstanding principal balances as of the cut-off date.  With respect to mortgage loans not having due dates on the first day of each month, scheduled payments due in August 2013 have been deemed received on August 1, 2013.
	When information presented in this free writing prospectus with respect to mortgaged properties is expressed as a percentage of the initial pool balance, the percentages are based upon the cut-off date principal balances of the related mortgage loans or, with respect to an individual property securing a multi-property mortgage loan (other than through cross-collateralization of that mortgage loan with other mortgage loans), the portions of those loan balances allocated to such properties.  The allocated loan amount for each such mortgaged property securing a multi-property mortgage loan is set forth on APPENDIX I to this free writing prospectus.
	With respect to mortgage loans that are cross-collateralized and cross-defaulted with one or more other mortgage loans, the information

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	regarding those mortgage loans is presented as if each of them were secured only by the related mortgaged property identified on APPENDIX I to this free writing prospectus, except that loan-to-value ratio, debt service coverage ratio, debt yield and cut-off date balance per square foot information is presented for a cross-collateralized group on an aggregate basis in the manner described in this free writing prospectus.
	Unless otherwise indicated, with respect to any loan pair or non-serviced loan combination, all loan-to-value ratios, debt service coverage ratios, debt yield calculations and cut-off date per square foot/per unit calculations include the related pari passu companion loan.
	The sum of the numerical data in any column of any table presented in this free writing prospectus may not equal the indicated total due to rounding.  See the “INDEX OF DEFINED TERMS” in this free writing prospectus and APPENDIX I (and its accompanying footnotes) to this free writing prospectus for definitions and other information relating to loan-to-value and debt service coverage ratios and other calculations presented in this free writing prospectus.
B.     Principal Balances	The issuing entity’s primary assets will be thirty-eight (38) mortgage loans with an aggregate principal balance as of the cut-off date (referred to in this free writing prospectus as the “initial pool balance”) of approximately $856,326,747.  It is possible that the aggregate mortgage loan balance will vary by up to 5% on the closing date.  As of the cut-off date, the principal balance of the mortgage loans in the mortgage pool ranged from approximately $1,896,888 to approximately $100,000,000 and the mortgage loans had an approximate average balance of $22,534,914.
C.     Fee Simple/Leasehold	Sixty-five (65) mortgaged properties, securing mortgage loans representing approximately 80.6% of the initial pool balance by allocated loan amount, are each subject to a mortgage, deed of trust or similar security instrument that creates a first mortgage lien on a fee simple estate in the entire related mortgaged property.  Two (2) mortgaged properties, securing mortgage loans representing approximately 9.9% of the initial pool balance by allocated loan amount, are subject to a mortgage, deed of trust or similar security instrument that creates a first mortgage lien on a fee interest in a portion of the related mortgaged property and a leasehold interest in the remaining portion of the related mortgaged property.  Five (5) mortgaged properties, securing mortgage loans representing approximately 9.5% of the initial pool balance by allocated loan amount, are subject to a mortgage, deed of trust or similar security instrument that creates a first mortgage lien solely on a leasehold interest with respect to the related mortgaged property.

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D.     Property Type Set forth below are the number of mortgaged properties, and the approximate percentage of the initial pool balance secured by such mortgaged properties, operated for each indicated purpose:

Property Type(1)
Property Type	Number of Mortgaged Properties	Aggregate Cut-off Date Balance	% of Initial Pool Balance
Retail	8	$276,938,428	32.3%
Hospitality	11	$210,631,766	24.6%
Office	3	$114,700,000	13.4%
Multifamily	6	$79,777,616	9.3%
Manufactured Housing	35	$64,628,263	7.5%
Industrial	2	$46,154,101	5.4%
Mixed Use	1	$43,500,000	5.1%
Self Storage	6	$19,996,573	2.3%
Total	72	$856,326,747	100%

(1) Because this table represents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (generally allocating the mortgage loan principal amount to each of those mortgaged properties by appraised values of the mortgaged properties if not otherwise specified in the related note or loan agreement). Those amounts are set forth in APPENDIX I to this free writing prospectus.

E.     Property Location Set forth below are the number of mortgaged properties, and the approximate percentage of the initial pool balance secured by such mortgaged properties, located in the states with concentrations over 5.0% of the initial pool balance:

Geographic Concentration(1)
State	Number of Mortgaged Properties	Aggregate Cut-off Date Balance	% of Initial Pool Balance
Florida	7	$176,303,790	20.6%
California	5	$108,169,490	12.6%
Ohio	2	$102,721,611	12.0%
Connecticut	1	$85,000,000	9.9%
Minnesota	6	$63,339,839	7.4%
New York	2	$60,106,816	7.0%
Illinois	1	$55,000,000	6.4%
Wisconsin	28	$53,756,508	6.3%
New Jersey	1	$43,500,000	5.1%

(1)

Because this table represents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (generally allocating the mortgage loan principal amount to each of those mortgaged properties by appraised values of the mortgaged properties if not otherwise specified in the related note or loan agreement). Those amounts are set forth in APPENDIX I to this free writing prospectus.

The remaining mortgaged properties are located throughout eight (8) other states with no more than 5.0% of the initial pool balance secured by mortgaged properties located in any such other state.

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F.     Other Mortgage Loan Features	As of the cut-off date, the mortgage loans had the following characteristics:
	●	The most recent scheduled payment of principal and interest on any mortgage loan was not thirty (30) days or more past due, and no mortgage loan had been thirty (30) days or more past due in the twelve-month period immediately preceding the cut-off date.
	●	Three (3) groups of mortgage loans, representing approximately 30% of the initial pool balance, were made to the same borrower or to borrowers that are affiliated with one another through partial or complete direct or indirect common ownership and, in general, have related mortgaged properties that are commonly managed.  None of these groups of mortgage loans are cross-collateralized and cross-defaulted.  See APPENDIX I to this free writing prospectus.
	●	Two (2) mortgaged properties, securing mortgage loans representing approximately 1.3% of the initial pool balance by allocated loan amount, are each 100% leased to a single tenant.
	●	All of the mortgage loans bear interest at fixed rates.
	●	Fixed periodic payments on the mortgage loans are generally determined assuming interest is calculated on a 30/360 basis, but interest actually accrues and is applied on certain mortgage loans on an actual/360 basis.  Accordingly, there will be less amortization of the principal balance during the term of these mortgage loans, resulting in a higher final payment on these mortgage loans.
	●	No mortgage loan permits negative amortization or the deferral of accrued interest (except excess interest that would accrue in the case of any mortgage loan having an anticipated repayment date after the applicable anticipated repayment date for the related mortgage loan).
G.     Balloon Loans/ARD Loans	Thirty-eight (38) of the mortgage loans, representing 100.0% of the initial pool balance, are “balloon loans”.  Such mortgage loans provide for monthly payments of principal based on amortization schedules significantly longer than the remaining terms of such mortgage loans, thereby leaving substantial principal amounts due and payable with corresponding interest payments, on their respective maturity dates, unless prepaid prior thereto.  For purposes of this free writing prospectus, we consider a mortgage loan to be a “balloon loan” if its principal balance is not scheduled to be fully or substantially amortized by the mortgage loan’s stated maturity date or anticipated repayment date, as applicable.
	None of the mortgage loans are “ARD Loans” that have anticipated repayment dates and provide for an increase in the mortgage rate and/or principal amortization at a specified date prior to maturity.
H.     Interest Only Loans	As of the cut-off date, none of the mortgage loans provide for monthly payments of interest only for their entire term.  In addition, as of the cut-off date, nine (9) mortgage loans representing approximately 46.5%

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	of the initial pool balance, currently provide for monthly payments of interest only for a portion of their respective terms and then provide for the monthly payment of principal and interest over their respective remaining terms.
I.     Prepayment/Defeasance/ Property Release Provisions	As of the cut-off date, each of the mortgage loans restricted voluntary principal prepayments in one of the following ways:
	●	Thirty-two (32) mortgage loans, representing approximately 79.4% of the initial pool balance, prohibit voluntary principal prepayments during a prepayment lock-out period but permit the related borrower, after an initial period of at least two (2) years following the date of issuance of the certificates, to defease the mortgage loan by pledging to the issuing entity “government securities” as defined in the Investment Company Act of 1940, which may be subject to rating agency approval, and to thereby obtain the release of the mortgaged property from the lien of the mortgage.
	●	Three (3) mortgage loans, representing approximately 4.0% of the initial pool balance, prohibit voluntary principal prepayments during a prepayment lock-out period, and following such period, permit voluntary principal prepayments if accompanied by a prepayment premium calculated as the greater of a yield maintenance formula and a specified percentage of the amount prepaid as set forth on APPENDIX I to this free writing prospectus.
	●	Three (3) mortgage loans, representing approximately 16.6% of the initial pool balance, prohibits voluntary principal prepayments during a prepayment lock-out period of at least two (2) years following the date of issuance of the certificates, and after such initial lock-out period (i) permits the related borrower to defease the related mortgage loan by pledging to the issuing entity “government securities” as defined in the Investment Company Act of 1940, which may be subject to rating agency approval, and to thereby obtain the release of the mortgaged property from the lien of the mortgage and (ii) permits voluntary principal prepayments if accompanied by a prepayment premium calculated as the greater of a yield maintenance formula and a specified percentage of the amount prepaid as set forth on APPENDIX I to this free writing prospectus.
	In addition to the above, the mortgage loans generally (i) permit prepayment at any time in connection with casualty or condemnation and certain other matters without payment of a prepayment premium or yield maintenance charge and (ii) provide for a specified period commencing prior to and including the maturity date or the anticipated repayment date during which the related borrower may prepay the mortgage loan without payment of a prepayment premium or yield maintenance charge. See “DESCRIPTION OF THE MORTGAGE POOL—Material Terms and Characteristics of the Mortgage Loans—Prepayment Provisions” and “—Material Terms and Characteristics of the Mortgage Loans—Defeasance Loans” in this free writing prospectus. See also APPENDIX I to this free writing prospectus for

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more details concerning certain of the foregoing provisions including the method of calculation of any prepayment premium or yield maintenance charge, which will vary for any mortgage loan.
Certain of the mortgage loans also provide for releases of portions of the related real estate collateral in connection with a partial prepayment or partial defeasance as described below:
●	Four (4) mortgage loans, representing approximately 7.2% of the initial pool balance, allow the release of a portion of the real estate collateral for such mortgage loans through a partial defeasance provided that certain conditions are met, after an initial lock-out period of at least two (2) years following the date of the issuance of the certificates, by pledging to the issuing entity “government securities” as defined in the Investment Company Act of 1940 in a specified percentage of the allocated loan amount for the portion of the real estate collateral for such mortgage loan being released.
See “DESCRIPTION OF THE MORTGAGE POOL—Material Terms and Characteristics of the Mortgage Loans—Partial Releases Other Than in Connection with Defeasance” in this free writing prospectus.
In addition, certain mortgage loans permit the free release of outparcels or other portions of the related mortgaged property which were given no value or minimal value in the underwriting process.
See APPENDIX I to this free writing prospectus for more details concerning certain of the foregoing provisions.

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J.     Mortgage Loan Ranges
and Weighted Averages
As of the cut-off date, the mortgage loans had the following additional characteristics:

Selected Mortgage Loan Characteristics
	Mortgage Pool
Range of per annum mortgage rates	3.210% to 5.630%
Weighted average per annum mortgage rate	4.446%
Range of remaining terms to stated maturity (months)	57 to 120
Weighted average remaining term to stated maturity (months)	108
Range of remaining amortization terms (months)(1)	179 to 360
Weighted average remaining amortization term (months)(1)	349
Range of cut-off date loan-to-value ratios(2)	10.9% to 79.1%
Weighted average cut-off date loan-to-value ratio(2)	62.6%
Range of maturity date loan-to-value ratios(2)	7.2% to 70.9%
Weighted average maturity date loan-to-value ratio(2)	53.1%
Range of underwritten debt service coverage ratios(2)	1.28x to 7.59x
Weighted average underwritten debt service coverage ratio(2)	1.81x

(1)	Excludes mortgage loans that are interest only until the related maturity date.
(2)	Unless otherwise indicated, with respect to any loan pair or non-serviced loan combination, all loan-to-value ratios, debt service coverage ratios, debt yield calculations and cut-off date per square foot/per unit calculations include the related pari passu companion loan.

IO Period UW NCF DSCR.  IO Period UW NCF DSCR, determined according to the methodology presented in this free writing prospectus, ranging from 1.64x to 3.51x, and a weighted average IO Period UW NCF DSCR, calculated as described in this free writing prospectus, of approximately 2.44x.  Nine (9) mortgage loans, representing approximately 46.5% of the initial pool balance, currently provide for monthly payments of interest only for a portion of their respective terms ranging from eleven (11) months to sixty (60) months and then provide for the monthly payment of principal and interest over their respective remaining terms.

“IO Period UW NCF DSCR” means, with respect to the related mortgage loan that has an interest only period that has not expired as of the cut-off date but will expire prior to maturity, a debt service coverage ratio calculated assuming that the amount of the monthly debt service payment considered in the calculation is the average monthly debt service payment during such interest only period. After such

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	interest only period, the debt service coverage ratio will be calculated based on the monthly debt service payments due on such mortgage loan. See “DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information” in this free writing prospectus.
K.     Modified and Refinanced Mortgage Loans	Thirty-two (32) mortgage loans, representing approximately 80.7% of the initial pool balance, were originated in connection with the related borrower’s refinancing of a previous mortgage loan.  Six (6) mortgage loans, representing approximately 19.3% of the initial pool balance, were originated in connection with the related borrower’s acquisition of the related mortgaged property
	See “DESCRIPTION OF THE MORTGAGE POOL—Material Terms and Characteristics of the Mortgage Loans—Modified and Refinanced Mortgage Loans” in this free writing prospectus.
L.     Mortgaged Properties with Limited or No Operating History	Three (3) of the mortgage loans, representing approximately 3.0% of the initial pool balance, are secured in whole or in part by mortgaged properties for which historical financial statements were not available.
	See “DESCRIPTION OF THE MORTGAGE POOL—Material Terms and Characteristics of the Mortgage Loans—Mortgaged Properties with Limited or Which Have No Operating History or Do Not Have Historical Financial Information” in this free writing prospectus.
M.    Certain Mortgage Loans with Early Material Lease Termination Options	At least two (2) of the ten (10) largest mortgage loans by principal balance, representing approximately 14.6% of the initial pool balance, have leases with material early termination options.  See “RISK FACTORS—Risks Related to the Mortgage Loans—Risks of Lease Early Termination Options” and “DESCRIPTION OF THE MORTGAGE POOL—Material Terms and Characteristics of the Mortgage Loans—Mortgage Loans with Early Material Lease Termination Options” in this free writing prospectus.
N.    Certain Variances from Underwriting Standards	The mortgage loans originated by Bank of America, National Association were originated in accordance with its underwriting standards, as set forth under “TRANSACTION PARTIES—The Sponsors, Mortgage Loan Sellers and Originators—Bank of America, National Association—Bank of America’s Commercial Mortgage Loan Underwriting Standards” in this free writing prospectus.
	The mortgage loans originated by Morgan Stanley Mortgage Capital Holdings LLC were originated in accordance with its underwriting standards, except with respect to the mortgage loan secured by the mortgaged property identified on APPENDIX I to this free writing prospectus as University Towers Cooperative representing approximately 2.3% of the initial pool balance, as set forth under “TRANSACTION PARTIES—The Sponsors, Mortgage Loan Sellers and Originators—Morgan Stanley Mortgage Capital Holdings LLC—MSMCH’s Underwriting Standards” in this free writing prospectus.

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		The mortgage loans originated by CIBC Inc. were originated in accordance with its underwriting standards, as set forth under “TRANSACTION PARTIES—The Sponsors, Mortgage Loan Sellers and Originators—CIBC Inc.—CIBC’s Underwriting Guidelines and Processes” in this free writing prospectus.
		For more detailed statistical information regarding the mortgage pool, see APPENDIX I to this free writing prospectus.
	O.     Certain Mortgage Loan Calculations	Unless otherwise indicated, with respect to any loan pair or non-serviced loan combination, all loan-to-value ratios, debt service coverage ratios, debt yield calculations and cut-off date per square foot/per unit calculations include the related pari passu companion loan.  Unless otherwise indicated, with respect any mortgage loan that is part of an A/B whole loan, all loan-to-value ratios, debt service coverage ratios, debt yield calculations and cut-off date per square foot/per unit calculations are based solely on the principal balance of the mortgage loan included in the issuing entity.  Unless otherwise indicated, with respect to any mortgage loan contained in any group of cross-collateralized mortgage loans, all loan-to-value ratios, debt service coverage ratios and debt yield calculations are based on the aggregate cut-off date balance of all mortgage loans comprising such group and the aggregate appraised value of all the mortgaged properties securing such group.
		For further information, see “DESCRIPTION OF THE MORTGAGE POOL” in this free writing prospectus.
Offered Securities
General		We are offering the following ten (10) classes of Commercial Mortgage Pass-Through Certificates, Series 2013-C11 pursuant to this free writing prospectus:
		●	Class A-1
		●	Class A-2
		●	Class A-AB
		●	Class A-3
		●	Class A-4
		●	Class X-A
		●	Class A-S
		●	Class B
		●	Class PST
		●	Class C
		The entire series will consist of a total of eighteen (18) classes, the following eight (8) of which are not being offered by this free writing prospectus and the attached prospectus:  Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R.
		The Class A-S, Class B, Class PST and Class C certificates offered by this free writing prospectus are referred to in this free writing

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	prospectus as exchangeable certificates and may be exchanged in the proportions and in the manner described under “DESCRIPTION OF THE OFFERED CERTIFICATES—Exchangeable Certificates” in this free writing prospectus.
Certificate Principal Balances and Notional Amounts	Subject to the discussion below regarding exchangeable certificates, your certificates will have the approximate aggregate initial certificate principal balance or initial notional amount presented on the cover page of this free writing prospectus, and this certificate principal balance may vary by up to 5% on the closing date.  Mortgage loans may be removed from or added to the mortgage pool prior to the closing date within this same maximum permitted variance.  Any reduction or increase in the aggregate principal balance of mortgage loans within these parameters will result in changes to the initial certificate principal balance or notional amount, as the case may be, of each class of certificates and to the other statistical data contained in this free writing prospectus.
	The certificate principal balance at any time is the maximum amount of principal distributable to a class and is subject to adjustment on each distribution date to reflect any reductions resulting from (1) distributions of principal to that class or (2) any allocations of losses and, solely in the case of the certificates that are not Control Eligible Certificates, excess trust advisor expenses in reduction of the certificate principal balance of that class.
	The Class X-A and Class X-B certificates will not have certificate principal balances.  Each such class of certificates will instead represent the right to receive distributions of interest accrued on a notional amount as described in this free writing prospectus.  The notional amount of the Class X-A certificates will be equal to the aggregate principal balance of the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 certificates and the Class A-S trust component, in each case, outstanding from time to time.  The notional amount of the Class X-B certificates will be equal to the aggregate principal balance of the Class G, Class H and Class J certificates, in each case, outstanding from time to time.
	Accordingly, the respective notional amounts of the Class X-A and Class X-B certificates will, in each case, be reduced on each distribution date by any distributions of principal actually made on, and any losses and/or expenses actually allocated to, any related class of the Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class G, Class H or Class J certificates or the Class A-S trust component, in each case, outstanding from time to time.
	The maximum principal balance of the Class PST certificates is set forth on the cover page of this free writing prospectus but is not included in the aggregate certificate principal balance of the certificates set forth on the cover page of this free writing prospectus.  On the closing date, the certificate principal balances of the Class A-S, Class B, Class PST and Class C certificates will be $           , $], $and $, respectively.  The maximum certificate principal balance of each class of the Class A-S, Class B and Class C certificates is set forth on the cover page of this free writing prospectus and is included

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	in the aggregate certificate principal balance of the certificates set forth on the cover page of this free writing prospectus.
Pass-Through Rates	Your certificates (other than the Class PST certificates) will accrue interest at an annual rate called a pass-through rate.  The approximate initial pass-through rate for each class of offered certificates is set forth on the cover page of this free writing prospectus.
	Interest on the offered certificates will be calculated on the basis of a 360-day year consisting of twelve (12) 30-day months, also referred to in this free writing prospectus as a 30/360 basis.
	Each class of offered certificates with a principal balance (other than the Class PST certificates) and each trust component will, at all times, accrue interest at a per annum rate equal to (i) a fixed rate, (ii) a fixed rate subject to a cap equal to 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 (12) 30-day months) or (iii) 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 (12) 30-day months) less a specified percentage, which percentage may be zero.  The Class PST certificates will not have a pass-through rate, but will be entitled to receive the sum of the interest distributable on its percentage interests in the Class A-S, Class B and Class C trust components.  The pass-through rates for the Class A-S certificates and the Class A-S trust component will, at all times, be the same.  The pass-through rates for the Class B certificates and the Class B trust component will, at all times, be the same.  The pass-through rates for the Class C certificates and the Class C trust component will, at all times, be the same.
	For purposes of calculating the weighted average of the net interest rates on the mortgage loans for a particular distribution date in connection with determining the respective pass-through rates on the certificates (other than the Class PST and Class R certificates):  (i) the relevant weighting is based upon the respective stated principal balances (as described under “DESCRIPTION OF THE OFFERED CERTIFICATES—Pass-Through Rates” in this free writing prospectus) of the mortgage loans as in effect immediately prior to the relevant distribution date, (ii) the mortgage interest rate on each mortgage loan is reduced by the related annual administrative fee rate, which includes the master servicing fee rate, the trust advisor fee rate, the certificate administrator fee rate (which includes the trustee fee rate and the custodian fee rate) and the CREFC® license fee rate, (iii) the mortgage loan interest rates will not reflect any increase therein as a result of a continuing default or, if applicable, a mortgage loan remaining outstanding past its anticipated repayment date (if any), (iv) the mortgage loan interest rates will also be determined without regard to any loan term modifications agreed to by the special servicer or resulting from any borrower’s bankruptcy or insolvency, and (v) if a mortgage loan does not accrue interest on a 30/360 basis, its interest rate for any month will, in general, be deemed to be the rate per annum that, when calculated on a 30/360 basis, will produce the amount of interest that accrues on an actual/360 basis on that mortgage loan in that month, at the related mortgage interest rate minus the related

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	administrative fee rate (taking into account certain interest reserve adjustments for distribution dates in January, February and March).
	The pass-through rate for the Class X-A certificates for any distribution date will equal the weighted average of the applicable Class X strip rates for the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 certificates and the Class A-S trust component for such distribution date (weighted on the basis of the respective principal balances of such classes of certificates and trust component immediately prior to such distribution date).  The pass-through rate for the Class X-B certificates for any distribution date will equal the weighted average of the applicable Class X strip rates for the Class G, Class H and Class J certificates for such distribution date (weighted on the basis of the respective principal balances of the Class G, Class H and Class J certificates immediately prior to such distribution date).
	The applicable Class X strip rate with respect to each of the Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class G, Class H and Class J certificates and the Class A-S trust component for any distribution date will equal the excess, if any, of (a) the weighted average of the net interest rates on the mortgage loans for such distribution date (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve (12) 30-day months), over (b) the pass-through rate for such distribution date for that class of certificates or trust component.  Under no circumstances will any Class X strip rate be less than zero.
Exchanging Certificates through Combination and Recombination	If you own exchangeable certificates in an exchange proportion that we describe in this free writing prospectus, you will be able to exchange them for a proportionate interest in the related exchangeable certificates.  You can exchange your exchangeable certificates by notifying the certificate administrator.  If exchangeable certificates are outstanding and held by certificateholders, those certificates will receive principal and interest that would otherwise have been payable on the same proportion of certificates exchanged therefor if those certificates were outstanding and held by certificateholders.  Any such allocations of principal and interest as between classes of exchangeable certificates will have no effect on the principal or interest entitlements of any other class of certificates.  Exchanges will be subject to various conditions that we describe in this free writing prospectus.
	See “DESCRIPTION OF THE OFFERED CERTIFICATES—Exchangeable Certificates” in this free writing prospectus for a description of the exchangeable certificates and exchange procedures.  See also “RISK FACTORS—Risks Related to the Offered Certificates—The Exchangeable Certificates Are Subject to Additional Risks” in this free writing prospectus.

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Distributions

A.     Amount and Order of Distributions	On each distribution date, you will be entitled to receive interest and principal distributed from funds available for distribution from the mortgage loans.  Funds available for distribution to the certificates will be net of excess interest, excess liquidation proceeds and specified trust expenses, including all advance reimbursements (with interest) and all servicing fees and expenses, certificate administrator fees (which include the trustee fees and custodian fees) and expenses and trust advisor fees and expenses as set forth below.  Distributions to you will be in an amount equal to your certificate’s interest and principal entitlement, subject to:
	(i)	payment of the respective interest entitlement for any other class of certificates bearing an earlier alphanumeric designation (except in respect of the distribution of interest (x) among the Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A and Class X-B certificates, which will have the same senior priority and be distributed pro rata and (y) to the Class PST certificates, which will be entitled to receive distributions of interest in respect of the components comprising the Class PST certificates, pro rata with each of the Class A-S, Class B and Class C certificates to the extent of their respective percentage interests in the Class A-S, Class B and Class C trust components);
	(ii)	if applicable, payment of the respective principal entitlement for the distribution date to the outstanding classes of principal balance certificates, first, to the Class A-AB certificates, until the principal balance of such class has been reduced to the planned principal balance for the related distribution date set forth on APPENDIX VII hereto, then, to the Class A-1 certificates, to the Class A-2 certificates, to the Class A-3 certificates, to the Class A-4 certificates and to the Class A-AB certificates, in that order, until the principal balance of each such class has been reduced to zero (and, if the principal balance of each class of principal balance certificates other than the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 Certificates has been reduced to zero as a result of the allocation of mortgage loan losses or trust advisor expenses to those certificates, or if the aggregate appraisal reduction equals or exceeds the aggregate certificate principal balance of the Class A-S through Class J certificates (including the Class PST certificates), then on a pro rata basis among the holders of the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 certificates, then, to the Class A-S, Class B and Class C certificates, in that order, in each case pro rata with the Class PST certificates based on their respective percentage interests in the Class A-S, Class B and Class C trust components, respectively, and then, to the Class D, Class E, Class F, Class G, Class H and Class J certificates, in that order, until the principal balance of each such class has been reduced to zero; and subject to the payment allocation priority of the Class PST certificates as described below under “B. Interest and Principal Entitlements”); and

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	(iii)	the allocation of trust advisor expenses, (i) first, to reduce payments of interest on the Class F certificates, Class E certificates, Class D certificates, the Class C certificates and the Class PST certificates (pro rata based on their respective percentage interests in the Class C trust component), and the Class B certificates and the Class PST certificates (pro rata based on their respective percentage interests in the Class B trust component), in that order, (ii) second, to reduce payments of principal on the Class F certificates, Class E certificates, Class D certificates, the Class C certificates and the Class PST certificates (pro rata based on their respective percentage interests in the Class C trust component), the Class B certificates and the Class PST certificates (pro rata based on their respective percentage interests in the Class B trust component) and the Class A-S certificates and the Class PST certificates (pro rata based on their respective percentage interests in the Class A-S trust component), in that order, and (iii) third, to reduce payments of principal on the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 certificates on a pro rata basis.
	No trust advisor expenses (other than the trust advisor fee) will be allocated to or otherwise borne by the Control Eligible Certificates.  As a result, none of the classes of Control Eligible Certificates will provide protection to the more senior classes of certificates for the purposes of allocating losses based on trust advisor expenses.  See “SERVICING OF THE MORTGAGE LOANS—The Trust Advisor” and “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions—Allocation of Trust Advisor Expenses” in this free writing prospectus.
	Each certificateholder will receive its share of distributions on its class of certificates on a pro rata basis with all other holders of certificates of the same class.  See “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions” in this free writing prospectus.
B.    Interest and Principal Entitlements	A description of the interest entitlement payable to each class is presented under “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions” in this free writing prospectus.  As described in that section, there are circumstances relating to the timing of prepayments in which your interest entitlement for a distribution date could be less than one full month’s interest at the pass-through rate on your certificate’s principal balance (or, with respect to a Class PST certificate, the pass-through rates on the principal balances of the trust components comprising the Class PST certificates).  In addition, the right of the master servicer, the special servicer and the trustee to reimbursement for payment of advances (with interest thereon) and the right of such parties, the certificate administrator, the custodian and, subject to certain limitations, the trust advisor to the payment of compensation and reimbursement of certain costs and expenses will be prior to your right to receive distributions of principal or interest.  In addition, the right of the trust advisor to receive reimbursement of trust advisor expenses will be senior to the right of the holders of the Class B, Class PST, Class C, Class D, Class E and Class F certificates to receive payments of interest, and to the right of the holders of the

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	Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class A-S, Class B, Class PST, Class C, Class D, Class E and Class F certificates, to receive payments of principal.  The Class R, Class X-A and Class X-B certificates will not be entitled to principal distributions.
	The total amount of principal required to be distributed on the classes and, without duplication, the trust components, entitled to principal on a particular distribution date will, in general, subject to adjustment for trust advisor indemnifications and expenses, nonrecoverable advances and workout-delayed reimbursement amounts, be equal to the sum of:
	●	the principal portion of all scheduled payments, other than balloon payments, to the extent received during the related collection period or advanced by the master servicer or other party (in accordance with the pooling and servicing agreement) in respect of such distribution date;
	●	all principal prepayments and, to the extent not previously advanced, the principal portion of balloon payments received during the related collection period;
	●	the principal portion of other collections on the mortgage loans received during the related collection period (for example, liquidation proceeds, condemnation proceeds, insurance proceeds and income on “real estate owned”), net of any portion thereof that constitutes late collections of principal in respect of the related mortgage loan as to which there is an outstanding advance; and
	●	the principal portion of proceeds of mortgage loan repurchases received during the related collection period, net of any portion thereof that constitutes late collections of principal in respect of the related mortgage loan as to which there is an outstanding advance.
	●	See the definition of “Principal Distribution Amount” under “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions” in this free writing prospectus.
	●	On each distribution date, the Class PST certificates will be entitled to receive a proportionate share of the amounts distributable on the related trust components, and therefore, on the amounts that would otherwise have been distributed as interest and principal payments on the Class A-S, Class B and Class C certificates had an exchange not occurred, as described under “DESCRIPTION OF THE OFFERED CERTIFICATES—Exchangeable Certificates” in this free writing prospectus.  Any such allocations of principal and interest as between the Class PST certificates, on the one hand, and the Class A-S, Class B and Class C certificates, on the other, will have no effect on the principal or interest entitlements of any other class of certificates.
C.    Servicing and Administration Fees	The master servicer and the special servicer are entitled to a master servicing fee and a special servicing fee, respectively, payable from general collections on the mortgage loans and serviced companion loans.

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The master servicing fee for each distribution date is calculated based on (i) the outstanding principal balance of each mortgage loan (other than the Southdale Center mortgage loan and the Marriott Chicago River North Hotel mortgage loan for which the related master servicing fee rate is set forth below) included in the issuing entity (and each deemed mortgage loan as to which the related mortgaged property has become an REO property), at a master servicing fee rate of 0.01% per annum, (ii) the outstanding principal balance of The Mall at Tuttle Crossing serviced companion loan, at a master servicing fee rate of 0.01% per annum, (iii) the outstanding principal balance of Westfield Countryside serviced companion loan, at a master servicing fee rate of 0.01% per annum, and (iv) the Marriott Chicago River North Hotel companion loan (prior to the securitization of the Marriott Chicago River North Hotel companion loan), at a master servicing fee rate of 0.01% per annum.

The master servicing fee with respect to the Southdale Center mortgage loan for each distribution date is calculated based on the outstanding principal balance thereof at a rate equal to 0.01% per annum (the master servicer under the pooling and servicing agreement for the MSBAM 2013-C10 securitization is entitled to a servicing fee with respect to the Southdale Center mortgage loan payable at a rate equal to the related pari passu loan primary servicing fee rate of 0.01% per annum).

The master servicing fee with respect to the Marriott Chicago River North Hotel mortgage loan for each distribution date is calculated based on the outstanding principal balance thereof at a rate equal to (i) prior to the securitization of the related pari passu companion loan, 0.01% per annum and (ii) on and after the securitization of the related pari passu companion loan, 0.01% per annum (Wells Fargo Bank, National Association, as primary servicer, will be entitled to a primary servicing fee with respect to the Marriott Chicago River North Hotel Mortgage Loan commencing with the closing of this securitization and continuing after the securitization of the related pari passu companion loan, payable at a rate equal to the related Pari Passu Loan Primary Servicing Fee Rate). See “SERVICING OF THE MORTGAGE LOANS—The Master Servicer” in this free writing prospectus.

The special servicing fee for each distribution date is calculated based on the outstanding principal balance of each mortgage loan in the issuing entity that is a specially serviced mortgage loan or as to which the related mortgaged property has become an REO property, at the special servicing fee rate, which is equal to 0.25% per annum.  See “SERVICING OF THE MORTGAGE LOANS—The Special Servicer” in this free writing prospectus.

Any primary servicing fee or sub-servicing fee (other than with respect to any non-serviced mortgage loan, excluding the Marriott Chicago River North Hotel mortgage loan following the securitization of the related companion loan) will be paid by the master servicer or special servicer, as applicable, out of the fees described above.  The master servicer and special servicer are also entitled to additional fees and amounts, including, without limitation, income on the amounts held in permitted investments.

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The special servicer will also be entitled, except in connection with non-serviced mortgage loans, to (i) liquidation fees generally equal to 1.0% of liquidation proceeds in respect of a specially serviced mortgage loan or REO property and (ii) workout fees generally equal to 1.0% of interest and principal payments made in respect of a rehabilitated mortgage loan, subject to a cap with respect to each such fee of $1,000,000 with respect to any mortgage loan or REO property and subject to certain adjustments and exceptions as described herein under “SERVICING OF THE MORTGAGE LOANS—The Special Servicer—Special Servicer Compensation.”

With respect to any non-serviced mortgage loan, the master servicer will also be entitled to the applicable fee at the pari passu loan primary servicing fee rate.  See “SERVICING OF THE MORTGAGE LOANS—The Master Servicer” in this free writing prospectus.

The certificate administrator is entitled to a certificate administrator fee payable from general collections on the mortgage loans, which for each distribution date is calculated on the outstanding principal balance of each mortgage loan in the issuing entity at the certificate administrator fee rate, which is equal to 0.0051% per annum.  The trustee fee and the custodian fee for each distribution date is a portion of the certificate administrator fee. See “DESCRIPTION OF THE OFFERED CERTIFICATES—Matters Regarding the Certificate Administrator” and “DESCRIPTION OF THE OFFERED CERTIFICATES—The Trustee—Trustee Compensation” in this free writing prospectus.

The trust advisor will be entitled to the trust advisor fee for each distribution date, calculated based on the outstanding principal balance of each mortgage loan (other than any non-serviced mortgage loan and the Marriott Chicago River North Hotel mortgage loan) in the issuing entity at the trust advisor fee rate, which will equal 0.00125% per annum.  See “SERVICING OF THE MORTGAGE LOANS—The Trust Advisor” in this free writing prospectus.

A license fee equal to 0.0005% per annum (calculated on the outstanding principal balance of each mortgage loan (other than non-serviced companion loans) in the issuing entity) will be payable to CREFC® from general collections on the mortgage loans (to the extent any funds are remaining in the collection account after the payment of fees and expenses to the trustee, the certificate administrator, the master servicer, the special servicer and the trust advisor).

Each of the master servicing fee, the special servicing fee, the trust advisor fee, the certificate administrator fee and the CREFC® license feewill be calculated on the same interest accrual basis as is interest on the related mortgage loan and will be prorated for any partial period.

All of the parties to the pooling and servicing agreement will also have certain rights to reimbursement for certain expenses by the issuing entity.

The certificate administrator fee, the master servicing fee, the special servicing fee, the liquidation fee, the workout fee, the trust advisor fee and the CREFC® license fee will be paid from the collection account prior to distributions to certificateholders of the available distribution amount as described under “SERVICING OF THE MORTGAGE

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		LOANS—Withdrawals from the Collection Account” and “TRANSACTION PARTIES—The Certificate Administrator,” “—The Master Servicer,” “—The Special Servicer” and “—The Trust Advisor” in this free writing prospectus.
		The administrative fee rate will be the sum of the master servicing fee rate, the trust advisor fee rate, the certificate administrator fee rate (which includes the trustee fee rate and the custodian fee rate), the pari passu loan primary servicing fee rate and the CREFC® license fee rate, and is set forth on APPENDIX I to this free writing prospectus for each mortgage loan.  The administrative fee rate with respect to any non-serviced mortgage loan will also include any servicing fee payable to the applicable servicer under the related pooling and servicing agreement.
	D.    Amortization, Liquidation and Payment Triggers	Because of losses on the underlying mortgage loans and/or default-related or other unanticipated expenses of the issuing entity, the certificate principal balance of the Class A-S through Class Jcertificates (including the Class PST certificates) could be reduced to zero or because of a decline in mortgaged property values, the aggregate appraisal reduction may equal or exceed the aggregate certificate principal balance of the Class A-S through Class J certificates (including the Class PST certificates), in any event at a time when the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 certificates, or any two or more classes of those certificates, remain outstanding.  Under those circumstances, any distributions of principal on the outstanding Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 certificates will be made on a pro rata basis, rather than sequentially, in accordance with their respective certificate principal balances.
	E.     Prepayment Premiums/ Yield Maintenance Charges	The manner in which any prepayment premiums and yield maintenance charges received during a particular collection period will be allocated to the Class X-A and/or Class X-B certificates, on the one hand, and the classes of certificates entitled to principal (other than the Class D, Class E, Class F, Class G, Class H and Class J certificates), on the other hand, as well as between the various classes of certificates entitled to principal, is described in “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions” in this free writing prospectus.
Certain Yield and Prepayment Considerations		The yield on the offered certificates of any class will depend on, among other things, the pass-through rate for those certificates. The yield on any offered certificate that is purchased at a discount or premium will also be affected by the rate and timing of distributions in respect of principal on such certificate, which in turn will be affected by:
		●	the rate and timing of principal payments (including principal prepayments) on the mortgage loans; and
		●	the extent to which such principal payments are applied on any date of distribution in reduction of the certificate balance of the class to which that certificate belongs.

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See “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions—Application of the Available Distribution Amount” in this free writing prospectus.

An investor that purchases an offered certificate at a discount should consider the risk that a slower than anticipated rate of principal payments on that certificate will result in an actual yield that is lower than such investor’s expected yield. An investor that purchases any offered certificate at a premium should consider the risk that a faster than anticipated rate of principal payments on such certificate will result in an actual yield that is lower than such investor’s expected yield. Insofar as an investor’s initial investment in any offered certificate is repaid, there can be no assurance that such amounts can be reinvested in a comparable alternative investment with a comparable yield.

The actual rate of prepayment of principal on the mortgage loans cannot be predicted.  The mortgage loans may be involuntarily prepaid at any time.  With respect to mortgage loans that permit voluntary prepayments, such mortgage loans generally provide for a lockout period during which voluntary principal prepayments are prohibited, and either: (a) followed by one or more periods during which any voluntary principal prepayment is to be accompanied by a prepayment premium, followed by an open period during which voluntary principal prepayments may be made without an accompanying prepayment premium or (b) only followed by an open period during which voluntary principal prepayments may be made without an accompanying prepayment premium. See “DESCRIPTION OF THE MORTGAGE POOL—Material Terms and Characteristics of the Mortgage Loans—Prepayment Provisions” in this free writing prospectus. The investment performance of the offered certificates may vary materially and adversely from the investment expectations of investors due to prepayments on the mortgage loans being higher or lower than anticipated by investors. The actual yield to the holder of an offered certificate may not be equal to the yield anticipated at the time of purchase of the certificate or, notwithstanding that the actual yield is equal to the yield anticipated at that time, the total return on investment expected by the investor or the expected weighted average life of the certificate may not be realized. In addition, certain of the mortgage loans have performance escrows or letters of credit pursuant to which the related funds may be applied to reduce the principal balance of such mortgage loans (including yield maintenance if required) if certain release criteria are not satisfied. For a discussion of certain factors affecting prepayment of the mortgage loans, including the effect of prepayment premiums, see “YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS” in this free writing prospectus.

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Advances
	A.    P&I Advances	Subject to a recoverability determination described in this free writing prospectus, the master servicer (and the trustee, if applicable) will be required to advance delinquent monthly mortgage loan payments for mortgage loans that are included in the issuing entity (net of related master servicing fees and trust advisor fees).  The master servicer and the trustee will not be required to advance any additional interest accrued as a result of the imposition of any default rate or any rate increase after an anticipated repayment date.  The master servicer and the trustee also are not required to advance prepayment premiums, yield maintenance charges or balloon payments.  In addition, the master servicer and the trustee will not be required to make any advance for delinquent mortgage loan payments on any B note, serviced companion loan or non-serviced companion loan.  With respect to any balloon payment, the master servicer (and the trustee, if applicable) will instead be required to advance an amount equal to the scheduled payment that would have been due if the related balloon payment had not become due.  If a P&I advance is made, the master servicer will defer rather than advance its master servicing fee and the trust advisor fee, but will advance the certificate administrator fee.
		For an REO property, subject to a recoverability determination described in this free writing prospectus, the required P&I advance will equal the scheduled payment that would have been due if the predecessor mortgage loan had remained outstanding and continued to amortize in accordance with its amortization schedule in effect immediately before the REO property was acquired (net of related master servicing fees and trust advisor fees).
	B.    Servicing Advances	Subject to a recoverability determination described in this free writing prospectus, with respect to each mortgage loan (other than any non-serviced mortgage loan), the master servicer and/or the trustee may also make servicing advances to pay delinquent real estate taxes, insurance premiums and similar expenses necessary to protect, lease, manage and maintain the mortgaged property, to maintain the lien on the mortgaged property or to enforce the mortgage loan documents.  In addition, the special servicer may, but is not required to, make servicing advances on an emergency basis.  Notwithstanding the foregoing, with respect to any non-serviced mortgage loan, which will be serviced pursuant to the terms of the pooling and servicing agreement for another securitization, the master servicer, special servicer and trustee under such other securitization will be the parties required or permitted, as applicable, to make such servicing advances.
	C.    Interest on Advances	All advances made by the master servicer, the special servicer or the trustee will accrue interest at a rate equal to the “prime rate” as reported in The Wall Street Journal.
	D.    Back-up Advances	Pursuant to the requirements of the pooling and servicing agreement, if the master servicer fails to make a required advance, the trustee will be required to make the advance, subject to the same limitations, and with the same rights, as the master servicer.
	E.    Recoverability	None of the master servicer, the special servicer or the trustee will be required to make any advance if the master servicer, the special servicer or the trustee, as the case may be, reasonably determines that

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	the advance would not be recoverable out of collections on the related mortgage loan.  The trustee may rely on any such determination made by the master servicer or the special servicer and may also make its own recoverability determination in accordance with the terms of the pooling and servicing agreement.  The master servicer may rely on any such determination made by the special servicer and may also make its own recoverability determination in accordance with the terms of the pooling and servicing agreement.
F.    Advances During an Appraisal Event	The occurrence of certain adverse events affecting a mortgage loan (other than a non-serviced mortgage loan) will require the special servicer to obtain a new appraisal or other valuation of the related mortgaged property.  In general, if the principal amount of a mortgage loan plus all other amounts due under the mortgage loan and interest on advances made with respect to the mortgage loan exceeds 90% of the value of the mortgaged property determined by an appraisal or other valuation, an appraisal reduction may be created in the amount of the excess as described in this free writing prospectus.  If an appraisal reduction exists for any mortgage loan, the interest portion of the amount required to be advanced on that mortgage loan will be reduced in the same proportion that the appraisal reduction bears to the stated principal balance of the related mortgage loan.  This will reduce the funds available to pay interest on the most subordinate class or classes of certificates then outstanding.
	If there are any A/B whole loans or loan pairs included in the mortgage pool, any appraisal reduction will be calculated in respect of such A/B whole loan or loan pair taken as a whole.  With respect to an A/B whole loan, any such appraisal reduction will be allocated first to the related B note and then to the related A note.  With respect to a loan pair, any such appraisal reduction will be allocated between the mortgage loan and the related serviced companion loan on a pro rata basis by unpaid principal balance.  See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” in this free writing prospectus.
	If there are any non-serviced mortgage loans included in the mortgage pool, any appraisal reduction will be calculated in respect to such non-serviced mortgage loan will be allocated as set forth in the governing pooling and servicing agreement. See “DESCRIPTION OF THE MORTGAGE POOL—The Non-Serviced Loan Combinations” in this free writing prospectus.
	See “DESCRIPTION OF THE OFFERED CERTIFICATES—Advances” and “—Appraisal Reductions” in this free writing prospectus.
	See “DESCRIPTION OF THE OFFERED CERTIFICATES—P&I Advances” and “SERVICING OF THE MORTGAGE LOANS—Servicing and Other Compensation and Payment of Expenses” in this free writing prospectus and “DESCRIPTION OF THE CERTIFICATES—Advances in Respect of Delinquencies” and “THE POOLING AND SERVICING AGREEMENTS—Certificate Account” in the attached prospectus.

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Credit Support
	A.    General	The chart below describes the manner in which the rights of various classes will be senior to the rights of other classes.  Entitlement to receive principal and interest (other than excess liquidation proceeds and certain excess interest in connection with any mortgage loan having an anticipated repayment date) on any distribution date is depicted in descending order.  The manner in which mortgage loan losses are allocated is depicted in ascending order (including interest losses, other than losses with respect to certain “excess interest” in connection with any mortgage loan having an anticipated repayment date).
		No other form of credit enhancement will be available to you as a holder of certificates.
		*	Interest only certificates.  No principal payments or realized loan losses in respect of principal will be allocated to the Class X-A or Class X-B certificates.  However, mortgage loan losses will reduce the notional amount of the Class X-A and/or Class X-B certificates to the extent such losses reduce the principal amount of the related classes of principal balance certificates or the related trust component.
		**	Distributions of principal and interest and allocations of mortgage loan losses to the Class A-S trust component will be made pro rata to the Class A-S certificates and the Class PST certificates in proportion to their respective percentage interests in the Class A-S trust component.  Distributions of principal and interest and allocations of mortgage loan losses to the Class B trust component will be made pro rata to the Class B certificates and the Class PST certificates in proportion to their respective percentage interests in the Class B trust component.  Distributions of principal and interest and allocations of mortgage loan losses to the Class C trust component will be made pro rata to the Class C certificates and the Class PST certificates in proportion to their respective percentage interests in the Class C trust component. See “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions” in this free writing prospectus.
		***	Other than the Class X-B certificates.
		Principal losses on the mortgage loans allocated to a class of certificates or trust component will reduce the certificate principal balance of such class or trust component.  No such losses will be allocated to the Class R, Class X-A or Class X-B certificates, although loan losses will reduce the respective notional amounts of the

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Class X-A certificates (to the extent such losses are allocated to the Class A-1, Class A-2, Class A-AB, Class A-3 or Class A-4 certificates or the Class A-S trust component) and Class X-B certificates (to the extent such losses are allocated to the Class G, Class H or Class J certificates) and, therefore, the amount of interest they accrue.  To the extent funds are available on a subsequent distribution date for distribution on your certificates, you will be reimbursed for any losses allocated to your certificates with interest at the pass-through rate on your certificates (or, with respect to the Class PST certificates, the pass-through rates on the components comprising the Class PST certificates).

In addition, any trust advisor expenses that are in excess of trust advisor expenses that are allocated to reduce the payment of interest on the Class B trust component (and correspondingly, the Class B and Class PST certificates, pro rata based on their respective percentage interests in the Class B trust component), Class C trust component (and correspondingly, the Class C and Class PST certificates, pro rata based on their respective percentage interests in the Class C trust component) and the Class D, Class E and Class F certificates will be allocated to reduce the principal balances of the certificates and trust components in the following order:  to the Class F certificates, Class E certificates, Class D certificates, the Class C trust component (and correspondingly, the Class C and Class PST certificates, pro rata based on their respective percentage interests in the Class C trust component), Class B trust component (and correspondingly, the Class B and Class PST certificates, pro rata based on their respective percentage interests in the Class B trust component) and Class A-S trust component (and correspondingly, the Class A-S and Class PST certificates, pro rata based on their respective percentage interests in the Class A-S trust component), in each case, until the remaining principal balance of such class of certificates or trust component, as applicable, has been reduced to zero.  Following the reduction of the principal balances of the foregoing classes of principal balance certificates and trust components to zero, such excess trust advisor expenses will then be allocated among the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 certificates, pro rata (based upon their respective certificate principal balances), until the remaining certificate principal balances of such classes of certificates have been reduced to zero.

In addition to losses caused by mortgage loan defaults, shortfalls in payments to holders of certificates may occur as a result of the master servicer’s, the special servicer’s and the trustee’s right to receive payments of interest on unreimbursed advances (to the extent not covered by default interest and late payment charges or certain other fees paid by the related borrower or other borrowers that are not paid to the master servicer or the special servicer as compensation), the special servicer’s right to compensation with respect to mortgage loans which are or have been serviced by the special servicer, a modification of a mortgage loan’s interest rate or principal balance or as a result of other unanticipated expenses of the issuing entity.  These shortfalls, if they occur, would reduce distributions to the classes of certificates or trust components with the lowest payment priorities (except that any such shortfalls would be allocated to each class of the Class A-S, Class B and Class C certificates, pro rata with the Class PST certificates based on their respective percentage interests of the principal balance of the

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	related trust component).  In addition, prepayment interest shortfalls that are not covered by certain compensating interest payments made by the master servicer are required to be allocated to all of the classes of interest-bearing certificates (other than the Class A-S, Class B, Class PST and Class C certificates) and the trust components, on a pro rata basis, to reduce the amount of interest payable on the certificates or trust components. Any such amounts allocated to the Class A-S, Class B or Class C trust component will correspondingly be allocated between the Class A-S, Class B or Class C certificates, as applicable, on the one hand, and the Class PST certificates, on the other, pro rata based on their respective percentage interests of the principal balance of the Class A-S, Class B or Class C trust component, as the case may be.
	Notwithstanding the foregoing, upon liquidation of any mortgage loan, all liquidation proceeds, net of unreimbursed advances and interest thereon, servicing compensation, and other amounts payable or reimbursable therefrom, will be applied so that amounts allocated as a recovery of accrued and unpaid interest will not, in the first instance, include any amount by which the interest portion of P&I advances previously made was reduced as a result of appraisal reductions.  After the adjusted interest amount is so allocated, any remaining net liquidation proceeds will be allocated to pay principal on the mortgage loan until the unpaid principal amount of the mortgage loan has been reduced to zero.  Any remaining liquidation proceeds would then be allocated as a recovery of accrued and unpaid interest corresponding to the amount by which the interest portion of P&I advances previously made was reduced as a result of appraisal reductions.
B.    Shortfalls in Available Funds	The following types of shortfalls in available funds will reduce amounts available for distribution and will be allocated in the same manner as mortgage loan losses:
	●	shortfalls resulting from compensation that the special servicer is entitled to receive;
	●	shortfalls resulting from interest on advances made by the master servicer, the special servicer or the trustee, to the extent not covered by default interest, late payment charges, excess liquidation proceeds or certain other fees paid by the borrower or other borrowers that are not paid to the master servicer or the special servicer as compensation;
	●	shortfalls resulting from extraordinary expenses of the trust;
	●	shortfalls resulting from a reduction of a mortgage loan’s interest rate or principal amount by a bankruptcy court, as the result of a workout or from other unanticipated or default-related expenses of the trust; and
	●	shortfalls due to nonrecoverable advances being reimbursed from principal and/or interest collections.

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Ratings	The certificates offered to you will not be issued unless each of the classes of certificates being offered by this free writing prospectus receives the respective ratings identified on the cover page of this free writing prospectus from Fitch Ratings, Inc., Moody’s Investors Service, Inc. and Morningstar Credit Ratings, LLC.
	A rating agency may lower or withdraw a security rating at any time.  Each of the rating agencies identified above is expected to perform ratings surveillance with respect to its ratings for so long as the certificates remain outstanding, except that a rating agency may stop performing ratings surveillance at any time if, among other reasons, that rating agency does not have sufficient information to allow it to continue to perform ratings surveillance on the certificates.  The depositor has no ability to ensure that the rating agencies will perform ratings surveillance.
	Additionally, other nationally recognized statistical rating organizations that we have not engaged to rate the 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, as amended, or otherwise.  If any such unsolicited ratings are issued, we cannot assure you that they will not be lower than those ratings assigned by Fitch Ratings, Inc., Moody’s Investors Service, Inc. and Morningstar Credit Ratings, LLC.  The issuance of unsolicited ratings on a class of the certificates that are lower than the ratings assigned by such rating agencies may negatively impact the liquidity, market value and regulatory characteristics of that class.  As part of the process of obtaining ratings for the certificates, the depositor had initial discussions with and submitted certain materials to DBRS, Inc., Fitch Ratings, Inc., Kroll Bond Rating Agency, Inc., Moody’s Investors Service, Inc., Morningstar Credit Ratings, LLC and Standard & Poor’s Ratings Services.  Based on preliminary feedback from those nationally recognized statistical rating organizations at that time, the depositor selected Fitch Ratings, Inc., Moody’s Investors Service, Inc. and Morningstar Credit Ratings, LLC to rate the certificates and not 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 rated certificates.  Had the depositor selected such other nationally recognized statistical rating organizations to rate the certificates, we cannot assure you as to the ratings that such other nationally recognized statistical rating organizations would have ultimately assigned to the 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.
	Furthermore, the Securities and Exchange Commission may determine that any or all of Fitch Ratings, Inc., Moody’s Investors Service, Inc. and Morningstar Credit Ratings, LLC no longer qualifies as a nationally recognized statistical rating organization, or is no longer qualified to rate the certificates, and that determination may have an adverse effect on the liquidity, market value and regulatory characteristics of the certificates.

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	The security ratings do not address the frequency of prepayments (whether voluntary or involuntary) of mortgage loans, or the degree to which the prepayments might differ from those originally anticipated, or the likelihood of collection of default interest, excess interest, late payment charges, prepayment premiums or yield maintenance charges, or the tax treatment of the certificates.
	See “RISK FACTORS—RISKS RELATED TO THE OFFERED CERTIFICATES—Ratings of the Offered Certificates Do Not Represent Any Assessment of the Yield to Maturity That a Certificateholder May Experience and Such Ratings May Be Reviewed, Revised, Suspended, Downgraded, Qualified or Withdrawn By the Applicable Rating Agency” and “YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS” in this free writing prospectus.  Also see “RATINGS” in this free writing prospectus and “RATING” in the attached prospectus for a further 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.
	Important Disclaimer: Credit ratings are forward-looking opinions about credit risk and express a rating agency’s opinion about the ability and willingness of an issuer of securities to meet its financial obligations in full and on time.  Ratings are not indications of investment merit and are not buy, sell, or hold recommendations, a measure of asset value, or an indication of the suitability of an investment.
Repurchase or Substitution	Each mortgage loan seller will make those certain representations and warranties listed in APPENDIX V to this free writing prospectus with respect to the mortgage loans sold by it, as described under “DESCRIPTION OF THE MORTGAGE POOL—Representations and Warranties” and “—Repurchases and Other Remedies.”  If a mortgage loan seller has been notified of a material breach of any of its representations and warranties or a material defect in the documentation of any mortgage loan as described under “DESCRIPTION OF THE MORTGAGE POOL—Repurchases and Other Remedies,” then that mortgage loan seller will be required to either cure the breach, repurchase the affected mortgage loan from the issuing entity or replace the affected mortgage loan with another mortgage loan.  If the related mortgage loan seller decides to repurchase the affected mortgage loan, the repurchase would have the same effect on the offered certificates as a prepayment in full of such mortgage loan, except that the purchase will not be accompanied by any prepayment premium or yield maintenance charge.  In addition, certain mortgage loans may be purchased from the issuing entity by the holder of a B note, serviced companion loan or mezzanine loan under certain circumstances.  See “RISK FACTORS—Risks Related to the Offered Certificates—Mortgage Loan Sellers May Not Be Able to Make a Required Repurchase or Substitution of a Defective Mortgage Loan” and “DESCRIPTION OF THE MORTGAGE POOL—Material Terms and Characteristics of the Mortgage Loans—Subordinate and Other Financing” in this free writing prospectus.
Sale of Defaulted Mortgage Loans and REO Properties	Pursuant to the pooling and servicing agreement, if the special servicer determines in accordance with the servicing standard that it would be in

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the best interests of the certificateholders (as a collective whole) to attempt to sell a defaulted mortgage loan, then the special servicer is required to solicit offers for defaulted mortgage loans (other than any non-serviced mortgage loan) 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, determined as described in “SERVICING OF THE MORTGAGE LOANS—Sale of Defaulted Mortgage Loans and REO Properties—Sale of Defaulted Mortgage Loans” in this free writing prospectus, unless the special servicer determines, in accordance with the servicing standard, that rejection of such offer would be in the best interests of the certificateholders (as a collective whole).  The sale of defaulted mortgage loans (other than any non-serviced mortgage loan) is generally subject to (i) with respect to any mortgage loan that is part of an A/B whole loan or loan pair or any mortgage loan with existing mezzanine debt, to the extent set forth in the related intercreditor agreement, the right of the holder of the related debt held outside the issuing entity to purchase the related mortgage loan, and (ii) any consent or consultation rights of the controlling class representative or, with respect to any mortgage loan that is part of an A/B whole loan or loan pair, the related directing holder, to the extent set forth in the related intercreditor agreement, as further described in this free writing prospectus under “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs”.

In addition, with respect to the mortgage loan secured by the mortgaged property identified on APPENDIX I to this free writing prospectus as Southdale Center, representing approximately 6.4% of the initial pool balance, if such mortgage loan becomes a defaulted mortgage loan and the special servicer under the MSBAM 2013-C10 pooling and servicing agreement determines to sell the related non-serviced companion loan then it will be required to sell such mortgage loan together with the related non-serviced companion loan as notes evidencing one whole loan, in accordance with the provisions of the related intercreditor agreement and the MSBAM 2013-C10 pooling and servicing agreement.

In addition, with respect to the mortgage loan secured by the mortgaged property identified on APPENDIX I to this free writing prospectus as Westfield Countryside, The Mall at Tuttle Crossing and Marriott Chicago River North Hotel, representing approximately 11.7%, 11.1% and 6.4%, respectively, of the initial pool balance, if such mortgage loan becomes a defaulted mortgage loan and the special servicer determines to sell such mortgage loan, the special servicer will be required to sell such mortgage loan together with the related serviced companion loan as notes evidencing one whole loan, in accordance with the provisions of the related intercreditor agreement and the pooling and servicing agreement.  See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs—The Westfield Countryside Loan Pair—The Westfield Countryside Intercreditor Agreement—Sale of Defaulted Mortgage Loan”, “—The Mall at Tuttle Crossing Loan Pair—The Mall at Tuttle Crossing Intercreditor Agreement—Sale of Defaulted Mortgage Loan”, “—The Marriott Chicago River North Hotel Loan Pair—The Marriott Chicago River North Hotel Intercreditor Agreement—Sale of Defaulted Mortgage Loan” and “SERVICING OF THE MORTGAGE LOANS—

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	Sale of Defaulted Mortgage Loans and REO Properties—Sale of Defaulted Mortgage Loans—Matters Relating to Loan Pairs” in this free writing prospectus.
	Pursuant to the pooling and servicing agreement, if title to any REO property is acquired by the issuing entity or its nominee in respect of any mortgage loan (other than any non-serviced mortgage loan), the special servicer is required to use its reasonable best efforts to sell the REO property for cash as soon as practicable consistent with the requirement to maximize proceeds for all certificateholders (and, with respect to a serviced companion loan or a B note, for the certificateholders and the holder of such serviced companion loan or B note, as a collective whole), but in no event later than three (3) years after the end of the year in which it was acquired, and in any event prior to the rated final distribution date or earlier to the extent necessary to comply with REMIC provisions, unless (i) the trustee or the special servicer has been granted an extension of time by the IRS or is permitted under the REMIC provisions to continue to hold such REO property during the period in which an application for an extension is pending or (ii) the special servicer receives an opinion of counsel that holding such REO property beyond the period specified above will not result in the imposition of taxes on “prohibited transactions” under the REMIC provisions or cause any REMIC to fail to qualify as a REMIC; provided that in no event may the issuing entity hold any REO property beyond the end of the sixth (6th) calendar year following the end of the year of such REO property’s acquisition.  If the special servicer is unable to sell such REO property for cash within such time period (as such period may be extended under certain circumstances), the special servicer will be required, after consultation with the controlling class representative during any Subordinate Control Period and any Collective Consultation Period and, in the case of a sale of any REO property relating to an A/B whole loan or loan pair, the related directing holder to the extent set forth in the related intercreditor agreement, to auction the REO property to the highest bidder (which may be the special servicer or another interested person) in accordance with the servicing standard.  See “SERVICING OF THE MORTGAGE LOANS—Sale of Defaulted Mortgage Loans and REO Properties—Sale of REO Properties” in this free writing prospectus.
Optional Termination	On any distribution date on which the aggregate principal balance of the mortgage loans is less than or equal to 1.00% of the initial pool balance, the holders of a majority of the most subordinate class of certificates (other than Class R certificates) outstanding (for this purpose considering each of the Class A-S, Class B and Class C certificates together with the corresponding portion of the Class PST certificates representing an interest in the trust component bearing the same alphabetic designation), the special servicer, the master servicer and any holder of a majority interest in the Class R certificates, in that order of priority, will have the option to purchase all of the remaining mortgage loans, and all property acquired through exercise of remedies in respect of any mortgage loan, at the price specified in this free writing prospectus.  Exercise of this option would terminate the issuing entity and retire the then outstanding certificates.
	In addition, if at any time (i) the aggregate certificate principal balances or notional amounts, as applicable, of the Class A-1, Class A-2,

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	Class A-AB, Class A-3, Class A-4, Class X-A, Class X-B, Class A-S, Class B, Class PST, Class C, Class D, Class E and Class F certificates have been reduced to zero and (ii) there is only one holder of all the outstanding certificates (excluding the Class R certificates), such certificateholder will have the right to exchange all of its certificates for the mortgage loans and each REO property remaining in the issuing entity.
	See “DESCRIPTION OF THE OFFERED CERTIFICATES—Optional Termination” in this free writing prospectus.
Denominations	The offered certificates (other than the Class X-A certificates) will be initially offered and sold in minimum denominations of $10,000 and integral multiples of $1 in excess of $10,000.  The Class X-A certificates will be initially offered and sold in minimum denominations of $100,000 and integral multiples of $1 in excess of $100,000.
Registration, Clearance and Settlement	Your certificates will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, and will not be registered in your name.  You will not receive a definitive certificate representing your ownership interest, except in very limited circumstances described in this free writing prospectus.  As a result, you will hold your certificates only in book-entry form and will not be a certificateholder of record.  You will receive distributions on your certificates and reports relating to distributions only through The Depository Trust Company (commonly known as DTC), Clearstream Banking, société anonyme (commonly known as Clearstream) or the Euroclear System (commonly known as Euroclear) or through participants in DTC, Clearstream or Euroclear.
	You may hold your certificates through:
	●	DTC in the United States; or
	●	Clearstream or Euroclear in Europe.
	Transfers within DTC, Clearstream or Euroclear will be made in accordance with the usual rules and operating procedures of those systems.  Cross-market transfers between persons holding directly through DTC, Clearstream or Euroclear will be effected in DTC through the relevant depositories of Clearstream or Euroclear.
	All or any portion of the certificates offered to you may be converted to definitive certificates and reissued to beneficial owners or their nominees, rather than to DTC or its nominee, if we notify DTC of our intent to terminate the book-entry system and, upon receipt of notice of such intent from DTC, the participants holding interests in the certificates agree to initiate such termination.
	We expect that the certificates offered to you will be delivered in book-entry form through the facilities of DTC, Clearstream or Euroclear on or about the closing date.
Tax Status	For federal income tax purposes, the issuing entity will consist of a grantor trust and three real estate mortgage investment conduits, each a REMIC, arranged in a tiered structure.  The highest REMIC will be

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referred to as the Upper-Tier REMIC, the REMIC below the Upper-Tier REMIC will be referred to as the Middle-Tier REMIC and the REMIC below the Middle-Tier REMIC will be referred to as the Lower-Tier REMIC.  The Lower-Tier REMIC will issue multiple classes of uncertificated regular interests that will be held by the Middle-Tier REMIC and a single residual interest.  The assets of the Lower-Tier REMIC will consist of the mortgage loans and any other assets designated in the pooling and servicing agreement.  The Middle-Tier REMIC will issue multiple classes of uncertificated regular interests that will be held by the Upper-Tier REMIC and a single residual interest. Except for the Class A-S, Class B, Class PST, Class C and Class R certificates, all of the certificates issued by the Upper-Tier REMIC will constitute regular interests in the Upper-Tier REMIC.  The Upper-Tier REMIC will also issue multiple classes of uncertificated regular interests, designated as the Class A-S, Class B and Class C trust components, and a single residual interest.
The Class A-S, Class B and Class C trust components will be held by the grantor trust.  Each of the Class A-S, Class B and Class C certificates will represent a beneficial interest in a percentage of the outstanding principal balance of the Class A-S, Class B and Class C trust components, respectively.  The Class PST certificates will represent a beneficial interest in the remaining percentages of the outstanding principal balances of the Class A-S, Class B and Class C trust components. Following any exchange as described under “DESCRIPTION OF THE OFFERED CERTIFICATES—Exchangeable Certificates”, the percentage ownership interests of the certificates received in such exchange (as a percentage of the Class A-S, Class B and Class C trust components) will increase, and the percentage ownership interests of the surrendered certificates (as a percentage of the Class A-S, Class B and Class C trust components) will correspondingly decrease.
The Class R certificates will represent the residual interest in each of the REMICs.
The Class J Certificates will represent both (1) a regular interest in the Upper-Tier REMIC and (2) an undivided beneficial ownership interest, held through the grantor trust, in certain excess interest collected on mortgage loans with anticipated repayment dates if any. The Class R Certificates will represent the beneficial ownership of the residual interests in the Lower-Tier REMIC, the Middle-Tier REMIC and the Upper-Tier REMIC.
Pertinent federal income tax consequences of an investment in the offered certificates include:
●	the regular interests will be treated as newly originated debt instruments for federal income tax purposes;
●	beneficial owners of regular interests will be required to report income on the regular interests in accordance with the accrual method of accounting; and
●	the Class [__], Class [__] and Class [__] Certificates will be issued with more than a de minimis amount of original issue discount for federal income tax reporting purposes.

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	See “MATERIAL FEDERAL INCOME TAX CONSEQUENCES” in this free writing prospectus and “MATERIAL FEDERAL INCOME TAX CONSEQUENCES” in the attached prospectus.
ERISA Considerations	Fiduciaries of employee benefit plans subject to the Employee Retirement Income Security Act of 1974, as amended, commonly known as ERISA, or plans subject to Section 4975 of the Internal Revenue Code of 1986, as amended (referred to herein as the Code), or governmental plans (as defined in Section 3(32) of ERISA) or non-U.S. plans (as described in Section 4(b)(4)(D) of ERISA) that are subject to any federal, state, local or non-U.S. law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code, should carefully review with their legal advisors whether the purchase or holding of the certificates could give rise to a transaction prohibited or not otherwise permissible under ERISA, the Code or similar law.  The U.S. Department of Labor has granted an administrative exemption to the predecessor of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Prohibited Transaction Exemption 93-31, 58 Fed. Reg. 28,620 (May 14, 1993), and to the predecessor of, Morgan Stanley & Co. LLC, Prohibited Transaction Exemption 90-24, 55 Fed. Reg. 20,548 (May 17, 1990), each as amended by Prohibited Transaction Exemption 2013-08, 78 Fed. Reg. 41,091 (July 9, 2013), which may exempt from the application of certain of the prohibited transaction provisions of Section 406 of ERISA and the excise taxes imposed on such prohibited transactions by Code Sections 4975(a) and (b), transactions relating to the purchase, sale and holding of pass-through certificates underwritten by a selling group of which the underwriters serve as a manager or co-manager, and the servicing and operation of related mortgage pools, provided that certain conditions are met.  See “CERTAIN ERISA CONSIDERATIONS” in this free writing prospectus and “CERTAIN ERISA CONSIDERATIONS” in the attached prospectus.
Legal Investment	No class of the offered certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended.  If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities, then you may be subject to restrictions on investment in the offered certificates.  You should consult your own legal advisors for assistance in determining the suitability of and consequences to you of the purchase, ownership and sale of the offered certificates.  See “LEGAL INVESTMENT” in this free writing prospectus and “LEGAL INVESTMENT” in the attached prospectus.

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RISK FACTORS

The risk factors discussed below and under the heading “RISK FACTORS” in the attached prospectus describe the material risks of an investment in the offered certificates and should be carefully considered by all potential investors.

● The offered certificates are not suitable investments for all investors and may especially not be suitable for individual investors.

● The offered certificates are complex financial instruments, so you should not purchase any offered certificates unless you or your financial advisor possess the necessary expertise to analyze the potential risks associated with an investment in mortgage-backed securities.

● You should not purchase any offered certificates unless you understand, and are able to bear, the prepayment, credit, liquidity and market risks associated with ownership of such offered certificates.

● If you are considering an investment in a class of exchangeable certificates, you should carefully consider the risks that are specifically applicable to the related class(es) of certificates exchangeable therefor, since they would generally apply to your certificates if you make an exchange.

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 offered certificates unless you understand and are able to bear the risk of material variability in the yield to maturity and the aggregate amount and timing of distributions on the offered certificates, which gives rise to the potential for significant loss over the life of the offered certificates. An investment in the offered certificates involves substantial risks and uncertainties and should be considered only by sophisticated institutional investors with substantial investment experience with similar types of securities and who have conducted appropriate due diligence on the mortgage loans and the offered certificates.

Risks Related to Market Conditions

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

In recent years, the real estate and securitization markets, including the market for commercial mortgage-backed securities, as well as global financial markets and the economy generally, experienced significant dislocations, illiquidity and volatility. Declining real estate values, coupled with diminished availability of leverage and/or refinancings for commercial real estate, resulted in increased delinquencies and defaults on commercial mortgage loans. In addition, the downturn in the general economy affected the financial strength of many commercial real estate tenants and resulted in increased rent delinquencies and increased vacancies. Any further economic downturn would likely have an adverse effect on the value and / or liquidity of commercial mortgage-backed securities that are backed by loans secured by such commercial real estate. In the event of default by borrowers under the mortgage loans, holders of the offered certificates may suffer a partial or total loss of their investment.

A substantial amount of United States commercial mortgage loans, with balloon payment obligations in excess of their respective current property values, are maturing in the near future. The lack of credit liquidity, decreases in the value of commercial properties and, in some instances, correspondingly higher mortgage rates have prevented many commercial mortgage borrowers from refinancing their mortgages. These circumstances have increased delinquency and default rates of securitized commercial mortgage loans, and may lead to widespread commercial mortgage defaults, further credit constraints, further declines in property values and further adverse effects on the perception of the value of commercial mortgage-backed securities.

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In light of the circumstances described above, the risks we described elsewhere under “RISK FACTORS” in this free writing prospectus and in the prospectus attached hereto as Exhibit A are heightened substantially, and you should review and carefully consider such risk factors in light of such circumstances.

External Factors May Adversely Affect the Value and Liquidity of Your Investment

Factors not directly relating to the offered certificates or the underlying mortgage loans may nevertheless cause the market value of the offered certificates to decline even if the offered certificates, the mortgage loans or the mortgaged properties are performing at or above your expectations.

Global, National and Local Economic Factors. 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 that participate in the European Monetary Union and whose sovereign debt is generally denominated in euros. 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. 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 Title 11 of the United States Code or by agreement with their creditors. Any of the circumstances described above may lead to further volatility in or disruption of the credit markets.

Other Events May Affect Your Investment. Moreover, other types of events may affect general economic conditions and financial markets and therefore may adversely affect the performance of the mortgage loans and the performance of the offered certificates:

● Wars, revolutions, insurrections, armed conflicts, terrorism, political crises, natural disasters and man-made disasters may have an adverse effect on the mortgaged properties and/or your certificates.

● Trading activity associated with indices of commercial mortgage-backed securities may 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 and multifamily real estate markets and may be affected for reasons that are unknown and cannot be discerned.

● The market value of your certificates also may be affected by many other factors, including then-prevailing interest rates and market perceptions of risks associated with commercial mortgage lending. A change in the market value of the certificates may be disproportionately impacted by upward or downward movements in current interest rates.

See “RISK FACTORS—Risks Related to the Offered Certificates—Limited Liquidity and Market Value May Adversely Affect Payments on Your Certificates” below.

Risks Related to the Mortgage Loans

Your Investment Is Not Insured or Guaranteed and Your Source for Repayments Is Limited to Payments Under the Mortgage Loans

Payments under the mortgage loans and the certificates are not insured or guaranteed by any governmental entity or mortgage insurer. Accordingly, the sources for repayment of your certificates are limited to amounts due with respect to the mortgage loans. Payment of amounts due under a mortgage loan prior to its maturity or anticipated repayment date is primarily dependent on the sufficiency of the net operating income of the related mortgaged property. Payment of the balloon payment of a mortgage loan that is a balloon loan at its maturity, or on its anticipated repayment date, is primarily dependent upon the borrower’s ability to sell or refinance the mortgaged property for an amount sufficient to repay the mortgage loan.

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You should consider all of the mortgage loans to be nonrecourse loans. Even in those cases where recourse to a borrower or guarantor is permitted under the related mortgage loan documents, we have not necessarily undertaken an evaluation of the financial condition of any of these persons. If a default occurs, recourse generally may be had only against the specific properties and other assets that have been pledged to secure the mortgage loan, subject to, in some cases, certain generally customary, non-recourse carveouts to the borrower and/or the loan sponsor.  Even if a mortgage loan is recourse to the borrower (or if a non-recourse carveout to the borrower applies), in most cases, the borrower’s assets are limited primarily to its interest in the related mortgaged property. Consequently, payment prior to maturity or the anticipated repayment date is dependent primarily on the sufficiency of the net operating income of the mortgaged 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.

It is common for non-recourse mortgage loans to provide for certain carveouts to the non-recourse provisions, such as for fraud and other bad acts, among other things.  Often, an individual or entity separate from the related borrower will provide a guaranty of payment with respect to the non-recourse carveouts.  In addition, in connection with the origination of certain mortgage loans, the related 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.  For example, with respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as Southdale Center, securing a mortgage loan representing approximately 6.4% of the initial pool balance, in lieu of funding a tenant improvement reserve of $2,666,332 at closing, the related borrower is permitted to provide a guaranty of payment of such tenant improvement costs in a form acceptable to the lender so long as the related loan sponsor (Simon Property Group, L.P.) maintains certain ratings. Certain mortgage loans do not have the benefit of a recourse carevout guaranty. For example, with respect to one (1) of the mortgage loans secured by the mortgaged property identified on APPENDIX I to this free writing prospectus as University Towers Cooperative representing approximately 2.3% of the initial pool balance, there is no recourse carveout guarantor.

A loan sponsor on a guaranty in lieu of reserves will typically be an individual or operating entity; as such, it is capable of incurring liabilities, whether intentionally (such as incurring other debt) or unintentionally (such as being named in a lawsuit). In addition, such individuals and entities are not restricted from filing for bankruptcy protection.  A loan sponsor on a guaranty may be a guarantor of obligations other than its obligation with respect to the mortgage loan.  As such, the net worth of a guarantor may be significantly reduced over time.  It should also be noted that in most cases, the net worth of a guarantor is less than (and in most cases, significantly less than) the balance of the mortgage loan. Notwithstanding any net worth requirements that may be contained in a guaranty, there can be no assurance that the net worth requirements are adequate to satisfy guaranteed risks.  Furthermore, there can be no assurance that a loan sponsor or guarantor will be willing or financially able to satisfy guaranteed obligations.

The Repayment of a Commercial Mortgage Loan Is Dependent on the Cash Flow Produced by the Property Which Can Be Volatile and Insufficient to Allow Timely Payment on Your Certificates

The mortgage loans are secured by various types of income-producing commercial and multifamily properties. Commercial lending is generally thought to expose a lender to greater risk than one-to-four family residential lending because, among other things, it typically involves larger loans.

All of the mortgage loans were originated within the twelve (12) months prior to the cut-off date.  Consequently, these mortgage loans do not have long payment histories. There can be no assurance that any of the properties will perform as anticipated.

The repayment of a commercial mortgage loan is typically dependent upon the ability of the applicable property to produce cash flow.  Repayment of mortgage loans secured by cooperative properties typically depends upon the payments received by the cooperative corporation from its tenants/shareholders.  Even the liquidation value of a commercial property is determined, in substantial part, by the amount of the property’s cash flow (or its potential to generate cash flow).  However, net operating income and cash flow can be volatile and may be insufficient to cover debt service on the loan at any given time.

A decline in the real estate market or in the financial condition of a major tenant will tend to have a more immediate effect on the net operating income of properties with short-term revenue sources (such as short-term or

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month-to-month leases) and may lead to higher rates of delinquency or defaults under mortgage loans secured by such properties.

In addition, underwritten or adjusted cash flows, by their nature, are speculative and are based upon certain assumptions and projections.  For example, with respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as Bridgewater Campus securing a mortgage loan representing approximately 5.1% of the initial pool balance, the rent of the three largest tenants, identified on APPENDIX I to this free writing prospectus as “Henkel Corporation”, “Ingredion Incorporated” and “Azko Nobel Surface Chemistry” and representing approximately 89.4% of the net square footage, is underwritten at an amount equal to the average of the rent payable over the initial lease term.  In addition, the mortgaged property identified on APPENDIX I to this free writing prospectus as University Tower Cooperative, securing a mortgage loan representing approximately 2.3% of the initial pool balance, is a cooperatively owned residential property and, consequently, underwriting shown in this free writing prospectus for this mortgage loan is based on estimates of cash flow assuming market rental rates applied to each apartment type and estimated apartment rental expenses. The failure of any such assumptions or projections in whole or in part could cause the underwritten or adjusted cash flows to vary substantially from the actual net operating income of a mortgaged property.  See “—Debt Service Coverage Ratio and Net Cash Flow Information is Based on Numerous Assumptions” below.

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 Our Other Trusts

As a result of the distinct nature of each pool of commercial mortgage loans, and the separate mortgage loans within the pool, this free writing prospectus does not include disclosure concerning the delinquency and loss experience of static pools of periodic originations by the sponsors of commercial mortgage loans (known as “static pool information”). Because of the highly heterogeneous nature of the mortgaged properties securing the mortgage loans in commercial mortgage-backed securities transactions, static pool information for prior securitized pools, even those involving the same property 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. Therefore, you should evaluate this offering on the basis of the information set forth in this free writing prospectus with respect to the mortgage loans, and not on the basis of any successful performance of other pools of securitized commercial mortgage loans.

Certain Mortgage Loans Are Secured By Mortgaged Properties That Have a Limited Operating History or Do Not Have Historical Financial Information

The mortgaged properties securing certain of the mortgage loans are newly constructed and/or recently opened and, as such, have a limited operating history or do not have historical financial information. There can be no assurance that any of the properties, whether newly constructed and/or recently opened or otherwise, will perform as anticipated.  See “DESCRIPTION OF THE MORTGAGE POOL—Material Terms and Characteristics of the Mortgage Loans—Mortgaged Properties with Limited or No Operating History” in this free writing prospectus.

Converting Commercial Properties to Alternative Uses May Require Significant Expenses Which Could Reduce Payments on Your Certificates

Some of the mortgaged properties may not be readily convertible to alternative uses if those properties were to become unprofitable for any reason under their current use. For example:

● converting commercial properties to alternate uses or converting single-tenant commercial properties to multi-tenant properties generally requires substantial capital expenditures;

● a mortgaged property may not be readily convertible due to restrictive covenants related to such mortgaged property, such as use and other restrictions imposed by a condominium declaration or a related ground lease;

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● certain properties may be subject to certain restrictions in order to remain eligible for low income housing tax credits or governmental subsidized rental payments that could prevent the conversion of the mortgaged property to alternative uses;

● zoning or other restrictions, including the designation of a property as a historical landmark, may prevent alternative uses;

● movie theater space would not easily be converted to other uses due to the unique construction requirements of movie theaters; and

● properties that are legally permitted to be used in a non-conforming manner may be subject to restrictions that would require compliance with current zoning laws, which may include non-operation of the subject property for a period of time.

Certain Risks of Movie Theater Tenants.  Certain of the mortgaged properties may include tenants that operate as movie theaters.  For example, with respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as Westfield Countryside, securing a mortgage loan representing approximately 11.7% of the initial pool balance, the largest tenant, identified on APPENDIX I to this free writing prospectus as “Cobb Theatres” and representing approximately 11.6% of the net square footage, operates as a movie theater.  In addition, with respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as Southdale Center, securing a mortgage loan representing approximately 6.4% of the initial pool balance, the second largest tenant, identified on APPENDIX I to this free writing prospectus as “American Multi-Cinema Theaters” and representing approximately 12.8% of the net square footage, operates as a movie theater.

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.  Decreasing attendance at a theater could also 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.

Certain Risks of Health Club, Fitness Center or Exercise Studio Space Tenants.  Certain of the mortgaged properties may include tenants that operate as health clubs, fitness centers or exercise studios. For example, with respect to the mortgaged property identified on APPENDIX I to this prospectus supplement as Westfield Countryside, securing a mortgage loan representing approximately 11.7% of the initial pool balance, the third largest tenant, identified on APPENDIX I to this prospectus supplement as “L.A. Fitness”, operates as a health club. Several factors may adversely affect the value and successful operation of a health club, fitness center 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.

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Certain Risks of Retail Bank Branches.  Certain of the mortgaged properties may include tenants that operate as bank branches. For example, with respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as Gateway I Office Building, securing a mortgage loan representing approximately 2.0% of the initial pool balance, the fourth and fifth largest tenants, identified on APPENDIX I to this free writing prospectus as “S.D.C. Credit Union” and “Bank of America”, respectively, and representing approximately 8.0% and 4.4% of the net square footage, respectively, each operate as a bank branch. 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 Student Housing Facilities.  Certain of the mortgaged properties may be operated in whole or in part as student housing facilities.  For example, the mortgaged property identified on APPENDIX I to this free writing prospectus as 1303 Ocala, securing a mortgage loan representing approximately 0.6% of the initial pool balance, is operated as a student housing facility. 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 twelve (12) months.

Any such conversion could result in a significant adverse effect on, or interruption of, the revenues generated by such mortgaged properties.  The liquidation value of such a mortgaged property may be substantially less than would be the case if the mortgaged property were readily adaptable to other uses, and as a result, less funds would be available for distributions on your certificates.

Tenant Concentration Increases the Risk That Cash Flow Will Be Interrupted Which Could Reduce Payments on Your Certificates

A deterioration in the financial condition of a tenant can be particularly significant if a mortgaged property is leased to a single or large tenant or a small number of tenants, because rent payable by such tenants generally will represent all or a significant portion of the cash flow available to the borrower to pay its obligations to the lender.

In addition, more time may be required to re-lease a larger tenant’s space, and substantial capital costs may be incurred to make the space appropriate for replacement tenants. We cannot provide assurances that any major tenant will continue to perform its obligations under its lease or that if it fails to perform, a replacement tenant could be readily found.  In particular, please see APPENDIX III to this free writing prospectus for more information on any of the mortgaged properties related to the twenty (20) largest mortgage loans or groups of cross-collateralized mortgage loans in the pool.  Two (2) of the mortgaged properties, securing mortgage loans representing approximately 1.3% of the initial pool balance by allocated loan amount, are entirely, or almost entirely, leased to a single tenant.

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Furthermore, some of the mortgaged properties have significant leases or a significant concentration of leases that expire before the maturity of the related mortgage loan.  For example, with respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as Westfield Countryside, securing approximately 11.7% of the initial pool balance, the leases of the four largest tenants, identified on APPENDIX I to this free writing prospectus as “XXI Forever”, “L.A. Fitness” “Victoria’s Secret” and “Gap/Gap Body”, expire prior to the maturity date of the related mortgage loan.  In addition, with respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as Southdale Center, securing approximately 6.4% of the initial pool balance, the leases of the three largest tenants, identified on APPENDIX I to this free writing prospectus as “American Multi-Cinema Theatre”, “Marshalls” and “H&M”, expire prior to the maturity date of the related mortgage loan. In addition, with respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as Gateway I Office Building, securing approximately 2.0% of the initial pool balance, the leases of the first, second, fourth and fifth largest tenants, identified on APPENDIX I to this free writing prospectus as “County of San Diego”, “U.S. District Court/Probation”, “S.D.C. Credit Union” and “Bank of America”, expire prior to the maturity date of the related mortgage loan.

See APPENDIX I to this free writing prospectus for the lease expiration dates for each of the five (5) largest tenants by square footage with respect to each mortgaged property.  Even if none of the top five (5) tenants at a particular mortgaged property have leases that expire before the maturity of the related mortgage loan, there may be a significant percentage of leases at a particular mortgaged property that expire in a single calendar year, a rolling 12-month period or prior to the maturity of a mortgage loan. Nine (9) of the fifteen (15) largest mortgage loans, representing approximately 53.8% of the initial pool balance, are secured by retail, office, industrial and/or mixed use mortgaged properties at which more than 50% of the leases by net rentable area expire during the term of the related mortgage loan. We cannot assure you that such leases will be renewed or, even if renewed, will be renewed at the same rate.

In some cases the sole tenant or major tenant related to the borrower is physically occupying space related to its business; in other cases, the borrower tenant is a tenant under a master lease with the borrower, under which the affiliated tenant is obligated to make rent payments but does not physically occupy the related space at the mortgaged property. See “DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information” for a description of “master leases”. There can be no assurance the space “leased” by this borrower affiliate will eventually be occupied by third party tenants.

Additionally, some of the tenants at the mortgaged properties (including sole tenants or other significant tenants) have lease termination option dates or lease expiration dates that are prior to or shortly after the related maturity date or anticipated repayment date, and such expirations or terminations may not have been addressed by escrow requirements or other mitigating provisions. See APPENDIX I to this free writing prospectus for the lease expiration date for each of the top five (5) tenants at each mortgaged property.  Also, at least two (2) of the ten (10) largest mortgage loans by principal balance, representing approximately 14.6% of the initial pool balance, have leases with material early termination options.  See “DESCRIPTION OF THE MORTGAGE POOL—Material Terms and Characteristics of the Mortgage Loans—Mortgage Loans with Early Material Lease Termination Options” in this free writing prospectus.

In addition to tenant concentration, another factor that you should consider is that retail, industrial and office properties also may be adversely affected if there is a concentration of tenants in the same or similar business or industry.  In these cases, an issue with a particular tenant could have a disproportionately large impact on the mortgage pool and adversely affect distributions to certificateholders.  Similarly, an issue with respect to a particular industry could also have a disproportionately large impact on the mortgage pool.

The Related Borrowers May Have Difficulty Re-Leasing Mortgaged Properties

Repayment of mortgage loans secured by retail, office and industrial properties will be affected by the expiration of leases and the ability of the related borrowers and property managers to renew the leases or to relet the space on comparable terms.  Certain mortgaged properties may be leased in whole or in part to government sponsored tenants who have the right to cancel their leases at any time because of lack of appropriations or otherwise. For example, with respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as Gateway I Office Building, securing approximately 2.0% of the initial pool balance, the largest tenant,

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the County of San Diego, can terminate its lease with one year notice after the fourth year with a termination fee, and the second largest tenant, the U.S. District Court/Probation, can terminate its lease any time after its initial lease term with ninety (90) days’ notice and no penalty. See APPENDIX I to this free writing prospectus for an identification of any government sponsored tenant that constitutes one of the five (5) largest tenants (or, if applicable, the single tenant) at any mortgaged property.

In addition, certain properties may have tenants that are paying rent but are not in occupancy or may have vacant space that is not leased.  Any “dark” space may cause the property to be less desirable to other potential tenants or the related tenant may be more likely to default in its obligations under the lease. We cannot assure you that those tenants will continue to fulfill their lease obligations or that the space will be relet.

Certain tenants at the retail properties, including without limitation anchor tenants, may have the right to terminate their leases or pay less rent if certain major tenants at the mortgaged property are not open and operating, if a certain percentage of certain of the smaller retailers at the mortgaged property are not open for business, or if their sales at the property do not reach a specified level.

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 related mortgaged properties. Certain mortgage loans require reserves for tenant improvements and leasing commissions, which may serve to defray some of, but not necessarily all of, those costs.

If a mortgaged property has multiple tenants, re-leasing costs and costs of enforcing remedies against defaulting tenants may be more frequent than in the case of mortgaged properties with fewer tenants, thereby reducing the cash flow available for debt service payments. These costs may cause a borrower to default in its obligations to a lender. Multi-tenanted mortgaged properties also may experience higher continuing vacancy rates and greater volatility in rental income and expenses.

A Concentration of Mortgage Loans in the Mortgage Pool Increases the Sensitivity to Loss Which Could Reduce Payments on Your Certificates

The three (3) largest mortgage loans or groups of cross-collateralized mortgage loans represent approximately 11.7%, 11.1% and 9.9%, respectively, of the initial pool balance.  The ten (10) largest mortgage loans or groups of cross-collateralized mortgage loans in the aggregate represent approximately 67.0% of the initial pool balance.  Each of the other mortgage loans in the mortgage pool represents no more than approximately 3.0% of the initial pool balance.  See APPENDIX III to this free writing prospectus for more information on the twenty (20) largest mortgage loans or groups of cross-collateralized mortgage loans.

For more information regarding risks associated with cross-collateralization arrangements, see “RISK FACTORS—Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans—Cross-Collateralization Provisions May Have Limitations on Their Enforceability” in the attached prospectus.

A Concentration of Mortgage Loans with the Same or Related Borrowers Increases the Possibility of Loss on Those Mortgage Loans Which Could Reduce Payments on Your Certificates

Three (3) groups of mortgage loans, representing approximately 17.5%, 7.5% and 4.9%, respectively, of the initial pool balance, were made to the same borrower or to borrowers that are affiliated with one another through partial or complete direct or indirect common ownership and, in general, have related mortgaged properties that are commonly managed.  None of these groups of mortgage loans are cross-collateralized and cross-defaulted.

Mortgage loans with the same borrower or related borrowers pose additional risks. Among other things:

● financial difficulty at one mortgaged property could cause the owner to defer maintenance at another mortgaged property in order to satisfy current expenses with respect to the troubled mortgaged property;

● the quality and experience of the persons or entities who control the borrower as operators of commercial real estate may affect all related mortgaged properties;

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● the owner could attempt to avert foreclosure on one mortgaged property 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; and

● the bankruptcy or insolvency of any such borrower or respective affiliate could have an adverse effect on the operation of all of the related mortgaged properties and on the ability of such related mortgaged properties to produce sufficient cash flow to make required payments on the related mortgage loans.

A Concentration of Mortgaged Properties in a Limited Number of Locations May Adversely Affect Payments on Your Certificates

Concentrations of mortgaged properties in geographic areas may increase the risk that adverse economic or other developments or a natural disaster or act of terrorism affecting a particular region of the country could increase the frequency and severity of losses on mortgage loans secured by those properties. In the past, several regions of the United States have experienced significant real estate downturns at times when other regions have not. Regional economic declines or adverse conditions in regional real estate markets could adversely affect the income from, and market value of, the mortgaged properties located in the region.  Other regional factors—e.g., earthquakes, floods or hurricanes or changes in governmental rules or fiscal policies—also may adversely affect those mortgaged properties.

The mortgaged properties are located in seventeen (17) different states.  Approximately 20.6%,12.6%, 12.0%, 9.9%, 7.4%, 7.0%, 6.4%, 6.3% and 5.1% of the mortgaged properties, by allocated loan amount, are located in Florida, California, Ohio, Connecticut, Minnesota, New York, Illinois, Wisconsin and New Jersey respectively; concentrations of mortgaged properties secure mortgage loans in other states which do not exceed 5.0% of the initial pool balance.  Approximately 20.6%, 12.6%, and 4.9% of the mortgaged properties by allocated loan amount are located in Florida, California and Texas respectively, and may be more susceptible to special hazards that may not be adequately covered by insurance (such as earthquakes, flooding and hurricanes).  The mortgage loans generally do not require any borrowers to maintain earthquake insurance.  Mortgaged properties located in coastal states, including, but not limited to, Florida, Mississippi, Louisiana and Alabama, also may be more generally susceptible to hurricanes.  Over the past several years, hurricanes in the Gulf Coast region of the United States have resulted in severe property damage as a result of the high winds and associated flooding.  The mortgage loans do not all require flood insurance unless the related mortgaged properties are in a flood zone and flood insurance is available.  We cannot assure you that any hurricane damage would be covered by insurance.  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.  We cannot assure you that the economies in such impacted areas would recover sufficiently to support income-producing real estate at pre-event levels or that the costs of the related clean-up would not have a material adverse effect on the local or national economy.  If a borrower does not have insurance against such risks and a severe casualty occurs at a mortgaged property, the borrower may be unable to generate income from the mortgaged property in order to make payments on the related mortgage loan.  See also representation number 16 in APPENDIX V to this free writing prospectus and the identified exceptions thereto in APPENDIX VI to this free writing prospectus.

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

A Concentration of Mortgage Loans with the Same Property Types Increases the Possibility of Loss on Those Mortgage Loans Which Could Reduce Payments on Your Certificates

A concentration of mortgage loans secured by the same property type can increase the risk that a decline in a particular industry will have a disproportionately large impact on the pool of mortgage loans. The following property types secure mortgage loans that represent the indicated percentage of the initial pool balance by allocated loan amount:

● retail properties represent approximately 32.3%;

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● hospitality properties represent approximately 24.6%;

● office properties represent approximately 13.4%;

● multifamily properties represent approximately 9.3%;

● manufactured housing properties represent approximately 7.5%;

● industrial properties represent approximately 5.4%;

● mixed use properties represent approximately 5.1%; and

● self-storage properties represent approximately 2.3%;

See “RISK FACTORS—Particular Property Types Present Special Risks” in the attached prospectus.

A Significant Concentration of Retail Properties in the Mortgage Pool Will Subject Your Investment to the Special Risks of Retail Properties

Eight (8) of the mortgaged properties, securing mortgage loans representing approximately 32.3% of the initial pool balance by allocated loan amount, are retail properties.  Certain other mortgaged properties, although not characterized as retail properties in this free writing prospectus, may have a retail component.  The quality and success of a retail property’s tenants significantly affect the property’s value.  The success of retail properties can be adversely affected by local competitive conditions and changes in consumer spending patterns.  A borrower’s ability to make debt service payments can be adversely affected if rents are based on a percentage of the tenant’s sales and sales decline or if the closure of one store gives rise to lease provisions permitting the closure of another store.  Additional factors that can affect the success of a retail property include rights that certain tenants may have to terminate their leases, the location of the subject property and the physical condition and amenities of the subject property in relation to competing buildings.

See also “RISK FACTORS—Particular Property Types Present Special Risks—Retail Properties” in the attached prospectus.

The Presence or Absence of an “Anchor Tenant” May Adversely Affect the Economic Performance of a Retail Property. Whether a retail property is “anchored,” “shadow anchored” or “unanchored” is also an important consideration. The presence or absence of an “anchor tenant” or a “shadow anchor tenant” in or near a retail property also can be important because anchors play a key role in generating customer traffic and making a center desirable for other tenants. An “anchor tenant” located on the related property is usually proportionately larger in size than most other tenants in the property and is vital in attracting customers to a retail property.  Five (5) of the mortgaged properties, securing mortgage loans representing approximately 30.8% of the initial pool balance are properties considered by the applicable mortgage loan seller to be leased in whole or in part to or are occupied by anchor tenants.

Many of the retail properties securing one or more mortgage loans also have shadow anchor tenants.  A “shadow anchor tenant” is usually proportionally larger in size than most tenants in the property, is important in attracting customers to a retail property and is located sufficiently close and convenient to the property so as to influence and attract potential customers, but is not located on the mortgaged property.

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

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

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

Several mortgaged properties securing mortgage loans in the mortgage pool have anchor tenants whose leases expire during the term of the related mortgage loan. Furthermore, there may be retail properties with anchors (which may or may not be tenants) that are permitted to cease operating at any time because their leases or other operative agreements do not impose an obligation to remain open for business, or because such obligations have expired. There may be retail properties with anchors (which may or may not be tenants) that are permitted to cease operating at any time if certain other stores are not operated at those locations. Furthermore, there may be non-anchor tenants that are permitted to offset all or a portion of their rent, pay rent based solely on a percentage of their sales or to terminate their leases if certain anchors and/or major tenants are either not operated or fail to meet certain business objectives. See also “—The Related Borrowers May Have Difficulty Re-Leasing Mortgaged Properties” and “—Risks of Lease Early Termination Options” in this free writing prospectus.

Competition May Adversely Affect the Performance of the Mortgaged Property. Retail properties also face competition from sources outside a given real estate market.  For example, all of the following compete with more traditional retail properties for consumer dollars: factory outlet centers, discount shopping centers and clubs, catalogue retailers, home shopping networks, internet web sites and telemarketing.  Continued growth of these alternative retail outlets, which often have lower operating costs, could adversely affect the rents collectible at the retail properties securing mortgage loans included in the mortgage pool, as well as the income from, and market value of, the mortgaged properties.  Moreover, additional competing retail properties may be built in the areas where the retail properties are located, which could adversely affect the rents collectible at the retail properties securing mortgage loans included in the mortgage pool, as well as the income from, and market value of, the mortgaged properties.

A Significant Concentration of Hospitality Properties in the Mortgage Pool Will Subject Your Investment to the Special Risks of Hospitality Properties

Eleven (11) of the mortgaged properties, securing mortgage loans representing approximately 24.6% of the initial pool balance are hospitality properties. Various factors may adversely affect the economic performance of a hospitality property, including:

● location of property and proximity to transportation, major population centers or attractions;

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

● the presence or construction of competing hotels or resorts;

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

● franchise affiliation (or lack thereof);

● limited service hospitality properties have lower barriers to entry than other types of hospitality properties, and over building could occur;

● a deterioration in the financial strength or managerial capabilities of the owner and/or operator of a hotel;

● changes in travel patterns, terrorist attacks, increases in energy prices, strikes, natural disasters, bad weather, relocation of highways or the construction of additional highways;

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

● suitability for a particular occupant or category of occupants;

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● building design and adaptability; and

● relative illiquidity of hotel 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 hotels tends to be affected by adverse economic conditions, natural disasters and competition more quickly than are other types of commercial properties.

Moreover, the hotel and lodging industry is generally seasonal in nature.  This seasonality can be expected to cause periodic fluctuations in a hotel property’s revenues, occupancy levels, room rates and operating expenses.

A hotel’s ability to attract customers and/or a portion of its revenues may depend on its having a liquor license.  The laws and regulations relating to liquor licenses generally prohibit the transfer of those liquor licenses to any other person. In the event of a foreclosure of a hotel property with a liquor license, the special servicer on behalf of the issuing entity or a purchaser in a foreclosure sale would likely have to apply for a new license.  There can be no assurance that a new liquor license could be obtained promptly or at all.  The lack of a liquor license in a full service hotel could have an adverse impact on the revenue generated by the hotel.

The availability of competing hospitality properties may also have an effect on the financial performance of such mortgaged properties, and consequently, on the related borrower’s ability to repay its mortgage loan. For example, with respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as Hilton Waterfront Beach Resort, securing approximately 5.0% of the initial pool balance,  the mortgage loan sponsor or an affiliate or affiliates of such sponsor may, at some unspecified future date, develop a certain parcel adjoining the related mortgaged property with (a) an expansion to the Hilton Waterfront Beach Resort Property, or with (b) a separate hotel property. If that adjoining parcel is developed as a hotel property by the related sponsor or any sponsor affiliate while the Hilton Waterfront Beach Resort Mortgage Loan is outstanding, and the new development is not included as collateral for the Hilton Waterfront Beach Resort Mortgage Loan such development would create additional competition and could have an adverse impact on the performance of the related mortgaged property.  However, if any such new hotel is not added to the collateral for the related mortgage loan, the Hilton Waterfront Beach Resort Mortgage Loan documents provide that the Hilton Waterfront Beach Resort Mortgage Loan will become recourse to the Hilton Waterfront Beach Resort Mortgage Loan recourse carve out guarantor until such time as the Hilton Waterfront Beach Resort Mortgage Loan is paid in full. In addition, with respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as Wyndham – Virginia Beach, securing approximately 2.1% of the initial pool balance, a 167-room Hilton Garden Inn is currently under construction approximately two miles south of the mortgaged property at 33rd Street along the Virginia Beach boardwalk, the completion of which could create additional competition for the mortgaged property and consequently could have an adverse impact on the performance of the related mortgaged property.

The Performance of a Hospitality Property Depends in Part on the Performance of its Franchisor or Management Company. A hotel property securing a mortgage loan may be affiliated with a franchise company through a franchise agreement or a hotel management company through a management agreement.  The performance of a hotel property affiliated with a franchise or 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.

The continuation of a franchise agreement or management agreement is typically subject to specified operating standards and other terms and conditions set forth in such agreements.  The failure of a borrower to maintain such standards or adhere to other applicable terms and conditions could result in the loss or cancellation of their rights under the franchise or hotel management agreement.

Certain franchise agreements or management agreements may expire or grant the franchisor a termination right that is exercisable during the term of the related mortgage loans or soon thereafter, and there can be no assurance

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that any such franchise agreement can be renewed.  In addition, certain franchise agreements may not be automatically assignable to subsequent holders of the mortgage loan, and there can be no assurance that a future assignment of the franchise agreement will be approved by the franchisor.  Further, replacement franchises and/or hotel managers may require significantly higher fees as well as the investment of capital to bring the hotel into compliance with the requirements of the replacement franchisor and/or hotel managers. With respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as Hilton Waterfront Beach Resort, securing approximately 5.0% of the initial pool balance, such mortgaged property currently operates under a franchise agreement with Hilton Worldwide which has a current expiration of July 31, 2020. With respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as Beverly Garland Hotel, securing approximately 3.5% of the initial pool balance, such mortgaged property currently operates under a franchise agreement with Holiday Inn which has a current expiration of November 30, 2013 with no option for renewal. The Beverly Garland Hotel sponsor plans to not renew the franchise agreement and will instead reposition the related mortgaged property as an upscale independent boutique hotel through a $13 million renovation and refurbishment that is expected to be completed by September 2014. With respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as Wyndham – Virginia Beach, securing approximately 2.1% of the initial pool balance, the franchise agreement with Wyndham Resort is currently scheduled to expire on March 31, 2022, which is prior to the maturity date of such mortgage loan.

Any provision in a franchise agreement or management agreement providing for termination because of the bankruptcy of a franchisor or manager generally will not be enforceable.  The transferability of franchise license agreements is 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.

In some cases where a hospitality property is subject to a license or franchise agreement, the licensor or franchisor has required the completion of various repairs and/or renovations pursuant to a property improvement plan issued by the franchisor.  Failure to complete those repairs and/or renovations in accordance with the plan could result in the hospitality property’s losing its license or franchise.  In these circumstances, the terms of the related mortgage loan will often require the establishment of reserves in connection with any of those repairs and/or renovations.  However, we cannot assure you that any amounts reserved will be sufficient to complete the repairs and/or renovations required with respect to any affected hospitality property.  In addition, in some cases, those reserves will be maintained by the franchisor or property manager.  Furthermore, the lender may not require a reserve for repairs and/or renovations in all instances.

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

See also “RISK FACTORS—Particular Property Types Present Special Risks—Hotel Properties” in the attached prospectus.

A Significant Concentration of Office Properties in the Mortgage Pool Will Subject Your Investment to the Special Risks of Office Properties

Three (3) of the mortgaged properties, securing mortgage loans representing approximately 13.4% of the initial pool balance by allocated loan amount, are office properties. A large number of factors may affect the value of these office properties, including:

● the quality of an office building’s tenants;

● the diversity of an office building’s tenants, reliance on a single or dominant tenant or tenants in a volatile industry (e.g., technology and internet companies that have experienced or may in the future experience circumstances that make their businesses volatile);

● adverse changes in population, employment growth and patterns of telecommuting and sharing office spaces;

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● 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, such as sophisticated building systems);

● the availability of parking;

● 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

● the suitability of a space for re-leasing without significant build-out costs.

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

Included in the office properties referenced above are one (1) medical office properties, which secure mortgage loans representing approximately 1.4% of the initial pool balance by allocated loan amount.  The performance of a medical office property may depend on the proximity of the property to a hospital or other health care 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 property with significant medical office tenants may depend on reimbursements for patient fees from private or government-sponsored insurers and issues related to reimbursement (ranging from nonpayment to delays in payment) from such insurers could adversely impact cash flow at such mortgaged properties. Moreover, medical office properties may appeal to a narrow market of tenants and the value of such a property may be adversely affected by the availability of competing medical office properties.

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.

See “—Tenant Concentration Increases the Risk That Cash Flow Will Be Interrupted Which Could Reduce Payments on Your Certificates” above.  See also “RISK FACTORS—Particular Property Types Present Special Risks—Office Properties” in the attached prospectus.

A Significant Concentration Of Multifamily Properties In The Mortgage Pool Will Subject Your Investment To The Special Risks Of Multifamily Properties

Six (6) of the mortgaged properties, securing mortgage loans representing approximately 9.3% of the initial outstanding pool balance, are multifamily properties. 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, such as its age, condition, design, appearance, access to transportation and construction quality;

● the quality of property management;

● the location of the property;

● distance from employment centers and shopping areas;

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

● the types of services and amenities provided at the property;

● the property’s reputation;

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

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

● the presence of competing properties;

● adverse local or national economic conditions which may limit the rent that may be charged and which may result in increased vacancies;

● the tenant mix (such as tenants being predominantly students or military personnel or employees of a particular business or industry) and requirements that tenants meet certain criteria (such as age restrictions for senior housing);

● in the case of any 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 twelve (12) months;

● state and local regulations (which may limit the ability to increase rents);

● government assistance/rent subsidy programs (which may influence tenant mobility); and

● national, state or local politics.

State Regulation and Rent Control Ordinances May Affect a Borrower’s Ability to Repay its Multifamily Mortgage Loan. In addition to state regulation of the landlord tenant relationship, certain counties and municipalities impose rent control on apartment buildings. These ordinances may limit rent increases to fixed percentages, to percentages of increases in the consumer price index, to increases set or approved by a governmental agency, or to increases determined through mediation or binding arbitration. Any limitations on a borrower’s ability to raise property rents may impair such borrower’s ability to repay its multifamily loan from its net operating income or the proceeds of a sale or refinancing of the related multifamily property. For example, with respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as University Tower Cooperative, securing approximately 2.3% of the initial pool balance, 89 of the 549 units are subject to New York City rent stabilization.

Limitations and Restrictions Imposed by Affordable Housing Covenants, Federal Housing Subsidies, Rent Stabilization Programs or Similar Programs May Result in Losses on Mortgage Loans. Certain of the mortgage loans are secured or may be secured in the future by mortgaged properties that are subject to certain affordable housing covenants and other covenants and restrictions with respect to various tax credit, city, state and federal housing subsidies, rent stabilization or similar programs, in respect of various units within the mortgaged properties. The limitations and restrictions imposed by these programs could result in losses on the mortgage loans. In addition, in the event that the program is cancelled, it could result in less income for the project. In certain cases, housing assistance program contracts may not be assigned to the related borrower or purchaser of the property until after the origination date of the mortgage loan. We cannot assure you that these contracts will ultimately be assigned. These programs may include, among others:

● rent limitations that would adversely affect the ability of borrower to increase rents to maintain the condition of their mortgaged properties and satisfy operating expenses;

● covenants that require a minimum number or percentage of units be rented to tenants who have incomes that are substantially lower than median incomes in the applicable area or region; and

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

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

In addition, multifamily rental properties are part of a market that, in general, is characterized by low barriers to entry. Thus, a particular multifamily rental property market with historically low vacancies could experience substantial new construction and a resultant oversupply of rental units within a relatively short period of time. Because leases with respect to a multifamily rental property are typically leased on a short-term basis, the tenants residing at a particular property may easily move to alternative multifamily rental properties with more desirable amenities or locations or to single family housing.

Government Subsidies and Federal Statutes May Affect a Borrower’s Ability to Repay its Multifamily Mortgage Loan. Some of the mortgaged properties may have tenants that rely on rent subsidies under various government funded programs, including the Section 8 Tenant-Based Assistance Rental Certificate Program of the United States Department of Housing and Urban Development. With respect to certain of the mortgage loans, the borrower may receive subsidies or other assistance from government programs. The related mortgage loan seller may have underwritten the related mortgage loan on the assumption that such assistance will continue. Loss of any applicable assistance could have an adverse effect on the ability of the related borrower to make timely payments of debt service. In addition, the restrictions described above relating to the use of the related mortgaged property could reduce the market value of the related mortgaged property.

Generally, the mortgaged property must satisfy certain requirements, the borrower must observe certain leasing practices and/or the tenant(s) must regularly meet certain income requirements or the mortgaged property must have certain other characteristics consistent with government policy related to the applicable program. There is no assurance that such programs will be continued in their present form, that the borrower will continue to comply with the requirements of the programs to enable the borrower to receive the subsidies in the future, that the investors in such borrower will continue to receive the related tax benefit 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 loans.

In addition, under the Federal Fair Housing Act, analogous statutes in some states and regulations and guidelines issued pursuant to those laws, any and all otherwise-available units in a multifamily apartment building must be made available to any disabled person who meets the financial criteria generally applied by the landlord, including implementing alterations and accommodations in certain circumstances. The costs of this compliance may be high and the penalties for noncompliance may be severe. Thus, these fair housing statutes, regulations and guidelines present a risk of increased operating costs to the borrowers under the pooled mortgage loans secured by multifamily apartment buildings, which may reduce (perhaps significantly) amounts available for payment on the related mortgage loan.

See also “RISK FACTORS—Particular Property Types Present Special Risks—Multifamily Properties” in the attached prospectus.

A Significant Concentration of Manufactured Housing Properties in the Mortgage Pool Will Subject Your Investment to the Special Risks of Manufactured Housing Properties

Thirty-five (35) of the mortgaged properties, representing approximately 7.5% of the initial outstanding pool balance by allocated loan amount, are manufactured housing properties. Mortgage loans secured by liens on manufactured housing properties pose risks not associated with mortgage loans secured by liens on other types of income-producing real estate. The successful operation of a manufactured housing property may depend upon the number of other competing residential developments in the local market, such as:

● other manufactured housing properties;

● apartment buildings; and

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● site built single family homes.

Other factors may also include:

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

● the location of the manufactured housing property;

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

● the type of services or amenities it provides;

● the property’s reputation;

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

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

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

A Significant Concentration of Industrial Properties in the Mortgage Pool Will Subject Your Investment to the Special Risks of Industrial Properties

Two (2) of the mortgaged properties, securing mortgage loans representing approximately 5.4% of the initial pool balance are industrial properties. Various factors may adversely affect the economic performance of these industrial properties, which could adversely affect payments on your certificates, including:

● quality of tenant;

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

● increased supply of competing industrial space because of relative ease in constructing buildings of this type;

● a property becoming functionally obsolete;

● insufficient supply of labor to meet demand;

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

● location of the property in relation to access to transportation;

● suitability for a particular tenant;

● building design and adaptability;

● expense to convert a previously adapted space to another use;

● a change in the proximity of supply sources; and

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● environmental hazards.

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

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

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

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

See also “RISK FACTORS—Particular Property Types Present Special Risks—Industrial and Warehouse Properties” in the attached prospectus.

A Significant Concentration of Mixed Use Properties in the Mortgage Pool Will Subject Your Investment to the Special Risks of Mixed Use Properties

One (1) of the mortgaged properties, securing a mortgage loan representing approximately 5.1% of the initial pool balance by allocated loan amount, is a mixed use property. Mixed use mortgaged properties consist of office, retail and self-storage components and as such, mortgage loans secured by mixed use mortgaged properties will share risks associated with such underlying components. In addition, a mixed use property may be managed by a manager that is not experienced in managing all of the property types comprising the mortgaged property. See “—The Operation of Commercial Properties Is Dependent Upon Successful Management” in this free writing prospectus.

A Significant Concentration of Self Storage Facilities in the Mortgage Pool Will Subject Your Investment to the Special Risks of Self Storage Facilities

Six (6) of the mortgaged properties, securing mortgage loans representing approximately 2.3% of the initial pool balance by allocated loan amount, are self-storage facilities.  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 mortgaged properties becomes unprofitable due to:

● decreased demand;

● competition;

● lack of proximity to apartment complexes or commercial users;

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● 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 mortgaged property may be substantially less, relative to the amount owing on the mortgage loan, than if the self storage mortgaged 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 mortgaged properties and there is no assurance that all of the units included in the self storage mortgaged properties are free from hazardous substances or other pollutants or contaminants or will remain so in the future.

See also “RISK FACTORS—Particular Property Types Present Special Risks—Self-Storage Properties” in the attached prospectus.

Leasehold Interests Entail Certain Risks Which May Adversely Affect Payments on Your Certificates

Two (2) mortgaged properties, securing mortgage loans representing approximately 9.9% of the initial pool balance by allocated loan amount, are subject to a mortgage, deed of trust or similar security instrument that creates a first mortgage lien on a fee interest in a portion of the related mortgaged property in addition to a leasehold interest in the remaining portion of the related mortgaged property.

Five (5) mortgaged properties, securing mortgage loans representing approximately 9.5% of the initial pool balance by allocated loan amount, are subject to a mortgage, deed of trust or similar security instrument that creates a first mortgage lien solely on a leasehold interest with respect to the related mortgaged property.

Leasehold mortgage loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of the borrower. The most significant of these risks is that if the borrower’s leasehold were to be terminated upon a lease default, the lender would lose its security interest in the leasehold estate. 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.

In addition, certain of the mortgaged properties are subject to various use restrictions imposed by the related ground lease, and these limitations 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.

Some of the ground leases securing the mortgaged properties may provide that the ground rent payable under the ground lease increases during the term of the lease. Any such increases may adversely affect the cash flow and net income of the borrower from the mortgaged property.

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Cooperative Properties Could Adversely Affect Payments on Your Certificates

One (1) of the mortgage loans, representing approximately 2.3% of the initial pool balance, is secured by the related borrower’s fee simple interest in a cooperative building or other space.  There are certain risks that differentiate mortgage loans to cooperatives from other types of mortgage loans.  Ordinarily, the cooperative incurs a blanket mortgage in connection with the construction or purchase of the cooperative’s building and the underlying land, which indebtedness is serviced primarily through assessments on the occupants at such property.  The interests of the occupants under proprietary leases or occupancy agreements to which the cooperative is a party are generally subordinate to the interest of the holder of the blanket mortgage.  If the cooperative is unable to meet the payment obligations arising under its blanket mortgage, the mortgagee holding the blanket mortgage could foreclose on that mortgage and terminate all subordinate proprietary leases and occupancy agreements.  In addition, the blanket mortgage on a cooperative may provide financing in the form of a mortgage that does not fully amortize, with a significant portion of principal being due in one lump sum at final maturity.  The inability of the cooperative to refinance this mortgage and its consequent inability to make such final payment could lead to foreclosure by the mortgagee, which foreclosure could eliminate or significantly diminish the value of the collateral securing the related mortgage loan.

Tenancies in Common, Delaware Statutory Trusts and Indemnity Deeds of Trust May Hinder Recovery

The borrowers under one (1) mortgage loan, representing approximately 0.2% of the initial pool balance, own the related mortgaged property as tenants in common.  In general, with respect to a tenant-in-common ownership structure, each tenant-in-common owns an undivided interest in the property and if such tenant-in-common desires to sell its interest in the property (and is unable to find a buyer or otherwise needs to force a partition) the tenant-in-common has the ability to request that a court order a sale of the property and distribute the proceeds to each tenant-in-common proportionally.

The bankruptcy, dissolution or action for partition by one or more of the tenants-in-common could result in an early repayment of the related mortgage loan, a significant delay in recovery against the tenant-in-common borrowers, a material impairment in property management and a substantial decrease in the amount recoverable upon the related mortgage loan.  In some cases, the related mortgage loan documents provide for full recourse to the related tenant-in-common borrower or the guarantor if a tenant-in-common files for partition or bankruptcy.  In some cases, the related tenant-in-common borrower waived its right to partition, reducing the risk of partition.  However, there can be no assurance that, if challenged, this waiver would be enforceable.  In some cases, the related tenant-in-common borrower is a special purpose entity (in some cases bankruptcy-remote), reducing the risk of bankruptcy.  The tenant-in-common structure may cause delays in the enforcement of remedies because each time a tenant-in-common borrower files for bankruptcy, the bankruptcy court stay will be reinstated.  There can be no assurance that a bankruptcy proceeding by a single tenant-in-common borrower will not delay enforcement of this mortgage loan.

In the case of a mortgaged property that is owned by a Delaware statutory trust, there is a risk that obtaining the consent of the holders of the beneficial interests in the Delaware statutory trust will be time consuming and cause delays with respect to the taking of certain actions by or on behalf of the borrower, including with respect to the related mortgaged property.

Certain of the mortgage loans may not expressly prohibit transfers of ownership interests in the related borrower to entities structured as tenants-in-common and/or Delaware statutory trusts, however, other conditions are typically required to be satisfied in connection with any such transfer, including, but not limited to one or more of the following: (i) that the lender receive rating agency confirmation in connection with such transfer; (ii) that the transferee be a special purpose entity; (iii) that the transferee be affiliated with the borrower; and/or (iv) that the lender or its counsel approve of the organizational documents of the transferee.

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

Many jurisdictions impose recording taxes on mortgages which, if not paid at the time of the recording of the mortgage, may impair the ability of the lender to foreclose the mortgage. Under certain circumstances, governmental authorities could assert that a mortgage could not be foreclosed without payment of the mortgage recording tax, and

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possibly interest and penalties as well. Such taxes, interest and penalties could be significant in amount and would, if imposed, reduce the net proceeds realized by the issuing entity in liquidating the real property securing the related mortgage loan.

A Tenant Bankruptcy May Adversely Affect the Income Produced by a Mortgaged Property and May Adversely Affect the Payments on Your Certificates

Certain of the tenants at some of the mortgaged properties may have been, may currently be, or may in the future become a party in a bankruptcy proceeding.  The bankruptcy or insolvency of a major tenant, or a number of smaller tenants, in retail, industrial and office properties may adversely affect the income produced by the property.

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

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 solvency, but the bankruptcy code allows the debtor to assume or reject or, subject to certain conditions, assume and assign to a third party, any unexpired lease in full (which, as a practical matter, may give the debtor leverage to seek amendments to the lease in order to avoid a rejection).  If the tenant rejects the lease, the landlord’s claim for breach of the lease would (absent collateral securing the claim) be treated as a general unsecured claim against the tenant.  The amount of the claim would be limited to the amount owed for unpaid rent under the lease for the periods prior to the bankruptcy petition, or earlier repossession or surrender of the lease premises, plus the rent under the lease for the greater of one year, or 15%, not to exceed three years, of the remaining term of such lease, and the actual amount of the recovery could be less than the amount of the claim.  If a tenant assigns or assumes and assigns 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.  We cannot assure you that tenants of the mortgaged properties will continue making payments under their leases or that tenants will not file for bankruptcy protection in the future or, if any tenants so file, that they will continue to make rental payments in the future or, if any tenants so file, that they will continue to make rental payments in a timely manner.

Under the Federal Deposit Insurance Act, upon the insolvency of certain banking institutions, the Federal Deposit Insurance Corporation would be appointed as receiver for such tenant and has the option to disaffirm any lease it determines to be burdensome if disaffirmance will permit the orderly administration of the failed bank.  In such event, where a bank was the lessee, damages would be limited to contractual rent accruing before the later of the date (i) the notice of disaffirmance was mailed by the Federal Deposit Insurance Corporation or (ii) the disaffirmance becomes effective, unless the lessor is in breach of the lease.  Upon such a disaffirmance, the landlord will also generally have a claim for unpaid rent due as the date of appointment of the receiver, subject to all defenses, and to the limitation on claims of the failed tenant’s creditors generally.  To the extent the landlord’s claim for past rent is unsecured, such claim may be further limited by the depositor preference provisions of the Federal Deposit Insurance Act that could cause the bulk of the failed tenant’s assets to be paid to depositors and the Federal Deposit Insurance Corporation as the subrogee of any depositors paid by the Federal Deposit Insurance Corporation in its capacity as insurer.

See “RISK FACTORS—Tenant Bankruptcy Adversely Affects Property Performance” in the attached prospectus.

Environmental Risks Relating to Specific Mortgaged Properties May Adversely Affect Payments on Your Certificates

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

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All of the mortgaged properties securing the mortgage loans have been subject to environmental site assessments, or in some cases an update of a previous assessment, in connection with the origination or securitization of the loans. In all cases, the environmental site assessment was a Phase I environmental assessment, although in some cases a Phase II site assessment was also performed.

If the foregoing environmental site assessments revealed any such circumstances or conditions with respect to the related mortgaged property, then generally, with certain exceptions, one or more of the following was the case:

● an escrow of funds exists reasonably estimated to be sufficient for purposes of effecting such remediation;

● 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, the environmental site assessment recommended only the implementation of an operations and maintenance program, which the related borrower is required to do;

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

● the related mortgaged property is insured under a qualified policy of insurance against certain losses arising from such circumstances or conditions;

● a party not related to the related borrower with financial resources reasonably adequate to cure the subject violation in all material respects was identified as a responsible party for such circumstance or condition; or

● a party related to the related borrower with financial resources reasonably adequate to cure the subject violation in all material respects is required to take action.

Some borrowers under the mortgage loans may not have satisfied or may not satisfy all post-closing obligations required by the related mortgage loan documents with respect to environmental matters. There can be no assurance that recommended operations and maintenance plans have been implemented or will continue to be complied with.

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

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

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

See also representation number 40 in APPENDIX V to this free writing prospectus and the identified exceptions thereto in APPENDIX VI to this free writing prospectus.

Environmental Laws Entail Risks that May Adversely Affect Payments on Your Certificates. Under various United States federal, state, local and municipal environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or adjacent to the 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 asbestos-containing materials. In some states, contamination of a property may give rise to a lien on the property to assure payment of the costs of cleanup. In some states, this lien has priority over the lien of a pre-existing mortgage. Additionally, third parties may seek recovery from owners or operators of real properties for cleanup costs, property damage or personal injury associated with releases of, or other exposure to hazardous substances related to the properties.

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The owner’s liability for any required remediation generally is not limited by law and could, accordingly, exceed the value of the property and/or the aggregate assets of the owner. The presence of, or strong potential for contamination by, hazardous substances consequently can have a materially adverse effect on the owner’s ability to refinance the property or to sell the property to a third party, the value of the property and a borrower’s ability to repay its mortgage loan.

Certain Types of Operations Involved in the Use and Storage of Hazardous Materials May Lead to an Increased Risk of Issuing Entity Liability. Portions of some of the mortgaged properties securing the mortgage loans may include tenants that operate as, were previously operated as, or are located near other properties currently or previously operated as, on-site dry-cleaners or gasoline stations. Both types of operations involve the use and storage of hazardous materials, leading to an increased risk of liability to the tenant, the landowner and, under certain circumstances, a lender (such as the issuing entity) under environmental laws. These operations incur ongoing costs to comply with environmental permit or license requirements and other environmental laws governing, among other things, containment systems and underground storage tank systems. Any liability to borrowers under environmental laws, especially in connection with releases into the environment of gasoline, dry-cleaning solvents or other hazardous substances from underground storage tank systems or otherwise, could also adversely impact the related borrower’s ability to repay the related mortgage loan.

Problems Associated with Mold May Affect the Value of a Mortgaged Property and/or Lead to an Increased Risk of Issuing Entity Liability. Problems associated with mold may pose risks to real property and may also be the basis for personal injury claims against a borrower. Although, in general, the mortgaged properties are required to be inspected periodically, there is no set of generally accepted standards for the assessment of any existing mold. In addition, many of the insurance policies presently covering the mortgaged properties may specifically exclude losses due to mold. If left unchecked, problems associated with mold could result in the interruption of cash flow, remediation expenses and litigation which could adversely impact collections from a mortgaged property.

Environmental Assessments May Delay Recovery on a Mortgaged Property. Before the special servicer acquires title to a mortgaged property on behalf of the issuing entity or assumes operation of the property, it must obtain an environmental assessment of the property, or rely on a recent environmental assessment. This requirement will decrease the likelihood that the issuing entity will become liable under any environmental law. However, this requirement may effectively preclude foreclosure until a satisfactory environmental assessment is obtained, or until any required remedial action is thereafter taken. There is accordingly some risk that the mortgaged property will decline in value while this assessment is being obtained. Moreover, we cannot assure you that this requirement will effectively insulate the issuing entity from potential liability under environmental laws. Any such potential liability could reduce or delay payments to certificateholders.

You May Experience a Loss If a Borrower is Unable to Repay Its Loan on Its Maturity Date, and the Risk of Non-Payment is Greater for Balloon Loans; Longer Amortization Schedules and Interest-Only Provisions Create Risks

Thirty-eight (38) of the mortgage loans, representing 100.0% of the initial pool balance, are balloon loans.  For purposes of this free writing prospectus, we consider a mortgage loan to be a “balloon loan” if its principal balance is not scheduled to be fully or substantially amortized by the loan’s respective anticipated repayment date or maturity date.  Nine (9) of the “balloon loans”, representing approximately 46.5% of the initial pool balance, currently provide for monthly payments of interest only for a portion of their respective terms ranging from eleven (11) months to sixty (60) months and then provide for the monthly payment of principal and interest over their respective remaining terms. As of the cut-off date, there are no mortgage loans included in the mortgage pool that have an anticipated repayment date and provide for an increase in the mortgage rate and/or principal amortization at a specified date prior to stated maturity.

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 that may pay interest on an actual/360 basis but have fixed monthly payments may, in effect, have a small balloon payment due at maturity. See “RISK FACTORS—Other Factors Affecting Yield, Weighted Average Life and Maturity—Balloon Payments; Extensions of Maturity” in the attached prospectus. With respect to four (4) mortgage loans secured by the

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mortgaged property identified on APPENDIX I to this free writing prospectus as Westfield Countryside, The Mall at Tuttle Crossing, Southdale Center and Marriott Chicago River North Hotel, representing approximately 11.7%, 11.1%, 6.4% and 6.4%, respectively, of the initial pool balance, such balloon risk is enhanced by the existence of a pari passu companion loan that is also secured by such mortgaged property.  We cannot assure you that each borrower will have the ability to repay the outstanding principal balance of the applicable mortgage loan on the pertinent date, especially under a scenario where interest rates are higher than when such mortgage loan was originated. A borrower’s ability to repay a mortgage loan on its anticipated repayment date or stated maturity date typically will depend upon its ability either to refinance the mortgage loan or to sell the mortgaged property at a price sufficient to permit repayment. No mortgage loan seller or any of its respective affiliates is under any obligation to refinance any mortgage loan. Whether or not losses are ultimately sustained, any delay in the collection of a balloon payment on the maturity date will likely extend the weighted average life of your certificates.

A longer amortization schedule or an interest-only provision in a mortgage loan will result in a higher amount of principal outstanding under the mortgage loan at any particular time, including at the maturity date or anticipated repayment date of the mortgage loan, as applicable, than would have otherwise been the case had a shorter amortization schedule been used or had the mortgage loan had a shorter interest-only period or not included an interest-only provision at all.  That higher principal amount outstanding could both (i) make it more difficult for the related borrower to make the required balloon or anticipated repayment date payment at maturity or on the related anticipated repayment date, as applicable, and (ii) lead to increased losses for the trust either during the mortgage loan term or at maturity or such anticipated repayment date if the mortgage loan becomes a defaulted mortgage loan. The ability of a borrower to make the required balloon or anticipated repayment date payment at maturity or on the related anticipated repayment date, as applicable, depends upon its ability either to refinance the related mortgage loan (including any related companion loan) or to sell the mortgaged property for an amount that is sufficient to repay the mortgage loan (including any related companion loan) in full with interest.  A borrower’s ability to achieve either of these goals will be affected by a number of factors, including:

● the availability of, and competition for, credit for commercial properties, which may fluctuate over time;

● prevailing interest rates;

● the fair market value of the related mortgaged property;

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

● the borrower’s financial condition;

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

● tax laws; and

● prevailing general and regional economic conditions.

See “RISK FACTORS—Other Factors Affecting Yield, Weighted Average Life and Maturity—Balloon Payments; Extensions of Maturity” in the attached prospectus for additional risk factor considerations.

Whether or not losses are ultimately sustained, any delay in the collection of a balloon payment that would otherwise be distributable on your certificates, whether such delay is due to borrower default or to a modification of the related mortgage loan, and any delay in collection of an anticipated repayment date payment that would otherwise be distributable on your certificates, will likely extend the weighted average life of your certificates.

Furthermore, the recent credit crisis and economic downturn resulted in tightened lending standards and a substantial reduction in capital available to refinance commercial mortgage loans at maturity. These factors increased the risk that refinancing may not be available for commercial mortgage loans. See “—The Volatile Economy and Credit Crisis May Increase Loan Defaults and Affect the Value and Liquidity of Your Investment” in this free writing prospectus. We cannot assure you that each borrower under a balloon loan will have the ability to repay the principal balance of such mortgage loan on the related maturity date or anticipated repayment date, as

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applicable. Although there may be financial incentives to do so, failure to pay a mortgage loan with an anticipated repayment date in full on or before that date will not be an event of default.

In addition, 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 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 “SERVICING OF THE MORTGAGE LOANS—Mortgage Loan Modifications” in this free writing prospectus.  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 Southdale Center mortgage loan or Marriott Chicago River North Hotel mortgage loan (after the securitization of the related pari passu companion loan) because each such mortgage loan will be serviced by another master servicer and special servicer pursuant to a separate servicing agreement.  Any delay in the collection of a balloon payment that would otherwise be distributable in respect of a class of certificates offered in this free writing prospectus, whether such delay is due to borrower default or to modification of the related mortgage loan by the applicable master servicer or special servicer will likely extend the weighted average life of such class of certificates.

See “—The Repayment of a Commercial Mortgage Loan Is Dependent on the Cash Flow Produced by the Property Which Can Be Volatile and Insufficient to Allow Timely Payment on Your Certificates” and “RISK FACTORS—Risks Related to Market Conditions—The Volatile Economy and Credit Crisis May Increase Loan Defaults and Affect the Value and Liquidity of Your Investment” above and “DESCRIPTION OF THE MORTGAGE POOL—Material Terms and Characteristics of the Mortgage Loans” in this free writing prospectus.

A Borrower’s Other Loans May Reduce the Cash Flow Available to the Mortgaged Property Which May Adversely Affect Payments on Your Certificates

Each of the mortgaged properties identified on APPENDIX I to this free writing prospectus as Westfield Countryside, The Mall at Tuttle Crossing, Southdale Center and Marriott Chicago River North Hotel, representing approximately 11.7%, 11.1%, 6.4% and 6.4%, respectively, of the initial pool balance by allocated loan amount, also secures a related companion loan, which related companion loans have outstanding principal balances as of the cut-off date of $55,000,000, $30,000,000, $100,000,000 and $65,000,000, respectively.  Each such companion loan is pari passu in right of payment with the related mortgage loan.

Three (3) mortgage loans, representing approximately 5.6% of the initial pool balance, have unsecured subordinate debt currently in place.  With respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as Wyndham – Virginia Beach, securing approximately 2.1% of the initial pool balance, Wyndham Hotels and Resorts, LLC made an unsecured loan to the related borrower that has an outstanding cut-off date balance of $666,665, is non-interest bearing, is forgiven in part each year the related franchise agreement is in place and is scheduled to be extinguished by the end of the current franchise agreement provided the related borrower is not in default under the franchise agreement. If the borrower defaults under the franchise agreement, the remaining principal must be repaid within ten days and the loan will bear interest at the lesser of 18% and the highest legal rate.  With respect to the mortgaged properties identified on APPENDIX I to this free writing prospectus as ADG Pool 4 and ADG Pool 3 (Lannon Estates), respectively, securing approximately 2.8% and 0.8% of the initial pool balance, respectively, the related borrower is an obligor with respect to additional debt in the amount of $1,100,000 and $2,363,150, respectively, however, such debt is unsecured, the related guarantor has assumed such debt and there is a recourse carveout with respect to such debt in the related mortgage loan agreement.

One (1) mortgage loan secured by the mortgaged property identified on APPENDIX I to this free writing prospectus as University Towers Cooperative and representing approximately 2.3% of the initial pool balance the related borrower has a right to obtain additional financing (including a revolving or term line of credit) secured by the related mortgaged property subject to the related lender’s consent, and provided that the following conditions are met:  (i) no event of default exists under the mortgage loan agreement, (ii) the loan-to-value ratio (taking into

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account the existing mortgage loan and the subsequent loan) does not exceed 35%, as determined by the related lender and (iii) the subsequent lender executes the related lender’s standard subordination and standstill agreement.

With respect to five (5) mortgage loans, representing approximately 15.6% of the initial pool balance, the related sponsors are permitted to enter into future mezzanine financing that is secured by a pledge of some or all of the equity interests in the related borrower; provided that certain debt service coverage ratio and/or loan-to-value ratio tests, as well as other related conditions, are satisfied.  The holders of each related mortgage loan and mezzanine loan have entered into a related intercreditor agreement that governs the rights and duties of such parties.  See “DESCRIPTION OF THE MORTGAGE POOL—Material Terms and Characteristics of the Mortgage Loans—Subordinate and Other Financing” in this free writing prospectus for more information regarding each such intercreditor agreement governing the relationship between the holders of the related mortgage loan and the related mezzanine loan.

In the case of some or all of the mortgage loans with existing subordinate or mezzanine debt, the holder of the subordinate or mezzanine loan has the right to cure certain defaults occurring on the mortgage loan and/or the right to purchase the mortgage loan from the issuing entity if certain defaults on the mortgage loan occur. The purchase price required to be paid in connection with such a purchase is generally equal to the outstanding principal balance of the mortgage loan, together with accrued and unpaid interest on, and all unpaid servicing expenses and advances relating to, the mortgage loan and, to the extent set forth in any related intercreditor agreement, will include special servicing fees, liquidation fees and other additional trust fund expenses. Such purchase price generally does not include a yield maintenance charge or prepayment premium. Accordingly, such purchase (if made prior to the maturity date or anticipated repayment date) will have the effect of a prepayment made without payment of a yield maintenance charge or prepayment premium. In addition, if the holder of the subordinate or mezzanine loan is not obligated to pay some or all of the aforementioned fees and additional expenses, including any liquidation fee payable to the special servicer under the terms of the pooling and servicing agreement, then the exercise of such party’s purchase option may result in a loss to the trust in the amount of those fees and additional expenses.

Holders of subordinate debt may also have the right to replace the manager of the related mortgaged property, to approve annual budgets and to approve certain material amendments to the related mortgage loan documents and, in certain cases, replace the special servicer with respect to the related mortgage loan.  We make no representation as to whether any other secured subordinate financing currently encumbers any mortgaged property or whether a third-party holds debt secured by a pledge of equity ownership interests in a related borrower.

Further, a third party may have a preferred equity interest in the related borrower, entitling it to a specified rate of return on its equity investment. Such a preferred equity investor may also be entitled to consent with respect to certain major decisions relating to the management of the related borrower and may be permitted to cause the managing member of the borrower to enter into a sale of the related mortgaged property. Preferred equity interests may subject the borrower to the same risks and difficulties associated with other types of additional financing on or related to the mortgaged property.

Generally, all of the mortgage loans also permit the related borrower to incur other unsecured indebtedness, including but not limited to trade payables, in the ordinary course of business and to incur indebtedness secured by equipment or other personal property located at the mortgaged property. In addition, borrowers that have not agreed to certain special purpose covenants in the related mortgage loan documents may also be permitted to incur additional financing that is not secured by the mortgaged property. For example, with respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as Westfield Countryside, representing approximately 11.7% of the initial pool balance, the related borrower is permitted to incur (A) trade and operational indebtedness incurred in the ordinary course of business with trade creditors, provided that such indebtedness is (1) unsecured, (2) not evidenced by a note, (3) on commercially reasonable terms and conditions and (4) due not more than sixty (60) days past the date incurred and paid on or prior to such date (unless the related borrower is disputing the billing date and has informed the related lender of such dispute and is diligently prosecuting such dispute) and (B) financing leases and purchase money indebtedness, in each case, incurred in the ordinary course of business relating to personal property on commercially reasonable terms and conditions; provided that the aggregate amount of the indebtedness described in (A) and (B) may not exceed $5,000,000 at any time.

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When a mortgage loan borrower, or its constituent members, also has or guarantees one or more other outstanding loans, even if the loans are subordinated or are mezzanine loans not directly secured by the mortgaged property, the issuing entity is subjected to certain risks, including:

● the borrower may have difficulty servicing and repaying multiple loans;

● the existence of another loan generally will make it more difficult for the borrower to obtain refinancing of the mortgage loan and may thus jeopardize the borrower’s ability to repay any balloon payment due under the mortgage loan at maturity or on its anticipated repayment date;

● the need to service additional debt may reduce the cash flow available to the borrower to operate and maintain the mortgaged property; and

● the existence of such debt effectively reduces the equity owners’ economic stake in the related mortgaged property and may increase the likelihood that the owner of a borrower will permit the value or income-producing potential of a mortgaged property to suffer by not making capital infusions to support the mortgaged property.

See “DESCRIPTION OF THE MORTGAGE POOL—Material Terms and Characteristics of the Mortgage Loans—Subordinate and Other Financing” in this free writing prospectus.  See also representation number 7 in APPENDIX V to this free writing prospectus and the identified exceptions thereto in APPENDIX VI to this free writing prospectus.

Actions Taken by Other Lenders in a Subordinate or Mezzanine Financing May Affect the Security Available to the Issuing Entity. If the borrower, or its constituent members, is obligated to another lender, actions taken by other lenders could impair the security available to the issuing entity. If another lender files an involuntary bankruptcy petition against the borrower, or the borrower files a voluntary bankruptcy petition to stay enforcement by another lender, the issuing entity’s ability to foreclose on the property will 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.

Generally, upon a default under a mezzanine loan, the holder of the mezzanine loan would be entitled to foreclose upon the equity in the related borrower, which has been pledged to secure payment of such mezzanine debt. Although this transfer of equity may not trigger the due on sale clause under the related mortgage loan, it could cause a change in control of the borrower and/or cause the obligor under the mezzanine debt to file for bankruptcy, which could negatively affect the operation of the related mortgaged property and the related borrower’s ability to make payments on the related mortgage loan in a timely manner.

Further, if another loan secured by the mortgaged property is in default, the other lender may foreclose on the mortgaged property, absent an agreement to the contrary, thereby causing a delay in payments and/or an involuntary repayment of the mortgage loan prior to maturity. The issuing entity may also be subject to the costs and administrative burdens of involvement in foreclosure proceedings or related litigation.

Even if a subordinate lender has agreed not to take any direct actions with respect to the related subordinate debt, including any actions relating to the bankruptcy of the borrower, and has agreed 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 subordinate lender. In its decision in In re 203 North LaSalle Street Partnership, 246 B.R. 325 (Bankr. N.D. Ill. March 10, 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.

For further information with respect to subordinate debt, mezzanine debt and other financing, see APPENDIX II to this free writing prospectus.

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Bankruptcy Proceedings Relating to a Borrower Can Result in Dissolution of the Borrower and the Acceleration of the Related Mortgage Loan and Can Otherwise Adversely Impact Repayment of the Related Mortgage Loan

Under the federal bankruptcy code, the filing of a bankruptcy petition by or against a borrower will stay a sale of real property owned by that borrower, as well as the commencement or continuation of a foreclosure action. In addition, 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 reduce the amount of secured indebtedness to the then current value of the mortgaged property. Such an 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;

● reduce the amount of principal due and owing under a mortgage loan;

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

● otherwise alter the terms of the mortgage loan, including the repayment schedule.

Additionally, the trustee of the borrower’s bankruptcy estate or the borrower, as debtor-in-possession, has special powers to avoid, subordinate or disallow debts. In some circumstances, the claims of the mortgage lender may be subordinated to financing obtained by a debtor-in-possession subsequent to its bankruptcy.

The filing of a bankruptcy petition will also stay the lender 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 reduce the lender’s receipt of rents. A bankruptcy court may also permit rents otherwise subject to an assignment and/or lockbox arrangement to be used by the borrower to maintain the mortgaged property or for other court authorized expenses.

As a result of the foregoing, the 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.

A number of the borrowers under the mortgage loans are limited or general partnerships. Under some circumstances, the bankruptcy of a general partner of the partnership may result in the dissolution of that partnership. The dissolution of a borrower partnership, the winding up of its affairs and the distribution of its assets could result in an early repayment of the related mortgage loan.

See also, “—A Borrower’s Other Loans May Reduce the Cash Flow Available to the Mortgaged Property Which May Adversely Affect Payments on Your Certificates” above and “RISK FACTORS—Tenant Bankruptcy Adversely Affects Property Performance” in the prospectus attached hereto as Exhibit A.

Bankruptcy or Other Proceedings Related to the Sponsor of a Borrower May Adversely Affect the Performance of the Related Mortgage Loan

Certain of the mortgage loans may have sponsors or borrowers that have previously filed bankruptcy or have been subject to foreclosure actions, which in some cases may have involved the same property that currently secures the mortgage loan.  In most, but not all cases, the related entity or person has emerged from bankruptcy or, in the case of previous foreclosure actions, is generally, but not in all cases, not permitted to directly or indirectly manage the related borrower.

However, we cannot assure you that any such sponsors or borrowers will not be more likely than other sponsors to utilize their rights in bankruptcy in the event of any threatened action by the mortgagee to enforce its rights under the related loan documents.

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Reserves to Fund Certain Necessary Expenditures Under the Mortgage Loans May Be Insufficient for the Purpose for Which They Were Established

The borrowers under some of the mortgage loans made upfront deposits, and/or agreed to make ongoing deposits, to reserves for the payment of various anticipated or potential expenditures, such as (but not limited to) the costs of tenant improvements and leasing commissions, recommended immediate repairs and seasonality reserves. We cannot assure you that any such reserve will be sufficient, that borrowers will reserve the required amount of funds or that cash flow from the properties will be sufficient to fully fund such reserves. See APPENDIX I to this free writing prospectus for additional information with respect to the reserves established for the mortgage loans.

Borrowers That Are Not Special Purpose Entities May Be More Likely to File Bankruptcy Petitions and This May Adversely Affect Payments on Your Certificates

While many of the borrowers have agreed to certain special purpose covenants to limit the bankruptcy risk arising from activities unrelated to the operation of the property, some borrowers are not special purpose entities. The loan documents and organizational documents of these borrowers that are not special purpose entities generally do not limit the purpose of the borrowers to owning the mortgaged properties and do not contain the representations, warranties and covenants customarily employed to ensure that a borrower is a special purpose entity (such as limitations on indebtedness, affiliate transactions and the conduct of other businesses, restrictions on the borrower’s ability to dissolve, liquidate, consolidate, merge or sell all of its assets and restrictions upon amending its organizational documents). Consequently, these borrowers may have other monetary obligations, and certain of the loan documents provide that a default under any such other obligations constitutes a default under the related mortgage loan.

In addition, many of the borrowers and their owners do not have an independent director whose consent would be required to file a bankruptcy petition on behalf of the borrower. For example, with respect to two (2) mortgage loans secured by the mortgaged properties identified on APPENDIX I to this free writing prospectus as University Towers Cooperative and Wyndham - Virginia Beach representing approximately 2.3% and 2.1%, respectively, of the initial pool balance, the related borrowers do not have an independent director. One of the purposes of an independent director is to avoid a bankruptcy petition filing that is intended solely to benefit a borrower’s affiliate and is not justified by the borrower’s own economic circumstances. Therefore, borrowers without an independent director may be more likely to file or be subject to voluntary or involuntary bankruptcy petitions which may adversely affect payments on your certificates. See “RISK FACTORS—The Borrower’s Form of Entity May Cause Special Risks” in the attached prospectus.  See also representation number 31 in APPENDIX V to this free writing prospectus and the identified exceptions thereto in APPENDIX VI to this free writing prospectus.

The Operation of Commercial Properties Is Dependent Upon Successful Management

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;

● 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 short-term or month-to-month leases, are generally more management-intensive than properties leased to creditworthy tenants under long-term leases. A property manager, by controlling costs, providing appropriate service to tenants and seeing to property maintenance and general upkeep, 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.

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Many of the mortgaged properties are managed by affiliates of the related borrower, which may not manage properties for non-affiliates. If a mortgage loan is in default or undergoing special servicing, such relationship could disrupt the management of the related mortgaged property, which may adversely affect cash flow. However, the related mortgage loans may permit the lender to remove the related property manager upon the occurrence of an event of default, a decline in cash flow below a specified level or the failure to satisfy some other specified performance trigger (in some cases, subject to lender approval).

We make no representation or warranty as to the skills of any present or future managers.  Additionally, we cannot assure you that the property managers will be in a financial condition to fulfill their management responsibilities throughout the terms of their respective management agreements.  Further, certain individuals involved in the management or general business development at certain mortgaged properties may engage in unlawful activities or otherwise exhibit poor business judgment that adversely affect operations and ultimately cash flow at such properties.

The Benefits of Multi-Property or Portfolio Mortgage Loans May Be Limited

The mortgage pool also includes six (6) mortgage loans, collectively representing approximately 8.0% of the initial pool balance, secured by multiple mortgaged properties (other than through cross-collateralization of a mortgage loan with other mortgage loans).  These arrangements attempt to reduce the risk that one mortgaged property may not generate enough net operating income to pay debt service.

Cross-collateralization arrangements involving more than one borrower could be challenged as fraudulent conveyances if:

● one of the borrowers were to become a debtor in a bankruptcy case, or were to become subject to an action brought by one or more of its creditors outside a bankruptcy case;

● the related borrower did not receive fair consideration or reasonably equivalent value when it allowed its mortgaged real property or properties to be encumbered by a lien benefiting the other borrowers; or

● the borrower was insolvent when it granted the lien, was rendered insolvent by the granting of the lien or was left with inadequate capital, or was unable to pay its debts as they matured.

Among other things, a legal challenge to the granting of the liens may focus on:

● the benefits realized by such borrower entity from the respective mortgage loan proceeds as compared to the value of its respective property; and

● the overall cross-collateralization.

If a court were to conclude that the granting of the liens was an avoidable fraudulent conveyance, that court could subordinate all or part of the borrower’s respective mortgage loan to existing or future indebtedness of that borrower. The court also could recover payments made under that mortgage loan or take other actions detrimental to the holders of certificates, including, under certain circumstances, invalidating the loan or the related mortgages that are subject to such cross-collateralization.

In addition, when multiple real properties secure a mortgage loan or group of cross-collateralized mortgage loans, the amount of the mortgage encumbering any particular one of those properties may be less than the full amount of the related mortgage loan or group of cross-collateralized mortgage loans, generally, to minimize recording tax. This mortgage amount may equal the appraised value or allocated loan amount for the mortgaged property and will limit the extent to which proceeds from the property will be available to offset declines in value of the other properties securing the same mortgage loan or group of cross-collateralized mortgage loans.

The foregoing mortgage loans may be secured by mortgaged properties located in various states. Foreclosure actions are brought in state court and the courts of one state cannot exercise jurisdiction over property in another state. Upon a default under any of these mortgage loans, it may not be possible to foreclose on the related mortgaged properties simultaneously.

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Inadequacy of Title Insurers May Adversely Affect Payments on Your Certificates

Title insurance for a mortgaged property generally insures a lender against risks relating to a lender not having a first lien with respect to a mortgaged property, and in some cases can insure a lender against specific other risks. The protection afforded by title insurance depends on the ability of the title insurer to pay claims made upon it. We cannot assure you that:

● a title insurer will have the ability to pay title insurance claims made upon it;

● a title insurer will maintain its present financial strength; or

● a title insurer will not contest claims made upon it.

In addition, title insurance policies do not cover all risks relating to a lender not having a first lien with respect to a mortgaged property, and in certain cases, the lender may be subject to a more senior lien despite the existence of a title insurance policy. In those circumstances, the existence of a senior lien may limit the issuing entity’s recovery on that property, which may adversely affect payments on your certificates.

Mortgaged Properties Securing the Mortgage Loans That Are Not in Compliance with Zoning and Building Code Requirements and Use Restrictions Could Adversely Affect Payments on Your Certificates

Noncompliance with zoning and building codes may cause the borrower to experience cash flow delays and shortfalls that would reduce or delay the amount of proceeds available for distributions on your certificates.  At origination of the mortgage loans, the mortgage loan originators took steps to establish that the use and operation of the mortgaged properties securing the mortgage loans were in compliance in all material respects with, or were legally existing non-conforming uses or structures under, all applicable zoning, land-use and building ordinances, rules, regulations, and orders.  Evidence of this compliance may be in the form of legal opinions, confirmations from government officials, title policy endorsements, appraisals, zoning consultants’ reports and/or representations by the related borrower in the related mortgage loan documents.  These steps may not have revealed all possible violations and certain mortgaged properties that were in compliance may not remain in compliance.

Some violations of zoning, land use and building regulations may be known to exist at any particular mortgaged property, but the mortgage loan sellers generally do not consider those defects known to them to be material or have obtained policy endorsements and/or law and ordinance insurance to mitigate the risk of loss associated with any material violation or noncompliance. In some cases, the use, operation and/or structure of a mortgaged property constitutes a permitted nonconforming use and/or structure as a result of changes in zoning laws after such mortgaged properties were constructed and the structure may not be rebuilt to its current state or be used for its current purpose if a material casualty event occurs. In some cases, permitted nonconforming uses and/or structures may be subject to the effects of zoning compliance requirements that are not casualty-related, such as the lifting of a parking compliance moratorium. In some cases, the related borrower has obtained law and ordinance insurance to cover additional costs that result from rebuilding the mortgaged property in accordance with current zoning requirements.  However, if as a result of the applicable zoning laws the rebuilt improvements are constrained by size or square footage limitations, or otherwise are limited in the type of property that may be rebuilt as compared to the original improvements, any potential loss in income will generally not be covered by law and ordinance insurance. Regardless of the type of insurance, insurance proceeds may not be sufficient to pay the mortgage loan in full if a material casualty event were to occur or if a mortgaged property, as rebuilt for a conforming use, is less valuable or generates less revenue. In such cases, the borrower might experience cash flow delays and shortfalls or be subject to penalties that would reduce or delay the amount of proceeds available for distributions on your certificates.

Certain mortgaged properties may be subject to use restrictions pursuant to reciprocal easement or operating agreements which could limit the borrower’s right to operate certain types of facilities within a prescribed radius. These limitations could adversely affect the ability of the borrower to lease the mortgaged property on favorable terms.  See also representation number 24 in APPENDIX V to this free writing prospectus and the identified exceptions thereto in APPENDIX VI to this free writing prospectus.

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The Absence of or Inadequacy of Insurance Coverage on the Property May Adversely Affect Payments on Your Certificates

Certain Risks Are Not Covered Under Standard Insurance Policies. The mortgaged properties may suffer casualty losses due to risks that are not covered by insurance (including acts of terrorism) or for which insurance coverage is not adequate or available at commercially reasonable rates. In addition, some of the mortgaged properties are located in California, Florida, the Gulf Coast of the United States and in other coastal areas of certain states, which are areas that have historically been at greater risk of acts of nature, including earthquakes, fires, hurricanes and floods. The mortgage loans generally do not require borrowers to maintain earthquake, hurricane or flood insurance and we cannot assure you that borrowers will attempt or be able to obtain adequate insurance against such risks. If a borrower does not have insurance against such risks and a casualty occurs at a mortgaged property, the borrower may be unable to generate income from the mortgaged property in order to make payments on the related mortgage loan.

Moreover, if reconstruction or major repairs are required following a casualty, changes in laws that have occurred since the time of original construction may materially impair the borrower’s ability to effect such reconstruction or major repairs or may materially increase their cost.

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

Terrorism Insurance May Not Be Available or Adequately Insure Against Risks of Terrorism and Similar Acts. After the September 11, 2001 terrorist attacks in New York City and the Washington, D.C. area, all forms of insurance were impacted, particularly from a cost and availability perspective, including comprehensive general liability and business interruption or rent loss insurance policies required by typical mortgage loans (which are generally subject to periodic renewals during the term of the related mortgage loans). To give time for private markets to develop a pricing mechanism and to build capacity to absorb future losses that may occur due to terrorism, on November 26, 2002 the Terrorism Risk Insurance Act of 2002 was enacted, which established the Terrorism Insurance Program. Under the Terrorism Insurance Program the federal government shares the risk of loss associated with certain future terrorist acts. The Terrorism Insurance Program was extended through December 31, 2014 by the Terrorism Risk Insurance Program Reauthorization Act of 2007. 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.

In addition, with respect to any act of terrorism for any program year, 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 that threshold (which coverage may not be required by the respective loan documents and may not otherwise be obtainable), such events would not be covered.

The Treasury Department has established procedures for the program under which the federal share of compensation equals 85% of that portion of insured losses that exceeds an applicable insurer deductible required to be paid during each program year (which insurer deductible was fixed by a program extension 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 not be liable for any amount that exceeds this cap).

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

There can be no assurance that upon the expiration of the Terrorism Insurance Program subsequent terrorism insurance legislation will be enacted. Because it is a temporary program, there is no assurance that it will create any long-term changes in the availability and cost of such insurance. In addition, the provisions of any such legislation may include changes from the existing legislation.

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To the extent that uninsured or underinsured casualty losses occur with respect to the related mortgaged properties, losses on commercial mortgage loans may result. In addition, the failure to maintain such terrorism insurance may constitute a default under a commercial mortgage loan, which could result in the acceleration and foreclosure of that commercial mortgage loan. Alternatively, the increased costs of maintaining such insurance could have an adverse effect on the financial condition of the mortgage loan borrowers.

Certain of the mortgage loans are secured by mortgaged properties that are not insured for acts of terrorism. Additionally, certain mortgage loans are secured by mortgaged properties for which coverage for acts of terrorism is required only if certain conditions (such as availability at reasonable rates or maximum cost limits) are satisfied. In both cases, if those casualty losses are not covered by standard casualty insurance policies, then in the event of a casualty from an act of terrorism, the amount available to make distributions on your certificates could be reduced.

With respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as Westfield Countryside, securing approximately 11.7% of the initial pool balance, generally, the insurance policies maintained by the related borrower are required to cover losses resulting from perils and acts of terrorism.  However, if the Terrorism Risk Insurance Program Reauthorization Act of 2007 (or any subsequent statute, extension or reauthorization) is not in effect, such borrower will not be required to pay annual premiums in excess of two times the then current premium for a separate “special causes of loss” (or similar) policy insuring only the related mortgaged property on a stand-alone basis.

See the summaries of the ten (10) largest mortgage loans or groups of cross-collateralized mortgage loans on APPENDIX III to this free writing prospectus for additional detail regarding terrorism and insurance risks relating to the mortgaged properties securing certain of those mortgage loans. See also representation number 29 in APPENDIX V to this free writing prospectus and the identified exceptions thereto in APPENDIX VI to this free writing prospectus.

Certain Other Risks Related to Casualty and Casualty Insurance

The loan documents for each mortgage loan generally require that (A) “special form” (formerly known as “all-risk”) or “fire and extended perils coverage” insurance policies be maintained in an amount equal to either (i) not less than the full replacement cost of the related mortgaged property or (ii) the lesser of the full replacement cost of each related mortgaged property and the outstanding principal balance of the mortgage loan or (B) the related borrower will maintain such insurance coverages in such amounts as the lender may reasonably require. Certain mortgage loans require that the related mortgaged property be covered by windstorm coverage in an amount that is at least equal to the probable maximum loss as determined by a reputable, independent firm. Notwithstanding such requirement, however, under insurance law, if an insured property is not rebuilt, insurance companies are generally required to pay only the “actual cash value” of the property, which is generally equal to the replacement cost of the property less physical depreciation. The determination of “actual cash value” is both inexact and heavily dependent on facts and circumstances. Notwithstanding the requirements of the loan documents, an insurer may refuse to insure a mortgaged property for the loan amount if it determines that the “actual cash value” of the mortgaged property would be a lower amount, and even if it does insure a mortgaged property for the full loan amount, if at the time of casualty the “actual cash value” is lower, and the mortgaged property is not restored, only the “actual cash value” will be paid. Accordingly, if a borrower does not meet the conditions to restore a mortgaged property and the mortgagee elects to require the borrower to apply the insurance proceeds to repay the mortgage loan, rather than toward restoration, there can be no assurance that such proceeds will be sufficient to repay the mortgage loan, which may adversely affect payments on your certificates.

In addition, certain leases may provide that they are terminable in connection with a casualty or condemnation including in the event the leased premises are not repaired or restored within a specified time period.  Lease terminations in such circumstances may impair the ability of the related borrower to repay the related mortgage loan and adversely affect payments on your certificates.

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

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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 tenant or an affiliate of the related borrower is permitted to provide self-insurance against risks.  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 a loss occurs.  Additionally, the risk of blanket or self-insurance can be magnified if affiliated borrowers under multiple mortgage loans in the trust are covered under the same blanket policy.

Property Inspections and Engineering Reports May Not Reflect All Conditions That Require Repair on the Property

Licensed engineers or consultants generally inspected the mortgaged properties and prepared engineering reports in connection with the origination or securitization of the mortgage loans to assess items such as integrity of the buildings and other improvements on the mortgaged property, including, structure, exterior walls, roofing, interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements. However, any such report 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. In those cases where a material condition was disclosed, such condition has been or is required to be remedied to the mortgage loan seller’s satisfaction, or funds as deemed necessary by the mortgage loan seller, or the related engineer or consultant have been reserved to remedy the material condition.  No additional property inspections were conducted by us in connection with the issuance of the certificates. See also representation number 10 in APPENDIX V to this free writing prospectus and the identified exceptions thereto in APPENDIX VI to this free writing prospectus.

Risks Related to Redevelopment and Renovation at the Mortgaged Properties

Certain of the mortgaged properties may be currently undergoing or may undergo in the future redevelopment or renovation. There can be no assurance that current or planned redevelopment or renovation will be completed, that such redevelopment or renovation 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, which could affect the ability of the related borrower to repay the related mortgage loan. With respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as Beverly Garland Hotel, securing approximately 3.5% of the initial pool balance, the sponsor plans to renovate and reposition the related mortgaged property as an upscale independent boutique hotel through a $13 million renovation and refurbishment that is expected to be completed by September 2014.

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

The existence of construction or renovation at a mortgaged property may make such mortgaged property less attractive to tenants or their customers, and accordingly could have a negative effect on net operating income.

If the special servicer forecloses on behalf of the trust on a mortgaged property that is being redeveloped or renovated, pursuant to the REMIC provisions, the special servicer will only be permitted to arrange for completion of the redevelopment or renovation if more than 10% of the costs of construction were incurred at the time the default on the related mortgage loan became imminent. As a result, the issuing entity may not realize as much proceeds upon disposition of a foreclosure property as it would if it were permitted to complete construction.

Debt Service Coverage Ratio and Net Cash Flow Information is Based on Numerous Assumptions

As described under See “DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information” in this free writing prospectus underwritten net cash flow means cash flow (including in certain instances any cash flow from master leases and interest guarantees) adjusted based on a number of assumptions and subjective judgments used by the mortgage loan sellers.  Some assumptions and subjective judgments related to future events, conditions and circumstances, including future income and expense levels, and the re-leasing of occupied space, which will be affected by a variety of complex factors over which none of the issuing entity, the

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depositor, the mortgage loan sellers, the master servicer, the special servicer, the certificate administrator, the trustee or the custodian have control.  In some cases, the underwritten net cash flow for any mortgaged property is higher or lower, and may be materially higher or lower, than the actual annual net operating income for that mortgaged property, based on historical operating statements.  If ultimately proven erroneous, such assumptions could cause the actual operating income for such mortgaged property to differ materially from the underwritten net cash flow set forth in this free writing prospectus.  No representation is made that the underwritten net cash flow set forth in this free writing prospectus as of the cut-off date or any other date represents future net cash flows.  You should review the types of assumptions described below and make your own determination of the appropriate assumptions to be used in determining underwritten net cash flow.

The underwritten net cash flow and underwritten net operating income for such mortgaged properties are derived principally from current rent rolls or tenant leases (or, in some cases, based on leases that are not yet in place or on tenants that may have signed a lease or lease amendment expanding its space but are not yet in occupancy, in operation and/or paying rent) and historical expenses, adjusted to account for inflation, significant occupancy increases and a market rate management fee. For example, with respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as Bridgewater Campus securing a mortgage loan representing approximately 5.1% of the initial pool balance, the rent of the three largest tenants, identified on APPENDIX I to this free writing prospectus as “Henkel Corporation”, “Ingredion Incorporated” and “Azko Nobel Surface Chemistry” and representing approximately 89.4% of the net square footage, is underwritten at an amount equal to the average of the rent payable over the initial lease term.  The mortgaged property identified on APPENDIX I to this free writing prospectus as University Tower Cooperative, securing approximately 2.3% of the initial pool balance, is a cooperatively owned residential property and, consequently, underwriting shown in this free writing prospectus for this mortgage loan is based on estimates of cash flow assuming market rental rates applied to each apartment type and estimated apartment rental expenses.

The amounts representing net operating income and underwritten net cash flow are not a substitute for, or an improvement upon, net income (as determined in accordance with generally accepted accounting principles) as a measure of the results of the mortgaged property’s operations, or a substitute for cash flows from operating activities (as determined in accordance with generally accepted accounting principles) as a measure of liquidity.

In addition, the debt service coverage ratios set forth in this free writing prospectus for the mortgage loans and the mortgaged properties vary, and may 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.

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 this securitization transaction.  All of the mortgaged properties have appraisals dated within the twelve (12) months prior to the cut-off date.

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 another appraiser. 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. Moreover, the values of the mortgaged properties may have fluctuated significantly since the appraisals were performed. The appraisals seek to establish the amount a typically motivated buyer would pay a typically motivated seller and, in certain cases, may have taken into consideration the purchase price paid by the borrower. That amount could be significantly higher than the amount that could be obtained from the sale of a mortgaged property under a distress or liquidation sale. We cannot assure you that the information set forth in this free writing prospectus regarding appraised values or loan-to-value ratios accurately reflects past, present or future market values of the mortgaged properties.

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The Timing of Mortgage Loan Amortization May Cause Increased Pool Concentration, Which May Adversely Affect Payments on Your Certificates

As principal payments or prepayments are made on mortgage loans, the remaining mortgage pool may be subject to increased concentrations of property types, geographic locations and other pool characteristics of the mortgage loans and the mortgaged properties, some of which may be unfavorable. Classes of certificates that have a lower payment priority are more likely to be exposed to this concentration risk than are certificate classes with a higher payment priority. This occurs because realized losses are allocated to the class outstanding at any time with the lowest payment priority and principal on the certificates entitled to principal is generally payable in sequential order or alphanumeric order, with such classes generally not being entitled to receive principal until the preceding class or classes entitled to receive principal have been retired.

The Operation of the Mortgaged Property Following Foreclosure of the Mortgage Loan May Affect the Tax Status of the Issuing Entity and May Adversely Affect Payments on Your Certificates

If the issuing entity acquires a mortgaged property as a result of a foreclosure or deed in lieu of foreclosure, the special servicer will generally retain an independent contractor to operate the property. Among other things, the independent contractor generally will not be able to perform construction work other than repair, maintenance or certain types of tenant build-outs, unless the construction was more than 10% completed when default on the mortgage loan became imminent.  Furthermore, any net income from operations other than qualifying “rents from real property” will subject the issuing entity to a federal tax on such income at the highest marginal corporate tax rate, which is currently 35%, and, in addition, possible state or local tax. “Rents from real property” do not include any rental income based on the net profits derived by any person from such property or allocable to a non-customary service or rental income attributable to personal property leased in connection with a lease of real property if the rent attributable to the personal property exceeds 15% of the total rent for the taxable year. The special servicer may permit the issuing entity to earn such income, but only if it determines that the net after-tax benefit to certificateholders is greater than under another method of operating or leasing the mortgaged property. 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. Any such taxes may reduce net proceeds available for distribution to the certificateholders.

Tenant Leases May Have Provisions That Could Adversely Affect Payments on Your Certificates

In certain jurisdictions, if a tenant lease is subordinate to the lien created by the mortgage and does not contain attornment provisions which require the tenant to recognize a successor owner (following foreclosure) as landlord under the lease, such lease may terminate upon the transfer of the property to a foreclosing lender or purchaser at foreclosure. Not all leases were reviewed to ascertain the existence of these provisions. Accordingly, if a mortgaged property is located in such a jurisdiction and is leased to such a tenant, such mortgaged property could experience a further decline in value if such tenant’s lease were terminated. This is particularly likely if such tenants were paying above-market rents or could not be replaced.

Some of the leases at the mortgaged properties may not be subordinate to the related mortgage, in which case the issuing entity will not possess the right to dispossess the tenant upon foreclosure of the mortgaged property. In addition, if the lease contains provisions inconsistent with the mortgage (e.g., with respect to the application of insurance proceeds or condemnation awards) or which could affect the enforcement of the lender’s rights (e.g., an option to purchase the mortgaged property or a related right of first refusal), the provisions of the lease will control.

Additionally, with respect to certain of the mortgage loans, the related borrower may have granted certain tenants or certain third parties a right of first offer or right of first refusal in the event a sale is contemplated or an option to purchase all or a portion of the mortgaged property. In addition, state statues may grant a right of first refusal to certain designated parties.  Such provisions, if not waived or subordinated, may impede the lender’s ability to sell the related mortgaged property at foreclosure or adversely affect the foreclosure bid price.  With respect to one (1) of the mortgage loans secured by the mortgaged property identified on APPENDIX I to this free writing prospectus as Marriott Chicago River North Hotel, representing approximately 6.4% of the initial pool balance,

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Marriott International has a  purchase right pursuant to the related franchise agreement in the event such mortgaged property is to be transferred to a competitor, however, such rights are subordinate to the lien of the related mortgage.

Risks of Lease Early Termination Options

Leases often give tenants the right to terminate the related lease or abate or reduce the related rent:

● if the landlord/borrower of the applicable mortgaged property allows uses at the mortgaged property in violation of use restrictions in current tenant leases;

● if the landlord/borrower or any of its affiliates owns other properties within a certain radius of the mortgaged property and allows uses at those properties in violation of use restrictions;

● if the related landlord/borrower fails to provide a designated number of parking spaces;

● if there is construction at the related mortgaged property or an adjacent property (whether or not such adjacent property is owned or controlled by the landlord/borrower or any of its affiliates) that may interfere with visibility or a tenant’s use of the mortgaged property;

● upon casualty or condemnation with respect to all or a portion of the mortgaged property that renders such mortgaged property unsuitable for a tenant’s use or if the landlord/borrower fails to rebuild such mortgaged property within a certain time;

● if a tenant’s use is not permitted by zoning or applicable law; or

● if the landlord/borrower defaults on its obligations under the lease.

In each identified instance the borrower may have interests adverse to the lender, and we cannot assure you that the landlord/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. Certain other tenants may have the right to terminate the related lease or abate or reduce the related rent if the related landlord/borrower violates covenants under the related lease or if third parties take certain actions that adversely affect such tenants’ business or operations. We cannot assure you that all or any of the landlords/borrowers will comply with their lease covenants or such third parties will act in a manner required to avoid any termination and/or abatement rights of the related tenant.

In addition, it is common for non-anchor tenants at anchored or shadowed anchored retail centers to have the right to terminate their lease or abate or reduce rent if the anchor or shadow anchor tenant goes dark. Even if non-anchor tenants do not have termination or rent abatement rights, because the anchor or shadow anchor tenant plays a key role in generating customer traffic and making a center desirable for other tenants, we cannot assure you that any loss of an anchor tenant will not have a material adverse impact on the non-anchor tenant’s ability to operate, which may in turn adversely impact the landlord’s/borrower’s ability to meet its obligations under the related loan documents. If an anchor tenant goes dark, generally the landlord’s/borrower’s only remedy is to terminate that lease after the anchor tenant has been dark for a specified amount of time. See “—The Related Borrowers May Have Difficulty Re-Leasing Mortgaged Properties” above.

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 such tenants fail to meet certain sales targets or other business objectives for a specified period of time or if a certain number of anchor tenants, shadow anchors and/or a percentage of the tenants cease to operate at the applicable mortgaged property.  In certain cases, the related tenant may be permitted to terminate its lease in its sole discretion without any such triggers.  For example, with respect to the mortgage loan secured by the mortgaged property identified on APPENDIX I to this free writing prospectus as Matrix Corporate Center, representing approximately 9.9% of the Initial Pool Balance, the largest and second largest tenants, identified on APPENDIX I to this free writing prospectus as “Boehringer Ingelheim” and “Praxair”, representing approximately 31.3% and 19.4%, respectively, of the net square footage, have the following options to terminate their respective leases: (1) with respect to Boehringer Ingelheim, as of the end of November 2014 upon payment of an early termination fee equal to $25,000,000 and (2) with respect to Praxair, a one-time termination right to

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terminate its lease during the twelve (12)  month period which commences on the date that a full service casino is open and operating within a one mile radius of Matrix Corporate Center mortgaged property upon payment of a termination fee generally equal to the landlord’s contribution toward improving the premises for the tenant’s initial occupancy plus interest accruing at a rate equal to the prime rate plus two percent (2%).

Certain mortgaged properties may be leased in whole or in part to government sponsored tenants who have the right to cancel their leases at any time because of lack of appropriations or otherwise.  For example, with respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as Gateway I Office Building, securing approximately 2.0% of the initial pool balance, the largest tenant, the County of San Diego, can terminate its lease with one year notice after the fourth year with a termination fee, and the second largest tenant, the U.S. District Court/Probation, can terminate its lease any time after its initial lease term with ninety (90) days’ notice and no penalty. See APPENDIX I to this free writing prospectus for an identification of any government sponsored tenant that constitutes one of the five (5) largest tenants (or, if applicable, the single tenant) at any mortgaged property.

In addition, certain mortgaged properties may have tenants that are charitable or other non-profit institutions that generally rely on contributions from individuals and government grants or other subsidies to pay rent on office space and other operating expenses. For example, with respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as Matrix Corporate Center, representing approximately 9.9% of the initial pool balance, the third largest tenant, identified on APPENDIX I to this free writing prospectus as “Guideposts” and representing approximately 5.2% of the net square footage, Guideposts is a non-profit organization. There may be other mortgaged properties that are leased to tenants that are charitable or non-profit institutions, some of which tenants are identified on APPENDIX I to this free writing prospectus. 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.

In general, the related mortgage loan sellers have underwritten the mortgage loans with lease expiration dates matching the related early termination option date. However, 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 loan documents.

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

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

Many of the mortgage loans generally place certain restrictions on the transfer and/or pledging of general partnership and managing member equity interests in a borrower such as specific percentage or control limitations. The terms of the mortgages generally permit, subject to certain limitations, affiliate, estate planning and family transfers and the transfer or pledge of less than a controlling portion of the partnership, members’ or other non-managing member equity interests in a borrower. Certain of the mortgage loans do not restrict the pledging of direct or indirect ownership interests in the related borrower, but do restrict the transfer of ownership interests in the related borrower by imposing a specific percentage, a control limitation or requiring the consent of the mortgagee to any such transfer. Certain of the mortgage loans do not prohibit the pledge by direct or indirect owners of the related borrower of equity distributions that may be made from time to time by the borrower to its equity owners. We cannot assure you the ownership of any of the borrowers would not change during the term of the related mortgage loan and result in a material adverse effect on your certificates.  See also representation number 30 in APPENDIX V to this free writing prospectus and the identified exceptions thereto in APPENDIX VI to this free writing prospectus.

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Litigation or Other Legal Proceedings Could Adversely Affect the Mortgage Loans

There may be pending or threatened legal proceedings against, or other past or present adverse regulatory circumstances experienced by, the borrowers, their sponsors and managers of the mortgaged properties and their respective affiliates related to the business of or arising out of the ordinary business of the borrowers, their sponsors, managers and affiliates.

Any such litigation or proceedings could adversely impact the related borrower’s ability to meet its obligations under the related mortgage loan and, as a result, have a material adverse effect on your certificates.

In addition, certain of the borrower sponsors, property managers, affiliates thereof and/or entities controlled thereby have been a party to bankruptcy proceedings, mortgage loan defaults and restructures, discounted payoffs, foreclosure proceedings or deed-in-lieu of foreclosure transactions, or other material proceedings (including criminal proceedings) in the past, whether or not related to the mortgaged property.  In some cases, mortgaged properties securing certain of the mortgage loans previously secured other loans that had been in default, restructured or the subject of a discounted payoff, foreclosure or deed-in-lieu of foreclosure.

Certain of the borrower sponsors may have a history of litigation or other proceedings against their lender, in some cases involving various parties to a securitization transaction.  There can be no assurance that the borrower sponsors that have engaged in litigation or other proceedings in the past will not commence action against the trust in the future upon any attempt by the special servicer to enforce the mortgage loan documents.  Any such actions by the borrower or borrower sponsor may result in significant expense and potential loss to the issuing entity and a shortfall in funds available to make payments on the offered certificates.

If a borrower or a principal of a borrower or affiliate has been a party to a bankruptcy, foreclosure, litigation or other proceeding, particularly against a lender, or has been convicted of a crime in the past, we cannot assure you that the borrower or principal will not be more likely than other borrowers or principals to avail itself or cause a borrower to avail itself of its legal rights, under the federal bankruptcy code or otherwise, in the event of an action or threatened action by the lender or its servicer to enforce the related mortgage loan documents, or otherwise conduct its operations in a manner that is in the best interests of the lender and/or the mortgaged property.  We cannot assure you that any such proceedings or actions will not have a material adverse effect upon distributions on your certificates.  See “—Bankruptcy or Other Proceedings Related to the Sponsor of a Borrower May Adversely Affect the Performance of the Related Mortgage Loan” in this free writing prospectus.  See also representation number 13 in APPENDIX V to this free writing prospectus and the identified exceptions thereto in APPENDIX VI to this free writing prospectus.

Further, 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), whether or not related to the mortgage loans.  There can be no assurance that any such proceedings will not negatively impact a borrower’s or loan sponsor’s ability to meet its obligations under the related mortgage loan and, as a result could have a material adverse effect upon your certificates.

Often it is difficult to confirm the identity of owners of all of the equity in a borrower, which means that past issues may not be discovered as to such owners. We cannot assure you that any such actions, suits or proceedings would not have a material adverse effect on your certificates.

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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.  For example, with respect to the mortgaged property identified on APPENDIX I to this prospectus supplement as Southdale Center, securing a mortgage loan representing approximately 6.4% of the initial pool balance, the City of Edina, Minnesota has entered into an agreement with the related borrower (or an affiliate thereof) that establishes a fixed amount of tax assessments for a specified period of years.

Some of these programs or arrangements may be 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 its mortgage loan.  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.  The termination of any such program could affect the ability of the related borrower to repay the related mortgage loan.

Risks Relating to Tax Credits

With respect to certain mortgage loans secured by multifamily properties, the related property owners may be entitled to receive low-income housing tax credits pursuant to Section 42 of the Internal Revenue Code, which provides a tax credit for owners of multifamily rental properties meeting the definition of low-income housing, who receive a tax credit allocation from the state tax credit allocating agency. The total amount of tax credits to which the property owner is entitled is based upon the percentage of total units made available to qualified tenants. The owners of the mortgaged properties subject to the tax credit provisions may use the tax credits to offset income tax that they may otherwise owe and the tax credits may be shared among the equity owners of the project. In general, the tax credits on the mortgage loans have been allocated to equity investors in the borrower.

The tax credit provisions limit the gross rent for each low-income unit. Under the tax credit provisions, a property owner must comply with the tenant income restrictions and rental restrictions over a minimum 15-year compliance period, although the property owner may take the tax credits on an accelerated basis over a 10-year period. In the event a multifamily rental property does not maintain compliance with the tax credit restrictions on tenant income or rental rates or otherwise satisfy the tax credit provisions of the Internal Revenue Code, the property owner may suffer a reduction in the amount of available tax credits and/or face the recapture of all or part of the tax credits related to the period of noncompliance and face the partial recapture of previously taken tax credits. The loss of tax credits, and the possibility of recapture of tax credits already taken, may provide significant incentive for the property owner to keep the related multifamily rental property in compliance with these tax credit restrictions, which may limit the income derived from the related property.

If the issuing entity were to foreclose on such a property it would be unable to take advantage of the tax credits, but could sell the property with the right to the remaining credits to a tax paying investor. Any subsequent property owner would continue to be subject to rent limitations unless an election was made to terminate the tax credits, in which case the property could be operated as a market rate property after the expiration of three years. The limitations on rent and on the ability of potential buyers to take advantage of the tax credits may limit the issuing entity’s recovery on that property.

The Mortgage Loans Have Not Been Reunderwritten By Us

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 related sponsor and the remedies for breach of a representation and warranty, as described under “DESCRIPTION OF THE MORTGAGE POOL—Representations and Warranties” and “—Repurchases and Other Remedies” in this free writing prospectus.

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 would

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have revealed problems with a mortgage loan not covered by a representation or warranty or would have revealed inaccuracies in the representations and warranties. See “—Risks Related to the Offered Certificates—Mortgage Loan Sellers May Not Be Able to Make a Required Repurchase or Substitution of a Defective Mortgage Loan” below, and “DESCRIPTION OF THE MORTGAGE POOL—Representations and Warranties” and “—Repurchases and Other Remedies” in this free writing prospectus.

A review of the mortgage loans in the pool has been conducted by the mortgage loan sellers as required by Rule 193 under the Securities Act of 1933. As part of such review, each mortgage loan seller and/or one of the underwriters on their behalf engaged a third party accounting firm to compare certain information set forth in this free writing prospectus against certain source documents and engaged one or more law firms to review certain loan and asset information. See “TRANSACTION PARTIES—Bank of America, National Association—Bank of America’s Commercial Mortgage Loan Underwriting Standards”, “—The Sponsors, Mortgage Loan Sellers and Originators—Morgan Stanley Mortgage Capital Holdings LLC—MSMCH’s Underwriting Standards” and “—CIBC Inc.—CIBC’s Underwriting Guidelines and Processes” in this free writing prospectus.

Risks Related to Conflicts of Interest

Conflicts of interest may have an adverse effect on your certificates. Each of the following relationships should be considered carefully by you before you invest in any certificates.  In addition, investors should note that with respect to any non-serviced mortgage loan (including the Marriott Chicago River North Hotel mortgage loan following the securitization of the related pari passu companion loan), conflicts similar to those described below may arise with respect to any securitization governing the related non-serviced loan combination.

Conflicts Between Various Certificateholders

The special servicer is given considerable latitude in determining whether and in what manner to liquidate or modify defaulted mortgage loans. During any Subordinate Control Period, the controlling class representative will have the right to replace the special servicer upon satisfaction of certain conditions set forth in the pooling and servicing agreement (other than, to the extent set forth in the related intercreditor agreement, with respect to any A/B whole loan or loan pair for so long as the related B note holder or serviced companion loan holder is the directing holder with respect to such A/B whole loan or loan pair, as applicable, and other than with respect to any non-serviced mortgage loan). At any given time, the controlling class representative will be controlled generally by the holders of the most subordinate class of Control Eligible Certificates then outstanding that has an aggregate certificate principal balance (as notionally reduced by any appraisal reductions allocable to such class) at least equal to 25% of the initial certificate principal balance of such class, and such holders may have interests in conflict with those of the holders of the other certificates. In addition, during any Subordinate Control Period (other than, to the extent set forth in the related intercreditor agreement, with respect to any A/B whole loan or loan pair for so long as the related B note holder or serviced companion loan holder is the directing holder with respect to such A/B whole loan or loan pair, as applicable, and other than with respect to any non-serviced mortgage loan) the controlling class representative will have the right to advise the special servicer, or will otherwise have approval rights, with respect to certain actions of the special servicer and, in connection with such rights, may act solely in the interest of the holders of certificates of the controlling class, without any liability to any certificateholder. For instance, the holders of certificates of the controlling class might desire to mitigate the potential for loss to that class from a troubled mortgage loan by deferring enforcement in the hope of maximizing future proceeds. However, the interests of the issuing entity may be better served by prompt action, since delay followed by a market downturn could result in less proceeds to the issuing entity than would have been realized if earlier action had been taken. In general, neither the master servicer nor the special servicer is required to act in a manner more favorable to the offered certificates than to the privately offered certificates. See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” in this free writing prospectus.  With respect to any non-serviced mortgage loan serviced pursuant to the pooling and servicing agreement for another securitization, similar conflicts of interest may arise with respect to the controlling class representative, master servicer and special servicer under such securitization.

The master servicer or the special servicer or an affiliate of either of them may hold subordinate mortgage notes or acquire certain of the most subordinated certificates, including those of the initial controlling class. In addition, under certain circumstances the master servicer or the special servicer may be entitled to purchase defaulted mortgage loans and/or REO property from the issuing entity as described in this free writing prospectus. Under such

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circumstances, the master servicer and the special servicer may have interests that conflict with the interests of the other holders of the certificates and/or the issuing entity. In addition, the master servicer and the special servicer will service loans other than those included in the issuing entity in the ordinary course of their business. In these instances, the interests of the master servicer or the special servicer, as applicable, and their respective clients may differ from and compete with the interests of the issuing entity, and their activities may adversely affect the amount and timing of collections on the mortgage loans in the issuing entity notwithstanding the fact that the pooling and servicing agreement will provide that the mortgage loans are to be serviced in accordance with the servicing standard and without regard to ownership of any certificates by the master servicer or the special servicer, as applicable.

Conflicts of Interest of the Trust Advisor

The trust advisor will be required to review certain asset status reports and certain other information, and subject to certain conditions, meet on an annual basis during any Collective Consultation Period and any Senior Consultation Period with the special servicer. During any Collective Consultation Period and any Senior Consultation Period, within sixty (60) days after the end of each calendar year during which any mortgage loan was a specially serviced mortgage loan or any mortgaged property was an REO property, the trust advisor will be required to meet with representatives of the special servicer to review certain operational practices of the special servicer related to specially serviced mortgage loans and REO properties. In addition, during any Collective Consultation Period and any Senior Consultation Period, the special servicer will be required to consult (on a non-binding basis) with the trust advisor in connection with certain major decisions involving any mortgage loan, A/B whole loan, loan pair or any related REO property, provided that with respect to any A/B whole loan or loan pair, the related B note holder or serviced companion loan holder is not the directing holder with respect to such A/B whole loan or loan pair, as applicable. In acting as trust advisor, the trust advisor is required to act solely on behalf of the issuing entity, in the best interest of, and for the benefit of, all of the certificateholders (as a collective whole as if such certificateholders constituted a single lender). See “SERVICING OF THE MORTGAGE LOANS—The Trust Advisor” in this free writing prospectus. In addition, the trust advisor will have no obligations or responsibilities with respect to any non-serviced loan combination or and the Marriott Chicago River North Hotel (or the related pari passu companion loan).

Notwithstanding the foregoing, the trust advisor and its affiliates may have interests that are in conflict with those of certificateholders, especially if the trust advisor or any of its affiliates holds certificates or has financial interests in or other financial dealings with any of the parties to this transaction, a borrower or a parent of a borrower.  Furthermore, in the normal course of its business, the trust advisor and its affiliates have rendered services to, performed surveillance of, and negotiated with, numerous parties engaged in activities related to structured finance and commercial mortgage securitization transactions.  These parties may have included the depositor, the sponsors, the mortgage loan sellers, the originators, the certificate administrator, the trustee, the master servicer, the special servicer and/or the controlling class representative or affiliates of any of those parties.  These relationships, to the extent they exist, may continue in the future.  Each of these relationships may create a conflict of interest.

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

In addition, Bank of America, National Association, as mortgage loan seller, delegated certain portions of its underwriting and origination functions to an affiliate of Situs Holdings LLC, including with respect to certain mortgage loans in the mortgage pool, pursuant to a program of agreed upon underwriting procedures, including the preparation of analyses required by such procedures, subject to the oversight and ultimate review and approval by Bank of America, National Association.

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Conflicts of Interest of the Controlling Class Representative; Rights of the Controlling Class Representative Could Adversely Affect Your Investment

In connection with the servicing of the specially serviced mortgage loans, the special servicer may, at the direction of the controlling class representative (during any Subordinate Control Period and, in any event, subject to the rights of any A/B whole loan directing holder or any loan pair directing holder to the extent set forth in the related intercreditor agreement), take actions with respect to the specially serviced mortgage loans that could adversely affect the holders of some of the classes of certificates. The controlling class representative will be controlled by the controlling class certificateholders. The controlling class representative may have interests in conflict with those of the other certificateholders. As a result, it is possible that the controlling class representative may direct the special servicer to take actions that conflict with the interests of holders of certain classes of the certificates. However, the special servicer is not permitted to take actions that are prohibited by law or violate the servicing standard, the REMIC provisions, the terms of the mortgage loan documents or the related intercreditor agreement. In addition, except as limited by certain conditions described under “SERVICING OF THE MORTGAGE LOANS—The Special Servicer” in this free writing prospectus (and other than, to the extent set forth in the related intercreditor agreement, with respect to any A/B whole loan or loan pair for so long as the related B note holder or serviced companion loan holder is the directing holder with respect to such A/B whole loan or loan pair , as applicable, and other than with respect to any non-serviced mortgage loan), the special servicer may be removed, with or without cause, by the controlling class representative (during any Subordinate Control Period) or by the holders of 75% of the voting rights of the certificates (during any Collective Consultation Period and any Senior Consultation Period). See “SERVICING OF THE MORTGAGE LOANS—The Controlling Class Representative” and “SERVICING OF THE MORTGAGE LOANS—The Special Servicer” in this free writing prospectus. With respect to any non-serviced mortgage loan serviced pursuant to the pooling and servicing agreement for another securitization, similar conflicts of interest may arise with respect to the controlling class representative under such securitization.  The controlling class representative under such securitization will be entitled to direct the related special servicer pursuant to provisions substantially similar to those described above.

Each certificateholder (by its acceptance of its certificates) acknowledges and agrees that (i) the controlling class representative, the controlling class and/or the holders of the Control Eligible Certificates may each have special relationships and interests that conflict with those of holders of the other classes of certificates; (ii) the controlling class representative, the controlling class and/or the holders of the Control Eligible Certificates may act solely in the interests of the Control Eligible Classes (or any of them); (iii) the controlling class representative, the controlling class and/or the holders of the Control Eligible Certificates do not have any duties to the issuing entity or to the holders of any class of certificates; (iv) the controlling class representative, the controlling class and/or the holders of the Control Eligible Certificates may take actions that favor interests of the Control Eligible Classes (or any of them) over the interests of the holders of one or more other classes of certificates; (v) none of the controlling class representative, the controlling class and/or the holders of the Control Eligible Certificates will have any liability whatsoever to the issuing entity, the other parties to the pooling and servicing agreement, the certificateholders or any other person (including any borrower under a mortgage loan) for having acted or having refrained from acting in accordance with or as permitted under the terms of the pooling and servicing agreement and this paragraph; and (vi) the certificateholders may not take any action whatsoever against the controlling class representative, the controlling class, any holder of a Control Eligible Certificate or any of the respective affiliates, directors, officers, shareholders, members, partners, agents or principals thereof as a result of the controlling class representative, the controlling class, and/or the holders of the Control Eligible Certificates, as applicable, having acted or having refrained from acting in accordance with the terms of and as permitted under the pooling and servicing agreement and this paragraph.

Conflicts of Interest of the Directing Holders; Rights of the Directing Holders Could Adversely Affect Your Investment

With respect to any A/B whole loan or loan pair, to the extent set forth in the related intercreditor agreement, the holder of the related B note or serviced companion loan will be the initial A/B whole loan directing holder or loan pair directing holder, as applicable. In connection with the servicing of a mortgage loan that is part of an A/B whole loan or loan pair, to the extent set forth in the related intercreditor agreement, such directing holder will be entitled to advise, grant or withhold approvals or direct the master servicer and the special servicer with respect to certain material servicing actions including foreclosing on and liquidating mortgaged properties. In connection with

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the servicing of a mortgage loan that is part of an A/B whole loan or loan pair, the master servicer and the special servicer may, at the direction of the applicable directing holder, take actions with respect to such mortgage loan that could adversely affect the holders of some of the classes of certificates. Unless otherwise set forth in the related intercreditor agreement, the directing holder with respect to an A/B whole loan or loan pair will not have any duties to the holders of any class of certificates. As a result, it is possible that such a directing holder may direct the special servicer to take actions that conflict with the interests of holders of certain classes of the certificates. In addition, to the extent set forth in the related intercreditor agreement, the special servicer with respect to an A/B whole loan or loan pair may be removed with or without cause by the related directing holder. See “SERVICING OF THE MORTGAGE LOANS—The Controlling Class Representative,” “SERVICING OF THE MORTGAGE LOANS—The Special Servicer” and “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” in this free writing prospectus.

You will be acknowledging and agreeing, by your purchase of offered certificates, that the directing holder for any A/B whole loan or loan pair: (i) may have special relationships and interests that conflict with those of holders of one or more classes of certificates; (ii) may act solely in its own interests, without regard to your interests; (iii) does not have any duties to any other person, including the holders of any class of certificates; (iv) may take actions that favor its interests over the interests of the holders of one or more classes of certificates; and (v) will have no liability whatsoever for having so acted and that no certificateholder may take any action whatsoever against the directing holder or any director, officer, employee, agent or principal of the directing holder for having so acted.

Conflicts Between Certificateholders and the Holders of Subordinate Notes or Mezzanine Notes

Pursuant to the terms of the related co-lender or intercreditor agreements, neither the master servicer nor special servicer may enter into material amendments, modifications or extensions of a mortgage loan without the consent of the holder of the related subordinate or mezzanine note, subject to the expiration of the subordinate or mezzanine note holder’s consent rights. The holders of the subordinate or mezzanine notes (or their respective designees) may have interests in conflict with those of the certificateholders. As a result, approvals to proposed actions of the master servicer or special servicer, as applicable, under the pooling and servicing agreement may not be granted in all instances, thereby potentially adversely affecting some of the classes of certificates.

Conflicts Between Borrowers and Property Managers

It is likely that many of the property managers of the mortgaged properties, or their affiliates, manage additional properties, including properties that may compete with the mortgaged properties. Affiliates of the managers, and 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.

Conflicts Between the Issuing Entity and the Mortgage Loan Sellers

The activities of the mortgage loan sellers, and their affiliates or subsidiaries, may involve properties that are in the same markets as the mortgaged properties underlying the certificates. In such case, the interests of each of the mortgage loan sellers, or their affiliates or subsidiaries, may differ from, and compete with, the interests of the issuing entity, and decisions made with respect to those assets may adversely affect the amount and timing of distributions with respect to the certificates. Conflicts of interest may also arise between the issuing entity and each of the mortgage loan sellers, or their affiliates or subsidiaries, that engage in the acquisition, development, operation, leasing, financing and disposition of real estate if those mortgage loan sellers acquire any certificates. In particular, if certificates held by a mortgage loan seller are part of a class that is or becomes the controlling class, the mortgage loan seller as part of the holders of the controlling class 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 or subsidiaries, as acquirors, developers, operators, tenants, financers or sellers of real estate related assets.

In addition, Bank of America, National Association, as mortgage loan seller, delegated certain portions of its underwriting and origination functions to an affiliate of Situs Holdings LLC, including with respect to certain mortgage loans in the mortgage pool, pursuant to a program of agreed upon underwriting procedures, including the

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preparation of analyses required by such procedures, subject to the oversight and ultimate review and approval by Bank of America, National Association.

Pursuant to an interim servicing agreement between Morgan Stanley Mortgage Capital Holdings LLC and certain of its affiliates, on the one hand, and Wells Fargo Bank, National Association, on the other hand, Wells Fargo Bank, National Association acts as interim servicer with respect to certain of the mortgage loans owned from time to time by Morgan Stanley Mortgage Capital Holdings LLC and those affiliates thereof, including, prior to their inclusion in the issuing entity, six (6) of the mortgage loans to be contributed to this securitization by Morgan Stanley Mortgage Capital Holdings LLC, representing approximately 28.1% of the initial pool balance.

Bank of America, National Association is a party to a custodial agreement with Wells Fargo Bank, National Association (the master servicer, certificate administrator and custodian for this transaction), pursuant to which Wells Fargo Bank, National Association acts as interim custodian with respect to the mortgage loan files for the mortgage loans Bank of America, National Association is selling to the depositor for this securitization.

CIBC Inc. is a party to a custodial agreement with Wells Fargo Bank, National Association (the master servicer, certificate administrator and custodian for this transaction), pursuant to which Wells Fargo Bank, National Association acts as interim custodian with respect to the mortgage loan files for the mortgage loans CIBC Inc. is selling to the depositor for this securitization.

In addition, any subordinate or pari passu indebtedness secured by the related mortgaged property, and any existing and/or future mezzanine loans related to certain of the mortgage loans may be held by the respective sellers of the affected mortgage loans or affiliates or subsidiaries thereof.  For example, with respect to the mortgage loans secured by the mortgaged properties identified on APPENDIX I to this free writing prospectus as Westfield Countryside and Marriott Chicago River North Hotel, representing approximately 11.7% and 6.4%, respectively, of the initial pool balance, Morgan Stanley Mortgage Capital Holdings LLC and Bank of America, National Association, respectively, will, as of the closing date, hold the related serviced companion loan.  The holders of any such indebtedness or mezzanine loans may have interests that conflict with the interests of the holders of the certificates.

Additionally, 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 or subsidiary of a mortgage loan seller, and the mortgage loan sellers, or their affiliates or subsidiaries, 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 or subsidiaries, 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.

The mortgage loan sellers, the sponsors and their respective affiliates expect to derive ancillary benefits from this offering, and their respective incentives may not be aligned with those of purchasers of the certificates. In particular, the mortgage loan sellers, the sponsors and their respective affiliates expect to receive compensation, commissions, payments, rebates, remuneration and business opportunities, in connection with or as a result of this offering of certificates and, accordingly, such parties may record a profit, in an amount based on, among other things, the amount of proceeds (net of transaction expenses) received from the sale of the certificates to investors relative to their investment in the mortgage loans. The benefits to the mortgage loan sellers, the sponsors and their affiliates arising from the decision to securitize the mortgage loans may be greater than they would have been had other mortgage loans been selected.

In addition, the mortgage loan sellers originated or purchased the mortgage loans in order to securitize them by means of a transaction such as the offering of the certificates. A completed sale of the certificates to third parties would reduce the mortgage loan sellers’ and their respective affiliates’ exposure to the risk of ownership of the mortgage loans, and would effectively transfer such risk of ownership to the purchasers of the certificates.

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

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Conflicts of Interest of the Underwriters and Their Affiliates

The activities of the underwriters and their respective affiliates (collectively referred to as the “Underwriter Entities”) may result in certain conflicts of interest. The Underwriter Entities may retain or own in the future, classes of certificates, and any voting rights of that class could be exercised by them in a manner that could adversely impact the certificates. If an Underwriter Entity becomes a holder of any of the certificates, through market-making activity or otherwise, any actions that it takes in its capacity as certificateholder, including voting, providing consents or otherwise, will not necessarily be aligned with the interests of other holders of the same class or other classes of the certificates. To the extent an Underwriter Entity makes a market in the certificates (which it is under no obligation to do), it would expect to receive income from the spreads between its bid and offer prices for the certificates. The price at which an Underwriter Entity may be willing to purchase certificates, if it makes a market, will depend on market conditions and other relevant factors and may be significantly lower than the issue price for the certificates and significantly lower than the price at which it may be willing to sell the certificates.

Certain activities and interests of the Underwriter Entities will not align with, and may in fact be directly contrary to, those of the certificateholders. The Underwriter Entities are part of global investment banking, securities and investment management firms that provide a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high net worth individuals. As such, the Underwriter Entities actively make markets in and trade financial instruments for their own account and for the accounts of customers. These financial instruments include debt and equity securities, currencies, commodities, bank loans, indices, baskets and other products. The Underwriter Entities’ activities include, among other things, executing large block trades and taking long and short positions directly and indirectly, through derivative instruments or otherwise. The securities and instruments in which the Underwriter Entities take positions, or expect to take positions, include loans similar to the mortgage loans, securities and instruments similar to the certificates and other securities and instruments. Market making is an activity where the Underwriter Entities buy and sell on behalf of customers, or for their own account, to satisfy the expected demand of customers. By its nature, market making involves facilitating transactions among market participants that have differing views of securities and instruments. As a result, you should expect that the Underwriter Entities will take positions that are inconsistent with, or adverse to, the investment objectives of investors in the certificates.

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

The Underwriter Entities and their respective 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 certificates or credit derivative or other derivative transactions with other parties pursuant to which they sell or buy credit protection with respect to one or more of the certificates, and do so without consideration of the fact that the underwriters acted as underwriters for the certificates. Such transactions may result in Underwriter Entities and/or their clients having long or short positions in such instruments. Any short positions will increase in value if the related securities or other instruments decrease in value. In conducting such activities, none of the Underwriter Entities has any obligation to take into account the interests of the certificateholders or holders of B notes or serviced companion loans or any possible effect that such activities could have on them. The Underwriter Entities and their respective 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 certificates or the certificateholders or holders of B notes or serviced companion loans.

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

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In addition, the Underwriter Entities will have no obligation to monitor the performance of the certificates or the actions of the master servicer, the special servicer, the certificate administrator, the custodian, the trust advisor or the trustee and will have no authority to advise the master servicer, the special servicer, the certificate administrator, the custodian, the trust advisor or the trustee or to direct their actions.

Furthermore, the Underwriter Entities may have ongoing relationships with, render services to, and engage in transactions with the borrowers, the mortgage loan sellers or sponsors and their respective affiliates, which relationships and transactions may create conflicts of interest between the Underwriter Entities, on the one hand, and the issuing entity, on the other hand. Merrill Lynch, Pierce, Fenner & Smith Incorporated, one of the underwriters, is an affiliate of Banc of America Merrill Lynch Commercial Mortgage Inc., the depositor, and Bank of America, National Association, a sponsor, a mortgage loan seller, an originator and the expected initial holder of the Marriott Chicago River North Hotel pari passu serviced companion loan. Bank of America, National Association, or its affiliates may also have other investment banking or commercial banking relationships with borrowers, originators, servicers, trustees, certificate administrators, REMIC administrators and other transaction parties. In addition, Morgan Stanley & Co. LLC, one of the underwriters, is an affiliate of Morgan Stanley Mortgage Capital Holdings LLC, a sponsor, a mortgage loan seller, an originator and the expected initial holder of the Westfield Countryside pari passu companion loan. Morgan Stanley Mortgage Capital Holdings LLC or its affiliates may also have other investment banking or commercial banking relationships with borrowers, originators, servicers, trustees, certificate administrators, REMIC administrators and other transaction parties. CIBC World Markets Corp., one of the underwriters, is an affiliate of CIBC Inc., a sponsor, a mortgage loan seller and an originator.  CIBC Inc. or its affiliates may also have other investment banking or commercial banking relationships with borrowers, originators, servicers, trustees, certificate administrators, REMIC administrators and other transaction parties.

Conflicts in the Selection of the Underlying Mortgage Loans

The anticipated initial investor in the Control Eligible Certificates was given the opportunity by the mortgage loan sellers to perform due diligence on the mortgage loans originally identified by the mortgage loan sellers for inclusion in the issuing entity, and may have been given the opportunity to request the removal or re-sizing of, or the modification of the expected repayment dates or other features of, some or all of the mortgage loans. The mortgage pool as originally proposed by the mortgage loan sellers may have been adjusted based on some of these requests, if any were made.

We cannot assure you that you or another investor would make the same requests to modify the original pool as the anticipated initial investor or that the final pool if influenced by the anticipated initial investor’s feedback would not adversely affect the performance of your certificates and benefit the performance of the anticipated initial investor’s certificates. Because of the differing subordination levels, the anticipated initial investor 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 anticipated initial investor but that does not benefit other investors. In addition, the anticipated initial investor may enter into hedging or other transactions or otherwise have business objectives that also could cause its interests with respect to the mortgage pool to diverge from those of other purchasers of the certificates. The anticipated initial investor performed due diligence solely for its own benefit and has no liability to any person or entity for conducting its due diligence. Investors are not entitled to rely on in any way the anticipated initial investor’s acceptance of a mortgage loan. The anticipated initial investor’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 anticipated initial investor in the Control Eligible Certificates or its designee is expected to constitute the initial controlling class representative. The controlling class representative will have certain approval rights and rights to direct and consult with the special servicer as described under “SERVICING OF THE MORTGAGE LOANS—The Controlling Class Representative” in this free writing prospectus.

Because the incentives and actions of that anticipated initial investor 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 free writing prospectus and your own view of the mortgage pool.

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Conflicts May Occur as a Result of the Rights of Third Parties To Terminate the Special Servicer of an A/B Whole Loan or Loan Pair

With respect to an A/B whole loan or loan pair, to the extent set forth in the related intercreditor agreement, the holder of the related B note or serviced companion loan will be entitled, under certain circumstances, to remove the special servicer under the pooling and servicing agreement for the A/B whole loan or loan pair and appoint a successor special servicer for the A/B whole loan or loan pair. The party with this appointment power may have special relationships or interests that conflict with those of the holders of one or more classes of certificates. In addition, that party does not have any duties to the holders of any class of certificates, may act solely in its own interests, and will have no liability to any certificateholders for having done so. No certificateholder may take any action against the majority certificateholder of the controlling class, the holder of the related B note or serviced companion loan or other parties for having acted solely in their respective interests. See “DESCRIPTION OF THE MORTGAGE POOL—Material Terms and Characteristics of the Mortgage Loans” and “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” in this free writing prospectus for a description of these rights to terminate a special servicer.

Conflicts Between Certificateholders and Holders of Serviced Companion Loans or B Notes

With respect to each of the mortgage loans secured by the mortgaged properties identified on APPENDIX I to this free writing prospectus as Westfield Countryside and Marriott Chicago River North Hotel, representing approximately 11.7% and 6.4%, respectively, of the initial pool balance, Morgan Stanley Mortgage Capital Holdings LLC and Bank of America, National Association, respectively, will, as of the closing date, hold the related serviced companion loan.  See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” in this free writing prospectus.

The interests of the holder of any related serviced companion loan or B note(or its designee) entitled to exercise various rights with respect to the servicing of a mortgage loan and the related serviced companion loan or B note, as applicable, 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 serviced companion loan or B note (or its designee) for having acted solely in its respective interest.

Other Conflicts

The special servicer (or any prospective replacement special servicer) may enter into one or more arrangements with the controlling class representative, a controlling class certificateholder, a B note holder, a serviced companion loan holder and/or other persons or certificateholders who have the right to remove the special servicer (but may not enter into such arrangements with the trust advisor or any affiliate thereof), to provide for a discount and/or revenue sharing with respect to certain special servicer compensation in consideration of or as a condition of, among other things, the special servicer’s appointment or replacement as special servicer under the pooling and servicing agreement and, with respect to any A/B whole loan or loan pair, under the related intercreditor agreement. Any such party may further consider any such economic arrangements with the special servicer or a prospective replacement special servicer in entering into any decision to appoint or replace such party from time to time, and such considerations would not be required to take into account the best interests of the certificateholders or any group of certificateholders. A primary servicer or the master servicer may enter into an agreement with a mortgage loan seller or sponsor to purchase the servicing rights to related mortgage loans and/or the right to be appointed as the primary servicer or master servicer with respect to such mortgage loans. A mortgage loan seller, sponsor or directing holder may consider the economic arrangement with the servicer in entering into any decision to appoint such servicer from time to time, and such consideration would not be required to take into account the best interests of the certificateholders or any group of certificateholders.

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Risks Related to the Offered Certificates

Subordination of Some Certificates May Affect the Timing of Payments and the Application of Losses on Your Certificates

As described in this free writing prospectus, the rights of the holders of each class of subordinate certificates, and the Class PST certificates in respect of its various components, to receive payments of principal and interest otherwise payable on their certificates will be subordinated to such rights of the holders of the more senior certificates having an earlier alphabetical or alphanumeric class designation and to the rights of the holders of the Class PST certificates in respect of any components thereof having an earlier alphabetical designation.  Losses (other than losses attributable to trust advisor expenses) on the mortgage loans will be allocated to the Class J, Class H, Class G, Class F, Class E and Class D certificates, the Class C and Class PST certificates (pro rata based on their respective percentage interests in the Class C trust component), the Class B and Class PST certificates (pro rata based on their respective percentage interests in the Class B trust component) and the Class A-S and Class PST certificates (pro rata based on their respective percentage interests in the Class A-S trust component), in that order, reducing amounts otherwise payable to each such class. Any remaining losses would then be allocated or cause shortfalls to the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 certificates, pro rata, and, solely with respect to losses of interest, to the Class X-A and Class X-B certificates, in proportion to the amounts of interest distributable on or the principal balances of, as applicable, those certificates. Notwithstanding the foregoing, losses attributable to trust advisor expenses will not be allocated to the Control Eligible Certificates.

Considerations Regarding Original Issue Discount

Certain classes of 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 respect to the original issue discount. See “MATERIAL FEDERAL INCOME TAX CONSEQUENCES—Original Issue Discount” in this free writing prospectus.

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

In limited circumstances, the related mortgage loan seller may be obligated to repurchase or replace a mortgage loan that it sold to us if the applicable mortgage loan seller’s representations and warranties concerning that mortgage loan are materially breached or if there are material defects in the documentation for that mortgage loan.  Each mortgage loan seller is the sole warranting party in respect of the mortgage loans sold by such mortgage loan seller to us.  There can be no assurance that any of these entities will be in a financial position to effect a repurchase or substitution and neither we nor any of our affiliates (except, in certain circumstances, for Morgan Stanley Mortgage Capital Holdings LLC in its capacity as a mortgage loan seller) are obligated to repurchase or substitute any mortgage loan in connection with either a material breach of any mortgage loan seller’s representations and warranties or any material document defects, if such mortgage loan seller defaults on its obligation to do so.  The representations and warranties address the characteristics of the mortgage loans and mortgaged properties as of the date of issuance of the certificates.  They do not relieve you or the issuing entity of the risk of defaults and losses on the mortgage loans.  In addition, any mortgage loan that is not repurchased or substituted and that is not a “qualified mortgage” for a REMIC may cause the issuing entity to fail to qualify as one or more REMICs or cause the trust to incur a tax.  See “DESCRIPTION OF THE MORTGAGE POOL—Representations and Warranties” and “—Repurchases and Other Remedies” in this free writing prospectus.

Your Lack of Control Over the Issuing Entity Can Create Risks

Except as described below, you and other certificateholders generally do not have a right to vote and do not have the right to make decisions with respect to the administration of the issuing entity. See “SERVICING OF THE MORTGAGE LOANS—General” in this free writing prospectus. Those decisions are generally made, subject to the express terms of the pooling and servicing agreement, by the master servicer, the special servicer, the trustee, the custodian or the certificate administrator, as applicable. Any decision made by one of those parties in respect of the

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issuing entity, even if that decision is determined to be in your best interests by that party, may be contrary to the decision that you or other certificateholders would have made and may negatively affect your interests.

During any Subordinate Control Period, the controlling class representative will have the right to replace the special servicer with or without cause. During any Collective Consultation Period and any Senior Consultation Period, the holders of at least 25% of the voting rights of the certificates may request a vote to replace the special servicer. The subsequent vote may result in the termination and replacement of the special servicer if within one hundred eighty (180) days of the initial request for that vote the holders of at least 75% of the voting rights of the certificates, vote affirmatively to so replace. Notwithstanding the foregoing, in the case of an A/B whole loan or loan pair, for so long as the holder of the related B note or serviced companion loan is the directing holder with respect to such A/B whole loan or loan pair, and to the extent set forth in the related intercreditor agreement, only the holder of such B note or serviced companion loan, as applicable, may replace the special servicer for such A/B whole loan or loan pair, as applicable, without cause. See “SERVICING OF THE MORTGAGE LOANS—The Controlling Class Representative,” “DESCRIPTION OF THE MORTGAGE POOL—Material Terms and Characteristics of the Mortgage Loans” and “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” in this free writing prospectus.

In addition, although there is a trust advisor with certain obligations in respect of reviewing the compliance of the special servicer with certain of its obligations under the pooling and servicing agreement, the trust advisor has no control or consultation rights over actions by the special servicer during any Subordinate Control Period. In addition, the trust advisor only has the limited obligations and duties set forth in the pooling and servicing agreement, and has no fiduciary or other 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 trust advisor act as a surrogate for the certificateholders. You should not rely on the trust 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.

Furthermore, each non-serviced mortgage loan (including the Marriott Chicago River North Hotel mortgage loan following the securitization of the related pari passu companion loan) is serviced pursuant to a separate pooling and servicing agreement, and certificateholders will have no right to make, or consult in respect of, decisions with respect to the administration of such non-serviced mortgage loan; however, the issuing entity will be entitled to exercise all rights of the non-controlling note holder to the extent set forth in the related intercreditor agreement.  See “DESCRIPTION OF THE MORTGAGE POOL—The Non-Serviced Loan Combinations—The Southdale Center Non-Serviced Loan Combination—The Southdale Center Intercreditor Agreement.”

In certain limited circumstances, certificateholders have the right to vote on matters affecting the issuing entity. In some cases these votes are by certificateholders taken as a whole and in others the vote is by class. In all cases voting is based on the outstanding certificate principal balance, which is reduced by realized losses. In certain cases with respect to the termination of the special servicer and the trust advisor only, certain voting rights will also be reduced by appraisal reductions. These limitations on voting could adversely affect your ability to protect your interests with respect to matters voted on by certificateholders. See “SERVICING OF THE MORTGAGE LOANS—The Controlling Class Representative” in this free writing prospectus.

Rights of the Trust Advisor, the Controlling Class Representative and Any Directing Holder Could Adversely Affect Your Investment

During any Subordinate Control Period, in connection with certain material servicing actions with respect to the mortgage loans (other than with respect to any non-serviced mortgage loan or any A/B whole loan or loan pair (to the extent set forth in the related intercreditor agreement and for so long as the holder of the related B note or serviced companion loan is the directing holder with respect to such A/B whole loan or loan pair)), the special servicer generally will be required to obtain the consent of the controlling class representative. During any Collective Consultation Period and any Senior Consultation Period, the special servicer generally will be required to consult the trust advisor and, only during any Collective Consultation Period, the controlling class representative, in each case on a non-binding basis, in connection with certain material decisions with respect to the mortgage loans (other than with respect to any non-serviced mortgage loan or any A/B whole loan or loan pair (to the extent set

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forth in the related intercreditor agreement)). These actions and decisions include, among others, certain modifications to the mortgage loans, including modifications of monetary terms, foreclosure or comparable conversion of the related mortgaged properties, and certain sales of the mortgage loans or REO properties for less than the outstanding principal amount plus accrued interest, fees and expenses. See “SERVICING OF THE MORTGAGE LOANS—The Controlling Class Representative” and “—The Trust Advisor” in this free writing prospectus for a list of actions and decisions requiring consultation with the trust advisor and consultation with or the consent of the controlling class representative. As a result of these obligations, the special servicer may take actions with respect to a mortgage loan that could adversely affect the interests of investors in one or more classes of certificates.

See “RISK FACTORS—Risks Related to Conflicts of Interest—Conflicts of Interest of the Trust Advisor” and “—Conflicts of Interest of the Controlling Class Representative; Rights of the Controlling Class Representative Could Adversely Affect Your Investment” for a discussion of certain conflicts of interest of the controlling class representative and the trust advisor.

Reimbursement of Trust Advisor Expenses Could Reduce Payments on the Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class A-S, Class B, Class PST, Class C, Class D, Class E and Class F Certificates

As described elsewhere in this free writing prospectus, in general, unless your certificates are Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A or Class X-B certificates, your right to receive distributions of amounts collected or advanced on or in respect of the mortgage loans will generally be subordinated to those of the holders of the certificates with a more senior payment priority (as described under “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions—Application of the Available Distribution Amount” in this free writing prospectus) than your class and to those of the holders of Class PST certificates in respect of the components thereof with a more senior payment priority (as described under “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions—Application of the Available Distribution Amount” in this free writing prospectus) than your class.  However, the Control Eligible Certificates will not provide subordination to the more senior classes of certificates in the event of losses incurred by the issuing entity due to reimbursement of trust advisor expenses (other than the trust advisor fee). Therefore, amounts that might otherwise be distributable in respect of the Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class A-S, Class B, Class PST, Class C, Class D, Class E and Class F certificates may be used to reimburse trust advisor expenses in full without any corresponding reduction to amounts payable to the Control Eligible Certificates. See “—Subordination of Some Certificates May Affect the Timing of Payments and the Application of Losses on Your Certificates,” “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions—Allocation of Trust Advisor Expenses,” “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions—Application of the Available Distribution Amount” and “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions—Subordination; Allocation of Collateral Support Deficit” in this free writing prospectus.

The Yield on Your Certificates Will Be Affected By the Price at Which the Certificates Were Purchased and the Rate, Timing and Amount of Distributions on Your Certificates

The yield on any certificate will depend on (1) the price at which such certificate is purchased by you and (2) the rate, timing and amount of distributions on your 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 (or, in the case of a Class PST certificate, for the respective components comprising such certificate);

● the rate and timing of principal payments (including principal prepayments) and other principal collections (including loan purchases in connection with breaches of representations and warranties or in connection with an optional termination of the issuing entity) 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 principal balance or notional amount of such certificate;

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

● the rate and timing of any reimbursement of the master servicer, the special servicer or the trustee, as applicable, out of the Collection Account of Nonrecoverable Advances or advances remaining unreimbursed on a modified mortgage loan on the date of such modification;

● the timing and severity of any interest shortfalls resulting from prepayments to the extent not offset by a reduction in master servicer compensation as described in this free writing prospectus;

● the timing and severity of any reductions in the appraised value of any mortgaged property in a manner that has an effect on the amount of advancing required on the related mortgage loan; and

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

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 and liquidations by borrowers, or repurchases as a result of a mortgage loan seller’s material breach of representations and warranties or material defects in a mortgage loan’s documentation, or purchases by a mezzanine holder, a B note holder or a serviced companion loan holder pursuant to a purchase option. In addition, certain of the mortgage loans may require that, upon the occurrence of certain events, funds held in escrow or proceeds from letters of credit are applied to the outstanding principal balance of such mortgage loans.

The yield on each class of certificates with (or evidencing an interest in a trust component with) a pass-through rate limited by, equal to or based on the weighted average net interest rate of the pool of mortgage loans could (and in the case of each class of certificates with (or evidencing an interest in a trust component with) a pass-through rate equal to or based on the weighted average net interest rate of the pool of mortgage loans, would) be adversely affected if mortgage loans with higher interest rates pay faster than the mortgage loans with lower interest rates.  Such pass-through rates may be adversely affected as a result of a decrease in the weighted average of the net interest rates on the mortgage loans even if principal prepayments do not occur. In addition, because some mortgage loans will amortize their principal more quickly than others, any such pass-through rate may fluctuate over the life of your certificates. See “YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS” in this free writing prospectus.

The Class X-A certificates will not be entitled to distributions of principal but instead will accrue interest on their Notional Amount.  Because the Notional Amount of the Class X-A certificates is based upon the outstanding Certificate Principal Balances of the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 certificates and the Class A-S trust component, 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 Mortgage Loans to the extent allocated to the classes of certificates and, without duplication, trust components whose Certificate Principal Balances comprise the related Notional Amount.  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.

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. In general, if you buy an offered certificate at a premium, and principal distributions occur faster than expected, your actual yield to maturity will be lower than expected. If the rate of principal prepayments on the mortgage loans is very high, holders of certificates purchased at a premium might experience yields that are lower, and potentially substantially lower, than anticipated. Conversely, if you buy an offered certificate at a discount and principal distributions occur more slowly than expected, your actual yield to maturity will be lower than expected. See “YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS” in this free writing prospectus.

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

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when you may be unable to reinvest any resulting payment of principal on your certificates at a rate comparable to the effective yield anticipated by you in making your investment in the certificates. Conversely, 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. See “YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS” in this free writing prospectus.

The extent to which prepayments on the mortgage loans in the issuing entity ultimately affect the weighted average life of the certificates will depend on the terms of the certificates, and more particularly the order in which principal payments are made on the respective classes of certificates with certificate principal balances.

Reimbursements to the master servicer, special servicer or the trustee for nonrecoverable advances or workout delayed reimbursement amounts, or to the trust advisor for certain expenses in accordance with the pooling and servicing agreement, may reduce the amount of principal available to be distributed on your certificates and could extend the weighted average life of your certificates. See “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions” in this free writing prospectus.

Voluntary prepayments under some of the mortgage loans are prohibited for specified lock-out periods or, if permitted, generally require the payment of a prepayment premium or a yield maintenance charge or both, unless the prepayment occurs within a specified period prior to and including the anticipated repayment date or maturity date, as the case may be. Nevertheless, we cannot assure you that the related borrowers will refrain from prepaying their mortgage loans due to the existence of a prepayment premium or a yield maintenance charge or that the amount of such premium or charge will be sufficient to compensate you for shortfalls in payments on your certificates on account of such prepayments. We also cannot assure you that involuntary prepayments will not occur or that borrowers will not default in order to avoid the application of lock-out periods. 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 ability of the master servicer or special servicer to enforce the related provisions;

● the failure to meet certain requirements for the release of escrows/reserves that result in a prepayment;

● the occurrence of casualties or natural disasters; and

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

Variability in the Amounts and Enforcement of Yield Maintenance Charges and Prepayment Premiums May Affect the Yield to Maturity on Your Certificates. Generally, no yield maintenance charge or prepayment premium will be required for prepayments (i) in connection with a casualty or condemnation unless an event of default has occurred and is continuing or (ii) in connection with the resolution of a specially serviced mortgage loan. In addition, certain mortgage loans may allow for all or a portion of the outstanding principal amount to be prepaid, without any prepayment premium or yield maintenance charge, if any insurance proceeds or condemnation awards are applied against the outstanding principal amount of the loan. In addition, if a mortgage loan seller repurchases any mortgage loan from the issuing entity due to the material breach of a representation or warranty or a material document defect or the mortgage loan is otherwise purchased from the issuing entity, 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 yield maintenance charge or prepayment premium will be payable. Further, the holder of the related B note or serviced companion loan in an A/B whole loan or loan pair will or, in the case of a mortgage loan with a corresponding mezzanine loan, the related mezzanine lender may, have the option to purchase the related mortgage loan after certain defaults, and the purchase price may not include any yield maintenance payments or

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premium charges. See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” and “DESCRIPTION OF THE MORTGAGE POOL—Material Terms and Characteristics of the Mortgage Loans—Subordinate and Other Financing” in this free writing prospectus. Any such repurchase or purchase may, therefore, adversely affect the yield to maturity on your certificates.

Although all of the mortgage loans have protection against voluntary prepayments in the form of lock-out periods, defeasance provisions, yield maintenance provisions and/or prepayment premium provisions, there can be no assurance that (i) borrowers will refrain from prepaying mortgage loans due to the existence of a yield maintenance charge or prepayment premium; (ii) involuntary prepayments or repurchases will not occur; or (iii) partial prepayments will not occur in the case of those loans that permit such prepayment without a yield maintenance charge or prepayment premium.

Provisions prohibiting prepayment during a lock-out period or requiring the payment of prepayment premiums or yield maintenance charges may not be enforceable, or may be deemed usurious, in some states and under federal bankruptcy law, regardless of whether the prepayment is voluntary or involuntary. We cannot assure you that foreclosure proceeds will be sufficient to pay an enforceable prepayment premium or yield maintenance charge. Additionally, although the collateral substitution provisions related to defeasance do not have the same effect on the certificateholders as prepayment, we cannot assure you that a court would not interpret those provisions as requiring a yield maintenance charge and therefore unenforceable under applicable law or public policy or usurious.

In addition, the yield maintenance formulas are not the same for all of the mortgage loans that have yield maintenance charges. This can lead to substantial variance from loan to loan with respect to the amount of yield maintenance charge that is due on the related prepayment. Also, the description in the mortgage notes of the method of calculation of prepayment premiums and yield maintenance charges is complex and subject to legal interpretation and it is possible that another person would interpret the methodology differently from the way we did in estimating an assumed yield to maturity on your certificates as described in this free writing prospectus.

See APPENDIX I to this free writing prospectus for a description of the various prepayment provisions.

Losses on the Mortgage Loans; Variability of Yield

The yield to maturity on the offered certificates will be sensitive in varying degrees (with the Class C Certificates and the Class PST certificates (to the extent they represent an interest in the Class C trust component) being the most sensitive) to the default and loss experience on or in respect of the mortgage loans and to the timing of any such defaults or losses (including collateral support deficits).  The rights of the holders of any class of offered certificates, other than the Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4 and Class X-A certificates, to receive distributions in respect of the mortgage loans will generally be subordinate to the rights of the holders of the Class X-B certificates and various classes of offered certificates as described under “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions—Application of the Available Distribution Amount” in this free writing prospectus.  See “—Subordination of Some Certificates May Affect the Timing of Payments and the Application of Losses on Your Certificates” above.  Although the Class R certificates are generally subordinate to the other certificates, the Class R certificates do not have certificate principal balances and do not provide any material protection to the holders of the other certificates against losses and other shortfalls in collections on the mortgage loans.  Investors in the offered certificates should consider the risk that losses on or in respect of the mortgage loans could result in the failure of such investors to fully recover their initial investments.

The yield to maturity on the offered certificates will also be affected by the rate and timing of principal payments (including by reason of principal prepayments, defaults and liquidations) on or in respect of the mortgage loans and the application of such payments to reduce the certificate principal balances or notional amounts of such certificates.  The yield to maturity on the Class X-A certificates will be highly sensitive to the rate and timing of principal payments (including by reason of prepayments, defaults and liquidations) on or in respect of the mortgage loans, and investors in the Class X-A certificates should fully consider the associated risks, including the risk that an extremely rapid rate of amortization and prepayment of the mortgage loans (and correspondingly, of the aggregate notional amount of their certificates) could result in the failure of such investors to recoup their initial investment.  As described herein, distributions of principal generally will not be made on any class of subordinate certificates until the aggregate certificate principal balance of each class of certificates, if any, with an earlier alphabetical class designation is reduced to zero (subject to the Class A-S certificates being subordinate to the Class A-1, Class A-2,

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Class A-AB, Class A-3, Class A-4, Class X-A and Class X-B certificates and further subject to the allocation of payments and losses to the Class PST certificates, which will be allocated in respect of the Class PST Components, pro rata with each class of the Class A-S, Class B and Class C certificates to the extent of their respective percentage interests in the Class A-S, Class B and Class C trust components).  For instance, distributions of principal will not be made on the Class E certificates until the aggregate certificate principal balance of the Class D certificates is reduced to zero.  The allocation to the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 certificates for so long as they are outstanding, of all principal payments on or in respect of the mortgage pool will have the effect of accelerating the amortization of such certificates relative to the actual amortization of the mortgage pool, while increasing (in the absence of losses on the mortgage loans) the proportionate interest evidenced by the subordinate certificates in the mortgage pool, which is intended to preserve the availability of the subordination provided by such subordinate certificates to such certificates and will cause the certificate principal balances of such subordinate certificates to decline more slowly than would be the case if holders of such subordinate certificates received their proportionate share of principal payments on or in respect of the mortgage pool.  As a result, the weighted average lives of such subordinate certificates will likely be longer than otherwise would be the case, and the performance characteristics of such subordinate certificates will be different from other mortgage pass-through certificates that do not disproportionately allocate principal payments on or in respect of the underlying mortgage assets according to the certificate class.  With respect to each class of offered certificates (other than the Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4 and Class X-A certificates) being offered at a discount from its aggregate certificate principal balance, prospective investors should strongly consider the effects of the foregoing on their anticipated yields to maturity.

For an additional discussion of factors affecting the Class X-A certificates, see “YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS—Yield on the Class X-A Certificates” herein.

The Exchangeable Certificates Are Subject to Additional Risks

The characteristics of the Class PST certificates, which are referred to as exchangeable certificates, will reflect the aggregate characteristics of the Class A-S, Class B and Class C certificates, which are also referred to as exchangeable certificates.  Investors should also consider a number of factors that will limit a certificateholder’s ability to exchange exchangeable certificates:

● A certificateholder who desires to exchange Class A-S, Class B and Class C certificates for Class PST certificates must own Class A-S, Class B and Class C certificates in an “Exchange Proportion” (as described in the bullet below) at the time of any proposed exchange.  A certificateholder who desires to exchange Class PST certificates for Class A-S, Class B and Class C certificates would generally be entitled to receive Class A-S, Class B and Class C certificates in an Exchange Proportion.

● An “Exchange Proportion” consists of Class A-S, Class B and Class C certificates with original certificate principal balances (regardless of current certificate principal balance) that represent approximately 34.074%, 42.222% and 23.704%, respectively, of the aggregate original certificate principal balances of all Class A-S, Class B and Class C certificates involved in the exchange.

● A certificateholder that owns exchangeable certificates and desires to make an exchange, but does not own exchangeable certificates that collectively are in the necessary proportions of original certificate principal balances to make the desired exchange, may be unable to obtain other exchangeable certificates sufficient to compose such an exchange proportion or may be able to exchange the portion (if any) of its Exchangeable certificates that represents an Exchange Proportion.  Other certificateholders may be unwilling to sell their certificates at reasonable prices (or at any price) or may be unable to sell their certificates, or certificates may have been purchased or placed into other financial structures and thus may be unavailable for purchase in any secondary market.  Such circumstances may prevent you from obtaining exchangeable certificates in the proportions necessary to effect an exchange.

● Exchanges will not be permitted from and after the date when the Class A-S trust component (and therefore the Class A-S certificates and the Class PST Component A-S of the Class PST certificates) has been retired as a result of such class being paid all interest and principal on such class in full.

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● Exchanges will not be permitted from and after any date when any class of exchangeable certificates ceases to be maintained in book-entry form.

● Exchangeable certificates may only be held in authorized denominations.

See “DESCRIPTION OF THE OFFERED CERTIFICATES—Exchangeable Certificates” in this free writing prospectus.

Release of Collateral May Reduce the Yield on Your Certificates

Notwithstanding the prepayment provisions described in this free writing prospectus, certain of the mortgage loans permit the release of a mortgaged property (or a portion of the mortgaged property) subject to the satisfaction of certain conditions described in APPENDIX I to this free writing prospectus. In order to obtain such release (other than with respect to the release of certain non-material portions of the mortgaged properties which may not require payment of a release price), the related borrower is generally required (among other things) to pay a release price, which in some cases does not include a prepayment premium or yield maintenance charge on all or a portion of such payment. Any such prepayment may adversely affect the yield to maturity of your certificates. See “—The Yield on Your Certificate Will Be Affected By the Price at Which the Certificate Was Purchased and the Rate, Timing and Amount of Distributions on Your Certificate” in this free writing prospectus.

In addition, certain mortgage loans provide for the release, without prepayment or defeasance, of outparcels or other portions of the related mortgaged property that were given no value or minimal value in the underwriting process, subject to the satisfaction of certain conditions. Certain of the mortgage loans also permit the related borrower to substitute collateral under certain circumstances.

See “DESCRIPTION OF THE MORTGAGE POOL—Material Terms and Characteristics of the Mortgage Loans—Partial Releases Other Than in Connection with Defeasance” and APPENDIX I to this free writing prospectus for further details regarding the various release provisions.

You Bear The Risk of Borrower Defaults

The rate and timing of delinquencies or defaults on the mortgage loans could affect the following aspects of your certificates:

● the aggregate amount of distributions on them;

● their yields to maturity;

● their rates of principal payments; and

● their weighted average lives.

The rights of holders of each class of subordinate certificates to receive payments of principal and interest otherwise payable on their certificates will be generally subordinated to such rights of the holders of the more senior certificates having an earlier alphabetical or alphanumeric class designation (subject to the allocations of payments and losses to the Class PST certificates, which will be allocated in respect of the Class PST Components, pro rata with each of the Class A-S, Class B and Class C Certificates to the extent of their respective percentage interests in the related trust components). See “—Subordination of Some Certificates May Affect the Timing of Payments and the Application of Losses on Your Certificates” above in this free writing prospectus.

If losses on the mortgage loans exceed the aggregate certificate principal balance of the classes of certificates (or related Class PST Components) subordinated to a particular class (or, in the case of the Class A-S, Class B or Class C certificates, such class of certificates and any related Class PST Component), that particular class (and any related Class PST Component) will suffer a loss equal to the full amount of that excess up to the outstanding certificate principal balance of such class (and Class PST Component, as applicable).

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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 such losses are allocable to your certificates, your actual yield to maturity will be lower than the assumed yield. Under certain scenarios, such yield could be negative. In general, the earlier a loss is borne by your certificates, the greater the effect on your yield to maturity.

Additionally, delinquencies and defaults on the mortgage loans may significantly delay the receipt of distributions by you on your certificates, unless 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.

Also, if the related borrower does not repay a mortgage loan with an anticipated repayment date by its anticipated repayment date, the effect will be to increase the weighted average life of your certificates and may reduce your yield to maturity.

Furthermore, if principal and interest advances and/or servicing advances are made with respect to a mortgage loan after default and the mortgage loan is thereafter worked out under terms that do not provide for the repayment of those advances in full at the time of the workout, then any reimbursements of those advances prior to the actual collection of the amount for which the advance was made may also result in reductions in distributions of principal to the holders of the certificates for the current month.

Realization on a Mortgage Loan That Is Part of an A/B Whole Loan or Loan Pair May Be Adversely Affected by the Rights of the Related Directing Holder

In connection with the making of any material decisions or the taking of any material actions with respect to a mortgage loan that is part of an A/B whole loan or loan pair, or the taking of certain specified actions that would constitute major decisions with respect to the servicing of such mortgage loan, the special servicer will, to the extent set forth in the related intercreditor agreement, be required to obtain the consent of the related directing holder. These actions and decisions may include, among others, certain modifications to such mortgage loan, including modifications, foreclosure or comparable conversion of the related mortgaged properties, sales of such mortgage loan or related REO properties for less than the outstanding principal amount plus accrued interest, fees and expenses, budget approvals, escrow releases, property alterations, replacement of the property manager, debt service coverage ratio determinations and the determination, declaration or waiver of an event of default. As a result of these obligations, the special servicer may take actions with respect to a mortgage loan that is part of an A/B whole loan or loan pair that could adversely affect the interests of investors in one or more classes of certificates. In addition to the foregoing consent rights, a directing holder may have the right to (i) replace the special servicer with respect to the related A/B whole loan or loan pair at any time with or without cause and/or (ii) exercise a right to cure defaults and/or purchase the related mortgage loan after the mortgage loan becomes a defaulted mortgage loan. See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” for a more complete list of actions and decisions with respect to the A/B whole loans and loan pairs requiring the consent of the related directing holder and a description of the rights of the related directing holder.

Any sale of a mortgage loan that is part of an A/B whole loan or loan pair by the special servicer will not terminate or otherwise limit the payment, servicing, intercreditor and other rights of the holder of the related B note or serviced companion loan. The attendant constraints on a prospective purchaser’s ability to control the servicing or special servicing, including the workout, foreclosure or other resolution of the related A/B whole loan or loan pair, may adversely affect the ability of the special servicer to sell the related mortgage loan after a loan default. In addition, the net proceeds of any such sale that does occur may be substantially less than would have been realized if the mortgage loan were not part of an A/B whole loan or loan pair.

You Will Have No Control Over the Servicing of the Non-Serviced Pari Passu Mortgage Loans

Each non-serviced mortgage loan (including The Marriott Chicago River North Hotel mortgage loan on and after the securitization of the related pari passu companion loan) is secured by a mortgaged property that also secures a pari passu companion loan that is not an asset of the issuing entity.  To the extent such non-serviced pari passu companion loan is included in another securitization, the non-serviced mortgage loan will be serviced and administered by the other master servicer and, if applicable, specially serviced by the other special servicer, in each case under the pooling and servicing agreement related to such other securitization.  As a result, no certificateholders will have any control over any servicing of any non-serviced mortgage loan (including The Marriott Chicago River

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North Hotel mortgage loan on and after the securitization of the related companion loan), except that the controlling class representative under this securitization will have the right to consult with respect to certain matters, on a non-binding basis, with the special servicer for any such other securitization to the extent set forth in the related intercreditor agreement. See “DESCRIPTION OF THE MORTGAGE POOL—The Non-Serviced Loan Combinations” and “—The A/B Whole Loans and the Loan Pairs—The Southdale Center Loan Pair” in this free writing prospectus.

The Servicing of the Marriott Chicago River North Hotel Loan Pair Will Shift to Others

With respect to the Marriott Chicago River North Hotel loan pair, the servicing of such loan pair will be governed by the pooling and servicing agreement for this transaction only until such time as the related pari passu companion loan is securitized in a separate securitization.  At that time, servicing responsibilities for the mortgage loan and related companion loan will shift to the master servicer and the special servicer under such other securitization and will be governed by the pooling and servicing agreement related to such other securitization and the related intercreditor agreement.  Neither the closing date of any such securitization nor the identity of any such other master servicer or special servicer have been determined.  In addition, the provisions of any such other pooling and servicing agreement have not been determined, although they will be required pursuant to the related intercreditor agreement to satisfy the requirements under “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs—The Marriott Chicago River North Hotel Loan Pair” in this free writing prospectus.  Prospective investors should be aware that they will not have any control over the identity of the other master servicer or special servicer, nor will they have any assurance as to the terms of the pooling and servicing agreement related to such other 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 for this transaction 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 related loan combination, and we anticipate that the holder of the related pari passu companion loan 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 substantially similar in all material respects to or materially consistent with those granted to the controlling class representative in this transaction. See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs—The Marriott Chicago River North Hotel Loan Pair” in this free writing prospectus.

If the Marriott Chicago River North Hotel loan pair becomes specially serviced prior to the securitization of the pari passu companion loan, the special servicer will be required to service and administer the Marriott Chicago River North Hotel loan pair and any related REO property in the same manner as any other specially serviced mortgage loan or serviced REO property and will be entitled to all rights and compensation earned with respect to such loan pair 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 Marriott Chicago River North Hotel loan pair will no longer be serviced pursuant to the pooling and servicing agreement. If the Marriott Chicago River North Hotel loan pair 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 pair, as well as all surviving indemnity and other rights in respect of such special servicing role.

Interest on Advances and Compensation to the Master Servicer, the Special Servicer and the Trustee May Have an Adverse Effect on the Payments on Your Certificates

To the extent described in this free writing prospectus, the master servicer, the special servicer or the trustee, if applicable, will be entitled to receive interest at the “prime rate,” as published in the Wall Street Journal, on unreimbursed advances they have made with respect to delinquent monthly payments or that are made with respect to the preservation and protection of the related mortgaged property or enforcement of the mortgage loan. 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. No advance interest will accrue during the grace period, if any, for the related mortgage loan. This interest may be offset in part by default interest, late payment charges and excess liquidation proceeds paid by the borrower in connection with the mortgage loan or by certain other amounts. In addition, under certain circumstances, including delinquencies in the payment of principal and/or interest, a mortgage loan will be

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serviced by the special servicer, and the special servicer is entitled to compensation for special servicing activities. The right to receive reimbursement for an advance with interest on such advance or special servicing compensation is senior to the rights of certificateholders to receive distributions on the certificates. The payment of interest on advances and the payment of compensation to the special servicer may result in shortfalls in amounts otherwise distributable on your certificates.

Limited Obligations

The certificates, when issued, will represent beneficial interests in the issuing entity. The certificates will not represent an interest in, or obligation of, the mortgage loan sellers or sponsors, the depositor, the master servicer, the special servicer, the trust advisor, the certificate administrator, the trustee, the custodian, any affiliate of any of the foregoing, or any other person. The primary assets of the issuing entity will be the notes evidencing 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 free writing prospectus. Payments on the 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 certificates would receive if all principal and interest payments were made on the mortgage loans.

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

In the event of the insolvency, receivership or conservatorship of a mortgage loan seller, a sponsor or the depositor (or certain affiliates thereof, including Morgan Stanley and Bank of America Corporation), it is possible that the issuing entity’s right to payment from or ownership of the mortgage loans could be challenged. Based upon opinions of counsel that the conveyance of the mortgage loans would generally be respected in the event of insolvency of the mortgage loan sellers, 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. Legal opinions do not provide any guaranty as to what any particular court would actually decide, but rather an opinion as to the decision a court would reach if the issues were competently presented and the court followed existing precedent as to legal and equitable principles applicable in bankruptcy cases. In this regard, legal opinions on bankruptcy law matters have inherent limitations primarily because of the pervasive equity powers of bankruptcy courts, the overriding goal of reorganization to which other legal rights and other policies may be subordinated, the potential relevance to the exercise of judicial discretion of future arising facts and circumstances, and the nature of the bankruptcy process. As a result, the FDIC, a creditor, a bankruptcy trustee or another interested party, including an entity transferring a mortgage loan as debtor-in-possession, could still attempt to assert that the transfer of a mortgage loan was not a sale. If such party’s challenge were successful, payments on the certificates would be reduced or delayed. Even if the challenge were not successful, payments on the certificates would be delayed while a court resolves the claim.

The transfer of mortgage loans by Bank of America, National Association in connection with this offering is not expected to qualify for the securitization safe harbor (referred to herein as the FDIC Safe Harbor) adopted by the FDIC for securitizations sponsored by insured depository institutions (12 C.F.R. § 360.6 (referred to herein as the Rule)). We cannot assure you that the FDIC, a bankruptcy trustee, if applicable, or another interested party would not attempt to assert that such transfer was not a sale. Even if a challenge were not successful, it is possible that payments on the certificates would be delayed while a court resolves the claims.

The issuing entity has been organized as a common law trust, and as such is not eligible to be a “debtor” under the federal bankruptcy laws. If the issuing entity were instead characterized as a “business trust” it could qualify as a debtor under those laws. Bankruptcy courts look at various considerations in making this determination, so it is not possible to predict with any certainty whether or not the issuing entity would be characterized as a “business trust.” If a bankruptcy court were to determine that the issuing entity was a “business trust”, it is possible that payments on the certificates would be delayed while the court resolved the issue.

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Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act contains an orderly liquidation authority under which the FDIC can be appointed as receiver of certain systemically important non-bank financial companies and their direct or indirect subsidiaries in certain cases.  We make no representation as to whether any mortgage loan seller would be considered a systematically important non-bank financial company or a direct or indirect subsidiary thereof.  In January 2011, the acting general counsel of the FDIC issued a letter in which he expressed his view that the FDIC, as receiver under the orderly liquidation authority, will not, in the exercise of its orderly liquidation authority repudiation powers, recover as property of a financial company assets transferred by the financial company prior to the end of the applicable transition period to be set forth in future regulations of the FDIC, provided that the transfer satisfies the conditions for the exclusion of assets from the financial company’s estate under the U.S. bankruptcy code.  The acting general counsel indicated that FDIC staff anticipates recommending consideration of further regulations governing the orderly liquidation authority at a regularly scheduled meeting of the board of directors of the FDIC, and that to provide a reasonable transition period the acting general counsel would recommend a transition period of up to ninety (90) days for any provisions affecting the statutory power to disaffirm or repudiate contracts.  If, however, the FDIC were to disregard or differently interpret the acting general counsel’s letter, or if it were independently to be appointed as receiver of a mortgage loan seller or of a subsidiary special purpose entity that was the issuer of a securitization, delays or reductions in payments on the related certificates could occur.  As such, we cannot assure you that a bankruptcy of a mortgage loan seller would not result in a delay or reduction in payments on the certificates.

Limited Liquidity and Market Value May Adversely Affect Payments on Your Certificates

The mortgage-backed securities market has recently experienced disruptions resulting from reduced investor demand and increased yield requirements for those securities. As a result, the secondary market for mortgage-backed securities experienced extremely limited liquidity. These conditions may continue or worsen. Accordingly, it is possible that for some period of time investors who desire to sell their certificates in the secondary market may have to sell at a discount from the price paid for reasons unrelated to the performance of the certificates or the mortgage loans. See “RISK FACTORS—Risks Related to Market Conditions—The Volatile Economy and Credit Crisis May Increase Loan Defaults and Affect the Value and Liquidity of Your Investment” in this free writing prospectus.

In addition to the lack of liquidity due to market disruptions, there is currently no secondary market for your certificates and your certificates will not be listed on any national securities exchange or traded on any automated quotation systems of any registered securities association. While we have been advised by each underwriter that it currently intends to make a market in the certificates, none of the underwriters is obligated to do so, any market-making may be discontinued at any time, and we cannot assure you that an active secondary market for the certificates will develop. Additionally, one or more purchasers may purchase substantial portions of one or more classes of certificates. Accordingly, you may not have an active or liquid secondary market for your certificates. Lack of liquidity could result in a substantial decrease in the market value of your certificates. The market value of your certificates also may be affected by many other factors, including the then-prevailing interest rates, market perceptions of risks associated with commercial mortgage lending and trading activity associated with indices of commercial mortgage-backed securities. No representation is made by any person or entity as to what the market value of any certificate will be at any time. Furthermore, you should be aware that the market for securities of the same type as the certificates has in the recent past been volatile and offered very limited liquidity.

In addition, you will generally have no redemption rights, and the certificates will be subject to early retirement only under certain specified circumstances described in this free writing prospectus. See “DESCRIPTION OF THE OFFERED CERTIFICATES—Optional Termination” in this free writing prospectus.

The liquidity of the certificates may also be affected by present uncertainties and future unfavorable determinations concerning legal investment. For purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended, no class of certificates will constitute “mortgage related securities.” See “LEGAL INVESTMENT” in this free writing prospectus and “LEGAL INVESTMENT” in the attached prospectus.

In addition, the existence of any right of first refusal or purchase option in favor of any directing holder with respect to a mortgage loan (or related property) that is part of an A/B whole loan or loan pair, or any right of first refusal or purchase option in favor of any third party with respect to any other mortgage loan (or related property)

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could impede or otherwise adversely affect the ability of the special servicer to sell any such defaulted mortgage loan or the related REO property in a market bidding process, or to obtain competitive bids with respect thereto. In the event a lower price is obtained then would otherwise have been obtained without the existence of the right of first refusal or purchase option, the resulting loss could adversely affect payments on your certificates.

 Changes to Accounting Standards Could Have an Adverse Impact on the Offered Certificates

We make no representation or warranty regarding any accounting implications related to the offered certificates. The Financial Accounting Standards Board has adopted changes to the accounting standards for structured products that are effective as of the start of the first fiscal year that began after December 15, 2009 for each investor in the offered certificates. These changes, or any other future changes, may impact the accounting for entities such as the issuing entity and could require the issuing entity to be consolidated in an investor’s financial statements. Each investor in the offered certificates should consult its accounting advisor to determine the impact these accounting changes might have as a result of an investment in the offered certificates.

Ratings of the Offered Certificates Do Not Represent Any Assessment of the Yield to Maturity That a Certificateholder May Experience and Such Ratings May Be Reviewed, Revised, Suspended, Downgraded, Qualified or Withdrawn By the Applicable Rating Agency

Ratings assigned to the offered certificates by the rating agencies engaged by the depositor 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 certificate principal balance 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 was determined on the basis of criteria established by the rating agencies engaged by the depositor. 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 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, rating agencies’ assumptions regarding the performance of the mortgage loans related to such commercial mortgage-backed securities are not, in all cases, correct.

Certain Adverse Changes May Affect Ratings of the Offered Certificates. We are not obligated to maintain any particular rating with respect to any class of offered certificates. Changes affecting the mortgaged properties, the mortgage loan sellers or sponsors, the trustee, the certificate administrator, the custodian, the master servicer, the special servicer, the trust advisor or another person, or changes to ratings criteria in response to legislative and regulatory initiatives or legal actions directed against the rating agencies, may have an adverse effect on any 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. See “RATINGS” in this free writing prospectus.

In addition, a ratings downgrade of any class of offered certificates by the rating agencies could affect the ability of a benefit plan or other investor to purchase those certificates. See “CERTAIN ERISA CONSIDERATIONS” and “LEGAL INVESTMENT” in this free writing prospectus.

Unsolicited Ratings and the Selection and Qualification of Rating Agencies Rating the Offered Certificates May Impact the Value of the Offered Certificates.  Other 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 offered certificates relying on information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, or otherwise.  If any such unsolicited ratings are issued, we cannot assure you

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that they will not be lower than those ratings assigned by Fitch Ratings, Inc., Moody’s Investors Service, Inc. or Morningstar Credit Ratings, LLC.  The issuance of unsolicited ratings on a class of the offered certificates that are lower than such ratings may impact the liquidity, market value and regulatory characteristics of that class.

As part of the process of obtaining ratings for the offered certificates, the depositor had initial discussions with and submitted certain materials to six (6) nationally recognized statistical rating organizations and, based on preliminary feedback from those nationally recognized statistical rating organizations at that time, the depositor selected Fitch Ratings, Inc., Moody’s Investors Service, Inc. and Morningstar Credit Ratings, LLC to rate the offered certificates, and not the three others, due in part to those agencies’ initial subordination levels for the various classes of offered certificates.  Had the depositor selected any of the three other nationally recognized statistical rating organizations to rate the offered certificates, we cannot assure you as to the ratings that any such nationally recognized statistical rating organization would have ultimately 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.

Furthermore, the Securities and Exchange Commission may determine that any or all of Fitch Ratings, Inc., Moody’s Investors Service, Inc. and Morningstar Credit Ratings, LLC no longer qualifies as a nationally recognized statistical rating organization, or is no longer qualified to rate the certificates, and that determination may also have an adverse effect on the liquidity, market value and regulatory characteristics of the offered certificates.

Changes to REMIC Restrictions on Loan Modifications and REMIC Rules on Partial Releases May Impact an Investment in the Certificates

IRS Revenue Procedure 2009-45 has made it easier for a servicer to modify a commercial mortgage loan held by a REMIC. In general, if a servicer reasonably believes there is a “significant risk” that a mortgage loan will default and that a modification can substantially reduce that risk, then such servicer may make the modification without jeopardizing the classification of any REMIC as a REMIC for tax purposes and without subjecting any REMIC to a tax on prohibited transactions. The modification may, however, affect ultimate recovery on the mortgage loan and the amount, timing and tax character of the payments due on the mortgage loan and on one or more classes of certificates.

In addition, the IRS has issued final regulations under the REMIC provisions of the Code that allow a servicer to modify terms of REMIC-held mortgage loans that relate to changes in collateral, credit enhancement and recourse features, provided that after the modification the mortgage loan remains “principally secured by real property” (that is, as long as the loan continues to satisfy the “REMIC LTV Test”).  In general, a mortgage loan meets the REMIC LTV Test if the loan-to-value ratio is no greater than 125%.  One of the modifications covered by the final regulations is a release of a lien on one or more of the properties securing a REMIC-held mortgage loan.  Following such a release, however, it may be difficult to demonstrate that a mortgage loan still meets the REMIC LTV Test.  To provide relief for taxpayers, the IRS has issued Revenue Procedure 2010-30, which describes circumstances in which the IRS will not challenge whether a mortgage loan satisfies the REMIC LTV Test following a lien release.  The lien releases covered by Revenue Procedure 2010-30 are “grandfathered transactions” and transactions in which the release is part of a “qualified pay-down transaction.”  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 special servicer’s actions in negotiating the terms of a workout or in allowing minor lien releases for cases in which a mortgage loan fails the REMIC LTV Test following the release.  This could impact the timing and ultimate recovery on a mortgage loan, and likewise on one or more classes of certificates.

The changed regulations and revenue procedures could affect the timing of payments and ultimate recovery on the mortgage loans, and, in turn, on one or more classes of certificates. Prospective investors should consider the possible impact on their investment of any existing REMIC restrictions as well as any potential change to the REMIC rules.

REMIC Status

If, during any taxable year, an entity intended to qualify as a REMIC under the Internal Revenue Code of 1986 fails to satisfy one or more of the requirements of the Internal Revenue Code of 1986 for REMIC status, such entity

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will not be treated as a REMIC for such year and any year thereafter. In that event, the issuing entity  would  be taxable as a corporation under the Internal Revenue Code of 1986 and the certificates could be treated as stock rather than as debt instruments. The Internal Revenue Code of 1986 authorizes the granting of relief from REMIC disqualification if the failure to meet one of the requirements is inadvertent and steps are taken to correct the failure within a reasonable time after its discovery.  Such relief may be granted by either ignoring the failure or by allowing the entity to retain its REMIC status subject to sanctions, such as the imposition of a corporate tax on all or a portion of the REMIC’s income for the period during  which it failed to qualify as a REMIC. There is authority to issue regulations under the relief provisions, but it has not been exercised.

State and Local Tax Considerations

In addition to the federal income tax consequences described under the heading “MATERIAL FEDERAL INCOME TAX CONSEQUENCES” in this free writing prospectus, 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 free writing prospectus does not purport to describe any aspects of the income tax laws of the states or localities in which the depositor, the trustee, the certificate administrator, the custodian, the sponsors, a related borrower or a mortgaged property 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 custodian, 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 and/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 underwriters, the sponsor, the related borrower, the trustee, the certificate administrator, the custodian, the trust 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 your own tax advisor with respect to the various state and local tax consequences of an investment in the certificates.

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

Neither the mortgage loan sellers nor any other party to the transaction intends to retain a material net economic interest in the transaction in accordance with the requirements of Article 122a or take any other action which may be required by Affected Investors for the purposes of their compliance with Article 122a. This may have a negative impact on the regulatory capital position of Affected Investors and on the value and liquidity of the offered certificates in the secondary market. Affected 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 depositor, the underwriters, the mortgage loan sellers or any other party to the transaction 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.

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 such certificates in the secondary market. For example:

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● Member States of the European Economic Area (“EEA”) have implemented Article 122a of EU Directive 2006/48/EC (“Article 122a”) which applies with respect to investments by credit institutions in securitizations issued on or after January 1, 2011 as well as certain existing securitizations issued prior to that date where new assets are added or substituted after December 31, 2014.  Article 122a imposes a severe capital charge on a securitization position acquired by a EEA credit institution unless, among other conditions, (a) the originator, sponsors or original lender for the securitization has explicitly disclosed to the EEA-regulated credit institution that it will retain, on an ongoing basis, a material net economic interest of not less than 5% in respect of the securitization, and (b) the acquiring institution is able to demonstrate that it has undertaken certain due diligence in respect of its securitization position and the underlying exposures and that procedures are established for such activities to be monitored on an ongoing basis.  For purposes of Article 122a, an EEA credit institution may be subject to such a capital charge as a result of securitization positions held by its non-EEA affiliates, including its U.S. affiliates, not complying with Article 122a. Effective January 1, 2014, Articles 404-410 (inclusive) of EU Regulation 575/2013 (“Articles 404-410”) replace Article 122a and, among other things,  will apply to EEA investment firms in addition to EEA credit institutions.

Furthermore, requirements similar to those in Article 122a (“Similar Retention Requirements”) are to apply: (i) effective July 22, 2013, to investments in securitizations by investment funds managed by EEA investment managers subject to EU Directive 2011/61/EU; and (ii) subject to the adoption of certain secondary legislation, to investments in securitizations by EEA insurance and reinsurance undertakings and by EEA undertakings for collective investment in transferable securities.  None of the sponsors, the depositor or any other party to the transaction intends to retain a material net economic interest in the transaction in accordance with the requirements of Article 122a, Articles 404-410 or Similar Retention Requirements or take any other action which may be required by EEA-regulated investors for the purposes of their compliance with Article 122a, Articles 404-410 or Similar Retention Requirements.  Consequently, the offered certificates are not a suitable investment for EEA credit institutions or the other types of EEA regulated investors mentioned above. As a result, the price and liquidity of the offered certificates in the secondary market may be adversely affected.  EEA-regulated investors are encouraged to consult with their own investment and legal advisors regarding compliance with Article 122a, Articles 404-410 or Similar Retention Requirements and the suitability of the offered certificates for investment.

● The Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in the United States requires that federal banking agencies amend their regulations to remove reference to or reliance on credit agency ratings, including but not limited to those found in the federal banking agencies’ risk-based capital regulations.  New regulations have been proposed, some of which have been adopted as final rules while others remain pending. As the regulations are adopted and become effective, investments in asset-backed securities like the certificates by institutions subject to the risk-based capital regulations may result in greater capital charges to financial institutions that own such securities, or otherwise adversely affect the treatment of such securities under banking regulations, including but not limited to applicable regulatory capital requirements.

● Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act added a provision, commonly referred to as the “Volcker Rule”, to federal banking law to generally prohibit various covered banking entities from, among other things, engaging in proprietary trading  in securities and derivatives, subject to certain exemptions.  Section 619 became effective on July 21, 2012, subject to certain conformance periods.  Implementing rules under Section 619 have been proposed but not yet adopted.  The Volcker Rule and the regulations adopted thereunder may restrict certain purchases or sales of securities generally (including commercial mortgage-backed securities) and derivatives by banking entities if conducted on a proprietary trading basis.

● 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

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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 free writing prospectus.

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CAPITALIZED TERMS USED IN THIS FREE WRITING PROSPECTUS

From time to time we use capitalized terms in this free writing prospectus, including in the appendices to this free writing prospectus. In cases where a particular capitalized term is frequently used, it will have the meaning assigned to it in this free writing prospectus. See “INDEX OF DEFINED TERMS”.

FORWARD LOOKING STATEMENTS

This free writing prospectus also contains forward looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward looking statements as a result of a variety of factors, including the risks described above in the “RISK FACTORS” section and elsewhere in this free writing prospectus.

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TRANSACTION PARTIES

The Sponsors, Mortgage Loan Sellers and Originators

Bank of America, National Association

Bank of America, National Association (“Bank of America”) is a subsidiary of Bank of America Corporation.

Bank of America and its affiliates have been active in the securitization market since inception and have sponsored publicly and privately offered securitization transactions since 1977. Bank of America and its affiliates have been involved with the origination and securitization of residential and commercial mortgage loans and its affiliates have been involved with the origination of auto loans, student loans, home equity loans and credit card receivables, as well as less traditional asset classes. Bank of America and its affiliates have served as sponsors, issuers, dealers, and servicers in a wide array of securitization transactions.

The tables below indicate the size and history of the commercial mortgage loan origination program for Bank of America and its affiliates. Loans originated by Bank of America and its affiliates have historically included primarily a mix of multifamily, office, retail, hotel and industrial and warehouse properties, though Bank of America and its affiliates have also regularly originated loans on a variety of other commercial property types, including but not limited to self storage facilities, manufactured housing communities, parking garage facilities and golf courses.

Origination Volume

(Dollar Amount of Closed Loans)

Property Type	2008		2009		2010		2011		2012		As of June 30, 2013
Multifamily	$	138,807,117	$	143,292,782	$	0	$	9,700,000	$	8,050,000	$	333,460,000
Office		52,902,572		467,190,226		435,331,927		295,300,000		854,800,000		809,810,000
Retail		100,700,000		0		238,220,000		861,406,000		2,521,663,000		999,337,000
Industrial		0		0		20,000,000		270,870,000		110,780,000		40,200,000
Manufactured Housing		0		0		0		65,835,000		150,225,000		133,632,000
Self Storage		23,450,000		0		44,645,000		132,535,000		173,810,000		78,162,500
Lodging		1,070,108,333		15,222,390		137,850,000		581,550,000		1,180,501,000		651,361,250
Mixed Use		0		0		25,000,000		10,000,000		0		70,017,199
Total	$	1,385,968,022	$	625,705,398	$	901,046,927	$	2,227,196,000	$	4,999,829,000	$	3,115,979,949

Bank of America is a sponsor and mortgage loan seller in this transaction.  Merrill Lynch Pierce Fenner & Smith Incorporated, one of the underwriters, is an affiliate of Bank of America and assisted Bank of America in connection with the selection of mortgage loans for this transaction.

Bank of America’s headquarters and its executive offices are located at 100 North Tryon Street, Charlotte, North Carolina 28255, and the telephone number is (704) 386-5478.

See below for more information about the Bank of America’s solicitation and underwriting standards used to originate mortgage loans similar to the mortgage loans included in the issuing entity and Bank of America’s material roles and duties in each securitization.

Bank of America’s Commercial Mortgage Loan Underwriting Standards

Overview. Bank of America’s commercial mortgage loans are originated in accordance with the procedures and underwriting standards described below. The loans are primarily originated (i) directly by Bank of America or through affiliates to mortgagor/borrowers; (ii) indirectly through mortgage loan brokers to mortgagor/borrowers; and (iii) through other loan originators. The remainder of the discussion of Bank of America’s loan underwriting practices under this “—Bank of America’s Commercial Mortgage Loan Underwriting Standards” describes the practices of Bank of America and any affiliate of Bank of America with respect to the origination of loans to be sold by Bank of America in this transaction. However, variations from these procedures and standards may be implemented as a result of various conditions, including a mortgage loan’s specific terms, the quality or location of the underlying real estate, the mortgaged property’s tenancy profile, the background or financial strength of the

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borrower or sponsor and any other pertinent information deemed material by Bank of America. Therefore, this general description of Bank of America’s origination procedures and underwriting standards is not intended as a representation that every commercial mortgage loan originated by it or on its behalf complies entirely with all standards set forth below. For important information about the circumstances that have affected the underwriting of Bank of America mortgage loans, see “—Exceptions to Underwriting Standards” below and APPENDIX VI to this free writing prospectus.

Process. Each mortgage loan underwritten to Bank of America’s general underwriting standards is underwritten in accordance with guidelines established by Bank of America’s real estate structured finance group (“Bank of America Guidelines”). These underwriting standards applied by Bank of America are intended to evaluate the adequacy of the mortgaged property as collateral for the loan and the mortgagor’s repayment ability and creditworthiness. The underwriting standards as established in the Bank of America Guidelines are continually updated to reflect prevailing conditions in the CMBS market, new mortgage products, and the investment market for commercial loans.

The Application. Regardless of the channel in which the loan was originated, a mortgage application or term sheet is completed by the borrower/mortgagor containing information that assists in evaluating the adequacy of the mortgaged property as collateral for the loan, including the mortgagor’s credit standing and capacity to repay the loan.

Further, the mortgage application requires supporting documentation (or other verification) for all material data provided by the mortgagor described in a checklist, including but not limited to the following:

● rent roll;

● existing mortgage verification;

● credit references;

● certified financial statements for mortgagor and borrower principals;

● tenant/resident leases;

● ground leases;

● property operating statements;

● real estate tax bills;

● purchase contract (if applicable);

● appraisal;

● engineering report;

● seismic report (if applicable);

● environmental report;

● site plan;

● certificate of occupancy;

● evidence of zoning compliance;

● insurance policies;

● borrower structure/authority documents; and

● underwriting evaluation.

In some cases, certain of these documents may not be reviewed due to the nature of the related mortgaged property. For instance, historical operating statements may not be available with respect to a mortgaged property with a limited operating history or that has been recently acquired by its current owner. In addition, rent rolls would not be examined for certain property types (e.g., hospitality properties), and tenant leases would not be examined for certain property types (e.g., hospitality, self storage, multifamily and manufactured housing community properties).

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The credit underwriting process for each Bank of America mortgage loan is performed by Bank of America’s real estate structured finance group which is a vertically integrated entity, staffed by real estate professionals, and includes loan underwriting, origination and closing groups. Bank of America’s review team may also include third party due diligence providers which are subject to oversight by Bank of America and ultimate review and approval by Bank of America of such third party due diligence providers’ work product.

A member of the Bank of America deal team or one of its agents performs a site inspection of the mortgaged property as well as a review of the surrounding market environment (including demand generators, competing properties (if any) and proximity to major thoroughfares and transportation centers) in order to confirm tenancy information, assess the physical quality and attributes (e.g., age, renovations, condition, parking, amenities, class, etc.) of the collateral, determine visibility and access characteristics and evaluate the mortgaged property’s competitiveness within its market.

The Bank of America deal team or one of its agents also performs a detailed review of the financial status, credit history and background of the borrower and certain principals or sponsors of the borrower using financial statements, income tax returns, credit reports, criminal and background review and searches in select jurisdictions for judgments, liens, bankruptcy, pending litigation and, if applicable, the loan payment history of the borrower. Bank of America also performs a qualitative analysis which incorporates independent credit checks and review of published debt and equity information with respect to certain principals of the borrower as well as the borrower itself. Borrowers are generally required to be single-purpose entities although they are not always required to be bankruptcy-remote entities. 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.

The collateral analysis includes an analysis of the historical property operating statements, rent rolls and a projection of future performance and a review of tenant leases. Bank of America requires third party appraisals, as well as environmental and building condition reports. Each report is reviewed for acceptability by a Bank of America staff member (or, with respect to environmental reports, a third party consultant) for compliance with program standards. Based on their review (or, with respect to environmental reports, a third party consultant’s report), such staff member approves or rejects such report. The results of these reviews are incorporated into the underwriting report.

After the compilation and review of all documentation and other relevant considerations, the deal team finalizes its detailed underwriting analysis of the mortgaged property’s cash flow in accordance with Bank of America’s property-specific, cash flow underwriting guidelines.

Determinations are also made regarding the implementation of appropriate loan terms to structure around risks, resulting in features such as ongoing escrows or up-front reserves, letters of credit, lockboxes, cash management agreements and guarantees. A complete credit committee package is prepared to summarize all of the above referenced information.

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

Debt Service Coverage and Loan to Value Requirements. Bank of America’s underwriting standards generally require a minimum debt service coverage ratio of 1.20x and permit a maximum loan-to-value ratio of 80%; however, these thresholds are guidelines, and exceptions are permitted based on the merits of each individual mortgage loan, such as the types of tenants, reserves, letters of credit, guarantees and Bank of America’s assessment of the mortgaged property’s future performance. The debt service coverage ratio guidelines set forth above are calculated based on underwritten net cash flow at origination. As a result, the debt service coverage ratio for each mortgage loan as reported in this free writing prospectus and APPENDIX I hereto may differ from the amount calculated at the time of origination.

Certain mortgaged properties may also be encumbered by subordinate debt (or the direct or indirect ownership interests in the related borrower may be encumbered by mezzanine debt). It is possible that Bank of America or an affiliate thereof will be a lender on such additional debt and may either sell such debt to an unaffiliated third party or

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hold it in inventory. When such subordinate or mezzanine debt is taken into account, the aggregate debt with respect to the related mortgaged property may not conform to the aforementioned DSCR and LTV parameters.

Amortization Requirements. Bank of America’s underwriting guidelines generally permit a maximum amortization period of 30 years. Certain mortgage loans may provide for interest-only payments through maturity or for a portion of the commercial mortgage loan term. If a mortgage loan entails only a partial interest-only period, the monthly debt service, annual debt service and DSCR set forth in this free writing prospectus and APPENDIX I to this free writing prospectus reflect a calculation of the future (larger) amortizing loan payment. See “DESCRIPTION OF THE MORTGAGE POOL” in this free writing prospectus.

Escrow Requirements. Bank of America generally requires borrowers to fund various escrows for taxes and insurance, capital expenses and replacement reserves. Generally, the required escrows for mortgage loans originated by Bank of America are as follows:

● Taxes. An initial deposit and monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate; however, if the actual tax amount owing in the upcoming year is not available, the required annual reserve amount will generally be between 100% and 105% of the preceding year’s tax amount) are typically required to satisfy taxes and assessments, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the sponsor is an institutional sponsor or a high net worth individual or (ii) the related mortgaged property is a single tenant property with respect to which the related tenant is required to pay taxes directly.

● Insurance. An initial deposit at origination (which may be equal to one or more months of the required monthly amount) and subsequent monthly escrow deposits equal to 1/12th of an amount generally between 100% and 105% of the annual property insurance premium are typically required to pay insurance premiums, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the related borrower maintains a blanket insurance policy, (ii) the sponsor is an institutional sponsor or a high net worth individual or (iii) the related mortgaged property is a single tenant property with respect to which the related tenant self-insures.

● Replacement Reserves. Replacement reserves are generally calculated in accordance with the expected useful life of the components of the mortgaged property during the term of the mortgage loan.

● Deferred Maintenance/Immediate Repair/Environmental Remediation. A deferred maintenance, immediate repair or remediation reserve is required. An initial deposit, upon funding of the applicable mortgage loan, in an amount equal to generally between 100% and 125% of the estimated costs of such deferred maintenance, immediate repairs and/or environmental remediation to be completed within the first year of the mortgage loan pursuant to the building condition report is required, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the sponsor of the borrower delivers a guarantee to complete the immediate repairs in a specified amount of time, (ii) the deferred maintenance amount does not materially impact the related mortgaged property’s function, performance or value or is de minimis in relation to the loan amount or (iii) the related mortgaged property is a single tenant property and the tenant is responsible for the repairs.

● Tenant Improvements and Leasing Commissions. In some cases, major tenants have lease expirations within the mortgage loan term. To mitigate this risk, special reserves may be required to be funded either at closing of the mortgage loan and/or during the mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants.

● Furniture, Fixtures and Equipment. A reserve for furniture, fixtures and equipment expenses may be required to be funded during the term of the mortgage loan based on the suggested reserve amount from an independent, third-party property condition or engineering report, or based on certain minimum requirements depending on the property type.

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● Environmental Remediation. An environmental remediation reserve may be required to be funded at loan origination in an amount generally between 100% and 150% of the estimated remediation cost identified in the environmental report, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the sponsor of the borrower delivers a guarantee whereby it agrees to take responsibility and pay for identified environmental issues, (ii) environmental insurance has been obtained or already in place or (iii) a third party having adequate financial resources has been identified as a responsible party.

For a description of the escrows collected with respect to the Bank of America mortgage loans, please see APPENDIX I to this free writing prospectus.

Zoning and Building Code Compliance. Bank of America will generally examine whether the use and operation of the mortgaged properties are in material compliance with zoning and land-use related ordinances, rules, regulations and orders applicable to the use of such mortgaged properties at the time such mortgage loans are originated. Bank of America will consider, among other things, legal opinions, certifications from government officials, zoning consultant’s reports and/or representations by the related borrower contained in the related mortgage loan documents and information which is contained in appraisals and surveys, title insurance endorsements, or property condition assessments undertaken by independent licensed engineers.

Hazard, Liability and Other Insurance. The mortgage loans generally require that each mortgaged property be insured by a hazard insurance policy in an amount (subject to an approved deductible) at least equal to the lesser of the outstanding principal balance of the related mortgage loan and 100% of the replacement cost of the improvements located on the related mortgaged property, and if applicable, that the related hazard insurance policy contain appropriate endorsements to avoid the application of co-insurance and not permit reduction in insurance proceeds for depreciation; provided that, in the case of certain of the mortgage loans, the hazard insurance may be in such other amounts as was required by the related originators.

In addition, if any material improvements on any portion of 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, a flood insurance policy meeting any requirements of the then-current guidelines of the Federal Insurance Administration is required to be in effect with a generally acceptable insurance carrier, in an amount representing coverage generally not less than the least of (a) the outstanding principal balance of the related mortgage loan, (b) the full insurable value of the related mortgaged property, (c) the maximum amount of insurance available under the National Flood Insurance Act of 1973, or (d) 100% of the replacement cost of the improvements located on the related mortgaged property.

In general, the standard form of hazard insurance policy covers physical damage to, or destruction of, the improvements on the mortgaged property by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion, subject to the conditions and exclusions set forth in each policy.

Each mortgage loan generally also requires the related borrower to maintain comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related mortgaged property in an amount generally equal to at least $1,000,000.

Each mortgage loan generally further requires the related borrower to maintain business interruption insurance in an amount not less than approximately 100% of the gross rental income from the related mortgaged property for not less than twelve (12) months.

Third Party Reports. In addition to or as part of applicable origination guidelines or reviews described above, in the course of originating the Bank of America mortgage loans, Bank of America generally considered the results of third party reports as described below. New reports are generally ordered, although existing reports dated no more than 180 days prior to closing may be used (subject, in certain cases, to updates).

● Appraisal. For each mortgage loan, Bank of America obtains an appraisal that utilizes one of three approaches to valuation: a cost approach, a sales comparison approach or an income approach (including both direct cap and discount cash flow methods). An independent appraiser that is either a member of MAI

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or state certified is required to perform an appraisal (or update an existing appraisal) of each of the related mortgaged properties in connection with the origination of each mortgage loan to establish the appraised value of the related mortgaged property or properties. Each appraisal also includes (or Bank of America obtains a separate letter that includes) a statement by the appraiser that the Uniform Standards of Professional Appraisal Practice (except for certain mortgaged properties involving operating businesses) and the guidelines in Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended, were followed in preparing the appraisal.

● Environmental Site Assessments. Bank of America generally obtains a Phase I environmental site assessment or an update of a previously obtained site assessment for each mortgaged property prepared by an environmental firm. Bank of America requires a Phase I environmental site assessment for all properties regardless of age or location and each such report must be in compliance with current standards prescribed by The American Society of Testing and Materials. A Phase I environmental site assessment consists of inquiries, interviews, inspections, and research of public records to identify known or potential environmental concerns. Bank of America or its designated agent typically reviews the Phase I site assessment to verify the presence or absence of potential adverse environmental conditions. An environmental site assessment 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 Bank of America or the environmental consultant believes that such an analysis is warranted under the circumstances. Upon the recommendation of the engineer conducting the Phase I environmental site assessment with respect to a mortgaged property, a Phase II assessment (which is a is a site specific investigation to determine the presence or absence of specified environmental concerns) is performed.

● Property Condition Assessments. Bank of America generally obtains a current physical condition report for each mortgaged property (other than in the case of mortgaged properties secured solely by an interest in land) prepared by independent licensed engineers to assess the overall physical condition and engineering integrity of the mortgaged property, including an inspection of the exterior walls, roofing, interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements located at a mortgaged property. The resulting reports may indicate deferred maintenance items and recommended capital improvements. The estimated cost of the necessary repairs or replacements at a mortgaged property is included in the related property condition assessment. In cases in which the report identifies an immediate need for material repairs or replacements with an anticipated cost that is over a certain minimum threshold or percentage of loan balance, Bank of America often requires an escrow at the time of origination in an amount sufficient to complete such repairs or replacements or obtains a guarantee from a sponsor of the borrower in lieu of reserves. See “—Escrow Requirements” above. In addition, various mortgage loans require monthly deposits into cash reserve accounts to fund property maintenance expenses.

● Seismic. Bank of America generally obtains a seismic report for all mortgaged properties located in seismic zones 3 or 4 (as determined in accordance with the Uniform Building Code) to assess the estimated damage that may result from a seismic event that has a 10% chance of exceedance in a 50-year exposure period or a 475-year return period. Such reports utilize the ASTM Standard E2026-07 and E2557-07 definitions for Scenario Expected Loss.

Servicing. Bank of America currently services or contracts with third party servicers for servicing the mortgage loans that it originates or acquires. Such interim servicers are assessed based upon the credit quality of the servicing institution and may be reviewed for their systems and reporting capabilities, collection procedures and ability to provide loan-level data. In addition, Bank of America may conduct background checks, meet with senior management to determine whether the servicer complies with industry standards or otherwise monitor the servicer on an ongoing basis.

Exceptions to Underwriting Standards.  The mortgage loans that Bank of America is selling to the depositor were originated in accordance with the underwriting standards set forth above.

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Review of Bank of America Mortgage Loans

General. In connection with the preparation of this free writing prospectus, Bank of America conducted a review of the mortgage loans that it is selling to the depositor designed and effected to provide reasonable assurance that the disclosure related to the Bank of America mortgage loans is accurate in all material respects. Bank of America determined the nature, extent and timing of the review and the level of assistance provided by any third party. The review was conducted by a deal team comprised of real estate and securitization professionals and third parties. Bank of America has ultimate authority and control over, and assumes all responsibility for and attributes to itself, the review and the findings and conclusions of the review of the mortgage loans that it is selling to the depositor. The procedures described below were employed with respect to all of the Bank of America mortgage loans, except that certain procedures were only relevant to the large loan disclosures in this free writing prospectus, as further described below. No sampling procedures were used in the review process.

Database. Bank of America created a database of information (the “Bank of America Securitization Database”) obtained in connection with the origination of the Bank of America mortgage loans, including:

● certain information from the related mortgage loan documents;

● certain borrower-provided information, including certain rent rolls, certain operating statements and certain leases relating to certain mortgaged properties;

● insurance information for the related mortgaged properties;

● information from third party reports such as the appraisals, environmental and property condition reports;

● credit and background searches with respect to the related borrowers; and

● certain other information and search results obtained by Bank of America for each of the Bank of America mortgage loans during the underwriting process.

Bank of America may have included in the Bank of America Securitization Database certain updates to such information received by Bank of America after origination, such as information from the interim servicer regarding loan payment status, current escrows, updated operating statements and rent rolls and certain other information otherwise brought to the attention of the Bank of America securitization team. Such updates were not intended to be, and do not serve as, a re-underwriting of any mortgage loan.

Bank of America created a data file (the “Bank of America Data File”) using the information in the Bank of America Securitization Database and provided that file to the depositor for use in compiling the numerical information regarding the Bank of America mortgage loans in this free writing prospectus (particularly in Appendices I, II and III to this free writing prospectus).

Data Comparisons and Recalculation.  Bank of America and Merrill Lynch, Pierce Fenner & Smith Incorporated engaged a third party accounting firm to perform certain data comparison and recalculation procedures, which were designed by Bank of America relating to Bank of America mortgage loan information in this free writing prospectus. These procedures included:

● comparing the information in the Bank of America Data File against various source documents provided by Bank of America;

● comparing numerical information regarding the Bank of America mortgage loans and the related mortgaged properties disclosed in this free writing prospectus against the information contained in the Bank of America Data File; and

● recalculating certain percentages, ratios and other formulas relating to the Bank of America mortgage loans disclosed in this free writing prospectus.

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Legal Review. For each Bank of America mortgage loan, Bank of America reviewed a legal loan and property information summary prepared by origination counsel, which summary includes important loan terms and certain property-level information obtained during the origination process. Bank of America also provided to each origination counsel a standardized set of representations and warranties similar to those attached as APPENDIX V to this free writing prospectus and requested that origination counsel identify potential exceptions to such standard representations and warranties. Bank of America compiled and reviewed the potential exceptions received from origination counsel, engaged separate counsel to review the exceptions against the actual representations and warranties attached as APPENDIX V to this free writing prospectus, revised the exceptions and provided them to the depositor for inclusion in APPENDIX VI to this free writing prospectus.

For Bank of America mortgage loans purchased by Bank of America or one of its affiliates, if any, from a third party originator, Bank of America reviewed the related purchase agreement, the representations and warranties made by the originator contained therein (together with the exceptions thereto) and certain provisions of the related loan documents and third party reports concerning the related mortgaged property that were provided by the originator of such mortgage loan. With respect to each such Bank of America mortgage loan, Bank of America and its counsel prepared exceptions to the representations and warranties attached as APPENDIX V to this free writing prospectus and provided them to the depositor for inclusion in APPENDIX VI to this free writing prospectus.

In addition, with respect to each Bank of America mortgage loan, Bank of America reviewed, and in certain cases, requested that its counsel review, certain loan document provisions in connection with the disclosure of such provisions in this free writing prospectus, such as property release provisions and other provisions specifically disclosed in this free writing prospectus.

Certain Updates. Bank of America requested that each borrower under a Bank of America mortgage loan (or such borrower’s origination or litigation counsel, as applicable) provide updates on any significant pending litigation that existed at origination. In addition, if Bank of America became aware of a significant natural disaster in the vicinity of a mortgaged property securing a Bank of America mortgage loan, Bank of America requested information on the property status from the related borrower in order to confirm whether any material damage to the mortgaged property had occurred.

Large Loan Summaries. Bank of America prepared, and reviewed with origination counsel and securitization counsel, the loan summaries for those of the Bank of America mortgage loans included in the ten (10) largest mortgage loans or groups of cross-collateralized mortgage loans in the mortgage pool and the abbreviated loan summaries for those of the Bank of America mortgage loans included in the next ten (10) largest mortgage loans or groups of cross-collateralized mortgage loans in the mortgage pool, which loan summaries and abbreviated loan summaries are incorporated in APPENDIX III to this free writing prospectus.

Underwriting Standards. Bank of America also consulted with origination counsel to confirm that the Bank of America mortgage loans were originated in compliance with the origination and underwriting standards described above under “—Bank of America’s Commercial Mortgage Loan Underwriting Standards,” as well as to identify any material deviations from those origination and underwriting standards. See “—Bank of America’s Commercial Mortgage Loan Underwriting Standards—Exceptions to Underwriting Standards” above.

Findings and Conclusions. Bank of America found and concluded with reasonable assurance that the disclosure regarding the Bank of America mortgage loans in this free writing prospectus is accurate in all material respects. Bank of America also found and concluded with reasonable assurance that the Bank of America mortgage loans were originated in accordance with Bank of America’s origination procedures and underwriting standards, except to the extent described above under “—Bank of America’s Commercial Mortgage Loan Underwriting Standards—Exceptions to Underwriting Standards.”

Repurchases and Replacements

The following table sets forth, for the period from January 1, 2011 to March 31, 2013, the information required by Rule 15Ga-1 under the Exchange Act concerning all assets securitized by Bank of America that were the subject of a demand to repurchase or replace for breach of the representations and warranties concerning the pool assets for all asset-backed securities held by non-affiliates of Bank of America where the underlying transaction agreements included a covenant to repurchase or replace an underlying asset in asset-backed securities of the CRE Loan asset

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class. In addition, Bank of America has voluntarily provided the data for trusts with no repurchase demands during the same period, which includes the transaction name, CIK number, if a registered transaction, number of assets and principal balance of assets as of the closing date of the related transaction as set forth in the table below. The Form ABS-15G filed for these trusts may disclose repurchase activity during the period from January 1, 2009, to December 31, 2010.

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Repurchases and Replacements

Asset Class:  Commercial Mortgages

Name of Issuing Entity	Check if  Registered	Name of Originator1	Total Assets in ABS by   Originator			Assets That Were Subject of   Demand2			Assets That Were   Repurchased or Replaced3			Assets Pending Repurchase or Replacement  (within cure period)			Demand in Dispute4			Demand Withdrawn5			Demand Rejected6
			#	$	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%
JP Morgan Chase Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2002-C38 (0001209655)	X	Bank of America, N.A. (as successor by merger to LaSalle Bank National Association)	28	10,236,513	14.04	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
JP Morgan Chase Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2002-C38 (0001209655)	X	CIBC Inc.	26	33,968,650	46.61	0	0	0.00	0	0	0.00	0	0	0.00	1	0	0.00	1	0	0.00	0	0	0.00
JP Morgan Chase Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2002-C38 (0001209655)	X	JPMorgan Chase Bank, N.A.	33	28,680,759	39.35	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Merrill Lynch Mortgage Investors, Inc. Commercial Mortgage Pass-Through Certificates, Series 2004-BPC19 (0001306753)	X	Bank of America, N.A.	21	208,413,416	29.74	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Merrill Lynch Mortgage Investors, Inc. Commercial Mortgage Pass-Through Certificates, Series 2004-BPC19 (0001306753)	X	IXIS Real Estate Capital Inc.	8	106,787,593	15.24	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Merrill Lynch Mortgage Investors, Inc. Commercial Mortgage Pass-Through Certificates, Series 2004-BPC19 (0001306753)	X	Merrill Lynch Mortgage Lending, Inc.	31	258,170,236	36.84	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	1	27,507,690	3.93	0	0	0.00
Merrill Lynch Mortgage Investors, Inc. Commercial Mortgage Pass-Through Certificates, Series 2004-BPC19 (0001306753)	X	PNC Bank, National Association	34	127,400,921	18.18	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00

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Name of Issuing Entity	Check if  Registered	Name of Originator1	Total Assets in ABS by   Originator			Assets That Were Subject of   Demand2			Assets That Were   Repurchased or Replaced3			Assets Pending Repurchase or Replacement  (within cure period)			Demand in Dispute4			Demand Withdrawn5			Demand Rejected6
			#	$	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2005-4 (0001338265)	X	Bank of America, N.A.	55	643,258,231	57.77	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2005-4 (0001338265)	X	Bear Stearns Commercial Mortgage, Inc.	18	296,995,769	26.67	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2005-4 (0001338265)	X	Bridger Commercial Funding LLC	55	173,304,857	15.56	1	15,405,996	1.38	0	0	0.00	0	0	0.00	1	15,405,996	1.38	0	0	0.00	0	0	0.00
LaSalle Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2006-MF18		Bank of America, N.A. (as successor by merger to LaSalle Bank National Association)	337	135,096,157	100.00	1	442,994	0.33	0	0	0.00	0	0	0.00	0	0	0.00	1	442,994	0.33	0	0	0.00
LaSalle Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2006-MF28		Bank of America, N.A. (as successor by merger to LaSalle Bank National Association)	490	0	100.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	490	0	0.0010	0	0	0.00
LaSalle Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2006-MF38		Bank of America, N.A. (as successor by merger to LaSalle Bank National Association)	438	0	100.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	438	0	0.0010	0	0	0.00
LaSalle Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2006-MF48		Bank of America, N.A. (as successor by merger to LaSalle Bank National Association)	375	183,543.227	100.00	375	183,543.227	100.00	0	0	0.00	0	0	0.00	375	183,543.227	100.00	0	0	0.00	0	0	0.00
General Electric Commercial Mortgage Corporation Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2007-C18 (0001395290)	X	Bank of America, N.A.	54	664,759,426	22.59	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00

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Name of Issuing Entity	Check if Registered	Name of Originator1	Total Assets in ABS by Originator			Assets That Were Subject of   Demand2			Assets That Were   Repurchased or Replaced3			Assets Pending Repurchase or Replacement  (within cure period)			Demand in Dispute4			Demand Withdrawn5			Demand Rejected6
			#	$	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%
General Electric Commercial Mortgage Corporation Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2007-C18 (0001395290)	X	Barclays Capital Real Estate Inc.	41	595,948,772	20.25	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
General Electric Commercial Mortgage Corporation Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2007-C18 (0001395290)	X	General Electric Capital Corporation	68	633,380,205	21.52	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
General Electric Commercial Mortgage Corporation Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2007-C18 (0001395290)	X	German American Capital Corporation	34	1,048,531,486	35.63	1	25,699,964	0.87	0	0	0.00	0	0	0.00	0	0	0.00	1	25,699,964	0.87	0	0	0.00
LaSalle Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2007-MF58		Bank of America, N.A. (as successor by merger to LaSalle Bank National Association)	390	0	100.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	1	0	0.00	0	0	0.00
Merrill Lynch Mortgage Investors, Inc. Commercial Mortgage Pass-Through Certificates, Series 2007-C19 (0001404613)	X	Bank of America, N.A. (as successor by merger to LaSalle Bank National Association)	89	643,391,649	20.03	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Merrill Lynch Mortgage Investors, Inc. Commercial Mortgage Pass-Through Certificates, Series 2007-C19 (0001404613)	X	General Electric Capital Corporation	64	552,538,401	17.20	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Merrill Lynch Mortgage Investors, Inc. Commercial Mortgage Pass-Through Certificates, Series 2007-C19 (0001404613)	X	Merrill Lynch Mortgage Lending, Inc.	53	1,403,432,534	43.69	1	3,221,927	0.10	0	0	0.00	0	0	0.00	0	0	0.00	1	3,221,927	0.10	0	0	0.00
Merrill Lynch Mortgage Investors, Inc. Commercial Mortgage Pass-Through Certificates, Series 2007-C19 (0001404613)	X	Wells Fargo Bank, N.A.	59	612,704,556	19.08	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00

S-131

Name of Issuing Entity		Check if  Registered	Name of Originator1	Total Assets in ABS by Originator			Assets That Were Subject of   Demand2			Assets That Were   Repurchased or Replaced3			Assets Pending Repurchase or Replacement  (within cure period)			Demand in Dispute4			Demand Withdrawn5			Demand Rejected6
				#	$	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2007-411 (0001413884)		X	Bank of America, N.A.	108	1,698,441,446	91.19	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	1	0	0.00	0	0	0.00
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2007-411 (0001413884)		X	Bridger Commercial Funding LLC	35	164,107,567	8.81	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2007-511 (0001420805)		X	Bank of America, N.A.	80	1,512,519,182	95.96	0	0	0.00	0	0	0.00	0	0	0.00	1	0	0.00	1	0	0.00	0	0	0.00
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2007-511 (0001420805)		X	Bridger Commercial Funding LLC	20	63,606,896	4.04	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00
Commercial Mortgages Total				3,4044	11,799,218,449		379	228,314,108		0	0		0	0		379	199,392,217		934	56,429,580		0	0
Issuing Entities with No Demands for Repurchase or Replacement 12
NationsLink Funding Corporation Commercial Mortgage Pass-Through Certificates, Series 1996-111 (0001012644)	X			94	322,639,648
Mortgage Capital Funding, Inc. Multifamily/Commercial Mortgage Pass-Through Certificates, Series 1997-MC28 (0001084389)	X			181	870,577,280
NationsLink Funding Corporation Commercial Mortgage Pass-Through Certificates, Series 1998-211 (0001074485)	X			376	1,581,964,672
NationsLink Funding Corporation Commercial Mortgage Pass-Through Certificates, Series 1999-111 (0001080815)	X			331	1,222,145,408
NationsLink Funding Corporation Commercial Mortgage Pass-Through Certificates, Series 1999-LTL111 (0001081766)	X			128	492,491,712

S-132

Name of Issuing Entity		Check if  Registered	Name of Originator1	Total Assets in ABS by Originator			Assets That Were Subject of   Demand2			Assets That Were   Repurchased or Replaced3			Assets Pending Repurchase or Replacement  (within cure period)			Demand in Dispute4			Demand Withdrawn5			Demand Rejected6
				#	$	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%
NationsLink Funding Corporation Commercial Mortgage Pass-Through Certificates, Series 1999-SL1111 (0001087701)	X			2,742	1,178,488,448
NationsLink Funding Corporation Commercial Mortgage Pass-Through Certificates, Series 1999-211 (0001098973)	X			330	1,115,186,688
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2000-111 (0001005007)	X			159	771,922,432
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2000-211 (0001127444)	X			128	889,004,544
Salomon Brothers Mortgage Securities VII Inc. Commercial Mortgage Pass-Through Certificates, Series 2000-C38 (0001129365)	X			180	914,661,056
First Union Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2001-C18 (0001162495)	X			182	1,308,278,784
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2001-111 (0001143582)	X			185	948,131,136
First Union Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2001-C38 (0001157687)	X			125	818,834,240
Deutsche Mortgage & Asset Receiving Corporation Commercial Mortgage Pass-Through Certificates, Series 2001-J2A8				10	1,513,530,240

S-133

Name of Issuing Entity		Check if  Registered	Name of Originator1	Total Assets in ABS by Originator			Assets That Were Subject of Demand2			Assets That Were   Repurchased or Replaced3			Assets Pending Repurchase or Replacement  (within cure period)			Demand in Dispute4			Demand Withdrawn5			Demand Rejected6
				#	$	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2001-PB111 (0001161962)	X			134	938,283,200
JP Morgan Chase Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2001-C18 (0001162603)	X			169	1,070,655,168
First Union Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2002-C18 (0001168012)	X			106	728,324,736
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2002-PB211 (0001173723)	X			118	1,124,328,704
Banc of America Structured Securities Trust Commercial Mortgage Pass-Through Certificates, Series  2002-X18				118	287,816,512
JP Morgan Chase Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2002-C18 (0001179904)	X			99	816,653,056
General Electric Commercial Mortgage Corporation Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2002-2A8 (0001179031)	X			111	971,784,832
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2002-211 (0001186968)	X			152	1,744,285,952

S-134

Name of Issuing Entity		Check if  Registered	Name of Originator1	Total Assets in ABS by Originator			Assets That Were Subject of   Demand2			Assets That Were  Repurchased or Replaced3			Assets Pending Repurchase or Replacement  (within cure period)			Demand in Dispute4			Demand Withdrawn5			Demand Rejected6
				#	$	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%
General Electric Commercial Mortgage Corporation Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2002-3A8 (0001205512)	X			131	1,170,328,320
JP Morgan Chase Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2002-C28 (0001209192)	X			108	1,051,299,648
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2003-111 (0001226627)	X			112	1,132,371,712
Wachovia Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2003-C48 (0001226640)	X			140	891,768,512
General Electric Commercial Mortgage Corporation Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2003-C18 (0001225490)	X			134	1,188,882,048
Deutsche Mortgage & Asset Receiving Corporation Commercial Mortgage Pass-Through Certificates, Series 2003-LB1A8				92	846,037,504
JP Morgan Chase Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2003-CB68 (0001256074)	X			127	1,062,618,688
General Electric Commercial Mortgage Corporation Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2003-C28 (0001255859)	X			138	1,205,594,752

S-135

Name of Issuing Entity		Check if  Registered	Name of Originator1	Total Assets in ABS by Originator			Assets That Were Subject of Demand2			Assets That Were   Repurchased or Replaced3			Assets Pending Repurchase or Replacement  (within cure period)			Demand in Dispute4			Demand Withdrawn5			Demand Rejected6
				#	$	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%
GFCM LLC Commercial Mortgage Pass-Through Certificates, Series 2003-18				171	822,649,216
JP Morgan Chase Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2003-LN18 (0001264059)	X			185	1,256,612,992
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2003-211 (0001270816)	X			150	1,766,981,888
Wachovia Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2003-C98 (0001274041)	X			118	1,149,211,648
General Electric Commercial Mortgage Corporation Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2004-C18 (0001275438)	X			133	1,292,461,184
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2004-111 (0001283137)	X			113	1,327,183,360
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2004-211 (0001287026)	X			95	1,138,760,576
General Electric Commercial Mortgage Corporation Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2004-C28 (0001285906)	X			119	1,403,257,088
Merrill Lynch Mortgage Investors, Inc. Commercial Mortgage Pass-Through Certificates, Series 2004-MKB19 (0001287083)	X			72	979,850,304

S-136

Name of Issuing Entity		Check if  Registered	Name of Originator1	Total Assets in ABS by Originator			Assets That Were Subject of  Demand2			Assets That Were   Repurchased or Replaced3			Assets Pending Repurchase or Replacement  (within cure period)			Demand in Dispute4			Demand Withdrawn5			Demand Rejected6
				#	$	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%
JP Morgan Chase Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2004-C28 (0001289357)	X			94	1,062,969,408
Deutsche Mortgage & Asset Receiving Corporation Commercial Mortgage Pass-Through Certificates, Series 2004-LB3A8				94	1,335,412,224
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2004-311 (0001297110)	X			94	1,289,318,016
Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2004-BBA38				21	1,512,635,648
Goldman Sachs Mortgage Securities Corporation Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2004-GG28 (0001298616)	X			141	2,604,402,688
JP Morgan Chase Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2004-LN28 (0001299481)	X			118	1,245,882,112
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2004-411 (0001303846)	X			108	1,426,027,776
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2004-511 (0001309308)	X			109	1,367,629,056
Mezz Cap Commercial Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2004-C28				70	52,399,820

S-137

Name of Issuing Entity		Check if  Registered	Name of Originator1	Total Assets in ABS by Originator			Assets That Were Subject of   Demand2			Assets That Were   Repurchased or Replaced3			Assets Pending Repurchase or Replacement  (within cure period)			Demand in Dispute4			Demand Withdrawn5			Demand Rejected6
				#	$	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2004-611 (0001310851)	X			79	956,589,376
Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2004-C58 (0001310785)	X			86	1,866,945,024
Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2004-BA5A8				12	1,032,962,944
General Electric Commercial Mortgage Corporation Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2005-C18 (0001316139)	X			127	1,779,499,520
JP Morgan Chase Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2005-LDP18 (0001318660)	X			233	2,878,562,816
Merrill Lynch Mortgage Investors, Inc. Commercial Mortgage Pass-Through Certificates, Series 2005-MKB29 (0001320550)	X			86	1,137,261,497
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2005-111 (0001321893)	X			135	2,399,047,936
Deutsche Mortgage & Asset Receiving Corporation Commercial Mortgage Pass-Through Certificates, Series 2005-LP58				137	1,788,020,864

S-138

Name of Issuing Entity		Check if  Registered	Name of Originator1	Total Assets in ABS by Originator			Assets That Were Subject of   Demand2			Assets That Were   Repurchased or Replaced3			Assets Pending Repurchase or Replacement  (within cure period)			Demand in Dispute4			Demand Withdrawn5			Demand Rejected6
				#	$	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%
General Electric Commercial Mortgage Corporation Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2005-C28 (0001325824)	X			142	1,864,137,984
JP Morgan Chase Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2005-LDP28 (0001328517)	X			295	2,979,460,352
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2005-211 (0001329453)	X			86	1,647,344,384
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2005-311 (0001331409)	X			108	2,235,894,272
JP Morgan Chase Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2005-LDP311 (0001335783)	X			232	2,022,707,584
General Electric Commercial Mortgage Corporation Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2005-C38 (0001335517)	X			132	2,116,111,232
JP Morgan Chase Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2005-LDP48 (0001338782)	X			184	2,677,074,944
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2005-511 (0001339824)	X			103	1,962,338,432

S-139

Name of Issuing Entity		Check if  Registered	Name of Originator1	Total Assets in ABS by Originator			Assets That Were Subject of   Demand2			Assets That Were   Repurchased or Replaced3			Assets Pending Repurchase or Replacement  (within cure period)			Demand in Dispute4			Demand Withdrawn5			Demand Rejected6
				#	$	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%
Morgan Stanley Capital I, Inc. Commercial Mortgage Pass-Through Certificates, Series 2005-HQ78 (0001344184)	X			278	1,956,613,760
JP Morgan Chase Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2005-LDP58 (0001345812)	X			188	4,327,020,032
Merrill Lynch Mortgage Investors, Inc. Commercial Mortgage Pass-Through Certificates, Series 2005-LC19 (0001346319)	X			142	1,546,256,000
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2005-611 (0001345833)	X			163	2,942,152,192
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2006-111 (0001353932)	X			192	2,037,667,328
General Electric Commercial Mortgage Corporation Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2006-C18 (0001354504)	X			145	1,608,803,712
Morgan Stanley Capital I, Inc. Commercial Mortgage Pass-Through Certificates, Series 2006-HQ88 (0001354744)	X			268	2,731,231,488
JP Morgan Chase Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2006-LDP68 (0001354045)	X			163	2,142,076,288
Merrill Lynch Mortgage Investors, Inc. Commercial Mortgage Pass-Through Certificates, Series 2006-C19 (0001360571)	X			244	2,489,838,721

S-140

Name of Issuing Entity		Check if  Registered	Name of Originator1	Total Assets in ABS by Originator			Assets That Were Subject of   Demand2			Assets That Were   Repurchased or Replaced3			Assets Pending Repurchase or Replacement  (within cure period)			Demand in Dispute4			Demand Withdrawn5			Demand Rejected6
				#	$	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%
Deutsche Mortgage & Asset Receiving Corporation Commercial Mortgage Pass-Through Certificates, Series 2006-C78				156	2,447,292,416
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2006-211 (0001364772)	X			160	2,699,084,544
Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2006-BBA78				5	700,000,000
JP Morgan Chase Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2006-LDP78 (0001363143)	X			269	3,940,432,128
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2006-311 (0001368730)	X			96	1,964,746,752
Morgan Stanley Capital I, Inc. Commercial Mortgage Pass-Through Certificates, Series 2006-HQ98 (0001369353)	X			212	2,601,737,984
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2006-411 (0001372264)	X			164	2,727,474,944
Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2006-C48 (0001374479)	X			360	4,273,091,840
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2006-511 (0001376210)	X			183	2,243,271,168

S-141

Name of Issuing Entity		Check if  Registered	Name of Originator1	Total Assets in ABS by Originator			Assets That Were Subject of Demand2			Assets That Were Repurchased or Replaced3			Assets Pending Repurchase or Replacement (within cure period)			Demand in Dispute4			Demand Withdrawn5			Demand Rejected6
				#	$	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%
Citigroup Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2006-C58 (0001378234)	X			207	2,238,772,736
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2006-611 (0001380701)	X			116	2,462,208,256
Deutsche Mortgage & Asset Receiving Corporation Commercial Mortgage Pass-Through Certificates, Series 2006-C88				173	3,775,704,064
Morgan Stanley Capital I, Inc. Commercial Mortgage Pass-Through Certificates, Series 2006-IQ128 (0001383025)	X			269	2,730,307,584
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2007-111 (0001389149)	X			157	3,145,214,464
Morgan Stanley Capital I, Inc. Commercial Mortgage Pass-Through Certificates, Series 2007-HQ118 (0001388783)	X			171	2,417,646,592
Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2007-BBA88				16	1,762,390,016
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2007-211 (0001399449)	X			180	3,172,686,592
Goldman Sachs Mortgage Securities Corporation Commercial Mortgage Securities Corporation Commercial Mortgage Pass-Through Certificates, Series 2007-EOP8				1	7,407,651,328

S-142

Name of Issuing Entity		Check if  Registered	Name of Originator1	Total Assets in ABS by Originator			Assets That Were Subject of   Demand2			Assets That Were   Repurchased or Replaced3			Assets Pending Repurchase or Replacement  (within cure period)			Demand in Dispute4			Demand Withdrawn5			Demand Rejected6
				#	$	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2007-311 (0001404501)	X			151	3,515,654,656
Citigroup Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2007-C68 (0001403924)	X			318	4,756,049,408
Mezz Cap Commercial Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2007-C58				86	56,328,892
Commercial Mortgage Loan Trust Commercial Mortgage Pass-Through Certificates, Series  2008-LS111 (0001427687)	X			238	2,345,024,768
Merrill Lynch Mortgage Investors, Inc. Commercial Mortgage Pass-Through Certificates, Series 2008-C19 (0001432961)	X			92	948,772,138
Banc of America Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series  2008-18 (0001437473)	X			108	1,269,690,752
Wells Fargo Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2010-C18				37	735,870,784
FREMF Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2010-K911				70	1,248,191,232
FREMF Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2011-K1311				81	1,250,920,064
FREMF Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2011-KAIV11				19	672,342,976
Morgan Stanley Capital I, Inc. Commercial Mortgage Pass-Through Certificates, Series 2011-C28				52	1,213,951,744

S-143

Name of Issuing Entity		Check if  Registered	Name of Originator1	Total Assets in ABS by   Originator			Assets That Were Subject of   Demand2			Assets That Were   Repurchased or Replaced3			Assets Pending Repurchase or Replacement  (within cure period)			Demand in Dispute4			Demand Withdrawn5			Demand Rejected6
				#	$	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%	#	$7	%
Morgan Stanley Capital I, Inc. Commercial Mortgage Pass-Through Certificates, Series 2011-C38 (0001528503)	X			63	1,491,988,736
FREMF Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2011-K70411				65	1,196,838,528
Morgan Stanley Capital I, Inc. Commercial Mortgage Pass-Through Certificates, Series 2012-C48 (0001541451)	X			38	1,100,577,000
FREMF Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2012-K707				62	1,315,286,000
UBS-BAMLL Trust 2012-WRM Commercial Mortgage Pass-Through Certificates, Series 2012-WRM				2	415,000,000
FREMF Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2012-K710				49	1,286,014,500
Morgan Stanley Capital I Inc. Commercial Mortgage Pass-Through Certificates, Series 2012-C58 (0001552327)	X			72	1,354,485,000
Morgan Stanley Capital I Inc. Commercial Mortgage Pass-Through Certificates, Series 2012-C68 (0001558013)	X			43	1,124,650,000
FREMF Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2012-K721				81	1,374,353,500
Morgan Stanley Capital I Inc. Commercial Mortgage Pass-Through Certificates, Series 2013-C78 (0001564347)	X			60	1,398,731,000
FREMF Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2013-K25				12	1,536,584,000
Morgan Stanley Capital I Inc. Commercial Mortgage Pass-Through Certificates, Series 2013-C811 (0001567572)	X			10	1,139,071,044

 S-144

1. The originator is the party identified by Bank of America using the same methodology as Bank of America would use to identify the originator of assets for purposes of complying with Item 1110 of Regulation AB in connection with registered offerings of asset-backed securities in the same asset class.

2. Reflects assets subject to demands to repurchase or replace that were received during the period from January 1, 2011, to March 31, 2013. Activity with respect to demands received during and, if applicable, prior to such period ended March 31, 2013, is reflected elsewhere in this table. If an asset changed status during such period ended March 31, 2013, information regarding the asset will appear in this column and the other applicable column in this table.

Bank of America undertook the following steps to gather the information required by Rule 15Ga-1 under the Exchange Act:  (i) identifying all asset-backed securities transactions in which we acted as a securitizer that were not the subject of a filing on Form ABS-15G by an affiliated securitizer, (ii) performing a diligent search of our records and the records of affiliates that acted as securitizers in our transactions for all relevant information, (iii) reviewing appropriate documentation from all relevant transactions to determine the parties responsible for enforcing representations and warranties, and any other parties to the transaction who might reasonably be expected to have received repurchase requests (such parties, “Demand Entities”), (iv) making written request of each Demand Entity to provide any information in its possession regarding requests or demands to repurchase any loans for a breach of a representation or warranty with respect to any relevant transaction that was not previously provided to us.  We followed up written requests made of Demand Entities as we deemed appropriate.   In addition, we requested information from trustees and other Demand Entities as to investor demands that occurred prior to July 22, 2010. It is possible that this disclosure does not contain information about all investor demands upon those parties made prior to July 22, 2010.

3. Reflects assets that were repurchased or replaced during the period from January 1, 2011, to March 31, 2013.  Where applicable, the demand for repurchase or replacement relating to any asset reported in this column may have been received prior to such period.

4. Includes assets for which any of the following situations apply as of June 30, 2012:

a. A related demand to repurchase or replace such asset was received by the representing party but not yet responded to by March 31, 2013;

b. The representing party has responded to one or more related demands to repurchase or replace such asset by refuting the allegations supporting the most recent such demand and rejecting the repurchase demand but the party demanding repurchase or replacement of such asset has responded to such rejection and continues to assert the merits of its demand; or

c. The representing party and the party demanding repurchase or replacement of such asset acknowledge that the ongoing dispute over the merits of such demand may not be readily resolved.

Where applicable, the demand for repurchase or replacement relating to any asset reported in this column may have been received prior to the period from January 31, 2011, to March 31, 2013.

5. Includes assets for which the party demanding the repurchase or replacement of such asset has agreed to rescind its demand.  Where applicable, the demand for repurchase or replacement relating to any asset reported in this column may have been received prior to the year ended March 31, 2013.

6. Reflects assets for which the representing party has responded to one or more related demands to repurchase or replace such asset by refuting the allegations supporting such demand and rejecting the repurchase demand(s) and the party demanding repurchase or replacement of such asset has not responded to the most recent such rejection as of March 31, 2013.

7. An outstanding principal balance shown in this column is calculated (a) for any asset that has not been liquidated, as the remaining outstanding principal balance of the asset at the earlier of the date on which it was repurchased, or replaced, if applicable, and March 31, 2013, or (b) for any asset no longer part of the pool assets at the end of the reporting period, as zero.

8. With respect to this securitization transaction, the information for Bank of America as a securitizer of CRE Loans required to be set forth in a Form ABS-15G for (a) the initial reporting period from January 1, 2009, through December 31, 2011, was set forth in the Form ABS-15G filed by Bank of America on February 14, 2012 (and subsequently amended by filing on August 23, 2012), (b) for the period from January 1, 2012, to March 31, 2012, in the Form ABS-15G filed by Bank of America on May 11, 2012 (and subsequently amended by filing on August 23, 2012), (c) for the period from April 1, 2012, to June 30, 2012, in the Form ABS-15G filed by Bank of America on August 13, 2012 (and subsequently amended by filing on August 23, 2012), (d) for the period from July 1, 2012, to September 30, 2012, in the Form ABS-15G filed by Bank of America on November 13, 2012, (e) for the period from October 1, 2012, to December 31, 2012, in the Form ABS-15G filed by Bank of America on February 12, 2013, and (f) for the period from January 1, 2013, to March 31, 2013, in the Form ABS-15G filed by Bank of America on May 9, 2013.

9. With respect to this securitization transaction, the information for Bank of America as a securitizer of CRE Loans required to be set forth in a Form ABS-15G for (a) the initial reporting period from January 1, 2009, through December 31, 2011, was set forth in the Form ABS-15G filed by Merrill Lynch Mortgage Investors, Inc. (“MLMI”) on February 14, 2012 (and subsequently amended by filing on October 19, 2012), (b) for the period from January 1, 2012, to March 31, 2012, in the Form ABS-15G filed by MLMI on May 10, 2012 (and subsequently amended by filing on October 19, 2012), (c) for the period from April 1, 2012, to June 30, 2012, in the Form ABS-15G filed by MLMI on August 13, 2012 (and subsequently amended by filing on October 19, 2012), (d) for the period from July 1, 2012, to September 30, 2012, in the Form ABS-15G filed by MLMI on November 13, 2012, (e) for the period from October 1, 2012, to December 31, 2012, in the Form ABS-15G filed by MLMI on February 12, 2013, and (f) for the period from January 1, 2013, to March 31, 2013, in the Form ABS-15G filed by Bank of America on May 7, 2013.

10. Repurchase demand by one party covered 100% of the assets in pool, which has since been withdrawn.  The demand withdrawn number reflects principal balance of loans as of March 31, 2013.

11. With respect to this securitization transaction, the information for Bank of America as a securitizer of CRE Loans required to be set forth in a Form ABS-15G for (a) the initial reporting period from January 1, 2009, through December 31, 2011, was set forth in the Form ABS-15G filed by Banc of America Merrill Lynch Commercial Mortgage, Inc. (“BAMLCM”) on February 14, 2012 (and subsequently amended by filing on November 8, 2012), (b) for the period from January 1, 2012, to March 31, 2012, in the Form ABS-15G filed by BAMLCM on May 9, 2012 (and subsequently amended by filing on November 8, 2012), (c) for the period from April 1, 2012, to June 30, 2012, in the Form ABS-15G filed by BAMLCM on August 10, 2012 (and subsequently amended by filing on November 8, 2012), (d) for the period from July 1, 2012, to September 30, 2012, in the Form ABS-15G filed by BAMLCM on November 13, 2012, (e) for the period from October 1, 2012, to December 31, 2012, in the Form ABS-15G filed by BAMLCM on February 7, 2013, and (f) for the period from January 1, 2013, to March 31, 2013, in the Form ABS-15G filed by Bank of America on May 7, 2013.

12. Data voluntarily provided for trusts with no repurchase demands during the period from January 1, 2011, to December 31, 2012, includes the transaction name, CIK number, if a registered transaction, number of assets and principal balance of assets as of the closing date of the related transaction.  The Form ABS 15G filed for these trusts may disclose repurchase activity during the period from January 1, 2009, to December 31, 2010.

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The information for Bank of America as a securitizer of CRE Loans required to be set forth in a Form ABS-15G for the initial reporting period from January 1, 2009, through December 31, 2011, was set forth in (i) the Form ABS-15G filed by Bank of America on February 14, 2012 (and subsequently amended by filing on August 23, 2012), if the information related to asset-backed securities in the CRE Loan asset class in which Bank of America was a sponsor but in which none of BAMLCM, Banc of America Merrill Lynch Large Loan Inc. (“BAMLL” )) or MLMI was the depositor, (ii) the Form ABS-15G filed by BAMLCM on February 14, 2012 (and subsequently amended by filing on November 8, 2012), if the information related to asset-backed securities in the CRE Loan asset class in which Bank of America was a sponsor and BAMLCM was the depositor, (iii) the Form ABS-15G filed by BAMLL on February 14, 2012 (and subsequently amended by filing on October 19, 2012), if the information related to asset-backed securities in the CRE Loan asset class in which Bank of America was a sponsor and BAMLL was the depositor, and (iv) the Form ABS-15G filed by MLMI on February 14, 2012 (and subsequently amended by filing on October 19, 2012), if the information related to asset-backed securities in the CRE Loan asset class in which Bank of America was a sponsor and MLMI was the depositor. Additional information for Bank of America as a securitizer of CRE Loans required to be set forth in a Form ABS-15G for the reporting period from January 1, 2012, through March 31, 2012, was set forth in (i) the Form ABS-15G filed by Bank of America on May 11, 2012 (and subsequently amended by filing on August 23, 2012), if the information related to asset-backed securities in the CRE Loan asset class in which Bank of America was a sponsor but in which none of BAMLCM, BAMLL or MLMI was the depositor, (ii) the Form ABS-15G filed by BAMLCM on May 9, 2012 (and subsequently amended by filing on November 8, 2012), if the information related to asset-backed securities in the CRE Loan asset class in which Bank of America was a sponsor and BAMLCM was the depositor, and (iii) the Form ABS-15G filed by MLMI on May 10, 2012 (and subsequently amended by filing on October 19, 2012), if the information related to asset-backed securities in the CRE Loan asset class in which Bank of America was a sponsor and MLMI was the depositor. Additional information for Bank of America as a securitizer of CRE Loans required to be set forth in a Form ABS-15G for the reporting period from April 1, 2012, through June 30, 2012, was set forth in (i) the Form ABS-15G filed by Bank of America on August 13, 2012 (and subsequently amended by filing on August 23, 2012), if the information related to asset-backed securities in the CRE Loan asset class in which Bank of America was a sponsor but in which none of BAMLCM, BAMLL or MLMI was the depositor, (ii) the Form ABS-15G filed by BAMLCM on August 10, 2012 (and subsequently amended by filing on November 8, 2012), if the information related to asset-backed securities in the CRE Loan asset class in which Bank of America was a sponsor and BAMLCM was the depositor, and (iii) the Form ABS-15G filed by MLMI on August 13, 2012 (and subsequently amended by filing on October 19, 2012), if the information related to asset-backed securities in the CRE Loan asset class in which Bank of America was a sponsor and MLMI was the depositor.  Additional information for Bank of America as a securitizer of CRE Loans required to be set forth in a Form ABS-15G for the reporting period from July 1, 2012, through September 30, 2012, was set forth in (i) the Form ABS-15G filed by Bank of America on November 13, 2012, if the information related to asset-backed securities in the CRE Loan asset class in which Bank of America was a sponsor but in which none of BAMLCM, BAMLL or MLMI was the depositor, (ii) the Form ABS-15G filed by BAMLCM on November 13, 2012, if the information related to asset-backed securities in the CRE Loan asset class in which Bank of America was a sponsor and BAMLCM was the depositor, and (iii) the Form ABS-15G filed by MLMI on November 13, 2012, if the information related to asset-backed securities in the CRE Loan asset class in which Bank of America was a sponsor and MLMI was the depositor. Additional information for Bank of America as a securitizer of CRE Loans required to be set forth in a Form ABS-15G for the reporting period from September 1, 2012, through December 31, 2012, was set forth in (i) the Form ABS-15G filed by Bank of America on February 12, 2013, if the information related to asset-backed securities in the CRE Loan asset class in which Bank of America was a sponsor but in which none of BAMLCM, BAMLL or MLMI was the depositor, (ii) the Form ABS-15G filed by BAMLCM on February 7, 2013, if the information related to asset-backed securities in the CRE Loan asset class in which Bank of America was a sponsor and BAMLCM was the depositor, and (iii) the Form ABS-15G filed by MLMI on February 12, 2013, if the information related to asset-backed securities in the CRE Loan asset class in which Bank of America was a sponsor and MLMI was the depositor.  Additional information for Bank of America as a securitizer of CRE Loans required to be set forth in a Form ABS-15G for the reporting period from January 1, 2013, through March 31, 2013, was set forth in (i) the Form ABS-15G filed by Bank of America on May 7, 2013, if the information related to asset-backed securities in the CRE Loan asset class in which Bank of America was a sponsor but in which none of BAMLCM, BAMLL or MLMI was the depositor, (ii) the Form ABS-15G filed by BAMLCM on May 9, 2013, if the information related to asset-backed securities in the CRE Loan asset class in which Bank of America was a sponsor and BAMLCM was the depositor, and (iii) the Form ABS-15G filed by MLMI on May 7, 2013, if the information related to asset-backed securities in the CRE Loan asset class in which Bank of America

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was a sponsor and MLMI was the depositor.  The Central Index Key Number of Bank of America is 0001102113. The Central Index Key Number of BAMLCM is 0001005007. The Central Index Key Number of BAMLL is 0001535434. The Central Index Key Number of MLMI is 0000809940.

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Morgan Stanley Mortgage Capital Holdings LLC

Morgan Stanley Mortgage Capital Holdings LLC, a New York limited liability company formed in March 2007 (“MSMCH”), is a sponsor of this transaction and is one of the mortgage loan sellers. MSMCH is a successor to Morgan Stanley Mortgage Capital Inc., a New York corporation formed in 1984, which was merged into MSMCH on June 15, 2007.  MSMCH is an affiliate of the depositor and one of the underwriters and is a direct wholly owned subsidiary of Morgan Stanley (NYSE: MS).  Since the merger, MSMCH has continued the business of Morgan Stanley Mortgage Capital Inc.  The executive offices of MSMCH are located at 1585 Broadway, New York, New York 10036, telephone number (212) 761-4000.  MSMCH also has offices in Los Angeles, California, Dallas, Texas and Sterling, Virginia.  MSMCH originates and purchases commercial and multifamily mortgage loans primarily for securitization or resale.  MSMCH has been involved with warehouse and repurchase financing to residential mortgage lenders, has in the past purchased residential mortgage loans for securitization or resale, or for its own investment, and has previously acted as a sponsor of residential mortgage loan securitizations.  Neither MSMCH nor any of its affiliates currently acts as servicer of the mortgage loans in its commercial mortgage loan securitizations.  MSMCH originated or purchased all of the mortgage loans it is selling to the depositor.

MSMCH’s Commercial Mortgage Securitization Program

MSMCH (or its predecessor) has been active as a sponsor of securitizations of commercial mortgage loans since its formation.  As a sponsor, MSMCH originates or acquires mortgage loans and either by itself or together with other sponsors or mortgage loan sellers, initiates the securitization of the mortgage loans by transferring the mortgage loans to a securitization depositor, including Morgan Stanley Capital I Inc., or another entity that acts in a similar capacity.  In coordination with its affiliate, Morgan Stanley & Co. LLC, and other underwriters, MSMCH works with rating agencies, investors, mortgage loan sellers and servicers in structuring securitization transactions. MSMCH has acted as sponsor and mortgage loan seller both in transactions in which it is the sole sponsor or mortgage loan seller and in transactions in which other entities act as sponsor or mortgage loan seller.  MSMCH’s previous securitization programs, identified as “IQ,” “HQ” and “TOP,” typically involved multiple mortgage loan sellers.

Substantially all mortgage loans originated or acquired by MSMCH are either sold to securitizations as to which MSMCH acts as either sponsor or mortgage loan seller (or both) or otherwise sold or syndicated.  Mortgage loans originated and securitized by MSMCH include both fixed rate and floating rate mortgage loans and both large mortgage loans and conduit mortgage loans (including those shown in the table below), and such mortgage loans were included in both public and private securitizations.  MSMCH also originates subordinate and mezzanine debt which is generally not securitized.  The following table sets forth information with respect to originations and securitizations of commercial and multifamily mortgage loans by MSMCH for the five years ending on December 31, 2012.

Period	Total MSMCH Mortgage Loans(1)(2)	Total MSMCH Mortgage Loans Securitized with Affiliated Depositor(2)	Total MSMCH Mortgage Loans Securitized with Non-Affiliated Depositor(2)	Total MSMCH Mortgage Loans Securitized(2)
Year ending December 31, 2012	4.7	2.7	0.2	2.9
Year ending December 31, 2011	4.7	2.9	0.0	2.9
Year ending December 31, 2010	2.1	0.0	0.0	0.0
Year ending December 31, 2009	0.0	0.0	0.0	0.0
Year ending December 31, 2008	0.6	0.2	0.0	0.2

(1) Includes all mortgage loans originated or purchased by MSMCH (or its predecessor) in the relevant year.  Mortgage loans originated in a given year that were not securitized in that year generally were held for securitization in the following year or sold to third parties

(2) Approximate amounts show in billions of dollars

MSMCH’s large mortgage loan program typically originates mortgage loans larger than $50 million, although MSMCH’s conduit mortgage loan program also sometimes originates such large mortgage loans.  MSMCH originates commercial mortgage loans secured by multifamily, office, retail, industrial, hotel, manufactured housing community and self storage properties.  The largest property concentrations of MSMCH securitized loans have been in retail and office properties, and the largest geographic concentrations have been in California and New York.

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MSMCH’s Underwriting Standards

Overview. MSMCH’s commercial mortgage loans are primarily originated in accordance with the procedures and underwriting standards described below. However, given the unique nature of income-producing real properties, variations from these procedures and standards may be implemented as a result of various conditions, including a mortgage loan’s specific terms, the quality or location of the underlying real estate, the mortgaged property’s tenancy profile, the background or financial strength of the borrower or sponsor and any other pertinent information deemed material by MSMCH. Therefore, this general description of MSMCH’s origination procedures and underwriting standards is not intended as a representation that every commercial mortgage loan originated or purchased by it (or on its behalf) complies entirely with all standards set forth below. For important information about the circumstances that have affected the underwriting of an MSMCH mortgage loan, see “—Exceptions to Underwriting Standards” below.

Process. The credit underwriting process for each MSMCH mortgage loan is performed by a deal team comprised of real estate professionals that typically includes a commercial loan originator, underwriter and closer subject to the oversight and ultimate review and approval of MSMCH. This team conducts a review of the related mortgaged property, which typically includes an examination of the following information, to the extent both applicable and available: historical operating statements, rent rolls, certain 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, physical condition and seismic and other engineering characteristics (see “—Escrow Requirements,” “—Zoning and Land Use,” “—Title Insurance Policy,” “— Property Insurance” and “—Third Party Reports” below). In some cases, certain of these documents may not be reviewed due to the nature of the related mortgaged property. For instance, historical operating statements may not be available with respect to a mortgaged property with a limited operating history or that has been recently acquired by its current owner. In addition, rent rolls would not be examined for certain property types (e.g., hospitality properties), and executed tenant leases would not be examined for certain property types (e.g., hospitality, self storage, multifamily and manufactured housing community properties) although forms of leases would typically be reviewed.

A member of the MSMCH deal team or one of its agents performs an inspection of the mortgaged property as well as a review of the surrounding market environment (including demand generators, competing properties (if any) and proximity to major thoroughfares and transportation centers) in order to confirm tenancy information, assess the physical quality and attributes (e.g., age, renovations, condition, parking, amenities, class, etc.) of the collateral, determine visibility and access characteristics and evaluate the mortgaged property’s competitiveness within its market.

The MSMCH deal team or one of its agents also performs a detailed review of the financial status, credit history, credit references and background of the borrower and certain key principals using financial statements, income tax returns, credit reports, criminal and background investigations and searches in select jurisdictions 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 deal team finalizes its detailed underwriting analysis of the mortgaged property’s cash flow in accordance with MSMCH’s property-specific, cash flow underwriting guidelines.

Determinations are also made regarding the implementation of appropriate loan terms to address certain risks, resulting in features such as ongoing escrows or up-front reserves, letters of credit, lockboxes, cash management agreements and guarantees. A complete credit committee package is prepared to summarize all of the above referenced information and circulated to credit committee for review.

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

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Debt Service Coverage and Loan to Value Requirements. MSMCH’s underwriting standards generally require a minimum debt service coverage ratio of 1.20x and permit a maximum loan-to-value ratio of 80%; however, these thresholds are guidelines, and exceptions may be made based on the merits of each individual mortgage loan, such as the types of tenants, reserves, letters of credit, guarantees and MSMCH’s assessment of the mortgaged property’s future performance. The debt service coverage ratio guidelines set forth above are calculated based on Underwritten Net Cash Flow at origination. The debt service coverage ratio for each mortgage loan as reported in this free writing prospectus and APPENDIX I hereto may differ from the amount calculated at the time of origination because updates to the information used to calculate such amounts may have become available during the period between origination and the date of this free writing prospectus.

Certain mortgaged properties may also be encumbered by subordinate debt (or the direct or indirect ownership interests in the related borrower may be encumbered by mezzanine debt). It is possible that MSMCH or an affiliate thereof will be a lender on such additional debt and may either sell such debt to an unaffiliated third party or hold it in inventory. When such subordinate or mezzanine debt is taken into account, the aggregate debt with respect to the related mortgaged property may not conform to the aforementioned DSCR and LTV parameters.

Amortization Requirements. MSMCH’s underwriting guidelines generally permit a maximum amortization period of 30 years. Certain mortgage loans may provide for interest-only payments through maturity or for a portion of the commercial mortgage loan term. If a mortgage loan has a partial interest-only period, the monthly debt service and the UW NCF DSCR set forth in this free writing prospectus and APPENDIX I to this free writing prospectus reflect a calculation of both the interest only payments and the future (larger) amortizing loan payment. See “DESCRIPTION OF THE MORTGAGE POOL” in this free writing prospectus.

Escrow Requirements. MSMCH may require borrowers to fund escrows for taxes, insurance, capital expenditures and replacement reserves. In addition, MSMCH may identify certain risks that warrant additional escrows or holdbacks for items to be released to the borrower upon the satisfaction of certain conditions. Such escrows or holdbacks may cover tenant improvements and leasing commissions, deferred maintenance, environmental remediation and unfunded obligations, among other things. Springing escrows may also be structured for identified risks such as specific rollover exposure, to be triggered upon the non-renewal of one or more key tenants. In some cases, in lieu of maintaining a cash reserve, the borrower may be allowed to post a letter of credit or guaranty or provide periodic evidence of timely payment of a typical escrow item. Escrows are evaluated on a case-by-case basis and are not required for all MSMCH commercial mortgage loans.

Generally, MSMCH requires escrows as follows:

● Taxes. 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; however, if the actual tax amount owing in the upcoming year is not available, the required annual reserve amount will generally be between 100% and 105% of the preceding year’s tax amount) are typically required to satisfy taxes and assessments, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the sponsor is an institutional sponsor or a high net worth individual or (ii) the related mortgaged property is a single tenant property with respect to which the related tenant is required to pay taxes directly.

● Insurance. An initial deposit at origination (which may be equal to one or more months of the required monthly amount) and subsequent monthly escrow deposits equal to 1/12 of an amount generally between 100% and 105% of the annual property insurance premium are typically required to pay insurance premiums, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the sponsor is an institutional sponsor or a high net worth individual, (ii) the related borrower maintains a blanket insurance policy or (iii) the related mortgaged property is a single tenant property with respect to which the related tenant self-insures.

● Replacement Reserves. Replacement reserves are generally calculated in accordance with the expected useful life of the components of the mortgaged 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 depending on the property type, except that such escrows may not be required in certain circumstances,

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including, but not limited to, situations where the related mortgaged property is a single tenant property with respect to which the related tenant is responsible for all repairs and maintenance, including those required with respect to the roof and structure of the improvements.

● Tenant Improvements and Leasing Commissions. A reserve for tenant improvements and leasing commissions may be required to be funded either at loan origination and/or during the term of the mortgage loan to cover anticipated tenant improvements or leasing commissions costs that might be associated with re-leasing certain space, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the related mortgaged property is a single tenant property and the tenant’s lease extends beyond the loan term or (ii) the rent at the related mortgaged property is considered below market.

● Deferred Maintenance. A reserve for deferred maintenance may be required to be funded at loan origination in an amount generally between 100% and 125% of the estimated cost of material immediate repairs or replacements identified in the physical condition report, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the sponsor of the borrower delivers a guarantee to complete the immediate repairs in a specified amount of time, (ii) the deferred maintenance amount does not materially impact the related mortgaged property’s function, performance or value or is de minimis in relation to the loan amount or (iii) the related mortgaged property is a single tenant property and the tenant is responsible for the repairs.

● Furniture, Fixtures and Equipment. A reserve for furniture, fixtures and equipment expenses may be required to be funded during the term of the mortgage loan based on the suggested reserve amount from an independent, third-party property condition or engineering report, or based on certain minimum requirements depending on the property type.

● Environmental Remediation. A reserve for environmental remediation may be required to be funded at loan origination in an amount generally between 100% and 150% of the estimated remediation cost identified in the environmental report, except that such escrows may not be required in certain circumstances, including, but not limited to, situations where (i) the sponsor of the borrower delivers a guarantee whereby it agrees to take responsibility and pay for identified environmental issues or (ii) environmental insurance has been obtained or already in place.

For a description of the escrows collected with respect to the MSMCH mortgage loans, please see APPENDIX I to this free writing prospectus.

Zoning and Land Use. With respect to each mortgage loan, MSMCH and its origination counsel will generally examine whether the use and occupancy of the related mortgaged property is in material compliance with zoning, land-use, building rules, regulations and orders then applicable to that mortgaged 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 representations by the related borrower. In some cases, a mortgaged property may constitute a legal non-conforming use or structure. In such cases, MSMCH 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 the mortgaged 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 imposing recourse liability from a principal of the borrower is provided to cover losses.

Title Insurance Policy. Each borrower is required to provide, and MSMCH or its counsel typically will review, a title insurance policy for the related mortgaged property. Such title insurance policies typically must (i) be written by a title insurer licensed to do business in the jurisdiction where the mortgaged property is located, (ii) be in an amount at least equal to the original principal balance of the mortgage loan, (iii) have protection and benefits run to the mortgagee and its successors and assigns, (iv) be written on an American Land Title Association form or equivalent policy promulgated in the jurisdiction where the mortgaged property is located and (v) if a survey was

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prepared, have a legal description of the mortgaged property in the title policy that conforms to that shown on the survey.

Property Insurance. MSMCH requires each borrower to provide evidence of a hazard insurance policy with a customary deductible and coverage in an amount at least equal to the greater of (i) the outstanding principal balance of the mortgage loan or (ii) the amount necessary to prevent the borrower from becoming a co-insurer. Such policies do not permit reduction in insurance proceeds for depreciation, except that a 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.

Third Party Reports. In addition to or as part of applicable origination guidelines or reviews described above, in the course of originating the MSMCH mortgage loans, MSMCH generally considered the results of third party reports as described below. New reports are generally ordered, although existing reports dated no more than twelve (12) months prior to closing may be used (subject, in certain cases, to updates). In many instances, however, one or more provisions of the guidelines were waived or modified in light of the circumstances of the relevant mortgage loan or mortgaged property.

● Appraisal. MSMCH generally obtains an appraisal for each mortgaged property prepared by an appraisal firm approved by MSMCH to assess the value of the property. Each report is reviewed by MSMCH or its designated agent. The report may utilize one or more approaches to value: (i) cost approach; (ii) sale comparison approach and/or (iii) income approach (including both the direct cap and discount cash flow methods). Each appraisal also includes a statement by the appraiser that the Uniform Standards of Professional Appraisal Practice (USPAP) and the guidelines of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (FIRREA), as amended, were followed in preparing the appraisal. There can be no assurance that another person would not have arrived at a different valuation, even if such person used the same general approach to and same method of valuing the property. Moreover, such appraisals sought to establish the amount a typically motivated buyer would pay a typically motivated seller. Such amount could be significantly higher than the amount obtained from the sale of a mortgaged property under a distress or liquidation sale. Information regarding the values of the mortgaged properties as of the Cut-off Date is presented in this free writing prospectus for illustrative purposes only.

● Environmental Report. MSMCH generally obtains a Phase I site assessment or an update of a previously obtained site assessment for each mortgaged property generally within the twelve-month period preceding the origination of the related mortgage loan and in each case prepared by an environmental firm approved by MSMCH. MSMCH or its designated agent typically reviews the Phase I site assessment to verify the presence or absence of potential adverse environmental conditions. 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 MSMCH or the environmental consultant believes that such an analysis is warranted under the circumstances. Upon the recommendation of the engineer conducting the Phase I assessment with respect to a mortgaged property, a Phase II assessment will be ordered and/or an operations and maintenance plan with respect to asbestos, mold or lead based paint will be implemented. In certain cases, the Phase I or Phase II assessment disclosed the existence of or potential for adverse environmental conditions, generally the result of the activities of identified tenants, adjacent property owners or previous owners of the mortgaged property. In certain of such cases, the related borrowers were required to establish operations and maintenance plans, monitor the mortgaged property, abate or remediate the condition and/or provide additional security such as letters of credit, reserves or stand-alone secured creditor impaired property policies.

● Physical Condition Report. MSMCH generally obtains a current physical condition report for each mortgaged property prepared by a structural engineering firm approved by MSMCH to assess the overall physical condition and engineering integrity of the improvements at the mortgaged property, including an inspection of representative property components, systems and elements, an evaluation of their general apparent physical condition and an identification of physical deficiencies associated with structural, fixture, equipment or mechanical building components. MSMCH, or an agent, typically reviews the report to determine the physical condition of the mortgaged property and to determine the anticipated costs of

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necessary repair, replacement and major maintenance or capital expenditure over the term of the mortgage loan. In cases in which the report identifies an immediate need for material repairs or replacements with an anticipated cost that is over a certain minimum threshold or percentage of loan balance, MSMCH often requires an escrow at the time of origination in an amount sufficient to complete such repairs or replacements or obtains a guarantee from a sponsor of the borrower in lieu of reserves. MSMCH also often requires the collection of ongoing escrows for the continued maintenance of the property based on the conclusions of the report. See “—Escrow Requirements” above.

● Seismic. MSMCH generally obtains a seismic report for all mortgaged properties located in seismic zones 3 or 4 to assess the estimated damage that may result from a seismic event that has a 10% chance of exceedance in a 50-year exposure period or a 475-year return period. Such reports utilize the ASTM Standard E2026-07 and E2557-07 definitions for Scenario Expected Loss. Generally, any of the mortgage loans as to which the property was estimated to have a scenario expected limit in excess of 20% would be conditioned on satisfactory earthquake insurance.

Servicing. MSMCH currently contracts with third party servicers for servicing the mortgage loans that it originates or acquires. Such interim servicers are assessed based upon the credit quality of the servicing institution and may be reviewed for their systems and reporting capabilities, collection procedures and ability to provide loan-level data. In addition, MSMCH may meet with senior management to determine whether the servicer complies with industry standards or otherwise monitor the servicer on an ongoing basis.

Exceptions to Underwriting Standards. One or more of MSMCH’s mortgage loans may vary from the specific MSMCH underwriting guidelines described above when additional credit positive characteristics are present as discussed above. In addition, in the case of one or more of MSMCH’s mortgage loans, MSMCH or another originator may not have applied each of the specific underwriting guidelines described above as the result of case-by-case permitted flexibility based upon other compensating factors.  For example, MSMCH’s underwriting guidelines would generally require that the mortgage loan become full recourse to the borrower and a recourse carve-out guarantor (which is a natural person or persons, or an entity distinct from the borrower (but may be affiliated with the borrower) that has assets other than equity in the related mortgaged property that are not de minimis) for certain events.  With respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as University Towers Cooperative, securing a mortgage loan representing approximately 2.3% of the Initial Pool Balance, there is no recourse carve-out guarantor.  MSMCH’s decision to include this mortgage loan in the transaction notwithstanding these exceptions was based on the following: (a) the Cut-off Date LTV is 10.9%, (b) each rating agency has provided a shadow rating on the mortgage loan that is in its highest rating category (without giving effect to pluses or minuses), and (c) Cut-off Date balance per Unit/SF is $36,344. No other MSMCH mortgage loans were originated with any material exceptions from MSMCH’s underwriting guidelines and procedures.

Review of MSMCH Mortgage Loans

General. In connection with the preparation of this free writing prospectus, MSMCH conducted a review of the mortgage loans that it is selling to the depositor designed and effected to provide reasonable assurance that the disclosure related to the MSMCH mortgage loans is accurate in all material respects. MSMCH determined the nature, extent and timing of the review and the level of assistance provided by any third party. The review was conducted by a deal team comprised of real estate and securitization professionals and third parties. MSMCH has ultimate authority and control over, and assumes all responsibility for and attributes to itself, the review and the findings and conclusions of the review of the mortgage loans that it is selling to the depositor. The review procedures described below were employed with respect to all of the MSMCH mortgage loans, except that certain review procedures were only relevant to the large loan disclosures in this free writing prospectus, as further described below. No sampling procedures were used in the review process.

Database. MSMCH created a database of information (the “MSMCH Securitization Database”) obtained in connection with the origination of the MSMCH mortgage loans, including:

● certain information from the mortgage loan documents;

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● certain borrower-provided information, including certain rent rolls, certain operating statements and certain leases relating to certain mortgaged properties;

● insurance information for the related mortgaged properties;

● information from third party reports such as the appraisals, environmental and property condition reports;

● credit and background searches with respect to the related borrowers; and

● certain other information and other search results obtained by MSMCH for each of the MSMCH mortgage loans during the underwriting process.

MSMCH may have included in the MSMCH Securitization Database certain updates to such information received by MSMCH after origination, such as information from the interim servicer regarding loan payment status, current escrows, updated operating statements and rent rolls and certain other information otherwise brought to the attention of the MSMCH securitization team. Such updates were not intended to be, and do not serve as, a re-underwriting of any mortgage loan.

MSMCH created a data file (the “MSMCH Data File”) using the information in the MSMCH Securitization Database and provided that file to the depositor for use in compiling the numerical information regarding the MSMCH mortgage loans in this free writing prospectus (particularly in Appendices I, II and III to this free writing prospectus).

Data Comparisons and Recalculation. Bank of America and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of MSMCH, engaged a third party accounting firm to perform certain data comparison and recalculation procedures which were designed by MSMCH relating to MSMCH mortgage loan information in this free writing prospectus. These procedures included:

● comparing the information in the MSMCH Data File against various source documents provided by MSMCH;

● comparing numerical information regarding the MSMCH mortgage loans and the related mortgaged properties disclosed in this free writing prospectus against the information contained in the MSMCH Data File; and

● recalculating certain percentages, ratios and other formulas relating to the MSMCH mortgage loans disclosed in this free writing prospectus.

Legal Review. For each MSMCH mortgage loan originated by MSMCH or one of its affiliates (as applicable), MSMCH reviewed a legal loan and property information summary prepared by origination counsel, which summary includes important loan terms and certain property-level information obtained during the origination process. MSMCH also provided to each origination counsel the representations and warranties attached as APPENDIX V to this free writing prospectus and requested that origination counsel draft exceptions to such representations and warranties. MSMCH compiled and reviewed draft exceptions received from origination counsel, engaged separate counsel to review the exceptions, revised the exceptions and provided them to the depositor for inclusion in APPENDIX VI to this free writing prospectus.

For MSMCH mortgage loans purchased by MSMCH or one of its affiliates, if any, from a third party originator, MSMCH reviewed the related purchase agreement, the representations and warranties made by the originator contained therein (together with the exceptions thereto) and certain provisions of the related loan documents and third party reports concerning the related mortgaged property that were provided by the originator of such mortgage loan. With respect to each such MSMCH mortgage loan, MSMCH and its counsel prepared exceptions to the representations and warranties attached as APPENDIX V to this free writing prospectus and provided them to the depositor for inclusion in APPENDIX VI to this free writing prospectus.

In addition, with respect to each MSMCH mortgage loan, MSMCH reviewed, and in certain cases, requested that its counsel review, certain loan document provisions in connection with the disclosure of such provisions in this

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free writing prospectus, such as property release provisions and other provisions specifically disclosed in this free writing prospectus.

Certain Updates. MSMCH requested that each borrower under a MSMCH mortgage loan (or such borrower’s origination or litigation counsel, as applicable) provide updates on any material pending litigation that existed at origination. In addition, if MSMCH became aware of a significant natural disaster in the vicinity of a mortgaged property securing a MSMCH mortgage loan, MSMCH requested information on the property status from the related borrower in order to confirm whether any material damage to the mortgaged property had occurred.

Large Loan Summaries. MSMCH prepared, and reviewed with origination counsel and securitization counsel, the loan summaries for those of the MSMCH mortgage loans included in the ten (10) largest mortgage loans or groups of cross-collateralized mortgage loans in the mortgage pool and the abbreviated loan summaries for those of the MSMCH mortgage loans included in the next ten (10) largest mortgage loans or groups of cross-collateralized mortgage loans in the mortgage pool, which loan summaries and abbreviated loan summaries are incorporated in APPENDIX III to this free writing prospectus.

Underwriting Standards. MSMCH also consulted with origination counsel to confirm that the MSMCH mortgage loans were originated in compliance with the origination and underwriting standards described above under “—MSMCH’s Underwriting Standards,” as well as to identify any material deviations from those origination and underwriting standards. See “—MSMCH’s Underwriting Standards” above.

Findings and Conclusions. MSMCH found and concluded with reasonable assurance that the disclosure regarding the MSMCH mortgage loans in this free writing prospectus is accurate in all material respects. MSMCH also found and concluded with reasonable assurance that the MSMCH mortgage loans were originated in accordance with MSMCH’s origination procedures and underwriting standards, except to the extent described above under “—MSMCH’s Underwriting Standards—Exceptions to Underwriting Standards.”

Repurchases and Replacements

The transaction documents for certain prior transactions in which MSMCH securitized commercial mortgage loans or participation interests (“CRE Loans”) contain covenants requiring the repurchase or replacement of an underlying CRE Loan for the breach of a related representation or warranty under various circumstances if the breach is not cured. The following table sets forth, for the period commencing January 1, 2011 and ending March 31, 2013, the information required by Rule 15Ga-1 under the Exchange Act concerning all assets securitized by MSMCH that were the subject of a demand to repurchase or replace for breach of the representations and warranties concerning the pool assets for all asset-backed securities held by non-affiliates of MSMCH where the underlying transaction agreements included a covenant to repurchase or replace an underlying asset of the CRE Loan asset class. The information for MSMCH as a securitizer of CRE Loans required to be set forth in a Form ABS-15G for the reporting period from January 1, 2013 through March 31, 2013 was set forth in a Form ABS-15G filed by MSMCH on May 14, 2013. The Central Index Key Number of MSMCH is 0001541557.

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Repurchases and Replacements1 Asset Class:  CMBS
Name of Issuing Entity	Check if  Registered	Name of Originator2	Total Assets in ABS by Originator at time of securitization			Assets That Were Subject of Demand3			Assets That Were Repurchased or Replaced4			Assets Pending Repurchase or Replacement (within cure period)5			Demand in Dispute6			Demand Withdrawn7			Demand Rejected8
			#	$	%	#	$9	%10	#	$9	%10	#	$9	%10	#	$9	%10	#	$9	%10	#	$9	%10
Morgan Stanley Dean Witter Capital I Series 2001-TOP1 (0001133471)	X	Morgan Stanley Dean Witter Mortgage Capital Inc.	15	221,328,651	19.1%	1	5,875,795	10.31%	0	-	0.00%	0	-	0.00%	0	-	0.00%	1	5,875,795	10.31%	0	-	0.00%
Morgan Stanley Capital I Series 2006-IQ11 (0001362475)	X	Morgan Stanley Mortgage Capital Inc.	67	772,319,208	47.8%	1	11,862,010	0.98%	0	-	0.00%	0	-	0.00%	1	11,862,010	0.98%	0	-	0.00%	0	-	0.00%
Morgan Stanley Capital I Series 2007-IQ14 (0001398854)	X	Morgan Stanley Mortgage Capital Inc.	34	1,345,579,291	27.4%	1	81,000,000	2.22%	0	-	0.00%	0	-	0.00%	1	81,000,000	2.22%	0	-	0.00%	0	-	0.00%
Aggregate Total			116	2,339,227,150		3	98,310,184		0	-		0	-		2	92,862,010		1	5,875,795		0	-

1. In connection with the preparation of this free writing prospectus, MSMCH undertook the following steps to gather the information required by Rule 15Ga-1 under the Exchange Act: (i) identifying all asset-backed securities transactions in which MSMCH acted as a securitizer that were not the subject of a filing on Form ABS-15G by an affiliated securitizer, (ii) performing a diligent search of MSMCH’s records and the records of affiliates of MSMCH that acted as securitizers in its transactions for all relevant information, (iii) reviewing appropriate documentation from all relevant transactions to determine the parties responsible for enforcing representations and warranties, and any other parties to the transaction who might have received repurchase requests (such parties, “Demand Entities”), and (iv) making written request of each Demand Entity to provide any information in its possession regarding requests or demands to repurchase any loans for a breach of a representation or warranty with respect to any relevant transaction that was not previously provided to MSMCH. MSMCH followed up written requests made of Demand Entities as it deemed appropriate. In addition, MSMCH requested information from trustees and other Demand Entities as to investor demands that occurred prior to July 22, 2010. It is possible that this disclosure does not contain information about all investor demands upon those parties made prior to July 22, 2010.

2. MSMCH identified the “originator” on the same basis that it would identify the originator for purposes of Regulation AB (Subpart 229.1100 – Asset-Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123) for registered transactions.

3. Reflects aggregate numbers for all demand activity shown in this table.

4. Includes loans for which the repurchase price or replacement asset was received during the reporting period from January 1, 2011 to March 31, 2013. The demand related to loans reported in this column may have been received prior to such reporting period.

5. Includes loans for which the securitizer is aware that the responsible party has agreed to repurchase or replace the loan but has not yet repurchased or replaced such loans. The demand related to loans reported in this column may have been received prior to the reporting period from January 1, 2011 to March 31, 2013.

6. Includes demands received during and prior to the reporting period from January 1, 2011 to March 31, 2013 unless the loan falls into one of the other categories reflected on this chart or the demand was received prior to such reporting period and was finally resolved prior to such reporting period. If the securitizer is not the party responsible for repurchasing a loan subject to a demand, the loan is reflected in this column until the securitizer has been informed by the related trustee that the loan has been repurchased or replaced.

7. Includes loans for which the buyback demand was withdrawn by the party submitting the demand during the reporting period from January 1, 2011 to March 31, 2013. The demand related to loans reported in this column may have been received prior to such reporting period.

8. Includes loans (i) for which a demand was received, a rebuttal was made and there was no response within 90 days of the rebuttal and (ii) for which the related obligor has repaid the loan in full, in each case during the reporting period from January 1, 2011 to March 31, 2013. The demand related to loans reported in this column may have been received prior to such reporting period.

9. Principal balance was determined as of the earlier of (i) the principal balance reported in the March 2013 distribution date report and (ii) the principal balance on the distribution date immediately preceding the period for which the distribution date report reflected that the loan was removed from the pool. Liquidated loans reflect amounts received as borrower payments, insurance proceeds and all other liquidation proceeds.

10. Percentage of principal balance was calculated by using the principal balance as described in footnote 9 divided by the aggregate principal balance of the pool assets reported in the March 2013 distribution date report. Because the aggregate principal balance of the remaining pool assets may be less than the principal balance of the repurchase demands calculated as described in footnote 9, the percentage shown in this column may exceed 100%.

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CIBC Inc.

CIBC Inc. (“CIBC”), a Delaware corporation whose principal office is located in New York, New York, is a sponsor and mortgage loan seller in this transaction.  CIBC is an affiliate of CIBC World Markets Corp., an underwriter for the offering of the offered certificates.  CIBC is a majority owned subsidiary of Canadian Imperial Holdings Inc.  Canadian Imperial Holdings Inc. is a wholly-owned subsidiary of CIBC Delaware Holdings Inc., also a Delaware corporation, which is an indirect wholly owned subsidiary of Canadian Imperial Bank of Commerce.  Canadian Imperial Bank of Commerce is a bank chartered under the Bank Act of Canada, having its head office in the City of Toronto, in the Province of Ontario, Canada.  It is licensed to do business in the United States through its agency located in New York, New York.

CIBC’s Commercial Mortgage Securitization Program

CIBC underwrites and originates mortgage loans secured by commercial or multifamily properties for its securitization program. As sponsor, CIBC sells the loans it originates through commercial mortgage-backed securitizations.  CIBC began originating commercial and multifamily mortgage loans for securitization in 1997 and began securitizing commercial and multifamily mortgage loans in 1998.  In 2010, CIBC formed a joint venture with BSSF Commercial Mortgage Member L.L.C. (“BSSF”) to originate and/or acquire and securitize fixed rate commercial and multifamily mortgage loans and invest in certain classes of the securities issued in those securitizations.  The joint venture is CIBX Commercial Mortgage, LLC (“CIBX”), a Delaware limited liability company, and CIBC managed the origination and securitization process of CIBX.  As of March 31, 2013, the total amount (by principal balance at the cut-off of the related securitization) of commercial mortgage loans originated and securitized by CIBC (exclusive of its services on behalf of CIBX) is in excess of $17.9 billion.  In the calendar year ended December 31, 2012, CIBC originated approximately $230.8 million of commercial mortgage loans and securitized approximately $138.2 million of commercial mortgage loans (in each case exclusive of its services on behalf of CIBX).

The commercial mortgage loans originated or acquired by CIBC are fixed rate loans and include both smaller “conduit” loans and large loans.  CIBC primarily originates loans secured by retail, office, multifamily, hospitality, industrial and self-storage properties, but also can originate loans secured by manufactured housing communities, theaters, land subject to a ground lease and mixed use properties.  CIBC originates loans in the United States and the Commonwealth of Puerto Rico.

As a sponsor, CIBC originates or acquires mortgage loans and, either by itself or together with other sponsors or mortgage loan sellers, intends to initiate their securitization by transferring the mortgage loans to a depositor, which in turn transfers them to the trust for the related securitization.  In coordination with its affiliate, CIBC World Markets Corp., and other underwriters, CIBC works with rating agencies, investors, mortgage loan sellers and servicers in structuring the securitization transactions.  CIBC acts as sponsor, originator or mortgage loan seller in transactions in which other entities act as sponsor and/or mortgage loan seller.  Some of these mortgage loan sellers may be affiliated with underwriters on the transactions.

Neither CIBC nor any of its affiliates acts as master servicer of the commercial mortgage loans in its securitizations.  Instead, CIBC sells the right to be appointed master servicer of its securitized loans to rating-agency approved master servicers.

For a description of certain affiliations, relationships and related transactions between CIBC, as sponsor, and the other transaction parties, see “RISK FACTORS—Risks Related to Conflicts of Interest” in this free writing prospectus.

CIBC’s Underwriting Guidelines and Processes

Overview. Each of the CIBC mortgage loans was originated by CIBC.  Set forth below is a discussion of certain general underwriting guidelines and processes with respect to the mortgage loans originated by CIBC for securitization.

However, given the unique nature of income-producing real properties, variations from these procedures and guidelines may be implemented as a result of various conditions, including a CIBC mortgage loan’s specific terms, the quality or location of the underlying real estate, the mortgaged property’s tenancy profile, the background or financial strength of the borrower or sponsor and any other pertinent information deemed material by CIBC.  

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Therefore, this general description of CIBC’s origination procedures and underwriting guidelines is not intended as a representation that every commercial mortgage loan originated or purchased by it (or on its behalf) complies entirely with all guidelines set forth below.  For important information about the circumstances that have affected the underwriting of particular CIBC mortgage loans, see “—Exceptions to CIBC’s Disclosed Underwriting Guidelines” below and APPENDIX VI to this free writing prospectus.

Loan Analysis. Generally both a credit analysis and a collateral analysis are conducted with respect to each mortgage loan.  The credit analysis of the borrower generally includes a review of third party credit reports and/or judgment, lien, bankruptcy and pending litigation searches, prior experience as an owner and operator of commercial real estate properties and the borrower’s financial capacity.  The collateral analysis generally includes a review of, in each case to the extent available and applicable, the historical property operating statements, rent rolls and certain significant tenant leases.  The credit underwriting also generally includes a review of third party appraisals, as well as environmental reports, engineering assessments and seismic reports, if applicable and obtained.  Generally, the originator also conducts or causes a third party to conduct a site inspection to ascertain the overall quality, functionality and competitiveness of the property, including its neighborhood and market, accessibility and visibility, and to assess the tenancy of the property.  The submarket in which the property is located is assessed to evaluate competitive or comparable properties as well as market trends.

Debt Service Coverage Ratio and Loan-to-Value Ratio. The underwriting includes a calculation of debt service coverage ratio and loan-to-value ratio in connection with the origination of each mortgage loan.  CIBC’s underwriting guidelines generally require, without regard to any other debt, a debt service coverage ratio (calculated for this purpose using a 30-year amortization term) of not less than 1.25x and a loan-to-value ratio of not more than 75%; however, these thresholds are guidelines, and exceptions may be made based on the merits of each individual mortgage loan, such as the types of tenants, reserves, letters of credit, guarantees and CIBC’s assessment of the mortgaged property’s future performance.  The debt service coverage ratio guidelines set forth above are calculated based on underwritten net cash flow at origination.  The debt service coverage ratio for each mortgage loan as reported in this free writing prospectus and APPENDIX I hereto may differ from the amount calculated at the time of origination because updates to the information used to calculate such amounts may have become available during the period between origination and the date of this free writing prospectus.

The debt service coverage ratio will generally be calculated based on the ratio of the underwritten net cash flow from the property in question as determined by CIBC and payments on the loan based on actual (or, in some cases, assumed) principal and/or interest due on the mortgage loan.  However, underwritten net cash flow is often a highly subjective number based on a variety of assumptions regarding, and adjustments to, revenues and expenses with respect to the related real property collateral.  For example, when calculating the debt service coverage ratio for a multifamily or commercial mortgage loan, annual net cash flow that was calculated based on assumptions regarding projected future rental income, expenses and/or occupancy may be utilized.  There is no assurance that the foregoing assumptions made with respect to any prospective multifamily or commercial mortgage loan will, in fact, be consistent with actual property performance.  As described above, for the purpose of determining whether a mortgage loan’s debt service coverage ratio meets CIBC’s underwriting criteria, the debt service coverage ratio is calculated based on a debt service payment using a 30-year amortization term, however if a loan’s debt service coverage ratio is less than 1.25x because its debt service payment is calculated on an amortization schedule less than 30 years but its debt service coverage ratio calculated using a 30-year amortization term is equal to or greater than 1.25x, that loan meets CIBC’s underwriting criteria for debt service coverage ratio.  The loan-to-value ratio, in general, is the ratio, expressed as a percentage, of the then-outstanding principal balance of the mortgage loan divided by the estimated value of the related property based on an appraisal.  In addition, with respect to certain mortgage loans, there may exist subordinate mortgage debt or mezzanine debt. Such mortgage loans will have a lower combined debt service coverage ratio and/or a higher combined loan-to-value ratio when such subordinate or mezzanine debt is taken into account. Additionally, certain mortgage loans may provide for interest only payments prior to maturity, or for an interest-only period during a portion of the term of the mortgage loan.

Additional Debt. Certain mortgage loans may have or permit in the future certain additional subordinate debt, whether secured or unsecured, and/or mezzanine debt.

The debt service coverage ratios described above will be lower based on the inclusion of the payments related to such additional debt and the loan-to-value ratios described above will be higher based on the inclusion of the amount of any such additional subordinate debt and/or mezzanine debt.

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Mortgage Loan Terms. CIBC’s underwriting guidelines generally require that the term of a mortgage loan be not less than five years and not more than ten years.

Escrow Requirements.  CIBC may require borrowers to fund various escrows for taxes, insurance, capital expenses and replacement reserves, which reserves in many instances will be limited to certain capped amounts.  In addition, CIBC may identify certain risks that warrant additional escrows or holdbacks for items such as leasing-related matters, deferred maintenance, environmental remediation or unfunded obligations, which escrows or holdbacks would be released upon satisfaction of the applicable conditions.  Springing escrows may also be structured for identified risks such as specific rollover exposure, to be triggered upon the non-renewal of one or more key tenants.  Escrows are evaluated on a case-by-case basis and are not required for all commercial mortgage loans originated by CIBC.  The typical required escrows for mortgage loans originated by CIBC are as follows:

● Taxes.  An initial deposit and monthly escrow deposits equal to approximately 1/12 of the estimated annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide CIBC with sufficient funds to satisfy all taxes and assessments.  CIBC may not require this escrow in certain circumstances, including, but not limited to, situations where:  (i) the mortgaged property is a single tenant property (or substantially leased to single tenant) and the tenant pays taxes directly (or CIBC may not require the escrow for a portion of the mortgaged property which is leased to a tenant that pays taxes for its portion of the mortgaged property directly); or (ii) any Escrow/Reserve Mitigating Circumstances exist.

● Insurance.  An initial deposit and monthly escrow deposits equal to approximately 1/12 of the estimated annual property insurance premium are required to provide CIBC with sufficient funds to pay all insurance premiums. CIBC may not require this escrow in certain circumstances, including, but not limited to, situations where:  (i) the borrower maintains a blanket insurance policy; (ii) the mortgaged property is a single tenant property (or substantially leased to single tenant) and the tenant maintains the property insurance or self-insures (or may not require the escrow for a portion of the mortgaged property which is leased to a tenant that maintains property insurance for its portion of the mortgaged property or self-insures); (iii) the borrower agrees to escrow and maintain a “static” reserve in the amount equal to the aggregate amount of a fixed number of monthly escrow deposit amounts; or (iv) any Escrow/Reserve Mitigating Circumstances exist.

● 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.  CIBC may not require this escrow in certain circumstances, including, but not limited to, situations where:  (i) the mortgaged property is a single tenant property (or substantially leased to single tenant) and the tenant or another third party is responsible for the repairs and maintenance of the mortgaged property (or may not require the escrow for a portion of the mortgaged property which is leased to a tenant that repairs and maintains its portion of the mortgaged property); or (ii) any Escrow/Reserve Mitigating Circumstances exist.

● Tenant Improvement/Lease Commissions.  A tenant improvement/leasing commission reserve may be required to be funded either at loan origination and/or during the related mortgage loan term and/or springing upon certain tenant events to cover certain anticipated leasing commissions, free rent periods or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants.  CIBC may not require this escrow in certain circumstances, including, but not limited to, situations where:  (i) the mortgaged property is a single tenant property (or substantially leased to single tenant), with a lease that extends beyond the loan term; (ii) the rent for the space in question is considered below market; or (iii) any Escrow/Reserve Mitigating Circumstances exist.

● Deferred Maintenance.  A deferred maintenance reserve may be required to be funded at loan origination in an amount equal to 100% to 125% of the estimated cost of material immediate repairs or replacements identified in the property condition or engineering report.  CIBC may not require this escrow in certain circumstances, including, but not limited to, situations where:  (i) the sponsor of the borrower delivers a guarantee to complete the immediate repairs; (ii) the deferred maintenance items do not materially impact the function, performance or value of the property; (iii) the deferred maintenance cost does not exceed

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$50,000; (iv) a tenant (which may include a ground lease tenant) at the related mortgaged property or other third party is responsible for the repairs; or (v) any Escrow/Reserve Mitigating Circumstances exist.

● Environmental Remediation.  An environmental remediation reserve may be required at loan origination in an amount equal to 100% to 125% of the estimated remediation cost identified in the environmental report.  CIBC may not require this escrow in certain circumstances, including, but not limited to, situations where:  (i) the sponsor of the borrower delivers a guarantee agreeing to complete the remediation; (ii) environmental insurance is in place or obtained; (iii) a third party unrelated to the borrower is identified as the responsible party; or (iv) any Escrow/Reserve Mitigating Circumstances exist.

CIBC may determine that establishing any of the foregoing escrows or reserves is not warranted in one or more of the following instances (collectively, the “Escrow/Reserve Mitigating Circumstances”):  (i) the amounts involved are de minimis, (ii) the ability of the mortgaged property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the subject expense or cost absent creation of an escrow or reserve, (iii) based on the mortgaged property maintaining a specified debt service coverage ratio, (iv) CIBC has structured springing escrows that arise for identified risks, (v) CIBC has an alternative to a cash escrow or reserve, such as a letter of credit or a guarantee from the borrower or an affiliate of the borrower or periodic evidence that the items for which the escrow or reserve would have been established are being paid or addressed, (vi) CIBC believes there are credit positive characteristics of the borrower, the sponsor of the borrower and/or the mortgaged property that would offset the need for the escrow or reserve, (vi) the reserves are being collected and held by a third party, such as a management company, a franchisor, or an association or (vii) 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.

For a description of the escrows collected with respect to the CIBC mortgage loans, please see APPENDIX I to this free writing prospectus.

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

In some cases, a mortgaged property may constitute a legal non-conforming use or structure. In those cases, CIBC 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 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, CIBC may require the borrower to remediate that violation and, subject to the discussion under “—CIBC’s Underwriting Guidelines and Processes—Escrow Requirements” above, to 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.

Title Insurance Policy.  The borrower is required to provide, and CIBC reviews, a title insurance policy for each mortgaged property. The title insurance policy must meet the following requirements:  (a) the policy must be written by a title insurer licensed to do business in the jurisdiction where the mortgaged property is located; (b) the policy must be in an amount equal to the original principal balance of the mortgage loan; (c) the protection and benefits must run to the mortgagee and its successors and assigns; (d) the policy should be written on a standard policy form of the American Land Title Association or equivalent policy promulgated in the jurisdiction where the mortgaged property is located; and (e) the legal description of the mortgaged property in the title policy must conform to that shown on the survey of the mortgaged property, where a survey has been required.

Property Insurance.  Except in certain instances where sole or significant tenants (which may include ground lease tenants) are required to obtain insurance or may self-insure, the borrower is required to provide, and CIBC’s insurance consultant reviews, certificates of required insurance with respect to the mortgaged property.  Such insurance may include:  (1) commercial general liability insurance for bodily injury or death and property damage;

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(2) a fire and extended perils insurance policy providing “special” form coverage including coverage against loss or damage by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion; (3) if applicable, boiler and machinery coverage; (4) if the mortgaged property is located in a flood hazard area, flood insurance; and (5) such other coverage as CIBC may require based on the specific characteristics of the mortgaged property.

Third Party Reports.  In addition to or as part of applicable origination guidelines or reviews described above, in the course of originating the CIBC mortgage loans, CIBC generally considered the results of third party reports as described below.  New reports are generally ordered, although existing reports dated no more than twelve (12) months prior to closing may be used (subject, in certain cases, to updates).

● Appraisals.  Independent appraisals or an update of an independent appraisal will generally be required in connection with the origination of each mortgage loan.  Each appraisal must meet 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.  The appraisal is based on the current use of the mortgaged property and must include an estimate of the then-current market value of the property “as-is” in its then-current condition although in certain cases, CIBC may also obtain a value on an “as-stabilized” basis reflecting leases that have been executed but tenants have not commenced paying rent or on an “as-completed” basis reflecting completion of capital improvements that are being undertaken at the mortgaged property.  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.  CIBC then determines the loan-to-value ratio of the mortgage loan in each case based on the value set forth in the appraisal.

● Environmental Assessment.  In most cases, a Phase I environmental site assessment (“ESA”) will be required with respect to the real property collateral for each mortgage loan.  However, when circumstances warrant, an update of a prior environmental assessment, a transaction screen or a desktop review may be utilized.  Furthermore, an ESA 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 ESA, additional environmental testing, such as a Phase II environmental assessment with respect to the subject real property collateral may be required.  In cases in which the ESA identifies conditions that would require cleanup, remedial action or any other response, CIBC either (i) determines that another party with sufficient assets is responsible for taking remedial actions directed by an applicable regulatory authority or (ii) requires the borrower to do one of the following:  (A) carry out satisfactory remediation activities or other responses prior to the origination of the mortgage loan, (B) establish an operations and maintenance plan, (C) place sufficient funds in escrow or establish a letter of credit at the time of origination of the mortgage loan to complete such remediation within a specified period of time, (D) obtain an environmental insurance policy for the mortgaged property, (E) provide or obtain an indemnity agreement or a guaranty with respect to such condition or circumstance or (F) receive appropriate assurances that significant remediation activities or other significant responses are not necessary or required.

Certain of the mortgage loans may also have environmental insurance policies. See “RISK FACTORS—Risks Related to the Mortgage Loans—Environmental Risks Relating to Specific Mortgaged Properties May Adversely Affect Payments on Your Certificates” above.

● 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 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.  In cases in which the engineering assessment identifies material repairs or replacements needed immediately, CIBC generally requires the borrower to carry out such repairs or replacements prior to the origination of the mortgage loan, or, in many cases, requires the borrower to place sufficient funds in escrow at the time of origination of the mortgage loan to complete such repairs or replacements within not more than twelve months.  In certain instances, CIBC may waive such escrows but require the related borrower to complete such repairs within a stated period of time in the related mortgage loan documents.

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● Seismic Report. Generally, a seismic report is required for all properties located in seismic zone 3 or 4.

Notwithstanding the foregoing, engineering inspections and seismic reports may 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.

Notwithstanding the foregoing discussion under this caption “—CIBC’s Underwriting Guidelines and Processes”, one or more of the mortgage loans contributed to this securitization by CIBC may vary from, or may not comply with, CIBC’s underwriting guidelines described above.  In addition, in the case of one or more of the mortgage loans contributed to this securitization by CIBC, CIBC may not have strictly applied these underwriting guidelines as the result of a case-by-case permitted exception based upon other compensating or mitigating factors.

Exceptions to CIBC’s Disclosed Underwriting Guidelines.

The mortgage loans that CIBC is selling to the Depositor were originated in accordance with the underwriting standards set forth above.

Review of CIBC Mortgage Loans

General.  In connection with the preparation of this free writing prospectus, CIBC conducted a review of the mortgage loans that it is selling to the depositor designed and effected to provide reasonable assurance that the disclosure related to the CIBC mortgage loans is accurate in all material respects. The review of the CIBC mortgage loans was performed by a deal team comprised of real estate and securitization professionals who are employees of one or more of CIBC’s affiliates (including CIBC), or, in certain circumstances, are consultants engaged by CIBC (the “CIBC Deal Team”). CIBC determined the nature, extent and timing of the review and the level of assistance provided by any third party.. CIBC has ultimate authority and control over, and assumes all responsibility for and attributes to itself, the review and the findings and conclusions of the review of the mortgage loans that it is selling to the depositor. The review procedures described below were employed with respect to all of the CIBC mortgage loans, except that certain review procedures were only relevant to the large loan disclosures in this free writing prospectus, as further described below. No sampling procedures were used in the review process.

Database.  To prepare for securitization, members of the CIBC Deal Team updated its internal origination database of loan-level and property-level information relating to each CIBC mortgage loan.  The database was compiled from, among other sources, the related mortgage loan documents, third party appraisals (as well as environmental reports, engineering assessments and seismic reports, if applicable and obtained), zoning reports, if applicable, evidence of insurance coverage or summaries of the same prepared by an outside insurance consultant, borrower-supplied information (including, but not limited to, rent rolls, leases, operating statements and budgets) and information collected by CIBC during the underwriting process.  After origination or acquisition of each CIBC mortgage loan, the CIBC Deal Team updated the information in the database with respect to such CIBC mortgage loan based on updates provided by the related 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 CIBC Deal Team.

CIBC created a data file (the “CIBC Data File”) containing detailed information regarding each CIBC mortgage loan from the information in the database referred to in the prior paragraph.  The CIBC Data File was used by the CIBC Deal Team to provide the numerical information regarding the CIBC mortgage loans in this free writing prospectus.

Data Comparison and Recalculation.  Bank of America and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of CIBC, engaged a third party accounting firm to perform certain data comparison and recalculation procedures, which were designed by CIBC, relating to CIBC mortgage loan information in this free writing prospectus.  These procedures included:

● comparing the information in the CIBC Data File against various source documents provided by CIBC;

● comparing numerical information regarding the CIBC mortgage loans and the related mortgaged properties disclosed in this free writing prospectus against the information contained in the CIBC Data File; and

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● recalculating certain percentages, ratios and other formulae relating to the CIBC mortgage loans disclosed in this free writing prospectus.

Legal Review.  CIBC engaged various law firms to conduct certain legal reviews of the CIBC mortgage loans for disclosure in this free writing prospectus.  In anticipation of the securitization of each CIBC mortgage loan, origination counsel assisted in completion of certain due diligence questionnaires designed to identify certain material deviations from mortgage loan disclosures in this free writing prospectus. In addition, origination counsel for each CIBC mortgage loan reviewed CIBC’s representations and warranties set forth on APPENDIX V to this free writing prospectus and, if applicable, identified exceptions to those representations and warranties.

Securitization counsel was also engaged to assist in the review of the CIBC mortgage loans.  Such assistance included, among other things, (i) a review of sections of the loan agreement relating to certain CIBC mortgage loans marked against the standard form document, and (ii) a review of due diligence questionnaires completed by the CIBC Deal Team and origination counsel.  Securitization counsel also reviewed the property release provisions, if any, for each CIBC mortgage loan with multiple mortgaged properties for compliance with the REMIC provisions.

Origination counsel and securitization counsel also assisted in the preparation of the risk factors and mortgage loan summaries set forth in APPENDIX III to this free writing prospectus, based on their respective reviews of pertinent sections of the related mortgage loan documents.

Certain Updates.  On a case-by-case basis as deemed necessary by CIBC, with respect to any pending litigation that existed at the origination of any CIBC mortgage loan that is material and not covered by insurance, CIBC requested updates from the related borrower, origination counsel and/or borrower’s litigation counsel.  CIBC confirmed with the related servicer that there has not been recent material casualty to any improvements located on real property that serves as collateral for CIBC mortgage loans.  In addition, if CIBC became aware of a significant natural disaster in the immediate vicinity of any mortgaged property securing a CIBC mortgage loan, CIBC obtained information on the status of the mortgaged property from the related borrower to confirm no material damage to the mortgaged property.

Underwriting Standards.  The CIBC Deal Team also consulted with CIBC personnel responsible for the origination of the CIBC mortgage loans to confirm that the CIBC mortgage loans were originated or acquired in compliance with the origination and underwriting criteria described above under “—CIBC’s Underwriting Guidelines and Processes”, as well as to identify any material deviations from those origination and underwriting criteria.  See “—Exceptions to CIBC’s Disclosed Underwriting Guidelines” above in this free writing prospectus.

Findings and Conclusions.  CIBC found and concluded with reasonable assurance that the disclosure regarding the CIBC mortgage loans in this free writing prospectus is accurate in all material respects. CIBC also found and concluded with reasonable assurance that the CIBC mortgage loans were originated in accordance with CIBC’s origination procedures and underwriting standards, except to the extent described above under “—Exceptions to CIBC’s Disclosed Underwriting Guidelines”.

Repurchases and Replacements

CIBC’s most recently filed Form ABS-15G was filed with the SEC on May 10, 2013 and covers the period from and including January 1, 2013 to and including March 31, 2013.  CIBC’s CIK number is 0001548567.  With respect to the period from and including January 1, 2011 to and including March 31, 2013, the following table provides information required by Rule 15Ga-1 regarding repurchase or replacement requests in connection with breaches of representations and warranties made by CIBC as a sponsor of commercial mortgage securitizations.

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Repurchases and Replacements Asset Class:  Commercial Mortgages
Name of Issuing Entity	Check if  Registered	Name of Originator	Total Assets in ABS by Originator			Assets That Were Subject of Demand1			Assets That Were Repurchased or Replaced1			Assets Pending Repurchase or Replacement (within cure period)1			Demand in Dispute1			Demand Withdrawn1			Demand Rejected1
			#	$	% of principal balance	#	$	% of principal balance	#	$	% of principal balance	#	$	% of principal balance	#	$	% of principal balance	#	$	% of principal balance	#	$	% of principal balance
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)	(l)	(m)	(n)	(o)	(p)	(q)	(r)	(s)	(t)	(u)	(v)	(w)	(x)
J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2002-C3 (CIK # 0001209655)	X	CIBC Inc.	26	255,720,442	100	1	10,718,582	4.47	0	0	0.00	0	0	0.00	1	10,718,582	4.47	0	0	0.00	0	0	0.002
J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-CIBC12 (CIK # 0001332776)	X	CIBC Inc.	84	904,788,208	100	1	3,684,724	0.69	0	0	0.00	0	0	0.00	0	0	0.00	1	3,684,724	0.69	0	0	0.002
J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-CIBC19 (CIK # 0001399797)	X	CIBC Inc.	116	1,464,514,801	100	1	9,480,525	0.833	0	0	0.00	0	0	0.00	0	0	0.00	0	0	0.00	1	9,480,525	0.833

1. The repurchase activity included herein as assets subject to demand (columns g/h/i) includes new demands received during the reporting period, if any, and demands received in prior reporting periods.  Each asset included as an asset subject to demand (columns g/h/i) is also categorized and included as an asset pending repurchase or replacement within the cure period (columns m/n/o) or as a demand in dispute (columns p/q/r), as applicable, until the earlier of the reporting of (i) the repurchase or replacement of such asset (columns j/k/l), (ii) the withdrawal of such demand (columns s/t/u) or (iii) the rejection of such demand (columns v/w/x), as applicable.

The repurchase activity reported herein is described in terms of a particular loan’s status as of the end of the reporting period (for columns g-x).  The principal balances presented and used for calculations of percentages presented are principal balances as reported on trustee’s reports and servicer’s reports.  The principal balances on those reports may reflect reductions based on the principal portion of any servicer advances that may have been made with respect to the related loan(s).

2. The asset subject to the repurchase request was liquidated during, or prior to, the reporting period.  For each asset that was paid off or liquidated during, or prior to, the reporting period, the outstanding principal balance is calculated as of the time of payoff or liquidation, and the percentage of principal balance is calculated by dividing the outstanding principal balance by the total CIBC pool balance as of the immediately preceding trustee’s report.

3. At the conclusion of the trial based on the claim for repurchase, the jury returned a verdict in favor of CIBC Inc. and the United States District Court, Southern District of New York ordered the related complaint dismissed in the related Judgment dated May 31, 2012.

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The Depositor

Banc of America Merrill Lynch Commercial Mortgage Inc. (the “Depositor”), is a Delaware corporation and was organized on December 13, 1995 for the limited purpose of acquiring, owning and transferring mortgage assets and selling interests in the mortgage assets or bonds secured by the mortgage assets.  The Depositor was originally incorporated in the State of Delaware on December 13, 1995 under the name “NationsLink Funding Corporation” and filed Certificates of Amendment to its Certificate of Incorporation changing its name to “Banc of America Commercial Mortgage Inc.” on August 24, 2000 and further changing its name to “Banc of America Merrill Lynch Commercial Mortgage Inc.” on July 1, 2010.  The Depositor is a subsidiary of Bank of America, National Association.  The Depositor maintains its principal office at Bank of America Tower, One Bryant Park, New York, New York 10036.  The Depositor’s telephone number is (980) 388-7451.

The depositor will have minimal ongoing duties with respect to the Offered Certificates and the mortgage loans. These duties will include, without limitation, (i) appointing a successor trustee or custodian in the event of the resignation or removal of the trustee or custodian, as applicable, (ii) providing information in its possession with respect to the Certificates to the certificate administrator to the extent necessary to perform REMIC tax administration and preparing disclosure required under the Exchange Act, (iii) indemnifying the trustee, the custodian, the certificate administrator and the issuing entity for any liability, assessment or costs arising from the depositor’s bad faith, negligence or malfeasance in providing such information, (iv) indemnifying the trustee, the custodian and the certificate administrator against certain securities laws liabilities and (v) signing any distribution report on Form 10-D, current report on Form 8-K or annual report on Form 10-K, including the required certification therein under the Sarbanes- Oxley Act, required to be filed by the issuing entity and reviewing filings pursuant to the Exchange Act prepared by the certificate administrator on behalf of the issuing entity. The depositor is also required under the Underwriting Agreement to indemnify the underwriters for, or to contribute to losses in respect of, certain securities law liabilities.

See “THE DEPOSITOR” in the attached prospectus.

The Issuing Entity

The issuing entity with respect to the Offered Certificates will be Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 (the “Issuing Entity”).  The Issuing Entity will be a New York common law trust that will be formed on 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 other activities described in this free writing prospectus. 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 the trustee may make Advances of delinquent monthly debt service payments and Servicing Advances to the Issuing Entity, but only to the extent the advancing party deems such Advances to be recoverable from the related mortgage loan; such Advances are intended to provide liquidity, rather than credit support. The Pooling and Servicing Agreement may be amended as described under “DESCRIPTION OF THE OFFERED CERTIFICATES—Amendments to the Pooling and Servicing Agreement” in this free writing prospectus.  The Issuing Entity administers the mortgage loans through the trustee, the certificate administrator, the custodian, the master servicer, the trust advisor and the special servicer. A discussion of the duties of the trustee, the certificate administrator, the custodian, the master servicer, the trust advisor and the special servicer, including any discretionary activities performed by each of them, is set forth in this free writing prospectus under “TRANSACTION PARTIES,” “—The Certificate Administrator and Custodian,” “—The Master Servicer,” “—The Trust Advisor,” “—The Special Servicer” and “SERVICING OF THE MORTGAGE LOANS.”

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

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present liabilities, but has potential liability relating to ownership of the mortgage loans and any REO Properties, and the other activities described in this free writing prospectus, and indemnity obligations to the trustee, the certificate administrator, the custodian, the master servicer, the trust advisor and the special servicer. The fiscal year of the Issuing Entity is the calendar year. The Issuing Entity has no executive officers or board of directors and acts through the depositor, the trustee, the certificate administrator, the custodian, the master servicer, the trust advisor 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 free writing prospectus under “DESCRIPTION OF THE MORTGAGE POOL—Sale of the Mortgage Loans” and “—Representations and Warranties.”

Since the Issuing Entity is a common law trust, it may not be eligible for relief under the federal bankruptcy laws, unless it can be characterized as a “business trust” for purposes of the federal bankruptcy laws. Bankruptcy courts look at various considerations in making this determination, so it is not possible to predict with any certainty whether or not the Issuing Entity would be characterized as a “business trust.”

The depositor has been formed for the purpose of acting as a depositor in asset backed securities transactions. In connection with the sale of the mortgage loans from each mortgage loan seller to the depositor and from the depositor to the Issuing Entity, certain legal opinions are required. To the extent relating to an entity subject to Title 11 of the United States Code (the “Bankruptcy Code”), those opinions are generally to the effect that:

(1)       if such mortgage loan seller were to become a debtor in a properly presented case under the Bankruptcy Code, a federal bankruptcy court would determine that (a) a transfer of the mortgage loans by the related mortgage loan seller to the depositor (including collection thereon) in the form and manner set forth in the related mortgage loan purchase agreement would constitute a true sale or absolute transfer of such mortgage loans (including the collections thereon), rather than a borrowing by the related mortgage loan seller from the depositor secured by those mortgage loans, so that those mortgage loans (including the collections thereon) would not be property of the estate of the related mortgage loan seller under Section 541(a) of the Bankruptcy Code, and thus (b) the depositor’s rights to the related mortgage loans (including the collections thereon) would not be impaired by the operation of Section 362(a) of the Bankruptcy Code; and

(2)      if the depositor were to become a debtor in a properly presented case under the Bankruptcy Code, a federal bankruptcy court would determine that (a) a transfer of the related mortgage loans by the depositor to the Issuing Entity (including the collections thereon) in the form and manner set forth in the Pooling and Servicing Agreement would constitute a true sale or absolute transfer of those mortgage loans (including the collections thereon), rather than a borrowing by the depositor from the Issuing Entity secured by those mortgage loans, so that those mortgage loans (including the collections thereon) would not be property of the estate of the depositor under Section 541(a) of the Bankruptcy Code, and thus (b) the Issuing Entity’s rights to the related mortgage loans (including the collections thereon) would not be impaired by the operation of Section 362(a) of the Bankruptcy Code.

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 transfer of the underlying 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 sale of the underlying mortgage loans will not be recharacterized as a pledge, with the result that the 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 Offered Certificates—The Mortgage Loan Sellers, the Sponsors and the Depositor Are Subject to Bankruptcy or Insolvency Laws That May Affect the Issuing Entity’s Ownership of the Mortgage Loans.”

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The Trustee

Deutsche Bank Trust Company Americas (“DBTCA”) will act as trustee on behalf of the Certificateholders pursuant to the Pooling and Servicing Agreement (the “Trustee”).  DBTCA is a New York banking corporation existing under the laws of the United States. DBTCA and its affiliates have provided corporate trust services since 1991.  In 2011-2013, DBTCA and its affiliate, Deutsche Bank National Trust Company, have been appointed to act as trustee or certificate administrator on fifty-four (54) commercial mortgage-backed securities transactions having an aggregate principal balance of approximately $48.5 billion.  DBTCA maintains a corporate trust office at 1761 East St. Andrew Place, Santa Ana, California 92705-4934, Attention:  Trust Administration-MS1311, and its telephone number is (714) 247-6000.

The depositor, the master servicer, the special servicer, the certificate administrator, the trust advisor, the Sponsors, the Mortgage Loan Sellers and the originators may maintain banking and other commercial relationships with DBTCA and its affiliates.  In its capacity as trustee on commercial mortgage securitizations, DBTCA and its affiliates are generally required to make an advance if the related servicer or special servicer fails to make a required advance.  In the past three years, DBTCA and its affiliates have not been required to make an advance on a commercial mortgage-backed securities transaction.

To the best of its knowledge, DBTCA has no pending legal proceedings that would materially affect its ability to perform its duties as Trustee on behalf of the Certificateholders.

The information set forth in this subheading “—The Trustee” concerning DBTCA and its affiliates has been provided by DBTCA.

The Certificate Administrator and Custodian

Wells Fargo Bank, National Association (“Wells Fargo Bank”) will act as certificate administrator and custodian 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 $1.4 trillion  in assets and 265,000 employees as of December 31, 2012, 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 trust advisor, and the mortgage loan sellers 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.

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

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.  As certificate administrator, Wells Fargo Bank is responsible 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, 2012, Wells Fargo Bank was acting as securities administrator with respect to more than $274 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.  In that capacity, Wells Fargo Bank is responsible to hold and safeguard the mortgage notes and other

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contents of the mortgage files on behalf of the Trustee and 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, 2012, Wells Fargo Bank was acting as custodian of more than 61,000 commercial mortgage loan files.

The assessment of compliance with applicable servicing criteria for the twelve months ended December 31, 2012 (the “Period”), furnished pursuant to Item 1122 of Regulation AB by the Corporate Trust Services division of Wells Fargo Bank (the “2012 Wells Assessment”) for its platform, 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, with respect to certain RMBS transactions in its platform, there were (i) payment errors that occurred during the Period that, when considered in the aggregate, led to Wells Fargo’s determination that there was a material instance of noncompliance for its platform with respect to Item 1122(d)(3)(i)(B) of Regulation AB (“Payment Errors”), and (ii) reporting errors that occurred during the Period that, when considered in the aggregate, led to Wells Fargo’s determination that there was a material instance of noncompliance for its platform with respect to Item 1122(d)(3)(ii) of Regulation AB (“Reporting Errors”).

The 2012 Wells Assessment discloses that the identified Payment Errors and Reporting Errors that contributed to Management’s determination that there were material instances of noncompliance for the Platform were limited to certain RMBS transactions in the Platform.  There were no identified payment errors or reporting errors for CMBS transactions like the transaction described in this free writing prospectus that contributed to Management’s determination that there were material instances of noncompliance for the Platform.

The 2012 Wells Assessment further discloses that the identified Payment Errors and Reporting Errors on such RMBS transactions were attributable to certain failures in processes relating to waterfall calculations and reporting that, although adapted over time, still insufficiently addressed the impact of the unprecedented levels of collateral degradation in RMBS transactions on the calculation of principal and interest payments and losses and associated investor reporting.

The 2012 Wells Assessment also discloses that (i) appropriate actions have been taken or are in the process of being taken to remediate the identified Payment Errors and Reporting Errors, and (ii) adjustments have been or will be made to the waterfall calculations and other operational processes and quality control measures applied to the RMBS transactions in Wells Fargo’s platform to minimize the risk of future payment and reporting errors.

The 2012 Wells Assessment was attached to Form 10-K filings for certain transactions in Wells Fargo’s platform that were subject to the reporting requirements of the Securities Exchange Act of 1934.

The information set forth in this subheading “—The Certificate Administrator and Custodian” concerning Wells Fargo Bank has been provided by Wells Fargo Bank.

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The Trust Advisor

Situs Holdings, LLC (“Situs Holdings”) will act as the trust advisor under the Pooling and Servicing Agreement. See “SERVICING OF THE MORTGAGE LOANS—The Trust Advisor” in this free writing prospectus.

The principal executive offices of Situs Holdings are located at 4665 Southwest Freeway, Houston, Texas 77027.  Situs Holdings has a special servicer rating of “CSS2” from Fitch, MOR CS2/Stable from Morningstar and is on S&P’s Select Servicer list as a United States Commercial Mortgage Special Servicer ranked “Average.”  Situs Holdings is approved by Moody’s as a special servicer for CMBS transactions.  The primary special servicing operations of Situs Holdings are located in San Francisco, California.  As of July 2013, Situs Holdings directly managed 120 CMBS specially-serviced assets with an aggregate unpaid principal balance (“UPB”) of approximately $1.73 billion and 358 non-performing whole loans with an aggregate UPB of approximately $1.5 billion.  Situs Holdings is the named special servicer on 14 CMBS transactions with an aggregate UPB of approximately $21 billion.  Situs Holdings is the named operating advisor for eleven CMBS transactions an aggregate UPB of approximately $13.5 billion.

In October 2011, Helios AMC, LLC acquired The Situs Companies LLC including its rated primary servicing subsidiary, Situs Asset Management LLC (“SAM”). Shortly thereafter, the name of Helios AMC, LLC was changed to Situs Holdings, LLC.  SAM has a primary servicer rating of “CPS3+” from Fitch, MOR CS2/Stable from Morningstar and SAM is on S&P’s Select Servicer list as a United States Commercial Mortgage Primary Servicer ranked “Above Average.”  As of June, 2013, SAM was the primary servicer for 995 loans with an approximate aggregate UPB of $10.02 billion.  Situs Serv L.P., an affiliate of SAM, was appointed the operating advisor for the first TALF securitization, DDR I Depositor LLC Trust 2009, a CMBS securitization with an approximate UPB of $400 million.

Unless otherwise noted, all the statistical information contained in this description is a composite of Situs Holdings and SAM and its affiliates (“Situs”). Situs is involved in the commercial real estate advisory business and engages principally in:

● Real estate consulting

● Primary Servicing

● CMBS Special Servicing

● Asset Management

● Due Diligence and Underwriting

Since 1985, Situs has provided commercial real estate advisory, due diligence and business solutions to the lending and real estate industries. Situs has major offices located across the United States in San Francisco, New York and Houston as well as offices in London, Copenhagen and Frankfurt.  Situs provides services to financial institutions, investors and servicers as well as to agencies of the United States government.

Situs has detailed policies and operating procedures to maintain compliance with its servicing obligations and the servicing standard under the applicable servicing agreements, including procedures for managing delinquent and special serviced loans and trust/operating advisor responsibilities.  Policies and procedures are reviewed annually and centrally managed.  Furthermore, Situs’ business continuity plan is reviewed annually.

No securitization transaction involving commercial mortgage loans in which Situs was acting as primary servicer, master servicer, special servicer or trust/operating advisor has experienced an event of default as a result of any action or inaction of Situs as primary servicer, master servicer, special servicer or trust/operating advisor, as applicable, or as a result all advances required to be made by it under the servicing agreements on the commercial mortgage loans serviced by Situs in securitization transactions.

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From time to time Situs Holdings may be a party to lawsuits and other legal proceedings as part of its servicing duties in other transactions (e.g., enforcement of loan obligations) and/or 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 Situs Holdings or of which any of its property is the subject, that would have a material adverse effect on Situs Holdings’ business or its ability to serve as trust advisor under the Pooling and Servicing Agreement or that is material to the holders of the Certificates.

Situs Holdings is not an affiliate of the depositor, the sponsors, the underwriters, the issuing entity, the master servicer, the special servicer, the certificate administrator, the trustee or any originator.

In addition, Bank of America, National Association, as mortgage loan seller, delegated certain portions of its underwriting and origination functions to an affiliate of Situs Holdings, LLC, including with respect to certain mortgage loans in the Mortgage Pool, pursuant to a program of agreed upon underwriting procedures, including the preparation of analyses required by such procedures, subject to the oversight and ultimate review and approval by Bank of America, National Association.

The information set forth in this subheading “—The Trust Advisor” concerning Situs has been provided by Situs Holdings.

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The Master Servicer

Wells Fargo Bank will act as the master servicer for all of the Mortgage Loans to be deposited into the Trust Fund (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 is also the certificate administrator and the custodian.  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 Bank.  Like Wells Fargo Bank, Wachovia acted as master servicer of securitized commercial and multifamily mortgage loans and, following the merger of the holding companies, Wells Fargo Bank and Wachovia integrated their two servicing platforms under a senior management team that is a combination of both legacy Wells Fargo Bank managers and legacy Wachovia managers.

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

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

Commercial and Multifamily Mortgage Loans	As of 12/31/2010	As of 12/31/2011	As of 12/31/12	As of 6/30/2013
By Approximate Number:	39,125	38,132	35,189	33,829
By Approximate Aggregate Unpaid Principal Balance (in billions):	$451.09	$437.68	$428.52	429.05

Within this portfolio, as of June 30, 2013, are approximately 24,107 commercial and multifamily mortgage loans with an unpaid principal balance of approximately $352.6 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 June 30, 2013, 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 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).

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Period	Approximate Securitized Master-Serviced Portfolio (UPB)*	Approximate Outstanding Advances (P&I and PPA)*	Approximate Outstanding Advances as % of UPB
Calendar Year 2010	$        350,208,413,696	$        1,560,768,558	0.45%
Calendar Year 2011	$        340,642,112,537	$        1,880,456,070	0.55%
Calendar Year 2012	$        331,765,453,800	$        2,133,375,220	0.64%
YTD Q2 2013	$        342,725,226,769	$        2,271,943,829	0.66%

* “UPB” means unpaid principal balance, “P&I” means principal and interest advances and “PPA” means property protection advances.

Wells Fargo has acted as a special servicer of securitized commercial and multifamily mortgage loans in excess of five years.  Wells Fargo’s special servicing system includes McCracken Financial Solutions Corp.’s Strategy CS software.

The table below sets forth information about Wells Fargo’s portfolio of specially serviced commercial and multifamily mortgage loans as of the dates indicated:

CMBS Pools	As of 12/31/2010	As of 12/31/2011	As of 12/31/2012	As of 6/30/2013
By Approximate Number	56	59	69	84
Named Specially Serviced Portfolio By Approximate Aggregate Unpaid Principal Balance (in billions)(1)	$22.6	$31.6	$40.2	54.1
Actively Specially Serviced Portfolio By Approximate Aggregate Unpaid Principal Balance(2)	$1,081,410,457	$2,971,462,061	$2,256,422,115	1,989,688,709

(1) Includes all loans in Wells Fargo’s portfolio for which Wells Fargo is the named special servicer, regardless of whether such loans are, as of the specified date, specially-serviced loans.

(2) Includes only those loans in the portfolio that, as of the specified date, are specially-serviced loans.

The properties securing loans in Wells Fargo’s special servicing portfolio may include retail, office, multifamily, industrial, hospitality and other types of income-producing property. As a result, such properties, depending on their location and/or other specific circumstances, may compete with the Mortgaged Properties for tenants, purchasers, financing and so forth.

Wells Fargo has developed strategies and procedures as special servicer for working with borrowers on problem loans (caused by delinquencies, bankruptcies or other breaches of the underlying loan documents) to maximize the value from the assets for the benefit of certificate holders. Wells Fargo’s strategies and procedures vary on a case by case basis, and include, but are not limited to, liquidation of the underlying collateral, note sales, discounted payoffs, and borrower negotiation or workout in accordance with the applicable servicing standard, the underlying loan documents and applicable law, rule and regulation.

Wells Fargo is rated by Fitch, S&P and Morningstar as a primary servicer, a master servicer and a special servicer of commercial mortgage loans.  Wells Fargo’s servicer ratings by each of these agencies are outlined below:

	Fitch	S&P	Morningstar
Primary Servicer:	CPS1-	Above Average	MOR CS2
Master Servicer:	CMS1-	Above Average	MOR CS2
Special Servicer	CSS2-	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.

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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 with its internal procedures and applicable law.  Wells Fargo has entered into contracts with third-party vendors for the following functions:

● provision of Strategy and Strategy CS software;

● tracking and reporting of flood zone changes;

● abstracting of leasing consent requirements contained in loan documents;

● legal representation;

● assembly of data regarding buyer and seller (borrower) with respect to proposed loan assumptions and preparation of loan assumption package for review by Wells Fargo;

● performance of property inspections;

● performance of tax parcel searches based on property legal description, monitoring and reporting of delinquent taxes, and collection and payment of taxes; and

● Uniform Commercial Code searches and filings.

Wells Fargo may also enter into agreements with certain firms to act as a primary servicer and to provide cashiering or non-cashiering sub-servicing on the Mortgage Loans.  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 free writing prospectus.  On the day any amount is to be disbursed by Wells Fargo, that amount is transferred to a common disbursement account prior to disbursement.

Wells Fargo (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 Securities and Exchange Commission as required under the Securities Exchange Act of 1934, as amended. Such reports include information regarding Wells Fargo and may be obtained at the website maintained by the Securities and Exchange Commission at www.sec.gov.

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There are no legal proceedings pending against Wells Fargo, or to which any property of Wells Fargo is subject, that are material to the Certificate holders, nor does Wells Fargo have actual knowledge of any proceedings of this type contemplated by governmental authorities.

Pursuant to an interim servicing agreement between Wells Fargo and MSMCH or certain of its affiliates, Wells Fargo acts as interim servicer with respect to certain mortgage loans owned by Morgan Stanley or those affiliates from time to time, including, prior to their inclusion in the Issuing Entity, certain of the mortgage loans to be contributed by MSMCH to this securitization.

The information set forth in this subheading “—The Master Servicer” concerning Wells Fargo has been provided by Wells Fargo.

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The Special Servicer

Midland Loan Services, a Division of PNC Bank, National Association, a national banking association (“Midland”), will act as the special servicer (the “Special Servicer”) and in such capacity will initially be responsible for the servicing and administration of the Specially Serviced Mortgage Loans and REO Properties (other than REO Properties relating to Non-Serviced Mortgage Loans) and performing certain reviews of material actions with respect to the mortgage loans (other than any Non-Serviced Mortgage Loans) when such mortgage loans are not Specially Serviced Mortgage Loans, in each case 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 (“CMBS”) by Standard & Poor’s Ratings Services, Moody’s, Fitch and Morningstar Credit Ratings, LLC (“Morningstar”). Midland has received the highest rankings as a master, primary and special servicer of real estate assets under U.S. CMBS transactions from Standard & Poor’s Ratings Services, 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 specially serviced loans. The policies and procedures are reviewed annually and centrally managed. Furthermore Midland’s disaster recovery plan is reviewed annually.

Midland will not have primary responsibility for custody services of original documents evidencing the underlying 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 event of default 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, 2013, Midland was servicing approximately 33,011 commercial and multifamily mortgage loans with a principal balance of approximately $290 billion. The collateral for such loans is located in all 50 states, the District of Columbia, Puerto Rico, Guam and Canada. Approximately 11,398 of such loans, with a total principal balance of approximately $125 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

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31, 2013, Midland was named the special servicer in approximately 150 commercial mortgage-backed securities transactions with an aggregate outstanding principal balance of approximately $90 billion. With respect to such transactions as of such date, Midland was administering approximately 151 assets with an outstanding principal balance of approximately $1.1 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 2010 to 2012.

	Calendar Year-End (Approximate amounts in billions)
Portfolio Size – Master/Primary	2010	2011	2012
CMBS	$  136	$  130	$  115
Other	$  133	$  137	$  167
Total	$ 269	$ 267	$ 282

Midland has acted as a special servicer for commercial and multifamily mortgage loans in CMBS transactions since 1992. The table below contains information on the size of the portfolio of specially serviced commercial and multifamily mortgage loans and REO Properties that have been referred to Midland as special servicer in CMBS transactions from 2010 to 2012.

	Calendar Year-End (Approximate amounts in billions)
Portfolio Size – CMBS Special Servicing	2010	2011	2012
Total	$    63	$    75	$     82

Midland may enter into one or more arrangements with the directing holder, holders of controlling class certificates, holders of certain subordinate companion loans (including holders of trust subordinate companion loans) 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 (or continuance) as special servicer under the Pooling and Servicing Agreement, any related co-lender agreement and the limitations on such person’s right to remove the special servicer.

Midland, the Special Servicer, is an affiliate of BlackRock Financial Management, Inc.  BlackRock Financial Management, Inc., on behalf of one or more managed funds or accounts, is expected to be the initial controlling class representative.

Midland, which is expected to act as the special servicer, assisted BlackRock Financial Management, Inc. with due diligence relating to the mortgage loans to be included in the mortgage pool.

The information set forth in this subheading “—The Special Servicer” concerning Midland has been provided by Midland.

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Affiliations and Certain Relationships

The depositor is an affiliate of Bank of America, National Association, a mortgage loan seller, an originator and sponsor, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, one of the underwriters.  Morgan Stanley Mortgage Capital Holdings LLC, a mortgage loan seller, an originator and a sponsor, is an affiliate of Morgan Stanley & Co. LLC, one of the underwriters.  CIBC Inc., a mortgage loan seller, an originator and a sponsor, is an affiliate of CIBC World Markets Corp., one of the underwriters.

Wells Fargo Bank, National Association, the master servicer, is also the certificate administrator, certificate registrar and the custodian.  The master servicer will enter into one or more agreements with the mortgage loan sellers to purchase the servicing rights to related mortgage loans and/or the right to be appointed as the master servicer or primary servicer, as the case may be, with respect to such mortgage loans.

In addition, Bank of America, National Association, as mortgage loan seller, delegated certain portions of its underwriting and origination functions to an affiliate of Situs Holdings, LLC, including with respect to certain mortgage loans in the mortgage pool, pursuant to a program of agreed upon underwriting procedures, including the preparation of analyses required by such procedures, subject to the oversight and ultimate review and approval by Bank of America, National Association.

With respect to the mortgage loans secured by the mortgaged property identified on APPENDIX I to this free writing prospectus as Westfield Countryside and Marriott Chicago River North Hotel, representing approximately 11.7% and 6.4%, respectively, of the initial pool balance, Morgan Stanley Mortgage Capital Holdings LLC and Bank of America, National Association, respectively, will, as of the closing date, hold the related serviced companion loan.

Bank of America, National Association is a party to a custodial agreement with Wells Fargo Bank, National Association (the master servicer, certificate administrator and custodian for this transaction), pursuant to which Wells Fargo Bank, National Association acts as interim custodian with respect to the mortgage loan files for the mortgage loans Bank of America, National Association is selling to the depositor for this securitization.

CIBC Inc. is a party to a custodial agreement with Wells Fargo Bank, National Association (the master servicer, certificate administrator and custodian for this transaction), pursuant to which Wells Fargo Bank, National Association acts as interim custodian with respect to the mortgage loan files for the mortgage loans CIBC Inc. is selling to the depositor for this securitization.

Pursuant to an interim servicing agreement between Morgan Stanley Mortgage Capital Holdings LLC and certain of its affiliates, on the one hand, and Wells Fargo Bank, National Association, on the other hand, Wells Fargo Bank, National Association acts as interim servicer with respect to certain of the mortgage loans owned from time to time by Morgan Stanley Mortgage Capital Holdings LLC and those affiliates thereof, including, prior to their inclusion in the issuing entity, six (6) of the mortgage loans to be contributed to this securitization by Morgan Stanley Mortgage Capital Holdings LLC, representing approximately 28.1% of the initial pool balance.

Midland, the special servicer, is an affiliate of BlackRock Financial Management, Inc.  BlackRock Financial Management, Inc., on behalf of one or more managed funds or accounts, is the expected initial controlling class representative.

Midland, which is expected to act as the special servicer, assisted BlackRock Financial Management, Inc. with due diligence relating to the mortgage loans to be included in the mortgage pool.

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—Other Conflicts” in this free writing prospectus.

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DESCRIPTION OF THE OFFERED CERTIFICATES

General

The Commercial Mortgage Pass-Through Certificates, Series 2013-C11 (collectively, the “Certificates”), will be issued on the Closing Date pursuant to a Pooling and Servicing Agreement to be dated as of the Cut-off Date, between the depositor, the master servicer, the special servicer, the certificate administrator, the custodian, the trust advisor and the trustee.

The Certificates will represent in the aggregate the entire beneficial ownership interest in a trust consisting primarily of:

· the mortgage loans and all payments under and proceeds of the mortgage loans received after the Cut-off Date, exclusive of Principal Prepayments received prior to the Cut-off Date and Scheduled Payments of principal and interest due on or before the Cut-off Date;

· any mortgaged property (or interest therein) acquired on behalf of the Certificateholders in respect of a defaulted mortgage loan through foreclosure, deed in lieu of foreclosure or otherwise;

· a security interest in any United States government obligations pledged in respect of the defeasance of a mortgage loan; and

· certain rights of the depositor under, or assigned to the depositor pursuant to, each of the Mortgage Loan Purchase Agreements relating to, among other things, mortgage loan document delivery requirements and the representations and warranties of the related mortgage loan seller regarding its mortgage loans.

The Certificates will be issued on the Closing Date and will only be entitled to Scheduled Payments on the mortgage loans that are due (and unscheduled payments that are received) after the Cut-off Date.

The Certificates will consist of various classes (each, a “Class”), to be designated as:

· the Class A-1 Certificates, the Class A-2 Certificates, the Class A-AB Certificates, the Class A-3 Certificates and the Class A-4 Certificates (collectively, the “Class A Senior Certificates”) and the Class A-S Certificates;

· the Class X-A Certificates and the Class X-B Certificates (collectively, the “Class X Certificates” or the “Interest Only Certificates,“ and, together with the Class A Senior Certificates, the “Senior Certificates”);

· the Class B Certificates, the Class PST Certificates, the Class C Certificates, the Class D Certificates, the Class E Certificates, the Class F Certificates, the Class G Certificates, the Class H Certificates and the Class J Certificates (collectively with the Class A-S Certificates, the “Subordinate Certificates”; and the Subordinate Certificates together with the Class A Senior Certificates, the “Principal Balance Certificates”); and

· the Class R Certificates (together with the Class X-B, Class D, Class E, Class F, Class G, Class H and Class J Certificates, the “Privately Offered Certificates”).

Only the Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (collectively, the “Offered Certificates”) are being offered pursuant to this free writing prospectus.  The Privately Offered Certificates will be offered pursuant to a private placement memorandum (the “Private Placement Memorandum”) dated the date hereof.

The Class A-S, Class B, Class PST and Class C Certificates are also referred to as the “Exchangeable Certificates.”  See “DESCRIPTION OF THE OFFERED CERTIFICATES—Exchangeable Certificates” in this free writing prospectus.

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“Scheduled Payment” means, in general, for any mortgage loan, B Note or Serviced Companion Loan on any Due Date, the amount of the scheduled payment of principal and interest, or interest only, due thereon on such date, taking into account any waiver, modification or amendment of the terms of such mortgage loan, B Note or Serviced Companion Loan subsequent to the Closing Date, whether agreed to by the special servicer or occurring in connection with a bankruptcy proceeding involving the related borrower.

“Due Date” means the date upon which the related Scheduled Payments are (or, in the case of a Balloon Loan past its maturity date or an REO Mortgage Loan, would otherwise have been) due under the terms of the related mortgage loan, B Note or Serviced Companion Loan.

The Offered Certificates (other than the Class X-A Certificates) will be issued in denominations of $10,000 and in any whole dollar denomination in excess of that amount.  The Class X-A Certificates will be issued in denominations of $100,000 and in any whole dollar denomination in excess of that amount.

Each Class of Offered Certificates will initially be represented by one or more global Certificates registered in the name of the nominee of The Depository Trust Company (“DTC”).  We have been informed by DTC that DTC’s nominee initially will be Cede & Co. No person acquiring an interest in an Offered Certificate will be entitled to receive a fully registered physical certificate representing such interest, except as presented in the attached prospectus under “DESCRIPTION OF THE CERTIFICATES—Book-Entry Registration and Definitive Certificates.”  Unless and until definitive certificates are issued in respect of any Class of Offered Certificates, all references to actions by Holders of the Offered Certificates will refer to actions taken by DTC upon instructions received from the related Certificate Owners through DTC’s participating organizations.

All references herein to payments, notices, reports and statements to Holders of the 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 the related Certificate Owners through DTC’s Participants in accordance with DTC procedures.  Until definitive certificates are issued in respect of any Class of Offered Certificates, interests in such Certificates will be transferred on the book-entry records of DTC and its Participants.  See “DESCRIPTION OF THE CERTIFICATES—Book-Entry Registration and Definitive Certificates” in the attached prospectus.

Certificateholders must hold their Offered Certificates in book-entry form, and delivery of the Offered Certificates will be made through the facilities of DTC, in the United States, and may be made through the facilities of Clearstream Banking société anonyme (“Clearstream”) or the Euroclear system (“Euroclear”), in Europe.  Transfers within DTC, Clearstream or Euroclear, as the case may be, will be in accordance with the usual rules and operating procedures of the relevant system.  Cross market transfers between persons holding directly or indirectly through DTC, on the one hand, and counterparties holding directly or indirectly through Clearstream or Euroclear, on the other, will be effected in DTC through Citibank, N.A. or JPMorgan Chase, the relevant depositaries of Clearstream and Euroclear, respectively.

Because of time-zone differences, credits of securities received in Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date.  Such credits or any transactions in such securities settled during such processing will be reported to the relevant Euroclear participant or Clearstream customer on such business day.  Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream customer 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.

“Certificate Owner” means the beneficial owner of an Offered Certificate.

“Participants” means participating organizations of DTC, together with Clearstream and Euroclear participating organizations.

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Certificate Principal Balances and Notional Amounts

Upon initial issuance, the Offered Certificates will have the following aggregate Certificate Principal Balances and Notional Amounts, and in each case, the Certificate Principal Balance or Notional Amount, as applicable, may vary by up to 5%:

Class	Approximate Initial Certificate Principal Balance or Notional Amount	Approximate Percent of Offered Certificates	Ratings (Fitch/Moody’s/Morningstar)	Approximate Initial Credit Support(2)
Class A-1	$  53,000,000	7.124%	AAA(sf)/Aaa(sf)/AAA	30.00%
Class A-2	$142,000,000	19.088%	AAA(sf)/Aaa(sf)/AAA	30.00%
Class A-AB	$  72,980,000	9.810%	AAA(sf)/Aaa(sf)/AAA	30.00%
Class A-3	$125,000,000	16.803%	AAA(sf)/Aaa(sf)/AAA	30.00%
Class A-4	$206,448,000	27.751%	AAA(sf)/Aaa(sf)/AAA	30.00%
Class X-A	$648,667,000	NAP	AAA(sf)/Aaa(sf)/AAA	NAP
Class A-S(1)	$  49,239,000	6.619%	AAA(sf)/Aaa(sf)/AAA	24.250%
Class B(1)	$  61,013,000	8.201%	AA-(sf)/Aa3(sf)/AA+	17.125%
Class PST(1)	$144,505,000	NAP	A-(sf)/A2(sf)/A+	13.125%
Class C(1)	$  34,253,000	4.604%	A-(sf)/A3(sf)/A+	13.125%

(1) The maximum Certificate Principal Balance of the Class PST Certificates is set forth in the table but is not included in the aggregate Certificate Principal Balance of the Certificates set forth on the cover page of this free writing prospectus.  On the Closing Date, the Certificate Principal Balances of the Class A-S, Class B, Class PST and Class C Certificates will be $[______], $[______], $[______] and $[_____], respectively.  The maximum Certificate Principal Balance of each class of the Class A-S, Class B and Class C Certificates is set forth in the table and is included in the aggregate Certificate Principal Balance of the Certificates set forth on the cover page of this free writing prospectus.

(2) The percentages indicated under the column “Approximate Initial Credit Support” with respect to the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 Certificates represent the approximate initial credit support for the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 Certificates in the aggregate.  The percentage indicated under the column “Approximate Initial Credit Support” with respect to the Class PST Certificates represents the approximate initial credit support for the Class PST Component C.  See “RATINGS” in this free writing prospectus.

Mortgage loans may be removed from or added to the Mortgage Pool prior to the Closing Date within such maximum permitted variance.  Any reduction or increase in the aggregate principal balance of mortgage loans within these parameters will result in changes to the initial Certificate Principal Balance of each class of Principal Balance Certificates and the initial Notional Amount of each class of Class X Certificates and to the other statistical data contained in this free writing prospectus.

The initial Certificate Principal Balance of each Principal Balance Certificate will be presented on the face of the certificate.  The “Certificate Principal Balance” of any class of Principal Balance Certificates, Class PST Component or Trust Component outstanding at any time represents the maximum amount that its Holders are entitled to receive as distributions allocable to principal from the cash flow on the mortgage loans and the other assets in the Issuing Entity.  On each Distribution Date, the Certificate Principal Balance of each class of Principal Balance Certificates, Class PST Component and Trust Component, will be reduced by (i) any distributions of principal actually made on such Certificates, Class PST Component or Trust Component, (ii) any Collateral Support Deficit allocated to such Certificates, Class PST Component or Trust Component, and (iii) with respect to any class of Principal Balance Certificates that are not Control Eligible Certificates, any Class PST Component or any Trust Component, any Excess Trust Advisor Expenses allocated to that class of Certificates, Class PST Component or Trust Component, on that Distribution Date.  On each Distribution Date, prior to any distributions being made on such Distribution Date, the Certificate Principal Balance of a class of Principal Balance Certificates, Class PST Component or Trust Component may be increased by the amount of any recoveries of Nonrecoverable Advances for which a deduction was made in the Principal Distribution Amount for a prior Distribution Date, up to the unreimbursed Collateral Support Deficit for such class of Certificates, Class PST Component or Trust Component, with the amount of such recoveries to be allocated for such purpose in accordance with the distribution priorities described under “—Distributions��Application of the Available Distribution Amount” below.  In addition, on each Distribution Date, prior to any distributions being made on such Distribution Date, the Certificate Principal Balance

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of a class of Principal Balance Certificates (other than any Control Eligible Certificates), Class PST Component or Trust Component may be increased by the amount of any actual recoveries received by the Issuing Entity of amounts paid as Trust Advisor Expenses for which a deduction was made in the Principal Distribution Amount for a prior Distribution Date, up to the amount of any reduction to the Certificate Principal Balance of any such class of Certificates, Class PST Component or Trust Component as a result of such payment of Trust Advisor Expenses, with the amount of such recoveries to be allocated for such purpose in accordance with the distribution priorities described under “—Distributions—Application of the Available Distribution Amount” below.  The recoveries of Nonrecoverable Advances and Trust Advisor Expenses referred to in the prior two sentences will result in an increase in the Principal Distribution Amount for the current Distribution Date.

The Interest Only Certificates will not have Certificate Principal Balances.  Those classes of Certificates will represent the right to receive distributions of interest accrued as described in this free writing prospectus on a notional amount (a “Notional Amount”).

The Notional Amount of the Class X-A Certificates will, for purposes of distributions on each Distribution Date, be equal to the aggregate of the Certificate Principal Balances of the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 Certificates and the Class A-S Trust Component, in each case, outstanding immediately prior to such Distribution Date.  The Notional Amount of the Class X-B Certificates will, for purposes of distributions on each Distribution Date, be equal to the aggregate of the Certificate Principal Balances of the Class G, Class H and Class J certificates, in each case, outstanding immediately prior to such Distribution Date.

Accordingly, the respective Notional Amounts of the Class X-A and Class X-B Certificates will be reduced on each Distribution Date by any distributions of principal actually made on, and any Collateral Support Deficit and Excess Trust Advisor Expenses actually allocated to, the Certificate Principal Balance of any related class of Principal Balance Certificates or Trust Component.  The Notional Amounts of the respective classes of the Class X Certificates are used solely for the purpose of determining the amount of interest to be distributed on such Certificates and do not represent the right to receive any distributions of principal.

The Class R Certificates will not have Certificate Principal Balances or Notional Amounts.

The “Class A-S Percentage Interest” means, the quotient of the Certificate Principal Balance of the Class A-S Certificates divided by the Certificate Principal Balance of the Class A-S Trust Component.  As of the Closing Date, the Class A-S Percentage Interest will be [____]%.

“Class A-S Trust Component” means an interest issued as a regular interest in the Upper-Tier REMIC designated as “REMIC Regular Interest A-S,” with a Pass-Through Rate equal to [____]% per annum.  The Class A-S Certificates will represent beneficial ownership of the Class A-S Percentage Interest of the Class A-S Trust Component, and the Class PST Component A-S will represent beneficial ownership of the Class A-S-PST Percentage Interest of the Class A-S Trust Component.  The Class A-S Trust Component will be held in the Grantor Trust.

The “Class A-S-PST Percentage Interest” means 100.0% minus the Class A-S Percentage Interest.  As of the Closing Date, the Class A-S-PST Percentage Interest will be [____]%.

The “Class B Percentage Interest” means, the quotient of the Certificate Principal Balance of the Class B Certificates divided by the Certificate Principal Balance of the Class B Trust Component.  As of the Closing Date, the Class B Percentage Interest will be [____]%.

“Class B Trust Component” means an interest issued as a regular interest in the Upper-Tier REMIC designated as “REMIC Regular Interest B,” with a Pass-Through Rate equal to [____]% per annum.  The Class B Certificates will represent beneficial ownership of the Class B Percentage Interest of the Class B Trust Component, and the Class PST Component B will represent beneficial ownership of the Class B-PST Percentage Interest of the Class B Trust Component.  The Class B Trust Component will be held in the Grantor Trust.

The “Class B-PST Percentage Interest” means 100.0% minus the Class B Percentage Interest.  As of the Closing Date, the Class B-PST Percentage Interest will be [____]%.

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The “Class C Percentage Interest” means, the quotient of the Certificate Principal Balance of the Class C Certificates divided by the Certificate Principal Balance of the Class C Trust Component.  As of the Closing Date, the Class C Percentage Interest will be [____]%.

“Class C Trust Component” means an interest issued as a regular interest in the Upper-Tier REMIC designated as “REMIC Regular Interest C,” with a Pass-Through Rate equal to [____]% per annum.  The Class C Certificates will represent beneficial ownership of the Class C Percentage Interest of the Class C Trust Component, and the Class PST Component C will represent beneficial ownership of the Class C-PST Percentage Interest of the Class C Trust Component.  The Class C Trust Component will be held in the Grantor Trust.

The “Class C-PST Percentage Interest” means 100.0% minus the Class C Percentage Interest.  As of the Closing Date, the Class C-PST Percentage Interest will be [____]%.

“Class PST Component” means any of the Class PST Component A-S, Class PST Component B or Class PST Component C.

“Class PST Component A-S” means the portion of the Class A-S Trust Component equal to the Class A-S-PST Percentage Interest of the Class A-S Trust Component.

“Class PST Component B” means the portion of the Class B Trust Component equal to the Class B-PST Percentage Interest of the Class B Trust Component.

“Class PST Component C” means the portion of the Class C Trust Component equal to the Class C-PST Percentage Interest of the Class C Trust Component.

“Trust Component” means any of the Class A-S Trust Component, Class B Trust Component or Class C Trust Component.

“Grantor Trust” means the grantor trust formed on the Closing Date comprised of, among other things, the Class A-S Trust Component, Class B Trust Component or Class C Trust Component, and the related distribution account.

Pass-Through Rates

The “Pass-Through Rate” is the rate per annum at which any class of Certificates (other than the Class PST or Class R Certificates), Class PST Component or Trust Component accrues interest.  The approximate initial Pass-Through Rate for each class of Offered Certificates (other than the Class PST Certificates) is set forth on the cover to this free writing prospectus.

The Pass-Through Rate with respect to each class of Principal Balance Certificates (other than the Class PST Certificates) and each Trust Component for any Distribution Date will be a per annum rate equal to one of (i) a fixed rate, (ii) a fixed rate subject to a cap equal to the Weighted Average Net Mortgage Rate for that Distribution Date and (iii) the Weighted Average Net Mortgage Rate for that Distribution Date less a specified percentage, which percentage may be zero.  The Class PST Certificates will not have a Pass-Through Rate, but will be entitled to receive the sum of the interest distributable on the Class PST Components.  The Pass-Through Rates for the Class A-S Certificates, the Class A-S Trust Component and the Class PST Component A-S will, at all times, be the same.  The Pass-Through Rates for the Class B Certificates, the Class B Trust Component and the Class PST Component B will, at all times, be the same.  The Pass-Through Rates for the Class C Certificates, the Class C Trust Component and the Class PST Component C will, at all times, be the same.

The Pass-Through Rate with respect to the Class X-A Certificates for any Distribution Date will equal the weighted average of the applicable Class X Strip Rates for the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 Certificates and the Class A-S Trust Component for such Distribution Date (weighted on the basis of the respective Certificate Principal Balances of such Classes and Trust Component immediately prior to such Distribution Date).  The Pass-Through Rate on the Class X-B Certificates for any Distribution Date will equal the weighted average of the applicable Class X Strip Rates for the Class G, Class H and Class J certificates for such Distribution Date.

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The applicable “Class X Strip Rate” for each of the Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class G, Class H and Class J Certificates and the Class A-S Trust Component for any Distribution Date will be a per annum rate equal to the excess, if any, of (i) the Weighted Average Net Mortgage Rate for such Distribution Date over (ii) the Pass-Through Rate for such Class of Certificates or Trust Component.  Under no circumstances will any Class X Strip Rate be less than zero.

“Weighted Average Net Mortgage Rate” or “WAC” means, for any Distribution Date, the weighted average of the Net Mortgage Rates for the mortgage loans (in the case of each mortgage loan that is a Non-30/360 Loan, adjusted as described under the definition of Net Mortgage Rate), weighted on the basis of their respective Stated Principal Balances, as of the close of business on the preceding Distribution Date.

“Net Mortgage Rate” means, in general, with respect to any mortgage loan, a per annum rate equal to the related mortgage rate (excluding any rate increase occurring in connection with a continuing default or after an Anticipated Repayment Date) minus the related Administrative Fee Rate; provided that, for purposes of calculating the Pass-Through Rate for any class of Certificates (other than the Class PST or Class R Certificates), Class PST Component or Trust Component from time to time, the Net Mortgage Rate for any mortgage loan will be calculated without regard to any modification, waiver or amendment of the terms of such mortgage loan subsequent to the Closing Date.  In addition, because the Certificates (other than the Class PST and Class R Certificates), Class PST Components and Trust Components accrue interest on the basis of a 360-day year consisting of twelve (12) 30-day months, when calculating the Pass-Through Rate for each class of Certificates (other than the Class PST or Class R Certificates), Class PST Component or Trust Component, for each Distribution Date, the Net Mortgage Rate on a Non-30/360 Loan will be the annualized rate at which interest would have to accrue on the basis of a 360-day year consisting of twelve (12) 30-day months in order to result in the accrual of the aggregate amount of net interest actually accrued (exclusive of default interest, Excess Interest and related Master Servicing Fees, Certificate Administrator Fees, Trust Advisor Fees, CREFC® License Fees and any fees payable with respect to a Non-Serviced Mortgage Loan at the applicable Pari Passu Loan Primary Servicing Fee Rate during the loan-level one-month interest accrual period for the due date in the month of such Distribution Date).  However, with respect to each Non-30/360 Loan:

·   except with respect to the final Distribution Date, the Net Mortgage Rate that would otherwise be in effect for purposes of the Scheduled Payment due in January of each year (other than a leap year and commencing in 2014) and February of each year (commencing in 2014) will be adjusted to take into account the applicable one day’s interest included in the Interest Reserve Amount; and

·   the Net Mortgage Rate that would otherwise be in effect for purposes of the Scheduled Payment due in March of each year (or February if the related Distribution Date is the final Distribution Date) will be adjusted to take into account the related withdrawal from the Interest Reserve Account of the Interest Reserve Amounts for the preceding January, if applicable, and February.

The Administrative Fee Rate for each mortgage loan is presented in APPENDIX I to this free writing prospectus.  The “Administrative Fee Rate” will equal the sum of the related Master Servicing Fee Rate, the Trust Advisor Fee Rate, the Certificate Administrator Fee Rate, the CREFC® License Fee Rate and the Pari Passu Loan Primary Servicing Fee Rate, if applicable, for any month (in each case, expressed as a per annum rate) for any mortgage loan in such month, and is set forth in APPENDIX I to this free writing prospectus.  The Administrative Fee Rate will be payable on the unpaid principal balance of each mortgage loan outstanding from time to time.  The Administrative Fee Rate with respect to the Westfield Countryside Mortgage Loan, The Mall at Tuttle Crossing Mortgage Loan, the Southdale Center Mortgage Loan and the Marriott Chicago River North Hotel Mortgage Loan are 0.02685%, 0.02685%, 0.01560% and 0.02560%, respectively, per annum.

“Collection Period” means, with respect to any Distribution Date, the period beginning with the day after the Determination Date in the month preceding the month in which such Distribution Date occurs (or, in the case of the first Distribution Date, commencing immediately following the Cut-off Date) and ending with the Determination Date occurring in the month in which such Distribution Date occurs.

“CREFC® License Fee” means, with respect to each mortgage loan (including a mortgage loan that relates to an REO Property or is a defeasance loan) for any related mortgage loan interest accrual period, the amount of interest accrued during such related interest accrual period at the related CREFC® License Fee Rate on the same balance, in

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the same manner and for the same number of days as interest at the applicable Mortgage Rate accrued with respect to such mortgage loan during such related interest accrual period.

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

“Interest Accrual Period” means, with respect to each Distribution Date, for each class of Certificates (other than the Class R Certificates), Class PST Component and Trust Component, the calendar month immediately preceding the month in which such Distribution Date occurs.

“Stated Principal Balance” of any mortgage loan will generally equal its unpaid principal balance as of the Cut-off Date or, in the case of a Qualifying Substitute Mortgage Loan, as of the date of substitution (less any scheduled principal amortization occurring during or prior to August 2013 or the month of substitution, as applicable), reduced, to not less than zero, on each subsequent Distribution Date by:

· any payments or other collections of principal on such mortgage loan that have been collected or received during the related Collection Period, other than any Scheduled Payments due in any subsequent Collection Period and other than any late collections of principal for which an Advance was previously made;

· any Advance of principal made in respect of such mortgage loan for the subject Distribution Date; and

· the principal portion of any realized loss incurred in respect of such mortgage loan during the related Collection Period.

An “REO Mortgage Loan” is any mortgage loan as to which the related mortgaged property has become an REO Property.

An “REO B Note” is any B Note as to which the related mortgaged property has become an REO Property.

An “REO Serviced Companion Loan” is any Serviced Companion Loan as to which the related mortgaged property has become an REO Property.

Exchangeable Certificates

General

The Class A-S, Class B, Class PST and Class C Certificates are Exchangeable Certificates. Groups of Class A-S, Class B and Class C Certificates may be exchanged for Class PST Certificates and vice versa, in whole or in part, as described more fully below.  This process may occur repeatedly.  In no event, however, will exchanges be permitted after the Class A-S Trust Component (and therefore the Class A-S Certificates and the Class PST Component A-S of the Class PST Certificates) has been retired by the payment of all interest and its principal balance in full or any Class of Exchangeable Certificates is no longer maintained in book-entry form.  Your ability to exchange your Exchangeable Certificates is subject to the limitations described under “RISK FACTORS—Risks Related to the Offered Certificates—The Exchangeable Certificates Are Subject to Additional Risks” above and “—Exchange Examples and Limitations” below.

Following the Closing Date, Class A-S, Class B and Class C Certificates that collectively evidence an Exchange Proportion generally will be exchangeable on the books of DTC for Class PST Certificates with a like principal amount, and Class PST Certificates generally will be exchangeable on the books of DTC for Class A-S, Class B and Class C Certificates with a like principal amount and in an Exchange Proportion.  An “Exchange Proportion” consists of Class A-S, Class B and Class C Certificates with original Certificate Principal Balances (regardless of current Certificate Principal Balance) that represent approximately 34.074%, 42.222% and 23.704%, respectively, of the aggregate original Certificate Principal Balances of all Class A-S, Class B and Class C Certificates involved in the exchange.

Each Holder of an Exchangeable Certificate will be a beneficial owner of the pool of mortgage loans backing the Offered Certificates.  When Exchangeable Certificates are exchanged, the total amount of outstanding Exchangeable Certificates of the relevant class(es) surrendered will be reduced and the total amount of outstanding

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Exchangeable Certificates of the relevant class(es) received will be increased by a proportionate amount, but the exchange will not result in an increase or decrease in (1)  the total amount of outstanding Offered Certificates that represent beneficial ownership interests in the pool of mortgage loans backing the Offered Certificates, (2) the total amount of outstanding Exchangeable Certificates that collectively represent beneficial ownership interests in any individual Trust Component or (3) the principal balance of any Trust Component.  Potential purchasers of Exchangeable Certificates should consider the tax characteristics of such certificates as further discussed under “MATERIAL FEDERAL INCOME TAX CONSEQUENCES—Taxation of the Exchangeable Certificates” in this free writing prospectus.  The Exchangeable Certificates will represent an interest in one or more Trust Components, and the Trust Components will not be withdrawn from the Grantor Trust in connection with any exchange.

Exchange Examples and Limitations

Exchange Limitations

At the time of the proposed exchange, a Certificateholder must own Certificates of the related Class or Classes of Exchangeable Certificates in the proportions of original Certificate Principal Balance necessary to make the desired exchange.  Class A-S, Class B and Class C Certificates to be surrendered or received in an exchange must be in an Exchange Proportion.  A Certificateholder that owns Exchangeable Certificates and desires to make an exchange, but does not own Exchangeable Certificates that collectively are in an Exchange Proportion necessary to make the desired exchange, may be unable to obtain other Exchangeable Certificates sufficient to compose such an Exchange Proportion or may be able only to exchange the portion (if any) of its Exchangeable Certificates that represents an Exchange Proportion.  Other Certificateholders may be unwilling to sell their Certificates at reasonable prices (or at any price) or may be unable to sell their Certificates, or Certificates may have been purchased or placed into other financial structures and thus may be unavailable for purchase in any secondary market.  Such circumstances may prevent you from obtaining Exchangeable Certificates in the proportions necessary to effect an exchange.

Exchangeable Examples

An example of an exchange of Class A-S, Class B and Class C Certificates for Class PST Certificates is set forth below.  This example generally assumes ownership of 50% of the relevant classes.

Exchangeable Certificates to be Surrendered (or Received)		Exchangeable Certificates to be Received (or Surrendered)
Classes of Exchangeable Certificates	Original Certificate Principal Balance	Classes of Exchangeable Certificates	Original Certificate Principal Balance
Class A-S	$24,619,500	Class PST	$72,252,500
Class B	$30,506,500
Class C	$17,126,500

For example, if a Certificateholder owns Class A-S, Class B and Class C Certificates with original Certificate Principal Balances in the amounts set forth in the table, the Certificateholder has an Exchange Proportion.  That is, the ratio of the amount of Class A-S, Class B and Class C Certificates so owned to the aggregate amount of all such Class A-S, Class B and Class C Certificates so owned is approximately 34.074%, 42.222% and 23.704%, respectively.  The Certificateholder may exchange the entirety of those certificates for Class PST Certificates in an amount equal to $72,252,500, which is equal to 100% of the aggregate amount of its Class A-S, Class B and Class C Certificates.  Conversely, if the Certificateholder instead owns only $72,252,500 of original Certificate Principal Balance of Class PST Certificates, the Certificateholder may exchange those Class PST Certificates for Class A-S, Class B and Class C Certificates in the amounts of $24,619,500, $30,506,500 and $17,126,500, respectively, of original Certificate Principal Balance.

If the Certificateholder instead owned Class B and Class C Certificates with original Certificate Principal Balances in the amounts set forth in the table and $49,239,000 of Class A-S Certificates (that is, all the Class A-S Certificates), the Certificateholder may conduct an exchange of its Class B and Class C Certificates and $24,619,500 of its Class A-S Certificates (which together represent an Exchange Proportion) for Class PST Certificates in an

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amount equal to $72,252,500.  In this case, the Certificateholder would also continue to own $24,619,500 of original Certificate Principal Balance of Class A-S Certificates immediately after the exchange.

If the Certificateholder instead owns Class PST Certificates in an amount equal to $20,000, the Certificateholder will be unable to exchange those certificates for Class A-S, Class B and Class C Certificates because the amounts thereof to be received in the exchange would be, in one or more cases, less than the minimum denomination for the relevant class.

All certificate amounts described in the examples above are expressed in original Certificate Principal Balances.

The foregoing is provided only by way of example.

Procedures

If a holder of Exchangeable Certificates wishes to exchange its Exchangeable Certificates, the Certificateholder must notify the certificate administrator no later than three business days before the proposed exchange date via email to cts.cmbs.bond.admin@wellsfargo.com.  The exchange date can generally be any business day other than the first or last business day of the month.  The notice must (i) be on the Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee or be signed by an authorized signatory and be presented with an incumbency certificate and (iii) set forth the following information: the CUSIP number of both the Certificates to be exchanged and the Certificates to be received, the current Certificate Principal Balance and original Certificate Principal Balance of the Certificates to be exchanged, the Certificateholder’s DTC participant number and the proposed exchange date.  A notice becomes irrevocable on the second business day before the proposed exchange date.

Subject to the satisfaction of the conditions to an exchange, including the procedures described above, upon the request of the holder of Exchangeable Certificates of the relevant class(es) and the surrender of such Exchangeable Certificates, the certificate administrator, on behalf of the trustee, will be required to deliver the Exchangeable Certificates of the relevant class(es) to which that holder is entitled in the exchange.  The certificate administrator will also reduce the outstanding amount of the surrendered Exchangeable Certificates, and increase the outstanding amount of the delivered Exchangeable Certificates, on the certificate register.  The Certificateholder and the certificate administrator will utilize the Deposit and Withdrawal System at DTC to effect the exchange.

The first distribution on an Exchangeable Certificate received in an exchange transaction will be made on the first Distribution Date in the month following the month of the exchange to the Certificateholder of record as of the close of business on the last day of the month of the exchange.

Accounts

Pursuant to the Pooling and Servicing Agreement, the following accounts are required to be established:

● the Collection Account;

● the Distribution Account;

● the Interest Reserve Account;

● the Excess Liquidation Proceeds Account;

● the TA Unused Fees Account; and

● the REO Account.

The master servicer is required to establish and maintain, or cause to be established and maintained, one or more accounts (collectively, the “Collection Account”) as described in the Pooling and Servicing Agreement.  The Collection Account may be maintained with the master servicer, special servicer or the mortgage loan seller or with a depository institution that is an affiliate of any of the foregoing or of the depositor; provided that any such entity must comply with Rating Agency standards.  The master servicer is required to deposit in the Collection Account on

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a daily basis (and in no event later than the Business Day following receipt of properly identified available funds) all payments and collections due after the Cut-off Date and other amounts received or advanced with respect to the mortgage loans (including, without limitation, all Insurance Proceeds received under any hazard, title or other insurance policy that provides coverage with respect to a mortgaged property or the related mortgage loan and Condemnation Proceeds received in connection with the full or partial condemnation of a mortgaged property (other than proceeds applied to the restoration of the mortgaged property or released to the related borrower in accordance with the Servicing Standard and/or the terms and conditions of the related mortgage) and all Liquidation Proceeds together with the net operating income (less reasonable reserves for future expenses) derived from the operation of any REO Properties, and will be permitted to make withdrawals therefrom as set forth in the Pooling and Servicing Agreement.  Notwithstanding the foregoing, the collections on each A/B Whole Loan or Loan Pair to be deposited in the Collection Account will be limited to the portion of such amounts that are payable to the holder of the related mortgage loan pursuant to the related Intercreditor Agreement.  See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” in this free writing prospectus.

“Insurance Proceeds” means all amounts paid by an insurer under an insurance policy in connection with a mortgage loan, B Note or Serviced Companion Loan, other than amounts required to be paid to the related borrower pursuant to law, the related mortgage loan, the related Serviced Companion Loan or the related B Note, in accordance with the Servicing Standard.  With respect to any mortgaged property securing a Non-Serviced Mortgage Loan or Non-Serviced Companion Loan, only the portion of such amounts payable to the holder of the related Non-Serviced Mortgage Loan will be included in Insurance Proceeds.

“Condemnation Proceeds” means any awards resulting from the full or partial condemnation or eminent domain proceedings or any conveyance in lieu or in anticipation of such proceedings with respect to a mortgaged property by or to any governmental, quasi-governmental authority or private entity with condemnation powers other than amounts to be applied to the restoration, preservation or repair of such mortgaged property or released to the related borrower in accordance with the terms of the mortgage loan and (if applicable) its related B Note or Serviced Companion Loan.  With respect to any mortgaged property securing a Non-Serviced Mortgage Loan or Non-Serviced Companion Loan, only the portion of such amounts payable to the holder of the related Non-Serviced Mortgage Loan will be included in Condemnation Proceeds.

“Liquidation Proceeds” means proceeds from the sale or liquidation of a mortgage loan, B Note or Serviced Companion Loan or related REO Property, net of liquidation expenses.  With respect to any mortgaged property securing a Non-Serviced Mortgage Loan or Non-Serviced Companion Loan, only the portion of such amounts payable to the holder of the related Non-Serviced Mortgage Loan will be included in Liquidation Proceeds.

The certificate administrator is required to establish and maintain one or more accounts (collectively, the “Distribution Account”), on behalf of the trustee and for the benefit of the Certificateholders.  On each Distribution Date, the certificate administrator is required to apply amounts on deposit in the Distribution Account (which will include all funds that were remitted by the master servicer from the Collection Account plus, among other things, any P&I Advances remitted by the master servicer or the trustee, as the case may be) generally to make distributions of interest and principal from the Available Distribution Amount to the Certificateholders as described in this free writing prospectus.  Each of the Collection Account and the Distribution Account will conform to certain eligibility requirements set forth in the Pooling and Servicing Agreement.

The certificate administrator is required to establish and maintain an “Interest Reserve Account,” which may be a sub-account of the Distribution Account, on behalf of the trustee for the benefit of the Certificateholders.  Except with respect to the final Distribution Date, with respect to the Distribution Date occurring each January (other than a leap year and commencing in 2014) and each February (commencing in 2014), the certificate administrator will be required to withdraw from the Distribution Account the Interest Reserve Amounts for deposit into the Interest Reserve Account in respect of each Interest Reserve Loan in an amount equal to one day’s interest at the related Net Mortgage Rate on its principal balance as of the Due Date in the month in which such Distribution Date occurs, to the extent a Scheduled Payment or P&I Advance is timely made for such Due Date.  For purposes of this calculation, the Net Mortgage Rate for those months will be calculated without regard to any adjustment for Interest Reserve Amounts or the interest accrual basis as described in the definition of “Net Mortgage Rate” in “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions—Application of the Available Distribution Amount.”  Commencing in 2014, on the Master Servicer Remittance Date occurring in each March (and on any other Master Servicer Remittance Date related to the final Distribution Date), the certificate administrator will

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withdraw an amount from the Interest Reserve Account in respect of each Interest Reserve Loan equal to the related Interest Reserve Amount from the preceding January, if applicable, and February, and the withdrawn amount is to be included as part of the Available Distribution Amount for such Distribution Date.

“Interest Reserve Amount” means all amounts deposited in the Interest Reserve Account with respect to Scheduled Payments due in any applicable January and February.

“Interest Reserve Loan” or “Non-30/360 Loan” means a mortgage loan that accrues interest other than on the basis of a 360-day year consisting of twelve (12) 30-day months.

The certificate administrator is required to establish and maintain a reserve account, which may be a sub-account of the Distribution Account, on behalf of the trustee for the benefit of the Certificateholders (such account, the “Excess Liquidation Proceeds Account”) into which will be deposited Excess Liquidation Proceeds.  “Excess Liquidation Proceeds” means the excess of (i) proceeds from the sale or liquidation of a mortgage loan (other than any Non-Serviced Mortgage Loan) or related REO Property, net of expenses, over (ii) the amount that would have been received if a prepayment in full had been made with respect to such mortgage loan (or, in the case of an REO Property related to an A/B Whole Loan or Loan Pair, a prepayment in full had been made with respect to both the related mortgage loan and the related B Note or Serviced Companion Loan, as applicable) on the date such proceeds were received plus accrued and unpaid interest with respect to that mortgage loan and any and all expenses with respect to that mortgage loan.  In the case of any A/B Whole Loan or Loan Pair, Excess Liquidation Proceeds means only the portion of such proceeds that are allocable to the Issuing Entity.

The certificate administrator is required to establish and maintain a “TA Unused Fees Account,” which may be a sub-account of the Distribution Account, on behalf of the trustee for the benefit of the Certificateholders for the deposit from time to time of TA Unused Fees.  “TA Unused Fees” means any amounts in the nature of Trust Advisor Fees that were otherwise payable, as described in this free writing prospectus and as provided in the Pooling and Servicing Agreement, to a trust advisor that has been terminated or resigned, if and to the extent such amounts are not payable to a replacement trust advisor.

The special servicer is required to establish and maintain with respect to each REO Property (other than any REO Property related to any Non-Serviced Mortgage Loan) one or more accounts  (collectively, the “REO Account”) for the benefit of the Certificateholders (and the holder of the related B Note if in connection with an A/B Whole Loan and the holder of the related Serviced Companion Loan if in connection with a Loan Pair), in which it deposits all funds collected and received in connection with the operation of such REO Property.

Funds in the Collection Account and the REO Account may be invested in investments permitted under the Pooling and Servicing Agreement selected by, and at the risk of, the master servicer and the special servicer, respectively.  Investments related to amounts on deposit in the Collection Account are required to mature, unless payable on demand, not later than the Business Day immediately preceding the next Master Servicer Remittance Date, and any such investment cannot be sold or disposed of prior to its maturity unless payable on demand.  Funds in the Distribution Account (including all sub-accounts thereof) may be invested in investments permitted under the Pooling and Servicing Agreement selected by, and at the risk of, the certificate administrator.  Investments related to amounts on deposit in the Distribution Account are required to mature, unless payable by demand, not later than such time on the Distribution Date that will allow the certificate administrator to make withdrawals from the Distribution Account to make distributions on or with respect to the Certificates.

Interest or other income earned on funds in the Collection Account will be paid to the master servicer as additional servicing compensation.  Interest or other income earned on funds in any REO Account will be payable to the special servicer as additional compensation.  Interest or other income earned on funds in each Distribution Account will be payable to the certificate administrator as additional compensation.

Distributions

General

Distributions on or with respect to the Certificates will be made by the certificate administrator, to the extent of available funds, and in accordance with the manner and priority presented in this free writing prospectus, on the 4th

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Business Day after the related Determination Date in each month (the “Distribution Date”), commencing in September 2013.  The “Determination Date” with respect to any Distribution Date, will be the 11th calendar day of each month, or, if such day is not a Business Day, the next succeeding Business Day.  Except as otherwise described below, all such distributions will be made to the persons in whose names the Certificates are registered with respect to each Class of Certificates, at the close of business on the last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs (in each case, the “Record Date”).  Every distribution 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 will have provided the certificate administrator with wiring instructions five (5) days prior to the related Record Date, or otherwise by check mailed to such Certificateholder.

“Business Day” means any day other than (i) a Saturday or a Sunday, (ii) a day on which the Federal Reserve or the New York Stock Exchange is closed, (iii) a legal holiday in New York, New York, Pittsburgh, Pennsylvania, Santa Ana, California, Charlotte, North Carolina, Columbia, Maryland, Minneapolis, Minnesota, or the principal city or, as applicable, the corporate trust office, in which any of the special servicer, the trust advisor, the trustee, the certificate administrator, the custodian or the master servicer conducts servicing or trust operations, or (iv) a day on which banking institutions or savings associations in New York, New York, Pittsburgh, Pennsylvania, Santa Ana, California, Charlotte, North Carolina, Columbia, Maryland, Minneapolis, Minnesota, or the principal city or, as applicable, the corporate trust office, in which any of the special servicer, the trust advisor, the trustee, the certificate administrator, the custodian or the master servicer conducts servicing or trust operations are authorized or obligated by law or executive order to be closed.

The final distribution on any Certificate will be determined without regard to any possible future reimbursement of any Collateral Support Deficit or Trust Advisor Expenses previously allocated to such Certificate.  The likelihood of any such future distributions is remote.  The final distribution will be made in the same manner as earlier distributions, but only upon presentation and surrender of a Certificate at the location that will be specified in a notice of the pendency of such final distribution.  All distributions made on or with respect to a class of Certificates will be allocated pro rata among those Certificates based on their respective Percentage Interests in such class.  “Percentage Interest” means:  (a) with respect to each Certificate (other than a Class R Certificate), the fraction of such class evidenced by such Certificate, expressed as a percentage, the numerator of which is the principal balance or notional amount, as applicable, represented by such Certificate (as stated on the face of such Certificate), and the denominator of which is the aggregate Certificate Principal Balance or Notional Amount, as applicable, of all of the Certificates of such class, as stated on the face of such Certificates; provided that if at any time the aggregate Certificate Principal Balance or Notional Amount of such class, as stated on the face of such Certificates, equals zero, the “Percentage Interest” with respect to each Certificate of such class will equal zero; and (b) with respect to each Class R Certificate, the percentage interest in distributions (if any) to be made with respect to the relevant class, as stated on the face of such Certificate.

The Available Distribution Amount

With respect to any Distribution Date, distributions of interest on and principal of the Certificates will be made from the Available Distribution Amount for that Distribution Date.

The “Available Distribution Amount” will be, in general, for any Distribution Date:

(1)      all amounts on deposit in the Distribution Account as of the commencement of business on such Distribution Date that represent payments and other collections on or in respect of the mortgage loans and any REO Properties that were received by the master servicer or the special servicer through the end of the related Collection Period (together with any amounts received in respect of payments or other collections relating to any Non-Serviced Mortgage Loan from the related Non-Serviced Mortgage Loan Master Servicer as part of

the applicable monthly remittance), exclusive of any portion thereof that represents one or more of the following:

● Scheduled Payments collected but due on a Due Date subsequent to the related Collection Period;

● Prepayment Premiums or Yield Maintenance Charges (which are separately distributable on the Certificates as described in this free writing prospectus);

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● amounts that are payable or reimbursable to any person other than the Certificateholders (including, among other things, amounts attributable to Additional Trust Expenses and amounts payable to the master servicer, the special servicer, the trustee, the custodian, the trust advisor and the certificate administrator as compensation or in reimbursement of outstanding Advances, with interest thereon);

● amounts deposited in the Distribution Account in error;

● except with respect to the final Distribution Date, if such Distribution Date occurs during January, other than a leap year, or February of any year, the Interest Reserve Amounts of one day’s interest with respect to the Interest Reserve Loans to be deposited into the Interest Reserve Account; and

● in the case of the REO Property related to an A/B Whole Loan or Loan Pair, all amounts received with respect to such A/B Whole Loan or Loan Pair, as applicable, that are required to be paid to the holder of the related B Note or Serviced Companion Loan pursuant to the terms of the related Intercreditor Agreement.

(2)      to the extent not already included in clause (1), any P&I Advances made and any Compensating Interest Payment paid with respect to such Distribution Date on the mortgage loans;

(3)      if such Distribution Date occurs during March of any year (commencing in March 2014) or on the final Distribution Date, to the extent not already included in clause (1), the aggregate of the Interest Reserve Amounts then on deposit in the Interest Reserve Account with respect to the mortgage loans; and

(4)      any Balloon Payments received on or after the date that is two (2) Business Days immediately preceding the related Master Servicer Remittance Date and prior to the Distribution Date and remitted by the master servicer to the Distribution Account as described in “—Prepayment Interest Shortfalls and Prepayment Interest Excesses” below.

“Additional Trust Expenses” means any of the following items:  (i) Special Servicing Fees, Workout Fees and Liquidation Fees (in each case to the extent not collected from the related borrower); (ii) advance interest that is reimbursed to the trustee, the master servicer and/or the special servicer in accordance with the provisions of the Pooling and Servicing Agreement, but not from default interest, late fees, Allocable Modification Fees and Excess Liquidation Proceeds; (iii) amounts paid to indemnify the master servicer, the special servicer, any applicable Non-Serviced Mortgage Loan Master Servicer or Non-Serviced Mortgage Loan Special Servicer, the trust advisor (subject to the final sentence of this definition), the trustee, the certificate administrator, the custodian (or any other person or entity) pursuant to the terms of the Pooling and Servicing Agreement; (iv) to the extent not otherwise paid, any federal, state, or local taxes imposed on the Issuing Entity or its assets and paid from amounts on deposit in the Collection Account or Distribution Account; and (v) subject to the final sentence of this definition, to the extent not otherwise covered by indemnification by one of the parties to the Pooling and Servicing Agreement or otherwise and not payable by the related borrower under any mortgage loan, any other unanticipated cost, liability, or expense (or portion thereof) of the Issuing Entity (including costs of collecting such amounts or other Additional Trust Expenses) that the Issuing Entity has not recovered, and in the judgment of the master servicer (or special servicer) will not recover, from any other source; provided that “Additional Trust Expenses” will not include any of the foregoing amounts (1) in the case of an A/B Whole Loan, to the extent that the payment of those expenses is allocated to the related B Note as a result of the subordination of the related B Note in accordance with the terms of the related Intercreditor Agreement and (2) in the case of a Loan Pair, to the extent that the payment of those expenses is allocated to the related Serviced Companion Loan in accordance with the terms of the related Intercreditor Agreement.  Notwithstanding anything in this free writing prospectus to the contrary, “Additional Trust Expenses” will not include (A) allocable overhead of the master servicer, the special servicer, any applicable Non-Serviced Mortgage Loan Master Servicer or Non-Serviced Mortgage Loan Special Servicer, the trust advisor, the trustee, the certificate administrator, the certificate registrar or the custodian, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses, and similar costs and expenses related to allocable overhead (and each of such parties will be solely responsible for any such costs incurred by it), or (B) with respect to any class of Control Eligible Certificates, Trust Advisor Expenses (including Excess Trust Advisor Expenses).

“Compensating Interest” means, with respect to any Distribution Date, an amount equal to the lesser of (A) the excess of (i) Prepayment Interest Shortfalls incurred in respect of the mortgage loans (and not in respect of any B

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Note, Serviced Companion Loan, Non-Serviced Companion Loan, Specially Serviced Mortgage Loan or any mortgage loan that was previously a Specially Serviced Mortgage Loan with respect to which the Special Servicer has waived or amended the prepayment restrictions), resulting from voluntary Prepayments on such mortgage loans (but not including any B Note, Non-Serviced Companion Loan or Serviced Companion Loan), over (ii) the aggregate of Prepayment Interest Excesses incurred in respect of such mortgage loans resulting from Principal Prepayments on such mortgage loans during the same Collection Period, and (B) the aggregate of the portion of the aggregate Master Servicing Fee accrued at a rate per annum equal to 0.010% (1 basis point) for the related Collection Period calculated in respect of such mortgage loans (including any related REO Mortgage Loans), plus any investment income earned on the amount prepaid prior to such Distribution Date; provided that Compensating Interest will only include (without regard to clause (B) above), the amount of any Prepayment Interest Shortfall otherwise described in clause (A) above incurred in connection with any Principal Prepayment received in respect of any such mortgage loan during the related Collection Period to the extent such Prepayment Interest Shortfall occurs as a result of the master servicer deviating, or allowing the related borrower to deviate, from the terms of the related mortgage loan documents regarding Principal Prepayments (other than (w) subsequent to a default or imminent default under the related mortgage loan documents if the master servicer reasonably believes that acceptance of such prepayment is consistent with the Servicing Standard, (x) if the related mortgage loan is a specially serviced mortgage loan, (y) in connection with the payment of insurance proceeds or condemnation proceeds unless the master servicer did not apply the proceeds from involuntary principal prepayments in accordance with the terms of the related mortgage loan documents or (z) pursuant to applicable law or a court order).  The master servicer’s obligations to pay any Compensating Interest, and the rights of the Certificateholders to offset of the aggregate Prepayment Interest Shortfalls against those amounts, will not be cumulative.

The “Distributable Certificate Interest” will be, in respect of each class of Certificates (other than the Exchangeable Certificates and Class R Certificates), and each Trust Component for any Distribution Date, the sum of:

(i)       Accrued Certificate Interest in respect of such class of Certificates or Trust Component for such Distribution Date, reduced (to not less than zero) by:

(A)  any Net Aggregate Prepayment Interest Shortfall allocated to any such class or Trust Component for such Distribution Date;

(B)  with respect to each of the Class B Trust Component, the Class C Trust Component and each class of the Class D, Class E and Class F Certificates, any Trust Advisor Expenses allocated to such class of Certificates or Trust Component in reduction of interest payable thereon; and

(C)  with respect to each of the Class C Trust Component and the Class D, Class E and Class F Certificates, any amounts reimbursable to any more senior class of Certificates or Trust Component on such Distribution Date in respect of Trust Advisor Expenses allocated on prior Distribution Dates to such senior classes or Trust Components in accordance with clause (iv), (v), (vi) or (vii) of this definition; plus

(ii)      the portion of the Distributable Certificate Interest for such class or Trust Component remaining unpaid as of the close of business on the preceding Distribution Date; plus

(iii)     if the aggregate Certificate Principal Balance is reduced because of a diversion of principal as a result of the reimbursement of Nonrecoverable Advances out of principal in accordance with the terms of the Pooling and Servicing Agreement, and there is a subsequent recovery of amounts applied by the master servicer as recoveries of principal, then an amount generally equal to interest at the applicable Pass-Through Rate that would have accrued and been distributable with respect to the amount that the aggregate Certificate Principal Balance was so reduced, which interest will accrue from the end of the Interest Accrual Period for the Distribution Date on which the related Collateral Support Deficit is allocated through the end of the Interest Accrual Period related to the Distribution Date on which such amounts are subsequently recovered; plus

(iv)    with respect to the Class B Trust Component and any Distribution Date, solely to the extent of amounts otherwise distributable in respect of interest to the Class F, Class E and Class D Certificates and

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Class C Trust Component (in that order) on such Distribution Date (in each case, without giving effect to any reduction in the Distributable Certificate Interest described in clause (i)(C) of this definition based on this clause (iv) or on clauses (v), (vi) or (vii) of this definition), the amount of any Trust Advisor Expenses allocated to reduce the Distributable Certificate Interest of the Class B Trust Component on any prior Distribution Date and which has not previously been reimbursed; plus

(v)     with respect to the Class C Trust Component and any Distribution Date, solely to the extent of amounts otherwise distributable in respect of interest to the Class F, Class E and Class D Certificates (in that order) on such Distribution Date (in each case, without giving effect to any reduction in Distributable Certificate Interest described in clause (i)(C) of this definition based on this clause (v) or on clauses (vi) or (vii) of this definition), the amount of any Trust Advisor Expenses allocated to reduce the Distributable Certificate Interest of the Class C Trust Component on any prior Distribution Date and which has not previously been reimbursed; plus

(vi)    with respect to the Class D Certificates and any Distribution Date, solely to the extent of amounts otherwise distributable in respect of interest to the Class F and Class E Certificates (in that order) on such Distribution Date (in each case, without giving effect to any reduction in Distributable Certificate Interest described in clause (i)(C) of this definition based on this clause (vi) or on clause (vii) of this definition), the amount of any Trust Advisor Expenses allocated to reduce the Distributable Certificate Interest of the Class D Certificates on any prior Distribution Date and which has not previously been reimbursed; plus

(vii)   with respect to the Class E Certificates and any Distribution Date, solely to the extent of amounts otherwise distributable in respect of interest to the Class F Certificates on such Distribution Date (in each case, without giving effect to any reduction in Distributable Certificate Interest described in clause (i)(C) of this definition based on this clause (vii)), the amount of any Trust Advisor Expenses allocated to reduce the Distributable Certificate Interest of the Class E Certificates on any prior Distribution Date and which has not previously been reimbursed; plus

(viii)  with respect to the Class B Trust Component, the Class C Trust Component and the Class D, Class E and Class F Certificates, solely from any actual recoveries received by the Issuing Entity of amounts paid as Trust Advisor Expenses on prior Distribution Dates that resulted in a reduction of the Distributable Certificate Interest of any class of Certificates, the amount of any reductions in the Distributable Certificate Interest for such class (including, for this purpose, any reduction pursuant to clause (i)(C) of this definition) for any prior Distribution Dates that have not previously been reimbursed pursuant to clause (iv), (v), (vi) or (vii) above, or pursuant to this clause (vii), which recoveries will be allocated to each such class and Trust Component in alphabetical order, in each case, in an amount up to the amount of unreimbursed Trust Advisor Expenses previously allocated to such class.

The Class PST Certificates will be entitled to the sum of the Distributable Certificate Interest in respect of the Class PST Components.  The amount of Distributable Certificate Interest with respect to each Class PST Component is equal to the product of the Distributable Certificate Interest with respect to the related Trust Component and the percentage interest in such Trust Component represented by such Class PST Component.

The “Accrued Certificate Interest” will be, in respect of each class of Certificates (other than the Exchangeable Certificates and the Class R Certificates) and each Trust Component for each Distribution Date, the amount of interest for the applicable Interest Accrual Period accrued at the applicable Pass-Through Rate on the aggregate Certificate Principal Balance or Notional Amount, as the case may be, of such class of Certificates or Trust Component outstanding immediately prior to such Distribution Date.  Accrued Certificate Interest will be calculated on the basis of a 360-day year consisting of twelve (12) 30-day months.

“Net Aggregate Prepayment Interest Shortfall” means, for the related Distribution Date, the aggregate of all Prepayment Interest Shortfalls incurred in respect of the mortgage loans other than Specially Serviced Mortgage Loans during any Collection Period that are neither offset by Prepayment Interest Excesses collected on such mortgage loans during such Collection Period nor covered by a Compensating Interest Payment paid by the master servicer.

“Principal Distribution Amount” equals, in general, for any Distribution Date, the aggregate of the following:

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(i)      the principal portions of all Scheduled Payments (other than the principal portion of Balloon Payments) and any Assumed Scheduled Payments, in each case, to the extent received or advanced, as the case may be, in respect of the mortgage loans and any REO Mortgage Loans (but not in respect of any B Note or Serviced Companion Loan or, in either case, its respective successor REO B Note or REO Serviced Companion Loan, as applicable) for their respective Due Dates occurring during the related Collection Period;

(ii)     (x) all payments (including Principal Prepayments and the principal portion of Balloon Payments (but not in respect of any B Note or Serviced Companion Loan or, in either case, its respective successor REO B Note or REO Serviced Companion Loan, as applicable)) and any other collections (including Liquidation Proceeds (other than the portion, if any, constituting Excess Liquidation Proceeds), Condemnation Proceeds, Insurance Proceeds and REO Income and proceeds of mortgage loan repurchases) received (including, in the case of any Non-Serviced Mortgage Loan, by the related Non-Serviced Mortgage Loan Master Servicer or Non-Serviced Mortgage Loan Special Servicer) on or in respect of the mortgage loans and any REO Mortgage Loans (but not in respect of any B Note or Serviced Companion Loan or any successor REO B Note or REO Serviced Companion Loan) during the related Collection Period that were identified and applied by the master servicer and/or special servicer as recoveries of principal (exclusive of any portion thereof included as part of the Principal Distribution Amount for the immediately preceding Distribution Date pursuant to clause (ii)(y) of this definition) and (y) the principal portion of any Balloon Payments received on or in respect of the mortgage loans and any REO Mortgage Loans (but not in respect of any Serviced Companion Loan or B Note or any successor REO Serviced Companion Loan or REO B Note) on or after the date that is two (2) Business Days immediately preceding the related Master Servicer Remittance Date and prior to the Distribution Date and remitted by the master servicer to the Distribution Account as described in “—Prepayment Interest Shortfalls and Prepayment Interest Excesses” below that were identified and applied by the master servicer and/or special servicer as recoveries of principal;

(iii)    the amount of any actual recoveries received by the Issuing Entity of amounts paid as Excess Trust Advisor Expenses for which a deduction was made in the Principal Distribution Amount for a prior Distribution Date; and

(iv)    recoveries of any Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances that were previously reimbursed out of principal collections and for which a deduction was made in the Principal Distribution Amount for a prior Distribution Date;

as reduced by, to the extent applicable:

(a)   any Workout-Delayed Reimbursement Amounts that have been reimbursed from amounts allocable to principal received with respect to the mortgage loans and any REO Mortgage Loans during the Collection Period for the related Distribution Date;

(b)   any Nonrecoverable Advance (with advance interest thereon) previously made in respect of any mortgage loan or any REO Mortgage Loan that is reimbursed from amounts allocable to principal received with respect to the mortgage loans and any REO Mortgage Loans during the Collection Period for the related Distribution Date; and

(c)   the amount of any Excess Trust Advisor Expenses for such Distribution Date allocated to reduce the Certificate Principal Balances of the Principal Balance Certificates (other than the Exchangeable Certificates and the Control Eligible Certificates) or the Trust Components.

“REO Income” means the income received in connection with the operation of an REO Property, net of certain expenses specified in the Pooling and Servicing Agreement.  With respect to any A/B Whole Loan or Loan Pair, or any Non-Serviced Mortgage Loan, only an allocable portion of such REO Income will be distributable to the Certificateholders.

In addition to the Trust Advisor Fee, the trust advisor will be entitled to reimbursement of Trust Advisor Expenses in accordance with the terms of the Pooling and Servicing Agreement; provided, however, that on any

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Distribution Date the amount reimbursable to the trust advisor in respect of Trust Advisor Expenses for such date will not exceed the sum of (i) the portion of the Principal Distribution Amount for such Distribution Date otherwise distributable to the Principal Balance Certificates (other than the Exchangeable Certificates and the Control Eligible Certificates) or the Trust Components and (ii) the aggregate amount of the Distributable Certificate Interest (for such purposes, calculated without regard to any reductions pursuant to clause (i)(C) of the definition of Distributable Certificate Interest as a result of Trust Advisor Expenses for such Distribution Date) that would otherwise be distributable to the Class B Trust Component (and correspondingly, the Class B Certificates and the Class PST Component B, pro rata, based on their respective percentage interests in the Class B Trust Component), the Class C Trust Component (and correspondingly, the Class C Certificates and the Class PST Component C, pro rata, based on their respective percentage interests in the Class C Trust Component) and the Class D, Class E and Class F Certificates for such Distribution Date.  Any amount of Trust Advisor Expenses that are not reimbursed on a Distribution Date because of the limitations set forth in the immediately preceding sentence will be payable on the next Distribution Date to the extent funds are sufficient, in accordance with such limitations, to make such payments.  If the only Principal Balance Certificates that remain outstanding at any time are Control Eligible Certificates, the trust advisor will not be entitled to seek payment of Trust Advisor Expenses from the Issuing Entity or any Holder of a Control Eligible Certificate.

“Trust Advisor Expenses” for each Distribution Date will equal any unreimbursed indemnification amounts and other expenses payable to the trust advisor pursuant to the Pooling and Servicing Agreement (other than the Trust Advisor Fee); provided that Trust Advisor Expenses will not include any expenses paid from the TA Unused Fees Account.

“Excess Trust Advisor Expenses” for each Distribution Date will equal the Trust Advisor Expenses for such Distribution Date less the amount of any such Trust Advisor Expenses allocated to reduce the aggregate Distributable Certificate Interest of the Class B Trust Component (and correspondingly, the Class B Certificates and the Class PST Component B, pro rata, based on their respective percentage interests in the Class B Trust Component), the Class C Trust Component (and correspondingly, the Class C Certificates and the Class PST Component C, pro rata, based on their respective percentage interests in the Class C Trust Component) and the Class D, Class E and Class F Certificates for such Distribution Date.

Fees and Expenses

The amounts available for distribution on the Certificates on any Distribution Date will generally be net of the following amounts:

Recipient	Description	Rate or Amount	Frequency	Source of Payment
Certificate Administrator	Certificate Administrator Fee(1)	0.0051%	monthly	General collections
Master Servicer	Master Servicing Fee(1)	0.0100%-0.0200%(2)	monthly	General collections
Master Servicer	Prepayment Interest Excesses(1)	varies	from time to time	Any Prepayment Interest Excesses
Special Servicer	Special Servicing Fee(1)	0.25%	monthly	General collections
Special Servicer	Workout Fee(1)	1.0%	monthly	Related post-workout collections of principal and/or interest
Special Servicer	Liquidation Fee(1)	1.0%	upon receipt	Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds from the liquidation or final disposition of the related mortgage loan (or REO Property)
Master Servicer and Special Servicer	Fees collected from borrowers(1)	varies	from time to time	Fees actually collected from borrowers

Certificate Administrator, Master Servicer and Special Servicer	Investment income(1)	varies	monthly	Investment income actually earned
Trust Advisor	Trust Advisor Fee(1)	0.00125%	monthly	General collections (other than with respect to any Non-Serviced Mortgage Loan or the Marriott Chicago River North Hotel Mortgage Loan)
Trust Advisor	Trust Advisor	varies	from time to	General collections (to the extent allocable to the Class A-1

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	Expenses(1)		time	through Class F and Class PST Certificates)
Master Servicer, Special Servicer and Trustee	Servicing Advances(3)	varies	from time to time	Recoveries on the related mortgage loan, or to the extent that the party making the Advance determines it is nonrecoverable, from general collections, or with respect to recoveries of Workout-Delayed Reimbursement Amounts, from collections of principal
Master Servicer, Special Servicer and Trustee	Interest on Servicing Advances(3)	Advance Rate	when Advance is reimbursed	First from Penalty Charges, Allocable Modification Fees and Excess Liquidation Proceeds and then from general collections
Master Servicer and Trustee	P&I Advances(3)	varies	from time to time	Recoveries on the related mortgage loan, or to the extent that the party making the Advance determines it is nonrecoverable, from general collections, or with respect to recoveries of Workout-Delayed Reimbursement Amounts, from collections of principal
Master Servicer and Trustee	Interest on P&I Advances(3)	Advance Rate	when Advance is reimbursed	First from Penalty Charges, Allocable Modification Fees and Excess Liquidation Proceeds and then from general collections
Depositor, Trustee, Certificate Administrator, Custodian, Certificate Registrar, Master Servicer, Special Servicer, Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, and Non-Serviced Mortgage Loan Trustee	Indemnification expenses(4)	varies	from time to time	General collections
CREFC®	CREFC® License Fee	0.0005%	monthly	General collections
Third Parties	Issuing Entity expenses not Advanced(5)	varies	from time to time	General collections

1. For additional information regarding the fees, entitlements to reimbursement and compensation of the certificate administrator, the trustee, the custodian, the master servicer, the special servicer and the trust advisor, see “DESCRIPTION OF THE OFFERED CERTIFICATES—Matters Regarding the Certificate Administrator”, “—The Trustee” and “—The Custodian” below and “SERVICING OF THE MORTGAGE LOANS—The Master Servicer—Master Servicer Compensation,” “—The Special Servicer—Special Servicer Compensation” and “—The Trust Advisor” in this free writing prospectus.  The Southdale Center Mortgage Loan is serviced pursuant to the pooling and servicing agreement for the MSBAM 2013-C10 securitization and accordingly the fees and expenses applicable to the Southdale Center Mortgage Loan under the pooling and servicing agreement for this transaction are limited to the Master Servicing Fee, the Certificate Administrator Fee and the CREFC® License Fee.  On and after the Marriott Chicago River North Hotel Companion Loan Securitization Date, the Marriott Chicago River North Hotel Mortgage Loan will be serviced pursuant to the pooling and servicing agreement entered into pursuant to such other securitization and accordingly the fees and expenses applicable to the Marriott Chicago River North Hotel Mortgage Loan under the pooling and servicing agreement for this transaction are limited to the Master Servicing Fee, the Certificate Administrator Fee and the CREFC® License Fee. The Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer and Non-Serviced Mortgage Loan Trustee with respect to such mortgage loan will be entitled to compensation under the related pooling and servicing agreement substantially similar to that received by the master servicer, special servicer and trustee under the Pooling and Servicing Agreement.   See “DESCRIPTION OF THE MORTGAGE POOL—The Non-Serviced Loan Combinations—The Southdale Center Non-Serviced Loan Combination,” “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” and “SERVICING OF THE MORTGAGE LOANS—The Master Servicer—Master Servicer Compensation.”

2. However, the “Master Servicing Fee Rate with respect to (i) the Southdale Center Mortgage Loan is 0.01% per annum (the master servicer under the MSBAM 2013-C10 securitization is entitled to a servicing fee with respect to the Southdale Center Mortgage Loan payable at a rate equal to the related Pari Passu Loan Primary Servicing Fee Rate of 0.01% per annum) and (ii) the Marriott Chicago River North Hotel Mortgage Loan (on and after the Marriott Chicago River North Hotel Companion Loan Securitization Date) is 0.01% per annum (Wells Fargo Bank, National Association, as primary servicer, will be entitled to a primary servicing fee with respect to the Marriott Chicago River North Hotel Mortgage Loan before and after the Marriott Chicago River North Hotel Companion Loan Securitization Date payable at a rate equal to the related Pari Passu Loan Primary Servicing Fee Rate). See “DESCRIPTION OF THE MORTGAGE POOL—The Non-Serviced Loan Combinations—The Southdale Center Non-Serviced Loan Combination” and “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs—The Marriott Chicago River North Hotel Loan Pair.”

3. For additional information regarding Advances, see “DESCRIPTION OF THE OFFERED CERTIFICATES—Advances” in this free writing prospectus.  For information regarding Advances with respect to the Westfield Countryside Mortgage Loan, The Mall at Tuttle Crossing Mortgage Loan, the Southdale Center Mortgage Loan and the Marriott Chicago River North Hotel Mortgage Loan, see “DESCRIPTION OF THE OFFERED CERTIFICATES—Advances—Matters Relating to Loan Pairs and Non-Serviced Loan Combinations” in this free writing prospectus.

4. See “DESCRIPTION OF THE OFFERED CERTIFICATES—Matters Regarding the Certificate Administrator,” “—The Trustee,” “SERVICING OF THE MORTGAGE LOANS—General” and “—The Trust Advisor” in this free writing prospectus.

5. The Issuing Entity may incur additional expenses, including without limitation environmental remediation costs and costs incurred to operate REO Properties.

The Pooling and Servicing Agreement does not provide for any successor master servicer, special servicer (unless, in the case of the special servicer only, a successor cannot be found for existing compensation), trustee, certificate administrator, custodian or trust advisor, as the case may be, to receive compensation in excess of that permitted its predecessor.  Any change to the compensation of the master servicer, the special servicer, the certificate administrator, the trust advisor, the trustee or the custodian would require an amendment to the Pooling and Servicing Agreement.

Application of the Available Distribution Amount

On each Distribution Date, except as described under “—Optional Termination” below, for so long as any Class of Offered Certificates remains outstanding, the certificate administrator will apply the Available Distribution

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Amount (other than Excess Interest and Excess Liquidation Proceeds), if any for such date, for the following purposes and in the following order of priority:

● first, to the Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, 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 Distributable Certificate Interest for those classes;

● second, to the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 Certificates, in reduction of the Certificate Principal Balance of those classes, in the following priority:

(i)       to the Class A-AB Certificates, in an amount equal to the Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of the Class A-AB Certificates has been reduced to the Planned Principal Balance for such Distribution Date;

(ii)     to the Class A-1 Certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in clause (i) above) for such Distribution Date, until the Certificate Principal Balance of the Class A-1 Certificates is reduced to zero;

(iii)    to the Class A-2 Certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in clauses (i) and (ii) above) for such Distribution Date, until the Certificate Principal Balance of the Class A-2 Certificates is reduced to zero;

(iv)    to the Class A-3 Certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in clauses (i), (ii) and (iii) above) for such Distribution Date, until the aggregate Certificate Principal Balance of the Class A-3 Certificates is reduced to zero;

(v)     to the Class A-4 Certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in clauses (i) through (iv) above) for such Distribution Date, until the Certificate Principal Balance of the Class A-4 Certificates is reduced to zero; and

(vi)    to the Class A-AB Certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in clauses (i) through (v) above) for such Distribution Date, until the Certificate Principal Balance of the Class A-AB Certificates is reduced to zero;

● third, to the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 Certificates, up to an amount equal to, and pro rata based upon, the aggregate unreimbursed Collateral Support Deficit previously allocated to each such Class, plus interest on that amount at the Pass Through Rate for such Class from the date the related Collateral Support Deficit was allocated to such Class;

● fourth, concurrently, to the Class A-S Certificates, in respect of interest, up to an amount equal to the Class A-S Percentage Interest of the Distributable Certificate Interest of the Class A-S Trust Component for such Distribution Date, and to the Class PST Certificates, in respect of interest, up to an amount equal to the Class A-S-PST Percentage Interest of the Distributable Certificate Interest of the Class A-S Trust Component for such Distribution Date, pro rata, in proportion to their respective percentage interests in the Class A-S Trust Component;

● fifth, concurrently, to the Class A-S Certificates, in reduction of their Certificate Principal Balance, up to an amount equal to the Class A-S Percentage Interest of the Principal Distribution Amount for such Distribution Date (less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses), and to the Class PST Certificates, in reduction of their Certificate Principal Balance, up to an amount equal to the Class A-S-PST Percentage Interest of the Principal Distribution Amount for such Distribution Date (less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses), pro rata, in proportion to their respective percentage interests in the Class A-S Trust Component, until their Certificate Principal Balances are reduced to zero;

● sixth, concurrently, to the Class A-S Certificates, up to an amount equal to the Class A-S Percentage Interest of the aggregate unreimbursed Collateral Support Deficit previously allocated to the Class A-S

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Trust Component, plus interest on that amount at the Pass-Through Rate for the Class A-S Certificates from the date the related Collateral Support Deficit was allocated to the Class A-S Trust Component, and to the Class PST Certificates, up to an amount equal to the Class A-S-PST Percentage Interest of the aggregate unreimbursed Collateral Support Deficit previously allocated to the Class A-S Trust Component, plus interest on that amount at the Pass-Through Rate for the Class A-S Certificates from the date the related Collateral Support Deficit was allocated to the Class A-S Trust Component, pro rata, in proportion to their respective percentage interests in the Class A-S Trust Component;

● seventh, concurrently, to the Class B Certificates, in respect of interest, up to an amount equal to the Class B Percentage Interest of the Distributable Certificate Interest of the Class B Trust Component for such Distribution Date, and to the Class PST Certificates, in respect of interest, up to an amount equal to the Class B-PST Percentage Interest of the Distributable Certificate Interest of the Class B Trust Component for such Distribution Date, pro rata, in proportion to their respective percentage interests in the Class B Trust Component;

● eighth, concurrently, to the Class B Certificates, in reduction of their Certificate Principal Balance, up to an amount equal to the Class B Percentage Interest of the Principal Distribution Amount for such Distribution Date (less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses), and to the Class PST Certificates, in reduction of their Certificate Principal Balance, up to an amount equal to the Class B-PST Percentage Interest of the Principal Distribution Amount for such Distribution Date (less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses), pro rata, in proportion to their respective percentage interests in the Class B Trust Component, until their Certificate Principal Balances are reduced to zero;

● ninth, concurrently, to the Class B Certificates, up to an amount equal to the Class B Percentage Interest of the aggregate unreimbursed Collateral Support Deficit previously allocated to the Class B Trust Component, plus interest on that amount at the Pass-Through Rate for the Class B Certificates from the date the related Collateral Support Deficit was allocated to the Class B Trust Component, and to the Class PST Certificates, up to an amount equal to the Class B-PST Percentage Interest of the aggregate unreimbursed Collateral Support Deficit previously allocated to the Class B Trust Component, plus interest on that amount at the Pass-Through Rate for the Class B Certificates from the date the related Collateral Support Deficit was allocated to the Class B Trust Component, pro rata, in proportion to their respective percentage interests in the Class B Trust Component;

● tenth, concurrently, to the Class C Certificates, in respect of interest, up to an amount equal to the Class C Percentage Interest of the Distributable Certificate Interest of the Class C Trust Component for such Distribution Date, and to the Class PST Certificates, in respect of interest, up to an amount equal to the Class C-PST Percentage Interest of the Distributable Certificate Interest of the Class C Trust Component for such Distribution Date, pro rata, in proportion to their respective percentage interests in the Class C Trust Component;

● eleventh, concurrently, to the Class C Certificates, in reduction of their Certificate Principal Balance, up to an amount equal to the Class C Percentage Interest of the Principal Distribution Amount for such Distribution Date (less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses), and to the Class PST Certificates, in reduction of their Certificate Principal Balance, up to an amount equal to the Class C-PST Percentage Interest of the Principal Distribution Amount for such Distribution Date (less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses), pro rata, in proportion to their respective percentage interests in the Class C Trust Component, until their Certificate Principal Balances are reduced to zero;

● twelfth, concurrently, to the Class C Certificates, up to an amount equal to the Class C Percentage Interest of the aggregate unreimbursed Collateral Support Deficit previously allocated to the Class C Trust Component, plus interest on that amount at the Pass-Through Rate for the Class C Certificates from the date the related Collateral Support Deficit was allocated to the Class C Trust Component, and to the Class PST Certificates, up to an amount equal to the Class C-PST Percentage Interest of the aggregate unreimbursed Collateral Support Deficit previously allocated to the Class C Trust Component, plus interest

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on that amount at the Pass-Through Rate for the Class C Certificates from the date the related Collateral Support Deficit was allocated to the Class C Trust Component, pro rata, in proportion to their respective percentage interests in the Class C Trust Component; and

● thirteenth, to make payments to the Holders of the Privately Offered Certificates (other than the Class X-B Certificates) as contemplated below.

Notwithstanding the foregoing, on each Distribution Date occurring on and after the date the Certificate Principal Balance of all Principal Balance Certificates (other than the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 Certificates) has been reduced to zero (that date, the “Cross Over Date”), or the aggregate Appraisal Reduction is greater than or equal to the Certificate Principal Balance of all Principal Balance Certificates (other than the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 Certificates), regardless of the allocation of principal payments described in priority second above, the Principal Distribution Amount for such Distribution Date is required to be distributed, pro rata (based on their respective outstanding Certificate Principal Balances), among the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 Certificates.

On each Distribution Date, following the above-described distributions on the Offered Certificates, the certificate administrator will apply the remaining portion, if any, of the Available Distribution Amount (other than Excess Interest and Excess Liquidation Proceeds) for such date to make payments to the Holders of each of the respective other Classes of Subordinate Certificates, in alphabetical order of Class designation, in each case for the following purposes and in the following order of priority, that is, payments under clauses first, second and third below, in that order, to the Holders of the Class D Certificates, then payments under clauses first, second and third below, in that order, to the Holders of the Class E, Class F, Class G, Class H and Class J Certificates, in that order:

● first, to pay interest to the Holders of the particular Class of Certificates, up to an amount equal to the Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date;

● second, if the aggregate Certificate Principal Balance of each other Class of Subordinate Certificates, if any, with an earlier alphabetical Class designation has been reduced to zero, to pay principal to the Holders of the particular Class of Certificates, up to an amount equal to the lesser of (a) the then outstanding aggregate Certificate Principal Balance of such Class of Certificates and (b) the remaining Principal Distribution Amount for such Distribution Date; and

● third, to the Holders of the particular Class of Certificates, up to an amount equal to the aggregate of unreimbursed Collateral Support Deficit previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class from the date of the related Collateral Support Deficit was allocated to such Class.

Any portion of the Available Distribution Amount for any Distribution Date that is not otherwise payable to the Holders of the Principal Balance Certificates and the Class X Certificates as contemplated above, will be paid to the Holders of the Class R Certificates, and any amount of Excess Interest, if applicable, on deposit in the Excess Interest Sub-account for the related Collection Period will be paid to the Holders of the Class J Certificates (regardless of whether the Certificate Principal Balance of such Class has been reduced to zero).  Excess Interest, if any, will not be available to make distributions to any other class of Certificates or to provide credit support for other classes of Certificates or offset any interest shortfalls or to pay any other amounts to any other party under the Pooling and Servicing Agreement.

Distributions made on the Class A-S Certificates and, to the extent that they evidence the Class PST Component A-S, the Class PST Certificates as described above will be deemed to have been made on the Class A-S Trust Component.  Distributions made on the Class B Certificates and, to the extent that they evidence the Class PST Component B, the Class PST Certificates as described above will be deemed to have been made on the Class B Trust Component.  Distributions made on the Class C Certificates and, to the extent that they evidence the Class PST Component C, the Class PST Certificates as described above will be deemed to have been made on the Class C Trust Component.

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Class A-AB Planned Principal Balance

On each Distribution Date prior to the Cross Over Date, the Class A-AB Certificates have priority with respect to receiving distributions of principal to reduce its Certificate Principal Balance to the Planned Principal Balance for such Distribution Date as described in “—Distributions—Application of the Available Distribution Amount” above.  The “Planned Principal Balance” for any Distribution Date is the balance shown for such Distribution Date in the table set forth in APPENDIX VII to this free writing prospectus.  These balances were calculated using, among other things, the Structuring Assumptions.  Based on such assumptions, the Certificate Principal Balance of the Class A-AB Certificates on each Distribution Date would be reduced to the balance indicated for the related Distribution Date on APPENDIX VII.  There is no assurance, however, that the mortgage loans will perform in conformity with the Structuring Assumptions.  Therefore, there can be no assurance that the Certificate Principal Balance of the Class A-AB Certificates on any Distribution Date will be equal to the balance that is specified for such Distribution Date on APPENDIX VII.  In general, once the Certificate Principal Balances of the Class A-1, Class A-2, Class A-3 and Class A-4 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-AB Certificates until the Certificate Principal Balance of the Class A-AB Certificates is reduced to zero.

Distributions of Prepayment Premiums and Yield Maintenance Charges

On any Distribution Date, Prepayment Premiums or Yield Maintenance Charges collected in respect of each mortgage loan (but not any B Note or Serviced Companion Loan, with respect to which any Prepayment Premium or Yield Maintenance Charge is payable to the related holder) included in the Issuing Entity during the related Collection Period will be distributed by the certificate administrator on the classes of Certificates or Trust Components as follows:  to each class of Principal Balance Certificates (other than the Class D, Class E or Class F Certificates, the Exchangeable Certificates and the Control Eligible Certificates) or Trust Component then entitled to distributions of principal on such Distribution Date, an amount equal to the product of (a) a fraction, the numerator of which is the amount distributed as principal to that class or Trust Component on that Distribution Date, and the denominator of which is the total amount distributed as principal to all such classes of Principal Balance Certificates and Trust Components on that Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and that class or Trust Component and (c) the amount of the Prepayment Premium or Yield Maintenance Charge collected in respect of such Principal Prepayment during the related Collection Period.  Any Prepayment Premiums or Yield Maintenance Charges relating to the mortgage loans in the Issuing Entity and collected during the related Collection Period remaining after those distributions described above (as to the applicable Distribution Date, the “Class X YM Distribution Amount”), will be distributed to the Holders of the Class X Certificates as follows:  first, to Holders of the Class X-A Certificates in an amount equal to the product of (a) a fraction, the numerator of which is the total amount of principal distributed with respect to the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 Certificates and the Class A-S Trust Component on the applicable Distribution Date, and the denominator of which is the total principal distributed with respect to the Principal Balance Certificates (other than the Exchangeable Certificates) on the applicable Distribution Date, multiplied by (b) the Class X YM Distribution Amount for the applicable Distribution Date; and second, to the Holders of the Class X-B Certificates in an amount equal to the portion of the Class X YM Distribution Amount remaining after the distributions to the Holders of the Class X-A Certificates. Distributions of Prepayment Premiums and Yield Maintenance Charges made on the Class A-S Trust Component, the Class B Trust Component and the Class C Trust Component will be distributed to the Class A-S Certificates and Class PST Component A-S, the Class B Certificates and Class PST Component B, and the Class C Certificates and Class PST Component C, respectively, in each case pro rata in proportion to the respective percentage interests of the related Trust Component represented by such Class and such Class PST Component.  Distributions of Prepayment Premiums and Yield Maintenance Charges made on the PST Components will correspondingly be made to the Class PST Certificates.

“Prepayment Premium” means, with respect to any mortgage loan, B Note or Serviced Companion Loan for any Distribution Date, prepayment premiums and charges, if any, calculated solely as a fixed percentage of the amount prepaid and received during the related Collection Period in connection with Principal Prepayments on such mortgage loan, B Note or Serviced Companion Loan.

“Yield Maintenance Charge” means, with respect to any mortgage loan, B Note or Serviced Companion Loan for any Distribution Date, yield maintenance charges, if any, received during the related Collection Period in

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connection with Principal Prepayments on such mortgage loan, B Note or Serviced Companion Loan.  The method of calculation of any Prepayment Premium or Yield Maintenance Charge will vary for any mortgage loan as presented in APPENDIX I to this free writing prospectus.

The “Base Interest Fraction,” with respect to any Principal Prepayment of any mortgage loan that provides for payment of a Prepayment Premium or Yield Maintenance Charge, and with respect to any class of Principal Balance Certificates (other than the Class D, Class E and Class F Certificates, the Exchangeable Certificates and the Control Eligible Certificates) or any Trust Component is a fraction (A) whose numerator is the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on that class of Certificates or Trust Component, as applicable, and (ii) the applicable Discount Rate and (B) whose denominator is the difference between (i) the mortgage rate on the related mortgage loan and (ii) the applicable Discount Rate; provided that under no circumstances will the Base Interest Fraction be greater than one.  If the Discount Rate referred to above is greater than or equal to the mortgage rate on the related mortgage loan, then the Base Interest Fraction will equal zero; provided, further, that if the Discount Rate referred to above is greater than or equal to the mortgage rate on the related mortgage loan, but is less than the Pass-Through Rate on the subject class or Trust Component, then the Base Interest Fraction will be equal to 1.0.

“Principal Prepayments” means any voluntary or involuntary payment or collection of principal on a mortgage loan, B Note or Serviced Companion Loan which is received or recovered in advance of its scheduled Due Date and applied to reduce the principal balance of the mortgage loan, B Note or Serviced Companion Loan in advance of its scheduled Due Date.

The “Discount Rate” means, for the purposes of the distribution of Prepayment Premiums or Yield Maintenance Charges (i) if a discount rate was used in the calculation of the applicable Yield Maintenance Charge or Prepayment Premium pursuant to the terms of the related mortgage loan, that discount rate, converted (if necessary) to a monthly equivalent yield, and (ii) if a discount rate was not used in the calculation of the applicable Yield Maintenance Charge or Prepayment Premium pursuant to the terms of the related mortgage loan, the rate which, when compounded monthly, is equivalent to the Treasury Rate when compounded semi-annually.

“Treasury Rate” is the yield calculated by the linear interpolation of the yields, as reported in 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 the relevant Principal Prepayment, of U.S. Treasury constant maturities with a maturity date, one longer and one shorter, most nearly approximating the maturity date (or Anticipated Repayment Date, if applicable) of the mortgage loan prepaid.  If Release H.15 is no longer published, the certificate administrator will select a comparable publication to determine the Treasury Rate.

No Prepayment Premiums or Yield Maintenance Charges will be distributed to Holders of the Class D, Class E, Class F Certificates, the Control Eligible Certificates or the Class R Certificates.  Any Prepayment Premiums or Yield Maintenance Charges distributed to Holders of a class of Certificates may not be sufficient to compensate those Holders for any loss in yield attributable to the related Principal Prepayments.

Treatment of REO Properties

Notwithstanding that any mortgaged property may be acquired by the Issuing Entity or its nominee through foreclosure, deed in lieu of foreclosure or otherwise, the related mortgage loan will be treated as having remained outstanding until such REO Property is liquidated for purposes of, among other things, determining Pass-Through Rates of, distributions on and allocations of Collateral Support Deficit to the Certificates and Trust Components, as well as the amount of Master Servicing Fees, Trust Advisor Fees, Certificate Administrator Fees (which includes the Trustee Fee and the Custodian Fee), Special Servicing Fees and CREFC® License Fees payable under the Pooling and Servicing Agreement.  In connection therewith, operating revenues and other proceeds derived from such REO Property, exclusive of related operating costs, will be “applied” by the master servicer as principal, interest and other amounts “due” on such mortgage loan.  Subject to the recoverability determination described under “—Advances” below and the effect of any Appraisal Reductions described under “—Appraisal Reductions” below, the master servicer will be required to make P&I Advances in respect of such mortgage loan, in all cases as if such mortgage loan had remained outstanding.  References to mortgage loan and mortgage loans in the definitions of Weighted Average Net Mortgage Rate and Principal Distribution Amount are intended to include any mortgage loan or mortgage loans as to which the related mortgaged property has become an REO Property.

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“REO Property” means any mortgaged property acquired on behalf of the Certificateholders in respect of a defaulted mortgage loan through foreclosure, deed in lieu of foreclosure or otherwise.  The term “REO Property” also includes any mortgaged property acquired under any Non-Serviced Mortgage Loan Pooling and Servicing Agreement (however, the special servicer will not have any obligations with respect to any such REO Property).

Allocation Priority of Mortgage Loan Collections

All amounts collected by or on behalf of the Issuing Entity in respect of any mortgage loan (other than an REO Mortgage Loan) in the form of payments from the related borrower, liquidation proceeds, condemnation proceeds or insurance proceeds (exclusive, if applicable, in the case of an A/B Whole Loan or Loan Pair, of any amounts payable to the holder of the related B Note or Serviced Companion Loan, as applicable, pursuant to the related Intercreditor Agreement), absent express provisions in the loan documents or related Intercreditor Agreement, or if and to the extent that such terms authorize the mortgagee to use its discretion, and in any event after an event of default under the related mortgage loan (to the extent not cured or waived), will 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 such mortgage loan and unpaid interest on all Advances and, if applicable, unreimbursed and unpaid Additional Trust Expenses with respect to such mortgage loan;

Second, as a recovery of Nonrecoverable Advances with respect to such mortgage loan and any interest thereon to the extent previously reimbursed or paid, as the case may be, from collections with respect to other mortgage loans;

Third, to the extent not previously allocated pursuant to clause First, as a recovery of accrued and unpaid interest on the related mortgage loan (exclusive of default interest and Excess Interest) to the extent of the excess of (A) 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 from the related borrower, through the related Due Date), over (B) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such mortgage loan that have theretofore occurred in connection with Appraisal Reductions (to the extent that 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 then due and owing, including by reason of acceleration of such mortgage loan following a default thereunder (or, if such 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 theretofore occurred in connection with related Appraisal Reductions (to the extent that collections have not been allocated as a 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 Prepayment Premiums and/or Yield Maintenance Charges then due and owing under such mortgage loan;

Ninth, as a recovery of any default interest or late fees then due and owing under such mortgage loan;

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Tenth, as a recovery of any Assumption Fees, assumption application 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, and, if applicable, accrued and unpaid Excess Interest;

Twelfth, as a recovery of any remaining principal of such mortgage loan to the extent of its entire remaining unpaid principal balance; and

    Thirteenth, in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;

provided that, to the extent required under the REMIC provisions of the Code, payments or proceeds received with respect to any partial release of a mortgaged property if, immediately following such release, the loan-to-value ratio of the related mortgage loan exceeds 125% (based solely on the value of real property and excluding personal property and going concern value, if any), 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 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 an A/B Whole Loan or Loan Pair, exclusive of any amounts payable to the holder of the related B Note or Serviced Companion Loan, as applicable, pursuant to the related Intercreditor Agreement) will be deemed allocated for purposes of collecting amounts due under the related REO Mortgage Loan in the following order of priority:

First, as a recovery of any unreimbursed Advances with respect to such REO Mortgage Loan and unpaid interest on all Advances and, if applicable, unreimbursed and unpaid Additional Trust Expenses with respect to such REO Mortgage Loan;

Second, as a recovery of Nonrecoverable Advances with respect to such REO Mortgage Loan and any interest thereon to the extent previously reimbursed or paid, as the case may be, from collections with respect to other REO Mortgage Loans;

Third, to the extent not previously allocated pursuant to clause First, as a recovery of accrued and unpaid interest on such REO Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess of (A) 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 (B) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such REO Mortgage Loan that have theretofore occurred in connection with Appraisal Reductions (to the extent that collections have not been allocated as a recovery of accrued and unpaid interest pursuant to clause Fifth below and clause Fifth of the preceding paragraph on earlier dates);

Fourth, to the extent not previously allocated pursuant to clause First, as a recovery of principal of such REO Mortgage Loan to the extent of its entire unpaid principal balance;

Fifth, as a recovery of accrued and unpaid interest on such REO 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 theretofore occurred in connection with related Appraisal Reductions (to

the extent that collections have not theretofore been allocated as a recovery of accrued and unpaid interest pursuant to this clause Fifth and clause Fifth of the preceding paragraph on earlier dates);

Sixth, as a recovery of any Prepayment Premiums and/or Yield Maintenance Charges then due and owing under such REO Mortgage Loan;

Seventh, as a recovery of any default interest or late fees then due and owing under such REO Mortgage Loan;

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Eighth, as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under such REO Mortgage Loan;

Ninth, as a recovery of any other amounts then due and owing under such REO Mortgage Loan, and, if applicable, accrued and unpaid Excess Interest; and

Tenth, in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest.

Subordination; Allocation of Collateral Support Deficit

As and to the extent described in this free writing prospectus, the rights of Holders of the Subordinate Certificates to receive distributions of amounts collected or advanced on the mortgage loans will be subordinated, to the extent described in this free writing prospectus, to the rights of Holders of the Senior Certificates, to the rights of the Holders of each other class of Subordinate Certificates with an earlier alphabetical class designation and to the rights of the Holders of the Class PST Certificates in respect of Class PST Components that have an earlier alphabetical designation (see “—Distributions—Application of the Available Distribution Amount” above and the Collateral Support Deficit allocation priority described below).  This subordination is intended to enhance the likelihood of timely receipt by the Holders of the Senior Certificates of the full amount of all interest payable in respect of the Senior Certificates on each Distribution Date, and the ultimate receipt by the Holders of each class of Class A Senior Certificates of principal in an amount equal to the entire Certificate Principal Balance of the Class A Senior Certificates.

Similarly, but to decreasing degrees and generally in alphabetical order of class designation, this subordination is also intended to enhance the likelihood of timely receipt by the Holders of the Subordinate Certificates (other than the Class J Certificates, which do not have the benefit of effective subordination), and if applicable, by the Holders of the Class PST Certificates in respect of the respective Class PST Components that have the same distribution priority as the corresponding Subordinate Certificates, of the full amount of interest payable in respect of such classes of Certificates or Class PST Components on each Distribution Date, and the ultimate receipt by such Holders of principal equal to, in each case, the entire Certificate Principal Balance of such class of Certificates or Class PST Component.  This subordination will be accomplished by the application of the Available Distribution Amount on each Distribution Date in accordance with the order of priority described above under “—Distributions—Application of the Available Distribution Amount” and by the allocation of a Collateral Support Deficit as described below.  No other form of credit support will be available for the benefit of the Holders of the Certificates.

Allocation to the Class A Senior Certificates, for so long as they are outstanding, of the entire Principal Distribution Amount for each Distribution Date will generally have the effect of reducing the aggregate Certificate Principal Balance of those classes at a faster rate than would be the case if principal payments were allocated pro rata to all classes of Principal Balance Certificates.  Thus, as principal is distributed to the Holders of the Class A Senior Certificates, the percentage interest in the Issuing Entity evidenced by the Class A Senior Certificates will be decreased, with a corresponding increase in the percentage interest in the Issuing Entity evidenced by the Subordinate Certificates, thereby increasing, relative to their respective Certificate Principal Balances, the subordination afforded the Class A Senior Certificates by the Subordinate Certificates.

Following retirement of the Class A Senior Certificates, the successive allocation to the Subordinate Certificates and to the various Class PST Components, all in alphabetical order of class or component designation, in each case until such class or component is paid in full, of the entire Principal Distribution Amount for each Distribution Date will generally provide a similar benefit to each such class of Certificates or the Class PST Certificates in respect of such Class PST Component as regards the relative amount of subordination afforded by the other classes of Subordinate Certificates, and Class PST Components, with later alphabetical class or component designations.

On each Distribution Date, immediately following the distributions made to the Certificateholders on that date, the certificate administrator is required to calculate the amount, if any, by which (1) the aggregate Stated Principal Balance of the mortgage loans, including any REO Mortgage Loans, expected to be outstanding immediately following that Distribution Date is less than, (2) the aggregate Certificate Principal Balance of the Principal Balance Certificates after giving effect to distributions of principal on that Distribution Date and the allocation of any Excess Trust Advisor Expenses to reduce the Certificate Principal Balance of the Principal Balance Certificates that are not

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Control Eligible Certificates on that Distribution Date (any deficit, “Collateral Support Deficit”).  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, special 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.

On each Distribution Date, the certificate administrator will be required to allocate any Collateral Support Deficit to the classes of Principal Balance Certificates (other than the Exchangeable Certificates) and Trust Components in the following order:  to the Class J, Class H, Class G, Class F, Class E and Class D Certificates, the Class C Trust Component (and correspondingly, the Class C Certificates and the Class PST Component C, pro rata, based on their respective percentage interests in the Class C Trust Component), the Class B Trust Component (and correspondingly, the Class B Certificates and the Class PST Component B, pro rata, based on their respective percentage interests in the Class B Trust Component) and the Class A S Trust Component (and correspondingly, the Class A-S Certificates and the Class PST Component A-S, pro rata, based on their respective percentage interests in the Class A-S Trust Component), in each case in respect of and until the remaining Certificate Principal Balance of that class of Certificates or Trust Component has been reduced to zero.  Following the reduction of the Certificate Principal Balances of all classes of Subordinate Certificates to zero, the certificate administrator will be required to allocate the Collateral Support Deficit to the classes of Class A Senior Certificates, pro rata (based upon their respective Certificate Principal Balances), until the remaining Certificate Principal Balances of the Class A Senior Certificates have been reduced to zero.  Trust Advisor Expenses will be allocated to the Principal Balance Certificates (other than the Exchangeable Certificates and the Control Eligible Certificates) and Trust Components as described under “—Distributions—Allocation of Trust Advisor Expenses” in this free writing prospectus.  Collateral Support Deficits will be allocated to the Class PST Certificates in an amount equal to the aggregate amount of Collateral Support Deficits allocated to the Class PST Components.  Any Collateral Support Deficit allocated to a class of Certificates will be allocated to the respective Certificates of such class in proportion to the Percentage Interests evidenced by the respective Certificates.

On each Distribution Date, following allocation of any Collateral Support Deficit as described in the preceding paragraph, amounts on deposit in the Excess Liquidation Proceeds Reserve Account will be used:  first, to reimburse the Principal Balance Certificates (other than the Exchangeable Certificates), the Trust Components and the Class X Certificates (in the same order of priority that the Available Distribution Amount would be applied for this purpose) for any, and to the extent of, Unpaid Interest due and owing to such classes or the Trust Components; and second, to reimburse the Principal Balance Certificates (other than the Exchangeable Certificates) or the Trust Components (in the same order of priority that the Available Distribution Amount would be applied for this purpose) for any, and to the extent of, unreimbursed Collateral Support Deficits previously allocated to such classes or Trust Components, together with interest on such Collateral Support Deficits at the applicable Pass-Through Rate, in each case from the date of allocation.

Further, on each Distribution Date, following application of amounts on deposit in the Excess Liquidation Proceeds Reserve Account as described in the preceding paragraph, amounts on deposit in the TA Unused Fees Account will be used:  first, to pay any current unreimbursed Trust Advisor Expenses payable to the trust advisor pursuant to the Pooling and Servicing Agreement; second, to reimburse each class of Principal Balance Certificates (other than the Exchangeable Certificates) and the Trust Components to the extent of any Trust Advisor Expenses that were actually applied to reduce the Distributable Certificate Interest or Certificate Principal Balance of such class of Certificates or Trust Component on any Distribution Date, which amounts will be allocated first, as a recovery of principal in the reverse order in which they were allocated to reduce the Certificate Principal Balances of the related class of Certificates or Trust Component and then, as recoveries of interest to the Class B Trust Component (and correspondingly, the Class B Certificates and the Class PST Component B, pro rata, based on their respective percentage interests in the Class B Trust Component), the Class C Trust Component (and correspondingly, the Class C Certificates and the Class PST Component C, pro rata, based on their respective percentage interests in the Class C Trust Component) the Class D Certificates, the Class E Certificates and the Class F Certificates, in that order; third, if such Distribution Date coincides with or follows the earlier of (x) the final Distribution Date and (y) the date that the aggregate Certificate Principal Balance of the Principal Balance Certificates, other than the Control Eligible Certificates, has been reduced to zero, to reimburse the Principal Balance Certificates (other than the Exchangeable Certificates) and the Trust Components (in the same order of priority that the Available Distribution Amount would be applied for this purpose) for any, and to the extent of,

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unreimbursed Collateral Support Deficits previously allocated to such classes or Trust Components, together with interest on such Collateral Support Deficits at the applicable Pass-Through Rate, in each case from the date of allocation), in each case from the date of allocation; and fourth, if such Distribution Date coincides with or follows the earlier of (x) the final Distribution Date and (y) the date that the aggregate Certificate Principal Balance of the Principal Balance Certificates, other than the Control Eligible Certificates, has been reduced to zero, to reimburse the Principal Balance Certificates (other than the Exchangeable Certificates), the Trust Components and the Class X Certificates (in the same order of priority that the Available Distribution Amount would be applied for this purpose) for any, and to the extent of, Unpaid Interest due and owing to such classes or Trust Components.

Any reimbursements of Advances determined to be nonrecoverable (and interest on such Advances) that are made in any Collection Period from collections or advances of principal that (in the absence of the reductions that we describe under the definition of Principal Distribution Amount) would otherwise be included in the total amount of principal distributable to Certificateholders for the related Distribution Date, will create a Collateral Support Deficit for such Distribution Date.  Such Collateral Support Deficit will be applied in accordance with the loss allocation rules described in the third preceding paragraph to reduce the Certificate Principal Balances of the Principal Balance Certificates (without accompanying principal distributions) on the Distribution Date for that Collection Period.

Mortgage loan losses, Collateral Support Deficits and Trust Advisor Expenses will not be allocated to the Class R Certificates and will not be directly allocated to the Class X Certificates or the Exchangeable Certificates.  However, the Notional Amounts of the classes of Class X Certificates will be reduced if the related classes of Principal Balance Certificates or Trust Components are reduced by such loan losses, such Collateral Support Deficits or Excess Trust Advisor Expenses.  Furthermore, the Certificate Principal Balances of the Exchangeable Certificates will be reduced if the related Trust Components are reduced by such losses, such Collateral Support Deficit or Excess Trust Advisor Expenses (in each case to the extent of their respective percentage interests of the related Trust Components).

In general, Collateral Support Deficits could result from the occurrence of:  (1) losses and other shortfalls on or in respect of the mortgage loans, including as a result of defaults and delinquencies on the mortgage loans, Nonrecoverable Advances made in respect of the mortgage loans, the payment to the special servicer of any compensation as described in “SERVICING OF THE MORTGAGE LOANS—The Special Servicer—Special Servicer Compensation” in this free writing prospectus, the payment of interest on Advances and certain servicing expenses and any other Additional Trust Expenses; and (2) certain unanticipated, non-mortgage loan specific expenses of the Issuing Entity, including certain reimbursements to the certificate administrator as described under “DESCRIPTION OF THE OFFERED CERTIFICATES—Matters Regarding the Certificate Administrator”, “—The Trustee—Trustee Compensation” and “—The Custodian” in this free writing prospectus or any other party to the Pooling and Servicing Agreement, and certain federal, state and local taxes, and certain tax-related expenses, payable by the Issuing Entity as described under “MATERIAL FEDERAL INCOME TAX CONSEQUENCES—Taxes That May Be Imposed on a REMIC” in this free writing prospectus.  Accordingly, the allocation of a Collateral Support Deficit as described above will constitute an allocation of losses and other shortfalls experienced by the Issuing Entity.

A class of Certificates will be considered outstanding until its Certificate Principal Balance or Notional Amount is reduced to zero; provided that in any event the Class J Certificates will be considered outstanding so long as Holders of such Certificates are entitled to receive Excess Interest, if any.

Notwithstanding the foregoing, amounts that might otherwise be distributable in respect of a more senior class of Certificates or Trust Component may be used to reimburse Trust Advisor Expenses without an offsetting reduction to amounts payable to the Control Eligible Certificates as described below under “—Distributions—Allocation of Trust Advisor Expenses.”  In addition, among the Principal Balance Certificates that are not Control Eligible Certificates, as a result of allocating Trust Advisor Expenses to reduce interest, a more senior class of Certificates or Trust Component may suffer a permanent reduction of interest even though the Certificate Principal Balance(s) of the more subordinate class or classes of Certificates has not been reduced to zero.

Any shortfall in the amount of the Distributable Certificate Interest paid with respect to any class of Certificates or Trust Component on any Distribution Date will result in Unpaid Interest for such class, which will be distributable in subsequent periods to the extent of funds available therefor.  “Unpaid Interest” means, on any

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Distribution Date with respect to any class of Certificates or Trust Component, the portion of Distributable Certificate Interest for such class or Trust Component remaining unpaid as of the close of business on the preceding Distribution Date.  Unpaid Interest for any class of non-Control Eligible Certificates or Trust Component will not include any reductions in the Distributable Certificate Interest resulting from allocations of Trust Advisor Expenses, except to the extent such reductions are reimbursed in accordance with the definition of Distributable Certificate Interest.

Realized losses and Additional Trust Expenses with respect to any mortgage loan that is part of a Loan Pair will equal a pro rata share (based on relative principal balance of such mortgage loan and the related Serviced Companion Loan, as applicable) of the amount of any loss calculated with respect to such Loan Pair.  Realized losses with respect to any A/B Whole Loan are to be allocated first to the related B Note and then to the related mortgage loan, and expenses are to be paid first out of collections on, and other proceeds of, the related B Note and then out of collections on, and other proceeds of, the related mortgage loan.  See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs”.

Allocation of Trust Advisor Expenses

On each Distribution Date, immediately prior to the distributions to be made to the Certificateholders on that date, the certificate administrator is required to allocate Trust Advisor Expenses to reduce the Distributable Certificate Interest for such Distribution Date for the Class F, Class E and Class D Certificates, the Class C Trust Component (and correspondingly, the Class C Certificates and the Class PST Component C, pro rata, based on their respective percentage interests in the Class C Trust Component) and Class B Trust Component (and correspondingly, the Class B Certificates and the Class PST Component B, pro rata, based on their respective percentage interests in the Class B Trust Component), in that order, in each case, until the Distributable Certificate Interest of such class or Trust Component for such Distribution Date has been reduced to zero.  Trust Advisor Expenses will not be allocated to reduce interest distributable to the Class A Senior Certificates, the Class A-S Trust Component (or, correspondingly, the Class A-S Certificates or the Class PST Component A-S), the Class X Certificates or the Control Eligible Certificates, which interest will be paid as if such Trust Advisor Expenses were not incurred.

To the extent that the amount of Trust Advisor Expenses with respect to a Distribution Date is greater than the aggregate amount of the Distributable Certificate Interest otherwise distributable to the Class B Trust Component (and correspondingly, the Class B Certificates and the Class PST Component B, pro rata, based on their respective percentage interests in the Class B Trust Component), the Class C Trust Component (and correspondingly, the Class C Certificates and the Class PST Component C, pro rata, based on their respective percentage interests in the Class C Trust Component) and the Class D, Class E and Class F Certificates for such Distribution Date, the resulting Excess Trust Advisor Expenses will be allocated to reduce the Principal Distribution Amount otherwise allocable to the Principal Balance Certificates that are not Control Eligible Certificates for such Distribution Date.  The Excess Trust Advisor Expenses will reduce the Principal Distribution Amount for the Principal Balance Certificates that are not Control Eligible Certificates for such Distribution Date and, to the extent of such reduction, will be allocated to reduce the Certificate Principal Balances of the following Classes of Certificates and Trust Components in the following order:  to the Class F, Class E and Class D Certificates, the Class C Trust Component (and correspondingly, the Class C Certificates and the Class PST Component C, pro rata, based on their respective percentage interests in the Class C Trust Component), the Class B Trust Component (and correspondingly, the Class B Certificates and the Class PST Component B, pro rata, based on their respective percentage interests in the Class B Trust Component) and the Class A-S Trust Component (and correspondingly, the Class A-S Certificates and the Class PST Component A-S, pro rata, based on their respective percentage interests in the Class A-S Trust Component), in each case, until the remaining Certificate Principal Balance of such class of Certificates or Trust Component has been reduced to zero.  Following the reduction of the Certificate Principal Balances of the foregoing classes of Principal Balance Certificates or Trust Components to zero, the certificate administrator will be required to allocate the remaining Excess Trust Advisor Expenses among the classes of Class A Senior Certificates, pro rata (based upon their respective Certificate Principal Balances), until the remaining Certificate Principal Balances of the Class A Senior Certificates have been reduced to zero.

Any Trust Advisor Expenses (or Excess Trust Advisor Expenses) allocated to a Class PST Component will in turn be allocated to the Class PST Certificates.  Any Trust Advisor Expenses (or Excess Trust Advisor Expenses)

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allocated to a class of Certificates will be allocated among the respective Certificates of such class in proportion to the Percentage Interests evidenced by the respective Certificates.  In the event that amounts distributable in respect of the Distributable Certificate Interest to the Class B Trust Component (and correspondingly, the Class B Certificates and the Class PST Component B, pro rata, based on their respective percentage interests in the Class B Trust Component) and Class C Trust Component (and correspondingly, the Class C Certificates and the Class PST Component C, pro rata, based on their respective percentage interests in the Class C Trust Component) and Class D, Class E and Class F Certificates or otherwise available as the indicated portion of the Principal Distribution Amount are insufficient to reimburse any related Trust Advisor Expenses on a Distribution Date, any unreimbursed Trust Advisor Expenses will remain unreimbursed until the next Distribution Date that such applicable amounts are available.  In no event will any Trust Advisor Expenses or Excess Trust Advisor Expenses reduce or delay in any manner any principal or interest (or Excess Interest with respect to the Class J Certificates) payable in respect of the Control Eligible Certificates, and such Control Eligible Certificates will continue to be paid their respective principal and interest entitlements (including Excess Interest entitlements with respect to the Class J Certificates) as if such Trust Advisor Expenses and/or Excess Trust Advisor Expenses had not been incurred.

To the extent amounts are actually received by the Issuing Entity as reimbursements of Trust Advisor Expenses (which Trust Advisor Expenses were actually applied to reduce the Distributable Certificate Interest or Principal Distribution Amount of the non-Control Eligible Certificates or related Trust Components), or amounts are on deposit in the TA Unused Fees Account at any time and are available to reimburse the holders of the non-Control Eligible Certificates or Trust Components in accordance with “—Distributions—Subordination; Allocation of Collateral Support Deficit” in this free writing prospectus, those amounts will be allocated first as recoveries of principal in the reverse order in which they were allocated to reduce the Certificate Principal Balances of the related class of non-Control Eligible Certificates, Trust Components and then as recoveries of interest to the Class B Trust Component (and correspondingly, the Class B Certificates and the Class PST Component B, pro rata, based on their respective percentage interests in the Class B Trust Component), Class C Trust Component (and correspondingly, the Class C Certificates and the Class PST Component C, pro rata, based on their respective percentage interests in the Class C Trust Component) and Class D, Class E and Class F Certificates, in that order.

In addition, if Trust Advisor Expenses are allocated to reduce the Distributable Certificate Interest with respect to the Class B Trust Component (and correspondingly, the Class B Certificates and the Class PST Component B, pro rata, based on their respective percentage interests in the Class B Trust Component), Class C Trust Component (and correspondingly, the Class C Certificates and the Class PST Component C, pro rata, based on their respective percentage interests in the Class C Trust Component) or Class D Certificates for any Distribution Date, then that allocation may be reimbursed out of amounts otherwise payable as interest to a more subordinate class of Certificates or Trust Component among the Class C Trust Component (and correspondingly, the Class C Certificates and the Class PST Component C, pro rata, based on their respective percentage interests in the Class C Trust Component) and the Class D, Class E and Class F Certificates on a subsequent Distribution Date by making corresponding adjustments to the Distributable Certificate Interest for the affected classes for that subsequent Distribution Date.

Prepayment Interest Shortfalls and Prepayment Interest Excesses

If the aggregate Prepayment Interest Shortfalls on all mortgage loans other than Specially Serviced Mortgage Loans exceed the aggregate Prepayment Interest Excesses for such mortgage loans for the Collection Period related to a Distribution Date, the Master Servicing Fee and certain other compensation payable to the master servicer will be reduced by the amount of any Compensating Interest, subject to certain limitations described in this free writing prospectus.  See “SERVICING OF THE MORTGAGE LOANS—The Master Servicer—Master Servicer Compensation” in this free writing prospectus.

“Prepayment Interest Shortfall” means, a shortfall in the collection of a full month’s interest for any Distribution Date and with respect to any mortgage loan as to which the related borrower has made a full or partial Principal Prepayment (including payment of a Balloon Loan other than in connection with the foreclosure or liquidation of the related mortgage loan) during the related Collection Period, and the date such payment was made occurred prior to the Due Date for such mortgage loan in such Collection Period (including any shortfall resulting from such a payment during the grace period relating to such Due Date).  Such a shortfall arises because the amount of interest (net of the Administrative Fee Rate) that accrues on the amount of such Principal Prepayment or Balloon

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Payment will be less than the corresponding amount of interest accruing on the Certificates (other than the Exchangeable Certificates) and the Trust Components.  In such a case, the Prepayment Interest Shortfall will generally equal the excess of:

● the aggregate amount of interest that would have accrued at the Net Mortgage Rate (net of the Master Servicing Fee, the Special Servicing Fee (if the related mortgage loan is a Specially Serviced Mortgage Loan), the Trust Advisor Fee, the Certificate Administrator Fee, the CREFC® License Fee and any servicing fee, certificate administrator fee, trust advisor fee or trustee fee payable in connection with any Non-Serviced Mortgage Loan (in the case of any Non-Serviced Mortgage Loan)) on the Stated Principal Balance of such mortgage loan if the mortgage loan had paid on its Due Date and such Principal Prepayment or Balloon Payment had not been made; over

● the aggregate interest that did so accrue through the date such payment was made (net of the fees described in the preceding bullet).

“Prepayment Interest Excess” means, in the case of a mortgage loan as to which a full or partial Principal Prepayment (including payment of a Balloon Payment other than in connection with the foreclosure or liquidation of a mortgage loan) means, with respect to any mortgage loan as to which a full or partial Principal Prepayment (including payment of a Balloon Payment other than in connection with the foreclosure or liquidation of a mortgage loan) is made during that portion of any Collection Period after the Due Date for such mortgage loan through and including the last day of the Collection Period, the amount of interest that accrues on the amount of such Principal Prepayment from such Due Date to the date such payment was made, plus (if made) any payment by the related mortgagor of interest that would have accrued to the next succeeding Due Date (net of the Master Servicing Fee, the Special Servicing Fee, the Trust Advisor Fee, the Certificate Administrator Fee, the CREFC® License Fee and, in the case of a Non-Serviced Mortgage Loan, any servicing fee, certificate administrator fee, trust advisor fee or trustee fee payable in connection with such Non-Serviced Mortgage Loan), to the extent collected.

Prior to the allocation of any Trust Advisor Expenses to reduce the Distributable Certificate Interest payable with respect to any of the Class B Trust Component (and correspondingly, the Class B Certificates and the Class PST Component B, pro rata, based on their respective percentage interests in the Class B Trust Component), Class C Trust Component (and correspondingly, the Class C Certificates and the Class PST Component C, pro rata, based on their respective percentage interests in the Class C Trust Component), or the Class D, Class E or Class F Certificates on any Distribution Date, any Net Aggregate Prepayment Interest Shortfall for a Distribution Date will be allocated to each class of Certificates (other than the Exchangeable Certificates and the Class R Certificates) and each Trust Component, pro rata, in proportion to the amount of Accrued Certificate Interest payable to such class or Trust Component on such Distribution Date, in each case reducing interest otherwise payable thereon.  The Distributable Certificate Interest in respect of any class of Certificates (other than the Exchangeable Certificates and the Class R Certificates) or Trust Component (and correspondingly, the Class A-S, Class B or Class C Certificates, as applicable, and the related Class PST Component, pro rata, based on their respective percentage interests in such Trust Component) will be reduced to the extent any Net Aggregate Prepayment Interest Shortfalls are allocated to such class of Certificates or Trust Component.  See “SERVICING OF THE MORTGAGE LOANS—The Master Servicer—Master Servicer Compensation” in this free writing prospectus.

On any Distribution Date, to the extent that the aggregate Prepayment Interest Excesses on all mortgage loans other than Specially Serviced Mortgage Loans exceed the aggregate Prepayment Interest Shortfalls for such mortgage loans for such Distribution Date, the excess amount will be payable to the master servicer as additional servicing compensation.  Likewise, to the extent that the aggregate Prepayment Interest Excesses on all Specially Serviced Mortgage Loans exceed the aggregate Prepayment Interest Shortfalls for such mortgage loans for such Distribution Date, the excess amount will be payable to the special servicer as additional servicing compensation.

With respect to any Master Servicer Remittance Date, Scheduled Payments due in a Collection Period succeeding the Collection Period relating to such Master Servicer Remittance Date, Principal Prepayments received after the related Collection Period or other amounts not distributable on the related Distribution Date are required to be held in the Collection Account (or a sub-account thereof) for remittance to the Distribution Account on the applicable successive Master Servicer Remittance Date or Dates.  The master servicer will be required to use commercially reasonable efforts to remit to the Distribution Account on any Master Servicer Remittance Date for a

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Collection Period any Balloon Payments that are received during the period that commences two (2) Business Days prior to such Master Servicer Remittance Date and ends on such Master Servicer Remittance Date.

Optional Termination

The Holders of a majority of the most subordinate class of REMIC Regular Certificates or Exchangeable Certificates outstanding (for this purpose considering each of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the Trust Component bearing the same alphabetic designation), the special servicer, the master servicer and the Holder of the majority interest in the Class R Certificates, in that order, will have the option to purchase, in whole but not in part, the mortgage loans (in the case of any A/B Whole Loan or Loan Pair, subject to any purchase option rights of the holder of the related B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any other property remaining in the Issuing Entity on or after the date on which the aggregate principal balance of the mortgage loans is less than or equal to 1.00% of the principal balance of the mortgage loans as of the Cut-off Date.  See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” in this free writing prospectus.

The purchase price for any such purchase will be 100% of the aggregate unpaid principal balances of the mortgage loans, other than REO Mortgage Loans and any mortgage loans as to which the master servicer has determined that all payments or recoveries with respect to such mortgage loans have been made, plus accrued and unpaid interest at the mortgage rate—or the mortgage rate less the Master Servicing Fee Rate if the master servicer is the purchaser—to the Due Date for each mortgage loan ending in the Collection Period with respect to which such purchase occurs, plus unreimbursed Advances, with interest thereon at the Advance Rate, and the fair market value of any other property remaining in the Issuing Entity.  Any person or entity making the purchase will also be responsible for reimbursing the parties to the Pooling and Servicing Agreement for all reasonable out-of-pocket costs and expenses incurred by the parties in connection with the purchase. The optional termination of the Issuing Entity must be conducted so as to constitute a “qualified liquidation” of the underlying REMICs under Section 860F of the Code.

Upon any such termination, the purchase price for the mortgage loans and the other property in the Issuing Entity will be applied to pay accrued and unpaid interest on and reduce the Certificate Principal Balance of all outstanding classes to zero in the manner provided under “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions—Application of the Available Distribution Amount” in this free writing prospectus.

Any such termination will have an adverse effect on the yield of any outstanding Offered Certificates purchased at a premium.  See “YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS” in this free writing prospectus.

In addition, if at any time (i) the aggregate Certificate Principal Balances or Notional Amounts, as applicable, of the Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class A-S, Class X-A, Class X-B, Class B, Class PST, Class C, Class D, Class E and Class F Certificates have been reduced to zero and (ii) there is only one Holder of all the outstanding Certificates (excluding the Class R Certificates), such Certificateholder will have the right to exchange all of its Certificates (other than the Class R Certificates) for the mortgage loans and each REO Property remaining in the Issuing Entity.

Advances

P&I Advances

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, and are not credit support for the Certificates and will not act to guarantee or insure against losses on the mortgage loans or otherwise.  On the Business Day prior to each Distribution Date (the “Master Servicer Remittance Date”), the master servicer will be obligated to make a P&I Advance in respect of each mortgage loan included in the Issuing Entity, subject to the following paragraph, but only to the extent that the master servicer or the special servicer has not determined, in its sole discretion, exercised in good faith, that the amount so advanced, plus interest expected to accrue thereon, would be nonrecoverable from subsequent payments or collections, including Insurance Proceeds and Liquidation Proceeds, in respect of the

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related mortgage loan, and only until such mortgage loan has been liquidated.  Notwithstanding the foregoing if an Appraisal Reduction has been applied with respect to any mortgage loan, then the amount of any P&I Advance required to be advanced by the master servicer with respect to interest on such a mortgage loan (there will be no reduction in the principal portion, if any, of such P&I Advance) will be an amount equal to the product of:

● the amount of interest required to be advanced by the master servicer without giving effect to this sentence; and

● a fraction, the numerator of which is the Stated Principal Balance of such mortgage loan immediately prior to such Distribution Date less any Appraisal Reduction in effect with respect to such mortgage loan (or, in the case of a mortgage loan that is part of an A/B Whole Loan or Loan Pair, or that is a Non-Serviced Mortgage Loan, the portion of the Appraisal Reduction that is allocable to such mortgage loan) and the denominator of which is the Stated Principal Balance of the mortgage loan immediately prior to such Distribution Date.

In addition, the master servicer will not in any event be required to (i) advance Prepayment Premiums or Yield Maintenance Charges, Excess Interest, default interest or late fees, if any, or (ii) make any P&I Advances on any B Note or Serviced Companion Loan.

“P&I Advance” means the amount of any Scheduled Payments or Assumed Scheduled Payment (net of the related Trust Advisor Fees and Master Servicing Fees), other than any Balloon Payment, advanced or to be advanced, as the context may require, on the mortgage loans that are delinquent as of the close of business on the preceding Determination Date.

With respect to any mortgage loan included in the Issuing Entity that is delinquent in respect of its Balloon Payment and any REO Mortgage Loan, P&I Advances will be required in an amount equal to the Assumed Scheduled Payment, less the related Trust Advisor Fee, Master Servicing Fee and any other servicing fees payable from such Assumed Scheduled Payment, subject to the same conditions and limitations, as described above, that apply to P&I Advances of other Scheduled Payments.

The Assumed Scheduled Payment will be an amount deemed due in respect of:

● any Balloon Loan that is delinquent in respect of its Balloon Payment beyond the first Determination Date that follows its original stated maturity date; or

● any mortgage loan as to which the related mortgaged property has become an REO Property.

The “Assumed Scheduled Payment” deemed due on any such Balloon Loan on its original stated maturity date and on each successive Due Date that such Balloon Loan remains or is deemed to remain outstanding will equal the Scheduled Payment that would have been due on such date if the related Balloon Payment had not come due, but rather such mortgage loan had continued to amortize in accordance with its amortization schedule in effect immediately prior to maturity.  With respect to any mortgage loan as to which the related mortgaged property has become an REO Property, the “Assumed Scheduled Payment” deemed due on each Due Date for so long as the REO Property remains part of the Issuing Entity, equals the Scheduled Payment (or Assumed Scheduled Payment) due on the last Due Date prior to the acquisition of such REO Property.

“Balloon Loans” means mortgage loans that provide for Scheduled Payments based on amortization schedules significantly longer than their terms to maturity or Anticipated Repayment Date, and that are expected to have remaining principal balances equal to or greater than 5% of the outstanding principal balance as of the Cut-off Date of those mortgage loans as of their respective stated maturity date or anticipated to be paid on their Anticipated Repayment Dates, as the case may be, unless previously prepaid.  ARD Loans are included in the definition of Balloon Loans.

“Balloon Payment” means, with respect to the Balloon Loans, the principal payments and scheduled interest due and payable on the relevant maturity dates.

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The master servicer will be entitled to interest on P&I Advances, which interest will accrue at the Advance Rate.  This interest and any interest on other Advances will result in a reduction in amounts payable on the Certificates, to the extent that interest is not otherwise offset in accordance with the Pooling and Servicing Agreement.  Such interest will be payable from amounts set forth in the table under “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions—Fees and Expenses” above.

The “Advance Rate” will be a rate equal to the “Prime Rate” as reported in The Wall Street Journal from time to time.

P&I Advances will be reimbursable or payable from recoveries on the related mortgage loans and, to the extent the master servicer or the special servicer determines in its sole discretion, exercised in good faith, that a P&I Advance will not be ultimately recoverable from related recoveries, from funds on deposit in the Collection Account and Distribution Account as described under “—Advances—Reimbursement of Advances” below.  P&I Advances made in respect of mortgage loans that have a grace period that expires after the Determination Date will not begin to accrue interest until the day succeeding the expiration date of any applicable grace period (as of the Cut-off Date there are no such mortgage loans).  In no event will the master servicer be required to make aggregate P&I Advances with respect to any mortgage loan which, when including the amount of interest accrued on such Advances at the Advance Rate, equals an amount greater than the Stated Principal Balance plus all overdue amounts on such mortgage loan.

The right of the master servicer to reimbursement or payment out of recoveries will be prior to the right of the Certificateholders to receive any amounts recovered with respect to any mortgage loan.  If the master servicer fails to make a required P&I Advance, the trustee is, subject to a recoverability determination, required to make such P&I Advance, each subject to the same limitations, and with the same rights, including the right to receive interest on such P&I Advance, as described above for the master servicer.

Servicing Advances

In addition to P&I Advances, the master servicer will also be obligated, and the special servicer will have the option (on an emergency basis) (in each case, subject to the limitations described in this free writing prospectus), to make advances (“Servicing Advances” and, collectively with P&I Advances, “Advances”) in connection with the servicing and administration of any mortgage loan in respect of which a default, delinquency or other unanticipated event has occurred or is reasonably foreseeable, or, in connection with the servicing and administration of any mortgaged property or REO Property.  To the extent that the master servicer fails to make a Servicing Advance that it is required to make under the Pooling and Servicing Agreement, and the trustee has notice of this failure, the trustee will be required to make the required Servicing Advance in accordance with the terms of the Pooling and Servicing Agreement.

Servicing Advances, in all cases, will be reimbursable as described below.  The master servicer will be permitted to pay, or to direct the payment of, certain servicing expenses directly out of the Collection Account or Distribution Account and under certain circumstances without regard to the relationship between the expense and the funds from which it is being paid.

Servicing Advances may be made by the master servicer, special servicer (on an emergency basis), or trustee, as applicable, in order to pay, among other things, delinquent real estate taxes, assessments and hazard insurance premiums (to the extent that insurance coverage is available at commercially reasonable rates and not paid by the related borrower), and to cover other similar costs and expenses necessary to preserve the priority of or enforce the related mortgage loan documents or to protect, lease, manage and maintain the related mortgaged property.  With respect to REO Properties, Servicing Advances may be made by the master servicer, special servicer (on an emergency basis), or trustee, as applicable, if necessary and to the extent that funds from the operation of the related REO Property are unavailable to pay any amounts due and payable, for:

● insurance premiums, to the extent that insurance coverage is available at commercially reasonable rates;

● items such as real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien;

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● any ground rents in respect of such REO Property; and

● other costs and expenses necessary to maintain, operate, lease and sell such REO Property (other than capital improvements and, to the extent necessary to comply with the REMIC provisions, capital expenditures).

The master servicer, special servicer and the trustee will each be entitled to interest on Servicing Advances made by it.  This interest and any interest on other Advances will result in a reduction in amounts payable on the Certificates, to the extent that interest is not otherwise offset in accordance with the Pooling and Servicing Agreement.  Such interest will be payable from amounts set forth in the table under “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions—Fees and Expenses” above.

The master servicer and the special servicer may incur certain costs and expenses in connection with the servicing of a mortgage loan, B Note or Serviced Companion Loan or the administration of REO Property.  Servicing Advances will be reimbursable from recoveries or collections on the related mortgage loan (and, if applicable, the related B Note or Serviced Companion Loan) or REO Property.  However, if the master servicer or the special servicer, as applicable, determines, as described below, that any Servicing Advance previously made will not be ultimately recoverable from such related recoveries, such advances will generally be reimbursable from amounts on deposit in the Collection Account or Distribution Account as described under “—Advances—Reimbursement of Advances” below.

Notwithstanding the prior paragraph, if the special servicer makes an emergency Servicing Advance, the master servicer must reimburse the special servicer for such emergency Servicing Advance, upon which the master servicer will be deemed to have made the Servicing Advance.  Notwithstanding the foregoing, the master servicer need not so reimburse an emergency Servicing Advance that it determines to be a Nonrecoverable Advance but such Servicing Advance, like other Nonrecoverable Advances, may be reimbursed to the special servicer from amounts on deposit in the Collection Account or Distribution Account.  Notwithstanding the foregoing, the master servicer will be obligated to make such Servicing Advances only to the extent that the master servicer or the special servicer has not determined, as described below, that the amount so advanced, plus interest expected to accrue thereon, would be nonrecoverable from subsequent payments or collections, including Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or proceeds of mortgage loan repurchases (or from any other collections), in respect of such mortgage loan or REO Property.

Notwithstanding the foregoing, the applicable Non-Serviced Mortgage Loan Master Servicer is obligated to make servicing advances with respect to the related Non-Serviced Mortgage Loan, on substantially the same terms and conditions as described above, pursuant to the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement, and none of the master servicer, the trustee or special servicer will have any obligation or authority to make Servicing Advances with respect to such Non-Serviced Mortgage Loan.

Reimbursement of Advances

Any P&I Advance or Servicing Advance, in either case, with interest, that has been determined to be nonrecoverable from the particular mortgage loan to which it relates (a “Nonrecoverable Advance”) will be reimbursable from the Collection Account in the Collection Period in which the nonrecoverability determination is made.  Any reimbursement of Nonrecoverable Advances will be made first from amounts in the Collection Account that are allocable to principal received with respect to the Mortgage Pool during the Collection Period in which the reimbursement is made, prior to reimbursement from other collections (including interest) received during that Collection Period (and similarly, in subsequent periods, from principal first and then from other collections).

If the funds in the Collection Account relating to the mortgage loans allocable to principal on the mortgage loans are insufficient to fully reimburse the party entitled to reimbursement of Nonrecoverable Advances, then such party as an accommodation may elect, on a monthly basis, at its sole option and discretion to defer reimbursement of the portion that exceeds such amount allocable to principal (in which case interest will continue to accrue on the unreimbursed portion of the Advance) for a time as required to reimburse the excess portion from principal for a consecutive period of up to twelve (12) months (provided that any such deferral exceeding six (6) months will require, during any Subordinate Control Period and any Collective Consultation Period, the consent of the Controlling Class Representative), and any election to so defer will be deemed to be in accordance with the

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Servicing Standard; provided that no such deferral will occur at any time to the extent that amounts otherwise distributable as principal are available for such reimbursement.

If a P&I Advance or Servicing Advance is made with respect to a mortgage loan after a default thereon and the mortgage loan is thereafter worked out under terms that do not provide for the repayment of those Advances (together with interest thereon) in full at the time of the workout, but such amounts become an obligation of the borrower to be paid in the future (such Advance, together with interest on that Advance, a “Workout-Delayed Reimbursement Amount”), then such Workout-Delayed Reimbursement Amount, unless determined to be nonrecoverable, will be reimbursable only from amounts in the Collection Account that represent principal on the mortgage loans (net of any principal used to reimburse any Nonrecoverable Advance (together with interest thereon)).  To the extent that the reimbursement is made from principal, the Principal Distribution Amount otherwise payable on the Certificates on the related Distribution Date will be reduced and, in the case of reimbursement of Nonrecoverable Advances (or interest thereon), the resulting Collateral Support Deficit will be allocated (in accordance with the loss allocation rules described above under “—Distributions—Subordination; Allocation of Collateral Support Deficit”) to reduce the respective Certificate Principal Balances of the various classes of the Principal Balance Certificates or Trust Components on that Distribution Date.  Any amount that constitutes all or a portion of any Workout-Delayed Reimbursement Amount may in the future be determined to constitute a Nonrecoverable Advance and thereafter will be recoverable as any other Nonrecoverable Advance.

Any provision in the Pooling and Servicing Agreement requiring that a Servicing Advance or P&I Advance be made by the master servicer, the special servicer or the trustee 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 or entity the risk of loss with respect to one or more of the mortgage loans.

Each Distribution Date Statement furnished or made available by the certificate administrator to the Certificateholders will contain information relating to the amounts of Advances made with respect to the related Distribution Date.  See “DESCRIPTION OF THE OFFERED CERTIFICATES—Reports to Certificateholders; Available Information” in this free writing prospectus.

To the extent set forth in the related intercreditor agreement and Non-Serviced Mortgage Loan Pooling and Servicing Agreement, any Non-Serviced Mortgage Loan Master Servicer or Non-Serviced Mortgage Loan Trustee with respect to any Non-Serviced Mortgage Loan will be entitled to reimbursement for nonrecoverable servicing advances made with respect to such Non-Serviced Mortgage Loan (together with any accrued and unpaid interest thereon, as provided for under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement).

Nonrecoverable Advances

The determination that any P&I Advance or Servicing Advance, previously made or proposed to be made, would not be recoverable will be made in the sole discretion of the trustee, master servicer or special servicer, as applicable, exercising good faith, and must be accompanied by an officer’s certificate delivered to the trustee, the special servicer or the master servicer (as applicable), the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the 17g-5 Information Provider, the Trust Advisor (other than during a Subordinate Control Period), the certificate administrator and the depositor (and the holder of the related B Note or Serviced Companion Loan if the Servicing Advance relates to an A/B Whole Loan or Loan Pair) and setting forth the reasons for such determination, together with, in the case of the master servicer or the special servicer, copies of appraisals or internal valuations, if any, or other information that supports such determination. The trustee, master servicer or special servicer, as applicable, will not be required to make any advance that it determines in its good faith business judgment (in the case of the trustee) or in accordance with the Servicing Standard (in the case of the master servicer or special servicer) would be nonrecoverable.  The master servicer’s or special servicer’s determination of nonrecoverability will be conclusive and binding upon the Certificateholders and the trustee.  The trustee will be entitled to rely conclusively on any determination by the master servicer or special servicer of nonrecoverability with respect to such Advance.

In making such recoverability determination, the master servicer, special servicer or trustee, as applicable, will be entitled (a) to consider (among other things) (i) the obligations of the mortgagor under the terms of the related mortgage loan as it may have been modified and (ii) the related mortgaged properties in their “as-is” or then-current conditions and occupancies, as they actually are or may be modified by such party’s assumptions (consistent with

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the Servicing Standard in the case of the master servicer or the special servicer) regarding the possibility and effects of future adverse change with respect to such mortgaged properties and (b) to 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/or the timing of recoveries.  In addition, any person, in considering whether any proposed P&I Advance or Servicing Advance is a Nonrecoverable Advance, will be entitled to give due regard to the existence of any outstanding Nonrecoverable Advances (including any interest thereon) or Workout-Delayed Reimbursement Amounts with respect to other mortgage loans, A/B Whole Loans or Loan Pairs where reimbursement is, at the time of such consideration, being deferred or delayed by the master servicer, the special servicer or the trustee because there is insufficient principal available for such reimbursement, in light of the fact that proceeds on the related mortgage loan, A/B Whole Loan or Loan Pair are not only a source of reimbursement for the P&I Advance or Servicing Advance under consideration, but also a potential source of reimbursement for such deferred or delayed Nonrecoverable Advance.  In addition, the trustee, master servicer or special servicer may update or change its recoverability determinations at any time.

The Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer and Non-Serviced Mortgage Loan Trustee under any Non-Serviced Mortgage Loan Pooling and Servicing Agreement will be entitled to make similar determinations with respect to nonrecoverable advances pursuant to provisions substantially similar to those described above.  With respect to P&I Advances on any Non-Serviced Mortgage Loan, the master servicer and the trustee will be entitled to conclusively rely on any nonrecoverability determination made by the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer or Non-Serviced Mortgage Loan Trustee, as applicable, in respect of the related Non-Serviced Companion Loan.

Matters Relating to Loan Pairs and Non-Serviced Loan Combinations

With respect to the Westfield Countryside Mortgage Loan, The Mall at Tuttle Crossing Mortgage Loan, the Southdale Center Mortgage Loan and the Marriott Chicago River North Hotel 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 companion loan. If the master servicer determines that a proposed P&I Advance with respect to any such mortgage loan, if made, would be, or any outstanding P&I Advance with respect to such mortgage loan previously made is, as applicable, a nonrecoverable advance, the master servicer will be required to provide the servicer of the related companion loan written notice of such determination, promptly and in any event within the time permitted by the related Intercreditor Agreement.  If the master servicer receives written notice from any such servicer that it has determined, with respect to the related companion loan, that any proposed advance of principal and/or interest would be, or any outstanding advance of principal and/or interest is, a nonrecoverable advance, such determination will not be binding on the Certificateholders, the master servicer or the trustee; however, the master servicer or trustee, as applicable, will be permitted to rely on such determination.

Appraisal Reductions

With respect to any mortgage loan (other than any Non-Serviced Mortgage Loan), A/B Whole Loan or Loan Pair, the special servicer is required to obtain a Member of the Appraisal Institute (“MAI”) appraisal if the Stated Principal Balance of the mortgage loan, A/B Whole Loan or Loan Pair is greater than $2,000,000, or at its option, if the Stated Principal Balance of the mortgage loan, A/B Whole Loan or Loan Pair is equal to or less than $2,000,000, the special servicer may either obtain an MAI appraisal or perform an internal valuation of the related mortgaged property or REO Property, as the case may be.  The special servicer is required to use reasonable best efforts to order such MAI appraisal within fifteen (15) calendar days following the earliest Appraisal Event with respect to a mortgage loan and to use reasonable efforts to obtain such MAI appraisal or perform such internal valuation, as applicable, within sixty (60) days following such Appraisal Event.  However, the special servicer, in accordance with the Servicing Standard, need not obtain either the MAI appraisal or the internal valuation if such an appraisal or valuation had been obtained within the prior nine (9) months.

Notwithstanding the foregoing, an updated appraisal will not be required with respect to any mortgage loan, and an Appraisal Reduction will not be required, so long as a debt service reserve, letter of credit, guaranty or surety bond is available and has the ability to pay off the then unpaid principal balance of such mortgage loan in full except

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to the extent that the special servicer, in accordance with the Servicing Standard, determines that obtaining an appraisal is in the best interests of the Certificateholders.

As a result of such appraisal or internal valuation, an Appraisal Reduction may be created.  An Appraisal Reduction will be reduced to zero as of the date the related mortgage loan, A/B Whole Loan or Loan Pair is brought current under the then current terms of such mortgage loan, A/B Whole Loan or Loan Pair and remains current for three consecutive Scheduled Payments.  No Appraisal Reduction will exist as to any mortgage loan, A/B Whole Loan or Loan Pair after it has been paid in full, liquidated, repurchased or otherwise disposed of.  An appraisal for any mortgage loan, A/B Whole Loan or Loan Pair 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 annually for so long as an Appraisal Reduction exists (or under certain circumstances upon a recalculation of the Appraisal Reduction based on an appraisal presented by a Requesting Holder, as described below in this “—Appraisal Reductions” section), with a corresponding adjustment to the amount of the related Appraisal Reduction.

With respect to any Non-Serviced Mortgage Loan, the related Non-Serviced Mortgage Loan Special Servicer will be required to obtain an appraisal and calculate appraisal reductions in respect of such Non-Serviced Mortgage Loan pursuant to provisions in the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement substantially similar to the provisions described above.  Any such appraisal reduction will be applied to such Non-Serviced Mortgage Loan to the extent notice thereof has been delivered to the master servicer by the related Non-Serviced Mortgage Loan Master Servicer.  Receipt by the master servicer of a distribution date statement from the related Non-Serviced Mortgage Loan Master Servicer will constitute notice of such appraisal reduction if such appraisal reduction information is contained therein.

If the master servicer receives notice of a related Appraisal Reduction, the existence of an Appraisal Reduction will proportionately reduce the master servicer’s or the trustee’s, as the case may be, obligation to make the interest portion of P&I Advances in respect of the related mortgage loan, which will generally result in a reduction in current distributions in respect of the then most subordinate class or classes of Principal Balance Certificates (subject to the payment allocation priority of the Class PST Certificates described above under “—Distributions—Application of the Available Distribution Amount”).  See “—Advances—P&I Advances” above.  If the master servicer or the trustee, as applicable, does not receive notice of an Appraisal Reduction with respect to any Non-Serviced Mortgage Loan, it will have no obligation to proportionately reduce the amount of any P&I Advance required to be made by the master servicer or the trustee, except to the extent an Appraisal Reduction is applied as described in the last sentence of the definition of “Appraisal Reduction”.  The master servicer will be required to deliver to the special servicer notice of the occurrence of an Appraisal Event promptly following its knowledge of the occurrence thereof, and the special servicer will be required to deliver to the master servicer notice of the occurrence of an Appraisal Event promptly following its knowledge of the occurrence thereof.  With respect to any Loan Pair, the master servicer will be required to deliver to any related master servicer, special servicer and trustee in respect of any securitization of the related Serviced Companion Loan (i) notice of the occurrence of any Appraisal Event in respect of such Loan Pair promptly following its knowledge, or receipt of notice from the special servicer, of the occurrence thereof and (ii) a statement of any Appraisal Reduction in respect of such Loan Pair promptly following its receipt from the special servicer of the calculation or recalculation thereof.

An “Appraisal Event” means not later than the earliest of the following:

● the date on which a modification of the mortgage loan, A/B Whole Loan or Loan Pair becomes effective following the occurrence of a Servicing Transfer Event that, among other things, materially affects the amount or timing of any payment of principal or interest on a mortgage loan, A/B Whole Loan or Loan Pair or materially affects any other Money Term (other than an extension of the date that a Balloon Payment is due for a period of less than six months from the original due date of such Balloon Payment), or changes any other material economic term of the mortgage loan, A/B Whole Loan or Loan Pair, or impairs the security of such mortgage loan, A/B Whole Loan or Loan Pair;

● that date on which the mortgage loan, A/B Whole Loan or Loan Pair is sixty (60) days or more delinquent in respect of any scheduled monthly debt service payment (other than a Balloon Payment);

● solely in the case of a delinquent Balloon Payment, (i) the date occurring sixty (60) days beyond the date on which that Balloon Payment was due (except as described in clause (ii)) or (ii) if the related borrower

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has delivered a refinancing commitment acceptable to the special servicer prior to the date sixty (60) days after maturity, the date occurring one hundred twenty (120) days after the date on which that Balloon Payment was due (or for such shorter period beyond the date on which that Balloon Payment was due during which the refinancing is scheduled to occur);

● that date on which the related mortgaged property became an REO Property;

● the day on which the special servicer receives notice that a receiver or similar official has been appointed (and continues in that capacity) in respect of the related mortgaged property;

● the date the related borrower becomes subject to (i) a voluntary bankruptcy, insolvency or similar proceeding, or (ii) an involuntary bankruptcy, insolvency or similar proceeding that remains undismissed for sixty (60) days; and

● the date on which the mortgage loan, A/B Whole Loan or Loan Pair remains outstanding five (5) years following any extension of its maturity date pursuant to the Pooling and Servicing Agreement.

Notwithstanding any of the foregoing to the contrary, with respect to any Non-Serviced Mortgage Loan, an “Appraisal Event” will occur upon receipt of notice from the related Non-Serviced Mortgage Loan Master Servicer of an “Appraisal Event” pursuant to the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement upon which the parties to the Pooling and Servicing Agreement may conclusively rely.

An “Appraisal Reduction” will equal, for any mortgage loan, A/B Whole Loan or Loan Pair, including a mortgage loan, A/B Whole Loan or Loan Pair as to which the related mortgaged property has become an REO Property, an amount that is equal to the excess, if any, of:

● the sum of:

● the Stated Principal Balance of such mortgage loan, A/B Whole Loan or Loan Pair or in the case of an REO Property, the related REO Mortgage Loan, less the principal amount of certain payment guarantees and surety bonds and any undrawn letter of credit or debt service reserve, if applicable, that is then securing such mortgage loan, A/B Whole Loan or Loan Pair;

● to the extent not previously advanced by the master servicer or the trustee or the master servicer or trustee in respect of any related Serviced Companion Loan, all accrued and unpaid interest on the mortgage loan, A/B Whole Loan or Loan Pair at a per annum rate equal to the applicable mortgage rate;

● all related unreimbursed Advances and interest on such Advances at the Advance Rate, and, to the extent applicable, all Advances that were made on a mortgage loan, A/B Whole Loan or Loan Pair (including any similar amounts made in respect of a Serviced Companion Loan by the master servicer or trustee, as applicable, under the related pooling and servicing agreement) on or before the date such mortgage loan, A/B Whole Loan or Loan Pair became a Rehabilitated Mortgage Loan that have since been reimbursed to the advancing party by the Issuing Entity out of principal collections but not by the related borrower; and

● to the extent funds on deposit in any applicable Escrow Accounts are not sufficient therefor, and to the extent not previously advanced by the master servicer, the special servicer, or the trustee, all currently due and unpaid real estate taxes and assessments, insurance premiums and, if applicable, ground rents and other amounts which were required to be deposited in any Escrow Account (but were not deposited) in respect of the related mortgaged property or REO Property, as the case may be,

● over

● 90% of the value (net of any prior mortgage liens) of such mortgaged property or REO Property as determined by the applicable appraisal or internal valuation, plus the full amount of any escrows held by or on behalf of the trustee as security for the mortgage loan, A/B Whole Loan or Loan Pair (less the

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estimated amount of obligations anticipated to be payable in the next twelve months to which such escrows relate);

provided that if a mortgage loan, A/B Whole Loan or Loan Pair is secured by more than one mortgaged property, and one or more of the related mortgaged properties has been defeased, the Stated Principal Balance of such mortgage loan, A/B Whole Loan or Loan Pair will not include the portion of the principal balance of such mortgage loan, A/B Whole Loan or Loan Pair that has been defeased, and any defeasance collateral will not be included for purposes of determining the value of the mortgaged property or the REO Property that secures the related mortgage loan, A/B Whole Loan or Loan Pair; and provided, further, that any Appraisal Reduction in respect of any Non-Serviced Mortgage Loan will be (x) calculated by the Non-Serviced Mortgage Loan Master Servicer or the Non-Serviced Mortgage Loan Special Servicer, as applicable, under and in accordance with the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement based upon the allocation of items substantially similar to those set forth in the bullet points above with respect to the Non-Serviced Mortgage Loan and the related Non-Serviced Companion Loan collectively as if they were a Loan Pair and (y) applied to any Non-Serviced Mortgage Loan to the extent notice of such Appraisal Reduction has been delivered to the master servicer by the related Non-Serviced Mortgage Loan Master Servicer which the Master Servicer may conclusively rely upon without any independent calculation or investigation.  Once calculated, notice of the Appraisal Reduction amount will be required to be delivered to any other master servicer, special servicer or trustee with respect to any Serviced Companion Loan.  Notwithstanding the foregoing, (1) if an appraisal is required to be obtained in accordance with the Pooling and Servicing Agreement but is not obtained within one hundred twenty (120) days following the events described in the applicable clause of the definition “Appraisal Event” (without regard to the time periods stated therein), then, until such appraisal is obtained and solely for purposes of determining the amounts of P&I Advances, the Appraisal Reduction will equal twenty-five percent (25%) of the Stated Principal Balance of the related mortgage loan; provided that, upon receipt of an appraisal, the Appraisal Reduction for such mortgage loan will be recalculated in accordance with this definition without regard to this sentence and (2) with respect to any Non-Serviced Mortgage Loan, if the related Non-Serviced Mortgage Loan Master Servicer has not delivered notice of an Appraisal Reduction within one hundred twenty (120) days following its notification of an Appraisal Event, then, until such notice is received and solely for purposes of determining the amounts of P&I Advances, the Appraisal Reduction will equal twenty-five percent (25%) of the Stated Principal Balance of such Non-Serviced Mortgage Loan; provided that, upon receipt of such notice, the Appraisal Reduction will be the amount determined by such Non-Serviced Mortgage Loan Master Servicer.

An “Escrow Account” is one or more custodial accounts established and maintained by the master servicer pursuant to the Pooling and Servicing Agreement.

“Money Term” means, with respect to any mortgage loan, B Note or Serviced Companion Loan, the stated maturity date, mortgage rate, principal balance, amortization term or payment frequency or any provision of the mortgage loan requiring the payment of a Prepayment Premium or Yield Maintenance Charge (but does not include late fee or default interest provisions).

In the case of any A/B Whole Loan, any Appraisal Reduction will be calculated in respect of such A/B Whole Loan taken as a whole and any such Appraisal Reduction will be allocated first to the related B Note and then allocated to the related mortgage loan.  In the case of a mortgage loan that is part of a Loan Pair or Non-Serviced Loan Combination, any Appraisal Reduction will be calculated in respect of such mortgage loan and the related companion loan and then allocated pro rata between such mortgage loan and the related companion loan according to their respective principal balances.

As a result of calculating one or more Appraisal Reductions (and, in the case of any A/B Whole Loan or Loan Pair, to the extent allocated to the related mortgage loan), the amount of any required P&I Advance will be reduced, which will have the effect of reducing the potential Available Distribution Amount.

With respect to each mortgage loan (other than a Non-Serviced Mortgage Loan) as to which an Appraisal Reduction has occurred (unless the mortgage loan is a Rehabilitated Mortgage Loan, and with respect to which no other Appraisal Event has occurred with respect to that mortgage loan during the preceding three months), the special servicer is required, within thirty (30) days of each annual anniversary of the related Appraisal Event to order an appraisal (which may be an update of a prior appraisal), the cost of which will be a Servicing Advance, or to conduct an internal valuation, as applicable.  Based upon the appraisal or valuation, the special servicer is required

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to redetermine and report to the master servicer, the trustee, the certificate administrator, the trust advisor and, during any Subordinate Control Period and any Collective Consultation Period, the Controlling Class Representative, the recalculated amount of the Appraisal Reduction with respect to the mortgage loan.  Notwithstanding the foregoing, the special servicer will not be required to obtain an appraisal or valuation with respect to a mortgage loan that is the subject of an Appraisal Event to the extent the special servicer has obtained an appraisal or valuation with respect to the related mortgaged property within the 9-month period prior to the occurrence of the Appraisal Event.  Instead, the special servicer may use the prior appraisal or valuation in calculating any Appraisal Reduction with respect to the mortgage loan, provided that the special servicer is not aware of any material change to the mortgaged property, its earnings potential or risk characteristics, or marketability, or market conditions that have occurred that would affect the validity of the appraisal or valuation.

Any mortgage loan previously subject to an Appraisal Reduction that becomes current and remains current for three consecutive Periodic Payments, and with respect to which no other Appraisal Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction.

For purposes of determining the identity of the Controlling Class, whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect and the allocation of voting rights for certain purposes, Appraisal Reductions (with respect to an A/B Whole Loan or Loan Pair, to the extent allocated to the mortgage loan held by the Issuing Entity) will be allocated to each class of Principal Balance Certificates (other than the Exchangeable Certificates) and each Trust Component in reverse sequential order to notionally reduce the Certificate Principal Balance until the related Certificate Principal Balances of each such class or Trust Component is reduced to zero (i.e., first to the Class J Certificates, then 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 Trust Component (and correspondingly, the Class C Certificates and the Class PST Component C, pro rata, based on their respective percentage interests in the Class C Trust Component), then to the Class B Trust Component (and correspondingly, the Class B Certificates and the Class PST Component B, pro rata, based on their respective percentage interests in the Class B Trust Component), then to the Class A-S Trust Component (and correspondingly, the Class A-S Certificates and the Class PST Component A-S, pro rata, based on their respective percentage interests in the Class A-S Trust Component), and finally, pro rata, to the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 Certificates.  Appraisal Reductions allocated to a Class PST Component will, in turn, be allocated to the Class PST Certificates.  With respect to any Appraisal Reduction calculated for purposes of determining the Controlling Class, the appraised value of the related mortgaged property will be determined on an “as-is” basis.  Notwithstanding the foregoing, deemed Appraisal Reductions equal to 25% of the Stated Principal Balance of the related mortgage loan that are calculated pursuant to the last sentence of the definition of “Appraisal Reduction” because the required appraisal is not obtained within the required time period will not be allocated to any class of Principal Balance Certificates for purposes of determining the identity of the Controlling Class, whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect or the allocation of voting rights for certain purposes.

Any class of Control Eligible Certificates the Certificate Principal Balance of which (taking into account the application of any Appraisal Reductions to notionally reduce the Certificate Principal Balance of such class) has been reduced to less than 25% of its Initial Certificate Principal Balance is referred to as an “Appraised-Out Class.”  The Holders of the majority (by Certificate Principal Balance) of an Appraised-Out Class will have the right, at their sole expense, to present to the special servicer a second appraisal of any mortgage loan (other than any Non-Serviced Mortgage Loan) for which an Appraisal Event has occurred (such Holders, the “Requesting Holders”) prepared by an MAI appraiser on an “as-is” basis and acceptable to the special servicer in accordance with the Servicing Standard.  Upon receipt of such second appraisal, the special servicer will be required to determine, in accordance with the Servicing Standard, whether, based on its assessment of such second appraisal, any recalculation of the applicable Appraisal Reduction is warranted and, if so warranted will recalculate such Appraisal Reduction based upon such second appraisal.  If required by any such recalculation, any applicable Appraised-Out Class (together with any other classes of Control Eligible Certificates affected by such Appraisal Reduction) will have the related Certificate Principal Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction, and there will be a redetermination of whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect.  The right of any Appraised-Out Class to present a second appraisal of any mortgage loan for which an Appraisal Event has occurred is limited to one appraisal with respect to each mortgaged property relating to the affected mortgage loan.

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In addition, if subsequent to a class of Control Eligible Certificates becoming an Appraised-Out Class there is a material change with respect to the mortgaged property related to the Appraisal Reduction that caused such class to become an Appraised-Out Class, the Requesting Holders will have the right (except in the case of any Non-Serviced Mortgage Loan), at their sole expense, to present to the special servicer an additional appraisal prepared by an MAI appraiser on an “as-is” basis and acceptable to the special servicer in accordance with the Servicing Standard.  Subject to the special servicer’s confirmation, determined in accordance with the Servicing Standard, that there has been a change with respect to the related mortgaged property and such change was material, 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 applicable Appraisal Reduction is warranted and, if so warranted will recalculate such Appraisal Reduction based upon such additional appraisal.  If required by any such recalculation, any applicable Appraised-Out Class (together with any other classes of Control Eligible Certificates affected by such Appraisal Reduction) will have the related Certificate Principal Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction, and there will be a redetermination of whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect.  With respect to each class of Control Eligible Certificates, the right to present the special servicer with additional MAI appraisals as provided above at the sole cost and expense of the applicable Requesting Holders upon the occurrence of any material event that the special servicer confirms is a material event will be limited to no more frequently than once in any 12-month period.

Appraisals that are permitted to be presented by any 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 upon the occurrence of such material change or that the special servicer is otherwise required or permitted to order under the Pooling and Servicing Agreement without regard to any appraisal requests made by any Requesting Holder.

Any Appraised-Out Class may 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 next most senior class of Control Eligible Certificates that is not an Appraised-Out Class, if any.

Reports to Certificateholders; Available Information

Certificate Administrator Reports

Based in part on monthly reports prepared by the master servicer and the special servicer and delivered by the master servicer to the certificate administrator, the certificate administrator will be required to prepare and make available (i) to the general public electronically, (ii) upon written request from any Certificateholder or Certificate Owner, by first class mail to the requesting party and (iii) to the parties to the Pooling and Servicing Agreement, the underwriters and any other designee of the depositor, a report (a “Distribution Date Statement” a form of which is appended as APPENDIX IV to this free writing prospectus) setting forth, among other things the following information:

1. the amount of the distribution on the Distribution Date to the Holders of each class of Principal Balance Certificates in reduction of the Certificate Principal Balance of such Class of Certificates (with

respect to the Class PST Certificates, also separately identifying the portion of such amount allocated to each Class PST Component);

2. the amount of the distribution on the Distribution Date to the Holders of each class of interest-bearing Certificates allocable to the interest distributable on that class of Certificates (with respect to the Class PST Certificates, also separately identifying the portion of such amount allocated to each Class PST Component);

3. the aggregate amount of P&I Advances made in respect of the Mortgage Pool for the Distribution Date;

4. the aggregate amount of compensation paid to the certificate administrator, the trust advisor, the trustee and the custodian and servicing compensation paid to the master servicer and the special servicer in respect of the related Distribution Date;

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5. the aggregate Stated Principal Balance of the Mortgage Pool outstanding immediately before and immediately after the Distribution Date;

6. the number, aggregate principal balance, weighted average remaining term to maturity and weighted average mortgage rate of the mortgage loans as of the end of the related Collection Period;

7. the number and aggregate principal balance of mortgage loans (i) (A) delinquent 30 to 59 days, (B) delinquent 60 to 89 days, (C) delinquent 90 days or more and (D) current but specially serviced or in foreclosure but not an REO Property and (ii) the information described in Item 1100(b)(5) of Regulation AB to the extent material;

8. the value of any REO Property included in the Issuing Entity as of the end of the related Collection Period, on a loan-by-loan basis, based on the most recent appraisal or valuation;

9. the Available Distribution Amount for the Distribution Date;

10. the amount of the distribution on the Distribution Date to the Holders of any class of interest-bearing Certificates allocable to Yield Maintenance Charges and/or Prepayment Premiums (with respect to the Class PST Certificates, also separately identifying the portion of such amount allocated to each Class PST Component);

11. the total interest distributable for each class of interest-bearing Certificates (other than the Exchangeable Certificates) and the Trust Components (and in the case of each Trust Component, also separately identifying the portions of such amount attributable to each corresponding Class of Exchangeable Certificates and the corresponding Class PST Component that has the same letter designation as such Trust Component) for such Distribution Date, whether or not paid);

12. the Pass-Through Rate in effect for each class of interest-bearing Certificates (other than the Class PST Certificates) and each Trust Component for the Interest Accrual Period related to the current Distribution Date;

13. the Principal Distribution Amount for the Distribution Date, separately setting forth the portion thereof that represents scheduled principal and the portion thereof representing prepayments and other unscheduled collections in respect of principal;

14. the total outstanding Certificate Principal Balance or Notional Amount, as the case may be, of each class of Certificates (and, in the case of the Class PST Certificates, the portion of such amount attributable to each Class PST Component) and each Trust Component immediately before and immediately after the Distribution Date, separately identifying any reduction in these amounts as a result of the allocation of Collateral Support Deficit (and, in the case of the Class PST Certificates, the portion of such amount attributable to each Class PST Component) and Excess Trust Advisor Expenses (and, in the case of the Class PST Certificates, the portion of such amount attributable to each Class PST Component);

15. the amount of any Appraisal Reductions in effect as of the Distribution Date on a loan-by-loan basis and the aggregate amount of Appraisal Reductions as of the Distribution Date;

16. the number and related principal balances of any mortgage loans extended or modified during the related Collection Period on a loan-by-loan basis;

17. the amount of any remaining unpaid Distributable Certificate Interest for each class of interest-bearing Certificates and each Trust Component (and, in the case of the Class PST Certificates, the portion of such amount allocable to each Class PST Component) and if the full amount of the Principal Distribution Amount was not distributed on such Distribution Date, the portion of the shortfall affecting each class of Principal Balance Certificates; and, in the case of the Class B, Class PST, Class C, Class D, Class E and Class F Certificates, any reductions in Distributable Certificate Interest for such Class of Certificates resulting from the allocation of Trust Advisor Expenses (and, in the case

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of the Class PST Certificates, the portion of such amount allocable to each Class PST Component), as of the close of business on the Distribution Date;

18. a loan-by-loan listing of each mortgage loan which was the subject of a Principal Prepayment during the related Collection Period and the amount of Principal Prepayment occurring;

19. the amount of the distribution on the Distribution Date to the Holders of each class of Principal Balance Certificates in reimbursement of Collateral Support Deficit (and, in the case of the Class PST Certificates, the portion of such amount allocable to each Class PST Component) and Trust Advisor Expenses (with respect to the Class PST Certificates, separately identifying such amount allocated to each of the Class PST Components) previously allocated thereto;

20. the aggregate unpaid principal balance of the mortgage loans outstanding as of the close of business on the related Determination Date;

21. with respect to any mortgage loan as to which the special servicer determined that all payments or recoveries with respect to the mortgaged property have been ultimately recovered during the related Collection Period (other than through a payment in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds which are included in the Available Distribution Amount and other amounts received in connection with the liquidation (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of any loss attributable to the liquidation;

22. with respect to any REO Property included in the Issuing Entity as to which the special servicer determined that all payments or recoveries with respect to the mortgaged property have been ultimately recovered during the related Collection Period, (A) the loan number of the related mortgage loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with that determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of any loss attributable to the related REO mortgage loan in connection with that determination;

23. the aggregate amount of interest on P&I Advances in respect of the mortgage loans paid to the master servicer and/or the trustee since the prior Distribution Date;

24. the aggregate amount of interest on Servicing Advances in respect of the mortgage loans paid to the master servicer, the special servicer and/or the trustee since the prior Distribution Date;

25. a loan-by-loan listing of any mortgage loan which was defeased during the related Collection Period;

26. a loan-by-loan listing of any material modification, extension or waiver of a mortgage loan during the related Collection Period;

27. a loan-by-loan listing of any mortgage loan that was the subject of a Material Breach of a representation or warranty given with respect to any such mortgage loan by the applicable mortgage loan seller, as provided by the master servicer, the special servicer or the depositor;

28. the amounts of any Excess Liquidation Proceeds held in the Excess Liquidation Proceeds Account and the amount of any TA Unused Fees held in the TA Unused Fees Account;

29. the amount of the distribution on the Distribution Date to the Holders of the Class R Certificates;

30. the Distribution Date, Record Date, Interest Accrual Period and Determination Date for the related Distribution Date;

31. 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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32. exchanges of Exchangeable Certificates that took place since the last Distribution Date and the designations of the applicable Classes that were exchanged or, if applicable, that no such exchanges have occurred;

33. the amount of any CREFC® License Fee payable on such Distribution Date; and

34. such other information and in such form as may be specified in the Pooling and Servicing Agreement.

Each Distribution Date Statement will be substantially in the form of APPENDIX IV to this free writing prospectus.

If and for so long as the Issuing Entity is subject to the reporting requirements of the Exchange Act, the Distribution Date Statement will not be permitted to include references to the Rating Agencies or any ratings ascribed by any Rating Agency to any class of Certificates; provided that the form of Distribution Date Statement posted on the certificate administrator’s website may include such information.

Certificateholders, Certificate Owners, prospective purchasers of Certificates and any holder of a B Note or Serviced Companion Loan who have provided the certificate administrator with an Investor Certification may also obtain access to any of the certificate administrator reports upon request and pursuant to the provisions of the Pooling and Servicing Agreement.  Otherwise, until the time Definitive Certificates are issued to evidence the Certificates, the information described above will be available to the related Certificate Owners only if DTC and its participants provide the information to Certificate Owners.  See “RISK FACTORS—Risks Related to the Offered Certificates—Book-Entry Registration” in this free writing prospectus.

Information Available Electronically

The certificate administrator will be required to make available to any Privileged Person (provided that the prospectus supplement that relates to the Offered Certificates, the Pooling and Servicing Agreement, the Distribution Date Statements and the SEC filings referred to in clause (B) below will be made available to the general public) the following items via the certificate administrator’s website (provided that with respect to items not prepared by the certificate administrator, the certificate administrator will be required to make such items available only to the extent it has received such items):

(A) the following “deal documents”:

● the prospectus supplement that relates to the Offered Certificates and the Private Placement Memorandum;

● 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; and

● the CREFC® loan setup file;

(B) the following “filings”:

● any reports on Forms 10-D, 10-K and 8-K that have been filed with respect to the Issuing Entity through the EDGAR system;

(C) the following “periodic reports”:

● the Distribution Date Statements;

● the CREFC® Reports prepared by, or delivered to, the certificate administrator (other than the CREFC® loan setup file referred to above); and

● the annual report prepared by the trust advisor;

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(D) the following “additional documents”:

● summaries of Final Asset Status Reports;

● inspection reports; and

● appraisals;

(E) the following “special notices”:

● notice of any waiver, modification or amendment of any term of any mortgage loan;

● notice of any amendment to any intercreditor agreement;

● notice of final payment on the Certificates;

● notice of termination of the master servicer or the special servicer;

● notice of a servicer termination event with respect to the master servicer or the special servicer;

● notice of the resignation of any party to the Pooling and Servicing Agreement and notice of the acceptance of appointment of a successor to such party, to the extent such notice is prepared or received by the certificate administrator;

● officer’s certificates supporting the determination that any advance was (or, if made, would be) a Nonrecoverable Advance;

● any notice of termination of the Issuing Entity;

● any Assessments of Compliance;

● any Attestation Reports;

● any reports delivered to the certificate administrator by the trust advisor in connection with its review of the special servicer’s Appraisal Reduction and net present value calculations as described under “SERVICING OF THE MORTGAGE LOANS—The Trust Advisor—Consultation Duties of the Trust Advisor;”

● any recommendation received by the certificate administrator from the trust advisor for the termination of the special servicer during any period when the trust advisor is entitled to make such a recommendation, and any direction of the requisite percentage of the Certificateholders to terminate the special servicer in response to such recommendation;

● notice of any request by the Holders of Certificates evidencing at least 25% of the Voting Rights of the Certificates to terminate and replace the special servicer or notice of any request by the Holders of Certificates evidencing at least 25% of the Voting Rights of the Certificates to terminate and replace the trust advisor; and

● any notice of the commencement or cessation of a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period;

(F) the “Investor Q&A Forum;” and

(G) solely to Certificateholders and Certificate Owners, the “Investor Registry.”

“Privileged Person” means the depositor, the underwriters, the initial purchasers, any mortgage loan seller, the master servicer, the special servicer, the Controlling Class Representative (but only during any Subordinate Control Period and any Collective Consultation Period), any Directing Holder (if and for so long as such party or its

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designee is the Directing Holder with respect to the related A/B Whole Loan or Loan Pair, as the case may be), the trustee, the certificate administrator, the custodian, the trust advisor, a designee of the depositor, any person who provides the certificate administrator with an Investor Certification, and any Rating Agency or other “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act (“NRSRO”), that provides the certificate administrator with a certification in the form attached to the Pooling and Servicing Agreement, which Investor Certification or rating agency certification may be submitted electronically via the certificate administrator’s website; provided that in no event will a borrower, a manager of a mortgaged property, an affiliate of a borrower, an affiliate of a manager of a mortgaged property or an agent of any of the foregoing be considered a Privileged Person.  The holder of any Serviced Companion Loan, B Note or Non-Serviced Companion Loan (in each case, including any trustee, master servicer, special servicer, controlling class representative, certificate administrator or custodian with respect to any securitization thereof) will also be a Privileged Person to the extent such holder provides the certificate administrator a certification in the form attached to the Pooling and Servicing Agreement.

The certificate administrator will make the “Investor Q&A Forum” available to Privileged Persons via the certificate administrator’s website, where Certificateholders, Certificate Owners and prospective purchasers of Certificates may submit inquiries to the certificate administrator relating to the Distribution Date Statement, submit inquiries to the master servicer or the special servicer relating to servicing reports prepared by that party, the mortgage loans (or A/B Whole Loans or Loan Pairs) or the mortgaged properties, submit inquiries to the trust advisor relating to any trust advisor annual reports or actions by the special servicer referenced in any such report, and view previously submitted inquiries and related answers.  The certificate administrator will forward such inquiries to the appropriate person.  The certificate administrator, the trust advisor, the master servicer or the special servicer, as applicable, will be required to answer each inquiry, unless it determines that the inquiry is beyond the scope described above or that 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 loan documents, would materially increase the duties of, or result in significant additional cost or expense to, the certificate administrator, the trust advisor, the master servicer or the special servicer, as applicable, or is otherwise not advisable.  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.  In addition, no party will post or otherwise disclose direct communications with the Controlling Class Representative as part of its response to any inquiries.  The Investor Q&A Forum may not reflect questions, answers, and other communications which are not submitted through the certificate administrator’s website.  Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and will not be deemed to be answers from any other person, including the depositor and the underwriters, and no other party will have any responsibility or liability for the content of any such information.  None of the underwriters, depositor, any of their respective affiliates or any other person will certify as to the accuracy of any of the information posted in the Investor Q&A Forum that was based, in whole or in part, on information received from third parties.

The certificate administrator will make the “Investor Registry” available to any Certificateholder and Certificate Owner (other than a borrower, a manager, an affiliate of a borrower or manager or any of their respective agents) via the certificate administrator’s website.  Certificateholders and Certificate Owners may register on a voluntary basis for the Investor Registry and obtain contact information for any other Certificateholder or Certificate Owner that has also registered, provided that they comply with certain requirements as provided for in the Pooling and Servicing Agreement.

The certificate administrator’s website will initially be located at www.ctslink.com.  Access to information that is not otherwise made available by the certificate administrator to the general public on the certificate administrator’s website will be provided by the certificate administrator to any investor or prospective investor (other than a borrower, a manager, an affiliate of a borrower or manager or any of their respective agents) upon receipt by the certificate administrator from such person of an Investor Certification in the form(s) attached to the Pooling and Servicing Agreement, which form(s) will also be located on and submitted electronically via the certificate administrator’s website.  The parties to the Pooling and Servicing Agreement will not be required to provide that certification.  In connection with providing access to the certificate administrator’s website, the certificate administrator may require registration and the acceptance of a disclaimer which may include, for example, that the certificate administrator will make no representations or warranties as to the accuracy or completeness of information provided by it that was based, in whole or in part, on information received from third

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parties, and will assume no responsibility for them.  The certificate administrator will not be liable for the dissemination of information in accordance with the terms of the Pooling and Servicing Agreement.  The certificate administrator will not be deemed to have knowledge of any information posted on its website solely by virtue of such posting.  In addition, the certificate administrator may disclaim responsibility for any information for which it is not the original source.  Assistance in using the certificate administrator’s website can be obtained by calling its customer service desk at (866) 846-4526.

“Investor Certification” means a certificate (which may be in electronic form) representing that the person executing the certificate (1) is a Certificateholder, a Certificate Owner or a prospective purchaser that, in the case of an Offered Certificate, has received a copy of the final prospectus supplement in respect of the Offered Certificates and the prospectus attached to this free writing prospectus, or a holder of a B Note or Serviced Companion Loan and (2) is not a borrower, a manager, an affiliate of a borrower or manager or an agent of any of the foregoing, substantially in the form provided for in the Pooling and Servicing Agreement.  The certificate administrator may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.

“CREFC®”  means the CRE Finance Council®.

“CREFC® Reports” collectively refer to the following electronic files prepared using the applicable CREFC® model document template:  (i) bond level file, (ii) collateral summary file, (iii) property file, (iv) loan periodic update file, (v) loan setup file, (vi) financial file, (vii) special servicer loan file, (viii) comparative financial status report, (ix) delinquent loan status report, (x) historical loan modification and corrected mortgage loan report, (xi) operating statement analysis report, (xii) NOI adjustment worksheet, (xiii) REO status report, (xiv) servicer watch list, (xv) loan level reserve – LOC report, (xvi) advance recovery report, (xvii) total loan report and (xviii) reconciliation of funds report.

“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Securities and Exchange Commission (the “SEC”) in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (Jan. 7, 2005)) or by the staff of the SEC, or as may be provided by the SEC or its staff from time to time.

“17g-5 Information Provider” means the certificate administrator acting in its capacity as the 17g-5 Information Provider under the Pooling and Servicing Agreement.

Other Information

The Pooling and Servicing Agreement will obligate the trustee, the certificate administrator or the custodian, as applicable, to make available or cause to be made available at its respective offices, during normal business hours, upon reasonable advance written notice, for review by any Privileged Persons, originals or copies, in paper or electronic form, of various documents related to the assets of the Issuing Entity and the administration of the Issuing Entity.  Those documents include (among other things) the mortgage files for the mortgage loans, notices of any waiver, modification or amendment of any term of a mortgage loan and each of the documents made available by the certificate administrator via its website as described under “—Information Available Electronically” above.  The trustee, the certificate administrator or any document custodian, as the case may be, will be permitted to require payment of a sum sufficient to cover the reasonable out-of-pocket costs and expenses of providing the copies.  The certificate administrator may require a Privileged Person to execute a confidentiality agreement prior to granting access to the information described above.

The certificate administrator will make available on its website all Distribution Date Statements, CREFC® Reports and supplemental notices (provided that they are received by the certificate administrator) to certain modeling financial services (i.e., BlackRock Financial Management, Inc., Bloomberg, L.P., Trepp, LLC, Markit, CMBS.com, Inc. and Intex Solutions, Inc.), subject to, and in accordance with, the terms of the Pooling and Servicing Agreement.

In connection with providing access to or copies of the items described above to Certificateholders, Certificate Owners and prospective purchasers of Certificates, the trustee, the master servicer, the special servicer, the

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certificate administrator, the trust advisor or the custodian, as the case may be, may be required to obtain an Investor Certification executed by the requesting person or entity.

The Issuing Entity 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 Offered Certificates, to the extent, and for such time, as it will be required to do so under the Exchange Act.  Such reports will be filed under the name “Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11” and as part of the registration statement on Form S-3 (File No. 333-177707).  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, on official business days between the hours of 10:00 a.m. and 3:00 p.m. local time.  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.

Book-Entry Certificates

The master servicer, the special servicer, the certificate administrator and the depositor are required to recognize as Certificateholders only those persons in whose names the Certificates are registered with the certificate registrar as of the related Record Date; however, any Certificate Owner that has delivered to the certificate registrar an Investor Certification will be recognized as a Certificateholder for purposes of obtaining the foregoing information and access.

Example of Distributions

The following chart sets forth an example of distributions on the Offered Certificates assuming the Offered Certificates are issued in August 2013:

The close of business on:
August 1, 2013	(A)	Cut-off Date.
August 30, 2013	(B)	Record Date for all Classes of Offered Certificates.
August 1, 2013 – September 11, 2013	(C)	The Collection Period.  The master servicer receives Scheduled Payments due after the Cut-off Date and any Principal Prepayments made after the Cut-off Date and on or prior to September 11, 2013.
September 11, 2013	(D)	Determination Date for mortgage loans.
September 16, 2013	(E)	Master Servicer Remittance Date (one  (1) Business Day prior to the Distribution Date).
September 17, 2013	(F)	Distribution Date.

Succeeding monthly periods follow the pattern of (B) through (F) above (except as described below).

(A) The outstanding principal balance of the mortgage loans will be the aggregate outstanding principal balance of the mortgage loans at the close of business on the Cut-off Date, after deducting principal payments due on or before such date, whether or not received.  Principal payments due on or before such date, and the accompanying interest payments, are not part of the Issuing Entity.

(B) Distributions on the next Distribution Date will be made to those persons that are the Certificateholders of record on this date.  Each subsequent Record Date will be the last business day of the month preceding the related Distribution Date.

(C) Any Scheduled Payments due and collected, and Principal Prepayments collected, after the Cut-off Date and on or prior to September 11, 2013 will be deposited into the Collection Account.  Each subsequent Collection Period will begin on the day after the Determination Date in the month preceding the month of each Distribution Date and will end on the Determination Date in the month in which the Distribution Date occurs.

(D) Generally, as of the close of business on the Determination Date, the master servicer will have determined the amounts of principal and interest that will be remitted with respect to the related Collection Period.

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(E) The master servicer will remit to the certificate administrator no later than the business day prior to the related Distribution Date all amounts held by the master servicer, and any P&I Advances required to be made by the master servicer, that together constitute the Available Distribution Amount for such Distribution Date.

(F) The certificate administrator will make distributions to the Certificateholders on the 4th Business Day after the related Determination Date in each month.

Expected Final Distribution Date; Rated Final Distribution Date

The expected final Distribution Date for each class of Offered Certificates presented on the cover of this free writing prospectus (with respect to each such class, the “Expected Final Distribution Date”) is the date on which such class is expected to be paid in full (or, in the case of the Class X-A Certificates, the date on which the related Notional Amount is reduced to zero), assuming timely payments and no Principal Prepayments (other than payments with respect to ARD Loans on their Anticipated Repayment Dates) will be made on the mortgage loans in accordance with their terms and otherwise based on the Structuring Assumptions.  The actual final Distribution Date for any class may be earlier or later (and could be substantially later) than the Expected Final Distribution Date.

The “Rated Final Distribution Date” of each Class of Offered Certificates is the Distribution Date in August 2046.

The ratings assigned by the Rating Agencies to each Class of Offered Certificates reflect an assessment of the likelihood that the Certificateholders of such Class will receive timely payments of interest (if any) and, if such Class of Offered Certificates has a Certificate Principal Balance, ultimate payment of principal, on or before the Rated Final Distribution Date.

Amendments to the Pooling and Servicing Agreement

The Pooling and Servicing Agreement may be amended from time to time by the parties to the Pooling and Servicing Agreement, without notice to or the consent of any of the Certificateholders, to do the following:

● to cure any ambiguity;

● to cause the provisions in the Pooling and Servicing Agreement to conform to or be consistent with or in furtherance of the statements made with respect to the Certificates, the Issuing Entity or the Pooling and Servicing Agreement in this free writing prospectus, in the attached prospectus, in the final prospectus supplement for the Offered Certificates or in the Private Placement Memorandum, or to correct or supplement any provision which may be inconsistent with any other provisions;

● to amend any provision of the Pooling and Servicing Agreement to the extent necessary or desirable to maintain the status of each REMIC (or any grantor trust portion of the Issuing Entity) for the purposes of federal income tax law (or comparable provisions of state income tax law);

● to make any other provisions with respect to matters or questions arising under or with respect to the Pooling and Servicing Agreement not inconsistent with the provisions therein;

● to modify, add to or eliminate the provisions in the Pooling and Servicing Agreement relating to transfers of Class R Certificates;

● to amend any provision of the Pooling and Servicing Agreement to the extent necessary or desirable to list the Certificates on a stock exchange, including, without limitation, the appointment of one or more sub-certificate administrators and the requirement that certain information be delivered to such sub-certificate administrators;

● to modify the provisions relating to the timing of Advance reimbursements in order to conform them to the commercial mortgage-backed securities industry standard for such provisions if (w) the depositor, the trustee and the master servicer determine that that industry standard has changed, (x) such modification will

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not result in an adverse REMIC event or adverse grantor trust event, as evidenced by an opinion of counsel, (y) each Rating Agency must have been provided with a Rating Agency Communication with respect to such modification, and (z) during any Subordinate Control Period and any Collective Consultation Period, the Controlling Class Representative consents to such modification;

● to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5 under the Exchange Act; provided that if such modification materially increases the obligations of the trustee, the certificate administrator, the custodian, the 17g-5 Information Provider, the trust advisor, the depositor, the master servicer or the special servicer, then the consent of such party will be required;

● to modify, alter, amend, add or to rescind any of the provisions contained in the Pooling and Servicing Agreement if and to the extent necessary to comply with any rules or regulations promulgated, or any guidance provided with respect to Rule 15Ga-1 under the Exchange Act, by the SEC from time to time;

● to amend the provisions of the Pooling and Servicing Agreement described under “SERVICING OF THE MORTGAGE LOANS—Rating Agency Confirmations” or the definition of “Rating Agency Confirmation”;

● if a TIA Applicability Determination is made, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (and, if necessary, the Certificates) to the extent necessary to (A) effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement (and, if necessary, the Certificates) such other provisions as may be expressly required by the TIA, and (B) modify such other provisions of the Pooling and Servicing Agreement (and, if necessary, the Certificates) to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to clause (A); or

● any other amendment which does not adversely affect in any material respect the interests of any Certificateholder (unless such Certificateholder consents).

With respect to the eleventh bullet above, the Division of Corporation Finance of the SEC has previously published guidance on the SEC’s website as Division of Corporation Finance Interpretive Response 202.01 regarding the Trust Indenture Act of 1939 - Last Update: March 30, 2007 - Section 202.  That guidance stated in relevant part that “Certificates representing a beneficial ownership interest in a trust [that] include[s] a pool of mortgage loans with multiple obligors administered pursuant to a “pooling and servicing agreement[]” … are treated as exempt from the Trust Indenture Act under Section 304(a)(2) thereof.”  That guidance is supported by more than three decades of market and SEC practice.  In light of that prior SEC guidance and historical industry practice, and based on the depositor’s independent analysis of the applicability of the Trust Indenture Act of 1939 (the “TIA”) to the Pooling and Servicing Agreement, the depositor has determined in connection with the offering of the Offered Certificates that it will not initially qualify the Pooling and Servicing Agreement under the TIA.  However, we hereby advise you that in a recent federal district court ruling (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)) District Judge Pauley of the United States District Court for the Southern District of New York, on a motion to dismiss, held that the TIA was applicable to certain agreements similar to the Pooling and Servicing Agreement and that the mortgage-backed certificates issued pursuant to such agreements were debt and not exempt under Section 304(a)(2) of the TIA.  This ruling is contrary to the SEC’s previously published guidance described above and historical industry practice, and on May 3, 2012, the Division of Corporation Finance of the SEC advised that it is considering Trust Indenture Act CDI 202.01 in light of this ruling.  On December 7, 2012, District Judge Forrest of the United States District Court for the Southern District of New York, again on a motion to dismiss, held that the TIA applies to mortgage-backed securities issued under various pooling and servicing agreements similar to the Pooling and Servicing Agreement because the certificates are debt for purposes of the TIA (Policemen’s Annuity and Benefit Fund of the City of Chicago v. Bank of America, et.al, 12 Civ. 2865 (KBF) (S.D.N.Y. Dec. 7, 2012)).  A similar class action complaint alleging violations of the TIA was filed on May 15, 2012 in front of  District Judge Koeltl of the United States District Court for the Southern District of New York , (Oklahoma Police Pension and Retirement Sys. v. U.S. Bank Nat’l Assoc., No. 11-cv-08066-JGK (S.D.N.Y.)).  The depositor is not aware of any other case law to the effect that the TIA is applicable to agreements similar to the Pooling and Servicing Agreement other than the cases referenced above.  The depositor understands that on February 14, 2013, District Judge Pauley

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granted a motion to certify his ruling for interlocutory appeal to the United States Court of Appeals for the Second Circuit.  The depositor also understands that on May 6, 2013, District Judge Forrest in the Bank of America case denied the defendants’ motion to dismiss, finding, among other things, that the certificates in that case were not exempt under the TIA.  On the other hand, the depositor further understands that on June 6, 2013, District Judge Koeltl, citing Section 304(a)(2) of the TIA, prior SEC guidance and legislative history, held that the TIA does not apply to mortgage-backed securities issued under pooling and servicing agreements similar to the Pooling and Servicing Agreement.  If there is an affirmation of either of the Policemen’s Annuity and Benefit Fund cases (or a decision in favor of the plaintiffs, as applicable) by the applicable court or on appeal by any higher court or a change by the Division of Corporation Finance of the SEC of its position that agreements similar to the Pooling and Servicing Agreement are exempt from the TIA under Section 304(a)(2), that would likely result in the Pooling and Servicing Agreement being required to be qualified under the TIA.  Depending on the circumstances, rulings by lower courts similar to the foregoing cases, as well as litigation involving the Pooling and Servicing Agreement, could also result in its being required to be qualified under the TIA.  It is expected that the depositor, in consultation with the trustee, will perform on an ongoing basis an analysis as to whether the TIA applies to the Pooling and Servicing Agreement.  If, subsequent to the date of this free writing prospectus, the depositor, upon consultation with the trustee, determines 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 (and, if necessary, the Offered Certificates) 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.

No such amendment effected pursuant to the first, second or fourth bullet above may (A) adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment without the consent of 100% of the Certificateholders (if adversely affected) or (B) adversely affect the status of any REMIC (or any grantor trust portion of the Issuing Entity).  Prior to entering into any amendment without the consent of Certificateholders pursuant to this paragraph, the trustee may require an opinion of counsel.

The Pooling and Servicing Agreement may also be amended from time to time by the parties with the consent of the Certificateholders of not less than 51% of the aggregate voting rights of all the Certificates then outstanding (as calculated under the Pooling and Servicing Agreement), 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 of modifying in any manner the rights of the Certificateholders or such Holders; provided that no such amendment may:

● directly or indirectly reduce in any manner the amount of, or delay the timing of, the distributions required to be made on any Certificate without the consent of the Holder of such Certificate;

● modify the provisions of the Pooling and Servicing Agreement relating to amendments thereof without the consent of 100% of the Certificateholders;

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● eliminate or reduce the master servicer’s or the trustee’s obligation to advance or alter the Servicing Standard except as may be necessary or desirable to comply with Sections 860A through 860G of the Code and related Treasury regulations and rulings promulgated under the Code;

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● adversely affect the status of any REMIC created under the Pooling and Servicing Agreement for federal income tax purposes without the consent of 100% of the Certificateholders (including the Class R Certificateholders) or adversely affect the status of the Grantor Trust, without the consent of 100% of the Holders of, if applicable, the Class J Certificates and the Exchangeable Certificates.  The trustee must have received an opinion of counsel that any amendment pursuant to this paragraph is permitted under the Pooling and Servicing Agreement;

● adversely affect the interests of any class of Certificates without the consent of at least 66-2/3% of the aggregate voting rights of such class of Certificates; or

● adversely affect the voting rights of any class of Certificates without the consent of all of the Holders of such class of Certificates.

No amendment to the Pooling and Servicing Agreement that is materially adverse to the interests of any underwriter, or of the holder of any B Note or Serviced Companion Loan, may be effected unless such underwriter or the holder of such B Note or Serviced Companion Loan, as the case may be, provides written consent to such amendment.  In addition, no amendment to the Pooling and Servicing Agreement that increases the obligations or impairs the rights of any mortgage loan seller may be effected unless such mortgage loan seller provides written consent to such amendment.

Evidence as to Compliance

See “THE POOLING AND SERVICING AGREEMENTS—Evidence as to Compliance” in the attached prospectus for a description of certain provisions of the Pooling and Servicing Agreement requiring the trustee (if it has made any advance in the related preceding year), the certificate administrator, the custodian, the master servicer, the 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, the custodian, the master servicer and the special servicer will be required to provide, as applicable, 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.

Voting Rights

The Certificates will be allocated voting rights (the “Voting Rights”) for purposes of certain actions that may be taken pursuant to the Pooling and Servicing Agreement.  At any time that any Certificates are outstanding, the portion of the aggregate Voting Rights allocated among the respective classes of Certificateholders will be as follows:  (a) 0% in the case of the Class R Certificates; (b) 1% in the aggregate in the case of the Class X-A and Class X-B Certificates, allocated to such classes based on their respective Notional Amounts, and (c) in the case of any class of Principal Balance Certificates, a percentage equal to the product of (i) 99% multiplied by (ii) a fraction, the numerator of which is equal to the aggregate outstanding Certificate Principal Balance of such class and the denominator of which is equal to the aggregate outstanding Certificate Principal Balances of all classes of the Principal Balance Certificates; provided that, (i) if the vote relates to the termination or replacement of the special servicer or the trust advisor, the allocation of Voting Rights among the respective classes of Principal Balance Certificates pursuant to clause (c) of this definition will be based on the aggregate Certificate Principal Balance of each class of Principal Balance Certificates as notionally reduced by any Appraisal Reductions allocated to such class and (iii) the Class A-S Certificates and the Class PST Component A-S will be considered as if they together constitute a single “class”, the Class B Certificates and the Class PST Component B will be considered as if they together constitute a single “class”, the Class C Certificates and the Class PST Component C will be considered as if they together constitute as single “class”, and the Holders of the Class PST Certificates will have the Voting Rights so allocated to the Class PST Components based on their respective Certificate Principal Balances and no other Voting Rights.  The Voting Rights of any class of Certificates will be allocated among Holders of Certificates of such class in proportion to their respective Percentage Interests.

No Certificateholder, solely by virtue of its status as Certificateholder, will have any right by virtue or by availing of any provision of the Pooling and Servicing Agreement to institute any suit, action or proceeding in equity

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or at law upon or under or with respect to the Pooling and Servicing Agreement unless the Holders of Certificates evidencing not less than 50% of the aggregate Certificate Principal Balance of all Certificates then outstanding has made a written request to the trustee in compliance with the Pooling and Servicing Agreement to institute such action, suit or proceeding in its own name as trustee, and such trustee has neglected or refused to institute any such action, suit or proceeding.

A “Certificateholder” or “Holder” under the Pooling and Servicing Agreement is the person in whose name a Certificate is registered on the certificate register maintained pursuant to the Pooling and Servicing Agreement (including, solely for the purposes of distributing certain reports, statements or other information pursuant to the Pooling and Servicing Agreement, Certificate Owners or potential transferees of Certificates to the extent the person distributing such information has been provided with an Investor Certification).  Solely for the purpose of giving any consent or taking any action pursuant to the Pooling and Servicing Agreement, any Certificate beneficially owned by the depositor, the master servicer, the special servicer, the trustee, the certificate administrator, the custodian, the trust advisor, a manager of a mortgaged property, a borrower or any of their respective affiliates will be deemed not to be outstanding and the Voting Rights to which they are 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.  Notwithstanding the foregoing, for purposes of obtaining the consent of Certificateholders to an amendment of the Pooling and Servicing Agreement, any Certificate beneficially owned by the depositor, the master servicer, the special servicer, the trustee, the trust advisor, the certificate administrator, the custodian or any of their affiliates will be deemed to be outstanding, provided that such amendment does not relate to the termination, increase in compensation or material reduction of obligations of the depositor, the master servicer, the special servicer, the trustee, the trust advisor, the certificate administrator or the custodian or any of their affiliates.  Also notwithstanding the foregoing, the restrictions above will not apply to the exercise of the rights of the master servicer, the special servicer or an affiliate of the master servicer or the special servicer, if any, as a member of the Controlling Class.

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.

Matters Regarding the Certificate Administrator

The certificate administrator will be entitled to a monthly fee (the “Certificate Administrator Fee”) for its services.  That fee will accrue with respect to each and every mortgage loan.  In each case, that fee will accrue at 0.0051% per annum (the “Certificate Administrator Fee Rate”) on the unpaid principal balance of the subject mortgage loan outstanding from time to time and will be calculated based on the same interest accrual basis as the subject mortgage loan.  The Certificate Administrator Fee Rate will include the trustee fee rate and the custodian fee rate.  The certificate administrator fee is payable out of general collections on the mortgage loans and any REO Properties in the Issuing Entity.  In addition, the trustee, the custodian and the certificate administrator will be entitled to recover from the Issuing Entity all reasonable unanticipated expenses and disbursements incurred or made in accordance with any of the provisions of the Pooling and Servicing Agreement, but not including routine overhead expenses incurred in the ordinary course of performing its duties under the Pooling and Servicing Agreement, and not including any expense, disbursement or advance as may arise from its willful misfeasance, negligence or bad faith.

The certificate administrator and each of its directors, officers, employees, agents and controlling persons is entitled to indemnification from the Issuing Entity for any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action incurred without negligence, willful misconduct or bad faith on their respective part, arising out of, or in connection with the Pooling and Servicing Agreement, the mortgage loans, the Certificates and the acceptance or administration of the trusts or duties created under the Pooling and Servicing Agreement (including, without limitation, any unanticipated loss, liability or expense incurred in connection with any action or inaction of any master servicer, any special servicer, the trust advisor or the depositor but only to the extent the certificate administrator is unable to recover within a reasonable period of time such amount from such third party pursuant to the Pooling and Servicing Agreement), including the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties under the Pooling and Servicing Agreement, and the certificate administrator and each of its directors, officers, employees, agents and controlling

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persons will be entitled to indemnification from the Issuing Entity for any unanticipated loss, liability or expense incurred without negligence, bad faith or willful misconduct in connection with the provision by it of the reports required to be provided by it pursuant to the Pooling and Servicing Agreement.

The certificate administrator will not be personally liable for any action reasonably taken, suffered or omitted by it in its reasonable business judgment and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by the Pooling and Servicing Agreement.  The certificate administrator will not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under the Pooling and Servicing Agreement or in the exercise of any of its rights or powers if it has reasonable grounds for believing that repayment of those funds or adequate indemnity against that risk or liability is not reasonably assured to it.

Resignation and Removal of Certificate Administrator

The certificate administrator may at any time resign from its obligations and duties under the Pooling and Servicing Agreement by giving written notice to the depositor and the master servicer, among others.  Upon receiving the notice of resignation, the depositor is required promptly to appoint a successor certificate administrator.  If no successor certificate administrator has been so appointed and have accepted appointment within thirty (30) days after the giving of the notice of resignation, the resigning certificate administrator may petition any court of competent jurisdiction for the appointment of a successor certificate administrator.

The Holders of Certificates representing a majority of the Voting Rights of the Certificates may for cause remove the certificate administrator, upon written notice to the master servicer, the special servicer, us, the certificate administrator and the trustee.

If at any time (i) the certificate administrator ceases to be eligible to continue as certificate administrator under the Pooling and Servicing Agreement, or (ii) the certificate administrator becomes incapable of acting, or is adjudged bankrupt or insolvent, or a receiver of the certificate administrator or of its property is appointed, or any public officer takes charge or control of the certificate administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or (iii) a tax is imposed or threatened with respect to the Issuing Entity or any REMIC by any state in which the certificate administrator or the Issuing Entity is located solely because of the location of the certificate administrator in such state; provided that, if the certificate administrator agrees to indemnify the Issuing Entity for such taxes, it will not be removed pursuant to this clause (iii), or (iv) the continuation of the certificate administrator as such would result in a downgrade, qualification or withdrawal of the rating by any Rating Agency of any class of Certificates with a rating as evidenced in writing by any Rating Agency, then the depositor will be required to remove the certificate administrator and appoint a successor certificate administrator.  In the case of removal under clauses (i), (ii), (iii) or (iv) above, the certificate administrator will bear all such costs of transfer.  If the Issuing Entity, or any securitization trust that holds a Serviced Companion Loan, is subject to the reporting requirements of the Exchange Act, and the certificate administrator or any Additional Servicer, sub-servicer or Servicing Function Participant engaged by it fails to perform (subject to any applicable grace periods set forth therein) any of its reporting obligations under the Pooling and Servicing Agreement (and such failure to perform is not the result of another party’s failure to deliver required information), the certificate administrator will be required, if so requested by the depositor, to resign from its obligations within sixty (60) calendar days of such request and, if it fails to resign within such time period, the depositor will have the right to remove and replace the certificate administrator in accordance with the procedure described above.

Upon any succession of the certificate administrator, the predecessor certificate administrator will be entitled to the payment of compensation and reimbursement agreed to under the Pooling and Servicing Agreement for services rendered and expenses incurred.

The Trustee

The trustee is at all times required to be, and will be required to resign if it fails to be, (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A-”

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by Fitch and at least “A2” by Moody’s and that has a short-term unsecured debt rating from Fitch of at least “F1” and from Moody’s of at least “P-1” (or, in the case of either Fitch or Moody’s, such lower rating as is the subject of a confirmation from such Rating Agency and Morningstar that such trustee will not cause a downgrade, withdrawal or qualification of the then current ratings of any class of certificates) and (iv) an entity that is not a Prohibited Party.

“Prohibited Party” means (i) an entity that is a proposed Servicing Function Participant that the master servicer, the certificate administrator, the special servicer, the trustee, the custodian, the trust advisor or any primary servicer, as applicable, seeks to retain as a Servicing Function Participant and that the master servicer, the certificate administrator, the special servicer, the trustee, the custodian, the trust advisor or any primary servicer, as applicable, has actual knowledge (obtained by written notice or through actual experience) has failed to comply (after any applicable cure period) with its Exchange Act or Regulation AB compliance obligations with respect to the Issuing Entity on any prior date or any other securitization transaction or (ii) any entity identified in writing (delivered prior to the date of retention) by the depositor to the master servicer, the certificate administrator, the special servicer, the trustee, the custodian, the trust advisor or any primary servicer, as applicable, as an entity that the depositor has knowledge has failed on any prior date to comply (after any applicable cure period) with its Exchange Act or Regulation AB obligations with respect to the Issuing Entity or any other securitization transaction.

Duties of the Trustee

The trustee will make no representations as to the validity or sufficiency of the Pooling and Servicing Agreement, the Certificates or any asset or related document and is not accountable for the use or application by the depositor or the master servicer or the special servicer of any of the Certificates or any of the proceeds of the Certificates, or for the use or application by the depositor or the master servicer or the special servicer of funds paid in consideration of the assignment of the mortgage loans to the Issuing Entity or deposited into any fund or account maintained with respect to the Certificates or any account maintained pursuant to the Pooling and Servicing Agreement or for investment of any such amounts.  If no Master Servicer Termination Event has occurred and is continuing, the trustee is required to perform only those duties specifically required under the Pooling and Servicing Agreement.  However, upon receipt of the various certificates, reports or other instruments required to be furnished to it, the trustee is required to examine the documents and to determine whether they conform on their face to the requirements of the Pooling and Servicing Agreement.  The trustee is required to notify Certificateholders of any termination of a master servicer or special servicer or appointment of a successor to the master servicer or the special servicer.  The trustee will be obligated to make any Advance required to be made, and not made, by the master servicer under the Pooling and Servicing Agreement, provided that the trustee will not be obligated to make any Advance that it deems to be a Nonrecoverable Advance.  The trustee will be entitled, but not obligated, to rely conclusively on any determination by the master servicer or the special servicer (solely in the case of Servicing Advances) that such Advance, if made, would be a Nonrecoverable Advance.  The trustee will be entitled to reimbursement for each Advance made by it in the same manner and to the same extent as, but prior to, the master servicer.  See “DESCRIPTION OF THE OFFERED CERTIFICATES—Advances” in this free writing prospectus.

In addition to having express duties under the Pooling and Servicing Agreement, the trustee, as a fiduciary, also has certain duties unique to fiduciaries under applicable law.  In general, the trustee will be subject to certain federal laws and, because the Pooling and Servicing Agreement is governed by New York law, certain New York state laws.  As a national bank acting in a fiduciary capacity, the trustee will, in the administration of its duties under the Pooling and Servicing Agreement, be subject to certain regulations promulgated by the Office of the Comptroller of the Currency, specifically those set forth in Chapter 12, Part 9 of the Code of Federal Regulations.  New York common law has required fiduciaries of common law trusts formed in New York to perform their duties in accordance with the “prudent person” standard, which, in this transaction, would require the trustee to exercise such diligence and care in the administration of the Issuing Entity as a person of ordinary prudence would employ in managing his own property.  However, under New York common law, the application of this standard of care can be restricted contractually to apply only after the occurrence of a default.  The Pooling and Servicing Agreement will provide that the trustee is subject to the prudent person standard only for so long as a Master Servicer Termination Event or Trust Advisor Termination Event has occurred and remains uncured.

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Matters Regarding the Trustee

The trustee and its directors, officers, employees, agents and controlling persons will not have any liability to the Issuing Entity or the Certificateholders arising out of or in connection with the Pooling and Servicing Agreement, except for their respective negligent failure to act or their own negligence, willful misconduct or bad faith.

The trustee and each of its directors, officers, employees, agents and controlling persons is entitled to indemnification from the Issuing Entity for any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action incurred without negligence, willful misconduct or bad faith on their respective part, arising out of, or in connection with the Pooling and Servicing Agreement, the mortgage loans, the Certificates and the acceptance or administration of the trusts or duties created under the Pooling and Servicing Agreement (including, without limitation, any unanticipated loss, liability or expense incurred in connection with any action or inaction of any master servicer, any special servicer, the trust advisor or the depositor but only to the extent the trustee is unable to recover within a reasonable period of time such amount from such third party pursuant to the Pooling and Servicing Agreement), including the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties under the Pooling and Servicing Agreement and the trustee and each of its directors, officers, employees, agents and controlling persons will be entitled to indemnification from the Issuing Entity for any unanticipated loss, liability or expense incurred without negligence, bad faith or willful misconduct in connection with the provision by it of the reports required to be provided by it pursuant to the Pooling and Servicing Agreement.

Resignation and Removal of the Trustee

The trustee may at any time resign from its obligations and duties under the Pooling and Servicing Agreement by giving written notice to the depositor and the master servicer, among others.  Upon receiving the notice of resignation, the depositor is required promptly to appoint a successor trustee meeting the requirements set forth above.  If no successor trustee has been so appointed and have accepted appointment within thirty (30) days after the giving of the notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee.  The Pooling and Servicing Agreement provides that expenses relating to resignation of the trustee will be required to be paid by the trustee.

The Holders of Certificates representing a majority of the Voting Rights of the Certificates may for cause remove the trustee, upon written notice to the master servicer, the special servicer, us, the certificate administrator and the trustee.

If at any time (i) the trustee ceases to be eligible to continue as trustee under the Pooling and Servicing Agreement, or (ii) the trustee becomes incapable of acting, or is adjudged bankrupt or insolvent, or a receiver of the trustee or of its property is appointed, or any public officer takes charge or control of the trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or (iii) a tax is imposed or threatened with respect to the Issuing Entity or any REMIC by any state in which the trustee or the Issuing Entity is located solely because of the location of the trustee in such state; provided that, if the trustee agrees to indemnify the Issuing Entity for such taxes, it will not be removed pursuant to this clause (iii), or (iv) the continuation of the trustee as such would result in a downgrade, qualification or withdrawal of the rating by any Rating Agency of any class of Certificates with a rating as evidenced in writing by any Rating Agency, then the depositor may remove the trustee and appoint a successor trustee meeting the eligibility requirements set forth above.  In the case of removal under clauses (i), (ii), (iii) or (iv) above, the trustee will bear all such costs of transfer.  If the Issuing Entity, or any securitization trust that holds a Serviced Companion Loan, is subject to the reporting requirements of the Exchange Act, and the trustee or any Additional Servicer, sub-servicer or Servicing Function Participant engaged by it fails to perform (subject to any applicable grace periods set forth therein) any of its reporting obligations under the Pooling and Servicing Agreement (and such failure to perform is not the result of another party’s failure to deliver required information), the trustee will be required, if so requested by the depositor, to resign from its obligations within sixty (60) calendar days of such request and, if it fails to resign within such time period, the depositor will have the right to remove and replace the trustee in accordance with the procedure described above.

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Any resignation or removal of the trustee and appointment of a successor trustee will not become effective until acceptance of appointment by the successor trustee meeting the eligibility requirements set forth above.  Upon any succession of the trustee, the predecessor trustee will be entitled to the payment of compensation and reimbursement agreed to under the Pooling and Servicing Agreement for services rendered and expenses incurred.

Trustee Compensation

As compensation for the performance of its duties as trustee, the trustee will be paid the monthly trustee fee (the “Trustee Fee”).  The Trustee Fee is to be paid from the Certificate Administrator Fee by the certificate administrator.  In addition, the trustee will be entitled to recover from the Issuing Entity all reasonable unanticipated out-of-pocket expenses and disbursements incurred or made by the trustee in accordance with any of the provisions of the Pooling and Servicing Agreement, but not including expenses incurred in the ordinary course of performing its duties as trustee under the Pooling and Servicing Agreement, and not including any expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct.

The Custodian

The custodian is at all times required to be, and will be required to resign if it fails to be, (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A-” by Fitch and at least “A2” by Moody’s and that has a short-term unsecured debt rating from Fitch of at least “F1” and from Moody’s of at least “P-1” (or, in the case of either Fitch or Moody’s, such lower rating as is the subject of a confirmation from such Rating Agency and Morningstar that such trustee will not cause a downgrade, withdrawal or qualification of the then current ratings of any class of certificates), and (iv) an entity that is not a Prohibited Party.

Duties of the Custodian

The custodian will make no representations as to the validity or sufficiency of the Pooling and Servicing Agreement, the Certificates or any asset or related document and is not accountable for the use or application by the depositor, the master servicer, the special servicer, the trustee or the certificate administrator of any of the Certificates or any of the proceeds of the Certificates, or for the use or application by any such party of funds paid in consideration of the assignment of the mortgage loans to the Issuing Entity or deposited into any fund or account maintained with respect to the Certificates or any account maintained pursuant to the Pooling and Servicing Agreement or for investment of any such amounts.  Upon receipt of the various certificates, reports or other instruments required to be furnished to it, the custodian is required to examine the documents and to determine whether they conform on their face to the requirements of the Pooling and Servicing Agreement.

Matters Regarding the Custodian

The custodian and its directors, officers, employees, agents and controlling persons will not have any liability to the Issuing Entity or the Certificateholders arising out of or in connection with the Pooling and Servicing Agreement, except for their respective negligent failure to act or their own negligence, willful misconduct or bad faith.

The custodian and each of its directors, officers, employees, agents and controlling persons is entitled to indemnification from the Issuing Entity for any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action incurred without negligence, willful misconduct or bad faith on their respective part, arising out of, or in connection with the Pooling and Servicing Agreement, the mortgage loans, the Certificates and the acceptance or administration of the trusts or duties created under the Pooling and Servicing Agreement (including, without limitation, any unanticipated loss, liability or expense incurred in connection with any action or inaction of any master servicer, any special servicer, the trust advisor, the certificate administrator, the trustee, or the depositor but only to the extent the custodian is unable to recover within a reasonable period of time such amount from such third

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party pursuant to the Pooling and Servicing Agreement), including the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties under the Pooling and Servicing Agreement, and the custodian and each of its directors, officers, employees, agents and controlling persons will be entitled to indemnification from the Issuing Entity for any unanticipated loss, liability or expense incurred without negligence, bad faith or willful misconduct in connection with the provision by it of the reports required to be provided by it pursuant to the Pooling and Servicing Agreement.

The custodian will not be personally liable for any action reasonably taken, suffered or omitted by it in its reasonable business judgment and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by the Pooling and Servicing Agreement.  The custodian will not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under the Pooling and Servicing Agreement or in the exercise of any of its rights or powers if it has reasonable grounds for believing that repayment of those funds or adequate indemnity against that risk or liability is not reasonably assured to it.

Resignation and Removal of the Custodian

The custodian may at any time resign from its obligations and duties under the Pooling and Servicing Agreement by giving written notice to the depositor, the trustee, and the master servicer, among others.  Upon receiving the notice of resignation, the depositor is required promptly to appoint a successor custodian meeting the requirements set forth above.  If no successor custodian has been so appointed and have accepted appointment within thirty (30) days after the giving of the notice of resignation, the resigning custodian may petition any court of competent jurisdiction for the appointment of a successor custodian.  The Pooling and Servicing Agreement provides that expenses relating to resignation of the custodian will be required to be paid by the custodian.

The Holders of Certificates representing a majority of the Voting Rights of the Certificates may for cause remove the custodian, upon written notice to the custodian, the master servicer, the special servicer, us, the certificate administrator and the trustee.

If at any time (i) the custodian ceases to be eligible to continue as custodian under the Pooling and Servicing Agreement, or (ii) the custodian becomes incapable of acting, or is adjudged bankrupt or insolvent, or a receiver of the custodian or of its property is appointed, or any public officer takes charge or control of the custodian or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or (iii) a tax is imposed or threatened with respect to the Issuing Entity or any REMIC by any state in which the custodian or the Issuing Entity is located solely because of the location of the custodian in such state; provided that, if the custodian agrees to indemnify the Issuing Entity for such taxes, it will not be removed pursuant to this clause (iii), or (iv) the continuation of the custodian as such would result in a downgrade, qualification or withdrawal of the rating by any Rating Agency of any class of Certificates with a rating as evidenced in writing by any Rating Agency, then the depositor may remove the custodian and appoint a successor custodian meeting the eligibility requirements set forth above.  In the case of removal under clauses (i), (ii), (iii) or (iv) above, the custodian will bear all such costs of transfer.  If the Issuing Entity, or any securitization trust that holds a Serviced Companion Loan, is subject to the reporting requirements of the Exchange Act, and the custodian or Additional Servicer, sub-servicer or Servicing Function Participant engaged by it fails to perform (subject to any applicable grace periods set forth therein) any of its reporting obligations under the Pooling and Servicing Agreement (and such default is not the result of another party’s failure to deliver required information), the custodian will be required, if so requested by the depositor, to resign from its obligations within sixty (60) calendar days of such request and, if it fails to resign within such time period, the depositor will have the right to remove and replace the custodian in accordance with the procedure described above.

Any resignation or removal of the custodian and appointment of a successor custodian will not become effective until acceptance of appointment by the successor custodian meeting the eligibility requirements set forth above.  Upon any succession of the custodian, the predecessor custodian will be entitled to the payment of compensation and reimbursement agreed to under the Pooling and Servicing Agreement for services rendered and expenses incurred.

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Custodian Compensation

As compensation for the performance of its duties as custodian, the custodian will be paid the monthly custodian fee (the “Custodian Fee”).  The Custodian Fee is to be paid from the Certificate Administrator Fee by the certificate administrator.  In addition, the custodian will be entitled to recover from the Issuing Entity all reasonable unanticipated out-of-pocket expenses and disbursements incurred or made by the custodian in accordance with any of the provisions of the Pooling and Servicing Agreement, but not including expenses incurred in the ordinary course of performing its duties as custodian under the Pooling and Servicing Agreement, and not including any expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct.

Certificateholder Communications

Special Notices

Upon the written request of any Certificateholder or Certificate Owner that has provided the certificate administrator with an executed Investor Certification, the certificate administrator will transmit a special notice to all Certificateholders at their respective addresses appearing on the certificate register and Certificate Owners through DTC’s Participants in accordance with DTC procedures stating that the requesting Certificateholder or Certificate Owner, as the case may be, wishes to be contacted by other Certificateholders or Certificate Owners, setting forth the relevant contact information and briefly stating the reason for the requested contact, at the expense of the requesting Certificateholder or Certificate Owner, as the case may be.  The certificate administrator will be entitled to reimbursement from the requesting Certificateholder or Certificate Owner for the reasonable expenses of posting such special notices.

 Retention of Certain Certificates by Affiliates of Transaction Parties

Affiliates of the mortgage loan sellers, the depositor, the trustee, the certificate administrator, the custodian, the trust advisor, the master servicer and the special servicer may retain or own in the future certain classes of Certificates.  Any such party will have the right to dispose of such Certificates at any time.

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YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS

General

The yield to maturity on the Offered Certificates will be affected by the price paid by the Certificateholder, the related Pass-Through Rates (or, with respect to the Class PST Certificates, the Pass-Through Rates of the related Class PST Components) and the rate, timing and amount of distributions on such Offered Certificates.  The rate, timing and amount of distributions on any Offered Certificate will in turn depend on, among other things:

● the Pass-Through Rate for such Certificate (or, with respect to the Class PST Certificates, the Pass-Through Rates of the related Class PST Components);

● the rate and timing of principal payments, including Principal Prepayments, and other principal collections on the mortgage loans (including payments of principal arising from purchases of mortgage loans in connection with Material Breaches of representations and warranties and Material Document Defects or the exercise of a purchase option by a holder of a subordinate note or a mezzanine loan) and the extent to which such amounts are to be applied in reduction of the Certificate Principal Balance or Notional Amount of such Certificate;

● the rate, timing and severity of Collateral Support Deficits and Trust Advisor Expenses and the extent to which such items are allocable in reduction of the Certificate Principal Balance or Notional Amount of such Certificate;

● the rate and timing of any reimbursement of the master servicer, the special servicer or the trustee, as applicable, out of the Collection Account of Nonrecoverable Advances or Advances remaining unreimbursed on a modified mortgage loan on the date of such modification; and

● the timing and severity of any Net Aggregate Prepayment Interest Shortfalls and the extent to which such shortfalls are allocable in reduction of the Distributable Certificate Interest payable on such Certificate.

In addition, the effective yield to Holders of the Offered Certificates will differ from the yield otherwise produced by the applicable Pass-Through Rate and purchase prices of such Certificates because interest distributions will not be payable to such Holders until at least the 4th Business Day after the related Determination Date of the month following the month of accrual without any additional distribution of interest or earnings thereon in respect of such delay.

Pass-Through Rates

The Pass-Through Rates on one or more classes of Offered Certificates or Trust Components may be based on, limited by, or equal to, the Weighted Average Net Mortgage Rate from time to time, which is calculated based upon the respective Net Mortgage Rates and Stated Principal Balances of the mortgage loans as described in this free writing prospectus.  Accordingly, the yield on those classes of Offered Certificates and Trust Components may (and in the case of a class with a Pass-Through Rate equal to or based on the Weighted Average Net Mortgage Rate, will) be sensitive to changes in the relative composition of the Mortgage Pool as a result of scheduled amortization, voluntary and involuntary prepayments and any unscheduled collections of principal and/or any realized losses as a result of liquidations of mortgage loans.  In general, the effect of any such changes on such yields and Pass-Through Rates for such Certificates and Trust Components will be particularly adverse to the extent that mortgage loans with relatively higher mortgage rates experience faster rates of such scheduled amortization, voluntary prepayments and unscheduled collections or realized losses than mortgage loans with relatively lower mortgage rates.

The Class PST Certificates will not have a Pass-Through Rate, but will be entitled to receive the sum of the interest distributable on the Class PST Components.  The Pass-Through Rates on each Class PST Component will, at all times, be the same as the Pass-Through Rate on the Class of Certificates bearing the same letter designation as such Class PST Component.  Accordingly, the yield on the Class PST Certificates will be sensitive to changes in the relative principal balances of the Class PST Components as a result of scheduled amortization, voluntary and involuntary prepayments and any unscheduled collections of principal and/or any realized losses as a result of liquidations of mortgage loans.

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Rate and Timing of Principal Payments

The yield to maturity on any Class of Offered Certificates purchased at a discount or premium will be affected by the rate and timing of principal payments made in reduction of the aggregate Certificate Principal Balance or Notional Amount of such Class of Certificates.  As described in this free writing prospectus, the Principal Distribution Amount for each Distribution Date will be distributable entirely in respect of the Offered Certificates (other than the Class X-A Certificates) until their aggregate Certificate Principal Balance is reduced to zero.  Consequently, the rate and timing of principal payments that are distributed or otherwise result in the reduction of the aggregate Certificate Principal Balance of each Class of Offered Certificates (other than the Class X-A Certificates) will be directly related to the rate and timing of principal payments on or in respect of the mortgage loans, which will in turn be affected by the amortization schedules of such mortgage loans, the dates on which Balloon Payments are due, any extension of maturity dates by the master servicer or the special servicer, the rate and timing of any reimbursement of the master servicer, the special servicer or the trustee, as applicable, out of the Collection Account of Nonrecoverable Advances or Advances remaining unreimbursed on a modified mortgage loan on the date of such modification (together with interest on such Advances), and the rate and timing of Principal Prepayments 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, repurchases as a result of a mortgage loan seller’s breach of representations and warranties or material defects in a mortgage loan’s documentation and other purchases of mortgage loans out of the Issuing Entity.

Although the borrower under an ARD Loan may have incentives to prepay the ARD Loan on its Anticipated Repayment Date, there is no assurance that the borrower will choose to or will be able to prepay an ARD Loan on its Anticipated Repayment Date.  The failure of the borrower to prepay an ARD Loan on its Anticipated Repayment Date will not be an event of default under the terms of that mortgage loan.  However, the Pooling and Servicing Agreement will permit the master servicer or the special servicer, as the case may be, to take action to enforce the Issuing Entity’s right to apply excess cash flow generated by the mortgaged property to the payment of principal in accordance with the terms of the ARD Loan documents.

Prepayments and, assuming the respective maturity dates therefor have not occurred, liquidations of the mortgage loans will result in distributions on the Offered Certificates of amounts that would otherwise be distributed over the remaining terms of the mortgage loans and will tend to shorten the weighted average lives of the Offered Certificates (other than the Class X-A Certificates). Any early termination of the Issuing Entity as described in this free writing prospectus under “DESCRIPTION OF THE OFFERED CERTIFICATES—Optional Termination” will also shorten the weighted average lives of those Certificates then outstanding. Defaults on the mortgage loans, particularly at or near their maturity dates, may result in significant delays in payments of principal on the mortgage loans, and, accordingly, on the Offered Certificates (other than the Class X-A Certificates), while work-outs are negotiated or foreclosures are completed, and such delays will tend to lengthen the weighted average lives of those Certificates.  See “SERVICING OF THE MORTGAGE LOANS—Mortgage Loan Modifications” in this free writing prospectus.

The extent to which the yield to maturity of any Offered Certificate may vary from the anticipated yield will also 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 in turn are distributed or otherwise result in a reduction of the aggregate Certificate Principal Balance or Notional Amount of its class.  An investor should consider, in the case of any such Certificate purchased at a discount, the risk that a slower than anticipated rate of principal payments on the mortgage loans could result in an actual yield to such investor that is lower than the anticipated yield and, in the case of any Certificate purchased at a premium, the risk that a faster than anticipated rate of principal payments on the mortgage loans could result in an actual yield to such investor that is lower than the anticipated yield.

With respect to the Class A-AB Certificates, the extent to which the Planned Principal Balances are achieved and the sensitivity of the Class A-AB 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, Class A-3 and Class A-4 Certificates remain outstanding.  As such, the Class A-AB Certificates will become more sensitive to the rate of prepayments on the mortgage loans if the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates are not outstanding.

In general, if an Offered Certificate is purchased at a discount or premium, the earlier a payment of principal on the mortgage loans is distributed or otherwise results in a reduction of the Certificate Principal Balance or Notional

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Amount of the related class, the greater will be the effect on the yield to maturity of such Certificate.  As a result, the effect on an investor’s yield of principal payments on the mortgage loans occurring at a rate higher (or lower) than the rate anticipated by the investor during any particular period may not be fully offset by a subsequent like reduction (or increase) in the rate of such principal payments.  With respect to the Offered Certificates, any allocation of a portion of collected Prepayment Premiums or Yield Maintenance Charges to any Certificates as described in this free writing prospectus is intended to mitigate those risks; however, such allocation, if any, may be insufficient to offset fully the adverse effects on yield that such prepayments may have.  The Prepayment Premium or Yield Maintenance Charge payable, if any, with respect to any mortgage loan, is required to be calculated as presented in APPENDIX I to this free writing prospectus.

Because the rate of principal payments on the mortgage loans will depend on future events and a variety of factors (as described more fully below), no assurance can be given as to such rate or the rate of Principal Prepayments in particular.  We are 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.

Yield on the Class X-A Certificates

The yield to maturity of the Class X-A Certificates will be highly sensitive to the rate and timing of reductions made to the Certificate Principal Balances of the Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 Certificates and the Class A-S Trust Component, including by reason of prepayments and principal losses on the mortgage loans and other factors described above.  Investors in the Class X-A Certificates should fully consider the associated risks, including the risk that an extremely rapid rate of prepayment or other liquidation of the mortgage loans could result in the failure of such investors to recoup fully their initial investments.

Any optional termination by the Holders of the most subordinate Class of Certificates outstanding (for this purpose considering each of the Class A-S, Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the Trust Component bearing the same alphabetic designation), the special servicer, the master servicer or the Holders of a majority in interest of the Class R Certificates would result in prepayment in full of the Certificates and would have an adverse effect on the yield of the Class X-A Certificates because a termination would have an effect similar to a principal prepayment in full of the Mortgage Loans and, as a result, investors in any Class X-A Certificates and any other Certificates purchased at premium might not fully recoup their initial investment.  See “DESCRIPTION OF THE OFFERED CERTIFICATES—Optional Termination” above.

Unpaid Distributable Certificate Interest

If the portion of the Available Distribution Amount distributable in respect of interest on any Class of Offered Certificates on any Distribution Date is less than the Distributable Certificate Interest then payable for that class, the shortfall will be distributable to Holders of that class of Certificates on subsequent Distribution Dates, to the extent of the Available Distribution Amount.  Any such shortfall (which would not include interest shortfalls in connection with a Principal Prepayment accompanied by less than a full month’s interest) may adversely affect the yield to maturity of that class of Certificates for as long as it is outstanding.

Losses and Shortfalls

The yield to Holders of the Offered Certificates will also depend on the extent to which such Holders are required to bear the effects of any losses or shortfalls on the mortgage loans.  Collateral Support Deficits will generally be applied in reverse sequential order, that is, first to the Class J Certificates, and then to the other respective classes of Principal Balance Certificates and Trust Components, in reverse alphabetical order of class designation — from the Class H Certificates to the Class D Certificates, to the Class C Trust Component (and correspondingly, the Class C Certificates and the Class PST Component C, pro rata, based on their respective percentage interests in the Class C Trust Component), to the Class B Trust Component (and correspondingly, the Class B Certificates and the Class PST Component B, pro rata, based on their respective percentage interests in the Class B Trust Component), to the Class A-S Trust Component (and correspondingly, the Class A-S Certificates and the Class PST Component A-S, pro rata, based on their respective percentage interests in the Class A-S Trust

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Component), and then pro rata among Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-4 Certificates, in each such case to reduce the Certificate Principal Balance of such class or Trust Component until such Certificate Principal Balance is reduced to zero.  Net Aggregate Prepayment Interest Shortfalls will be borne by the Holders of each class of Offered Certificates, as described in this free writing prospectus, in each case reducing interest otherwise payable thereon.  Shortfalls arising from delinquencies and defaults, to the extent the master servicer determines that P&I Advances would be nonrecoverable, Appraisal Reductions, and realized losses, in each case on the mortgage loans, generally will result in, among other things, a shortfall in current or ultimate distributions to the most subordinate class of Subordinate Certificates outstanding (subject to the payment allocation priority of the Class PST Certificates described above under “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions—Application of the Available Distribution Amount” in this free writing prospectus).

The Principal Balance Certificates (other than the Control Eligible Certificates) may be required to bear the effects of Trust Advisor Expenses to the extent such amounts are allocated to such classes of Certificates.  Such amounts will be allocated to reduce the Distributable Certificate Interest for the related Distribution Date to the Class F, Class E and Class D Certificates, the Class C Trust Component (and correspondingly, the Class C Certificates and the Class PST Component C, pro rata, based on their respective percentage interests in the Class C Trust Component) and the Class B Trust Component (and correspondingly, the Class B Certificates and the Class PST Component B, pro rata, based on their respective percentage interests in the Class B Trust Component), in that order, until the Distributable Certificate Interest of such classes or Trust Components for such Distribution Date has been reduced to zero and then, to the extent there are Excess Trust Advisor Expenses and such Excess Trust Advisor Expenses result in a reduction of the Principal Distribution Amount, to such classes of Certificates and Trust Components, in the order described above, and then to the Class A-S Trust Component (and correspondingly, the Class A-S Certificates and the Class PST Component A-S, pro rata, based on their respective percentage interests in the Class A-S Trust Component), and then to the respective classes of Class A Senior Certificates, pro rata, in each case, as a reduction of the Certificate Principal Balance until such Certificate Principal Balance is reduced to zero.

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, payments of principal arising from repurchases of mortgage loans (including payments of principal arising from purchases of mortgage loans in connection with breaches of representations and warranties and otherwise), prevailing interest rates, the terms of the mortgage loans—for example, provisions prohibiting Principal Prepayments for certain periods and/or requiring the payment of Prepayment Premiums or Yield Maintenance Charges, due-on-sale and due-on-encumbrance provisions, provisions requiring that upon occurrence of certain events funds held in escrow or proceeds from letters of credit be applied to principal, incentives for a borrower under an ARD Loan to repay such ARD Loan by its Anticipated Repayment Date and 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 rental units or comparable commercial space, as applicable, 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” in this free writing prospectus and in the attached prospectus.

The rate of prepayment on the Mortgage Pool is likely to be affected by prevailing market interest rates for mortgage loans of a comparable type, term and risk level.  When the prevailing market interest rate is below a mortgage interest rate, the related borrower has an incentive to refinance its mortgage loan.  A requirement that a prepayment be accompanied by a Prepayment Premium or Yield Maintenance Charge may not provide a sufficient economic disincentive to deter a borrower from refinancing at a more favorable interest rate.  Conversely, to the extent the prevailing market interest rate exceeds a mortgage interest rate, the related borrower may be less likely to refinance its mortgage loan.

Depending on prevailing market interest rates, the outlook for market interest rates and economic conditions generally, some borrowers may sell or refinance mortgaged properties in order to realize their equity therein, to meet cash flow needs or to make other investments.  In addition, some borrowers may be motivated by federal and state tax laws, which are subject to change, to sell mortgaged properties prior to the exhaustion of tax depreciation benefits.

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We make no representation as to the particular factors that will affect the rate and timing of prepayments and defaults on the mortgage loans, as to the relative importance of such factors, as to the percentage of the principal balance of the mortgage loans that will be prepaid or as to whether a default will have occurred as of any date or as to the overall rate of prepayment or default on the mortgage loans.

Weighted Average Life

Weighted average life refers to the average amount of time from the date of issuance of a security until each dollar of principal of such security will be repaid to the investor.  The weighted average life of any Principal Balance Certificate will be influenced by, among other things, the rate at which principal on the mortgage loans is paid or otherwise collected or advanced and applied to reduce the Certificate Principal Balance of such Certificate.

Prepayments on mortgage loans are commonly measured relative to a prepayment standard or model.  The prepayment model used in this free writing prospectus is the “CPY” model.  The CPY model represents an assumed constant rate of CPR after any lock-out, defeasance and yield maintenance periods.  The “CPR” or “Constant Prepayment Rate” model represents an assumed constant annual rate of prepayment each month, expressed as a per annum percentage of the then outstanding balance of a pool of mortgage loans.  We make no representation as to the appropriateness of using the CPY model for purposes of analyzing an investment in the Offered Certificates.  Further, CPY does not purport to be either an historical description of the prepayment experience of any pool of mortgage loans or a prediction of the anticipated rate of prepayment of any mortgage loans, including the mortgage loans underlying the Offered Certificates.

The tables below indicate the percentage of the initial Certificate Principal Balance of each Class of Offered Certificates (other than the Class X-A Certificates) at each of the dates shown and the corresponding weighted average life of each such Class of Offered Certificates, if the Mortgage Pool were to prepay at the indicated levels of CPY.  The tables below have also been prepared generally on the basis of the following structuring assumptions (the “Structuring Assumptions”):

● the mortgage rate as of the Closing Date on each mortgage loan remains in effect until maturity or its Anticipated Repayment Date;

● 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;

● the initial Certificate Principal Balances, initial Notional Amounts and initial Pass-Through Rates of the Offered Certificates (and, in the case of the Class PST Certificates, the Pass-Through Rates of the underlying Class PST Components) are as presented in this free writing prospectus;

● the Closing Date for the sale of the Certificates is August 15, 2013;

● distributions on the Certificates are made on the 15th day of each month, commencing in September 2013;

● 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 Reductions 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;

● Scheduled Payments (including Balloon Payments) on the mortgage loans are timely received on the first day of each month;

● no Additional Trust Expenses or Trust Advisor Expenses are incurred and there are no additional expenses of the Issuing Entity;

● no Principal Prepayment on any mortgage loan is made during its Lock-out Period, if any, including during any yield maintenance lock-out period, defeasance lock-out period or prepayment consideration lock-out

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period, and otherwise Principal Prepayments are made on the mortgage loans at the indicated levels of CPY, notwithstanding any limitations in the mortgage loans on partial prepayments;

● no Prepayment Interest Shortfalls occur and no Prepayment Premiums or Yield Maintenance Charges are collected;

● no borrower under a mortgage loan exercises its partial release option;

● no amounts that would otherwise be payable to Certificateholders as principal are paid to the master servicer, the special servicer or the trustee as reimbursements of any Nonrecoverable Advances, unreimbursed Advances outstanding as of the date of modification of any mortgage loan and any related interest on those Advances;

● no mortgage loan is the subject of a repurchase or substitution by any party and no optional termination of the Issuing Entity occurs;

● no purchase option holder permitted to purchase a mortgage loan under the related co-lender agreement or intercreditor agreement will exercise its option to purchase such mortgage loan;

● each ARD Loan pays in full on its Anticipated Repayment Date, if applicable;

● any mortgage loan with the ability to choose defeasance or yield maintenance chooses yield maintenance; and

● no Exchangeable Certificates have been exchanged, except with respect to the decrement table and price/yield table below and the Expected Final Distribution Date relating to the Class PST Certificates, in which case we assume that the maximum Certificate Principal Balance of the Class PST Certificates was delivered on the Closing Date.

The mortgage loans do not have all of the characteristics of the Structuring Assumptions. To the extent that the mortgage loans have characteristics that differ from those assumed in preparing the tables, the Classes of Offered Certificates analyzed in the tables may mature earlier or later than indicated by the tables and therefore will have a corresponding decrease or increase in weighted average life. Additionally, mortgage loans generally do not prepay at any constant rate. Accordingly, it is highly unlikely that the mortgage loans will prepay in a manner consistent with the Structuring Assumptions. Furthermore, it is unlikely that the mortgage loans will experience no defaults or losses. In addition, variations in the actual prepayment experience and the balance of the mortgage loans that prepay may increase or decrease the percentages of initial Certificate Principal Balances, and shorten or extend the weighted average lives, shown in the following tables. These variations may occur even if the average prepayment experience of the mortgage loans were to equal any of the specified CPY percentages. Investors are urged to conduct their own analyses of the rates at which the mortgage loans may be expected to prepay.

For the purposes of each table, the weighted average life of a Principal Balance Certificate is determined by:

● multiplying the amount of each reduction in the Certificate Principal Balance thereof by the number of years from the date of issuance of the Certificate to the related Distribution Date;

● summing the results; and

● dividing the sum by the aggregate amount of the reductions in the Certificate Principal Balance of such Certificate.

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Initial Certificate Principal Balance Outstanding for the Class A-1

Certificates at the Specified CPYs

	0% CPY During Lock-out Periods (Including Yield Maintenance, Defeasance and Prepayment Consideration Lock-out Periods) — otherwise at indicated CPY
Distribution Date	0%	25%	50%	75%	100%
Closing Date	100%	100%	100%	100%	100%
August 2014	85%	85%	85%	85%	85%
August 2015	68%	68%	68%	68%	68%
August 2016	46%	46%	46%	46%	46%
August 2017	21%	1%	0%	0%	0%
August 2018 and thereafter	0%	0%	0%	0%	0%
Weighted average life (years)	2.72	2.55	2.46	2.40	2.33

Initial Certificate Principal Balance Outstanding for the Class A-2

Certificates at the Specified CPYs

	0% CPY During Lock-out Periods (Including Yield Maintenance, Defeasance and Prepayment Consideration Lock-out Periods) — otherwise at indicated CPY
Distribution Date	0%	25%	50%	75%	100%
Closing Date	100%	100%	100%	100%	100%
August 2014	100%	100%	100%	100%	100%
August 2015	100%	100%	100%	100%	100%
August 2016	100%	100%	100%	100%	100%
August 2017	100%	100%	93%	86%	79%
August 2018 and thereafter	0%	0%	0%	0%	0%
Weighted average life (years)	4.98	4.91	4.82	4.71	4.45

Initial Certificate Principal Balance Outstanding for the Class A-AB

Certificates at the Specified CPYs

	0% CPY During Lock-out Periods (Including Yield Maintenance, Defeasance and Prepayment Consideration Lock-out Periods) — otherwise at indicated CPY
Distribution Date	0%	25%	50%	75%	100%
Closing Date	100%	100%	100%	100%	100%
August 2014	100%	100%	100%	100%	100%
August 2015	100%	100%	100%	100%	100%
August 2016	100%	100%	100%	100%	100%
August 2017	100%	100%	100%	100%	100%
August 2018	100%	100%	100%	100%	100%
August 2019	80%	80%	80%	80%	80%
August 2020	60%	60%	60%	60%	60%
August 2021	38%	38%	38%	38%	38%
August 2022	16%	16%	16%	16%	16%
August 2023 and thereafter	0%	0%	0%	0%	0%
Weighted average life (years)	7.45	7.45	7.45	7.45	7.45

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Initial Certificate Principal Balance Outstanding for the Class A-3

Certificates at the Specified CPYs
 

	0% CPY During Lock-out Periods (Including Yield Maintenance, Defeasance and Prepayment Consideration Lock-out Periods) — otherwise at indicated CPY
Distribution Date	0%	25%	50%	75%	100%
Closing Date	100%	100%	100%	100%	100%
August 2014	100%	100%	100%	100%	100%
August 2015	100%	100%	100%	100%	100%
August 2016	100%	100%	100%	100%	100%
August 2017	100%	100%	100%	100%	100%
August 2018	100%	100%	100%	100%	100%
August 2019	100%	100%	100%	100%	100%
August 2020	100%	100%	100%	100%	100%
August 2021	100%	100%	100%	100%	100%
August 2022	100%	100%	100%	100%	100%
August 2023 and thereafter	0%	0%	0%	0%	0%
Weighted average life (years)	9.72	9.67	9.60	9.52	9.27

Initial Certificate Principal Balance Outstanding for the Class A-4

Certificates at the Specified CPYs

	0% CPY During Lock-out Periods (Including Yield Maintenance, Defeasance and Prepayment Consideration Lock-out Periods) — otherwise at indicated CPY
Distribution Date	0%	25%	50%	75%	100%
Closing Date	100%	100%	100%	100%	100%
August 2014	100%	100%	100%	100%	100%
August 2015	100%	100%	100%	100%	100%
August 2016	100%	100%	100%	100%	100%
August 2017	100%	100%	100%	100%	100%
August 2018	100%	100%	100%	100%	100%
August 2019	100%	100%	100%	100%	100%
August 2020	100%	100%	100%	100%	100%
August 2021	100%	100%	100%	100%	100%
August 2022	100%	100%	100%	100%	100%
August 2023 and thereafter	0%	0%	0%	0%	0%
Weighted average life (years)	9.87	9.85	9.83	9.78	9.55

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Initial Certificate Principal Balance Outstanding for the Class A-S

Certificates at the Specified CPYs

	0% CPY During Lock-out Periods (Including Yield Maintenance, Defeasance and Prepayment Consideration Lock-out Periods) — otherwise at indicated CPY
Distribution Date	0%	25%	50%	75%	100%
Closing Date	100%	100%	100%	100%	100%
August 2014	100%	100%	100%	100%	100%
August 2015	100%	100%	100%	100%	100%
August 2016	100%	100%	100%	100%	100%
August 2017	100%	100%	100%	100%	100%
August 2018	100%	100%	100%	100%	100%
August 2019	100%	100%	100%	100%	100%
August 2020	100%	100%	100%	100%	100%
August 2021	100%	100%	100%	100%	100%
August 2022	100%	100%	100%	100%	100%
August 2023 and thereafter	0%	0%	0%	0%	0%
Weighted average life (years)	9.92	9.92	9.92	9.92	9.67

Initial Certificate Principal Balance Outstanding for the Class B

Certificates at the Specified CPYs

	0% CPY During Lock-out Periods (Including Yield Maintenance, Defeasance and Prepayment Consideration Lock-out Periods) — otherwise at indicated CPY
Distribution Date	0%	25%	50%	75%	100%
Closing Date	100%	100%	100%	100%	100%
August 2014	100%	100%	100%	100%	100%
August 2015	100%	100%	100%	100%	100%
August 2016	100%	100%	100%	100%	100%
August 2017	100%	100%	100%	100%	100%
August 2018	100%	100%	100%	100%	100%
August 2019	100%	100%	100%	100%	100%
August 2020	100%	100%	100%	100%	100%
August 2021	100%	100%	100%	100%	100%
August 2022	100%	100%	100%	100%	100%
August 2023 and thereafter	0%	0%	0%	0%	0%
Weighted average life (years)	9.92	9.92	9.92	9.92	9.67

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Initial Certificate Principal Balance Outstanding for the Class PST

Certificates at the Specified CPYs

	0% CPY During Lock-out Periods (Including Yield Maintenance, Defeasance and Prepayment Consideration Lock-out Periods) — otherwise at indicated CPY
Distribution Date	0%	25%	50%	75%	100%
Closing Date	100%	100%	100%	100%	100%
August 2014	100%	100%	100%	100%	100%
August 2015	100%	100%	100%	100%	100%
August 2016	100%	100%	100%	100%	100%
August 2017	100%	100%	100%	100%	100%
August 2018	100%	100%	100%	100%	100%
August 2019	100%	100%	100%	100%	100%
August 2020	100%	100%	100%	100%	100%
August 2021	100%	100%	100%	100%	100%
August 2022	100%	100%	100%	100%	100%
August 2023 and thereafter	0%	0%	0%	0%	0%
Weighted average life (years)	9.92	9.92	9.92	9.92	9.67

Initial Certificate Principal Balance Outstanding for the Class C

Certificates at the Specified CPYs

	0% CPY During Lock-out Periods (Including Yield Maintenance, Defeasance and Prepayment Consideration Lock-out Periods) — otherwise at indicated CPY
Distribution Date	0%	25%	50%	75%	100%
Closing Date	100%	100%	100%	100%	100%
August 2014	100%	100%	100%	100%	100%
August 2015	100%	100%	100%	100%	100%
August 2016	100%	100%	100%	100%	100%
August 2017	100%	100%	100%	100%	100%
August 2018	100%	100%	100%	100%	100%
August 2019	100%	100%	100%	100%	100%
August 2020	100%	100%	100%	100%	100%
August 2021	100%	100%	100%	100%	100%
August 2022	100%	100%	100%	100%	100%
August 2023 and thereafter	0%	0%	0%	0%	0%
Weighted average life (years)	9.92	9.92	9.92	9.92	9.67

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Price/Yield Tables

The tables set forth below show the corporate bond equivalent (“CBE”) yield with respect to each Class of Offered Certificates under the Structuring Assumptions.  Purchase prices set forth below for each Class of Offered Certificates are expressed as a percentage of the initial Certificate Principal Balance or Notional Amount, as applicable, of such Class of Offered Certificates, before adding accrued interest.

The yields set forth in the following tables 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 Offered Certificates, would cause the discounted present value of such assumed stream of cash flows as of the Closing Date to equal the assumed purchase prices, plus accrued interest at the applicable Pass-Through Rate (or, in the case of the Class PST Certificates, the Pass-Through Rates applicable to the related Class PST Components) as described in the Structuring Assumptions, from and including August 1, 2013 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 Principal Balances of the respective Classes of Offered Certificates (other than the Class X-A Certificates) and consequently does not purport to reflect the return on any investment in such Classes of Offered Certificates when such reinvestment rates are considered.

Pre-Tax Yield to Maturity (CBE) for the Class A-1 Certificates at the Specified CPYs

	0% CPY During Lock-out Periods (Including Yield Maintenance, Defeasance and Prepayment Consideration Lock-out Periods) — otherwise at indicated CPY
Assumed Price	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY
%	%	%	%	%	%

Pre-Tax Yield to Maturity (CBE) for the Class A-2 Certificates at the Specified CPYs

	0% CPY During Lock-out Periods (Including Yield Maintenance, Defeasance and Prepayment Consideration Lock-out Periods) — otherwise at indicated CPY
Assumed Price	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY
%	%	%	%	%	%

Pre-Tax Yield to Maturity (CBE) for the Class A-AB Certificates at the Specified CPYs

	0% CPY During Lock-out Periods (Including Yield Maintenance, Defeasance and Prepayment Consideration Lock-out Periods) — otherwise at indicated CPY
Assumed Price	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY
%	%	%	%	%	%

Pre-Tax Yield to Maturity (CBE) for the Class A-3 Certificates at the Specified CPYs

	0% CPY During Lock-out Periods (Including Yield Maintenance, Defeasance and Prepayment Consideration Lock-out Periods) — otherwise at indicated CPY
Assumed Price	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY
%	%	%	%	%	%

Pre-Tax Yield to Maturity (CBE) for the Class A-4 Certificates at the Specified CPYs

	0% CPY During Lock-out Periods (Including Yield Maintenance, Defeasance and Prepayment Consideration Lock-out Periods) — otherwise at indicated CPY
Assumed Price	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY
%	%	%	%	%	%

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Pre-Tax Yield to Maturity (CBE) for the Class X-A Certificates at the Specified CPYs

	0% CPY During Lock-out Periods (Including Yield Maintenance, Defeasance and Prepayment Consideration Lock-out Periods) — otherwise at indicated CPY
Assumed Price	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY
%	%	%	%	%	%

Pre-Tax Yield to Maturity (CBE) for the Class A-S Certificates at the Specified CPYs

	0% CPY During Lock-out Periods (Including Yield Maintenance, Defeasance and Prepayment Consideration Lock-out Periods) — otherwise at indicated CPY
Assumed Price	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY
%	%	%	%	%	%

Pre-Tax Yield to Maturity (CBE) for the Class B Certificates at the Specified CPYs

	0% CPY During Lock-out Periods (Including Yield Maintenance, Defeasance and Prepayment Consideration Lock-out Periods) — otherwise at indicated CPY
Assumed Price	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY
%	%	%	%	%	%

Pre-Tax Yield to Maturity (CBE) for the Class PST Certificates at the Specified CPYs

	0% CPY During Lock-out Periods (Including Yield Maintenance, Defeasance and Prepayment Consideration Lock-out Periods) — otherwise at indicated CPY
Assumed Price	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY
%	%	%	%	%	%

Pre-Tax Yield to Maturity (CBE) for the Class C Certificates at the Specified CPYs

	0% CPY During Lock-out Periods (Including Yield Maintenance, Defeasance and Prepayment Consideration Lock-out Periods) — otherwise at indicated CPY
Assumed Price	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY
%	%	%	%	%	%

We cannot assure you that the mortgage loans will prepay at any particular rate.  Moreover, the various remaining terms to maturity of the mortgage loans could produce slower or faster principal distributions than indicated in the preceding tables at the various percentages of CPY specified, even if the weighted average remaining term to maturity of the mortgage loans is as assumed.  Investors are urged to make their investment decisions based on their determinations as to anticipated rates of prepayment under a variety of scenarios.

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DESCRIPTION OF THE MORTGAGE POOL

General

The issuing entity with respect to the Certificates will be Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 (the “Issuing Entity”).  The assets of the Issuing Entity will consist of thirty-eight (38) fixed-rate, first-lien mortgage loans (collectively, the “Mortgage Pool”) with an aggregate principal balance as of August 1, 2013 (the “Cut-off Date”), after application of all payments of principal due on or before such date, whether or not received, of $856,326,747 (with respect to each mortgage loan, the “Cut-off Date Balance” and, in the aggregate, the “Initial Pool Balance”), subject to a permitted variance of plus or minus 5%.  For purposes of the information contained in this free writing prospectus (including the appendices to this free writing prospectus), scheduled payments due in August 2013 with respect to mortgage loans not having payment dates on the first day of each month have been deemed received on August 1, 2013, not the actual day or days on which such scheduled payments were due.  The Cut-off Date Balances of the mortgage loans range from approximately $1,896,888 to approximately $100,000,000, and the mortgage loans have an average Cut-off Date Balance of $22,534,914.

Of the mortgage loans to be included in the Issuing Entity:

● Twenty-five (25) mortgage loans (the “Bank of America Mortgage Loans”), representing approximately 60.0% of the Initial Pool Balance, were originated by Bank of America;

● Nine (9) mortgage loans (the “MSMCH Mortgage Loans”), representing approximately 32.2% of the Initial Pool Balance, were originated by MSMCH; and

● Four (4) mortgage loans (the “CIBC Mortgage Loans”), representing approximately 7.8% of the Initial Pool Balance, were originated by CIBC.

A description of the underwriting standards for each mortgage loan seller is set forth in this free writing prospectus under “TRANSACTION PARTIES—The Sponsors, Mortgage Loan Sellers and Originators.”

The mortgage loans included in this transaction were selected for this transaction from mortgage loans generally originated for securitizations generally of this type by the sponsors taking into account Rating Agency criteria and feedback, subordinate investor feedback, property type and geographic location.

The mortgage loans were originated between March 14, 2013 and July 24, 2013.  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.  Brief summaries of the material terms of the twenty (20) largest mortgage loans in the Mortgage Pool are contained in APPENDIX III to this free writing prospectus.

Sixty-five (65) mortgaged properties, securing mortgage loans representing approximately 80.6% of the Initial Pool Balance by allocated loan amount, are each subject to a mortgage, deed of trust or similar security instrument that creates a first mortgage lien on a fee simple estate in the entire related mortgaged property.  Two (2) mortgaged properties, securing mortgage loans representing approximately 9.9% of the Initial Pool Balance are subject to a mortgage, deed of trust or similar security instrument that creates a first mortgage lien on a fee interest in a portion of the related mortgaged property and a leasehold interest in the remaining portion of the related mortgaged property. Five (5) mortgaged properties, securing mortgage loans representing approximately 9.5% of the initial pool balance by allocated loan amount, are subject to a mortgage, deed of trust or similar security instrument that creates a first mortgage lien solely on a leasehold interest with respect to the related mortgaged property.

On the Closing Date, we will acquire the mortgage loans from the mortgage loan sellers, in each case pursuant to a mortgage loan purchase agreement (each such agreement, a “Mortgage Loan Purchase Agreement”) to be entered into between us and the particular mortgage loan seller.  We will then transfer the mortgage loans, without recourse, to the trustee for the benefit of the Certificateholders.  See “DESCRIPTION OF THE MORTGAGE POOL—Sale of the Mortgage Loans” below.

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Material Terms and Characteristics of the Mortgage Loans

Mortgage Rates; Calculations of Interest

The mortgage loans bear interest at mortgage rates that will remain fixed for their entire terms.  No mortgage loan permits negative amortization or the deferral of accrued interest.  Thirty-eight (38) mortgage loans, representing approximately 100.0% of the Initial Pool Balance, accrue interest on the basis of the actual number of days elapsed each month in a 360 day year.

Property Types

The mortgage loans consist of the following property types:

● Retail – Eight (8) of the mortgaged properties, securing mortgage loans representing approximately 32.3% of the Initial Pool Balance by allocated loan amount, are retail properties.

● Hospitality – Eleven (11) of the mortgaged properties, securing mortgage loans representing approximately 24.6% of the Initial Pool Balance by allocated loan amount, are hospitality properties.

● Office – Three (3) of the mortgaged properties, securing mortgage loans representing approximately 13.4% of the Initial Pool Balance by allocated loan amount, are office properties.

● Multifamily – Six (6) of the mortgaged properties, securing mortgage loans representing approximately 9.3% of the Initial Pool Balance by allocated loan amount, are multifamily properties.

● Manufactured Housing – Thirty-five (35) of the mortgaged properties, securing mortgage loans representing approximately 7.5% of the Initial Pool Balance by allocated loan amount, are manufactured housing properties.

● Industrial – Two (2) of the mortgaged properties, securing mortgage loans representing approximately 5.4% of the Initial Pool Balance by allocated loan amount, are industrial properties.

● Mixed Use – One (1) of the mortgaged properties, securing a mortgage loan representing approximately 5.1% of the Initial Pool Balance by allocated loan amount, is a mixed use property.

● Self Storage – Six (6) of the mortgaged properties, securing mortgage loans representing approximately 2.3% of the Initial Pool Balance by allocated loan amount, are self storage properties.

Property Location

The following geographic areas contain greater than 5.0% concentrations of mortgaged properties (by allocated loan amount):

State	Number of Mortgaged Properties	Aggregate Cut-off Date Balance	% by Aggregate Cut-off Date Balance
Florida	7	$176,303,790	20.6%
California	5	$108,169,490	12.6%
Ohio	2	$102,721,611	12.0%
Connecticut	1	$85,000,000	9.9%
Minnesota	6	$63,339,839	7.4%
New York	2	$60,106,816	7.0%
Illinois	1	$55,000,000	6.4%
Wisconsin	28	$53,756,508	6.3%
New Jersey	1	$43,500,000	5.1%

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Due Dates

Thirty-eight (38) mortgage loans, representing approximately 100% of the Initial Pool Balance, have Due Dates on the first (1st) day of each calendar month.

Grace Periods

The mortgage loans have various grace periods prior to the occurrence of an event of default, including: (i) five (5) mortgage loans, representing approximately 14.0% of the Initial Pool Balance, with no grace periods; (ii) nineteen (19)  mortgage loans, representing approximately 44.3% of the Initial Pool Balance, with grace periods of four (4) calendar days; (iii) ten (10)  mortgage loans, representing approximately 34.0% of the Initial Pool Balance, with grace periods of five (5) calendar days; and (iv) four (4) mortgage loans, representing approximately 7.8% of the Initial Pool Balance, with grace periods of seven (7) calendar days.

The mortgage loans also have various grace periods prior to the imposition of late payment charges and/or default interest, including: (i) fourteen (14) mortgage loans, representing approximately 41.0% of the Initial Pool Balance, with no grace periods; (ii) fourteen (14) mortgage loans, representing approximately 29.3% of the Initial Pool Balance, with grace periods of four (4) calendar days; (iii) nine (9) mortgage loans, representing approximately 24.8% of the Initial Pool Balance, with grace periods of five (5) calendar days; and (iv) one (1) mortgage loan, representing approximately 5.0% of the Initial Pool Balance, with a grace period of five (5) calendar days once each year.

Certain states may have provisions under applicable law that permit longer grace periods than the grace periods shown in this free writing prospectus, which are based on the related mortgage loan documents.

Amortization

The mortgage loans have the following amortization features:

● Thirty-eight (38) of the mortgage loans, representing approximately 100.0% of the Initial Pool Balance, are Balloon Loans.  For purposes of this free writing prospectus, we consider a mortgage loan to be a Balloon Loan if its principal balance is not scheduled to be fully or substantially amortized by the loan’s stated maturity date or Anticipated Repayment Date, as applicable.

● Included in the Balloon Loans are nine (9) mortgage loans, representing approximately 46.5%% of the Initial Pool Balance, that currently provide for monthly payments of interest only for a portion of their respective terms ranging from eleven (11) months to sixty (60) months and then provide for the monthly payment of principal and interest over their respective remaining terms.

Prepayment Provisions

All of the mortgage loans that we intend to include in the Issuing Entity provide for one or more of the following:

● a “prepayment lock-out period”, during which the principal balance of a mortgage loan may not be voluntarily prepaid in whole or in part;

● a “defeasance lock-out period”, during which voluntary principal prepayments are still prohibited, but the related borrower may obtain a release of the related mortgaged property through defeasance;

● a “prepayment consideration lock-out period”, during which voluntary prepayments are permitted, subject to the payment of a specified prepayment consideration which may equal a percentage of the amount prepaid;

● a “yield maintenance lock-out period,” during which voluntary prepayments are permitted, subject to the payment of a yield maintenance premium; and/or

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● an “open period,” during which voluntarily prepayments are permitted without payment of any prepayment consideration.

The prepayment lock-out periods, defeasance lock-out periods, prepayment consideration lock-out periods and yield maintenance lock-out periods are collectively referred to in this free writing prospectus as the “Lock-Out Periods.”

As of the Cut-off Date, each of the mortgage loans restricted voluntary principal prepayments in one of the following ways:

● Thirty-two (32) mortgage loans, representing approximately 79.4% of the Initial Pool Balance, prohibit voluntary principal prepayments during a prepayment lock-out period but permit the related borrower, after an initial period of at least two (2) years following the date of issuance of the Certificates, to defease the mortgage loan prior to the commencement of an open period by pledging Government Securities to the Issuing Entity, which may be subject to rating agency approval, and to thereby obtain the release of the mortgaged property from the lien of the mortgage.

● Three (3) mortgage loans, representing approximately 4.0% of the Initial Pool Balance, prohibit voluntary principal prepayments during a prepayment lock-out period, and following such period, permit voluntary principal prepayments if accompanied by a Prepayment Premium calculated as the greater of a yield maintenance formula and a specified percentage of the amount prepaid as set forth on APPENDIX I to this free writing prospectus.

● Three (3) mortgage loans, representing approximately 16.6% of the Initial Pool Balance, prohibit voluntary principal prepayments during a prepayment lock-out period of at least two (2) years following the date of issuance of the Certificates, and after such initial lock-out period (i) permits the related borrower to defease the related mortgage loan by pledging Government Securities to the Issuing Entity, which may be subject to rating agency approval, and to thereby obtain the release of the mortgaged property from the lien of the mortgage and (ii) permits voluntary principal prepayments if accompanied by a prepayment premium calculated as the greater of a yield maintenance formula and a specified percentage of the amount prepaid as set forth on APPENDIX I to this free writing prospectus.

Set forth below is information as of the Cut-off Date regarding the original terms of the prepayment lock-out periods and defeasance lock-out periods, as applicable, for the thirty-eight (38) underlying mortgage loans for which a prepayment lock-out period or defeasance lock-out period is currently in effect:

● the maximum original prepayment lock-out period or defeasance lock-out period is one-hundred seventeen (117) months;

● the minimum original prepayment lock-out period or defeasance lock-out period is twenty-three (23) months; and

● the weighted average original prepayment lock-out period or defeasance lock-out period is eighty-six (86) months.

Prepayment Premiums and Yield Maintenance Charges received on the underlying mortgage loans, whether in connection with voluntary or involuntary prepayments, will be distributed in the amounts and in accordance with the priorities described under “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions—Distributions of Prepayment Premiums and Yield Maintenance Charges” in this free writing prospectus.  However, limitations may exist under applicable state law on the enforceability of the provisions of the underlying mortgage loans that require payment of Prepayment Premiums or Yield Maintenance Charges.  In addition, in the event of a liquidation of a defaulted mortgage loan in the Issuing Entity, prepayment consideration will be one of the last items to which the related liquidation proceeds will be applied.  Neither we nor any of the underwriters makes any representation or warranty as to the collectability of any Prepayment Premium or Yield Maintenance Charge with respect to any of the mortgage loans included in the Issuing Entity.  See “RISK FACTORS—Risks Related to the Offered Certificates—The Yield on Your Certificates Will Be Affected By the Price at Which the Certificates Were Purchased and the Rate, Timing and Amount of Distributions on Your Certificates” in this free writing prospectus.

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Open periods generally begin no more than six (6) months prior to stated maturity, provided that the mortgage loan secured by the mortgaged property identified on APPENDIX I to this free writing prospectus as Hilton Waterfront Beach Resort has a twenty-four (24) month open period.

Generally, the mortgage loans provide that insurance and condemnation proceeds may be applied to reduce the mortgage loan’s principal balance, to the extent such funds will not be used to repair the improvements on the mortgaged property or given to the related borrower.  Some of the mortgage loans also permit the related borrower, in connection with the application of insurance or condemnation proceeds to the principal balance of the mortgage loan, to prepay the entire remaining principal balance of the mortgage loan.  With respect to such mortgage loans, prepayment consideration may not be required in connection with any such prepayment.  In addition, with respect to certain mortgage loans, particularly those secured in whole or in part by a ground lease, and single tenant mortgage loans, insurance and condemnation proceeds may be required to be used to repair or restore the mortgaged property rather than to prepay that mortgage loan or, where a ground lease is involved, may be payable in whole or in part to the ground lessor.

Further, with respect to certain underlying mortgage loans, the related borrower is required to make prepayments to the lender upon the release of certain portions of the related mortgaged property or properties, as described under “—Partial Releases Other Than in Connection with Defeasance” below.

The prepayment terms of each of the mortgage loans that we intend to include in the Issuing Entity are more particularly described in APPENDIX I to this free writing prospectus.  Also, see APPENDIX I to this free writing prospectus for more details concerning certain of the foregoing provisions including the method of calculation of any Prepayment Premium or Yield Maintenance Charge, which will vary for any mortgage loan.

Multi-Property Mortgage Loans

The mortgage pool will include six (6) underlying mortgage loans, collectively representing approximately 8.0% of the Initial Pool Balance, that are, in each case, individually secured by two or more real properties. The amount of the mortgage lien encumbering any particular one of those properties may be less than the full amount of the related mortgage loan, generally to minimize the amount of mortgage recording tax due in connection with the transaction.  The mortgage amount may equal the appraised value or allocated loan amount for the particular real property.  This would limit the extent to which proceeds from that property would be available to offset declines in value of the other mortgaged properties securing the same mortgage loan.

The table below identifies, by property or portfolio name set forth on APPENDIX I to this free writing prospectus, each individual multi-property mortgage loan included in the Issuing Entity.

Property / Portfolio Names		Number of Properties	% of Initial Pool Balance
	ADG Pool 6	16	3.0%
	ADG Pool 4	13	2.8%
	ADG Pool 1	5	1.0%
	First Trust Portfolio	2	0.5%
	Secured Self Storage Portfolio	2	0.5%
	Highway Self Storage Portfolio	2	0.3%

Some or all of the multi-property mortgage loans that we intend to include in the Issuing Entity entitle the related borrowers to release one or more of the corresponding mortgaged properties through partial defeasance.  See “—Defeasance Loans” below.

In addition, some or all of the multi-property mortgage loans that we intend to include in the Issuing Entity may entitle the related borrowers to release one or more of the corresponding mortgaged properties, other than through defeasance, as further described under “—Partial Releases Other Than in Connection with Defeasance” below.

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Partial Releases Other Than in Connection with Defeasance

Certain of the mortgage loans permit the release of one or more undeveloped or non-income producing parcels or outparcels that, in each such case, do not represent a significant portion of the appraised value of the related mortgaged property, or have been excluded from the appraised value of the related mortgaged property, shown on APPENDIX I to this free writing prospectus.

Defeasance Loans

Thirty-five (35) of the mortgage loans, representing approximately 96.0% of the Initial Pool Balance, permit the respective borrowers (no earlier than the second anniversary of the Closing Date, and subject to the satisfaction of various conditions) to defease the subject mortgage loan in whole or, in some cases, in part, during a period that voluntary prepayments are prohibited, by pledging to the holder of the mortgage loan the requisite amount of Government Securities, and to thereby obtain a release of the related mortgaged property or, if applicable, one or more of the related mortgaged properties.  As to any such mortgage loan, the permitted defeasance period does not begin prior to the second anniversary of the Closing Date.  The mortgage loans referred to in this paragraph include Three (3) mortgage loans, representing approximately 16.6% of the Initial Pool Balance, that grant the related borrower the option to either defease or prepay such mortgage loan with a Prepayment Premium or Yield Maintenance Charge but does not provide for a period that is solely a defeasance period.

“Government Securities” means government securities within the meaning of section 2(a)(16) of the Investment Company Act of 1940, as amended.

In general, the Government Securities that are to be delivered in connection with the defeasance of all or any portion of any underlying mortgage loan, must provide for a series of payments that:

● will be made prior, but as closely as possible, to all successive due dates through and including the maturity date or, in some instances, the expiration of the prepayment lock-out period; and

● will, in the case of each due date during the period contemplated by the prior bullet, be in a total amount equal to or greater than the scheduled debt service payment scheduled to be due or deemed due with respect to the defeased debt on that date and, in the case of the maturity date or last day of the prepayment lock-out period referred to in the prior bullet, be in an amount at least sufficient to pay off the defeased debt, with any excess to be returned to the related borrower or a successor borrower.

Each multi-property mortgage loan that allows for partial defeasance of the aggregate debt, and that we intend to include in the Issuing Entity, provides that in the event of a defeasance of less than the entire aggregate debt, one or more of the related mortgaged properties or parcels would be released.

Four (4) mortgage loans, representing approximately 7.2% of the Initial Pool Balance, allow the release of a portion of the real estate collateral for such mortgage loans through a partial defeasance provided that certain conditions are met, after an initial lock-out period of at least two (2) years following the date of the issuance of the certificates, by pledging to the issuing entity “government securities” as defined in the Investment Company Act of 1940 in a specified percentage of the allocated loan amount for the portion of the real estate collateral for such mortgage loan being released.

In connection with any delivery of defeasance collateral, the related borrower will be required to deliver a security agreement granting the trust a first priority security interest in the collateral, together with an opinion of counsel confirming the first priority status of the security interest.  Also, a borrower will generally be required to deliver a certification from an independent accounting firm to the effect that the defeasance collateral is sufficient to make all scheduled debt service payments under the defeased debt through, and to pay off the defeased debt on, the date contemplated above.

In general, the defeasance collateral will consist of Government Securities.  However, subject to obtaining ratings confirmations from the related rating agencies, some borrowers may be entitled to defease their respective mortgage loans with other types of obligations that constitute Government Securities.  Certificateholders will not be

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entitled to any defeasance fees or any additional amounts payable to the lender in respect of successor borrowers established for defeasance purposes.

Leasehold Mortgages

With respect to five (5) mortgaged properties, representing approximately 9.5% of the Initial Pool Balance, the related mortgage lien is solely on the related borrower’s leasehold interest (but not by the fee interest underlying such leasehold interest) in all or a material portion of the related mortgaged property; however, the related ground lease, taking into account all exercised extension options and all options that may be exercised by the lender (if not already exercised by the borrower), expires more than ten (10) years after the stated maturity of the related mortgage loan.  Except as noted in “RISK FACTORS—Leasehold Interests Entail Certain Risks Which May Adversely Affect Payments on Your Certificates,” in the case of the foregoing mortgage loans, the related lessor has agreed to give the holder of that mortgage loan notice of, and the right to cure, defaults or breaches by the lessee.

Mortgage Loans with Affiliated Borrowers

With respect to three (3) separate groups of mortgage loans that we intend to include in the Issuing Entity, consisting of a total of eight (8) mortgage loans, collectively representing approximately 30.0% of the Initial Pool Balance, the borrowers under the mortgage loans contained within each such group are related by virtue of having at least one controlling project sponsor or principal in common.

The table below identifies, by property or portfolio name set forth on APPENDIX I to this free writing prospectus, each group of mortgaged properties that are owned by the same or affiliated borrowers.

Loan Group	Property Name	Cut-off Date Balance	% by Cut-off Date Balance
Group A	The Mall at Tuttle Crossing	$95,000,000.00	11.1%
Group A	Southdale Center	$55,000,000.00	6.4%
Group B	Paddock Club	$27,360,000.00	3.2%
Group B	Limestone Ranch	$14,870,000.00	1.7%
Group C	ADG Pool 6	$25,625,779.84	3.0%
Group C	ADG Pool 4	$23,771,039.49	2.8%
Group C	ADG Pool 1	$8,339,839.48	1.0%
Group C	ADG Pool 3 (Lannon Estates)	$6,891,603.88	0.8%
		$256,858,262.69	30.0%

Significant Obligors

The mortgaged properties identified on APPENDIX I to this free writing prospectus as Westfield Countryside and The Mall at Tuttle Crossing, secure approximately 11.7% and 11.1% respectively, of the Initial Pool Balance by allocated loan amount.  See “DESCRIPTION OF THE MORTGAGE POOL—Material Terms and Characteristics of the Mortgage Loans—Significant Obligors” in this free writing prospectus.

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—Other Conflicts” in this free writing prospectus.

Non-Recourse Obligations

The mortgage loans are generally non-recourse obligations of the related borrowers and, upon any such borrower’s default in the payment of any amount due under the related mortgage loan, the holder of a non-recourse mortgage loan may look only to the related mortgaged property for satisfaction of the borrower’s obligations.  In those cases where the loan documents permit recourse to the borrower or a guarantor for some or all of the amounts due under such mortgage loan, we have not evaluated the financial condition of any such person, and prospective

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investors should thus consider all of the mortgage loans to be non-recourse.  None of the mortgage loans is insured or guaranteed by any mortgage loan seller or any of their affiliates, the United States, any government entity or instrumentality, mortgage insurer or any other person.

“Due-on-Sale” and “Due-on-Encumbrance” Provisions

The mortgages generally contain due-on-sale and due-on-encumbrance clauses that permit the holder of the mortgage to accelerate the maturity of the related mortgage loan, B Note or Serviced Companion Loan if the borrower sells or otherwise transfers or encumbers the related mortgaged property or that prohibit the borrower from doing so without the consent of the holder of the mortgage.  However, the mortgage loan, B Note or Serviced Companion Loan generally permit transfers of the related mortgaged property, subject to reasonable approval of the proposed transferee by the holder of the mortgage, payment of an assumption fee, which may be waived by the master servicer or the special servicer, as the case may be, or, if collected, will be paid to the master servicer or the special servicer as additional servicing compensation, and certain other conditions.

In addition, some of the mortgage loans permit the borrower to transfer the related mortgaged property or interests in the borrower to an affiliate or subsidiary of the borrower, or an entity of which the borrower is the controlling beneficial owner, or other unrelated parties, upon the satisfaction of certain limited conditions set forth in the applicable mortgage loan documents and/or as determined by the master servicer.  The master servicer or the special servicer, as the case may be, will determine, in a manner consistent with the Servicing Standard, whether to exercise any right it 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 in accordance with the Pooling and Servicing Agreement.

See “RISK FACTORS—Risks Related to the Mortgage Loans—The Performance of a Mortgage Loan and Its Related Mortgaged Property Depends in Part on Who Controls the Borrower and Mortgaged Property” in this free writing prospectus.

Subordinate and Other Financing

The table below identifies the mortgage loans that have corresponding Serviced Companion Loans or Non-Serviced Companion Loans.

Mortgage Loan		Cut-off Date Mortgage Loan Principal Balance		Cut-off Date Companion Loan Principal Balance	Companion Loan Interest Rate	Mortgage Loan UW NCF DSCR	Loan Pair or Non-Serviced Loan Combination UW NCF DSCR	Mortgage Loan Cut- off Date LTV	Loan Pair or Non-Serviced Loan Combination Cut-off Date LTV
Westfield Countryside	$	100,000,000	$	55,000,000	3.912%	2.57x	1.66x	37.0%	57.4%
The Mall at Tuttle Crossing	$	95,000,000	$	30,000,000	3.564%	3.07x	2.34x	39.6%	52.1%
Southdale Center	$	55,000,000	$	100,000,000	3.844%	4.29x	1.52x	21.9%	61.8%
Marriott Chicago River North Hotel	$	55,000,000	$	65,000,000	5.200%	3.27x	1.50x	28.8%	62.8%

Each of the Westfield Countryside Mortgage Loan, The Mall at Tuttle Crossing Mortgage Loan, the Southdale Center Mortgage Loan and the Marriott Chicago River North Hotel Mortgage Loan, representing approximately 11.7%, 11.1%, 6.4% and 6.4%, respectively, of the Initial Pool Balance, currently has additional financing in place that is secured by the mortgaged property related to such mortgage loan as follows:

● The Westfield Countryside Mortgage Loan had an outstanding principal balance as of the Cut-off Date of $100,000,000, representing approximately 11.7% of the Initial Pool Balance, and is secured by a mortgaged property that also secures the Westfield Countryside Serviced Companion Loan, which had an outstanding principal balance as of the Cut-off Date of $55,000,000.  The Westfield Countryside Mortgage Loan is pari passu in right of payment with the Westfield Countryside Serviced Companion Loan.  See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs—The

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Westfield Countryside Loan Pair” for additional information regarding the Westfield Countryside Serviced Companion Loan.

● The Mall at Tuttle Crossing Mortgage Loan had an outstanding principal balance as of the Cut-off Date of $95,000,000, representing approximately 11.1% of the Initial Pool Balance, and is secured by a mortgaged property that also secures The Mall at Tuttle Crossing Serviced Companion Loan, which had an outstanding principal balance as of the Cut-off Date of $30,000,000.  The Mall at Tuttle Crossing Mortgage Loan is pari passu in right of payment with The Mall at Tuttle Crossing Serviced Companion Loan.  See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs—The Mall at Tuttle Crossing Loan Pair” for additional information regarding The Mall at Tuttle Crossing Serviced Companion Loan.

● The Southdale Center Mortgage Loan had an outstanding principal balance as of the Cut-off Date of $55,000,000, representing approximately 6.4% of the Initial Pool Balance, and is secured by a mortgaged property that also secures the Southdale Center Non-Serviced Companion Loan, which had an outstanding principal balance as of the Cut-off Date of $100,000,000.  The Southdale Center Mortgage Loan is pari passu in right of payment with the Southdale Center Non-Serviced Companion Loan.  See “DESCRIPTION OF THE MORTGAGE POOL—The Non-Serviced Loan Combinations—The Southdale Center Non-Serviced Loan Combination” for additional information regarding the Southdale Center Non-Serviced Companion Loan.

● The Marriott Chicago River North Hotel Mortgage Loan had an outstanding principal balance as of the Cut-off Date of $55,000,000, representing approximately 6.4% of the Initial Pool Balance, and is secured by a mortgaged property that also secures a related pari passu companion loan, which had an outstanding principal balance as of the Cut-off Date of $65,000,000.  See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs—The Marriott Chicago River North Hotel Loan Pair” for additional information regarding the Marriott Chicago River North Hotel Serviced Companion Loan.

Three (3) mortgage loans, representing approximately 5.6% of the Initial Pool Balance, have unsecured subordinate debt currently in place. With respect to the mortgaged property identified on APPENDIX I to this free writing prospectus as Wyndham – Virginia Beach, securing approximately 2.1% of the Initial Pool Balance, Wyndham Hotels and Resorts, LLC made an unsecured loan to the related borrower that has an outstanding Cut-off Date balance of $666,665, is non-interest bearing, is forgiven in part each year the related franchise agreement is in place and is scheduled to be extinguished by the end of the current franchise agreement provided the related borrower is not in default under the franchise agreement. If the borrower defaults under the franchise agreement, the remaining principal must be repaid within ten days and the loan will bear interest at the lesser of 18% and the highest legal rate. With respect to the mortgaged properties identified on APPENDIX I to this free writing prospectus as ADG Pool 4 and ADG Pool 3 (Lannon Estates), respectively, securing approximately 2.8% and 0.8% of the initial pool balance, respectively, the related borrower is an obligor with respect to additional debt in the amount of $1,100,000 and $2,363,150, respectively; however, such debt is unsecured, the related guarantor has assumed such debt and there is a recourse carveout with respect to such debt in the related mortgage loan agreement.

The holders of each related mortgage loan and mezzanine loan have entered into an Intercreditor Agreement that governs the rights and duties of such parties.

In the case of mortgage loans with existing subordinate or mezzanine debt, the related intercreditor agreement will generally provide, among other things, that (a) the related subordinate or mezzanine loan lender will have certain rights to receive notice of and cure defaults under the related mortgage loan prior to any acceleration or enforcement of the related mortgage loan, (b) upon the occurrence of an event of default under the related mortgage loan beyond any applicable notice and cure period provided for in the applicable intercreditor agreement, the related mortgage loan lender will be entitled to receive all payments that are due or that will become due under the related mortgage loan from funds that are derived from the mortgaged property before the related subordinate or mezzanine loan lender will be permitted to receive payments under the related subordinate or mezzanine loan from such funds (however, in some cases, the subordinate or mezzanine loan may be prepaid while the subject mortgage loan remains outstanding), (c) the related subordinate or mezzanine loan lender may amend or modify the related mezzanine loan in certain respects without the consent of the related mortgage loan lender, (d) (with respect to a mezzanine loan)

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upon the occurrence of an event of default under the related mezzanine loan documents, subject to certain conditions, the related mezzanine loan lender may foreclose upon the pledged equity interests in the related mortgage loan borrower, which could result in a change of control with respect to the related mortgage loan borrower and a change in the management of the related mortgaged properties, (e) if the related mortgage loan is accelerated, an enforcement action has been commenced and is continuing under the related mortgage loan, a bankruptcy proceeding has been commenced against the mortgage loan borrower, or the related mortgage loan becomes a specially serviced loan, then the related subordinate or 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 (f) an event of default under the mortgage loan will trigger an event of default under the subordinate or mezzanine loan.  The holder of each subordinate or mezzanine loan also generally has consent rights over modifications of the related mortgage loan that adversely affect the subordinate or 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 subordinate or mezzanine loan may also have certain consent rights with respect to annual budgets, expenses, leases, alterations and insurance settlements with respect to the related mortgaged property, the replacement of the property manager for the mortgaged property, transfers or pledges of direct or indirect interests in the related mortgage loan borrower or 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 subordinate or mezzanine lender with prior written notice of such intention and given the subordinate or mezzanine lender the opportunity to purchase the mortgage loan for a specified period of time prior to acceptance of such deed at the purchase price set forth in the immediately preceding clause (e).  In the case of a mezzanine loan, upon the 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.

We make no representation as to whether any other secured subordinate financing currently encumbers any mortgaged property or whether a third-party holds debt secured by a pledge of equity ownership interests in a related borrower.

For further information see “Mortgage Loans with Pari Passu Companion Loans”, “Mortgage Loans with Subordinate Mortgage Debt” and “Mortgage Loans with Mezzanine Debt” on APPENDIX II to this free writing prospectus.

With respect to the mortgage loans listed below, the related sponsors are permitted to enter into future mezzanine financing that is secured by a pledge of some or all of the equity interests in the related borrower; provided that, among other things, certain debt service coverage ratio, loan-to-value ratio and/or debt yield tests, as indicated in the table below, are satisfied.

Mortgage Loan	Cut-off Date Mortgage Loan Principal Balance	Percentage of Initial Pool Balance	Intercreditor Agreement Required	Combined Minimum DSCR	Combined Maximum LTV	Combined Minimum Debt Yield
Matrix Corporate Center	$85,000,000	9.9%	Yes	1.60x	75%	10%
Beverly Garland Hotel	$29,969,490	3.5%	Yes	1.80x	60%	NA
Hampton Inn - Burlington, NC	$  7,500,000	0.9%	Yes	1.70x	70%	11.5%
Hawthorn Suites El Paso	$  6,000,000	0.7%	Yes	1.50x	65%	NA
1303 Ocala	$  5,378,663	0.6%	Yes	1.20x	80%	NA

With respect to one (1) mortgage loan secured by the mortgaged property identified on APPENDIX I to this free writing prospectus as University Towers Cooperative and representing approximately 2.3% of the initial pool balance, the related borrower has a right to obtain additional financing (including a revolving or term line of credit) secured by the related mortgaged property subject to the related lender’s consent, and provided that the following conditions are met:  (i) no event of default exists under the mortgage loan agreement, (ii) the loan-to-value ratio (taking into account the existing mortgage loan and the subsequent loan) does not exceed 35%, as determined by the

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related lender and (iii) the subsequent lender executes the related lender’s standard subordination and standstill agreement.

Generally, all of the mortgage loans also permit the related borrower to incur other unsecured indebtedness, including but not limited to trade payables, in the ordinary course of business and to incur indebtedness secured by equipment or other personal property located at the mortgaged property.

In addition, borrowers that have not agreed to certain special purpose covenants in the related mortgage loan documents may also be permitted to incur additional financing that is not secured by the mortgaged property.

See “RISK FACTORS—Risks Related to the Mortgage Loans—A Borrower’s Other Loans May Reduce the Cash Flow Available to the Mortgaged Property Which May Adversely Affect Payment on Your Certificates” in and APPENDIX I to this free writing prospectus.

Modified and Refinanced Mortgage Loans

Thirty-two (32) mortgage loans, representing approximately 80.7% of the Initial Pool Balance, were originated in connection with the related borrower’s refinancing of a previous mortgage loan, and six (6) mortgage loans, representing approximately 19.3% of the Initial Pool Balance, were originated in connection with the related borrower’s acquisition of the related mortgaged property.

Mortgaged Properties with Limited or No Operating History

Three (3) of the mortgage loans, representing approximately 3.0% of the Initial Pool Balance, are secured in whole or in part by mortgaged properties for which historical financial statements were not available.

The mortgaged property identified on Appendix I to this free writing prospectus as University Tower Cooperative, securing approximately 2.3% of the Initial Pool Balance, is a cooperatively owned residential property and, consequently, underwriting shown in this free writing prospectus for this mortgage loan is based on estimates of cash flow assuming market rental rates applied to each apartment type and estimated apartment rental expenses.

Certain Mortgage Loans with Early Material Lease Termination Options

At least two (2) of the ten (10) largest mortgage loans by principal balance, representing approximately 14.6% of the Initial Pool Balance, have leases with material early termination options.  For example:

● With respect to the mortgage loan secured by the mortgaged property identified on APPENDIX I to this free writing prospectus as Matrix Corporate Center, representing approximately 9.9% of the Initial Pool Balance, the largest and second largest tenants, identified on APPENDIX I to this free writing prospectus as “Boehringer Ingelheim” and “Praxair”, representing approximately 31.3% and 19.4%, respectively, of the net square footage, such tenants have the following options to terminate their respective leases: (1) with respect to Boehringer Ingelheim, as of the end of November 2014 upon payment of an early termination fee equal to $25,000,000 and (2) with respect to Praxair, a one-time termination right to terminate its lease during the twelve (12)  month period which commences on the date that a full service casino is open and operating within a one mile radius of Matrix Corporate Center mortgaged property upon payment of a termination fee generally equal to the landlord’s contribution toward improving the premises for the tenant’s initial occupancy plus interest accruing at a rate equal to the prime rate plus two percent (2%).

● With respect to the mortgage loan secured by the mortgaged property identified on APPENDIX I to this free writing prospectus as Walgreens - McAllen, TX, representing approximately 0.2% of the Initial Pool Balance, the sole tenant, identified on APPENDIX I to this free writing prospectus as “Walgreens Company” and representing approximately 100.0% of the net square footage, has the option to terminate its lease on twelve (12) months’ notice prior to the last day of the following months of the lease term:  360, 420, 480, 540, 600 and 660.

See “RISK FACTORS—Risks Related to the Mortgage Loans—Risks of Lease Early Termination Options” in this free writing prospectus.

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Additional Collateral

Certain of the mortgage loans may have additional collateral in the form of reserves or letters of credit that remain in place for a specified period of time during the term of the subject mortgage loan and are to be released only upon the satisfaction by the borrower of certain conditions.  If the related borrower does not satisfy the conditions for release of such reserves or letters of credit by the applicable release date set forth in the related mortgage loan documents, such reserves or letters of credit may be applied to partially repay the mortgage loan, or may be held by the lender as additional security for the applicable mortgage loan.  Certain of these reserves are used for items such as deferred maintenance, environmental remediation, debt service, tenant improvements and leasing commissions and capital improvements.  See “RISK FACTORS—Risks Related to the Mortgage Loans—Reserves to Fund Certain Necessary Expenditures Under the Mortgage Loans May Be Insufficient for the Purpose for Which They Were Established” in this free writing prospectus.

The ARD Loans

“ARD Loan” means a mortgage loan, B Note or Serviced Companion Loan that provides that if the related borrower has not prepaid such mortgage loan in full on or before its Anticipated Repayment Date, any principal outstanding on that date will thereafter amortize more rapidly and accrue interest at the Revised Rate for that mortgage loan rather than at the Initial Rate. In addition, following the related Anticipated Repayment Date, funds on deposit in lockbox accounts relating to the ARD Loan in excess of amounts needed to pay property operating expenses and reserves will be applied to repayment of the applicable mortgage loan resulting in a more rapid amortization. While interest at the Initial Rate continues to accrue and be payable on a current basis on each ARD Loan after its respective 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 and the related mortgage loan documents), only after the outstanding principal balance of the related ARD Loan has been paid in full, at which time the Excess Interest will be paid to the Holders of the Class J Certificates. There are no ARD Loans related to the Issuing Entity.

“Anticipated Repayment Date” or “ARD” means, in respect of any ARD Loan, the date on which a substantial principal payment on an ARD Loan is anticipated to be made (which is prior to stated maturity).

“Initial Rate” means, with respect to any mortgage loan, the mortgage rate in effect as of the Cut-off Date for such mortgage loan.

“Revised Rate” means, with respect to any mortgage loan, a fixed rate per annum equal to the Initial Rate plus a specified percentage.

Cash Management Agreements/Lockboxes

Seventeen (17) mortgage loans, representing approximately 68.6% of the Initial Pool Balance, generally provide that rents, credit card receipts, accounts receivables payments and other income derived from the related mortgaged properties will be subject to cash management/lockbox arrangements as of the Cut-off Date (including both arrangements where such amounts are paid directly into a lockbox account controlled by the lender and arrangements where such amounts are paid directly to the related borrower or property manager, which is required to deposit, or cause the property manager to deposit, all rents collected into a lockbox account controlled by the lender.

Thirteen (13) mortgage loans, representing approximately 14.1% of the Initial Pool Balance, generally provide that rents, credit card receipts, accounts receivables payments and other income derived from the related mortgaged properties are paid directly to the related borrower or property manager until the occurrence of a “trigger event”, at which point such amounts will be subject to a hard/lockbox arrangement.

Six (6) mortgage loans, representing approximately 14.6% of the Initial Pool Balance, have soft/lockbox arrangements.

Two (2) mortgage loans, representing approximately 2.8% of the Initial Pool Balance, do not provide for a cash management/lockbox arrangement as of the Cut-off Date.

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APPENDIX I and APPENDIX II to this free writing prospectus set forth (among other things) the type of lockbox (if any) established under the terms of each mortgage loan.  The following paragraphs generally describe each type of provision:

“Hard Lockbox” means the related borrower is required to direct tenants to pay rents directly to a lockbox account controlled by the lender.  Hospitality and manufactured housing properties are considered to have a hard lockbox if credit card receivables are required to be deposited directly into a lockbox account controlled by the lender even though cash or “over the counter” receipts are deposited by the manager of the related mortgaged property into the lockbox account.

“Springing Lockbox” means a lockbox that is not currently in place, but the related mortgage loan documents require the imposition of a hard lockbox upon the occurrence of an event of default under the mortgage loan documents or one or more specified trigger events (e.g., thresholds relating to tenant vacancy or debt service coverage ratio).

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

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

“Springing Cash Management” means, until the occurrence of an event of default under the mortgage loan documents or one or more specified trigger events (e.g., thresholds relating to tenant vacancy or debt service coverage ratio), funds deposited into a lockbox account controlled by the lender are forwarded to an account controlled by the related borrower or are otherwise made available to the related borrower, in each case, generally on a daily basis.  Upon the occurrence of an event of default or such a trigger event, the related mortgage loan documents require funds in the lockbox account to be forwarded to a cash management account controlled by the lender, and such funds are disbursed according to the mortgage loan documents.  Generally, upon the cure of such event of default or the cessation of such trigger event, the forwarding of such funds to the borrower resumes.

“None” means revenue from the related mortgaged property is paid to the related borrower and is not subject to a lockbox as of the origination date, and no lockbox is contemplated to be established during the mortgage loan term.

In connection with any hard lockbox, income deposited directly into the related lockbox account may not include amounts paid in cash that are paid directly to the related property manager, notwithstanding requirements to the contrary.  Furthermore, with respect to certain multifamily and hospitality properties, cash or “over-the-counter” receipts may be deposited into the lockbox account by the property manager.  Mortgage loans whose terms call for the establishment of a lockbox account require that the amounts paid to the property manager will be deposited into the applicable lockbox account on a regular basis.  Lockbox accounts will not be assets of the Issuing Entity.

The A/B Whole Loans and the Loan Pairs

The Loan Pairs related to the Issuing Entity as of the Closing Date are the Westfield Countryside Loan Pair, The Mall at Tuttle Crossing Loan Pair and the Marriott Chicago River North Hotel Loan Pair (each such term as defined below).  There is no A/B Whole Loan related to the Issuing Entity.

The Marriott Chicago River North Hotel Loan Pair 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 Marriott Chicago River North Hotel Companion Loan Securitization Date, the Marriott Chicago River North Hotel Mortgage Loan and the related pari passu companion loan will be serviced pursuant to, and by the

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 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 Westfield Countryside Loan Pair

The mortgaged property identified on APPENDIX I to this free writing prospectus as Westfield Countryside (the “Westfield Countryside Mortgaged Property”) secures ten promissory notes, each dated May 30, 2013 and bearing the same rate of interest, as follows:  (1) Promissory Note A-1-1 in the original principal amount of $25,490,969.68, Promissory Note A-2-1 in the original principal amount of $57,920,365.81, Promissory Note A-3-1 in the original principal amount of $868,547.10, Promissory Note B-1-1 in the original principal amount of $9,645,989.68 and Promissory Note B-2-1 in the original principal amount of $6,074,127.74 (such promissory notes referred to in this clause (1), collectively, the “Westfield Countryside Mortgage Loan”); and (2) Promissory Note A-1-2 in the original principal amount of $14,020,033.32, Promissory Note A-2-2 in the original principal amount of $31,856,201.19, Promissory Note A-3-2 in the original principal amount of $477,700.90, Promissory Note B-1-2 in the original principal amount of $5,305,294.32 and Promissory Note B-2-2 in the original principal amount of $3,340,770.26 (such promissory notes referred to in this clause (2), collectively, the “Westfield Countryside Serviced Companion Loan” and, together with the Westfield Countryside Mortgage Loan, the “Westfield Countryside Loan Pair”).

The Westfield Countryside Mortgage Loan, with an outstanding principal balance as of the Cut-off Date of $100,000,000, and the Westfield Countryside Serviced Companion Loan, with an outstanding principal balance as of the Cut-off Date of $55,000,000, are cross-defaulted and have the same borrower, maturity date, amortization schedule and prepayment structure.  The Westfield Countryside Serviced Companion Loan is pari passu in right of payment with the Westfield Countryside Mortgage Loan.  The Westfield Countryside Mortgage Loan is included in the Issuing Entity, and the Westfield Countryside Serviced Companion Loan is not included in the Issuing Entity.  The Westfield Countryside Serviced Companion Loan is currently held by MSMCH, which may sell any or all promissory notes representing the Westfield Countryside Serviced Companion Loan at any time, subject to compliance with the Westfield Countryside Intercreditor Agreement (as defined below).

Unless otherwise indicated, for purposes of the information presented in this free writing prospectus with respect to the Westfield Countryside Mortgage Loan, the loan-to-value ratio, debt yield, debt service coverage ratio and loan per unit information includes the Westfield Countryside Serviced Companion Loan.

The Westfield Countryside Loan Pair will be serviced pursuant to the Pooling and Servicing Agreement.  The terms of the Westfield Countryside Intercreditor Agreement (as defined below) provide that, for so long as the Westfield Countryside Mortgage Loan is included in a securitization, the applicable master servicer or special servicer will be obligated to administer the Westfield Countryside Loan Pair consistently with the terms of such intercreditor agreement and the Pooling and Servicing Agreement.  None of the Master Servicer, the Special Servicer or the Trustee, as applicable, will be required to make P&I Advances on the Westfield Countryside Serviced Companion Loan, but the Master Servicer or the Trustee, as applicable, will be required to make Servicing Advances on the Westfield Countryside Loan Pair unless such party determines that such a Servicing Advance would be a Nonrecoverable Advance.

The Westfield Countryside Intercreditor Agreement

Pursuant to the intercreditor agreement entered into between the holders of the Westfield Countryside Mortgage Loan and the Westfield Countryside Serviced Companion Loan (the “Westfield Countryside Intercreditor Agreement”), the Westfield Countryside Mortgage Loan is pari passu in right of payment with the Westfield Countryside Companion Loan.  The Westfield Countryside Intercreditor Agreement provides, in general, that:

● Westfield Countryside Mortgage Loan and the Westfield Countryside Serviced Companion Loan are of equal priority with each other and neither will have priority or preference over the other;

● All payments, proceeds and other recoveries on the Westfield Countryside Loan Pair will be applied to the Westfield Countryside Mortgage Loan and the Westfield Countryside Serviced Companion Loan on a pro rata and pari passu basis (subject, in each case, to certain payment and reimbursement rights of the master servicer, the special servicer, the trustee, the certificate administrator and the trust advisor, in accordance with the terms of the Pooling and Servicing Agreement and the pooling and servicing agreement, if any, entered into in connection with a securitization of the Westfield Countryside Serviced Companion Loan);

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● The controlling class representative under the Pooling and Servicing Agreement will act as controlling class representative with respect to the Westfield Countryside Loan Pair and will have all rights with respect to the Westfield Countryside Loan Pair set forth in the Pooling and Servicing Agreement; and

● The transfer of up to 49% of the beneficial interest of the Westfield Countryside Mortgage Loan or the Westfield Countryside Serviced Companion Loan is generally permitted.  The transfer of more than 49% of the beneficial interest of the Westfield Countryside Mortgage Loan or the Westfield Countryside Serviced Companion Loan is generally prohibited unless (i) the transferee is a large institutional lender or investment fund (other than the related borrower or an affiliate thereof) that satisfies minimum net worth and experience requirements or (ii)(a) the non-transferring holder has consented to such transfer and (b) if any such non-transferring holder’s promissory note is held in a securitization, a rating agency communication is provided to each applicable rating agency.  The foregoing restrictions do not apply to a sale of the Westfield Countryside Mortgage Loan together with the Westfield Countryside Serviced Companion Loan.

Certain Rights of the Westfield Countryside Non-Controlling Note Holder. The special servicer will be required (i) to provide to the Westfield Countryside Non-Controlling Note Holder (as defined below) copies of any notice, information and report that it is required to provide to the controlling class representative with respect to the implementation of any recommended actions outlined in an Asset Status Report relating to the Westfield Countryside Loan Pair or any proposed action to be taken in respect of the items below (for this purpose, without regard to whether such items are actually required to be provided to the controlling class representative due to the expiration of the Subordinate Control Period or the Collective Consultation Period) and (ii) to use reasonable efforts to consult with the Westfield Countryside Non-Controlling Note Holder on a strictly non-binding basis (to the extent such party requests consultation after having received the aforementioned notices, information and reports) with respect to any such recommended actions by the special servicer or any proposed action to be taken by the special servicer in respect of the following items (each a “Westfield Countryside Major Decision”):

● any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO property) of the ownership of properties securing the Westfield Countryside Loan Pair if it comes into and continues in default;

● any modification, consent to a modification or waiver of a monetary term (other than penalty charges, but including the timing of payments and acceptance of discounted payoffs) or material non-monetary term of the Westfield Countryside Loan Pair or any extension of the maturity date of the Westfield Countryside Loan Pair;

● following a default or an event of default with respect to the Westfield Countryside Loan Pair, any exercise of remedies, including the acceleration of the Westfield Countryside Loan Pair or initiation of judicial, bankruptcy or similar proceedings under the related mortgage loan documents;

● any sale of the Westfield Countryside Loan Pair (when it is a defaulted mortgage loan) or REO property for less than the applicable Purchase Price;

● any determination to bring an REO property into compliance with applicable environmental laws or to otherwise address hazardous materials located at the mortgaged property or at an REO property;

● any release of collateral or any acceptance of substitute or additional collateral for the Westfield Countryside Loan Pair, or any consent to either of the foregoing, other than if required pursuant to the specific terms of the mortgage loan documents and for which there is no material lender discretion;

● any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Westfield Countryside Loan Pair or, if lender consent is required, any consent to such waiver or consent to a transfer of the mortgaged property or interests in the related borrower, or consent to the incurrence of additional debt (including the incurrence of mezzanine financing by an owner of the related borrower not permitted under the related mortgage loan documents), other than any such transfer or incurrence of debt as may be effected without the consent of the lender under the related mortgage loan documents;

● any material modification, waiver or amendment of an intercreditor agreement, co-lender agreement, participation agreement or similar agreement with any mezzanine lender or subordinate debt holder related to the Westfield Countryside Loan Pair, or an action to enforce rights with respect thereto;

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● any franchise changes (for which the lender is required to consent or approve under the related mortgage loan documents), or any material property management company changes, including approval of the termination of a manager and appointment of a new property manager;

● releases of any escrow accounts, reserve accounts or letters of credit held as performance or reserves other than those required pursuant to the specific terms of the mortgage loan documents and for which there is no material lender discretion;

● any acceptance of an assumption agreement releasing a borrower, guarantor or other obligor from liability under the mortgage loan documents other than pursuant to the specific terms of the mortgage loan documents and for which there is no lender discretion;

● any determination of an acceptable insurance default;

● the modification, waiver, amendment, execution, termination or renewal of any lease, to the extent lender approval is required under the related mortgage loan documents and if such lease (a) involves a ground lease or lease of an outparcel or affects an area greater than or equal to the greater of (i) 10% of leasable space or (ii) 30,000 square feet, (b) is for over 50,000 square feet or (c) otherwise constitutes a “major lease” or a “material lease”, if applicable, under the related mortgage loan documents, including entering into any related subordination, non-disturbance and attornment agreement, subject to any deemed approval expressly set forth in the related lease;

● any adoption or implementation of a budget submitted by a borrower with respect to the Westfield Countryside Loan Pair (to the extent lender approval is required under the related mortgage loan documents), if the Westfield Countryside Loan Pair is on the CREFC® Servicer Watch List, subject to any deemed approval expressly set forth in the related mortgage loan documents;

● the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of a borrower; and

● the exercise of the rights and powers granted under the Westfield Countryside Intercreditor Agreement or under a related mezzanine loan intercreditor agreement to the “Controlling Note Holder” or similar term and/or the “Servicer” referred to in the Westfield Countryside Intercreditor Agreement or in such related mezzanine loan intercreditor agreement, if and to the extent such rights or powers affect the priority, payments, consent rights, or security interest with respect to the “Controlling Note Holder” or such other similar term.

Such consultation right will expire ten (10) business days after the delivery to the Westfield Countryside Non-Controlling Note Holder of written notice of a proposed action, whether or not the Westfield Countryside Non-Controlling Note Holder has responded within such period (unless the special servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) business day period will be deemed to begin anew).  In no event will the special servicer be obligated to follow or take any alternative actions recommended by the Westfield Countryside Non-Controlling Note Holder.

If the special servicer determines that immediate action is necessary to protect the interests of the holders of the Westfield Countryside Mortgage Loan and the Westfield Countryside Serviced Companion Loan, it may take, in accordance with the Servicing Standard, any Westfield Countryside Major Decision with respect to the Westfield Countryside Loan Pair or any action set forth in any applicable Asset Status Report before the expiration of the aforementioned ten (10) business day period.

In addition to the aforementioned consultation right, the Westfield Countryside Non-Controlling Note Holder will have the right to annual meetings (which may be held telephonically) with the special servicer, upon reasonable notice and at times reasonably acceptable to the special servicer, in which servicing issues related to the Westfield Countryside Loan Pair are discussed.

If a Special Servicer Termination Event has occurred that affects the holder of the Westfield Countryside Serviced Companion Loan, such holder will have the right to direct the trustee to terminate the special servicer under the Pooling and Servicing Agreement solely with respect to the Westfield Countryside Loan Pair, other than with respect to any rights such special servicer may have as a Certificateholder, entitlements to amounts payable to the special servicer at the time of termination, entitlements to indemnification amounts and any other entitlements of the terminated party that survive the termination.

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Any Westfield Countryside Non-Controlling Note Holder will be required to provide notice of its identity and contact information (including any change thereof) to the trustee, certificate administrator, the master servicer and the special servicer; provided, that Morgan Stanley Mortgage Capital Holdings LLC, as the Westfield Countryside Non-Controlling Holder on the Closing Date will be deemed to have provided that such notice on the Closing Date.  The trustee, certificate administrator, master servicer and special servicer will be entitled to conclusively rely on such identity and contact information received by it and will not be liable in respect of any deliveries sent in reliance thereon.

The “Westfield Countryside Non-Controlling Note Holder” will initially be the Westfield Countryside Serviced Companion Loan holder, and from and after the date that the Westfield Countryside Serviced Companion Loan is securitized, the “controlling class representative” under the related pooling and servicing agreement entered into in connection with the securitization of the Westfield Countryside Serviced Companion Loan will be Westfield Countryside Non-Controlling Note Holder.

Sale of Defaulted Mortgage Loan.  Under the Westfield Countryside Intercreditor Agreement, the Westfield Countryside Non-Controlling Note Holder has acknowledged the right and obligation of the special servicer, upon the Westfield Countryside Loan Pair becoming a defaulted mortgage loan, to sell the Westfield Countryside Mortgage Loan and the Westfield Countryside Serviced Companion Loan together as notes evidencing one whole loan in accordance with the terms of the Pooling and Servicing Agreement, and in connection with any such sale, the special servicer will be required to sell the Westfield Countryside Mortgage Loan and the Westfield Countryside Serviced Companion Loan together as notes evidencing one whole loan.  Notwithstanding the foregoing, the special servicer will not be permitted to sell the Westfield Countryside Loan Pair without the consent of the Westfield Countryside Non-Controlling Note Holder unless it has delivered to such holder (a) at least fifteen (15) business days prior written notice of any decision to attempt to sell the Westfield Countryside Loan Pair, (b) at least 10 days prior to the proposed sale date, a copy of each bid package received by the special servicer and a copy of the most recent appraisal, and (c) until the sale is completed, and a reasonable period prior to the proposed sale date, all information and documents being provided to offerors or otherwise approved by the master servicer or special servicer in connection with the proposed sale.

The Mall at Tuttle Crossing Loan Pair

The mortgaged property identified on APPENDIX I to this free writing prospectus as The Mall at Tuttle Crossing (“The Mall at Tuttle Crossing Mortgaged Property”) secures a promissory note A-2 with an outstanding principal balance as of the Cut-off Date of $95,000,000 (such promissory note, “The Mall at Tuttle Crossing Mortgage Loan).  The Mall at Tuttle Crossing Mortgaged Property also secures an additional promissory note A-1 with an original outstanding principal balance of $30,000,000 (“The Mall at Tuttle Crossing Companion Loan” and, together with The Mall at Tuttle Crossing Mortgage Loan, “The Mall at Tuttle Crossing Loan Pair”) that is pari passu in right of payment with The Mall at Tuttle Crossing Mortgage Loan.  The Mall at Tuttle Crossing Mortgage Loan is included in the Issuing Entity, while The Mall at Tuttle Crossing Companion Loan is included in the MSBAM 2013-C10 securitization.

The Mall at Tuttle Crossing Mortgage Loan and The Mall at Tuttle Crossing Companion Loan are cross-defaulted and have the same borrower, maturity date, amortization schedule and prepayment structure.  Unless otherwise indicated, for purposes of the information presented in this free writing prospectus with respect to The Mall at Tuttle Crossing Mortgage Loan, the loan-to-value ratio, debt yield, debt service coverage ratio and loan per unit information includes The Mall at Tuttle Crossing Companion Loan.

Servicing.  The Mall at Tuttle Crossing Loan Pair will be serviced (x) pursuant to the terms of the Pooling and Servicing Agreement and, subject to the terms of The Mall at Tuttle Crossing Intercreditor Agreement, all decisions, consents, waivers, approvals and other actions on the part of any of The Mall at Tuttle Crossing Noteholders will be effected in accordance with the Pooling and Servicing Agreement and (y) by the Master Servicer and the Special Servicer.

Advances.  (a) the Master Servicer, the Special Servicer (with respect to servicing advances) or the Trustee, as applicable, under the Pooling and Servicing Agreement, will be responsible for making (i) any required principal and interest advances on The Mall at Tuttle Crossing Mortgage Loan as required under the terms of the Pooling and Servicing Agreement (but not on The Mall at Tuttle Crossing Companion Loan) unless the master servicer or the

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trustee under the Pooling and Servicing Agreement, as applicable, determines that such an advance would not be recoverable from collections on The Mall at Tuttle Crossing Mortgage Loan, and (ii) any required Servicing Advances with respect to The Mall at Tuttle Crossing Loan Pair unless the master servicer, the special servicer or the trustee under the Pooling and Servicing Agreement, as applicable, determines that such an advance would not be recoverable from collections on The Mall at Tuttle Crossing Loan Pair.  Reimbursement of Servicing Advances made with respect to The Mall at Tuttle Crossing Companion Loan will be made as described under “DESCRIPTION OF THE OFFERED CERTIFICATES—Advances—Servicing Advances” in this free writing prospectus; and

(b) the master servicer or the trustee under the MSBAM 2013-C10 pooling and servicing agreement, as applicable, will continue to be responsible for making advances of principal and interest on The Mall at Tuttle Crossing Companion Loan (but not on The Mall at Tuttle Crossing Mortgage Loan) pursuant to the MSBAM 2013-C10 pooling and servicing agreement, unless the master servicer or the trustee under the MSBAM 2013-C10 pooling and servicing agreement, as applicable, determines that such an advance would not be recoverable from collections on The Mall at Tuttle Crossing Companion Loan.

The Mall at Tuttle Crossing Intercreditor Agreement

Pursuant to the intercreditor agreement entered into between the holders of The Mall at Tuttle Crossing Mortgage Loan and The Mall at Tuttle Crossing Companion Loan (“The Mall at Tuttle Crossing Intercreditor Agreement”), The Mall at Tuttle Crossing Mortgage Loan is pari passu in right of payment with The Mall at Tuttle Crossing Companion Loan.

Distributions. The terms of The Mall at Tuttle Crossing Intercreditor Agreement set forth the respective rights of The Mall at Tuttle Crossing Noteholders with respect to distributions of funds received in respect of The Mall at Tuttle Crossing Loan Pair, and provides, in general, that:

The Mall at Tuttle Crossing Mortgage Loan and The Mall at Tuttle Crossing Companion Loan are of equal priority with each other and neither will have priority or preference over the other.

All payments, proceeds and other recoveries on The Mall at Tuttle Crossing Loan Pair will be applied to The Mall at Tuttle Crossing Mortgage Loan and The Mall at Tuttle Crossing Companion Loan on a pro rata and pari passu basis (subject, in each case, to certain payment and reimbursement rights of the master servicer, the special servicer, the trustee, the certificate administrator and the trust advisor, in accordance with the terms of the Pooling and Servicing Agreement and the MSBAM 2013-C10 pooling and servicing agreement).

Consultation and Control.  The controlling note holder under The Mall at Tuttle Crossing Intercreditor Agreement with respect to The Mall at Tuttle Crossing Loan Pair will be the controlling class representative specified in the Pooling and Servicing Agreement (such party, “The Mall at Tuttle Crossing Controlling Note Holder”).  Certain decisions to be made with respect to The Mall at Tuttle Crossing Loan Pair, are “The Mall at Tuttle Crossing Major Decisions” as set forth in The Mall at Tuttle Crossing Intercreditor Agreement, which include the following:

● any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO property) of the ownership of properties securing The Mall at Tuttle Crossing Loan Pair if it comes into and continues in default;

● any modification, consent to a modification or waiver of a monetary term (other than penalty charges, but including the timing of payments and acceptance of discounted payoffs) or material non-monetary term of The Mall at Tuttle Crossing Loan Pair or any extension of the maturity date of The Mall at Tuttle Crossing Loan Pair;

● following a default or an event of default with respect to The Mall at Tuttle Crossing Loan Pair, any exercise of remedies, including the acceleration of The Mall at Tuttle Crossing Loan Pair or initiation of judicial, bankruptcy or similar proceedings under the related mortgage loan documents;

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● any sale of The Mall at Tuttle Crossing Loan Pair (when it is a defaulted mortgage loan) or REO property for less than the applicable Purchase Price;

● any determination to bring an REO property into compliance with applicable environmental laws or to otherwise address hazardous materials located at the mortgaged property or at an REO property;

● any release of collateral or any acceptance of substitute or additional collateral for The Mall at Tuttle Crossing Loan Pair, or any consent to either of the foregoing, unless required pursuant to the specific terms of the mortgage loan documents and for which there is no material lender discretion;

● any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to The Mall at Tuttle Crossing Loan Pair or, if lender consent is required, any consent to such waiver or consent to a transfer of the mortgaged property or interests in the related borrower, or consent to the incurrence of additional debt (including the incurrence of mezzanine financing by an owner of the related borrower not permitted under the related mortgage loan documents), excluding if required any such transfer or incurrence of debt as may be effected without the consent of the lender under the related mortgage loan documents;

● any material modification, waiver or amendment of an intercreditor agreement, co-lender agreement, participation agreement or similar agreement with any mezzanine lender or subordinate debt holder related to The Mall at Tuttle Crossing Loan Pair, or an action to enforce rights with respect thereto;

● any franchise changes (for which the lender is required to consent or approve under the related mortgage loan documents), or any material property management company changes, including approval of the termination of a manager and appointment of a new property manager;

● releases of any escrow accounts, reserve accounts or letters of credit held as performance reserves other than those required pursuant to the specific terms of the mortgage loan documents and for which there is no material lender discretion;

● any acceptance of an assumption agreement releasing a borrower, guarantor or other obligor from liability under the mortgage loan documents other than pursuant to the specific terms of the mortgage loan documents and for which there is no lender discretion;

● any determination of an acceptable insurance default;

● the modification, waiver, amendment, execution, termination or renewal of any lease, to the extent lender approval is required under the related mortgage loan documents and if such lease (a) involves a ground lease or lease of an outparcel and affects an area greater than or equal to the greater of (i) 10% of leasable space or (ii) 30,000 square feet, (b) is for over 50,000 square feet or (c) otherwise constitutes a “major lease” or a “material lease”, if applicable, under the related mortgage loan documents, including entering into any related subordination, non-disturbance and attornment agreement, subject to any deemed approval expressly set forth in the related lease;

● any adoption or implementation of a budget submitted by a borrower with respect to The Mall at Tuttle Crossing Loan Pair (to the extent lender approval is required under the related mortgage loan documents), and if The Mall at Tuttle Crossing Loan Pair is on the CREFC® Servicer Watch List, subject to any deemed approval expressly set forth in the related mortgage loan documents;

● the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of a borrower; and

● the exercise of the rights and powers granted under The Mall at Tuttle Crossing Intercreditor Agreement or under a related mezzanine loan intercreditor agreement to the “Controlling Note Holder” or similar term and/or the “Servicer” referred to in The Mall at Tuttle Crossing Intercreditor Agreement or therein, if and to the extent such rights or powers affect the priority, payments, consent rights, or security interest with respect to the “Controlling Note Holder” or such other similar term.

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Notwithstanding The Mall at Tuttle Crossing Controlling Note Holder’s consent and/or consultation rights described above, the special servicer or the master servicer (in the event the master servicer is otherwise authorized to take such action pursuant to The Mall at Tuttle Crossing Pooling and Servicing Agreement), as applicable, is permitted to implement any The Mall at Tuttle Crossing Major Decision before the expiration of a ten (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 Mall at Tuttle Crossing Mortgage Loan and The Mall at Tuttle Crossing Companion Loan.

Pursuant to the terms of The Mall at Tuttle Crossing Intercreditor Agreement, the Controlling Class Representative, as a non-controlling noteholder (“The Mall at Tuttle Crossing Non-Controlling Note Holder”), will have the right (i) to receive copies of all notices, information and reports, in each case, with respect to The Mall at Tuttle Crossing Loan Pair, that the master servicer or the special servicer, as applicable, under The Mall at Tuttle Crossing Pooling and Servicing Agreement is required to provide to The Mall at Tuttle Crossing Controlling Note Holder under such agreement within the same time frame such master servicer or special servicer is required to provide such notices, information and reports to The Mall at Tuttle Crossing Controlling Note Holder and (ii) to be consulted by such master servicer or special servicer on a strictly non-binding basis with respect to The Mall at Tuttle Crossing The Mall at Tuttle Crossing Major Decisions and the implementation by such special servicer of any recommended actions outlined in an asset status report. The consultation right of The Mall at Tuttle Crossing Non-Controlling Note Holder will expire ten (10) business days after the delivery by such master servicer or special servicer of notice and information relating to the matter subject to consultation, whether or not The Mall at Tuttle Crossing 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 ten (10) business-day consultation period will begin anew.  Notwithstanding The Mall at Tuttle Crossing Non-Controlling Note Holder’s consultation rights described above, the Master Servicer or the Special Servicer, as applicable, under the Pooling and Servicing Agreement is permitted to implement any The Mall at Tuttle Crossing Major Decision or take any action set forth in an asset status report before the expiration of the aforementioned ten (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 Mall at Tuttle Crossing Mortgage Loan and The Mall at Tuttle Crossing Companion Loan.

In addition to the consultation rights of The Mall at Tuttle Crossing Non-Controlling Note Holder described above, The Mall at Tuttle Crossing Non-Controlling Note Holder will have the right to annual meetings (which may be held telephonically) with the Master Servicer or the Special Servicer under the Pooling and Servicing Agreement, as applicable, upon reasonable notice and at times reasonably acceptable to such Master Servicer or Special Servicer, as applicable, in which servicing issues related to The Mall at Tuttle Crossing Loan Pair are discussed.

Neither the Master Servicer nor the Special Servicer under the Pooling and Servicing Agreement may follow any advice or consultation that would require or cause such parties to violate any applicable law, including the REMIC provisions, be inconsistent with the Servicing Standard, require or cause such parties to violate provisions of The Mall at Tuttle Crossing Intercreditor Agreement or the Pooling and Servicing Agreement, require or cause such parties to violate the terms of The Mall at Tuttle Crossing Loan Pair, or materially expand the scope of any of such parties’ responsibilities under The Mall at Tuttle Crossing Intercreditor Agreement.

Sale of Defaulted Mortgage Loan.  Pursuant to the terms of The Mall at Tuttle Crossing Intercreditor Agreement, if The Mall at Tuttle Crossing Loan Pair becomes a “defaulted mortgage loan” pursuant to the terms of the Pooling and Servicing Agreement, the Special Servicer will be required to sell The Mall at Tuttle Crossing Mortgage Loan together with The Mall at Tuttle Crossing Companion Loan as a single whole loan, subject to the satisfaction of certain notice and information delivery requirements and the Trustee’s (or any third party hired by the Trustee in accordance with the Pooling and Servicing Agreement) obligation to review any offer received for The Mall at Tuttle Crossing Mortgage Loan and The Mall at Tuttle Crossing Companion Loan.  The Mall at Tuttle Crossing Non-Controlling Note Holder will have consultation rights in connection with such sale, as described above.  See “SERVICING OF THE MORTGAGE LOANS—Sale of Defaulted Mortgage Loans and REO Properties—Sale of REO Properties” in this free writing prospectus.

Appointment of Special Servicer. The Mall at Tuttle Crossing Controlling Note Holder will have the right, with or without cause, to replace the special servicer then acting with respect to The Mall at Tuttle Crossing Loan Pair and appoint a replacement special servicer in lieu thereof without the consent of The Mall at Tuttle Crossing Non-Controlling Note Holder as long as such replacement special servicer satisfies the conditions set forth in the Pooling and Servicing Agreement.

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Marriott Chicago River North Hotel Loan Pair

The mortgaged property identified on APPENDIX I to this free writing prospectus as the Marriott Chicago River North Hotel (“Marriott Chicago River North Hotel Mortgaged Property”) secures a promissory note A-1 with an outstanding principal balance as of the Cut-off Date of $55,000,000 (such promissory note, “Marriott Chicago River North Hotel Mortgage Loan”).  The Marriott Chicago River North Hotel Mortgaged Property also secures an additional promissory note A-2 with an original outstanding principal balance of $65,000,000 (“Marriott Chicago River North Hotel Companion Loan” and, together with the Marriott Chicago River North Hotel Mortgage Loan, “Marriott Chicago River North Hotel Loan Pair”) that is pari passu in right of payment with the Marriott Chicago River North Hotel Mortgage Loan.  The Marriott Chicago River North Hotel Mortgage Loan is included in the Issuing Entity, while the Marriott Chicago River North Hotel Companion Loan is not included in the Issuing Entity. The Marriott Chicago River North Hotel Companion Loan is currently held by Bank of America, National Association, which may sell its note at any time, subject to compliance with the Marriott Chicago River North Hotel Intercreditor Agreement (as defined below).

The Marriott Chicago River North Hotel Mortgage Loan and the Marriott Chicago River North Hotel Companion Loan are cross-defaulted and have the same borrower, maturity date, amortization schedule and prepayment structure.  Unless otherwise indicated, for purposes of the information presented in this free writing prospectus with respect to the Marriott Chicago River North Hotel Mortgage Loan, the loan-to-value ratio, debt yield, debt service coverage ratio and loan per unit information includes the Marriott Chicago River North Hotel Companion Loan.

Servicing.  The Marriott Chicago River North Hotel Loan Pair will be serviced as follows:

(a)      from and after the Closing Date, but prior to the date that the Marriott Chicago River North Hotel Companion Loan is included in a securitization trust (“Marriott Chicago River North Hotel Companion Loan Securitization Date”), the Marriott Chicago River North Hotel Loan Pair will be serviced by the master servicer and the special servicer pursuant to the terms of the Pooling and Servicing Agreement; and

(b)      from and after the Marriott Chicago River North Hotel Companion Loan Securitization Date, the Marriott Chicago River North Hotel Loan Pair will be serviced (x) pursuant to the terms of the pooling and servicing agreement entered into in connection with the securitization of the Marriott Chicago River North Hotel Companion Loan (“Marriott Chicago River North Hotel Pooling and Servicing Agreement”) and, subject to the terms of the Marriott Chicago River North Hotel Intercreditor Agreement, all decisions, consents, waivers, approvals and other actions on the part of any of the Marriott Chicago River North Hotel Noteholders will be effected in accordance with the Marriott Chicago River North Hotel Pooling and Servicing Agreement and (y) by the master servicer and the special servicer appointed pursuant to the Marriott Chicago River North Hotel Pooling and Servicing Agreement.

The Marriott Chicago River North Hotel Intercreditor Agreement requires that the Marriott Chicago River North Hotel Pooling and Servicing Agreement contain terms and conditions that are customary for securitization transactions involving assets similar to the Marriott Chicago River North Hotel Mortgage Loan as described more fully under “SERVICING OF THE MORTGAGE LOANS—Additional Matters Relating to the Servicing of the Marriott Chicago River North Hotel Mortgage Loan”.

If the Marriott Chicago River North Hotel Loan Pair becomes specially serviced prior to the securitization of the Marriott Chicago River North Hotel Companion Loan, the special servicer will be required to service and administer the Marriott Chicago River North Hotel Loan Pair 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 pair as set forth under the Pooling and Servicing Agreement. Prior to the Marriott Chicago River North Hotel Companion Loan Securitization Date, no other special servicer will be entitled to any such compensation or have such rights and obligations. After such securitization, the Marriott Chicago River North Hotel Loan Pair will no longer be serviced pursuant to the Pooling and Servicing Agreement. If the Marriott Chicago River North Hotel Loan Pair is being specially serviced when the Marriott Chicago River North Hotel 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 pair, as well as all surviving indemnity and other rights in respect of such special servicing role.

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Advances.  Prior to the Marriott Chicago River North Hotel Companion Loan Securitization Date, the master servicer, the special servicer (with respect to certain Servicing Advances) or the trustee under the Pooling and Servicing Agreement, as applicable, will be responsible for making (i) any required advances of principal and interest on the Marriott Chicago River North Hotel Mortgage Loan (but not on the Marriott Chicago River North Hotel Companion Loan) unless the master servicer or the trustee under the Pooling and Servicing Agreement, as applicable, determines that such an advance would not be recoverable from collections on the Marriott Chicago River North Hotel Mortgage Loan, and (ii) any required Servicing Advances with respect to the Marriott Chicago River North Hotel Loan Pair unless the master servicer, the special servicer or the trustee under the Pooling and Servicing Agreement, as applicable, determines that such an advance would not be recoverable from collections on the Marriott Chicago River North Hotel Loan Pair. Reimbursement of Servicing Advances made with respect to the Marriott Chicago River North Hotel Companion Loan will be made as described herein under “SERVICING OF THE MORTGAGE LOANS—Additional Matters Relating to the Servicing of the Marriott Chicago River North Hotel Mortgage Loan” in this free writing prospectus.

After the Marriott Chicago River North Hotel Companion Loan Securitization Date,

(a) the master servicer or the trustee under the Pooling and Servicing Agreement, as applicable, will continue to be responsible for making advances of principal and interest on the Marriott Chicago River North Hotel Mortgage Loan (but not on the Marriott Chicago River North Hotel Companion Loan) pursuant to the Pooling and Servicing Agreement, unless the master servicer or the trustee under the Pooling and Servicing Agreement, as applicable, determines that such an advance would not be recoverable from collections on the Marriott Chicago River North Hotel Mortgage Loan; and

(b) the master servicer, the special servicer (with respect to servicing advances) or the trustee, as applicable, under the Marriott Chicago River North Hotel Pooling and Servicing Agreement will be responsible for making (i) any required principal and interest advances on the Marriott Chicago River North Hotel Companion Loan as required under the terms of the Marriott Chicago River North Hotel Pooling and Servicing Agreement (but not on the Marriott Chicago River North Hotel Mortgage Loan) and (ii) any required Servicing Advances with respect to the Marriott Chicago River North Hotel Loan Pair, in each case unless a similar determination of recoverability is made under the Marriott Chicago River North Hotel Pooling and Servicing Agreement.

The Marriott Chicago River North Hotel Intercreditor Agreement

Pursuant to the intercreditor agreement entered into between the holders of the Marriott Chicago River North Hotel Mortgage Loan and the Marriott Chicago River North Hotel Companion Loan (“Marriott Chicago River North Hotel Intercreditor Agreement”), the Marriott Chicago River North Hotel Mortgage Loan is pari passu in right of payment with the Marriott Chicago River North Hotel Companion Loan.

Distributions. The terms of the Marriott Chicago River North Hotel Intercreditor Agreement set forth the respective rights of the Marriott Chicago River North Hotel Noteholders with respect to distributions of funds received in respect of the Marriott Chicago River North Hotel Loan Pair, and provides, in general, that:

● The Marriott Chicago River North Hotel Mortgage Loan and the Marriott Chicago River North Hotel Companion Loan are of equal priority with each other and neither will have priority or preference over the other.

● All payments, proceeds and other recoveries on the Marriott Chicago River North Hotel Loan Pair will be applied to the Marriott Chicago River North Hotel Mortgage Loan and the Marriott Chicago River North Hotel Companion Loan on a pro rata and pari passu basis (subject, in each case, to certain payment and reimbursement rights of the master servicer, the special servicer, the trustee, the certificate administrator and the trust advisor, in accordance with the terms of the Pooling and Servicing Agreement and the Marriott Chicago River North Hotel Pooling and Servicing Agreement, if applicable).

Consultation and Control. The controlling note holder under the Marriott Chicago River North Hotel Intercreditor Agreement with respect to the Marriott Chicago River North Hotel Loan Pair will initially be the holder of the Marriott Chicago River North Hotel Companion Loan, and from and after the Marriott Chicago River North Hotel Companion Loan Securitization Date, will be the controlling class representative or such other party specified in the Marriott Chicago River North Hotel Pooling and Servicing Agreement (such party, “Marriott Chicago River North Hotel Controlling Note Holder”). Certain decisions to be made with respect to the Marriott Chicago River

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North Hotel Loan Pair, are “Marriott Chicago River North Hotel Major Decisions” as set forth in the Marriott Chicago River North Hotel Intercreditor Agreement, which include the following:

● any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO property) of the ownership of properties securing the Marriott Chicago River North Hotel Loan Pair if it comes into and continues in default;

● any modification, consent to a modification or waiver of a monetary term (other than penalty charges, but including the timing of payments and acceptance of discounted payoffs) or material non-monetary term of the Marriott Chicago River North Hotel Loan Pair or any extension of the maturity date of the Marriott Chicago River North Hotel Loan Pair;

● following a default or an event of default with respect to the Marriott Chicago River North Hotel Loan Pair, any exercise of remedies, including the acceleration of the Marriott Chicago River North Hotel Loan Pair or initiation of judicial, bankruptcy or similar proceedings under the related mortgage loan documents;

● any sale of the Marriott Chicago River North Hotel Loan Pair (when it is a defaulted mortgage loan) or REO property for less than the applicable Purchase Price;

● any determination to bring an REO property into compliance with applicable environmental laws or to otherwise address hazardous materials located at the mortgaged property or at an REO property;

● any release of collateral or any acceptance of substitute or additional collateral for the Marriott Chicago River North Hotel Loan Pair, or any consent to either of the foregoing, unless required pursuant to the specific terms of the mortgage loan documents and for which there is no material lender discretion;

● any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Marriott Chicago River North Hotel Loan Pair or, if lender consent is required, any consent to such waiver or consent to a transfer of the mortgaged property or interests in the related borrower, or consent to the incurrence of additional debt (including the incurrence of mezzanine financing by an owner of the related borrower not permitted under the related mortgage loan documents), excluding if required any such transfer or incurrence of debt as may be effected without the consent of the lender under the related mortgage loan documents;

● any material modification, waiver or amendment of an intercreditor agreement, co-lender agreement, participation agreement or similar agreement with any mezzanine lender or subordinate debt holder related to the Marriott Chicago River North Hotel Loan Pair, or an action to enforce rights with respect thereto;

● any franchise changes (for which the lender is required to consent or approve under the related mortgage loan documents), or any material property management company changes, including approval of the termination of a manager and appointment of a new property manager;

● releases of any escrow accounts, reserve accounts or letters of credit held as performance reserves other than those required pursuant to the specific terms of the mortgage loan documents and for which there is no material lender discretion;

● any acceptance of an assumption agreement releasing a borrower, guarantor or other obligor from liability under the mortgage loan documents other than pursuant to the specific terms of the mortgage loan documents and for which there is no lender discretion;

● any determination of an acceptable insurance default;

● the modification, waiver, amendment, execution, termination or renewal of any lease, to the extent lender approval is required under the related mortgage loan documents and if such lease (a) involves a ground lease or lease of an outparcel and affects an area greater than or equal to the greater of (i) 10% of leasable space or (ii) 30,000 square feet, (b) is for over 50,000 square feet or (c) otherwise constitutes a “major lease” or a “material lease”, if applicable, under the related mortgage loan documents, including entering into any related subordination, non-disturbance and attornment agreement, subject to any deemed approval expressly set forth in the related lease;

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● any adoption or implementation of a budget submitted by a borrower with respect to the Marriott Chicago River North Hotel Loan Pair (to the extent lender approval is required under the related mortgage loan documents), and if the Marriott Chicago River North Hotel Loan Pair is on the CREFC® Servicer Watch List, subject to any deemed approval expressly set forth in the related mortgage loan documents;

● the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of a borrower; and

● the exercise of the rights and powers granted under the Marriott Chicago River North Hotel Intercreditor Agreement or under a related mezzanine loan intercreditor agreement to the “Controlling Note Holder” or similar term and/or the “Servicer” referred to in the Marriott Chicago River North Hotel Intercreditor Agreement or therein, if and to the extent such rights or powers affect the priority, payments, consent rights, or security interest with respect to the “Controlling Note Holder” or such other similar term.

Notwithstanding the Marriott Chicago River North Hotel Controlling Note Holder’s consent and/or consultation rights described above, the special servicer or the master servicer (in the event the master servicer is otherwise authorized to take such action pursuant to the Marriott Chicago River North Hotel Pooling and Servicing Agreement), as applicable, is permitted to implement any the Marriott Chicago River North Hotel Major Decision before the expiration of a ten (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 Marriott Chicago River North Hotel Mortgage Loan and the Marriott Chicago River North Hotel Companion Loan.

Pursuant to the terms of the Marriott Chicago River North Hotel Intercreditor Agreement, the Controlling Class Representative, as a non-controlling noteholder (“Marriott Chicago River North Hotel Non-Controlling Note Holder”). will have the right (i) to receive copies of all notices, information and reports, in each case, with respect to the Marriott Chicago River North Hotel Loan Pair, that the master servicer or the special servicer, as applicable, under the Marriott Chicago River North Hotel Pooling and Servicing Agreement is required to provide to the Marriott Chicago River North Hotel Controlling Note Holder under such agreement within the same time frame such master servicer or special servicer is required to provide such notices, information and reports to the Marriott Chicago River North Hotel Controlling Note Holder and (ii) to be consulted by such master servicer or special servicer on a strictly non-binding basis with respect to the Marriott Chicago River North Hotel Major Decisions and the implementation by such special servicer of any recommended actions outlined in an asset status report. The consultation right of the Marriott Chicago River North Hotel Non-Controlling Note Holder will expire ten (10) business days after the delivery by such master servicer or special servicer of notice and information relating to the matter subject to consultation, whether or not the Marriott Chicago River North Hotel Non-Controlling Note Holder has responded within such period; provided that if a new course of action is proposed that is materially different from the actions previously proposed, the ten (10) business-day consultation period will begin anew. Notwithstanding the Marriott Chicago River North Hotel Non-Controlling Note Holder’s consultation rights described above, the master servicer or the special servicer, as applicable, under the Marriott Chicago River North Hotel Pooling and Servicing Agreement is permitted to implement any the Marriott Chicago River North Hotel Major Decision or take any action set forth in an asset status report before the expiration of the aforementioned ten (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 Marriott Chicago River North Hotel Mortgage Loan and the Marriott Chicago River North Hotel Companion Loan.

In addition to the consultation rights of the Marriott Chicago River North Hotel Non-Controlling Note Holder described above, the Marriott Chicago River North Hotel Non-Controlling Note Holder will have the right to annual meetings (which may be held telephonically) with the master servicer or the special servicer under the Pooling and Servicing Agreement, or after the Marriott Chicago River North Hotel Companion Loan Securitization Date, the master servicer or the special servicer under the Marriott Chicago River North Hotel Pooling and Servicing Agreement, as applicable, upon reasonable notice and at times reasonably acceptable to such master servicer or special servicer, as applicable, in which servicing issues related to the Marriott Chicago River North Hotel Loan Pair are discussed.

Neither the master servicer nor the special servicer under the Pooling and Servicing Agreement, or after the Marriott Chicago River North Hotel Companion Loan Securitization Date, the master servicer and the special servicer under the Marriott Chicago River North Hotel Pooling and Servicing Agreement, may follow any advice or consultation that would require or cause such parties to violate any applicable law, including the REMIC provisions, be inconsistent with the Servicing Standard, require or cause such parties to violate provisions of the Marriott

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Chicago River North Hotel Intercreditor Agreement, the Pooling and Servicing Agreement or the Marriott Chicago River North Hotel Pooling and Servicing Agreement, require or cause such parties to violate the terms of the Marriott Chicago River North Hotel Loan Pair, or materially expand the scope of any of such parties’ responsibilities under the Marriott Chicago River North Hotel Intercreditor Agreement.

Sale of Defaulted Mortgage Loan.  Pursuant to the terms of the Marriott Chicago River North Hotel Intercreditor Agreement, if the Marriott Chicago River North Hotel Loan Pair becomes a “defaulted mortgage loan” pursuant to the terms of the Pooling and Servicing Agreement or the Marriott Chicago River North Hotel Pooling and Servicing Agreement, as applicable, the applicable special servicer will be required to sell the Marriott Chicago River North Hotel Mortgage Loan together with the Marriott Chicago River North Hotel Companion Loan as a single whole loan, subject to the satisfaction of certain notice and information delivery requirements and the Trustee’s (or any third party hired by the Trustee in accordance with the Pooling and Servicing Agreement) obligation to review any offer received for the Marriott Chicago River North Hotel Mortgage Loan and the Marriott Chicago River North Hotel Companion Loan. the Marriott Chicago River North Hotel Non-Controlling Note Holder will have consultation rights in connection with such sale, as described above. See “SERVICING OF THE MORTGAGE LOANS—Sale of Defaulted Mortgage Loans and REO Properties—Sale of REO Properties” in this free writing prospectus.

Appointment of Special Servicer. The Marriott Chicago River North Hotel Controlling Note Holder will have the right, with or without cause, to replace the special servicer then acting with respect to the Marriott Chicago River North Hotel Loan Pair and appoint a replacement special servicer in lieu thereof without the consent of the Marriott Chicago River North Hotel Non-Controlling Note Holder as long as such replacement special servicer satisfies the conditions set forth in the Pooling and Servicing Agreement or the Marriott Chicago River North Hotel Pooling and Servicing Agreement, as applicable.

The Non-Serviced Loan Combinations

The Non-Serviced Loan Combination related to the Issuing Entity as of the Closing Date is the Southdale Center Non-Serviced Loan Combination (as defined below).

The Southdale Center Non-Serviced Loan Combination

The mortgaged property identified on APPENDIX I to this free writing prospectus as Southdale Center (the “Southdale Center Mortgaged Property”) secures a promissory note A-2 with an outstanding principal balance as of the Cut-off Date of $55,000,000 (the “Southdale Center Mortgage Loan”).  The Southdale Center Mortgaged Property also secures an additional promissory note A-1 with an outstanding principal balance as of the Cut-off Date of $100,000,000 (the “Southdale Center Non-Serviced Companion Loan” and, together with the Southdale Center Mortgage Loan, the “Southdale Center Non-Serviced Loan Combination”) that is pari passu in right of payment with the Southdale Center Mortgage Loan.  The Southdale Center Mortgage Loan is included in the Issuing Entity, and the Southdale Center Non-Serviced Companion Loan is not included in the Issuing Entity.  The Southdale Center Non-Serviced Companion Loan is currently included in the MSBAM 2013-C10 securitization.

The Southdale Center Mortgage Loan and the Southdale Center Non-Serviced Companion Loan are being serviced pursuant to a Non-Serviced Mortgage Loan Pooling and Servicing Agreement.  The terms of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement are substantially similar to the terms of the Pooling and Servicing Agreement.

The terms of the Southdale Center Intercreditor Agreement (as defined below) provide that, for so long as the Southdale Center Non-Serviced Companion Loan is included in a securitization, the applicable Non-Serviced Mortgage Loan Master Servicer or Non-Serviced Mortgage Loan Special Servicer will be obligated to administer the Southdale Center Non-Serviced Loan Combination consistently with the terms of such intercreditor agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.  None of the related Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer or Non-Serviced Mortgage Loan Trustee, as applicable, under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement will be required to make P&I Advances on the Southdale Center Mortgage Loan, but such Non-Serviced Mortgage Loan Master Servicer or Non-Serviced Mortgage Loan Trustee, as applicable, will be required to make servicing advances on the Southdale Center Non-Serviced Loan Combination unless such party determines that such a servicing advance would be a nonrecoverable advance, all in accordance with the related Non-Serviced Mortgage Loan

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Pooling and Servicing Agreement (P&I Advances on the Southdale Center Mortgage Loan will be made by the master servicer or the trustee, as applicable, to the extent provided under the Pooling and Servicing Agreement; none of the master servicer, the special servicer or the trustee will be obligated to make Servicing Advances with respect to the Southdale Center Non-Serviced Loan Combination under the Pooling and Servicing Agreement).

The Southdale Center Intercreditor Agreement

Pursuant to the intercreditor agreement entered into between the holders of the Southdale Center Mortgage Loan and the Southdale Center Non-Serviced Companion Loan (the “Southdale Center Intercreditor Agreement”), the Southdale Center Mortgage Loan is pari passu in right of payment with the Southdale Center Non-Serviced Companion Loan.  The Southdale Center Intercreditor Agreement provides, in general, that:

● The Southdale Center Mortgage Loan and the Southdale Center Non-Serviced Companion Loan are of equal priority with each other and neither will have priority or preference over the other;

● All payments, proceeds and other recoveries on the Southdale Center Non-Serviced Loan Combination will be applied to the Southdale Center Mortgage Loan and the Southdale Center Non-Serviced Companion Loan on a pro rata and pari passu basis (subject, in each case, to certain payment and reimbursement rights of the applicable master servicer, special servicer, trustee, certificate administrator and trust advisor, in accordance with the terms of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the Pooling and Servicing Agreement);

● The controlling class representative under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement will act as controlling class representative with respect to the Southdale Center Non-Serviced Loan Combination and will have all rights with respect to the Southdale Center Non-Serviced Loan Combination set forth in such Non-Serviced Mortgage Loan Pooling and Servicing Agreement (such rights are substantially similar to the rights that the Controlling Class Representative has with respect to the mortgage loans (other than the Southdale Center Mortgage Loan and Marriott Chicago River North Hotel Mortgage Loan) under the Pooling and Servicing Agreement); and

● The transfer of up to 49% of the beneficial interest of the Southdale Center Mortgage Loan or the Southdale Center Non-Serviced Companion Loan is generally permitted.  The transfer of more than 49% of the beneficial interest of the Southdale Center Mortgage Loan or the Southdale Center Non-Serviced Companion Loan is generally prohibited unless (i) the transferee is a large institutional lender or investment fund (other than the related borrower or an affiliate thereof) that satisfies minimum net worth and experience requirements or (ii)(a) the non-transferring holder has consented to such transfer and (b) if any such non-transferring holder’s promissory note is held in a securitization, a rating agency communication is provided to each applicable rating agency.  The foregoing restrictions do not apply to a sale of the Southdale Center Mortgage Loan together with the Southdale Center Non-Serviced Companion Loan.

Certain Rights of the Southdale Center Non-Controlling Note Holder. The related Non-Serviced Mortgage Loan Special Servicer is required (i) to provide to the Southdale Center Non-Controlling Note Holder (as defined below) copies of any notice, information and report that it is required to provide to the controlling class representative under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to the implementation of any recommended actions outlined in an asset status report relating to the Southdale Center Non-Serviced Loan Combination or any proposed action to be taken in respect of the items below (for this purpose, without regard to whether such items are actually required to be provided to the controlling class representative due to the expiration of the “subordinate control period” or the “collective consultation period” under such Non-Serviced Mortgage Loan Pooling and Servicing Agreement) and (ii) to use reasonable efforts to consult with the Southdale Center Non-Controlling Note Holder on a strictly non-binding basis (to the extent such party requests consultation after having received the aforementioned notices, information and reports) with respect to any such recommended actions by such Non-Serviced Mortgage Loan Special Servicer or any proposed action to be taken by such Non-Serviced Mortgage Loan Special Servicer in respect of the following items:

● any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO property) of the ownership of properties securing the Southdale Center Non-Serviced Loan Combination if it comes into and continues in default;

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● any modification, consent to a modification or waiver of a monetary term (other than penalty charges, but including the timing of payments and acceptance of discounted payoffs) or material non-monetary term of the Southdale Center Non-Serviced Loan Combination or any extension of the maturity date of the Southdale Center Non-Serviced Loan Combination;

● following a default or an event of default with respect to the Southdale Center Non-Serviced Loan Combination, any exercise of remedies, including the acceleration of the Southdale Center Non-Serviced Loan Combination or initiation of judicial, bankruptcy or similar proceedings under the related mortgage loan documents;

● any sale of the Southdale Center Non-Serviced Loan Combination (when it is a defaulted mortgage loan) or any related REO property for less than the applicable Purchase Price (as such term is defined in the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement);

● any determination to bring an REO property into compliance with applicable environmental laws or to otherwise address hazardous materials located at the mortgaged property or at an REO property;

● any release of collateral or any acceptance of substitute or additional collateral for the Southdale Center Non-Serviced Loan Combination, or any consent to either of the foregoing, other than if required pursuant to the specific terms of the mortgage loan documents and for which there is no material lender discretion;

● any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Southdale Center Non-Serviced Loan Combination or, if lender consent is required, any consent to such waiver or consent to a transfer of the mortgaged property or interests in the related borrower, or consent to the incurrence of additional debt (including the incurrence of mezzanine financing by an owner of the related borrower not permitted under the related mortgage loan documents), other than any such transfer or incurrence of debt as may be effected without the consent of the lender under the related mortgage loan documents;

● any material modification, waiver or amendment of an intercreditor agreement, co-lender agreement, participation agreement or similar agreement with any mezzanine lender or subordinate debt holder related to the Southdale Center Non-Serviced Loan Combination, or an action to enforce rights with respect thereto;

● any franchise changes (for which the lender is required to consent or approve under the related mortgage loan documents), or any material property management company changes, including approval of the termination of a manager and appointment of a new property manager;

● 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 mortgage loan documents and for which there is no material lender discretion;

● any acceptance of an assumption agreement releasing a borrower, guarantor or other obligor from liability under the mortgage loan documents other than pursuant to the specific terms of the mortgage loan documents and for which there is no lender discretion;

● any determination of an acceptable insurance default;

● the modification, waiver, amendment, execution, termination or renewal of any lease, to the extent lender approval is required under the related mortgage loan documents and if such lease (a) involves a ground lease or lease of an outparcel or affects an area greater than or equal to the greater of (i) 10% of leasable space or (ii) 30,000 square feet, (b) is for over 50,000 square feet or (c) otherwise constitutes a “major lease” or a “material lease”, if applicable, under the related mortgage loan documents, including entering into any related subordination, non-disturbance and attornment agreement, subject to any deemed approval expressly set forth in the related lease;

● any adoption or implementation of a budget submitted by a borrower with respect to the Southdale Center Non-Serviced Loan Combination (to the extent lender approval is required under the related mortgage loan documents), if the Southdale Center Non-Serviced Loan Combination is on the

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CREFC® Servicer Watch List, subject to any deemed approval expressly set forth in the related mortgage loan documents;

● the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of a borrower; and

● the exercise of the rights and powers granted under the Southdale Center Intercreditor Agreement or under a related mezzanine loan intercreditor agreement to the “Controlling Note Holder” or similar term and/or the “Servicer” referred to in the Southdale Center Intercreditor Agreement or therein, if and to the extent such rights or powers affect the priority, payments, consent rights, or security interest with respect to the “Controlling Note Holder” or such other similar term.

Such consultation right will expire ten (10) business days after the delivery to the Southdale Center Non-Controlling Note Holder of written notice of a proposed action, whether or not the Southdale Center Non-Controlling Note Holder has responded within such period (unless the related Non-Serviced Mortgage Loan Special Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) business day period will be deemed to begin anew).  In no event will the related Non-Serviced Mortgage Loan Special Servicer be obligated to follow or take any alternative actions recommended by the Southdale Center Non-Controlling Note Holder.

If the related Non-Serviced Mortgage Loan Special Servicer determines that immediate action is necessary to protect the interests of the holders of the Southdale Center Mortgage Loan and the Southdale Center Non-Serviced Companion Loan, it may take, in accordance with the servicing standard, any major decision described in the bullets to the second preceding paragraph with respect to the Southdale Center Non-Serviced Loan Combination or any action set forth in any applicable asset status report before the expiration of the aforementioned ten (10) business day period.

In addition to the aforementioned consultation right, the Southdale Center Non-Controlling Note Holder will have the right to annual meetings (which may be held telephonically) with the related Non-Serviced Mortgage Loan Special Servicer, upon reasonable notice and at times reasonably acceptable to such Non-Serviced Mortgage Loan Special Servicer, in which servicing issues related to the Southdale Center Non-Serviced Loan Combination are discussed.

If a special servicer termination event under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement has occurred that affects the Southdale Center Non-Controlling Note Holder, such holder will have the right to direct the related Non-Serviced Mortgage Loan Trustee to terminate the related Non-Serviced Mortgage Loan Special Servicer under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement solely with respect to the Southdale Center Non-Serviced Loan Combination, other than with respect to any rights such Non-Serviced Mortgage Loan Special Servicer may have as a certificateholder under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement, entitlements to amounts payable to such Non-Serviced Mortgage Loan Special Servicer at the time of termination, entitlements to indemnification amounts and any other entitlements of the terminated party that survive the termination.

The “Southdale Center Non-Controlling Note Holder” will be holder of the Southdale Center Mortgage Loan, and its rights described above will be exercisable by the Controlling Class Representative under the Pooling and Servicing Agreement during any Subordinate Control Period or Collective Consultation Period.

The Southdale Center Non-Controlling Note Holder will be required to provide notice of its identity and contact information (including any change thereof) to the related Non-Serviced Mortgage Loan Trustee, Non-Serviced Mortgage Loan Certificate Administrator, Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer.  The related Non-Serviced Mortgage Loan Trustee, Non-Serviced Mortgage Loan Certificate Administrator, Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer will be entitled to conclusively rely on such identity and contact information received by it and will not be liable in respect of any deliveries sent in reliance thereon.

Sale of Defaulted Mortgage Loan.  Under the Southdale Center Intercreditor Agreement, the Southdale Center Non-Controlling Note Holder has acknowledged the right and obligation of the related Non-Serviced Mortgage Loan Special Servicer, upon the Southdale Center Non-Serviced Loan Combination becoming a defaulted mortgage loan, to sell the Southdale Center Mortgage Loan and the Southdale Center Non-Serviced Companion Loan together

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as notes evidencing one whole loan in accordance with the terms of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement, and in connection with any such sale, the related Non-Serviced Mortgage Loan Special Servicer will be required to sell the Southdale Center Mortgage Loan and the Southdale Center Non-Serviced Companion Loan together as notes evidencing one whole loan.  Notwithstanding the foregoing, the related Non-Serviced Mortgage Loan Special Servicer will not be permitted to sell the Southdale Center Non-Serviced Loan Combination without the consent of the Southdale Center Non-Controlling Note Holder unless it has delivered to such holder (a) at least fifteen (15) business days prior written notice of any decision to attempt to sell the Southdale Center Non-Serviced Loan Combination, (b) at least ten (10) days prior to the proposed sale date, a copy of each bid package received by the related Non-Serviced Mortgage Loan Special Servicer and a copy of the most recent appraisal, and (c) until the sale is completed, and a reasonable period prior to the proposed sale date, all information and documents being provided to offerors or otherwise approved by the related Non-Serviced Mortgage Loan Special Servicer in connection with the proposed sale.

Additional Mortgage Loan Information

This free writing prospectus sets forth certain information with respect to the mortgage loans and the mortgaged properties.  Each of the tables presented in APPENDIX II to this free writing prospectus sets forth selected characteristics of the Mortgage Pool.  For a detailed presentation of certain of the characteristics of the mortgage loans and the mortgaged properties, on an individual basis, see APPENDIX I to this free writing prospectus, and for a brief summary of the twenty (20) largest mortgage loans or groups of cross-collateralized mortgage loans in the Mortgage Pool, see APPENDIX III to this free writing prospectus.  Additional information regarding the mortgage loans is contained in this free writing prospectus under “RISK FACTORS” and elsewhere in this “DESCRIPTION OF THE MORTGAGE POOL” section.

The sum in any column of the tables presented in APPENDIX II or APPENDIX III may not equal the indicated total due to rounding.  The information in APPENDIX I, APPENDIX II and APPENDIX III to this free writing prospectus with respect to the mortgage loans (or A/B Whole Loans or Loan Pairs, if applicable) and the mortgaged properties is based upon the Mortgage Pool as it is expected to be constituted as of the close of business on the Cut-off Date, assuming that (i) all scheduled principal and interest payments due on or before the Cut-off Date will be made, and (ii) there will be no principal prepayments on or before the Cut-off Date.  When information with respect to mortgaged properties is expressed as a percentage of the Initial Pool Balance, the percentages are based upon the Cut-off Date principal balances of the related mortgage loans or, in the case of multiple mortgaged properties securing the same mortgage loan (other than through cross-collateralization of that mortgage loan with other mortgage loans), based on allocated loan amounts that have been assigned to the related mortgaged properties based upon one or more of the related appraised values, the related underwritten net cash flow or prior allocations reflected in the related mortgage loan documents.  The allocated loan amount for each such mortgaged property securing a multi-property mortgage loan is set forth on APPENDIX I to this free writing prospectus.  References to “weighted averages” are references to averages weighted on the basis of the Cut-off Date Balances of the related mortgage loans.  The statistics in APPENDIX I, APPENDIX II and APPENDIX III to this free writing prospectus were primarily derived from information provided to the depositor by each sponsor.

With respect to any mortgage loan that is part of an A/B Whole Loan, all information related to or based on LTV, DSCR, NCF or Debt Yield or the defined terms specified below, as applicable, is calculated without regard to the subordinate B Note and is based solely on the mortgage loan included in the Issuing Entity, unless otherwise indicated.  With respect to any mortgage loan that is part of a Loan Pair or Non-Serviced Loan Combination, all information related to or based on LTV, DSCR, NCF or Debt Yield or the defined terms specified below, as applicable, is calculated with regard to both the Serviced Companion Loan (or Non-Serviced Companion Loan, as applicable) and the related mortgage loan included in the Issuing Entity, unless otherwise indicated.

For purposes of the tables in APPENDIX II to this free writing prospectus and for the information presented in APPENDIX I and APPENDIX III to this free writing prospectus:

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

“Annual Debt Service” generally means, for any mortgage loan, twelve (12) times the monthly payment in effect as of the Cut-off Date for such mortgage loan or, for certain mortgage loans that provide for payments of interest-only for a period of time, twelve (12) times the monthly payment of principal and interest as of the date

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immediately following the expiration of such interest-only period, unless otherwise indicated.  With respect to any mortgage loan that is part of an A/B Whole Loan, Annual Debt Service is calculated without regard to the subordinate B Note and is based solely on the mortgage loan included in the Issuing Entity, unless otherwise indicated.  With respect to any mortgage loan that is part of a Loan Pair or Non-Serviced Loan Combination, Annual Debt Service is calculated with regard to the related mortgage loan included in the Issuing Entity only, unless otherwise indicated.

“Appraised Value” means, for any mortgaged property, the appraiser’s adjusted value as stated in the most recent third party appraisal available to the applicable mortgage loan seller as set forth under “Appraised Value” on APPENDIX I to this free writing prospectus.  In certain cases, the appraiser’s adjusted value assumes the completion of construction, renovation or repairs.  In most such cases, the applicable mortgage loan seller has taken reserves sufficient to complete such 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.  With respect to any mortgage loan that is part of an A/B Whole Loan or Loan Pair, Appraised Value is based on the appraised value of the related mortgaged property that secures the entire A/B Whole Loan or Loan Pair, as applicable.

“Cut-off Date Loan-to-Value Ratio,” “Cut-off Date LTV” or “Cut-off Date LTV Ratio” means:

● with respect to any mortgage loan, the ratio, expressed as a percentage of (1) the Cut-off Date Balance of that mortgage loan set forth on APPENDIX I to this free writing prospectus divided by (2) the Appraised Value of the related mortgaged property set forth on APPENDIX I to this free writing prospectus; except that:

● with respect to any mortgage loan that is part of an A/B Whole Loan, the Cut-off Date Loan-to-Value Ratio is calculated without regard to the subordinate B Note and is based solely on the principal balance of the mortgage loan included in the Issuing Entity, unless otherwise indicated;

● with respect to any mortgage loan that is part of a Loan Pair or Non-Serviced Loan Combination, the Cut-off Date Loan-to-Value Ratio is calculated with regard to the principal balance of both the Serviced Companion Loan or Non-Serviced Companion Loan (as applicable) and the related mortgage loan included in the Issuing Entity, unless otherwise indicated; and

● with respect to any mortgage loan contained in any group of cross-collateralized mortgage loans, the Cut-off Date Loan-to-Value Ratio is calculated on the basis of the aggregate Cut-off Date Balance of all mortgage loans comprising such group and the aggregate Appraised Value of all the mortgaged properties securing such group.

“GLA” means gross leasable area.

“Grace Period” is the number of days before a payment default is an event of default under the related mortgage loan and/or before the imposition of late payment charges and/or default interest.

“IO” means interest only.

“IO Period UW NCF DSCR” means the Debt Service Coverage Ratio with respect to any related mortgage loan that has an interest-only period that has not expired as of the Cut-off Date but will expire prior to maturity.

“Loan Per Unit” means the principal balance per unit of measure as of the Cut-off Date.  With respect to any mortgage loan that is part of an A/B Whole Loan, the Loan Per Unit is calculated without regard to the subordinate B Note and is based solely on the mortgage loan included in the Issuing Entity, unless otherwise indicated.  With respect to any mortgage loan that is part of a Loan Pair or Non-Serviced Loan Combination, the Loan Per Unit is calculated with regard to both the Serviced Companion Loan or Non-Serviced Companion Loan (as applicable) and the related mortgage loan included in the Issuing Entity, unless otherwise indicated.  With respect to any mortgage loan contained in any group of cross-collateralized mortgage loans, the Loan Per Unit is calculated on the basis of the aggregate principal balances of all mortgage loans comprising such group.

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“LTV” or “Loan-to-Value Ratio” means loan-to-value ratio.

“LTV Ratio at Maturity” or  “Balloon LTV” means:

● with respect to any mortgage loan, the ratio, expressed as a percentage, of (a)(i) the principal balance of a Balloon Loan anticipated to be outstanding on the date on which the related Balloon Payment is scheduled to be due, as adjusted to give effect to the amortization of the applicable mortgage loan as of its maturity date, or, (ii) in the case of an ARD Loan, the principal balance anticipated to be outstanding on its related Anticipated Repayment Date, divided by (b) the Appraised Value of the related mortgaged property set forth on APPENDIX I to this free writing prospectus; except that:

● with respect to any mortgage loan that is part of an A/B Whole Loan, the LTV Ratio at Maturity is calculated without regard to the subordinate B Note and is based solely on the principal balance of the mortgage loan included in the Issuing Entity, unless otherwise indicated;

● with respect to any mortgage loan that is part of a Loan Pair or Non-Serviced Loan Combination, the LTV Ratio at Maturity is calculated with regard to both the principal balance of the Serviced Companion Loan (or Non-Serviced Companion Loan, as applicable) and the related mortgage loan included in the Issuing Entity, unless otherwise indicated; and

● with respect to any mortgage loan contained in any group of cross-collateralized mortgage loans, the LTV Ratio at Maturity is calculated on the basis of the aggregate principal balance of all mortgage loans comprising such group and the aggregate Appraised Value of all the mortgaged properties securing such group.

We cannot assure you that the value of any particular mortgaged property will not have declined from the Appraised Value.  No representation is made that any Appraised Value presented in this free writing prospectus would approximate either the value that would be determined in a current appraisal of the mortgaged property or the amount that would be realized upon a sale of the mortgaged property.

“Mortgage Rate” with respect to each mortgage loan, A/B Whole Loan, Serviced Companion Loan and any Interest Accrual Period, means the annual rate at which interest accrues on such mortgage loan, A/B Whole Loan or Serviced Companion Loan (without regard to any increase in such rate after the Anticipated Repayment Date in the case of an ARD Loan) during such period (in the absence of a default), as set forth in the related mortgage note from time to time (the initial Mortgage Rate is set forth on APPENDIX I to this free writing prospectus); provided, however, that for purposes of calculating the Net Mortgage Rate and the Weighted Average Net Mortgage Rate, the Mortgage Rate for any mortgage loan will be determined without regard to any default 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 pursuant to the Pooling and Servicing Agreement.

“Net Operating Income” or “NOI” means historical net operating income for a mortgaged property for the annual or other period specified (or ending on the “NOI Date” specified), and generally consists of revenue derived from the use and operation of the mortgaged property, consisting primarily of rental income (and in the case of cooperative mortgage loans, assuming that the property was operated as a rental property), less the sum of (a) operating expenses (such as utilities, administrative expenses, management fees and advertising) and (b) fixed expenses, such as insurance, real estate taxes (except in the case of certain mortgage loans included in the Issuing Entity, where the related borrowers are exempted from real estate taxes and assessments) 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.

“NRA” means net rentable area.

“Occupancy Rate” means the percentage of Square Feet, Units, Rooms or Pads, 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 APPENDIX I to this free writing

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prospectus as the “Occupancy Rate As-of Date”), as specified by the borrower or as derived from the mortgaged property’s rent rolls, operating statements or appraisals or as determined by a site inspection of such mortgaged property.  Such percentage may include tenants which have executed a lease to occupy such mortgaged property even though the applicable tenant has not taken physical occupancy.  The Occupancy Rate presented in this free writing prospectus may include space subject to build-out or other renovation and may exclude space currently under renovation.  Generally, for purposes of the presentation in this free writing prospectus, we consider a “master lease” to be a lease by an affiliate of the borrower, or by an entity (or an affiliate of an entity) from which the borrower acquired the mortgaged property, that (in either case) is obligated to pay rent under a lease with the borrower but does not conduct business operations at the leased premises.  We do not consider the following to be a “master lease” for purposes of the presentation in this free writing prospectus:  (i) a lease executed in connection with a sale-leaseback arrangement under which an unaffiliated seller of a property (or an affiliate thereof) conducts business operations at the mortgaged property and executes a long-term lease at the mortgaged property simultaneously with its acquisition by the borrower; (ii) a lease executed by the borrower, property seller or other person that (a) relates to space, whether or not occupied, that is leased by an unaffiliated tenant and (b) has the effect of making that borrower, seller or other person liable, in whole or in part, for the payment of rent that is not more than the rent payable by the unaffiliated tenant under its lease or (iii) a master lease that was not taken into account in the underwriting.  “Master leases” are typically used in connection with the origination of a loan to bring occupancy to a “stabilized” level but may not provide additional economic support for the mortgage loan.  A master lease may relate to all or a portion of a mortgaged property.  We identify the mortgaged properties that have “master leases,” the square footage represented by each master lease and the rental rate represented by each master lease in APPENDIX I and APPENDIX III to this free writing prospectus and, if applicable to the mortgaged properties securing the twenty (20) largest mortgage loans or groups of cross-collateralized mortgage loans in the mortgage pool, in APPENDIX III to this free writing prospectus.

In some cases, the Debt Service Coverage Ratio information and the “Occupancy Rate” with respect to a mortgaged property reflects the existence of a “master lease.”

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

“SF” or “Square Feet” 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.

“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.

“Units”, “Rooms” or “Pads” means (a) in the case of a mortgaged property operated as multifamily housing, the number of apartments, regardless of the size of or number of rooms in such apartment, (b) in the case of a mortgaged property operated as a hotel property, the number of guest rooms or (c) in the case of a mortgaged property operated as a manufactured housing community property, the number of pads for manufactured homes.

“Underwritten Expenses” means, with respect to any mortgaged property securing an underlying mortgage loan, the annual operating expenses estimated for that property, generally derived from the historical annual expenses reflected in the operating statements and other information furnished by the related borrower, except that those expenses were often modified as follows:

● operating expenses were generally adjusted by various factors such as inflation, appraisers’ estimates and historical trends;

● if there was no management fee or a management fee which varies from the market, it was assumed that a management fee is payable with respect to the mortgaged property in an amount that is the greater of the market rate as determined by an appraiser or the lender’s minimum management fee underwriting criteria for the applicable property type; and

● those expenses were adjusted so as to eliminate any capital expenditures, loan closing costs, tenant improvements or leasing commissions and similar nonrecurring expenses.

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Underwritten Expenses generally include:

● salaries, wages and benefits;

● the costs of utilities;

● repairs and maintenance;

● marketing;

● insurance;

● management;

● landscaping;

● security, if provided at the mortgaged property;

● real estate taxes;

● general and administrative expenses; and

● ground lease payments, and other costs,

but without any deductions for debt service, depreciation and amortization or capital expenditures, tenant improvements or leasing commissions.

“Underwritten NCF DSCR,” “UW NCF DSCR,” “UW DSCR,” “Debt Service Coverage Ratio,” or “DSCR” means, with respect to any mortgage loan, (a) the Underwritten Net Cash Flow for the related mortgaged property or mortgaged properties, divided by (b) the Annual Debt Service for such mortgage loan.  For purposes of the information presented in this free writing prospectus, the Debt Service Coverage Ratio (unless otherwise indicated) with respect to (a) any mortgage loan that is part of an A/B Whole Loan, reflects solely the Annual Debt Service payable under the mortgage loan included in the Issuing Entity, without regard to the subordinate B Note, (b) any mortgage loan that is part of a Loan Pair or Non-Serviced Loan Combination, reflects the Annual Debt Service payable under both the Serviced Companion Loan (or Non-Serviced Companion Loan, as applicable) and the mortgage loan included in the Issuing Entity and (c) any mortgage loan contained in any group of cross-collateralized mortgage loans, is calculated on the basis of the Underwritten Net Cash Flow generated by all the mortgaged properties securing such group and the aggregate Annual Debt Service payable under all mortgage loans comprising such group, in each case unless otherwise indicated.

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 herein 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.

In some cases, the “UW NCF DSCR” information and the “Occupancy Rate” with respect to a mortgaged property reflects the existence of a “master lease.”

“Underwritten Net Cash Flow,” “Underwritten NCF” or “UW 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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See “RISK FACTORS—Risks Related to the Mortgage Loans—Debt Service Coverage Ratio and Net Cash Flow Information is Based on Numerous Assumptions” in this free writing prospectus.

“Underwritten Net Operating Income” or “UW 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 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), consisting primarily of rental income, less the sum of (a) estimated operating expenses (such as utilities, administrative expenses, repairs and maintenance, management fees, 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 herein.  Certain of such assumptions and subjective judgments of each related 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, 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 has control. In some cases, the Underwritten Net Operating Income set forth herein 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, near term market 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.

The Underwritten Net Operating Income for cooperative mortgaged properties is based on projected net operating income at the mortgaged property, as determined by the appraisal obtained in connection with the origination of the related mortgage loan, assuming that the related mortgaged property was operated as a rental property with rents set at prevailing market rates taking into account the presence, if any, of existing rent-controlled or rent-stabilized occupants, if any, reduced by underwritten capital expenditures, property operating expenses, a market-rate vacancy assumption and projected reserves.

Historical operating results may not be available or were deemed not relevant for some of the mortgage loans which are secured by mortgaged properties with newly constructed improvements, mortgaged properties with triple net leases, mortgaged properties that have recently undergone substantial renovations and newly acquired mortgaged properties.  In such cases, items of revenue and expense used in calculating Underwritten Net Operating Income were generally derived from rent rolls, estimates set forth in the related appraisal, leases with tenants or from other borrower-supplied information such as estimates or budgets.

“Underwritten NOI Debt Yield” or “UW 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

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related mortgage loan.  With respect to any mortgage loan that is part of an A/B Whole Loan, the calculation of the UW NOI Debt Yield is calculated without regard to the subordinate B Note and is based solely on the mortgage loan included in the Issuing Entity, unless otherwise indicated.  With respect to any mortgage loan that is part of a Loan Pair or Non-Serviced Loan Combination, the calculation of the UW NOI Debt Yield is calculated with regard to both the Serviced Companion Loan (or Non-Serviced Companion Loan, as applicable) and the related mortgage loan included in the Issuing Entity, unless otherwise indicated. With respect to any mortgage loan contained in any group of cross-collateralized mortgage loans, Debt Yield is calculated on the basis of the aggregate cut-off date balance of all mortgage loans comprising such group and the aggregate Underwritten Net Operating Income of all mortgage loans comprising such group, in each case unless otherwise indicated.

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

“UW 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.  With respect to any mortgage loan that is part of an A/B Whole Loan, the calculation of the UW NCF Debt Yield is calculated without regard to the subordinate B Note and is based solely on the mortgage loan included in the Issuing Entity, unless otherwise indicated.  With respect to any mortgage loan that is part of a Loan Pair or Non-Serviced Loan Combination, the calculation of the UW NCF Debt Yield is calculated with regard to both the Serviced Companion Loan (or Non-Serviced Companion Loan, as applicable) and the related mortgage loan included in the Issuing Entity, unless otherwise indicated. With respect to any mortgage loan contained in any group of cross-collateralized mortgage loans, Debt Yield is calculated on the basis of the aggregate cut-off date balance of all mortgage loans comprising such group and the aggregate UW NCF of all mortgage loans comprising such group, in each case unless otherwise indicated.

“UW 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.  With respect to any mortgage loan that is part of an A/B Whole Loan, Annual Debt Service is calculated without regard to the subordinate B Note and is based solely on the mortgage loan included in the Issuing Entity, unless otherwise indicated.  With respect to any mortgage loan that is part of a Loan Pair or Non-Serviced Loan Combination, Annual Debt Service is calculated with regard to both the Serviced Companion Loan (or Non-Serviced Companion Loan, as applicable) and the related mortgage loan included in the Issuing Entity, unless otherwise indicated. With respect to any mortgage loan contained in any group of cross-collateralized mortgage loans, Annual Debt Service is calculated on the basis of the aggregate cut-off date balance of all mortgage loans comprising such group and the aggregate Underwritten Net Operating Income of all mortgage loans comprising such group, in each case unless otherwise indicated.

“UW Revenue” or “Underwritten Revenue” with respect to any mortgage loan, the gross potential rent, less vacancies and collection loss.

Standard Hazard Insurance

The master servicer is required to use reasonable efforts, consistent with the Servicing Standard, to cause each borrower to maintain for the related mortgaged property (other than mortgaged property related to a Non-Serviced Mortgage Loan) all insurance required by the terms of the loan documents and the related mortgage in the amounts set forth therein, which must be obtained from an insurer meeting the requirements of the applicable loan documents.  This includes a fire and hazard insurance policy with extended coverage that contains no exclusion for damages due to acts of terrorism (subject to the provisions set forth below).  Certain mortgage loans may permit such hazard insurance policy to be maintained by a tenant at the related mortgaged property, or may permit the related borrower or its tenant to self-insure.  The coverage of each such policy will be in an amount, subject to a deductible customary in the related geographic area, that is not less than the lesser of the full replacement cost of the improvements that represent security for such mortgage loan, with no deduction for depreciation, and the outstanding principal balance owing on such mortgage loan, but in any event, unless otherwise specified in the applicable mortgage or mortgage note, in an amount sufficient to avoid the application of any coinsurance clause.  The master servicer will be deemed to have satisfied the Servicing Standard in respect of such insurance requirement if the borrower maintains, or the master servicer has otherwise caused to be obtained, a standard hazard insurance

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policy that is in compliance with the related mortgage loan documents, and, if required by such mortgage loan documents, the borrower pays, or the master servicer has otherwise caused to be paid, the premium required by the related insurance provider that is necessary to avoid an exclusion in such policy against “acts of terrorism” as defined by the Terrorism Risk Insurance Act of 2002; provided, however, that the master servicer will not be obligated to maintain such insurance if the master servicer determines that such insurance is (a) not available at any rate or (b) such insurance is not available at commercially reasonable rates and such hazards are not at the time commonly insured against for properties similar to the related mortgaged property and located in or around the region in which such related mortgaged property is located.  Notwithstanding the limitation set forth in the preceding sentence, if the related mortgage loan documents and the related mortgage require the borrower to maintain insurance against property damage resulting from terrorism or similar acts, the master servicer will be required to cause the borrower to maintain such insurance or itself obtain such insurance unless the special servicer determines, subject to the consent of the Controlling Class Representative (during any Subordinate Control Period) that the failure to maintain such insurance would be an Acceptable Insurance Default, in accordance with the procedures set forth in the Pooling and Servicing Agreement.  The master servicer will be entitled to rely on the determination of the special servicer made in connection with such approval or disapproval.  The special servicer will decide whether to withhold or grant such approval in accordance with the Servicing Standard.  If any such approval has not been expressly denied within ninety (90) days of receipt by the special servicer and Controlling Class Representative from the master servicer of the master servicer’s determination and analysis and all information reasonably requested thereby and reasonably available to the master servicer in order to make an informed decision, such approval will be deemed to have been granted.  See “RISK FACTORS—Risks Related to the Mortgage Loans—The Absence of or Inadequacy of Insurance Coverage on the Property May Adversely Affect Payments on Your Certificates” in this free writing prospectus.

If, on the date of origination of a mortgage loan, a portion of the improvements on a related mortgaged property was in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance is required by the Federal Emergency Management Agency and has been made available), the master servicer will, in accordance with the Servicing Standard, cause to be maintained a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance and Mitigation Administration in an amount representing coverage of at least the lesser of:

● the outstanding principal balance of the related mortgage loan; and

● the maximum amount of such insurance available for the related mortgaged property, but only to the extent such mortgage loan permits the lender to require such coverage and such coverage conforms to the Servicing Standard.

If a borrower fails to maintain such fire and hazard insurance, the master servicer will be required to obtain such insurance and the cost of the insurance will be a Servicing Advance made by the master servicer, subject to a determination of recoverability.  The special servicer will be required to maintain fire and hazard insurance with extended coverage and, if applicable, flood insurance (and other insurance required under the related mortgage) on an REO Property (other than an REO Property related to a Non-Serviced Mortgage Loan) in an amount not less than the maximum amount obtainable with respect to such REO Property and the cost of the insurance will be a Servicing Advance made by the master servicer, subject to a determination of recoverability, provided that the special servicer will not be required in any event to maintain or obtain insurance coverage beyond what is available at commercially reasonable rates and what is consistent with the Servicing Standard; provided that the special servicer will be required to maintain insurance against property damage resulting from terrorism or similar acts if the terms of the related mortgage loan documents and the related mortgage so require unless the special servicer determines that (i) such insurance is not available at any rate or (ii) such insurance is not available at commercially reasonable rates and such hazards are not at the time commonly insured against for properties similar to the related mortgaged property and located in or around the region in which such related mortgaged property is located.

In addition, except with respect to any Non-Serviced Mortgage Loan, the master servicer may require any borrower to maintain other forms of insurance as the master servicer may be permitted to require under the related mortgage loan documents, including, but not limited to, loss of rents endorsements and comprehensive public liability insurance.  The master servicer will not require borrowers to maintain earthquake insurance unless the related borrower is required under the terms of its mortgage loan to maintain earthquake insurance.  Any losses

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incurred with respect to mortgage loans due to uninsured risks, including terrorist attacks, earthquakes, mudflows and floods, or insufficient hazard insurance proceeds may adversely affect payments to Certificateholders.  The special servicer will have the right, but not the obligation, at the expense of the Issuing Entity, to obtain earthquake insurance on any mortgaged property securing a Specially Serviced Mortgage Loan and/or any REO Property (other than an REO Property related to a Non-Serviced Mortgage Loan) so long as such insurance is available at commercially reasonable rates.  The master servicer will not be required in any event to cause a borrower to maintain or itself obtain insurance coverage unless the trustee or Issuing Entity, as applicable, has an insurable interest in the related mortgage loan and only to the extent available on commercially reasonable terms at a cost customarily acceptable (as determined by the master servicer) and consistent with the Servicing Standard.

Sale of the Mortgage Loans

On the Closing Date, each mortgage loan seller will sell its mortgage loans, without recourse, to the depositor, and the depositor, in turn, will sell all of the mortgage loans, without recourse, and will assign the representations and warranties made by each mortgage loan seller in respect of the mortgage loans and the related remedies for breach of the representations and warranties to the trustee for the benefit of the Certificateholders.  In connection with such assignments, each mortgage loan seller is required in accordance with the related Mortgage Loan Purchase Agreement to deliver the Mortgage File, with respect to each mortgage loan so assigned by it to the custodian.

“Mortgage File” means the following documents, among others:

● the original mortgage note (or lost note affidavit), endorsed (without recourse) in blank or to the order of the trustee;

● the original or a copy of the related mortgage(s), together with originals or copies of any intervening assignments of such document(s), in each case with evidence of recording thereon (unless such document(s) have not been returned by the applicable recorder’s office);

● the original or a copy of any related assignment(s) of rents and leases (if any such item is a document separate from the mortgage), together with originals or copies of any intervening assignments of such document(s), in each case with evidence of recording thereon (unless such document(s) have not been returned by the applicable recorder’s office);

● an assignment of each related mortgage in blank or in favor of the trustee, in recordable form;

● an assignment of any related assignment(s) of rents and leases (if any such item is a document separate from the mortgage) in blank or in favor of the trustee, in recordable form;

● an original or copy of the related lender’s title insurance policy (or, if a title insurance policy has not yet been issued, a binder, commitment for title insurance or a preliminary title report binding on the title company);

● copies of any loan agreements, lock-box agreements, co-lender agreements and intercreditor agreements related to the mortgage loan;

● when relevant, the related ground lease or a copy of it; and

● an original or a copy of any franchise agreement, an original or copy of each related estoppel certificate or comfort letter, if any, and the notice and/or transfer documents with respect to the foregoing.

The custodian will be required to review the documents delivered by each mortgage loan seller with respect to its mortgage loans within seventy-five (75) days following the Closing Date, and the custodian on behalf of the trustee will hold the related documents on behalf of the Issuing Entity.  Within forty-five (45) days following the Closing Date, pursuant to the Pooling and Servicing Agreement, the assignments with respect to each mortgage loan and any related assignment of rents and leases, as described in the definition of “Mortgage File” above, are to be completed in the name of the trustee, if delivered in blank, and submitted for recording in the real property records of the appropriate jurisdictions at the expense of the applicable mortgage loan seller.

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With respect to any Non-Serviced Mortgage Loan, (A) the preceding document delivery requirements will be met by the delivery by the depositor of copies of the documents specified above (other than the related mortgage note (and all intervening endorsements) respectively evidencing such Non-Serviced Mortgage Loan with respect to which the originals will be required), including a copy of the related mortgage and (B) the requirement to deliver any of the preceding documents in the name of the trustee will be met by the delivery of such documents in the name of the Non-Serviced Mortgage Loan Trustee for the benefit of, among others, the trustee, as holder of such Non-Serviced Mortgage Loan.

With respect to the Marriott Chicago River North Hotel Mortgage Loan, on and after the Marriott Chicago River North Hotel Companion Loan Securitization Date, the documents described in the bullet points above (other than the mortgage note evidencing the mortgage loan included in this securitization) will be transferred to the custodian under such other securitization.

Representations and Warranties

As of the Closing Date, each sponsor will make, with respect to each mortgage loan sold by it that we include in the Issuing Entity, representations and warranties generally to the effect set forth on APPENDIX V to this free writing prospectus, subject to the exceptions described in APPENDIX VI to this free writing prospectus.

Repurchases and Other Remedies

If any mortgage loan document required to be delivered to the custodian by a mortgage loan seller with respect to its mortgage loans as described under “—Sale of the Mortgage Loans” above has a Material Document Defect, or if there is a Material Breach by a mortgage loan seller regarding the characteristics of any of its mortgage loans and/or the related mortgaged properties as described under “—Representations and Warranties” above, then such mortgage loan seller will be obligated to cure such Material Document Defect or Material Breach in all material respects within the applicable Permitted Cure Period.  Notwithstanding the foregoing, if the payments described under the representation and warranty referred to as No. 30 or No. 32 in APPENDIX V to this free writing prospectus are insufficient to pay the expenses associated with securing the consent or approval of the holder of the Mortgage for a waiver of a “due-on-sale” or “due-on-encumbrance” clause or the defeasance of the related mortgage loan, as applicable, it will be the sole obligation of the related mortgage loan seller to pay an amount sufficient to pay such expenses.

A “Material Document Defect” is a Document Defect that either (i) materially and adversely affects the interests of the holders of the certificates in the related mortgage loan, or (ii) both (A) materially and adversely affects the value of the related mortgage loan and (B) the mortgage loan is a Specially Serviced Mortgage Loan or Rehabilitated Mortgage Loan.

A “Material Breach” is a breach of any of the representations and warranties that (i) materially and adversely affects the interests of the holders of the certificates in the related mortgage loan or (ii) both (A) materially and adversely affects the value of the related mortgage loan and (B) the mortgage loan is a Specially Serviced Mortgage Loan or Rehabilitated Mortgage Loan.

A “Document Defect” exists if any document or documents constituting a part of a Mortgage File has not been delivered as and when required, has not been properly executed, or is defective on its face.

If any such Material Document Defect or Material Breach cannot be corrected or cured in all material respects within the applicable Permitted Cure Period, the related mortgage loan seller will be obligated, not later than the last day of such Permitted Cure Period, to:

● repurchase the affected mortgage loan from the Issuing Entity at the Purchase Price; or

● at its option, if within the three-month period commencing on the Closing Date (or, within the two-year period commencing on the Closing Date if the related mortgage loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulations Section 1.860G-2(f)), replace such mortgage loan with a Qualifying Substitute Mortgage Loan, and pay an amount generally equal to the excess of the applicable Purchase Price for the mortgage loan to be replaced, over the unpaid principal

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balance of the applicable Qualifying Substitute Mortgage Loan as of the date of substitution, after application of all payments due on or before such date, whether or not received.

“Permitted Cure Period” means, for the purposes of any Material Document Defect or Material Breach in respect of any mortgage loan, the 90-day period immediately following the receipt by the related mortgage loan seller of notice of such Material Document Defect or Material Breach, as the case may be.  However, if such Material Document Defect or Material Breach cannot be corrected or cured in all material respects within such 90-day period and such Material Document Defect or Material Breach would not cause the mortgage loan to be other than a “qualified mortgage,” but the related mortgage loan seller is diligently attempting to effect such correction or cure, then the applicable Permitted Cure Period will be extended for an additional ninety (90) days unless, solely in the case of a Material Document Defect, (x) the mortgage loan is then a Specially Serviced Mortgage Loan and a Servicing Transfer Event has occurred as a result of a monetary default or as described in the second and fifth bullet points of the definition of Specially Serviced Mortgage Loan and (y) the Material Document Defect was identified in a certification delivered to the related mortgage loan seller by the custodian in accordance with the Pooling and Servicing Agreement not less than ninety (90) days prior to the mortgage loan seller’s receipt of notice.

“Purchase Price” means an amount equal to the unpaid principal balance of such mortgage loan, together with accrued but unpaid interest thereon to but not including the Due Date in the Collection Period in which the purchase or liquidation occurs and the amount of any expenses related to such mortgage loan and any related B Note, Serviced Companion Loan or REO Property (including any unreimbursed Servicing Advances, interest on any Advances related to such mortgage loan and any related  B Note or Serviced Companion Loan, and also includes the amount of any Servicing Advances (and interest thereon) that were reimbursed from collections on the Mortgage Pool and not subsequently recovered from the related borrower, and any Special Servicing Fees and Liquidation Fees paid or payable with respect to the mortgage loan and/or (if applicable) any related B Note or Serviced Companion Loan) that are reimbursable or payable to the master servicer, the special servicer, the certificate administrator, the custodian or the trustee (or any entity acting in a similar capacity with respect to the securitization of a Non-Serviced Mortgage Loan), plus if such mortgage loan is being repurchased or substituted for by a mortgage loan seller pursuant to the related Mortgage Loan Purchase Agreement, all expenses reasonably incurred or to be incurred by, the master servicer, the special servicer, the trust advisor, the certificate administrator, the custodian, the depositor or the trustee in respect of the Material Breach or Material Document Defect giving rise to the repurchase or substitution obligation (and that are not otherwise included above).

“Qualifying Substitute Mortgage Loan” means a mortgage loan having the characteristics required in the Pooling and Servicing Agreement (including, subject to certain conditions and qualifications, (i) an outstanding principal balance not exceeding that of the substituted mortgage loan, (ii) an interest rate at least equal to that of the substituted mortgage loan, (iii) a remaining term to stated maturity not greater than, and not more than two (2) years less than, that of the substituted mortgage loan (and in no event will such mortgage loan mature after the date that is three (3) years prior to the Rated Final Distribution Date), (iv) original and current loan-to-value ratios not higher than the current loan-to-value ratio of the substituted mortgage loan, (v) a current debt service coverage ratio equal to or greater than the current debt service coverage ratio of the substituted mortgage loan, (vi) compliance with the representations and warranties relating to mortgage loans set forth in the applicable Mortgage Loan Purchase Agreement, (vii) a “Phase I” environmental assessment and an engineering report are included in the related Mortgage File and do not raise material issues that have not been adequately addressed and (viii) a REMIC opinion has been delivered to the trustee and certificate administrator) and otherwise satisfying the conditions set forth in the Pooling and Servicing Agreement.

The related mortgage loan seller must cure any Material Document Defect or Material Breach within the Permitted Cure Period, provided, however, that if such Material Document Defect or Material Breach would cause the mortgage loan to be other than a “qualified mortgage,” as defined in the Code, then the cure, repurchase or substitution must occur within eighty-five (85) days from the date the mortgage loan seller was notified of the defect or breach; provided that in any event, any such cure, repurchase or substitution must occur no later than eighty-five (85) days from the date of determination of the existence of such Material Document Defect or Material Breach.

The foregoing obligations of any mortgage loan seller to cure a Material Document Defect or a Material Breach in respect of any of its mortgage loans or the obligation of any mortgage loan seller to repurchase or replace the defective mortgage loan, will constitute the sole remedies of the trustee and the Certificateholders with respect to

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such Material Document Defect or Material Breach and none of us, the other mortgage loan sellers or any other person or entity will be obligated to repurchase or replace the affected mortgage loan if the related mortgage loan seller defaults on its obligation to do so.  Each mortgage loan seller is obligated to cure, repurchase or replace only mortgage loans that are sold by it, and will have no obligations with respect to any mortgage loan sold by any other mortgage loan seller.  See “RISK FACTORS—Risks Related to the Offered Certificates—Mortgage Loan Sellers May Not Be Able to Make a Required Repurchase or Substitution of a Defective Mortgage Loan” in this free writing prospectus.

If (x) a mortgage loan is to be repurchased or replaced as contemplated above (a “Defective Mortgage Loan”), (y) such Defective Mortgage Loan is cross-collateralized and cross-defaulted with one or more other mortgage loans (“Crossed Mortgage Loans”) and (z) the applicable Document Defect or breach does not constitute a Material Document Defect or Material Breach, as the case may be, as to such other Crossed Mortgage Loans (without regard to this paragraph), then the applicable Document Defect or breach (as the case may be) will be deemed to constitute a Material Document Defect or Material Breach, as the case may be, as to each such other Crossed Mortgage Loan, and the applicable mortgage loan seller will be obligated to repurchase or replace each such other Crossed Mortgage Loan in accordance with the provisions of the applicable Mortgage Loan Purchase Agreement, unless, in the case of such breach or Document Defect, (A) the applicable mortgage loan seller provides a nondisqualification opinion to the trustee at the expense of that mortgage loan seller and (B) both of the following conditions would be satisfied if that mortgage loan seller were to repurchase or replace only those mortgage loans as to which a Material Breach or Material Document Defect had occurred (without regard to this paragraph) (the “Affected Loan(s)”):  (i) the debt service coverage ratio for all those Crossed Mortgage Loans (excluding the Affected Loan(s)) for the four calendar quarters immediately preceding the repurchase or replacement is not less than the lesser of (A) 0.10x below the debt service coverage ratio for all such Crossed Mortgage Loans (including the Affected Loans(s)) set forth in APPENDIX I to this free writing prospectus and (B) the debt service coverage ratio for all such Crossed Mortgage Loans (including the Affected Loan(s)) for the four preceding calendar quarters preceding the repurchase or replacement, and (ii) the loan-to-value ratio for all such Crossed Mortgage Loans (excluding the Affected Loan(s)) is not greater than the greater of (A) the loan-to-value ratio, expressed as a whole number (taken to one decimal place), for all such Crossed Mortgage Loans (including the Affected Loan(s)) set forth in APPENDIX I to this free writing prospectus plus 10% and (B) the loan-to-value ratio for all such Crossed Mortgage Loans (including the Affected Loans(s)), at the time of repurchase or replacement.  The determination of the master servicer as to whether the conditions set forth above have been satisfied will be conclusive and binding in the absence of manifest error.  The master servicer will be entitled to cause to be delivered, or direct the applicable mortgage loan seller to (in which case that mortgage loan seller must) cause to be delivered to the master servicer, an appraisal of any or all of the related mortgaged properties for purposes of determining whether the condition set forth in clause (ii) above has been satisfied, in each case at the expense of that mortgage loan seller if the scope and cost of the appraisal is approved by that mortgage loan seller (such approval not to be unreasonably withheld).

Changes In Mortgage Pool Characteristics

The description in this free writing prospectus of the Mortgage Pool and the mortgaged properties is based upon the Mortgage Pool as expected to be constituted at the time the Offered Certificates are issued.  Prior to the issuance of the Offered Certificates, a mortgage loan may be removed from the Mortgage Pool if we deem such removal necessary or appropriate or if it is prepaid.  A limited number of other mortgage loans may be included in the Mortgage Pool prior to the issuance of the Offered Certificates, unless including such mortgage loans would materially alter the characteristics of the Mortgage Pool as described in this free writing prospectus.  The information presented in this free writing prospectus is representative of the characteristics of the Mortgage Pool as it will be constituted at the time the Offered Certificates are issued, although the range of mortgage rates and maturities and certain other characteristics of the mortgage loans in the Mortgage Pool may vary.

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.  If 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

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Form 8-K will be filed no later than four (4) 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.

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SERVICING OF THE MORTGAGE LOANS

General

The master servicer and the special servicer, either directly or through sub-servicers, will be required to service and administer the mortgage loans (for which the related servicer is responsible) in accordance with the Servicing Standard (subject to the servicing of any Non-Serviced Mortgage Loan by the Non-Serviced Mortgage Loan Master Servicer or Non-Serviced Mortgage Loan Special Servicer, as applicable, pursuant to the applicable Non-Serviced Mortgage Loan Pooling and Servicing Agreement).  The Servicing Standard is set forth in the Pooling and Servicing Agreement, dated as of August 1, 2013 (the “Pooling and Servicing Agreement”), among Banc of America Commercial Mortgage Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Deutsche Bank Trust Company Americas, as trustee, Wells Fargo Bank National Association, as certificate administrator, certificate registrar, authenticating agent and custodian, and Situs Holdings, LLC, as trust advisor.

As to particular servicing matters, the discussion under this heading “SERVICING OF THE MORTGAGE LOANS” is applicable with respect to the Marriott Chicago River North Hotel Mortgage Loan (and related pari passu companion loan) only while the Pooling and Servicing Agreement governs the servicing thereof (i.e., prior to the Marriott Chicago River North Hotel Companion Loan Securitization Date).  As described under “RISK FACTORS—Risks Related to the Offered Certificates—The Servicing of the Marriott Chicago River North Hotel Loan Pair Will Shift to Others” in this free writing prospectus, on and after the Marriott Chicago River North Hotel Companion Loan Securitization Date, the Marriott Chicago River North Hotel Mortgage Loan (and the related pari passu companion loan) will be serviced pursuant to the Marriott Chicago River North Hotel Pooling and Servicing Agreement, and the provisions of such pooling and servicing agreement may be different than the terms of the Pooling and Servicing Agreement, although the Marriott Chicago River North Hotel Mortgage Loan (and the related pari passu companion loan) will still need to be serviced in compliance with the requirements of the Marriott Chicago River North Hotel Intercreditor Agreement, which are described under “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs—The Marriott Chicago River North Hotel Intercreditor Agreement” in this free writing prospectus.

Reference is made to the attached prospectus for important information in addition to that set forth in this free writing prospectus regarding the terms of the Pooling and Servicing Agreement and the terms and conditions of the Offered Certificates.  Copies of the final Pooling and Servicing Agreement and related exhibits will be available after the Closing Date by visiting EDGAR on the SEC Web site at www.sec.gov.

“Servicing Standard” means with respect to the master servicer or the special servicer, as the case may be, to service and administer the mortgage loans (and any related B Note and Serviced Companion Loan but not any Non-Serviced Mortgage Loan) that it is obligated to service and administer pursuant to the Pooling and Servicing Agreement on behalf of the Issuing Entity and in the best interests of and for the benefit of the Certificateholders (and, in the case of any related B Note (taking into account the subordinate nature of any such B Note) or Serviced Companion Loan, the related holder of such B Note or Serviced Companion Loan, as applicable) as a collective whole (as determined by the master servicer or the special servicer, as the case may be, in its good faith and reasonable judgment), in accordance with applicable law, the terms of the Pooling and Servicing Agreement and the terms of the respective mortgage loans, any related B Note and Serviced Companion Loan and any related Intercreditor Agreement and, to the extent consistent with the foregoing, further as follows:

● with the same care, skill and diligence as is normal and usual in its general mortgage servicing and REO Property management activities on behalf of third parties or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that are comparable to those for which it is responsible under the Pooling and Servicing Agreement;

● with a view to the timely collection of all Scheduled Payments of principal and interest under the mortgage loans, any related B Note and any Serviced Companion Loan or, if a mortgage loan or the related B Note or Serviced Companion Loan comes into and continues in default and with respect to the special servicer, if, in the good faith and reasonable judgment of the special servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery of principal and interest on

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such mortgage loan to the Certificateholders (as a collective whole) (or in the case of any A/B Whole Loan or Loan Pair, the maximization of recovery thereon of principal and interest to the Certificateholders and the holder of the related B Note (taking into account the subordinate nature of any such B Note) or Serviced Companion Loan, as applicable, all taken as a collective whole) on a net present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be performed at the applicable NPV Calculation Rate); and without regard to:

● any other known relationship that the master servicer or the special servicer, as the case may be, or any of their affiliates may have with the related borrower or any affiliate of the related borrower;

● the ownership of any Certificate or any interest in any B Note, Serviced Companion Loan, Non-Serviced Companion Loan or any mezzanine loan related to a mortgage loan by the master servicer or the special servicer, as the case may be, or any of their affiliates;

● the master servicer’s or the special servicer’s obligation to make Advances;

● the right of the master servicer (or any of its affiliates) or the special servicer (or any of its affiliates), as the case may be, to receive any compensation and/or reimbursement of costs, or the sufficiency of any compensation payable to it, under the Pooling and Servicing Agreement or with respect to any particular transaction; and

● any obligation of the master servicer (or any of its affiliates) to repurchase any mortgage loan from the Issuing Entity.

“NPV Calculation Rate” means a discount rate appropriate for the type of cash flows being discounted, namely:  (A) for principal and interest payments on a mortgage loan, B Note or Serviced Companion Loan or from the 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 related borrower on similar non-defaulted debt of such borrower as of such date of determination, and (2) the related mortgage rate based on its outstanding principal balance; and (B) for all other cash flows, including property cash flows, the “discount rate” set forth in the most recent appraisal (or update of such appraisal) of the related mortgaged property.

“A/B Whole Loan” means any mortgage loan serviced under the Pooling and Servicing Agreement that is divided into a senior mortgage note that is included in the Issuing Entity and one or more subordinated mortgage note(s) that are not included in the Issuing Entity.  References herein to an A/B Whole Loan will be construed to refer to the aggregate indebtedness under the related mortgage loan and the related subordinated note(s).  There are no A/B Whole Loans related to the Issuing Entity.

“B Note” means, with respect to any A/B Whole Loan, any related subordinated note not included in the Issuing Entity, which is subordinated in right of payment to the related mortgage loan (which is an A note) to the extent set forth in the related Intercreditor Agreement.  See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” in this free writing prospectus.  There are no B Notes related to the Issuing Entity.

“Intercreditor Agreement” means:  (a) with respect to an A/B Whole Loan, the related intercreditor agreement, co-lender agreement or similar agreement in effect from time to time by and between the holder of the related mortgage loan (which is an A note), the holder of any other related A note that is not included in the Issuing Entity and the holder of the related B Note, governing the relative rights of such holders; (b) with respect to a Loan Pair, the related intercreditor agreement, co-lender agreement or similar agreement in effect from time to time by and between the holders of the related Serviced Pari Passu Mortgage Loan and the related Serviced Companion Loan governing the relative rights of such holders; and (c) with respect to any Non-Serviced Loan Combination, the related intercreditor agreement, co-lender agreement or similar agreement in effect from time-to-time between the holders of the related Non-Serviced Mortgage Loan and the related Non-Serviced Companion Loan.

“Loan Pair” means a Serviced Pari Passu Mortgage Loan and the related Serviced Companion Loan, collectively.  The Loan Pairs related to the Issuing Entity as of the Closing Date are The Mall at Tuttle Crossing Loan Pair, the Westfield Countryside Loan Pair and the Marriott Chicago River North Hotel Loan Pair.  On and after Marriott Chicago River North Hotel Companion Loan Securitization Date, the Marriott Chicago River North

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Hotel Mortgage Loan and the Marriott Chicago River North Hotel Companion Loan, collectively, will be a Non-Serviced Loan Combination.

“Directing Holder” means, with respect to any A/B Whole Loan or Loan Pair, any holder of the related B Note or Serviced Companion Loan, or any designee thereof or participant in a securitization thereof, that constitutes the “Controlling Holder”, “Controlling Note Holder”, “Directing Holder”, “Directing Lender” or any analogous concept under the related Intercreditor Agreement.  The Directing Holder related to the Issuing Entity as of the Closing Date will be, with respect to the Marriott Chicago River North Hotel Loan Pair, the holder of the Marriott Chicago River North Hotel Companion Loan or its designee under the Marriott Chicago River North Hotel Intercreditor Agreement.  On and after the Marriott Chicago River North Hotel Companion Loan Securitization Date, there will be no Directing Holder related to the Issuing Entity.

“Serviced Companion Loan” means, with respect to any Loan Pair, a mortgage loan that is serviced under the Pooling and Servicing Agreement, is not a mortgage loan included in the Issuing Entity, and is paid on a pari passu basis with the related Serviced Pari Passu Mortgage Loan.  The Serviced Companion Loans related to the Issuing Entity as of the Closing Date are The Mall at Tuttle Crossing Serviced Companion Loan, the Westfield Countryside Serviced Companion Loan and the Marriott Chicago River North Hotel Serviced Companion Loan.  On and after the Marriott Chicago River North Hotel Companion Loan Securitization Date, the Marriott Chicago River North Hotel Companion Loan will be a Non-Serviced Companion Loan.

“Serviced Pari Passu Mortgage Loan” means a mortgage loan that is included in the Issuing Entity and is paid on a pari passu basis with a Serviced Companion Loan to the extent set forth in the related Intercreditor Agreement.  The Serviced Pari Passu Mortgage Loans included in the Issuing Entity as of the Closing Date are The Mall at Tuttle Crossing Mortgage Loan, the Westfield Countryside Mortgage Loan and the Marriott Chicago River North Hotel Mortgage Loan.  On and after the Marriott Chicago River North Hotel Companion Loan Securitization Date, the Marriott Chicago River North Hotel Mortgage Loan will be a Non-Serviced Mortgage Loan.

“Non-Serviced Mortgage Loan” means a Mortgage Loan included in the Issuing Entity but serviced under another agreement.  The Non-Serviced Mortgage Loan included in the Issuing Entity as of the Closing Date is the Southdale Center Mortgage Loan.  On and after the Marriott Chicago River North Hotel Companion Loan Securitization Date, the Marriott Chicago River North Hotel Mortgage Loan will also be a Non-Serviced Mortgage Loan.

“Non-Serviced Companion Loan” means a loan not included in the Issuing Entity that is generally payable on a pari passu basis with the related Non-Serviced Mortgage Loan.  The Non-Serviced Companion Loan related to the Issuing Entity as of the Closing Date is the Southdale Center Non-Serviced Companion Loan.  On and after the Marriott Chicago River North Hotel Companion Loan Securitization Date, the Marriott Chicago River North Hotel Companion Loan will also be a Non-Serviced Companion Loan.

“Non-Serviced Loan Combination” means a Non-Serviced Mortgage Loan and the related Non-Serviced Companion Loan, collectively.  The Non-Serviced Loan Combination related to the Issuing Entity as of the Closing Date is the Southdale Center Non-Serviced Loan Combination.  On and after the Marriott Chicago River North Hotel Companion Loan Securitization Date, the Marriott Chicago River North Hotel Loan Pair will be a Non-Serviced Loan Combination.

“Non-Serviced Mortgage Loan Pooling and Servicing Agreement” means the pooling and servicing agreement under which a Non-Serviced Mortgage Loan is serviced.  The Non-Serviced Mortgage Loan Pooling and Servicing Agreement for the Southdale Center Mortgage Loan is the pooling and servicing agreement for the MSBAM 2013-C10 securitization.  On and after the Marriott Chicago River North Hotel Companion Loan Securitization Date, the Non-Serviced Mortgage Loan Pooling and Servicing Agreement for the Marriott Chicago River North Hotel Mortgage Loan is the pooling and servicing agreement entered into in connection with the securitization of the Marriott Chicago River North Hotel Companion Loan.

“Non-Serviced Mortgage Loan Master Servicer”, “Non-Serviced Mortgage Loan Special Servicer”, and “Non-Serviced Mortgage Loan Trustee” mean, the master servicer, the special servicer and the trustee, respectively, under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.

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“Pari Passu Loan Primary Servicing Fee Rate” means the “master servicing fee rate” (as defined in the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement) and any other servicing fee rate payable to the applicable Non-Serviced Mortgage Loan Master Servicer applicable to any Non-Serviced Mortgage Loan.  The Pari Passu Loan Primary Servicing Fee Rate for the Southdale Center Mortgage Loan will be 0.01% per annum.  The Pari Passu Loan Primary Servicing Fee Rate for the Marriott Chicago River North Hotel Mortgage Loan (on and after the Marriott Chicago River North Hotel Companion Loan Securitization Date) will be 0.01% per annum.

Each of the master servicer and the special servicer is required to adhere to the Servicing Standard.  Each of the master servicer and the special servicer may become the owner or pledgee of Certificates with the same rights as each would have if it were not the master servicer or the special servicer, as the case may be.

Any such interest of the master servicer or the special servicer in the Certificates will not be taken into account when evaluating whether actions of the master servicer or the special servicer are consistent with their respective obligations in accordance with the Servicing Standard, regardless of whether such actions may have the effect of benefiting the class or classes of Certificates owned by the master servicer or the special servicer.  In addition, subject to the Servicing Standard, the Pooling and Servicing Agreement will not limit the ability of the master servicer or the special servicer to lend money to (to the extent not secured, in whole or in part, by any mortgaged property), accept deposits from and otherwise generally engage in any kind of business or dealings with any borrower as though the master servicer or the special servicer, as applicable, were not a party to the Pooling and Servicing Agreement or to the transactions contemplated hereby.

Each of the master servicer and the special servicer is permitted to enter into a sub-servicing agreement and any such sub-servicer will receive a fee for the services specified in such sub-servicing agreement.  However, any subservicing is subject to various conditions set forth in the Pooling and Servicing Agreement including the requirement that the master servicer or the special servicer, as the case may be, will remain liable for its servicing obligations under the Pooling and Servicing Agreement.  Furthermore, the special servicer may not enter into any sub-servicing agreement that provides for the performance by third parties of any or all of its obligations under the Pooling and Servicing Agreement without the consent of the Controlling Class Representative during any Subordinate Control Period or the Directing Holder (with respect to any A/B Whole Loan or Loan Pair), as applicable, except to the extent necessary for the special servicer to comply with applicable regulatory requirements.  No sub-servicer may be permitted to make material servicing decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the mortgage loan documents, without the consent of the special servicer.  The master servicer or the special servicer, as the case may be, will be required to pay any servicing compensation due to any sub-servicer out of its own funds.

The master servicer or special servicer may resign from the obligations and duties imposed on it under the Pooling and Servicing Agreement, upon thirty (30) days’ notice to the depositor, the trust advisor (in the case of the resignation of the special servicer), the trustee, the certificate administrator and the custodian, provided that:

● a successor master servicer or special servicer is available, has a net worth of at least $15,000,000, and is willing to and does assume the obligations of the master servicer or special servicer, and accepts appointment as successor master servicer or special servicer, on substantially the same terms and conditions, and for not more than equivalent compensation (unless, in the case of the special servicer, a successor cannot be found for existing compensation) and, in the case of the special servicer, (i) during any Subordinate Control Period, is acceptable to or has been appointed by the Controlling Class Representative, (ii) during any Collective Consultation Period, is reasonably acceptable to the Controlling Class Representative, the depositor and the trustee, (iii) during any Senior Consultation Period, is reasonably acceptable to the depositor and the trustee, and (iv) is a Qualified Replacement Special Servicer.

● the master servicer or special servicer, as applicable, bears all costs associated with its resignation and the transfer of servicing;

● the resigning master servicer or the resigning special servicer, as applicable, must have provided each Rating Agency with a Rating Agency Communication with respect to such servicing transfer; and

● (i) (a) the successor master servicer or special servicer is acting as master servicer or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12)

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month period prior to the date of determination, and Moody’s has not downgraded or withdrawn the then current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such master servicer or special servicer, as applicable, as master servicer or special servicer of such commercial mortgage securities, as applicable, as the sole or material reason for such downgrade or withdrawal (or placement on watch) or (b) if such successor master servicer or special servicer, as applicable, is not acting as master servicer or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by Moody’s in such twelve (12) month period, then a Rating Agency Confirmation from Moody’s will be required; and (ii)  (a) such successor master servicer or special servicer has a master servicer rating or special servicer rating, as applicable, of at least “CMS3” or “CSS3,” as applicable, from Fitch and (b) such successor master servicer or special servicer has a master servicer rating or special servicer rating, as applicable, of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or, if not ranked by Morningstar, such successor master servicer or special servicer is currently acting as a master servicer or special servicer on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage backed securities transactions rated by any NRSRO, and the trustee does not have actual knowledge that Morningstar has, and such successor master servicer or special servicer, as applicable, certifies that Morningstar has not, with respect to any such other commercial mortgage backed securities transaction, qualified, downgraded or withdrawn its rating or ratings on one or more classes of such commercial mortgage backed securities transaction citing servicing concerns of such successor master servicer or special servicer, as applicable, as the sole or material factor in such rating action.

Furthermore, the master servicer or special servicer may resign if it determines that its duties 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.  Any such determination permitting the resignation of the master servicer or the special servicer will be evidenced by an opinion of counsel to such effect delivered to the trustee, in the case of the resignation of the master servicer, or to the master servicer, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the trustee, in the case of the resignation of the special servicer.  If the master servicer ceases to serve as such and has not been replaced by a qualified successor, the trustee or an agent of the trustee will assume the master servicer’s duties and obligations under the Pooling and Servicing Agreement.  If the special servicer ceases to serve as such and a qualified successor has not been engaged (or during any Subordinate Control Period, has not been appointed by the Controlling Class Representative and engaged), the trustee or an agent of the trustee will assume the duties and obligations of the special servicer.  If the trustee or any agent of the trustee assumes the duties and obligations of the master servicer or special servicer under such circumstances, the trustee or such agent will be permitted to resign as master servicer or special servicer notwithstanding the first sentence of this paragraph if it has been replaced by a qualified successor pursuant to the terms of the Pooling and Servicing Agreement.

The relationship of each of the master servicer and the special servicer to the trustee is intended to be that of an independent contractor and not that of a joint venture, partner or agent.

The master servicer will have no responsibility for the performance by the special servicer, to the extent they are different entities, of its duties under the Pooling and Servicing Agreement, and the special servicer will have no responsibility for the performance by the master servicer of its duties under the Pooling and Servicing Agreement.

The master servicer initially will be responsible for servicing and administering the entire pool of mortgage loans.  The special servicer will be responsible for servicing and administering any Specially Serviced Mortgage Loans.

Upon the occurrence of any of the Servicing Transfer Events (as defined below), the master servicer will be required to transfer its principal servicing responsibilities with respect to a Specially Serviced Mortgage Loan to the special servicer in accordance with the procedures set forth in the Pooling and Servicing Agreement.  Notwithstanding such transfer, the master servicer will continue to receive any payments on such mortgage loan, including amounts collected by the special servicer, to make selected calculations with respect to such mortgage loan, and to make remittances to the certificate administrator and prepare reports for the trustee and the certificate administrator with respect to such mortgage loan.  If title to the related mortgaged property is acquired by the Issuing Entity, whether through foreclosure, deed in lieu of foreclosure or otherwise, the special servicer will be

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responsible for the operation and management of the property and such loan will be considered an REO Mortgage Loan.

“Servicing Transfer Event” means each event set forth under the definition of Specially Serviced Mortgage Loan that has caused a mortgage loan, B Note or Serviced Companion Loan to become a Specially Serviced Mortgage Loan.  If a Servicing Transfer Event occurs with respect to a mortgage loan that is part of an A/B Whole Loan or Loan Pair, it will be deemed to have occurred also with respect to the related B Note or Serviced Companion Loan, as applicable.  If a Servicing Transfer Event occurs with respect to a B Note or Serviced Companion Loan, it will be deemed to have occurred also with respect to the mortgage loan that is part of the related A/B Whole Loan or Loan Pair, as applicable.

“Specially Serviced Mortgage Loan” means the following:

● any mortgage loan (other than a Non-Serviced Mortgage Loan), B Note or Serviced Companion Loan as to which a Balloon Payment is past due, and the master servicer has determined, in its good faith reasonable judgment in accordance with the Servicing Standard, that payment is unlikely to be made on or before the 60th day after the date the Balloon Payment was due (or if the master servicer has, prior to the 60th day after the Due Date of such Balloon Payment, received written evidence from an institutional lender of such lender’s binding commitment to refinance such mortgage loan, one hundred twenty (120) days following the date such Balloon Payment was due; provided that if such refinancing does not occur during the time period specified in such written refinancing commitment, a Servicing Transfer Event will be deemed to have occurred), or any other payment is more than sixty (60) days past due or has not been made on or before the second Due Date following the date such payment was due;

● any mortgage loan (other than a Non-Serviced Mortgage Loan), B Note or Serviced Companion Loan as to which, to the master servicer’s knowledge, the borrower has consented to the appointment of a receiver or conservator in any insolvency or similar proceeding of or relating to such borrower or to all or substantially all of its property, or the borrower has become the subject of a decree or order issued under a bankruptcy, insolvency or similar law and such decree or order has remained undischarged or unstayed for a period of sixty (60) days;

● any mortgage loan (other than a Non-Serviced Mortgage Loan), B Note or Serviced Companion Loan as to which the master servicer has received notice of the foreclosure or proposed foreclosure of any other lien on the mortgaged property;

● any mortgage loan (other than a Non-Serviced Mortgage Loan), B Note or Serviced Companion Loan as to which the master servicer has obtained knowledge of a default (other than a failure by the related borrower to pay principal or interest) which, in the good faith reasonable judgment of the master servicer, materially and adversely affects the interests of the Certificateholders or the holder of the related B Note or Serviced Companion Loan and which has occurred and remains unremedied for the applicable grace period specified in the related mortgage loan documents (or, if no grace period is specified, sixty (60) days);

● any mortgage loan (other than a Non-Serviced Mortgage Loan), B Note or Serviced Companion Loan as to which the 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; and

● any mortgage loan (other than a Non-Serviced Mortgage Loan), B Note or Serviced Companion Loan as to which, in the good faith reasonable judgment of the master servicer or the special servicer (and, in the case of the special servicer, during any Subordinate Control Period, with the consent of the Controlling Class Representative), (a) a payment default is imminent or is likely to occur within sixty (60) days, or (b) any other default is imminent or is likely to occur within sixty (60) days and such default, in the good faith reasonable judgment of the master servicer or the special servicer (and, in the case of the special servicer, during any Subordinate Control Period, with the consent of the Controlling Class Representative), is reasonably likely to materially and adversely affect the interests of the Certificateholders or the holder of the B Note or Serviced Companion Loan (as the case may be), provided that any determination under this sub-clause (b) with respect to any mortgage loan (or B Note or Serviced Companion Loan, if applicable)

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solely by reason of the failure (or imminent failure) of the related borrower to maintain or cause to be maintained insurance coverage against damages or losses arising from acts of terrorism may only be made by the special servicer if it determines that such default is not an Acceptable Insurance Default (during any Subordinate Control Period, with the consent of the Controlling Class Representative).

Under the applicable Non-Serviced Mortgage Loan Pooling and Servicing Agreement, if a servicing transfer event thereunder occurs with respect to any Non-Serviced Companion Loan, it will be deemed to have occurred also with respect to the related Non-Serviced Mortgage Loan, and the Non-Serviced Loan Combination will be transferred to special servicing.  “Servicing transfer events” under the Non-Serviced Mortgage Loan Pooling and Servicing Agreement are substantially similar to those under the Pooling and Servicing Agreement.

A Specially Serviced Mortgage Loan can become a Rehabilitated Mortgage Loan, after which the master servicer will be required to resume all servicing responsibilities.

A “Rehabilitated Mortgage Loan” is a Specially Serviced Mortgage Loan for which (a) three (3) consecutive Scheduled Payments have been made (in the case of any such mortgage loan, B Note or Serviced Companion Loan that was modified, based on the modified terms) or a complete defeasance has occurred, (b) no other Servicing Transfer Event has occurred and is continuing with respect to such mortgage loan (or, with respect to determining whether a mortgage loan as to which an Appraisal Event has occurred is a Rehabilitated Mortgage Loan for purposes of applying Appraisal Reductions, as to which no other Appraisal Event has occurred and is continuing) and (c) the Issuing Entity has been reimbursed for all costs incurred as a result of the occurrence of the Servicing Transfer Event, such amounts constitute a Workout-Delayed Reimbursement Amount or such amounts have been forgiven.  A mortgage loan that is part of an A/B Whole Loan will not constitute a Rehabilitated Mortgage Loan unless its related B Note would also constitute a Rehabilitated Mortgage Loan.  A B Note will not constitute a Rehabilitated Mortgage Loan unless its related mortgage loan would also constitute a Rehabilitated Mortgage Loan.  A Serviced Pari Passu Mortgage Loan will not constitute a Rehabilitated Mortgage Loan unless its related Serviced Companion Loan would also constitute a Rehabilitated Mortgage Loan.  A Serviced Companion Loan will not constitute a Rehabilitated Mortgage Loan unless its related Serviced Pari Passu Mortgage Loan would also constitute a Rehabilitated Mortgage Loan.

The master servicer and the special servicer will, in general, each be required to pay all ordinary expenses incurred by it in connection with its servicing activities under the Pooling and Servicing Agreement and will not be entitled to reimbursement therefor except as expressly provided in the Pooling and Servicing Agreement. See “DESCRIPTION OF THE OFFERED CERTIFICATES—Advances—Servicing Advances” in this free writing prospectus.

The master servicer and the special servicer and any affiliate, director, officer, employee, member, manager or agent of any of them will be entitled to indemnification from the Issuing Entity out of collections on, and other proceeds of, the mortgage loans, including REO Mortgage Loans (and, if and to the extent that the matter relates to a B Note or Serviced Companion Loan, out of collections on, and other proceeds of, the B Note or Serviced Companion Loan) against any loss, liability, or expense incurred in connection with any legal action relating to the Pooling and Servicing Agreement, the mortgage loans, any B Note or Serviced Companion Loan, any REO Property or the Certificates or any exercise of rights under the Pooling and Servicing Agreement reasonably requiring the use of counsel or the incurring of expenses other than, among other things, any loss, liability or expense incurred by reason of the master servicer’s or special servicer’s willful misfeasance, bad faith or negligence in the performance of their respective obligations or duties under the Pooling and Servicing Agreement.  The Non-Serviced Mortgage Loan Master Servicer and the Non-Serviced Mortgage Loan Special Servicer and their respective affiliates, directors, officers, employees, members, managers or agents of any of them will be entitled to similar indemnification from the Issuing Entity for losses, liabilities and expenses relating to any Non-Serviced Mortgage Loan (but excluding any losses allocable to the Non-Serviced Companion Loan).

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The Master Servicer

Master Servicer Compensation

The master servicer will be entitled to a Master Servicing Fee (the “Master Servicing Fee”) equal to the Master Servicing Fee Rate applied to the outstanding principal balance of each mortgage loan, REO Mortgage Loan and, if applicable, A/B Whole Loan or Loan Pair (or the Non-Serviced Mortgage Loan, as applicable).

The “Master Servicing Fee Rate” means the rate payable each month with respect to (i) each mortgage loan (other than the Southdale Center Mortgage Loan and the Marriott Chicago River North Hotel Mortgage Loan for which the related Master Servicing Fee Rate is set forth below) included in the Issuing Entity, equal to 0.01% per annum (other than the Southdale Center Mortgage Loan and the Marriott Chicago River North Hotel Mortgage Loan), (ii) The Mall at Tuttle Crossing Serviced Companion Loan, equal to 0.01% per annum, (iii) the Westfield Countryside Serviced Companion Loan, equal to 0.01% per annum, and (iv) the Marriott Chicago River North Hotel Companion Loan (prior to the Marriott Chicago River North Hotel Companion Loan Securitization Date), equal to 0.01% per annum.

The “Master Servicing Fee Rate” with respect to the Southdale Center Mortgage Loan, will be a rate equal to 0.01% per annum (the master servicer under the pooling and servicing agreement for the MSBAM 2013-C10 securitization is entitled to a servicing fee with respect to the Southdale Center Mortgage Loan payable at a rate equal to the related Pari Passu Loan Primary Servicing Fee Rate of 0.01% per annum).

The “Master Servicing Fee Rate” with respect to the Marriott Chicago River North Hotel Mortgage Loan will be a rate payable each month equal to (i) prior to the securitization of the related pari passu companion loan, 0.01% per annum and (ii) on and after the securitization of the related pari passu companion loan, 0.01% per annum (Wells Fargo Bank, National Association, as primary servicer, will be entitled to a primary servicing fee with respect to the Marriott Chicago River North Hotel Mortgage Loan commencing with the closing of this securitization and continuing after the securitization of the related pari passu companion loan, payable at a rate equal to the related Pari Passu Loan Primary Servicing Fee Rate).  The Master Servicing Fee includes all amounts required to be paid to any primary or sub servicer.  For additional information regarding the servicing fees with respect to the Southdale Center Mortgage Loan see “DESCRIPTION OF THE MORTGAGE POOL—The Non-Serviced Loan Combinations—The Southdale Center Non-Serviced Loan Combination”.

The related Master Servicing Fee and certain other compensation payable to the master servicer will be reduced, on each Distribution Date by the amount, if any, of any payment of Compensating Interest (a “Compensating Interest Payment”) required to be made by the master servicer on such Distribution Date.  Any Net Aggregate Prepayment Interest Shortfall will be allocated as presented under “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions—Prepayment Interest Shortfalls and Prepayment Interest Excesses” in this free writing prospectus.  If Prepayment Interest Excesses for all mortgage loans and Serviced Companion Loans other than Specially Serviced Mortgage Loans exceed Prepayment Interest Shortfalls for such mortgage loans and Serviced Companion Loans as of any Distribution Date, such excess amount will be payable to the master servicer as additional servicing compensation.

In addition to the Master Servicing Fee, the master servicer will be entitled to retain, as additional servicing compensation (a) a specified percentage (which may be zero) of Excess Modification Fees, Consent Fees, Ancillary Fees, Assumption Fees and Excess Penalty Charges with respect to each mortgage loan, B Note (to the extent set forth in the related Intercreditor Agreement) and Serviced Companion Loan and (b) 100% of any assumption application fees with respect to non-Specially Serviced Mortgage Loans and any fee actually paid by a borrower in connection with the defeasance of a mortgage loan.  The Master Servicer will also be authorized but not required to invest or direct the investment of funds held in the Collection Account in certain investments permitted under the terms of the Pooling and Servicing Agreement, and the Master Servicer 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, except as set forth in the Pooling and Servicing Agreement.  The Master Servicer will also be entitled to retain any interest earned on any servicing escrow account to the extent the interest is not required to be paid to the related borrowers.

“Assumption Fees” means, with respect to any mortgage loan (or A/B Whole Loan or Loan Pair, if applicable, but not any Non-Serviced Mortgage Loan), any and all assumption fees actually paid by the related borrower and

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other applicable fees (excluding assumption application fees) actually paid by the related borrower in accordance with the related loan documents, with respect to a transfer of a related mortgaged property or interests in a related borrower.

“Consent Fees” means, with respect to any mortgage loan (or A/B Whole Loan or Loan Pair, if applicable, but not any Non-Serviced Mortgage Loan), any and all fees actually paid by a borrower with respect to any consent or approval required pursuant to the terms of the mortgage loan documents that does not involve a restructuring, modification, assumption, extension, waiver or amendment of the terms of the mortgage loan, A/B Whole Loan or Loan Pair documents.

“Modification Fees” means, with respect to any mortgage loan (or A/B Whole Loan or Loan Pair, if applicable, but not any Non-Serviced Mortgage Loan), any and all fees with respect to a written restructuring, modification, extension, waiver or amendment that restructures, modifies, extends, amends or waives any term of the mortgage loan (as evidenced by a signed writing) agreed to by the master servicer or the special servicer (other than any Assumption Fees, assumption application fees, Consent Fees or defeasance fees).  For each written restructuring, modification, extension, waiver or amendment that restructures, modifies, extends, amends or waives any term of the mortgage loan in connection with working out of a Specially Serviced Mortgage Loan, the Modification Fees collected from the related borrower will be subject to a cap of the lesser of (i) 1.0% 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, further, that no aggregate cap will exist in connection with the amount of Modification Fees which may be collected from the related borrower with respect to any Specially Serviced Mortgage Loan or REO Loan and (ii) $1,000,000; provided that no aggregate cap exists in connection with the amount of Modification Fees which may be collected from the related borrower with respect to any Specially Serviced Mortgage Loan or REO Loan.

“Allocable Modification Fee” means, with respect to any mortgage loan (or A/B Whole Loan or Loan Pair, if applicable, but not any Non-Serviced Mortgage Loan) as to which a Modification Fee is collected, the excess, if any, of (i) such Modification Fee, over (ii) 0.75% of the outstanding principal balance of such mortgage loan (or A/B Whole Loan or Loan Pair, if applicable, but not any Non-Serviced Mortgage Loan) immediately following the related restructuring, modification, extension, amendment or waiver.

“Unallocable Modification Fee” means, with respect to any mortgage loan (or A/B Whole Loan or Loan Pair, if applicable, but not any Non-Serviced Mortgage Loan) as to which a Modification Fee is collected, the lesser of (i) such Modification Fee, and (ii) 0.75% of the outstanding principal balance of such mortgage loan (or A/B Whole Loan or Loan Pair, if applicable, but not any Non-Serviced Mortgage Loan) immediately following the related restructuring, modification, extension, amendment or waiver.

“Excess Modification Fees” means, with respect to any mortgage loan (or A/B Whole Loan or Loan Pair, if applicable, but not any Non-Serviced Mortgage Loan), the sum of (A) any and all Unallocable Modification Fees with respect to a modification, waiver, extension or amendment of any of the terms of such mortgage loan (or A/B Whole Loan or Loan Pair, if applicable), exclusive, in the case of an A/B Whole Loan or a Loan Pair, of any portion of such Modification Fees payable to the holder of the related B Note or Serviced Companion Loan, as applicable, pursuant to the related Intercreditor Agreement, and (B) the excess, if any, of (i) any and all Allocable Modification Fees with respect to a modification, waiver, extension or amendment of any of the terms of such mortgage loan (or A/B Whole Loan or Loan Pair, if applicable), exclusive, in the case of an A/B Whole Loan or a Loan Pair, of any portion of such Modification Fees payable to the holder of the related B Note or Serviced Companion Loan, as applicable, pursuant to the related Intercreditor Agreement, over (ii) all unpaid or unreimbursed Additional Trust Expenses outstanding or previously incurred on behalf of the Issuing Entity with respect to such related mortgage loan (or A/B Whole Loan or Loan Pair, if applicable) and reimbursed from such Allocable Modification Fees (which Additional Trust Expenses will be reimbursed from such Allocable Modification Fees, exclusive, in the case of an A/B Whole Loan or a Loan Pair, of any portion of such Allocable Modification Fees payable to the holder of the related B Note or Serviced Companion Loan, as applicable, pursuant to the related Intercreditor Agreement) and (C) expenses previously paid or reimbursed from Allocable Modification Fees as described in the preceding clause (B), which expenses have been recovered from the related borrower or otherwise.

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“Penalty Charges” means, with respect to any mortgage loan (or A/B Whole Loan or Loan Pair, if applicable) (or any related REO Property), any amounts actually collected thereon from the borrower that represent late fees and default interest but excluding any amounts allocable to any Non-Serviced Mortgage Loan and its related Non-Serviced Companion Loan pursuant to the terms of the related Intercreditor Agreement.

“Excess Penalty Charges” means, with respect to any mortgage loan (or A/B Whole Loan or Loan Pair, if applicable), (A) the excess, if any, of (i) any and all Penalty Charges collected in respect of such mortgage loan (or A/B Whole Loan or Loan Pair, if applicable) (exclusive, in the case of an A/B Whole Loan or Loan Pair, of any portion of such Penalty Charges payable to the holder of the related B Note or Serviced Companion Loan pursuant to the related Intercreditor Agreement), over (ii) all unpaid or unreimbursed Additional Trust Expenses (including, without limitation, reimbursement of Advances and interest on Advances to the extent not otherwise paid or reimbursed by the borrower and, also, the payment of Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred on behalf of the Issuing Entity with respect to the related mortgage loan (or A/B Whole Loan or Loan Pair, if applicable) and reimbursed from such Penalty Charges (which Additional Trust Expenses will be reimbursed from such Penalty Charges (exclusive, in the case of an A/B Whole Loan or Loan Pair, of any portion of such Penalty Charges payable to the holder of the related B Note or Serviced Companion Loan pursuant to the related Intercreditor Agreement)) and (B) expenses previously paid or reimbursed from Penalty Charges as described in the preceding clause (A), which expenses have been recovered from the related borrower or otherwise.

“Ancillary Fees” means, with respect to any mortgage loan (or A/B Whole Loan or Loan Pair, if applicable), any and all demand fees, beneficiary statement charges, fees for insufficient or returned checks and other usual and customary charges and fees (other than Modification Fees, Consent Fees, Penalty Charges, defeasance fees, Assumption Fees and assumption application fees) actually received from the borrower.

Although the Master Servicer will be required to service and administer the pool of mortgage loans (other than any Non-Serviced Mortgage Loans), B Notes and Serviced Companion Loans in accordance with the Servicing Standard above and, accordingly, without regard to their rights to receive compensation under the Pooling and Servicing Agreement, additional servicing compensation in the nature of assumption and modification fees may under certain circumstances provide the Master Servicer with an economic disincentive to comply with this standard.

Any successor master servicer will receive the Master Servicing Fee as compensation, together with the foregoing additional servicing compensation.  The Pooling and Servicing Agreement will not provide for any successor master servicer to receive compensation in excess of that permitted to be received by its predecessor.  Any change to the compensation of the master servicer will require an amendment to the Pooling and Servicing Agreement.

Master Servicer Termination Events

A “Master Servicer Termination Event” means, with respect to the master servicer under the Pooling and Servicing Agreement, any one of the following events:

● any failure by the master servicer to remit to the certificate administrator or otherwise make any payment required to be remitted by the master servicer under the terms of the Pooling and Servicing Agreement, including any required Advances; provided that if a payment is required to be remitted by the master servicer to the certificate administrator on the Master Servicer Remittance Date, the failure to remit that payment to the certificate administrator will only be a “Master Servicer Termination Event” under this bullet if that payment has not been remitted to the certificate administrator prior to 10:00 a.m. (New York City time) on the related Distribution Date;

● any failure by the master servicer to make a required deposit to the Collection Account which continues unremedied for one (1) Business Day following the date on which such deposit was first required to be made;

● any failure on the part of the master servicer duly to observe or perform in any material respect any other of the duties, covenants or agreements on the part of the master servicer contained in the Pooling and

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Servicing Agreement (other than, if and for so long as the Issuing Entity (or a trust created pursuant to another pooling and servicing agreement) is subject to the reporting requirements of the Exchange Act, with respect to the duties described under “DESCRIPTION OF THE OFFERED CERTIFICATES—Evidence as to Compliance” in this free writing prospectus or certain other reporting duties imposed on it for purposes of compliance with Regulation AB and the Exchange Act to the extent described in the ninth bullet of this definition), which continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, is given to the master servicer by the depositor or the trustee; provided that such cure period may be extended to the extent necessary to permit the master servicer to cure such failure if the master servicer certifies to the trustee and the depositor that the master servicer is in good faith attempting to remedy such failure and the Certificateholders will not be materially and adversely affected thereby; provided, further, that such cure period may not exceed ninety (90) days;

● any breach of the representations and warranties of the master servicer in the Pooling and Servicing Agreement that materially and adversely affects the interest of any Holder of any class of Certificates and that continues unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied is given to the master servicer by the depositor or the trustee, provided, however, such cure period may be extended to the extent necessary to permit the master servicer to cure such breach if the master servicer certifies to the trustee and the depositor that the master servicer is in good faith attempting to remedy such breach and the Certificateholders will not be materially and adversely affected thereby; provided, further, such cure period may not exceed ninety (90) days;

● 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, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, is entered against the master servicer and such decree or order remains in force undischarged or unstayed for a period of sixty (60) days;

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

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

● (a) a servicing officer of the master servicer obtains knowledge that Moody’s has (i) qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates or securities backed by a B Note or Serviced Companion Loan or (ii) placed one or more classes of certificates on “watch status” in contemplation of a ratings downgrade or withdrawal (and, in the case of either of clauses (i) or (ii), such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by Moody’s within sixty (60) days of the date such servicing officer obtained such actual knowledge) and, in the case of either of clauses (i) or (ii), cited servicing concerns with the master servicer as the sole or material factor in such rating action, (b) the master servicer ceases to have a master servicer rating of at least “CMS3” from Fitch and such rating is not reinstated within sixty (60) days or (c) either (x) the master servicer has failed to maintain a ranking by Morningstar equal to or higher than “MOR CS3” as a master servicer, and such ranking is not reinstated within sixty (60) days of such event (if such master servicer has or had a Morningstar ranking on or after the Closing Date) or (y) if such master servicer has not been ranked by Morningstar on or after the Closing Date, Morningstar has (i) qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates, or (ii) placed one or more classes of certificates on “watch status” in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (i) or (ii), citing servicing concerns with the master servicer as the sole or material factor in such rating action (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by Morningstar within sixty (60) days of such event);

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● if and for so long as the Issuing Entity is subject to the reporting requirements of the Exchange Act, any failure by the master servicer, an Additional Servicer or a sub-servicer appointed by the master servicer (other than any Additional Servicer that the master servicer is required to retain by a mortgage loan seller) to deliver any reporting items required to be delivered under Regulation AB and the Exchange Act by such entity under the Pooling and Servicing Agreement by the time required under the Pooling and Servicing Agreement after any applicable grace period; or

● if and for so long as the Issuing Entity is subject to the reporting requirements of the Exchange Act, any failure by the master servicer to terminate any sub-servicer that is a Reporting Servicer for certain failures to deliver reporting items required to be delivered under Regulation AB and the Exchange Act; provided that the depositor may waive any such Master Servicer Termination Event (or the failure to deliver by the Reporting Servicer) under this tenth bullet in its sole discretion without the consent of the trustee or any Certificateholders.

“Additional Servicer” means each affiliate of the master servicer, the special servicer, the mortgage loan sellers, the certificate administrator, the trustee, the custodian, the depositor or any of the underwriters that services any of the mortgage loans and each person, other than the special servicer, who is not an affiliate of the master servicer, the mortgage loan sellers, the certificate administrator, the trustee, the custodian, the depositor or any of the underwriters, that services 10% or more of the mortgage loans (based on the unpaid principal balance of the mortgage loans).

“Reporting Servicer” means each of the master servicer, the special servicer, the trust advisor and any Servicing Function Participant (including the certificate administrator, the trustee (if it has made an advance during the calendar year related to the annual report or assessment of compliance with servicing criteria), the custodian and each sub-servicer), as the case may be.

“Servicing Criteria” means the criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such may be amended from time to time.

“Servicing Function Participant” means any person (including the certificate administrator, the trustee and the custodian), other than the master servicer and the special servicer, that, within the meaning of Item 1122 of Regulation AB, is performing activities addressed by the Servicing Criteria, unless such person’s activities relate only to 5% or less of the mortgage loans (based on their unpaid principal balance).  The Trustee will be a Servicing Function Participant only if, and for such time as, it has made an Advance during any calendar year covered by an annual report on assessment of compliance with Servicing Criteria.

If a Master Servicer Termination Event described under the third, fourth, eighth, ninth or tenth bullet under the definition of “Master Servicer Termination Event” above has occurred, the obligations and responsibilities of the master servicer under the Pooling and Servicing Agreement will terminate on the date which is sixty (60) days following the date on which the trustee or the depositor gives written notice to the master servicer that the master servicer is terminated.  If a Master Servicer Termination Event described under the first, second, fifth, sixth or seventh bullet under the definition of “Master Servicer Termination Event” above has occurred, the obligations and responsibilities of the master servicer under the Pooling and Servicing Agreement will terminate immediately upon the date which the trustee or the depositor gives written notice to the master servicer that the master servicer is terminated.  After any Master Servicer Termination Event (subject to the depositor’s waiver right if an event described in the tenth bullet point under the definition of “Master Servicer Termination Event” above), the trustee may elect to terminate the master servicer by providing such notice, and will be required to provide such notice if Holders of Certificates representing more than 25% of the aggregate Voting Rights of all Certificates so direct the trustee.

Upon termination of the master servicer under the Pooling and Servicing Agreement, all authority, power and rights of the master servicer under the Pooling and Servicing Agreement, whether with respect to the mortgage loans or otherwise, will terminate except for any rights related to indemnification, unpaid servicing compensation or unreimbursed Advances and related interest, provided that in no event will the termination of the master servicer be effective until a successor servicer has succeeded the master servicer as successor servicer, notified the master servicer of such succession, and such successor servicer has assumed the master servicer’s obligations and responsibilities with respect to the mortgage loans as set forth in the Pooling and Servicing Agreement.  The trustee

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may not succeed the master servicer as servicer until and unless it has satisfied the provisions specified in the Pooling and Servicing Agreement.  However, if the master servicer is terminated as a result of a Master Servicer Termination Event described under the fifth, sixth or seventh bullet under the definition of “Master Servicer Termination Event” described above, the trustee will act as successor servicer immediately and must use commercially reasonable efforts to either satisfy the conditions specified in the Pooling and Servicing Agreement or transfer the duties of the master servicer to a successor servicer who has satisfied such conditions.

If any master servicer is terminated based upon a Master Servicer Termination Event under the eighth bullet of the definition thereof, then such terminated master servicer will have the right to enter into a sub-servicing agreement or primary servicing agreement with the applicable successor master servicer with respect to all applicable mortgage loans that are not then subject to a sub-servicing agreement or primary servicing agreement, so long as certain conditions are met including that such terminated master servicer (i) is acting as primary servicer in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination and Moody’s has not downgraded or withdrawn the then current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such primary servicer as primary servicer of such commercial mortgage securities as the sole or material reason for such downgrade or withdrawal (or placement on watch) and (ii) has a master servicer rating of at least “CMS3” from Fitch, or, in the case of each such Rating Agency, be otherwise acceptable to such Rating Agency as evidenced by a Rating Agency Confirmation.

If the master servicer (i) is terminated solely due to a Master Servicer Termination Event described in the eighth or ninth bullet of the definition of Master Servicer Termination Event and (ii) provides the trustee with the appropriate “request for proposal” materials, the trustee will be required to solicit good faith bids for the rights to master service the mortgage loans under the Pooling and Servicing Agreement.  The trustee will be required to select the bidder with the highest cash bid (or such other bidder as the master servicer may direct) that also meets the qualifications set forth in the Pooling and Servicing Agreement to act as master servicer.  Upon the agreement of such successor servicer to succeed the master servicer and assume the master servicer’s obligations and responsibilities with respect to the mortgage loans under the Pooling and Servicing Agreement, the trustee will be required to remit the cash bid received from such successor servicer to the terminated master servicer.  If a successor master servicer is not appointed within thirty (30) days of the master servicer’s termination, the trustee may select a successor master servicer as described in the previous paragraph.

The Pooling and Servicing Agreement will not provide for any successor master servicer to receive any compensation in excess of that paid to the predecessor master servicer.  The predecessor master servicer will be required to cooperate with respect to the transfer of servicing and to pay for the expenses of its termination and replacement if such termination is due to voluntary resignation.

The Special Servicer

Special Servicer Compensation

“Special Servicer Compensation” means such fees payable to the special servicer, collectively, including:

● A “Special Servicing Fee” meaning an amount equal to, in any month, the portion of a rate equal to 0.25% per annum applicable to such month, determined in the same manner as the applicable mortgage rate is determined for each Specially Serviced Mortgage Loan (or successor REO Mortgage Loan, successor REO B Note or successor REO Serviced Companion Loan) for such month, of the outstanding principal balance of each Specially Serviced Mortgage Loan (or successor REO Mortgage Loan, successor REO B Note or successor REO Serviced Companion Loan).

● A “Workout Fee” meaning a fee payable with respect to any Rehabilitated Mortgage Loan, equal to the lesser of (i) $1,000,000 in the aggregate with respect to any particular workout of a Specially Serviced Mortgage Loan, and (ii) the product of (x) 1.0% and (y) the amount of each collection of interest (other than default interest and any Excess Interest) and principal received (including any Condemnation Proceeds or Insurance Proceeds received and applied as a collection of such interest and principal) on such mortgage loan, B Note or Serviced Companion Loan, as applicable, for so long as it remains a Rehabilitated

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Mortgage Loan; provided that the Workout Fee with respect to any Rehabilitated Mortgage Loan will be reduced by the amount of any Excess Modification Fees actually received by the Special Servicer as additional servicing compensation (i) with respect to the related mortgage loan, Serviced Companion Loan or B Note, as applicable, at any time within the prior eighteen (18) months in connection with each modification, restructure, extension, waiver or amendment that constituted a modification of the related mortgage loan, Loan Pair or A/B Whole Loan while the mortgage loan or the related Serviced Companion Loan or B Note, as applicable, was a Specially Serviced Mortgage Loan and (ii) with respect to the related mortgage loan, Serviced Companion Loan or B Note, as applicable, at any time within the prior nine (9) months in connection with each modification, restructure, extension, waiver or amendment that constitutes a modification of the related mortgage loan, Loan Pair or A/B Whole Loan while the mortgage loan or the related Serviced Companion Loan or B Note, as applicable, was a non-Specially Serviced Mortgage Loan, but, in each case, only to the extent those Excess Modification Fees have not previously been deducted from a Workout Fee or Liquidation Fee.  Notwithstanding the foregoing, if a mortgage loan or Serviced Companion Loan becomes a Specially Serviced Mortgage Loan only because of an event described in clause (i) of the definition of “Specially Serviced Mortgage Loan” and the related collection of principal and interest is received within four (4) months 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 mortgagor 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.

● A “Liquidation Fee” meaning a fee payable with respect to the final disposition or liquidation of a Specially Serviced Mortgage Loan or REO Property (other than any REO Property related to a Non-Serviced Mortgage Loan) equal to the lesser of (i) $1,000,000, and (ii) the product of (x) 1.0% and (y) the Liquidation Proceeds received in connection with a final disposition of, and any Condemnation Proceeds and Insurance Proceeds received by the Issuing Entity (net of any expenses incurred by the special servicer on behalf of the Issuing Entity in connection with the collection of such Condemnation Proceeds and Insurance Proceeds) with respect to, such Specially Serviced Mortgage Loan or REO Property or portion thereof; provided that the Liquidation Fee with respect to any Specially Serviced Mortgage Loan or REO Property will be reduced by the amount of any Excess Modification Fees actually received by the special servicer as additional servicing compensation (i) with respect to the related mortgage loan, Serviced Companion Loan or B Note, as applicable, at any time within the prior eighteen (18) months in connection with each modification, restructure, extension, waiver or amendment that constituted a modification of the related mortgage loan, Loan Pair or A/B Whole Loan while the mortgage loan or the related Serviced Companion Loan or B Note, as applicable, was a Specially Serviced Mortgage Loan and (ii) with respect to the related mortgage loan, Serviced Companion Loan or B Note, as applicable, at any time within the prior nine (9) months in connection with each modification, restructure, extension, waiver or amendment that constitutes a modification of the related mortgage loan, Loan Pair or A/B Whole Loan while the mortgage loan or the related Serviced Companion Loan or B Note, as applicable, was a non-Specially Serviced Mortgage Loan, but, in each case, only to the extent those Excess Modification Fees have not previously been deducted from a Workout Fee or Liquidation Fee.  No Liquidation Fee will be payable based upon, or out of, Liquidation Proceeds received in connection with (i) the repurchase of, or substitution for, any mortgage loan by the related mortgage loan seller for a Material Breach or Material Document Defect, as applicable, if such repurchase or substitution occurs on or before the later of (x) one hundred eighty (180) days after the discovery or receipt of notice by the mortgage loan seller of the Material Breach or Material Document Defect, as applicable, that gave rise to the particular repurchase or substitution obligation, and (y) the expiration of the time period (or extension thereof) provided for such repurchase or substitution if such repurchase or substitution occurs prior to the termination of any applicable extended resolution period, (ii) the purchase of any Specially Serviced Mortgage Loan that is, or is part of, an A/B Whole Loan or Loan Pair by the holder of the related B Note or Serviced Companion Loan, as applicable, within ninety (90) days following the date that such mortgage loan became a Specially Serviced Mortgage Loan, (iii) the purchase of any Specially Serviced Mortgage Loan that is subject to mezzanine indebtedness by the holder of the related mezzanine loan within the ninety (90) days following the date that such holder’s option to purchase the related mortgage loan first becomes exercisable, (iv) the purchase of all of the

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mortgage loans and REO Properties in connection with an optional termination of the Issuing Entity, (v) the purchase of any Specially Serviced Mortgage Loan by the special servicer or any affiliate thereof (other than the Controlling Class Representative), or (vi) the purchase of any Specially Serviced Mortgage Loan or related REO Property by the Controlling Class Representative or any affiliate thereof (other than the special servicer), if such purchase occurs within ninety (90) days after the date on which the special servicer delivers to the Controlling Class Representative for its approval the initial Asset Status Report with respect to such Specially Serviced Mortgage Loan.  For the avoidance of doubt, the special servicer may not receive a Workout Fee and a Liquidation Fee with respect to the same proceeds collected on a mortgage loan, Serviced Companion Loan, B Note, REO Mortgage Loan, REO B Note or REO Serviced Companion Loan.  Notwithstanding the foregoing, if a mortgage loan becomes a Specially Serviced Mortgage Loan only because of an event described in clause (i) of the definition of “Specially Serviced Mortgage Loan” and the related Liquidation Proceeds are received within four (4) months following the related maturity date as a result of the related Mortgage Loan 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 mortgagor 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.

● Any other fees payable to the special servicer pursuant to the Pooling and Servicing Agreement.

The Special Servicing Fee will be payable monthly from general collections on all the mortgage loans in the Mortgage Pool and, to the extent of the Issuing Entity’s interest in the mortgage loan, any foreclosure properties, prior to any distribution of such collections to Certificateholders.  The Workout Fee with respect to any Rehabilitated Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan or if the related mortgaged property becomes an REO Property but otherwise such fee is paid until maturity.  If the special servicer is terminated for any reason or resigns, it will retain the right to receive any Workout Fees payable on mortgage loans that became (or would become, but for the making of three scheduled monthly payments) Rehabilitated Mortgage Loans while it acted as special servicer and remained Rehabilitated Mortgage Loans at the time of such termination or resignation until such mortgage loan becomes a Specially Serviced Mortgage Loan or until the related mortgaged property becomes an REO Property.  The successor special servicer will not be entitled to any portion of such Workout Fees.

The Special Servicer will also be entitled to retain, as additional servicing compensation (a) a specified percentage (which may be zero) of Excess Modification Fees, Consent Fees, Ancillary Fees and Assumption Fees with respect to each mortgage loan (and Serviced Companion Loan) and 100% of any assumption application fees with respect to Specially Serviced Mortgage Loans, (b) Excess Penalty Charges with respect to Specially Serviced Mortgage Loans, and (c) any interest or other income earned on deposits in the REO Accounts.

If the Marriott Chicago River North Hotel Loan Pair becomes a Specially Serviced Mortgage Loan prior to the Marriott Chicago River North Hotel Companion Loan Securitization Date, then the Marriott Chicago River North Hotel Loan Pair will be specially serviced under and in accordance with the Pooling and Servicing Agreement and the Special Servicer will be entitled to receive the same special servicing compensation for the Marriott Chicago River North Hotel Loan Pair as if the Marriott Chicago River North Hotel Companion Loan were a mortgage loan under the Pooling and Servicing Agreement. On and after the Marriott Chicago River North Hotel Companion Loan Securitization Date, the Marriott Chicago River North Hotel Loan Pair will be serviced under the Marriott Chicago River North Hotel Pooling and Servicing Agreement. After such securitization, the Marriott Chicago River North Hotel Loan Pair will no longer be serviced pursuant to the Pooling and Servicing Agreement. If the Marriott Chicago River North Hotel Loan Pair is being specially serviced when the Marriott Chicago River North Hotel 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 Pair, including its pro rata share of any liquidation or workout fees and its pro rata share of any additional servicing compensation as well as all surviving indemnity and other rights in respect of such special servicing role.

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With respect to any Non-Serviced Mortgage Loan, the Special Servicer will not receive any special servicing compensation, and the Non-Serviced Mortgage Loan Special Servicer will be entitled to compensation substantially similar to the compensation to which the Special Servicer is entitled under the Pooling and Servicing Agreement.

Although the Special Servicer will be required to service and administer the pool of mortgage loans (other than any Non-Serviced Mortgage Loans) and the B Notes and Serviced Companion Loans in accordance with the Servicing Standard above and, accordingly, without regard to their rights to receive compensation under the Pooling and Servicing Agreement, additional servicing compensation in the nature of assumption and modification fees may under certain circumstances provide the Special Servicer with an economic disincentive to comply with this standard.

If Prepayment Interest Excesses for all Specially Serviced Mortgage Loans exceed Prepayment Interest Shortfalls for such mortgage loans as of any Distribution Date, such excess amount will be payable to the special servicer as additional servicing compensation.

As described in this free writing prospectus under “—The Controlling Class Representative,” the Controlling Class Representative (or with respect to an A/B Whole Loan or Loan Pair, the related Directing Holder to the extent described under “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” above) will have the right to receive notification of, advise the special servicer regarding, and consent to, certain actions of the special servicer, subject to the limitations described in this free writing prospectus and the Pooling and Servicing Agreement.

Any successor special servicer will receive the foregoing Special Servicing Compensation as compensation.  The Pooling and Servicing Agreement does not provide for any successor special servicer to receive compensation in excess of that permitted to be received by its predecessor, except in the case where a successor cannot be found for existing compensation.  Any change to the compensation of the special servicer will require an amendment to the Pooling and Servicing Agreement.

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 (2) Business Days following the end of such Collection Period, a 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.

“Disclosable Special Servicer Fees” means, with respect to any mortgage loan, A/B Whole Loan, Loan Pair or REO Property, any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or 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, A/B Whole Loan, Loan Pair or REO Property and any purchaser of any mortgage loan, A/B Whole Loan, Loan Pair or REO Property) in connection with the disposition, workout or foreclosure of any mortgage loan (or A/B Whole Loan or Loan Pair, 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, other than (1) any Permitted Special Servicer/Affiliate Fees (defined below) and (2) any Special Servicer Compensation to which the special servicer is entitled pursuant to the Pooling and Servicing Agreement.

“Permitted Special Servicer/Affiliate Fees” means any commercially reasonable treasury management fees, banking fees, insurance commissions or 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, A/B Whole Loan, Loan Pair or REO Property, in each case, in accordance with 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, A/B Whole Loan or Loan Pair and any purchaser of any mortgage loan, A/B Whole Loan, Loan Pair or REO Property) in connection with the disposition, workout or foreclosure of any mortgage loan (or A/B

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Whole Loan or Loan Pair, 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 as expressly provided for in the Pooling and Servicing Agreement; provided that such prohibition will not apply to Permitted Special Servicer/Affiliate Fees.

Special Servicer Termination Events

“Special Servicer Termination Event” means, with respect to the special servicer under the Pooling and Servicing Agreement, any one of the following events:

● any failure by the special servicer to remit to the master servicer within one (1) Business Day of the date when due any amount required to be so remitted under the terms of the Pooling and Servicing Agreement;

● any failure by the special servicer to deposit into any account any amount required to be so deposited or remitted under the terms of the Pooling and Servicing Agreement which failure continues unremedied for one (1) Business Day following the date on which such deposit or remittance was first required to be made;

● any failure on the part of the special servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the special servicer contained in the Pooling and Servicing Agreement (other than, if and for so long as the Issuing Entity is subject to the reporting requirements of the Exchange Act, with respect to the duties described under “DESCRIPTION OF THE OFFERED CERTIFICATES—Evidence as to Compliance” in this free writing prospectus or certain other reporting duties imposed on it for purposes of compliance with Regulation AB and the Exchange Act to the extent described in the ninth bullet of this definition) which continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, is given to the special servicer by the depositor or the trustee; provided, such cure period may be extended to the extent necessary to permit the special servicer to cure such failure if (A) the special servicer certifies to the trustee and the depositor that the special servicer is in good faith attempting to remedy such failure and (B) the Certificateholders will not be materially and adversely affected thereby; provided, further, such cure period may not exceed ninety (90) days;

● any breach by the special servicer of the representations and warranties contained in the Pooling and Servicing Agreement that materially and adversely affects the interests of the Holders of any class of Certificates and that continues unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, is given to the special servicer by the depositor or the trustee, provided, such cure period may be extended to the extent necessary to permit the special servicer to cure such failure if (A) the special servicer certifies to the trustee and the depositor that the special servicer is in good faith attempting to remedy such breach and (B) the Certificateholders will not be materially and adversely affected thereby; provided, further, such cure period may not exceed ninety (90) days;

● 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, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, is entered against the special servicer and such decree or order remains in force undischarged or unstayed for a period of sixty (60) days;

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

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

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● (a) a servicing officer of the special servicer obtains knowledge that Moody’s has (i) qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates or securities backed by a B Note or Serviced Companion Loan or (ii) placed one or more classes of certificates on “watch status” in contemplation of a ratings downgrade or withdrawal (and, in the case of either of clauses (i) or (ii), such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by Moody’s within sixty (60) days of the date such servicing officer obtained such actual knowledge) and, in the case of either of clauses (i) or (ii), cited servicing concerns with the special servicer as the sole or material factor in such rating action, (b) the special servicer ceases to have a special servicer rating of at least “CSS3” from Fitch and such rating is not reinstated within sixty (60) days or (c) either (x) the special servicer has failed to maintain a ranking by Morningstar equal to or higher than “MOR CS3” as a special servicer, and such ranking is not reinstated within sixty (60) days of such event (if such special servicer has or had a Morningstar ranking on or after the Closing Date) or (y) if such special servicer has not been ranked by Morningstar on or after the Closing Date, Morningstar has (i) qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates, or (ii) placed one or more classes of certificates on “watch status” in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (i) or (ii), citing servicing concerns with the special servicer as the sole or material factor in such rating action (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by Morningstar within sixty (60) days of such event);

● if and for so long as the Issuing Entity (or a trust created pursuant to another pooling and servicing agreement) is subject to the reporting requirements of the Exchange Act, any failure by the special servicer or any Servicing Function Participant appointed by the special servicer to deliver any reporting items required to be delivered under Regulation AB and the Exchange Act by such entity under the Pooling and Servicing Agreement by the time required under the Pooling and Servicing Agreement after any applicable grace period; or

● if and for so long as the Issuing Entity (or a trust created pursuant to another pooling and servicing agreement) is subject to the reporting requirements of the Exchange Act, any failure by the special servicer to terminate any sub-servicer appointed by the special servicer for certain failures to deliver reporting items required to be delivered under Regulation AB and the Exchange Act.

The trustee may terminate the special servicer upon a Special Servicer Termination Event.  With respect to any Loan Pair, if a Special Servicer Termination Event has occurred that affects the holder of the related Serviced Companion Loan, such holder will have the right to direct the trustee to terminate the special servicer under the Pooling and Servicing Agreement solely with respect to such Loan Pair, other than with respect to than any rights such special servicer may have as a Certificateholder, entitlements to amounts payable to the special servicer at the time of termination and any entitlements of the terminated party that survive the termination.  The termination of the special servicer will be effective on the date specified in a written notice from the trustee to the special servicer.  During any Subordinate Control Period, the Controlling Class Representative will have the right to appoint a successor special servicer.  If a successor special servicer is not appointed within the time periods set forth in the Pooling and Servicing Agreement, the special servicer will be replaced by the trustee as described in the Pooling and Servicing Agreement.  The predecessor special servicer is required to cooperate with respect to the transfer of servicing and to pay for the expenses of its termination and replacement, if such termination is due to a voluntary resignation.

In addition, during any Senior Consultation Period, if the trust advisor determines that the special servicer is not performing its duties in accordance with the Servicing Standard, the trust advisor may recommend the replacement of the special servicer.  In such event, the trust advisor will be required to deliver to the trustee and the certificate administrator, with a copy to the special servicer, a written recommendation detailing the reasons supporting its position (along with relevant information justifying its recommendation) and recommending a suggested replacement special servicer, which must be a Qualified Replacement Special Servicer.  The certificate administrator will be required to notify each Certificateholder of the recommendation and post it on the certificate administrator’s internet website.  The replacement of the special servicer based on the trust advisor’s recommendation must be confirmed by an affirmative vote of Holders of Principal Balance Certificates evidencing greater than 50% of the aggregate Voting Rights of all Principal Balance Certificates on an aggregate basis; provided that if a proposed termination and replacement of the special servicer following the initial recommendation of the trust advisor is not

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consummated within one hundred eighty (180) days following the initial recommendation of the trust advisor, then the proposed termination and replacement will have no further force and effect.  If the Holders of such Principal Balance Certificates elect to remove and replace the special servicer, the trustee will be required to provide to each Rating Agency a Rating Agency Communication at that time.  If 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 that such successor special servicer is a Qualified Replacement Special Servicer, and will be subject to the terminated special servicer’s rights to indemnification, payment of outstanding fees, reimbursement of advances and other rights set forth in the Pooling and Servicing Agreement which survive termination.  The reasonable costs and expenses associated with the trust advisor’s identification of a Qualified Replacement Special Servicer, providing the Rating Agency Communications and administering the vote of the applicable Principal Balance Certificates will be an Additional Trust Expense.  The trustee will notify the outgoing special servicer promptly of the effective date of its termination.

A “Qualified Replacement Special Servicer” is a replacement special servicer that (i) satisfies all of the eligibility requirements applicable to special servicers in the Pooling and Servicing Agreement and, if applicable, any Intercreditor Agreement and (ii) is not, and is not an affiliate of, a current or former trust advisor.

The special servicer, any successor special servicer and any of their respective affiliates may not (i) pay, or become obligated, whether by agreement or otherwise, and whether or not subject to any condition or contingency, to pay the trust advisor or any affiliate thereof any fee, or otherwise compensate or grant monetary or other consideration to the trust advisor or any affiliate thereof (x) in connection with its obligations under the Pooling and Servicing Agreement or the performance thereof or (y) in connection with the appointment of such person as, or any recommendation by the trust advisor for such person to become, the successor special servicer, (ii) become entitled to receive any compensation from the trust advisor (x) in connection with its obligations under the Pooling and Servicing Agreement or the performance thereof or (y) in connection with the appointment of such person as, or any recommendation by the trust advisor for such person to become, the successor special servicer, or (iii) become entitled to receive any fee from the trust advisor or any affiliate thereof in connection with the appointment of such person as special servicer, unless, in each of the foregoing clauses (i) through (iii), such transaction has been expressly approved by 100% of the Certificateholders.

At any time the holder of a B Note or Serviced Companion Loan (including, prior to the Marriott Chicago River North Hotel Companion Loan Securitization Date, the holder of the Marriott Chicago River North Hotel Companion Loan), if and for so long as such holder is the related Directing Holder, may remove and replace the special servicer with respect to the related A/B Whole Loan or Loan Pair, respectively, with or without cause, to the extent set forth in the related Intercreditor Agreement and subject to the satisfaction of certain conditions as set forth in the related Intercreditor Agreement and during such time, neither the Controlling Class Representative nor any Certificateholder will have the right to remove or replace the special servicer with respect to the related A/B Whole Loan or Loan Pair without cause.  See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” in this free writing prospectus.

Replacement of the Special Servicer Without Cause

The special servicer may be removed, and a successor special servicer appointed, at any time, as follows:

(a)      during any Subordinate Control Period, the special servicer may be removed and a successor special servicer appointed at the direction of the Controlling Class Representative; and

(b)      during any Collective Consultation Period and any Senior Consultation Period, the special servicer may be removed and a successor special servicer appointed, in accordance with the procedures set forth below, at the written direction of Holders of the Certificates evidencing at least 75% of the aggregate Voting Rights of all Certificates.

The procedures for removing a special servicer during any Collective Consultation Period and any Senior Consultation Period will be as follows:  upon (i) the written direction of Holders of Certificates evidencing at least 25% of the Voting Rights of all classes of the Certificates requesting a vote to terminate and replace the special servicer with a proposed successor special servicer, (ii) payment by such Holders to the certificate administrator

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and/or the trustee of the reasonable fees and expenses to be incurred by the certificate administrator and/or the Issuing Entity in connection with administering such vote and (iii) delivery by, and at the expense of, such Holders to each Rating Agency (with a copy to the certificate administrator and the trustee) of a Rating Agency Communication with respect to the termination of the existing special servicer and the replacement thereof with the proposes successor, 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 mailing to their addresses appearing in the certificate register.  Upon the written direction of the Holders of Certificates evidencing at least 75% of the aggregate Voting Rights of all Certificates, 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 proposed successor special servicer; provided that if that written direction is not provided within one-hundred eighty (180) days of the initial request for a vote to terminate and replace the special servicer, then that written direction will have no force and effect.  The certificate administrator will 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 notices of such requests.

Any appointment of a successor special servicer by the Controlling Class Representative or by the Holders of the Certificates evidencing at least 75% of the aggregate Voting Rights of all Certificates (i) will be subject to delivery of a Rating Agency Communication to each Rating Agency (which Rating Agency Communications will be an expense of the Controlling Class Representative or such Holders, as applicable), and (ii) must be a Qualified Replacement Special Servicer.

Notwithstanding any of the foregoing to the contrary, the holder of a Serviced Companion Loan or B Note, to the extent set forth in the related Intercreditor Agreement and only for so long as such holder is the related Directing Holder, will have the sole right to terminate the special servicer with respect to the related Loan Pair or A/B Whole Loan, as applicable, without cause, upon the appointment and acceptance of such appointment by a successor to the special servicer; provided that such holder appoints in accordance with the Pooling and Servicing Agreement a successor special servicer (i) reasonably satisfactory to the trustee and the depositor and (ii) that agrees to assume and perform punctually the duties of the special servicer specified in the Pooling and Servicing Agreement.  The special servicer will not be terminated without cause until a successor special servicer has been appointed as described in this paragraph.  The holder of the applicable Serviced Companion Loan or B Note will be required to pay any costs and expenses incurred by the Issuing Entity in connection with the removal and appointment of a special servicer pursuant to this paragraph (unless such removal is based on certain termination events relating to payment failures and/or other breaches of the Pooling and Servicing Agreement).  If the holder of a Serviced Companion Loan or B Note terminates the special servicer with respect to the related Loan Pair or A/B Whole Loan, as applicable, and appoints a successor special servicer with respect to such Loan Pair or A/B Whole Loan, as applicable, then the Controlling Class Representative will not have the right to terminate any such successor special servicer without cause until the holder of the related mortgage loan included in the Issuing Entity is the Directing Holder with respect to such Loan Pair or A/B Whole Loan, as applicable, under the related Intercreditor Agreement.  See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” in this free writing prospectus.

“Rating Agency Communication” means, with respect to any action, any written communication intended for a Rating Agency relating to such action, which must be delivered at least ten (10) Business Days prior to completing such action, in electronic document format suitable for website posting to the 17g-5 Information Provider (which will be required to post such request on the 17g-5 Information Provider’s Website in accordance with the Pooling and Servicing Agreement).

“17g-5 Information Provider’s Website” means the internet website of the 17g-5 Information Provider, initially located at www.ctslink.com, under the “NRSRO” tab of the respective transaction, access to which is limited to the Rating Agencies and other NRSROs who have provided the certificate administrator a certificate either stating that it is either a Rating Agency or providing the required certifications pursuant to Rule 17g-5(e) under the Exchange Act.

Any information required to be delivered to the Rating Agencies pursuant to the Pooling and Servicing Agreement or requested by the Rating Agencies in connection with the Certificates or the mortgage loans, will first be provided to the 17g-5 Information Provider in electronic format (which will be required to post such information

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to the 17g-5 Information Provider’s Website in accordance with the Pooling and Servicing Agreement), and thereafter 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 party will have authority to communicate directly with the Rating Agencies regarding any of the mortgage loan documents or any matter related to the mortgage loans, the related mortgaged properties, the related borrowers or any other matters in connection with the Certificates or pursuant to the Pooling and Servicing Agreement, without the consent of the depositor.

Rating Agency Confirmations

“Rating Agency Confirmation” means, with respect to any matter, written confirmation (which may be in any format that is consistent with the policies, procedures or guidelines of the applicable Rating Agency at the time such Rating Agency Confirmation is sought, including, without limitation, by way of electronic communication, press release or any other written communication and need not be directed or addressed to any party to the Pooling and Servicing Agreement) 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 or withdrawal of the then-current rating assigned to any class of Certificates or, if applicable, any class of securities backed by a Serviced Companion Loan or securities related to a Non-Serviced Mortgage Loan, in each case, if then rated by the Rating Agency; provided that a written waiver or other acknowledgment from any Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought will be deemed to satisfy the requirement for the Rating Agency Confirmation from such Rating Agency with respect to such matter.  To the extent a rating agency has been engaged to rate any class of securities backed by a Serviced Companion Loan, a “Rating Agency Confirmation” will also require similar written confirmation from each such rating agency with respect to such securities.  To the extent a rating agency has been engaged to rate any class of securities backed by a Non-Serviced Companion Loan, a “Rating Agency Confirmation” will also require similar written confirmation from each such rating agency with respect to such securities to the extent the matter effects such Non-Serviced Companion Loan.

At any time during which no Certificates are rated by a Rating Agency, no Rating Agency Confirmation will be required from that Rating Agency.

Notwithstanding the terms of any related mortgage loan documents or other provisions of the Pooling and Servicing Agreement, if any action under any mortgage loan documents or the Pooling and Servicing Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) such Requesting Party will be required to confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (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 Rating Agency Confirmation, (x) with respect to any such condition in any mortgage loan document requiring such Rating Agency Confirmation or 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), then  the requirement for a Rating Agency Confirmation will be deemed not to apply, and (y) with respect to a replacement of the master servicer or special servicer, such condition will be deemed to be satisfied (i) if Fitch is the non-responding Rating Agency, the applicable replacement is rated at least “CMS3” (in the case of the master servicer) or “CSS3” (in the case of the special servicer), (ii) if Moody’s is the non-responding Rating Agency, the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all of the mortgage loans in other CMBS transactions and Moody’s has not cited servicing concerns of the applicable replacement as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other CMBS transaction rated by Moody’s and serviced by the applicable servicer prior to the time of determination, or (iii) if Morningstar is the non-responding Rating Agency, either (a) the applicable replacement has a master servicer or special servicer, as applicable, ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by Morningstar, is currently acting as a master servicer or special servicer, as applicable, on a deal or

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transaction-level basis for all or a significant portion of the related mortgage loans in other CMBS transactions rated by any NRSRO and the trustee does not have actual knowledge that Morningstar has, and the applicable replacement master servicer or special servicer certifies that Morningstar has not, with respect to any such other CMBS transaction, qualified, downgraded or withdrawn its rating or ratings on one or more classes of such CMBS transaction citing servicing concerns of the applicable replacement as the sole or material factor in such rating action.

Notwithstanding any of the foregoing to the contrary, for purposes of the provisions of any mortgage loan document relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral), release or substitution of any collateral, any Rating Agency Confirmation requirement in the mortgage loan documents with respect to which the master servicer or special servicer would have been required to make the determination described in the paragraph above will be deemed not to apply regardless of any such determination by the Requesting Party (or the master servicer or special servicer, as applicable); provided that the Requesting Party (or the master servicer or the special servicer, as applicable) will be required in any event to review the other conditions required under the related mortgage loan documents with respect to such defeasance, release or substitution and to confirm to its satisfaction in accordance with the Servicing Standard that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied.

The provisions for deeming a Rating Agency Confirmation requirement not to apply described above do not relieve the master servicer or the special servicer of its obligation to service the mortgage loans in accordance with the Servicing Standard as and to the extent provided in the Pooling and Servicing Agreement.

Waivers of Servicer Termination Events

A Master Servicer Termination Event (other than as described under the ninth or tenth bullet under the definition of “Master Servicer Termination Event”) or a Special Servicer Termination Event (other than as described under the ninth or tenth bullet under the definition of “Special Servicer Termination Event”) may be waived by the Certificateholders evidencing not less than 66-2/3% of the aggregate Voting Rights of the Certificates (except a default in making any required deposits to or payments from the Collection Account, the Distribution Account or in remitting payments as received, in each case in accordance with the Pooling and Servicing Agreement).

Withdrawals from the Collection Account

The master servicer may make withdrawals from the Collection Account for the following purposes, to the extent permitted, as well as any other purpose described in this free writing prospectus:  (i) to remit on or before each Master Servicer Remittance Date to the master servicer and the special servicer any Excess Penalty Charges, Excess Modification Fees, and Assumption Fees; (ii) to pay or reimburse the master servicer, the special servicer and the trustee, as applicable, pursuant to the terms of the Pooling and Servicing Agreement, for Servicing Advances (together with interest thereon calculated at the Advance Rate); (iii) with respect to any Non-Serviced Mortgage Loan, to pay or reimburse the applicable Non-Serviced Mortgage Loan Master Servicer, the applicable Non-Serviced Mortgage Loan Special Servicer and the applicable Non-Serviced Mortgage Loan Trustee for nonrecoverable advances (together with interest thereon) pursuant to the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement; (iv) to pay or reimburse the master servicer and the trustee pursuant to the terms of the Pooling and Servicing Agreement, for P&I Advances (together with interest thereon calculated at the Advance Rate); (v) to pay or reimburse the master servicer, the special servicer and the trust advisor, as applicable, pursuant to the terms of the Pooling and Servicing Agreement, for Master Servicing Fees, Special Servicing Fees, Trust Advisor Fees; (vi) to pay to the Distribution Account for withdrawal by the certificate administrator for payment to itself, the custodian and the trustee of its respective fees; (vii) to pay to the master servicer, the special servicer, the certificate administrator, the custodian, the trustee and/or, in respect of any Non-Serviced Mortgage Loan, any applicable Non-Serviced Mortgage Loan Master Servicer and any applicable Non-Serviced Mortgage Loan Special Servicer, pursuant to the terms of the Pooling and Servicing Agreement (or Non-Serviced Mortgage Loan Pooling and Servicing Agreement, as applicable), any Additional Trust Expenses payable to such parties; (viii) to pay to the special servicer any liquidation and workout fees; (ix) to pay to the master servicer, pursuant to the terms of the Pooling and Servicing Agreement, any net income and gain realized on the investment of funds deposited in the Collection Account; (x) to pay to the master servicer the aggregate Prepayment Interest Excesses relating to mortgage loans that are not Specially Serviced Mortgage Loans and to pay the special servicer the aggregate

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Prepayment Interest Excesses relating to Specially Serviced Mortgage Loans that were subject to voluntary prepayment; (xi) to pay to CREFC® (solely to the extent of funds available in the Collection Account following the withdrawal of the amounts described in clauses (i) through (x) above), the CREFC® License Fee; (xii) to withdraw funds deposited in the Collection Account in error; (xiii) to make payment on each Master Servicer Remittance Date of the remaining amount in the Collection Account to the Distribution Account (other than amounts to be held in the Interest Reserve Account; (xiv) to make payment on each Master Servicer Remittance Date to applicable reserve accounts; and (xv) to clear and terminate the Collection Account pursuant to a plan for termination and liquidation of the Issuing Entity.

Enforcement of “Due-On-Sale” and “Due-On-Encumbrance” Clauses

Subject to the discussion under “—The Controlling Class Representative” and “—The Trust Advisor” below, the master servicer (with respect to non-Specially Serviced Mortgage Loans (other than Non-Serviced Mortgage Loans) and with the special servicer’s consent) and the special servicer (with respect to Specially Serviced Mortgage Loans will be required to determine, in a manner consistent with the Servicing Standard, whether to waive any right the lender under any mortgage loan may have under a due-on-sale clause (which will include, without limitation, sale or transfers of mortgaged properties, in full or in part, or the sale or transfer of interests in the borrower or its owner, to the extent prohibited under the related loan documents), or a due-on-encumbrance clause, to accelerate payment of that mortgage loan.

With respect to due-on-sale clauses under non-Specially Serviced Mortgage Loans, A/B Whole Loans or Loan Pairs (but not any Non-Serviced Mortgage Loan), the master servicer will be required to review the proposed transaction and, whether or not it determines that approval of the transaction is favorable, make and submit its written recommendation and analysis to the special servicer with all information reasonably available to the master servicer that the special servicer may reasonably request in order to withhold or grant its consent, and in all cases the special servicer will be entitled (subject to the discussion under “—The Controlling Class Representative” and “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs”) to approve or disapprove the transaction.  However, the master servicer may not waive its rights or grant its consent under any due-on-sale clause with respect to a mortgage loan, unless the master servicer must have provided each Rating Agency and the 17g-5 Information Provider with a Rating Agency Communication if such mortgage loan (A) represents at least 5% of the aggregate Certificate Principal Balance of the Principal Balance Certificates, (B) has an unpaid principal balance that exceeds $35 million or (C) is one of the then current ten (10) largest mortgage loans or groups of cross-collateralized mortgage loans based on principal balance (provided that no such Rating Agency Communication will be required if such mortgage loan has an unpaid principal balance less than $5,000,000).

With respect to due-on-sale clauses under Specially Serviced Mortgage Loans, the special servicer, on behalf of the Issuing Entity will be required, after obtaining the consent of the Controlling Class Representative (during any Subordinate Control Period) or the Directing Holder (with respect to any A/B Whole Loan or Loan Pair), as applicable, and in accordance with the REMIC provisions, to take such actions as it deems to be in the best economic interest of the Issuing Entity in accordance with the Servicing Standard, and may waive or enforce such due-on-sale clause contained in the related mortgage loan.

Subject to the discussion under “—The Controlling Class Representative,” “—The Trust Advisor” and “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” below, with respect to due-on-encumbrance clauses, the master servicer (with respect to non-Specially Serviced Mortgage Loans and with the special servicer’s consent) and the special servicer (with respect to Specially Serviced Mortgage Loans), on behalf of the Issuing Entity, will be required, after obtaining the consent of the Controlling Class Representative (during any Subordinate Control Period) or the Directing Holder (with respect to any A/B Whole Loan or Loan Pair), as applicable, to determine, in a manner consistent with the Servicing Standard, whether to waive any right the lender under any mortgage loan may have under a due-on-encumbrance clause (which must include, without limitation, any mezzanine financing of the mortgagor or the mortgaged property or any sale or transfer of preferred equity in the mortgagor or its owners, to the extent prohibited under the related loan documents) to accelerate payment of that mortgage loan.

With respect to non-Specially Serviced Mortgage Loans (other than Non-Serviced Mortgage Loans), the master servicer will be required to review the proposed transaction and, whether or not it determines that approval of the

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transaction is favorable, make and submit its written recommendation and analysis to the special servicer with all information reasonably available to the master servicer that the special servicer may reasonably request in order to withhold or grant its consent, and in all cases the special servicer will be entitled (subject to the discussion under “—The Controlling Class Representative” and “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs”) to approve or disapprove the transaction.  However, neither the master servicer nor the special servicer may waive its rights or grant its consent under any due-on-encumbrance clause, unless it provides each Rating Agency with a Rating Agency Communication.

See “CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS—Foreclosure”, “—Due-on-Sale and Due-on-Encumbrance Provisions” and “—Default Interest and Limitations on Prepayments” in the attached prospectus.

Inspections

The master servicer at its own expense is required to inspect or cause to be inspected each mortgaged property (other than properties related to Specially Serviced Mortgage Loans or Non-Serviced Mortgage Loans) every calendar year with respect to mortgage loans or Loan Pairs with an unpaid principal balance of $2,000,000 or more, beginning in 2014, and at least once every other calendar year with respect to mortgage loans or Loan Pairs with an unpaid principal balance of less than $2,000,000, beginning in 2015, provided that the master servicer will be required, at the expense of the Issuing Entity, to inspect or cause to be inspected each mortgaged property related to a mortgage loan that has a debt service coverage ratio that falls below 1.0x, and provided, further, that with respect to any mortgage loan or Loan Pair that has an unpaid principal balance of less than $2,000,000 and has been placed on the CREFC® Servicer Watch List, the master servicer will be required to inspect or cause to be inspected the related mortgaged property every calendar year beginning in 2014 so long as such mortgage loan or Loan Pair continues to be on the CREFC® Servicer Watch List, but if such mortgage loan is no longer on the CREFC® Servicer Watch List at the time the inspection was scheduled, no such annual inspection will be required.  The master servicer will be required to prepare an inspection report relating to each inspection.  The special servicer will have the right (but not the obligation), in its sole discretion, to inspect or cause to be inspected (at its own expense) every calendar year any mortgaged property related to a mortgage loan that is not a Specially Serviced Mortgage Loan if the special servicer notifies the master servicer prior to such inspection.  The master servicer is not required to inspect any mortgaged property that has been inspected by the special servicer during the preceding twelve (12) months.

The special servicer is required to inspect (or cause to be inspected) (i) each mortgaged property securing each mortgage loan that becomes a Specially Serviced Mortgage Loan as soon as practicable after it becomes a Specially Serviced Mortgage Loan and thereafter at least every twelve (12) months until such mortgage loan ceases to be a Specially Serviced Mortgage Loan, and (ii) each mortgaged property related to a mortgage loan (other than any Non-Serviced Mortgage Loan) that is delinquent for sixty (60) days in the payment of any amounts due under such mortgage loan, and the cost of any such inspections will be treated as a Servicing Advance (or as an expense of the Issuing Entity if the Servicing Advance would be a Nonrecoverable Advance) and any out-of-pocket costs will be borne by the Issuing Entity.

The Controlling Class Representative

General

Except as otherwise described in the succeeding paragraphs below or under “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” in this free writing prospectus, (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 (which approval is deemed given if the special servicer does not object within fifteen (15) Business Days (or (i) in the case of an action relating to an A/B Whole Loan or Loan Pair (as long as the holder of the related B Note or Serviced Companion Loan is the Directing Holder of such A/B Whole Loan or Loan Pair), within the period expiring five (5) Business Days following the expiration of the related Directing Holder’s decision period under the related Intercreditor Agreement and (ii) in the case of a determination of an Acceptable Insurance Default, ninety (90) days) of receipt of a written analysis and recommendation from the Master Servicer together with any information in the possession of the master servicer that is reasonably required to make a decision regarding the

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subject action) and (b) 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 (i) during any Subordinate Control Period, as to which the Controlling Class Representative has objected in writing within ten (10) Business Days (or in the case of a determination of an Acceptable Insurance Default, thirty (30) days) or (ii) in the case of an action relating to an A/B Whole Loan or Loan Pair (as long as the holder of the related B Note or Serviced Companion Loan is the Directing Holder of such A/B Whole Loan or Loan Pair), as to which the related Directing Holder has objected within the decision period provided for under the related Intercreditor Agreement, in each case after receipt of the written recommendation and analysis from the special servicer together with any information in the possession of the special servicer that is reasonably necessary to make a decision regarding the subject action (provided that if such written objection has not been received by the special servicer within such period, the Controlling Class Representative will be deemed to have approved such action) (each of the following, a “Major Decision”);

● 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 as come into and continue in default;

● any modification, consent to a modification or waiver of any monetary term (other than late fees and default interest but including the timing of payments and the acceptance of discounted payoffs) or material non-monetary term of a mortgage loan or any extension of the maturity date of such mortgage loan;

● following a default or an event of default with respect to a mortgage loan, any acceleration of the mortgage loan or initiation of judicial, bankruptcy or similar proceedings under the related loan documents;

● any sale of a defaulted mortgage loan or REO Property for less than the applicable Purchase Price;

● any determination to bring a mortgaged property or an REO Property into compliance with applicable environmental laws or to otherwise address hazardous material located at a mortgaged property or an REO Property;

● any release of collateral or any acceptance of substitute or additional collateral for a mortgage loan or any consent to either of the foregoing, unless required or permitted pursuant to the specific terms of the related mortgage loan and for which there is no material lender discretion;

● any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a mortgage loan or, if lender consent is required, 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 (including the incurrence of mezzanine financing by an owner of the borrower not permitted under the related loan documents), other than any such transfer or incurrence of debt as may be effected without the consent of the lender under the related mortgage loan documents;

● any material modification, waiver or amendment of an intercreditor agreement, co-lender agreement, participation agreement or similar agreement with any mezzanine lender or subordinate debt holder related to a mortgage loan, or an action to enforce rights with respect thereto;

● any franchise changes (with respect to a mortgage loan for which the lender is required to consent or approve under the mortgage loan documents), or, with respect to a mortgage loan with an unpaid principal balance greater than $2,500,000, any material property management company changes, including approval of the termination of a manager and appointment of a new property manager;

● releases of any escrow accounts, reserve accounts or letters of credit held as performance reserves, other than those required pursuant to the specific terms of the related mortgage loan and for which there is no material lender discretion;

● any acceptance of an assumption agreement releasing a borrower, guarantor or other obligor from liability under a mortgage loan other than pursuant to the specific terms of such mortgage loan and for which there is no lender discretion;

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● any determination of an Acceptable Insurance Default;

● the modification, waiver, amendment, execution, termination or renewal of any lease, to the extent lender approval is required under the related loan documents and if such lease (a) involves a ground lease or lease of an outparcel and affects an area greater than or equal to the greater of (i) 10% of leasable space or (ii) 30,000 square feet, (b) is for over 50,000 square feet, or (c) otherwise constitutes a “major lease” or “material lease,” if applicable, under the related loan documents, including entering into any related subordination, non-disturbance and attornment agreement, subject to any deemed approval expressly set forth in the related lease;

● any adoption or implementation of a budget submitted by a borrower with respect to a mortgage loan (to the extent lender approval is required under the related mortgage loan documents), if the mortgage loan for the related mortgaged property is on the CREFC® servicer “watch list,” subject to any deemed approval expressly set forth in the related mortgage loan documents;

● the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of a borrower; and

● the exercise of the rights and powers granted under the related Intercreditor Agreement or mezzanine loan intercreditor agreement to the “Note A Holder,” the “Note A Controlling Holder,” the “Senior Lender,” the “Senior Loan Controlling Holder” or such other similar term as may be set forth in any such Intercreditor Agreement or mezzanine loan intercreditor agreement, as applicable, and/or the “Servicer” referred to therein, if and to the extent such rights or powers affect the priority, payments, consent rights or security interest with respect to the “Note A Holder,” the “Note A Controlling Holder,” the “Senior Lender,” the “Senior Loan Controlling Holder” or such other similar term;

provided that if the special servicer or master servicer (if the master servicer is otherwise authorized by the Pooling and Servicing Agreement to take such action), as applicable, determines that immediate action, with respect to a Major Decision or any other matter requiring consent of the Controlling Class Representative is necessary to protect the interests of the Certificateholders and, with respect to any A/B Whole Loan or Loan Pair, the holder of the related B Note or Serviced Companion Loan, the special servicer or master servicer, as applicable, may take any such action without waiting for such response.  Notwithstanding the foregoing, the special servicer is not required to obtain the consent of the Controlling Class Representative for any of the foregoing actions during any Collective Consultation Period or Senior Consultation Period; provided that the special servicer will be required to consult, on a non-binding basis (and to consider alternative actions recommended by each such party) (i) during any Collective Consultation Period and any Senior Consultation Period, with the trust advisor, as to any of the Major Decisions listed above, and (ii) during any Collective Consultation Period, with the Controlling Class Representative with respect to any of the Major Decisions listed above and any other matter as to which consent of the Controlling Class Representative would have been required if a Subordinate Control Period were then in effect.  No consultation will be binding on the special servicer.

“Acceptable Insurance Default” means, with respect to any mortgage loan (other than any Non-Serviced Mortgage Loan), A/B Whole Loan or Loan Pair, any default arising when the related mortgage loan documents require that the related mortgagor must maintain all risk casualty insurance or other insurance that covers damages or losses arising from acts of terrorism and the special servicer has determined, in its reasonable judgment in accordance with the Servicing Standard, but subject to the provisions of the Pooling and Servicing Agreement and the terms and conditions of any related Intercreditor Agreement, that (i) such insurance is not available at commercially reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties located in or near the geographic region in which the related mortgaged property is located (but only by reference to such insurance that has been obtained by such owners at current market rates), or (ii) such insurance is not available at any rate.

In addition, during any Subordinate Control Period, the Controlling Class Representative may direct the special servicer to take, or to refrain from taking, such other actions with respect to a mortgage loan, A/B Whole Loan or Loan Pair (other than any Non-Serviced Mortgage Loan or Non-Serviced Loan Combination, and other than any A/B Whole Loan or Loan Pair as long as the holder of the related B Note or Serviced Companion Loan is the Directing Holder of such A/B Whole Loan or Loan Pair) as the Controlling Class Representative may deem

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advisable.  The holder of the related B Note or Serviced Companion Loan will have such rights with respect to the related A/B Whole Loan or Loan Pair, as set forth in the applicable Intercreditor Agreement and without regard to the existence of any Subordinate Control Period, Collective Consultation Period or Senior Consultation Period.  Notwithstanding the foregoing, neither the master servicer nor the special servicer will be required to take or refrain from taking any action pursuant to instructions or objections from the Controlling Class Representative, B Note holder or Serviced Companion Loan holder that would cause it to violate applicable law, the related Mortgage Loan Documents, the Pooling and Servicing Agreement, including the Servicing Standard, or the REMIC provisions of the Code.  In addition to the foregoing, both the Controlling Class Representative and the holder of a Serviced Companion Loan, with respect to a Loan Pair, may have certain consultation rights with respect to material servicing decisions in connection with any B Note or Serviced Companion Loan to the extent set forth in the related Intercreditor Agreement.  See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” in this free writing prospectus.

The “Controlling Class Representative” is the representative appointed by more than 50% of the Holders of the Controlling Class, by Certificate Principal Balance, as determined by the certificate registrar from time to time; provided, however, that (1) absent that selection, or (2) until a Controlling Class Representative is so selected or (3) upon receipt of a notice from a majority of the Holders of the Controlling Class, by Certificate Principal Balance, that a Controlling Class Representative is no longer designated, the Holder of the Controlling Class that owns the largest aggregate Certificate Principal Balance of the Controlling Class will be the Controlling Class Representative; provided that if such Holder elects or has elected to not be the Controlling Class Representative, the Holder of the next largest aggregate Certificate Principal Balance will be the Controlling Class Representative; provided that, in the case of clause (3) of this definition, in the event no one Holder owns the largest (or next largest) aggregate Certificate Balance of the Controlling Class, then there will be no Controlling Class Representative until appointed in accordance with the terms of this Agreement.

In the event that no Controlling Class Representative has been appointed or identified to the master servicer or the special servicer, as applicable, and the master servicer or the special servicer, as applicable, has attempted to obtain such information from the certificate administrator and no such entity has been identified to the master servicer or the special servicer, as applicable, then until such time as a new Controlling Class Representative is identified, the master servicer or the special servicer, as applicable, will have no duty to consult with, provide notice to or seek the approval or consent of any such Controlling Class Representative, as the case may be.

The “Controlling Class” means, as of any time of determination, the most subordinate class of Control Eligible Certificates then outstanding that has an aggregate Certificate Principal Balance (taking into account the application of any Appraisal Reductions to notionally reduce the aggregate Certificate Principal Balance of such class) at least equal to 25% of the initial Certificate Principal Balance of such class; provided that if no class of Control Eligible Certificates has an aggregate Certificate Principal Balance (taking into account the application of any Appraisal Reductions to notionally reduce the aggregate Certificate Principal Balance of such class) at least equal to 25% of the initial aggregate Certificate Principal Balance of such class, then the Controlling Class will be the most senior class of Control Eligible Certificates.  The Controlling Class as of the Closing Date will be the Class J Certificates.  In no event will any  class of Certificates that does not constitute a Control Eligible Class as of the Closing Date be entitled to constitute a Controlling Class or appoint a Controlling Class Representative.

A “Subordinate Control Period” means any period when the Certificate Principal Balance of the Class G Certificates (taking into account the application of Appraisal Reductions to notionally reduce the Certificate Principal Balance of such Class) is at least 25% of the initial Certificate Principal Balance of the Class G Certificates.

A “Collective Consultation Period” means any period when both (i) the Certificate Principal Balance of the Class G Certificates (taking into account the application of Appraisal Reductions to notionally reduce the Certificate Principal Balance of such Class), is less than 25% of the initial Certificate Principal Balance of the Class G Certificates and (ii) the Certificate Principal Balance of the Class G Certificates (without regard to any Appraisal Reductions allocable to such Class), is at least 25% of the initial Certificate Principal Balance of the Class G Certificates.

A “Senior Consultation Period” means a period when the Certificate Principal Balance of the Class G Certificates (without regard to any Appraisal Reductions allocable to such Class) is less than 25% of the initial

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Certificate Principal Balance of the Class G Certificates.  During any Senior Consultation Period, the Controlling Class Representative will have no consent or consultation rights under the Pooling and Servicing Agreement except for such rights available to it as a Certificateholder, or such other rights that are available during the Senior Consultation Period in accordance with the Pooling and Servicing Agreement.

The “Control Eligible Certificates” will be any of the Class G, Class H and Class J Certificates.

In addition, during any Subordinate Control Period, subject to the satisfaction of certain conditions and the rights of any Directing Holder in respect of any A/B Whole Loan or Loan Pair as described above under “—Replacement of the Special Servicer Without Cause,” the Controlling Class Representative will have the right to remove the special servicer at any time, with or without cause, upon the appointment and acceptance of such appointment by a successor special servicer appointed by the Controlling Class Representative; provided that, prior to the effectiveness of any such appointment the trustee has provided each Rating Agency with a Rating Agency Communication.  The Controlling Class Representative will be required to pay costs and expenses incurred in connection with the removal and appointment of a special servicer (unless such removal is based on certain events or circumstances specified in the Pooling and Servicing Agreement).

The majority of the Holders of the Controlling Class may elect the Controlling Class Representative.  The majority of the Holders of the Controlling Class may remove and replace the Controlling Class Representative at any time by written vote, with or without cause, and a copy of the results of such vote must be delivered to each of the parties to the Pooling and Servicing Agreement.

The Controlling Class Representative will be responsible for its own expenses.

During any Senior Consultation Period, the Controlling Class Representative will have no consultation 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 Controlling Class Representative set forth in the Pooling and Servicing Agreement.

Notwithstanding anything to the contrary in this free writing prospectus, the Controlling Class Representative will not have any rights to consent to or direct the special servicer or master servicer with respect to any Major Decision or any other material action involving an A/B Whole Loan or Loan Pair (including, prior to the Marriott Chicago River North Hotel Companion Loan Securitization Date, the Marriott Chicago River North Hotel Loan Pair), or to remove, replace or appoint the special servicer with respect to any such A/B Whole Loan or Loan Pair for so long as the holder of the related B Note or Serviced Companion Loan is the related Directing Holder.  See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs,” “RISK FACTORS—Risks Related to the Offered Certificates—Realization on a Mortgage Loan That Is Part of an A/B Whole Loan or Loan Pair May Be Adversely Affected by the Rights of the Related Directing Holder” and “SERVICING OF THE MORTGAGE LOANS—The Controlling Class Representative” in this free writing prospectus.  The Controlling Class Representative will also not have any consent or consultation rights with respect to any Non-Serviced Mortgage Loan (including the Marriott Chicago River North Hotel Mortgage Loan following the Marriott Chicago River North Hotel Companion Loan Securitization Date) except for the non-binding consultation rights set forth in the related Intercreditor Agreement.  See “DESCRIPTION OF THE MORTGAGE POOL—The Non-Serviced Loan Combinations—The Southdale Center Non-Serviced Loan Combination” and “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs—The Marriott Chicago River North Hotel Intercreditor Agreement—Consultation and Control” in this free writing prospectus.

Limitation on Liability of the Controlling Class Representative

The Controlling Class Representative will not be liable to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action with or as permitted under the Pooling and Servicing Agreement.

Each Certificateholder (by its acceptance of its Certificates) acknowledges and agrees that (i) the Controlling Class Representative, the Directing Holders and/or the Holders of the Control Eligible Certificates may each have special relationships and interests that conflict with those of Holders of the other classes of Certificates; (ii) the Controlling Class Representative and/or the Holders of the Control Eligible Certificates may act solely in the

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interests of the Holders of the Control Eligible Certificates (or any of them) and any Directing Holder may act solely in its own interests; (iii) the Controlling Class Representative, the Holders of the Control Eligible Certificates and the Directing Holders do not have any duties to the Holders of any class of Certificates; (iv) the Controlling Class Representative and/or the Holders of the Control Eligible Certificates may take actions that favor interests of the Holders of the Control Eligible Certificates (or any of them), and any Directing Holder may take actions that favor its interests, in each case, over the interests of the Holders of one or more other classes of Certificates; (v) none of the Controlling Class Representative, the Holders of the Control Eligible Certificates and/or the Directing Holders will have any liability whatsoever to the Issuing Entity, the other parties to the Pooling and Servicing Agreement, the Certificateholders or any other person (including any borrower under a mortgage loan) for having acted or having refrained from acting in accordance with or as permitted under the terms of the Pooling and Servicing Agreement; and (vi) the Certificateholders may not take any action whatsoever against the Controlling Class Representative, the Controlling Class, any Holder of a Control Eligible Certificate, any Directing Holder or any of the respective affiliates, directors, officers, shareholders, members, partners, agents or principals thereof as a result of the Controlling Class Representative, the Controlling Class, the Holders of the Control Eligible Certificates and/or any Directing Holder, as applicable, for having acted or having refrained from acting in accordance with the terms of and as permitted under the Pooling and Servicing Agreement.

Under circumstances where it is authorized or required to do so by the Pooling and Servicing Agreement, the taking, or refraining from taking, of any action by the master servicer or the special servicer in accordance with the direction of or approval of the Controlling Class Representative, which does not violate any law, REMIC provisions or the Servicing Standard or the provisions of the Pooling and Servicing Agreement, the related mortgage loan documents or any Intercreditor Agreement, will not result in any liability on the part of the master servicer or the special servicer.

The Trust Advisor

General Obligations

The trust advisor, as an independent contractor, will be required to review the special servicer’s operational practices in respect of Specially Serviced Mortgage Loans and REO Properties, consult (on a non-binding basis) with the special servicer and perform each other obligation of the trust advisor as described in this section and as set forth in the Pooling and Servicing Agreement in accordance with the Trust Advisor Standard.  The “Trust Advisor Standard” means the trust advisor is required to act solely on behalf of the Issuing Entity and in the best interest of, and for the benefit of, all of the Certificateholders (as a collective whole as if such Certificateholders constituted a single lender), and not any particular class of those Certificateholders (as determined by the trust advisor in the exercise of its good faith and reasonable judgment).  The trust advisor will not owe any fiduciary duty to the master servicer, the special servicer, the certificate administrator, the trustee, any Holder of a Certificate or any other person in connection with the Pooling and Servicing Agreement. In addition, although the trust advisor is required to consider the Servicing Standard in assessing servicer performance under the pooling and servicing agreement, the trust advisor itself is bound by the Trust Advisor Standard above (not the Servicing Standard) in carrying out its duties under the pooling and servicing agreement.

The trust advisor will be required to promptly review all information available to Privileged Persons on the certificate administrator’s website related to any Specially Serviced Mortgage Loan or REO Property and included as part of the CREFC® investor reporting package and each Asset Status Report delivered to the trust advisor by the special servicer (provided that during any Subordinate Control Period, the trust advisor may only review Final Asset Status Reports).

The trust advisor will be required to keep all Privileged Information confidential and may not disclose any Privileged Information to any other person (including any Certificateholders), other than to the other parties to the Pooling and Servicing Agreement, to the extent expressly required by the Pooling and Servicing Agreement, which parties, in turn, if they have been advised that such information is Privileged Information, may not without the prior written consent of the special servicer and the Controlling Class Representative and any related Directing Holder (with respect to an A/B Whole Loan or Loan Pair as to which the holder of the related B Note or Serviced Companion Loan, as applicable, or its designee is the related Directing Holder), as applicable, disclose such information to any other person, except that such parties and the trust advisor may disclose such information to the

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extent that (a) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by such parties, (b) it is reasonable and necessary for such parties to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such party and not otherwise subject to a confidentiality obligation and/or (d) such disclosure is required by applicable law, as evidenced by an opinion of counsel (which, in the case of any opinion of counsel for the trust advisor, will be a Trust Advisor Expense) delivered to the trust advisor, the special servicer, the Controlling Class Representative, the related Directing Holder (with respect to an A/B Whole Loan or Loan Pair as to which the holder of the related B Note or Serviced Companion Loan, as applicable, or its designee is the related Directing Holder), the certificate administrator and the trustee.

“Asset Status Report” means, with respect to any Specially Serviced Mortgage Loan, a report recommending the taking of certain actions for each Specially Serviced Mortgage Loan prepared by the special servicer not later than forty-five (45) days after the servicing of such mortgage loan is transferred to the special servicer, and containing the following information to the extent reasonably determinable:  (i) a summary of the status of such Specially Serviced Mortgage Loan and any negotiations with the related borrower; (ii) a discussion of the legal and environmental considerations reasonably known to the special servicer (including without limitation by reason of any environmental assessments), consistent with the Servicing Standard, that are applicable to the exercise of remedies or enforcement of rights for such Specially Serviced Mortgage Loan; (iii) the most current rent roll and income or operating statement available for the related mortgaged properties; (iv) a summary of the special servicer’s recommended action with respect to such Specially Serviced Mortgage Loan; (v) the appraised value of the related mortgaged properties, together with the assumptions used in the calculation thereof; and (vi) such other information as the Special Servicer deems relevant in light of the Servicing Standard.

“Final Asset Status Report” means, with respect to any Specially Serviced Mortgage Loan, each related Asset Status Report, together with such other data or supporting information provided by the special servicer to the Controlling Class Representative or the related Directing Holder, in each case, which does not include any communications (other than the related Final Asset Status Report) between the special servicer and Controlling Class Representative, or the related Directing Holder, as applicable, with respect to such Specially Serviced Mortgage Loan; provided that no asset status report will be considered to be a Final Asset Status Report unless (i) the Controlling Class Representative (during any Subordinate Control Period) or, with respect to any A/B Whole Loan or Loan Pair, the related 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, or has been deemed to approve or consent to such action or (ii) the asset status report is otherwise implemented by the special servicer in accordance with the terms of the Pooling and Servicing Agreement.

“Privileged Information” means (i) any correspondence or other communications between the Controlling Class Representative or the related Directing Holder with respect to an A/B Whole Loan or Loan Pair, on the one hand, and the special servicer (or the master servicer, the certificate administrator, the custodian and/or the trustee), on the other hand, related to any Specially Serviced Mortgage Loan or the exercise of the consent or consultation rights of the Controlling Class Representative or the related Directing Holder under the Pooling and Servicing Agreement, (ii) any correspondence or communications between the Controlling Class Representative and the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer or other party related to the exercise of any consultation rights with respect to a Non-Serviced Mortgage Loan, (iii) 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 (iv) legally privileged information.

Annual Meeting; Annual Report

During any Collective Consultation Period and any Senior Consultation Period, within sixty (60) days after the end of each calendar year during which any mortgage loan was a Specially Serviced Mortgage Loan or any mortgaged property was an REO Property, the trust advisor will be required to meet with representatives of the special servicer to perform a review of the special servicer’s operational practices in light of the Servicing Standard and the requirements of the Pooling and Servicing Agreement and will be required to discuss the special servicer’s stated policies and procedures, operational controls and protocols, risk management systems, intellectual resources, the special servicer’s reasoning for believing it is in compliance with the Pooling and Servicing Agreement and

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other pertinent information the trust advisor may consider relevant, in each case, insofar as such information relates to the resolution or liquidation of Specially Serviced Mortgage Loans and REO Properties.

The trust advisor must provide the special servicer at least thirty (30) days’ prior written notice of the date proposed for any such annual meeting.  The trust advisor and the special servicer will be required to determine a mutually acceptable date for the annual meeting, and the trust advisor will be required to deliver, at least fourteen (14) days prior to such annual meeting, a proposed written agenda to the special servicer identifying the Asset Status Reports to be discussed.  The trust advisor and the special servicer may discuss any of the Asset Status Reports produced and any Specially Serviced Mortgage Loan and any REO Property as part of the trust advisor’s annual assessment of the special servicer’s performance under the Pooling and Servicing Agreement.  The special servicer will be required to make available senior staff with relevant knowledge regarding the applicable Specially Serviced Mortgage Loans and REO Properties and the related platform level information for each annual meeting.

During any Collective Consultation Period and any Senior Consultation Period, based on the trust advisor’s meeting with the special servicer, the trust advisor’s review of any Asset Status Reports and other information delivered to the trust advisor by the special servicer (other than any communications between the Controlling Class Representative or a Directing Holder and the special servicer that would be Privileged Information) and any other information available to Privileged Persons on the certificate administrator’s website, the trust advisor will be required, in each case, to deliver an annual report within 120 days of the end of the prior calendar year to the certificate administrator and the 17g-5 Information Provider, each of which will be required to make such report available to Privileged Persons via its website.  Each of the special servicer and, during any Collective Consultation Period, the Controlling Class Representative will be given an opportunity to review any such annual report at least three (3) Business Days prior to its delivery to the certificate administrator and the 17g-5 Information Provider.  Such annual report will set forth the trust advisor’s assessment of the special servicer’s performance of its duties under the Pooling and Servicing Agreement during the prior calendar year on a platform-level basis with respect to the resolution or liquidation of Specially Serviced Mortgage Loans and REO Properties.  Such annual report will also be required to (A) 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 or liquidation of Specially Serviced Mortgage Loans and REO Properties and (B) comply with all of the confidentiality requirements set forth in the Pooling and Servicing Agreement regarding Privileged Information.  No such annual report will be required to be prepared or delivered in any calendar year during which no annual meeting has occurred or with respect to any calendar year during which no asset status reports have been prepared.

During any Subordinate Control Period, there will be no annual meeting with the special servicer or annual report and the trust advisor’s obligations will be limited to the review described under “—General Obligations” above.

Consultation Duties of the Trust Advisor

During any Subordinate Control Period, the special servicer will be required to forward any Appraisal Reduction 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 Mortgage Loan to the trust advisor after such calculations have been finalized.  The trust advisor will be required to review such calculations but may not take any affirmative action with respect to such Appraisal Reduction calculations and/or net present value calculations.

During any Collective Consultation Period and any Senior Consultation Period, after the calculation but prior to the utilization by the special servicer of any of the calculations related to (i) Appraisal Reductions or (ii) net present value, the special servicer will be required to promptly forward such calculations, and the special servicer will also be required to promptly forward any supporting material or additional information necessary in support thereof (including such additional information reasonably requested by the trust advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Information), to the trust advisor but in any event no later than two (2) Business Days after preparing such calculations.  The trust advisor will be required promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting or additional materials, to recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portions of the applicable formulas required to be utilized in connection with any such calculation

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prior to utilization by the special servicer; provided that with respect to any A/B Whole Loan and any Loan Pair, the trust advisor will not be permitted to recalculate or verify any such calculation performed by the special servicer with respect to any B Note or Serviced Companion Loan for so long as the holder of the related B Note or Serviced Companion Loan, as applicable, is the related Directing Holder.  The trust advisor may not opine on or call into question these calculations, other than with respect to mathematical errors.  If the trust 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 trust advisor and the special servicer will be required to consult with each other in order to resolve any disagreement within five (5) Business Days of delivery of such calculations.  If the trust advisor and special servicer are not able to resolve such disagreement prior to the end of such 5-Business Day period, the trust advisor will be required to promptly notify the trustee of such disagreement, and the trustee will be required to determine which calculation is to apply.  In making such determination, the trustee may hire an independent third-party to assist with any such calculation at the expense of the Issuing Entity.

During any Collective Consultation Period and any Senior Consultation Period,  the special servicer will be required to consult (on a non-binding basis) with the trust advisor in connection with any Major Decision involving any mortgage loan, A/B Whole Loan, Loan Pair or any related REO Property and consider alternative actions recommended by the trust advisor; provided that with respect to matters relating to any A/B Whole Loan and any Loan Pair, the special servicer will only be required to consult with the trust advisor in respect of such A/B Whole Loan or Loan Pair, as applicable, if the holder of the related B Note or Serviced Companion Loan, as applicable, is not, or has ceased to be, the related Directing Holder.  Moreover, the trust advisor will have no consultation rights with respect to any Non-Serviced Mortgage Loan (which will be serviced pursuant to the applicable Non-Serviced Mortgage Loan Pooling and Servicing Agreement) or the Marriott Chicago River North Hotel Mortgage Loan.

The trust advisor will not review the activities of any other special servicer with respect to the securitization of any Non-Serviced Pari Passu Companion Loan or the Marriott Chicago River North Hotel Companion Loan, and as a result will not provide a review of any special servicing actions in respect of any Non-Serviced Pari Passu Mortgage Loan or the Marriott Chicago River North Hotel Mortgage Loan.  The trust advisor with respect to any securitization of a Non-Serviced Pari Passu Companion Loan, including the Marriott Chicago River North Hotel Companion Loan following the securitization thereof, will act as trust advisor with respect to the related Non-Serviced Pari Passu Mortgage Loan pursuant to the related pooling and servicing agreement.

The trust advisor is not a servicer and will not be obligated to change the outcome on any particular Specially Serviced Mortgage Loan.  Certificateholders will be deemed to have acknowledged and agreed that there could be multiple strategies to resolve any Specially Serviced Mortgage Loan and the directive of the trust advisor’s participation in any resolution process 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 trust 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—Your Lack of Control Over the Issuing Entity Can Create Risks” in this free writing prospectus.

The ability to perform the duties of the trust advisor and the quality and the depth of any trust advisor annual report will be dependent upon the timely receipt of information required to be delivered to the trust advisor and the accuracy and the completeness of such information.  In addition, it is possible that the lack of access to Privileged Information may limit or prohibit the trust advisor from performing its duties under the Pooling and Servicing Agreement.

Trust Advisor Fees

The trust advisor will be entitled to a trust advisor fee (the “Trust Advisor Fee”) equal to the Trust Advisor Fee Rate applied to the outstanding principal balance of each mortgage loan (other than any Non-Serviced Mortgage Loan or the Marriott Chicago River North Hotel Mortgage Loan), including if such mortgage loan becomes an REO Mortgage Loan, which fee will be calculated on the same interest accrual basis as the related mortgage loan and will be prorated for any partial periods.  The “Trust Advisor Fee Rate” means a rate equal to 0.00125% (0.125 basis points) per annum.  The Trust Advisor Fee will be payable monthly from amounts received in respect of each

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mortgage loan (other than any Non-Serviced Mortgage Loan or the Marriott Chicago River North Hotel Mortgage Loan) and REO Mortgage Loan.

Except as described above, the trust advisor and any of its affiliates may not accept any fees or other compensation or other consideration (x) in respect of the trust advisor’s obligations under the Pooling and Servicing Agreement or the performance thereof or (y) in connection with the appointment of a successor special servicer or the recommendation by the trust advisor for a replacement special servicer to become the special servicer under the Pooling and Servicing Agreement.

The Trust Advisor Fee will be payable from funds on deposit in the Collection Account out of amounts otherwise available to make distributions on the Certificates as described in “SERVICING OF THE MORTGAGE LOANS—Withdrawals from the Collection Account” in this free writing prospectus.

Resignation of the Trust Advisor

The trust advisor will have the right to resign from its obligations and duties under the Pooling and Servicing Agreement and recommend the replacement of the trust advisor, provided that the trust advisor (i) pays or reimburses the certificate administrator or the Issuing Entity, as applicable, for all of the reasonable costs and expenses to be incurred by the certificate administrator, the trust advisor and/or the Issuing Entity, as applicable, in connection with obtaining the vote to replace the trust advisor (and such fees and expenses will not constitute Additional Trust Expenses), (ii) pays any amounts in the nature of Trust Advisor Fees, costs or expenses, to the extent such amounts are in excess of the amounts being paid to the trust advisor prior to its resignation, necessary to obtain or payable to a replacement trust advisor, (iii) except in the case of a recommended replacement that is an Eligible Trust Advisor, obtains the consent of the Controlling Class Representative (which consent must be obtained prior to any solicitation of votes described below) during any Subordinate Control Period and any Collective Consultation Period, which consent will be deemed to have been granted if no objection is made within thirty (30) days following the Controlling Class Representative’s receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn and (iv) except in the case of a recommended replacement that is an Eligible Trust Advisor, obtains the requisite vote of Certificateholders as provided below.  In such event, the trust advisor will be required to deliver to the certificate administrator, with a copy to the trustee, the 17g-5 Information Provider and the special servicer, a written recommendation detailing the reasons supporting its position (along with relevant information justifying its recommendation) and recommending a suggested replacement trust advisor.  The certificate administrator will be required to post such written recommendation to its website.  The trust advisor’s recommendation of a successor trust advisor must be confirmed by an affirmative vote of Holders of Principal Balance Certificates evidencing at least 66 2/3% of the aggregate Voting Rights of all Principal Balance Certificates; provided that if any Holder of a Principal Balance Certificate does not affirmatively object to such written recommendation within 180 days of the posting of such recommendation, then such Holder will be deemed to have consented to the recommended replacement trust advisor.  If so confirmed, the trustee will then be required to terminate all of the rights and obligations of the trust advisor under the Pooling and Servicing Agreement and to appoint the successor trust advisor approved by the Certificateholders (provided that such successor trust advisor is an Eligible Trust Advisor).  Such termination will be subject to the terminated trust advisor’s rights to indemnification, payment of outstanding fees, reimbursement of expenses and other rights set forth in the Pooling and Servicing Agreement that survive termination.

In addition, the trust advisor will be permitted to resign from the obligations and duties under the Pooling and Servicing Agreement if it determines that its duties under the Pooling and Servicing Agreement 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.  Any such determination permitting the resignation of the trust advisor must be evidenced by an opinion of counsel to such effect delivered to the master servicer, the certificate administrator, the depositor and the trustee.  No such resignation will become effective until a successor trust advisor meeting the eligibility requirements described in this free writing prospectus has assumed the trust advisor’s responsibilities and obligations under the Pooling and Servicing Agreement.

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Trust Advisor Termination Events

The following constitute trust advisor termination events under the Pooling and Servicing Agreement (each, a “Trust 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:

● any failure by the trust 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 thirty (30) days after the date on which written notice of such failure is given to the trust advisor by the trustee or the certificate administrator or to the trust advisor and the certificate administrator by the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates; provided, however, that with respect to any such failure which is not curable within such 30-day period, the trust advisor will have an additional cure period of thirty (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;

● any failure by the trust advisor to perform in accordance with the Trust Advisor Standard which failure continues unremedied for a period of thirty (30) days;

● any failure by the trust advisor to be an Eligible Trust Advisor, which failure continues unremedied for a period of thirty (30) days;

● a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been entered against the trust advisor, and such decree or order has remained in force undischarged or unstayed for a period of sixty (60) days;

● the trust 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 trust advisor or of or relating to all or substantially all of its property;

● the trust advisor admits in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or

● if and for so long as the Issuing Entity is subject to the reporting requirements of the Exchange Act, any failure by the trust advisor to deliver any reporting items required to be delivered under Regulation AB and the Exchange Act by the time required under the Pooling and Servicing Agreement after any applicable grace period.

Upon receipt by the certificate administrator of notice of the occurrence of any Trust Advisor Termination Event, the certificate administrator will be required to promptly post such notice on its internet website, unless the certificate administrator is notified that such Trust Advisor Termination Event has been remedied.

“Eligible Trust Advisor” means an entity that (i) (A) is (or as to which each of the personnel responsible for supervising the obligations of the Trust Advisor is) (I) regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five (5) years of experience in collateral analysis and loss projections, and (II) has (or as to which each of the personnel responsible for supervising the obligations of the Trust Advisor has) at least five (5) years of experience in commercial real estate asset management and in the workout and management of distressed commercial real estate assets or (B) is the special servicer or trust advisor/operating advisor on a commercial mortgage-backed securities transaction rated by DBRS, KBRA, Fitch, Moody’s, Morningstar or S&P (including, in the case of Situs Holdings, LLC, this transaction) but

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has not been special servicer on a transaction for which DBRS, KBRA, Fitch, Moody’s, Morningstar or S&P has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such transaction citing servicing concerns with the special servicer as the sole or material factor in such rating action, (ii) is not the depositor, a mortgage loan seller, the master servicer, the special servicer or an affiliate of any of the foregoing, (iii) can and will make the representations and warranties set forth in the Pooling and Servicing Agreement, (iv) is not the Controlling Class Representative, a Directing Holder or an affiliate of the Controlling Class Representative or a Directing Holder and (v) has not been paid by the 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 Trust Advisor Termination Event

If a Trust Advisor Termination Event occurs, then, and in each and every such case, so long as such Trust 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 all of the Certificates, the trustee will be required to, terminate all of the rights and obligations of the trust advisor under the Pooling and Servicing Agreement, other than the right to receive accrued and unpaid fees and expense reimbursements and the right to indemnification under the Pooling and Servicing Agreement.

As soon as practicable, but in no event later than fifteen (15) Business Days (or such longer period of time as may be reasonably necessary to find a willing successor trust advisor if no willing successor trust advisor can be identified in such fifteen (15) Business Day period) after the trustee or the certificate administrator delivers such written notice of termination to the trust advisor, the trustee will appoint a successor trust advisor that is an Eligible Trust Advisor (which successor trust advisor may be an affiliate of the trustee).  If the trustee is the successor master servicer or the successor special servicer, neither the trustee nor any of its affiliates will be the successor trust advisor.  The appointment of the trust advisor will not be subject to the vote, consent or approval of the Holder of any class of Certificates; provided that during any Subordinate Control Period or any Collective Consultation Period, the Controlling Class Representative will have the right to consent, such consent not to be unreasonably withheld, to any replacement trust advisor; provided, further, that such consent will be deemed to have been granted if no objection is made within ten (10) Business Days following the Controlling Class Representative’s receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.  The trustee has not been liability for any failure to find a suitable Eligible Trust Advisor to serve as a successor trust advisor.

Upon any termination of the trust advisor and appointment of a successor to the trust advisor, the trustee will, as soon as possible, be required to give written notice of the termination and appointment to the special servicer, the master servicer, the certificate administrator, the 17g-5 Information Provider, the depositor, the Controlling Class Representative (but only during any Subordinate Control Period or any Collective Consultation Period) and the Certificateholders.  If no Eligible Trust Advisor has been appointed in accordance with the Pooling and Servicing Agreement, no party will act as successor trust advisor.

If the trust advisor is terminated for any reason, it will remain entitled to any accrued and unpaid fees and trust advisor expenses, as well as indemnification in respect of the period during which it acted as trust advisor, which will be payable in accordance with the priorities and subject to the limitations described in this free writing prospectus and set forth in the Pooling and Servicing Agreement.

Termination of the Trust Advisor Without Cause

Upon (i) the written direction of Certificateholders evidencing not less than 25% of the Voting Rights of the Certificates requesting a vote to terminate and replace the trust advisor with a proposed successor trust advisor that is an Eligible Trust Advisor, (ii) payment by such holders to the certificate administrator, the trust advisor and the Issuing Entity, as applicable, of the reasonable fees and expenses to be incurred by the certificate administrator, the trust advisor and/or the Issuing Entity, as applicable, in connection with such vote (and such fees and expenses will not constitute Additional Trust Expenses), and (iii) obtaining the consent (which will be obtained prior to any solicitation of votes as set forth in the Pooling and Servicing Agreement) of the Controlling Class Representative

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during any Subordinate Control Period or any Collective Consultation Period (such consent not to be unreasonably withheld, and such consent deemed to have been granted if no objection is made within ten (10) business days following the Controlling Class Representative’s receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn, the certificate administrator will be required to promptly provide written notice to all Certificateholders of such request by (i) posting such notice on its internet website and (ii) mailing to their addresses appearing in the certificate register.  The Holders of more than 75% of the Voting Rights of the Certificates may direct the trustee to either (i) terminate (in which case the trustee will terminate) all of the rights and obligations of the trust advisor under the Pooling and Servicing Agreement by written notice to the trust advisor, and appoint (and the trustee will so appoint) the proposed successor trust advisor, unless such direction is not given within one hundred eighty (180) days of the initial request in which case such direction will have no force or effect, or (ii) terminate (in which case the trustee will terminate) all of the rights and obligations of the trust advisor under the Pooling and Servicing Agreement by written notice to the trust advisor and not appoint a successor trust advisor (and no trust advisor will be appointed), in which case all references to trust advisor in the Pooling and Servicing Agreement will be of no force and effect; provided that if the Holders of at least 25% of the Voting Rights of the Certificates subsequently request a vote to reinstate the role of trust advisor and appoint a new trust advisor under the Pooling and Servicing Agreement, and the Holders of at least 75% of the Voting Rights of the Certificates vote in favor of such reinstatement and appointment, then a new trust advisor will be appointed and references to trust advisor in the Pooling and Servicing Agreement will again be applicable.  During any Subordinate Control Period or any Collective Consultation Period, the Controlling Class Representative will have the right to consent, such consent not to be unreasonably withheld, to any replacement of an existing trust advisor; provided that such consent will be deemed granted if no objection is made within ten (10) Business Days following the Controlling Class Representative’s receipt of the request for consent and, if granted, such consent cannot thereafter be revoked or withdrawn.  Any such consent will be required to be solicited from the Controlling Class Representative before any related vote.  If a successor trust advisor is not appointed, and until such time as a new trust advisor may be appointed in accordance with the foregoing provisions, all references to trust advisor in the Pooling and Servicing Agreement will be of no force and effect, and all Trust Advisor Fees otherwise payable to the terminated trust advisor in accordance with the Pooling and Servicing Agreement will be deposited into the TA Unused Fees Account, for application in accordance with “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions—Subordination; Allocation of Collateral Support Deficit” in this free writing prospectus.  Any trust advisor replaced by the Certificateholders in accordance with this paragraph and the Pooling and Servicing Agreement is required to be an Eligible Trust Advisor and such termination will be subject to the terminated trust advisor’s rights to indemnification, payment of outstanding fees, reimbursement of expenses and other rights set forth in the Pooling and Servicing Agreement that survive termination.

In addition, if there are no classes of Certificates outstanding other than the Control Eligible Certificates and the Class R Certificates, the Holders of a majority of the junior-most Class of Control Eligible Certificates outstanding may elect to terminate the trust advisor without payment of any termination fee.

If the trust advisor is terminated for any reason it will remain entitled to any accrued and unpaid fees and Trust Advisor Expenses which will be payable in accordance with the priorities and subject to the limitations set forth in this free writing prospectus and in the Pooling and Servicing Agreement (i.e., no Trust Advisor Expenses will be payable out of any amounts due and owing with respect to the Control Eligible Certificates).

Certain Matters Regarding the Parties to the Pooling and Servicing Agreement

Subject to certain conditions set forth in the Pooling and Servicing Agreement, each of the master servicer and the special servicer may assign its rights and delegate its duties and obligations under the Pooling and Servicing Agreement.

The master servicer or special servicer may resign from the obligations and duties imposed on it under the Pooling and Servicing Agreement, subject to certain limitations as described in “SERVICING OF THE MORTGAGE LOANS—General.”  The trust advisor may resign from its obligations and duties as trust advisor subject to certain conditions described under “—The Trust Advisor—Resignation of the Trust Advisor” above in this free writing prospectus.  The trustee or any other successor master servicer, special servicer or trust advisor assuming the obligations of the master servicer, the special servicer or the trust advisor under the Pooling and Servicing Agreement will be entitled to the compensation to which the master servicer, the special servicer or the

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trust advisor being replaced would have been entitled after the date of assumption of such obligations (other than certain Workout Fees which the prior special servicer will be entitled to retain).  If no successor master servicer, special servicer or trust advisor can be retained to perform such obligations for such compensation, additional amounts payable to such successor master servicer, special servicer or trust advisor will result in shortfalls in distributions on the Certificates.

The Pooling and Servicing Agreement also provides that none of the depositor, the master servicer, the special servicer, the trust advisor, or any affiliate, director, officer, employee, member, manager or agent of the depositor, the master servicer, the special servicer or the trust advisor will be under any liability to the Issuing Entity or the Holders of the Certificates for any action taken or for refraining from the taking of any action in good faith pursuant to the Pooling and Servicing Agreement or using reasonable business judgment.  However, none of the depositor, the master servicer, the special servicer, the trust advisor nor any such person will be protected against any liability which would otherwise be imposed by reason of (i) any breach of warranty or representation in the Pooling and Servicing Agreement, or (ii) any willful misfeasance, bad faith or negligence in the performance of their duties under the Pooling and Servicing Agreement or by reason of negligent disregard of obligations or duties under the Pooling and Servicing Agreement.  The Pooling and Servicing Agreement further provides that the depositor, the master servicer, the special servicer, the trust advisor and any affiliate, director, officer, employee, member, manager or agent of the depositor, the master servicer, the special servicer or the trust advisor will be entitled to indemnification by the Issuing Entity (provided that the trust advisor will not be entitled to be indemnified for any amounts (other than Trust Advisor Fees) out of any amounts due and owing with respect to the Control Eligible Certificates) for any loss, liability or expense incurred in connection with any legal action or claim relating to the Pooling and Servicing Agreement or the Certificates, other than any such loss, liability or expense:  (i) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of the Pooling and Servicing Agreement; (ii) which constitutes a Servicing Advance that is otherwise reimbursable under the Pooling and Servicing Agreement; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in the Pooling and Servicing Agreement; or (iv) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under the Pooling and Servicing Agreement or negligent disregard of such obligations or duties.

In addition, the Pooling and Servicing Agreement provides that no party thereto will be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties under the Pooling and Servicing Agreement.  The depositor, the master servicer, the special servicer, the certificate administrator, the trustee, the custodian or the trust advisor may, however, in its discretion undertake any such action which it may deem necessary or desirable with respect to the Pooling and Servicing Agreement and the rights and duties of the parties to the Pooling and Servicing Agreement and the interests of the Holders of Certificates under the Pooling and Servicing Agreement.  In such event, the legal expenses and costs of such action and any liability resulting from such action will be expenses, costs and liabilities of the Issuing Entity, and the depositor, the master servicer, the special servicer, the certificate administrator, the trustee, the custodian and the trust advisor will be entitled to be reimbursed for those amounts from the Collection Account.

The depositor is not obligated to monitor or supervise the performance of the master servicer, the special servicer, the trust advisor, the certificate administrator, the trustee or the custodian 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 and indemnified by the Issuing Entity 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.

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Asset Status Reports

The special servicer (if a Servicing Transfer Event exists) will be required to prepare an Asset Status Report that is consistent with the Servicing Standard within forty-five (45) days after the occurrence of a Servicing Transfer Event.

Each Asset Status Report will be delivered to the Controlling Class Representative (but only during any Subordinate Control Period and any Collective Consultation Period), the trust advisor (but only during any Collective Consultation Period and any Senior Consultation Period), the master servicer, the certificate administrator, any Directing Holder (if and for so long as such party or its designee is the Directing Holder with respect to the related A/B Whole Loan or Loan Pair, as applicable) and the 17g-5 Information Provider (which will be required to promptly post the report to the 17g-5 Information Provider’s Website).  If the Controlling Class Representative (during any Subordinate Control Period) or a Directing Holder (with respect to an A/B Whole Loan or Loan Pair) does not disapprove of an Asset Status Report within ten (10) Business Days after receipt of such Asset Status Report together with any information in the possession of the special servicer that is necessary to make a decision regarding the subject Asset Status Report, such person 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 applicable mortgage loan documents.  In addition, the Controlling Class Representative (during any Subordinate Control Period) or a Directing Holder (with respect to an A/B Whole Loan or Loan Pair) may object to any Asset Status Report within ten (10) Business Days of receipt; provided, however, that, following the occurrence of an extraordinary event with respect to the related mortgaged property, or if a failure to take any such action at such time would be inconsistent with the Servicing Standard, the special servicer may take actions with respect to the related mortgaged property before the expiration of the ten (10) Business Day period if the special servicer reasonably determines in accordance with the Servicing Standard that failure to take such action before the expiration of the ten (10) Business Day period would materially and adversely affect the interest of the Certificateholders and the holders of any related B Note or Serviced Companion Loan, and, during any Subordinate Control Period, the special servicer has made a reasonable effort to contact the Controlling Class Representative or the Directing Holder, as applicable.  The foregoing will not relieve the special servicer of its duties to comply with the Servicing Standard.

During any Subordinate Control Period, if the Controlling Class Representative disapproves such Asset Status Report and the special servicer has not made the affirmative determination described above, the special servicer will revise such Asset Status Report as soon as practicable thereafter, but in no event later than thirty (30) days after such disapproval.  During any Subordinate Control Period, the special servicer will revise such Asset Status Report until the Controlling Class Representative 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 the holder of any related B Note or Serviced Companion Loan, if applicable.  In any event, during any Subordinate Control Period, if the Controlling Class Representative does not approve an Asset Status Report within ninety (90) days from the first submission of an Asset Status Report, the special servicer is required to take such action as directed by the Controlling Class Representative, provided that such action does not violate the Servicing Standard.

During any Collective Consultation Period, each of the trust advisor and the Controlling Class Representative, and during any Senior Consultation Period, the trust advisor, will be entitled to consult with the special servicer and propose alternative courses of action in respect of any Asset Status Report.  During any Collective Consultation Period and any Senior Consultation Period, the special servicer will be obligated to consider such alternative courses of action and any other feedback provided by the trust advisor or the Controlling Class Representative, as applicable.  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 trust advisor (and, during any Collective Consultation Period, the Controlling Class Representative).

The Asset Status Report is not intended to replace or satisfy any specific consent or approval right which the Controlling Class Representative may have.

Notwithstanding the foregoing, the special servicer will not be permitted to follow any advice or consultation provided by the trust advisor or advice, direction or consultation of the Controlling Class Representative that would

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require or cause the special servicer to violate any applicable law, be inconsistent with the Servicing Standard, require or cause the special servicer to violate provisions of the Pooling and Servicing Agreement, require or cause the special servicer to violate the terms of any mortgage loan, expose any Certificateholder or any party to the Pooling and Servicing Agreement or their affiliates, officers, directors or agents to any claim, suit or liability, result in the imposition of a tax upon any REMIC or the loss of REMIC status or materially expand the scope of the master servicer’s or special servicer’s responsibilities under the Pooling and Servicing Agreement.

Notwithstanding the foregoing, in the case of an A/B Whole Loan or Loan Pair, if and for so long as the related B Note holder or Serviced Companion Loan holder or its designee is the Directing Holder with respect to such A/B Whole Loan or Loan Pair, only such holder may exercise the rights of the Controlling Class Representative described in this “—Asset Status Reports” section to the extent set forth in the related Intercreditor Agreement (without regard to whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect).  Neither the Controlling Class Representative nor the trust advisor will have any of the above described consultation rights or will exercise them in conjunction with the holder of such B Note or Serviced Companion Loan except to the extent set forth in the related Intercreditor Agreement.  See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs” in this free writing prospectus.

Mortgage Loan Modifications

The master servicer may amend any term (other than a Money Term) of a mortgage loan (other than a Non-Serviced Mortgage Loan), B Note or Serviced Companion Loan that is not a Specially Serviced Mortgage Loan and may extend the maturity date of any Balloon Loan, other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan, to a date not more than sixty (60) days beyond the original maturity date, if in the master servicer’s sole judgment exercised in good faith, a default in the payment of the Balloon Payment is reasonably foreseeable and such extension is reasonably likely to produce a greater recovery to the Certificateholders and the holder of the related B Note or Companion Loan, as applicable (as a collective whole), on a net present value basis (with the relevant discounting to be performed at the applicable NPV Calculation Rate) than liquidation of such mortgage loan and the borrower has obtained an executed written commitment (subject only to satisfaction of conditions set forth therein) for refinancing of the mortgage loan or purchase of the related mortgaged property.  The master servicer’s power to amend the mortgage is subject to any restrictions applicable to REMICs, and to limitations imposed by the Pooling and Servicing Agreement and any applicable intercreditor agreement or co-lender agreement (including the rights of the Controlling Class Representative during any Subordinate Control Period and any Collective Consultation Period and the trust advisor during any Collective Consultation Period and any Senior Consultation Period, and the holder of any B Note or Companion Loan, as applicable).

Subject to any restrictions applicable to REMICs, the special servicer will be permitted to enter into a modification, waiver or amendment of the terms of any Specially Serviced Mortgage Loan, including any modification, waiver or amendment to:

● reduce the amounts owing under any Specially Serviced Mortgage Loan by forgiving principal, accrued interest and/or any Prepayment Premium or Yield Maintenance Charge;

● reduce the amount of the Scheduled Payment on any Specially Serviced Mortgage Loan, including by way of a reduction in the related mortgage rate;

● forbear in the enforcement of any right granted under any mortgage note or mortgage relating to a Specially Serviced Mortgage Loan;

● extend the maturity date of any Specially Serviced Mortgage Loan; and/or

�� ● accept a Principal Prepayment during any Lock-out Period;

provided that in each case that (1) the related borrower is in default with respect to the Specially Serviced Mortgage Loan or, in the reasonable judgment of the special servicer, such default is reasonably foreseeable, and (2) in the reasonable judgment of the special servicer, such modification, waiver or amendment would result in a recovery to Certificateholders, the holder of the related B Note and the holder of the related Serviced Companion Loan (as a

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collective whole) on a net present value basis that would be equal to or greater than the recovery that would result if the applicable Specially Serviced Mortgage Loan were liquidated, as demonstrated in writing by the special servicer to the trustee and the certificate administrator; provided that the foregoing rights of the special servicer are subject to the consent and/or consultation rights of the Controlling Class Representative, the trust advisor and the holder of any related B Note or Serviced Companion Loan, as applicable, to the extent described in this free writing prospectus.

In no event, however, will the special servicer be permitted to:

● extend the maturity date of a Specially Serviced Mortgage Loan beyond a date that is five (5) years prior to the Rated Final Distribution Date; or

● if the Specially Serviced Mortgage Loan is secured by a ground lease, extend the maturity date of such Specially Serviced Mortgage Loan unless the special servicer gives due consideration to the remaining term of such ground lease.

The special servicer will also not be permitted to extend the maturity date of any mortgage loan secured by a mortgaged property covered by a group secured creditor impaired property environmental insurance policy for more than five years beyond such mortgage loan’s maturity date unless a new phase I environmental report indicates that there is no environmental condition or the borrower obtains, at its expense, an extension of such policy on the same material terms and conditions to cover the period through five years past the extended maturity date, provided that, if such mortgage loan is secured by a ground lease, the special servicer will be required to give due consideration to the remaining term of the ground lease.

The consent of the special servicer is required to any modification, waiver or amendment with regard to any mortgage loan that is not a Specially Serviced Mortgage Loan (other than certain non-material modifications, waivers or amendments).  When the special servicer’s consent is required, the master servicer must 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 fifteen (15) Business 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 Mortgage Loans and non-Specially Serviced Mortgage 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 Controlling Class Representative, which consent will be deemed given ten (10) Business Days after receipt (unless earlier objected to) by the Controlling Class Representative 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 Controlling Class Representative.  See “—The Controlling Class Representative” in this free writing prospectus.

Modifications that forgive principal or interest of a mortgage loan will result in realized losses on such mortgage loan and such realized losses will be allocated among the various classes of Certificates in the manner described under “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions—Subordination; Allocation of Collateral Support Deficit” in this free writing prospectus.

The modification of a mortgage loan may tend to reduce prepayments by avoiding liquidations and therefore may extend the weighted average life of the Certificates beyond that which might otherwise be the case.  See “YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS” in this free writing prospectus.

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Sale of Defaulted Mortgage Loans and REO Properties

Sale of Defaulted Mortgage Loans

The provisions described under this section “Sale of Defaulted Mortgage Loans” do not apply to any Non-Serviced Mortgage Loan, and as used in this section, the term “mortgage loan” will not refer to any Non-Serviced Mortgage Loan unless otherwise indicated.

Promptly upon a mortgage loan becoming a defaulted mortgage loan and if the special servicer determines in accordance with the Servicing Standard that it would be in the best interests of the Certificateholders (as a collective whole as if such Certificateholders constituted a single lender) to attempt to sell such mortgage loan, the special servicer will be required to use reasonable efforts to solicit offers for the defaulted mortgage loan on behalf of the Certificateholders and the related B Note holder or Serviced Companion Loan holder, as applicable, in such manner as will be reasonably likely to realize a fair price.  The special servicer must give the trustee, the certificate administrator, the custodian, the 17g-5 Information Provider, the master servicer, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the trust advisor (other than during any Subordinate Control Period), and the holder of any related B Note or Serviced Companion Loan not less than five (5) Business Days’ prior written notice of its intention to sell any such defaulted mortgage loan.  The special servicer will be 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, subject to any consent or consultation rights of the Controlling Class Representative and, with respect to any mortgage loan that is part of an A/B Whole Loan or Loan Pair, the consent rights of the related B Note holder or Serviced Companion Loan holder, to the extent set forth in the related Intercreditor Agreement and for so long as such holder is the related Directing Holder.

The special servicer will be required to determine whether any cash offer constitutes a fair price for any defaulted mortgage loan if the highest offer is from 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, and in determining whether any offer from an Interested Person constitutes a fair price for any defaulted mortgage loan, any Appraiser will be instructed to take into account, as applicable, among other factors, the period and amount of any delinquency on the affected mortgage loan, A/B Whole Loan or Loan Pair, the occupancy level and physical condition of the related mortgaged property and the state of the local economy.  The special servicer will be required to take into account any appraisal, updated appraisal or narrative appraisal that it may have obtained pursuant to the Pooling and Servicing Agreement within the prior nine (9) months.

If the highest offer is from an Interested Person, then the trustee will be required to determine whether the cash offer constitutes a fair price, either itself or by retaining an independent third party as set forth in the following paragraph.  However, no offer from an Interested Person will constitute a fair price unless (i) it is the highest offer received and (ii) at least one other offer is received from an independent third party.  In determining whether any offer received from an Interested Person represents a fair price for any such defaulted mortgage loan, the trustee, if making such determination itself, 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 nine (9) month period or, in the absence of any such appraisal, on a new appraisal.  The cost of any appraisal will be covered by, and will be reimbursable as, a Servicing Advance.  If any Interested Person is among those making an offer with respect to a defaulted mortgage loan, the special servicer will require that all offers be submitted to the trustee in writing and be accompanied by a refundable cash deposit in an amount equal to 5% of the offer amount, to be administered in accordance with the terms of the Pooling and Servicing Agreement.

Notwithstanding anything contained in the preceding paragraph to the contrary, if the trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the trustee may (at its option and at the expense of the Issuing Entity) designate an independent third party expert in real estate or commercial mortgage loan matters with at least 5 years’ experience in valuing loans similar to the subject mortgage loan, that has been selected with reasonable care by the trustee to determine if such cash offer constitutes a fair price for such mortgage loan.  If the trustee designates such a third party to make such determination, the trustee will be entitled to rely conclusively upon such third party’s determination.  The reasonable costs of all appraisals, inspection reports and

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broker opinions of value incurred by any such third party pursuant to this paragraph will be covered by, and will be reimbursable as, a Servicing Advance; provided that, the trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the trustee.

Notwithstanding any of the foregoing paragraphs, but subject to any consent or consultation rights of the Controlling Class Representative or consultation rights of the trust advisor, as applicable, the special servicer will not be required to accept the highest cash offer if the special servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the Certificateholders, 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.

Additionally, to the extent set forth in the related Intercreditor Agreement, each holder of a B Note, Serviced Companion Loan or a mezzanine loan may have a purchase option with respect to defaulted mortgage loans under the related Intercreditor Agreement.  Subject to the rights of any such B Note holder, Serviced Companion Loan holder or mezzanine loan holder under the respective Intercreditor Agreement, unless and until a defaulted mortgage loan is sold pursuant to the terms of the Pooling and Servicing Agreement, the special servicer will continue to service and administer such mortgage loan in accordance with the Servicing Standard and the terms of the Pooling and Servicing Agreement and will pursue such other resolutions or recovery strategies including workout, foreclosure or sale of such mortgage loan, as is consistent with the terms of the Pooling and Servicing Agreement and the Servicing Standard.

        Matters Relating to Loan Pairs

In the case of a defaulted mortgage loan that is part of a Loan Pair, if the special servicer determines to attempt to sell such mortgage loan it will be required to sell such defaulted mortgage loan together with the related Serviced Companion Loan as a whole loan pursuant to the Pooling and Servicing Agreement and the terms of the related intercreditor agreement.

With respect to any such defaulted mortgage loan, the special servicer will be required to solicit offers for such defaulted mortgage loan together with the related Serviced Companion Loan as a whole loan and will require that all offers be submitted to the trustee in writing and be accompanied by a refundable deposit of cash (which is required to be held by the certificate administrator on behalf of the trustee) in an amount equal to 5% of the offer amount (subject to a cap of $2,500,000).  Whether any cash offer constitutes a fair price for such Loan Pair will be determined by the special servicer unless the offeror is an Interested Person, in which case, the trustee will make such determination; provided that no offer from the depositor, the master servicer, the special servicer or certain other Interested Persons enumerated in the related intercreditor agreement for a Loan Pair will constitute a fair price unless (i) it is the highest offer received and (ii) at least two bona fide other offers are received from independent third parties.  In determining whether any offer received represents a fair price for such Loan Pair, the trustee will be supplied with and will rely on the most recent appraisal or updated appraisal conducted within the preceding nine (9)-month period or, in the absence of any such appraisal, on a new appraisal.  The trustee will be required to select the appraiser conducting any such new appraisal.  The cost of any such appraisal will be reimbursable as a Servicing Advance.  In determining whether any such offer constitutes a fair price, the trustee will be required to instruct the appraiser to take into account, among other factors, the period and amount of any delinquency on the affected Loan Pair, the occupancy level and physical condition of the related mortgaged property and the state of the local economy.  The trustee may conclusively rely on the opinion of an independent appraiser or other independent expert in real estate matters retained by the trustee at the expense of the Issuing Entity and the holder of the related Serviced Companion Loan in connection with making such determination.  Notwithstanding the foregoing, the special servicer will not be permitted to sell the Loan Pair without the written consent of the related Serviced Companion Loan holder unless the special servicer has delivered to such holder:  (a) at least fifteen (15) Business Days prior written notice of any decision to attempt to sell the Loan Pair; (b) at least ten (10) days prior to the proposed sale, a copy of each bid package (together with any amendments to such bid packages) received by the special servicer in connection with any such proposed sale, (c) at least ten (10) days prior to the proposed sale, a copy of the most recent appraisal for the Loan Pair, and any documents in the servicer mortgage file requested by the Serviced Companion Loan holder and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the controlling class representative) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are

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approved by the master servicer or the special servicer in connection with the proposed sale; provided that the related Serviced Companion Loan holder may waive any of the delivery or timing requirements set forth in this sentence. Subject to the foregoing, each of the controlling class representative, the Serviced Companion Loan holder or a representative thereof will be permitted to bid at any sale of a Loan Pair.

Notwithstanding anything contained in the preceding paragraph to the contrary, if the trustee is required to determine whether a cash offer by any Interested Person constitutes a fair price, the trustee may (at its option and at the expense of the Issuing Entity) designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing loans similar to the subject mortgage loan, that has been selected with reasonable care by the trustee, to determine if such cash offer constitutes a fair price for such mortgage loan.  If the trustee designates such a third party to make such determination, the trustee will be entitled to rely conclusively upon such third party’s determination.  The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph will be covered by, and will be reimbursable from, the Collection Account to the extent of the pro rata portion allocable to the related mortgage loan, and the related sub-account of the Collection Account related to any Serviced Companion Loan to the extent of the pro rata portion allocable to the related Serviced Companion Loan; provided that the trustee may not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the trustee.

Sale of REO Properties

If title to any REO Property (other than any REO Property relating to the Non-Serviced Mortgage Loan) is acquired by the Issuing Entity or its nominee in respect of any Specially Serviced Mortgage Loan, the special servicer is required to use its reasonable best efforts to sell such REO Property for cash as soon as practicable consistent with the requirement to maximize proceeds for all Certificateholders (and, with respect to a B Note or Serviced Companion Loan, for the Certificateholders and the holder of such B Note or Serviced Companion Loan, as a collective whole) but in no event later than three (3) years after the end of the year in which it was acquired, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC provisions, unless (i) the trustee or the special servicer, on behalf of the applicable REMIC (A) has been granted an extension of time (which extension must be applied for at least sixty (60) days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of such REO Property or (B) is permitted under the REMIC provisions to continue to hold such REO Property during the period in which an application for an extension is pending, in either of which cases the special servicer may continue to attempt to sell such REO Property for cash, or (ii) the special servicer receives an opinion of counsel that holding such REO Property beyond the period specified above will not result in the imposition of taxes on “prohibited transactions” under the REMIC provisions of the Code or cause any REMIC to fail to qualify as a REMIC; provided that in no event may the Issuing Entity hold any REO Property (other than any REO Property relating to the Non-Serviced Mortgage Loan) beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition.  If the special servicer is unable to sell such REO Property for cash within such time period (as it may be extended as described above), the special servicer must, after consultation with the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) or the Directing Holder (with respect to a B Note or Serviced Companion Loan), as applicable, before the end of such period or extended period, as the case may be, auction the REO Property to the person that makes the highest cash offer (which may be the special servicer or another Interested Person) in accordance with the Servicing Standard; provided that if the special servicer, any other Interested Person or any of their respective affiliated entities intends to make an offer on or otherwise purchase any REO Property (other than any REO Property relating to the Non-Serviced Mortgage Loan):  (i) the special servicer will be required to notify the trustee of such intent, (ii) the trustee will be required to promptly obtain an appraisal of such REO Property at the expense of the Issuing Entity and (iii) the applicable Interested Person will not be permitted to offer less than the fair market value set forth in such appraisal.  Neither the trustee nor any affiliate thereof may purchase an REO Property.

Within thirty (30) days of the sale of the REO Property, the special servicer will be required to provide to the trustee, the certificate administrator, the custodian, the 17g-5 Information Provider, the master servicer (and with respect to an A/B Whole Loan or Loan Pair, the holder of the related B Note or Serviced Companion Loan), the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the trust advisor (during any Collective Consultation Period and any Senior Consultation Period) a statement of accounting for such REO Property, including without limitation, (i) the acquisition date for the REO Property,

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(ii) the date of disposition of the REO Property, (iii) the sale price and related selling and other expenses, (iv) accrued interest (including interest deemed to have accrued) on the Specially Serviced Mortgage Loan to which the REO Property related, calculated from the acquisition date to the disposition date, (v) final property operating statements, and (vi) such other information as the trustee or the certificate administrator (and with respect to a B Note or Serviced Companion Loan, the Directing Holder) may reasonably request in writing.  The liquidation proceeds from the final disposition of the REO Property will be required to be deposited in the Collection Account within one (1) Business Day of receipt.

“Interested Person” means, as of any date of determination, the depositor, the master servicer, the special servicer, the trust advisor, a Holder of 50% or more of the Controlling Class, the Controlling Class Representative, the holder of a B Note or Serviced Companion Loan, a mortgage loan seller, any sponsor, any borrower, any manager of a mortgaged property, any independent contractor engaged by the master servicer or the special servicer pursuant to the Pooling and Servicing Agreement, or any person actually known to a responsible officer of the trustee or the certificate administrator to be an affiliate of any of the preceding entities.

Foreclosures

Except in the case of a Non-Serviced Mortgage Loan, the special servicer may at any time (with notification to and consent of the Controlling Class Representative during any Subordinate Control Period, and upon consultation with the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and with the trust advisor (during any Collective Consultation Period and any Senior Consultation Period), and in the case of mortgaged property that secures an A/B Whole Loan or Loan Pair, with the consent of the holder of the related B Note or Serviced Companion Loan to the extent set forth in the related Intercreditor Agreement and for so long as such holder is the related Directing Holder), institute foreclosure proceedings, exercise any power of sale contained in any mortgage, accept a deed in lieu of foreclosure or otherwise acquire title to a mortgaged property by operation of law or otherwise, if such action is consistent with the Servicing Standard and a default on the related mortgage loan has occurred but subject, in all cases, to limitations concerning environmental matters and, in specified situations, the receipt of an opinion of counsel relating to REMIC requirements.  The special servicer may consult counsel to determine when an acquisition date will be deemed to occur under the REMIC provisions of the Code with respect to the related mortgaged property, the expense of such consultation being treated as a Servicing Advance related to the foreclosure.

The special servicer will not, on behalf of the Issuing Entity, be permitted to obtain title to a mortgaged property as a result of or in lieu of foreclosure or otherwise, and will not otherwise be permitted to acquire possession of, or take any other action with respect to, any mortgaged property, if, as a result of any such action, the Issuing Entity would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such mortgaged property within the meaning of the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or any applicable comparable federal, state or local law, or a “discharger” or “responsible party” thereunder, unless the special servicer has also previously determined in accordance with the Servicing Standard, based on an updated environmental assessment report prepared by a person (who may be an employee or affiliate of the master servicer or the special servicer) who regularly conducts environmental site assessments, which report must be delivered to the trustee, the certificate administrator and the 17g-5 Information Provider, that (i) such mortgaged property is in compliance with applicable environmental laws or, if not, after consultation with an environmental expert, that taking such actions as are necessary to bring the mortgaged property in compliance therewith is reasonably likely to produce a greater recovery on a net present value basis (with the relevant discounting to be performed at the applicable NPV Calculation Rate) than not taking such actions; (ii) taking such actions as are necessary to bring the mortgaged property in compliance with applicable environmental laws is reasonably likely to produce a greater recovery on a net present value basis (with the relevant discounting to be performed at the applicable NPV Calculation Rate) than pursuing a claim under the existing environmental insurance policy; and (iii) there are no circumstances or conditions present or threatened at such mortgaged property relating to the use, management, disposal or release of any hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials for which investigation, testing, monitoring, removal, clean-up or remediation could be required under any federal, state or local law or regulation, or that, if any such materials are present for which such action could be required, after consultation with an environmental expert, that taking such actions with respect to the affected mortgaged property is reasonably likely to produce a greater recovery on a net present value basis (with the relevant discounting to be performed at the applicable NPV

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Calculation Rate) than not taking such actions (after taking into account the projected costs of such actions).  If the special servicer determines that taking such actions as are necessary to bring any mortgaged property into compliance with applicable environmental laws, or taking such actions with respect to the containment, removal, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any such mortgaged property, is not reasonably likely to produce a greater recovery on a net present value basis (with the relevant discounting to be performed at the applicable NPV Calculation Rate) than not taking such actions (after taking into account the projected costs of such actions) or than not pursuing a claim under the existing environmental insurance policy, then the special servicer will take such action as it deems to be in the best economic interest of the Issuing Entity (and the holder of the related B Note or Serviced Companion Loan, as applicable), including, without limitation, releasing the lien of the related mortgage.

If the Issuing Entity (or its nominee) acquires a mortgaged property by foreclosure or deed in lieu of foreclosure upon a default of a mortgage loan, the Pooling and Servicing Agreement provides that the special servicer, on behalf of the trustee, must administer such mortgaged property so that it qualifies at all times as “foreclosure property” within the meaning of Code Section 860G(a)(8).  The Pooling and Servicing Agreement also requires that any such mortgaged property be managed and operated by an “independent contractor” within the meaning of applicable Treasury regulations, who furnishes or renders services to the tenants of such mortgaged property.  Pursuant to the terms of the Pooling and Servicing Agreement, the special servicer will not rent, lease, or otherwise earn income on behalf of the Issuing Entity or the beneficial owners thereof with respect to REO Property which might cause the REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (without giving effect to the final sentence thereof) or result in the receipt by any REMIC of any “income from nonpermitted assets” within the meaning of Section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC provisions of the Code unless (i) the trustee and the special servicer have received an opinion of counsel (at the sole expense of the Issuing Entity) to the effect that, under the REMIC provisions of the Code and any relevant proposed legislation, any income generated for a REMIC by the REO Property would not result in the imposition of a tax upon the REMIC or (ii) in accordance with the Servicing Standard, the special servicer determines the income or earnings with respect to such REO Property will offset any tax under the REMIC provisions of the Code relating to such income or earnings and will maximize the net recovery from the REO Property to the Certificateholders.  The special servicer will notify the trustee, the certificate administrator and the master servicer of any election by it to incur such tax, and the special servicer (i) will hold in escrow in an eligible account an amount equal to the tax payable thereby from revenues collected from the related REO Property, (ii) provide the certificate administrator with all information for the certificate administrator to file the necessary tax returns in connection therewith and (iii) upon request from the certificate administrator, pay from such account to the certificate administrator the amount of the applicable tax.

Generally, no REMIC will be taxable on income received with respect to a mortgaged property to the extent that it constitutes “rents from real property,” within the meaning of Code Section 856(c)(3)(A) and Treasury regulations under the Code.  “Rents from real property” do not include the portion of any rental based on the net profits derived by any person from such property.  No determination has been made whether rent on any of the mortgaged properties meets this requirement.  “Rents from real property” include charges for services customarily furnished or rendered in connection with the rental of real property, whether or not the charges are separately stated.  Services furnished to the tenants of a particular building will be considered as customary if, in the geographic market in which the building is located, tenants in buildings which are of similar class are customarily provided with the service.  No determination has been made whether the services furnished to the tenants of the mortgaged properties are “customary” within the meaning of applicable regulations.  It is therefore possible that a portion of the rental income with respect to a mortgaged property owned by a Issuing Entity, would not constitute “rents from real property,” or that all of the rental income would not so qualify if the non-customary services are not provided by an independent contractor or a separate charge is not stated.  In addition to the foregoing, any net income from a trade or business operated or managed by an independent contractor on a mortgaged property allocated to a REMIC, such as a hotel, or rental income attributable to personal property leased in connection with a lease of real property if the rent attributable to the personal property exceeds 15% of the total rent for the taxable year, will not constitute “rents from real property.”  Any of the foregoing types of income may instead constitute “net income from foreclosure property,” which would be taxable to a REMIC at the highest marginal federal corporate rate — currently 35% — and may also be subject to state or local taxes.  Any such taxes would be chargeable against the related income for purposes of determining the amount of the proceeds available for distribution to Holders of Certificates.  Under the Pooling and Servicing Agreement, the special servicer is required to determine whether the earning of such income

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taxable to a REMIC would result in a greater recovery to Certificateholders on a net after-tax basis than a different method of operation of such property.  Prospective investors are advised to consult their own tax advisers regarding the possible imposition of taxes on “net income from foreclosure property” within the meaning of the REMIC provisions of the Code (such taxes “REO Taxes”) in connection with the operation of commercial REO Properties by REMICs.

Additional Matters Relating to the Servicing of the Marriott Chicago River North Hotel Mortgage Loan

Following the Marriott Chicago River North Hotel Companion Loan Securitization Date, the Marriott Chicago River North Hotel Mortgage Loan will be a Non-Serviced Mortgage Loan, and the related Non-Serviced Loan Combination and any related REO Property will be serviced under a pooling and servicing agreement that governs such securitization (an “Other Pooling and Servicing Agreement” ).  The master servicer under such Other Pooling and Servicing Agreement will generally be required to make servicing advances and remit collections on such Non-Serviced Mortgage Loan to or on behalf of the Issuing Entity.  The master servicer will generally be obligated to compile reports that include information on such Non-Serviced Mortgage Loan, and, to the extent required by the Servicing Standard, to enforce the rights as holder of such Non-Serviced Mortgage Loan under the terms of the related Intercreditor Agreement, and make debt service advances with respect to such Non-Serviced Mortgage Loan, subject to a non-recoverability determination.  The servicing arrangements under such Other Pooling and Servicing Agreement will differ in certain respects to the servicing arrangements under the Pooling and Servicing Agreement.

The Marriott Chicago River North Hotel Intercreditor Agreement requires that the applicable Other Pooling and Servicing Agreement contain terms and conditions that are customary for securitization transactions involving assets similar to such mortgage loan and that are otherwise (i) required by the Code relating to the tax elections of the trust fund for the Marriott Chicago River North Hotel Companion Loan, (ii) required by law or changes in any law, rule or regulation or (iii) requested by the rating agencies rating the securitization of the Marriott Chicago River North Hotel Companion Loan.  Required terms include, without limitation:

● The master servicer and special servicer under such Other Pooling and Servicing Agreement must satisfy customary servicer rating criteria and must be subject to servicer termination events, in each case that are materially similar in all material respects to or materially consistent with those in the Pooling and Servicing Agreement.

● The Other Pooling and Servicing Agreement must provide for a liquidation fee, special servicing fee and workout fee with respect to the Marriott Chicago River North Hotel Mortgage Loan that are substantially similar in all material respects to or materially consistent with the corresponding fee payable under the Pooling and Servicing Agreement, except that rates at which the primary servicing fee, special servicing fee, liquidation fee and workout fee accrue or are determined must be not more than 1.00% per annum, 0.25% per annum, 1.00% and 1.00%, respectively.

● During any senior consultation or similar period under such Other Pooling and Servicing Agreement, if the trust advisor thereunder determines that the related special servicer is not performing its duties under such agreement in accordance with the related servicing standard, such trust advisor must have the right to recommend the replacement of such special servicer.

In addition,

● The master servicer, the special servicer, the certificate administrator and the trustee under the Pooling and Servicing Agreement will have no obligation or authority to (a) supervise any master servicer, special servicer, certificate administrator or trustee under any Other Pooling and Servicing Agreement or (b) following the Marriott Chicago River North Hotel Companion Loan Securitization Date, make Servicing Advances with respect to the Marriott Chicago River North Hotel Non-Serviced Mortgage Loan.  The obligation of the master servicer to provide information and collections and make debt service advances to the certificate administrator for the benefit of the Certificateholders with respect to the Marriott Chicago River North Hotel Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding information and/or collections from the applicable master servicer or special servicer under the Other Pooling and Servicing Agreement.

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● Until the Marriott Chicago River North Hotel Companion Loan Securitization Date, a portion of the master servicer’s compensation will include a primary servicing fee accrued and payable with respect to the Marriott Chicago River North Hotel Mortgage Loan.  From and after the Marriott Chicago River North Hotel Companion Loan Securitization Date, that primary servicing fee on the Marriott Chicago River North Hotel Mortgage Loan will accrue and be payable to the master servicer under the Other Pooling and Servicing Agreement.

● The master servicer will be required to make debt service advances with respect to the Marriott Chicago River North Hotel Mortgage Loan, unless (i) the master servicer has determined that such advance would not be recoverable from collections on the Marriott Chicago River North Hotel Mortgage Loan or (ii) the master servicer under the Other Pooling and Servicing Agreement has made a similar determination with respect to an advance on the Marriott Chicago River North Hotel Companion Loan.

● The master servicer under the Other Pooling and Servicing Agreement will be obligated to make servicing advances with respect to the Marriott Chicago River North Hotel Non-Serviced Loan Combination.  If such master servicer determines that a servicing advance it made with respect to the Marriott Chicago River North Hotel Non-Serviced Loan Combination or the related mortgaged property is nonrecoverable, it will be entitled to be reimbursed first from collections on, and proceeds of, the Marriott Chicago River North Hotel Mortgage Loan and the Marriott Chicago River North Hotel Companion Loan, on a pro rata basis (based on each such loan’s outstanding principal balance), and then from general collections on all the mortgage loans included in the Issuing Entity and from general collections of the trust established under the Other Pooling and Servicing Agreement, on a pro rata basis (based on each such loan’s outstanding principal balance).

● During any subordinate control period under the Other Pooling and Servicing Agreement, the controlling class representative under such agreement will have the right to terminate the related special servicer thereunder, with or without cause, and appoint itself or an affiliate or another person as the successor special servicer.

● The Other Pooling and Servicing Agreement may make provision for a vote of certificateholders of the other securitization to terminate the related special servicer thereunder, and for the appointment of a successor special servicer, at the written direction of holders of principal balance certificates under such agreement evidencing a certain percentage of the voting rights of such certificates.

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MATERIAL FEDERAL INCOME TAX CONSEQUENCES

The following is a general discussion of certain anticipated material federal income tax consequences of the purchase, ownership and disposition of the Certificates.  This discussion has been prepared with the advice of Cadwalader, Wickersham & Taft LLP, special counsel to the depositor (“Tax Counsel”).  This discussion is based on authorities that are subject to change or different interpretations.  Any such change or different interpretation can be applied retroactively.  No rulings have been or will be sought from the IRS with respect to any of the matters discussed below, and no assurance can be given that the views of the IRS with respect to those matters will agree with the views described below.

This discussion is directed solely to Certificateholders that purchase Certificates at issuance for the issue price and hold them as “capital assets” within the meaning of Section 1221 of the Code.  This discussion does not purport to cover all federal income tax consequences applicable to particular investors, some of which may be subject to special rules.  Investors subject to such special rules include dealers in securities, certain traders in securities, financial institutions, tax-exempt organizations, insurance companies, persons who hold Certificates as part of a hedging transaction or as a position in a straddle or conversion transaction, persons whose functional currency is not the U.S. dollar, or persons who elect to treat gain recognized on the disposition of a Certificate as investment income under Section 163(d)(4)(B)(iii) of the Code.

In addition, this discussion does not address the state, local or other tax consequences of the purchase, ownership, and disposition of the Certificates.  We recommend that you consult your own tax advisor in determining the federal, state, local and other tax consequences of the purchase, ownership, and disposition of the Certificates under your particular circumstances.

In this discussion, when we use the term:

● “AFR,” we mean the applicable federal rate, which is an average of current yields for U.S. Treasury securities with specified ranges of maturities and which is computed and published monthly by the IRS for use in various tax calculations;

● “Certificateholder,” we mean any person holding a beneficial ownership interest in a Certificate;

● “Code,” we mean the Internal Revenue Code of 1986, as amended;

● “Excess Interest,” we mean, in respect of each ARD Loan that does not repay on its Anticipated Repayment Date, the excess, if any, of interest accrued on such mortgage loan at the Revised Rate over interest accrued on such mortgage loan at the Initial Rate, together with interest thereon at the Revised Rate from the date accrued to the date such interest is payable (generally, after payment in full of the outstanding principal balance of such loan);

● “Foreign Person,” we mean any person other than a U.S. Person;

● “IRS,” we mean the Internal Revenue Service; and

● “U.S. Person,” we mean (i) a citizen or resident of the United States; (ii) a corporation (or entity treated as a corporation for tax purposes) created or organized in the United States or under the laws of the United States or of any state thereof, including, for this purpose, the District of Columbia; (iii) an estate whose income is includible in gross income for United States income tax purposes regardless of its source; or (iv) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. Persons have authority to control all substantial decisions of the trust.  Notwithstanding the preceding clause, to the extent provided in Treasury regulations, certain trusts that were in existence on August 20, 1996, that were treated as U.S. Persons prior to such date, and that have elected to continue to be treated as U.S. Persons, also are U.S. Persons.

If a partnership (or entity treated as a partnership for federal income tax purposes) is a Certificateholder, the tax treatment of a partner in the partnership will depend on the status of the partner and the activities of the partnership.  

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A partnership that holds a Certificate is encouraged to consult its tax advisor concerning the consequences of investing in a Certificate under the partnership’s particular circumstances.

Tax Classification of the Issuing Entity

For federal income tax purposes, the Issuing Entity will consist of a grantor trust and three real estate mortgage investment conduits, each a “REMIC”, arranged in a tiered structure.  The highest REMIC will be referred to as the “Upper–Tier REMIC”, the REMIC below the Upper-Tier REMIC, will be referred to as the “Middle–Tier REMIC” and the REMIC below the Middle-Tier REMIC will be referred to as the “Lower-Tier REMIC”.”  The Lower-Tier REMIC will issue multiple classes of uncertificated regular interests that will be held by the Middle-Tier REMIC.  The assets of the Lower-Tier REMIC will consist of the mortgage loans (other than the Excess Interest, if any) and any other assets designated in the Pooling and Servicing Agreement.  The Middle-Tier REMIC will issue multiple classes of uncertificated regular interests that will be held by the Upper-Tier REMIC.  The assets of the Middle-Tier REMIC will consist of the uncertificated regular interests in the Lower-Tier REMIC.

The Certificates (other than the Exchangeable Certificates and Class R Certificates and to the extent applicable, to the Class J Certificates), will represent only regular interests issued by the Upper–Tier REMIC.  If applicable, the Class J Certificates will represent both a regular interest issued by the Upper-Tier REMIC and an interest in the Excess Interest held through the grantor trust.  The Certificates (other than the Exchangeable Certificates and Class R Certificates, and to the extent applicable, to the Class J Certificates), the Class A-S, Class B and Class C Trust Components and the portion of the Class J Certificates representing a regular interest issued by the Upper-Tier REMIC, are referred to in this discussion as the “REMIC Regular Interests”.

The Class R Certificates will represent the beneficial ownership of the residual interests in the Lower-Tier REMIC, the Middle–Tier REMIC and the Upper-Tier REMIC.

Qualification as a REMIC requires ongoing compliance with certain conditions.  On the Closing Date, Cadwalader, Wickersham & Taft LLP, will deliver its opinion that, assuming (1) the making of appropriate elections, (2) compliance with the provisions of the Pooling and Servicing Agreement, the Other Pooling and Servicing Agreement and any applicable co-lender agreements and (3) compliance with applicable changes in the Code, including the REMIC provisions of the Code, for federal income tax purposes (a)  the Lower-Tier REMIC, the Middle-Tier REMIC and the Upper-Tier REMIC will each qualify as a REMIC, (b) the REMIC Regular Interests will evidence the “regular interests” in the Upper-Tier REMIC, (c) the uncertificated regular interests issued by the Lower-Tier REMIC will evidence the “regular interests” in the Lower-Tier REMIC, (d) the uncertificated regular interests issued by the Middle-Tier REMIC will evidence the “regular interests” in the Middle-Tier REMIC and (e) the Class R Certificates will represent the sole class of “residual interests” in each of the Lower-Tier REMIC, the Middle—Tier REMIC and the Upper-Tier REMIC within the meaning of the REMIC provisions of the Code.

In addition, in the opinion of Cadwalader, Wickersham & Taft LLP, (i) the portions of the Issuing Entity consisting of (a) the Trust Components and the related distribution account and (b) if applicable, the uncertificated regular interest in the Upper-Tier REMIC relating to the Class J Certificates, the Excess Interest and the related distribution account will be treated as a grantor trust for federal income tax purposes under subpart E, part I of subchapter J of the Code, (ii) the Class A-S Certificates will represent a undivided beneficial interests in the Class A-S Percentage Interest of the Class A-S Trust Component, the Class B Certificates will represent undivided beneficial interests in the Class B Percentage Interest of the Class B Trust Component, the Class C Certificates will represent undivided beneficial interests in the Class C Percentage Interest of the Class C Trust Component and, in each case, related amounts in the related distribution account and (iii) the Class PST Certificates will represent undivided beneficial interests in the Class A-S-PST Percentage Interest, the Class B-PST Percentage Interest and the Class C-PST Percentage Interest of the Class A-S, Class B and Class C Trust Components, respectively, and related amounts in the related distribution account.  For the avoidance of doubt, there are no ARD Loans in the Trust and the Grantor Trust will not hold any Excess Interest.

Taxation of the Exchangeable Certificates

For federal income tax purposes, the holders of the Exchangeable Certificates will be taxed as if they directly owned a proportionate interest in each REMIC Regular Interest underlying their Exchangeable Certificates. 

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Generally, holders of Exchangeable Certificates will experience identical tax consequences to those described herein for holders of REMIC Regular Interests.  Holders of Class PST Certificates should account for each Trust Component represented by such Certificate individually (as opposed to in the aggregate).

A holder of a Class PST Certificate will have to establish its separate basis in each of the Trust Components by allocating the cost of the Class PST Certificate among the Trust Components based on their relative fair market values as determined at the time the Class PST Certificate is purchased. Similarly, in the case of the cash sale of a Class PST Certificate, the seller will have to establish the amount realized for each Trust Component by allocating the sales price of the Class PST Certificate among the Trust Components based on their relative fair market values as determined at the time the Class PST Certificate is sold.

No gain or loss will be realized upon surrendering the requisite proportions of the Class A-S, Class B and Class C Certificates in return for the Class PST Certificates or upon surrendering the Class PST Certificates for the requisite proportions of the Class A-S, Class B and Class C Certificates.  Similarly, no such exchange will, by itself, change the basis allocated to such certificates.

Purchasers of Exchangeable Certificates are encouraged to consider carefully the tax consequences of an investment in the Exchangeable Certificates that are discussed in the attached prospectus and consult their tax advisors with respect to those consequences.

Taxation of the Offered Certificates

General.  The REMIC Regular Interests represented by the Offered Certificates will generally be treated as debt instruments for federal income tax purposes.  Holders of the Classes of Offered Certificates will be required to include in income all interest on the regular interests represented by their Certificates in accordance with the accrual method of accounting, regardless of a Holder’s usual method of accounting.

Original Issue Discount.  The Holder of an Offered Certificate issued with original issue discount (“OID”) will be required to report, as ordinary income, the daily portion of the OID attributable to each day that it holds the Offered Certificate.  This requirement generally will result in the accrual of income before the receipt of cash attributable to that income.  The following discussion is based in part on the regulations applicable to original issue discount (the “OID Regulations”) and in part on the provisions of the Tax Reform Act of 1986 (the “1986 Act”).  Prospective purchasers should be aware, however, that the OID Regulations do not adequately address certain issues relevant to prepayable securities, such as the Offered Certificates.  To the extent that those issues are not addressed in the OID Regulations, the Issuing Entity intends to apply the methodology described in the Conference Committee Report to the 1986 Act.  No assurance can be provided that the IRS will take the same position on those matters not currently addressed by the OID Regulations.  Prospective purchasers are advised to consult their own tax advisors about the discussion therein and the appropriate method for reporting interest and OID with respect to the Offered Certificates.  See “MATERIAL FEDERAL INCOME TAX CONSEQUENCES—REMICs—Taxation of Owners of REMIC Regular Certificates—Original Issue Discount” in the attached prospectus.

Each Offered Certificate will be treated as a single installment obligation for purposes of determining the OID includible in the income of a Holder of an Offered Certificate. The total amount of OID on a Class of Offered Certificates will generally equal (1) the sum of (i) the issue price of that Class and (ii) the amount paid by an initial Holder of a Certificate such Class for accrued interest that relates to a period prior to the issue date of such Class, minus (2) the stated redemption price at maturity.  The issue price of a Class of Offered Certificates will be 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 as to 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 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

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interest (other than accrued interest distributed on the first Distribution Date for the number of days that exceed the interval between the Closing Date and the first Distribution Date).  Based on the foregoing, it is anticipated that the Class      , Class       and Class       Certificates and the Class       Trust Components will be issued with OID.

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 OID in an amount equal to the excess of all distributions of interest expected to be received thereon over its respective issue prices (including interest accrued prior to the Closing Date).  Any “negative” amounts of original issue discount on such Class attributable to rapid prepayments with respect to the Mortgage Loans will not be deductible currently. The Holder of a Class X-A Certificate may be entitled to a deduction for a loss, which may be a capital loss, to the extent it becomes certain that such Holder will not recover a portion of its basis in such Class, assuming no further prepayments. In the alternative, it is possible that rules similar to the “noncontingent bond method” of the contingent interest rules of the OID Regulations may be promulgated with respect to such Class. Unless and until required otherwise by applicable authority, it is not anticipated that the contingent interest rules will apply.

For the purpose of accruing OID, if any, determining whether such OID is de minimis and amortizing any premium, the yield to maturity of each Class of Offered Certificates is determined by projecting payments due on that Class based on a prepayment assumption made with respect to the REMIC’s assets.  The prepayment assumption to be used for tax reporting purposes with respect to the Offered Certificates is 0% CPR, provided that, if applicable, it is assumed that any ARD Loan will prepay on its respective anticipated repayment date.  No representation, however, is made of the rate at which prepayments on the mortgage loans will occur.

Premium.  If a Certificateholder is treated as having purchased an Offered Certificate at initial issuance or in the secondary market for a price that is greater than the remaining stated redemption price at maturity, the Certificateholder will have acquired the Offered Certificate at a premium. See “MATERIAL FEDERAL INCOME TAX CONSEQUENCES—REMICs—Taxation of Owners of REMIC Regular Certificates—Premium” in the accompanying prospectus.  It is anticipated that the Class      , Class       and Class       Certificates will be issued at a premium for federal income tax reporting purposes.

Special Tax Attributes of the Offered Certificates

Offered Certificates held by a domestic building and loan association will constitute “regular interests in a REMIC” within the meaning of Section 7701(a)(19)(C)(xi) of the Code in proportion to the assets of the REMICs that are described in Section 7701(a)(19)(C)(i) through (x).  If, however, at least 95 percent of the assets of the REMIC are described in Section 7701(a)(19)(C)(i) through (x), the entire Offered Certificate will so qualify.  In addition, Offered Certificates held by a REIT will constitute “real estate assets” within the meaning of Section 856(c)(5)(B) of the Code.  If at any time during a calendar year less than 95 percent of the assets of the REMICs consist of “real estate assets,” then the portion of the Offered Certificates that are real estate assets under Section 856(c)(5)(B) during the calendar year will be limited to the portion of the assets of the REMICs that are real estate assets.  Similarly, interest income on the Offered Certificates will be treated as “interest on obligations secured by mortgages on real property” within the meaning of Section 856(c)(3)(B) of the Code, subject to the same limitation as set forth in the preceding sentence.  Mortgage Loans that have been defeased with U.S. Treasury obligations will not qualify for the foregoing treatments.

Offered Certificates also will be “qualified mortgages” within the meaning of Section 860G(a)(3) of the Code with respect to another REMIC, provided that they are transferred to such other REMIC within the periods required by the Code.

The Offered Certificates will be “evidences of indebtedness” within the meaning of Section 582(c)(1) of the Code, so that gain or loss recognized from the sale of an Offered Certificate by a bank or thrift institution to which that section of the Code applies will be ordinary income or loss.

Further Information

For a discussion of the deductibility, character and timing of losses with respect to the Offered Certificates, see “MATERIAL FEDERAL INCOME TAX CONSEQUENCES—REMICs—Taxation of Owners of REMIC Regular Certificates—Realized Losses” in the attached prospectus.

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For further information regarding the federal income tax consequences of investing in the Offered Certificates, see “MATERIAL FEDERAL INCOME TAX CONSEQUENCES—REMICs—Taxation of Owners of REMIC Regular Certificates” in the attached prospectus.

DUE TO THE COMPLEXITY OF THESE RULES AND THE CURRENT UNCERTAINTY AS TO THE MANNER OF THEIR APPLICATION TO THE ISSUING ENTITY AND CERTIFICATEHOLDERS, IT IS PARTICULARLY IMPORTANT THAT POTENTIAL INVESTORS CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX TREATMENT OF THEIR ACQUISITION, OWNERSHIP AND DISPOSITION OF THE OFFERED CERTIFICATES.

STATE AND LOCAL TAX CONSIDERATIONS

In addition to the federal income tax consequences described in “MATERIAL FEDERAL INCOME TAX CONSEQUENCES” in this free writing prospectus, potential investors should consider the state, local and other income tax consequences of the acquisition, ownership, and disposition of the Certificates.  State, local and other 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 investors should consult their own tax advisors with respect to the various tax consequences of investments in the Certificates.

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CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS

The following discussion summarizes certain legal aspects of mortgage loans secured by real property in Florida, California and Ohio representing approximately 20.6%, 12.6% and 12.0%, respectively, of the Initial Pool Balance by allocated loan amount, which are general in nature.

Mortgage loans involving real property in Florida are secured by mortgages, and foreclosures are accomplished by judicial foreclosure.  There is no power of sale in Florida.  After an action for foreclosure is commenced and the lender secures a final judgment, such judgment will provide that the property be sold at a public sale at the courthouse (or on-line depending on the county) if the full amount of the judgment is not paid prior to the scheduled sale.  Fla Statute 45.031 requires that foreclosure sale be held no earlier than 20 (but not more than 35) days after the judgment is entered.  However, given the backlog of foreclosure cases in many counties, it is not unusual for foreclosure sales to be held later than the 35 day period specified in the statute. After the foreclosure judgment is entered and prior to the foreclosure sale, a notice of sale must be published once a week for two (2) consecutive weeks in the county in which the property is located.  There is no right of redemption after the filing of the clerk’s certificate at the conclusion of the foreclosure sale.  However, a certificate of title transferring title to the foreclosed property is not issued until 10 days after the foreclosure sale, and challenges to the foreclosure sale are permitted within that 10-day period.  Florida does not have a “one action rule” or “anti-deficiency legislation,” and deficiency judgments are permitted to the extent not prohibited by the applicable loan documents.  Subsequent to a foreclosure sale, however, a lender is generally required to prove the value of the property as of the date of foreclosure sale in order to recover a deficiency.  Further, Florida law limits any deficiency judgment (if otherwise permitted) against a borrower following a judicial sale to the excess of the final judgment amount (which generally equals the amount of outstanding debt plus attorneys’ fees and other collection costs) over the fair market value of the property at the time of the judicial sale.  In limited circumstances, the lender may have a receiver appointed during the pendency of the foreclosure action.

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 (so long as it is permitted under a specific provision in the deed of trust) or by judicial foreclosure, in each case subject to and accordance with the applicable procedures and requirements of California law. 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 property; however, there is no redemption following a trustee’s power of sale. California’s “security first” and “one action” rules require the lender to complete foreclosure of all real estate provided as security under the deed of trust in a single action in an attempt to satisfy the full debt before bringing a personal action (if otherwise permitted) against the 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 indemnity.   This restriction may apply to property which is not located in California if a single promissory note is secured by property located in California and other jurisdictions. California case law has held that acts such as (but not limited to) 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 mortgage loan and a loss of the ability to sue for the debt.  A sale by the trustee under the deed of trust does not constitute an “action” for purposes of the “one action rule”.  Other statutory provisions in California limit any deficiency judgment (if otherwise permitted) against the 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 (and in the case of certain types of purchase money acquisition financings, under all circumstances), the lender is precluded from seeking a deficiency judgment from the borrower or, under certain circumstances, guarantors.

On the other hand, under certain circumstances, California law permits separate and even contemporaneous actions against both the borrower (as to the enforcement of the interests in the collateral securing the loan) and any guarantors.  California statutory provisions regarding assignments of rents and leases require that a lender whose loan is secured by such an assignment must exercise a remedy with respect to rents as authorized by statute in order

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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.

Commercial mortgage loans in Ohio are generally secured by mortgages on the related real estate, and such mortgages are foreclosed judicially. A suit to foreclose a mortgage is initiated with the filing, in the county in which the real estate is located, of a complaint against, and the service of a summons and complaint upon, the owner of the real estate and all parties with a recorded interest in the real estate.  Along with the complaint, the filing plaintiff must include a preliminary judicial lien report or a commitment of an owner’s fee policy of title insurance (practice varies from county to county) that is prepared by a title company and includes, among other things, a complete legal description of each parcel of real estate to be sold at the judicial sale as well as the home and addresses of all record owners and lienholders.  In many counties, the plaintiff must also file proof of ownership of the original note.  If no answers to the complaint are filed, a judgment by default foreclosing the mortgage may be filed. If an answer is filed, any disputes raised by the answer must be determined judicially by summary disposition, if appropriate, or by trial. Once a judgment foreclosing the mortgage has been filed, the plaintiff files a praecipe with the clerk of courts requesting that an order and notice of sale of the real estate be issued by the clerk of the courts to the sheriff of the county in which the foreclosure judgment was entered. An advertisement of the foreclosure sale is published once a week for three to five consecutive weeks (practice varies from county to county) beginning at least 30 days prior to the sale in a newspaper of general circulation in the county in which the judgment was entered and in which the real estate is located. The notice of the sale, with a copy of the advertisement of sale that is to be published, is normally sent by restricted and regular mail to the owner of the real estate and all parties claiming an interest in the real estate. The sheriff appoints three disinterested feeholders who must agree on the value of the related property. The sale is conducted by the sheriff’s office at the courthouse in the county in which the judgment was rendered, on the property or elsewhere as ordered by the court. The property must sell for at least two-thirds of the appraised value; and if the minimum bid is not received, the property must be reappraised and auctioned again.  A party may petition the court for relief from the minimum bid requirement after an unsuccessful sale.  Any delinquent real estate taxes on the real estate must be paid out of the proceeds of the sheriff’s sale.  If the mortgagee bids its debt, the mortgagee is not required to pay the purchase price, but is required to pay off prior liens, taxes and sheriff’s costs.  After the sale, a return is filed by the sheriff conducting the sale. A motion to confirm the sale must be filed with the court issuing the order of sale. If the court finds that the sale was performed in conformity with law and equity, the court will issue an order confirming the sale, which cuts off the equity of redemption. Upon the entry of an order confirming the sale, the sheriff conducting the sale will issue a sheriff’s deed to the real estate to the successful purchaser at the sale.

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CERTAIN ERISA CONSIDERATIONS

The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the Code impose restrictions on Plans that are subject to ERISA and/or Section 4975 of the Code and on persons that are Parties in Interest with respect to such Plans.  ERISA also imposes duties on persons who are fiduciaries of Plans subject to ERISA, including the duty of investment prudence and diversification and the requirement that a Plan’s investments be made in accordance with the documents governing the Plan.  Under ERISA, any person who exercises any authority or control respecting the management or disposition of the assets of a Plan, and any person who provides investment advice with respect to such assets for a fee, is a fiduciary of such Plan.  ERISA and Section 4975 of the Code also prohibit certain transactions between a Plan and Parties in Interest with respect to such Plan.  Governmental plans (as defined in Section 3(32) of ERISA) and most non-U.S. plans as described by Section 4(b)(4) of ERISA are not subject to the restrictions of ERISA and the Code.  However, such plans may be subject to similar provisions of applicable federal, state, local or non-U.S. law.

“Plans” means (a) employee benefit plans as defined in Section 3(3) of ERISA that are subject to Title I of ERISA, (b) plans as defined in Section 4975 of the Code that are subject to Section 4975 of the Code and (c) entities whose underlying assets include plan assets by reason of an employee benefit plan’s or a plan’s investment in such entities.

“Parties in Interest” means persons who have specified relationships to Plans (“parties in interest” under Section 406 of ERISA or “disqualified persons” under Section 4975 of the Code).

Plan Assets and Prohibited Transactions

Under Section 3(42) of ERISA and the U.S. Department of Labor (“DOL”) regulation located at 29 C.F.R. Section 2510.3-101, as a general rule, the underlying assets and properties of corporations, partnerships, trusts and certain other entities in which a Plan makes an “equity” investment will be deemed for certain purposes, including the prohibited transaction provisions of ERISA and Section 4975 of the Code, to be assets of the investing Plan unless certain exceptions apply.  We cannot predict in advance, nor can there be any continuing assurance, whether those exceptions may be applicable because of the factual nature of the regulations set forth by the DOL.  For example, one of the exceptions in the regulations provides that the underlying assets of an entity will not be considered “plan assets” if less than 25% of the value of each class of equity interests is held by “benefit plan investors,” which include Plans, as well as entities holding “plan assets,” but this exception will be tested immediately after acquisition of a Certificate, whether upon initial issuance or in the secondary market.  Because there are no relevant restrictions on the purchase and transfer of the Certificates by Plans, it cannot be assured that benefit plan investors will own less than 25% of each class of Certificates.  If the assets of the Issuing Entity were deemed to constitute Plan assets by reason of a Plan’s investment in Certificates, such Plan asset would include an undivided interest in the mortgage loans and any other assets of the Issuing Entity.  If the mortgage loans or other Issuing Entity assets constitute Plan assets, then any party exercising management or discretionary control regarding those assets may be deemed to be a “fiduciary” with respect to those assets, and thus subject to the fiduciary requirements and prohibited transaction provisions of ERISA and Section 4975 of the Code with respect to the mortgage loans and other Issuing Entity assets.

Affiliates of the depositor, the underwriters, the master servicer, the special servicer and certain of their respective affiliates might be considered or might become fiduciaries or other Parties in Interest with respect to investing Plans.  Moreover, the trustee, the certificate administrator, the master servicer, the special servicer, the Controlling Class Representative or certain of their respective affiliates might be considered fiduciaries or other Parties in Interest with respect to investing Plans.  In the absence of an applicable exemption, “prohibited transactions”— within the meaning of ERISA and Section 4975 of the Code — could arise if Certificates were acquired by, or with “plan assets” of, a Plan with respect to which any such person is a Party in Interest.

In addition, an insurance company proposing to acquire or hold the Certificates with assets of its general account should consider the extent to which such acquisition or holding would be subject to the requirements of ERISA and Section 4975 of the Code under John Hancock Mutual Life Insurance Co. v. Harris Trust and Savings Bank, 510 U.S. 86 (1993), and Section 401(c) of ERISA, as added by the Small Business Job Protection Act of 1996, Public Law No. 104-188, and subsequent DOL and judicial guidance.  See “—Insurance Company General Accounts” below.

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Further, Section 403 of ERISA requires that all Plan assets be held in trust by the Plan trustee or a duly authorized fiduciary.  However, DOL regulations provide that even if the underlying assets of an entity are deemed to be assets of a Plan that invests in the entity, the trust requirement of Section 403 of ERISA will be satisfied if the indicia of ownership of the Plan’s interest in the entity are held in trust by the Plan trustee or fiduciary (29 C.F.R. Section 2550.403a-1(b)(3)).  The possession by the Plan trustee or fiduciary of the Certificates should satisfy the trust requirement as to the underlying assets of the Issuing Entity.

Special Exemption Applicable to the Offered Certificates

With respect to the acquisition and holding of the Offered Certificates, the DOL has granted to the underwriters or predecessors-in-interest thereto individual prohibited transaction exemptions (as amended, the “Exemptions”), which generally exempt from certain of the prohibited transaction rules of ERISA and Section 4975 of the Code transactions relating to:

● the initial purchase, the holding, and the subsequent resale by Plans of Offered Certificates evidencing interests in pass-through trusts; and

● transactions in connection with the servicing, management and operation of such trusts, provided that the assets of such trusts consist of certain secured receivables, loans and other obligations that meet the conditions and requirements of the Exemptions.

The assets covered by the Exemptions include mortgage loans such as the mortgage loans held by the Issuing Entity and fractional undivided interests in such loans.

The Exemptions as applicable to the Offered Certificates (and as modified by Prohibited Transaction Exemption 2013-08) set forth the following five general conditions which must be satisfied for exemptive relief:

● the acquisition of the Offered Certificates by a Plan must be on terms, including the price for the Offered Certificates, that are at least as favorable to the Plan as they would be in an arm’s-length transaction with an unrelated party;

● the Offered Certificates acquired by the Plan must have received a rating at the time of such acquisition that is in one of the four highest generic rating categories from at least one NRSRO that meets the requirements of the Exemptions (an “Exemption Rating Agency”);

● the trustee cannot be an affiliate of any other member of the Restricted Group, other than an underwriter.  The “Restricted Group” consists of the trustee, the underwriters, the depositor, the sponsors, the master servicer, the special servicer and any borrower with respect to mortgage loans constituting more than 5% of the aggregate unamortized principal balance of the mortgage loans as of the date of initial issuance of such classes of Offered Certificates, or any affiliate of any of these parties;

● the sum of all payments made to and retained by the underwriters in connection with the distribution of the Offered Certificates must represent not more than reasonable compensation for underwriting the Offered Certificates; the sum of all payments made to and retained by the depositor in consideration of the assignment of the mortgage loans to the Issuing Entity must represent not more than the fair market value of such mortgage loans; the sum of all payments made to and retained by the master servicer, the special servicer, and any sub-servicer must represent not more than reasonable compensation for such person’s services under the Pooling and Servicing Agreement or other relevant servicing agreement and reimbursement of such person’s reasonable expenses in connection therewith; and

● the Plan investing in the Offered Certificates must be an “accredited investor” as defined in Rule 501(a)(1) of Regulation D under the Securities Act of 1933.

A fiduciary of a Plan contemplating purchasing any Offered Certificates in the secondary market must make its own determination that at the time of such acquisition, such Offered Certificates continue to satisfy the second general condition set forth above.  The depositor expects that the third general condition set forth above will be satisfied with respect to each class of Offered Certificates.  A fiduciary of a Plan contemplating purchasing any

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Offered Certificates must make its own determination that at the time of purchase the general conditions set forth above will be satisfied with respect to such Offered Certificates, including a determination whether one or more of the Rating Agencies meets the requirements to be an Exemption Rating Agency.

The Exemptions also require that the Issuing Entity meet the following requirements:

● the corpus of the Issuing Entity must consist solely of assets of a type that have been included in other investment pools;

● certificates in such other investment pools must have been rated in one of the four highest generic rating categories by at least one Exemption Rating Agency for at least one year prior to the Plan’s acquisition of Offered Certificates; 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 Plan’s acquisition of Offered Certificates.

Some of the relief provided by the Exemptions does not apply to Plans sponsored by any member of the Restricted Group.

Before purchasing any Offered Certificates, a fiduciary of a Plan should itself confirm (a) that such Offered Certificates constitute “securities” for purposes of the Exemptions, (b) that the Issuing Entity constitutes a “trust” for purposes of the Exemptions, and (c) that the specific and general conditions of the Exemptions and the other requirements set forth in the Exemptions would be satisfied.

In addition to making its own determination as to the availability of the exemptive relief provided in the Exemptions, the Plan fiduciary should consider the availability of other prohibited transaction exemptions.  The fiduciary of a plan not subject to ERISA or Section 4975 of the Code, such as a governmental plan, should make its own determination as to the need for the availability of any exemptive relief under applicable law.  Each purchaser of Offered Certificates that is a Plan or a governmental plan will be deemed to have represented that its acquisition, holding and disposition of such Offered Certificates will not constitute or otherwise result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or a similar non-exempt violation of applicable law).

Moreover, the Exemptions provide relief from certain self-dealing/conflict of interest prohibited transactions, but only if, among other requirements:

●   the investing Plan fiduciary or its affiliates is an obligor with respect to 5% or less of the fair market value of the obligations contained in the Issuing Entity;

●     the Plan’s investment in each class of Offered Certificates does not exceed 25% of all of the Offered Certificates outstanding of that class at the time of the acquisition; and

●     immediately after the acquisition, no more than 25% of the assets of the Plan are invested in certificates representing an interest in one or more trusts containing assets sold or serviced by the same entity.

We anticipate that the Exemptions will apply to the acquisition and holding of the Offered Certificates by Plans or persons acting on behalf of or with “plan assets” of Plans, and that all of the above conditions of the Exemptions, other than those within the control of the investing Plans or Plan investors, have been met with respect to the Offered Certificates.

If certain additional conditions are satisfied, the Exemptions may provide an exemption from certain of the prohibited transaction rules of ERISA and the Code with respect to transactions in connection with the servicing, management and operation of the Issuing Entity.  The depositor expects that these additional conditions will be satisfied.

S-347

Insurance Company General Accounts

Based on the reasoning of the United States Supreme Court in John Hancock Mutual Life Ins. Co. v. Harris Trust and Savings Bank, an insurance company’s general account may be deemed to include assets of the Plans investing in the general account (e.g., through the purchase of an annuity contract), and the insurance company might be treated as a Party in Interest with respect to a Plan by virtue of such investment.  Any investor that is an insurance company using the assets of an insurance company general account should note that the Small Business Job Protection Act of 1996 added Section 401(c) of ERISA relating to the status of the assets of insurance company general accounts under ERISA and Section 4975 of the Code.  Pursuant to Section 401(c), the Department of Labor issued final regulations effective January 5, 2000 with respect to insurance policies issued on or before December 31, 1998 that are supported by an insurer’s general account.  As a result of these regulations, assets of an insurance company general account will not be treated as “plan assets” for purposes of the fiduciary responsibility provisions of ERISA and Section 4975 of the Code to the extent such assets relate to contracts issued to employee benefit plans on or before December 31, 1998 and the insurer satisfied various conditions.

Any assets of an insurance company general account which support insurance policies or annuity contracts issued to Plans after December 31, 1998, or on or before that date for which the insurer does not comply with the final regulations issued by the DOL under Section 401(c) of ERISA clarifying the application of ERISA to Insurance Company General Accounts (the “401(c) Regulations”), may be treated as “plan assets” of such Plans.  Because Section 401(c) does not relate to insurance company separate accounts, separate account assets continue to be treated as “plan assets” of any Plan that is invested in such separate account.  Insurance companies contemplating the investment of general account assets in the Offered Certificates should consult with their legal counsel with respect to the applicability of Section 401(c).

Accordingly, any insurance company that acquires or holds any Offered Certificate will be deemed to have represented and warranted to the depositor, the underwriters, the trustee, the certificate administrator and the master servicer that (1) such acquisition and holding is permissible under applicable law, including the Exemptions, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code, and will not subject the depositor, the trustee, the certificate administrator, the underwriters or the master servicer to any obligation in addition to those undertaken in the Pooling and Servicing Agreement, or (2) the source of funds used to acquire and hold such Offered Certificates is an “insurance company general account,” as defined in DOL Prohibited Transaction Class Exemption (“PTCE”) 95-60, and the applicable conditions set forth in PTCE 95-60 have been satisfied.

General Investment Considerations

Prospective Plan or governmental or non-U.S. plan investors should consult their legal counsel concerning the impact of ERISA, Section 4975 of the Code or any corresponding provisions of applicable federal, state, local or non-U.S. law, the applicability of the Exemptions, or other exemptive relief, and the potential consequences to their specific circumstances, prior to making an investment in the Certificates.  Moreover, each Plan fiduciary should determine whether, under the general fiduciary standards of ERISA regarding prudent investment procedure and diversification, an investment in the Offered Certificates is appropriate for the Plan, taking into account the overall investment policy of the Plan and the composition of the Plan’s investment portfolio.

The sale of Offered Certificates to a Plan is in no respect a representation or warranty by the depositor, the underwriters, the trustee, the certificate administrator, the custodian, the special servicer or the master servicer that this investment meets all relevant legal requirements with respect to investments by Plans generally or any particular Plan, that the Exemptions would apply to the acquisition of this investment by Plans in general or any particular Plan, or that this investment is appropriate for Plans generally or for any particular Plan.

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LEGAL INVESTMENT

No Class of the Offered Certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended (“SMMEA”).  The appropriate characterization of the Offered Certificates under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase Offered Certificates, is subject to significant interpretive uncertainties.

Except as regards their status under SMMEA, 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 an NRSRO to a less than “investment grade” rating (i.e., lower than the top four rating categories) may adversely affect the ability of an investor to purchase or retain, or otherwise impact the regulatory characteristics of, that class.  The uncertainties described above (and any unfavorable future determinations concerning the legal investment or financial institution regulatory characteristics of the Offered Certificates) may adversely affect the liquidity, market value and regulatory characteristics 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 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, or other regulatory restrictions.

See “LEGAL INVESTMENT” in the attached prospectus.

LEGAL MATTERS

The legality of the Offered Certificates and the material federal income tax consequences of investing in the Offered Certificates will be passed upon for Banc of America Merrill Lynch Commercial Mortgage Inc. by Cadwalader Wickersham & Taft LLP, Charlotte, North Carolina.  Certain legal matters with respect to the Offered Certificates will be passed upon for the underwriters by Sidley Austin LLP, New York, New York.

RATINGS

It is a condition of the issuance of the Offered Certificates that they receive the following credit ratings from Fitch Ratings, Inc. (“Fitch”), Moody’s Investors Service, Inc. (“Moody’s” ), and Morningstar Credit Ratings, LLC (“Morningstar” ), (each of Fitch, Moody’s and Morningstar, a “Rating Agency,” and collectively, the “Rating Agencies”).

Class	Fitch	Moody’s	Morningstar
Class A-1	AAA(sf)	Aaa(sf)	AAA
Class A-2	AAA(sf)	Aaa(sf)	AAA
Class A-AB	AAA(sf)	Aaa(sf)	AAA
Class A-3	AAA(sf)	Aaa(sf)	AAA
Class A-4	AAA(sf)	Aaa(sf)	AAA
Class X-A	AAA(sf)	Aaa(sf)	AAA
Class A-S	AAA(sf)	Aaa(sf)	AAA
Class B	AA-(sf)	Aa3(sf)	AA+
Class PST	A-(sf)	A2(sf)	A+
Class C	A-(sf)	A3(sf)	A+

It is expected that each of the Rating Agencies identified above will perform ratings surveillance with respect to its ratings for so long as the Offered Certificates remain outstanding, except that a Rating Agency may stop performing ratings surveillance at any time, if, among other reasons, that Rating Agency does not have sufficient information to allow it to continue to perform ratings surveillance on the Offered Certificates.  The depositor has no

S-349

ability to ensure that the Rating Agencies will perform ratings surveillance.  Fees for such ratings surveillance have been prepaid by the depositor.  The ratings of the Offered Certificates address the likelihood of the timely payment of interest and the ultimate payment of principal, if any, due on the Offered Certificates by the Rated Final Distribution Date.  The ratings on 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, qualification or withdrawal at any time by the assigning Rating Agency.

The ratings of the Offered Certificates do not represent any assessment of (1) the likelihood or frequency of Principal Prepayments, voluntary or involuntary, on the mortgage loans, (2) the degree to which such prepayments might differ from those originally anticipated, (3) whether and to what extent Prepayment Premiums, Yield Maintenance Charges, Excess Interest or default interest will be received, (4) the allocation of Net Aggregate Prepayment Interest Shortfalls or (5) the tax treatment of the Offered Certificates or of the Issuing Entity.

A security rating on mortgage pass-through certificates does not represent any assessment of the yield to maturity that investors may experience or the possibility that the Holders of the Class X-A Certificates might not fully recover their initial investments in the event of delinquencies or defaults or rapid prepayments on the mortgage loans (including both voluntary and involuntary prepayments) or the application of any realized losses.  In general, the ratings thus address credit risk and not prepayment risk.  As described herein, the amounts payable with respect to the Class X-A Certificates consist only of interest.  If all of the mortgage loans were to prepay in the initial month, with the result that Holders of the Class X-A Certificates receive only a single month’s interest and thus suffer a nearly complete loss of their investment, all amounts “due” to such Certificateholders would nevertheless have been paid, and such result will be consistent with the securities ratings assigned to such Certificates.  The Notional Amount 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 Amount, but only the obligation to distribute interest timely on such Notional Amount 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 certificates.

Other NRSROs 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 Exchange Act.  If any such unsolicited ratings are issued, we cannot assure you that they will not be lower than those ratings assigned by Fitch, Moody’s or Morningstar.  The issuance of unsolicited ratings on one or more classes of the Offered Certificates that are lower than the ratings assigned by Fitch, Moody’s or Morningstar may negatively impact the liquidity, market value and regulatory characteristics of that class.  Furthermore, the SEC may determine that one or more of Fitch, Moody’s or Morningstar no longer qualifies as an NRSRO, or is no longer qualified to rate the Offered Certificates, and that determination may also have an adverse effect on the liquidity, market value and regulatory characteristics of the Offered Certificates.

As part of the process of obtaining ratings for the Offered Certificates, the depositor had initial discussions with and submitted certain materials to DBRS, Fitch, KBRA, Moody’s, Morningstar and S&P.  Based on preliminary feedback from those six (6) NRSROs at that time, the depositor selected Fitch, Moody’s or Morningstar to rate the Offered Certificates and not the other NRSROs, due in part to those NRSROs’ initial subordination levels for the various classes of Offered Certificates.  Had the depositor selected any of such other NRSROs to rate the Offered Certificates, we cannot assure you as to the ratings that any such other NRSRO ultimately would 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.

See “RISK FACTORS—Risks Related to the Offered Certificates—Ratings of the Offered Certificates Do Not Represent Any Assessment of the Yield to Maturity That a Certificateholder May Experience and Such Ratings May Be Reviewed, Revised, Suspended, Downgraded, Qualified or Withdrawn By the Applicable Rating Agency” in this free writing prospectus.

S-350

INDEX OF DEFINED TERMS

17g-5 Information Provider	S-225	Certificate Administrator Fee Rate	S-231
17g-5 Information Provider’s Website	S-310	Certificate Owner	S-179
1986 Act	S-340	Certificate Principal Balance	S-180
2010 PD Amending Directive	xiii	Certificateholder	S-231, S-338
2012 Wells Assessment	S-168	Certificates	S-178
401(c) Regulations	S-348	CIBC	S-157
A/B Whole Loan	S-292	CIBC Data File	S-162
Acceptable Insurance Default	S-316	CIBC Deal Team	S-162
Accrued Certificate Interest	S-192	CIBC Mortgage Loans	S-250
Additional Servicer	S-302	CIBX	S-157
Additional Trust Expenses	S-190	Class	S-178
Administrative Fee Rate	S-183	Class A Senior Certificates	S-178
ADR	S-278	Class A-S Percentage Interest	S-181
Advance Rate	S-211	Class A-S Trust Component	S-181
Advances	S-211	Class A-S-PST Percentage Interest	S-181
Affected Loan(s)	S-289	Class B Percentage Interest	S-181
AFR	S-338	Class B Trust Component	S-181
Allocable Modification Fee	S-299	Class B-PST Percentage Interest	S-181
Anchor Tenant	S-63	Class C Percentage Interest	S-182
Ancillary Fees	S-300	Class C Trust Component	S-182
Annual Debt Service	S-278	Class C-PST Percentage Interest	S-182
Anticipated Repayment Date	S-261	Class PST Component	S-182
Appraisal Event	S-215	Class PST Component A-S	S-182
Appraisal Reduction	S-216	Class PST Component B	S-182
Appraised Value	S-279	Class PST Component C	S-182
Appraised-Out Class	S-218	Class X Certificates	S-178
ARD	S-261	Class X Strip Rate	S-183
ARD Loan	S-261	Class X YM Distribution Amount	S-199
Article 122a	S-117	Clearstream	S-179
Articles 404-410	S-117	CMBS	S-175
Asset Status Report	S-320	Code	S-338
Assumed Scheduled Payment	S-210	Collateral Support Deficit	S-204
Assumption Fees	S-298	Collection Account	S-186
Automatic Termination	xi	Collection Period	S-183
Available Distribution Amount	S-189	Collective Consultation Period	S-317
B Note	S-292	Compensating Interest	S-190
Balloon Loans	S-210	Compensating Interest Payment	S-298
Balloon LTV	S-280	Condemnation Proceeds	S-187
Balloon Payment	S-210	Consent Fees	S-299
BAMLL	S-146	Constant Prepayment Rate	S-242
Bank of America	S-120	Control Eligible Certificates	S-10, S-318
Bank of America Data File	S-126	Controlling Class	S-317
Bank of America Guidelines	S-121	Controlling Class Representative	S-317
Bank of America Mortgage Loans	S-250	CPR	S-242
Bank of America Securitization Database	S-126	CPY	S-242
Base Interest Fraction	S-200	CRE Loans	S-155
B-piece buyer	S-12	CREFC®	S-225
BSSF	S-157	CREFC® License Fee	S-183
Business Day	S-189	CREFC® License Fee Rate	S-184
CBE	S-248	CREFC® Reports	S-225
Certificate Administrator	S-6	Cross Over Date	S-198
Certificate Administrator Fee	S-231	Crossed Mortgage Loans	S-289

S-351

Custodian	S-6	Hard Lockbox	S-262
Custodian Fee	S-237	Holder	S-231
Cut-off Date	S-250	Initial Pool Balance	S-250
Cut-off Date Balance	S-250	Initial Rate	S-261
Cut-off Date Loan-to-Value Ratio	S-279	In-Place Cash Management	S-262
Cut-off Date LTV	S-279	Insurance Proceeds	S-187
Cut-off Date LTV Ratio	S-279	Intercreditor Agreement	S-292
DBTCA	S-167	Interest Accrual Period	S-184
Debt Service Coverage Ratio	S-282	Interest Only Certificates	S-178
Defective Mortgage Loan	S-289	Interest Reserve Account	S-187
Demand Entities	S-145, S-156	Interest Reserve Amount	S-188
Depositor	S-6, S-165	Interest Reserve Loan	S-188
Determination Date	S-189	Interested Person	S-334
Directing Holder	S-293	Investor Certification	S-225
Disclosable Special Servicer Fees	S-306	Investor Q&A Forum;	S-224
Discount Rate	S-200	Investor Registry	S-223
Distributable Certificate Interest	S-191	IO	S-279
Distribution Account	S-187	IO Period UW NCF DSCR	S-29, S-279
Distribution Date	S-189	IRS	S-338
Distribution Date Statement	S-219	Issuing Entity	S-6, S-165, S-250
Document Defect	S-287	Liquidation Fee	S-304
DOL	S-345	Liquidation Proceeds	S-187
DSCR	S-282	Loan Pair	S-292
DTC	S-179	Loan Per Unit	S-279
Due Date	S-179	Loan-to-Value Ratio	S-280
Due-on-Encumbrance	S-257	Lock-Out Periods	S-253
Due-on-Sale	S-257	Lower-Tier REMIC	S-339
EEA	xiii, S-117	LTV	S-280
Eligible Trust Advisor	S-324	LTV Ratio at Maturity	S-280
ERISA	S-345	MAI	S-214
ESA	S-161	Major Decision	S-315
Escrow Account	S-217	Marriott Chicago River North Hotel
Escrow/Reserve Mitigating Circumstances	S-160	Companion Loan	S-270
EU Prospectus Directive	xiii	Marriott Chicago River North Hotel
Euroclear	S-179	Companion Loan Securitization Date	S-270
Excess Interest	S-338	Marriott Chicago River North Hotel
Excess Liquidation Proceeds	S-188	Controlling Note Holder	S-271
Excess Liquidation Proceeds Account	S-188	Marriott Chicago River North Hotel
Excess Modification Fees	S-299	Intercreditor Agreement	S-271
Excess Penalty Charges	S-300	Marriott Chicago River North Hotel Loan
Excess Trust Advisor Expenses	S-194	Pair	S-270
Exchange Proportion	S-184	Marriott Chicago River North Hotel Major
Exchangeable Certificates	S-178	Decisions	S-272
Exemption Rating Agency	S-346	Marriott Chicago River North Hotel
Exemptions	S-346	Mortgage Loan	S-270
Expected Final Distribution Date	S-227	Marriott Chicago River North Hotel
FIEL	xv	Mortgaged Property	S-270
Final Asset Status Report	S-320	Marriott Chicago River North Hotel Non-
Fitch	S-349	Controlling Note Holder	S-273
Foreign Person	S-338	Marriott Chicago River North Hotel Pooling
Form 8-K	S-289	and Servicing Agreement	S-270
FSMA	xiii	Master Servicer	S-7, S-171
GLA	S-279	Master Servicer Remittance Date	S-209
Government Securities	S-255	Master Servicer Termination Event	S-300
Grace Period	S-279	Master Servicing Fee	S-298
Grantor Trust	S-182	Master Servicing Fee Rate	S-298

S-352

Material Breach	S-287	Period	S-168
Material Document Defect	S-287	Permitted Cure Period	S-288
Middle-Tier REMIC	S-339	Permitted Special Servicer/Affiliate Fees	S-306
Midland	S-175	Pooling and Servicing Agreement	S-291
MLMI	S-145	PRC	xv
Modification Fees	S-299	Prepayment Interest Excess	S-208
Money Term	S-217	Prepayment Interest Shortfall	S-207
Moody’s	S-349	Prepayment Premium	S-199
Morgan Stanley Bank of America Merrill		Prime Rate	S-211
Lynch Trust 2013-C11	S-226	Principal Balance Certificates	S-178
Morningstar	S-349	Principal Distribution Amount	S-192
Mortgage File	S-286	Principal Prepayments	S-200
Mortgage Loan Purchase Agreement	S-250	Private Placement Memorandum	S-178
Mortgage Pool	S-250	Privately Offered Certificates	S-178
Mortgage Rate	S-280	Privileged Information	S-320
MSMCH	S-148	Privileged Person	S-223
MSMCH Data File	S-154	Prohibited Party	S-233
MSMCH Mortgage Loans	S-250	PTCE	S-348
MSMCH Securitization Database	S-153	Purchase Price	S-288
Net Aggregate Prepayment Interest Shortfall	S-192	Qualified Replacement Special Servicer	S-309
Net Mortgage Rate	S-183	Qualifying Substitute Mortgage Loan	S-288
Net Operating Income	S-280	Rated Final Distribution Date	S-227
NOI	S-280	Rating Agencies	S-349
NOI Date	S-280	Rating Agency	S-349
Non-30/360 Loan	S-188	Rating Agency Communication	S-310
None	S-262	Rating Agency Confirmation	S-228, S-311
Nonrecoverable Advance	S-212	Record Date	S-189
Non-Serviced Companion Loan	S-293	Regulation AB	S-225
Non-Serviced Loan Combination	S-293	Rehabilitated Mortgage Loan	S-297
Non-Serviced Mortgage Loan	S-293	Relevant Member State	xiii
Non-Serviced Mortgage Loan Master		REMIC	S-339
Servicer	S-293	REMIC Regular Interests	S-339
Non-Serviced Mortgage Loan Pooling and		REO Account	S-188
Servicing Agreement	S-293	REO B Note	S-184
Non-Serviced Mortgage Loan Special		REO Income	S-193
Servicer	S-293	REO Mortgage Loan	S-184
Non-Serviced Mortgage Loan Trustee	S-293	REO Property	S-201
Notional Amount	S-181	REO Serviced Companion Loan	S-184
NPV Calculation Rate	S-292	REO Taxes	S-336
NRA	S-280	Reporting Errors	S-168
NRSRO	S-224	Reporting Servicer	S-302
Occupancy Rate	S-280	Requesting Holders	S-218
Occupancy Rate As-of Date	S-281	Requesting Party	S-311
Offered Certificates	S-178	Restricted Group	S-346
OID	S-340	Revised Rate	S-261
OID Regulations	S-340	RevPAR	S-281
Other Pooling and Servicing Agreement	S-336	Rooms	S-281
P&I Advance	S-210	SAM	S-169
Pads	S-281	Scheduled Payment	S-179
Pari Passu Loan Primary Servicing Fee Rate	S-294	SEC	S-225
Participants	S-179	Senior Certificates	S-178
Party in Interest	S-231	Senior Consultation Period	S-11, S-317
Pass-Through Rate	S-182	Serviced Companion Loan	S-293
Payment Errors	S-168	Serviced Pari Passu Mortgage Loan	S-293
Penalty Charges	S-300	Servicing Advances	S-211
Percentage Interest	S-189	Servicing Criteria	S-302

S-353

Servicing Function Participant	S-302	Treasury Rate	S-200
Servicing Standard	S-291	Trust Advisor	S-13
Servicing Transfer Event	S-296	Trust Advisor Expenses	S-194
SF	S-281	Trust Advisor Fee	S-322
SFA	xiv	Trust Advisor Fee Rate	S-322
Similar Retention Requirements	S-117	Trust Advisor Standard	S-319
Situs	S-169	Trust Advisor Termination Event	S-324
Situs Holdings	S-169	Trust Component	S-182
SMMEA	S-349	Trustee	S-6, S-167
Soft Lockbox	S-262	Trustee Fee	S-235
Southdale Center Intercreditor Agreement	S-275	U.S. Person	S-338
Southdale Center Mortgage Loan	S-274	Unallocable Modification Fee	S-299
Southdale Center Mortgaged Property	S-274	Underwritten EGI	S-284
Southdale Center Non-Controlling Note		Underwritten Expenses	S-281
Holder	S-277	Underwritten NCF	S-282
Southdale Center Non-Serviced Companion		Underwritten NCF DSCR	S-282
Loan	S-274	Underwritten Net Cash Flow	S-282
Southdale Center Non-Serviced Loan		Underwritten Net Operating Income	S-283
Combination	S-274	Underwritten NOI Debt Yield	S-283
Special Servicer	S-8, S-175	Underwritten Revenue	S-284
Special Servicer Compensation	S-303	Units	S-281
Special Servicer Termination Event	S-307	Unpaid Interest	S-205
Special Servicing Fee	S-303	UPB	S-169
Specially Serviced Mortgage Loan	S-296	Upper-Tier REMIC	S-339
Sponsors	S-5	UW DSCR	S-282
Springing Cash Management	S-262	UW EGI	S-284
Springing Lockbox	S-262	UW NCF	S-282
Sq. Ft.	S-281	UW NCF Debt Yield	S-284
Square Feet	S-281	UW NCF DSCR	S-282
Stated Principal Balance	S-184	UW NOI	S-283
Structuring Assumptions	S-242	UW NOI Debt Yield	S-283
Subordinate Certificates	S-178	UW NOI DSCR	S-284
Subordinate Control Period	S-11, S-317	UW Revenue	S-284
TA Unused Fees	S-188	Voting Rights	S-230
TA Unused Fees Account	S-188	WAC	S-183
Tax Counsel	S-338	Wachovia	S-171
Term to Maturity	S-281	Weighted Average Net Mortgage Rate	S-183
The Mall at Tuttle Crossing Companion		Wells Fargo Bank	S-167
Loan	S-266	Westfield Countryside Intercreditor
The Mall at Tuttle Crossing Controlling		Agreement	S-263
Note Holder	S-267	Westfield Countryside Loan Pair	S-263
The Mall at Tuttle Crossing Intercreditor		Westfield Countryside Major Decision	S-264
Agreement	S-267	Westfield Countryside Mortgage Loan	S-263
The Mall at Tuttle Crossing Loan Pair	S-266	Westfield Countryside Mortgaged Property	S-263
The Mall at Tuttle Crossing Major Decisions	S-267	Westfield Countryside Non-Controlling
The Mall at Tuttle Crossing Mortgage Loan	S-266	Note Holder	S-266
The Mall at Tuttle Crossing Mortgaged		Westfield Countryside Serviced Companion
Property	S-266	Loan	S-263
The Mall at Tuttle Crossing Non-		Workout Fee	S-303
Controlling Note Holder	S-269	Workout-Delayed Reimbursement Amount	S-213
TIA	S-228	Yield Maintenance Charge	S-199
TIA Applicability Determination	S-229

S-354

APPENDIX I

CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

I-1

(THIS PAGE INTENTIONALLY LEFT BLANK)

APPENDIX I - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS
Property Flag	Footnotes	Loan ID	Property Name	% of Initial Pool Balance	Mortgage Loan Originator(1)	Mortgage Loan Seller(1)	Original Balance	Cut-off Date Balance	Maturity/ARD Balance	Cut-off Date Balance per SF/ Units/Rooms/Pads	Loan Purpose
Loan	3	1	Westfield Countryside	11.7%	MSMCH	MSMCH	$100,000,000	$100,000,000	$90,784,451	$333.45	Acquisition
Loan	4	2	The Mall at Tuttle Crossing	11.1%	BANA	BANA	$95,000,000	$95,000,000	$81,468,513	$324.63	Refinance
Loan	7	3	Matrix Corporate Center	9.9%	BANA	BANA	$85,000,000	$85,000,000	$78,044,974	$81.21	Refinance
Loan	5	4	Southdale Center	6.4%	MSMCH	MSMCH	$55,000,000	$55,000,000	$46,234,125	$244.14	Refinance
Loan	6	5	Marriott Chicago River North Hotel	6.4%	BANA	BANA	$55,000,000	$55,000,000	$41,560,691	$229,445.51	Refinance
Loan		6	Bridgewater Campus	5.1%	CIBC	CIBC	$43,500,000	$43,500,000	$37,285,642	$97.39	Refinance
Loan		7	Hilton Waterfront Beach Resort	5.0%	MSMCH	MSMCH	$42,500,000	$42,500,000	$40,039,995	$146,551.72	Refinance
Loan		8	1600 Lexington Ave. - Rochester, NY	4.7%	BANA	BANA	$40,200,000	$40,154,101	$32,792,692	$22.87	Refinance
Loan	7	9	Beverly Garland Hotel	3.5%	BANA	BANA	$30,000,000	$29,969,490	$24,870,219	$117,527.41	Refinance
Loan		10	Paddock Club	3.2%	BANA	BANA	$27,360,000	$27,360,000	$24,527,524	$62,181.82	Acquisition
Loan	8, 9	11	ADG Pool 6	3.0%	BANA	BANA	$25,657,000	$25,625,780	$20,729,496	$18,582.87	Refinance
Property		11.1	Manor Hill				$3,425,000	$3,420,832		$23,270.97	Refinance
Property		11.2	Lake Onalaska				$2,800,000	$2,796,593		$22,553.17	Refinance
Property		11.3	Shorecrest Pointe				$2,600,000	$2,596,836		$32,059.71	Refinance
Property		11.4	Camelot Acres				$2,454,500	$2,451,513		$18,159.36	Refinance
Property		11.5	The Maples				$1,725,000	$1,722,901		$13,783.21	Refinance
Property		11.6	Parkview Terrace				$1,875,000	$1,872,718		$14,405.53	Refinance
Property		11.7	River View Manor				$1,867,500	$1,865,228		$23,913.17	Refinance
Property		11.8	Balsam Lake				$1,612,500	$1,610,538		$19,883.18	Refinance
Property		11.9	Plover Pointe Manor				$1,455,000	$1,453,230		$23,439.19	Refinance
Property		11.10	Oak Manor				$1,425,000	$1,423,266		$15,814.07	Refinance
Property		11.11	Oakwood Terrace				$1,245,000	$1,243,485		$18,840.68	Refinance
Property		11.12	Foxx Glen				$975,000	$973,814		$12,813.34	Refinance
Property		11.13	Willow Grove				$600,000	$599,270		$12,230.00	Refinance
Property		11.14	Kountry Squire				$600,000	$599,270		$11,524.42	Refinance
Property		11.15	Indianhead Manor				$577,500	$576,797		$9,455.69	Refinance
Property		11.16	Markesan				$420,000	$419,489		$19,067.68	Refinance
Loan	8, 9, 10	12	ADG Pool 4	2.8%	BANA	BANA	$23,800,000	$23,771,039	$19,229,138	$19,484.46	Refinance
Property		12.1	Skyview Terrace				$4,102,500	$4,097,508		$37,591.82	Refinance
Property		12.2	Country Crossing				$3,315,000	$3,310,966		$26,070.60	Refinance
Property		12.3	Birch Terrace				$2,820,000	$2,816,569		$14,746.43	Refinance
Property		12.4	Lakeland				$2,209,500	$2,206,811		$18,088.62	Refinance
Property		12.5	Cardinal Crest				$2,400,000	$2,397,080		$21,991.56	Refinance
Property		12.6	Meadowview Place				$2,295,000	$2,292,207		$19,760.41	Refinance
Property		12.7	Harbor Lights				$2,175,000	$2,172,353		$22,866.88	Refinance
Property		12.8	Park Ridge				$1,552,500	$1,550,611		$17,422.59	Refinance
Property		12.9	Pioneer Village				$982,500	$981,304		$10,903.38	Refinance
Property		12.10	Falls View				$825,000	$823,996		$13,966.04	Refinance
Property		12.11	Northview Estates				$615,000	$614,252		$8,531.27	Refinance
Property		12.12	Lake Bluff				$313,000	$312,619		$12,504.77	Refinance
Property		12.13	Forest Glen				$195,000	$194,763		$12,172.67	Refinance
Loan	11, 12	13	University Towers Cooperative	2.3%	MSMCH	MSMCH	$20,000,000	$19,952,715	$13,228,616	$36,343.74	Refinance
Loan	13	14	Wyndham - Virginia Beach	2.1%	MSMCH	MSMCH	$17,600,000	$17,579,905	$14,356,999	$72,048.79	Refinance
Loan		15	Gateway 1 Office Building	2.0%	MSMCH	MSMCH	$17,500,000	$17,500,000	$14,399,978	$173.44	Acquisition
Loan		16	Marriott Jacksonville	2.0%	BANA	BANA	$17,500,000	$17,481,118	$14,391,360	$68,553.40	Refinance
Loan		17	Limestone Ranch	1.7%	BANA	BANA	$14,870,000	$14,870,000	$13,330,566	$58,085.94	Acquisition
Loan		18	Hilton Garden Inn Tuscaloosa	1.5%	BANA	BANA	$13,211,250	$13,180,493	$8,341,442	$108,036.83	Refinance
Loan		19	Woodbridge Square Medical	1.4%	MSMCH	MSMCH	$12,200,000	$12,200,000	$10,552,855	$332.79	Refinance
Loan		20	Spring Oaks Shopping Center	1.4%	BANA	BANA	$12,000,000	$11,985,343	$9,689,690	$95.77	Refinance
Loan		21	Hilton Garden Inn Tampa East	1.1%	BANA	BANA	$9,600,000	$9,584,009	$8,498,092	$63,052.69	Refinance
Loan	14	22	Toys R Us/Babies R Us	1.1%	CIBC	CIBC	$9,000,000	$9,000,000	$7,446,330	$154.27	Refinance
Loan	8, 9	23	ADG Pool 1	1.0%	BANA	BANA	$8,350,000	$8,339,839	$6,746,357	$16,985.42	Refinance
Property		23.1	Evergreen Estates				$3,260,000	$3,256,033		$20,223.81	Refinance
Property		23.2	Cloverleaf				$2,590,000	$2,586,848		$15,773.47	Refinance
Property		23.3	Maplewood				$1,250,000	$1,248,479		$16,871.34	Refinance
Property		23.4	Valley View				$750,000	$749,087		$12,280.12	Refinance
Property		23.5	Shamrock				$500,000	$499,392		$16,109.41	Refinance
Loan		24	Fairfield Inn & Suites - Charleston	0.9%	CIBC	CIBC	$8,100,000	$8,100,000	$6,737,818	$79,411.76	Refinance
Loan		25	Heathwood Village	0.9%	BANA	BANA	$7,730,000	$7,721,611	$6,351,684	$25,400.04	Refinance
Loan	7	26	Hampton Inn - Burlington, NC	0.9%	BANA	BANA	$7,500,000	$7,500,000	$6,913,799	$81,521.74	Refinance
Loan		27	Security Self Storage - Royal Palm Beach, Fl	0.9%	BANA	BANA	$7,500,000	$7,500,000	$6,322,968	$8,844.34	Refinance
Loan	15	28	ADG Pool 3 (Lannon Estates)	0.8%	BANA	BANA	$6,900,000	$6,891,604	$5,574,834	$42,804.99	Refinance
Loan	7	29	Hawthorn Suites El Paso	0.7%	MSMCH	MSMCH	$6,000,000	$6,000,000	$4,524,216	$31,413.61	Refinance
Loan		30	West Fuqua Self Storage	0.7%	CIBC	CIBC	$6,000,000	$6,000,000	$4,983,141	$6,802.72	Refinance
Loan		31	Carpinteria Industrial	0.7%	BANA	BANA	$6,000,000	$6,000,000	$4,886,087	$35.02	Refinance
Loan	7	32	1303 Ocala	0.6%	MSMCH	MSMCH	$5,400,000	$5,378,663	$4,926,546	$15,819.60	Refinance
Loan		33	Autumn Sunrise Apartments	0.5%	BANA	BANA	$4,500,000	$4,494,627	$3,646,363	$31,652.30	Refinance
Loan	8, 9	34	First Trust Portfolio	0.5%	BANA	BANA	$4,062,000	$4,056,197	$3,093,041	$274.77	Acquisition
Property		34.1	San Marcos Square				$2,275,000	$2,271,750		$275.36	Acquisition
Property		34.2	Fiftieth Avenue Shops				$1,787,000	$1,784,447		$274.02	Acquisition
Loan	9	35	Secured Self Storage Portfolio	0.5%	BANA	BANA	$4,000,000	$4,000,000	$3,008,057	$2,980.63	Refinance
Property		35.1	Security Self Storage - Dearborn				$2,187,050	$2,187,050		$3,111.02	Refinance
Property		35.2	Security Self Storage - Westland				$1,812,950	$1,812,950		$2,837.17	Refinance
Loan		36	Hampton Inn - Katy, TX	0.4%	BANA	BANA	$3,750,000	$3,736,751	$1,636,585	$54,155.81	Refinance
Loan	9	37	Highway Self Storage Portfolio	0.3%	BANA	BANA	$2,500,000	$2,496,573	$1,918,238	$3,306.72	Refinance
Property		37.1	Highway Self Storage - McAllen			BANA	$1,621,622	$1,619,399		$4,318.40	Refinance
Property		37.2	Highway Self Storage - Pharr			BANA	$878,378	$877,174		$2,308.35	Refinance
Loan		38	Walgreens - McAllen, TX	0.2%	BANA	BANA	$1,900,000	$1,896,888	$1,407,968	$130.91	Acquisition

I-1

APPENDIX I - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS
Property Flag	Footnotes	Loan ID	Property Name	% of Initial Pool Balance	Sponsor
Loan	3	1	Westfield Countryside	11.7%	Westfield Group; O’Connor Capital Partners
Loan	4	2	The Mall at Tuttle Crossing	11.1%	Simon Property Group, L.P.
Loan	7	3	Matrix Corporate Center	9.9%	Glen Nelson
Loan	5	4	Southdale Center	6.4%	Simon Property Group, L.P.
Loan	6	5	Marriott Chicago River North Hotel	6.4%	River North Historic District Holdings, LLC; White Lodging Services Corporation
Loan		6	Bridgewater Campus	5.1%	Yeheskel Frankel, Menashe Frankel
Loan		7	Hilton Waterfront Beach Resort	5.0%	Waterfront Development, Inc.
Loan		8	1600 Lexington Ave. - Rochester, NY	4.7%	William L. Huntress
Loan	7	9	Beverly Garland Hotel	3.5%	James Crank
Loan		10	Paddock Club	3.2%	Darren W. DeVore; Michael Patrick Carroll
Loan	8, 9	11	ADG Pool 6	3.0%	Bruce Arbit; Jerry Benjamin; M. Nicol Padway; James Reitzner
Property		11.1	Manor Hill
Property		11.2	Lake Onalaska
Property		11.3	Shorecrest Pointe
Property		11.4	Camelot Acres
Property		11.5	The Maples
Property		11.6	Parkview Terrace
Property		11.7	River View Manor
Property		11.8	Balsam Lake
Property		11.9	Plover Pointe Manor
Property		11.10	Oak Manor
Property		11.11	Oakwood Terrace
Property		11.12	Foxx Glen
Property		11.13	Willow Grove
Property		11.14	Kountry Squire
Property		11.15	Indianhead Manor
Property		11.16	Markesan
Loan	8, 9, 10	12	ADG Pool 4	2.8%	Bruce Arbit; Jerry Benjamin; M. Nicol Padway; James Reitzner
Property		12.1	Skyview Terrace
Property		12.2	Country Crossing
Property		12.3	Birch Terrace
Property		12.4	Lakeland
Property		12.5	Cardinal Crest
Property		12.6	Meadowview Place
Property		12.7	Harbor Lights
Property		12.8	Park Ridge
Property		12.9	Pioneer Village
Property		12.10	Falls View
Property		12.11	Northview Estates
Property		12.12	Lake Bluff
Property		12.13	Forest Glen
Loan	11, 12	13	University Towers Cooperative	2.3%	University Towers Apartment Corp.
Loan	13	14	Wyndham - Virginia Beach	2.1%	Harmony Investments, Inc
Loan		15	Gateway 1 Office Building	2.0%	James Vincent Pieri; Faye Roslyn Keulen
Loan		16	Marriott Jacksonville	2.0%	Columbia Sussex Corporation; Sussex Holdings, LLC
Loan		17	Limestone Ranch	1.7%	Darren W. DeVore; Michael Patrick Carroll
Loan		18	Hilton Garden Inn Tuscaloosa	1.5%	Chiman S. Patel; Vimu C. Patel
Loan		19	Woodbridge Square Medical	1.4%	Richard E. Boureston
Loan		20	Spring Oaks Shopping Center	1.4%	Jeff Damavandi
Loan		21	Hilton Garden Inn Tampa East	1.1%	MIG Hospitality Properties I, LLC
Loan	14	22	Toys R Us/Babies R Us	1.1%	Bruce Weiner, Jeffrey Rosenberg
Loan	8, 9	23	ADG Pool 1	1.0%	Bruce Arbit; Jerry Benjamin; M. Nicol Padway; James Reitzner
Property		23.1	Evergreen Estates
Property		23.2	Cloverleaf
Property		23.3	Maplewood
Property		23.4	Valley View
Property		23.5	Shamrock
Loan		24	Fairfield Inn & Suites - Charleston	0.9%	Allen T. O’Brien
Loan		25	Heathwood Village	0.9%	Jason Reitberger; Jacob Blumenfeld; Eric Reitberger
Loan	7	26	Hampton Inn - Burlington, NC	0.9%	Ramesh Patel; Shaunak Patel
Loan		27	Security Self Storage - Royal Palm Beach, Fl	0.9%	Jeffrey S. Pechter; JSP Holdings, LLC
Loan	15	28	ADG Pool 3 (Lannon Estates)	0.8%	Bruce Arbit; Jerry Benjamin; M. Nicol Padway; James Reitzner
Loan	7	29	Hawthorn Suites El Paso	0.7%	Macfarlan Capital Partners
Loan		30	West Fuqua Self Storage	0.7%	M. David Boothe; Norman Samuel
Loan		31	Carpinteria Industrial	0.7%	Barton E. Clemens, Jr. and James O. Koopmans as Co-Trustees of the Baker Exempt Family Trust FBO Kathryn J. Baker; Baker Non-Exempt Family Trust FBO Barbara B. McIntyre; Baker Non-Exempt Family Trust FBO L. Robert Baker; and Baker Exempt Family Trust FBO Kirk K. Baker
Loan	7	32	1303 Ocala	0.6%	Realco Capital Partners LLC
Loan		33	Autumn Sunrise Apartments	0.5%	W. Clayton Whittet
Loan	8, 9	34	First Trust Portfolio	0.5%	Christopher Pope; First Trust Property Ventures, LLC
Property		34.1	San Marcos Square
Property		34.2	Fiftieth Avenue Shops
Loan	9	35	Secured Self Storage Portfolio	0.5%	Wayne C. Holman
Property		35.1	Security Self Storage - Dearborn
Property		35.2	Security Self Storage - Westland
Loan		36	Hampton Inn - Katy, TX	0.4%	Ben Mousavi
Loan	9	37	Highway Self Storage Portfolio	0.3%	David Wiechering; Timothy Gearhart
Property		37.1	Highway Self Storage - McAllen
Property		37.2	Highway Self Storage - Pharr
Loan		38	Walgreens - McAllen, TX	0.2%	SPC Associates L.L.C.

I-2

APPENDIX I - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS
Property Flag	Footnotes	Loan ID	Property Name	% of Initial Pool Balance	Non-Recourse Carveout Guarantor
Loan	3	1	Westfield Countryside	11.7%	Westfield America, Inc.
Loan	4	2	The Mall at Tuttle Crossing	11.1%	Simon Property Group, L.P.
Loan	7	3	Matrix Corporate Center	9.9%	Glen Nelson
Loan	5	4	Southdale Center	6.4%	Simon Property Group, L.P.
Loan	6	5	Marriott Chicago River North Hotel	6.4%	River North Historic District Holdings, LLC; White Lodging Services Corporation
Loan		6	Bridgewater Campus	5.1%	Yeheskel Frankel, Menashe Frankel
Loan		7	Hilton Waterfront Beach Resort	5.0%	Robert L. Mayer, Jr.
Loan		8	1600 Lexington Ave. - Rochester, NY	4.7%	William L. Huntress
Loan	7	9	Beverly Garland Hotel	3.5%	James Crank
Loan		10	Paddock Club	3.2%	Darren W. DeVore; Michael Patrick Carroll
Loan	8, 9	11	ADG Pool 6	3.0%	Bruce Arbit; Jerry Benjamin; M. Nicol Padway; James Reitzner
Property		11.1	Manor Hill
Property		11.2	Lake Onalaska
Property		11.3	Shorecrest Pointe
Property		11.4	Camelot Acres
Property		11.5	The Maples
Property		11.6	Parkview Terrace
Property		11.7	River View Manor
Property		11.8	Balsam Lake
Property		11.9	Plover Pointe Manor
Property		11.10	Oak Manor
Property		11.11	Oakwood Terrace
Property		11.12	Foxx Glen
Property		11.13	Willow Grove
Property		11.14	Kountry Squire
Property		11.15	Indianhead Manor
Property		11.16	Markesan
Loan	8, 9, 10	12	ADG Pool 4	2.8%	Bruce Arbit; Jerry Benjamin; M. Nicol Padway; James Reitzner
Property		12.1	Skyview Terrace
Property		12.2	Country Crossing
Property		12.3	Birch Terrace
Property		12.4	Lakeland
Property		12.5	Cardinal Crest
Property		12.6	Meadowview Place
Property		12.7	Harbor Lights
Property		12.8	Park Ridge
Property		12.9	Pioneer Village
Property		12.10	Falls View
Property		12.11	Northview Estates
Property		12.12	Lake Bluff
Property		12.13	Forest Glen
Loan	11, 12	13	University Towers Cooperative	2.3%	NAP
Loan	13	14	Wyndham - Virginia Beach	2.1%	Mark F. Garcea; Page S. Johnson II
Loan		15	Gateway 1 Office Building	2.0%	James Vincent Pieri; Faye Roslyn Keulen
Loan		16	Marriott Jacksonville	2.0%	Columbia Sussex Corporation; Sussex Holdings, LLC
Loan		17	Limestone Ranch	1.7%	Darren W. DeVore; Michael Patrick Carroll
Loan		18	Hilton Garden Inn Tuscaloosa	1.5%	Chiman S. Patel; Vimu C. Patel
Loan		19	Woodbridge Square Medical	1.4%	Richard E. Boureston
Loan		20	Spring Oaks Shopping Center	1.4%	Jeff Damavandi
Loan		21	Hilton Garden Inn Tampa East	1.1%	MIG Hospitality Properties I, LLC
Loan	14	22	Toys R Us/Babies R Us	1.1%	Bruce Weiner, Jeffrey Rosenberg
Loan	8, 9	23	ADG Pool 1	1.0%	Bruce Arbit; Jerry Benjamin; M. Nicol Padway; James Reitzner
Property		23.1	Evergreen Estates
Property		23.2	Cloverleaf
Property		23.3	Maplewood
Property		23.4	Valley View
Property		23.5	Shamrock
Loan		24	Fairfield Inn & Suites - Charleston	0.9%	Hotel Development Partners, LLC; Allen T. O’Brien; Frederick W. Cerrone
Loan		25	Heathwood Village	0.9%	Jason Reitberger; Jacob Blumenfeld; Eric Reitberger
Loan	7	26	Hampton Inn - Burlington, NC	0.9%	Ramesh Patel; Shaunak Patel
Loan		27	Security Self Storage - Royal Palm Beach, Fl	0.9%	Jeffrey S. Pechter; JSP Holdings, LLC
Loan	15	28	ADG Pool 3 (Lannon Estates)	0.8%	Bruce Arbit; Jerry Benjamin; M. Nicol Padway; James Reitzner
Loan	7	29	Hawthorn Suites El Paso	0.7%	Macfarlan Investors I, LP
Loan		30	West Fuqua Self Storage	0.7%	M. David Boothe; Norman Samuel
Loan		31	Carpinteria Industrial	0.7%	Barton E. Clemens, Jr. and James O. Koopmans as Co-Trustees of the Baker Exempt Family Trust FBO Kathryn J. Baker; Baker Non-Exempt Family Trust FBO Barbara B. McIntyre; Baker Non-Exempt Family Trust FBO L. Robert Baker; and Baker Exempt Family Trust FBO Kirk K. Baker
Loan	7	32	1303 Ocala	0.6%	Realco Capital Partners LLC
Loan		33	Autumn Sunrise Apartments	0.5%	W. Clayton Whittet
Loan	8, 9	34	First Trust Portfolio	0.5%	Christopher Pope; First Trust Property Ventures, LLC
Property		34.1	San Marcos Square
Property		34.2	Fiftieth Avenue Shops
Loan	9	35	Secured Self Storage Portfolio	0.5%	Wayne C. Holman
Property		35.1	Security Self Storage - Dearborn
Property		35.2	Security Self Storage - Westland
Loan		36	Hampton Inn - Katy, TX	0.4%	Ben Mousavi
Loan	9	37	Highway Self Storage Portfolio	0.3%	David Wiechering; Timothy Gearhart
Property		37.1	Highway Self Storage - McAllen
Property		37.2	Highway Self Storage - Pharr
Loan		38	Walgreens - McAllen, TX	0.2%	SPC Associates L.L.C.

I-3

APPENDIX I - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

MORTGAGED PROPERTY CHARACTERISTICS

Property Flag

Footnotes

Loan ID

Property Name

% of Initial Pool Balance

No. of Properties

General Property Type

Detailed Property Type

Title Type

Ground Lease Initial Lease Expiration Date

Address

City

County

State

Zip Code

Loan

3

1

Westfield Countryside

11.7%

1

Retail

Regional Mall

Fee

NAP

27001 U.S. Highway 19 North

Clearwater

Pinellas

FL

33761

Loan

4

2

The Mall at Tuttle Crossing

11.1%

1

Retail

Regional Mall

Fee

NAP

5043 Tuttle Crossing Boulevard

Dublin

Franklin

OH

43016

Loan

7

3

Matrix Corporate Center

9.9%

1

Office

Suburban

Fee

NAP

39 Old Ridgebury Road

Danbury

Fairfield

CT

06810

Loan

5

4

Southdale Center

6.4%

1

Retail

Regional Mall

Fee

NAP

10 Southdale Center

Edina

Hennepin

MN

55435

Loan

6

5

Marriott Chicago River North Hotel

6.4%

1

Hospitality

Extended Stay

Fee and Leasehold

9/20/2105

410 North Dearborn Street

Chicago

Cook

IL

60654

Loan

6

Bridgewater Campus

5.1%

1

Mixed Use

Office / Flex

Fee

NAP

10 Finderne Avenue

Bridgewater

Somerset

NJ

08807

Loan

7

Hilton Waterfront Beach Resort

5.0%

1

Hospitality

Resort

Leasehold

12/31/2086

21100 Pacific Coast Highway

Huntington Beach

Orange

CA

92648

Loan

8

1600 Lexington Ave. - Rochester, NY

4.7%

1

Industrial

Warehouse Distribution

Fee

NAP

1456, 1466, 1500 & 1600 Lexington Avenue

Rochester

Monroe

NY

14606

Loan

7

9

Beverly Garland Hotel

3.5%

1

Hospitality

Full Service

Fee and Leasehold

9/30/2026

4222 Vineland Avenue

North Hollywood

Los Angeles

CA

91602

Loan

10

Paddock Club

3.2%

1

Multifamily

Garden

Fee

NAP

7925 Merrill Road

Jacksonville

Duval

FL

32277

Loan

8, 9

11

ADG Pool 6

3.0%

16

Manufactured Housing

Manufactured Housing

Fee

NAP

Various

Various

Various

WI

Various

Property

11.1

Manor Hill

1

Manufactured Housing

Manufactured Housing

Fee

NAP

63 Manor Hill Drive

Eden

Fond Du Lac

WI

53019

Property

11.2

Lake Onalaska

1

Manufactured Housing

Manufactured Housing

Fee

NAP

1004 Second Avenue North

Onalaska

La Crosse

WI

54650

Property

11.3

Shorecrest Pointe

1

Manufactured Housing

Manufactured Housing

Fee

NAP

8743 Sheridan Road

Kenosha

Kenosha

WI

53143

Property

11.4

Camelot Acres

1

Manufactured Housing

Manufactured Housing

Fee

NAP

32 Camelot Lane #26

Rice Lake

Barron

WI

54868

Property

11.5

The Maples

1

Manufactured Housing

Manufactured Housing

Fee

NAP

4610 8th Street South

Wisconsin Rapids

Wood

WI

54494

Property

11.6

Parkview Terrace

1

Manufactured Housing

Manufactured Housing

Fee

NAP

2430 Mary Street

Marinette

Marinette

WI

54143

Property

11.7

River View Manor

1

Manufactured Housing

Manufactured Housing

Fee

NAP

640 Meadow Street

Amery

Polk

WI

54001

Property

11.8

Balsam Lake

1

Manufactured Housing

Manufactured Housing

Fee

NAP

113 Tilltag Drive #1

Balsam Lake

Polk

WI

54810

Property

11.9

Plover Pointe Manor

1

Manufactured Housing

Manufactured Housing

Fee

NAP

4101 Hoover Avenue South

Plover

Portage

WI

54467

Property

11.10

Oak Manor

1

Manufactured Housing

Manufactured Housing

Fee

NAP

600 Oak Street

Waupaca

Waupaca

WI

54981

Property

11.11

Oakwood Terrace

1

Manufactured Housing

Manufactured Housing

Fee

NAP

W10445 Highway 16 West

Portage

Columbia

WI

53901

Property

11.12

Foxx Glen

1

Manufactured Housing

Manufactured Housing

Fee

NAP

3920 Hall Ave

Marinette

Marinette

WI

54143

Property

11.13

Willow Grove

1

Manufactured Housing

Manufactured Housing

Fee

NAP

211 East Willow Drive

Spencer

Marathon

WI

54479

Property

11.14

Kountry Squire

1

Manufactured Housing

Manufactured Housing

Fee

NAP

2155 Highway X

Mosinee

Marathon

WI

54455

Property

11.15

Indianhead Manor

1

Manufactured Housing

Manufactured Housing

Fee

NAP

815 Park Avenue

Chippewa Falls

Chippewa

WI

54729

Property

11.16

Markesan

1

Manufactured Housing

Manufactured Housing

Fee

NAP

531 West John Street

Markesan

Green Lake

WI

53946

Loan

8, 9, 10

12

ADG Pool 4

2.8%

13

Manufactured Housing

Manufactured Housing

Fee

NAP

Various

Various

Various

Various

Various

Property

12.1

Skyview Terrace

1

Manufactured Housing

Manufactured Housing

Fee

NAP

2742 Main Street

East Troy

Walworth

WI

53120

Property

12.2

Country Crossing

1

Manufactured Housing

Manufactured Housing

Fee

NAP

W 6150 County BB

Appleton

Outagamie

WI

54914

Property

12.3

Birch Terrace

1

Manufactured Housing

Manufactured Housing

Fee

NAP

N 4795 State Road 25

Menomonie

Dunn

WI

54751

Property

12.4

Lakeland

1

Manufactured Housing

Manufactured Housing

Fee

NAP

855 East Lake Street

Lake Mills

Jefferson

WI

53551

Property

12.5

Cardinal Crest

1

Manufactured Housing

Manufactured Housing

Fee

NAP

1006 21st Street

Brodhead

Green

WI

53520

Property

12.6

Meadowview Place

1

Manufactured Housing

Manufactured Housing

Fee

NAP

2400 Johnson Street

Janesville

Rock

WI

53548

Property

12.7

Harbor Lights

1

Manufactured Housing

Manufactured Housing

Fee

NAP

902 Happy Valley Lane #90

Menasha

Winnebago

WI

54952

Property

12.8

Park Ridge

1

Manufactured Housing

Manufactured Housing

Fee

NAP

1300 Michigan Avenue

Iron Mountain

Dickinson

MI

49801

Property

12.9

Pioneer Village

1

Manufactured Housing

Manufactured Housing

Fee

NAP

777 Pioneer Road

Marquette

Marquette

MI

49855

Property

12.10

Falls View

1

Manufactured Housing

Manufactured Housing

Fee

NAP

601 North Main Street

Fall River

Columbia

WI

53932

Property

12.11

Northview Estates

1

Manufactured Housing

Manufactured Housing

Fee

NAP

2nd Street & Roosevelt Street

Fennimore

Grant

WI

53809

Property

12.12

Lake Bluff

1

Manufactured Housing

Manufactured Housing

Fee

NAP

927 Miller Street

Kewaunee

Kewaunee

WI

54216

Property

12.13

Forest Glen

1

Manufactured Housing

Manufactured Housing

Fee

NAP

1450 Myrtle Street

Marinette

Marinette

WI

54143

Loan

11, 12

13

University Towers Cooperative

2.3%

1

Multifamily

Cooperative

Fee

NAP

175, 191 Willoughby Street and 122 Ashland Place

Brooklyn

Kings

NY

11201

Loan

13

14

Wyndham - Virginia Beach

2.1%

1

Hospitality

Full Service

Fee

NAP

5700 Atlantic Avenue

Virginia Beach

Virginia Beach

VA

23451

Loan

15

Gateway 1 Office Building

2.0%

1

Office

Urban

Fee

NAP

303 H Street

Chula Vista

San Diego

CA

91910

Loan

16

Marriott Jacksonville

2.0%

1

Hospitality

Full Service

Leasehold

6/1/2016

4670 Salisbury Road

Jacksonville

Duval

FL

32256

Loan

17

Limestone Ranch

1.7%

1

Multifamily

Garden

Fee

NAP

12655 Crossroads Park Drive

Houston

Harris

TX

77065

Loan

18

Hilton Garden Inn Tuscaloosa

1.5%

1

Hospitality

Limited Service

Leasehold

5/31/2016

800 Hollywood Boulevard

Tuscaloosa

Tuscaloosa

AL

35405

Loan

19

Woodbridge Square Medical

1.4%

1

Office

Medical

Fee

NAP

4980 Barranca Parkway

Irvine

Orange

CA

92604

Loan

20

Spring Oaks Shopping Center

1.4%

1

Retail

Anchored

Fee

NAP

4711 - 4825 Spring Mountain Road

Las Vegas

Clark

NV

89102

Loan

21

Hilton Garden Inn Tampa East

1.1%

1

Hospitality

Full Service

Fee

NAP

10309 Highland Manor Drive

Tampa

Hillsborough County

FL

33610

Loan

14

22

Toys R Us/Babies R Us

1.1%

1

Retail

Single Tenant

Fee

NAP

450 South State Road 7

Royal Palm Beach

Palm Beach

FL

33414

Loan

8, 9

23

ADG Pool 1

1.0%

5

Manufactured Housing

Manufactured Housing

Fee

NAP

Various

Various

Various

MN

Various

Property

23.1

Evergreen Estates

1

Manufactured Housing

Manufactured Housing

Fee

NAP

415 Western Avenue

Faribault

Rice

MN

55021

Property

23.2

Cloverleaf

1

Manufactured Housing

Manufactured Housing

Fee

NAP

150 Highway 10 North

St. Cloud

Benton

MN

56304

Property

23.3

Maplewood

1

Manufactured Housing

Manufactured Housing

Fee

NAP

1 Maplewood Park

Lake City

Wabasha

MN

55041

Property

23.4

Valley View

1

Manufactured Housing

Manufactured Housing

Fee

NAP

120 Highway Street

Dodge Center

Dodge

MN

55927

Property

23.5

Shamrock

1

Manufactured Housing

Manufactured Housing

Fee

NAP

1009 Shamrock Lane

Albany

Steams

MN

56307

Loan

24

Fairfield Inn & Suites - Charleston

0.9%

1

Hospitality

Limited Service

Fee

NAP

4841 Tanger Outlet Boulevard

North Charleston

Charleston

SC

29418

Loan

25

Heathwood Village

0.9%

1

Multifamily

Garden/Townhouse

Fee

NAP

670 Partridge Road

Heath

Licking

OH

43056

Loan

7

26

Hampton Inn - Burlington, NC

0.9%

1

Hospitality

Limited Service

Fee

NAP

2935 Saconn Drive

Burlington

Alamance

NC

27215

Loan

27

Security Self Storage - Royal Palm Beach, Fl

0.9%

1

Self Storage

Self Storage

Fee

NAP

10719 Southern Boulevard

Royal Palm Beach

Palm Beach

FL

33411

Loan

15

28

ADG Pool 3 (Lannon Estates)

0.8%

1

Manufactured Housing

Manufactured Housing

Fee

NAP

20179 W. Good Hope Road

Lannon

Waukesha

WI

53046

Loan

7

29

Hawthorn Suites El Paso

0.7%

1

Hospitality

Limited Service

Leasehold

10/31/2052

6789 Boeing Drive

El Paso

El Paso

TX

79925

Loan

30

West Fuqua Self Storage

0.7%

1

Self Storage

Self Storage

Fee

NAP

5755 West Fuqua Street

Houston

Harris

TX

77085

Loan

31

Carpinteria Industrial

0.7%

1

Industrial

Manufacturing

Fee

NAP

990-1030 Cindy Lane

Carpinteria

Santa Barbara

CA

93013

Loan

7

32

1303 Ocala

0.6%

1

Multifamily

Student Housing

Fee

NAP

1303 Ocala Road

Tallahassee

Leon

FL

32304

Loan

33

Autumn Sunrise Apartments

0.5%

1

Multifamily

Garden

Fee

NAP

1825 Airline Road

Corpus Christi

Nueces

TX

78412

Loan

8, 9

34

First Trust Portfolio

0.5%

2

Retail

Unanchored

Fee

NAP

Various

Various

Various

Various

Various

Property

34.1

San Marcos Square

1

Retail

Unanchored

Fee

NAP

730 East Hopkins Street

San Marcos

Hays

TX

78666

Property

34.2

Fiftieth Avenue Shops

1

Retail

Unanchored

Fee

NAP

4975 Kipling Street

Wheat Ridge

Jefferson

CO

80033

Loan

9

35

Secured Self Storage Portfolio

0.5%

2

Self Storage

Self Storage

Fee

NAP

Various

Various

Wayne

MI

Various

Property

35.1

Security Self Storage - Dearborn

1

Self Storage

Self Storage

Fee

NAP

2460 S. Gulley Road

Dearborn Heights

Wayne

MI

48125

Property

35.2

Security Self Storage - Westland

1

Self Storage

Self Storage

Fee

NAP

6855 Yale Street

Westland

Wayne

MI

48185

Loan

36

Hampton Inn - Katy, TX

0.4%

1

Hospitality

Limited Service

Fee

NAP

22055 Katy Freeway

Katy

Harris

TX

77450

Loan

9

37

Highway Self Storage Portfolio

0.3%

2

Self Storage

Self Storage

Fee

NAP

Various

Various

Hidalgo

TX

Various

Property

37.1

Highway Self Storage - McAllen

1

Self Storage

Self Storage

Fee

NAP

2223 North 23rd Street

McAllen

Hidalgo

TX

78501

Property

37.2

Highway Self Storage - Pharr

1

Self Storage

Self Storage

Fee

NAP

4002 North Cage

Pharr

Hidalgo

TX

78577

Loan

38

Walgreens - McAllen, TX

0.2%

1

Retail

Anchored

Leasehold

12/31/2070

901 South 10th Street

McAllen

Hidalgo

TX

78501

I-4

APPENDIX I - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS
													MORTGAGE LOAN CHARACTERISTICS
Property Flag	Footnotes	Loan ID	Property Name	% of Initial Pool Balance	Year Built	Year Renovated	Net Rentable Area SF/Units/Acres/ Rooms/Pads	Units of Measure	Occupancy Rate	Occupancy Rate As-of Date	Appraised Value	Appraisal As-of Date	Mortgage Rate	Administrative Fee Rate(2)	Master Servicing Fee Rate	Primary Servicing Fee Rate	Trustee Fee Rate
Loan	3	1	Westfield Countryside	11.7%	1975	1988, 1989, 2009, 2011	464,836	SF	91.7%	7/31/2013	$270,000,000	4/10/2013	3.91200%	0.02685%	0.01000%	0.01000%	0.00510%
Loan	4	2	The Mall at Tuttle Crossing	11.1%	1997	NAP	385,057	SF	94.9%	4/9/2013	$240,000,000	4/18/2013	3.56400%	0.02685%	0.01000%	0.01000%	0.00510%
Loan	7	3	Matrix Corporate Center	9.9%	1978	2010	1,046,701	SF	72.1%	6/6/2013	$126,000,000	6/26/2013	4.61000%	0.02685%	0.01000%	0.01000%	0.00510%
Loan	5	4	Southdale Center	6.4%	1956	2012	634,880	SF	87.9%	4/4/2013	$251,000,000	2/25/2013	3.84400%	0.01560%	0.01000%	0.00000%	0.00510%
Loan	6	5	Marriott Chicago River North Hotel	6.4%	2008	NAP	523	Rooms	84.7%	4/30/2013	$191,000,000	5/1/2013	5.20000%	0.02560%	0.01000%	0.01000%	0.00510%
Loan		6	Bridgewater Campus	5.1%	1956-2002	2009, 2011, 2012	446,649	SF	91.4%	4/30/2013	$63,500,000	4/4/2013	4.55000%	0.02685%	0.01000%	0.01000%	0.00510%
Loan		7	Hilton Waterfront Beach Resort	5.0%	1990	2012	290	Rooms	74.9%	5/31/2013	$82,100,000	6/10/2013	5.24000%	0.02685%	0.01000%	0.01000%	0.00510%
Loan		8	1600 Lexington Ave. - Rochester, NY	4.7%	1968	NAP	1,755,500	SF	87.1%	6/4/2013	$53,600,000	3/15/2013	4.69000%	0.02685%	0.01000%	0.01000%	0.00510%
Loan	7	9	Beverly Garland Hotel	3.5%	1971	2012	255	Rooms	85.8%	4/30/2013	$51,900,000	5/30/2013	5.18500%	0.02685%	0.01000%	0.01000%	0.00510%
Loan		10	Paddock Club	3.2%	1989	2013	440	Units	95.7%	6/10/2013	$35,700,000	5/31/2013	4.44900%	0.02685%	0.01000%	0.01000%	0.00510%
Loan	8, 9	11	ADG Pool 6	3.0%	Various	Various	1,379	Pads	86.8%	6/5/2013	$34,010,000	Various	4.40700%	0.02685%	0.01000%	0.01000%	0.00510%
Property		11.1	Manor Hill		1970	NAP	147	Pads	89.8%	6/5/2013	$4,400,000	4/26/2013
Property		11.2	Lake Onalaska		1960	1990	124	Pads	94.4%	6/5/2013	$3,600,000	5/3/2013
Property		11.3	Shorecrest Pointe		1960	1994	81	Pads	97.5%	6/5/2013	$3,340,000	4/26/2013
Property		11.4	Camelot Acres		1970	NAP	135	Pads	83.0%	6/5/2013	$3,000,000	5/3/2013
Property		11.5	The Maples		1985	1990	125	Pads	68.0%	6/5/2013	$2,800,000	5/3/2013
Property		11.6	Parkview Terrace		1965	1985	130	Pads	96.9%	6/5/2013	$2,500,000	4/26/2013
Property		11.7	River View Manor		1970	NAP	78	Pads	94.9%	6/5/2013	$2,490,000	5/3/2013
Property		11.8	Balsam Lake		1970	NAP	81	Pads	87.7%	6/5/2013	$2,150,000	5/3/2013
Property		11.9	Plover Pointe Manor		1986	NAP	62	Pads	93.6%	6/5/2013	$1,940,000	5/3/2013
Property		11.10	Oak Manor		1972	1990	90	Pads	80.0%	6/5/2013	$1,900,000	5/3/2013
Property		11.11	Oakwood Terrace		1965	NAP	66	Pads	90.9%	6/5/2013	$1,660,000	4/26/2013
Property		11.12	Foxx Glen		1970	NAP	76	Pads	88.2%	6/5/2013	$1,300,000	4/26/2013
Property		11.13	Willow Grove		1972	2005	49	Pads	77.6%	6/5/2013	$800,000	5/3/2013
Property		11.14	Kountry Squire		1986	NAP	52	Pads	74.5%	6/5/2013	$800,000	4/26/2013
Property		11.15	Indianhead Manor		1960	1990	61	Pads	73.3%	6/5/2013	$770,000	5/3/2013
Property		11.16	Markesan		1970	NAP	22	Pads	100.0%	6/5/2013	$560,000	4/26/2013
Loan	8, 9, 10	12	ADG Pool 4	2.8%	Various	Various	1,220	Pads	88.8%	6/5/2013	$32,030,000	Various	4.40700%	0.02685%	0.01000%	0.01000%	0.00510%
Property		12.1	Skyview Terrace		1965	1970	109	Pads	99.1%	6/5/2013	$5,470,000	4/26/2013
Property		12.2	Country Crossing		1985	NAP	127	Pads	95.3%	6/5/2013	$4,140,000	5/3/2013
Property		12.3	Birch Terrace		1965	1982	191	Pads	77.5%	6/5/2013	$4,000,000	5/3/2013
Property		12.4	Lakeland		1970	2001	122	Pads	96.4%	6/5/2013	$3,250,000	4/26/2013
Property		12.5	Cardinal Crest		1970	NAP	109	Pads	92.7%	6/5/2013	$3,200,000	4/26/2013
Property		12.6	Meadowview Place		1965	2000	116	Pads	80.2%	6/5/2013	$3,060,000	4/26/2013
Property		12.7	Harbor Lights		1985	NAP	95	Pads	91.6%	6/5/2013	$2,900,000	5/3/2013
Property		12.8	Park Ridge		1970	NAP	89	Pads	94.4%	6/5/2013	$2,070,000	4/26/2013
Property		12.9	Pioneer Village		1980	NAP	90	Pads	98.9%	6/5/2013	$1,310,000	4/26/2013
Property		12.10	Falls View		1960	NAP	59	Pads	76.3%	6/5/2013	$1,100,000	4/26/2013
Property		12.11	Northview Estates		1965	NAP	72	Pads	72.2%	6/5/2013	$820,000	5/3/2013
Property		12.12	Lake Bluff		1950	NAP	25	Pads	88.0%	6/5/2013	$450,000	5/3/2013
Property		12.13	Forest Glen		1970	NAP	16	Pads	100.0%	6/5/2013	$260,000	4/26/2013
Loan	11, 12	13	University Towers Cooperative	2.3%	1957, 1958, 1959	NAP	549	Units	97.7%	4/30/2013	$183,500,000	6/4/2013	3.21000%	0.02685%	0.01000%	0.01000%	0.00510%
Loan	13	14	Wyndham - Virginia Beach	2.1%	1939, 1962, 1972, 1985, 1999	2007	244	Rooms	53.1%	4/30/2013	$25,800,000	5/2/2013	4.69000%	0.02685%	0.01000%	0.01000%	0.00510%
Loan		15	Gateway 1 Office Building	2.0%	2002	NAP	100,901	SF	87.3%	4/1/2013	$24,000,000	4/19/2013	4.96000%	0.02685%	0.01000%	0.01000%	0.00510%
Loan		16	Marriott Jacksonville	2.0%	1986	2006	255	Rooms	64.5%	4/30/2013	$30,300,000	5/1/2013	4.93500%	0.02685%	0.01000%	0.01000%	0.00510%
Loan		17	Limestone Ranch	1.7%	1998	NAP	256	Units	95.3%	6/13/2013	$18,800,000	5/28/2013	4.44900%	0.02685%	0.01000%	0.01000%	0.00510%
Loan		18	Hilton Garden Inn Tuscaloosa	1.5%	2007	NAP	122	Rooms	76.1%	4/30/2013	$20,325,000	4/19/2013	4.89000%	0.02685%	0.01000%	0.01000%	0.00510%
Loan		19	Woodbridge Square Medical	1.4%	2005	NAP	36,660	SF	100.0%	5/17/2013	$17,500,000	5/29/2013	4.91000%	0.02685%	0.01000%	0.01000%	0.00510%
Loan		20	Spring Oaks Shopping Center	1.4%	1977	2012	125,150	SF	97.2%	5/20/2013	$18,750,000	4/15/2013	4.39000%	0.02685%	0.01000%	0.01000%	0.00510%
Loan		21	Hilton Garden Inn Tampa East	1.1%	2002	2010	152	Rooms	73.7%	4/30/2013	$12,500,000	3/6/2013	4.56000%	0.02685%	0.01000%	0.01000%	0.00510%
Loan	14	22	Toys R Us/Babies R Us	1.1%	2012	NAP	58,341	SF	100.0%	3/31/2013	$12,900,000	4/3/2013	5.13000%	0.02685%	0.01000%	0.01000%	0.00510%
Loan	8, 9	23	ADG Pool 1	1.0%	Various	NAP	491	Pads	86.6%	6/5/2013	$11,820,000	5/3/2013	4.40700%	0.02685%	0.01000%	0.01000%	0.00510%
Property		23.1	Evergreen Estates		1969	NAP	161	Pads	90.1%	6/5/2013	$4,580,000	5/3/2013
Property		23.2	Cloverleaf		1965	NAP	164	Pads	78.7%	6/5/2013	$3,700,000	5/3/2013
Property		23.3	Maplewood		1974	NAP	74	Pads	93.2%	6/5/2013	$1,800,000	5/3/2013
Property		23.4	Valley View		1985	NAP	61	Pads	85.3%	6/5/2013	$1,060,000	5/3/2013
Property		23.5	Shamrock		1971	NAP	31	Pads	96.8%	6/5/2013	$680,000	5/3/2013
Loan		24	Fairfield Inn & Suites - Charleston	0.9%	2000	2010	102	Rooms	65.4%	4/30/2013	$12,100,000	6/21/2013	5.30000%	0.02685%	0.01000%	0.01000%	0.00510%
Loan		25	Heathwood Village	0.9%	1963	NAP	304	Units	91.8%	6/7/2013	$11,100,000	11/27/2012	4.91000%	0.02685%	0.01000%	0.01000%	0.00510%
Loan	7	26	Hampton Inn - Burlington, NC	0.9%	2006	NAP	92	Rooms	70.4%	4/30/2013	$10,800,000	6/7/2013	4.87000%	0.02685%	0.01000%	0.01000%	0.00510%
Loan		27	Security Self Storage - Royal Palm Beach, Fl	0.9%	2001	NAP	848	Units	90.1%	5/7/2013	$11,900,000	3/26/2013	3.94700%	0.02685%	0.01000%	0.01000%	0.00510%
Loan	15	28	ADG Pool 3 (Lannon Estates)	0.8%	1970	2006	161	Pads	98.1%	6/5/2013	$9,350,000	4/26/2013	4.40700%	0.02685%	0.01000%	0.01000%	0.00510%
Loan	7	29	Hawthorn Suites El Paso	0.7%	1995	2012	191	Rooms	75.0%	5/31/2013	$9,700,000	4/19/2013	5.14000%	0.02685%	0.01000%	0.01000%	0.00510%
Loan		30	West Fuqua Self Storage	0.7%	2008	NAP	882	Units	83.1%	5/31/2013	$8,350,000	6/20/2013	5.25000%	0.02685%	0.01000%	0.01000%	0.00510%
Loan		31	Carpinteria Industrial	0.7%	1974	NAP	171,354	SF	99.7%	6/1/2013	$15,700,000	2/20/2013	4.64500%	0.02685%	0.01000%	0.01000%	0.00510%
Loan	7	32	1303 Ocala	0.6%	1973	2011, 2012	340	Units	85.9%	6/20/2013	$7,750,000	1/19/2013	4.20000%	0.02685%	0.01000%	0.01000%	0.00510%
Loan		33	Autumn Sunrise Apartments	0.5%	1972	NAP	142	Units	93.0%	5/1/2013	$6,000,000	5/2/2013	4.49200%	0.02685%	0.01000%	0.01000%	0.00510%
Loan	8, 9	34	First Trust Portfolio	0.5%	Various	NAP	14,762	SF	100.0%	6/6/2013	$6,250,000	Various	5.41000%	0.02685%	0.01000%	0.01000%	0.00510%
Property		34.1	San Marcos Square		2013	NAP	8,250	SF	100.0%	6/6/2013	$3,500,000	5/16/2013
Property		34.2	Fiftieth Avenue Shops		2007	NAP	6,512	SF	100.0%	6/6/2013	$2,750,000	5/15/2013
Loan	9	35	Secured Self Storage Portfolio	0.5%	Various	Various	1,342	Units	87.3%	6/17/2013	$7,100,000	4/24/2013	5.06500%	0.02685%	0.01000%	0.01000%	0.00510%
Property		35.1	Security Self Storage - Dearborn		1986	NAP	703	Units	85.8%	6/17/2013	$4,100,000	4/24/2013
Property		35.2	Security Self Storage - Westland		1988	2011	639	Units	89.0%	6/17/2013	$3,000,000	4/24/2013
Loan		36	Hampton Inn - Katy, TX	0.4%	2004	NAP	69	Rooms	69.6%	2/28/2013	$7,000,000	4/22/2013	5.20500%	0.02685%	0.01000%	0.01000%	0.00510%
Loan	9	37	Highway Self Storage Portfolio	0.3%	1994	Various	755	Units	86.9%	5/28/2013	$3,700,000	5/13/2013	5.63000%	0.02685%	0.01000%	0.01000%	0.00510%
Property		37.1	Highway Self Storage - McAllen		1994	2000	375	Units	98.1%	5/28/2013	$2,400,000	5/13/2013
Property		37.2	Highway Self Storage - Pharr		1994	NAP	380	Units	75.9%	5/28/2013	$1,300,000	5/13/2013
Loan		38	Walgreens - McAllen, TX	0.2%	2010	NAP	14,490	SF	100.0%	8/1/2013	$2,750,000	3/12/2013	4.65600%	0.02685%	0.01000%	0.01000%	0.00510%

I-5

APPENDIX I - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS
Property Flag	Footnotes	Loan ID	Property Name	% of Initial Pool Balance	Trust Advisor Fee Rate	CREFC Fee Rate	Interest Accrual Basis		Seasoning (mos.)	ARD (Yes/No)	Original Term to Maturity or ARD (mos.)	Remaining Term to Maturity or ARD (mos.)	Original Interest-Only Period (mos.)	Remaining Interest-Only Period (mos.)	Original Amortization Term (mos.)	Remaining Amortization Term (mos.)	Note Date	First Payment Date	First P&I Payment Date (Partial IO Loans)	Maturity  Date or  ARD
Loan	3	1	Westfield Countryside	11.7%	0.00125%	0.00050%	Actual/360		2	No	120	118	60	58	360	360	5/30/2013	7/1/2013	7/1/2018	6/1/2023
Loan	4	2	The Mall at Tuttle Crossing	11.1%	0.00125%	0.00050%	Actual/360		3	No	120	117	36	33	360	360	4/30/2013	6/1/2013	6/1/2016	5/1/2023
Loan	7	3	Matrix Corporate Center	9.9%	0.00125%	0.00050%	Actual/360		0	No	60	60	0	0	360	360	7/16/2013	9/1/2013	9/1/2013	8/1/2018
Loan	5	4	Southdale Center	6.4%	0.00000%	0.00050%	Actual/360		4	No	120	116	24	20	360	360	3/14/2013	5/1/2013	5/1/2015	4/1/2023
Loan	6	5	Marriott Chicago River North Hotel	6.4%	0.00000%	0.00050%	Actual/360		0	No	120	120	0	0	300	300	7/18/2013	9/1/2013	9/1/2013	8/1/2023
Loan		6	Bridgewater Campus	5.1%	0.00125%	0.00050%	Actual/360		1	No	120	119	24	23	360	360	6/17/2013	8/1/2013	8/1/2015	7/1/2023
Loan		7	Hilton Waterfront Beach Resort	5.0%	0.00125%	0.00050%	Actual/360		0	No	60	60	11	11	360	360	7/19/2013	9/1/2013	8/1/2014	8/1/2018
Loan		8	1600 Lexington Ave. - Rochester, NY	4.7%	0.00125%	0.00050%	Actual/360		1	No	120	119	0	0	360	359	6/18/2013	8/1/2013	8/1/2013	7/1/2023
Loan	7	9	Beverly Garland Hotel	3.5%	0.00125%	0.00050%	Actual/360		1	No	120	119	0	0	360	359	6/27/2013	8/1/2013	8/1/2013	7/1/2023
Loan		10	Paddock Club	3.2%	0.00125%	0.00050%	Actual/360		1	No	120	119	48	47	360	360	6/20/2013	8/1/2013	8/1/2017	7/1/2023
Loan	8, 9	11	ADG Pool 6	3.0%	0.00125%	0.00050%	Actual/360		1	No	120	119	0	0	360	359	6/11/2013	8/1/2013	8/1/2013	7/1/2023
Property		11.1	Manor Hill
Property		11.2	Lake Onalaska
Property		11.3	Shorecrest Pointe
Property		11.4	Camelot Acres
Property		11.5	The Maples
Property		11.6	Parkview Terrace
Property		11.7	River View Manor
Property		11.8	Balsam Lake
Property		11.9	Plover Pointe Manor
Property		11.10	Oak Manor
Property		11.11	Oakwood Terrace
Property		11.12	Foxx Glen
Property		11.13	Willow Grove					��
Property		11.14	Kountry Squire
Property		11.15	Indianhead Manor
Property		11.16	Markesan
Loan	8, 9, 10	12	ADG Pool 4	2.8%	0.00125%	0.00050%	Actual/360		1	No	120	119	0	0	360	359	6/11/2013	8/1/2013	8/1/2013	7/1/2023
Property		12.1	Skyview Terrace
Property		12.2	Country Crossing
Property		12.3	Birch Terrace
Property		12.4	Lakeland
Property		12.5	Cardinal Crest
Property		12.6	Meadowview Place
Property		12.7	Harbor Lights
Property		12.8	Park Ridge
Property		12.9	Pioneer Village
Property		12.10	Falls View
Property		12.11	Northview Estates
Property		12.12	Lake Bluff
Property		12.13	Forest Glen
Loan	11, 12	13	University Towers Cooperative	2.3%	0.00125%	0.00050%	Actual/360		1	No	120	119	0	0	276	275	6/27/2013	8/1/2013	8/1/2013	7/1/2023
Loan	13	14	Wyndham - Virginia Beach	2.1%	0.00125%	0.00050%	Actual/360		1	No	120	119	0	0	360	359	6/4/2013	8/1/2013	8/1/2013	7/1/2023
Loan		15	Gateway 1 Office Building	2.0%	0.00125%	0.00050%	Actual/360		0	No	120	120	0	0	360	360	7/24/2013	9/1/2013	9/1/2013	8/1/2023
Loan		16	Marriott Jacksonville	2.0%	0.00125%	0.00050%	Actual/360		1	No	120	119	0	0	360	359	6/20/2013	8/1/2013	8/1/2013	7/1/2023
Loan		17	Limestone Ranch	1.7%	0.00125%	0.00050%	Actual/360		1	No	120	119	48	47	360	360	6/20/2013	8/1/2013	8/1/2017	7/1/2023
Loan		18	Hilton Garden Inn Tuscaloosa	1.5%	0.00125%	0.00050%	Actual/360		1	No	120	119	0	0	240	239	6/14/2013	8/1/2013	8/1/2013	7/1/2023
Loan		19	Woodbridge Square Medical	1.4%	0.00125%	0.00050%	Actual/360		0	No	120	120	24	24	360	360	7/15/2013	9/1/2013	9/1/2015	8/1/2023
Loan		20	Spring Oaks Shopping Center	1.4%	0.00125%	0.00050%	Actual/360		1	No	120	119	0	0	360	359	6/6/2013	8/1/2013	8/1/2013	7/1/2023
Loan		21	Hilton Garden Inn Tampa East	1.1%	0.00125%	0.00050%	Actual/360		1	No	60	59	0	0	300	299	6/17/2013	8/1/2013	8/1/2013	7/1/2018
Loan	14	22	Toys R Us/Babies R Us	1.1%	0.00125%	0.00050%	Actual/360		0	No	120	120	0	0	360	360	7/19/2013	9/1/2013	9/1/2013	8/1/2023
Loan	8, 9	23	ADG Pool 1	1.0%	0.00125%	0.00050%	Actual/360		1	No	120	119	0	0	360	359	6/11/2013	8/1/2013	8/1/2013	7/1/2023
Property		23.1	Evergreen Estates
Property		23.2	Cloverleaf
Property		23.3	Maplewood
Property		23.4	Valley View
Property		23.5	Shamrock
Loan		24	Fairfield Inn & Suites - Charleston	0.9%	0.00125%	0.00050%	Actual/360		0	No	120	120	0	0	360	360	7/18/2013	9/1/2013	9/1/2013	8/1/2023
Loan		25	Heathwood Village	0.9%	0.00125%	0.00050%	Actual/360		1	No	120	119	0	0	360	359	6/28/2013	8/1/2013	8/1/2013	7/1/2023
Loan	7	26	Hampton Inn - Burlington, NC	0.9%	0.00125%	0.00050%	Actual/360		0	No	60	60	0	0	360	360	7/17/2013	9/1/2013	9/1/2013	8/1/2018
Loan		27	Security Self Storage - Royal Palm Beach, Fl	0.9%	0.00125%	0.00050%	Actual/360		2	No	120	118	24	22	360	360	5/31/2013	7/1/2013	7/1/2015	6/1/2023
Loan	15	28	ADG Pool 3 (Lannon Estates)	0.8%	0.00125%	0.00050%	Actual/360		1	No	120	119	0	0	360	359	6/11/2013	8/1/2013	8/1/2013	7/1/2023
Loan	7	29	Hawthorn Suites El Paso	0.7%	0.00125%	0.00050%	Actual/360		0	No	120	120	0	0	300	300	7/22/2013	9/1/2013	9/1/2013	8/1/2023
Loan		30	West Fuqua Self Storage	0.7%	0.00125%	0.00050%	Actual/360		0	No	120	120	0	0	360	360	7/19/2013	9/1/2013	9/1/2013	8/1/2023
Loan		31	Carpinteria Industrial	0.7%	0.00125%	0.00050%	Actual/360		0	No	120	120	0	0	360	360	7/2/2013	9/1/2013	9/1/2013	8/1/2023
Loan	7	32	1303 Ocala	0.6%	0.00125%	0.00050%	Actual/360		3	No	60	57	0	0	360	357	4/19/2013	6/1/2013	6/1/2013	5/1/2018
Loan		33	Autumn Sunrise Apartments	0.5%	0.00125%	0.00050%	Actual/360		1	No	120	119	0	0	360	359	6/3/2013	8/1/2013	8/1/2013	7/1/2023
Loan	8, 9	34	First Trust Portfolio	0.5%	0.00125%	0.00050%	Actual/360		1	No	120	119	0	0	300	299	6/27/2013	8/1/2013	8/1/2013	7/1/2023
Property		34.1	San Marcos Square
Property		34.2	Fiftieth Avenue Shops
Loan	9	35	Secured Self Storage Portfolio	0.5%	0.00125%	0.00050%	Actual/360		0	No	120	120	0	0	300	300	7/5/2013	9/1/2013	9/1/2013	8/1/2023
Property		35.1	Security Self Storage - Dearborn
Property		35.2	Security Self Storage - Westland
Loan		36	Hampton Inn - Katy, TX	0.4%	0.00125%	0.00050%	Actual/360		1	No	120	119	0	0	180	179	6/28/2013	8/1/2013	8/1/2013	7/1/2023
Loan	9	37	Highway Self Storage Portfolio	0.3%	0.00125%	0.00050%	Actual/360		1	No	120	119	0	0	300	299	6/25/2013	8/1/2013	8/1/2013	7/1/2023
Property		37.1	Highway Self Storage - McAllen
Property		37.2	Highway Self Storage - Pharr
Loan		38	Walgreens - McAllen, TX	0.2%	0.00125%	0.00050%	Actual/360		1	No	120	119	0	0	300	299	6/4/2013	8/1/2013	8/1/2013	7/1/2023

I-6

APPENDIX I - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

Property Flag

Footnotes

Loan ID

Property Name

% of Initial Pool Balance

Final Maturity Date

Monthly Debt Service (P&I)

Monthly Debt Service (IO)

Annual Debt Service (P&I)

Annual Debt Service (IO)

Lockbox Type

Cash Management Status

Crossed With Other Loans

Related-Borrower Loans

UW NOI DSCR (P&I)

UW NOI DSCR (IO)

UW NCF DSCR (P&I)

UW NCF DSCR (IO)

Cut-Off Date LTV Ratio

LTV Ratio at Maturity/ARD

Grace Period to Late Charge (Days)

Loan

3

1

Westfield Countryside

11.7%

NAP

$472,355.94

$330,527.78

$5,668,271

$3,966,333

Hard

Springing

No

NAP

1.78x

2.54x

1.66x

2.37x

57.4%

52.1%

4

Loan

4

2

The Mall at Tuttle Crossing

11.1%

NAP

$429,993.60

$286,068.75

$5,159,923

$3,432,825

Hard

Springing

No

Group A

2.44x

3.67x

2.34x

3.51x

52.1%

44.7%

5

Loan

7

3

Matrix Corporate Center

9.9%

NAP

$436,255.84

NAP

$5,235,070

NAP

Hard

Springing

No

NAP

2.03x

NAP

1.69x

NAP

67.5%

61.9%

0

Loan

5

4

Southdale Center

6.4%

NAP

$257,656.11

$178,630.32

$3,091,873

$2,143,564

Hard

Springing

No

Group A

1.63x

2.35x

1.52x

2.20x

61.8%

51.9%

5

Loan

6

5

Marriott Chicago River North Hotel

6.4%

NAP

$327,965.83

NAP

$3,935,590

NAP

Soft

In Place

No

NAP

1.65x

NAP

1.50x

NAP

62.8%

47.5%

0

Loan

6

Bridgewater Campus

5.1%

NAP

$221,702.33

$167,228.30

$2,660,428

$2,006,740

Hard

Springing

No

NAP

1.62x

2.15x

1.42x

1.88x

68.5%

58.7%

0

Loan

7

Hilton Waterfront Beach Resort

5.0%

NAP

$234,423.41

$188,160.88

$2,813,081

$2,257,931

Hard

Springing

No

NAP

1.92x

2.40x

1.54x

1.92x

51.8%

48.8%

5-day grace one time each year

Loan

8

1600 Lexington Ave. - Rochester, NY

4.7%

NAP

$208,250.84

NAP

$2,499,010

NAP

Hard

Springing

No

NAP

1.80x

NAP

1.45x

NAP

74.9%

61.2%

4

Loan

7

9

Beverly Garland Hotel

3.5%

NAP

$164,455.39

NAP

$1,973,465

NAP

Hard

Springing

No

NAP

2.07x

NAP

1.76x

NAP

57.7%

47.9%

0

Loan

10

Paddock Club

3.2%

NAP

$137,801.24

$102,846.05

$1,653,615

$1,234,153

Soft

Springing

No

Group B

1.39x

1.86x

1.32x

1.77x

76.6%

68.7%

4

Loan

8, 9

11

ADG Pool 6

3.0%

NAP

$128,586.34

NAP

$1,543,036

NAP

Springing

Springing

No

Group C

1.57x

NAP

1.52x

NAP

75.3%

61.0%

0

Property

11.1

Manor Hill

Property

11.2

Lake Onalaska

Property

11.3

Shorecrest Pointe

Property

11.4

Camelot Acres

Property

11.5

The Maples

Property

11.6

Parkview Terrace

Property

11.7

River View Manor

Property

11.8

Balsam Lake

Property

11.9

Plover Pointe Manor

Property

11.10

Oak Manor

Property

11.11

Oakwood Terrace

Property

11.12

Foxx Glen

Property

11.13

Willow Grove

Property

11.14

Kountry Squire

Property

11.15

Indianhead Manor

Property

11.16

Markesan

Loan

8, 9, 10

12

ADG Pool 4

2.8%

NAP

$119,279.53

NAP

$1,431,354

NAP

Springing

Springing

No

Group C

1.59x

NAP

1.55x

NAP

74.2%

60.0%

0

Property

12.1

Skyview Terrace

Property

12.2

Country Crossing

Property

12.3

Birch Terrace

Property

12.4

Lakeland

Property

12.5

Cardinal Crest

Property

12.6

Meadowview Place

Property

12.7

Harbor Lights

Property

12.8

Park Ridge

Property

12.9

Pioneer Village

Property

12.10

Falls View

Property

12.11

Northview Estates

Property

12.12

Lake Bluff

Property

12.13

Forest Glen

Loan

11, 12

13

University Towers Cooperative

2.3%

NAP

$102,568.43

NAP

$1,230,821

NAP

NAP

NAP

No

NAP

7.70x

NAP

7.59x

NAP

10.9%

7.2%

0

Loan

13

14

Wyndham - Virginia Beach

2.1%

NAP

$91,174.50

NAP

$1,094,094

NAP

Soft

Springing

No

NAP

2.14x

NAP

1.79x

NAP

68.1%

55.6%

0

Loan

15

Gateway 1 Office Building

2.0%

NAP

$93,516.44

NAP

$1,122,197

NAP

Hard

Springing

No

NAP

1.55x

NAP

1.39x

NAP

72.9%

60.0%

5

Loan

16

Marriott Jacksonville

2.0%

NAP

$93,249.82

NAP

$1,118,998

NAP

Hard

Springing

No

NAP

2.37x

NAP

1.90x

NAP

57.7%

47.5%

5

Loan

17

Limestone Ranch

1.7%

NAP

$74,894.17

$55,896.23

$898,730

$670,755

Soft

Springing

No

Group B

1.37x

1.84x

1.30x

1.74x

79.1%

70.9%

4

Loan

18

Hilton Garden Inn Tuscaloosa

1.5%

NAP

$86,387.61

NAP

$1,036,651

NAP

Hard

In Place

No

NAP

1.87x

NAP

1.67x

NAP

64.8%

41.0%

4

Loan

19

Woodbridge Square Medical

1.4%

NAP

$64,822.83

$50,611.64

$777,874

$607,340

Hard

Springing

No

NAP

1.41x

1.81x

1.28x

1.64x

69.7%

60.3%

0

Loan

20

Spring Oaks Shopping Center

1.4%

NAP

$60,020.45

NAP

$720,245

NAP

Hard

In Place

No

NAP

1.73x

NAP

1.59x

NAP

63.9%

51.7%

4

Loan

21

Hilton Garden Inn Tampa East

1.1%

NAP

$53,687.38

NAP

$644,249

NAP

Hard

Springing

No

NAP

1.85x

NAP

1.57x

NAP

76.7%

68.0%

4

Loan

14

22

Toys R Us/Babies R Us

1.1%

NAP

$49,031.52

NAP

$588,378

NAP

Springing

Springing

No

NAP

1.51x

NAP

1.43x

NAP

69.8%

57.7%

0

Loan

8, 9

23

ADG Pool 1

1.0%

NAP

$41,848.07

NAP

$502,177

NAP

Springing

Springing

No

Group C

1.58x

NAP

1.52x

NAP

70.6%

57.1%

0

Property

23.1

Evergreen Estates

Property

23.2

Cloverleaf

Property

23.3

Maplewood

Property

23.4

Valley View

Property

23.5

Shamrock

Loan

24

Fairfield Inn & Suites - Charleston

0.9%

NAP

$44,979.68

NAP

$539,756

NAP

Hard

Springing

No

NAP

1.70x

NAP

1.51x

NAP

66.9%

55.7%

0

Loan

25

Heathwood Village

0.9%

NAP

$41,072.17

NAP

$492,866

NAP

Springing

Springing

No

NAP

2.08x

NAP

1.90x

NAP

69.6%

57.2%

5

Loan

7

26

Hampton Inn - Burlington, NC

0.9%

NAP

$39,667.86

NAP

$476,014

NAP

Springing

Springing

No

NAP

2.21x

NAP

1.99x

NAP

69.4%

64.0%

4

Loan

27

Security Self Storage - Royal Palm Beach, Fl

0.9%

NAP

$35,577.36

$25,011.37

$426,928

$300,136

Springing

Springing

No

NAP

1.92x

2.73x

1.89x

2.69x

63.0%

53.1%

4

Loan

15

28

ADG Pool 3 (Lannon Estates)

0.8%

NAP

$34,581.04

NAP

$414,972

NAP

Springing

Springing

No

Group C

1.60x

NAP

1.58x

NAP

73.7%

59.6%

0

Loan

7

29

Hawthorn Suites El Paso

0.7%

NAP

$35,566.54

NAP

$426,798

NAP

Springing

Springing

No

NAP

2.06x

NAP

1.71x

NAP

61.9%

46.6%

5

Loan

30

West Fuqua Self Storage

0.7%

NAP

$33,132.22

NAP

$397,587

NAP

Springing

Springing

No

NAP

1.56x

NAP

1.56x

NAP

71.9%

59.7%

0

Loan

31

Carpinteria Industrial

0.7%

NAP

$30,920.23

NAP

$371,043

NAP

Springing

Springing

No

NAP

2.79x

NAP

2.56x

NAP

38.2%

31.1%

4

Loan

7

32

1303 Ocala

0.6%

NAP

$26,406.93

NAP

$316,883

NAP

Soft

Springing

No

NAP

1.68x

NAP

1.52x

NAP

69.4%

63.6%

5

Loan

33

Autumn Sunrise Apartments

0.5%

NAP

$22,779.45

NAP

$273,353

NAP

Soft

Springing

No

NAP

2.05x

NAP

1.87x

NAP

74.9%

60.8%

5

Loan

8, 9

34

First Trust Portfolio

0.5%

NAP

$24,726.38

NAP

$296,717

NAP

Hard

Springing

No

NAP

1.42x

NAP

1.35x

NAP

64.9%

49.5%

4

Property

34.1

San Marcos Square

NAP

Property

34.2

Fiftieth Avenue Shops

NAP

Loan

9

35

Secured Self Storage Portfolio

0.5%

NAP

$23,535.33

NAP

$282,424

NAP

Springing

Springing

No

NAP

2.25x

NAP

2.10x

NAP

56.3%

42.4%

4

Property

35.1

Security Self Storage - Dearborn

Property

35.2

Security Self Storage - Westland

Loan

36

Hampton Inn - Katy, TX

0.4%

NAP

$30,056.76

NAP

$360,681

NAP

NAP

NAP

No

NAP

1.71x

NAP

1.40x

NAP

53.4%

23.4%

5

Loan

9

37

Highway Self Storage Portfolio

0.3%

NAP

$15,546.88

NAP

$186,563

NAP

Springing

Springing

No

NAP

1.55x

NAP

1.44x

NAP

67.5%

51.8%

4

Property

37.1

Highway Self Storage - McAllen

Property

37.2

Highway Self Storage - Pharr

Loan

38

Walgreens - McAllen, TX

0.2%

NAP

$10,729.76

NAP

$128,757

NAP

Hard

In Place

No

NAP

1.37x

NAP

1.37x

NAP

69.0%

51.2%

4

I-7

APPENDIX I - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS
									MORTGAGED PROPERTY UNDERWRITTEN CASH FLOWS
Property Flag	Footnotes	Loan ID	Property Name	% of Initial Pool Balance	Grace Period to Default (Days)	Due Date	Prepayment Provisions (No. of Payments)	YM Formula	Third Most Recent Revenues	Third Most Recent Expenses	Third Most Recent NOI	Third Most Recent NOI Date	Third Most Recent NOI Debt Yield	Second Most Recent Revenues	Second Most Recent Expenses	Second Most  Recent NOI	Second Most Recent NOI Date	Second Most Recent NOI Debt Yield
Loan	3	1	Westfield Countryside	11.7%	4	First	LO(26) YM1/D(87) O(7)	A	$21,523,000	$8,139,000	$13,384,000	12/31/2011	8.6%	$24,695,000	$8,935,000	$15,760,000	12/31/2012	10.2%
Loan	4	2	The Mall at Tuttle Crossing	11.1%	4	First	LO(27) D(89) O(4)		$25,559,015	$7,337,286	$18,221,729	12/31/2010	14.6%	$25,095,091	$7,172,148	$17,922,943	12/31/2011	14.3%
Loan	7	3	Matrix Corporate Center	9.9%	5	First	LO(24) D(33) O(3)		$15,736,774	$8,365,850	$7,370,924	12/31/2010	8.7%	$17,393,283	$7,712,850	$9,680,433	12/31/2011	11.4%
Loan	5	4	Southdale Center	6.4%	5	First	LO(28) D(85) O(7)		$26,377,263	$10,440,122	$15,937,141	12/31/2011	10.3%	$24,325,691	$9,633,008	$14,692,683	12/31/2012	9.5%
Loan	6	5	Marriott Chicago River North Hotel	6.4%	0	First	LO(24) D(92) O(4)		$25,934,481	$14,872,208	$11,062,273	12/31/2011	9.2%	$29,687,974	$16,007,730	$13,680,244	12/31/2012	11.4%
Loan		6	Bridgewater Campus	5.1%	7	First	LO(25) D(91) O(4)		NAP	NAP	NAP	NAP	NAP	$9,976,707	$5,917,030	$4,059,677	12/31/2011	9.3%
Loan		7	Hilton Waterfront Beach Resort	5.0%	5	First	LO(24) D(12) O(24)		$25,708,828	$20,585,717	$5,123,111	12/31/2011	12.1%	$27,104,819	$21,453,218	$5,651,601	12/31/2012	13.3%
Loan		8	1600 Lexington Ave. - Rochester, NY	4.7%	4	First	LO(25) D(91) O(4)		$3,439,735	$3,060,677	$379,058	12/31/2010	0.9%	$4,847,909	$3,037,890	$1,810,019	12/31/2011	4.5%
Loan	7	9	Beverly Garland Hotel	3.5%	5	First	LO(25) D(88) O(7)		$13,939,323	$9,831,976	$4,107,347	12/31/2011	13.7%	$15,426,889	$11,183,569	$4,243,320	12/31/2012	14.2%
Loan		10	Paddock Club	3.2%	4	First	LO(25) YM1/D(91) O(4)	B	$4,392,296	$1,848,864	$2,543,432	12/31/2011	9.3%	$4,336,481	$1,949,005	$2,387,476	12/31/2012	8.7%
Loan	8, 9	11	ADG Pool 6	3.0%	0	First	LO(25) D(91) O(4)		$3,764,496	$1,505,853	$2,258,643	12/31/2011	8.8%	$3,956,311	$1,462,189	$2,494,122	12/31/2012	9.7%
Property		11.1	Manor Hill
Property		11.2	Lake Onalaska
Property		11.3	Shorecrest Pointe
Property		11.4	Camelot Acres
Property		11.5	The Maples
Property		11.6	Parkview Terrace
Property		11.7	River View Manor
Property		11.8	Balsam Lake
Property		11.9	Plover Pointe Manor
Property		11.10	Oak Manor
Property		11.11	Oakwood Terrace
Property		11.12	Foxx Glen
Property		11.13	Willow Grove
Property		11.14	Kountry Squire
Property		11.15	Indianhead Manor
Property		11.16	Markesan
Loan	8, 9, 10	12	ADG Pool 4	2.8%	0	First	LO(25) D(91) O(4)		$3,795,942	$1,604,339	$2,191,603	12/31/2011	9.2%	$3,938,878	$1,590,361	$2,348,517	12/31/2012	9.9%
Property		12.1	Skyview Terrace
Property		12.2	Country Crossing
Property		12.3	Birch Terrace
Property		12.4	Lakeland
Property		12.5	Cardinal Crest
Property		12.6	Meadowview Place
Property		12.7	Harbor Lights
Property		12.8	Park Ridge
Property		12.9	Pioneer Village
Property		12.10	Falls View
Property		12.11	Northview Estates
Property		12.12	Lake Bluff
Property		12.13	Forest Glen
Loan	11, 12	13	University Towers Cooperative	2.3%	5	First	LO(23) YM1(93) O(4)	C	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP
Loan	13	14	Wyndham - Virginia Beach	2.1%	5	First	LO(25) D(91) O(4)		$9,296,241	$7,512,819	$1,783,422	12/31/2011	10.1%	$9,788,837	$7,295,351	$2,493,486	12/31/2012	14.2%
Loan		15	Gateway 1 Office Building	2.0%	5	First	LO(24) D(92) O(4)		$1,475,345	$776,240	$699,105	12/31/2010	4.0%	$1,554,399	$614,474	$939,925	12/31/2011	5.4%
Loan		16	Marriott Jacksonville	2.0%	4	First	LO(25) D(92) O(3)		$9,620,799	$7,429,994	$2,190,805	12/31/2011	12.5%	$10,119,744	$7,651,504	$2,468,240	12/31/2012	14.1%
Loan		17	Limestone Ranch	1.7%	4	First	LO(25) YM1/D(91) O(4)	D	$2,313,211	$1,224,226	$1,088,985	12/31/2011	7.3%	$2,437,263	$1,237,185	$1,200,078	12/31/2012	8.1%
Loan		18	Hilton Garden Inn Tuscaloosa	1.5%	4	First	LO(25) D(91) O(4)		$4,426,511	$2,436,975	$1,989,536	12/31/2011	15.1%	$4,490,950	$2,561,256	$1,929,694	12/31/2012	14.6%
Loan		19	Woodbridge Square Medical	1.4%	5	First	LO(24) D(92) O(4)		$1,318,252	$387,834	$930,418	12/31/2010	7.6%	$1,395,253	$384,782	$1,010,471	12/31/2011	8.3%
Loan		20	Spring Oaks Shopping Center	1.4%	4	First	LO(25) D(91) O(4)		$1,428,752	$343,625	$1,085,127	12/31/2010	9.1%	$1,649,473	$306,838	$1,342,635	12/31/2011	11.2%
Loan		21	Hilton Garden Inn Tampa East	1.1%	4	First	LO(23) YM1(33) O(4)	E	$4,327,110	$3,275,707	$1,051,403	12/31/2011	11.0%	$4,499,710	$3,348,012	$1,151,698	12/31/2012	12.0%
Loan	14	22	Toys R Us/Babies R Us	1.1%	7	First	LO(24) D(93) O(3)				$0	NAV	0.0%			$0	NAV	0.0%
Loan	8, 9	23	ADG Pool 1	1.0%	0	First	LO(25) D(91) O(4)		$1,472,581	$691,085	$781,496	12/31/2011	9.4%	$1,492,564	$660,814	$831,750	12/31/2012	10.0%
Property		23.1	Evergreen Estates
Property		23.2	Cloverleaf
Property		23.3	Maplewood
Property		23.4	Valley View
Property		23.5	Shamrock
Loan		24	Fairfield Inn & Suites - Charleston	0.9%	7	First	LO(24) D(93) O(3)		$2,223,160	$1,640,307	$582,853	12/31/2011	7.2%	$2,447,690	$1,708,840	$738,850	12/31/2012	9.1%
Loan		25	Heathwood Village	0.9%	4	First	LO(25) D(91) O(4)		$2,258,122	$1,253,544	$1,004,578	12/31/2010	13.0%	$2,341,006	$1,226,175	$1,114,831	12/31/2011	14.4%
Loan	7	26	Hampton Inn - Burlington, NC	0.9%	4	First	LO(24) D(32) O(4)		$2,488,575	$1,383,271	$1,105,304	12/31/2011	14.7%	$2,605,949	$1,580,770	$1,025,179	12/31/2012	13.7%
Loan		27	Security Self Storage - Royal Palm Beach, Fl	0.9%	4	First	LO(26) D(90) O(4)		$1,164,842	$457,841	$707,001	12/31/2011	9.4%	$1,270,768	$451,219	$819,549	12/31/2012	10.9%
Loan	15	28	ADG Pool 3 (Lannon Estates)	0.8%	0	First	LO(25) D(91) O(4)		$877,423	$232,640	$644,783	12/31/2011	9.4%	$886,009	$229,455	$656,554	12/31/2012	9.5%
Loan	7	29	Hawthorn Suites El Paso	0.7%	5	First	LO(24) D(92) O(4)		$3,954,692	$2,537,172	$1,417,520	12/31/2011	23.6%	$3,539,128	$2,601,181	$937,947	12/31/2012	15.6%
Loan		30	West Fuqua Self Storage	0.7%	7	First	LO(24) D(93) O(3)				$0	NAV	0.0%	$872,227	$359,221	$513,007	12/31/2012	8.6%
Loan		31	Carpinteria Industrial	0.7%	4	First	LO(24) D(93) O(3)		$998,762	$415,086	$583,676	12/31/2010	9.7%	$1,044,722	$365,662	$679,060	12/31/2011	11.3%
Loan	7	32	1303 Ocala	0.6%	5	First	LO(27) D(29) O(4)		$1,371,733	$897,480	$474,253	12/31/2012	8.8%	$1,352,069	$863,595	$488,474	2/28/2013 TTM	9.1%
Loan		33	Autumn Sunrise Apartments	0.5%	4	First	LO(25) YM1(91) O(4)	F	$1,003,565	$548,151	$455,414	12/31/2011	10.1%	$1,138,537	$548,279	$590,258	12/31/2012	13.1%
Loan	8, 9	34	First Trust Portfolio	0.5%	4	First	LO(25) D(91) O(4)		NAV	NAV	NAV	NAV	NAV	NAV	NAV	NAV	NAV	NAV
Property		34.1	San Marcos Square
Property		34.2	Fiftieth Avenue Shops
Loan	9	35	Secured Self Storage Portfolio	0.5%	4	First	LO(24) D(92) O(4)		$932,669	$397,934	$534,735	12/31/2011	13.4%	$1,008,220	$406,111	$602,109	12/31/2012	15.1%
Property		35.1	Security Self Storage - Dearborn
Property		35.2	Security Self Storage - Westland
Loan		36	Hampton Inn - Katy, TX	0.4%	4	First	LO(25) D(91) O(4)		$1,845,346	$1,450,845	$394,501	12/31/2011	10.6%	$2,187,088	$1,503,720	$683,368	12/31/2012	18.3%
Loan	9	37	Highway Self Storage Portfolio	0.3%	4	First	LO(25) D(91) O(4)		$623,009	$376,300	$246,709	12/31/2011	9.9%	$695,424	$349,012	$346,413	12/31/2012	13.9%
Property		37.1	Highway Self Storage - McAllen
Property		37.2	Highway Self Storage - Pharr
Loan		38	Walgreens - McAllen, TX	0.2%	4	First	LO(25) D(91) O(4)		NAV	NAV	NAV	NAV	NAV	NAV	NAV	NAV	NAV	NAV

I-8

APPENDIX I - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS
Property Flag	Footnotes	Loan ID	Property Name	% of Initial Pool Balance	Most Recent Revenues	Most Recent Expenses	Most Recent NOI	Most Recent NOI Date	Most Recent NOI Debt Yield	UW Occupancy	UW EGI	UW Expenses	UW NOI	UW NOI Debt Yield	UW Replacement Reserves	UW TI/LC	UW NCF	UW NCF Debt Yield
Loan	3	1	Westfield Countryside	11.7%	$25,383,961	$9,317,876	$16,066,085	4/30/2013 TTM	10.4%	91.7%	$25,324,035	$9,698,281	$15,625,754	10.1%	$92,967	$946,604	$14,586,182	9.4%
Loan	4	2	The Mall at Tuttle Crossing	11.1%	$24,886,339	$7,103,526	$17,782,813	12/31/2012	14.2%	87.4%	$23,570,293	$6,971,755	$16,598,538	13.3%	$161,724	$580,963	$15,855,851	12.7%
Loan	7	3	Matrix Corporate Center	9.9%	$17,390,312	$7,196,179	$10,194,133	12/31/2012	12.0%	72.3%	$17,825,567	$7,210,184	$10,615,383	12.5%	$209,362	$1,558,575	$8,847,446	10.4%
Loan	5	4	Southdale Center	6.4%	$24,474,476	$9,454,584	$15,019,892	3/31/2013 TTM	9.7%	87.4%	$24,361,986	$10,187,479	$14,174,507	9.1%	$126,976	$774,647	$13,272,884	8.6%
Loan	6	5	Marriott Chicago River North Hotel	6.4%	$30,160,936	$16,253,238	$13,907,698	4/30/2013 TTM	11.6%	84.7%	$30,160,936	$16,024,333	$14,136,603	11.8%	$1,206,437	$0	$12,858,889	10.7%
Loan		6	Bridgewater Campus	5.1%	$10,091,690	$5,658,902	$4,432,787	12/31/2012	10.2%	90.1%	$10,196,163	$5,889,327	$4,306,837	9.9%	$200,992	$334,987	$3,770,858	8.7%
Loan		7	Hilton Waterfront Beach Resort	5.0%	$26,758,860	$21,441,874	$5,316,986	5/31/2013 TTM	12.5%	74.9%	$26,758,860	$21,349,260	$5,409,600	12.7%	$1,070,354	$0	$4,339,246	10.2%
Loan		8	1600 Lexington Ave. - Rochester, NY	4.7%	$6,124,306	$3,034,656	$3,089,650	12/31/2012	7.7%	86.8%	$7,502,201	$3,000,528	$4,501,673	11.2%	$351,100	$533,165	$3,617,408	9.0%
Loan	7	9	Beverly Garland Hotel	3.5%	$15,833,178	$11,502,784	$4,330,394	4/30/2013 TTM	14.4%	80.0%	$15,060,498	$10,966,752	$4,093,746	13.7%	$602,420	$0	$3,463,874	11.6%
Loan		10	Paddock Club	3.2%	$4,410,872	$1,974,387	$2,436,485	4/30/2013 TTM	8.9%	92.6%	$4,410,872	$2,114,807	$2,296,065	8.4%	$110,000	$0	$2,186,065	8.0%
Loan	8, 9	11	ADG Pool 6	3.0%	$3,995,652	$1,577,237	$2,418,415	3/31/2013 TTM	9.4%	82.8%	$3,995,652	$1,574,621	$2,421,031	9.4%	$68,950	$0	$2,352,081	9.2%
Property		11.1	Manor Hill
Property		11.2	Lake Onalaska
Property		11.3	Shorecrest Pointe
Property		11.4	Camelot Acres
Property		11.5	The Maples
Property		11.6	Parkview Terrace
Property		11.7	River View Manor
Property		11.8	Balsam Lake
Property		11.9	Plover Pointe Manor
Property		11.10	Oak Manor
Property		11.11	Oakwood Terrace
Property		11.12	Foxx Glen
Property		11.13	Willow Grove
Property		11.14	Kountry Squire
Property		11.15	Indianhead Manor
Property		11.16	Markesan
Loan	8, 9, 10	12	ADG Pool 4	2.8%	$4,001,364	$1,632,979	$2,368,385	3/31/2013 TTM	10.0%	83.0%	$3,982,451	$1,701,211	$2,281,240	9.6%	$61,000	$0	$2,220,240	9.3%
Property		12.1	Skyview Terrace
Property		12.2	Country Crossing
Property		12.3	Birch Terrace
Property		12.4	Lakeland
Property		12.5	Cardinal Crest
Property		12.6	Meadowview Place
Property		12.7	Harbor Lights
Property		12.8	Park Ridge
Property		12.9	Pioneer Village
Property		12.10	Falls View
Property		12.11	Northview Estates
Property		12.12	Lake Bluff
Property		12.13	Forest Glen
Loan	11, 12	13	University Towers Cooperative	2.3%	NAP	NAP	NAP	NAP	NAP	95.0%	$14,951,712	$5,471,017	$9,480,695	47.5%	$138,500	$0	$9,342,195	46.8%
Loan	13	14	Wyndham - Virginia Beach	2.1%	$9,579,107	$7,239,721	$2,339,386	4/30/2013 TTM	13.3%	53.1%	$9,579,016	$7,239,843	$2,339,173	13.3%	$383,160	$0	$1,956,013	11.1%
Loan		15	Gateway 1 Office Building	2.0%	$1,772,782	$425,883	$1,346,899	12/31/2012	7.7%	87.3%	$2,467,710	$727,950	$1,739,760	9.9%	$20,188	$161,506	$1,558,066	8.9%
Loan		16	Marriott Jacksonville	2.0%	$10,338,558	$7,571,666	$2,766,892	4/30/2013 TTM	15.8%	64.2%	$10,338,558	$7,691,430	$2,647,128	15.1%	$516,928	$0	$2,130,200	12.2%
Loan		17	Limestone Ranch	1.7%	$2,469,710	$1,237,036	$1,232,674	4/30/2013 TTM	8.3%	91.8%	$2,545,506	$1,313,228	$1,232,278	8.3%	$64,000	$0	$1,168,278	7.9%
Loan		18	Hilton Garden Inn Tuscaloosa	1.5%	$4,512,526	$2,466,023	$2,046,503	4/30/2013 TTM	15.5%	76.3%	$4,512,526	$2,574,917	$1,937,610	14.7%	$180,501	$0	$1,735,994	13.2%
Loan		19	Woodbridge Square Medical	1.4%	$1,407,269	$353,219	$1,054,050	12/31/2012	8.6%	93.0%	$1,524,365	$425,431	$1,098,934	9.0%	$7,332	$93,850	$997,753	8.2%
Loan		20	Spring Oaks Shopping Center	1.4%	$1,499,613	$291,439	$1,208,174	12/31/2012	10.1%	92.2%	$1,578,317	$331,257	$1,247,060	10.4%	$25,030	$76,013	$1,146,017	9.6%
Loan		21	Hilton Garden Inn Tampa East	1.1%	$4,579,778	$3,368,176	$1,211,602	4/30/2013 TTM	12.6%	68.4%	$4,579,778	$3,385,412	$1,194,366	12.5%	$183,191	$0	$1,011,175	10.6%
Loan	14	22	Toys R Us/Babies R Us	1.1%	$1,366,812	$404,569	$962,243	5/31/13 TTM	10.7%	95.0%	$914,496	$27,435	$887,061	9.9%	$8,751	$37,921	$840,388	9.3%
Loan	8, 9	23	ADG Pool 1	1.0%	$1,500,490	$700,368	$800,122	3/31/2013 TTM	9.6%	83.7%	$1,500,490	$707,430	$793,060	9.5%	$28,458	$0	$764,602	9.2%
Property		23.1	Evergreen Estates
Property		23.2	Cloverleaf
Property		23.3	Maplewood
Property		23.4	Valley View
Property		23.5	Shamrock
Loan		24	Fairfield Inn & Suites - Charleston	0.9%	$2,577,787	$1,659,627	$918,160	6/30/13 TTM	11.3%	66.2%	$2,577,682	$1,659,208	$918,474	11.3%	$103,107	$0	$815,367	10.1%
Loan		25	Heathwood Village	0.9%	$2,340,684	$1,324,934	$1,015,750	5/31/2013 TTM	13.2%	90.9%	$2,340,684	$1,313,375	$1,027,309	13.3%	$89,206	$0	$938,103	12.1%
Loan	7	26	Hampton Inn - Burlington, NC	0.9%	$2,600,278	$1,539,946	$1,060,332	4/30/2013 TTM	14.1%	70.4%	$2,600,278	$1,550,328	$1,049,950	14.0%	$104,011	$0	$945,939	12.6%
Loan		27	Security Self Storage - Royal Palm Beach, Fl	0.9%	$1,300,363	$457,632	$842,731	4/30/2013 TTM	11.2%	83.8%	$1,282,498	$462,254	$820,244	10.9%	$13,859	$0	$806,385	10.8%
Loan	15	28	ADG Pool 3 (Lannon Estates)	0.8%	$893,035	$234,832	$658,203	3/31/2013 TTM	9.6%	92.6%	$893,035	$229,036	$663,999	9.6%	$8,441	$0	$655,557	9.5%
Loan	7	29	Hawthorn Suites El Paso	0.7%	$3,684,795	$2,690,893	$993,902	5/31/2013 TTM	16.6%	75.0%	$3,707,305	$2,827,441	$879,864	14.7%	$148,328	$0	$731,536	12.2%
Loan		30	West Fuqua Self Storage	0.7%	$950,167	$419,782	$530,385	4/30/13 TTM	8.8%	76.0%	$1,036,199	$417,301	$618,898	10.3%	$0	$0	$618,898	10.3%
Loan		31	Carpinteria Industrial	0.7%	$1,551,109	$411,913	$1,139,196	12/31/2012	19.0%	90.0%	$1,457,398	$420,910	$1,036,488	17.3%	$34,271	$51,971	$950,246	15.8%
Loan	7	32	1303 Ocala	0.6%	$1,389,166	$736,484	$652,682	2/28/2013 T-6 Ann.	12.1%	89.0%	$1,385,272	$853,766	$531,506	9.9%	$51,000	$0	$480,506	8.9%
Loan		33	Autumn Sunrise Apartments	0.5%	$1,147,584	$561,612	$585,972	4/30/2013 TTM	13.0%	91.5%	$1,123,101	$563,800	$559,301	12.4%	$47,570	$0	$511,731	11.4%
Loan	8, 9	34	First Trust Portfolio	0.5%	NAV	NAV	NAV	NAV	NAV	94.0%	$559,103	$139,233	$419,870	10.4%	$2,215	$18,229	$399,426	9.8%
Property		34.1	San Marcos Square
Property		34.2	Fiftieth Avenue Shops
Loan	9	35	Secured Self Storage Portfolio	0.5%	$1,044,465	$410,793	$633,672	5/31/2013 TTM	15.8%	85.0%	$1,044,465	$408,156	$636,309	15.9%	$44,259	$0	$592,050	14.8%
Property		35.1	Security Self Storage - Dearborn
Property		35.2	Security Self Storage - Westland
Loan		36	Hampton Inn - Katy, TX	0.4%	$2,229,893	$1,544,162	$685,731	3/31/2013 TTM	18.4%	69.8%	$2,229,893	$1,612,792	$617,101	16.5%	$111,495	$0	$505,606	13.5%
Loan	9	37	Highway Self Storage Portfolio	0.3%	$707,971	$344,521	$363,450	5/31/2013 TTM	14.6%	79.9%	$645,806	$356,774	$289,032	11.6%	$19,454	$0	$269,578	10.8%
Property		37.1	Highway Self Storage - McAllen
Property		37.2	Highway Self Storage - Pharr
Loan		38	Walgreens - McAllen, TX	0.2%	NAV	NAV	NAV	NAV	NAV	97.0%	$343,380	$166,868	$176,512	9.3%	$0	$0	$176,512	9.3%

I-9

APPENDIX I - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

LARGEST TENANT INFORMATION

2ND LARGEST TENANT INFORMATION

3RD LARGEST TENANT INFORMATION

Property Flag

Footnotes

Loan ID

Property Name

% of Initial Pool Balance

Largest Tenant

Largest Tenant Lease Expiration

Largest Tenant NSF

Largest Tenant % of NSF

2nd Largest Tenant

2nd Largest Tenant Lease Expiration

2nd Largest Tenant NSF

2nd Largest Tenant % of NSF

3rd Largest Tenant

3rd Largest Tenant Lease Expiration

3rd Largest Tenant NSF

3rd Largest Tenant % of NSF

Loan

3

1

Westfield Countryside

11.7%

Cobb Theatres

12/31/2026

53,729

11.6%

XXI Forever

1/31/2023

20,000

4.3%

L.A. Fitness

3/31/2018

18,466

4.0%

Loan

4

2

The Mall at Tuttle Crossing

11.1%

The Finish Line

6/30/2014

20,600

5.3%

Shoe Dept. Encore

5/31/2023

13,613

3.5%

Victoria’s Secret

1/31/2018

11,987

3.1%

Loan

7

3

Matrix Corporate Center

9.9%

Boehringer Ingelheim

12/31/2022

327,095

31.3%

Praxair, Inc.

12/31/2016

203,284

19.4%

Guideposts

6/30/2021

54,186

5.2%

Loan

5

4

Southdale Center

6.4%

Herberger’s

1/31/2027

143,608

22.6%

American Multi-Cinema Theatres

12/31/2021

80,927

12.8%

Marshalls

1/31/2014

43,533

6.9%

Loan

6

5

Marriott Chicago River North Hotel

6.4%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

6

Bridgewater Campus

5.1%

Henkel Corporation

7/31/2023

188,411

42.2%

Ingredion Incorporated

6/30/2024

163,066

36.5%

Azko Nobel Surface Chemistry

6/30/2019

47,834

10.7%

Loan

7

Hilton Waterfront Beach Resort

5.0%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

8

1600 Lexington Ave. - Rochester, NY

4.7%

High Falls Operating Co, LLC

2/29/2016

360,365

20.5%

Care Stream

12/31/2015

183,545

10.5%

Optimation Technology, Inc.

2/28/2019

175,714

10.0%

Loan

7

9

Beverly Garland Hotel

3.5%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

10

Paddock Club

3.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

8, 9

11

ADG Pool 6

3.0%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.1

Manor Hill

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.2

Lake Onalaska

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.3

Shorecrest Pointe

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.4

Camelot Acres

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.5

The Maples

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.6

Parkview Terrace

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.7

River View Manor

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.8

Balsam Lake

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.9

Plover Pointe Manor

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.10

Oak Manor

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.11

Oakwood Terrace

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.12

Foxx Glen

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.13

Willow Grove

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.14

Kountry Squire

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.15

Indianhead Manor

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.16

Markesan

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

8, 9, 10

12

ADG Pool 4

2.8%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.1

Skyview Terrace

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.2

Country Crossing

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.3

Birch Terrace

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.4

Lakeland

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.5

Cardinal Crest

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.6

Meadowview Place

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.7

Harbor Lights

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.8

Park Ridge

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.9

Pioneer Village

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.10

Falls View

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.11

Northview Estates

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.12

Lake Bluff

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.13

Forest Glen

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

11, 12

13

University Towers Cooperative

2.3%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

13

14

Wyndham - Virginia Beach

2.1%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

15

Gateway 1 Office Building

2.0%

County of San Diego

9/25/2022

39,251

38.9%

U.S. District Court/ Probation

11/30/2014

15,370

15.2%

Chula Vista Executive Suites, LLC

5/31/2027

10,000

9.9%

Loan

16

Marriott Jacksonville

2.0%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

17

Limestone Ranch

1.7%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

18

Hilton Garden Inn Tuscaloosa

1.5%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

19

Woodbridge Square Medical

1.4%

Bruce M. Albert, M.D.

2/28/2015

3,419

9.3%

OC Medical and Disc Institute

9/14/2018

3,055

8.3%

Xuan Liu and Junli Zha, Corp.

7/31/2015

2,706

7.4%

Loan

20

Spring Oaks Shopping Center

1.4%

Albertsons -Sublet -Shun Fat

12/30/2017

51,759

41.4%

Big Lots

11/30/2017

24,000

19.2%

Underworld Grill & Bar

12/31/2016

6,475

5.2%

Loan

21

Hilton Garden Inn Tampa East

1.1%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

14

22

Toys R Us/Babies R Us

1.1%

Toys R Us

1/31/2028

58,341

100.0%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

8, 9

23

ADG Pool 1

1.0%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

23.1

Evergreen Estates

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

23.2

Cloverleaf

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

23.3

Maplewood

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

23.4

Valley View

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

23.5

Shamrock

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

24

Fairfield Inn & Suites - Charleston

0.9%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

25

Heathwood Village

0.9%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

7

26

Hampton Inn - Burlington, NC

0.9%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

27

Security Self Storage - Royal Palm Beach, Fl

0.9%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

15

28

ADG Pool 3 (Lannon Estates)

0.8%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

7

29

Hawthorn Suites El Paso

0.7%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

30

West Fuqua Self Storage

0.7%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

31

Carpinteria Industrial

0.7%

NuSil

12/31/2021

136,810

79.8%

Biosphere

4/30/2014 & 12/31/2013

12,450

7.3%

Aerotech

3/31/2015

6,313

3.7%

Loan

7

32

1303 Ocala

0.6%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

33

Autumn Sunrise Apartments

0.5%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

8, 9

34

First Trust Portfolio

0.5%

Various

Various

Various

Various

Various

Various

Various

Various

Various

Various

Various

Various

Property

34.1

San Marcos Square

Five Guys Burgers

2/28/2023

2,400

29.1%

Sprint

3/31/2018

2,150

26.1%

Best Buy Mobile

1/31/2019

1,950

23.6%

Property

34.2

Fiftieth Avenue Shops

Pet Club

6/30/2018

4,712

72.4%

Starbucks

2/28/2018

1,800

27.6%

NAP

NAP

NAP

NAP

Loan

9

35

Secured Self Storage Portfolio

0.5%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

35.1

Security Self Storage - Dearborn

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

35.2

Security Self Storage - Westland

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

36

Hampton Inn - Katy, TX

0.4%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

9

37

Highway Self Storage Portfolio

0.3%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

37.1

Highway Self Storage - McAllen

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

37.2

Highway Self Storage - Pharr

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

38

Walgreens - McAllen, TX

0.2%

Walgreen Company

12/31/2070

14,490

100.0%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

I-10

APPENDIX I - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

4TH LARGEST TENANT INFORMATION

5TH LARGEST TENANT INFORMATION

MORTGAGE LOAN RESERVE INFORMATION

Property Flag

Footnotes

Loan ID

Property Name

% of Initial Pool Balance

4th Largest Tenant

4th Largest Tenant Lease Expiration

4th Largest Tenant NSF

4th Largest Tenant % of NSF

5th Largest Tenant

5th Largest Tenant Lease Expiration

5th Largest Tenant NSF

5th Largest Tenant % of NSF

Upfront Replacement Reserves

Monthly Replacement Reserves

Replacement Reserve Cap

Upfront TI/LC  Reserves

Monthly TI/LC Reserves

TI/LC Reserve Cap

Loan

3

1

Westfield Countryside

11.7%

Victoria’s Secret

1/31/2018

12,411

2.7%

Gap/Gap Body

1/31/2017

11,168

2.4%

$0

$0

$0

$0

$0

$0

Loan

4

2

The Mall at Tuttle Crossing

11.1%

H&M

1/31/2015

11,882

3.1%

Pottery Barn

1/31/2016

10,000

2.6%

$0

$0

NAP

$0

$0

NAP

Loan

7

3

Matrix Corporate Center

9.9%

General Motors

2/28/2018

26,874

2.6%

Odyssey Logistics

2/28/2018

22,661

2.2%

$2,685,000

$35,000

NAP

$5,000,000

$130,851

NAP

Loan

5

4

Southdale Center

6.4%

H&M

1/31/2020

19,374

3.1%

Shoe Dept Encore

7/31/2023

12,246

1.9%

$0

$0

$0

$0

$0

$0

Loan

6

5

Marriott Chicago River North Hotel

6.4%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$0

$100,536

NAP

$0

$0

NAP

Loan

6

Bridgewater Campus

5.1%

Obanta, LLC

2/28/2015

8,760

2.0%

NAP

NAP

NAP

NAP

$0

$18,775

$0

$0

$27,916

$0

Loan

7

Hilton Waterfront Beach Resort

5.0%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$0

$89,196

$0

$0

$0

$0

Loan

8

1600 Lexington Ave. - Rochester, NY

4.7%

Kingsbury Corporation

8/31/2019

166,500

9.5%

Carta USA, LLC

1/31/2014

145,360

8.3%

$700,000

$29,258

NAP

$0

$44,430

$2,665,825

Loan

7

9

Beverly Garland Hotel

3.5%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$12,700,000

$25,101

NAP

$0

$0

NAP

Loan

10

Paddock Club

3.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$1,730,000

$9,167

NAP

$0

$0

NAP

Loan

8, 9

11

ADG Pool 6

3.0%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$0

$5,746

NAP

$0

$0

NAP

Property

11.1

Manor Hill

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.2

Lake Onalaska

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.3

Shorecrest Pointe

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.4

Camelot Acres

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.5

The Maples

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.6

Parkview Terrace

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.7

River View Manor

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.8

Balsam Lake

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.9

Plover Pointe Manor

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.10

Oak Manor

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.11

Oakwood Terrace

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.12

Foxx Glen

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.13

Willow Grove

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.14

Kountry Squire

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.15

Indianhead Manor

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

11.16

Markesan

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

8, 9, 10

12

ADG Pool 4

2.8%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$0

$4,925

NAP

$0

$0

NAP

Property

12.1

Skyview Terrace

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.2

Country Crossing

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.3

Birch Terrace

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.4

Lakeland

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.5

Cardinal Crest

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.6

Meadowview Place

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.7

Harbor Lights

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.8

Park Ridge

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.9

Pioneer Village

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.10

Falls View

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.11

Northview Estates

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.12

Lake Bluff

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

12.13

Forest Glen

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

11, 12

13

University Towers Cooperative

2.3%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$0

$0

$0

$0

$0

$0

Loan

13

14

Wyndham - Virginia Beach

2.1%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$153,264

$31,930

$0

$0

$0

$0

Loan

15

Gateway 1 Office Building

2.0%

S.D.C.Credit Union

4/1/2022

8,037

8.0%

Bank of America

9/18/2015

4,455

4.4%

$0

$1,682

$60,552

$250,000

$12,500

$750,000

Loan

16

Marriott Jacksonville

2.0%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$0

$0

NAP

$0

$0

NAP

Loan

17

Limestone Ranch

1.7%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$822,988

$5,333

NAP

$0

$0

NAP

Loan

18

Hilton Garden Inn Tuscaloosa

1.5%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$0

$15,042

NAP

$0

$0

NAP

Loan

19

Woodbridge Square Medical

1.4%

Jose Lomboy, DDS

3/31/2016

2,681

7.3%

Gary C. Lee. MD

12/31/2017

2,425

6.6%

$0

$611

$0

$0

$6,416

$230,958

Loan

20

Spring Oaks Shopping Center

1.4%

Hollywood Beauty Supply

10/31/2025

5,412

4.3%

East West Bank

3/31/2020

4,780

3.8%

$0

$1,564

NAP

$131,426

$4,000

NAP

Loan

21

Hilton Garden Inn Tampa East

1.1%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$0

$15,266

NAP

$0

$0

NAP

Loan

14

22

Toys R Us/Babies R Us

1.1%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$0

$0

$0

$0

$0

$0

Loan

8, 9

23

ADG Pool 1

1.0%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$0

$2,046

NAP

$0

$0

NAP

Property

23.1

Evergreen Estates

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

23.2

Cloverleaf

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

23.3

Maplewood

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

23.4

Valley View

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

23.5

Shamrock

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

24

Fairfield Inn & Suites - Charleston

0.9%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$0

$8,592

$0

$0

$0

$0

Loan

25

Heathwood Village

0.9%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$0

$7,434

NAP

$0

$0

NAP

Loan

7

26

Hampton Inn - Burlington, NC

0.9%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$0

$8,668

NAP

$0

$0

NAP

Loan

27

Security Self Storage - Royal Palm Beach, Fl

0.9%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$0

$1,155

NAP

$0

$0

NAP

Loan

15

28

ADG Pool 3 (Lannon Estates)

0.8%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$0

$671

NAP

$0

$0

NAP

Loan

7

29

Hawthorn Suites El Paso

0.7%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$0

$12,361

$0

$0

$0

$0

Loan

30

West Fuqua Self Storage

0.7%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$0

$867

$0

$0

$0

$0

Loan

31

Carpinteria Industrial

0.7%

Shorty’s

2/28/2014

5,360

3.1%

Medtastic

3/31/2015

4,350

2.5%

$0

$2,856

NAP

$0

$0

NAP

Loan

7

32

1303 Ocala

0.6%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$0

$4,250

$0

$0

$0

$0

Loan

33

Autumn Sunrise Apartments

0.5%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$28,500

$3,964

NAP

$0

$0

NAP

Loan

8, 9

34

First Trust Portfolio

0.5%

Various

Various

Various

Various

NAP

NAP

NAP

NAP

$0

$185

NAP

$0

$1,415

NAP

Property

34.1

San Marcos Square

Approved Money Center

2/28/2018

1,750

21.2%

NAP

NAP

NAP

NAP

Property

34.2

Fiftieth Avenue Shops

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

9

35

Secured Self Storage Portfolio

0.5%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$0

$0

NAP

$0

$0

NAP

Property

35.1

Security Self Storage - Dearborn

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

35.2

Security Self Storage - Westland

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

36

Hampton Inn - Katy, TX

0.4%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$275,000

$0

$275,000

$0

$0

NAP

Loan

9

37

Highway Self Storage Portfolio

0.3%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$0

$1,621

NAP

$0

$0

NAP

Property

37.1

Highway Self Storage - McAllen

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Property

37.2

Highway Self Storage - Pharr

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

Loan

38

Walgreens - McAllen, TX

0.2%

NAP

NAP

NAP

NAP

NAP

NAP

NAP

NAP

$0

$0

NAP

$0

$0

NAP

I-11

APPENDIX I - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS
													THIRD PARTY REPORTS
Property Flag	Footnotes	Loan ID	Property Name	% of Initial Pool Balance	Upfront Tax  Reserves	Monthly Tax  Reserves	Upfront Insurance Reserves	Monthly Insurance Reserves	Upfront Deferred Maint. Reserve	Initial Other Reserves	Ongoing Other Reserves	Other Reserves Description	Environmental Phase I Report Date	Environmental Phase II Report Date	Engineering Report Date	Seismic Zone (Y/N)
Loan	3	1	Westfield Countryside	11.7%	$0	$0	$0	$0	$0	$0	$0	NAP	4/18/2013	NAP	4/18/2013	No
Loan	4	2	The Mall at Tuttle Crossing	11.1%	$0	$0	$0	$0	$0	$0	$0	NAP	4/18/2013	NAP	4/18/2013	No
Loan	7	3	Matrix Corporate Center	9.9%	$222,993	$111,497	$0	$0	$198,214	$3,675,000	$0	Praxair TI/LC ($2.1M)/ Leasing Holdback ($1.5M)/ Environmental ($75k)	7/8/2013	NAP	7/2/2013	No
Loan	5	4	Southdale Center	6.4%	$0	$0	$0	$0	$0	$0	$0	NAP	3/4/2013	NAP	3/4/2013	No
Loan	6	5	Marriott Chicago River North Hotel	6.4%	$163,834	$163,834	$0	$0	$0	$1,610,000	$3,750	Seasonaility Reserve ($1.610M) / Ground Lease Reserve (monthly)	5/16/2013	NAP	5/15/2013	No
Loan		6	Bridgewater Campus	5.1%	$131,075	$43,692	$109,511	$8,590	$0	$222,738	$0	Environmental Reserve	6/6/2013	NAP	4/17/2013	No
Loan		7	Hilton Waterfront Beach Resort	5.0%	$195,479	$48,870	$88,611	$29,537	$0	$49,374	$37,639	Ground Rent	6/17/2013	NAP	6/20/2013	Yes - 4
Loan		8	1600 Lexington Ave. - Rochester, NY	4.7%	$401,347	$46,340	$0	$0	$37,500	$0	$0	NAP	4/10/2013	NAP	4/4/2013	No
Loan	7	9	Beverly Garland Hotel	3.5%	$96,128	$16,021	$0	$0	$0	$0	$0	Ground Lease Reserve	6/10/2013	NAP	6/10/2013	Yes - 4
Loan		10	Paddock Club	3.2%	$226,116	$45,223	$0	$0	$39,325	$0	$0	NAP	5/20/2013	NAP	6/3/2013	No
Loan	8, 9	11	ADG Pool 6	3.0%	$29,924	$29,924	$0	$0	$283,744	$0	$0	NAP	Various	NAP	5/8/2013	No
Property		11.1	Manor Hill										5/8/2013	NAP	5/8/2013	No
Property		11.2	Lake Onalaska										5/8/2013	NAP	5/8/2013	No
Property		11.3	Shorecrest Pointe										5/8/2013	NAP	5/8/2013	No
Property		11.4	Camelot Acres										5/23/2013	NAP	5/8/2013	No
Property		11.5	The Maples										5/8/2013	NAP	5/8/2013	No
Property		11.6	Parkview Terrace										5/8/2013	NAP	5/8/2013	No
Property		11.7	River View Manor										5/8/2013	NAP	5/8/2013	No
Property		11.8	Balsam Lake										5/8/2013	NAP	5/8/2013	No
Property		11.9	Plover Pointe Manor										5/8/2013	NAP	5/8/2013	No
Property		11.10	Oak Manor										5/8/2013	NAP	5/8/2013	No
Property		11.11	Oakwood Terrace										5/8/2013	NAP	5/8/2013	No
Property		11.12	Foxx Glen										5/8/2013	NAP	5/8/2013	No
Property		11.13	Willow Grove										5/8/2013	NAP	5/8/2013	No
Property		11.14	Kountry Squire										5/8/2013	NAP	5/8/2013	No
Property		11.15	Indianhead Manor										5/24/2013	NAP	5/8/2013	No
Property		11.16	Markesan										5/8/2013	NAP	5/8/2013	No
Loan	8, 9, 10	12	ADG Pool 4	2.8%	$50,818	$25,409	$0	$0	$220,517	$10,000	$0	Environmental Reserve	Various	NAP	5/8/2013	No
Property		12.1	Skyview Terrace										5/8/2013	NAP	5/8/2013	No
Property		12.2	Country Crossing										5/8/2013	NAP	5/8/2013	No
Property		12.3	Birch Terrace										5/23/2013	NAP	5/8/2013	No
Property		12.4	Lakeland										5/23/2013	NAP	5/8/2013	No
Property		12.5	Cardinal Crest										5/8/2013	NAP	5/8/2013	No
Property		12.6	Meadowview Place										5/8/2013	NAP	5/8/2013	No
Property		12.7	Harbor Lights										5/8/2013	NAP	5/8/2013	No
Property		12.8	Park Ridge										5/23/2013	NAP	5/8/2013	No
Property		12.9	Pioneer Village										5/8/2013	NAP	5/8/2013	No
Property		12.10	Falls View										5/8/2013	NAP	5/8/2013	No
Property		12.11	Northview Estates										5/8/2013	NAP	5/8/2013	No
Property		12.12	Lake Bluff										5/8/2013	NAP	5/8/2013	No
Property		12.13	Forest Glen										5/24/2013	NAP	5/8/2013	No
Loan	11, 12	13	University Towers Cooperative	2.3%	$0	$95,051	$16,283	$16,283	$0	$0	$0	NAP	6/17/2013	NAP	6/7/2013	No
Loan	13	14	Wyndham - Virginia Beach	2.1%	$92,650	$19,302	$85,669	$17,848	$21,600	$1,238,524	$45,587	Capital Improvement Escrow; Seasonality Reserve	5/10/2013	NAP	5/10/2013	No
Loan		15	Gateway 1 Office Building	2.0%	$112,176	$22,435	$4,568	$2,284	$0	$0	$0	NAP	5/6/2013	NAP	5/6/2013	Yes - 4
Loan		16	Marriott Jacksonville	2.0%	$263,445	$29,272	$0	$0	$204,501	$3,044,732	$0	Ground Lease Reserve	5/23/2013	NAP	5/23/2013	No
Loan		17	Limestone Ranch	1.7%	$284,398	$40,628	$0	$0	$22,000	$0	$0	NAP	5/20/2013	NAP	6/5/2013	No
Loan		18	Hilton Garden Inn Tuscaloosa	1.5%	$50,175	$6,272	$0	$0	$75,000	$0	$0	PIP Reserve	4/26/2013	NAP	4/26/2013	No
Loan		19	Woodbridge Square Medical	1.4%	$31,549	$6,310	$5,258	$584	$13,239	$0	$0	NAP	6/7/2013	NAP	6/7/2013	Yes - 4
Loan		20	Spring Oaks Shopping Center	1.4%	$30,496	$7,624	$0	$0	$0	$0	$0	NAP	5/8/2013	5/21/2013	4/10/2013	No
Loan		21	Hilton Garden Inn Tampa East	1.1%	$183,831	$16,712	$0	$0	$0	$0	$0	NAP	2/1/2013	NAP	2/28/2013	No
Loan	14	22	Toys R Us/Babies R Us	1.1%	$18,169	$3,028	$47,326	$5,258		$0	$0	NAP	4/16/2013	NAP	4/16/2013	No
Loan	8, 9	23	ADG Pool 1	1.0%	$19,082	$6,361	$0	$0	$236,785	$0	$0	NAP	5/8/2013	NAP	5/8/2013	No
Property		23.1	Evergreen Estates										5/8/2013	NAP	5/8/2013	No
Property		23.2	Cloverleaf										5/8/2013	NAP	5/8/2013	No
Property		23.3	Maplewood										5/8/2013	NAP	5/8/2013	No
Property		23.4	Valley View										5/8/2013	NAP	5/8/2013	No
Property		23.5	Shamrock										5/8/2013	NAP	5/8/2013	No
Loan		24	Fairfield Inn & Suites - Charleston	0.9%	$59,179	$7,397	$23,910	$5,978		$600,000	$0	Debt Yield Reserve	6/28/2013	NAP	6/28/2013	No
Loan		25	Heathwood Village	0.9%	$0	$14,504	$32,894	$6,579	$98,719	$10	$0	Pool Lease Reserve	5/30/2013	NAP	5/30/2013	No
Loan	7	26	Hampton Inn - Burlington, NC	0.9%	$22,901	$2,545	$0	$0	$0	$62,500	$0	PIP Reserve	6/12/2013	NAP	6/13/2013	No
Loan		27	Security Self Storage - Royal Palm Beach, Fl	0.9%	$101,878	$11,320	$21,805	$3,634	$0	$0	$0	NAP	4/3/2013	NAP	4/26/2013	No
Loan	15	28	ADG Pool 3 (Lannon Estates)	0.8%	$5,133	$5,133	$0	$0	$9,919	$0	$0	NAP	5/10/2013	NAP	5/8/2013	No
Loan	7	29	Hawthorn Suites El Paso	0.7%	$177,297	$25,328	$0	$0	$0	$0	$0	NAP	4/26/2013	NAP	4/25/2013	No
Loan		30	West Fuqua Self Storage	0.7%	$102,667	$12,833	$3,476	$1,738		$0	$0	NAP	7/1/2013	NAP	7/2/2013	No
Loan		31	Carpinteria Industrial	0.7%	$75,711	$13,018	$0	$0	$436,000	$0	$0	NAP	2/28/2013	NAP	6/20/2013	Yes - 4
Loan	7	32	1303 Ocala	0.6%	$53,880	$8,980	$0	$0	$65,938	$350,000	$0	Occupancy Reserve	3/20/2013	NAP	3/20/2013	No
Loan		33	Autumn Sunrise Apartments	0.5%	$28,469	$4,067	$0	$0	$48,875	$0	$0	NAP	5/9/2013	NAP	5/9/2013	No
Loan	8, 9	34	First Trust Portfolio	0.5%	$12,625	$3,284	$2,446	$1,123	$0	$0	$0	NAP	5/22/2013	NAP	5/22/2013	No
Property		34.1	San Marcos Square										5/22/2013	NAP	5/22/2013	No
Property		34.2	Fiftieth Avenue Shops										5/22/2013	NAP	5/22/2013	No
Loan	9	35	Secured Self Storage Portfolio	0.5%	$0	$12,785	$0	$0	$0	$0	$0	NAP	5/20/2013	NAP	5/16/2013	No
Property		35.1	Security Self Storage - Dearborn										5/20/2013	NAP	5/16/2013	No
Property		35.2	Security Self Storage - Westland										5/20/2013	NAP	5/16/2013	No
Loan		36	Hampton Inn - Katy, TX	0.4%	$83,907	$10,488	$8,814	$2,203	$0	$0	$0	PIP Reserve	4/26/2013	NAP	4/29/2013	No
Loan	9	37	Highway Self Storage Portfolio	0.3%	$45,738	$6,534	$0	$0	$0	$0	$0	NAP	5/15/2013	NAP	5/15/2013	No
Property		37.1	Highway Self Storage - McAllen										5/15/2013	NAP	5/15/2013	No
Property		37.2	Highway Self Storage - Pharr										5/15/2013	NAP	5/15/2013	No
Loan		38	Walgreens - McAllen, TX	0.2%	$0	$0	$0	$0	$0	$0	$0	NAP	3/19/2013	NAP	3/19/2013	No

I-12

APPENDIX I - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

TOTAL MORTGAGE DEBT INFORMATION

TOTAL DEBT INFORMATION

Property Flag

Footnotes

Loan ID

Property Name

% of Initial Pool Balance

Seismic Report Date

PML %

Cut-off Date Pari Passu Mortgage Debt Balance

Cut-off Date Subord. Mortgage Debt Balance

Total Mortgage Debt Cut-off Date LTV Ratio

Total Mortgage Debt UW NCF DSCR

Total Mortgage Debt UW NOI Debt Yield

Cut-off Date Mezzanine Debt Balance

Total Debt Cut-off Date LTV Ratio

Total Debt UW NCF DSCR

Total Debt UW NOI Debt Yield

Loan

3

1

Westfield Countryside

11.7%

NAP

NAP

$55,000,000

57.4%

1.66x

10.1%

59.4%

1.66x

10.1%

Loan

4

2

The Mall at Tuttle Crossing

11.1%

NAP

NAP

$30,000,000

52.1%

2.34x

13.3%

52.1%

2.34x

13.3%

Loan

7

3

Matrix Corporate Center

9.9%

NAP

NAP

Loan

5

4

Southdale Center

6.4%

NAP

NAP

$100,000,000

61.8%

1.52x

9.1%

61.8%

1.52x

9.1%

Loan

6

5

Marriott Chicago River North Hotel

6.4%

NAP

NAP

$65,000,000

62.8%

1.50x

11.8%

62.8%

1.50x

11.8%

Loan

6

Bridgewater Campus

5.1%

NAP

NAP

Loan

7

Hilton Waterfront Beach Resort

5.0%

6/17/2013

12.00%

Loan

8

1600 Lexington Ave. - Rochester, NY

4.7%

NAP

NAP

Loan

7

9

Beverly Garland Hotel

3.5%

6/10/2013

19.00%

Loan

10

Paddock Club

3.2%

NAP

NAP

Loan

8, 9

11

ADG Pool 6

3.0%

NAP

NAP

Property

11.1

Manor Hill

NAP

NAP

Property

11.2

Lake Onalaska

NAP

NAP

Property

11.3

Shorecrest Pointe

NAP

NAP

Property

11.4

Camelot Acres

NAP

NAP

Property

11.5

The Maples

NAP

NAP

Property

11.6

Parkview Terrace

NAP

NAP

Property

11.7

River View Manor

NAP

NAP

Property

11.8

Balsam Lake

NAP

NAP

Property

11.9

Plover Pointe Manor

NAP

NAP

Property

11.10

Oak Manor

NAP

NAP

Property

11.11

Oakwood Terrace

NAP

NAP

Property

11.12

Foxx Glen

NAP

NAP

Property

11.13

Willow Grove

NAP

NAP

Property

11.14

Kountry Squire

NAP

NAP

Property

11.15

Indianhead Manor

NAP

NAP

Property

11.16

Markesan

NAP

NAP

Loan

8, 9, 10

12

ADG Pool 4

2.8%

NAP

NAP

Property

12.1

Skyview Terrace

NAP

NAP

Property

12.2

Country Crossing

NAP

NAP

Property

12.3

Birch Terrace

NAP

NAP

Property

12.4

Lakeland

NAP

NAP

Property

12.5

Cardinal Crest

NAP

NAP

Property

12.6

Meadowview Place

NAP

NAP

Property

12.7

Harbor Lights

NAP

NAP

Property

12.8

Park Ridge

NAP

NAP

Property

12.9

Pioneer Village

NAP

NAP

Property

12.10

Falls View

NAP

NAP

Property

12.11

Northview Estates

NAP

NAP

Property

12.12

Lake Bluff

NAP

NAP

Property

12.13

Forest Glen

NAP

NAP

Loan

11, 12

13

University Towers Cooperative

2.3%

NAP

NAP

Loan

13

14

Wyndham - Virginia Beach

2.1%

NAP

NAP

Loan

15

Gateway 1 Office Building

2.0%

5/6/2013

6.00%

Loan

16

Marriott Jacksonville

2.0%

NAP

NAP

Loan

17

Limestone Ranch

1.7%

NAP

NAP

Loan

18

Hilton Garden Inn Tuscaloosa

1.5%

NAP

NAP

Loan

19

Woodbridge Square Medical

1.4%

6/7/2013

5.00%

Loan

20

Spring Oaks Shopping Center

1.4%

NAP

NAP

Loan

21

Hilton Garden Inn Tampa East

1.1%

NAP

NAP

Loan

14

22

Toys R Us/Babies R Us

1.1%

NAP

NAP

��

Loan

8, 9

23

ADG Pool 1

1.0%

NAP

NAP

Property

23.1

Evergreen Estates

NAP

NAP

Property

23.2

Cloverleaf

NAP

NAP

Property

23.3

Maplewood

NAP

NAP

Property

23.4

Valley View

NAP

NAP

Property

23.5

Shamrock

NAP

NAP

Loan

24

Fairfield Inn & Suites - Charleston

0.9%

NAP

NAP

Loan

25

Heathwood Village

0.9%

NAP

NAP

Loan

7

26

Hampton Inn - Burlington, NC

0.9%

NAP

NAP

Loan

27

Security Self Storage - Royal Palm Beach, Fl

0.9%

NAP

NAP

Loan

15

28

ADG Pool 3 (Lannon Estates)

0.8%

NAP

NAP

Loan

7

29

Hawthorn Suites El Paso

0.7%

NAP

NAP

Loan

30

West Fuqua Self Storage

0.7%

NAP

NAP

Loan

31

Carpinteria Industrial

0.7%

6/13/2013

18.00%

Loan

7

32

1303 Ocala

0.6%

NAP

NAP

Loan

33

Autumn Sunrise Apartments

0.5%

NAP

NAP

Loan

8, 9

34

First Trust Portfolio

0.5%

NAP

NAP

Property

34.1

San Marcos Square

NAP

NAP

Property

34.2

Fiftieth Avenue Shops

NAP

NAP

Loan

9

35

Secured Self Storage Portfolio

0.5%

NAP

NAP

Property

35.1

Security Self Storage - Dearborn

NAP

NAP

Property

35.2

Security Self Storage - Westland

NAP

NAP

Loan

36

Hampton Inn - Katy, TX

0.4%

NAP

NAP

Loan

9

37

Highway Self Storage Portfolio

0.3%

NAP

NAP

Property

37.1

Highway Self Storage - McAllen

NAP

NAP

Property

37.2

Highway Self Storage - Pharr

NAP

NAP

Loan

38

Walgreens - McAllen, TX

0.2%

NAP

NAP

I-13

MSBAM 2013-C11

FOOTNOTES TO APPENDIX I

(1)	BANA—Bank of America, National Association; MSMCH—Morgan Stanley Mortgage Capital Holdings LLC; CIBC—CIBC Inc.
(2)	The Administrative Fee Rate includes the Master Servicing Fee Rate, Primary Servicing Fee Rate, Trustee Fee Rate,  Trust Advisor Fee Rate and CREFC® license fee rate.
(3)	With respect to Mortgage Loan No. 1, Westfield Countryside, the Mortgage Loan is part of a $155,000,000 pari passu loan pair that is evidenced by ten promissory notes each dated May 30, 2013 and bearing the same rate of interest, as follows:  (1) Promissory Note A-1-1, Promissory Note A-2-1, Promissory Note A-3-1, Promissory Note B-1-1 and Promissory Note B-2-1 (such promissory notes referred to in this clause (1), collectively, the “Westfield Countryside Mortgage Loan”); and (2) Promissory Note A-1-2, Promissory Note A-2-2, Promissory Note A-3-2, Promissory Note B-1-2 and Promissory Note B-2-2 (such promissory notes referred to in this clause (2), collectively, the “Westfield Countryside Serviced Companion Loan” and, together with the Westfield Countryside Mortgage Loan, the “Westfield Countryside Loan Pair”).  The Westfield Countryside Mortgage Loan has an aggregate outstanding principal balance as of the Cut-off Date of $100,000,000, and the Westfield Countryside Serviced Companion Loan has an outstanding principal balance as of the Cut-off Date of $55,000,000.  Unless otherwise indicated, all LTV, DSCR, Debt Yield and Cut-off Date Balance PSF/Unit calculations include the related pari passu serviced companion loan. See “Description of the Mortgage Pool—The A/B Whole Loans and the Loan Pairs—The Westfield Countryside Loan Pair” in the free writing prospectus.
(4)	With respect to Mortgage Loan No. 2, The Mall at Tuttle Crossing, the Mortgage Loan is part of a $125,000,000 pari passu loan combination that is evidenced by two pari passu promissory notes. The Mortgage Loan is evidenced by one such pari passu note (Note A-2) with an outstanding principal balance as of the Cut-off Date of $95,000,000. The pari passu note not included in the Issuing Entity (Note A-1) evidences the related companion loan, which has an outstanding balance as of the Cut-off Date of $30,000,000 and has been contributed to the MSBAM 2013-C10 transaction. Unless otherwise indicated, all LTV, DSCR, Debt Yield and Cut-off Date Balance PSF/Unit calculations include the related pari passu companion loan. See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs—The Mall at Tuttle Crossing Loan Pair” of this free writing prospectus.
(5)	With respect to Mortgage Loan No. 4, Southdale Center, the mortgage loan is part of a $155,000,000 pari passu non-serviced loan combination that is evidenced by two pari passu promissory notes. The Southdale Center Mortgage Loan is evidenced by one such pari passu note (Note A-2) with an outstanding principal balance as of the Cut-off Date of $55,000,000. The pari passu note not included in the Issuing Entity (Note A-1) evidences the related non-serviced companion loan, which has an outstanding balance as of the Cut-Off Date of $100,000,000. Unless otherwise indicated, all LTV, DSCR, Debt Yield and Cut-off Date Balance PSF/Unit calculations include the related non-serviced companion loan. See “Description of the Mortgage Pool—The Non-Serviced Loan Combinations—The Southdale Center Non-Serviced Loan Combination” in the free writing prospectus.
(6)	With respect to Mortgage Loan No. 5, Marriott Chicago River North Hotel, the Mortgage Loan is part of a $120,000,000 pari passu loan combination that is evidenced by two pari passu promissory notes. The Mortgage Loan is evidenced by one such pari passu note (Note A-1) with an outstanding principal balance as of the Cut-off Date of $55,000,000. The pari passu note not included in the Issuing Entity (Note A-2) evidences the related companion loan, which has an outstanding balance as of the Cut-off Date of $65,000,000. Unless otherwise indicated, all LTV, DSCR, Debt Yield and Cut-off Date Balance PSF/Unit calculations include the related pari passu companion loan. See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs—Marriott Chicago River North Hotel Loan Pair” of this free writing prospectus.
(7)	With respect to Mortgage Loan Nos. 3, 9, 26, 29 and 32, Matrix Corporate Center, Beverly Garland Hotel, Hampton Inn-Burlington, NC, Hawthorn Suites El Paso and 1303 Ocala, the related Mortgage Loan documents permit future mezzanine financing generally subject to compliance with certain combined LTV and/or DSCR tests and/or Debt Yield tests.
(8)	With respect to Mortgage Loan Nos. 11, 12, 23 and 34, ADG Pool 6, ADG Pool 4, ADG Pool 1 and First Trust Portfolio, the related Mortgage Loan documents permit a partial collateral release subject to, among other conditions, DSCR tests and/or Debt Yield tests, with partial defeasance or prepayment of the Mortgage Loan.

I-14

MSBAM 2013-C11

FOOTNOTES TO APPENDIX I

(9)	With respect to Mortgage Loan Nos. 11, 12, 23, 34, 35 and 37, ADG Pool 6, ADG Pool 4, ADG Pool 1, First Trust Portfolio, Secured Self Storage Portfolio and Highway Self Storage Portfolio, each Mortgage Loan is secured by multiple Mortgaged Properties. For the purpose of the statistical information set forth in this free writing prospectus as to such Mortgage Loans, a portion of the aggregate Cut-off Date Balance has been allocated to each related Mortgaged Property based on the respective Appraised Values, release amounts or allocated loan amounts, as applicable.
(10)	With respect to Mortgage Loan No. 12, ADG Pool 4, the related borrower is an obligor with respect to additional debt in the amount of $1,100,000, however, such debt is unsecured, the related guarantor has assumed such debt and there is a recourse carveout with respect to such debt in the related Mortgage Loan agreement.
(11)	With respect to Mortgage Loan No 13, University Towers Cooperative is a cooperatively owned residential property. The underwriting shown is an estimate of cash flow assuming market rental rates applied to each apartment type and estimated apartment rental expenses.
(12)	With respect to Mortgage Loan No. 13, University Towers Cooperative, the related Mortgage Loan documents permit additional financing (including a revolving or term line of credit) secured by the Mortgaged Property provided that, among other conditions, compliance with a combined LTV that does not exceed 35%.
(13)	With respect to Mortgage Loan No. 14, Wyndham-Virginia Beach, unsecured financing in the current amount of $666,665 is in place.  Mariner Associates, L.P. and Page Johnson, Mark Garcea and David Pender as co-makers executed a note in the sum of $1,000,000.  In return Wyndham Hotels and Resorts, LLC lent Mariner Associates, L.P. $1,000,000.  The loan bears no interest unless the makers defaults under the related franchise agreement.  Each year, one day prior to the anniversary date of the hotel opening as a Wyndham,  1/15 of the principal amount of the loan is completely forgiven.  If there is a default and the loan is accelerated, the principal must be repaid within ten (10) days and thereafter will bear interest at the lesser of 18% or the highest legal rate.
(14)	With respect to Mortgage Loan No. 22, Toys R Us/Babies R Us, the related Mortgage Loan documents required the related borrower to deliver, as of the date of the Mortgage Loan documents, a letter of credit in the amount of $201,276.00, which amount is equal to the amount of the Replacement Reserve Cap plus the amount of the TI/LC Reserve Cap, in lieu of making monthly payments to the Replacement Reserve and the TI/LC Reserve.
(15)	With respect to Mortgage Loan No. 28, ADG Pool 3, the related borrower is an obligor with respect to additional debt in the amount of $2,363,150, however, such debt is unsecured, the related guarantor has assumed such debt and there is a recourse carveout with respect to such debt in the related Mortgage Loan agreement.

I-15

MSBAM 2013-C11

FOOTNOTES TO APPENDIX I

A	“Yield Maintenance” means a prepayment premium in an amount equal to the greater of (i) 1% of the portion of the Loan being prepaid, and (ii) the positive difference between (a) the present value as of the Prepayment Calculation Date discounted at the Reinvestment Yield of all then-scheduled payments of principal and interest under this Note (or if the Loan is being partially prepaid, then all such payments multiplied by the percentage of the Loan that is being prepaid) assuming that all scheduled payments are made timely and that the remaining outstanding principal and interest on the Loan is paid at the end of the Lockout Period minus (b) the portion of the Loan being prepaid.  As used herein, “Reinvestment Yield” means the yield calculated 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” and the sub-heading “Treasury constant maturities” for the week ending prior to the Prepayment Calculation Date, of the U.S. Treasury constant maturities with maturity dates (one longer and one equal to or shorter) most nearly approximating the date on which the Lockout Period ends, and converted to a monthly compounded nominal yield.  In the event Release H.15 is no longer published, Lender shall select a comparable publication to determine the Reinvestment Yield.  The “Prepayment Calculation Date” shall mean, as applicable, the date on which (i) Lender applies any prepayment to the reduction of the outstanding principal amount of this Note (except scheduled amortization), (ii) Lender accelerates the Loan, in the case of a prepayment resulting from acceleration, or (iii) Lender applies funds held under any Reserve Account, in the case of a prepayment resulting from such an application (other than in connection with acceleration of the Loan).
B	“Yield Maintenance” means a prepayment premium in an amount equal to the greater of (i) 1% of the portion of the Loan being prepaid, and (ii) the present value as of the Prepayment Calculation Date of a series of monthly payments over the remaining term of the Loan each equal to the amount of interest which would be due on the portion of the Loan being prepaid assuming a per annum interest rate equal to the excess of the Note Rate over the Reinvestment Yield, and discounted at the Reinvestment Yield. As used herein, “Reinvestment Yield” means the yield calculated 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” and the sub-heading “Treasury constant maturities” for the week ending prior to the Prepayment Calculation Date, of the U.S. Treasury constant maturities with maturity dates (one longer and one equal to or shorter) most nearly approximating the Maturity Date, and converted to a monthly compounded nominal yield. In the event Release H.15 is no longer published, Lender shall select a comparable publication to determine the Reinvestment Yield. The “Prepayment Calculation Date” shall mean, as applicable, the date on which (i) Lender applies any prepayment to the reduction of the outstanding principal amount of this Note, (ii) Lender accelerates the Loan, in the case of a prepayment resulting from acceleration, or (iii) Lender applies funds held under any Reserve Account, in the case of a prepayment resulting from such an application (other than in connection with acceleration of the Loan).
C	“Yield Maintenance Premium” shall mean an amount equal to the greater of: (x) one percent (1%) of the principal amount of this Note being prepaid or (y) the present value as of the Prepayment Date (defined below) of the Calculated Payments (defined below) from the Prepayment Date through the Maturity Date determined by discounting such payments at the Discount Rate (defined below). As used in this definition, the term “Prepayment Date” shall mean the date on which prepayment is made. As used in this definition, the term “Calculated Payments” shall mean the monthly payments of interest only which would be due based on the principal amount of this Note being prepaid on the Prepayment Date and assuming an interest rate per annum equal to the difference (if such difference is greater than zero) between (1) the Applicable Interest Rate and (2) the Yield Maintenance Treasury Rate (defined below). As used in this definition, the term “Discount Rate” shall mean the rate which, when compounded monthly, is equivalent to the Yield Maintenance Treasury Rate, when compounded semiannually. As used in this definition, the term “Yield Maintenance Treasury Rate” shall mean the yield calculated by 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 Prepayment Date, of U.S. Treasury Constant Maturities with maturity dates (one longer or one shorter) most nearly approximating the Maturity Date. In the event Release H.15 is no longer published, Lender shall select a comparable publication to determine the Yield Maintenance Treasury Rate. In no event, however, shall Lender be required to reinvest any prepayment proceeds in U.S. Treasury obligations or otherwise.

I-16

MSBAM 2013-C11

FOOTNOTES TO APPENDIX I

D	“Yield Maintenance” means a prepayment premium in an amount equal to the greater of (i) 1% of the portion of the Loan being prepaid, and (ii) the present value as of the Prepayment Calculation Date of a series of monthly payments over the remaining term of the Loan each equal to the amount of interest which would be due on the portion of the Loan being prepaid assuming a per annum interest rate equal to the excess of the Note Rate over the Reinvestment Yield, and discounted at the Reinvestment Yield. As used herein, “Reinvestment Yield” means the yield calculated 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” and the sub-heading “Treasury constant maturities” for the week ending prior to the Prepayment Calculation Date, of the U.S. Treasury constant maturities with maturity dates (one longer and one equal to or shorter) most nearly approximating the Maturity Date, and converted to a monthly compounded nominal yield. In the event Release H.15 is no longer published, Lender shall select a comparable publication to determine the Reinvestment Yield. The “Prepayment Calculation Date” shall mean, as applicable, the date on which (i) Lender applies any prepayment to the reduction of the outstanding principal amount of this Note, (ii) Lender accelerates the Loan, in the case of a prepayment resulting from acceleration, or (iii) Lender applies funds held under any Reserve Account, in the case of a prepayment resulting from such an application (other than in connection with acceleration of the Loan).
E	“Yield Maintenance” means a prepayment premium in an amount equal to the greater of (i) 1% of the portion of the Loan being prepaid, and (ii) the present value as of the Prepayment Calculation Date of a series of monthly payments over the remaining term of the Loan each equal to the amount of interest which would be due on the portionof the Loan being prepaid assuming a per annum interest rate equal to the excess of the Note Rate over the Reinvestment Yield, and discounted at the Reinvestment Yield. As used herein, “Reinvestment Yield” means the yield calculated 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” and the sub-heading “Treasury constant maturities” for the week ending prior to the Prepayment Calculation Date, of the U.S. Treasury constant maturities with maturity dates (one longer and one equal to or shorter) most nearly approximating the Maturity Date, and converted to a monthly compounded nominal yield.  In the event Release H.15 is no longer published, Lender shall select a comparable publication to determine the Reinvestment Yield.  The “Prepayment Calculation Date” shall mean, as applicable, the date on which (i) Lender applies any prepayment to the reduction of the outstanding principal amount of this Note, (ii) Lender accelerates the Loan, in the case of a prepayment resulting from acceleration, or (iii) Lender applies funds held under any Reserve Account, in the case of a prepayment resulting from such an application (other than in connection with acceleration of the Loan).
F	“Yield Maintenance” shall mean an amount equal to the greater of (i) one percent (1%) of the principal amount of the Loan being prepaid, and (ii) the present value as of the Prepayment Calculation Date of a series of monthly payments over the remaining term of the Loan through and including the Maturity Date each equal to the amount of interest which would be due on the principal amount of the Loan being prepaid assuming a per annum interest rate equal to the excess of the Interest Rate over the Reinvestment Yield, and discounted at the Reinvestment Yield. As used herein, “Reinvestment Yield” means the yield calculated 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” and the sub-heading “Treasury constant maturities” for the week ending prior to the Prepayment Calculation Date, of the U.S. Treasury constant maturities with maturity dates (one longer and one equal to or shorter) most nearly approximating the Maturity Date, and converted to a monthly compounded nominal yield.  In the event Release H.15 is no longer published, Lender shall select a comparable publication to determine the Reinvestment Yield.  The “Prepayment Calculation Date” shall mean, as applicable, the Payment Date on which Lender applies any prepayment to the reduction of the outstanding principal amount of the Note. Lender’s calculation of Yield Maintenance shall be conclusive and binding absent manifest error.

I-17

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APPENDIX II

MORTGAGE POOL INFORMATION (TABLES)

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Appendix II

Mortgage Pool Information

Mortgage Loan Sellers
			Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
		Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of	Cut-off Date	Cut-off Date	Mortgage	Remaining	UW NCF	UW NOI	Cut-off Date	Maturity Date
Loan Seller	Mtg. Loans	Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
Bank of America, National Association	25	$513,615,464	60.0%	4.510%	107	1.74x	12.0%	65.0%	54.4%
Morgan Stanley Mortgage Capital Holdings LLC	9	$276,111,283	32.2%	4.244%	108	2.02x	13.3%	56.6%	49.5%
CIBC Inc.	4	$66,600,000	7.8%	4.783%	119	1.44x	10.1%	68.8%	58.3%
Total:	38	$856,326,747	100.0%	4.446%	108	1.81x	12.3%	62.6%	53.1%
Cut-off Date Balances
			Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
		Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of	Cut-off Date	Cut-off Date	Mortgage	Remaining	UW NCF	UW NOI	Cut-off Date	Maturity Date
Cut-off Date Balance ($)	Mtg. Loans	Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
1,896,888 - 10,000,000	18	$108,696,762	12.7%	4.798%	107	1.70x	12.1%	66.8%	54.8%
10,000,001 - 20,000,000	8	$124,749,573	14.6%	4.511%	119	2.54x	17.4%	58.9%	47.7%
20,000,001 - 30,000,000	4	$106,726,310	12.5%	4.636%	119	1.54x	10.4%	70.5%	59.1%
40,000,001 - 50,000,000	3	$126,154,101	14.7%	4.827%	99	1.47x	11.3%	64.9%	56.2%
50,000,001 - 60,000,000	2	$110,000,000	12.8%	4.522%	118	1.51x	10.5%	62.3%	49.7%
80,000,001 - 90,000,000	1	$85,000,000	9.9%	4.610%	60	1.69x	12.5%	67.5%	61.9%
90,000,001 - 100,000,000	2	$195,000,000	22.8%	3.742%	118	1.99x	11.6%	54.8%	48.5%
Total:	38	$856,326,747	100.0%	4.446%	108	1.81x	12.3%	62.6%	53.1%
Minimum:	$1,896,888
Maximum:	$100,000,000
Weighted Average:	$22,534,914

II-1

Appendix II

Mortgage Pool Information

States
			Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
		Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of	Cut-off Date	Cut-off Date	Mortgage	Remaining	UW NCF	UW NOI	Cut-off Date	Maturity Date
State	Mtg. Properties	Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
Florida	7	$176,303,790	20.6%	4.204%	113	1.62x	10.5%	62.7%	55.8%
California	5	$108,169,490	12.6%	5.109%	96	1.60x	12.4%	58.1%	50.7%
Ohio	2	$102,721,611	12.0%	3.665%	117	2.30x	13.3%	53.4%	45.6%
Connecticut	1	$85,000,000	9.9%	4.610%	60	1.69x	12.5%	67.5%	61.9%
Minnesota	6	$63,339,839	7.4%	3.918%	116	1.52x	9.2%	62.9%	52.6%
New York	2	$60,106,816	7.0%	4.199%	119	3.49x	23.3%	53.7%	43.3%
Illinois	1	$55,000,000	6.4%	5.200%	120	1.50x	11.8%	62.8%	47.5%
Wisconsin	28	$53,756,508	6.3%	4.407%	119	1.54x	9.5%	74.7%	60.4%
New Jersey	1	$43,500,000	5.1%	4.550%	119	1.42x	9.9%	68.5%	58.7%
Texas	9	$41,766,589	4.9%	4.868%	119	1.48x	11.0%	70.9%	57.3%
Virginia	1	$17,579,905	2.1%	4.690%	119	1.79x	13.3%	68.1%	55.6%
Alabama	1	$13,180,493	1.5%	4.890%	119	1.67x	14.7%	64.8%	41.0%
Nevada	1	$11,985,343	1.4%	4.390%	119	1.59x	10.4%	63.9%	51.7%
South Carolina	1	$8,100,000	0.9%	5.300%	120	1.51x	11.3%	66.9%	55.7%
North Carolina	1	$7,500,000	0.9%	4.870%	60	1.99x	14.0%	69.4%	64.0%
Michigan	4	$6,531,915	0.8%	4.810%	120	1.88x	13.5%	63.3%	49.2%
Colorado	1	$1,784,447	0.2%	5.410%	119	1.35x	10.4%	64.9%	49.5%
Total:	72	$856,326,747	100.0%	4.446%	108	1.81x	12.3%	62.6%	53.1%

II-2

Appendix II

Mortgage Pool Information

Property Type
			Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
		Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of	Cut-off Date	Cut-off Date	Mortgage	Remaining	UW NCF	UW NOI	Cut-off Date	Maturity Date
Property Type	Mtg. Properties	Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
Retail
Regional Mall	3	$250,000,000	29.2%	3.765%	117	1.89x	11.1%	56.3%	49.2%
Anchored	2	$13,882,231	1.6%	4.426%	119	1.56x	10.3%	64.6%	51.6%
Single Tenant	1	$9,000,000	1.1%	5.130%	120	1.43x	9.9%	69.8%	57.7%
Unanchored	2	$4,056,197	0.5%	5.410%	119	1.35x	10.4%	64.9%	49.5%
Subtotal:	8	$276,938,428	32.3%	3.866%	117	1.85x	11.0%	57.3%	49.6%
Hospitality
Full Service	4	$74,614,522	8.7%	4.930%	111	1.77x	13.8%	62.6%	52.2%
Extended Stay	1	$55,000,000	6.4%	5.200%	120	1.50x	11.8%	62.8%	47.5%
Resort	1	$42,500,000	5.0%	5.240%	60	1.54x	12.7%	51.8%	48.8%
Limited Service	5	$38,517,244	4.5%	5.042%	108	1.68x	14.0%	64.6%	47.8%
Subtotal:	11	$210,631,766	24.6%	5.083%	103	1.64x	13.1%	60.8%	49.5%
Office
Suburban	1	$85,000,000	9.9%	4.610%	60	1.69x	12.5%	67.5%	61.9%
Urban	1	$17,500,000	2.0%	4.960%	120	1.39x	9.9%	72.9%	60.0%
Medical	1	$12,200,000	1.4%	4.910%	120	1.28x	9.0%	69.7%	60.3%
Subtotal:	3	$114,700,000	13.4%	4.695%	76	1.60x	11.7%	68.5%	61.5%
Multifamily
Garden	3	$46,724,627	5.5%	4.453%	119	1.37x	8.7%	77.3%	68.6%
Cooperative	1	$19,952,715	2.3%	3.210%	119	7.59x	47.5%	10.9%	7.2%
Garden/Townhouse	1	$7,721,611	0.9%	4.910%	119	1.90x	13.3%	69.6%	57.2%
Student Housing	1	$5,378,663	0.6%	4.200%	57	1.52x	9.9%	69.4%	63.6%
Subtotal:	6	$79,777,616	9.3%	4.169%	115	2.99x	19.0%	59.4%	51.8%
Manufactured Housing
Manufactured Housing	35	$64,628,263	7.5%	4.407%	119	1.54x	9.5%	74.1%	60.0%
Subtotal:	35	$64,628,263	7.5%	4.407%	119	1.54x	9.5%	74.1%	60.0%
Industrial
Warehouse Distribution	1	$40,154,101	4.7%	4.690%	119	1.45x	11.2%	74.9%	61.2%
Manufacturing	1	$6,000,000	0.7%	4.645%	120	2.56x	17.3%	38.2%	31.1%
Subtotal:	2	$46,154,101	5.4%	4.684%	119	1.59x	12.0%	70.1%	57.3%
Mixed Use
Office / Flex	1	$43,500,000	5.1%	4.550%	119	1.42x	9.9%	68.5%	58.7%
Subtotal:	1	$43,500,000	5.1%	4.550%	119	1.42x	9.9%	68.5%	58.7%
Self Storage
Self Storage	6	$19,996,573	2.3%	4.772%	119	1.78x	11.8%	64.9%	52.8%
Subtotal:	6	$19,996,573	2.3%	4.772%	119	1.78x	11.8%	64.9%	52.8%
Total:	72	$856,326,747	100.0%	4.446%	108	1.81x	12.3%	62.6%	53.1%

II-3

Appendix II

Mortgage Pool Information

Mortgage Rates
				Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
			Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of		Cut-off Date	Cut-off Date	Mortgage	Remaining	UW NCF	UW NOI	Cut-off Date	Maturity Date
Mortgage Rates (%)	Mtg. Loans		Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
3.210 - 4.000	5		$277,452,715	32.4%	3.730%	117	2.30x	13.7%	53.3%	46.3%
4.001 - 4.500	9		$128,716,896	15.0%	4.414%	116	1.48x	9.3%	74.1%	62.5%
4.501 - 5.000	13		$279,298,124	32.6%	4.700%	98	1.62x	12.1%	68.3%	58.2%
5.001 - 5.630	11		$170,859,012	20.0%	5.216%	105	1.57x	12.4%	59.8%	48.7%
Total:	38		$856,326,747	100.0%	4.446%	108	1.81x	12.3%	62.6%	53.1%
Minimum:	3.210%
Maximum:	5.630%
Weighted Average:	4.446%
Original Terms to Stated Maturity
				Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
			Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of		Cut-off Date	Cut-off Date	Mortgage	Remaining	UW NCF	UW NOI	Cut-off Date	Maturity Date
Original Term to Stated Maturity (mos.)	Mtg. Loans		Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
60	5		$149,962,672	17.5%	4.784%	60	1.65x	12.5%	63.8%	58.8%
120	33		$706,364,075	82.5%	4.374%	119	1.84x	12.2%	62.3%	51.9%
Total:	38		$856,326,747	100.0%	4.446%	108	1.81x	12.3%	62.6%	53.1%
Minimum:	60	mos.
Maximum:	120	mos.
Weighted Average:	109	mos.

II-4

Appendix II

Mortgage Pool Information

Remaining Terms to Stated Maturity
				Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
			Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of		Cut-off Date	Cut-off Date	Mortgage	Remaining	UW NCF	UW NOI	Cut-off Date	Maturity Date
Remaining Term to Stated Maturity (mos.)	Mtg. Loans		Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
57 - 79	5		$149,962,672	17.5%	4.784%	60	1.65x	12.5%	63.8%	58.8%
116 - 118	4		$257,500,000	30.1%	3.770%	117	1.89x	11.1%	56.5%	49.4%
119 - 120	29		$448,864,075	52.4%	4.720%	119	1.82x	12.8%	65.7%	53.4%
Total:	38		$856,326,747	100.0%	4.446%	108	1.81x	12.3%	62.6%	53.1%
Minimum:	57	mos.
Maximum:	120	mos.
Weighted Average:	108	mos.
Original Amortization Terms
				Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
			Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of		Cut-off Date	Cut-off Date	Mortgage	Remaining	UW NCF	UW NOI	Cut-off Date	Maturity Date
Original Amortization Term (mos.)	Mtg. Loans		Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
180	1		$3,736,751	0.4%	5.205%	119	1.40x	16.5%	53.4%	23.4%
240	1		$13,180,493	1.5%	4.890%	119	1.67x	14.7%	64.8%	41.0%
276	1		$19,952,715	2.3%	3.210%	119	7.59x	47.5%	10.9%	7.2%
300	7		$83,033,667	9.7%	5.126%	113	1.54x	12.1%	64.4%	49.9%
360	28		$736,423,121	86.0%	4.391%	107	1.69x	11.3%	63.8%	55.1%
Total:	38		$856,326,747	100.0%	4.446%	108	1.81x	12.3%	62.6%	53.1%
Minimum:	180	mos.
Maximum:	360	mos.
Weighted Average:	350	mos.

II-5

Appendix II

Mortgage Pool Information

Remaining Amortization Terms
				Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
			Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of		Cut-off Date	Cut-off Date	Mortgage	Remaining	UW NCF	UW NOI	Cut-off Date	Maturity Date
Remaining Amortization Term (mos.)	Mtg. Loans		Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
179 - 230	1		$3,736,751	0.4%	5.205%	119	1.40x	16.5%	53.4%	23.4%
231 - 300	9		$116,166,874	13.6%	4.770%	115	2.59x	18.5%	55.3%	41.5%
351 - 360	28		$736,423,121	86.0%	4.391%	107	1.69x	11.3%	63.8%	55.1%
Total:	38		$856,326,747	100.0%	4.446%	108	1.81x	12.3%	62.6%	53.1%
Minimum:	179	mos.
Maximum:	360	mos.
Weighted Average:	349	mos.
Debt Service Coverage Ratios
				Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
			Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of		Cut-off Date	Cut-off Date	Mortgage	Remaining	UW NCF	UW NOI	Cut-off Date	Maturity Date
Debt Service Coverage Ratio (x)	Mtg. Loans		Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
1.28 - 1.30	2		$27,070,000	3.2%	4.657%	119	1.29x	8.6%	74.9%	66.1%
1.31 - 1.40	5		$54,549,836	6.4%	4.743%	119	1.35x	9.6%	72.7%	60.8%
1.41 - 1.50	5		$150,150,675	17.5%	4.878%	119	1.46x	11.0%	68.2%	55.1%
1.51 - 1.60	11		$203,176,277	23.7%	4.490%	101	1.54x	10.4%	65.1%	55.3%
1.61 - 1.70	3		$198,180,493	23.1%	4.276%	93	1.67x	11.4%	62.2%	55.6%
1.71 - 1.80	3		$53,549,395	6.3%	5.017%	119	1.76x	13.7%	61.6%	50.3%
1.81 - 1.90	4		$37,197,356	4.3%	4.677%	119	1.90x	13.6%	63.3%	52.3%
1.91 - 2.00	1		$7,500,000	0.9%	4.870%	60	1.99x	14.0%	69.4%	64.0%
2.01 - 2.10	1		$4,000,000	0.5%	5.065%	120	2.10x	15.9%	56.3%	42.4%
2.11 - 2.50	1		$95,000,000	11.1%	3.564%	117	2.34x	13.3%	52.1%	44.7%
2.51 - 7.59	2		$25,952,715	3.0%	3.542%	119	6.43x	40.5%	17.2%	12.7%
Total:	38		$856,326,747	100.0%	4.446%	108	1.81x	12.3%	62.6%	53.1%
Minimum:	1.28x
Maximum:	7.59x
Weighted Average:	1.81x

II-6

Appendix II

Mortgage Pool Information

Cut-off Date Loan-to-Value Ratio
			Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
		Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of	Cut-off Date	Cut-off Date	Mortgage	Remaining	UW NCF	UW NOI	Cut-off Date	Maturity Date
Cut-off Date Loan-to-Value Ratio (%)	Mtg. Loans	Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
10.9 - 20.0	1	$19,952,715	2.3%	3.210%	119	7.59x	47.5%	10.9%	7.2%
30.1 - 40.0	1	$6,000,000	0.7%	4.645%	120	2.56x	17.3%	38.2%	31.1%
50.1 - 60.0	7	$292,687,359	34.2%	4.216%	109	1.89x	12.3%	54.8%	48.0%
60.1 - 70.0	18	$353,095,673	41.2%	4.639%	102	1.58x	11.3%	65.8%	55.2%
70.1 - 79.1	11	$184,591,000	21.6%	4.568%	116	1.46x	9.9%	75.0%	62.8%
Total:	38	$856,326,747	100.0%	4.446%	108	1.81x	12.3%	62.6%	53.1%
Minimum:	10.9%
Maximum:	79.1%
Weighted Average:	62.6%
Maturity Date Loan-to-Value Ratios
			Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
		Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of	Cut-off Date	Cut-off Date	Mortgage	Remaining	UW NCF	UW NOI	Cut-off Date	Maturity Date
Maturity Date Loan-to-Value Ratio (%)	Mtg. Loans	Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
7.2 - 10.0	1	$19,952,715	2.3%	3.210%	119	7.59x	47.5%	10.9%	7.2%
20.1 - 30.0	1	$3,736,751	0.4%	5.205%	119	1.40x	16.5%	53.4%	23.4%
30.1 - 40.0	1	$6,000,000	0.7%	4.645%	120	2.56x	17.3%	38.2%	31.1%
40.1 - 50.0	9	$267,187,298	31.2%	4.590%	109	1.88x	13.1%	56.4%	46.4%
50.1 - 60.0	16	$327,282,803	38.2%	4.294%	118	1.58x	10.2%	64.6%	54.9%
60.1 - 70.0	9	$217,297,180	25.4%	4.592%	90	1.56x	11.2%	71.7%	62.8%
70.1 - 70.9	1	$14,870,000	1.7%	4.449%	119	1.30x	8.3%	79.1%	70.9%
Total:	38	$856,326,747	100.0%	4.446%	108	1.81x	12.3%	62.6%	53.1%
Minimum:	7.2%
Maximum:	70.9%
Weighted Average:	53.1%

II-7

Appendix II

Mortgage Pool Information

Amortization Type
			Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
		Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of	Cut-off Date	Cut-off Date	Mortgage	Remaining	UW NCF	UW NOI	Cut-off Date	Maturity Date
Amortization Type	Mtg. Loans	Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
Amortizing	29	$458,396,747	53.5%	4.729%	105	1.89x	13.5%	64.9%	53.4%
Partial IO	9	$397,930,000	46.5%	4.119%	112	1.72x	10.8%	60.0%	52.8%
Total:	38	$856,326,747	100.0%	4.446%	108	1.81x	12.3%	62.6%	53.1%
Underwritten NOI Debt Yield
			Percent by	Weighted	Weighted	Weighted	Weighted	Weighted	Weighted
		Aggregate	Aggregate	Average	Average	Average	Average	Average	Average
	No. of	Cut-off Date	Cut-off Date	Mortgage	Remaining	UW NCF	UW NOI	Cut-off Date	Maturity Date
Underwritten NOI Debt Yield (%)	Mtg. Loans	Balance	Balance	Rate	Term (Mos.)	DSCR	Debt Yield	LTV	LTV
8.3 - 8.5	2	$42,230,000	4.9%	4.449%	119	1.31x	8.4%	77.5%	69.5%
8.6 - 9.0	1	$12,200,000	1.4%	4.910%	120	1.28x	9.0%	69.7%	60.3%
9.1 - 9.5	4	$90,862,507	10.6%	4.071%	117	1.52x	9.3%	66.5%	54.9%
9.6 - 10.0	6	$106,041,306	12.4%	4.608%	116	1.46x	9.8%	71.0%	59.4%
10.1 - 10.5	4	$122,041,540	14.3%	4.075%	118	1.64x	10.1%	59.0%	52.4%
10.6 - 11.0	1	$7,500,000	0.9%	3.947%	118	1.89x	10.9%	63.0%	53.1%
11.1 - 11.5	2	$48,254,101	5.6%	4.792%	119	1.46x	11.2%	73.6%	60.3%
11.6 - 12.0	2	$57,496,573	6.7%	5.219%	120	1.50x	11.8%	63.0%	47.7%
12.1 - 12.5	3	$99,078,636	11.6%	4.600%	63	1.69x	12.5%	68.7%	62.5%
12.6 - 13.0	1	$42,500,000	5.0%	5.240%	60	1.54x	12.7%	51.8%	48.8%
13.1 - 13.5	3	$120,301,516	14.0%	3.815%	117	2.23x	13.3%	55.6%	47.1%
13.6 - 14.0	2	$37,469,490	4.4%	5.122%	107	1.80x	13.7%	60.1%	51.1%
14.6 - 15.0	2	$19,180,493	2.2%	4.968%	119	1.69x	14.7%	63.9%	42.8%
15.1 - 47.5	5	$51,170,584	6.0%	4.258%	119	4.18x	28.2%	36.7%	27.7%
Total:	38	$856,326,747	100.0%	4.446%	108	1.81x	12.3%	62.6%	53.1%
Minimum:	8.3%
Maximum:	47.5%
Weighted Average:	12.3%

II-8

Appendix II

Mortgage Pool Information

Prepayment of Collateral by Prepayment Restriction (%)(1)(2)(3)

Prepayment Restrictions	August 2013	August 2014	August 2015	August 2016	August 2017
Locked Out	100.0%	100.0%	0.0%	0.0%	0.0%
Yield Maintenance Total	0.0%	0.0%	20.8%	21.0%	21.2%
Open	0.0%	0.0%	0.0%	5.0%	5.0%
TOTAL	100.0%	100.0%	100.0%	100.0%	100.0%
Pool Balance Outstanding	$856,326,747	$848,454,589	$839,285,200	$827,773,694	$814,254,157
% Initial Pool Balance	100.0%	99.1%	98.0%	96.7%	95.1%
Prepayment Restrictions	August 2018	August 2019	August 2020	August 2021	August 2022
Locked Out	0.0%	0.0%	0.0%	0.0%	0.0%
Yield Maintenance Total	24.5%	24.6%	24.6%	24.7%	24.8%
Open	0.0%	0.0%	0.0%	0.0%	0.0%
TOTAL	100.0%	100.0%	100.0%	100.0%	100.0%
Pool Balance Outstanding	$661,057,302	$646,706,393	$631,783,562	$616,104,386	$599,712,798
% Initial Pool Balance	77.2%	75.5%	73.8%	71.9%	70.0%

(1)  The analysis is based on Structuring Assumptions and a 0% CPR as discussed in the Free Writing Prospectus.

(2)  See description of Yield Maintenance under “DESCRIPTION OF THE OFFERED CERTIFICATES—Distributions of Prepayment Premiums and Yield Maintenance Charges” in the Free Writing Prospectus.

(3)  Mortgage loans modeled as Yield Maintenance include mortgage loans characterized by YM1 and DEF/YM1 on Appendix I to the Free Writing Prospectus.

II-9

(THIS PAGE INTENTIONALLY LEFT BLANK)

APPENDIX III

SIGNIFICANT LOAN SUMMARIES

III-1

MSBAM 2013-C11 Westfield Countryside

Mortgage Loan No. 1 – Westfield Countryside

III-2

MSBAM 2013-C11 Westfield Countryside

Mortgage Loan No. 1 – Westfield Countryside

III-3

MSBAM 2013-C11 Westfield Countryside

Mortgage Loan No. 1 – Westfield Countryside

III-4

MSBAM 2013-C11 Westfield Countryside

Mortgage Loan No. 1 – Westfield Countryside

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		MSMCH			Single Asset/ Portfolio:	Single Asset
Credit Assessment: (Fitch/Moody’s/Morningstar)		NR/NR/NR			Property Address:	27001 US Highway 19 North Clearwater, FL 33761
Original Balance(1):		$100,000,000			General Property Type:	Retail
Cut-off Date Balance(1):		$100,000,000			Detailed Property Type:	Regional Mall
% of Initial Pool Balance:		11.7%			Net Rentable Area(4):	464,836 NSF
Loan Purpose(2):		Acquisition			Cut-off Date Balance Per Unit/SF(1):	$333
Borrower Name(s):		Countryside Mall LLC			Balloon/ARD Balance Per Unit/SF(1):	$303
Sponsor(s):		Westfield Group; O’Connor Capital Partners			Year Built / Year Renovated:	1975/1988, 1989, 2009, 2011
Mortgage Rate:		3.912%			Title Vesting:	Fee
Note Date:		5/30/2013			Property Manager:	Westfield Property Management LLC
First Payment Date:		7/1/2013
Anticipated Repayment Date:		NAP			Underwriting and Financial Information
Maturity Date:		6/1/2023			UW Revenues:	$25,324,035
IO Period:		60 months			UW Expenses:	$9,698,281
Original Term to Maturity or ARD:		120 months			UW NOI:	$15,625,754
Seasoning:		2 months			UW NCF:	$14,586,182
Original Amortization Term:		360 months			UW NOI DSCR(1):	1.78x
Loan Amortization Type:		Partial IO			UW NCF DSCR(1):	1.66x
Interest Accrual Basis:		Actual/360			UW NOI Debt Yield(1):	10.1%
Prepayment Provisions:		LO (26); DEF/YM1 (87); O (7)			UW NCF Debt Yield(1):	9.4%
Lockbox/Cash Management:		Hard / Springing			UW NCF Debt Yield at Maturity(1):	10.4%
Pari Passu Mortgage Debt(1):		$55,000,000			Most Recent NOI (As of):	$16,066,085 (TTM 4/30/2012)
Subordinate Mortgage Debt:		None			2nd Most Recent NOI (As of):	$15,760,000 (12/31/2012)
Mezzanine Debt:		None			3rd Most Recent NOI (As of):	$13,384,000 (12/31/2011)
Reserves(3)					Appraised Value:	$270,000,000
Type	Initial		Monthly	Cap	Appraisal As-of Date:	4/10/2013
RE Tax:	$0		Springing	NAP	Cut-off Date LTV Ratio(1):	57.4%
Insurance:	$0		Springing	NAP	LTV Ratio at Maturity/ARD(1):	52.1%
Recurring Replacements:	$0		Springing	$92,880	Occupancy Rate (As of):	91.7% (7/31/2013)
TI/LC:	$0		Springing	$464,398	2nd Most Recent Occupancy (As of):	82.4% (12/31/2012)
					3rd Most Recent Occupancy (As of):	84.4% (12/31/2011)
					4th Most Recent Occupancy (As of):	89.5% (12/31/2010)
					5th Most Recent Occupancy (As of):	88.6% (12/31/2009)
					6th Most Recent Occupancy (As of):	88.6% (12/31/2008)

(1) The Westfield Countryside Mortgage Loan is part of the Westfield Countryside Loan Pair evidenced by multiple pari passu notes with an aggregate original principal balance of $155,000,000. The Cut-off Date Balance Per Unit/SF, Balloon/ARD Balance Per Unit/SF, UW NOI DSCR, UW NCF DSCR, UW NOI Debt Yield, UW NCF Debt Yield, UW NCF Debt Yield at Maturity, Cut-off Date LTV Ratio and LTV Ratio at Maturity/ARD numbers presented above are based on the entire $155,000,000 Westfield Countryside Loan Pair balance.

(2) The proceeds of the Westfield Countryside Loan Pair were used to partially finance a joint venture purchase of 6 regional malls. An affiliate or affiliates of Westfield America, Inc., one of the current loan sponsors, previously owned a majority interest in the Westfield Countryside Property.

(3) See “—Escrows and Reserves” below for further discussion of reserve requirements. The reserves, if any, are applicable to the entire Westfield Countryside Loan Pair.

(4) The Net Rentable Area includes improvements owned by the Westfield Countryside Borrower and excludes four non-collateral anchor tenant stores totaling approximately 795,151 SF, which are tenant owned.

The Westfield Countryside Mortgage Loan

The Mortgage Loan.  The largest mortgage loan (the “Westfield Countryside Mortgage Loan”) is part of a pari passu loan pair (the “Westfield Countryside Loan Pair”) evidenced by multiple pari passu notes in the aggregate principal amount of $155,000,000, all of which are secured by the same first priority fee mortgage encumbering a portion of the regional mall known as Westfield Countryside Mall in Clearwater, Florida (the “Westfield Countryside Property”). The Westfield Countryside Mortgage Loan is evidenced by five pari passu notes (Notes A-1-1, A-2-1, A-3-1, B-1-1 and B-2-1) with a combined outstanding principal balance as of the Cut-off Date of $100,000,000. The five pari passu notes not included in the issuing entity (Notes

III-5

MSBAM 2013-C11 Westfield Countryside

A-1-2, A-2-2, A-3-2, B-1-2 and B-2-2) evidence a related companion loan (the “Westfield Countryside Serviced Companion Loan”), which have an aggregate outstanding balance as of the Cut-off Date of $55,000,000. The Westfield Countryside Serviced Companion Loan has similar features and terms as the Westfield Countryside Mortgage Loan and is expected to be contributed to a future trust. See “—Secured Indebtedness” below for further details. The “A” notes are pari passu with each other and the “B” notes are all pari passu with each other. The “B” notes are subordinate to the “A” notes under loan agreement with respect to the payment of principal after an event of default.

The Westfield Countryside Mortgage Loan had an initial term of 120 months and has a remaining term of 118 months, with a maturity date of June 1, 2023. The Westfield Countryside Mortgage Loan requires payments of interest only for the initial 60 months and payments of principal and interest thereafter. The Westfield Countryside Mortgage Loan may be prepaid in whole on any payment date after the first due date following the second anniversary of the closing date of the Westfield Countryside Serviced Companion Loan securitization together with the greater of a yield maintenance premium and 1% of the prepayment amount. Defeasance with non-callable obligations of the United States of America (or other non-callable government securities or other non-callable instruments that will not cause the trust to lose its REMIC status and which, in each case, will not result in a downgrade or withdrawal of the ratings for the MSBAM Series 2013-C11 Certificates) is permitted at any time on or after the first due date following the second anniversary of the closing date of the Westfield Countryside Serviced Companion Loan securitization. The Westfield Countryside Mortgage Loan is open to prepayment at par during the final six months of the loan term.

The Borrower and the Sponsor.  The borrower is Countryside Mall LLC (the “Westfield Countryside Borrower”), a single-purpose Delaware limited liability company. The Westfield Countryside Borrower is indirectly owned and controlled by Westfield America, Inc., a subsidiary of Westfield Group (“Westfield”) (ASX: WDC), a Sydney Australia based shopping center owner and manager and by an affiliate of O’Connor Capital Partners (“O’Connor”). Westfield currently has investment interests in 100 shopping centers in Australia, New Zealand, the United States and the United Kingdom. Westfield America, Inc. is the non-recourse carve-out guarantor. O’Connor is a privately held New York City based real estate investment firm. On March 29, 2013, Westfield and O’Connor announced a joint venture investment in a portfolio comprising six regional malls located in Florida, including the Westfield Countryside Property, with a gross total value of $1.283 billion.

The Mortgaged Property.  The Westfield Countryside Property consists of 464,836 SF of major, in-line, food court, and kiosk space within the 2-story, approximately 1,259,987 SF Westfield Countryside Mall, a regional mall in Clearwater, Florida. The Westfield Countryside Property is located within the Tampa – St. Petersburg - Clearwater MSA. The Westfield Countryside Mall is anchored by Sears, Macy’s, Dillard’s, and JC Penney, and includes a 12 screen Cobb Theater Cinema, as well as a 20,000 SF XXI Forever store and a free-standing 18,466 SF L.A. Fitness. The four anchor stores, Sears, Macy’s, Dillard’s, and JC Penney, which total approximately 795,151 SF, are tenant owned and are not collateral for the Westfield Countryside Mortgage Loan. The Westfield Countryside Mall opened in 1975, was expanded in 1988 and 1989, and was fully renovated in 2009 and expanded in 2011, with the addition of the new 12- screen Cobb Theater and the reconfiguration of approximately 33,626 SF of previously existing shop space to restaurant space. The new theater and restaurant area was leased in 2011, 2012, and 2013. There are currently no plans for renovation, improvement or development of the Westfield Countryside Property.

In addition to the XXI Forever store, the L.A. Fitness Club, a Victoria’s Secret store, a Gap/Gap Body store and the Cobb Theater, the Westfield Countryside Property contains approximately 115 occupied in-line stores, 17 kiosks and 10 food court tenants. There is currently approximately 38,780 SF of in-line and kiosk vacancy. The Westfield Countryside Mall in its entirety has 5,586 surface and garage parking spaces, for a total parking ratio of 4.44 spaces per 1,000 SF of total GLA, including the non-collateral anchor tenant spaces.

As of the July 31, 2013 rent roll, the Westfield Countryside Property is 91.7% leased. The Westfield Countryside Mall, including both collateral and non-collateral space, was 96.9% leased or otherwise occupied as of the July 31, 2013 rent roll. Comparable in-line store sales, representing 177,728 SF, as of the trailing 12 months ended May 31, 2013, were approximately $396 PSF. The trailing 12 month average occupancy cost as a percentage of sales for these tenants was 17.2%. The reported year end 2012 in-line comparable sales were approximately $392 PSF. The 2011 and 2010 in-line comparable sales were approximately $353 and $334 PSF, respectively. For the trailing 12 months ended May 31, 2013, total mall sales, including sales estimates for the non-collateral anchor tenants and reported sales for comparable and non-comparable major, in-line, food court and kiosk tenants, totaled approximately $243,176,000.

Major Collateral Tenants.

Cobb Theaters (53,729 SF, 12% of NRA, 11% of underwritten base rent). Cobb Theaters III, LLC (“Cobb”) leases 53,729 SF at the Westfield Countryside Property and operates the space as a 12-screen movie-theater. The lease began on December 16, 2011 and has a current expiration date of December 31, 2026, with four 5-year lease renewal options. Cobb Theaters, L.L.C., which was established in Alabama in 1921, currently operates 253 screens at 21 locations in 5 states.

XXI Forever (20,000 SF, 4% of NRA, 4% of underwritten base rent). Forever 21 Retail, Inc. leases 20,000 SF at the Westfield Countryside Property. The lease began on June 29, 2012 and has a current expiration date of January 31, 2023. Forever 21, Inc., was founded in 1984 and, according to Forbes, as of November 2012, the apparel retailer was the 121st largest private company in the United States with estimated annual sales of $3.4 billion at over 480 stores under various brand names, including Forever 21, XXI Forever, For Love 21, Heritage 1981 and Reference.

L.A. Fitness (18,466 SF, 4% of NRA, 1% of underwritten base rent). L.A. Fitness International, LLC leases 18,466 SF at the Westfield Countryside Property. The lease began on February 16, 2003 and has a current expiration date of March 31, 2018, with three 5-year lease renewal options. L.A. Fitness is a health club chain that was founded in 1984 and currently operates more than 500 locations in 24 states and Canada.

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MSBAM 2013-C11 Westfield Countryside

The following table presents a summary regarding major tenants and the non-collateral anchors at the Westfield Countryside Property:

Tenant Summary
	Tenant Name	Credit Rating (Fitch/Moody’s/S&P)(1)	Tenant NRSF	Approximate % of NRSF(2)	Annual Underwritten Base Rent	% of Total Annual UW Rent	Total Annual Underwritten Base Rent (PSF)(3)	Lease Expiration(4)	TTM May 2013 Sales PSF/ Screen(5)	UW Occupancy Cost as a % of Sales
	Non-Collateral Anchors
	Sears	CCC/B3/CCC+	220,833	NAP	NAP	NAP	NAP	9/06/2030	$103	NAP
	Macy’s	BBB/Baa3/BBB	214,965	NAP	NAP	NAP	NAP	7/23/2030	$202	NAP
	Dillard’s	BBB-/Ba3/BB+	209,214	NAP	NAP	NAP	NAP	3/30/2031	$128	NAP
	J.C. Penney	B-/Caa1/CCC+	150,139	NAP	NAP	NAP	NAP	1/20/2031	$121	NAP
	Subtotal / Wtd. Avg.		795,151
	Tenants > 10,000 SF
	Cobb Theaters	NR/NR/NR	53,729	12%	$1,682,389	11%	$31.31	12/31/2026	$587,583	23.9%
	XXI Forever	NR/NR/NR	20,000	4%	$574,464	4%	$28.72	1/31/2023	$210	12.7%
	L.A. Fitness	NR/NR/NR	18,466	4%	$203,126	1%	$11.00	3/31/2018	$52	30.0%
	Victoria’s Secret	NR/NR/NR	12,411	3%	$372,330	3%	$30.00	1/31/2018	$542	10.1%
	Gap/Gap Body	BBB-/Baa3/BBB-	11,168	2%	$223,360	2%	$20.00	1/31/2017	$199	24.3%
	Subtotal / Wtd. Avg.		115,774	25%	$3,055,669	21%	$26.39
	Other Tenants		310,282	67%	$11,751,680	79%	$37.87		$404	17.4%
	Vacant Space		38,780	8%	$0	0%	$0.00
	Total		464,836	100%	$14,807,349	100%	$34.75

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

(2) Approximate % of NRSF is based on total collateral NRSF of 464,836 SF. It does not include the Sears, Macy’s, Dillard’s or J.C. Penney stores, which are not collateral for the Westfield Countryside Mortgage Loan.

(3) Total Annual Underwritten Base Rent (PSF) excludes vacant space.

(4) The lease expiration dates for Sears, Macy’s, Dillard’s and J.C. Penney represent the current reciprocal easement agreement expiration dates for each respective store. These anchor stores are not collateral for the Westfield Countryside Mortgage Loan.

(5) The Sears, Macy’s, Dillard’s and J.C. Penney stores do not report sales for this location. The above Sales PSF attributed to these non-collateral stores are based only on estimates by Westfield for the 2012 calendar year. TTM May 2013 Sales PSF attributed to “Other Tenants” includes only 177,728 SF of comparable in-line and 2,613 SF of comparable food court tenants. (Non-comparable in-line, food court and kiosk tenants are excluded from this calculation.) Excluding the comparable food court tenants, which had TTM average sales of $887 PSF, the average sales PSF for comparable in-line tenants was approximately $396.

III-7

MSBAM 2013-C11 Westfield Countryside

The following table presents certain information relating to the lease rollover at the Westfield Countryside Property:

Lease Rollover Schedule(1)(2)
Year	# of Leases Rolling	SF Rolling	Average Underwritten Base Rent PSF Rolling(3)	Approx. % of Total SF Rolling	Approx. Cumulative % of SF Rolling	Total Underwritten Base Rent Rolling	Approx. % of Total Base Rent  Rolling	Approx. Cumulative % of Total Base Rent Rolling
MTM	0	0	$0.00	0%	0%	$0	0%	0%
2013	3	2,532	$73.42	1%	1%	$185,896	1%	1%
2014	27	47,501	$36.98	10%	11%	$1,756,727	12%	13%
2015	13	19,525	$46.64	4%	15%	$910,640	6%	19%
2016	24	55,306	$39.38	12%	27%	$2,178,065	15%	35%
2017	14	22,655	$46.92	5%	32%	$1,062,962	7%	42%
2018	24	77,274	$29.46	17%	49%	$2,276,371	15%	57%
2019	9	25,179	$30.55	5%	54%	$769,170	5%	62%
2020	8	16,754	$48.04	4%	58%	$804,836	5%	67%
2021	5	13,940	$32.60	3%	61%	$454,406	3%	70%
2022	8	22,096	$33.87	5%	66%	$748,402	5%	75%
2023	10	49,345	$27.58	11%	77%	$1,360,903	9%	85%
2024	1	3,500	$10.00	1%	78%	$35,000	0%	85%
2025	0	0	$0.00	0%	78%	$0	0%	85%
2026 & Beyond	3	70,449	$32.14	15%	92%	$2,263,969	15%	100%
Vacant	17	38,780	$0.00	8%	100%	$0	0%	100%
Total / Wtd. Avg.	166	464,836	$34.75	100%		$14,807,349	100%

(1) The information in the lease rollover schedule is based on the underwritten rent roll.

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

(3) Average Underwritten Base Rent PSF Rolling excludes vacant space.

III-8

MSBAM 2013-C11 Westfield Countryside

The Market. The Westfield Countryside Property is located in Tampa MSA, approximately 3.5 miles east of the Gulf of Mexico, within the city of Clearwater. The Tampa CBSA has a population of approximately 2.9 million people. The Westfield Countryside Property is located within the Clearwater/North Pinellas submarket, which contains approximately 8.9 million SF of retail space, which is 22.2% of the market inventory. As of March 31, 2013, the submarket retail vacancy averaged 13.7%, with an average asking rent of $14.51 PSF for general retail space. Competitive regional mall average in-line rental rates are included in the chart below. The estimated current population within a 5-mile radius is 224,591 people. The average household income within a 5-mile radius is estimated at $59,168 per annum, while the average household income within the Westfield Countryside Property trade area is approximately $60,746. Below is a chart of primary and secondary competitive shopping centers.

Competitive Property Summary
Property	Center Type	Year Built	Year Renovated	Total GLA (SF)	Anchor Tenants	Inline Avg. Rent PSF	Sales PSF	Occupancy	Proximity
Citrus Park (Primary Competition) NEQ Sheldon Rd. & Citrus Park Dr., Tampa	Super-Regional	1999	2004	1,143,377	Dillard’s JC Penney Macy’s Sears Dick’s Sporting Goods	$30.62	$370	88%	10.2 miles NE
International Plaza (Primary Competitor) 2223 N Westshore Boulevard Tampa	Super-Regional	2001	2005	1,174,565	Dillard’s Neiman Marcus Nordstrom Forever XXI	$49.00	$500	95%	14.3 miles SE
Westshore Plaza (Primary Competitor) 250 Westshore Plaza Tampa	Super-Regional	1967	2001	1,036,322	JC Penney Macy’s Saks Fifth Avenue Sears	$29.00	$375	93%	14.4 miles SE
Tyrone Square (Secondary Competitor) 1050 58th St. N St. Petersburg	Super-Regional	1972	1998	1,124,606	Dillard’s JC Penney Macy’s Sears	$28.00	$350	91%	15.6 miles S

Source: Appraisal.

III-9

MSBAM 2013-C11 Westfield Countryside

Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Westfield Countryside Property:

Cash Flow Analysis
	2009	2010	2011	2012	UW	UW PSF
Base Rent(1)	$11,651,000	$10,261,000	$10,004,000	$12,335,000	$14,807,349	$31.85
Overage Rent	$52,000	$71,000	$128,000	$182,000	$235,225	$0.51
Other Income(2)	$3,426,000	$2,913,000	$2,723,000	$3,135,000	$1,511,000	$3.25
Total Recoveries	$8,157,000	$7,800,000	$8,669,000	$9,114,000	$10,117,000	$21.76
Mark to Market(3)	$0	$0	$0	$0	($1,346,538)	($2.90)
Less Vacancy & Credit Loss	($119,000)	$27,000	($1,000)	($71,000)	$0	$0
Effective Gross Income	$23,167,000	$21,072,000	$21,523,000	$24,695,000	$25,324,035	$54.48
Total Operating Expenses	$7,891,000	$7,618,000	$8,139,000	$8,935,000	$9,698,281	$20.86
Net Operating Income	$15,276,000	$13,454,000	$13,384,000	$15,760,000(4)	$15,625,754	$33.62
TI/LC	$0	$0	$0	$0	$946,604	$2.04
Capital Expenditures	$0	$0	$0	$0	$92,967	$0.20
Net Cash Flow	$15,276,000	$13,454,000	$13,384,000	$15,760,000	$14,586,182	$31.38
Occupancy %	88.6%	89.5%	84.4%	82.4%	91.7%
NOI DSCR	1.74x	1.53x	1.52x	1.79x	1.78x
NCF DSCR	1.74x	1.53x	1.52x	1.79x	1.66x
NOI Debt Yield	9.9%	8.7%	8.6%	10.2%	10.1%
NCF Debt Yield	9.9%	8.7%	8.6%	10.2%	9.4%
Average Annual Rent PSF(5)	$31.99	$27.87	$28.84	$32.20	$34.75

(1) Historical and Underwritten Base Rent includes actual property vacancy. Underwritten Base Rent includes approximately $250,047 of contractual rent increases through December 31, 2013. In 2011, 2012 and 2013, a new theater and 5 restaurants were added to the Westfield Countryside Property, which account for approximately $2,828,519 of total additional underwritten base rents, plus associated recoveries.

(2) Underwritten Other Income includes specialty leasing, partnership marketing and additional income.

(3) Inline tenants with occupancy costs exceeding 20% are marked down to a 20% occupancy cost total rental rate.

(4) The Westfield Countryside sponsor reported trailing twelve months ended April 30, 2013 NOI of $16,066,085 at the Westfield Countryside Property.

(5) Average Annual Rent PSF is based on historical financials and end of year occupancy rates. Vacant space is excluded from the calculation. The Underwritten Average Annual Rent PSF includes certain contractual rent steps as described in note 1 above. The assumed SF for the calculation is approximately 411,107 (the current SF less the recently constructed Cobb Theater space, which lease began on December 16, 2011) for the years 2009, 2010 and 2011 and 464,836 SF for 2012 and the underwritten period, net of vacancy.

Escrows and Reserves.  On each monthly payment date on which the debt service coverage ratio fails to satisfy the DSC Threshold (as defined below), the Westfield Countryside Borrower is required to escrow 1/12th of the annual estimated tax payments monthly and 1/12th of the annual estimated insurance premiums monthly (unless the Westfield Countryside Borrower maintains insurance under an acceptable blanket insurance policy).  The Westfield Countryside Borrower is also required, on each monthly payment date on which the debt service coverage ratio fails to satisfy the DSC Threshold, to make monthly deposits of $7,739 for replacement reserves and $38,669 for TI/LC reserves, provided that such deposits are not required at any time that the amount then on deposit in the replacement reserve exceeds $92,879 or in the TI/LC reserve exceeds $464,398.

“DSC Threshold” means a debt service coverage ratio of at least 1.80x, calculated based on the previous twelve months and tested on the first day of each calendar quarter. The calculation will be based on the current interest only debt service payment throughout the Westfield Countryside Mortgage Loan term and on the actual Westfield Countryside Property operating results.

Lockbox and Cash Management.A hard lockbox is in place with respect to the Westfield Countryside Mortgage Loan.  The Westfield Countryside Mortgage Loan has springing cash management.  Provided a Cash Sweep Period has not commenced, funds in the lockbox account are swept daily to an account designated by the Westfield Countryside Borrower. During the continuance of a Cash Sweep Period, funds in the lockbox account are swept daily to the cash management account and applied on each monthly payment date to pay debt service on the Westfield Countryside Mortgage Loan, to fund the required reserves deposits as described above under “—Escrows and Reserves”, to fund an operating expense subaccount up to the amount of lender approved operating expenses and budgeted capital expenses for the next month and an extraordinary expense subaccount up to the amount of extraordinary expenses approved by lender for the next month and to remit the remainder to an account to be held by the mortgagee as additional security for the Westfield Countryside Mortgage Loan.

A “Cash Sweep Period” will commence upon the occurrence of an event of default and end on the date upon which the event of default has been cured as determined by Lender in its sole good faith discretion.

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

Secured Indebtedness. The Westfield Countryside Serviced Companion Loan was originated by MSMCH on May 30, 2013 and is evidenced by five (5) notes with a combined original and Cut-off Date Balance of $55,000,000. The current holder of the Westfield Countryside Serviced Companion Loan is MSMCH. The notes evidencing the Westfield Countryside Serviced Companion Loan accrue interest at the same rate as the Westfield Countryside Mortgage Loan. The Westfield Countryside Mortgage Loan is entitled to payments of principal and interest on a pro rata and pari passu basis with the Westfield Countryside Serviced Companion Loan, as and to the extent described under “DESCRIPTION OF THE MORTGAGE POOL–The A/B Whole Loans and the Loan Pairs–The Westfield Countryside Loan Pair” in the Free Writing Prospectus. The Westfield Countryside Serviced Companion Loan is expected to be contributed to one or more future trusts. The holders of the Westfield Countryside Mortgage Loan and the Westfield Countryside

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MSBAM 2013-C11 Westfield Countryside

Serviced Companion Loan have entered into a co-lender agreement which sets forth the allocation of collections on the Westfield Countryside Loan Pair.  The Westfield Countryside Mortgage Loan will generally represent the controlling interest in the Westfield Countryside Loan Pair and the Westfield Countryside Loan Pair will be serviced pursuant to terms of the pooling and servicing agreement for this transaction. See “DESCRIPTION OF THE MORTGAGE POOL–The A/B Whole Loans and the Loan Pairs–The Westfield Countryside Loan Pair” in the Free Writing Prospectus.

Mezzanine Loan and Preferred Equity.  Not permitted.

Additional Secured Indebtedness (not including trade debts).  Not permitted.

Release of Property.  Not permitted.

Terrorism Insurance.  Generally, the insurance policies maintained by the Westfield Countryside Borrower are required to cover losses resulting from perils and acts of terrorism.  Notwithstanding the foregoing, if the Terrorism Risk Insurance Program Reauthorization Act of 2007 (or any subsequent statute, extension or reauthorization) is not in effect, Westfield Countryside Borrower is required to maintain terrorism insurance as described above, but in such event, the Westfield Countryside Borrower will not be required to pay annual premiums in excess of two times the then current premium for a separate “special causes of loss” (or similar) policy insuring only the Westfield Countryside Property on a stand-alone basis, provided the Westfield Countryside Borrower will be obligated to purchase the maximum amount of terrorism coverage available with funds equal to such cap to the extent available.

Expansion, Release and Substitution of Property.  Provided no event of default has occurred and is continuing, the Westfield Countryside Borrower may obtain a release of certain non-income producing, non-material portions of the Westfield Countryside Property, and in connection therewith subdivide the Westfield Countryside Property, including parking areas, provided that, amongst other conditions, the Westfield Countryside Borrower has certified that (i) fee simple title to the release parcel is being conveyed to a third party and (ii) the subdivision in connection with such release will not materially adversely affect the use, value, utility or operation of the remaining Westfield Countryside Property as it was operated immediately prior to the release and lender has received evidence demonstrating that the remaining Westfield Countryside Property will comply in all material respects with all applicable legal requirements after the release and constitutes one or more separate legal tax lots (as reflected in a tax lot endorsement to the title policy).

III-11

MSBAM 2013-C11 The Mall at Tuttle Crossing

Mortgage Loan No. 2 – The Mall at Tuttle Crossing

III-12

MSBAM 2013-C11 The Mall at Tuttle Crossing

Mortgage Loan No. 2 – The Mall at Tuttle Crossing

III-13

MSBAM 2013-C11 The Mall at Tuttle Crossing

Mortgage Loan No. 2 – The Mall at Tuttle Crossing

III-14

MSBAM 2013-C11 The Mall at Tuttle Crossing

Mortgage Loan No. 2 – The Mall at Tuttle Crossing

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		BANA			Single Asset / Portfolio:	Single Asset
Credit Assessment: (Fitch/Moody’s/Morningstar)		NR/NR/NR			Property Address:	5043 Tuttle Crossing Boulevard Dublin, OH 43016
Original Balance(1):		$95,000,000			General Property Type:	Retail
Cut-off Date Balance(1):		$95,000,000			Detailed Property Type:	Regional Mall
% of Initial Pool Balance(1):		11.1%			Net Rentable Area:	385,057 SF
Loan Purpose:		Refinance			Cut-off Date Balance Per Unit/SF(1):	$325
Borrower Name(s):		Mall at Tuttle Crossing, LLC			Balloon / ARD Balance Per Unit/SF(1):	$278
Sponsor(s):		Simon Property Group, L.P.			Year Built / Year Renovated:	1997 / NAP
Mortgage Rate:		3.564%			Title Vesting:	Fee
Note Date:		4/30/2013			Property Manager:	Simon Management Associates II, LLC
First Payment Date:		6/1/2013
Anticipated Repayment Date:		NAP			Underwriting and Financial Information
Maturity Date:		5/1/2023			UW Revenues:	$23,570,293
IO Period:		36 months			UW Expenses:	$6,971,755
Original Term to Maturity or ARD:		120 months			UW NOI:	$16,598,538
Seasoning:		3 months			UW NCF:	$15,855,851
Original Amortization Term:		360 months			UW NOI DSCR:	2.44x
Loan Amortization Type:		Partial IO			UW NCF DSCR:	2.34x
Interest Accrual Basis:		Actual/360			UW NOI Debt Yield(1):	13.3%
Prepayment Provisions:		LO (27); DEF (89); O (4)			UW NCF Debt Yield(1):	12.7%
Lockbox / Cash Management:		Hard / Springing			UW NCF Debt Yield at Maturity(1):	14.8%
Pari Passu Mortgage Debt(1):		$30,000,000			Most Recent NOI (As of):	$17,782,813 (12/31/2012)
Subordinate Mortgage Debt:		None			2nd Most Recent NOI (As of):	$17,922,943 (12/31/2011)
Mezzanine Debt:		None			3rd Most Recent NOI (As of):	$18,221,729 (12/31/2010)
Reserves(2)					Appraised Value:	$240,000,000
Type	Initial		Monthly	Cap	Appraisal As-of Date:	4/18/2013
RE Tax:	$0		Springing	NAP	Cut-off Date LTV Ratio(1):	52.1%
Insurance:	$0		Springing	NAP	LTV Ratio at Maturity/ARD(1):	44.7%
Recurring Replacements:	$0		Springing	$323,448	Occupancy Rate (As of):	94.9% (4/9/2013)
TI/LC:	$0		Springing	$752,628	2nd Most Recent Occupancy (As of):	96.1% (12/31/2012)
					3rd Most Recent Occupancy (As of):	94.9% (12/31/2011)
					4th Most Recent Occupancy (As of):	98.3% (12/31/2010)
					5th Most Recent Occupancy (As of):	97.4% (12/31/2009)
					6th Most Recent Occupancy (As of):	91.1% (12/31/2008)

(1) The Mall at Tuttle Crossing Mortgage Loan is part of The Mall at Tuttle Crossing Loan Pair evidenced by two pari passu notes with an aggregate original principal balance of $125,000,000. The Cut-off Date Balance Per Unit/SF, Balloon/ARD Balance Per Unit/SF, UW NOI DSCR, UW NCF DSCR, UW NOI Debt Yield, UW NCF Debt Yield, UW NCF Debt Yield at Maturity, Cut-off Date LTV Ratio and LTV Ratio at Maturity/ARD numbers presented above are based on the entire $125,000,000 The Mall at Tuttle Crossing Loan Pair balance.

(2) See “—Escrows and Reserves” below for further discussion of reserve requirements.

The Mall at Tuttle Crossing Mortgage Loan.

The Mortgage Loan.  The second largest mortgage loan (“The Mall at Tuttle Crossing Mortgage Loan”) is a refinance loan evidenced by two pari passu notes (“The Mall at Tuttle Crossing Loan Pair”), in the aggregate original principal amount of $125,000,000, both of which are secured by the same first priority fee mortgage encumbering 385,057 SF of the approximately 1,129,185 SF regional mall known as The Mall at Tuttle Crossing (“The Mall at Tuttle Crossing Property”). The Mall at Tuttle Crossing pari passu note A-2, with an original principal amount of $95,000,000, is being contributed to the issuing entity. The pari passu note A-1, which is not included in the issuing entity, evidences the related companion loan (“The Mall at Tuttle Crossing Serviced Companion Loan”), and has an original principal amount of $30,000,000. The Mall at Tuttle Crossing Serviced Companion Loan has similar loan features and terms as The Mall at Tuttle Crossing Mortgage Loan and was contributed to the MSBAM 2013-C10 transaction. The proceeds of The Mall at Tuttle Crossing Mortgage Loan and The Mall at Tuttle Crossing Serviced Companion Loan were used to refinance the previous loan secured by The Mall at Tuttle Crossing Property, which had an existing balance of approximately $109.5 million.

The Mall at Tuttle Crossing Mortgage Loan had an initial term of 120 months and has a remaining term of 117 months, with a maturity date of May 1, 2023. The Mall at Tuttle Crossing Mortgage Loan requires payments of interest only for the initial 36 months and payments of principal and interest

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MSBAM 2013-C11 The Mall at Tuttle Crossing

thereafter. Defeasance with direct, non-callable obligations of the United States of America (or other non-callable government securities or other non-callable instruments that will not cause the trust to lose its REMIC status and, in each case, will not result in a downgrade or withdrawal of the ratings for the MSBAM Series 2013-C11 Certificates) is permitted at any time on or after the first due date following the second anniversary of the securitization closing date. The Mall at Tuttle Crossing Mortgage Loan is open to prepayment at par during the final three months of the loan term.

The Borrower and the Sponsor.  The Mall at Tuttle Crossing borrower is Mall at Tuttle Crossing, LLC, a Delaware limited liability company with two independent directors (“The Mall at Tuttle Crossing Borrower”). Mall at Tuttle Crossing, LLC is wholly owned by Tuttle Crossing Associates II LLC, which is wholly owned by Super-Regional Malls Operating Company III, a joint venture between Simon Property Group and GM Pension Trust.

The Mall at Tuttle Crossing Mortgage Loan sponsor is Simon Property Group, L.P., a subsidiary of Simon Property Group, Inc. (NYSE: SPG). Simon Property Group, Inc. is a real estate investment trust that engages in the ownership, operation, leasing, management, acquisition, expansion and development of real estate properties consisting primarily of regional malls, premium outlet centers and community shopping centers. Simon Property Group, Inc. is the largest public real estate company in the United States and owns or has interest in 326 retail real estate properties comprising approximately 241 million SF of gross leasable area in North America, Europe and Asia. Simon Property Group, Inc. was founded in 1960 and is headquartered in Indianapolis, Indiana. As of the fiscal year ended December 31, 2012, Simon Property Group, Inc. reported revenue of approximately $4.9 billion and net income of approximately $1.7 billion. Simon Property Group, Inc. is currently rated “A-” by Fitch, “Baa1” by Moody’s and “A” by S&P.

The Mortgaged Property.  The Mall at Tuttle Crossing Property consists of 385,057 SF of the approximately 1,129,185 SF super-regional mall known as The Mall at Tuttle Crossing, located in Dublin, Ohio. The Mall at Tuttle Crossing Property was built in 1997 at the intersection of Tuttle Crossing Blvd. and Interstate 270. Average daily traffic counts along these two thoroughfares are approximately 29,000 and 105,000 vehicles, respectively.

As of April 9, 2013, The Mall at Tuttle Crossing Property was 94.9% occupied by approximately 107 tenants and The Mall at Tuttle Crossing, including both collateral and non-collateral space, was 99.1% leased or otherwise occupied. The average historical occupancy at The Mall at Tuttle Crossing Property over the past four years is 98.9%. Major tenants include: The Finish Line, Victoria’s Secret, Shoe Dept. Encore, H&M and Pottery Barn. The Mall at Tuttle Crossing also includes shadow anchors: J.C. Penney, Macy’s and Sears, which are not part of the collateral. The reported year end 2012 in-line comparable sales were approximately $367 PSF, which represents an occupancy cost of 17.0%. The reported year end in-line comparable 2011 and 2010 sales were approximately $357 and $356 PSF, respectively.

The Mall at Tuttle Crossing Property sponsor has invested approximately $4.0 million over the last three years on landscaping, paving, light poles, building improvements and tenant improvements and leasing commissions. There are currently no plans for renovation, improvement or development of The Mall of Tuttle Crossing Property.

Major Tenants.

The Finish Line (20,600 SF, 5.3% of NRA, 3.3% of underwritten base rent). The Finish Line (NASDAQ: FINL) occupies 20,600 SF at The Mall at Tuttle Crossing Property under a 17-year lease expiring on June 30, 2014. The lease provides for a rental rate of $26.00 PSF. Founded in 1976 and headquartered in Indianapolis, Indiana, The Finish Line a leading athletic retailer offering a large selection of brand name footwear, apparel and accessories. The Finish Line operates 651 stores in malls across the United States and manages the athletic footwear inventory in approximately 650 Macy’s stores. The Finish Line also operates an e-commerce site, www.finishline.com, as well as mobile commerce via m.finishline.com. The Finish Line is unrated. As of the fiscal year end 2013, The Finish Line reported revenue of approximately $1.4 billion and net income of approximately $71.5 million. The Finish Line reported sales at The Mall at Tuttle Crossing Property of $306 PSF for 2012.

Shoe Dept. Encore (13,613 SF, 3.5% of NRA, 1.2% of underwritten base rent). Shoe Dept. Encore occupies 13,613 SF at The Mall at Tuttle Crossing Property under a 10-year lease expiring on May 31, 2013. The lease provides for a rental rate of $14.69 PSF. Shoe Dept. Encore operates as a subsidiary of Shoe Show. Founded in 1960 and headquartered Kannapolis, North Carolina, Shoe Show is the nation’s largest independent shoe retailer with approximately 1,123 locations in 38 states.

Victoria’s Secret (11,987 SF; 3.1% of NRA, 3.0% of underwritten base rent). Victoria’s Secret occupies 11,987 SF at The Mall at Tuttle Crossing Property under an 11-year lease expiring on January 31, 2018. The lease provides for a rental rate of $41.00 PSF. Victoria’s Secret operates as a specialty retailer of apparel, lingerie and personal care products for women. Founded in 1977 and headquartered in Reynoldsburg, Ohio, Victoria’s Secret serves customers through its website, stores and other retailers in the United States and internationally. Victoria’s Secret is currently unrated. Victoria’s Secret operates as a subsidiary of Intimate Brands, Inc. Victoria’s Secret reported sales at The Mall at Tuttle Crossing Property of $654 PSF for 2012.

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MSBAM 2013-C11 The Mall at Tuttle Crossing

The following table presents a summary regarding major tenants at The Mall at Tuttle Crossing Property:

Tenant Summary(1)
Tenant Name	Credit Rating (Fitch/Moody’s /S&P)(2)	Tenant SF	Approx. % of Collateral SF	Annualized Underwritten Base Rent ($)	% of Total Annualized Underwritten   Base Rent	Annualized Underwritten Base Rent ($ Per NRSF)(3)	Lease Expiration	2012 Sales PSF	Occupancy Cost as a % of Sales
Non-collateral Anchors
J.C. Penney	B- / Caa1 / CCC+	149,000
Sears	B / B2 / CCC+	149,000
Macy’s	BBB / Baa3 / BBB	223,568
Macy’s	BBB / Baa3 / BBB	222,560
Subtotal		744,128
Major Tenants
The Finish Line	NR / NR / NR	20,600	5%	$535,600	4%	$26.00	6/30/2014	$306	14.9%
Victoria’s Secret	NR / NR / NR	11,987	3%	$491,467	3%	$41.00	1/31/2018	$654	10.1%
Shoe Dept. Encore	NR / NR / NR	13,613	4%	$200,000	1%	$14.69	5/31/2023	N/A	N/A
H&M	NR / NR / NR	11,882	3%	$230,000	2%	$19.36	1/31/2015	$223	9.7%
Pottery Barn	NR / NR / NR	10,000	3%	$159,000	1%	$15.90	1/31/2016	$265	9.4%
Subtotal / Wtd. Avg.		68,082	18%	$1,616,067	11%	$23.74
Other Tenants		273,565	71%	$12,713,806	89%	$46.47		$367	17.0%
Vacant Space		43,410	11%	$0	0%	$0.00
Collateral – Total / Wtd. Avg.		385,057	100%	$14,329,873	100%	$41.94
Whole Property – Total		1,129,185

(1) Information is based on the underwritten rent roll.

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

(3) Total Annualized Underwritten Base Rent ($ per NRSF) excludes vacant space.

The following table presents certain information relating to the lease rollover at The Mall at Tuttle Crossing Property:

Lease Rollover Schedule(1)(2)
Year	# of Leases Rolling	SF Rolling	Avg. Underwritten Base Rent PSF Rolling(3)	Approx. % of Total SF Rolling	Approx. Cumulative % of SF Rolling	Total Underwritten Base Rent Rolling	Approx. % of Total Base Rent  Rolling	Approx. Cumulative % of Total Base Rent   Rolling
2013	3	6,415	$41.32	2%	2%	$265,042	2%	2%
2014	19	68,136	$35.54	18%	19%	$2,421,782	17%	19%
2015	18	43,469	$39.63	11%	31%	$1,722,758	12%	31%
2016	12	39,490	$37.19	10%	41%	$1,468,482	10%	41%
2017	16	40,395	$52.88	10%	51%	$2,136,049	15%	56%
2018	17	66,044	$47.90	17%	69%	$3,163,248	22%	78%
2019	6	16,082	$51.32	4%	73%	$825,322	6%	84%
2020	2	2,119	$50.85	1%	73%	$107,743	1%	85%
2021	2	8,823	$54.82	2%	76%	$483,676	3%	88%
2022	5	9,935	$71.45	3%	78%	$709,832	5%	93%
2023 & Beyond	7	40,739	$25.18	11%	89%	$1,025,939	7%	100%
Vacant	0	43,410	$0.00	11%	100%	$0	0%	100%
Total / Wtd. Avg.	107	385,057	$41.94	100%		$14,329,873	100%

(1) Information is based on the underwritten rent roll.

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

(3) Weighted Average Underwritten Base Rent PSF Rolling excludes vacant space.

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MSBAM 2013-C11 The Mall at Tuttle Crossing

The Market.  The Mall at Tuttle Crossing Property is located in Dublin, Franklin County, Ohio approximately 11 miles north of Columbus, Ohio, between two of Central Ohio’s most affluent communities, Dublin to the north and Hilliard to the southeast, within the Columbus metropolitan statistical area (“MSA”). The Mall at Tuttle Crossing Property is situated at the intersection of Tuttle Crossing Blvd. and Interstate 270. Average daily traffic counts along these two thoroughfares are approximately 29,000 and 105,000 vehicles, respectively. This convenient location offers excellent access to Interstate I-270, which serves as the Columbus outerbelt and in turn provides regional access to Interstates 70 and 71.

The Columbus MSA had an estimated 2012 population of approximately 1.9 million, which grew at a compound annual average rate of 1.2% from 2002 to 2012. As of January 2013, the unemployment rate in the Columbus MSA was approximately 6.9%, compared to the January 2013 U.S. unemployment rate of approximately 8.5%. The 2012 estimated population within a five-, ten- and, 15-mile radius of The Mall at Tuttle Crossing Property was 182,235; 652,923 and 1,076,424, respectively. The 2012 estimated average household income within a five-, ten- and, 15-mile mile radius of The Mall at Tuttle Crossing Property was $88,446; $69,920 and $68,559, respectively.

Employment in the Columbus MSA is concentrated in trade, transportation and utilities, professional and business services, government and education and health services. Ohio State University (26,778 employees), JPMorgan Chase & Co. (18,000 employees), OhioHealth (13,217 employees), Nationwide (11,668 employees) and The Kroger Company (9,766 employees) are the five largest employers in the Columbus MSA.

Comparable properties to The Mall at Tuttle Crossing Property are shown in the charts below:

Competitive Property Summary
Property	Address	Distance to Subject	Year Built / Renovated	Total GLA (SF)	Anchor Tenants	Occupancy	Sales PSF
Polaris Fashion Place	1500 Polaris Parkway Columbus, OH	9.0 miles NE	2001 / N/A	1,579,931	J.C. Penney, Von Maur, Macy’s, Saks 5th Avenue, Sears	90%	$500
Easton Town Center	160 Easton Town Center Columbus, OH	15.0 miles E	1999 / 2004	1,421,923	Barnes & Noble’s, Crate & Barrel, Macy’s, Nordstrom	95%	$400
Eastland Mall	2740 South Hamilton Road Columbus, OH	18.0 miles SE	1968 / 2005	999,189	J.C. Penney, Macy’s, Sears	52%	$268

Source: Appraisal.

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MSBAM 2013-C11 The Mall at Tuttle Crossing

Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at The Mall at Tuttle Crossing Property:

Cash Flow Analysis
	2010	2011	2012	UW	UW PSF
Gross Potential Rental Income	$14,108,997	$14,034,565	$13,827,162	$16,209,716	$42.10
Adjustments to Contracted Rent	$0	$0	$0	($1,854,441)	($4.82)
Percentage Rent	$57,372	$90,050	$158,809	$53,000	$0.14
Expense Reimbursements	$9,205,972	$9,055,482	$8,975,483	$10,301,507	$26.75
Temporary Tenants	$1,754,016	$1,724,017	$1,815,381	$1,782,292	$4.63
Other Income	$270,427	$297,433	$144,015	$202,717	$0.53
Less Vacancy & Credit Loss	$162,231	($106,456)	($34,511)	($3,124,498)	(12.64%)
Effective Gross Income	$25,559,015	$25,095,091	$24,886,339	$23,570,293	$61.21
Total Operating Expenses	$7,337,286	$7,172,148	$7,103,526	$6,971,755	$18.11
Net Operating Income	$18,221,729	$17,922,943	$17,782,813(1)	$16,598,538	$43.11
TI/LC	$0	$0	$0	$580,963	$1.51
Capital Expenditures	$0	$0	$0	$161,724	$0.42
Net Cash Flow	$18,221,729	$17,922,943	$17,782,813	$15,855,851	$41.18
Occupancy %	98.3%	94.9%	96.1%	94.9%(2)
NOI DSCR	2.68x	2.64x	2.62x	2.44x
NCF DSCR	2.68x	2.64x	2.62x	2.34x
NOI Debt Yield	14.6%	14.3%	14.2%	13.3%
NCF Debt Yield	14.6%	14.3%	14.2%	12.7%
Average Annual Rent PSF(3)	$36.64	$36.45	$35.91

(1) The Mall at Tuttle Crossing Mortgage Loan sponsor reported trailing twelve months ended June 30, 2013 NOI of $17,606,668 at The Mall at Tuttle Crossing Property.

(2) Occupancy as of April 9, 2013.

(3) Average Annual Rent PSF is based on historical financials and end of year property occupancy rates.

Escrows and Reserves. During a Reserve Period (as defined below), The Mall at Tuttle Crossing Borrower is required to deposit 1/12th of the estimated taxes monthly and 1/12th of the estimated insurance premiums monthly (unless The Mall at Tuttle Crossing Property is part of a “blanket policy” acceptable to the lender), $20,906 for TI/LC reserves monthly (the total TI/LC reserve is capped at $752,628) and $13,477 for replacement reserves monthly (the total replacement reserves is capped at $323,448). A “Reserve Period” will generally commence when the debt service coverage ratio for the immediately preceding four quarters is less than 1.50x for two consecutive quarters and end on the date the debt service coverage ratio equals or exceeds 1.50x for two consecutive quarters.

Lockbox and Cash Management.A hard lockbox is in place with respect to The Mall at Tuttle Crossing Mortgage Loan. The Mall at Tuttle Crossing Mortgage Loan has springing cash management.  Provided a Cash Sweep Period (as defined below) has not commenced, funds in the lockbox account are swept daily to an account designated by The Mall at Tuttle Crossing Borrower. The Mall at Tuttle Crossing Borrower will be required to deposit all excess cash with respect to The Mall at Tuttle Crossing Mortgage Loan to be held by the lender as additional security for The Mall at Tuttle Crossing Mortgage Loan during a Cash Sweep Period.

A “Cash Sweep Period” will generally commence on the earlier of (i) the date upon which the debt service coverage ratio for the immediately preceding four quarters is less than 1.25x for two consecutive quarters or (ii) the continuance of an event of default. A Cash Sweep Period will generally end when the debt service coverage ratio for the immediately preceding four quarters equals or exceeds 1.25x for the immediately preceding two quarters or when the applicable default is cured.

Property Management.The Mall at Tuttle Crossing Property is managed by Simon Management Associates II, LLC, an affiliate of The Mall at Tuttle Crossing Borrower.

Mezzanine Loan and Preferred Equity. Not permitted.

Secured Indebtedness (not including trade debts).The Mall at Tuttle Crossing Companion Loan was originated on or behalf of Bank of America, National Association on April 30, 2013 and is evidenced by one (1) note (Note A-1) with an original and Cut-off Date Balance of $30,000,000. The current holder of the Mall at Tuttle Crossing Companion Loan is Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10. The note evidencing The Mall at Tuttle Crossing Companion Loan accrues interest at the same rate as The Mall at Tuttle Crossing Mortgage Loan. The Mall at Tuttle Crossing Mortgage Loan is entitled to payments of principal and interest on a pro rata and pari passu basis with The Mall at Tuttle Crossing Companion Loan, as and to the extent described under “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs—The Mall at Tuttle Crossing Loan Pair” in the Free Writing Prospectus. The holders of The Mall at Tuttle Crossing Mortgage Loan and the Mall at Tuttle Crossing Companion Loan have entered into an agreement between note holders which sets forth the allocation of collections on The Mall at Tuttle Crossing Loan Pair. The Mall at Tuttle Crossing Mortgage Loan will generally represent the controlling interest in The Mall at Tuttle Crossing Loan Pair and The Mall at Tuttle Crossing Loan Pair will be serviced pursuant to terms of the pooling and servicing agreement for this transaction. See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs—The Mall at Tuttle Crossing Loan Pair” in the Free Writing Prospectus.

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MSBAM 2013-C11 The Mall at Tuttle Crossing

Release of Property.  Provided no event of default has occurred and is continuing, The Mall at Tuttle Crossing Borrower is permitted to (i) make transfers of immaterial or non-income producing portions of The Mall at Tuttle Crossing Property to governmental authorities for dedication or public use, including, without limitation, portions of The Mall at Tuttle Crossing Property’s “ring road,” (ii) make transfers of such parcels to third parties or affiliates of The Mall at Tuttle Crossing Borrower, including, owners of out parcels and department store pads, pads for office buildings, hotels or other properties for certain and (iii) dedicate portions of The Mall at Tuttle Crossing Property or grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business; subject to the satisfaction of certain requirements and conditions set forth in The Mall at Tuttle Crossing Mortgage Loan documents.

Terrorism Insurance.  The Mall at Tuttle Crossing Borrower is required pursuant to The Mall at Tuttle Crossing Mortgage Loan documents to maintain (or cause to be maintained) insurance against loss for acts of terrorism with respect to The Mall at Tuttle Crossing Property.

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III-21

MSBAM 2013-C11 Matrix Corporate Center

Mortgage Loan No. 3 – Matrix Corporate Center

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MSBAM 2013-C11 Matrix Corporate Center

Mortgage Loan No. 3 – Matrix Corporate Center

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MSBAM 2013-C11 Matrix Corporate Center

Mortgage Loan No. 3 – Matrix Corporate Center

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		BANA			Single Asset / Portfolio:	Single Asset
Credit Assessment: (Fitch/Moody’s/Morningstar)		NR/NR/NR			Property Address:	39 Old Ridgebury Road Danbury, CT 06810
Original Balance:		$85,000,000			General Property Type:	Office
Cut-off Date Balance:		$85,000,000			Detailed Property Type:	Suburban
% of Initial Pool Balance:		9.9%			Net Rentable Area:	1,046,701 SF
Loan Purpose:		Refinance			Cut-off Date Balance Per Unit/SF:	$81
Borrower Name(s):		Gera Danbury LLC			Balloon / ARD Balance Per Unit/SF:	$75
Sponsor(s):		Glen Nelson			Year Built / Year Renovated:	1978 / 2010
Mortgage Rate:		4.610%			Title Vesting:	Fee
Note Date:		7/16/2013			Property Manager:	Matrix Equities, Inc.
First Payment Date:		9/1/2013
Anticipated Repayment Date:		NAP			Underwriting and Financial Information
Maturity Date:		8/1/2018			UW Revenues:	$17,825,567
IO Period:		None			UW Expenses:	$7,210,184
Original Term to Maturity or ARD:		60 months			UW NOI:	$10,615,383
Seasoning:		0 months			UW NCF:	$8,847,446
Original Amortization Term:		360 months			UW NOI DSCR:	2.03x
Loan Amortization Type:		Amortizing			UW NCF DSCR:	1.69x
Interest Accrual Basis:		Actual/360			UW NOI Debt Yield:	12.5%
Prepayment Provisions:		LO (24); DEF (33); O (3)			UW NCF Debt Yield:	10.4%
Lockbox / Cash Management:		Hard / Springing			UW NCF Debt Yield at Maturity:	11.3%
Pari Passu Mortgage Debt:		None			Most Recent NOI (As of):	$10,194,133 (12/31/2012)
Subordinate Mortgage Debt:		None			2nd Most Recent NOI (As of):	$9,680,433 (12/31/2011)
Mezzanine Debt:		Future			3rd Most Recent NOI (As of):	$7,370,924 (12/31/2010)
Reserves(1)					Appraised Value:	$126,000,000
Type	Initial		Monthly	Cap	Appraisal As-of Date:	6/26/2013
RE Tax:	$222,993		$111,497	NAP	Cut-off Date LTV Ratio:	67.5%
Insurance:	$0		Springing	NAP	LTV Ratio at Maturity/ARD:	61.9%
Recurring Replacements:	$2,685,000		$35,000	NAP	Occupancy Rate (As of):	72.1% (6/6/2013)
TI/LC:	$5,000,000		$130,851	NAP	2nd Most Recent Occupancy (As of):	67.9% (12/31/2012)
Deferred Maintenance:	$198,214		$0	NAP	3rd Most Recent Occupancy (As of):	67.8% (12/31/2011)
Other(2):	$3,675,000		$0	NAP

(1) See “—Escrows and Reserves” below for further discussion of reserve requirements.

(2) The Matrix Corporate Center Borrower deposited $2,100,000 at closing for tenant improvements and leasing commission related to Praxair, $1,500,000 for a leasing holdback reserve and $75,000 for an environmental reserve as described under “—Escrows and Reserves” below.

Matrix Corporate Center Mortgage Loan.

The Mortgage Loan.  The third largest mortgage loan (the “Matrix Corporate Center Mortgage Loan”) is a refinance loan evidenced by a note in the original principal amount of $85,000,000 and is secured by a first priority fee mortgage encumbering an office property known as Matrix Corporate Center located in Danbury, Connecticut (the “Matrix Corporate Center Property”). The proceeds of the Matrix Corporate Center Mortgage Loan were used to refinance the previous loan secured by the Matrix Corporate Center Property, which had an existing balance of approximately $70.1 million, and to fund on-going tenant improvements, leasing commissions and capital expenditures. The Matrix Corporate Center Borrower has a total cost basis of approximately $98.5 million.

The Matrix Corporate Center Mortgage Loan had an initial term of 60 months and has a remaining term of 60 months, with a maturity date of August 1, 2018. The Matrix Corporate Center Mortgage Loan requires payments of principal and interest for the entire term. Defeasance with direct, non-callable obligations of the United States of America (or other non-callable government securities or other non-callable instruments that will not cause the trust to lose its REMIC status and, in each case, will not result in a downgrade or withdrawal of the ratings for the MSBAM Series 2013-C11 Certificates) is permitted at any time on or after the first due date following the second anniversary of the securitization closing date. The Matrix Corporate Center Mortgage Loan is open to prepayment at par during the final two months of the loan term.

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MSBAM 2013-C11 Matrix Corporate Center

The Borrower and the Sponsor.  The Matrix Corporate Center Borrower is Gera Danbury LLC, a special purpose bankruptcy remote entity with two independent directors (the “Matrix Corporate Center Borrower”). Gera Danbury LLC is wholly owned by Matrix Connecticut, LLC, which in turn is 100% owned by Glen Nelson, the sponsor and recourse carve-out guarantor.

The Matrix Corporate Center Mortgage Loan sponsor is Glen Nelson, Chairman and Chief Executive Officer of the Matrix Realty Group. Founded in 1993 by Glen Nelson, the Matrix Realty Group is a privately held real estate investment firm focused on acquiring, developing and managing unique properties. The Matrix Realty Group’s United States assets include approximately 6 million SF of space appropriated evenly between commercial and multifamily holdings.

The Mortgaged Property.  The Matrix Corporate Center Property is a four-story, class “A” suburban office building complex containing 1,046,701 SF located in Danbury, Fairfield County, Connecticut. The Matrix Corporate Center Property was constructed in 1978 by Union Carbide and acquired by the Matrix Realty Group in 2009. The Matrix Corporate Center Property is situated in the southwestern sector of Connecticut at 39 Old Ridgebury Road within close proximity to Interstate 84, which provides access to New York to the west and Massachusetts to the east, and to Interstate 95 and State Routes 7 and 8, which connects to the Merritt Parkway (CT Route 15).

As of June 6, 2013, The Matrix Corporate Center Property was 72.1% occupied by approximately 27 tenants. The historical occupancy at the Matrix Corporate Center Property was 67.9% as of December 31, 2012, 67.8% as of December 31, 2011 and 63.3% as of December 31, 2010. Amenities at the Matrix Corporate Center Property include two parking garages with a total of 2,700 spaces, a fitness center, conference and event facility, full-service cafeteria, on-site dry cleaner/tailor, barber, coffee shop, convenience store and recreational space, along with a meeting and banquet facility that is utilized by in-house tenants as well as the general public.

Major Tenants.

Boehringer Ingelheim (327,095 SF, 31.3% of NRA, 46.1% of underwritten base rent). Boehringer Ingelheim occupies 327,095 SF at the Matrix Corporate Center Property under a ten-year lease expiring on December 31, 2022, with two, five-year renewal options. The lease provides for a rental rate of $23.00 PSF. Boehringer Ingelheim has lease contraction options associated with its space on floors 1 through 4 in E Pod and F Pod effective November 30, 2014, with nine months’ notice and without payment of penalty or premium. Founded in 1885 and headquartered in Ingelheim, Germany, Boehringer Ingelheim is one of the world’s 20 leading pharmaceutical companies and is privately-owned. Boehringer Ingelheim researches, develops, manufactures and markets therapies globally through its 140 affiliates. Boehringer Ingelheim is unrated. As of the fiscal year end 2012, Boehringer Ingelheim reported revenue of approximately €14.7 billion and operating income of approximately €1.9 billion.

Praxair (203,284 SF, 19.4% of NRA, 24.7% of underwritten base rent). Praxair (NYSE: PX) occupies 203,284 SF at the Matrix Corporate Center Property under a ten-year lease expiring on December 31, 2016, with two, five-year renewal options. The lease provides for a rental rate of $19.83 PSF. Praxair produces, sells and distributes atmospheric, process and specialty gases, and high-performance surface coatings. Founded in 1907 and headquartered in the Matrix Corporate Center Property, Praxair, Inc. is the largest industrial gas supplier in North and South America, with operations in Asia and Europe. Praxair manufactures and distributes its products through a network of hundreds of production plants, pipeline complexes distribution centers and delivery vehicles. As of the fiscal year end 2012, Praxair reported revenue of approximately $11.3 billion and net income of approximately $1.7 billion. Praxair is currently rated “A2” by Moody’s and “A” by S&P.

Guideposts (54,186 SF; 5.2% of NRA, 6.5% of underwritten base rent). Guideposts occupies 54,186 SF at Matrix Corporate Center Property under a ten-year lease expiring on June 30, 2021, with one, five-year renewal option. The lease provides for a rental rate of $19.67 PSF. The tenant has a lease termination option effective on the first day of the 8th lease year, with nine months notice and payment of applicable cancellation fees equal to prorated portions of the lessor’s leasing cost. In addition, Guideposts has the option to give back up to 10% of the leased area of the premises, effective on a date between the 5th and 6th anniversaries of the rent commencement, with 12 months’ notice. Founded in 1945 and headquartered at the Matrix Corporate Center Property, Guideposts is a Christian-faith based non-profit organization.Guideposts publishes five magazines that have a combined paid circulation of close to 4.5 million. The organization’s flagship publication, Guideposts magazine, is among the top 30 largest magazines in the United States with a circulation of approximately 2.3 million.

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MSBAM 2013-C11 Matrix Corporate Center

The following table presents a summary regarding major tenants at the Matrix Corporate Center Property:

Tenant Summary(1)
Tenant Name	Credit Rating (Fitch/Moody’s /S&P)(2)	Tenant S)	Approx. % of Collateral SF	Annualized Underwritten Base Rent ($)	% of Total Annualized Underwritten   Base Rent	Annualized Underwritten Base Rent ($ Per NRSF)(3)	Lease Expiration
Major Tenants
Boehringer Ingelheim	NR / NR / NR	327,095	31%	$7,523,185	46%	$23.00	12/31/2022
Praxair	NR / A2 / A	203,284	19%	$4,030,657	25%	$19.83	12/31/2016
Guideposts	NR / NR / NR	54,186	5%	$1,065,838	7%	$19.67	6/30/2021
General Motors	BB+ / Ba1 / BB+	26,874	3%	$606,102	4%	$22.55	2/28/2018
Odyssey Logistics	NR / NR / NR	22,661	2%	$408,300	3%	$18.02	2/28/2018
Subtotal / Wtd. Avg.		634,100	61%	$13,634,082	84%	$21.50
Other Tenants		122,437	12%	$2,678,121	16%	$21.87
Vacant Space		290,164	28%	$0	0%	$0.00
Collateral – Total / Wtd. Avg.		1,046,701	100%	$16,312,203	100%	$21.56

(1) Information is based on the underwritten rent roll.

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

(3) Total Annualized Underwritten Base Rent ($ per NRSF) excludes vacant space.

The following table presents certain information relating to the lease rollover at the Matrix Corporate Center Property:

Lease Rollover Schedule(1)(2)
Year	# of Leases Rolling	SF Rolling	Avg. Underwritten Base Rent PSF Rolling(3)	Approx. % of Total SF Rolling	Approx. Cumulative % of SF Rolling	Total Underwritten Base Rent Rolling	Approx. % of Total Base Rent  Rolling	Approx. Cumulative % of Total Base Rent   Rolling
MTM	8	23,309	$21.81	2%	2%	$508,295	3%	3%
2013	0	0	$0.00	0%	2%	$0	0%	3%
2014	4	15,959	$13.99	2%	4%	$223,250	1%	4%
2015	1	12,500	$20.73	1%	5%	$259,126	2%	6%
2016	9	234,965	$20.40	22%	27%	$4,792,927	29%	35%
2017	0	0	$0.00	0%	27%	$0	0%	35%
2018	4	49,535	$20.48	5%	32%	$1,014,402	6%	42%
2019	1	6,500	$22.66	1%	33%	$147,290	1%	43%
2020	1	4,143	$22.81	0%	33%	$94,500	1%	43%
2021	3	54,186	$19.67	5%	38%	$1,065,838	7%	50%
2022	1	327,095	$23.00	31%	70%	$7,523,185	46%	96%
2023 & Beyond	2	28,345	$24.11	3%	72%	$683,390	4%	100%
Vacant	0	290,164	$0.00	28%	100%	$0	0%	100%
Total / Wtd. Avg.	34	1,046,701	$21.56	100%		$16,312,203	100%

(1) Information is based on the underwritten rent roll.

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

(3) Weighted Average Underwritten Base Rent PSF Rolling excludes vacant space.

III-26

MSBAM 2013-C11 Matrix Corporate Center

The Market.  The Matrix Corporate Center Property is located in Danbury, Fairfield County, Connecticut within the Bridgeport-Stamford-Norwalk metropolitan statistical area (“MSA”). The Matrix Corporate Center Property is situated in the southwestern sector of Connecticut at 39 Old Ridgebury Road, within close proximity to Interstate 84, which provides access to New York to the west and Massachusetts to the east, and to Interstate 95 and State Routes 7 and 8, which connects to the Merritt Parkway (CT Route 15).

Fairfield County had an estimated 2013 population of 936,341 and an estimated 2013 median household income of $75,366. As of April 2013, the unemployment rate in Fairfield County was approximately 7.1%, compared to the April 2013 Connecticut unemployment rate of approximately 7.8%. The 2013 estimated population within a one-, three- and, five-mile radius of the Matrix Corporate Center Property was 2,748; 27,077 and 92,455, respectively. The 2013 estimated average household income within a one-, three- and, five-mile radius of the Matrix Corporate Center Property was $109,168; $105,210 and $93,375, respectively. As of the first quarter in 2013, Class A office properties in Danbury had a vacancy rate of 20.2% and an average asking rental rate of $25.37 PSF.

The following table presents certain rental comparable information to the Matrix Corporate Center Property:

Summary of Comparable Office Rentals
Property Name and Location	Year Built	Occ.	NRA (SF)	Tenant Name	Lease Area (SF)	Lease Date	Lease Term	Base Rent (PSF)	Improvements (PSF)	Escalations
Lee Farm Corporate Center 83 Wooster Heights, Danbury, CT	1988	73%	213,446	GE Capital – Renewal ClearStructure – Renewal IMS Health Navigators Group	66,633 6,354 25,000 3,400	Nov-12 Mar-12 Sep-11 Jun-11	3.0 Yrs. 5.5 Yrs. 5.0 Yrs. 5.3 Yrs.	$22.15 $21.75 $22.50 $22.00	$0.00 $0.00 $35.00 $0.00	3%/yr $0.50/yr None $0.50/yr
AAA Motor Club 93 Lake ext., Danbury, CT	2002	71%	39,500	Wells Fargo & Company	15,156	May-12	5.0 Yrs.	$20.50	$30.00	$0.50/yr
44 Old Ridgebury 44 Old Ridgebury, Danbury, CT	1989	40%	126,107	Armored Auto Group Fox Rehab RMI Direct Marketing	18,819 725 10,605	Dec-12 Dec-12 Dec-11	7.0 Yrs. 1.8 Yrs. 7.3 Yrs.	$20.00 $23.50 $18.00	$30.00 $0.00 $30.00	No None $0.50/yr
One Plaza West 100 Mill Plain Road, Danbury, CT	1982	82%	89,705	Sportography Metro Energy Solutions Energy USA	3,881 6,549 5,896	Mar-12 Jun-09 May-08	5.0 Yrs. 8.2 Yrs. 5.0 Yrs.	$22.00 $21.50 $23.00	$0.00 $0.00 $5.00	None 0 0

Source: Appraisal.

III-27

MSBAM 2013-C11 Matrix Corporate Center

Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Matrix Corporate Center Property:

Cash Flow Analysis
	2010	2011	2012	UW	UW PSF
Gross Potential Rental Income	$15,474,938	$15,044,043	$15,567,503	$22,967,727	$21.94
Expense Reimbursements	$0	$1,449,691	$1,620,755	$1,358,465	$1.30
Other Income	$261,836	$899,549	$202,054	$230,000	$0.22
Less Vacancy & Credit Loss	$0	$0	$0	($6,730,625)	(29.30%)
Effective Gross Income	$15,736,774	$17,393,283	$17,390,312	$17,825,567	$17.03
Total Operating Expenses	$8,365,850	$7,712,850	$7,196,179	$7,210,184	$6.89
Net Operating Income	$7,370,924	$9,680,433	$10,194,133	$10,615,383	$10.14
TI/LC	$0	$0	$0	$1,558,575	$1.49
Capital Expenditures	$0	$0	$0	$209,362	$0.20
Net Cash Flow	$7,370,924	$9,680,433	$10,194,133	$8,847,446	$8.45
Occupancy %	63.3%	67.8%	67.9%	72.1%(1)
NOI DSCR	1.41x	1.85x	1.95x	2.03x
NCF DSCR	1.41x	1.85x	1.95x	1.69x
NOI Debt Yield	8.7%	11.4%	12.0%	12.5%
NCF Debt Yield	8.7%	11.4%	12.0%	10.4%

(1) Occupancy as of June 6, 2013.

Escrows and Reserves. The Matrix Corporate Center Borrower deposited $222,993 in escrow for annual real estate taxes at loan origination and is required to escrow $111,497 monthly. The Matrix Corporate Center Borrower is required to deposit 1/12 of the estimated insurance premiums monthly (if the Matrix Corporate Center Property is no longer part of a “blanket policy” acceptable to the lender). The Matrix Corporate Center Borrower deposited $2,685,000 in escrow for recurring replacements at loan origination and is required to escrow $35,000 monthly. Additionally, the Matrix Corporate Center Borrower deposited $5,000,000 and $2,100,000 in escrow for general and Praxair-specific tenant improvements and leasing commissions at loan origination, respectively, and is required to escrow $130,851 monthly (or $100,319 if the BI Giveback Expiration Event (as defined in the Matrix Corporate Center Mortgage Loan agreement) with respect to tenant Boehringer Ingelheim has occurred). The Matrix Corporate Center Borrower also deposited $198,214 in escrow for deferred maintenance at loan origination. The Matrix Corporate Center Borrower deposited $1,500,000 for a leasing holdback reserve related to the tenants New Oak ($750,000) and Macromark ($750,000) and $75,000 in an environmental reserve for ground water monitoring. Provided that a Cash Sweep Period (as defined below) is not then occurring for any other reason, then during the continuation of a Praxair Sweep Period (as defined below), all excess cash must be collected and included with the tenant improvement and leasing commissions escrow for the Praxair tenant.

A “Cash Sweep Period” will generally commence on the earlier of (i) the occurrence of an event of default; (ii) the date upon which the debt service coverage ratio for the immediately preceding two quarters is less than 1.20x; and (iii) the commencement of a Praxair Sweep Period (as defined below). A Cash Sweep Period will generally end on the date the debt service coverage ratio equals or exceeds 1.25x for the immediately preceding two quarters or the date and that related event of default has been cured.

A “Praxair Sweep Period” will generally commence on the (i) occurrence of the date which is twelve months prior to the expiration of the term of the Praxair Lease and (ii) the failure of Praxair to exercise Praxair’s option to renew the term of its lease. A Praxair Sweep Period will generally end upon the earliest of (i) lender’s receipt of evidence satisfactory to the lender that Praxair has renewed or extended the term of its lease; (ii) the Matrix Corporate Center Borrower has re-leased the Praxair space to one or more replacement tenants on terms and conditions that are satisfactory to the lender and such replacement tenant is occupying the Praxair space and paying rent , each as evidenced by an estoppels certificate acceptable to the lender; or (iii) the date on which for (a) the amount on deposit in the Praxair TI/LC reserve account is be equal to at least $6,098,250 and (b) the debt service coverage ratio equals or exceeds 1.20x.

Lockbox and Cash Management.A hard lockbox is in place with respect to the Matrix Corporate Center Mortgage Loan. The Matrix Corporate Center Mortgage Loan has springing cash management. Provided a Cash Sweep Period has not commenced, funds in the lockbox account are swept daily to an account designated by the Matrix Corporate Center Borrower. The Matrix Corporate Center Borrower will be required to deposit all excess cash with respect to the Matrix Corporate Center Mortgage Loan to be held by the lender as additional security for the Matrix Corporate Center Mortgage Loan during a Cash Sweep Period.

Property Management.The Matrix Corporate Center Property is managed by Matrix Equities, Inc., an affiliate of the Matrix Corporate Center Borrower.

Mezzanine Loan and Preferred Equity. At any time after the date upon which the executed Cartus Corporation Lease has been received, the Matrix Corporate Center Mortgage Loan documents permit future mezzanine debt subject to various conditions including, but not limited to: (i) the combined debt service coverage ratio for the Matrix Corporate Center Mortgage Loan and the mezzanine loan on the date the mezzanine debt is incurred is not less than 1.60x; (ii) the combined loan-to-value ratio of the Matrix Corporate Center Mortgage Loan and the mezzanine debt does not exceed 75% and (iii) the debt yield is not less than 10%.

Secured Indebtedness (not including trade debts).Not permitted.

III-28

MSBAM 2013-C11 Matrix Corporate Center

Release of Property.  The Matrix Corporate Center Borrower may obtain a release of the lien of the mortgage with respect to a certain 25 acre unimproved, non-income producing, non-material portion of the Matrix Corporate Center Property (the “Designated Outparcel”) as well as certain other unimproved, non-income producing, non-material portions of the Matrix Corporate Center Property including parking areas and/or easements for utilities or similar purposes: (1) provided that such release does not materially impair the utility and operation of or have a material adverse effect on the value, current use or operation the remaining Matrix Corporate Center Property and, solely with respect to the release of the Designated Outparcel, receipt by the mortgagee of a restrictive covenant encumbering the Designated Outparcel that runs with the land which prohibits the development by any successor owner of the Designated Outparcel of a full service gaming casino facility so long as the Matrix Corporate Center Mortgage Loan is outstanding and (2) subject to certain conditions set forth in the Matrix Corporate Center Mortgage Loan agreement including, but not limited to, that no such release will be permitted unless, immediately after the release, either: (i) the ratio of the unpaid principal balance of the Matrix Corporate Center Mortgage Loan to the appraised value of the Matrix Corporate Center Property is equal to or less than 125% or (ii) Matrix Corporate Center Borrower pays down principal balance by the least of the following amounts (a) an amount equal to the net proceeds or other compensation paid by a governmental authority in connection with a transfer of unimproved, non-income producing portions of the Matrix Corporate Center Property to governmental authorities for dedication or public use, (b) fair market value of release parcel or (c) amount so that the loan-to-value ratio does not increase after such release.

Terrorism Insurance.  The Matrix Corporate Center Borrower is required pursuant to the Matrix Corporate Center Mortgage Loan documents to maintain (or cause to be maintained) insurance against loss for acts of terrorism with respect to the Matrix Corporate Center Property.

III-29

MSBAM 2013-C11  Southdale Center

Mortgage Loan No. 4 – Southdale Center

III-30

MSBAM 2013-C11  Southdale Center

Mortgage Loan No. 4 – Southdale Center

III-31

MSBAM 2013-C11  Southdale Center

Mortgage Loan No. 4 – Southdale Center

III-32

MSBAM 2013-C11  Southdale Center

Mortgage Loan No. 4 – Southdale Center

III-33

MSBAM 2013-C11  Southdale Center

Mortgage Loan No. 4 – Southdale Center

III-34

MSBAM 2013-C11  Southdale Center

Mortgage Loan No. 4 – Southdale Center

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		MSMCH			Single Asset/Portfolio:	Single Asset
Credit Assessment: (Fitch/Moody’s/Morningstar)		NR/NR/NR			Property Address:	10 Southdale Center Edina, MN 55435
Original Balance(1):		$55,000,000			General Property Type:	Retail
Cut-off Date Balance(1):		$55,000,000			Detailed Property Type:	Regional Mall
% of Initial Pool Balance(1):		6.4%			Net Rentable Area(3):	634,880 SF
Loan Purpose:		Refinance			Cut-off Date Balance Per Unit/SF(1):	$244
Borrower Name(s):		Southdale Center, LLC			Balloon/ARD Balance Per Unit/SF(1):	$205
Sponsor(s):		Simon Property Group, L.P.			Year Built / Year Renovated:	1956 / 2012
Mortgage Rate:		3.844%			Title Vesting:	Fee
Note Date:		3/14/2013			Property Manager:	Simon Management Associates II, LLC
First Payment Date:		5/1/2013
Anticipated Repayment Date:		NAP			Underwriting and Financial Information
Maturity Date:		4/1/2023			UW Revenues:	$24,361,986
IO Period:		24 months			UW Expenses:	$10,187,479
Original Term to Maturity or ARD:		120 months			UW NOI:	$14,174,507
Seasoning:		4 months			UW NCF:	$13,272,884
Original Amortization Term:		360 months			UW NOI DSCR(1):	1.63x
Loan Amortization Type:		Partial IO			UW NCF DSCR(1):	1.52x
Interest Accrual Basis:		Actual/360			UW NOI Debt Yield(1):	9.1%
Prepayment Provisions:		LO (28); DEF (85); O (7)			UW NCF Debt Yield(1):	8.6%
Lockbox / Cash Management:		Hard / Springing			UW NCF Debt Yield at Maturity(1):	10.2%
Pari Passu Mortgage Debt(1):		$100,000,000			Most Recent NOI (As of):	$15,019,892 (3/31/2013 TTM)
Subordinate Mortgage Debt:		None			2nd Most Recent NOI (As of):	$14,692,683 (12/31/2012)
Mezzanine Debt:		None			3rd Most Recent NOI (As of):	$15,937,141 (12/31/2011)
Reserves(2)					Appraised Value:	$251,000,000
Type	Initial		Monthly	Cap	Appraisal As-of Date:	2/25/2013
RE Tax:	$0		Springing	NAP	Cut-off Date LTV Ratio(1):	61.8%
Insurance:	$0		Springing	NAP	LTV Ratio at Maturity/ARD(1):	51.9%
Recurring Replacements:	$0		Springing	$254,352	Occupancy Rate (As of):	87.9% (4/4/2013)
TI/LC:	$2,666,332		Springing	$1,271,766	2nd Most Recent Occupancy (As of):	81.1% (12/31/2012)
					3rd Most Recent Occupancy (As of):	80.2% (12/31/2011)
					4th Most Recent Occupancy (As of):	89.2% (12/31/2010)

(1) The Southdale Center Mortgage Loan is part of the Southdale Center Loan Combination evidenced by two pari passu notes with an aggregate original principal balance of $155,000,000. The Cut-off Date Balance Per Unit/SF, Balloon/ARD Balance Per Unit/SF, UW NOI DSCR, UW NCF DSCR, UW NOI Debt Yield, UW NCF Debt Yield, UW NCF Debt Yield at Maturity, and Cut-off Date LTV Ratio and LTV Ratio at Maturity/ARD numbers presented above are based on the entire $155,000,000 Southdale Center Loan Combination balance.

(2) See “—Escrows and Reserves” below for further discussion of reserve requirements. The reserves are applicable to the entire Southdale Center Loan Combination. The TI/LC Reserve is currently in the form of a Simon Property Group, L.P. guaranty.

(3) The Net Rentable Area includes improvements owned by the borrower and excludes two non-collateral anchor tenant stores totaling approximately 594,697 SF, which are tenant-owned.

The Southdale Center Mortgage Loan

The Mortgage Loan. The fourth largest mortgage loan (the “Southdale Center Mortgage Loan”) is part of a pari passu loan combination (the “Southdale Center Loan Non-Serviced Loan Combination”) evidenced by two pari passu notes in the aggregate principal amount of $155,000,000, both of which are secured by the same first priority fee mortgage encumbering a portion of the regional mall known as Southdale Center Mall in Edina, Minnesota (the “Southdale Center Property”). The Southdale Center Mortgage Loan is evidenced by one pari passu note (Note A-2) with an outstanding principal balance as of the Cut-off Date of $55,000,000. The pari passu note not included in the issuing entity (Note A-1) evidences a related companion loan (the “Southdale Center Non-Serviced Companion Loan”), which has an outstanding balance as of the Cut-off Date of $100,000,000. The Southdale Center Non-Serviced Companion Loan has similar features and terms as the Southdale Center Mortgage Loan and was contributed to the MSBAM 2013-C10 transaction. See “—Secured Indebtedness” below for further details. The proceeds of the Southdale Center Mortgage Loan and the Southdale Center Serviced Companion Loan were used to refinance two previous loans with a combined balance of approximately $152,211,013, which were included in the BACM 2005-1 securitization.

The Southdale Center Mortgage Loan had an initial term of 120 months and has a remaining term of 116 months, with a maturity date of April 1, 2023.

III-35

MSBAM 2013-C11  Southdale Center

The Southdale Center Mortgage Loan requires payments of interest only for the initial 24 months and payments of principal and interest thereafter. Defeasance with non-callable obligations of the United States of America (or other non-callable government securities or other non-callable instruments that will not cause the trust to lose its REMIC status and which, in each case, will not result in a downgrade or withdrawal of the ratings for the MSBAM Series 2013-C11 Certificates) is permitted at any time on or after the first due date following the second anniversary of the closing date of this transaction. The Southdale Center Mortgage Loan is open to prepayment at par during the final six months of the loan term.

The Borrower and the Sponsor.The borrower is Southdale Center, LLC (the “Southdale Center Borrower”), a single-purpose Delaware limited liability company with two independent directors. The Southdale Center Borrower is indirectly majority owned and controlled by Simon Property Group, L.P., a majority owned operating subsidiary of Simon Property Group, Inc. (NYSE: SPG) (“Simon”). Simon Property Group, L.P. is the non-recourse carve-out guarantor. Total liability under the non-recourse carve-out guaranty is capped at $15,500,000.

Simon is a real estate investment trust that engages in the ownership, operation, leasing, management, acquisition, expansion and development of real estate properties consisting primarily of regional malls, premium outlet centers and community shopping centers. Simon is the largest public real estate company in the United States and owns or has an interest in 326 retail real estate properties comprising approximately 241 million SF of gross leasable area in North America, Europe and Asia. Simon was founded in 1960 and is headquartered in Indianapolis, Indiana. As of the fiscal year ended December 31, 2012, Simon reported revenue of approximately $4.9 billion and net income of approximately $1.7 billion. Simon is currently rated “A-” by Fitch, “Baa1” by Moody’s and “A” by S&P.

The Mortgaged Property. The Southdale Center Property consists of a 634,880 SF of in-line space, food court space, and kiosk space within the approximately 1,229,577 SF Southdale Center Mall, a super-regional mall in Edina, Minnesota. The Southdale Center Property is located approximately seven miles southeast of the Minneapolis CBD and, along with The Galleria, is one of two primary shopping destinations in the market. The Southdale Center Mall is anchored by Macy’s, JC Penney, Herberger’s, and Marshall’s and includes a 16-screen American Multi-Cinema movie theater. The Macy’s and JC Penney stores, which total approximately 594,697 SF, are owned by their respective tenants and are not collateral for the Southdale Center Mortgage Loan. The Southdale Center Mall opened in 1956 as an approximately 800,000 SF center and has been expanded and renovated multiple times. The most recent renovation took place in 2012 at a cost of approximately $31.1 million and included construction of a new second floor food court, as well as a renovation of the new Herberger’s store.

In addition to the anchor and major tenants and the theater, the Southdale Center Property contains approximately 71 occupied in-line stores, including eight temporary tenants, four kiosks, four food court tenants and 1,108 SF of storage space. There is approximately 76,499 SF of in-line vacancy. In addition to the collateral and non-collateral anchor stores and the theater listed above, there is a 19,374 SF H&M store at the Southdale Center Property. The Southdale Center Mall in its entirety has 6,660 surface and garage parking spaces, for a total parking ratio of 5.4 spaces per 1,000 SF of total GLA, including the non-collateral anchor tenant spaces.

As of April 4, 2013, the Southdale Center Property was 87.9% leased. The Southdale Center Mall, including both collateral and non-collateral space, was 93.8% leased or otherwise occupied. Comparable in-line store sales, representing 175,844 SF, as of the trailing 12 months ended February 28, 2013, were approximately $592 PSF, including sales at the 7,968 SF Apple store. Excluding the Apple store, the average sales for the period were approximately $426 PSF over 167,876 SF. The trailing 12-month average occupancy cost for these tenants was 14.6%, excluding the Apple store. The reported year end 2012 in-line comparable sales were approximately $422 PSF, excluding the Apple store. 2011 and 2010 in-line comparable sales, excluding the Apple store, were approximately $401 and $411 PSF, respectively.

Collateral Anchor and Major Tenants.

Herberger’s (143,608 SF, 23% of NRA, 6% of underwritten base rent). Carson Pirie Scott II, Inc. (“Carson”) leases 143,608 SF at the Southdale Center Property and operates the space as a Herberger’s Department Store. The lease began on November 9, 2011 and has a current expiration date of January 31, 2027, with three five-year lease renewal options. Carson is a subsidiary of Bon-Ton Stores, Inc. (NASDAQ: BONT). At the time of its 2012 annual report, Bon-Ton Stores, Inc. operated 272 stores in 24 states under various name brands, including Herberger’s.

American Multi-Cinema Theaters (80,927 SF, 13% of NRA, 15% of underwritten base rent). American Multi-Cinema, Inc. (“AMC”) leases land at the Southdale Center Property, upon which is built an 80,927 SF, 16-screen movie-theater. The lease began on November 9, 2001 and has a current expiration date of December 31, 2021, with four five-year lease renewal options. As of December 31, 2012, AMC had interests in 344 theaters with 4,988 screens across the United States.

Marshall’s (43,533 SF, 7% of NRA, 4% of underwritten base rent). Marshalls of Richfield MN., Inc. (“Marshall’s”) leases 43,533 SF at the Southdale Center Property. The lease began on October 4, 1993 and has a current expiration date of January 31, 2014. Marshall’s is a subsidiary of the TJX Companies, Inc. (NYSE: TJX) and, as of the end of 2012 operated 904 Marshall’s apparel stores. As of the end of 2012, TJX operated more than 3,000 stores in six countries under various brand names, including Marshall’s.

H&M (19,374 SF, 3% of NRA, 6% of underwritten base rent). H&M Hennes & Mauritiz, L.P. (“H&M”) leases 19,374 SF at the Southdale Center Property. The lease began on October 22, 2009 and has a current expiration date of January 31, 2020, with one five-year lease renewal option. If the tenant fails to attain adjusted gross sales during the 4th year of the lease term in an amount equal to $5,375,975, the tenant may terminate the lease by 60 days written notice, with such termination effective one year after delivery of such notice. At the end of its 2012 financial year, H&M operated 2,776 stores in 48 countries. The company is traded on the OMX Nordic Exchange in Stockholm under the symbol HMB.

III-36

MSBAM 2013-C11  Southdale Center

The following table presents a summary regarding major tenants and the non-collateral anchors at the Southdale Center Property:

Tenant Summary
Tenant Name	Credit Rating (Fitch/Moody’s/ S&P)(1)	Tenant NRSF	Approx .. % of NRSF(2)	Annual Underwritten Base Rent	% of Total Annual Underwritten Rent	Total Annual Underwritten Base Rent (PSF)(3)	Lease Expiration(4)	TTM February 2013 Sales PSF/ Screen(5)	UW   Occupancy   Cost as a   % of Sales
Anchor Tenants
Herberger’s	NR/Caa2/B-	143,608	23%	$845,000	6%	$5.88	1/31/2027	$111	5.6%
Marshall’s	NR/A3/A	43,533	7%	$489,996	4%	$11.26	1/31/2014	$205	15.7%
Subtotal/Wtd. Avg.		187,141	29%	$1,334,996	10%	$7.13
Non-Collateral Anchors
Macy’s	BBB/Baa3/BBB	346,795	NAP	NAP	NAP	NAP	12/31/209920	$203	NAP
JC Penney	B-/Caa1/CCC+	247,902	NAP	NAP	NAP	NAP	2/28/2017	$73	NAP
Subtotal/Wtd. Avg.		594,697
Major Non-Anchor Tenants
AMC	B/B2/B	80,927	13%	$2,007,000	15%	$24.80	12/31/2021	$678,875	25.9%
H&M	NR/NR/NR	19,374	3%	$835,133	6%	$43.11	1/31/2020	$252	18.4%
Subtotal/Wtd. Avg.		100,301	16%	$2,842,133	22%	$28.34
Other Tenants		270,620	43%	$8,956,067	68%	$33.09
Vacant Space		76,818	12%	$0	0%	$0.00
Total		634,880		$13,133,196		$23.53

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

(2) Approximate % of NRSF is based on total collateral NRSF of 634,880 SF. It does not include the Macy’s or JC Penney stores, which are not collateral for the Southdale Center Mortgage Loan.

(3) Total Annual Underwritten Base Rent (PSF) excludes vacant space.

(4) The lease expiration dates for Macy’s and JC Penney represent the current reciprocal easement agreement expiration dates for each respective store. These anchor stores are not collateral for the Southdale Center Mortgage Loan.

(5) The Macy’s and JC Penney stores do not report sales for this location. The above TTM February 2013 Sales PSF attributed to these non-collateral stores are based only on estimates by SPG.

III-37

MSBAM 2013-C11  Southdale Center

The following table presents certain information relating to the lease rollover at the Southdale Center Property:

Lease Rollover Schedule(1)(2)
Year	# of Leases Rolling	SF Rolling	Average Underwritten Base Rent   PSF Rolling(3)	Approx. % of Total SF Rolling	Approx. Cumulative % of SF Rolling	Total Underwritten Base Rent Rolling	Approx. % of Total Base Rent  Rolling	Approx. Cumulative % of Total Base Rent   Rolling
MTM	13	37,284	$15.85	6%	6%	$590,884	4%	4%
2013	0	0	$0.00	0%	6%	$0.00	0%	4%
2014	11	66,884	$20.96	11%	16%	$1,402,104	11%	15%
2015	12	37,070	$33.84	6%	22%	$1,254,436	10%	25%
2016	3	16,671	$39.10	3%	25%	$651,853	5%	30%
2017	3	10,252	$30.80	2%	26%	$315,749	2%	32%
2018	5	12,644	$58.73	2%	28%	$742,641	6%	38%
2019	2	2,197	$34.18	0%	29%	$75,085	1%	38%
2020	3	23,468	$46.08	4%	33%	$1,081,437	8%	47%
2021	3	86,208	$26.32	14%	46%	$2,268,767	17%	64%
2022	13	33,118	$35.82	5%	51%	$1,186,354	9%	73%
2023	15	72,198	$30.69	11%	63%	$2,215,416	17%	90%
2024	3	16,460	$30.59	3%	65%	$503,470	4%	94%
2025	0	0	$0.00	0%	65%	$0	0%	94%
2026 & Beyond	1	143,608	$5.88	23%	88%	$845,000	6%	100%
Vacant	29	76,818	$0.00	12%	100%	$0.00	0%	100%
Total/Wtd. Avg.	116	634,880	$23.53	100%		$13,133,196	100%

(1) The information in the lease rollover schedule is based on the underwritten rent roll.

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

(3) Average Base Rent PSF Rolling excludes vacant space.

The Market. The Southdale Center Property is located in Edina, Hennepin County, Minnesota, approximately seven miles southeast of the Minneapolis CBD, within the Minneapolis/St. Paul CBSA. The CBSA has a population of approximately 3.3 million people. The Southdale Center Property is located within the East Hennepin County/Minneapolis retail submarket, the largest Minneapolis/St. Paul retail submarket with approximately 10.2 million SF, or 30.4% of the region’s retail inventory. As of December 31, 2012, the submarket had a 14.1% overall retail vacancy rate and an average asking rent of $18.81 PSF. Estimated population within a five-mile and seven-mile radius is 285,087 and 518,017, respectively. Below is a chart of primary and secondary competitive shopping centers:

Competitive Property Summary
Property	Center Type	Year Built	Year Renovated	Total GLA (SF)	Anchor Tenants	Sales PSF	Occupancy	Proximity
Galleria (Primary)	Regional	1974	1992	631,675	Gabbert’s Furniture	$550	95%	0.1 miles south
Mall of America (Primary)	Super-Regional	1992	2003	2,769,954	Bloomingdale’s, Macy’s, Nordstrom, Sears, AMC Cinema	$550	97%	4.5 miles southeast
Eden Prairie Center (Primary)	Super-Regional	1976	2002	1,287,436	JC Penney, Von Maur, Kohl’s, Sears, Target, AMC Cinema	$300	99%	5.3 miles southwest
Ridgedale Center (Primary)	Regional	1974	2009	1,039,752	Macy’s, JC Penney, Sears	$500	97%	8.0 miles northwest
Southtown Shopping Center (Secondary)	Community	1959	1990	420,558	Herberger’s, Bed Bath & Beyond, Toys R Us, Dress Barn	NAV	99%	1.8 miles southeast
Burnsville Center (Secondary)	Super-Regional	1977	2001	1,216,980	Macy’s, Sears, JC Penney, Becker Furniture World, Dick’s Sporting Goods	$335	99%	9.5 miles south
Knollwood Mall (Secondary)	Community	1955	2005	464,619	Cub Foods, Kohl’s, TJ Maxx	$270	95%	5.0 miles northwest

Source: Appraisal.

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MSBAM 2013-C11  Southdale Center

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Southdale Center Property:

Cash Flow Analysis
	2010	2011	2012	TTM 3/31/2013	UW	UW PSF
Base Rent(1)	$14,956,515	$14,180,927	$13,313,681	$13,163,032	$13,133,196	$20.69
Temporary Tenant Rents	$1,296,958	$1,203,193	$1,250,935	$1,246,448	$1,041,000	$1.64
Other and Overage Rent	$447,569	$440,771	$425,320	$405,927	$290,000	$0.46
Total Recoveries	$10,607,425	$10,070,823	$9,180,527	$9,435,460	$10,325,000	$16.26
Other Income(2)	$422,167	$402,189	$405,486	$425,156	$476,000	$0.75
Less Vacancy & Credit Loss(3)	$98,692	$79,360	($250,258)	($201,547)	($903,210)	($1.42)
Effective Gross Income	$27,829,326	$26,377,263	$24,325,691	$24,474,476	$24,361,986	$38.37
Total Operating Expenses	$11,197,941	$10,440,122	$9,633,008	$9,454,584	$10,187,479	$16.05
Net Operating Income	$16,631,385	$15,937,141	$14,692,683	$15,019,892	$14,174,507	$22.33
TI/LC	$0	$0	$0	$0	$774,647	$1.22
Capital Expenditures	$0	$0	$0	$0	$126,976	$0.20
Net Cash Flow	$16,631,385	$15,937,141	$14,692,683	$15,019,892	$13,272,884	$20.91
Occupancy %	89.2%	80.2%	81.1%	87.9%	87.9%
NOI DSCR	1.91x	1.83x	1.69x	1.72x	1.63x
NCF DSCR	1.91x	1.83x	1.69x	1.72x	1.52x
NOI Debt Yield	10.7%	10.3%	9.5%	9.7%	9.1%
NCF Debt Yield	10.7%	10.3%	9.5%	9.7%	8.6%

(1) Historical and Underwritten Base Rent includes actual property vacancy. Underwritten Base Rent includes approximately $208,315 of contractual rent increases through July 1, 2013.

(2) Underwritten Other Income includes miscellaneous income.

(3) The underwritten Vacancy and Credit Loss represents the total “mark to market” adjustments applied to underwritten total rent and an $115,107 vacancy adjustment above actual vacancy. Generally, tenants that demonstrate a greater than 20% total occupancy cost are marked down to a total rent equivalent to an approximately 20% occupancy cost. The total “mark to market” adjustment is $788,103. In 2010 and 2011 certain historical bad debt allowances were collected in excess of losses creating a net positive number for the category.

Escrows and Reserves. During the continuance of a Trigger Period (as defined below), the Southdale Center Borrower is required to escrow 1/12th of the annual estimated tax payments monthly and 1/12th of the annual estimated insurance premiums monthly (unless the Southdale Center Borrower maintains insurance under an acceptable blanket insurance policy). The Southdale Center Borrower is also required, during the continuance of a Trigger Period, to make monthly deposits of $10,598 for replacement reserves and $52,990 for TI/LC reserves, provided that such deposits are not required at any time that the amount then on deposit in the replacement reserve exceeds $254,352 or in the TI/LC reserve exceeds $1,271,766. Further, at loan origination, the Southdale Center Borrower was required to deposit in escrow $2,662,332 for identified tenant improvement costs for specified tenants listed on a schedule to the loan agreement, provided that at any time Simon Property Group, L.P. (“Sponsor”) is rated by Moody’s Investors Service, Inc. Baa1 or better, then in lieu of such deposit, Simon Property Group, L.P. can provide a guaranty of  payment of such tenant improvement costs in form acceptable to lender (which guaranty will terminate when Southdale Center Borrower certifies that the outstanding tenant improvement costs are less than $500,000). The guaranty is in place in lieu of a reserve.

Lockbox and Cash Management. A hard lockbox is in place with respect to the Southdale Center Mortgage Loan. The Southdale Center Mortgage Loan has springing cash management. Provided neither a Trigger Period nor a Cash Sweep Period has commenced, funds in the lockbox account are swept daily to an account designated by the Southdale Center Borrower. During the continuance of a Trigger Period, funds in the lockbox account are applied on each monthly payment date to pay debt service on the Southdale Center Mortgage Loan, to fund the required reserves deposits as described above under “—Escrows and Reserves,” and to disburse any excess to Southdale Center Borrower; provided, that if a Cash Sweep Period exists, then a portion of the funds in the lockbox account will be applied to fund an operating expense subaccount up to the amount of lender approved budgeted operating expenses for the next month and the excess funds will be applied first, to fund an extraordinary expense subaccount up to the amount of extraordinary expenses approved by lender for the next month and then, to remit the remainder to an account to be held by the lender as additional security for the Southdale Center Mortgage Loan.

A “Trigger Period” will commence upon the debt service coverage ratio being for two consecutive quarters less than 1.30x for the immediately preceding four calendar quarters and continue until the debt service coverage ratio for the immediately preceding four calendar quarters is equal to or greater than 1.30x for two consecutive quarters.

A “Cash Sweep Period” will commence upon (a) the occurrence of an event of default or (b) the debt service coverage ratio being for two consecutive quarters less than 1.20x for the immediately preceding four calendar quarters and continue until either (1) the event of default is cured or waived or (2) the debt service coverage ratio for the immediately preceding four calendar quarters is equal to or greater than 1.20x for two consecutive quarters.

Property Management. The Southdale Center Property is managed by Simon Management Associates II, LLC, an affiliate of the Southdale Center Borrower.

Secured Indebtedness. The Southdale Center Non-Serviced Companion Loan was originated by MSMCH on March 14, 2013 and is evidenced by one (1) note (Note A-1) with an original and Cut-off Date Balance of $100,000,000. The current holder of the Southdale Center Non-Serviced Companion Loan is Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10. The note evidencing the Southdale Center Non-Serviced Companion Loan accrues interest at the same rate as the Southdale Center Mortgage Loan. The Southdale Center Mortgage Loan is entitled to payments of principal and interest on a pro rata and pari passu basis with the Southdale Center Non-Serviced Companion Loan, as and to the extent described under

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MSBAM 2013-C11  Southdale Center

“DESCRIPTION OF THE MORTGAGE POOL—The Non-Serviced Loan Combination—The Southdale Center Non-Serviced Loan Combination” in the Free Writing Prospectus. The holders of the Southdale Center Mortgage Loan and the Southdale Center Non-Serviced Companion Loan have entered into a co-lender agreement which sets forth the allocation of collections on the Southdale Center Non-Serviced Loan Combination. The Southdale Center Mortgage Non-Serviced Companion Loan will generally represent the controlling interest in the Southdale Center Non-Serviced Loan Combination and the Southdale Center Non-Serviced Loan Combination will be serviced pursuant to terms of the pooling and servicing agreement for the MSBAM 2013-C10 transaction. See “DESCRIPTION OF THE MORTGAGE POOL—The Non-Serviced Loan Combinations—The Southdale Center Non-Serviced Loan Combination” in the Free Writing Prospectus.

Mezzanine Loan and Preferred Equity. Not permitted.

Additional Secured Indebtedness (not including trade debts). Not permitted.

Release of Property. Not permitted, except as described below.

Terrorism Insurance. Generally, the insurance policies maintained by the Southdale Center Borrower are not permitted to contain an exclusion for acts of terrorism with respect to the Southdale Center Property or if the Terrorism Risk Insurance Program Reauthorization Act of 2007 (as amended or restated) is not in effect and such insurance policies contain an exclusion for acts of terrorism, the Southdale Center Borrower will obtain, to the extent available, a stand-alone policy that provides the same coverage as the insurance policies would have if such exclusion did not exist, provided that such stand-alone policy may have a deductible that is reasonable for such stand-alone policy with respect to properties similar to the Southdale Center Property and reasonable for the geographic region where the Southdale Center Property is located, so long as in no event may such deductible exceed $5,000,000.

Expansion, Release and Substitution of Property. Provided no event of default shall has occurred and is continuing, the Southdale Center Borrower may (i) make transfers of immaterial or non-income-producing portions of the Southdale Center Property to any federal, state or local government in connection with a taking or condemnation for dedication or public use; (ii) make transfers of non-income producing portions of the Southdale Center Property to the third parties or affiliates of Southdale Center Borrower for the purpose of erecting and operating additional structures or parking facilities whose use is integrated and consistent with the use of the Southdale Center Property; and (iii) dedicate portions of the Southdale Center Property or grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business, for traffic circulation, parking, egress and ingress, utility lines and other similar purposes, but any transfer under clause (ii) or (iii) will not result in a material adverse effect based on an officer’s certificate from the Southdale Center Borrower.

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MSBAM 2013-C11 Marriott Chicago River North Hotel

Mortgage Loan No. 5 – Marriott Chicago River North Hotel

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MSBAM 2013-C11 Marriott Chicago River North Hotel

Mortgage Loan No. 5 – Marriott Chicago River North Hotel

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MSBAM 2013-C11 Marriott Chicago River North Hotel

Mortgage Loan No. 5 – Marriott Chicago River North Hotel

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		BANA			Single Asset/Portfolio:	Single Asset
Credit Assessment: (Fitch/Moody’s/Morningstar)		NR/NR/NR			Property Address:	410 North Dearborn Street Chicago, IL 60654
Original Balance(1):		$55,000,000			General Property Type:	Hospitality
Cut-off Date Balance(1):		$55,000,000			Detailed Property Type:	Extended Stay
% of Initial Pool Balance(1):		6.4%			Number of Rooms:	523 Rooms
Loan Purpose:		Refinance			Cut-off Date Balance Per Room:	$229,446
Borrower Name(s):		Dearkin RES (DE) LLC			Balloon/ARD Balance Per Room:	$173,380
Sponsor(s):		River North Historic District Holdings, LLC; White Lodging Services Corporation			Year Built / Year Renovated:	2008 / NAP
Mortgage Rate:		5.200%			Title Vesting:	Fee and Leasehold
Note Date:		7/18/2013			Property Manager:	White Lodging Services Corporation
First Payment Date:		9/1/2013
Anticipated Repayment Date:		NAP			Underwriting and Financial Information
Maturity Date:		8/1/2023			UW Revenues:	$30,160,936
IO Period:		None			UW Expenses:	$16,024,333
Original Term to Maturity or ARD:		120 months			UW NOI:	$14,136,603
Seasoning:		0 months			UW NCF:	$12,858,889
Original Amortization Term:		300 months			UW NOI DSCR(1):	1.65x
Loan Amortization Type:		Amortizing			UW NCF DSCR(1):	1.50x
Interest Accrual Basis:		Actual/360			UW NOI Debt Yield(1):	11.8%
Prepayment Provisions:		LO (24); DEF (92); O (4)			UW NCF Debt Yield(1):	10.7%
Lockbox / Cash Management:		Soft / In Place			UW NCF Debt Yield at Maturity(1):	14.2%
Pari Passu Mortgage Debt(1):		$65,000,000			Most Recent NOI (As of):	$13,907,698 (4/30/2013 TTM)
Subordinate Mortgage Debt:		None			2nd Most Recent NOI (As of):	$13,680,244 (12/31/2012)
Mezzanine Debt:		None			3rd Most Recent NOI (As of):	$11,062,273 (12/31/2011)
Reserves(2)					Appraised Value:	$191,000,000
Type	Initial		Monthly	Cap	Appraisal As-of Date:	5/1/2013
RE Tax:	$163,834		$163,834	NAP	Cut-off Date LTV Ratio(1):	62.8%
Insurance:	$0		Springing	NAP	LTV Ratio at Maturity/ARD(1):	47.5%
FF&E:	$0		$100,536	NAP	Occupancy Rate (As of):	84.7% (4/30/2013)
Other:	$1,610,000		$3,750	$1,610,000	2nd Most Recent Occupancy (As of):	84.1% (12/31/2012)
					3rd Most Recent Occupancy (As of):	77.7% (12/31/2011)

(1) The Marriott Chicago River North Hotel Mortgage Loan is part of the Marriott Chicago River North Hotel Loan Pair evidenced by two pari passu notes with an aggregate original principal balance of $120,000,000. The Cut-off Date Balance Per Room, Balloon/ARD Balance Per Room, UW NOI DSCR, UW NCF DSCR, UW NOI Debt Yield, UW NCF Debt Yield, UW NCF Debt Yield at Maturity, Cut-off Date LTV Ratio and LTV Ratio at Maturity/ARD numbers presented above are based on the entire $120,000,000 Marriott Chicago River North Hotel Loan Pair balance.

(2) See “—Escrows and Reserves” below for further discussion of reserve requirements. See also ““—Lockbox and Cash Management” below for further discussion of the lockbox and cash management provisions.

The Marriott Chicago River North Hotel Mortgage Loan

The Mortgage Loan. Thefifth largest mortgage loan (the “Marriott Chicago River North Hotel Mortgage Loan”) is part of a pari passu loan pair (the “Marriott Chicago River North Hotel Loan Pair”) evidenced by two pari passu promissory notes in the aggregate principal amount of $120,000,000, both of which are secured by the same first priority fee and leasehold mortgage encumbering an extended stay hospitality property known as the Marriott Chicago River North Hotel in Chicago, Illinois (“Marriott Chicago River North Hotel Property”). The Marriott Chicago River North Hotel Mortgage Loan is evidenced by one pari passu note (Note A-1) with an outstanding principal balance as of the Cut-off Date of $55,000,000. The pari passu note not included in the issuing entity (Note A-2) evidences a related companion loan (the “Marriott Chicago River North Hotel Companion Loan”), which has an outstanding principal balance as of the Cut-off Date of $65,000,000. The Marriott Chicago River North Hotel Companion Loan has similar features and terms as the Marriott Chicago River North Hotel Mortgage Loan and is expected to be contributed to a future trust. See “—Secured Indebtedness” below for further details. The proceeds of the Marriott Chicago River North Hotel Loan Pair were used to refinance a previous loan of approximately $63.4 million secured by the Marriott Chicago River North Hotel Property.

The Marriott Chicago River North Hotel Mortgage Loan had an initial term of 120 months and has a remaining term of 120 months. The Marriott Chicago

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MSBAM 2013-C11 Marriott Chicago River North Hotel

River North Hotel Mortgage Loan requires payments of principal and interest for its entire term with a scheduled maturity date of August 1, 2023. Defeasance with direct, non-callable obligations of the United States of America (or other non-callable government securities or other non-callable instruments that will not cause the trust to lose its REMIC status and, in each case, will not result in a downgrade or withdrawal of the ratings for the MSBAM Series 2013-C11 Certificates) is permitted at any time on or after the first due date following the second anniversary of the securitization closing date of the Marriott Chicago River North Hotel Companion Loan. The Marriott Chicago River North Hotel Mortgage Loan is open to prepayment at par during the final three months of the loan term.

The Borrower and the Sponsor. The borrower is Dearkin RES (DE) LCC, a single-purpose Delaware limited liability company (the “Marriott Chicago River North Hotel Borrower”) with two independent directors. Equity ownership in the Marriott Chicago River North Hotel Borrower is held by Friedman SSRI, LLC (50%) and White CRN, LLC (50%). The Marriott Chicago River North Hotel Borrower sponsors and recourse carve-out guarantors are River North Historic District Holdings, LLC and White Lodging Services Corporation.

River North Historic District Holdings, LLC is controlled by Albert M. Friedman, the CEO and Chairman of Friedman Properties. Friedman Properties is a full-service real estate company that owns and/or manages over 4 million SF of commercial and residential space in over 50 properties throughout River North and the Chicago metropolitan area. White Lodging Services Corporation is a hotel ownership, development and management company founded in 1985 that owns and manages 168 premium-branded, select and full service hotels and more than 30 restaurants in 21 states.

The Mortgaged Property. The Marriott Chicago River North Hotel Property is a 27-story, 523-room, extended stay hospitality property located in Chicago, Illinois that was built in 2008. The Marriott Chicago River North Hotel Property is dual-flagged as a 270-suite Residence Inn and a 253-suite SpringHill Suites.  Both flags are brands of Marriott International (NYSE: MAR) under franchise agreements expiring in March 2033 each with one, 10-year renewal option.

The guest room configuration at the Residence Inn consists of 195 studios, 69 one bedroom suites and six two bedroom suites. The guest room configuration at the SpringHill Suites consists of 161 king suites and 92 double suites. The Marriott Chicago River North Hotel Property features the HUB 51 restaurant, which occupies 10,900 SF under a lease expiring on May 14, 2018 with two, 5-year extension options and Einstein Bagels, which occupies 3,850 SF under a lease expiring on March 31, 2018 with two, five-year extension options. The Marriott Chicago River North Hotel Property is subject to a 99-year ground lease in connection with a 3,200 SF land parcel supporting the Einstein Bagels leased retail area and certain back office space on the 2nd floor of the Marriott Chicago River North Hotel Property. Other amenities at the Marriott Chicago River North Property include a fitness center, swimming pool, two breakfast rooms, two lounges, business center and sundries shop. Parking is currently available through an adjacent parking garage owned by an affiliate of the Marriott Chicago River North Hotel Borrower that connects to the Marriott Chicago River North Hotel Property via an interior walkway. The Marriott Chicago River North Hotel Borrower has collaterally assigned its interest in the agreement with the adjacent parking lot operator with respect to the operation of the adjacent parking lot and the Marriott Chicago River North Hotel Property’s use thereof.

More specific information about the Marriott Chicago River North Hotel Property is set forth in the tables below:

Residence Inn and Market Historical Occupancy, ADR, RevPAR
	Competitive Set			Residence Inn			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2011	78.1%	$158.14	$123.47	78.5%	$168.11	$131.91	100.5%	106.3%	106.8%
2012	82.1%	$165.96	$136.20	84.6%	$176.74	$149.49	103.1%	106.5%	109.8%
TTM 4/30/2013	83.0%	$166.66	$138.38	84.0%	$181.51	$152.42	101.1%	108.9%	110.1%

Source: Industry Report.

SpringHill Suites and Market Historical Occupancy, ADR, RevPAR
	Competitive Set			SpringHill Suites			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2011	79.0%	$157.10	$124.06	76.9%	$162.51	$124.90	97.3%	103.4%	100.7%
2012	83.4%	$165.30	$137.81	83.5%	$171.36	$143.13	100.2%	103.7%	103.9%
TTM 4/30/2013	84.3%	$166.73	$140.56	83.9%	$173.21	$145.27	99.5%	103.9%	103.4%

Source: Industry Report.

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MSBAM 2013-C11 Marriott Chicago River North Hotel

The Market. The Marriott Chicago River North Hotel Property is located in the River North submarket of downtown Chicago, Cook Country, Illinois.  The Marriott Chicago River North Hotel Property is located at the intersection of West Kinzie Street and North Dearborn Street, less than one mile east of Interstate 94 and approximately one mile northeast of Union Station and Northwestern Station.

Competing properties to the Marriott Chicago River North Hotel Property are shown in the table below:

	Competitive Property Summary
Property		Rooms	Commercial %	Meeting & Group %	Leisure %	Extended Stay %	2012E Occupancy	2012E ADR	2012E RevPAR
Residence Inn and SpringHill Suites		523	25%	7%	30%	38%	84.3%	$174.16	$146.82
Courtyard Chicago Downtown River North		337	40%	15%	40%	5%	80.0%	$162.00	$129.60
Hampton Inn Suites Chicago Downtown		230	45%	10%	40%	5%	75.0%	$152.00	$114.00
Hilton Garden Inn Chicago Magnificent  Mile		357	40%	15%	40%	5%	88.0%	$178.00	$156.64
Fairfield Inn & Suites Chicago Downtown		185	35%	5%	50%	10%	83.0%	$168.00	$139.44
Four Points Chicago Magnificent Mile		226	35%	15%	45%	5%	79.0%	$160.00	$126.40
Hampton Inn Chicago Theatre District		135	40%	5%	50%	5%	89.0%	$180.00	$160.20
Total/Wtd. Avg.		1,993	37%	10%	42%	10%	82.8%	$168.90	$139.78

Source: Appraisal.

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Marriott Chicago River North Hotel Property:

Cash Flow Analysis
	2011	2012	TTM 4/30/2013	UW	UW per Room
Occupancy	77.7%	84.1%	84.7%	84.7%
Average Daily Rate	$165.43	$174.16	$175.96	$175.96
REVPAR	$128.52	$146.42	$148.97	$148.97
Rooms Revenue	$24,533,865	$28,026,362	$28,436,021	$28,436,021	$54,371
Food & Beverage Revenue	$55,915	$70,326	$95,195	$95,195	$182
Other Income	$1,344,701	$1,591,286	$1,629,720	$1,629,720	$3,116
Total Revenue	$25,934,481	$29,687,974	$30,160,936	$30,160,936	$57,669
Total Expenses	$14,872,208	$16,007,730	$16,253,238	$16,024,333	$30,639
Net Operating Income	$11,062,273	$13,680,244	$13,907,698	$14,136,603	$27,030
FF&E	$1,037,380	$1,484,399	$1,508,047	$1,206,437	$2,307
Ground Lease Payment	$48,074	$62,199	$69,740	$71,277	$136
Net Cash Flow	$9,976,819	$12,133,646	$12,329,911	$12,858,889	$24,587
NOI DSCR	1.29x	1.59x	1.62x	1.65x
NCF DSCR	1.16x	1.41x	1.44x	1.50x
NOI Debt Yield	9.2%	11.4%	11.6%	11.8%
NCF Debt Yield	8.3%	10.1%	10.3%	10.7%

Escrows and Reserves. The Marriott Chicago River North Hotel Borrower deposited $163,834 in escrow for annual real estate taxes at loan origination and is required to escrow $163,834 monthly. The Marriott Chicago River North Hotel Borrower is required to escrow 1/12th of the annual estimated insurance premiums monthly (unless the Marriott Chicago River North Hotel Borrower maintains insurance under a satisfactory blanket insurance policy). The Marriott Chicago River North Hotel Borrower deposited $1,610,000 at loan origination into a seasonality reserve account. The lender will adjust the amount required to be on deposit in the seasonality reserve account annually (subject to a cap of $1,610,000). The Marriott Chicago River North Hotel Borrower is required to deposit 1/12th of the rent (including both base and additional rents) and other charges due under the ground lease monthly that is estimated to be payable during the next ensuing 12 months.

Lockbox and Cash Management. A soft lockbox is in place with respect to the Marriott Chicago River North Hotel Mortgage Loan.  The Marriott Chicago River North Hotel Mortgage Loan has in-place cash management. All rents and revenues from the Marriott Chicago River North Hotel Property are deposited into an account controlled by the manager. As long as no event of default under the Marriott Chicago River North Hotel Mortgage Loan, or under the management agreement, and no Cash Sweep Period (as defined below) has occurred, the manager will deposit monthly, all net remittances (after the payment of all expenses and fees for the Marriott Chicago River North Hotel Property) to the Marriott Chicago River North Hotel Borrower per the terms of the management agreement (the “Manager Remittances”) into the lockbox account. If an event of default occurs under the Marriott Chicago River North Hotel Mortgage Loan, or the management agreement, or a Cash Sweep Period has otherwise occurred, the Manager Remittances are to be deposited on each business day into the lockbox account. The Marriott Chicago River North Hotel Borrower will be required to deposit all excess cash with respect to the Marriott Chicago River North Hotel Mortgage Loan to be held by the lender as additional security for the Marriott Chicago River North

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MSBAM 2013-C11 Marriott Chicago River North Hotel

Hotel Mortgage Loan during a Cash Sweep Period.

A “Cash Sweep Period” means the period commencing on the date upon which the debt service coverage ratio for the Marriott Chicago River North Property for the immediately preceding four quarters is less than 1.25x. A Cash Sweep Period will generally end upon (i) the date the debt service coverage ratio equals or exceeds 1.30x for four consecutive quarters or (ii) the date upon which the debt service coverage ratio has equaled or exceeded 1.10 for four consecutive quarters and the amount on deposit in the excess cash reserve account is equal to $8,586,742.

Property Management. The Marriott Chicago River North Hotel Property is managed by White Lodging Services Corporation, an affiliate of the Marriott Chicago River North Hotel Borrower.

Mezzanine Loan and Preferred Equity. Not permitted.

Additional Secured Indebtedness (not including trade debts). The Marriott Chicago River North Hotel Companion Loan was originated on July 18, 2013 by or on behalf by Bank of America, National Association and is evidenced by one (1) note (Note A-2) with an original and Cut-off Date Balance of $65,000,000. The current holder of the Marriott Chicago River North Hotel Companion Loan is Bank of America, National Association. The note evidencing the Marriott Chicago River North Hotel Companion Loan accrues interest at the same rate as the Marriott Chicago River North Hotel Mortgage Loan. The Marriott Chicago River North Hotel Mortgage Loan is entitled to payments of principal and interest on a pro rata and pari passu basis with the Marriott Chicago River North Hotel Companion Loan, as and to the extent described under “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs—The Marriott Chicago River North Hotel Loan Pair” in the Free Writing Prospectus. The Marriott Chicago River North Hotel Companion Loan is expected to be contributed to a future trust. The holders of the Marriott Chicago River North Hotel Mortgage Loan and the Marriott Chicago River North Hotel Companion Loan have entered into an agreement between note holders which sets forth the allocation of collections on the Marriott Chicago River North Hotel Loan Pair. The Marriott Chicago River North Hotel Companion Loan will generally represent the controlling interest in the Marriott Chicago River North Hotel Loan Pair and the Marriott Chicago River North Hotel Loan Pair will be serviced pursuant to terms of (a) prior to the securitization of the Marriott Chicago River North Hotel Companion Loan, the pooling and servicing agreement for this transaction, and (b) after the securitization of the Marriott Chicago River North Hotel Companion Loan, the pooling and servicing agreement entered into in connection with the securitization of the Marriott Chicago River North Hotel Companion Loan. See “DESCRIPTION OF THE MORTGAGE POOL—The A/B Whole Loans and the Loan Pairs—The Marriott Chicago River North Hotel Loan Pair” in the Free Writing Prospectus.

Expansion, Release and Substitution of Property. Not permitted.

Terrorism Insurance. Generally, the Marriott Chicago River North Hotel Borrower is required to maintain (or cause to be maintained) insurance against loss for acts of terrorism with respect to the Marriott Chicago River North Hotel Property.

III-47

MSBAM 2013-C11 Bridgewater Campus

Mortgage Loan No. 6 – Bridgewater Campus

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MSBAM 2013-C11 Bridgewater Campus

Mortgage Loan No. 6 – Bridgewater Campus

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MSBAM 2013-C11 Bridgewater Campus

Mortgage Loan No. 6 – Bridgewater Campus

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		CIBC Inc.			Single Asset / Portfolio:	Single Asset
Credit Assessment: (Fitch/Moody’s/Morningstar)		NR/NR/NR			Property Address:	10 Finderne Avenue Bridgewater, NJ 08807
Original Balance:		$43,500,000			General Property Type:	Mixed Use
Cut-off Date Balance:		$43,500,000			Detailed Property Type:	Office / Flex
% of Initial Pool Balance:		5.1%			Net Rentable Area:	446,649 SF
Loan Purpose:		Refinance			Cut-off Date Balance Per Unit/SF:	$97
Borrower Name(s):		Denver Road, LLC			Balloon Balance Per Unit/SF:	$83
Sponsor:		Yeheskel Frankel, Menashe Frankel			Year Built / Year Renovated:	1956-2002 / 2009, 2011, 2012
Mortgage Rate:		4.55%			Title Vesting:	Fee
Note Date:		6/17/2013			Property Manager:	Linque Management Company, Inc.
First Payment Date:		8/1/2013
Anticipated Repayment Date:		NAP			Underwriting and Financial Information
Maturity Date:		7/1/2023			UW Revenues:	$10,196,163
IO Period:		24 months			UW Expenses:	$5,889,327
Original Term to Maturity or ARD:		120 months			UW NOI:	$4,306,837
Seasoning:		1 month			UW NCF:	$3,770,858
Original Amortization Term:		360 months			UW NOI DSCR:	1.62x
Loan Amortization Type:		Partial IO			UW NCF DSCR:	1.42x
Interest Accrual Basis:		Actual/360			UW NOI Debt Yield:	9.9%
Prepayment Provisions:		LO (25); DEF (91); O (4)			UW NCF Debt Yield:	8.7%
Lockbox/Cash Management:		Hard / Springing			UW NCF Debt Yield at Maturity:	10.1%
Pari Passu Mortgage Debt:		None			Most Recent NOI (As of):	$4,432,787 (12/31/2012)
Subordinate Mortgage Debt:		None			2nd Most Recent NOI (As of):	$4,059,677 (12/31/2011)
Mezzanine Debt:		None			3rd Most Recent NOI (As of):	NAV
Reserves(1)					Appraised Value:	$63,500,000
Type	Initial		Monthly	Cap	Appraisal As-of Date:	4/4/2013
RE Tax:	$131,075		$43,692	NAP	Cut-off Date LTV Ratio:	68.5%
Insurance:	$109,511		$8,590	NAP	LTV Ratio at Maturity:	58.7%
Recurring Replacements:	$0		$18,775	NAP	Occupancy Rate:	91.4% (4/30/2013)
TI/LC:	$0		$27,916	NAP	2nd Most Recent Occupancy (As of):	92.8% (12/31/2012)
Other(2):	$222,738		$0	NAP	3rd Most Recent Occupancy (As of):	82.4% (12/31/2011)

(1) See “—Escrows and Reserves” below for further discussion of reserve requirements.

(2) Environmental Reserve related to the remediation and maintenance of (1) the fill material that was imported from unknown off-site sources(s) to increase the elevation of the land surface beneath the eastern portion of the parking lot south of Building 3, which was expanded eastward in the late 1980s or early 1990s; and (2) an area of historic fill of approximately 1-1.5 acres in the southeastern corner of the Property, as shown on the State of New Jersey Historic Fill maps.

The Bridgewater Campus Mortgage Loan

The Mortgage Loan. The sixth largest mortgage loan (the “Bridgewater Campus Mortgage Loan”) is evidenced by a promissory note in the principal amount of $43,500,000, secured by a first priority fee mortgage encumbering the property known as the Bridgewater Campus, in Bridgewater, New Jersey (the “Bridgewater Campus Property”). The proceeds of the Bridgewater Campus Mortgage Loan were used to pay off existing debt of $35 million including prepayment penalties and return approximately $7 million of equity to the sponsor after closing costs.

The Bridgewater Campus Mortgage Loan had an original term of 120 months and has a remaining term of 119 months with a maturity date of July 1, 2023. The Bridgewater Campus Mortgage Loan requires payments of interest only for the initial 24 months and principal and interest thereafter. Defeasance with direct, non-callable obligations of the United States of America (or other non-callable government securities or other non-callable instruments that will not cause the trust to lose its REMIC status and, in each case, will not result in a downgrade or withdrawal of the ratings for the MSBAM Series 2013-C11 Certificates) is permitted at any time on or after the first due date following the second anniversary of the securitization closing date. The Bridgewater CampusMortgage Loan is open to prepayment at par during the final three months of the loan term.

The Borrower and the Sponsor. The borrower is Denver Road, LLC (the “Bridgewater Campus Borrower”), a single-purpose Delaware limited liability company with one independent manager. The Bridgewater Campus Borrower is owned by Denver Holdings, LLC (the “Joint Venture”).  The Joint Venture is partially owned (40%) and controlled by Lakestar Bridgewater, LLC (“Lakestar”), which is controlled by Yeheskel Frankel and Menashe

III-50

MSBAM 2013-C11 Bridgewater Campus

Frankel, the managing members of Lakestar’s parent company. The Joint Venture is also owned by Galveston Investing USA, Inc. (40.0%), Gaia Investments USA, Inc. (10.1%) and Lansing Finance, USA Inc., an entity owned indirectly by Sage Capital Global (9.9%). Menashe Frankel and Yeheskel Frankel are the sponsors and carve out guarantors for the Bridgewater Campus Mortgage Loan.

Lakestar is headquartered in New Jersey and has acquired in excess of 30 properties including office, retail, apartments and land.

The Mortgaged Property. The Bridgewater Campus Property is an 8-building campus of mixed-use properties consisting of 446,649 SF, constructed mostly between 1956 and 1962 (Building 10 was constructed in 1998 and Building 4 was constructed in 2002). Of the total square footage, 196,589 SF is office (44% of NRA), 156,061 SF is laboratory (35% of NRA) and 93,999 SF is warehouse (21% of NRA). Building sizes range from 7,000 SF to 118,703 SF. In addition, the collateral includes approximately 1,500 surface parking spaces. The buildings have served as headquarters or a strategic research and development location for major companies including Johns Manville, National Starch and Chemical Company, Unilever, Imperial Chemical Industries, Akzo Nobel, and Henkel Corporation. As of April 30, 2013, the Bridgewater Campus Property was 91.4% occupied.

The Bridgewater Campus Property is located in Bridgewater, New Jersey, approximately 50 miles from New York City and in New Jersey’s Research and Development corridor adjacent to Interstates 287 and 78.

Major Tenants.

Henkel Corporation (188,411 SF, 42% of NRA, 45% of underwritten base rent). Henkel Corporation leases 188,411 SF of office, research and development and storage space at the Bridgewater Campus Property. The lease has a term that expires in July of 2023 with two, 5-year extension options. Henkel is one of the world’s leading companies in the business lines of (i) laundry and home care, (ii) cosmetics and toiletries, and (iii) adhesive technologies. The company offers more than 3,000 different adhesives, sealants and surface treatment products, making it the worldwide leader in this market. In addition to a large customer service center at the Bridgewater Campus Property, Henkel Corporation conducts mission-critical research and development for all of its business lines at the Bridgewater Campus Property.

Ingredion (163,066 SF, 37% of NRA, 38% of underwritten base rent). Ingredion Incorporated (“Ingredion”) leases 163,066 SF of office, research and development and storage space at the Bridgewater Campus Property. The lease has a term that expires in June of 2024 with two, 15-year extension options. Ingredion manufactures food ingredients and industrial products from corn and other starch-based materials. Ingredion has maintained a presence at the Bridgewater Campus Property since 1974. Ingredion has office space, a functioning pilot plant, test kitchen, robotics lab, and focus group center at the Bridgewater Campus Property.

Akzo Nobel (47,834 SF, 11% of NRA, 13% of underwritten base rent). Akzo Nobel Surface Chemistry, LLC (“Akzo Nobel”) leases 47,834 SF of office, research and development and storage space at the Bridgewater Campus Property. The lease has a term that expires in June of 2019 with two, 5-year extension options. Akzo Nobel is one of the world’s largest chemical manufacturers and salt producers. Research and Development activities for the company’s Personal Care unit are conducted at the Bridgewater Campus Property, which focuses on chemicals related to (i) hair-care, (ii) skincare and (iii) sun care.

The following table presents a summary regarding the tenants at the Bridgewater Campus Property:

Tenant Summary
Tenant Name	Credit Rating (Fitch/Moody’s/S&P)(1)	Tenant SF	Approximate % of SF	Annualized Underwritten Base Rent	% of Total Annualized Underwritten Base Rent	Annualized Underwritten Base Rent (PSF)	Lease Expiration
Henkel Corporation	A/A2/A	188,411	42%	$2,292,204	45%	$12.17	7/31/2023
Ingredion	BBB/Baa2/BBB	163,066	37%	$1,914,634	38%	$11.74	6/30/2024
Akzo Nobel	BBB+/Baa1/BBB+	47,834	11%	$680,892	13%	$14.23	6/30/2019
Obanta	NAP/NAP/NAP	8,760	2%	$157,680	3%	$18.00	2/28/2015
Vacant Space		38,578	9%	$0	$0	$0
Total / Wtd. Avg.		446,649	100%	$5,045,410	100%	$12.36(2)

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

(2) Total Annualized Underwritten Base Rent PSF excludes vacant space.

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MSBAM 2013-C11 Bridgewater Campus

The following table presents certain information relating to the lease rollover at the Bridgewater Campus Property:

Lease Rollover Schedule(1)
Year	# of Leases Rolling	SF Rolling	Average Underwritten Base Rent PSF Rolling(2)	Approx. % of Total SF Rolling	Approx. Cumulative % of SF Rolling	Total Underwritten Base Rent Rolling	Approx. % of Total Base Rent  Rolling	Approx. Cumulative % of Total Base Rent  Rolling
MTM	0	0	$0	0%	0%	$0	0%	0%
2013	0	0	$0	0%	0%	$0	0%	0%
2014	0	0	$0	0%	0%	$0	0%	0%
2015	1	8,760	$18.00	2%	2%	$157,680	3%	3%
2016	0	0	$0	0%	2%	$0	0%	3%
2017	0	0	$0	0%	2%	$0	0%	3%
2018	0	0	$0	0%	2%	$0	0%	3%
2019	1	47,834	$14.23	11%	13%	$680,892	13%	17%
2020	0	0	$0	0%	13%	$0	0%	17%
2021	0	0	$0	0%	13%	$0	0%	17%
2022	0	0	$0	0%	13%	$0	0%	17%
2023	1	188,411	$12.25	42%	55%	$2,292,204	45%	62%
2024	1	163,066	$11.74	37%	91%	$1,914,634	38%	100%
2025	0	0	$0	0%	91%	$0	0%	100%
2026 & Beyond	0	0	$0	0%	91%	$0	0%	100%
Vacant	0	38,578	$0.00	9%	100%	$0	0%	100%
Total / Wtd. Avg.	4	446,649	$12.36	100%	100%	$5,045,410	100%	100%

(1) The information in the lease rollover schedule is based on the underwritten rent roll.

(2) Average Underwritten Base Rent PSF Rolling excludes vacant space.

The Market.  According to the appraiser, the Bridgewater Campus Property competes in the Brunswick/Piscataway/I-287 office submarket. The Brunswick/Piscataway/I-287 office market consists of 1,556 buildings totaling 29.1 million SF.  There was 58,256 SF of absorption in 4Q2012. Vacancy is 16.7% and average rents are $20.65 PSF Modified Gross.

According to the appraiser, the Bridgewater Campus Property competes in the Brunswick/Piscataway/I-287 industrial submarket and more specifically the Western Route 287 industrial micromarket.  The Brunswick/Piscataway/I-287 industrial submarket consists of 2,130 buildings totaling 173.6 million SF. During 2012, there was 2,031,548 SF of net absorption. As of the fourth quarter of 2012, the submarket reported vacancy of 8.5% and average rents of $4.74 PSF on a net basis. The warehouse segment of the Western Route 287 industrial micromarket consists of 534 buildings totaling 25.7 million SF. During 2012, there was 241,069 SF of negative absorption.  As of the fourth quarter of 2012, the warehouse segment of the micromarket reported a vacancy of 6.5% and average rents were $4.96 PSF on a net basis. 

Based on the appraisal, the weighted average market vacancy at the Bridgewater Campus Property is 11.69%.

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MSBAM 2013-C11 Bridgewater Campus

Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Bridgewater Campus Property:

Cash Flow Analysis
	2011	2012	UW	UW PSF
Gross Potential Rent(1)	$4,701,278	$4,882,314	$5,546,924	$12.42
Total Reimbursements	$5,284,327	$5,179,995	$5,762,682	$12.90
Other Income	$10,812	$49,317	$10,000	$0.02
Vacancy	($19,710)	($19,937)	($1,123,443)	($2.52)
Effective Gross Income	$9,976,707	$10,091,690	$10,196,163	$22.83
Total Expenses	$5,917,030	$5,658,902	$5,889,327	$13.19
Net Operating Income	$4,059,677	$4,432,787	$4,306,837	$9.64
TI/LC	$0	$0	$334,987	$0.75
Capital Expenditures	$0	$0	$200,992	$0.45
Net Cash Flow	$4,059,677	$4,432,787	$3,770,858	$8.44
Occupancy %	82.4%	92.8%	90.2%
NOI DSCR	1.53x	1.67x	1.62x
NCF DSCR	1.53x	1.67x	1.42x
NOI Debt Yield	9.3%	10.2%	9.9%
NCF Debt Yield	9.3%	10.2%	8.7%

(1) Gross Potential Rent based on actual leases with average rents over the remaining term for investment grade tenants.

Escrows and Reserves.  The Bridgewater Campus Borrower deposited at loan origination $131,075 in escrow for annual real estate taxes and is required to escrow $43,692 for real estate taxes monthly. The Bridgewater Campus Borrower deposited at loan origination $109,511 in escrow for annual insurance premiums and is required to escrow $8,590 for insurance premiums monthly. The Bridgewater Campus Borrower is required to make monthly deposits of $18,775 for replacement reserves. The Bridgewater Campus Borrower is required to make monthly deposits of $27,916 for tenant improvements and leasing commissions.  The Bridgewater Campus Borrower deposited at loan origination $222,738 in escrow for environmental remediation. The Environmental Reserve is related to the remediation and maintenance of (i) the fill material that was imported from unknown off-site sources(s) to increase the elevation of the land surface beneath the eastern portion of the parking lot south of Building 3, which was expanded eastward in the late 1980s or early 1990s; and (ii) an area of historic fill of approximately 1-1.5 acres in the southeastern corner of the Bridgewater Campus Property, as shown on the State of New Jersey Historic Fill maps.

Lockbox and Cash Management.A hard lockbox is in place with respect to the Bridgewater Campus Mortgage Loan. The Bridgewater Campus Mortgage Loan has springing cash management. Provided a Cash Sweep Period has not commenced, funds in the lockbox account are swept daily to an account designated by the Bridgewater Campus Borrower. During the continuance of a Cash Sweep Period, funds in the lockbox account are applied on each monthly payment date in accordance with terms in the Bridgewater Campus Mortgage Loan Agreement.

A “Cash Sweep Period” will:

(i) commence upon the occurrence of an event of default and continue until the event of default is cured,

(ii) commence upon the occurrence of a Henkel Corporation Cash Management Period. A “Henkel Corporation Cash Management Period” means a period commencing upon the first to occur of (i) Henkel Corporation being in monetary or material non-monetary default under the Henkel Corporation lease beyond all notice and cure periods under the Henke Corporation l lease, (ii) Henkel Corporation failing to be in actual, physical possession of the Henkel Corporation space, failing to be conducting its business during customary office hours in all of the Henkel Corporation space and/or “going dark” in the Henkel Corporation space, (iii) Henkel Corporation giving notice that it is terminating or canceling its lease for all or any material portion of the Henkel Corporation space, (iv) any termination or cancellation of the Henkel Corporation lease and/or the Henkel Corporation lease failing to otherwise be in full force and effect, and (v) the Henkel Corporation lease extension deadline (June 17, 2022) unless on or prior to the Henkel Corporation lease extension deadline (June 17, 2022) the Bridgewater Campus Borrower and Henkel Corporation have entered into the Henkel Corporation lease extension.

Property Management. The Bridgewater Campus Property is managed by Linque Management Company, Inc., which is located in New Jersey.

Mezzanine Loan and Preferred Equity.  Not permitted.

Solar Energy Ground Lease.In conjunction with the Bridgewater Campus Mortgage Loan closing, the Bridgewater Campus Borrower entered into a ground lease with a solar energy provider, whereby the solar energy provider will construct a solar field at its own cost and expense on land that is part of the loan collateral, but that does not interfere with the rentable area of the buildings. The Bridgewater Campus Borrower has also contracted to purchase the power produced by the solar energy provider. Energy costs are generally reimbursed by the tenants at the Bridgewater Campus Property, but the Bridgewater Campus Borrower is directly responsible to the solar energy provider for payment. Losses as a result of a Bridgewater Campus Borrower default under the Solar Power agreement are recourse to the Bridgewater Campus Sponsor. Construction of the solar field is expected to be completed in January 2015.

Additional Secured Indebtedness (not including trade debts).Not permitted.

Release of Property.  Not permitted.

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MSBAM 2013-C11 Bridgewater Campus

Terrorism Insurance. Generally, the Bridgewater Campus Borrower is required to maintain (or cause to be maintained) insurance against loss for acts of terrorism with respect to the Bridgewater Campus Property.

Expansion, Release and Substitution of Property.  Not permitted.

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III-55

MSBAM 2013-C11 Hilton Waterfront Beach Resort

Mortgage Loan No. 7 – Hilton Waterfront Beach Resort

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MSBAM 2013-C11 Hilton Waterfront Beach Resort

Mortgage Loan No. 7 – Hilton Waterfront Beach Resort

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MSBAM 2013-C11 Hilton Waterfront Beach Resort

Mortgage Loan No. 7 – Hilton Waterfront Beach Resort

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		MSMCH			Single Asset/ Portfolio:	Single Asset
Credit Assessment: (Fitch/Moody’s/Morningstar)		NR/NR/NR			Property Address:	21100 Pacific Coast Highway Huntington Beach, CA 92648
Original Balance:		$42,500,000			General Property Type:	Hospitality
Cut-off Date Balance:		$42,500,000			Detailed Property Type:	Resort
% of Initial Pool Balance:		5.0%			Number of Rooms:	290
Loan Purpose:		Refinance			Cut-off Date Balance Per Unit/SF:	$146,552
Borrower Name(s):		The Waterfront Hotel, LLC			Balloon/ARD Balance Per Unit/SF:	$138,250
Sponsor(s):		Waterfront Development, Inc.			Year Built / Year Renovated:	1990 / 2012
Mortgage Rate:		5.240%			Title Vesting:	Leasehold
Note Date:		7/19/2013			Property Manager:	Mayer Hospitality Group, LLC
First Payment Date:		9/1/2013
Anticipated Repayment Date:		NAP			Underwriting and Financial Information
Maturity Date:		8/1/2018			UW Revenues:	$26,758,860
IO Period:		12 months			UW Expenses:	$21,349,260
Original Term to Maturity or ARD:		60 months			UW NOI:	$5,409,600
Seasoning:		0 months			UW NCF:	$4,339,246
Original Amortization Term:		360 months			UW NOI DSCR:	1.92x
Loan Amortization Type:		Partial IO			UW NCF DSCR:	1.54x
Interest Accrual Basis:		Actual/360			UW NOI Debt Yield:	12.7%
Prepayment Provisions:		LO (24); DEF (12); O (24)			UW NCF Debt Yield:	10.2%
Lockbox/Cash Management:		Hard / Springing			UW NCF Debt Yield at Maturity:	10.8%
Pari Passu Mortgage Debt:		None			Most Recent NOI (As of):	$5,316,986 (5/31/2013 TTM)
Subordinate Mortgage Debt:		None			2nd Most Recent NOI (As of):	$5,651,601 (12/31/2012)
Mezzanine Debt:		None			3rd Most Recent NOI (As of):	$5,123,111 (12/31/2011)
Reserves(1)					Appraised Value:	$82,100,000
Type	Initial		Monthly	Cap	Appraisal As-of Date:	6/10/2013
RE Tax:	$195,479		$48,870	NAP	Cut-off Date LTV Ratio:	51.8%
Insurance:	$88,611		$29,537	NAP	LTV Ratio at Maturity/ARD:	48.8%
Recurring Replacements:	$0		$89,196	NAP	Occupancy Rate (As of):	74.9% (5/31/2013)
Deferred Maintenance:	$0		$0	NAP	2nd Most Recent Occupancy (As of):	76.1% (12/31/2012)
Ground Rent:	$49,374		$37,639	NAP	3rd Most Recent Occupancy (As of):	74.9% (12/31/2011)

(1) See “—Escrows and Reserves” below for further discussion of reserve requirements.

The Hilton Waterfront Beach Resort Mortgage Loan

The Mortgage Loan.  The seventh largest mortgage loan (the “Hilton Waterfront Beach Resort Mortgage Loan”) is evidenced by a note in the original principal amount of $42,500,000 and is secured by a first priority leasehold mortgage encumbering a full service hospitality property known as the Hilton Waterfront Beach Resort in Huntington Beach, California (the “Hilton Waterfront Beach Resort Property”). The proceeds of the Hilton Waterfront Beach Resort Mortgage Loan were used to refinance a previous loan of approximately $33,094,750 secured by the Hilton Waterfront Beach Resort Property and included in the CD 2006-CD3 securitization.

The Hilton Waterfront Beach Resort Mortgage Loan has an initial and remaining term of 60 months. The Hilton Waterfront Beach Resort Mortgage Loan requires payments of interest only for its initial 11 months and principal and interest thereafter with a scheduled maturity date of August 1, 2018. Defeasance with direct, non-callable obligations of the United States of America (or other non-callable government securities or other non-callable instruments that will not cause the trust to lose its REMIC status and, in each case, will not result in a downgrade or withdrawal of the ratings for the MSBAM Series 2013-C11 Certificates) is permitted at any time on or after the first due date following the second anniversary of the securitization closing date. The Hilton Waterfront Beach Resort Mortgage Loan is open to prepayment at par during the final 23 months of the loan term.

The Borrower and the Sponsor. The borrower is The Waterfront Hotel, LLC, a single-purpose California limited liability company (the “Hilton Waterfront Beach Resort Borrower”) with two independent directors. The Hilton Waterfront Beach Resort Borrower sponsor is Waterfront Development, Inc., which is controlled by The Robert Mayer Corporation, and is the Hilton Waterfront Beach Resort Borrower managing member. The recourse carve-out guarantor is Robert L. Mayer, Jr.

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MSBAM 2013-C11 Hilton Waterfront Beach Resort

The Robert Mayer Corporation is a Newport Beach, California based real estate development and management company that has operated for over 50 years. The company developed the Hilton Waterfront Beach Resort Property in 1990. The company also developed and majority owns the adjacent Hyatt Regency Resort & Spa Huntington Beach, a 517 room resort hotel and spa.

The Robert Mayer Corporation or an affiliate or affiliates of the company may, at some unspecified future date, develop a certain parcel adjoining the Hilton Waterfront Beach Resort Property (such adjoining parcel as discussed in “—The Mortgaged Property” section below) with (a) an expansion to the Hilton Waterfront Beach Resort Property, or with (b) a separate hotel property. If this certain adjoining parcel is developed as a hotel property by the Hilton Waterfront Beach Resort Mortgage Loan sponsor or any sponsor affiliate while the Hilton Waterfront Beach Resort Mortgage Loan is outstanding, and the new development is not included as collateral for the Hilton Waterfront Beach Resort Mortgage Loan, the Hilton Waterfront Beach Resort Mortgage Loan documents provide that the Hilton Waterfront Beach Resort Mortgage Loan shall become recourse to the Hilton Waterfront Beach Resort Mortgage Loan recourse carve out guarantor until such time as the Hilton Waterfront Beach Resort Mortgage Loan is paid in full.

The Mortgaged Property.The Hilton Waterfront Beach Resort Property is a 290-room, full service, 12-story AAA Four-diamond rated resort hospitality property located in Huntington Beach, California, directly across the Pacific Coast Highway from the Pacific Ocean. 24 of the 290 rooms are oceanfront suites that include a living area with a pull-out sofa. The Hilton Waterfront Beach Resort Property was built in 1990 and, during the five year period of 2008-2012, an estimated $7.2 million total of capital improvements and renovation occurred. In addition to the 290 guestrooms, the Hilton Waterfront Beach Resort Property contains approximately 24,588 SF of indoor and outdoor meeting and event space (including 4,200 SF within the Driftwood Pavilion – see below), two restaurants (Shades Restaurant & Bar and Surf Hero Market), a lobby bar, an outdoor swimming pool with cabanas, a fitness center and a business center. There is a 318 space subterranean parking garage and 11 adjacent surface parking spaces. In addition, the Hilton Waterfront Beach Resort Property has easement access to approximately 150 parking spaces on an adjacent parcel of land as described below.

The Hilton Waterfront Beach Resort Property is constructed on approximately 3.6 acres of land owned in fee by and leased from the successor agency to the Redevelopment Agency of the City of Huntington Beach (“City of Huntington Beach”). This leasehold interest began in 1989 and currently expires on December, 31, 2086. Annual ground rent beginning on January 1, 2014 is $225,000 per annum, pursuant to a market value adjustment effective the 24th lease year, with annual CPI rent steps for the remainder of the lease term, although with further market value adjustments at the 44th lease year, the 64th lease year and the 84th lease year. The annual ground rent until January 1, 2014 is $147,286 per annum. The Hilton Waterfront Beach Resort Property currently utilizes an adjoining 3.5 acre Hilton Waterfront Beach Resort Borrower affiliated parcel, which is improved with surface parking spaces, the Driftwood Pavilion (an outdoor event space), a tennis court and a gazebo, all of which currently serve as non-exclusive amenities for the Hilton Waterfront Beach Resort Property. The adjoining parcel is also subject to a ground lease from the City of Huntington Beach, which expires on December 31, 2016. The annual ground rent for this adjoining parcel beginning on January 1, 2014 is $225,000 per annum, with annual CPI rent steps for the remainder of the lease term. The annual ground rent until January 1, 2014 for the adjoining parcel is $147,288 per annum. This adjoining parcel is not collateral for the Hilton Waterfront Beach Resort Mortgage Loan. Other than the above mentioned parking easement, the adjacent parcel amenities may cease to be available to the Hilton Waterfront Beach Resort Borrower at any time.

The Hilton Waterfront Beach Resort Property currently operates under a franchise agreement with Hilton Worldwide which began on August 1, 2010, and has a current expiration of July 31, 2020.

Demand at the Hilton Waterfront Beach Resort Property is 75% transient driven and 25% group driven. The Hilton Waterfront Beach Resort Property is located across the street from one of the largest beaches in California (Huntington Beach) with access via a pedestrian signaled crosswalk.

More specific occupancy and rate information about the Hilton Waterfront Beach Resort Property is set forth in the table below:

The Hilton Waterfront Beach Resort Market Historical Occupancy, ADR, RevPAR
	Competitive Set			Hilton Waterfront Beach Resort			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2011	71.8%	$183.20	$131.62	74.0%	$200.62	$148.48	103.0%	109.5%	112.8%
2012	74.1%	$190.78	$141.41	75.2%	$212.38	$159.84	101.5%	111.3%	113.0%
TTM 5/31/2013	72.7%	$195.74	$142.24	74.2%	$217.22	$161.13	102.1%	111.0%	113.3%

Source: Industry Report.

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MSBAM 2013-C11 Hilton Waterfront Beach Resort

The Market.  The Hilton Waterfront Beach Resort Property is located in Huntington Beach, within Orange County, California. The Hilton Waterfront Beach Resort Property is located across the Pacific Coast Highway from the Pacific Ocean, approximately 35 miles southeast of Los Angeles. According to the appraiser, Huntington Beach attracts approximately 16 million visitors annually for its beaches and other nearby attractions. Other market demand drivers include Disneyland, Knott’s Berry Farm, and the Anaheim Convention Center. The competitive hotel market has experienced average occupancy rate and ADR growth since 2010 from 68.7% and $177.66, respectively, to 74.3% and $192.05, respectively, in 2012. 2010 was the last year of noted new supply entering the market. A certain adjacent parcel to the Hilton Waterfront Beach Resort Property, as discussed in “—The Mortgaged Property” section above, may be developed with (a) an expansion to the Hilton Waterfront Beach Resort Property, or with (b) a separate hotel property, at an unspecified future date. Please see “—The Borrower and the Sponsor” section above for certain Hilton Waterfront Beach Resort Mortgage Loan document recourse provisions regarding this potential future development.

Competing properties to the Hilton Waterfront Beach Resort Property are shown in the table below:

Primary Competitive Hotels
Property	Rooms	Year Built	Year Renovated	Distance from subject
Hilton Waterfront Beach Resort	290	1990	2012	NAP
Hyatt Regency Resort & Spa Huntington Beach	517	2003	2012	Adjacent
Shorebreak Hotel Huntington Beach	157	2009	NAP	1 mile NW
Hyatt Regency Newport Beach	407	1963	2013	7 miles SE
Newport Beach Marriott Hotel & Spa	532	1975	2009	8 miles SE
The Island Hotel	295	1986	2009	8 miles SE
Balboa Bay Resort	160	2003	NAP	8 miles E
Laguna Cliffs Marriott Resort and Spa	378	1987	2010	22 miles SE

Source: Appraisal.

Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Hilton Waterfront Beach Resort Property:

Cash Flow Analysis
	2009	2010	2011	2012	TTM 5/31/2013	UW	UW per Room
Occupancy	68.6%	75.3%	74.9%	76.1%	74.9%	74.9%
ADR	$187.22	$187.83	$197.71	$208.96	$212.85	$212.85
RevPAR	$126.53	$139.35	$146.34	$157.28	$157.91	$157.91
Rooms Revenue	$13,393,550	$14,750,177	$15,490,520	$16,693,376	$16,714,537	$16,714,537		$57,636
Food & Beverage	$6,991,554	$7,477,610	$8,627,446	$8,731,762	$8,284,980	$8,284,980		$28,569
Other Income	$1,679,975	$1,496,720	$1,590,862	$1,679,681	$1,759,343	$1,759,343		$6,067
Total Revenue	$22,065,079	$23,724,507	$25,708,828	$27,104,819	$26,758,860	$26,758,860		$92,272
Total Expenses	$18,366,152	$19,691,732	$20,585,717	$21,453,218	$21,441,874	$21,349,260		$73,618
NOI	$3,698,927	$4,032,775	$5,123,111	$5,651,601	$5,316,986	$5,409,600		$18,654
FF&E	$1,165,411	$957,525	$932,674	$1,008,103	$1,070,354	$1,070,354		$3,691
NCF	$2,533,516	$3,075,250	$4,190,437	$4,643,498	$4,246,632	$4,339,246		$14,963
NOI DSCR	1.31x	1.43x	1.82x	2.01x	1.89x	1.92x
NCF DSCR	0.90x	1.09x	1.49x	1.65x	1.51x	1.54x
NOI Debt Yield	8.7%	9.5%	12.1%	13.3%	12.5%	12.7%
NCF Debt Yield	6.0%	7.2%	9.9%	10.9%	10.0%	10.2%

Escrows and Reserves.  The Hilton Waterfront Beach Resort Borrower deposited $195,479 in escrow for annual taxes at loan origination and is required to escrow 1/12th of the annual estimated tax payments monthly.  The Hilton Waterfront Beach Resort Borrower deposited $88,611 in escrow for annual insurance premiums at loan origination and is required to escrow 1/12th of the annual estimated insurance premiums monthly (unless the Hilton Waterfront Beach Resort Borrower maintains insurance under a satisfactory blanket insurance policy).The Hilton Waterfront Beach Resort Borrower is also required to make monthly deposits in a reserve for FF&E equal to the greater of (i) 4% of gross revenues or (ii) the amount required to be reserved pursuant to the management agreement.  The Hilton Waterfront Beach Resort Borrower is also required to deposit for ground rent payments payable by the Hilton Waterfront Beach Resort Borrower under its ground lease, (i) $24,687 at least 10 business days prior to the monthly payment date occurring in September 2013 and (ii) $37,639 on each monthly payment date starting in October 2013. The Hilton Waterfront Beach Resort Borrower deposited $49,374 in escrow for ground rent payments at loan origination.

Lockbox and Cash Management.A hard lockbox is in place with respect to the Hilton Waterfront Beach Resort Mortgage Loan. The Hilton Waterfront Beach Resort Mortgage Loan has springing cash management.  Provided a Cash Sweep Period (as defined below) has not commenced, funds in the

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MSBAM 2013-C11 Hilton Waterfront Beach Resort

lockbox account are swept daily to an account designated by the Hilton Waterfront Beach Resort Borrower. During the continuance of a Cash Sweep Period, funds in the lockbox account are applied on each monthly payment date to pay debt service on the Hilton Waterfront Beach Resort Mortgage Loan, to fund the required reserves deposits as described above under “—Escrows and Reserves” and to disburse the remainder in the following order of priority: (i) so long as no event of default has occurred, during the continuance of a Cash Sweep Period caused solely by a DSCR Event (as defined below), to the Hilton Waterfront Beach Resort Borrower funds sufficient to pay monthly operating expenses not otherwise paid or reserved for and set forth in the annual budget or otherwise incurred by Hilton Waterfront Beach Resort Borrower in connection with the operation and maintenance of the Hilton Waterfront Beach Resort Property and approved by lender, and (ii) to a reserve to be held by the mortgagee as additional security for the Hilton Waterfront Beach Resort Mortgage Loan.

A “Cash Sweep Period” will:

(i) commence upon the occurrence of an event of default and continue until the cure of the event of default or no event of default exists which will be determined in the lender’s sole discretion, or

(ii) commence upon the debt service coverage ratio as of the last day of any calendar month falling below 1.10x measured on a trailing 12 month basis for six consecutive calendar months (a “DSCR Event”) and continue until the debt service coverage ratio is be equal to or greater than 1.25x for the immediately preceding three consecutive calendar months, or

(iii) commence upon the franchisor providing notice that a material default by the Hilton Waterfront Beach Resort Borrower exists under the franchise agreement and such default is not cured within thirty days, or such shorter period as is permitted under the franchise agreement, of such notice, and continue until such default has been remedied to the satisfaction of lender and franchisor, an estoppel from franchisor certifying that there are no continuing defaults by the Hilton Waterfront Beach Resort Borrower under the franchise agreement has been delivered to lender and there has been no default by the Hilton Waterfront Beach Resort Borrower under the franchise agreement for at least sixty consecutive days that were not cured, or

(iv)  commence upon the termination or cancellation of the franchise agreement and continue until (i) the Hilton Waterfront Beach Resort Borrower has entered into a replacement franchise agreement with Hilton Franchise LLC or a reputable and experienced franchisor approved by lender, substantially in the same form as the existing franchise agreement or reasonably acceptable to lender in form and substance, (ii) Hilton Waterfront Beach Resort Property has been fully operating in accordance with such replacement franchise agreement for at least sixty consecutive days and (iii) no defaults by the Hilton Waterfront Beach Resort Borrower are continuing under such replacement franchise agreement.

Property Management. The Hilton Waterfront Beach Resort is managed by the Mayer Hospitality Group, LLC, an affiliate of the Hilton Waterfront Beach Resort Borrower.

Mezzanine Loan and Preferred Equity.  Not permitted.

Additional Secured Indebtedness (not including trade debts).  Not permitted.

Release of Property.  Not permitted.

Terrorism Insurance.  Generally, the Hilton Waterfront Beach Resort Borrower is required to maintain (or caused to be maintained) insurance against loss for acts of terrorism with respect to the Hilton Waterfront Beach Resort Property.

Expansion, Release and Substitution of Property.  Not permitted.

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MSBAM 2013-C11 1600 Lexington Ave. – Rochester, NY

Mortgage Loan No. 8 – 1600 Lexington Ave. – Rochester, NY

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MSBAM 2013-C11 1600 Lexington Ave. – Rochester, NY

Mortgage Loan No. 8 – 1600 Lexington Ave. – Rochester, NY

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MSBAM 2013-C11 1600 Lexington Ave. – Rochester, NY

Mortgage Loan No. 8 – 1600 Lexington Ave. – Rochester, NY

Mortgage Loan Information				Mortgaged Property Information
Mortgage Loan Seller:		BANA		Single Asset / Portfolio:	Single Asset
Credit Assessment: (Fitch/Moody’s/Morningstar)		NR/NR/NR		Property Address:	1456, 1466, 1500 & 1600 Lexington Avenue
Original Balance:		$40,200,000			Rochester, NY 14606
Cut-off Date Balance:		$40,154,101		General Property Type:	Industrial
% of Initial Pool Balance:		4.7%		Detailed Property Type:	Warehouse Distribution
Loan Purpose:		Refinance		Net Rentable Area:	1,755,500 SF
Borrower Name(s):		Acquest South Park, LLC		Cut-off Date Balance Per Unit/SF:	$23
Sponsor(s):		William L. Huntress		Balloon/ARD Balance Per Unit/SF:	$19
Mortgage Rate:		4.690%		Year Built / Year Renovated:	1968 / NAP
Note Date:		6/18/2013		Title Vesting:	Fee
First Payment Date:		8/1/2013		Property Manager:	Acquest Holdings, Inc.
Anticipated Repayment Date:		None		Underwriting and Financial Information
Maturity Date:		7/1/2023		UW Revenues:	$7,502,201
IO Period:		0 months		UW Expenses:	$3,000,528
Original Term to Maturity or ARD:		120 months		UW NOI:	$4,501,673
Seasoning:		1 month		UW NCF:	$3,617,408
Original Amortization Term:		360 months		UW NOI DSCR:	1.80x
Loan Amortization Type:		Amortizing		UW NCF DSCR:	1.45x
Interest Accrual Basis:		Actual/360		UW NOI Debt Yield:	11.2%
Prepayment Provisions:		LO (25); DEF (91); O (4)		UW NCF Debt Yield:	9.0%
Lockbox / Cash Management:		Hard / Springing		UW NCF Debt Yield at Maturity:	11.0%
Pari Passu Mortgage Debt:		None		Most Recent NOI (As of):	$3,089,650 (12/31/2012)
Subordinate Mortgage Debt:		None		2nd Most Recent NOI (As of):	$1,810,019 (12/31/2011)
Mezzanine Debt:		None		3rd Most Recent NOI (As of):	$379,058 (12/31/2010)
Reserves(1)				Appraised Value:	$53,600,000
Type	Initial	Monthly	Cap	Appraisal As-of Date:	3/15/2013
RE Tax:	$401,347	$46,340	NAP	Cut-off Date LTV Ratio:	74.9%
Insurance:	$0	Springing	NAP	LTV Ratio at Maturity/ARD:	61.2%
Recurring Replacement:	$700,000	$29,258	NAP	Occupancy Rate (As of):	87.1% (6/4/2013)
TI/LC:	$0	$44,430	$2,665,825	2nd Most Recent Occupancy (As of):	87.0% (12/31/2012)
Deferred Maintenance:	$37,500	$0	NAP	3rd Most Recent Occupancy (As of):	70.0% (12/31/2011)

(1) See “—Escrows and Reserves” below for further discussion of reserve requirements.

The 1600 Lexington Ave. – Rochester, NY Mortgage Loan.

The Mortgage Loan.  The eighth largest mortgage loan (the “1600 Lexington Ave. – Rochester, NY Mortgage Loan”) is a refinance loan evidenced by a note in the original principal amount of $40,200,000 and is secured by a first priority fee mortgage encumbering an industrial warehouse distribution development known as 1600 Lexington Ave. in Rochester, New York (the “1600 Lexington Ave. – Rochester, NY Property”). The 1600 Lexington Ave. – Rochester, NY Mortgage Loan was originated on June 18, 2013 by or on behalf of Bank of America, National Association. The 1600 Lexington Ave. – Rochester, NY Mortgage Loan refinanced and paid off the previous loan secured by the 1600 Lexington Ave. – Rochester, NY Property, which had an existing balance of approximately $26.1 million. The 1600 Lexington Ave. – Rochester, NY Property Borrower acquired the 1600 Lexington Ave. – Rochester, NY Property in 2008 for $11.0 million and has a total cost basis of approximately $44.7 million.

The 1600 Lexington Ave. Mortgage Loan had an initial term of 120 months and has a remaining term of 119 months. The 1600 Lexington Ave. Mortgage Loan requires payments of principal and interest for its entire term with a scheduled maturity date of July 1, 2023. Defeasance with direct, non-callable obligations of the United States of America (or other non-callable government securities or other non-callable instruments that will not cause the trust to lose its REMIC status and, in each case, will not result in a downgrade or withdrawal of the ratings for the MSBAM Series 2013-C11 Certificates) is permitted at any time on or after the first due date following the second anniversary of the securitization closing date. The 1600 Lexington Ave. Mortgage Loan is open to prepayment at par during the final three months of the loan term.

The Borrower and the Sponsor.  The 1600 Lexington Ave. – Rochester, NY borrower is Acquest South Park, LLC, a SPE bankruptcy remote entity with two independent directors (the “1600 Lexington Ave. Borrower”). Equity ownership in Acquest South Park, LLC is held 57.5% by Acquest South Park Holding, LLC, 42.0% by Rochester Ventures, LLC and 0.5% by Acquest South Park Manager Corp., the last of which is wholly owned by William

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MSBAM 2013-C11 1600 Lexington Ave. – Rochester, NY

Huntress. Equity ownership in Acquest South Park Holding, LLC is held 87.7% by William Huntress, 10.3% by Jerome Williams and 2.0% by Michael Huntress; William Huntress is also the manager.

The 1600 Lexington Ave. – Rochester, NY Property sponsor and non-recourse carve-out guarantor is William L. Huntress who serves as President at Acquest Development Co. (“Acquest”). Acquest was formed in New York in 1968. Acquest acquires, develops and manages office, medical office, warehouse, R&D and light industrial properties. Acquest’s current portfolio consists of over approximately 3.1 million SF of space and an additional 652 acres of undeveloped land.

The Mortgaged Property.The 1600 Lexington Ave. – Rochester, NY Property is a 1,755,500 SF industrial warehouse distribution complex, comprised of three, one-story buildings, and is located at 1456, 1466, 1500 & 1600 Lexington Avenue in the Town of Greece/City of Rochester, New York on a 104.05-acre site. The 1600 Lexington Ave. – Rochester, NY Property was constructed 1986. The 1600 Lexington Ave. – Rochester, NY Property has a ceiling clear height of 25 feet, 9 inches and 152 dock-high doors, with three rail docks and 152 loading docks. The warehouse space is both heated and cooled.

As of June 4, 2013, the 1600 Lexington Ave. – Rochester, NY Property was 87.1% leased by 25 tenants. The historical occupancy has been as follows 2010 (52.0%), 2011 (70.0%) and 2012 (87.0%). The 1600 Lexington Ave. – Rochester, NY Property was purchased in 2008 for $11 million from Eastman Kodak. The 1600 Lexington Ave. – Rochester, NY Property was only approximately 19.0% occupied at the time of acquisition. Since the acquisition, the 1600 Lexington Ave. – Rochester, NY Property manager has leased over approximately 68.0% of the vacant space.

Major Tenants.

High Falls Operating Co, LLC (360,365 SF, 20.5% of NRA, 16.8% of underwritten base rent). High Falls Operating Co, LLC (“High Falls”) occupies 360,365 SF at the 1600 Lexington Ave. – Rochester, NY Property under a five-year lease expiring on February 29, 2016. The lease provides for a rental rate of $2.36 PSF. Founded in 1857 and headquartered in Rochester, New York, High Falls is one of the largest and oldest continually operating breweries in the United States. High Falls is best known for its Genesee line of brands, as well as its Dundee Ales & Lagers family of craft brands, which includes the Original Honey Brown Lager. Additionally, through its Allied Brands division, High Falls is America’s exclusive distributor of several imports including Steinlager from New Zealand, Toohey’s New from Australia, Thwaites from the United Kingdom and Imperial from Costa Rica. High Falls also manufactures beer and other alcoholic and non-alcoholic beverages under contracts on behalf of other companies. High Falls operates as a subsidiary of North American Breweries, Inc., the largest independently-owned beer company in the United States. In 2012, North American Breweries was the sixth largest brewing company in America by sales volume.

Carestream Health (183,545 SF, 10.5% of NRA, 22.8% of underwritten base rent). Carestream Health (“Carestream”) occupies 183,545 SF at the 1600 Lexington Ave. – Rochester, NY Property under a lease expiring December 31, 2015. The lease provides for a rental rate of $6.30 PSF. Carestream is a worldwide provider of dental and medical imaging systems and IT solutions; X-ray imaging systems for non-destructive testing and advanced materials for the precision films and electronics markets. Carestream Health was formed in 2007 when Onex Corporation of Toronto, Canada (TSX: OCX.TO) purchased Eastman Kodak Company’s Health Group and renamed the business as Carestream Health. Carestream is currently rated “B2” by Moody’s and “B” by S&P. Carestream’s corporate headquarters is in the 1600 Lexington Ave. – Rochester, NY Property in Rochester, New York and has innovation centers in Genoa, Italy and Shanghai, China.

Optimation Technology, Inc. (175,714 SF; 10.0% of NRA, 10.7% of underwritten base rent). Optimation Technology, Inc. (“Optimation”) occupies 175,714 SF at the 1600 Lexington Ave. – Rochester, NY Property. Optimation leases 162,375 SF of industrial space on a lease that began on January 1, 2009 and has a current expiration date of February 28, 2019. The lease provides for a rental rate of $3.24 PSF. Optimation leases 7,935 SF of rail dock space on a lease that began on January 1, 2009 and has a current expiration date of February 28, 2019. The lease provides for a rental rate of $1.05 PSF. Optimation also leases 5,404 SF of rail dock space on a lease that began on December 15, 2011 and has a current expiration date of February 28, 2019. The lease provides for a rental rate of $1.29 PSF. Optimation designs and manufactures special purpose assembly and test systems; custom rotary dial, inline transfer, and SPM machines; flexible machining centers and web based (roll to roll) machines. Founded in 1985, Optimation serves the primary, chemical, film and plastics, packaged goods, and glass industries. Optimation has additional offices in Nashua, New Hampshire; Houston, Texas; Coatesville, Pennsylvania; and Liverpool, New York, along with operations in Alberta, Canada.

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MSBAM 2013-C11 1600 Lexington Ave. – Rochester, NY

The following table presents a summary regarding major tenants at the 1600 Lexington Ave. – Rochester, NY Property:

Tenant Summary(1)
Tenant Name	Credit Rating (Fitch/Moody’s/S&P)(2)	Tenant SF	% of SF	Annual Underwritten Base Rent ($)	% of Total Annual Underwritten Base Rent	Annual Underwritten Base Rent ($ Per NRSF)	Lease Expiration
High Falls Operating Co, LLC	NR / NR / NR	360,365	21%	$850,461	17%	$2.36	2/29/2016
Carestream Health	NR / B2 / B	183,545	10%	$1,156,334	23%	$6.30	12/31/2015
Optimation Technology, Inc.	NR / NR / NR	175,714	10%	$541,398	11%	$3.08	2/28/2019
Kingsbury Corporation	NR / NR / NR	166,500	9%	$524,475	10%	$3.15	8/31/2019
Carta USA, LLC	NR / NR / NR	145,360	8%	$331,421	7%	$2.28	1/31/2014
PrimeSource, Inc.	NR / NR / NR	90,286	5%	$288,915	6%	$3.20	10/31/2020
Carroll Tire Co.	NR / NR / NR	70,000	4%	$206,500	4%	$2.95	4/30/2023
Warehouse & Distributive Mgmt	NR / NR / NR	48,650	3%	$132,815	3%	$2.73	11/30/2014
ABVI - Goodwill	NR / NR / NR	47,825	3%	$131,519	3%	$2.75	3/31/2014
Jamestown Container Corp	NR / NR / NR	40,000	2%	$94,800	2%	$2.37	7/31/2017
Subtotal / Wtd. Avg.		1,328,245	76%	$4,258,637	84%	$3.21
Other Tenants		200,196	11%	$809,078	16%	$4.04
Vacant Space		227,059	13%	$0	0%	$0.00
Total / Wtd. Avg.		1,755,500	100%	$5,067,715	100%	$3.32 (3)

(1) Information is based on the underwritten rent roll.

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

(3) Weighted Average Annualized Underwritten Base Rent ($ per NRSF) excludes vacant space.

The following table presents certain information relating to the lease rollover at the 1600 Lexington Ave. – Rochester, NY Property:

Lease Rollover Schedule(1)(2)
Year	# of Leases Rolling	SF Rolling	Avg. Underwritten Base Rent PSF Rolling(3)	Approx. % of Total SF Rolling	Approx. Cumulative % of SF Rolling	Total Underwritten Base Rent Rolling	Approx. % of Total Base Rent  Rolling	Approx. Cumulative % of Total Base Rent   Rolling
MTM	4	26,499	$4.02	2%	2%	$106,531	2%	2%
2013	0	0	$0.00	0%	2%	$0	0%	2%
2014	7	285,270	$2.72	16%	18%	$774,823	15%	17%
2015	2	198,545	$6.03	11%	29%	$1,197,584	24%	41%
2016	4	417,215	$2.42	24%	53%	$1,009,389	20%	61%
2017	2	66,250	$3.00	4%	57%	$198,488	4%	65%
2018	0	0	$0.00	0%	57%	$0	0%	65%
2019	4	342,214	$3.11	19%	76%	$1,065,873	21%	86%
2020	2	106,836	$3.09	6%	82%	$330,290	7%	92%
2021	0	0	$0.00	0%	82%	$0	0%	92%
2022	2	15,612	$11.42	1%	83%	$178,239	4%	96%
2023	1	70,000	$2.95	4%	87%	$206,500	4%	100%
Vacant	0	227,059	$0.00	13%	100%	$0	0%	100%
Total / Wtd. Avg.	28	1,755,500	$3.32	100%		$5,067,715	100%

(1) The information in the lease rollover schedule is based on the underwritten rent roll.

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

(3) Average Underwritten Base Rent PSF Rolling excludes vacant space.

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MSBAM 2013-C11 1600 Lexington Ave. – Rochester, NY

The Market.  The 1600 Lexington Ave. – Rochester, NY Property is located in Town of Greece/City of Rochester, New York in Monroe County within the Rochester metropolitan statistical area (“MSA”). The 1600 Lexington Ave. – Rochester, NY Property is situated in a suburban location in close proximity to Interstate 490, which is the loop thoroughfare encircling the City of Rochester. The Greater Rochester International Airport is approximately three miles to the south of the 1600 Lexington Ave. – Rochester, NY Property.

Rochester MSA has an estimated 1,055,927 residents in 2013, and is expected to grow to 1,060,606 in 2018. The 2012 unemployment rates are 7.7% and 8.2% for the county of Monroe and the State of New York, respectively. The estimated 2013 population within a one-, three- and five-mile radius of the 1600 Lexington Ave. – Rochester, NY Property is 1,832; 103,912 and 281,370, respectively. The estimated 2013 average household income within a one-, three- and five-mile radius of the 1600 Lexington Ave. – Rochester, NY Property is $42,148; $45,641 and $47,656, respectively.

The Rochester MSA is predominantly a service-oriented economy, with approximately 84.8% of the current employment within the services producing sector. Employment in the Rochester MSA is concentrated in the education and health; trade, transportation and public utilities and government industries.The University of Rochester (20,340 employees), Wegmans Food Markets Inc. (13,976 employees), Rochester General Health Systems (7,600 employees), Xerox Corp. (6,116 employees) and Unity Health System (5,472 employees) are the five largest employers in the Rochester MSA.

Land uses within the neighborhood consist of predominantly larger industrial structures. These structures are generally older facilities that appear to be constructed in the 1960’s and 1970’s. Most of these structures contain a minimum of 100,000 SF but are generally larger. According to the appraiser, there are three commercial projects that are either proposed or under construction within the Town of Greece. These projects, which include one office and two retail properties, range from 8,000 to 19,500 SF in size. Only one of these projects is currently under construction, which is an approximate 17,500 SF retail facility that will be located at 840 Long Pond Road.

The average asking rent in Rochester-Suburban submarket is $4.50 and $3.50 PSF for manufacturing and warehouse/distribution properties, respectively. According to the appraiser, the Rochester Industrial submarket has an inventory of approximately 35 million SF, which consists of both owner and tenant-occupied spaces. The current vacancy rate for the Rochester-Suburban submarket has decreased to 12.1% in 2012, a three-tenths of a point change from 2011.

Rent comparables to the 1600 Lexington Ave. – Rochester, NY Property are shown in the charts below:

Competitive Property Summary
Property Name and Location	Year Built	GBA (SF)	Clear Height	Major Tenant Name(s)	Lease Area (SF)	Lease Date(s)	Lease Term(s)	Base Rent(s)
Former Westinghouse Facility	1952	860,000	22’	Crown Tank	59,662	Feb-12	5.0 Yrs.	$2.81 PSF
200 Westinghouse Circle,				Southern Tier Logistics	120,000	Nov-11	1.0 Yrs.	$2.65 PSF
Horseheads, NY				ISCO Industries	9,600	Oct-11	1.0 Yrs.	$4.83 PSF
				Schweizer Aircraft	43,200	Sep-11	3.0 Yrs.	$4.68 PSF
8 Northeastern Industrial Park,	1963	192,000	16’ – 21’6”	McGrann Paper Co.	65,135	Jan-11	4.0 Yrs.	$2.50 PSF
Guilderland, NY
Rochester Tech Park,	1966	3,259,823	10’ – 30’	ITT	111,322	Jun-12	10.0 Yrs.	$3.75 PSF
Gates, NY				Southern Wine	6,524	Mar-11	5.0 Yrs.	$3.50 PSF
				Solid Cell	4,861	Mar-11	5.0 Yrs.	$4.00 PSF
				Surplus Switching	15,000	Mar-11	5.0 Yrs.	$4.00 PSF
1100 & 1200 Lee Road,	1980	800,000	NAP	C&M Forwarding	424,414	Sep-10	3.5 Yrs.	$1.85 PSF
Greece, NY
215 Commerce Drive,	1967	83,000	30’	Monroe FTZ	20,600	Jun-10	NAP	$2.91 PSF
Henrietta, NY

Source: Appraisal.

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MSBAM 2013-C11 1600 Lexington Ave. – Rochester, NY

Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the 1600 Lexington Ave. – Rochester, NY Property:

Cash Flow Analysis
	2010	2011	2012	UW	UW PSF
Gross Potential Rental Income	$2,402,469	$3,104,691	$3,928,839	$5,748,892	$3.27
Expense Reimbursements	$1,033,818	$1,702,823	$2,132,330	$2,847,411	$1.62
Other Income	$3,448	$40,395	$63,137	$38,696	$0.02
Less Vacancy & Credit Loss	$0	$0	$0	($1,132,798)	64.5%
Effective Gross Income	$3,439,735	$4,847,909	$6,124,306	$7,502,201	$4.27
Total Operating Expenses	$3,060,677	$3,037,890	$3,034,656	$3,000,528	$1.71
Net Operating Income	$379,058	$1,810,019	$3,089,650	$4,501,673	$2.56
TI/LC	$0	$0	$0	$533,165	$0.30
Capital Expenditures	$81,273	$36,762	$0	$351,100	$0.20
Net Cash Flow	$297,785	$1,773,257	$3,089,650	$3,617,408	$2.06
Occupancy %	52.0%	70.0%	87.0%	87.1%(1)
NOI DSCR	0.15x	0.72x	1.24x	1.80x
NCF DSCR	0.12x	0.71x	1.24x	1.45x
NOI Debt Yield	0.9%	4.5%	7.7%	11.2%
NCF Debt Yield	0.7%	4.4%	7.7%	9.0%

(1) Occupancy as of June 4, 2013.

Escrows and Reserves. The 1600 Lexington Ave. – Rochester, NY Borrower deposited $408,317 into escrow at loan origination for annual real estate taxes and is required to escrow $46,340 monthly. The 1600 Lexington Ave. – Rochester, NY Borrower is required to deposit 1/12 of the estimated insurance premiums monthly (unless the 1600 Lexington Ave. – Rochester, NY Property is part of a “blanket policy” acceptable to the lender). The 1600 Lexington Ave. – Rochester, NY Borrower deposited $700,000 in escrow for capital expenditures at loan origination and is required to escrow $29,258 monthly. Additionally, the 1600 Lexington Ave. – Rochester, NY Borrower is required to escrow $44,430 monthly for TI/LC reserves (the total TI/LC reserve is capped at $2,665,825). The 1600 Lexington Ave. – Rochester, NY Borrower also deposited $37,500 at loan origination for required repairs.

Lockbox and Cash Management.A hard lockbox is in place with respect to the 1600 Lexington Ave. – Rochester, NY Mortgage Loan. The 1600 Lexington Ave. – Rochester, NY Mortgage Loan has springing cash management. Provided a Cash Sweep Period (as defined below) has not commenced, funds in the lockbox account are swept daily to an account designated by the 1600 Lexington Ave. – Rochester, NY Borrower. The 1600 Lexington Ave. – Rochester, NY Borrower will be required to deposit all excess cash with respect to the 1600 Lexington Ave. – Rochester, NY Mortgage Loan to be held by the lender as additional security for the 1600 Lexington Ave. – Rochester, NY Mortgage Loan during a Cash Sweep Period.

A “Cash Sweep Period” means the period commencing on the earlier of (i) the date upon which an event of default occurs or (ii) the date upon which the debt service coverage ratio for the immediately preceding six-month period is less than 1.15x. A Cash Sweep Period will generally end upon (i) the date the event of default is cured or waived or (ii) the date the debt service coverage ratio equals or exceeds 1.25x for the immediately preceding six-month period.

Property Management.The 1600 Lexington Ave. – Rochester, NY Property is managed by Acquest Holdings, Inc., an affiliate of the 1600 Lexington Ave. – Rochester, NY Borrower.

Mezzanine Loan and Preferred Equity. Not permitted.

Additional Secured Indebtedness (not including trade debts).Not permitted.

Release of Property.  Not permitted.

Terrorism Insurance.  The 1600 Lexington Ave. – Rochester, NY Borrower is required pursuant to the 1600 Lexington Ave. – Rochester, NY Mortgage Loan documents to maintain (or cause to be maintained) insurance against loss for acts of terrorism with respect to the 1600 Lexington Ave. – Rochester, NY Property.

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MSBAM 2013-C11 Beverly Garland Hotel

Mortgage Loan No. 9 – Beverly Garland Hotel

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MSBAM 2013-C11 Beverly Garland Hotel

Mortgage Loan No. 9 – Beverly Garland Hotel

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MSBAM 2013-C11 Beverly Garland Hotel

Mortgage Loan No. 9 – Beverly Garland Hotel

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		BANA			Single Asset/Portfolio:	Single Asset
Credit Assessment: (Fitch/Moody’s/Morningstar)		NR/NR/NR			Property Address:	4222 Vineland Avenue North Hollywood, CA 91602
Original Balance:		$30,000,000			General Property Type:	Hospitality
Cut-off Date Balance:		$29,969,490			Detailed Property Type:	Full Service
% of Initial Pool Balance:		3.5%			Number of Rooms:	255 Rooms
Loan Purpose:		Refinance			Cut-off Date Balance Per Unit/SF:	$117,527
Borrower Name(s):		Rio Vista Development Company			Balloon/ARD Balance Per Unit/SF:	$97,530
Sponsor(s):		James Crank			Year Built / Year Renovated:	1971 / 2012
Mortgage Rate:		5.185%			Title Vesting:	Fee and Leasehold
Note Date:		6/27/2013			Property Manager:	Marcus Hotels, Inc.
First Payment Date:		8/1/2013
Anticipated Repayment Date:		NAP			Underwriting and Financial Information
Maturity Date:		7/1/2023			UW Revenues:	$15,060,498
IO Period:		None			UW Expenses:	$10,966,752
Original Term to Maturity or ARD:		120 months			UW NOI:	$4,093,746
Seasoning:		1 month			UW NCF:	$3,463,874
Original Amortization Term:		360 months			UW NOI DSCR:	2.07x
Loan Amortization Type:		Amortizing			UW NCF DSCR:	1.76x
Interest Accrual Basis:		Actual/360			UW NOI Debt Yield:	13.7%
Prepayment Provisions:		LO (25); DEF (88); O (7)			UW NCF Debt Yield:	11.6%
Lockbox / Cash Management:		Hard / Springing			UW NCF Debt Yield at Maturity:	13.9%
Pari Passu Mortgage Debt:		None			Most Recent NOI (As of):	$4,330,394 (4/30/2013 TTM)
Subordinate Mortgage Debt:		None			Second Most Recent NOI (As of):	$4,243,320 (12/31/2012)
Mezzanine Debt:		Future			Third Most Recent NOI (As of):	$4,107,347 (12/31/2011)
Reserves(1)					Appraised Value(2):	$51,900,000
Type	Initial		Monthly	Cap	Appraisal As-of Date:	6/13/2013
RE Tax:	$96,128		$16,021	NAP	Cut-off Date LTV Ratio(2):	57.7%
Insurance:	$0		Springing	NAP	LTV Ratio at Maturity/ARD:	47.9%
FF&E:	$12,700,000		$25,101	NAP	Occupancy Rate (As of):	85.8% (4/30/2013)
Deferred Maintenance:	$0		$0	NAP	2nd Most Recent Occupancy (As of):	84.7% (12/31/2012)
					3rd Most Recent Occupancy (As of):	82.7% (12/31/2011)

(1) See “—Escrows and Reserves” below for further discussion of reserve requirements.

(2) The Beverly Garland Hotel Mortgage Loan has a “when stabilized” value as of June 1, 2016 of $75,000,000 that results in a Cut-off Date LTV Ratio of 40.0%.

The Beverly Garland Hotel Mortgage Loan

The Mortgage Loan. The ninth largest mortgage loan (the “Beverly Garland Hotel Mortgage Loan”) is evidenced by a note in the original principal amount of $30,000,000 and is secured by a first priority fee and leasehold mortgage encumbering a full service hospitality property known as the Beverly Garland Hotel in North Hollywood, California (the “Beverly Garland Hotel Property”). The proceeds of the Beverly Garland Hotel Mortgage Loan were used to refinance a previous loan of approximately $14.2 million secured by the Beverly Garland Hotel Property and included in the CGCMT 2006-C4 securitization.

The Beverly Garland Hotel Mortgage Loan had an initial term of 120 months and has a remaining term of 119 months. The Beverly Garland Hotel Mortgage Loan requires payments of principal and interest for its entire term with a scheduled maturity date of July 1, 2023. Defeasance with direct, non-callable obligations of the United States of America (or other non-callable government securities or other non-callable instruments that will not cause the trust to lose its REMIC status and, in each case, will not result in a downgrade or withdrawal of the ratings for the MSBAM Series 2013-C11 Certificates) is permitted at any time on or after the first due date following the second anniversary of the securitization closing date. The Beverly Garland Hotel Mortgage Loan is open to prepayment at par during the final six months of the loan term.

The Borrower and the Sponsor. The borrower is Rio Vista Development Company, a single-purpose California limited partnership (the “Beverly Garland Hotel Borrower”) with one independent director. The Beverly Garland Hotel Borrower sponsor and non-recourse guarantor is James Crank.

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MSBAM 2013-C11 Beverly Garland Hotel

James Crank is the asset manager of the Beverly Garland Hotel Property and sole shareholder of RVD, Inc., the general partner of the Beverly Garland Hotel Borrower. He is the son of the Beverly Garland Hotel Property’s namesake, actress Beverly Garland and the builder/developer Fillmore Crank.

The Mortgaged Property. The Beverly Garland Hotel Property is a 255-room, full service hospitality property located in North Hollywood, California.  The Beverly Garland Hotel Property was built in 1971 and most recently renovated in 2012.  The guest room configuration consists of 95 king rooms, 21 king deluxe rooms, 11 king suites, 111 queen/queen rooms, 12 queen ADA rooms and five kid suites.  The Beverly Garland Hotel Property features the 75-seat Tula’s Café, two lounges, a coffee bar, fitness center, pool, tennis courts, business center and meeting rooms contributing to a total of 12,848 SF of meeting space.  There are 402 surface parking spaces.

The Beverly Garland Hotel Property currently operates under a franchise agreement with Holiday Inn that expires on November 30, 2013 with no option for renewal. The Beverly Garland Hotel sponsor plans to not renew the franchise agreement and will instead reposition the Beverly Garland Hotel Property as an upscale independent boutique hotel through a $13 million renovation and refurbishment that is expected to be completed by September 2014.

The Beverly Garland Hotel Property had a trailing 12-month period ended May 31, 2013 occupancy of 86.8%, ADR of $143.14 and RevPAR of $124.17. This represents an occupancy penetration of 107.4%, ADR penetration of 90.6% and a RevPAR penetration of 97.3%.

More specific information about the Beverly Garland Hotel Property is set forth in the table below:

Beverly Garland Hotel and Market Historical Occupancy, ADR, RevPAR
	Competitive Set			Beverly Garland Hotel			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2011	76.5%	$147.34	$112.65	82.8%	$127.28	$105.33	108.2%	86.4%	93.5%
2012	79.5%	$155.11	$123.33	84.6%	$139.17	$117.79	106.4%	89.7%	95.5%
TTM 5/31/2013	80.8%	$157.95	$127.57	86.8%	$143.14	$124.17	107.4%	90.6%	97.3%

Source: Industry Report.

The Market. The Beverly Garland Hotel Property is located in North Hollywood, within Los Angeles County, California.  The Beverly Garland Hotel Property is located approximately 5 miles south of Burbank Airport and 10 miles north of downtown Los Angeles, adjacent to Highway 101, a major north/south interstate connecting North Hollywood to downtown Los Angeles.  Major demand drivers in the area include Universal Studios Hollywood (2.0 miles southeast), NBC/Universal Studios (2.5 miles east), Warner Bros. Studios (2.5 miles east), Hollywood Bowl (3.5 miles south), Hollywood Walk of Fame (4.0 miles south), Sunset Strip/West Hollywood (7.0 miles southwest), Los Angeles Zoo (6.0 miles east) and Disneyland (37.0 miles southeast).

Competing properties to the Beverly Garland Hotel Property are shown in the table below:

Competitive Property Summary
Property	Rooms	Commercial %	Meeting & Group %	Leisure %	2012E Occupancy	2012E ADR	2012E RevPAR
Beverly Garland Hotel	255	20%	15%	65%	84.9%	$139.13	$118.13
Hilton Los Angeles Universal City	482	40%	25%	35%	84.0%	$173.00	$145.32
Hotel Amarano Burbank	132	50%	10%	40%	76.0%	$186.00	$141.36
Marriott Los Angeles Burbank Airport	488	50%	30%	20%	80.0%	$135.00	$108.00
Sheraton Universal City	449	35%	25%	40%	76.0%	$163.00	$123.88
Sportsmens Lodge	190	40%	30%	30%	75.0%	$118.00	$88.50
Total/Wtd. Avg.	1,996	39%	24%	36%	80.0%	$152.88	$122.23

Source: Appraisal.

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MSBAM 2013-C11 Beverly Garland Hotel

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Beverly Garland Hotel Property:

Cash Flow Analysis
	2011	2012	TTM 4/30/2013	UW	UW per Room
Occupancy	82.7%	84.7%	85.8%	80.0%
Average Daily Rate	$127.27	$139.13	$142.22	$142.22
REVPAR	$105.27	$117.80	$122.08	$113.78
Rooms Revenue	$9,797,753	$10,994,503	$11,362,364	$10,589,684	$41,528
Food & Beverage Revenue	$2,604,283	$2,795,258	$2,882,486	$2,882,486	$11,304
Other Income	$1,537,286	$1,637,128	$1,588,328	$1,588,328	$6,229
Total Revenue	$13,939,323	$15,426,889	$15,833,178	$15,060,498	$59,061
Total Expenses	$9,831,976	$11,183,569	$11,502,784	$10,966,752	$43,007
Net Operating Income	$4,107,347	$4,243,320	$4,330,394	$4,093,746	$16,054
FF&E	$557,764	$617,095	$633,351	$602,420	$2,362
Ground Lease Payment	$27,453	$27,453	$27,453	$27,453	$108
Net Cash Flow	$3,522,130	$3,598,773	$3,669,590	$4,436,874	$13,584
NOI DSCR	2.08x	2.15x	2.19x	2.07x
NCF DSCR	1.78x	1.82x	1.86x	1.76x
NOI Debt Yield	13.7%	14.2%	14.4%	13.7%
NCF Debt Yield	11.8%	12.0%	12.2%	11.6%

Escrows and Reserves. The Beverly Garland Hotel Borrower deposited $96,128 in escrow for annual real estate taxes at loan origination and is required to escrow $16,021 monthly. The Beverly Garland Hotel Borrower is required to escrow 1/12th of the annual estimated insurance premiums monthly (unless the Beverly Garland Hotel Borrower maintains insurance under a satisfactory blanket insurance policy). The Beverly Garland Hotel Borrower deposited $12,700,000 at loan origination in connection with the FF&E renovation plan. The Beverly Garland Hotel Borrower also is required on each payment date to make monthly deposits for FF&E reserves equal to 2% of the total gross revenue from the prior calendar month from the first payment date through the payment date occurring in July 2016 and 4% of the total gross revenue from the prior calendar month on each payment date thereafter.  The Beverly Garland Hotel Borrower is required to deposit 1/12th of the rent (including both base and additional rents) and other charges due under the ground lease monthly that the lender estimates will be payable during the next ensuing 12 months.

Lockbox and Cash Management. A hard lockbox is in place with respect to the Beverly Garland Hotel Mortgage Loan. The Beverly Garland Hotel Mortgage Loan has springing cash management. Provided a Cash Management Trigger (as defined below) has not commenced, funds in the lockbox account are swept daily to an account designated by the Beverly Garland Hotel Mortgage Loan Borrower. The Beverly Garland Hotel Mortgage Loan Borrower will be required to deposit all excess cash with respect to the Beverly Garland Hotel Mortgage Loan to be held by the lender as additional security for the Beverly Garland Hotel Mortgage Loan during a Cash Sweep Period (as defined below).

“Cash Management Trigger” means the occurrence of an event of default or the period commencing on the first day of the calendar month following the month during which the lender notifies Beverly Garland Hotel Borrower of its determination that the debt service coverage ratio is less than 1.25x for two consecutive calendar quarters, and ending on the last day of the calendar month during which the lender notifies the Beverly Garland Hotel Borrower of its determination that the debt service coverage ratio equals or exceeds 1.60x for two consecutive calendar quarters.

“Cash Sweep Period” means the period commencing on the first day of the calendar month following the month during which lender notifies the Beverly Garland Hotel Borrower of its determination that the debt service coverage ratio is less than 1.15x for two consecutive calendar quarters, and ending on the last day of the calendar month during which the lender notifies the Beverly Garland Hotel Borrower of its determination that the debt service coverage ratio equals or exceeds 1.15x for two consecutive calendar quarters.

Property Management. The Beverly Garland Hotel Property is managed by Marcus Hotels, Inc., a subsidiary of The Marcus Corporation (NYSE: MCS), under a management agreement expiring December 31, 2016 with one, five-year extension option remaining. Founded in 1935 and headquartered in Milwaukee, Wisconsin, Marcus Corporation through its Marcus Hotels & Resorts division manages 20 hotels and resorts nationwide including: The Pfister Hotel in Milwaukee, Wisconsin, The Platinum Hotel in Las Vegas, Nevada, Westin Columbus in Columbus, Ohio, Westin Atlanta Perimeter North in Atlanta, Georgia and Skirvin Hilton in Oklahoma City, Oklahoma.

Mezzanine Loan and Preferred Equity. Mezzanine financing in the amount of no more than $2,000,000 is permitted subject to various conditions, including, among others: (i) the principal amount of the mezzanine debt will not result in an aggregate loan-to-value of greater than 60%; (ii) the principal amount of the mezzanine debt will not result in an aggregate debt service coverage ratio of less than 1.80x; (iii) delivery of an intercreditor and standstill agreement; and (iv) to the extent commercially available, the lender receiving written confirmation from each applicable rating agency that such mezzanine loan will not cause a downgrade, withdrawal or qualification of the then-current rating of the MSBAM Series 2013-C11 Certificates.

Additional Secured Indebtedness (not including trade debts). Not permitted.

Release of Property. The Beverly Garland Hotel Borrower may obtain a release of the lien of the mortgage with respect to certain unimproved, non-income producing, non-material portions of the Beverly Garland Hotel Property including parking areas and/or easements for utilities or similar purposes, provided that such release does not materially impair the utility and operation of or have a material adverse effect on the value, current use or operation the remaining Beverly Garland Hotel Property; provided that no such release will be permitted unless, immediately after the release, either: (i) the ratio of

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MSBAM 2013-C11 Beverly Garland Hotel

the unpaid principal balance of the Beverly Garland Hotel Mortgage Loan to the appraised value of the Beverly Garland Hotel Property is equal to or less than 125% or (ii) the Beverly Garland Hotel Borrower pays down principal balance by the least of the following amounts (A) an amount equal to the net proceeds or other compensation paid by a governmental authority in connection with a transfer of unimproved, non-income producing portions of the Beverly Garland Hotel Property to governmental authorities for dedication or public use, (b) fair market value of release parcel or (c) amount so that the loan-to-value ratio does not increase after such release.

Terrorism Insurance. Generally, the Beverly Garland Hotel Borrower is required to maintain (or cause to be maintained) insurance against loss for acts of terrorism with respect to the Beverly Garland Hotel Property.

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MSBAM 2013-C11 Paddock Club

Mortgage Loan No. 10 – Paddock Club

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MSBAM 2013-C11 Paddock Club

Mortgage Loan No. 10 – Paddock Club

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MSBAM 2013-C11 Paddock Club

Mortgage Loan No. 10 – Paddock Club

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		BANA			Single Asset / Portfolio:	Single Asset
Credit Assessment: (Fitch/Moody’s/Morningstar)		NR/NR/NR			Property Address:	7925 Merrill Road Jacksonville, FL 32277
Original Balance:		$27,360,000			General Property Type:	Multifamily
Cut-off Date Balance:		$27,360,000			Detailed Property Type:	Garden
% of Initial Pool Balance:		3.2%			Number of Units:	440 Units
Loan Purpose:		Acquisition			Cut-off Date Balance Per Unit/SF:	$62,182
Borrower Name(s):		Arium St. Johns, LLC			Balloon / ARD Balance Per Unit/SF:	$55,744
Sponsor(s):		Darren W. DeVore and			Year Built / Year Renovated:	1989 / 2013
		Michael Patrick Carroll			Title Vesting:	Fee
Mortgage Rate:		4.449%			Property Manager:	Carroll Management Group, LLC
Note Date:		6/20/2013			Underwriting and Financial Information
First Payment Date:		8/1/2013			UW Revenues:	$4,410,872
Anticipated Repayment Date:		NAP			UW Expenses:	$2,114,807
Maturity Date:		7/1/2023			UW NOI:	$2,296,065
IO Period:		48 months			UW NCF:	$2,186,065
Original Term to Maturity or ARD:		120 months			UW NOI DSCR:	1.39x
Seasoning:		1 month			UW NCF DSCR:	1.32x
Original Amortization Term:		360 months			UW NOI Debt Yield:	8.4%
Loan Amortization Type:		Partial IO			UW NCF Debt Yield:	8.0%
Interest Accrual Basis:		Actual/360			UW NCF Debt Yield at Maturity:	8.9%
Prepayment Provisions:		LO (25); YM1/DEF (91); O (4)			Most Recent NOI (As of):	$2,436,485 (4/30/2013 TTM)
Lockbox / Cash Management:		Soft / Springing			2nd Most Recent NOI (As of):	$2,387,476 (12/31/2012)
Pari Passu Mortgage Debt:		None			3rd Most Recent NOI (As of):	$2,543,432 (12/31/2011)
Subordinate Mortgage Debt:		None			Appraised Value:	$35,700,000
Mezzanine Debt:		None			Appraisal As-of Date:	5/31/2013
Reserves(1)					Cut-off Date LTV Ratio:	76.6%
Type	Initial		Monthly	Cap	LTV Ratio at Maturity/ARD:	68.7%
RE Tax:	$226,116		$45,223	NAP	Occupancy Rate (As of):	95.7% (6/10/2013)
Insurance:	$0		Springing	NAP	2nd Most Recent Occupancy (As of):	90.4% (12/31/2012)
Deferred Maintenance:	$39,325		NAP	NAP	3rd Most Recent Occupancy (As of):	92.8% (12/31/2011)
Recurring Replacements:	$1,730,000		$9,167	NAP

(1) See “—Escrows and Reserves” below for further discussion of reserve requirements.

Paddock Club Mortgage Loan.

The Mortgage Loan.  The tenth largest mortgage loan (the “Paddock Club Mortgage Loan”) is an acquisition loan evidenced by a note in the original principal balance of $27,360,000 and secured by a first priority fee mortgage encumbering a 26 building, 440-unit multifamily apartment building complex known as Paddock Club in Jacksonville, Florida (the “Paddock Club Property”). The Paddock Club Mortgage Loan was originated June 20, 2013 by or on behalf of Bank of America, National Association. The proceeds of the Paddock Club Mortgage Loan were used to finance the acquisition of the Paddock Club Property for a purchase price of approximately $34.2 million.

The Paddock Club Mortgage Loan had an initial term of 120 months and has a remaining term of 119 months and a final maturity date of July 1, 2023. The Paddock Club Mortgage Loan requires payments of interest only for the initial 48 months and payments of principal and interest thereafter. After the first due date following the second anniversary of the securitization closing date, voluntary prepayment of the Paddock Club Mortgage Loan is permitted in whole on any date together with payment of the greater of a yield maintenance premium and 1% of the prepayment amount, and, if the prepayment is made other than on the payment date, interest which would have accrued through the next payment date. Defeasance with direct, non-callable obligations of the United States of America (or other non-callable government securities or other non-callable instruments that will not cause the trust to lose its REMIC status and, in each case, will not result in a downgrade or withdrawal of the ratings for the MSBAM Series 2013-C11 Certificates) is permitted at any time on or after the first due date following the second anniversary of the securitization closing date. The Paddock Club Mortgage Loan is open to prepayment at par during the final three months of the loan term.

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MSBAM 2013-C11 Paddock Club

The Borrower and the Sponsor.  The Paddock Club Borrower is Arium St. Johns, LLC, a Delaware limited liability company with one independent director (the “Paddock Club Borrower”). Equity ownership in the Paddock Club Borrower is held indirectly 95% by NRFC Carroll Holdings, LLC and 5% by Carroll Co-Invest II NRFC, LLC, which is indirectly owned by the Carroll Organization. Equity ownership in NRFC Carroll Holdings, LLC is held 95% by NRFC Sub-REIT Corp. and 5% by outside investors. NRFC Sub-REIT Corp. is indirectly owned by NorthStar Realty Finance Corp. Founded in 1997 and headquartered in New York, New York, NorthStar Realty Finance Corp. (NYSE:NRF) is a real estate investment trust (“REIT”) with approximately $9 billion of commercial real estate assets under management. NorthStar Realty Finance Corp. focuses on originating, structuring, acquiring, and managing senior and subordinate debt investments secured primarily by commercial, multifamily and healthcare properties.

The Paddock Club Mortgage Loan sponsors are Michael Patrick Carroll, Founder and Chief Executive Officer, and Darren W. DeVore, Principal, of the Carroll Organization. Founded in 2004 and headquartered in Atlanta, Georgia, the Carroll Organization manages approximately 10,200 multifamily units in six states, has three regional offices and employs over 250 people. The Carroll Organization has raised more than $200 million of equity through Carroll Organization-sponsored funds and joint ventures, with a current investment portfolio valued in excess of $600 million.

The Mortgaged Property.  The Paddock Club Property is a 26-building, two-story and three-story garden-style apartment building complex containing 440 units located in Jacksonville, Florida. The Paddock Club Property is situated at the intersection of Merrill Road and Hartsfield Road in the Greater Arlington submarket just off Interstate 295, which is the loop freeway encircling the City of Jacksonville. The Paddock Club Property was built in three phases: 1989, 1996 and 1997. The Paddock Club Property is currently undergoing an approximately $1.6 million property renovation related primarily to the interior of its units. Approximately 78 units to date have received some partial renovations. Some of the renovations include: new kitchen appliances, new kitchen faucet and bath vanity faucet, faux granite countertops, refinish cabinetry, kitchen and bath lighting fixtures, faux wood flooring in wet areas only and faux wood blinds. The Paddock Club sponsor has budgeted approximately $1.9 million to continue renovations post-acquisition.

As of June 10, 2013, the Paddock Club Property was 95.7% occupied. The units, which range from 1-bedroom through 3-bedroom layouts in both townhome-style and flat floor plans, total 478,824 SF of rentable area. The unit mix includes 96 1-bedroom units; 248 2-bedroom units and 96 3-bedroom units. All units are fully equipped with standard kitchen appliances with dishwasher and garbage disposal, air conditioning, cable television, ceiling fans, fireplace, patio/balcony and washer/dryer hookups. The complex amenities include clubhouse, fitness center, laundry room, playground, two swimming pools, two lighted tennis courts, sand volleyball court and car care area. Additionally, the Paddock Club Property has 867 surface parking spaces and 89 detached garages, for a total of 956 spaces (2.17 spaces per unit).

Thefollowing table presents certain information relating to the unit mix at the Paddock Club Property.

Paddock Club Property Unit Mix
Unit Type	Number of Units	Occupied Units	Occupancy	Average Unit Size (SF)	Average Monthly Rental Rate(1)	Average Monthly Rental Rate PSF
1 BR – 1 BA	96	92	95.8%	783	$670	$0.86
2 BR – 1 BA	104	98	94.2%	1,100	$813	$0.74
2 BR – 2 BA	144	141	97.9%	1,102	$824	$0.75
3 BR – 2 BA	96	90	93.8%	1,360	$959	$0.71
Total/Wtd. Avg.	440	421	95.7%	1,087	$817	$0.75

Source: Appraisal and underwritten rent roll.

(1) Average Monthly Rental Rate is for occupied units only.

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MSBAM 2013-C11 Paddock Club

The Market.  The Paddock Club Property is located in Jacksonville, Duval County, Florida approximately six miles east of downtown Jacksonville in the Greater Arlington submarket within the Jacksonville metropolitan statistical area (“MSA”). The Paddock Club Property is approximately 16 miles north of Jacksonville International Airport and ten miles east of Jacksonville’s beaches. The Paddock Club Property is located at 7925 Merrill Road and is adjacent to Interstate 295, which sees daily traffic of approximately 50,000 vehicles.

The Greater Arlington submarket had inventory of 9,392 units with vacancy of 14.8% and average rental rate of $650 per unit as of first quarter 2013. Duval County had an estimated 2013 population of approximately 888,874, which grew at an annual average rate of 0.8% from 2009 to 2013. The 2012 estimated population within a one-, two- and, three-mile radius of the Paddock Club Property was 12,153; 36,271 and 68,244, respectively. The 2012 estimated average household income within a one-, two- and, three-mile radius of the Paddock Club Property was $57,472; $57,330 and $53,072, respectively.

Jacksonville serves as a business, cultural and recreational center for the entire north Florida and southeast Georgia area. Employment in Duval County is concentrated in health care and social assistance; retail trade; finance and insurance; and accommodation and food services. Naval Air Station Jacksonville (25,000 employees), Mayport Naval Station (12,912 employees), Baptist Health System (8,276 employees), Wal-Mart Stores, Inc. (7,760 employees) and Publix Supermarkets, Inc. (7,215 employees) are the five largest employers in the Jacksonville MSA.

Comparable properties to the Paddock Club Property are shown in the charts below:

Competitive Property Summary
Property	Unit Type	Size	Rent Per Month	Rent PSF
The Villas at Dames Point Crossing	1BD/1BA 1BD/1BA Loft 2BD/2BA 2BD/2BA Loft	844 1,099 1,127 1,382	$849.00 $929.00 $989.00 $1,069.00	$1.01 $0.85 $0.88 $0.77
Madison Spring Woods	1BD/1BA 1BD/1BA 1BD/1BA 2BD/1BA 2BD/2BA 2BD/2BA	500 600 700 900 1,000 1,100	634.00 – $741.00 $655.00 – $798.00 $711.00 – $855.00 $913.00 – $928.00 $954.00 – $1,095.00 $1,067.00 – $1,096.00	$1.27 – $1.48 $1.09 – $1.33 $1.02 – $1.22 $1.01 – $1.03 $0.95 – $1.10 $0.97 – $1.00
The Canopy	1BD/1BA 1BD/1BA 1BD/1BA 2BD/1BA 2BD/2BA 2BD/2BA 3BD/2BA	629 766 788 915 1,100 1,138 1,338	$786.00 $866.00 $876.00 $946.00 $1,076.00 $1,096.00 $1,162.00	$1.25 $1.13 $1.11 $1.03 $0.98 $0.96 $0.87
Colonnade at Regency	1BD/1BA 1BD/1BA 1BD/1BA Loft 2BD/2BA 1BD/1BA Loft 2BD/2BA 3BD/2BA 2BD/2BA 3BD/2BA 2BD/2BA Loft	836 964 1,038 1,136 1,165 1,256 1,269 1,338 1,397 1,465	$850.00 – $900.00 $875.00 $985.00 $975.00 – $999.00 $900.00 $999.00 – $1,025.00 $1,200.00 $1,100.00 $1,329.00 $1,200.00 – $1,250.00	$1.02 – $1.08 $0.91 $0.95 $0.86 – $0.88 $0.77 $0.80 – $0.82 $0.95 $0.82 $0.95 $0.82 – $0.85
Bella Terraza Apartments	1BD/1BA 1BD/1BA 2BD/1BA 2BD/2BA 2BD/2BA 2BD/1.5BA 2BD/1.5BA 3BD/2BA 3BD/2BA 3BD/2BA 3BD/2.5BA	710 880 1,050 1,050 1,110 1,150 1,170 1,300 1,330 1,400 1,510	$750.00 $790.00 $880.00 $935.00 $935.00 $935.00 $965.00 $1,045.00 $1,085.00 $1,099.00 $1,155.00	$1.06 $0.90 $0.84 $0.89 $0.84 $0.81 $0.82 $0.80 $0.82 $0.79 $0.76

Source: Appraisal.

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MSBAM 2013-C11 Paddock Club

Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Paddock Club Property:

Cash Flow Analysis(1)
	2010	2011	2012	UW	UW Per Unit
Gross Potential Rent	$4,287,643	$4,247,717	$4,345,525	$4,315,584	$9,808.15
Other Income	$444,470	$448,842	$408,775	$416,692	$947.03
Less Vacancy & Credit Loss	($363,678)	($304,263)	($417,819)	($321,404)	(7.45%)
Effective Gross Income	$4,368,435	$4,392,296	$4,336,481	$4,410,872	$10,024.71
Total Operating Expenses	$1,756,174	$1,848,864	$1,949,005	$2,114,807	$4,806.38
Net Operating Income	$2,612,261	$2,543,432	$2,387,476	$2,296,065	$5,218.33
TI/LC	$0	$0	$0	$0	$0.00
Capital Expenditures	$0	$0	$0	$110,000	$250.00
Net Cash Flow	$2,612,261	$2,543,432	$2,387,476	$2,186,065	$4,968.33
Occupancy %	91.5%	92.8%	90.4%	92.6%
NOI DSCR	1.58x	1.54x	1.44x	1.39x
NCF DSCR	1.58x	1.54x	1.44x	1.32x
NOI Debt Yield	9.5%	9.3%	8.7%	8.4%
NCF Debt Yield	9.5%	9.3%	8.7%	8.0%

(1) Information is based on the underwritten rent roll.

Escrows and Reserves. The Paddock Club Borrower deposited $226,116 in escrow for annual real estate taxes at loan origination and is required to escrow $45,223 monthly. The Paddock Club Borrower is required to deposit 1/12th of the estimated insurance premiums monthly (unless the Paddock Club Property is part of a “blanket policy” acceptable to the lender). The Paddock Club Borrower deposited $39,325 in escrow for capital expenditures at loan origination. Additionally, the Paddock Club Borrower deposited $1,730,000 in escrow at loan origination and is required to escrow $9,167 monthly for recurring renovations.

Lockbox and Cash Management.A soft lockbox is in place with respect to the Paddock Club Mortgage Loan. The Paddock Club Mortgage Loan has springing cash management.  Provided a Cash Sweep Period (as defined below) has not commenced, funds in the lockbox account are swept daily to an account designated by the Paddock Club Borrower. The Paddock Club Borrower will be required to deposit all excess cash with respect to the Paddock Club Mortgage Loan to be held by the lender as additional security for the Paddock Club Mortgage Loan during a Cash Sweep Period.

A “Cash Sweep Period” will generally commence on date upon which the debt service coverage ratio for the immediately preceding four quarters is less than 1.15x and end when the debt service coverage ratio for the immediately preceding four quarters equals or exceeds 1.20x.

Property Management.The Paddock Club Property is managed by Carroll Management Group, LLC, an affiliate of the Paddock Club Borrower.

Mezzanine Loan and Preferred Equity. Not permitted.

Secured Indebtedness (not including trade debts).Not permitted.

Release of Property.  Not permitted.

Terrorism Insurance.  Generally, the insurance policies maintained by the Paddock Club Borrower are not permitted to contain an exclusion for acts of terrorism with respect to the Paddock Club Property.

III-81

MSBAM 2013-C11 ADG Pool 6

Mortgage Loan No. 11 – ADG Pool 6

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		BANA			Single Asset / Portfolio:	Portfolio
Credit Assessment: (Fitch/Moody’s/Morningstar)		NR/NR/NR			Property Address(1):	Various
Original Balance:		$25,657,000			General Property Type:	Manufactured Housing
Cut-off Date Balance:		$25,625,780			Detailed Property Type:	Manufactured Housing
% of Initial Pool Balance:		3.0%			Number of Pads(1):	1,379 Pads
Loan Purpose:		Refinance			Cut-off Date Balance Per Unit/SF:	$18,583
Borrower Name(s):		Plover Pointe Associates, LLC; Oakwood Associates, LLC; Northern Development Group, LLC			Balloon / ARD Balance Per Unit/SF:	$15,032
Sponsor(s):		Bruce Arbit; Jerry Benjamin; M. Nicol Padway; James Reitzner			Year Built / Year Renovated(1):	Various / Various
Mortgage Rate:		4.407%			Title Vesting:	Fee
Note Date:		6/11/2013			Property Manager:	Asset Development Group, Inc.
First Payment Date:		8/1/2013
Anticipated Repayment Date:		NAP			Underwriting and Financial Information
Maturity Date:		7/1/2023			UW Revenues:	$3,995,652
IO Period:		0 months			UW Expenses:	$1,574,621
Original Term to Maturity or ARD:		120 months			UW NOI:	$2,421,031
Seasoning:		1 month			UW NCF:	$2,352,081
Original Amortization Term:		360 months			UW NOI DSCR:	1.57x
Loan Amortization Type:		Amortizing			UW NCF DSCR:	1.52x
Interest Accrual Basis:		Actual/360			UW NOI Debt Yield:	9.4%
Prepayment Provisions:		LO (25); DEF (91); O (4)			UW NCF Debt Yield:	9.2%
Lockbox / Cash Management:		Springing / Springing			UW NCF Debt Yield at Maturity:	11.3%
Pari Passu Mortgage Debt:		None			Most Recent NOI (As of):	$2,418,415 (3/31/2013 TTM)
Subordinate Mortgage Debt:		None			2nd Most Recent NOI (As of):	$2,494,122(12/31/2012)
Mezzanine Debt:		None			3rd Most Recent NOI (As of):	$2,258,643 (12/31/2011)
Reserves					Appraised Value(1):	$34,010,000
Type	Initial		Monthly	Cap	Appraisal As-of Date(1):	Various
RE Tax:	$29,924		$29,924	NAP	Cut-off Date LTV Ratio:	75.3%
Insurance:	$0		Springing	NAP	LTV Ratio at Maturity/ARD:	61.0%
Deferred Maintenance:	$283,744		$0	NAP	Occupancy Rate (As of)(1):	86.8% (6/5/2013)
Recurring Replacements:	$0		$5,746	NAP	2nd Most Recent Occupancy (As of):	83.9% (12/31/2012)
					3rd Most Recent Occupancy (As of):	82.6% (12/31/2011)

(1) Individual property details are shown on the table below.

The ADG Pool 6 mortgage loan is secured by the fee interests in sixteen manufactured housing communities across Wisconsin. The communities range between 22 and 147 units and were built between 1960 and 1986. As of June 5, 2013, the average occupancy for the portfolio was 86.8%.

The properties are managed by Asset Development Group, Inc. (“ADG”), an affiliate of the ADG Pool 6 borrower. ADG is the largest owner/manager of land lease or manufactured housing communities in Wisconsin and the 29th largest in the country. Currently ADG manages 54 manufactured housing communities and three multi-family buildings, with a total of 5,699 units in Wisconsin, Minnesota, Michigan, Iowa, Ohio and Maryland.

The ADG Pool 6 sponsor is Bruce Arbit, Jerry Benjamin, M. Nicol Padway and James Reitzner, each a partner in ADG. The ADG Pool 6 sponsor is the same as the sponsor for the ADG Pool 1, ADG Pool 3, and ADG Pool 4 mortgage loans, which are also included in the MSBAM 2013-C11 transaction. ADG currently manages all 35 manufactured housing communities financed in the four loans, which have a total of 3,251 units across Wisconsin, Minnesota and Michigan, and an average occupancy as of June 5, 2013 of 88.1%.

Releases of individual properties are permitted through partial defeasance commencing two years after the closing of this transaction subject to 125% release prices and debt service coverage tests.

III-82

MSBAM 2013-C11 ADG Pool 6

ADG Pool 6 Property Overview
Property/Location	Address	City/State	Allocated Loan Amount	% of Allocated Loan Amount	No. of Units	Year Built	Year Reno-vated	Appraised Value	Appraised Value as of Date	% Leased as of 6/5/13
Manor Hill	63 Manor Hill Drive	Eden, WI	$3,425,000	13.3%	147	1970	NAP	$4,400,000	4/26/2013		89.8%
Lake Onalaska	1004 Second Avenue North	Onalaska, WI	$2,800,000	10.9%	124	1960	1990	$3,600,000	5/3/2013		94.4%
Shorecrest Pointe	8743 Sheridan Road	Kenosha, WI	$2,600,000	10.1%	81	1960	1994	$3,340,000	4/26/2013		97.5%
Camelot Acres	32 Camelot Lane #26	Rice Lake, WI	$2,454,500	9.6%	135	1970	NAP	$3,000,000	5/3/2013		83.0%
The Maples	4610 8th Street South	Wisconsin Rapids, WI	$1,725,000	6.7%	125	1985	1990	$2,800,000	5/3/2013		68.0%
Parkview Terrace	2430 Mary Street	Marinette, WI	$1,875,000	7.3%	130	1965	1985	$2,500,000	4/26/2013		96.9%
River View Manor	640 Meadow Street	Amery, WI	$1,867,500	7.3%	78	1970	NAP	$2,490,000	5/3/2013		94.9%
Balsam Lake	113 Tilltag Drive #1	Balsam Lake, WI	$1,612,500	6.3%	81	1970	NAP	$2,150,000	5/3/2013		87.7%
Plover Pointe Manor	4101 Hoover Avenue South	Plover, WI	$1,455,000	5.7%	62	1986	NAP	$1,940,000	5/3/2013		93.6%
Oak Manor	600 Oak Street	Waupaca, WI	$1,425,000	5.6%	90	1972	1990	$1,900,000	5/3/2013		80.0%
Oakwood Terrace	W10445 Highway 16 West	Portage, WI	$1,245,000	4.9%	66	1965	NAP	$1,660,000	4/26/2013		90.9%
Foxx Glen	3920 Hall Ave	Marinette, WI	$975,000	3.8%	76	1970	NAP	$1,300,000	4/26/2013		88.2%
Willow Grove	211 East Willow Drive	Spencer, WI	$  600,000	2.3%	49	1972	2005	$800,000	5/3/2013		77.6%
Kountry Squire	2155 Highway X	Mosinee, WI	$600,000	2.3%	52	1986	NAP	$800,000	4/26/2013		74.5%
Indianhead Manor	815 Park Avenue	Chippewa Falls, WI	$577,500	2.3%	61	1960	1990	$770,000	5/3/2013		73.3%
Markesan	531 West John Street	Markesan, WI	$420,000	1.6%	22	1970	NAP	$560,000	4/26/2013		100.0%
Total			$25,657,000	100%	1,379			$34,010,000

III-83

MSBAM 2013-C11       ADG Pool 4

Mortgage Loan No. 12 – ADG Pool 4

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		BANA			Single Asset / Portfolio:	Portfolio
Credit Assessment: (Fitch/Moody’s/Morningstar)		NR/NR/NR			Property Address(1):	Various
Original Balance(1):		$23,800,000			General Property Type:	Manufactured Housing
Cut-off Date Balance:		$23,771,039			Detailed Property Type:	Manufactured Housing
% of Initial Pool Balance:		2.8%			Number of Pads(1):	1,220 Pads
Loan Purpose:		Refinance			Cut-off Date Balance Per Unit/SF:	$19,484
Borrower Name(s)(2):		Blackhawk Development Group, LLC, Key Development Group, LLC, Meadows Development Group, LLC, Strategic Development Group, L.L.C., Marquette Development Group, LLC			Balloon / ARD Balance Per Unit/SF:	$15,762
Sponsor(s):		Bruce Arbit; Jerry Benjamin; M. Nicol Padway; James Reitzner			Year Built / Year Renovated(1):	Various / Various
Mortgage Rate:		4.407%			Title Vesting:	Fee
Note Date:		6/11/2013			Property Manager:	Asset Development Group, Inc.
First Payment Date:		8/1/2013
Anticipated Repayment Date:		NAP			Underwriting and Financial Information
Maturity Date:		7/1/2023			UW Revenues:	$3,982,451
IO Period:		0 months			UW Expenses:	$1,701,211
Original Term to Maturity or ARD:		120 months			UW NOI:	$2,281,240
Seasoning:		1 month			UW NCF:	$2,220,240
Original Amortization Term:		360 months			UW NOI DSCR:	1.59x
Loan Amortization Type:		Amortizing			UW NCF DSCR:	1.55x
Interest Accrual Basis:		Actual/360			UW NOI Debt Yield:	9.6%
Prepayment Provisions:		LO (25); DEF (91); O (4)			UW NCF Debt Yield:	9.3%
Lockbox / Cash Management:		Springing / Springing			UW NCF Debt Yield at Maturity:	11.5%
Pari Passu Mortgage Debt:		None			Most Recent NOI (As of):	$2,368,385 (3/31/2013 TTM)
Subordinate Mortgage Debt(2):		None			2nd Most Recent NOI (As of):	$2,348,517(12/31/2012)
Mezzanine Debt:		None			3rd Most Recent NOI (As of):	$2,191,603 (12/31/2011)
Reserves					Appraised Value(1):	$32,030,000
Type	Initial		Monthly	Cap	Appraisal As-of Date(1):	Various
RE Tax:	$50,818		$25,409	NAP	Cut-off Date LTV Ratio:	74.2%
Insurance:	$0		Springing	NAP	LTV Ratio at Maturity/ARD:	60.0%
Deferred Maintenance:	$220,517		$0	NAP	Occupancy Rate (As of):	88.8% (6/5/2013)
Recurring Replacements:	$0		$4,925	NAP	2nd Most Recent Occupancy (As of):	83.1% (12/31/2012)
Environmental Reserve(3):	$10,000		$0	NAP	3rd Most Recent Occupancy (As of):	78.6% (12/31/2011)

(1) Individual property details are shown on the table below.

(2) The ADG Pool 4 borrower is an obligor with respect to additional debt in the amount of $1,100,000; however, such debt is unsecured, the related sponsor has assumed such debt and there is a recourse carve-out with respect to such debt in the ADG Pool 4 mortgage loan agreement.

(3) The ADG Pool 4 borrower deposited $10,000 at loan origination related to an environmental reserve for water testing and filtration. The reserve will be released upon satisfactory closure of the issue.

The ADG Pool 4 mortgage loan is secured by the fee interests in thirteen manufactured housing communities across Wisconsin and Michigan. The properties range between 16 and 191 units and were built between 1950 and 1985. As of June 5, 2013, the average occupancy for the portfolio was 88.8%.

The properties are managed by Asset Development Group, Inc. (“ADG”), an affiliate of the ADG Pool 4 borrower. ADG is the largest owner/manager of land lease or manufactured housing communities in Wisconsin and the 29th largest in the country. Currently ADG manages 54 manufactured housing communities and three multi-family buildings, with a total of 5,699 units in Wisconsin, Minnesota, Michigan, Iowa, Ohio and Maryland.

The ADG Pool 4 sponsor is Bruce Arbit, Jerry Benjamin, M. Nicol Padway and James Reitzner, each a partner in ADG. The ADG Pool 4 sponsor is the same as the sponsor for the ADG Pool 1, the ADG Pool 3 and the ADG Pool 6 mortgage loans, which are also included in the MSBAM 2013-C11 transaction. ADG currently manages all 35 manufactured housing communities financed in the four loans, which have a total of 3,251 units across

III-84

MSBAM 2013-C11       ADG Pool 4

Wisconsin, Minnesota and Michigan, and an average occupancy as of June 5, 2013 of 88.1%.

Releases of individual properties are permitted through partial defeasance commencing two years after the closing of this transaction subject to 125% release prices and debt service coverage tests.

ADG Pool 4 Property Overview
Property/Location	Address	City/State	Allocated Loan Amount	% of Allocated Loan Amount	No. of Units	Year Built	Year Reno- vated	Appraised Value	Appraised Value as of Date	% Leased as of 6/5/13
Skyview Terrace	2742 Main Street	East Troy, WI	$4,102,500	17.2%	109	1965	1970	$5,470,000	4/26/2013	99.1%
Country Crossing	W 6150 County BB	Appleton, WI	$3,315,000	13.9%	127	1985	NAP	$4,140,000	5/3/2013	95.3%
Birch Terrace	N 4795 State Road 25	Menomonie, WI	$2,820,000	11.8%	191	1965	1982	$4,000,000	5/3/2013	77.5%
Lakeland	855 East Lake Street	Lake Mills, WI	$2,209,500	9.3%	122	1970	2001	$3,250,000	4/26/2013	96.4%
Cardinal Crest	1006 21st Street	Brodhead, WI	$2,400,000	10.1%	109	1970	NAP	$3,200,000	4/26/2013	92.7%
Meadowview Place	2400 Johnson Street	Janesville, WI	$2,295,000	9.6%	116	1965	2000	$3,060,000	4/26/2013	80.2%
Harbor Lights	902 Happy Valley Lane #90	Menasha, WI	$2,175,000	9.1%	95	1985	NAP	$2,900,000	5/3/2013	91.6%
Park Ridge	1300 Michigan Avenue	Iron Mountain, MI	$1,552,500	6.5%	89	1970	NAP	$2,070,000	4/26/2013	94.4%
Pioneer Village	777 Pioneer Road	Marquette, MI	$982,500	4.1%	90	1980	NAP	$1,310,000	4/26/2013	98.9%
Falls View	601 North Main Street	Fall River, WI	$825,000	3.5%	59	1960	NAP	$1,100,000	4/26/2013	76.3%
Northview Estates	2nd Street & Roosevelt Street	Fennimore, WI	$615,000	2.6%	72	1965	NAP	$820,000	5/3/2013	72.2%
Lake Bluff	927 Miller Street	Kewaunee, WI	$313,000	1.3%	25	1950	NAP	$450,000	5/3/2013	88.0%
Forest Glen	1450 Myrtle Street	Marinette, WI	$195,000	0.8%	16	1970	NAP	$260,000	4/26/2013	100.0%
Total			$23,800,000	100.0%	1,220			$32,030,000

III-85

MSBAM 2013-C11 University Towers Cooperative

Mortgage Loan No. 13 – University Towers Cooperative

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		MSMCH			Single Asset/ Portfolio:	Single Asset
Credit Assessment: (Fitch/Moody’s/Morningstar)		AAA/Aaa/AAA			Property Address:	175, 191 Willoughby Street and 122 Ashland Place Brooklyn, NY 11201
Original Balance:		$20,000,000			General Property Type:	Multifamily
Cut-off Date Balance:		$19,952,715			Detailed Property Type:	Cooperative
% of Initial Pool Balance:		2.3%			Number of Units:	549 Units
Loan Purpose:		Refinance			Cut-off Date Balance Per Unit/SF:	$36,344
Borrower Name(s):		University Towers Apartment Corp.			Balloon/ARD Balance Per Unit/SF:	$24,096
Sponsor(s):		University Towers Apartment Corp.			Year Built / Year Renovated:	1957, 1958, 1959 / NAP
Mortgage Rate:		3.210%			Title Vesting:	Fee
Note Date:		6/27/2013			Property Manager:	Cooper Square Realty, Inc.
First Payment Date:		8/1/2013			Underwriting and Financial Information
Anticipated Repayment Date:		NAP			UW Revenues(2):	$14,951,712
Maturity Date:		7/1/2023			UW Expenses(2):	$5,471,017
IO Period:		None			UW NOI(2):	$9,480,695
Original Term to Maturity or ARD:		120 months			UW NCF(2):	$9,342,195
Seasoning:		1 month			UW NOI DSCR(2):	7.70x
Original Amortization Term:		276 months			UW NCF DSCR(2):	7.59x
Loan Amortization Type:		Amortizing			UW NOI Debt Yield(2):	47.5%
Interest Accrual Basis:		Actual/360			UW NCF Debt Yield(2):	46.8%
Prepayment Provisions:		LO (23); YM1 (93); O (4)			UW NCF Debt Yield at Maturity(2):	70.6%
Lockbox/Cash Management:		NAP / NAP			Most Recent NOI (As of):	$1,216,407 (04/30/2013 TTM)
Pari Passu Mortgage Debt:		None			2nd Most Recent NOI (As of):	$1,020,190 (12/31/2012)
Subordinate Mortgage Debt(1):		Permitted			3rd Most Recent NOI (As of):	$978,889 (12/31/2011)
Mezzanine Debt:		None			Appraised Value:	$183,500,000
Reserves					Appraisal As-of Date:	6/4/2013
Type	Initial		Monthly	Cap	Cut-off Date LTV Ratio:	10.9%
RE Tax:	$0		$95,051	NAP	LTV Ratio at Maturity/ARD:	7.2%
Insurance:	$16,283		$16,283	NAP	Occupancy Rate (As of):	97.7% (4/30/2013)
					2nd Most Recent Occupancy (As of):	NAP
					3rd Most Recent Occupancy (As of):	NAP

(1) The University Towers Cooperative borrower is permitted to obtain additional financing secured by the University Towers Cooperative property, including a revolving or term line of credit, subject to lender’s consent and the following conditions, among others: (i) no event of default, (ii) the LTV of the combined first and second loans not to exceed 35%, as determined by lender, and (iii) the second lender executes lender’s standard subordination agreement.

(2) The University Towers Cooperative property is a cooperatively owned residential property. The above underwritten figures are based on an estimate of cash flow assuming market rental rates applied to each apartment type and estimated apartment rental expenses.

The University Towers Cooperative property consists of three 15-story apartment buildings constructed between 1957 and 1959 and converted to a cooperative in 1989. The buildings comprise a total of 540,000 gross SF and contain a combined total of 549 apartments, plus one professional unit and two superintendent units, for a total of 552 units. The unit mix consists of 84 studios, 252 one-bedrooms, 172 two-bedrooms and 41 three-bedrooms. The professional unit contains approximately 3,240 SF, and the two superintendent units are non-income generating and do not have any shares allocated to them. There are 93 sponsor-owned units, 89 of which are subject to rent stabilization. The professional space, owner-occupied by Long Island University, is situated on the ground floor of 175 Willoughby Street and is accessed via a private entrance from Fleet Place. The building amenities include a full-time doorman, full-time security, 314 on-site parking spaces, common sitting and courtyard areas, live-in superintendent, fitness center, community room and an on-site sales office and management office.

Within the past three years, two of three roofs have been replaced, heating systems have been replaced and mid-lobbies have been renovated. Over the next three to five years, planned capital expenditures include exterior façade repairs at an estimated cost of $500,000, replacement of 2,200 windows for $2.5 million, 45 hallway renovations at a cost of $1.5 million, exterior pavement at a cost of $1 million and lobby decorations and roof decks at a cost of $500,000.

The University Towers Cooperative property occupies the entire block front on the north side of Willoughby Street between Fleet Place and Ashland Place in the Downtown section of the borough of Brooklyn, New York. The immediate neighborhood features a mix of uses including large apartment complexes, office buildings, along with retail and mixed use properties. Downtown Brooklyn is connected to Manhattan by the Brooklyn and Manhattan Bridges. The Long Island Rail Road stops at the Atlantic Terminal at the intersection of Atlantic and Flatbush Avenues. Bus service is available along Myrtle Avenue. Subway service is provided by the 2, 3, 4, 5, A, C and G lines, with two station stops three blocks from the subject.

III-86

MSBAM 2013-C11  Wyndham - Virginia Beach

Mortgage Loan No. 14 – Wyndham - Virginia Beach

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		MSMCH			Single Asset/ Portfolio:	Single Asset
Credit Assessment: (Fitch/Moody’s/Morningstar)		NR/NR/NR			Property Address:	5700 Atlantic Avenue Virginia Beach, VA 23451
Original Balance:		$17,600,000			General Property Type:	Hospitality
Cut-off Date Balance:		$17,579,905			Detailed Property Type:	Full Service
% of Initial Pool Balance:		2.1%			Number of Rooms:	244 Rooms
Loan Purpose:		Refinance			Cut-off Date Balance Per Unit/SF:	$72,049
Borrower Name(s):		Mariner Associates, L.P			Balloon/ARD Balance Per Unit/SF:	$58,840
Sponsor(s):		Harmony Investments, Inc			Year Built / Year Renovated:	1939,1962,1972, 1985, 1999 / 2007
Mortgage Rate:		4.690%			Title Vesting:	Fee
Note Date:		6/4/2013			Property Manager:	Harmony Hospitality, Inc.
First Payment Date:		8/1/2013
Anticipated Repayment Date:		NAP			Underwriting and Financial Information
Maturity Date:		7/1/2023			UW Revenues:	$9,579,016
IO Period:		None			UW Expenses:	$7,239,843
Original Term to Maturity or ARD:		120 months			UW NOI:	$2,339,173
Seasoning:		1 month			UW NCF:	$1,956,013
Original Amortization Term:		360 months			UW NOI DSCR:	2.14x
Loan Amortization Type:		Amortizing			UW NCF DSCR:	1.79x
Interest Accrual Basis:		Actual/360			UW NOI Debt Yield:	13.3%
Prepayment Provisions:		LO (25); DEF (91); O (4)			UW NCF Debt Yield:	11.1%
Lockbox/Cash Management:		Soft / Springing			UW NCF Debt Yield at Maturity:	13.6%
Pari Passu Mortgage Debt:		None			Most Recent NOI (As of):	$2,339,386 (4/30/2013 TTM)
Subordinate Mortgage Debt(1):		$666,665			2nd Most Recent NOI (As of):	$2,493,486 (12/31/2012)
Mezzanine Debt:		None			3rd Most Recent NOI (As of):	$1,783,422 (12/31/2011)
Reserves					Appraised Value:	$25,800,000
Type	Initial		Monthly	Cap	Appraisal As-of Date:	5/2/2013
RE Tax:	$92,650		$19,302	NAP	Cut-off Date LTV Ratio:	68.1%
Insurance:	$85,669		$17,848	NAP	LTV Ratio at Maturity/ARD:	55.6%
Recurring Replacements:	$153,264		$31,930	NAP	Occupancy Rate (As of):	53.1% (4/30/2013)
Deferred Maintenance:	$21,600		$0	NAP	2nd Most Recent Occupancy (As of):	54.9% (12/31/2012)
Other(2):	$965,000		$0	NAP	3rd Most Recent Occupancy (As of):	54.5% (12/31/2011)
Seasonality Escrow	$273,524		$45,587	NAP

(1) The subordinate debt is the amount outstanding of a non-interest bearing loan by Wyndham Hotels and Resorts, LLC to the borrower, which is forgiven in part each year the franchise agreement is in place and is scheduled to be extinguished by the end of the current Wyndham franchise agreement provided the borrower is not in default under the franchise agreement. In the event of a borrower default under the franchise agreement, the remaining principal must be repaid within 10 days thereafter and the loan will bear interest at the lesser of 18% and the highest legal rate. The debt is unsecured.

(2) The Other Escrow consists of a $965,000 planned capital improvement escrow. Peak demand for the mortgaged property is May to September, and a seasonality escrow is in place.

The Wyndham – Virginia Beach mortgage loan is secured by a 17-story, 244 room, full-service hotel property located in a primarily residential area of Virginia Beach, Virginia. The mortgaged property is located on approximately 3.2 acres on the southeastern quadrant of Atlantic Avenue and 57th Street, directly fronting the Atlantic Ocean.

Room configurations include 48 King, 128 Double Queen, 46 Double, 12 Two Room King Suites, 6 King Jacuzzi rooms and 4 single Queen. The hotel also includes approximately 16,247 SF of meeting and banquet facilities, a 150 seat restaurant (Surf Club Ocean Grille), an indoor/outdoor swimming pool, an indoor whirlpool, a computer work station and an exercise room. There is on-site parking for 303 cars. In addition to beach related activities, primary area tourist attractions include the Virginia Air and Space Center, the Hampton University Museum, the Old Coast Guard Station Museum, the Virginia Aquarium & Marine Science Center and the Atlantic Wildfowl Heritage Museum. Federal government operations, government contractors, as well as area port and educational facilities also generate local hotel demand. The hotel had a trailing 12-months ending April 30, 2013 ADR of $131.55, average occupancy of 53.1%, and RevPAR of $69.87. Its estimated 2012 occupancy and RevPAR penetrations were 87.4% and 66.6%, respectively. The primary competitive set, including the mortgage property, consists of 5 hotels with 1,138 rooms, and had an estimated 2012 average occupancy of 61.5%, an average ADR of $173.97 and average RevPAR of $106.98. A 167-room Hilton Garden Inn is currently under construction approximately 2 miles south of the mortgaged property at 33rd Street along the Virginia Beach boardwalk.

The Wyndham Resort franchise agreement began in 2007 and has a current expiration date of March 31, 2022.

III-87

MSBAM 2013-C11 Gateway I Office Building

Mortgage Loan No. 15 – Gateway I Office Building

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		MSMCH			Single Asset/ Portfolio:	Single Asset
Credit Assessment: (Fitch/Moody’s/Morningstar)		NR/NR/NR			Property Address:	303 H Street Chula Vista, CA 91910
Original Balance:		$17,500,000			General Property Type:	Office
Cut-off Date Balance:		$17,500,000			Detailed Property Type:	Urban
% of Initial Pool Balance:		2.0%			Net Rentable Area:	100,901 SF
Loan Purpose:		Acquisition			Cut-off Date Balance Per Unit/SF:	$173
Borrower Name(s):		Bear Garden Investments LLC			Balloon/ARD Balance Per Unit/SF:	$143
Sponsor(s):		James Vincent Pleri; Faye Roslyn Kevlen			Year Built / Year Renovated:	2002 / NAP
Mortgage Rate:		4.960%			Title Vesting:	Fee
Note Date:		7/24/2013			Property Manager:	Mountain West Real Estate, Inc.
First Payment Date:		9/1/2013
Anticipated Repayment Date:		NAP			Underwriting and Financial Information
Maturity Date:		8/1/2023			UW Revenues:	$2,467,710
IO Period:		None			UW Expenses:	$727,950
Original Term to Maturity or ARD:		120 months			UW NOI:	$1,739,760
Seasoning:		0 months			UW NCF:	$1,558,066
Original Amortization Term:		360 months			UW NOI DSCR:	1.55x
Loan Amortization Type:		Amortizing			UW NCF DSCR:	1.39x
Interest Accrual Basis:		Actual/360			UW NOI Debt Yield:	9.9%
Prepayment Provisions:		LO (24); DEF (92); O (4)			UW NCF Debt Yield:	8.9%
Lockbox/Cash Management:		Hard / Springing			UW NCF Debt Yield at Maturity:	10.8%
Pari Passu Mortgage Debt:		None			Most Recent NOI (As of):	$1,346,899 (12/31/2012)
Subordinate Mortgage Debt:		None			2nd Most Recent NOI (As of):	$939,925 (12/31/2011)
Mezzanine Debt:		None			3rd Most Recent NOI (As of):	$699,105 (12/31/2010)
Reserves					Appraised Value:	$24,000,000
Type	Initial		Monthly	Cap	Appraisal As-of Date:	4/19/2013
RE Tax:	$112,176		$22,435	NAP	Cut-off Date LTV Ratio:	72.9%
Insurance:	$4,568		$2,284	NAP	LTV Ratio at Maturity/ARD:	60.0%
Recurring Replacements:	$0		$1,682	$60,552	Occupancy Rate (As of):	87.3% (4/1/2013)
TI/LC:	$250,000		$12,500	$750,000	2nd Most Recent Occupancy (As of):	87.0% (12/31/2012)
					3rd Most Recent Occupancy (As of):	51.0% (12/31/2011)

The Gateway I Office Building mortgage loan is secured by a 100,901 SF 5-story office building, including 20,539 SF of retail space, in Chula Vista, California, approximately 12 miles south of downtown San Diego. The property is located across H Street from the South County Regional Center, which is occupied by the Superior Court, the County Sheriff, the County Probation office, the District Attorney, Revenue and Recovery, and the County Board of Supervisors. Parking is available via a 995 space parking structure that is shared with the adjacent Gateway II Building. The South San Diego office submarket had a 26.2% vacancy rate at the end of 2012 and an average rental rate of $23.28 PSF full service gross on an annual basis. Within a 2 mile radius of the Gateway I Office Building property, the vacancy rate is estimated at 8.2% and the average rental rate is $23.76 PSF full service gross on an annual basis.

The largest tenant at the property, at 39,251 SF, is the County of San Diego (Fitch: AAA; Moody’s: Aa1; S&P: AAA), with a current lease expiration date of September 25, 2022. After September 30, 2016, the county has annual options to terminate its lease with 12 months of notice and payment of an early termination fee. If the lease is terminated in 2016 (the first termination option) the termination fee is approximately $1,240,000. The termination payment declines each year thereafter. The third largest property tenant, Chula Vista Executive Suites LLC, which leases approximately 10,000 SF at the property, is an affiliate of the loan sponsor.

An affiliate of Mountain West Real Estate (“Mountain West”), based in Chula Vista, originally developed the Gateway I Office Building and the adjoining Gateway II Office property. The adjoining Gateway II Office property was previously owned in part by an affiliate or affiliates of the loan sponsor; however, in 2012, the Gateway II Office property was subject to a non-judicial foreclosure. Mountain West was established in 1982 by James Peiri and is a commercial leasing, property and asset management, and construction management company.

III-88

MSBAM 2013-C11 Marriott Jacksonville

Mortgage Loan No. 16 – Marriott Jacksonville

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		BANA			Single Asset / Portfolio:	Single Asset
Credit Assessment: (Fitch/Moody’s/Morningstar)		NAP			Property Address:	4670 Salisbury Road Jacksonville, FL 32256
Original Balance:		$17,500,000			General Property Type:	Hospitality
Cut-off Date Balance:		$17,481,118			Detailed Property Type:	Full Service
% of Initial Pool Balance:		2.0%			Number of Rooms:	255 Rooms
Loan Purpose:		Refinance			Cut-off Date Balance Per Room:	$68,553
Borrower Name(s):		CP Jacksonville, LLC			Balloon / ARD Balance Per Room:	$56,437
Sponsor(s):		Columbia Sussex Corporation; Sussex Holdings, LLC			Year Built / Year Renovated:	1986 / 2006
Mortgage Rate:		4.935%			Title Vesting:	Leasehold
Note Date:		6/20/2013			Property Manager:	Columbia Sussex Management, LLC
First Payment Date:		8/1/2013
Anticipated Repayment Date:		NAP			Underwriting and Financial Information
Maturity Date:		7/1/2023			UW Revenues:	$10,338,558
IO Period:		0 months			UW Expenses:	$7,691,430
Original Term to Maturity or ARD:		120 months			UW NOI:	$2,647,128
Seasoning:		1 month			UW NCF:	$2,130,200
Original Amortization Term:		360 months			UW NOI DSCR:	2.37x
Loan Amortization Type:		Amortizing			UW NCF DSCR:	1.90x
Interest Accrual Basis:		Actual/360			UW NOI Debt Yield:	15.1%
Prepayment Provisions:		LO (25); DEF (92); O (3)			UW NCF Debt Yield:	12.2%
Lockbox / Cash Management:		Hard / Springing			UW NCF Debt Yield at Maturity:	14.8%
Pari Passu Mortgage Debt:		None			Most Recent NOI (As of):	$2,766,892 (4/30/2013 TTM)
Subordinate Mortgage Debt:		None			2nd Most Recent NOI (As of):	$2,468,240 (12/31/2012)
Mezzanine Debt:		None			3rd Most Recent NOI (As of):	$2,190,805 (12/31/2011)
Reserves					Appraised Value:	$30,300,000
Type	Initial		Monthly	Cap	Appraisal As-of Date:	5/1/2013
RE Tax:	$263,445		$29,272	NAP	Cut-off Date LTV Ratio:	57.7%
Insurance:	$0		Springing	NAP	LTV Ratio at Maturity/ARD:	47.5%
Immediate Repairs:	$204,501		$0	NAP	Occupancy Rate (As of):	64.5% (4/30/2013)
Recurring Replacements(1):	$0		Springing	$2,550,000	2nd Most Recent Occupancy (As of):	61.3% (12/31/2012)
Ground Rent Reserve(2):	$3,044,732		$0	NAP	3rd Most Recent Occupancy (As of):	58.8% (12/31/2011)

(1) Beginning January 1, 2016, the Marriott Jacksonville borrower is required to deposit monthly all excess cash related to a PIP reserve in anticipation of the November 2018 franchise agreement renewal.

(2) The Marriott Jacksonville borrower deposited upfront all remaining ground rent payments and the $2,250,000 fee interest purchase price.

The Marriott Jacksonville mortgage loan is secured by the leasehold interest in a nine-story, 255 room full service hotel in Jacksonville, Florida. Within seven miles of the hotel are the Jacksonville CBD, Deerwood Park (the city’s largest suburban office park with over 3.4 million SF of office space), St. John’s Town Center (the city’s premier retail destination) and The University of North Florida with a current enrollment of 16,000 students.

The Marriott Jacksonville offers a 120-seat restaurant and 50-seat lobby lounge, twelve meeting rooms totaling approximately 13,642 SF, indoor and outdoor pools, a whirlpool spa, fitness center, gift shop, business center, and room service dining. The hotel is operating under a franchise agreement with Marriott International, Inc. which runs through November 2018 with one five-year extension option.

The Marriott Jacksonville had trailing twelve months ended April 30, 2013 ADR of $117.00, average occupancy of 64.5% and RevPAR of $75.49. The estimated 2012 ADR, occupancy and RevPAR penetration were 121%, 94% and 113% respectively. The hotel’s primary competitive set, consisting of six hotels with 1,114 rooms, including the Marriott Jacksonville, had a 2012 estimated ADR of $97.20, average occupancy of 65% and RevPAR of $63.53. There is no known new hotel supply expected in the area.

The Marriott Jacksonville sponsor is Columbia Sussex Corporation and Sussex Holdings, LLC. Columbia Sussex Corporation is one of the largest private hotel companies in the world, owning and operating 35 hotels (11,504 rooms) across the United States and in St. Maarten. The Marriott Jacksonville sponsor acquired the leasehold interest in the Marriott Jacksonville in 2003 for $16,000,000 and has spent approximately $7,000,000 on renovations to the guest rooms and public spaces and for the creation of the lobby lounge. On June 1, 2016, the existing ground lease will expire and the Marriott Jacksonville sponsor will have the option to, and under the Marriott Jacksonville mortgage loan documents is required to, purchase the fee interest for $2,250,000, which amount has been deposited with the lender. After the purchase of the fee interest, the Marriott Jacksonville sponsor will have cash equity in the Marriott Jacksonville property of $7,750,000.

III-89

MSBAM 2013-C11 Limestone Ranch

Mortgage Loan No. 17 – Limestone Ranch

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		BANA			Single Asset / Portfolio:	Single Asset
Credit Assessment: (Fitch/Moody’s/Morningstar)		NR/NR/NR			Property Address:	12655 Crossroads Park Drive Houston, TX 77065
Original Balance:		$14,870,000			General Property Type:	Multifamily
Cut-off Date Balance:		$14,870,000			Detailed Property Type:	Garden
% of Initial Pool Balance:		1.7%			Number of Units:	256 Units
Loan Purpose:		Acquisition			Cut-off Date Balance Per Unit/SF:	$58,086
Borrower Name(s):		Arium Crossroads, LLC			Balloon / ARD Balance Per Unit/SF:	$52,073
Sponsor(s):		Darren W.  DeVore and			Year Built / Year Renovated:	1998 / NAP
		Michael Patrick Carroll			Title Vesting:	Fee
Mortgage Rate:		4.449%			Property Manager:	Carroll Management Group, LLC
Note Date:		6/20/2013			Underwriting and Financial Information
First Payment Date:		8/1/2013			UW Revenues:	$2,545,506
Anticipated Repayment Date:		NAP			UW Expenses:	$1,313,228
Maturity Date:		7/1/2023			UW NOI:	$1,232,278
IO Period:		48 months			UW NCF:	$1,168,278
Original Term to Maturity or ARD:		120 months			UW NOI DSCR:	1.37x
Seasoning:		1 month			UW NCF DSCR:	1.30x
Original Amortization Term:		360 months			UW NOI Debt Yield:	8.3%
Loan Amortization Type:		Partial IO			UW NCF Debt Yield:	7.9%
Interest Accrual Basis:		Actual/360			UW NCF Debt Yield at Maturity:	8.8%
Prepayment Provisions:		LO (25); YM1/DEF (91); O (4)			Most Recent NOI (As of):	$1,232,674 (4/30/2013 TTM)
Lockbox / Cash Management:		Soft / Springing			2nd Most Recent NOI (As of):	$1,200,078 (12/31/2012)
Pari Passu Mortgage Debt:		None			3rd Most Recent NOI (As of):	$1,088,985 (12/31/2011)
Subordinate Mortgage Debt:		None			Appraised Value:	$18,800,000
Mezzanine Debt:		None			Appraisal As-of Date:	5/28/2013
Reserves					Cut-off Date LTV Ratio:	79.1%
Type	Initial		Monthly	Cap	LTV Ratio at Maturity/ARD:	70.9%
RE Tax:	$284,398		$40,628	NAP	Occupancy Rate (As of):	95.3% (6/13/2013)
Insurance:	$0		Springing	NAP	2nd Most Recent Occupancy (As of):	88.0% (12/31/2012)
Deferred Maintenance:	$22,000		$0	NAP	3rd Most Recent Occupancy (As of):	88.7% (12/31/2011)
Recurring Replacements:	$822,988		$5,333	NAP

The Limestone Ranch mortgage loan is secured by a garden-style, multifamily apartment building complex, which consists of 256 units within 12 two- and three-story buildings. The unit mix includes 128 one-bedroom, 96 two-bedroom and 32 three-bedroom apartment layouts. Units range in size from 569 to 1,250 SF, with a weighted average of 884 SF. In-unit amenities at Limestone Ranch include standard kitchen appliances (refrigerator/freezer, range/oven, dishwasher), ceiling fans, patios, balconies and in-unit washer/dryers. The complex amenities include a clubhouse, fitness center, sports court, swimming pool/spa, detached garages and carports. As of June 13, 2013, Limestone Ranch was 95.3% occupied.

Limestone Ranch is located in Houston, Texas in the Cypress-Fairbanks submarket within the Houston-Galveston-Fort Bend Consolidated Metropolitan Statistical Area (“CMSA”). Limestone Ranch is situated at 12655 Crossroads Park Drive along the FM 1960/Highway 6/Highway 290 corridors within the West Energy area of West Houston. The Cypress-Fairbanks submarket has inventory of 25,450 units with vacancy of 5% and average rental rate of $835 per month as of first quarter 2013. The estimated 2012 population within a one-, three- and five-mile radius of Limestone Ranch was 11,175; 110,208 and 282,878, respectively. The estimated 2012 average household income within a one-, three- and five-mile radius of Limestone Ranch was $83,871; $87,162 and $94,253, respectively.

The Limestone Ranch Borrower is Arium Crossroads, LLC, a Delaware limited liability company with one independent director, is majority-owned byNRFC Carroll Joint Venture, LLC, a joint venture between NorthStar Realty Finance Corp. and the Carroll Organization. The Limestone Ranch mortgage loan sponsors are Michael Patrick Carroll, Founder and Chief Executive Officer, and Darren W. DeVore, Principal, of the Carroll Organization. Founded in 2004 and headquartered in Atlanta, Georgia, the Carroll Organization manages approximately 10,200 multifamily units in six states, has three regional offices and employs over 250 people. The Carroll Organization has raised more than $200 million of equity through Carroll Organization-sponsored funds and joint ventures, with a current investment portfolio valued in excess of $600 million.

III-90

MSBAM 2013-C11 Hilton Garden Inn Tuscaloosa

Mortgage Loan No. 18 – Hilton Garden Inn Tuscaloosa

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		BANA			Single Asset / Portfolio:	Single Asset
Credit Assessment: (Fitch/Moody’s/Morningstar)		NAP			Property Address:	800 Hollywood Boulevard Tuscaloosa, AL 35405
Original Balance:		$13,211,250			General Property Type:	Hospitality
Cut-off Date Balance:		$13,180,493			Detailed Property Type:	Limited Service
% of Initial Pool Balance:		1.5%			Number of Rooms:	122 Rooms
Loan Purpose:		Refinance			Cut-off Date Balance Per Room:	$108,037
Borrower Name(s):		Gopinath, LLC			Balloon / ARD Balance Per Room:	$68,372
Sponsor(s):		Chiman S. Patel; Vimu C. Patel			Year Built / Year Renovated:	2007 / NAP
Mortgage Rate:		4.890%			Title Vesting:	Leasehold
Note Date:		6/14/2013			Property Manager:	Kana Hotels, Inc.
First Payment Date:		8/1/2013
Anticipated Repayment Date:		NAP			Underwriting and Financial Information
Maturity Date:		7/1/2023			UW Revenues:	$4,512,526
IO Period:		0 months			UW Expenses:	$2,574,917
Original Term to Maturity or ARD:		120 months			UW NOI:	$1,937,610
Seasoning:		1 month			UW NCF:	$1,735,994
Original Amortization Term:		240 months			UW NOI DSCR:	1.87x
Loan Amortization Type:		Amortizing			UW NCF DSCR:	1.67x
Interest Accrual Basis:		Actual/360			UW NOI Debt Yield:	14.7%
Prepayment Provisions:		LO (25); DEF (91); O (4)			UW NCF Debt Yield:	13.2%
Lockbox / Cash Management:		Hard / In-Place			UW NCF Debt Yield at Maturity:	20.8%
Pari Passu Mortgage Debt:		None			Most Recent NOI (As of):	$2,046,503 (4/30/2013 TTM)
Subordinate Mortgage Debt:		None			2nd Most Recent NOI (As of):	$1,929,694 (12/31/2012)
Mezzanine Debt:		None			3rd Most Recent NOI (As of):	$1,989,536 (12/31/2011)
Reserves					Appraised Value:	$20,325,000
Type	Initial		Monthly	Cap	Appraisal As-of Date:	4/19/2013
RE Tax:	$50,175		$6,272	NAP	Cut-off Date LTV Ratio:	64.8%
Insurance:	$0		Springing	NAP	LTV Ratio at Maturity/ARD:	41.0%
Deferred Maintenance:	$75,000		$0	NAP	Occupancy Rate (As of):	76.1% (4/30/2013)
Recurring Replacements:	$0		$15,042	NAP	2nd Most Recent Occupancy (As of):	76.9% (12/31/2012)
Other(1):	$0		Springing	NAP	3rd Most Recent Occupancy (As of):	80.2% (12/31/2011)

(1) On date any PIP imposed by Franchisor, the Hilton Garden Inn Tuscaloosa borrower is required to deposit monthly 125% of required PIP related to a PIP reserve.

The Hilton Garden Inn Tuscaloosa mortgage loan is secured by the leasehold interest in a six-story, 122 room limited service hotel, constructed in 2007 and located in Tuscaloosa, Alabama. Within three miles of the hotel is The University of Alabama with a current enrollment of 33,600 students and DCH Regional Medical Center, Alabama’s third largest hospital whose trauma center serves all of west central Alabama. Demand segmentation at the hotel is approximately 40% commercial and 45% leisure.

The Hilton Garden Inn Tuscaloosa offers a 43-seat restaurant, five meeting rooms totaling approximately 2,984 SF, an indoor pool, whirlpool, exercise room, business center, and guest laundry. The hotel is operating under a franchise agreement with Hilton Inns, Inc. which runs through September 1, 2026. The ground lease under the property runs through May 31, 2016 with 55 one-year extension options.

The Hilton Garden Inn Tuscaloosa had trailing twelve months ended April 30, 2013 ADR of $121.82, average occupancy of 76.1% and RevPAR of $92.74. Its 2012 ADR, occupancy and RevPAR penetration were 104.6%, 112.8%, and 117.9% respectively. The hotel’s primary competitive set, consisting of seven hotels with 702 rooms, including the Hilton Garden Inn Tuscaloosa, had a 2012 ADR of $114.51, average occupancy of 68.2% and RevPAR of $78.12. Competing known new supply includes a 154 room Embassy Suites projected to open in downtown Tuscaloosa in early 2015.

The Hilton Garden Inn Tuscaloosa sponsor is Chiman S. Patel and Vimu C. Patel. Chiman Patel has owned and developed seventeen hotels across Alabama and in Oklahoma and Florida. Eight of those hotels are a part of his current portfolio. Chiman Patel is also a partner in HP Hotel Management Company, which manages over 40 hotels. The Hilton Garden Inn Tuscaloosa sponsor built the property for approximately $10,261,000.

III-91

MSBAM 2013-C11 Woodbridge Square Medical

Mortgage Loan No. 19 – Woodbridge Square Medical

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		MSMCH			Single Asset/ Portfolio:	Single Asset
Credit Assessment: (Fitch/Moody’s/Morningstar)		NR/NR/NR			Property Address:	4980 Barranca Parkway Irvine, CA 92604
Original Balance:		$12,200,000			General Property Type:	Office
Cut-off Date Balance:		$12,200,000			Detailed Property Type:	Medical
% of Initial Pool Balance:		1.4%			Net Rentable Area:	36,660 SF
Loan Purpose:		Refinance			Cut-off Date Balance Per Unit/SF:	$333
Borrower Name(s):		Woodbridge Medical Plaza I, LLC			Balloon/ARD Balance Per Unit/SF:	$288
Sponsor(s):		Richard E. Boureston			Year Built / Year Renovated:	2005 / NAP
Mortgage Rate:		4.910%			Title Vesting:	Fee
Note Date:		7/15/2013			Property Manager:	Pacific Coast Commercial Real Estate, Inc.
First Payment Date:		9/1/2013
Anticipated Repayment Date:		NAP			Underwriting and Financial Information
Maturity Date:		8/1/2023			UW Revenues:	$1,524,365
IO Period:		24 months			UW Expenses:	$425,431
Original Term to Maturity or ARD:		120 months			UW NOI:	$1,098,934
Seasoning:		0 months			UW NCF:	$997,753
Original Amortization Term:		360 months			UW NOI DSCR:	1.41x
Loan Amortization Type:		Partial IO			UW NCF DSCR:	1.28x
Interest Accrual Basis:		Actual/360			UW NOI Debt Yield:	9.0%
Prepayment Provisions:		LO (24); DEF (92); O (4)			UW NCF Debt Yield:	8.2%
Lockbox / Cash Management:		Hard / Springing			UW NCF Debt Yield at Maturity:	9.5%
Pari Passu Mortgage Debt:		None			Most Recent NOI (As of):	$1,054,050 (12/31/2012)
Subordinate Mortgage Debt:		None			2nd Most Recent NOI (As of):	$1,010,471 (12/31/2011)
Mezzanine Debt:		None			3rd Most Recent NOI (As of):	$930,418 (12/31/2010)
Reserves					Appraised Value:	$17,500,000
Type	Initial		Monthly	Cap	Appraisal As-of Date:	5/29/2013
RE Tax:	$31,549		$6,310	NAP	Cut-off Date LTV Ratio:	69.7%
Insurance:	$5,258		$584	NAP	LTV Ratio at Maturity/ARD:	60.3%
Recurring Replacements:	$0		$611	NAP	Occupancy Rate (As of):	100.0% (5/17/2013)
TI/LC:	$0		$6,416	$230,958	2nd Most Recent Occupancy (As of):	93.4% (12/31/2012)
Deferred Maintenance:	$13,239		$0	NAP	3rd Most Recent Occupancy (As of):	79.2% (12/31/2011)

The Woodbridge Square Medical property is a two-story medical office building located in Irvine, California. The property was developed by the Woodbridge Square Medical borrower in 2005, and is 100% leased to 18 medical tenants. The largest tenant is Bruce M. Albert, M.D. (9.3% of net rentable area, expiring in February 2015), an orthopedic surgeon specializing in sports injuries that has been in occupancy since 2005. The second largest tenant is OC Medical and Disc Institute (8.3% of net rentable area, expiring in September 2018), a chiropractic practice specializing in back, shoulder, and neck pain. The third largest tenant is Xuan Liu and Junli Zha, Corp. (7.4% of net rentable area, expiring in July 2015), a dental care group.

The Woodbridge Square Medical property is located in the south-central portion of Orange County. Irvine is located 40 miles southeast of Los Angeles, 85 miles north of San Diego and six miles inland from the Pacific Ocean. Neighboring communities include Newport Beach, Laguna Hills, Lake Forest, Tustin, Santa Ana, Costa Mesa and large portions of unincorporated Orange County. When the City of Irvine was developed, the master plan established a number of “villages” (akin to neighborhoods and commercial districts). The Woodbridge Square Medical property is located within Woodbridge Village, which was designed as a residential neighborhood supported by community commercial and public uses. The property is within close proximity of the Interstate 405 and 5 freeways, as well the Kaiser Permanente and Hoag Irvine Hospitals, which are located approximately 1.5 miles east of the Woodbridge Square Medical property.

During the past 35 years, the principals of The Boureston Companies have developed and built over 3 million SF, and managed approximately 1.2 million SF, of medical and general office space, retail, and industrial space in Southern California.

III-92

MSBAM 2013-C11 Spring Oaks Shopping Center

Mortgage Loan No. 20 – Spring Oaks Shopping Center

Mortgage Loan Information					Mortgaged Property Information
Mortgage Loan Seller:		BANA			Single Asset / Portfolio:	Single Asset
Credit Assessment: (Fitch/Moody’s/Morningstar)		NR/NR/NR			Property Address:	4711-4825 Spring Mountain Road Las Vegas, NV 89102
Original Balance:		$12,000,000			General Property Type:	Retail
Cut-off Date Balance:		$11,985,343			Detailed Property Type:	Anchored
% of Initial Pool Balance:		1.4%			Net Rentable Area:	125,150 SF
Loan Purpose:		Refinance			Cut-off Date Balance Per Unit/SF:	$96
Borrower Name:		Spring Oaks Shopping Center, LLC			Balloon / ARD Balance Per Unit/SF:	$77
Sponsor:		Jeff Damavandi			Year Built / Year Renovated:	1977 / 2012
Mortgage Rate:		4.390%			Title Vesting:	Fee
Note Date:		6/6/2013			Property Manager:	Damavandi Capital, LLC
First Payment Date:		8/1/2013
Anticipated Repayment Date:		NAP			Underwriting and Financial Information
Maturity Date:		7/1/2023			UW Revenues:	$1,578,317
IO Period:		0 months			UW Expenses:	$331,257
Original Term to Maturity or ARD:		120 months			UW NOI:	$1,247,060
Seasoning:		1 month			UW NCF:	$1,146,017
Original Amortization Term:		360 months			UW NOI DSCR:	1.73x
Loan Amortization Type:		Amortizing			UW NCF DSCR:	1.59x
Interest Accrual Basis:		Actual/360			UW NOI Debt Yield:	10.4%
Prepayment Provisions:		LO (25); DEF (91); O (4)			UW NCF Debt Yield:	9.6%
Lockbox / Cash Management:		Hard / In Place			UW NCF Debt Yield at Maturity:	11.8%
Pari passu Mortgage Debt:		None			Most Recent NOI (As of):	$1,208,174 (12/31/2012)
Subordinate Mortgage Debt:		None			2nd Most Recent NOI (As of):	$1,342,635 (12/31/2011)
Mezzanine Debt:		None			3rd Most Recent NOI (As of):	$1,085,127(12/31/2010)
Reserves					Appraised Value:	$18,750,000
Type	Initial		Monthly	Cap	Appraisal As-of Date:	4/15/2013
RE Tax:	$30,496		$7,624	NAP	Cut-off Date LTV Ratio:	63.9%
Insurance:	$0		Springing	NAP	LTV Ratio at Maturity/ARD:	51.7%
Recurring Replacements:	$0		$1,564	NAP	Occupancy Rate (As of):	97.2% (5/20/2013)
TI/LC Reserve:	$131,426		$4,000	NAP	2nd Most Recent Occupancy (As of):	100% (12/31/2012)
					3rd Most Recent Occupancy (As of):	100% (12/31/2011)

The Spring Oaks Shopping Center mortgage loan is secured by a 125,150 SF anchored shopping center in Las Vegas, Nevada. Spring Oaks Shopping Center is anchored by Shun Fat (51,759 SF/19.7% of base rent), an Asian supermarket chain, under a sublease expiring December 30, 2017 with five five-year extension options and Big Lots (24,000 SF/5.4% of base rent) under a lease expiring November 30, 2017 with one five-year and one ten-year extension option. As of May 20, 2013, the property was 97.2% leased by 19 tenants, six of which are considered credit tenants.

Spring Oaks Shopping Center is located in the heart of Las Vegas’ Chinatown, in the town of Spring Valley, two miles west of the Las Vegas Strip and five miles southwest of the Las Vegas CBD. The estimated 2012 population within a one-, three- and five-mile radius of the Spring Oaks Shopping Center was 31,966, 145,640 and 405,382, respectively. Estimated 2012 average household income within a one-, three- and five-mile radius of the Spring Oaks Shopping Center was $45,445, $53,561 and $54,791, respectively. The area continues to grow due to the rapidly expanding Asian population in Las Vegas.

The Spring Oaks Shopping Center sponsor is Jeff Damavandi, a private real estate investor with a portfolio of eleven commercial properties in five states and Mexico.

III-93

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APPENDIX IV

FORM OF DISTRIBUTION DATE STATEMENT

IV-1

(THIS PAGE INTENTIONALLY LEFT BLANK)

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

DISTRIBUTION DATE STATEMENT
	Table of Contents
		STATEMENT SECTIONS		PAGE(s)
		Certificate Distribution Detail		2
		Certificate Factor Detail		3
		Reconciliation Detail		4
		Other Required Information		5
		Cash Reconciliation Detail		6
		Current Mortgage Loan and Property Stratification Tables		7 - 9
		Mortgage Loan Detail		10
		NOI Detail		11
		Principal Prepayment Detail		12
		Historical Detail		13
		Delinquency Loan Detail		14
		Specially Serviced Loan Detail		15 - 16
		Advance Summary		17
		Modified Loan Detail		18
		Historical Liquidated Loan Detail		19
		Historical Bond / Collateral Realized Loss Reconciliation		20
		Interest Shortfall Reconciliation Detail		21 - 22
		Defeased Loan Detail		23
		Supplemental Reporting		24
	Depositor		Master Servicer	Special Servicer	Trust Advisor
	Banc of America Merrill Lynch Commercial Mortgage Inc. Bank of America Tower One Bryant Park New York, NY 10036 Contact:     David S. Fallick Phone Number:  (980) 388-7451	Wells Fargo Bank, N.A. 1901 Harrison Street Oakland, CA 94612 Contact: REAM_InvestorRelations@WellsFargo.com Phone Number:		Midland Loan Services A Division of PNC Bank, N.A. 10851 Mastin Street, Building 82 Overland Park, KS 66210 Contact:    Valerie Nichols Email:        raffe@nrfc.com	Situs Holdings LLC 2 Embarcadero Center, Suite 1300 San Francisco, CA 94111 Contact:             George Wisniewski Phone Number:    (415) 374-2832
	This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties.  Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information. Please visit www.ctslink.com for additional information and special notices.  In addition, certificateholders may register online for email notification when special notices are posted.  For information or assistance please call 866-846-4526.

Page 1 of 24

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

Certificate Distribution Detail
Class	CUSIP	Pass-Through Rate	Original Balance	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss/ Additional Trust  Fund Expenses	Total Distribution	Ending Balance	Current Subordination  Level (1)
A-1		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-2		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-AB		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-3		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-4		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-S		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
B		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
PST		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
C		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
D		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
E		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
F		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
G		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
H		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
J		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
R		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals			0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Class	CUSIP	Pass-Through Rate	Original Notional Amount	Beginning Notional Amount	Interest Distribution	Prepayment Premium	Total Distribution	Ending Notional Amount
X-A X-B		0.000000% 0.000000%	0.00 0.00	0.00 0.00	0.00 0.00	0.00 0.00	0.00 0.00	0.00 0.00
(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A).

Page 2 of 24

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

Certificate Factor Detail
Class	CUSIP	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss/ Additional Trust Fund Expenses	Ending Balance
A-1		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
A-2		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
A-AB		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
A-3		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
A-4		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
A-S		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
B		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
PST		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
C		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
D		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
E		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
F		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
G		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
H		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
J		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
R		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
Class	CUSIP	Beginning Notional Amount	Interest Distribution	Prepayment Premium	Ending Notional Amount
X-A X-B		0.00000000 0.00000000	0.00000000 0.00000000	0.00000000 0.00000000	0.00000000 0.00000000

Page 3 of 24

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

Reconciliation Detail
Principal Reconciliation
	Stated Beginning Principal Balance	Unpaid Beginning Principal Balance	Scheduled Principal	Unscheduled Principal	Principal Adjustments	Realized Loss	Stated Ending Principal Balance	Unpaid Ending Principal Balance	Current Principal Distribution Amount
Total	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Certificate Interest Reconciliation
Class	Accrual Dates	Accrual Days	Accrued Certificate Interest	Net Aggregate Prepayment Interest Shortfall	Distributable Certificate Interest	Distributable Certificate Interest Adjustment	WAC CAP Shortfall	Additional Trust Fund Expenses	Interest Distribution	Remaining Unpaid Distributable Certificate Interest
A-1	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-2	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-AB	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-3	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-4	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-A	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-B	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-S	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
B	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
PST	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
C	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
D	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
E	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
F	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
G	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
H	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
J	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals		0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Page 4 of 24

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

Other Required Information
Available Distribution Amount (1)	0.00
		Appraisal Reduction Amount
			Appraisal	Cumulative	Most Recent
		Loan	Reduction	ASER	App. Red.
		Number	Effected	Amount	Date
		Total
(1) The Available Distribution Amount includes any Prepayment Premiums.

Page 5 of 24

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

Cash Reconciliation Detail
Total Funds Collected			Total Funds Distributed
Interest:			Fees:
Interest paid or advanced	0.00		Master Servicing Fee - Wells Fargo Bank, N.A.	0.00
Interest reductions due to Non-Recoverability Determinations	0.00		Trustee Fee - Deutsche Bank Trust Company Americas	0.00		��
Interest Adjustments	0.00		Certificate Administration Fee - Wells Fargo Bank, N.A.	0.00
Deferred Interest	0.00		Insurer Fee	0.00
Net Prepayment Interest Shortfall	0.00		Trust Advisor Fee - Situs Holdings, LLC	0.00
Net Prepayment Interest Excess	0.00		Total Fees		0.00
Extension Interest	0.00		Additional Trust Fund Expenses:
Interest Reserve Withdrawal	0.00
Total Interest Collected		0.00	Reimbursement for Interest on Advances	0.00
			ASER Amount	0.00
Principal:			Special Servicing Fee	0.00
Scheduled Principal	0.00		Rating Agency Expenses	0.00
Unscheduled Principal	0.00		Attorney Fees & Expenses	0.00
Principal Prepayments	0.00		Bankruptcy Expense	0.00
Collection of Principal after Maturity Date	0.00		Taxes Imposed on Trust Fund	0.00
Recoveries from Liquidation and Insurance Proceeds	0.00		Non-Recoverable Advances	0.00
Excess of Prior Principal Amounts paid	0.00		Other Expenses	0.00
Curtailments	0.00		Total Additional Trust Fund Expenses		0.00
Negative Amortization	0.00
Principal Adjustments	0.00		Interest Reserve Deposit		0.00
Total Principal Collected		0.00
			Payments to Certificateholders & Others:
Other:			Interest Distribution	0.00
Prepayment Penalties/Yield Maintenance	0.00		Principal Distribution	0.00
Repayment Fees	0.00		Prepayment Penalties/Yield Maintenance	0.00
Borrower Option Extension Fees	0.00		Borrower Option Extension Fees	0.00
Equity Payments Received	0.00		Equity Payments Paid	0.00
Net Swap Counterparty Payments Received	0.00		Net Swap Counterparty Payments Paid	0.00
Total Other Collected		0.00	Total Payments to Certificateholders & Others		0.00
Total Funds Collected		0.00	Total Funds Distributed		0.00

Page 6 of 24

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

Current Mortgage Loan and Property Stratification Tables Aggregate Pool

Property Type (1)

State (1)

Property Type

# of Props.

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (3)

State

# of Props.

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (3)

Totals

Totals

Seasoning

Seasoning

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (3)

Totals

See footnotes on last page of this section.

Page 7 of 24

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

Current Mortgage Loan and Property Stratification Tables Aggregate Pool

Scheduled Balance

Anticipated Remaining Term (ARD and Balloon Loans)

Scheduled Balance

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (3)

Anticipated Remaining Term (2)

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (3)

Totals

Remaining Amortization Term (ARD and Balloon Loans)

Totals

Remaining Amortization Term

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (3)

Note Rate

Note Rate

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (3)

Totals

Remaining Stated Term (Fully Amortizing Loans)

Remaining Stated Term

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (3)

Totals

Totals

See footnotes on last page of this section.

Page 8 of 24

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

Current Mortgage Loan and Property Stratification Tables Aggregate Pool

Debt Yield Ratio (4)

Debt Service Coverage Ratio (3)

Debt Yield Ratio

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (3)

Debt Service Coverage Ratio

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (3)

Totals

Age of Most Recent NOI

Totals

Age of Most Recent NOI

# of loans

Scheduled Balance

% of Agg. Bal.

WAM (2)

WAC

Weighted Avg DSCR (3)

Totals

(1) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-Off Date balance of each property as disclosed in the offering document.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the Maturity Date.

(3) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the most current DSCR provided by the Master Servicer is used. To the extent that no DSCR is provided by the Master Servicer, information from the offering document is used. The DSCRs reported by the Master Servicer may be based on a period of less than 12 months. Regardless, DSCRs are normalized based on the Most Recent Financial as of Start and End Dates as reported on the NOI Detail page of this statement. The Certificate Administrator makes no representations as to the accuracy of the data provided by the borrower for this calculation.

(4) Debt Yield Ratios are calculated using the ending scheduled loan balance and the most current NOI provided by the Master Servicer. If no NOI information is provided by the Master Servicer, the NOI provided in the prospectus supplement is used. The NOI reported by the Master Servicer may be based on a period of less than 12 months. When this is the case, the NOI is annualized using the Most Recent Financial as of Start and End Dates as reported on the NOI Detail page of this statement.

Page 9 of 24

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

Mortgage Loan Detail

Loan Number

ODCR

Property Type (1)

City

State

Interest Payment

Principal Payment

Gross Coupon

Anticipated Repayment Date

Maturity Date

Neg. Amort (Y/N)

Beginning Scheduled Balance

Ending Scheduled Balance

Paid Thru Date

Appraisal Reduction Date

Appraisal Reduction Amount

Res. Strat. (2)

Mod. Code (3)

Totals

(1) Property Type Code						(2) Resolution Strategy Code									(3) Modification Code
MF	-	Multi-Family	OF	-	Office	1	-	Modification	6	-	DPO	10	-	Deed in Lieu Of	1	-	Maturity Date Extension	6	-	Capitalization of Interest
RT	-	Retail	MU	-	Mixed Use	2	-	Foreclosure	7	-	REO			Foreclosure	2	-	Amortization Change	7	-	Capitalization of Taxes
HC	-	Health Care	LO	-	Lodging	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	3	-	Principal Write-Off	8	-	Principal Write-Off
IN	-	Industrial	SS	-	Self Storage	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	4	-	Blank	9	-	Combination
WH	-	Warehouse	OT	-	Other	5	-	Note Sale			to Master Servicer	13	-	Other or TBD	5	-	Termporary Rate Reduction
MH	-	Mobile Home Park

Page 10 of 24

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

	NOI Detail
	Loan Number	ODCR	Property Type	City	State	Ending Scheduled Balance	Most Recent Fiscal NOI (1)	Most Recent NOI (1)	Most Recent NOI Start Date	Most Recent NOI End Date
	Total
(1) The Most Recent Fiscal NOI and Most Recent NOI fields correspond to the financial data reported by the Master Servicer. An NOI of 0.00 means the Master Servicer did not report NOI figures in their loan level reporting.

Page 11 of 24

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

Principal Prepayment Detail
Loan Number	Loan Group	Offering Document Cross-Reference	Principal Prepayment Amount		Prepayment Penalties
			Payoff Amount	Curtailment Amount	Prepayment Premium	Yield Maintenance Premium
Totals

Page 12 of 24

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

Historical Detail
	Delinquencies							Prepayments		Rate and Maturities
	Distribution Date	30-59 Days #          Balance	60-89 Days #          Balance	90 Days or More #          Balance	Foreclosure #          Balance	REO #          Balance	Modifications #          Balance	Curtailments #          Balance	Payoff #          Balance	Next Weighted Avg. Coupon     Remit	WAM
	Note: Foreclosure and REO Totals are excluded from the delinquencies.

Page 13 of 24

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

Delinquency Loan Detail

Loan Number

Offering Document Cross-Reference

# of Months Delinq.

Paid Through Date

Current P & I Advances

Outstanding P & I Advances **

Status of Mortgage Loan (1)

Resolution Strategy Code (2)

Servicing Transfer Date

Foreclosure Date

Actual Principal Balance

Outstanding Servicing Advances

Bankruptcy Date

REO Date

Totals

(1) Status of Mortgage Loan									(2) Resolution Strategy Code
A	-	Payment Not Received	0	-	Current	4	-	Assumed Scheduled Payment	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of
		But Still in Grace Period	1	-	One Month Delinquent			(Performing Matured Balloon)	2	-	Foreclosure	7	-	REO			Foreclosure
		Or Not Yet Due	2	-	Two Months Delinquent	5	-	Non Performing Matured Balloon	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff
B	-	Late Payment But Less	3	-	Three or More Months Delinquent				4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties
		Than 1 Month Delinquent							5	-	Note Sale			to Master Servicer	13	-	Other or TBD
** Outstanding P & I Advances include the current period advance.

Page 14 of 24

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

Specially Serviced Loan Detail - Part 1

Distribution Date

Loan Number

Offering Document Cross-Reference

Servicing Transfer Date

Resolution Strategy Code (1)

Scheduled Balance

Property Type (2)

State

Interest Rate

Actual Balance

Net Operating Income

NOI Date

DSCR

Note Date

Maturity Date

Remaining Amortization Term

(1) Resolution Strategy Code									(2) Property Type Code
1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	MF	-	Multi-Family	OF	-	Office
2	-	Foreclosure	7	-	REO			Foreclosure	RT	-	Retail	MU	-	Mixed use
3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	HC	-	Health Care	LO	-	Lodging
4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	IN	-	Industrial	SS	-	Self Storage
5	-	Note Sale			to Master Servicer	13	-	Other or TBD	WH  MH	- -	Warehouse Mobile Home Park	OT	-	Other

Page 15 of 24

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

Specially Serviced Loan Detail - Part 2
Distribution Date	Loan  Number	Offering Document Cross-Reference	Resolution Strategy Code (1)	Site Inspection Date	Phase 1 Date	Appraisal Date	Appraisal Value	Other REO Property Revenue	Comment

(1) Resolution Strategy Code
	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of
	2	-	Foreclosure	7	-	REO			Foreclosure
	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff
	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties
	5	-	Note Sale			to Master Servicer	13		Other or TBD

Page 16 of 24

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

Advance Summary
	Current P&I Advances	Outstanding P&I Advances	Outstanding Servicing Advances	Current Period Interest on P&I and Servicing Advances Paid
Totals	0.00	0.00	0.00	0.00

Page 17 of 24

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

Modified Loan Detail
Loan Number	Offering Document Cross-Reference	Pre-Modification Balance	Post-Modification Balance	Pre-Modification Interest Rate	Post-Modification Interest Rate	Modification Date	Modification Description
Totals

Page 18 of 24

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

Historical Liquidated Loan Detail

Distribution Date

ODCR

Beginning Scheduled Balance

Fees, Advances, and Expenses *

Most Recent Appraised Value or BPO

Gross Sales Proceeds or Other Proceeds

Net Proceeds Received on Liquidation

Net Proceeds Available for Distribution

Realized Loss to Trust

Date of Current Period Adj. to Trust

Current Period Adjustment to Trust

Cumulative Adjustment to Trust

Loss to Loan with Cum Adj. to Trust

Current Total

Cumulative Total

* Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).

Page 19 of 24

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

Historical Bond/Collateral Loss Reconciliation Detail
Distribution Date	Offering Document Cross-Reference	Beginning Balance at Liquidation	Aggregate Realized Loss on Loans	Prior Realized Loss Applied to Certificates	Amounts Covered by Credit Support	Interest (Shortages)/ Excesses	Modification /Appraisal Reduction Adj.	Additional (Recoveries) /Expenses	Realized Loss Applied to Certificates to Date	Recoveries of Realized Losses Paid as Cash	(Recoveries)/  Losses Applied to  Certificate Interest
Totals

Page 20 of 24

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

Interest Shortfall Reconciliation Detail - Part 1
Offering Document Cross-Reference	Stated Principal Balance at Contribution	Current Ending Scheduled Balance	Special Servicing Fees					Non-Recoverable (Scheduled Interest)	Interest on Advances	Modified Interest Rate (Reduction) /Excess
			Monthly	Liquidation	Work Out	ASER	(PPIS) Excess
Totals

Page 21 of 24

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

Interest Shortfall Reconciliation Detail - Part 2
	Offering	Stated Principal	Current Ending	Reimb of Advances to the Servicer
	Document	Balance at	Scheduled	Current Month	Left to Reimburse	Other (Shortfalls)/	Comments
	Cross-Reference	Contribution	Balance		Master Servicer	Refunds
	Totals
	Interest Shortfall Reconciliation Detail Part 2 Total				0.00
	Interest Shortfall Reconciliation Detail Part 1 Total				0.00
	Total Interest Shortfall Allocated to Trust				0.00

Page 22 of 24

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

Defeased Loan Detail
	Loan Number	Offering Document Cross-Reference	Ending Scheduled Balance	Maturity Date	Note Rate	Defeasance Status
	Totals

Page 23 of 24

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 Commercial Mortgage Pass-Through Certificates Series 2013-C11	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available   www.ctslink.com
		Payment Date:	09/17/2013
		Record Date:	08/30/2013
		Determination Date:	09/11/2013

Supplemental Reporting

Other Disclosable Special Servicer Fees

Page 24 of 24

APPENDIX V

MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

As of the Closing Date, each mortgage loan seller will make, with respect to each mortgage loan sold by it that we include in the Issuing Entity, representations and warranties generally to the effect set forth below.  The exceptions to the representations and warranties set forth below are set forth in APPENDIX VI attached to this free writing prospectus.  Capitalized terms used but not otherwise defined in this APPENDIX V will have the meanings set forth in this free writing prospectus or, if not defined in this free writing prospectus, in the applicable mortgage loan purchase agreement or the Pooling and Servicing Agreement.

Each mortgage loan purchase agreement, together with the related representations and warranties, serves to contractually allocate risk between the mortgage loan seller, on the one hand, and the Issuing Entity, on the other.  Disclosure regarding the representations and warranties is 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 Mortgage Note or Mortgage was subject to any assignment (other than assignments to Seller), participation or pledge, and 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) Mortgage Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, 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 Mortgage 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 Mortgage 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 Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage 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 Mortgage Note, Mortgage or other Mortgage Loan documents.

(3) Mortgage Provisions.  The Mortgage 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

V-1

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 by written instruments set forth in the related Mortgage File (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty, and related Mortgage 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 Mortgagor 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 from Seller constitutes a legal, valid and binding assignment from Seller.  Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor.  Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or with respect to those Mortgage Loans described in paragraph (34) hereof, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph (6) set forth in APPENDIX VI attached to this free writing prospectus (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 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 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 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 constitutes a Crossed Mortgage Loan, the lien of the Mortgage for the related Crossed Mortgage Loan or Crossed Mortgage Loans; provided that none of such 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 Mortgagor’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, no claims have been made

V-2

by Seller thereunder and no claims have been paid thereunder. Neither Seller nor, to 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 Loans, there are, as of origination, and to Seller’s knowledge, as of the Closing Date, no subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s liens (which are the subject of the representation in paragraph (5) above), and equipment and other personal property financing).  Except as set forth in APPENDIX VI attached to this free writing prospectus, Seller has no knowledge of any mezzanine debt secured directly by interests in the related Mortgagor.

(8)Assignment of Leases and Rents.  There exists as part of the related Mortgage File an Assignment of Leases (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 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 Mortgagor 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, 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, has submitted or caused to be 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 Mortgagor 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.

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 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, which 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

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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 Seller’s knowledge as of the Closing Date, there is no proceeding pending, and, to Seller’s knowledge as of the date of origination and as of the Closing 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 Seller’s knowledge as of the Closing Date, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’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 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 Mortgage Loan documents are being conveyed by Seller to Purchaser or its servicer.

(15) No Holdbacks.  The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule 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 Mortgagor 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 Mortgage 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 equivalent) from Moody’s or “A-” from S&P (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 Mortgagor 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 Mortgage 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 Mortgagor is required to maintain insurance in the maximum amount available under the National Flood Insurance Program.

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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 Mortgagor 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 Mortgage 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 or “A-” by S&P in an amount not less than 100% of the SEL.

The Mortgage 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 Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums.  All such insurance policies (other than commercial liability policies) require at least ten (10) days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least thirty (30) days prior notice to the lender of termination or cancellation (or such lesser period, not less than ten (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 Mortgagor 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

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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 Mortgagor 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 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 Certain Laws.  The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.

(22) Authorized to do Business.  To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.

(23) Trustee under Deed of Trust.  With respect to each Mortgage which is a deed of trust, as of the date of origination and, to 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 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

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Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by Seller for similar commercial and multifamily mortgage loans intended for securitization, 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 insurance policy or (ii) would not have a material adverse effect on the Mortgage Loan.  The terms of the Mortgage Loan documents require the Mortgagor to comply in all material respects with all applicable governmental regulations, zoning and building laws.

(25) Licenses and Permits.  Each Mortgagor covenants in the Mortgage 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 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 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 Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.

(26) Recourse Obligations.  The Mortgage Loan documents for each Mortgage Loan provide that such Mortgage Loan (a) becomes full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by the Mortgagor; (ii) Mortgagor or guarantor shall have colluded with (or, alternatively, solicited or caused to be solicited) other creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) voluntary transfers of either the Mortgaged Property or equity interests in Mortgagor made in violation of the Mortgage Loan documents; and (b) contains provisions providing for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of Mortgagor’s (i) misappropriation of rents after the occurrence of an event of default under the Mortgage Loan; (ii) misappropriation of (A) insurance proceeds or condemnation awards or (B) security deposits or, alternatively, the failure of any security deposits to be delivered to lender upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior to a Mortgage Loan event of default); (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the Mortgage Loan documents; or (v) commission of intentional material physical waste at the Mortgaged Property.

(27) Mortgage Releases.  The terms of the related Mortgage or related Mortgage 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 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) below), (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 material 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 Mortgage Loan documents, condition such release of collateral on the related Mortgagor’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

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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 Mortgagor 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 Mortgagor can be required to pay down the principal balance of the Mortgage Loan in an amount not less than the amount required by the loan-to-value ratio and other requirements of the REMIC Provisions and, to such extent, condemnation awards may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, 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 or a portion thereof, including due to a partial condemnation, other than in compliance with the loan-to-value ratio and other requirements of the REMIC Provisions.

(28) Financial Reporting and Rent Rolls.  Each Mortgage requires the Mortgagor 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 Mortgagor are in the form of an annual combined balance sheet of the Mortgagor 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 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 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 Mortgage 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; provided that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor 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 Mortgage 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 Mortgagor 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 Mortgage Loan documents (which provide for transfers without the consent of the lender which are customarily acceptable to Seller lending on the security of property comparable to the related Mortgaged Property,

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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 Mortgage Loan documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Mortgagor, 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 Mortgage Loan documents, (iii) transfers of less than, or other than, a controlling interest in the related Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage 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 APPENDIX VI attached to this free writing prospectus, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan, or future permitted mezzanine debt or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Serviced Companion Loan or Non-Serviced Companion Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests (iii) any Crossed Mortgage Loan, as set forth on APPENDIX I to this free writing prospectus or (iv) Permitted Encumbrances.  The Mortgage or other Mortgage 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 Mortgagor 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 Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding.  Both the Mortgage Loan documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-off Date Principal Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off Date Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor.  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 Principal Balance equal to $5 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Mortgaged Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage 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 Mortgaged Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor 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 Mortgage Loan documents, can be defeased (a “Defeasance”), (i) the Mortgage Loan documents provide for Defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor 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 Mortgagor is required to provide a certification from an independent certified public accountant that the collateral is sufficient to

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make all scheduled payments under the Mortgage Note as set forth in clause (iii) above; (v) if the Mortgagor 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 Mortgagor 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 Mortgagor is required to pay all rating agency fees associated with Defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with Defeasance, including, but not limited to, accountant’s fees and opinions of counsel.

(33) Fixed Interest Rates.  Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of ARD loans and situations where default interest is imposed.

(34) Ground Leases.  For purposes of the Mortgage Loan Purchase 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 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 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 Mortgagor 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 (including pursuant to foreclosure) 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;

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(f)      Seller has not received any written notice of material default under or notice of termination of such Ground Lease.  To 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 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 Seller in connection with loans originated for securitization;

(j)      Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage 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 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 Seller (or the related originator if 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 APPENDIX V.

(37) No Material Default; Payment Record.  No Mortgage Loan has been more than thirty (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 thirty (30) days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date.  To 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

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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 Seller in this APPENDIX V.  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 Mortgage Loan documents.

(38) Bankruptcy.  As of the date of origination of the related Mortgage Loan and as of the Closing Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.

(39) Organization of Mortgagor.  With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage Loan, the Mortgagor 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 Mortgagor that is an Affiliate of another Mortgagor.  An “Affiliate” for purposes of this paragraph (39) means, a Mortgagor that is under direct or indirect common ownership and control with another Mortgagor.

(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 Mortgagor 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, 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 Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated, abated or contained in all material respects prior to the date hereof, and, if and as appropriate, a no further action, completion or closure letter or its equivalent, 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 or investigation is required); (D) an environmental policy or a lender’s 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 Mortgagor was identified as the responsible party for the 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 Mortgagor 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, the Mortgage File or this free writing prospectus, there is no Environmental Condition at the related Mortgaged Property.

(41) Appraisal.  The Mortgage 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 a Member of the Appraisal Institute (“MAI”) and that (i) was engaged directly by the originator of the Mortgage Loan or Seller, or a correspondent or agent of the originator of the Mortgage Loan or Seller, and (ii) to Seller’s knowledge, had no interest, direct or indirect, in

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the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan. 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.

(42) Mortgage Loan Schedule.  The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as an exhibit to the Mortgage Loan Purchase Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein.

(43) Cross-Collateralization.  No Mortgage Loan is cross-collateralized or cross-defaulted with any other Mortgage Loan that is outside the Trust, except as set forth on Schedule 2-B of Exhibit 2 to the applicable Mortgage Loan Purchase Agreement.

(44) Advance of Funds by Seller.  After origination, no advance of funds has been made by Seller to the related Mortgagor other than in accordance with the Mortgage Loan documents, and, to Seller’s knowledge, no funds have been received from any person other than the related Mortgagor or an affiliate for, or on account of, payments due on the Mortgage Loan (other than as contemplated by the Mortgage 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 Mortgage Loan documents).  Neither Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor 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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APPENDIX VI

EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

As of the Closing Date, each mortgage loan seller will make, with respect to each mortgage loan sold by it that we include in the Issuing Entity, representations and warranties generally to the effect set forth in APPENDIX V attached to this free writing prospectus, and will take the exceptions to such representations and warranties set forth in this APPENDIX VI.  Capitalized terms used but not otherwise defined in this APPENDIX VI will have the meanings set forth in this free writing prospectus or, if not defined in this free writing prospectus, in the applicable mortgage loan purchase agreement or the Pooling and Servicing Agreement.

Each mortgage loan purchase agreement, together with the related representations and warranties and any exceptions taken thereto, serves to contractually allocate risk between the mortgage loan seller, on the one hand, and the Issuing Entity, on the other.  Disclosure regarding the representations and warranties and any exceptions thereto is for the sole purpose of describing some of the terms and conditions of that risk allocation.  The presentation of representations and warranties and exceptions 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 related representations and warranties and exceptions as presented in such APPENDIX V and this APPENDIX VI.

BANK OF AMERICA, NATIONAL ASSOCIATION MORTGAGE LOANS

APPENDIX 1 ID#	Mortgage Loan	Representation	Exception
2	The Mall at Tuttle Crossing	(1) Whole Loan; Ownership of Mortgage Loans.	The related mortgage also secures the following pari passu non-serviced companion loan: promissory note A-1 in the original principal amount of $30,000,000.
5	Marriott Chicago River North Hotel	(1) Whole Loan; Ownership of Mortgage Loans.	The related mortgage also secures the following pari passu non-serviced companion loan: promissory note A-2 in the original principal amount of $65,000,000.
5	Marriott Chicago River North Hotel	(6) Permitted Liens; Title Insurance.	Marriott International has purchase rights pursuant to franchise agreements in the event the related Mortgaged Property is transferred to a competitor, however, such repurchase rights are subordinate to the lien of the Mortgage Loan.
11	ADG Pool 6	(6) Permitted Liens; Title Insurance.	With respect to the Lake Onalaska Mortgaged Property – There is a right of first refusal in a related easement dated March 31, 1980, however, the title company insured against any loss as a result of the grantor exercising its option.

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APPENDIX 1 ID# Mortgage Loan Representation Exception

38	Walgreens - McAllen, TX	(6) Permitted Liens; Title Insurance.	The sole tenant, Walgreens Company, has a right of first refusal to purchase the Mortgaged Property should the borrower receive a Bona Fide Offer to purchase the Mortgaged Property or a portion thereof, however, such right of first refusal does not apply in the case of a foreclosure sale or deed-in-lieu of foreclosure with respect to the Mortgaged Property, provided that for purposes of the foregoing, a “Bona Fide Offer” means either (i) a written description of the terms and conditions upon which landlord is willing to sell the offered property or (ii) a written offer made or received by landlord for the sale of the offered property, and which landlord intends to accept.
11	ADG Pool 6	(12) Condemnation.	There is a potential condemnation with respect to the Camelot Acres Mortgaged Property for an easement for water lines and right-of-way purposes.
	All BANA Mortgage Loans	(16) Insurance.	The related Mortgage Loan documents do not specify that the replacement value does not include a deduction for physical depreciation.
2	The Mall at Tuttle Crossing	(16) Insurance.	The related Mortgage Loan documents permit up to 10% of the insurers to have a claims-paying or financial strength rating of at least “A:VII” from A.M. Best Company.
11	ADG Pool 6	(24) Local Law Compliance.	Legal non-conforming as to use and/or improvements (set-back, building size, density and/or parking), however, the use and improvements are grandfathered and law and ordinance coverage was obtained.
12	ADG Pool 4	(24) Local Law Compliance.	Legal non-conforming as to use and/or improvements (set-back, building size, density and/or parking), however, the use and improvements are grandfathered and law and ordinance coverage was obtained.
28	ADG Pool 3 (Lannon Estates)	(24) Local Law Compliance.	Legal non-conforming as to building size and, however, the use and improvements are grandfathered and law and ordinance coverage was obtained.
	All BANA Mortgage Loans	(26) Recourse Obligations.	The related Mortgage Loan documents do not use the exact phrase “intentional material physical waste”.

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APPENDIX 1 ID# Mortgage Loan Representation Exception

3	Matrix Corporate Center	(27) Mortgage Releases.	The related borrower may obtain a release of the lien of the mortgage with respect to a certain 25 acre unimproved, non-income producing, non-material portion of the Mortgaged Property (the “Designated Outparcel”), subject to certain conditions set forth in the related Mortgage Loan agreement including, but not limited to,  receipt by the mortgagee of a restrictive covenant encumbering the Designated Outparcel that runs with the land which prohibits the development by any successor owner of the Designated Outparcel of a full service gaming casino facility so long as the Mortgage Loan is outstanding and provided that such release does not materially impair the utility and operation of or have a material adverse effect on the value, current use or operation the remaining Mortgaged Property; provided no such release will be permitted unless, immediately after the release, either: (i) the ratio of the unpaid principal balance of the related Mortgage Loan to the appraised value of the Mortgaged Property is equal to or less than one hundred twenty-five percent (125%) or (ii) such borrower pays down principal balance by the least of the following amounts (A) an amount equal to the net proceeds or other compensation paid by a governmental authority in connection with a transfer of unimproved, non-income producing portions of the related Mortgaged Property to governmental authorities for dedication or public use, (b) fair market value of release parcel or (c) amount so that the loan-to-value ratio does not increase after such release.
3 9 11 12 16 23 25 28 33	Matrix Corporate Center Beverly Garland Hotel ADG Pool 6 ADG Pool 4 Marriott Jacksonville ADG Pool 1 Heathwood Village ADG Pool 3 (Lannon Estates) Autumn Sunrise Apartments	(27) Mortgage Releases.	The related borrower may obtain a release of the lien of the mortgage with respect to certain unimproved, non-income producing, non-material portions of the Mortgaged Property including parking areas and/or easements for utilities or similar purposes, provided that such release does not materially impair the utility and operation of or have a material adverse effect on the value, current use or operation the remaining Mortgaged Property; provided that no such release will be permitted unless, immediately after the release, either: (i) the ratio of the unpaid principal balance of the related Mortgage Loan to the appraised value of the Mortgaged Property is equal to or less than one hundred twenty-five percent (125%) or (ii) such borrower pays down principal balance by the least of the following amounts (A) an amount equal to the net proceeds or other compensation paid by a governmental authority in connection with a transfer of unimproved, non-income producing portions of the related Mortgaged Property to governmental authorities for dedication or public use, (b) fair market value of release parcel or (c) amount so that the loan-to-value ratio does not increase after such release.

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APPENDIX 1 ID# Mortgage Loan Representation Exception

11 12 23	ADG Pool 6 ADG Pool 4 ADG Pool 1	(27) Mortgage Releases.	Provided no event of default has occurred and is continuing, the related borrower may, after the date that is two years from the closing of the securitization, obtain a release of the lien of the mortgage as to any related individual Mortgaged Property (each, a “Release Property”) through a partial defeasance in the amount of the “Release Amount” (as defined below) with respect to such Release Property, provided that the debt service coverage ratio for the remaining related Mortgaged Properties after such partial defeasance must be equal to the greater of (A) the debt service coverage ratio as of the closing date of such Mortgage Loan or (B) the debt service coverage ratio as determined for the twelve (12) months immediately preceding the such release. “Release Amount” means the sum of (i) the Allocated Loan Amount (as set forth in a schedule to the Mortgage Loan agreement) for the applicable Mortgaged Property and (ii) twenty-five percent (25%) of the Allocated Loan Amount for the applicable Mortgaged Property.
34	First Trust Portfolio	(27) Mortgage Releases.	Provided no event of default has occurred and is continuing, the related borrower may, after the date that is two years from the closing of the securitization, obtain a release of the lien of the mortgage as to any related individual Mortgaged Property (each, a “Release Property”) through a partial defeasance in the amount of the “Release Amount” (as defined below) with respect to such Release Property, provided that the debt service coverage ratio for the remaining related Mortgaged Properties after such partial defeasance must be not be less than the greater of (i) the debt service coverage ratio as of the closing date of the related Mortgage Loan and (ii) the debt service coverage ratio immediately prior to the release of the Release Property “Release Amount” means an amount equal to 1.20 multiplied by (i) $2,275,000 for the San Marcos Mortgaged Property or (ii) $1,787,000 for the Wheat Ridge Mortgaged Property.
2	The Mall at Tuttle Crossing	(29) Acts of Terrorism Exclusion.	The related Mortgage Loan documents provide that the deductible for acts of terrorism may not exceed $500,000 per claim. The amount of such deductible may be considered higher than customary.
3	Matrix Corporate Center	(30) Due on Sale or Encumbrance.	The related Mortgage Loan documents permit the related borrower to incur mezzanine debt at any time after the date upon which the executed lease from  a certain tenant (Cartus Corporation) has been received, provided, among other things, that no event of default has occurred and is continuing, the ratio of the outstanding principal balance of the related mortgage loan and the related mezzanine loan does not exceed seventy five percent (75%), a resulting debt service coverage ratio of no less than 1.60x, a resulting debt yield no less than ten percent (10%), execution of an intercreditor agreement in form and substance reasonably acceptable to the lender and written confirmation from the rating agencies that such mezzanine loan will not cause a downgrade, withdrawal or qualification of the then-current rating of the Certificates.

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APPENDIX 1 ID# Mortgage Loan Representation Exception

9	Beverly Garland Hotel	(30) Due on Sale or Encumbrance.	The related Mortgage Loan documents permit the related borrower to incur mezzanine debt, provided, among other things, that no event of default has occurred and is continuing, the ratio of the outstanding principal balance of the related mortgage loan and the related mezzanine loan does not exceed sixty percent (60%), a resulting debt service coverage ratio of no less than 1.80x, execution of an intercreditor agreement in form and substance reasonably acceptable to the lender and written confirmation from the rating agencies that such mezzanine loan will not cause a downgrade, withdrawal or qualification of the then-current rating of the Certificates.
26	Hampton Inn - Burlington, NC	(30) Due on Sale or Encumbrance.	The related Mortgage Loan documents permit the related borrower to incur mezzanine debt, provided, among other things, that no event of default has occurred and is continuing, the ratio of the outstanding principal balance of the related mortgage loan and the related mezzanine loan does not exceed seventy percent (70%), a resulting debt service coverage ratio of no less than 1.70x, a resulting debt yield no less than eleven and one half percent (11.5%), execution of an intercreditor agreement in form and substance acceptable to the lender and written confirmation from the rating agencies that such mezzanine loan will not cause a downgrade, withdrawal or qualification of the then-current rating of the Certificates.
3 9 11 12 16 23 28 33	Matrix Corporate Center Beverly Garland Hotel ADG Pool 6 ADG Pool 4 Marriott Jacksonville ADG Pool 1 ADG Pool 3 (Lannon Estates) Autumn Sunrise Apartments	(31) Single-Purpose Entity.	Borrower is a recycled Single-Purpose Entity.
12	ADG Pool 4	(31) Single-Purpose Entity.	The related borrower is an obligor with respect to additional debt in the amount of $1,100,000, however, such debt is unsecured, the related guarantor has assumed such debt and there is a recourse carveout with respect to such debt in the related Mortgage Loan agreement.
28	ADG Pool 3 (Lannon Estates)	(31) Single-Purpose Entity.	The related borrower is an obligor with respect to additional debt in the amount of $2,363,150, however, such debt is unsecured, the related guarantor has assumed such debt and there is a recourse carveout with respect to such debt in the related Mortgage Loan agreement.

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APPENDIX 1 ID# Mortgage Loan Representation Exception

5	Marriott Chicago River North Hotel	(34) Ground Leases.	The related Ground Lease states that lender will be deemed to have consented to any requested modification, amendment, or alteration of the Ground Lease if the lender (1) fails to respond to a request for consent to such modification, amendment, or alteration to the Ground Lease within ten (10) business days, and (2) fails to respond within five (5) business days to a subsequent notice given by the requester.
9	Beverly Garland Hotel	(34) Ground Leases.	The related Ground Lease relates to portion of the parking (approximately 37 spaces) at the Mortgaged Property needed for parking compliance, however, if such Ground Lease is terminated, the borrower is obligated to keep the Mortgaged Property in compliance with parking requirements.  In addition, the Mortgage Loan documents include a recourse carveout if there are any losses due to the termination of the Ground Lease.  The borrower is also required to prepay the Mortgage Loan if following a termination of the Ground Lease the loan-to-value ratio exceeds one hundred twenty-five percent (125%) in amount equal to the greater of (i) the fair market value of the Ground Lease at the time of termination or (ii) an amount so that loan-to-value ratio is not greater than it was prior to the termination. The lender’s consent is not required for any amendment, modification, cancellation or termination of the Ground Lease. The related Ground Lease expires in 2026 and the ground lessor is not required to enter into a new lease with lender upon termination of the Ground Lease. The related Ground Lease requires the consent of the lessor for assignments, however, the lender was recognized in the estoppel. The ground lessor is not required to give the lender notice of default under the Ground Lease. The lender does not have cure rights, however, a failure of lessee to cure would be a default under the related Mortgage Loan agreement. The related Ground Lease requires the consent of lessor for any sublease. The related Ground Lease is silent with respect to insurance proceeds and condemnation awards.
16	Marriott Jacksonville	(34) Ground Leases.	The Mortgagor may terminate the Ground Lease based on substantial casualty (more than 50%) or total taking/condemnation, however, the related Mortgage Loan documents provide lender with the power to exercise borrower’s option to purchase in the event of an early termination. The term of the Ground Lease ends in 2016, however, the Ground Lease contains an option to purchase which has been assigned to the lender under the related Mortgage Loan documents and may be exercised by the lender in the event borrower fails to exercise the option.
2	The Mall at Tuttle Crossing	(39) Organization of Mortgagor.	The borrowers for The Mall at Tuttle Crossing Mortgage Loan and the Southdale Center Mortgage Loan are Affiliates (as defined in Representation 39 “Organization of Mortgagor”).

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APPENDIX 1 ID# Mortgage Loan Representation Exception

10 17	Paddock Club Limestone Ranch	(39) Organization of Mortgagor.	The borrowers in the other Mortgage Loan has common ownership with the related borrower.
11 12 23	ADG Pool 6 ADG Pool 4 ADG Pool 1	(39) Organization of Mortgagor.	The borrowers in each of the other ADG Pools have common ownership with the related borrower.

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MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC MORTGAGE LOANS

APPENDIX I ID#	Mortgage Loan	Representation	Exception
1	Westfield Countryside	(1) Whole Loan; Ownership of Mortgage Loans.	The related Mortgage Loan also secures one pari passu companion loan, in the original principal amount of $55,000,000.
4	Southdale Center	(1) Whole Loan; Ownership of Mortgage Loans.	The related Mortgage Loan also secures one pari passu companion loan, in the original principal amount of $100,000,000.
14	Wyndham - Virginia Beach	(7) Junior Liens.	There is subordinate debt in the amount outstanding of a non-interest bearing loan by Wyndham Hotels and Resorts, LLC to the borrower, which is forgiven in part each year the franchise agreement is in place and is scheduled to be extinguished by the end of the current Wyndham franchise agreement provided the borrower is not in default under the franchise agreement. In the event of a borrower default under the franchise agreement, the remaining principal must be repaid with 10 days thereafter and the loan will bear interest at the lesser of 18% and the highest legal rate. The debt is unsecured.
7	Hilton Waterfront Beach	(17) Access; Utilities; Separate Tax Lots.	The related Mortgaged Property is a separate tax lot, however, the current tax bill includes the parcel C adjacent to the Mortgaged Property and owned by an affiliate of borrower.  Borrower has provided a covenant in the loan documents whereby if the parcel C is ever owned by an unaffiliated entity, borrower shall cause the tax bill to reflect only the current Mortgaged Property.
4	Southdale Center	(26) Recourse Obligations.	There is a cap of $15,500,000 on the amount of the guaranteed obligations.
13	University Towers Cooperative	(26) Recourse Obligations.	The loan documents do not provide for a guarantor or a guaranty of recourse obligations.
29	Hawthorne Suites El Paso	(34) Ground Leases.	The ground lease estoppel provides that the lender  may assign the Ground Lease on a one-time basis only, without the prior written consent of the ground lessor, as long as the ground lessor receives written notice of the assignment from the lender.
4	Southdale Center	(39) Organization of Mortgagor.	The borrowers for The Mall at Tuttle Crossing Mortgage Loan and the Southdale Center Mortgage Loan are Affiliates (as defined in Representation 39 “Organization of Mortgagor”).

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CIBC INC. MORTGAGE LOANS

APPENDIX I ID#	Mortgage Loan	Representation	Exception
22	Toys R Us/Babies R Us	(5) Lien; Valid Assignment. (6) Permitted Liens; Title Insurance.	PEBB Toys Outparcel, LLC, an affiliate of the related Mortgagor, leases an outparcel of land which is a portion of the related Mortgaged Property (the “Option Parcel”).  The lease of the Option Parcel grants the lessee an option to purchase the Option Parcel (as more fully set forth therein), subject to both the lessee and the Mortgagor complying with the partial release provisions set forth in the related Mortgage Loan documents.
22	Toys R Us/Babies R Us	(6) Permitted Liens; Title Insurance.	A lis pendens action (the “Lis Pendens”) was commenced by a contractor against certain real property that includes both a parcel over which the related Mortgagor was granted easements and a portion of the fee property subject to the related Mortgage.  The Lis Pendens seeks payment for certain construction work completed in 2005.  The defendants to the action are the owners of the adjacent property; the Mortgagor was not named as a defendant.  The total remaining balance due the lienor is approximately $28,000.  The Title Policy insures over the Lis Pendens, and the related Mortgage Loan documents provide for recourse against the Mortgagor and related guarantor for losses in connection with the Lis Pendens
22	Toys R Us/Babies R Us	(16) Insurance.	With respect to insurance for windstorm and/or windstorm related perils, the related Mortgage Loan documents require that the deductible for windstorm insurance not exceed $50,000 per claim (except that, with respect to named storms, such deductible is an amount equal to five percent (5%) of the insured value of the related Mortgaged Property).  The amount of such deductible may be considered higher than customary.
24	Fairfield Inn & Suites - Charleston	(16) Insurance.	With respect to insurance for windstorm and/or windstorm related perils, the related Mortgage Loan documents require that the deductible for windstorm insurance not exceed an amount equal to two percent (2%) of the insured value of the related Mortgaged Property.  The amount of such deductible may be considered higher than customary.

VI-9

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APPENDIX VII

CLASS A-AB PLANNED PRINCIPAL BALANCE

Month	Balance ($)	Month	Balance ($)	Month	Balance ($)
0	72,980,000.00	40	72,980,000.00	80	48,485,636.82
1	72,980,000.00	41	72,980,000.00	81	47,191,971.49
2	72,980,000.00	42	72,980,000.00	82	45,970,588.82
3	72,980,000.00	43	72,980,000.00	83	44,667,731.52
4	72,980,000.00	44	72,980,000.00	84	43,436,815.06
5	72,980,000.00	45	72,980,000.00	85	42,201,250.82
6	72,980,000.00	46	72,980,000.00	86	40,884,616.53
7	72,980,000.00	47	72,980,000.00	87	39,639,410.78
8	72,980,000.00	48	72,980,000.00	88	38,313,410.04
9	72,980,000.00	49	72,980,000.00	89	37,058,489.52
10	72,980,000.00	50	72,980,000.00	90	35,798,828.71
11	72,980,000.00	51	72,980,000.00	91	34,307,537.20
12	72,980,000.00	52	72,980,000.00	92	33,037,473.50
13	72,980,000.00	53	72,980,000.00	93	31,687,323.94
14	72,980,000.00	54	72,980,000.00	94	30,407,356.54
15	72,980,000.00	55	72,980,000.00	95	29,047,585.80
16	72,980,000.00	56	72,980,000.00	96	27,757,639.41
17	72,980,000.00	57	72,980,000.00	97	26,462,817.67
18	72,980,000.00	58	72,980,000.00	98	25,088,616.33
19	72,980,000.00	59	72,980,000.00	99	23,783,702.67
20	72,980,000.00	60	72,710,555.07	100	22,399,697.29
21	72,980,000.00	61	71,585,477.21	101	21,084,614.97
22	72,980,000.00	62	70,376,176.92	102	19,764,560.35
23	72,980,000.00	63	69,242,296.27	103	18,218,509.22
24	72,980,000.00	64	68,024,444.38	104	16,887,607.59
25	72,980,000.00	65	66,881,694.18	105	15,478,355.53
26	72,980,000.00	66	65,734,635.71	106	14,137,087.55
27	72,980,000.00	67	64,345,441.29	107	12,717,764.82
28	72,980,000.00	68	63,188,806.93	108	11,366,051.62
29	72,980,000.00	69	61,948,850.57	109	10,009,224.76
30	72,980,000.00	70	60,783,173.99	110	8,574,786.94
31	72,980,000.00	71	59,534,433.41	111	7,207,396.47
32	72,980,000.00	72	58,359,645.99	112	5,762,696.34
33	72,980,000.00	73	57,180,426.97	113	4,384,661.87
34	72,980,000.00	74	55,918,530.36	114	3,001,412.14
35	72,980,000.00	75	54,730,097.73	115	1,398,061.23
36	72,980,000.00	76	53,459,250.38	116	-
37	72,980,000.00	77	52,261,534.19
38	72,980,000.00	78	51,059,298.11
39	72,980,000.00	79	49,697,557.56

VII-1

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EXHIBIT A

PROSPECTUS

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Prospectus

Banc of America Merrill Lynch Commercial Mortgage Inc.
Depositor

Bank of America, National Association

Sponsor

Mortgage Pass-Through Certificates

	Each Issuing Entity—
Consider carefully the risk factors beginning on page 9 in this prospectus. Neither the certificates nor the underlying mortgage loans are insured by any governmental agency. The certificates will represent interests only in the related issuing entity and will not represent interests in or obligations of the depositor, the sponsor or any of their affiliates, including Bank of America Corporation. This prospectus may be used to offer and sell any series of certificates only if accompanied by the prospectus supplement for that series.	●	will issue a series of mortgage pass-through certificates, which will consist of one or more classes of certificates; and
	●	may own—
		●	multifamily and commercial mortgage loans; and
		●	mortgage-backed securities.
	Each Pool of Mortgage Loans—
	●	will be sold to the related issuing entity by the depositor, who will have in turn purchased the mortgage loans from the sponsor;
	●	will be underwritten to the standards described in this prospectus or the accompanying prospectus supplement; and
	●	will be serviced by one or more servicers affiliated or unaffiliated with the depositor.
	Each Series of Certificates—
	●	will represent interests in the issuing entity and will be paid only from the trust assets;
	●	provide for the accrual of interest based on a fixed, variable or adjustable interest rate;
	●	will receive interest and principal payments based on the rate of payment of principal and the timing of receipt of payments on the mortgage loans;
	●	may be offered through underwriters, which may include Merrill Lynch, Pierce, Fenner & Smith Incorporated, an affiliate of the depositor;
	●	will not be listed on any securities exchange; and
	●	may provide credit support by “subordinating” certain classes to other classes of certificates; any subordinate classes will be entitled to payment subject to the payment of more senior classes and will bear losses before more senior classes.
	The Certificateholders—
	●	may be entitled to the benefit of one or more of the following other types of credit support or derivative instruments as described in this prospectus and in more detail in the accompanying prospectus supplement:  guaranteed investment contracts, insurance, guarantees, letters of credit, certificate insurance, surety bonds, reserve funds, cash collateral accounts, pool insurance policies, special hazard insurance policies, mortgagor bankruptcy bonds, cross-collateralization, overcollateralization, excess interest and cash flow agreements.

Neither the SEC nor any state securities commission has approved these certificates or determined that this prospectus is accurate or complete.   Any representation to the contrary is a criminal offense.

July 29, 2013

		TABLE OF CONTENTS
For more information
			Page
Banc of America Merrill Lynch	SUMMARY OF PROSPECTUS		1
Commercial Mortgage Inc. has filed with	RISK FACTORS		9
the SEC additional registration materials		The Limited Liquidity of Your Certificates May Have an
relating to the certificates. You may read		Adverse Impact on Your Ability to Sell Your
and copy any of these materials at the		Certificates	9
SEC’s Public Reference Room at the		Book Entry System for Certain Classes of Certificates
following location:		May Decrease Liquidity and Delay Payment	10
		Servicing Transfer Following Event of Default May
SEC Public Reference Section		Result in Payment Delays or Losses	10
100 F Street, N.E.		The Nature of Ratings Are Limited and Will Not
Washington, D.C. 20549		Guarantee that You Will Receive Any Projected
		Return on Your Certificates	11
You may obtain information on the		The Ratings of Your Certificates May Be Lowered,
operation of the Public Reference Room		Qualified or Withdrawn, or Your Certificates May
by calling the SEC at 1-800-SEC-0330.		Receive an Unsolicited Rating, Which May
The SEC also maintains an Internet site		Adversely Affect the Liquidity or Market Value of
that contains reports, proxy and		Your Certificates	11
information statements, and other		The Limited Assets of Each Trust May Adversely Impact
information that has been filed		Your Ability To Recover Your Investment in the
electronically with the SEC. The Internet		Event of Loss on the Underlying Mortgage Assets	12
address is http://www.sec.gov.		The Limited Credit Support for Your Certificates May
		Not Be Sufficient To Prevent Loss on Your
You may also contact Banc of America		Certificates	13
Merrill Lynch Commercial Mortgage Inc.		Special Powers of the FDIC in the Event of Insolvency of
in writing at Bank of America Tower,		the Sponsor Could Delay or Reduce Distributions on
One Bryant Park, New York, New York		the Certificates	13
10036, or by telephone at (980) 388-7451.		Insolvency of the Depositor May Delay or Reduce
		Collections on Mortgage Loans	15
See also the sections captioned “Available		Distributions on Your Certificates and Your Yield May
Information” and “Incorporation of		Be Difficult To Predict	15
Certain Information by Reference”		Prepayments of the Underlying Mortgage Loans Will
appearing at the end of this prospectus.		Affect the Average Life of Your Certificates and
		Your Yield	16
		Certificates Purchased at a Premium or a Discount Will
		Be Sensitive To the Rate of Principal Payment	19
		Other Factors Affecting Yield, Weighted Average Life
		and Maturity	19
		Prepayment Models Are Illustrative Only and Do Not
		Predict Actual Weighted Average Life and Maturity	21
		Timing of Prepayments on the Mortgage Loans May
		Result in Interest Shortfalls on the Certificates	22
		Certain Factors Affecting Delinquency, Foreclosure and
		Loss of the Mortgage Loans	22
		Exercise of Rights by Certain Certificateholders May Be
		Adverse to Other Certificateholders	26
		Borrower Defaults May Adversely Affect Your Yield	26
		The Borrower’s Form of Entity May Cause Special Risks	27
		Borrower and Related Party Bankruptcy Proceedings
		Entail Certain Risks	28
		Tenancies in Common May Hinder or Delay Recovery	29
		Mortgaged Properties with Tenants Present Special Risks	29

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	Mortgaged Properties with Multiple Tenants May Increase
	Reletting Costs and Reduce Cash Flow	30
	Tenant Bankruptcy Adversely Affects Property
	Performance	30
	Risks Related to Enforceability	31
	Potential Absence of Attornment Provisions Entails Risks	31
	Risks Associated with Commercial Lending May Be
	Different than those for Residential Lending	31
	Poor Property Management Will Lower the Performance
	of the Related Mortgaged Property	33
	Particular Property Types Present Special Risks	33
	The Operation of the Mortgaged Property upon
	Foreclosure of the Mortgage Loan May Affect Tax
	Status	39
	One Action Rules May Limit Remedies	39
	Property Value May Be Adversely Affected Even When
	Current Operating Income Is Not	39
	Leasehold Interests Are Subject to Terms of the Ground
	Lease	40
	Collateral Securing Cooperative Loans May Diminish in
	Value	40
	Condominium Ownership May Limit Use and
	Improvements	41
	Zoning Laws and Use Restrictions May Affect the
	Operation of a Mortgaged Property or the Ability to
	Repair or Restore a Mortgaged Property	41
	Some Mortgaged Properties May Not Be Readily
	Convertible to Alternative Uses	42
	Appraisals Are Limited in Reflecting the Value of a
	Mortgaged Property	42
	Risks Relating to Costs of Compliance with Applicable
	Laws and Regulations	42
	Additional Compensation to the Servicer Will Affect
	Your Right To Receive Distributions	42
	Mortgage Loan Repayments and Prepayments Will Affect
	Payment	43
	Grace Periods Under the Mortgage Loans May Impact the
	Master Servicer’s Obligation To Advance	43
	Risks to the Mortgaged Properties Relating to Terrorist
	Attacks and Foreign Conflicts	43
	Inclusion of Delinquent Mortgage Loans in a Mortgage
	Asset Pool	44
	Changes to REMIC Restrictions on Loan Modifications
	May Impact an Investment in the Certificates	44
PROSPECTUS SUPPLEMENT		46
CAPITALIZED TERMS USED IN THIS PROSPECTUS		46
DESCRIPTION OF THE TRUST FUNDS		47
	General	47
	Mortgage Loans	47
	MBS	51
	Certificate Accounts	53
	Credit Support	53
	Cash Flow Agreements	53
YIELD AND MATURITY CONSIDERATIONS		53
	General	53
	Pass-Through Rate	54

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	Payment Delays	54
	Certain Shortfalls in Collections of Interest	54
	Yield and Prepayment Considerations	54
	Weighted Average Life and Maturity	56
	Other Factors Affecting Yield, Weighted Average Life
	and Maturity	57
BANK OF AMERICA, NATIONAL ASSOCIATION, AS
	SPONSOR	58
	Other Originators	60
THE DEPOSITOR		60
THE MORTGAGE LOAN PROGRAM		60
	Commercial Mortgage Loan Underwriting	60
	Representations and Warranties	64
BANK OF AMERICA, NATIONAL ASSOCIATION, AS
	SERVICER	64
	General	64
	Special Servicing	66
	Other Servicers	67
DESCRIPTION OF THE CERTIFICATES		67
	General	67
	Distributions	68
	Distributions of Interest on the Certificates	69
	Distributions of Principal on the Certificates	70
	Distributions on the Certificates Concerning Prepayment
	Premiums or Concerning Equity Participations	70
	Allocation of Losses and Shortfalls	70
	Advances in Respect of Delinquencies	70
	Reports to Certificateholders	71
	Voting Rights	73
	Termination	73
	Book-Entry Registration and Definitive Certificates	73
THE POOLING AND SERVICING AGREEMENTS		75
	General	75
	Assignment of Mortgage Loans; Repurchases	75
	Representations and Warranties; Repurchases	77
	Collection and Other Servicing Procedures	77
	Sub-Servicers	79
	Certificate Account	80
	Modifications, Waivers and Amendments of Mortgage
	Loans	82
	Realization Upon Defaulted Mortgage Loans	83
	Hazard Insurance Policies	85
	Due-on-Sale and Due-on-Encumbrance Provisions	85
	Servicing Compensation and Payment of Expenses	86
	Evidence as to Compliance	86
	Certain Matters Regarding the Master Servicer, the
	Special Servicer, the REMIC Administrator and the
	Depositor	87
	Events of Default	88
	Rights Upon Event of Default	89
	Amendment	90
	List of Certificateholders	90
	The Trustee	91
	Duties of the Trustee	91
	Certain Matters Regarding the Trustee	91
	Resignation and Removal of the Trustee	92

-iii-

DESCRIPTION OF CREDIT SUPPORT		92
	General	92
	Subordinate Certificates	93
	Insurance or Guarantees Concerning the Mortgage Loans	93
	Letter of Credit	93
	Certificate Insurance and Surety Bonds	94
	Reserve Funds	94
	Cash Collateral Account	94
	Pool Insurance Policy	95
	Special Hazard Insurance Policy	96
	Mortgagor Bankruptcy Bond	96
	Cross Collateralization	96
	Overcollateralization	97
	Excess Interest	97
	Cash Flow Agreements	97
	Credit Support with Respect to MBS	97
CASH FLOW AGREEMENTS		97
	Guaranteed Investment Contracts	98
	Yield Maintenance Agreements	98
	Swap Agreements	98
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS		98
	General	98
	Types of Mortgage Instruments	99
	Leases and Rents	99
	Personalty	100
	Foreclosure	100
	Bankruptcy Laws	103
	Environmental Considerations	105
	Due-on-Sale and Due-on-Encumbrance Provisions	106
	Junior Liens; Rights of Holders of Senior Liens	106
	Subordinate Financing	107
	Default Interest and Limitations on Prepayments	108
	Applicability of Usury Laws	108
	Certain Laws and Regulations	108
	Americans with Disabilities Act	109
	Servicemembers Civil Relief Act	109
	Anti-Money Laundering, Economic Sanctions and Bribery	109
	Potential Forfeiture of Assets	110
	Federal Deposit Insurance Act; Commercial Mortgage
	Loan Servicing	110
MATERIAL FEDERAL INCOME TAX CONSEQUENCES		111
	General	111
	REMICs	111
	Grantor Trust Funds	129
STATE AND OTHER TAX CONSEQUENCES		137
CERTAIN ERISA CONSIDERATIONS		137
	General	137
	Plan Asset Regulations	138
	Insurance Company General Accounts	139
	Consultation With Counsel	139
	Tax Exempt Investors	139
LEGAL INVESTMENT		139
USE OF PROCEEDS		140
METHOD OF DISTRIBUTION		140
LEGAL MATTERS		142
RATING		142

-iv-

AVAILABLE INFORMATION		142
INCORPORATION OF CERTAIN INFORMATION BY
	REFERENCE	143
GLOSSARY		143

-v-

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS

PROSPECTUS AND THE APPLICABLE PROSPECTUS SUPPLEMENT

We provide information about the certificates in two separate documents that progressively provide more detail.  These documents are:

● this prospectus, which provides general information, some of which may not apply to a particular series of certificates, including your series; and

● the prospectus supplement for a series of certificates, which will describe the specific terms of that series of certificates.

You should rely only on the information provided in this prospectus and the applicable prospectus supplement, including the information incorporated by reference.  We have not authorized anyone to provide you with different information.  We are not offering the certificates in any state where the offer is not permitted.

We have included cross-references to captions in these materials which you can find related discussions that we believe will enhance your understanding of the topic being discussed.  The table of contents of this prospectus and the table of contents included in the applicable prospectus supplement list the pages on which these captions are located.

From time to time we use capitalized terms in this prospectus.  We can find the definitions of capitalized terms that are used in this prospectus on the pages indicated under the caption “GLOSSARY” beginning on page 143 in this prospectus.

In this prospectus, the term “you” refers to a prospective investor in certificates, and the terms “Depositor”, “we”, “us” and “our” refer to Banc of America Merrill Lynch Commercial Mortgage Inc.

If you require additional information, the mailing address of our principal executive offices is Banc of America Merrill Lynch Commercial Mortgage Inc., Bank of America Tower, One Bryant Park, New York, New York 10036, and the telephone number is (980) 388-7451.  For other means of acquiring additional information about us or a series of certificates, see “INCORPORATION OF CERTAIN INFORMATION BY REFERENCE” beginning on page 143 of this prospectus.

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SUMMARY OF PROSPECTUS
This summary highlights selected information from this prospectus. It does not contain all the information you need to consider in making your investment decision. You should carefully review this prospectus and the related prospectus supplement in their entirety before making any investment in the certificates of any series. As used in this prospectus, “you” refers to a prospective investor in certificates, and “we” refers to the depositor, Banc of America Merrill Lynch Commercial Mortgage Inc. A “GLOSSARY” appears at the end of this prospectus.
Securities Offered	Mortgage pass-through certificates.
Sponsor(s)	Bank of America, National Association will be a sponsor of each series of certificates. There may also be one or more other sponsors with respect to a series of certificates as described in the related prospectus supplement. Any such additional sponsor may or may not be affiliated with Bank of America, National Association. The mortgage loans either will be originated by the related sponsor or purchased by the sponsor from various entities that originated the mortgage loans either to the sponsor’s underwriting standards or to the underwriting standards described in the related prospectus supplement. Each sponsor will sell the mortgage loans to the depositor on the closing date specified in the related prospectus supplement by means of a mortgage loan purchase agreement between the sponsor and the depositor.
Depositor	Banc of America Merrill Lynch Commercial Mortgage Inc., a Delaware corporation and a subsidiary of Bank of America, National Association, has its principal executive offices at Bank of America Tower, One Bryant Park, New York, New York 10036, and its telephone number is (980) 388-7451.
Issuing Entity	The issuing entity for each series of certificates will be a common law trust formed for such series by the depositor.
Trustee	The trustee for each series of certificates will be named in the related prospectus supplement.
Master Servicer	If the trust includes mortgage loans, the master servicer for the corresponding series of certificates will be named in the prospectus supplement.
Special Servicer	If the trust includes mortgage loans, the 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 prospectus supplement.
Other Servicers	In addition to the master servicer and the special servicer, one or more other servicers may perform servicing functions as sub-servicers for the master servicer or special servicer or otherwise as described in the related prospectus supplement.
MBS Administrator	If the trust includes mortgage-backed securities, the entity responsible for administering the mortgage-backed securities will be named in the prospectus supplement.
REMIC Administrator	The person responsible for the various tax-related administration duties for a series of certificates concerning real estate mortgage investment conduits will be named in the prospectus supplement.

The Mortgage Loans	Each series of certificates will, in general, be backed by a pool of mortgage loans referred to as a mortgage asset pool secured by first or junior liens on—
	●	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; or
	●	office buildings, retail stores, hotels or motels, nursing homes, hospitals or other health care-related facilities, recreational vehicle and mobile home parks, warehouse facilities, mini-warehouse facilities, self-storage facilities, industrial plants, parking lots, entertainment or sports arenas, restaurants, marinas, mixed use or various other types of income-producing properties or unimproved land.
	However, no one of the following types of properties will be overly-represented in the trust at the time the trust is formed: (1) restaurants; (2) entertainment or sports arenas; (3) marinas; or (4) nursing homes, hospitals or other health care-related facilities.
	The mortgage loans will not be guaranteed or insured by Banc of America Merrill Lynch Commercial Mortgage Inc. or any of its affiliates or, unless otherwise provided in the prospectus supplement, by any governmental agency or by any other person.
	If specified in the prospectus supplement, some mortgage loans may be delinquent as of the date the trust is formed.
	As described in the prospectus supplement, 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 or that adjusts from time to time, or that may be converted at the borrower’s election from an adjustable to a fixed mortgage rate, or from a fixed to an adjustable mortgage rate;
	●	provide for level payments to maturity or for payments that adjust from time to time to accommodate changes in the mortgage rate or to reflect the occurrence of certain events, and may permit negative amortization;
	●	be fully amortizing or may be partially amortizing or nonamortizing, with a balloon payment due on its stated maturity date;
	●	may permit the negative amortization or deferral of accrued interest;
	●	may prohibit over its term or for a certain period prepayments and/or require payment of a premium or a yield maintenance payment in connection with certain prepayments;
	●	may permit defeasance and the release of real property collateral in connection with that defeasance;

-2-

	●	provide for payments of principal, interest or both, on due dates that occur monthly, quarterly, semi-annually or at any other interval as specified in the prospectus supplement; and
	●	may have two or more component parts, each having characteristics that are otherwise described in this prospectus as being attributable to separate and distinct mortgage loans.
	Most, if not all, of the mortgage loans underlying a series of offered certificates will be secured by liens on real properties located in the United States, its territories and possessions. However, some of those mortgage loans may be secured by liens on real properties located outside the United States, its territories and possessions, provided that foreign mortgage loans do not represent 10% or more of the related mortgage asset pool, by balance.
	Each mortgage loan will have had an original term to maturity of not more than 40 years. No mortgage loan will have been originated by Banc of America Merrill Lynch Commercial Mortgage Inc., although one of its affiliates may have originated some of the mortgage loans.
	If any mortgage loan, or group of related mortgage loans, involves unusual credit risk, financial statements or other financial information concerning the related mortgaged property will be included in the related prospectus supplement.
	As described in the prospectus supplement, the trust may also 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 similar to the other mortgage loans in the trust and which may or may not be issued, insured or guaranteed by the United States or any governmental agency.
Significant Originators	In addition to the sponsor(s) or their affiliates, one or more other persons may have originated the mortgage loans backing the certificates of a particular series. The related prospectus supplement will describe any such originator with respect to mortgage loans representing 10% or more (by principal balance as of the applicable cut-off date) of the mortgage loans backing such series.
Significant Obligors	The related prospectus supplement also will identify any significant obligor or mortgaged property representing 10% or more (by principal balance as of the applicable cut-off date) of the mortgage loans backing the related series of 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 prospectus supplement and will represent in total the entire beneficial ownership interest in the trust.
	As described in the prospectus supplement, the certificates of each series may consist of one or more classes that—
	●	are senior or subordinate to one or more other classes of certificates in entitlement to certain distributions on the certificates;

-3-

●	are “stripped principal certificates” entitled to distributions of principal, with disproportionate, nominal or no distributions of interest;
●	are “stripped interest certificates” 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 that 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 trust;
●	provide for distributions based solely or primarily on specified mortgage assets or a specified group of 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; or
●	provide for distribution based on collections on the mortgage assets in the trust attributable to prepayment premiums, yield maintenance payments or equity participations.
If specified in the prospectus supplement, a series of certificates may include one or more “controlled amortization classes”, which will entitle the holders 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 trust remains relatively constant at the rate of prepayment used to establish the specific principal payment schedule for those 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 other classes of the same series.
Each class of certificates, other than certain classes of stripped interest certificates and certain classes of REMIC residual certificates will have an initial stated principal amount. Each class of certificates, other than certain classes of stripped principal certificates and certain classes of REMIC residual certificates, will accrue interest on its certificate balance or, in the case of certain classes of stripped interest certificates, on a notional amount, based on a pass-through rate which may be fixed, variable or adjustable. The prospectus supplement will specify the certificate balance, notional amount and/or pass-through rate for each class of certificates.

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Distributions of Interest
on the Certificates	Interest on each class of certificates (other than certain classes of stripped principal certificates and certain classes of REMIC residual certificates) of each series will accrue at the applicable pass-through rate on the certificate balance and will be paid on a distribution date. However, in the case of certain classes of stripped interest certificates, the notional amount outstanding from time to time will be paid to certificateholders as provided in the prospectus supplement on a specified distribution date.
	Distributions of interest concerning 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. Interest accrued concerning a class of accrual certificates prior to the occurrence of such an event will either be added to the certificate balance or otherwise deferred as described in the prospectus supplement. Distributions of interest concerning 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 prospectus supplement.
Distributions of Principal
of the Certificates	Each class of certificates of each series (other than certain classes of stripped interest certificates and certain classes of REMIC 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 the holders are then entitled to receive in respect of principal from future cash flow on the assets in the trust. The initial total certificate balance of all classes of a series of certificates will not be greater than the outstanding principal balance of the related mortgage assets as of a specified cut-off date, after application of scheduled payments due on or before that date, whether or not received. As described in the 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 certificates of the series then entitled until the certificate balances of those 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) or slower (and, in some cases, substantially slower) than the rate at which payments or other collections of principal are received on the assets in the trust;
	●	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;
	●	may be made, subject to certain limitations, based on a specified principal payment schedule; or
	●	may be contingent on the specified principal payment schedule for another class of the same series and the rate at which payments and other collections of principal on the mortgage assets in the trust are received. Unless otherwise specified in the prospectus supplement, distributions of principal of any class of certificates will be made on a pro rata basis among all of the certificates of that class.

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Credit Support and Cash
Flow Agreements	If specified in the prospectus supplement, partial or full protection against certain defaults and losses on the assets in the trust may be provided to one or more classes of certificates by (1) subordination of one or more other classes of certificates to classes in the same series, or by (2) one or more of the following other types of credit support: limited guarantees, financial guaranty insurance policies, surety bonds, letters of credit, mortgage pool insurance policies, reserve funds, cross collateralization, overcollateralization and excess interest. If so provided in the prospectus supplement, the trust may include:
	●	guaranteed investment contracts;
	●	insurance, guarantees;
	●	letters of credit;
	●	certificate insurance;
	●	surety bonds;
	●	reserve funds, cash collateral accounts;
	●	pool insurance policies;
	●	special hazard insurance policies;
	●	mortgagor bankruptcy bonds;
	●	cross-collateralization;
	●	overcollateralization;
	●	excess interest; and
	●	cash flow agreements.
	The above types of credit support and cash flow agreements are described in more detail in this prospectus under “DESCRIPTION OF CREDIT SUPPORT and “CASH FLOW AGREEMENTS”.
	Certain relevant information regarding any applicable credit support or cash flow agreement will be set forth in the prospectus supplement for a series of certificates.
Advances	As specified in the prospectus supplement, if the trust includes mortgage loans, the master servicer, the special servicer, the trustee, any provider of credit support, and/or another specified person may be obligated to make, or have the option of making, certain advances concerning delinquent scheduled payments of principal and/or interest on mortgage loans. Any advances made concerning a particular mortgage loan will be reimbursable from subsequent recoveries relating to the particular mortgage loan and as described in the prospectus supplement. If specified in the prospectus supplement, any entity making advances may be entitled to receive interest for a specified period during which those advances are outstanding, payable from amounts in the trust. If the trust includes mortgage-backed securities,

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	any comparable advancing obligation of a party to the related pooling and servicing agreement, or of a party to the related mortgage-backed securities agreement, will be described in the prospectus supplement.
Optional Termination	If specified in the prospectus supplement, a series of certificates may be subject to optional early termination through the repurchase of the mortgage assets in the trust. If 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, a specified party may be authorized or required to solicit bids for the purchase of all of the assets of the trust, or of a sufficient portion of those assets to retire that class or classes.
Material Federal Income
Tax Consequences	The certificates of each series will constitute or evidence ownership of either—
	●	“regular interests” and “residual interests” in the trust, or a designated portion of the trust, treated as a REMIC under Sections 860A through 860G of the Code; or
	●	certificates in a trust treated as a grantor trust under applicable provisions of the Code.
	If one or more REMIC elections are made, certificates that are regular interests will be treated as newly issued debt instruments of the REMIC and must be accounted for under an accrual method of accounting. Certificates that are residual interests are not treated as debt instruments, but rather must be treated according to the rules prescribed in the Code for REMIC residual interests, including restrictions on transfer and the reporting of net income or loss of the REMIC, including the possibility of a holder of such certificate having taxable income without a corresponding distribution of cash to pay taxes currently due.
	If the certificates represent interests in a grantor trust, beneficial owners of certificates generally are treated as owning an undivided beneficial interest in the mortgage loans that are assets of the trust.
	Investors are advised to consult their tax advisors and to review “MATERIAL FEDERAL INCOME TAX CONSEQUENCES” in this prospectus and in the prospectus supplement.
Certain ERISA Considerations	Fiduciaries of retirement plans and certain other employee benefit plans and arrangements, including individual retirement accounts, individual retirement annuities, Keogh plans, and collective investment funds and separate individual retirement accounts in which such plans, accounts, annuities or arrangements are invested, that are subject to the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Code, or any materially similar provisions of federal, state or local law should review with their legal advisors whether the purchase or holding of certificates could give rise to a transaction that is prohibited.

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Legal Investment	Certain classes of 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, then you may be subject to restrictions on investment in the certificates. You should consult with your own legal advisors for assistance in determining the suitability of and consequences to you of the purchase, ownership and sale of the certificates.
	See “LEGAL INVESTMENT” in this prospectus and the related prospectus supplement.
Rating	At their respective dates of issuance, each class of certificates will be rated not lower than investment grade by one or more nationally recognized statistical rating organizations. See “RATING” in this prospectus and “RATINGS” in the related prospectus supplement.

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RISK FACTORS

In considering an investment in the certificates of any series, you should consider carefully the following risk factors and the risk factors in the prospectus supplement.

The Limited Liquidity of Your Certificates May Have an Adverse Impact on Your Ability to Sell Your Certificates

The certificates of any series may have limited or no liquidity.  You may be forced to bear the risk of investing in the certificates for an indefinite period of time.  In addition, you may have no redemption rights, and the certificates are subject to early retirement only under certain circumstances.  See “DESCRIPTION OF THE CERTIFICATES—Termination” in this prospectus.

Lack of a Secondary Market May Limit the Liquidity of Your Certificate.  We cannot assure you that a secondary market for the certificates will develop or, if it does develop, that it will provide certificateholders with liquidity of investment or that it will continue for as long as the certificates remain outstanding.

The prospectus supplement may indicate that an underwriter intends to establish a secondary market in the certificates, although no underwriter will be obligated to do so.  Any secondary market may provide less liquidity to investors than any comparable market for securities relating to single-family mortgage loans.  Unless specified in the prospectus supplement, the certificates will not be listed on any securities exchange or traded on any automated quotation system of any national securities association.

The Limited Nature of Ongoing Information Regarding Your Certificate May Adversely Affect Liquidity.  The liquidity of the certificates may also be limited by information available with respect to the certificates.  The primary sources of ongoing information regarding the certificates, including information regarding the status of the mortgage loans and any credit support for the certificates, will be the periodic reports delivered to you and the periodic and other public reports required to be filed with the Securities and Exchange Commission and available as described under “DESCRIPTION OF THE CERTIFICATES—Reports to Certificateholders; Certain Available Information” in the prospectus supplement, such as Distribution Reports on Form 10-D, Annual Reports on Form 10-K and (as applicable) Current Reports on Form 8-K with respect to the issuing entity.  To the extent any information with respect to the certificates is not contained in such delivered or filed reports as and when desired by prospective purchasers or is otherwise unavailable, the liquidity of the certificates may be adversely affected, even if a secondary market does develop.

The Liquidity of Your Certificate May Be Affected by External Sources Including Interest Rate Movement.  If a secondary market does develop for the certificates, the market value of the certificates will be affected by several factors, including—

● perceived liquidity;

● the anticipated cash flow (which may vary widely depending upon the prepayment and default assumptions concerning the underlying mortgage loans); and

● prevailing interest rates.

The price payable at any given time for certain classes of certificates may be extremely sensitive to small fluctuations in prevailing interest rates.  The relative change in price for a certificate in response to an upward or downward movement in prevailing interest rates may not necessarily equal the relative change in price for the certificate in response to an equal but opposite movement in those rates.  Therefore, the sale of certificates by a holder in any secondary market that may develop may be at a discount from the price paid by the holder.  We are not aware of any source through which price information about the certificates will be generally available on an ongoing basis.

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Liquidity Considerations for MBS.  If a trust fund includes MBS, the related prospectus supplement will, if applicable and material, indicate the applicability of any of the above liquidity risks to such MBS and of the attendant risks to certificateholders.

Book Entry System for Certain Classes of Certificates May Decrease Liquidity and Delay Payment

Because transactions in the classes of book entry certificates of any series generally can be effected only through DTC, DTC participants and indirect DTC participants:

● your ability to pledge book entry certificates to someone who does not participate in the DTC system, or to otherwise take action relating to your book entry certificates, may be limited due to the lack of a physical certificate;

● you may experience delays in your receipt of payments on book entry certificates because distributions will be made by the trustee, or a paying agent on behalf of the trustee, to Cede & Co., as nominee for DTC, rather than directly to you; and

● you may experience delays in your receipt of payments on book-entry certificates in the event of misapplication of payments by DTC, DTC participants or indirect DTC participants or bankruptcy or insolvency of those entities and your recourse will be limited to your remedies against those entities.

Similarly, if any MBS included in a trust fund are in book-entry form, the ability of the trust fund to take actions as the holder of such MBS may be limited due to the lack of a physical certificate. Accordingly, payments on the MBS will be subject to the potential delays described above, which may in turn delay distributions on the certificates.

Servicing Transfer Following Event of Default May Result in Payment Delays or Losses

The collection of amounts with respect to the mortgage loans, which are the source of repayment for the certificates, will depend significantly on the performance by the master servicer and the special servicer of their respective roles under the pooling and servicing agreement and any other servicing agreements described in this prospectus supplement.  You will not be a party to any of these agreements and will be relying on the persons who are to perform their duties under such agreements and upon such persons, and the trustee in particular, to enforce the parties’ obligations under such agreements.  In the event of the resignation or termination of the master servicer or the special servicer, the trustee may assume the related responsibilities and servicing functions or name a replacement as described under “THE POOLING AND SERVICING AGREEMENTS—Rights Upon Event of Default”.  The occurrence of an event of default under a pooling and servicing agreement, the trustee for the related series may, in its discretion or pursuant to direction from certificateholders, remove the defaulting master servicer or special servicer and succeed to its responsibilities, or may petition a court to appoint a successor master servicer or special servicer.  The trustee or the successor master servicer or special servicer will be entitled to reimbursement of its costs of effecting the servicing transfer from the predecessor master servicer or special servicer, or from the assets of the related trust if the predecessor fails to pay.  In the event that reimbursement to the trustee or the successor master servicer or special servicer is made from trust assets, the resulting shortfall will be borne by holders of the related certificates, to the extent not covered by any applicable credit support.  In addition, during the replacement process or for some time thereafter, mortgagors of the related mortgage loans may delay making their monthly payments or may inadvertently continue making payments to the predecessor master servicer or special servicer, potentially resulting in delays in distributions on the related certificates.

Similarly, if a trust fund includes MBS, neither you nor the trust fund will be party to any of the agreements governing such MBS.  The occurrence of a default under the pooling or other agreements governing such MBS may occasion the taking of similar actions by the MBS servicers or MBS trustee, with the result that delays or shortfalls occur in distributions on the MBS.  Any such delay or shortfall with respect to a distribution on the MBS may, in turn, result in a delay or shortfall in amounts distributed on the certificates.

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The Nature of Ratings Are Limited and Will Not Guarantee that You Will Receive Any Projected Return on Your Certificates

Any credit rating assigned by a rating agency to a class of certificates will reflect only its assessment of the likelihood that holders of the certificates will receive payments to which the certificateholders are entitled under the related pooling and servicing agreement.  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 trust.

Any rating will not address the possibility that prepayment of the mortgage loans at a higher or lower rate than anticipated by an investor may cause such investor to experience a lower than anticipated yield or that an investor purchasing a certificate at a significant premium might fail to recover its initial investment under certain prepayment scenarios.  Therefore, a rating assigned by a rating agency does not guarantee or ensure the realization of any anticipated yield on a class of certificates.

The amount, type and nature of credit support given a series of certificates will be determined on the basis of criteria established by each rating agency rating classes of the certificates of such series.  Those criteria are sometimes based upon an actuarial analysis of the behavior of mortgage loans in a larger group.  There can be no assurance 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 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 the certificates of any series may be insufficient to fully protect the holders of such certificates from losses on the related mortgage asset pool.

Similarly, any credit rating assigned to any MBS included in a trust fund will have been based on similarly established criteria, will reflect only the applicable rating agency’s assessment of the likelihood that holders of such MBS will receive payments to which such holders are entitled under the agreements governing such MBS and will not address any of the prepayment or termination issues discussed above.

The Ratings of Your Certificates May Be Lowered, Qualified or Withdrawn, or Your Certificates May Receive an Unsolicited Rating, Which May Adversely Affect the Liquidity or Market Value of Your Certificates

Unless otherwise provided in the prospectus supplement (and in any event as may be required by the applicable regulations associated with the depositor’s use of Form S-3 for the registration statement pursuant to which the offering of the offered certificates is being made hereby), it is a condition to the issuance of the offered certificates that they be rated investment grade (i.e., in one of the four highest rating categories) by at least one nationally recognized statistical rating organization.  A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.  No person is obligated to maintain the rating on any certificate, and accordingly, there can be no assurance to you that the ratings assigned to any certificate on the date on which the certificate is originally issued will not be lowered, qualified or withdrawn by a rating agency at any time thereafter.  The rating(s) of any series of certificates by any applicable rating agency may be lowered following the initial issuance of the certificates as a result of the downgrading of the obligations of any applicable credit support provider, as a result of losses on the related mortgage loans in excess of the levels contemplated by the rating agency at the time of its initial rating analysis, or as a result of changes affecting the properties securing the mortgage loans, the trustee, the master servicer, the special servicer or another person or entity involved in the particular offering.  In addition, the Securities and Exchange Commission may determine that a rating agency retained by the depositor to provide a security rating on any class of any series of offered certificates no longer qualifies as a “nationally recognized statistical rating organization” or is no longer qualified to rate any such class of offered certificates.  Neither the depositor nor the sponsor nor any of their respective affiliates will have any    

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obligation to replace or supplement any credit support, or to take any other action to maintain any rating(s) of any series of certificates.  If any rating is revised or withdrawn or if any rating agencies retained by the depositor to provide a security rating on any class of any series of offered certificates no longer qualifies as a “nationally recognized statistical rating organization” or is no longer qualified to rate any such class of offered certificates, the liquidity, market value and regulatory characteristics of your certificate may be adversely affected.

Additionally, it is possible that rating agencies not hired by the depositor may provide unsolicited ratings that differ from the ratings provided by any rating agencies retained by the depositor.  There can be no assurance that an unsolicited rating will not be issued prior to or after the closing date of any series of certificates, and none of the sponsor, the depositor or the related underwriters is obligated to inform investors (or potential investors) in any series offered certificates if an unsolicited rating is issued after the date of each such prospectus supplement.  Consequently, if you intend to purchase offered certificates, you should monitor whether an unsolicited rating of the offered certificates has been issued by a non-hired rating agency and should consult with your financial and legal advisors regarding the impact of an unsolicited rating on a class of offered certificates.  If any non-hired rating agency provides an unsolicited rating that differs from (or is lower than) the rating provided by any rating agency retained by the depositor in connection with any series issuance, the liquidity, market value and regulatory characteristics of your offered certificate may be adversely affected.

Any downgrading or unsolicited rating of a class of offered certificates to below “investment grade” may affect your ability to purchase or retain, or otherwise impact the regulatory characteristics, of those certificates.

Similarly, if a trust fund includes MBS, then no person will be obligated to maintain any particular rating on the MBS and any rating assigned to such MBS will be subject to being lowered or withdrawn or to being assigned an unsolicited rating.  Any adverse action with respect to the MBS included in a trust fund may result in turn in an adverse rating action with respect to your offered certificate or otherwise adversely affect the liquidity, market value and regulatory characteristics of your offered certificate.

The Limited Assets of Each Trust May Adversely Impact Your Ability To Recover Your Investment in the Event of Loss on the Underlying Mortgage Assets

Except for any related insurance policies, reserve funds, or other external credit enhancement described in the prospectus supplement, the mortgage loans included in a trust fund will be the sole source of payments on the certificates of a series.  Unless specified in the prospectus supplement, neither the certificates nor the mortgage assets in the trust will be guaranteed or insured by Banc of America Merrill Lynch Commercial Mortgage Inc. or any of its affiliates, by any governmental agency or by any other person or entity.  No certificate will represent a claim against or security interest in the trust funds for any other series.  Therefore, if the related trust fund has insufficient assets to make payments, no other assets will be available for payment of the deficiency, and the holders of one or more classes of the certificates will be required to bear the consequent loss.

In addition, the mortgage loans are generally non-recourse loans.  If a default occurs, recourse generally may be had only against the specific properties and other assets that have been pledged to secure the mortgage loan, subject to, in some cases, certain, generally customary, non-recourse carveouts to the borrower and/or the loan sponsor.  Even if a mortgage loan is recourse to the borrower (or if a non-recourse carveout to the borrower applies), in most cases, the borrower’s assets are limited primarily to its interest in the related mortgaged property. Consequently, payment prior to maturity or the anticipated repayment date is dependent primarily on the sufficiency of the net operating income of the mortgaged 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 at maturity or the anticipated repayment date is primarily dependent upon the market value of the mortgaged property in relation to the unpaid balance of the related mortgage loan or the borrower’s ability to sell or refinance the mortgaged property for an amount sufficient to repay the mortgage loan.  We will not have undertaken an evaluation of the financial condition of any borrower.

Amounts on deposit from time to time in certain accounts constituting part of the trust, including the certificate account and any accounts maintained as credit support, may be withdrawn for purposes other than the payment of principal of or interest on the related series of certificates under certain conditions.  On any distribution occurring    

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after losses or shortfalls in collections on the mortgage assets have been incurred, all or a portion of those losses or shortfalls will be borne on a disproportionate basis among classes of certificates.

If a fund includes MBS, the mortgage loans backing such MBS similarly will be the sole source of payments on such MBS unless otherwise described in the prospectus supplement.  Accordingly, just as described above, no person will guarantee that any distributions will be made on the MBS, no other assets will be available to cover any deficiency and recourse for defaulted mortgage loans will be limited to specific properties.  Any resulting losses on such MBS may in turn result in losses on the certificates.

The Limited Credit Support for Your Certificates May Not Be Sufficient To Prevent Loss on Your Certificates

The prospectus supplement for a series of certificates will describe any credit support.  The credit support may not cover all potential losses.  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 certificates.

A series of certificates may include one or more classes of subordinate certificates, if provided in the prospectus supplement.  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 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 certificates of that series have been repaid in full.

The impact of losses and shortfalls experienced with respect to the mortgage assets may fall primarily upon those classes of certificates having a later right of payment.

If a form of credit support covers the certificates of more than one series and losses on the related mortgage assets exceed the amount of the credit support, it is possible that the holders of certificates of one (or more) series will disproportionately benefit from that credit support, to the detriment of the holders of certificates of one (or more) other series.

The amount of any applicable credit support supporting one or more classes of certificates may be determined on the basis of criteria established by each rating agency retained to provide a security rating for any series of offered certificates, based on an assumed level of defaults, delinquencies and losses on the underlying mortgage assets and certain other factors.  We cannot assure you that the loss experience on the related mortgage assets will not exceed such assumed levels.  If the losses on the related mortgage assets do exceed such assumed levels, the holders of one or more classes of certificates will be required to bear such additional losses.

If a trust fund includes MBS, the related prospectus supplement will, if applicable and material, describe any credit support for such MBS and indicate the applicability of the risks described above to such credit support and of the attendant risks to certificateholders.

Special Powers of the FDIC in the Event of Insolvency of the Sponsor Could Delay or Reduce Distributions on the Certificates

The mortgage loans will be originated or acquired by the sponsor, a national bank whose deposits are insured to the applicable limits by the FDIC.  If the sponsor becomes insolvent, is in an unsound condition or engages in violations of its bylaws or regulations applicable to it or if similar circumstances occur, the FDIC could act as conservator and, if a receiver were appointed, would act as a receiver for the sponsor.  As receiver, the FDIC would have broad powers to:

● require the trust, as assignee of the depositor, to go through an administrative claims procedure to establish its rights to payments collected on the mortgage loans; or

● request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against the sponsor, or

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● if the sponsor is a servicer for a series of certificates, repudiate without compensation the sponsor’s ongoing servicing obligations under the related pooling and servicing agreement, such as its duty to collect and remit payments or otherwise service the mortgage loans.

If the FDIC were to take any of those actions, distributions on the certificates could be delayed or reduced.

By statute, the FDIC as conservator or receiver of the sponsor is authorized to repudiate any “contract” of the sponsor upon payment of “actual direct compensatory damages”. This authority may be interpreted by the FDIC to permit it to repudiate the transfer of the mortgage loans to the depositor.  Under an FDIC regulation, however, the FDIC as conservator or receiver of a bank has stated that it will not reclaim, recover or recharacterize a bank’s transfer of financial assets in connection with a securitization or participation, provided that the transfer meets all conditions for sale accounting treatment under generally accepted accounting principles, other than the “legal isolation” condition as it applies to institutions for which the FDIC may be appointed as conservator or receiver, was made for adequate consideration and was not made fraudulently, in contemplation of insolvency, or with the intent to hinder, delay or defraud the bank or its creditors.  For purposes of the FDIC regulation, the term securitization means, as relevant, the issuance by a special purpose entity of beneficial interests the most senior class of which at time of issuance is rated in one of the four highest categories assigned to long-term debt or in an equivalent short-term category (within either of which there may be sub-categories or gradations indicating relative standing) by one or more nationally recognized statistical rating organizations.  A special purpose entity, as the term is used in the regulation, means a trust, corporation, or other entity demonstrably distinct from the insured depository institution that is primarily engaged in acquiring and holding (or transferring to another special purpose entity) financial assets, and in activities related or incidental to these actions, in connection with the issuance by the special purpose entity (or by another special purpose entity that acquires financial assets directly or indirectly from the special purpose entity) of beneficial interests.  The transactions contemplated by this prospectus and the related prospectus supplement will be structured so that this FDIC regulation should apply to the transfer of the mortgage loans from the sponsor to the depositor.

If a condition required under the FDIC regulation, or other statutory or regulatory requirement applicable to the transaction, were found not to have been satisfied, the FDIC as conservator or receiver might refuse to recognize the sponsor’s transfer of the mortgage loans to the depositor.  In that event the depositor could be limited to seeking recovery based upon its security interest in the mortgage loans.  The FDIC’s statutory authority has been interpreted by the FDIC and at least one court to permit the repudiation of a security interest upon payment of actual direct compensatory damages measured as of the date of conservatorship or receivership.  These damages do not include damages for lost profits or opportunity, and no damages would be paid for the period between the date of conservatorship or receivership and the date of repudiation.  The FDIC could delay its decision whether to recognize the sponsor’s transfer of the mortgage loans for a reasonable period following its appointment as conservator or receiver for the sponsor.  If the FDIC were to refuse to recognize the sponsor’s transfer of the mortgage loans, distributions on the certificates could be delayed or reduced.

If specified in the applicable prospectus supplement, the sponsor will also act as servicer of the mortgage loans.  If the FDIC acted as receiver for the sponsor after the sponsor’s insolvency, the FDIC could prevent the termination of the sponsor as servicer of the mortgage loans, even if a contractual basis for termination exists.  This inability to terminate the sponsor as servicer could result in a delay or possibly a reduction in distributions on the certificates to the extent the sponsor received, but did not remit to the trustee, mortgage loan collections received by the sponsor before the date of insolvency or if the sponsor failed to make any required advances.

The collection of amounts with respect to the mortgage loans, which are the source of repayment for the certificates, will depend significantly on the performance by the master servicer and the special servicer of their respective roles under the pooling and servicing agreement and any other servicing agreements described in this prospectus supplement.  You will not be a party to any of these agreements and will be relying on the persons who are to perform their duties under such agreements and upon such persons, and the trustee in particular, to enforce the parties’ obligations under such agreements.  In the event of the resignation or termination of the master servicer or the special servicer, the trustee may assume the related responsibilities and servicing functions or name a replacement as described under “THE POOLING AND SERVICING AGREEMENTS—Rights Upon Event of Default”.  In particular, any interruption or delay associated with such replacement could have a corresponding adverse effect on amounts collected on the mortgage loans and available for distribution on the certificates.

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If a trust fund includes MBS backed by mortgage loans originated or acquired by a national bank whose deposits are insured by the FDIC, then all of the risks described above will also apply with respect to such national bank as a sponsor of the MBS.  Accordingly, the FDIC as conservator or receiver of such sponsor could require the trust that issued the MBS to go through an administrative claims procedure, request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against such sponsor or repudiate any ongoing servicing obligations of the sponsor just as it could the sponsor of the certificates.  The FDIC could also take any of the actions described above in respect of such sponsor or the mortgage loans contributed by such sponsor which back the MBS.  Any delays or reductions in distributions on the MBS that result from such actions may, in turn, result in delays or reductions in distributions on the certificates.

Insolvency of the Depositor May Delay or Reduce Collections on Mortgage Loans

Neither the United States Bankruptcy Code nor similar applicable state laws prohibit the depositor from filing a voluntary application for relief under these laws.  However, the transactions contemplated by this prospectus and the related prospectus supplement will be structured so that the voluntary or involuntary application for relief under the bankruptcy laws by the depositor is unlikely.  The depositor is a separate, limited purpose subsidiary, the certificate of incorporation of which contains limitations on the nature of the depositor’s business, including the ability to incur debt other than debt associated with the transactions contemplated by this prospectus, and restrictions on the ability of the depositor to commence voluntary or involuntary cases or proceedings under bankruptcy laws.  Further, the transfer of the mortgage loans to the related trust will be structured so that the trustee has no recourse to the depositor, other than for breaches or representations and warranties about the mortgage loans.

If the depositor were to become the subject of a proceeding under the bankruptcy laws, a court could conclude that the transfer of the mortgage loans from the depositor to the trust should not be characterized as an absolute transfer, and accordingly, that the mortgage loans should be included as part of the depositor’s estate.  Under these circumstances, the bankruptcy proceeding could delay or reduce distributions on the certificates.  In addition, a bankruptcy proceeding could result in the temporary disruption of distributions on the certificates.

Unless otherwise described in the prospectus supplement, if a trust fund includes MBS, the MBS depositor will be subject to similar bankruptcy risks which may result in disruptions, delays or reductions in amounts available to be distributed on such MBS and, therefore, in disruptions, delays or reductions in amounts available to be distributed on your certificates.

Distributions on Your Certificates and Your Yield May Be Difficult To Predict

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

●      the pass-through 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 the class of certificates to which such certificate belongs;

●      the rate, timing and severity of realized losses and additional trust fund expenses (each as described in this prospectus supplement) and the extent to which such losses and expenses result in the failure to pay interest on, or a reduction of the certificate balance of, the class of certificates to which such certificate belongs;

●      the timing and severity of any net aggregate prepayment interest shortfalls (each as described in this prospectus supplement) and the extent to which such shortfalls are allocated in reduction of the distributable certificate interest payable on the class of certificates to which such certificate belongs;

●      the extent to which prepayment premiums and yield maintenance charges are collected and, in turn, distributed on the class of certificates to which such certificate belongs; and

●      the rate and timing of reimbursement of advances.

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It is impossible to predict with certainty any of the factors described in the preceding paragraph.  Accordingly, investors may find it difficult to analyze the effect that such factors might have on the yield to maturity of any class of offered certificates.

If a trust fund includes MBS, the related prospectus supplement will, if applicable and material, describe the applicability of the above risks to the yield on such MBS and of the attendant risks to certificateholders.

Prepayments of the Underlying Mortgage Loans Will Affect the Average Life of Your Certificates and Your Yield

As a result of prepayments on the mortgage loans in the trust, the amount and timing of distributions of principal and/or interest on the certificates of the related series may be highly unpredictable.  Prepayments on the mortgage loans in the trust will result in a faster rate of principal payments on one or more classes of the related series of certificates than if payments on those mortgage loans were made as scheduled.  Therefore, the prepayment experience on the mortgage loans in the trust may affect the average life of one or more classes of certificates of the related series.

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 mortgage rates borne by the mortgage loans included in the trust, principal prepayments on those 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 included in the trust, then principal prepayments on those mortgage loans are likely to be lower than if prevailing interest rates remain at or below the mortgage rates borne by those mortgage loans.

Voluntary prepayments, if permitted, generally require payment of a prepayment premium or yield maintenance charge.  Nevertheless, we cannot assure you that the related borrowers will refrain from prepaying their mortgage loans due to the existence of a prepayment premium or yield maintenance charge.  Also, we cannot assure you that involuntary prepayments will not occur.

As described in the related prospectus supplement, the terms of certain mortgage loans, in connection with a partial release of the related mortgaged property, may permit a voluntary partial defeasance or a partial prepayment at any time with the delivery of the defeasance collateral, the payment of a prepayment premium and/or yield maintenance charge, as applicable.

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 lockout period;

●      the level of prevailing interest rates;

●      the availability of mortgage credit;

●      the applicable prepayment premiums or yield maintenance charges;

●      the 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.

The rate of prepayment on a pool of mortgage loans is also 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 loan’s interest rate, a borrower may have an increased incentive to refinance its mortgage loan.  Even in    

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the case of adjustable rate mortgage loans, as prevailing market interest rates decline, and without regard to whether the mortgage interest rates on the adjustable rate mortgage loans decline in a manner consistent therewith, the related borrowers may have an increased incentive to refinance for purposes of either (1) converting to a fixed rate loan and thereby “locking in” that rate or (2) taking advantage of a different index, margin or rate cap or floor on another adjustable rate mortgage loan.

Depending on prevailing market interest rates, the outlook for market interest rates and economic conditions generally, some borrowers may sell mortgaged properties in order to realize their equity in the mortgaged properties, to meet cash flow needs or to make other investments.  In addition, some borrowers may be motivated by federal and state tax laws (which are subject to change) to sell mortgaged properties prior to the exhaustion of tax depreciation benefits.  We will make 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 those factors, as to the percentage of the principal balance of the mortgage loans that will be paid as of any date or as to the overall rate of prepayment on the mortgage loans.

No prepayment premium or yield maintenance charge will be generally required for prepayments in connection with a casualty or condemnation.  In addition, if a mortgage loan seller repurchases any mortgage loan from the trust due to a material breach of representations or warranties or a material document defect, the repurchase price paid will be passed through to the holders of the certificates with the same effect as if the mortgage loan had been prepaid in part or in full, except that no prepayment premium or yield maintenance charge would be payable.  The repurchase price paid by a mortgage loan seller may not include a liquidation fee if purchased within the timeframe set forth in the pooling and servicing agreement.  Such a repurchase may therefore adversely affect the yield to maturity on your certificates.

We cannot assure you what as to the actual rate of prepayment on the mortgage loans in the trust will be, or that the rate of prepayment will conform to any model in any prospectus supplement.  As a result, depending on the anticipated rate of prepayment for the mortgage loans in the trust, the retirement of any class of certificates of the related series could occur significantly earlier or later, and its average life could be significantly shorter or longer, than expected.

The extent to which prepayments on the mortgage loans in trust ultimately affect the average life of any class of certificates of the related series will depend on the terms and provisions of the certificates.  A class of certificates may provide that on any distribution date the holders of the certificates are entitled to a pro rata share of the prepayments on the mortgage loans in the trust fund that are distributable on that date.

A class of certificates that entitles the holders to a disproportionately large share of the prepayments on the mortgage loans in the trust increases the likelihood of early retirement of that class if the rate of prepayment is relatively fast.  This type of early retirement risk is sometimes referred to as “call risk“.

A class of certificates that entitles its holders  to a disproportionately small share of the prepayments on the mortgage loans in the trust increases the likelihood of an extended average life of that class if the rate of prepayment is relatively slow.  This type of prolonged retirement risk is sometimes referred to as “extension risk“.

As described in the prospectus supplement, the respective entitlements of the various classes of certificate-holders of any series to receive payments (and, in particular, prepayments) of principal of the mortgage loans in the trust may vary based on the occurrence of certain events (e.g., the retirement of one or more classes of certificates of that series) or subject to certain contingencies (e.g., prepayment and default rates with respect to those mortgage loans).

A series of certificates may include one or more controlled amortization classes, which will entitle the holders 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 trust remains relatively constant at the rate of prepayment used to establish the specific principal payment schedule for the certificates.  Prepayment risk concerning 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.

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As described in the prospectus supplement, a companion class may entitle the holders to a disproportionately large share of prepayments on the mortgage loans in the trust when the rate of prepayment is relatively fast, and/or may entitle the holders to a disproportionately small share of prepayments on the mortgage loans in the trust 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.

Each controlled amortization class will either be a planned amortization class or a targeted amortization class or such other similar class as is described in the prospectus supplement.  In general, a planned amortization class has a “prepayment collar”, that is, a range of prepayment rates that can be sustained without disruption, that determines the principal cash flow of those certificates.  That prepayment collar is not static, and may expand or contract after the issuance of the planned amortization class depending on the actual prepayment experience for the underlying mortgage loans.  Distributions of principal on a planned amortization class would be made in accordance with the specified schedule so long as prepayments on the underlying mortgage loans remain at a relatively constant rate within the prepayment collar and, as described below, companion classes exist to absorb “excesses” or “shortfalls” in principal payments on the underlying mortgage loans.  If the rate of prepayment on the underlying mortgage loans from time to time falls outside the prepayment collar, or fluctuates significantly within the prepayment collar, especially for any extended period of time, that event may have material consequences in respect of the anticipated weighted average life and maturity for a planned amortization class.  A targeted amortization class is structured so that principal distributions generally will be payable on it in accordance with its specified principal payments schedule so long as the rate of prepayments on the related mortgage assets remains relatively constant at the particular rate used in establishing that schedule.  A targeted amortization class will generally afford the holders of those certificates some protection against early retirement or some protection against an extended average life, but not both.

In general, the notional amount of a class of interest-only certificates will either (1) be based on the principal balances of some or all of the mortgage assets in the related trust fund or (2) equal the principal balances of one or more of the other classes of certificates of the same series.  Accordingly, the yield on those interest-only certificates will be inversely related to the rate at which payments and other collections of principal are received on those mortgage assets or distributions are made in reduction of the principal balances of those 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 those mortgage loans will negatively affect the yield to investors in interest-only certificates.  If the offered certificates of a series include those certificates, the related prospectus supplement will include a table showing the effect of various assumed levels of prepayment on yields on those certificates.  Those tables will be intended to illustrate the sensitivity of yields to various assumed prepayment rates and will not be intended to predict, or to provide information that will enable investors to predict, yields or prepayment rates.

If a trust fund includes MBS, then prepayments on the mortgage loans backing such MBS will result in distributions on the MBS and, in turn, on the certificates in accordance with the payment characteristics described in the prospectus supplement.  Any prepayments on the mortgage loans backing such MBS will be similarly unpredictable for all of the reasons described above and therefore present the same potential difficulty for investors in the certificates in analyzing the effect of any such prepayments on the certificates.

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Certificates Purchased at a Premium or a Discount Will Be Sensitive To the Rate of Principal Payment

A series of certificates may include one or more classes offered at a premium or discount.  Yields on those classes of certificates will be sensitive, and in some cases extremely sensitive, to prepayments on the mortgage loans in the trust fund.  If the amount of interest payable with respect to a class is disproportionately large as compared to the amount of principal, as with certain classes of stripped interest certificates, a holder might fail to recover its original investment under some prepayment scenarios.  The yield to maturity of any class of certificates may vary from the anticipated yield due to the degree to which the certificates are purchased at a discount or premium and the amount and timing of distributions.

You should consider, in the case of any certificate purchased at a discount, the risk that a slower than anticipated rate of principal payments on the mortgage loans (or MBS) could result in an actual yield to such investor that is lower than the anticipated yield.  In the case of any certificate purchased at a premium, you should consider the risk that a faster than anticipated rate of principal payments could result in an actual yield to such investor that is lower than the anticipated yield.  Further information relating to yield on certificates particularly sensitive to principal prepayments will be included in the applicable prospectus supplement, including, in the case of interest only certificates and principal only certificates, a table demonstrating the particular sensitivity of those interest only certificates to the rate of prepayments.

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 risk that mortgage loans that require balloon payments may default at maturity, or that the maturity of that 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 a special servicer, to the extent and under the circumstances set forth in this prospectus 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 your certificates and, if those certificates were purchased at a discount, reduce your yield.

Similarly, if a trust fund includes MBS, some or all of the mortgage loans backing such MBS may require that balloon payments be made at maturity, which will present the same risks of delays or losses with respect to distributions on such MBS described above, and result in turn in delays or losses on the certificates.

Negative Amortization.  The weighted average life of a class of certificates can be affected by mortgage loans that permit negative amortization to occur.  A mortgage loan that provides for the payment of interest calculated at a rate lower than the rate at which interest accrues on it 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.  This 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.  In addition, negative amortization on one or more mortgage loans in any trust fund may result in negative amortization on the 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 on them, which deferred interest may be added to the principal balance of the certificates.  Accordingly, the weighted average lives of mortgage loans that permit negative amortization and that of the classes of certificates to which the negative amortization would be allocated or that would bear the effects of a slower rate of amortization on those mortgage loans, may increase as a result of that feature.

Negative amortization also may occur in respect of an adjustable rate mortgage loan that limits the amount by which its scheduled payment may adjust in response to a change in its mortgage interest rate, provides that its scheduled payment will adjust less frequently than its mortgage interest rate or provides for constant scheduled payments notwithstanding adjustments to its mortgage interest rate.  Accordingly, during a period of declining       

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interest rates, the scheduled payment on that mortgage loan may exceed the amount necessary to amortize the loan fully over its remaining amortization schedule and pay interest at the then applicable mortgage interest rate, thereby resulting in the accelerated amortization of that mortgage loan.  This acceleration in amortization of its principal balance will shorten the weighted average life of that mortgage loan and, correspondingly, the weighted average lives of those classes of certificates entitled to a portion of the principal payments on that mortgage loan.

If a trust fund includes MBS that are backed by mortgage loans that permit negative amortization, such negative amortization will have the same effects for such MBS as described above, and to the extent such negative amortization or its effects on such MBS are allocated to affect the timing and amount of distributions on the certificates in accordance with the payment characteristics described in the related prospectus supplement, there will, in turn, be a similar effect on the weighted average lives of such certificates.

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 (or of MBS backed by such mortgage loans), will depend upon (1) whether that offered certificate was purchased at a premium or a discount and (2) the extent to which the payment characteristics of those mortgage loans (or MBS) delay or accelerate the distributions of principal on that certificate or, in the case of an interest-only certificate, delay or accelerate the amortization of the notional amount of that certificate.

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, 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.

Similarly, if a trust fund includes MBS, foreclosures and servicing decisions with respect to the mortgage loans that back such MBS will affect the timing and amount of distributions made on such MBS, which will in turn affect the timing and amount of distributions on, and therefore the weighted average lives of, the certificates.

Losses and Shortfalls on the Mortgage Assets.  The yield on your certificates will directly depend on the extent to which you 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 (or, if MBS are included in a the related trust fund, the effects of any losses and shortfalls on such MBS arising out of defaults on the mortgage loans backing such MBS) and the timing of those losses and shortfalls.  In general, the earlier that any 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 of the shortfall.

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, those allocations may be effected by a reduction in the entitlements to interest and/or principal balances of one or more classes of certificates, or by establishing a priority of payments among those classes of certificates.

The yield to maturity on a class of subordinate certificates may be extremely sensitive to losses and shortfalls in collections on the mortgage loans (and any MBS) in the related trust fund.

Additional Certificate Amortization.  In addition to entitling the holders of one or more classes of a series of certificates to a specified portion, which may during specified periods range from none to all, of the principal payments received on the mortgage assets in the related trust fund, one or more classes of certificates of any series, including one or more classes of offered certificates of those series, may provide for distributions of principal of those certificates from (1) amounts attributable to interest accrued but not currently distributable on one or more classes of accrual certificates, (2) excess funds or (3) any other amounts described in the related prospectus supplement.  In general, “excess funds” as used above will represent that portion of the amounts distributable in respect of the certificates of any series on any distribution date that represent (1) 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 that   

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series, or (2) 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 on, or principal of, those certificates.

The amortization of any class of certificates out of the sources described in the preceding paragraph would shorten the weighted average life of those certificates and, if those certificates were purchased at a premium, reduce the yield on those certificates.  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 those sources would have any material effect on the rate at which those certificates are amortized.

If a trust fund includes MBS, the related prospectus supplement will, if applicable and material, indicate the applicability of any of the above amortization risks to such MBS from the sources described above and of the attendant risks to certificateholders.

Optional Early Termination.  If so specified in the related prospectus supplement, a series of certificates may be subject to optional early termination through the repurchase 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 prospectus supplement.  If so provided in the related prospectus supplement, upon the reduction of the principal balance of a specified class or classes of certificates by a specified percentage or amount, the specified party 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 those mortgage assets to retire that class or classes, as set forth in the related prospectus supplement.  In the absence of other factors, any early retirement of a class of offered certificates would shorten the weighted average life of those certificates and, if those certificates were purchased at premium, reduce the yield on those certificates.

If a trust fund includes MBS, the related prospectus supplement will, if applicable and material, indicate the applicability of any of the above early termination risks to such MBS and of the attendant risks to certificateholders.

Prepayment Models Are Illustrative Only and Do Not Predict Actual 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 that series.  Weighted average life 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 that 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, liquidations due to default and purchases of mortgage loans out of the related trust fund), is paid to that 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 loans for the life of those 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 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 the 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 loans.  Moreover, the CPR and SPA models were developed based upon historical prepayment experience for single-family 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 those series and the percentage of the   

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initial principal balance of each class that would be outstanding on specified distribution dates based on the assumptions stated in that 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 other rates specified in that prospectus supplement.  Those 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.

If a trust fund includes MBS, the related prospectus supplement will, if applicable and material, indicate the applicability of any of the above modeling risks to such MBS and of the attendant risks to certificateholders.

Timing of Prepayments on the Mortgage Loans May Result in Interest Shortfalls on the Certificates

When a mortgage loan is prepaid in full, absent a provision in the mortgage loan requiring the borrower to pay interest through the end of the applicable interest accrual period, the mortgagor pays interest on the amount prepaid only to the date of prepayment.  Liquidation proceeds and amounts received in settlement of insurance claims are also likely to include interest only to the time of payment or settlement.  When a mortgage loan is prepaid in full or in part, an interest shortfall may result depending on the timing of the receipt of the prepayment and the timing of when those prepayments are passed through to certificateholders.  To partially mitigate this reduction in yield, the pooling and servicing agreement and/or underlying servicing agreements relating to a series may provide, to the extent specified in the applicable prospectus supplement, that for specified types of principal prepayments received, the applicable master servicer will be obligated, on or before each distribution date, to pay an amount equal to the lesser of (i) the aggregate interest shortfall with respect to the distribution date resulting from those principal prepayments by mortgagors and (ii) all or a portion of the master servicer’s or the special servicer’s, as applicable, servicing compensation for the distribution date as specified in the applicable prospectus supplement or other mechanisms specified in the applicable prospectus supplement.  To the extent these shortfalls from the mortgage loans are not covered by the amount of compensating interest or other mechanisms specified in the applicable prospectus supplement, they will be allocated among the classes of interest bearing certificates as described in the related prospectus supplement under “DESCRIPTION OF THE CERTIFICATES”.  No comparable interest shortfall coverage will be provided by the master servicer with respect to liquidations of any mortgage loans.  Any interest shortfall arising from liquidations will be covered by means of the subordination of the rights of subordinate certificateholders or any other credit support arrangements described in this prospectus.

If a trust fund includes MBS, the timing of prepayments on the mortgage loans backing such MBS will present the same risks described above for such MBS and, in turn, for the certificates.  Moreover, unless otherwise described in the prospectus supplement, the pooling and servicing or other agreements governing the certificates will not contain any additional compensating interest or other mechanisms to alleviate the effects of any shortfall in interest with respect to such MBS resulting from prepayments.  Accordingly, any such shortfall in interest with respect to MBS may also result in a corresponding shortfall in interest available for distribution on the certificates that would be allocated as described in the related prospectus supplement under “DESCRIPTION OF THE CERTIFICATES”.

Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans

General.  Mortgage loans made on the security of multifamily or commercial property may have a greater likelihood of delinquency and foreclosure, and a greater likelihood of loss than loans made on the security of an owner-occupied single-family property.  The ability of a borrower to repay a loan secured by an income-producing property typically is dependent primarily upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower.  Therefore, the value of an income-producing property is directly related to the net operating income derived from such property.

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.  A number of the mortgage loans may be secured by liens on owner-occupied properties or on properties leased to a single tenant or in which only a few tenants produce a material amount of the rental income.  As the primary component of the net operating income of a property, rental income (and maintenance payments from tenant stockholders of a cooperative) and the value of any property are subject to the vagaries of the applicable real estate market and/or business climate.  Properties typically leased, occupied or used on a short-term basis, such as health    

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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 leased, occupied or used for longer periods, such as (typically) warehouses, retail stores, office buildings and industrial plants.  Commercial Properties may be secured by owner-occupied properties or properties leased to a single tenant.  Therefore, a decline in the financial condition of the borrower or a single tenant may have a disproportionately greater effect on the net operating income from such properties than would be the case with respect to properties with multiple tenants.

Changes in the expense components of the net operating income of a property due to the general economic climate or economic conditions in a locality or industry segment, such as (1) increases in interest rates, real estate and personal property tax rates and other operating expenses including energy costs, (2) changes in governmental rules, regulations and fiscal policies, including environmental legislation, and (3) acts of God may also affect the net operating income and the value of the property and the risk of default on the related mortgage loan.  In some cases leases of properties may provide that the lessee, rather than the mortgagor, is responsible for payment of certain of these expenses.  However, because leases are subject to default risks as well as when a tenant’s income is insufficient to cover its rent and operating expenses, the existence of such “net of expense” provisions will only temper, not eliminate, the impact of expense increases on the performance of the related mortgage loan.

Additional considerations may be presented by the type and use of a particular property.  For instance, 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, motel and restaurant properties are often operated pursuant to franchise, management or operating agreements that may be terminable by the franchisor or operator.  The transferability of a hotel’s or restaurant’s operating, liquor and other licenses upon a transfer of the hotel or the restaurant, whether through purchase or foreclosure, is subject to local law requirements.

In addition, the concentration of default, foreclosure and loss risks in mortgage loans in the trust will generally be greater than for pools of single-family loans because mortgage loans in the trust generally will consist of a smaller number of higher balance loans than would a pool of single-family loans of comparable aggregate unpaid principal balance.

If a trust fund includes MBS, you should consider that all of the mortgage loans backing such MBS will also be secured by multifamily and/or commercial properties.  Accordingly, the performance of such MBS, and in turn, the certificates, will be similarly subject to the factors affecting the net operating income of such properties described above and to the same risks associated with default, foreclosure and losses on the mortgage loans backing such MBS.

Limited Recourse Nature of the Mortgage Loans May Make Recovery Difficult in the Event that a Mortgage Loan Defaults.  We anticipate that some or all of the mortgage loans included in any trust fund will be nonrecourse loans or loans for which recourse may be restricted or unenforceable.  In this type of mortgage loan, recourse in the event of borrower default will be limited to the specific real property and other assets 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, 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 concerning a defaulted mortgage loan in excess of the liquidation value of the related property.

If a trust fund includes MBS, you should consider that the mortgage loans backing such MBS will be subject to the same potential limitations on recourse and enforceability described above.

Cross-Collateralization Provisions May Have Limitations on Their Enforceability.  A mortgage pool may include groups of mortgage loans which 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.  Cash flows generated on these type of mortgage loans are available to support debt service on, and ultimate repayment of, the total indebtedness.  These arrangements 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.

If a trust fund includes MBS, the mortgage loans that back such MBS may similarly include groups of mortgage loans which are cross-collateralized and cross-defaulted.  Any such arrangements will be subject to the same    

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potential challenges described above, which may adversely affect the performance of such MBS and, in turn, the certificates.

If the properties securing a group of mortgage loans which are cross-collateralized are not all owned by the same entity, creditors of one or more of the related borrowers could challenge the cross-collateralization arrangement as a fraudulent conveyance.  Under federal and 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 then insolvent, was rendered insolvent by such obligation or transfer or had unreasonably small capital for its business.  A creditor seeking to enforce remedies against a property subject to such cross-collateralization to repay such creditor’s claim against the related borrower could assert that:

● such borrower was insolvent at the time the cross-collateralized mortgage loans were made; and

● such borrower did not, when it allowed its property to be encumbered by a lien securing the indebtedness represented by the other mortgage loans in the group of cross-collateralized mortgage loans, receive fair consideration or reasonably equivalent value for, in effect, “guaranteeing” the performance of the other borrowers.

Although the borrower making such “guarantee” will be receiving “guarantees” from each of the other borrowers in return, we cannot assure you that such exchanged “guarantees” would be found to constitute fair consideration or be of reasonably equivalent value.

The cross-collateralized mortgage loans may be secured by mortgage liens on properties located in different states.  Because of various state laws governing foreclosure or the exercise of a power of sale and because foreclosure actions are usually 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.

Increased Risk of Default Associated With Balloon Payments.  Some of the mortgage loans included in the trust may be nonamortizing or only partially amortizing over their terms to maturity.  These types of mortgage loans will require substantial payments of principal and interest (that is, balloon payments) at their stated maturity.  These loans involve a greater likelihood of default than self-amortizing loans 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 property.  The ability of a borrower to accomplish either of these goals will be affected by—

● the value of the related property;

● the level of available mortgage rates at the time of sale or refinancing;

● the borrower’s equity in the related property;

● the financial condition and operating history of the borrower and the related property;

● tax laws;

● rent control laws (pertaining to certain residential properties);

● Medicaid and Medicare reimbursement rates (pertaining to hospitals and nursing homes);

● prevailing general economic conditions; and

● the availability of credit for loans secured by multifamily or commercial property.

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Neither Banc of America Merrill Lynch Commercial Mortgage Inc. nor any of its affiliates will be required to refinance any mortgage loan.

As specified in the prospectus supplement, the master servicer or the special servicer will be permitted (within prescribed limits) to extend and modify mortgage loans that are in default or as to which a payment default is imminent.  Although the master servicer or the special servicer generally will be required to determine that any such extension or modification is reasonably likely to produce a greater recovery than liquidation, taking into account the time value of money, we cannot assure you that any such extension or modification will in fact increase the present value of receipts from or proceeds of the affected mortgage loans.

If a trust fund includes MBS, some or all of the mortgage loans that back such MBS may similarly be nonamortizing or only partially amortizing over their terms to maturity, and neither Banc of America Merrill Lynch Commercial Mortgage Inc. nor any of its affiliates will be required to refinance any of such mortgage loans.  In addition, as specified in the prospectus supplement, the agreements governing such MBS may also similarly permit a servicer to extend and modify the mortgage loans backing such MBS, and likewise no assurance can be given that any such extension or modification will in fact increase the present value of receipts from or proceeds of the affected mortgage loans.

The Lender Under a Mortgage Loan May Have Difficulty Collecting Rents Upon the Default and/or Bankruptcy of the Related Borrower.  Each mortgage loan included in the trust secured by property that is subject to leases typically will be secured by an assignment of leases and rents.  Under such an assignment, the mortgagor assigns to the mortgagee its right, title and interest as lessor under the leases of the related property, and the income derived, 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 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.

If a trust fund includes MBS, each mortgage loan backing such MBS that is subject to leases will be subject to the same potential difficulties for the lender to collect rents upon the default and/or bankruptcy of the related borrower discussed above, which may adversely affect the performance of such MBS and, in turn, the certificates.

The Enforceability of Due-on-Sale and Debt-Acceleration Clauses May Be Limited in Certain Situations.  Mortgages may contain a due-on-sale clause, which permits the lender to accelerate the maturity of the mortgage loan if the borrower sells, transfers or conveys the related property or its interest in the property.  Mortgages also may include a debt-acceleration clause, which permits the lender to accelerate the debt upon a monetary or nonmonetary default of the mortgagor.  Such clauses are generally enforceable subject to certain exceptions.  The courts of all states will enforce clauses providing for acceleration in the event of a material payment default.  The equity courts of any state, however, may refuse the foreclosure of a mortgage or deed of trust when an acceleration of the indebtedness would be inequitable or unjust or the circumstances would render the acceleration unconscionable.

If a trust fund includes MBS, the mortgage loans backing such MBS may also contain due-on-sale and debt-acceleration clauses, and any inability of the underlying trust to enforce such clauses may adversely affect the performance of such MBS and, in turn, the certificates.

Adverse Environmental Conditions May Subject a Mortgage Loan to Additional Risk.  Under the laws of certain states, contamination of real property may give rise to a lien on the property to assure the costs of cleanup.  In several states, such a lien has priority over an existing mortgage lien on such property.  In addition, under the laws of some states and under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, a lender may be liable, as an “owner” or “operator”, for costs of addressing releases or threatened releases of hazardous substances at a property, if agents or employees of the lender have become sufficiently involved in the operations of the borrower, regardless of whether the environmental damage or threat was caused by the borrower or a prior owner.  A lender also risks such liability on foreclosure of the mortgage.

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If a trust fund includes MBS, the mortgage loans backing such MBS may similarly be subject to additional risk resulting from adverse environmental conditions.  Any such risk may adversely affect the performance of the MBS and, in turn, the certificates.

Certain Special Hazard Losses May Subject Your Certificates to an Increased Risk of Loss.  Unless otherwise specified in a prospectus supplement, the master servicer and special servicer for the trust will be required to cause the borrower on each mortgage loan in the trust to maintain such insurance coverage in respect of the property as is required under the related mortgage, including hazard insurance.  As described in the prospectus supplement, the master servicer and the special servicer may satisfy its obligation to cause hazard insurance to be maintained with respect to any property through acquisition of a blanket policy.

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 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, governmental actions, floods and other water-related causes, earth movement (including earthquakes, landslides and mudflows), wet or dry rot, vermin, domestic animals and certain other kinds of risks.  Unless the mortgage specifically requires the mortgagor to insure against physical damage arising from such causes, then, to the extent any consequent losses are not covered by credit support, such losses may be borne, at least in part, by the holders of one or more classes of certificates of the related series.

If a trust fund includes MBS, unless otherwise specified in the prospectus supplement, the MBS servicer will similarly be required to cause the borrower on each mortgage loan backing such MBS to maintain insurance required under the related mortgage, subject to a similar ability as described in the prospectus supplement to satisfy such obligation by maintaining blanket coverage.  The mortgage loans backing such MBS will be subject to the same risks as described above with respect to special hazard losses on the properties securing such mortgage loans.  Accordingly, to the extent any losses due to a lack of insurance coverage result to such MBS, such losses may in turn be borne in similar fashion by the holders of one or more classes of certificates of the related series.

Exercise of Rights by Certain Certificateholders May Be Adverse to Other Certificateholders

The pooling and servicing agreement for a series may permit the holder of a class of subordinate certificates or a class of securities backed by a class of certificates to instruct the special servicer with respect to workout arrangements or foreclosure proceedings with respect to delinquent or other specially serviced mortgage loans.  This right is intended to permit the holder of a class of certificates that is highly sensitive to losses on the mortgage loans to attempt to mitigate losses by exercising limited power of direction over servicing activities which accelerate or delay realization of losses on the mortgage loans.  Such directions may, however, be adverse to the interest of those classes of senior certificates that are more sensitive to prepayments than to losses on the mortgage loans.  In particular, accelerating foreclosure will adversely affect the yield to maturity on interest only certificates, while delaying foreclosure will adversely affect the yield to maturity of principal only certificates.

If a trust fund includes MBS, the prospectus supplement will, if applicable and material, describe any similar ability of the holders of securities other than such MBS to instruct the underlying special servicer with respect to workout arrangements or foreclosure proceedings with respect to mortgage loans that back such MBS and the attendant risks to certificateholders.

Borrower Defaults May Adversely Affect Your Yield

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; and

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●      their weighted average life.

If losses on the mortgage loans exceed the aggregate principal amount of the classes of certificates subordinated to a particular class, such class will suffer a loss equal to the full amount of such excess (up to the outstanding principal amount of such certificate).

If you calculate your anticipated yield based on assumed rates of defaults and losses that are lower than the default rate and losses actually experienced and 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 you on 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 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.  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 certain 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.

If a trust fund includes MBS, the rate and timing of delinquencies or defaults on the mortgage loans backing such MBS will affect the amount of distributions on such MBS and the rate of principal payments on such MBS, which will in turn affect the same four characteristics of the certificates listed above in the first paragraph under this heading.  Similarly, delays or losses with respect to amounts distributed on such MBS will have the same potential effects on your certificates as described above for delays or losses with respect to the payment of the mortgage loans.

The Borrower’s Form of Entity May Cause Special Risks

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 do not have personal assets and creditworthiness at stake.  The terms of the mortgage loans generally 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 addition, certain mortgage loans may not have borrower principals.  In general, 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.  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.  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.

Many of the borrowers are not special purpose entities structured to limit the possibility of becoming insolvent or bankrupt, and therefore may be more likely to become insolvent or the subject of a voluntary or involuntary bankruptcy proceeding because such borrowers may be:

●      operating entities with businesses distinct from the operation of the mortgaged property with the associated liabilities and risks of operating an ongoing business; or

●      individuals that have personal 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 provide assurances that any borrower will    

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not file for bankruptcy protection or that creditors of a borrower or a corporate or individual general partner or managing member of a borrower will not initiate a bankruptcy or similar proceeding against such borrower or corporate or individual general partner or managing member.

Furthermore, with respect to any related borrowers, creditors of a common parent in bankruptcy may seek to consolidate the assets of such borrowers with those of the parent.  In addition, where a mortgage loan includes provisions imposing recourse liability on an affiliate or sponsor there is greater risk of consolidation.  In such event, consolidation of the assets of such borrowers would likely have an adverse effect on the funds available to make distributions on your certificates, and may lead to a downgrade, withdrawal or qualification of any securities ratings assigned to your certificates.  See “CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS—Bankruptcy Laws” in this prospectus.

In addition, with respect to certain mortgage loans, the borrowers may own the related mortgaged property as tenants in common.  These mortgage loans may be subject to prepayment, including during periods when prepayment might otherwise be prohibited, as a result of partition.  Although some of the related borrowers may have purported to waive any right of partition, we cannot assure you that any such waiver would be enforced by a court of competent jurisdiction.

If a trust fund includes MBS, you should consider that the same risks and related considerations as described above will apply with respect to the borrowers under the mortgage loans backing such MBS.

Borrower and Related Party Bankruptcy Proceedings Entail Certain Risks

Under federal bankruptcy law, the filing of a petition in bankruptcy by or against a borrower will stay the commencement or continuation of a foreclosure action and delay the sale of the real property owned by that borrower.  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, which 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: (1) grant a debtor a reasonable time to cure a payment default on a mortgage loan; (2) reduce periodic payments due under a mortgage loan; (3) change the rate of interest due on a mortgage loan; or (4) 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’s trustee or the borrower, as debtor in possession, has certain special powers to avoid, subordinate or disallow debts.  In certain circumstances, the claims of the securitization trustee may be subordinated to financing obtained by a debtor in possession subsequent to its bankruptcy.

Under federal bankruptcy law, the mortgagee will be stayed from enforcing a borrower’s assignment of rents and leases.  Federal bankruptcy law also may interfere with the master servicer’s or special servicer’s ability to enforce lockbox requirements.  The legal proceedings necessary to resolve these issues can be time consuming 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.

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 mortgage loans may have sponsors that have previously filed for bankruptcy protection, which in some cases may have involved the same property that currently secures the mortgage loan.  In each case, the related entity or person has emerged from bankruptcy.  However, we cannot assure you that such sponsors will not be more likely than other sponsors to utilize their rights in bankruptcy in the event of any threatened action by the mortgagee to enforce its rights under the related loan documents.

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If a trust fund includes MBS, you should consider that the same risks and related considerations as described above will apply with respect to bankruptcy proceedings involving the borrowers under the mortgage loans backing such MBS and/or their sponsors or other related parties.

Tenancies in Common May Hinder or Delay Recovery

With respect to certain mortgage loans, the borrowers may own the related mortgaged property as tenants in common.  These mortgage loans may be subject to prepayment, including during periods when prepayment might otherwise be prohibited, as a result of partition.  Although some of the related borrowers may have purported to waive any right of partition, we cannot assure you that any such waiver would be enforced by a court of competent jurisdiction.

In general, with respect to a tenant in common ownership structure, each tenant in common owns an undivided share in the property and if such tenant in common desires to sell its interest in the property (and is unable to find a buyer or otherwise needs to force a partition) such tenant in common has the ability to request that a court order a sale of the property and distribute the proceeds to each tenant in common proportionally.  As a result, if a borrower exercises such right of partition, the related mortgage loans may be subject to prepayment.  In addition, the tenant in common structure may cause delays in the enforcement of remedies; this may occur, for example, because of procedural or substantive issues resulting from the existence of multiple borrowers under the related loan, such as in bankruptcy, in which circumstance, each time a tenant in common borrower files for bankruptcy, the bankruptcy court stay will be reinstated.

In some cases, the related borrower may be a special purpose entity (in some cases bankruptcy remote), reducing the risk of bankruptcy.  There can be no assurance that a bankruptcy proceeding by a single tenant in common borrower will not delay enforcement of this pooled mortgage loan.  Additionally, in some cases, subject to the terms of the related mortgage loan documents, a borrower or a tenant in common borrower may assign its interests to one or more tenant in common borrowers.  Such change to, or increase in, the number of tenant in common borrowers increases the risks related to this ownership structure.

If a trust fund includes MBS, you should consider that the mortgage loans backing such MBS may similarly be secured by properties owned by the related borrowers as tenants in common, and that the same risks and related considerations described above will therefore apply to such mortgage loans.

Mortgaged Properties with Tenants Present Special Risks

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

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

●      tenants were unable to meet their lease obligations;

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

●      substantial re leasing costs were required and/or the cost of performing landlord obligations under existing leases materially increased;

●      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, offices and industrial and warehouse properties will be affected by the expiration of leases and the ability of the respective borrowers to renew the leases or relet the space on comparable terms.  In addition, if a significant portion of tenants have leases which expire near or at maturity of the related mortgage loan, then it may make it more difficult for the related borrower to seek refinancing or make   

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any applicable balloon payment.  Certain of the mortgaged properties may be leased in whole or in part by government sponsored tenants who have the right to cancel their leases at any time or for lack of appropriations.  Other tenants may have the right to cancel or terminate their leases prior to the expiration of the lease term or upon the occurrence of certain events including, but not limited to, the loss of an anchor tenant at the mortgaged property.  Additionally, mortgage loans may have concentrations of leases expiring at varying rates in varying percentages.

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.  Moreover, if a tenant defaults in its obligations to a borrower, the borrower may incur substantial costs and experience significant delays associated with enforcing its rights and protecting its investment, including costs incurred in renovating and reletting the property.

In addition, certain mortgaged properties may have tenants that are paying rent but are not in occupancy or may have vacant space that is not leased, and in certain cases, the occupancy percentage could be less than 80%.  Any “dark” space may cause the mortgaged property to be less desirable to other potential tenants or the related tenant may be more likely to default in its obligations under the lease.  We cannot assure you that those tenants will continue to fulfill their lease obligations or that the space will be relet.

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

With respect to certain of the mortgage loans, the related borrower has given to certain tenants or others an option to purchase, a right of first refusal or a right of first offer to purchase all or a portion of the mortgaged property in the event a sale is contemplated, and such right is not subordinate to the related mortgage.  This may impede the mortgagee’s ability to sell the related mortgaged property at foreclosure, or, upon foreclosure, this may affect the value and/or marketability of the related mortgaged property.

If a trust fund includes MBS, you should consider that the properties securing the mortgage loans backing such MBS would also be leased to various tenants and that accordingly, the income from, and market value of such properties would be subject to the same risks and related considerations described above.

Mortgaged Properties with Multiple Tenants May Increase Reletting Costs and Reduce Cash Flow

If a mortgaged property has multiple tenants, reletting 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 expenses.

If a trust fund includes MBS, you should consider that the properties securing the mortgage loans backing such MBS may similarly have multiple tenants, and that accordingly, the cash flow available for debt service payments on such mortgage loans may be similarly affected by reletting expenditures, vacancy rates and volatility in rental expenses.

Tenant Bankruptcy Adversely Affects Property Performance

The bankruptcy or insolvency of a major tenant, or a number of smaller tenants, in retail, office, industrial and warehouse 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 any unexpired lease.  If the tenant rejects the lease, the landlord’s claim for breach of the lease would be a general unsecured claim against the tenant (absent collateral securing the claim).  The claim would be limited to the unpaid rent reserved under the lease for the periods prior to the bankruptcy petition (or earlier surrender of the leased premises) which 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 year’s rent).  There are  

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several cases in which one or more tenants at a mortgaged property have declared bankruptcy.  We cannot assure you that any such tenant will affirm its lease.

If a trust fund includes MBS, you should consider that the bankruptcy or insolvency of a major tenant, or a number of smaller tenants, may similarly adversely affect the income produced by a property securing a mortgage loan backing such MBS.

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

If a mortgaged property has tenants, the borrower typically assigns its income as landlord to the lender as further security, 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, such assignments may not be 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 property and secures the appointment of a receiver.  In addition, as previously discussed, if bankruptcy or similar proceedings are commenced by or for the borrower, the lender’s ability to collect the rents may be adversely affected.

If a trust fund includes MBS, you should consider that although all of the mortgage loans backing such MBS permit the lender to accelerate the debt upon default by the borrower, the same enforceability risks and related considerations described above will apply to such mortgage loans.

Potential Absence of Attornment Provisions Entails Risks

In some jurisdictions, if tenant leases are subordinate to the liens created by the mortgage and do not contain attornment provisions (i.e., provisions requiring the tenant to recognize a successor owner following foreclosure as landlord under the lease), the leases may terminate upon the transfer of the property to a foreclosing lender or purchaser at foreclosure.  Not all leases were reviewed to ascertain the existence of attornment or subordination provisions.  Accordingly, if a mortgaged property is located in such a jurisdiction and is leased to one or more desirable tenants under leases that are subordinate to the mortgage and do not contain attornment provisions, such mortgaged property could experience a further decline in value if such tenants’ leases were terminated.  This is particularly likely if such tenants were paying above market rents or could not be replaced.

If a lease is not subordinate to a mortgage, the trust will not possess the right to dispossess the tenant upon foreclosure of the mortgaged property (unless otherwise agreed to with the tenant).  If the lease contains provisions inconsistent with the mortgage (e.g., provisions relating to application of insurance proceeds or condemnation awards) or which could affect the enforcement of the lender’s rights (e.g., a right of first refusal to purchase the property), the provisions of the lease will take precedence over the provisions of the mortgage.

If a trust fund includes MBS, you should consider that the potential absence of attornment provisions entails the same risks and other considerations described above for the mortgage loans backing such MBS.  Accordingly, in similar fashion the properties securing such mortgage loans may experience a further decline in value, the MBS trust may not have the right to dispossess the tenant upon foreclosure of the mortgaged property (unless otherwise agreed to with the tenant) and the provisions of the lease may take precedence over the provisions of the mortgage.

Risks Associated with Commercial Lending May Be Different than those for Residential Lending

The mortgaged properties (including, if MBS are included in a trust fund, the mortgaged properties securing any mortgage loans backing such MBS) consist solely of multifamily rental and commercial properties.  Commercial and multifamily lending is generally viewed as exposing a lender to a greater risk of loss than residential one to four family lending because it usually involves larger loans to a single borrower or a group of related borrowers.

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

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

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

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

●      the proximity and attractiveness of competing properties;

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

●      increases in operating expenses;

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

●      dependence upon a single tenant and concentration of tenants in a particular business;

●      a decline in the financial condition of a major tenant;

●      an increase in vacancy rates; and

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

Other factors are more general in nature, such as:

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

●      local real estate conditions, such as an oversupply of retail space, office space or multifamily housing;

●      demographic factors;

●      changes or continued weakness in specific industry segments;

●      the public perception of safety for customers and clients;

●      consumer confidence;

●      consumer tastes and preferences;

●      retroactive changes in building codes;

●      conversion of a property to an alternative use;

●      new construction in the market; and

●      number and diversity of tenants.

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

●      the length of tenant leases;

●      the creditworthiness of tenants;

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

●      lease termination, rent abatement/offset, co tenancy or exclusivity provisions of tenant leases;

●      tenant defaults;

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

●      in the case of government sponsored tenants, the right of the tenant in some instances to cancel a lease due to a lack of appropriations.

Poor Property Management Will Lower the Performance of the Related Mortgaged Property

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

●      responding to changes in the local market;

●      planning and implementing the rental structure;

●      operating the property and providing building services;

●      managing operating expenses; and

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

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

Good management, by controlling costs, providing services to tenants and seeing to property maintenance and upkeep, can, in some cases, improve cash flow, reduce vacancy, leasing and repair costs and preserve property value.  Poor management could impair short-term cash flow and the long term viability of a property.

We make no representation or warranty as to the skills of any present or future managers (including, if MBS are included in a trust fund, as to the skills of any present or future managers of the properties securing the mortgage loans that back such MBS).  Additionally, we cannot assure you that the property managers will be in a financial condition to fulfill their management responsibilities throughout the terms of their respective management agreements.

Furthermore, we cannot assure you that the mortgaged properties (and/or, if MBS are included in a trust fund, the properties securing the mortgage loans that back such MBS) will not have related management which in the event that a related management company is incapable of performing its duties may affect one or more sets of mortgaged properties.  We also cannot assure you that the mortgaged properties will not be self-managed by the related borrower, in which case such self-management or affiliated management may make it more difficult to monitor the property management, replace that borrower as property manager in the event that the borrower’s management is detrimentally affecting the property or ensure that the borrower provides all information necessary to manage the mortgaged property to a replacement property manager in the event that the borrower is replaced as property manager.

Particular Property Types Present Special Risks

Mortgage loans, including if MBS are included in a trust fund the mortgage loans that back such MBS, will be subject to special risks associated with the type of property securing such mortgage loan.

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Retail Properties.

Several factors may adversely affect the value and successful operation of a retail property, including:

●      changes in consumer spending patterns, local competitive conditions (such as the supply of retail space or the existence or construction of new competitive shopping centers or shopping malls);

●      alternative forms of retailing (such as direct mail, video shopping networks and internet web sites which reduce the need for retail space by retail companies);

●      the quality and philosophy of management;

●      the safety, convenience and attractiveness of the property to tenants and their customers or clients;

●      the public perception of the safety of customers at shopping malls and shopping centers;

●      the need to make major repairs or improvements to satisfy the needs of major tenants; and

●      traffic patterns and access to major thoroughfares.

The general strength of retail sales also directly affects retail properties.  The retailing industry is currently undergoing consolidation due to many factors, including growth in discount and alternative forms of retailing.  If the sales by tenants in the mortgaged properties that contain retail space were to decline, the rents that are based on a percentage of revenues may also decline, and tenants may be unable to pay the fixed portion of their rents or other occupancy costs.  The cessation of business by a significant tenant can adversely affect a retail property, not only because of rent and other factors specific to such tenant, but also because significant tenants at a retail property play an important part in generating customer traffic and making a retail property a desirable location for other tenants at such property.  In addition, certain tenants at retail properties may be entitled to terminate their leases if an anchor tenant fails to renew or terminates its lease, becomes the subject of a bankruptcy proceeding or ceases operations at such property.

The presence or absence of an “anchor tenant” or a “shadow anchor” in or near a shopping center also can be important because anchors play a key role in generating customer traffic and making a shopping 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.  A “shadow anchor” 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, but not on the mortgaged property, so as to influence and attract potential customers.

If anchor stores in a mortgaged property were to close, the related borrower may be unable to replace those anchors in a timely manner or without suffering adverse economic consequences.  Certain of the tenants or anchor stores of the retail properties may have co tenancy clauses and/or operating covenants in their leases or operating agreements which permit those tenants or anchor stores to cease operating under certain conditions, including, without limitation, certain other stores not being open for business at the mortgaged property or a subject store not meeting the minimum sales requirement under its lease.  In addition, in the event that a “shadow anchor” fails to renew its lease, terminates its lease or otherwise ceases to conduct business within a close proximity to the mortgaged property, customer traffic at the mortgaged property may be substantially reduced.  We cannot assure you that such space will be occupied or that the related mortgaged property will not suffer adverse economic consequences.

Office Properties.

A large number of factors may adversely affect the value of office properties, including:

●      the number and quality of an office building’s tenants;

●      the physical attributes of the building in relation to competing buildings (e.g., age, condition, design, access to transportation and ability to offer certain amenities, such as sophisticated building systems);

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●      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);

●      an adverse change in population, patterns of telecommuting or sharing of office space;

●      local competitive conditions, including the supply of office space or the existence or construction of new competitive office buildings;

●      quality of management;

●      changes in population and employment affecting the demand for office space;

●      properties not equipped for modern business becoming functionally obsolete; and

●      declines in the business of tenants, especially single tenanted property.

In addition, there may be significant costs associated with tenant improvements, leasing commissions and concessions in connection with reletting 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.

Medical office properties may be included in office properties.  The performance of a medical office property may depend on the proximity of such property to a hospital or other health care 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 for patient fees from private or government sponsored insurers and issues related to reimbursement (ranging from non-payment to 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.

Multifamily Properties.

Several 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 location of the property (e.g., a change in the neighborhood over time);

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

●      the types of services or amenities the property provides;

●      the property’s reputation;

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

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

●      the presence of competing properties;

●      dependence on governmental programs that provide rental subsidies to tenants pursuant to tenant voucher programs, which vouchers may be used at other properties to influence tenant mobility;

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

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

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 bases on which a landlord may terminate a tenancy or increase its rent or prohibit a landlord from terminating a tenancy solely by reason of the sale of the owner’s building.

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

Certain of the mortgage loans are secured by mortgaged properties that are eligible (or become eligible in the future) for and have received low income housing tax credits pursuant to Section 42 of the Internal Revenue 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 United States Department of Housing and Urban Development.  Under HUD’s Section 8 Tenant-Based Assistance Rental Voucher Program or Section 8 Tenant-Based Assistance Rental Certificate Program (now combined into one voucher program), the rents charged to some of the tenants are subsidized by housing assistance payments.  Those payments are made pursuant to housing assistance payments contracts between the borrower and a local housing authority which receives Section 8 funds from HUD.  The term of each housing assistance payments contract is limited to the term of the related tenant lease, generally one year, renewable at the option of the tenant.  Tenants may choose to move out of the mortgaged properties and utilize their vouchers elsewhere, and we cannot assure you that those units will be re-rented.  The housing assistance payments contracts impose certain management and maintenance obligations on the borrowers, and housing assistance payments can be suspended, reduced, or terminated if HUD or the local housing authority determines that the borrowers have breached the housing assistance payments contracts.  HUD may in the future elect, or be required by Congress, to take actions with the effect of limiting increases in rents subsidized under Section 8, or reducing rent levels currently in effect.  The ability of the respective borrowers to pay the housing assistance payments loans, and the value of their mortgaged properties and consequent ability to refinance the mortgage loans which are subject to housing assistance payments contracts, could be adversely affected by some or all of the above mentioned risks.  We can give you no assurance that these or any similar 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 loans.

Certain of the mortgage loans are secured or may be secured in the future by mortgaged properties that are subject to certain affordable housing covenants, in respect of various units within the mortgaged properties.

Hotel Properties.

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

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

●      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;

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

●      changes in travel patterns (including, for example, the decline in air travel following the terrorist attacks in New York City, Washington, D.C. and Pennsylvania and the current military operations in Afghanistan and Iraq) caused by changes in access, energy prices, strikes, relocation of highways, construction of additional highways or other factors.

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

Moreover, the hotel and lodging industry is generally seasonal in nature and different seasons affect different hotels depending on type and location.  This seasonality can be expected to cause periodic fluctuations in a hotel property’s room and restaurant revenues, occupancy levels, room rates and operating expenses.

When applicable, the liquor licenses for most of the mortgaged properties are commonly held by affiliates of the mortgagors, unaffiliated managers and operating lessees.  The laws and regulations relating to liquor licenses generally prohibit the transfer of such licenses to any person.  In the event of a foreclosure of a hotel property that holds a liquor license, the trustee or a purchaser in a foreclosure sale would likely have to apply for a new license, which might not be granted or might be granted only after a delay which could be significant.  We cannot assure you that a new license could be obtained promptly or at all.  The lack of a liquor license in a full service hotel could have an adverse impact on the revenue from the related mortgaged property or on the hotel’s occupancy rate.

Hotels may be operated under franchise, management or operating agreements that may be terminated by the franchisor, manager or operator.  It may be difficult to terminate a manager of a hotel after foreclosure of the related mortgage.

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

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

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

●      the duration of the franchise licensing or management agreements.

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

The transferability of a franchise license agreement is generally restricted.  In the event of a foreclosure, the lender or its agent may not have the right to use the franchise license without the franchisor’s consent.  Conversely, in the case of certain mortgage loans, the lender may be unable to remove a franchisor or a hotel management company that it desires to replace following a foreclosure.

The continuation of a franchise is typically subject to specified operating standards and other terms and conditions. The franchisor periodically inspects its licensed properties to confirm adherence to its operating standards. The failure of the hospitality property to maintain those standards or adhere to those other terms and conditions could result in the loss or cancellation of the franchise license. It is possible that the franchisor could condition the continuation of a franchise license on the completion of capital improvements or the making of capital expenditures that the owner of the hospitality property determines are too expensive or are otherwise unwarranted in light of the operating results or prospects of the property. In that event, the owner of the hospitality property may elect to allow the franchise license to lapse. In any case, if the franchise is terminated, the owner of the hospitality property may seek to obtain a suitable replacement franchise or to operate property independently of a franchise license. The loss of a franchise license could have a material adverse effect upon the operations or value of the hospitality property because of the loss of associated name recognition, marketing support and centralized reservation systems provided by the franchisor.

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Self-Storage Properties.

Self-storage properties are considered vulnerable to competition, because both acquisition 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;

●      age of improvements; or

●      other factors affecting the borrower’s ability to meet its obligations on the related mortgage loan.

The liquidation value of that self-storage mortgaged 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 access may heighten environmental risks.  No environmental assessment of a mortgaged property included an inspection of the contents of the self-storage units included in the self-storage properties and there is no assurance that all of the units included in the self-storage properties are free from hazardous substances or other pollutants or contaminants or will remain so in the future.

Industrial and Warehouse Properties.

Among the significant factors determining the value of industrial and warehouse properties are:

●      the quality of tenants;

●      building design and adaptability (e.g., clear heights, column spacing, zoning restrictions, number of bays and bay depths, divisibility and truck turning radius); and

●      the location of the property (e.g., proximity to supply sources and customers, availability of labor and accessibility to distribution channels).

In addition, industrial and warehouse properties may be adversely affected by reduced demand for industrial and warehouse space occasioned by a decline in a particular industrial site or in a particular industry segment, and a particular industrial and warehouse property may be difficult to relet to another tenant or may become functionally obsolete relative to newer properties.

Manufactured Housing Communities.

Significant factors determining the value of such properties are generally similar to the factors affecting the value of multifamily properties.  In addition, these properties are special purpose properties that could not be readily converted to general residential, retail or office use.  In fact, certain states also regulate changes in manufactured housing communities and require that the landlord give written notice to its tenants a substantial period of time prior to the projected change.  Consequently, if the operation of any of such properties becomes unprofitable such that the borrower becomes unable to meet its obligation on the related mortgage loan, the liquidation value of the related property may be substantially less, relative to the amount owing on the mortgage loan, than would be the case if such properties were readily adaptable to other uses.

Parking Garage Facilities.

Parking garage facilities present risks not associated with other properties.  Properties used for parking garages are more prone to environmental concerns than other property types.  Aspects of building site design and adaptability affect the value of a parking garage facility.  Site characteristics which are valuable to a parking garage facility include location, ceiling clearance heights, column spacing, zoning restrictions, number of bays and bay depths, divisibility, truck turning radius and overall functionality and accessibility.  In addition, because of the   

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unique construction requirements of many parking garage facilities, any vacant parking garage facility may not be easily converted to other uses.

The Operation of the Mortgaged Property upon Foreclosure of the Mortgage Loan May Affect Tax Status

If the trust were to acquire a mortgaged property subsequent to a default on the related mortgage loan pursuant to a foreclosure or deed in lieu of foreclosure, the special servicer would be required to retain an independent contractor to operate and manage the mortgaged property.  Among other things, the independent contractor would not be permitted to perform construction work on the mortgaged property unless such construction generally was more than 10% complete at the time default on the related mortgage loan became imminent.  In addition, any net income from such operation and management, other than qualifying “rents from real property” (as defined in Section 856(d) of the Internal Revenue Code of 1986, as amended), or 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, will subject the trust fund to federal (and possibly state or local) tax on such income at the highest marginal corporate tax rate (currently 35%), thereby reducing net proceeds available for distribution to certificateholders.  In addition, if the trust 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 trust may be required in certain jurisdictions, particularly in New York, to pay state or local transfer or excise taxes upon liquidation of such mortgaged properties.  Such state or local taxes may reduce net proceeds available for distribution to the certificateholders.

If a trust fund includes MBS, you should consider that if the MBS trust were to acquire a property that secured a mortgage loan backing such MBS, such trust will be subject to the same restrictions and related risks and other considerations discussed above.  Accordingly, the acquisition and operation of any such property may give rise to income, transfer and excise taxes.  Such taxes may similarly reduce the net proceeds available for distribution on such MBS and, in turn, the amount available for distribution to the certificateholders.

One Action Rules May Limit Remedies

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 is required to obtain advice of counsel prior to enforcing any of the trust fund’s rights under any of the mortgage loans that are secured by mortgaged properties located in jurisdictions where the rule could be applicable.

If a trust fund includes MBS, you should consider that the MBS special servicer will similarly be required under the pooling or other agreements governing such MBS to consult with counsel prior to enforcing rights under any of the mortgage loans backing such MBS that are secured by mortgaged properties in locations where the rule is applicable.

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

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

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

●      potential environmental legislation or liabilities or other legal liabilities;

●      the availability of refinancing;

●      changes in interest rate levels; and

●      reduction in, or loss of, real estate tax abatements, exemptions, tax incremental financing arrangements, or similar benefits.

If a trust fund includes MBS, you should consider that the value of the properties securing the mortgage loans backing such MBS also may be adversely affected by the factors described above even though the current operating income from such properties is not.

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Leasehold Interests Are Subject to Terms of the Ground Lease

Leasehold mortgages are subject to certain risks not associated with mortgage loans secured by the fee estate of the mortgagor.  The most significant of these risks is that the ground lease may terminate if, among other reasons, the ground lessee breaches or defaults in its obligations under the ground lease or there is a bankruptcy of the ground lessee or the ground lessor.  Accordingly, a leasehold mortgagee may lose the collateral securing its leasehold mortgage.  In addition, although the consent of the ground lessor generally will not be required for foreclosure, the terms and conditions of a leasehold mortgage may be subject to the terms and conditions of the ground lease, and the rights of a ground lessee or a leasehold mortgagee with respect to, among other things, insurance, casualty and condemnation may be affected by the provisions of the ground lease.

In Precision Indus. v. Qualitech Steel SBQ, LLC, 327 F.3d 537 (7th Cir. 2003), the United States Court of Appeals for the Seventh Circuit ruled with respect to an unrecorded lease of real property that where a statutory sale of the fee interest in leased property occurs under Section 363(f) of the Bankruptcy Code (11 U.S.C. § 363(f)) upon the bankruptcy of a landlord, such sale terminates a lessee’s possessory interest in the property, and the purchaser assumes title free and clear of any interest, including any leasehold estates.

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 entity has the right to assume or reject the lease.  If a debtor lessor rejects the lease, the lessee has the right to remain in possession of its leased premises for the rent otherwise payable under the lease for the term of the lease (including renewals).  If a debtor lessee/borrower rejects any or all of the lease, the leasehold lender could succeed to the lessee/borrower’s position under the lease only if the lessor specifically grants the lender such right.  If both the lessor and the lessee/borrowers are involved in bankruptcy proceedings, the trustee may be unable to enforce the bankrupt lessee/borrower’s right to refuse to treat a ground lease rejected by a bankrupt lessor as terminated.  In such circumstances, a lease could be terminated notwithstanding lender protection provisions contained therein or in the mortgage.

Most of the ground leases securing the mortgaged properties provide that the ground rent increases during the term of the lease.  These increases may adversely affect the cash flow and net income of the borrower from the mortgaged property.

If a trust fund includes MBS, you should consider that the risks and other considerations described above apply also to any leasehold mortgages that back such MBS.

Collateral Securing Cooperative Loans May Diminish in Value

If specified in the related prospectus supplement, certain of the mortgage loans may be cooperative loans.  There are certain risks that differentiate cooperative loans from other types of mortgage loans.  Ordinarily, the cooperative incurs a blanket mortgage in connection with the construction or purchase of the cooperative’s apartment building and the underlying land.  The interests of the occupants under proprietary leases or occupancy agreements to which the cooperative is a party are generally subordinate to the interest of the holder of the blanket mortgage.  If the cooperative is unable to meet the payment obligations arising under its blanket mortgage, the mortgagee holding the blanket mortgage could foreclose on that mortgage and terminate all subordinate proprietary leases and occupancy agreements.  In addition, the blanket mortgage on a cooperative may provide financing in the form of a mortgage that does not fully amortize with a significant portion of principal being due in one lump sum at final maturity.  The inability of the cooperative to refinance this mortgage and its consequent inability to make such final payment could lead to foreclosure by the mortgagee providing the financing.  A foreclosure in either event by the holder of the blanket mortgage could eliminate or significantly diminish the value of the collateral securing the cooperative loans.

If a trust fund includes MBS, you should consider that the risks and other considerations described above apply also to any cooperative loans that back such MBS.

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Condominium Ownership May Limit Use and Improvements

In the case of condominiums, a board of managers generally has discretion to make decisions affecting the condominium building and there may be no assurance that the borrower under a mortgage loan secured by one or more interests in that condominium will have any control over decisions made by the related board of managers.  Thus, decisions made by that related board of managers, including regarding assessments to be paid by the unit owners, insurance to be maintained on the condominium building and many other decisions affecting the maintenance, repair and, in the event of a casualty or condemnation, restoration of that building, may have a significant impact on the mortgage loans in the trust fund that are secured by mortgaged properties consisting of such condominium interests.  There can be no assurance that the related board of managers will always act in the best interests of the borrower under those mortgage loans.  Further, due to the nature of condominiums, a default under the related mortgage loan will not allow the special servicer the same flexibility in realizing on the collateral as is generally available with respect to properties that are not condominiums.  The rights of other unit owners, the documents governing the management of the condominium units and the state and local laws applicable to condominium units must be considered.  In addition, in the event of a casualty with respect to such a mortgaged property, due to the possible existence of multiple loss payees on any insurance policy covering that mortgaged property, there could be a delay in the allocation of related insurance proceeds, if any.  Consequently, servicing and realizing upon the collateral described above could subject the certificateholders to a greater delay, expense and risk than with respect to a mortgage loan secured by a property that is not a condominium.

If a trust fund includes MBS, you should consider that the risks and other considerations described above apply also to any condominium loans that back such MBS.

Zoning Laws and Use Restrictions May Affect the Operation of a Mortgaged Property or the Ability to Repair or Restore a Mortgaged Property

Certain of the mortgaged properties may not comply with current zoning laws, including density, use, parking 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, 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 the use or structure to comply with the existing or new law; however, the borrower may not be able to rebuild the premises “as is” in the event of a casualty loss.  This may adversely affect the cash flow of the property following the casualty.  If a casualty were to occur, we cannot assure you that insurance proceeds would be available to pay the mortgage loan in full.  In addition, if the property were repaired or restored in conformity with then-current law, the value of the property or the revenue producing potential of the property may not be equal to that which existed before the casualty.

In addition, certain of the mortgaged properties which are non-conforming 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.

In addition, certain of the mortgaged properties may be subject to certain use restrictions imposed pursuant to restrictive covenants, reciprocal easement agreements or operating agreements or, in the case of mortgaged properties that are or constitute a portion of condominiums, condominium declarations or other condominium use restrictions or regulations, especially in a situation where the mortgaged property does not represent the entire condominium property.  Such use restrictions 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.

If a trust fund includes MBS, you should consider that the risks and other considerations associated with zoning laws and use restrictions described above will apply also to properties that secure mortgage loans that back such MBS.

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Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses

Some of the mortgaged properties may not be readily convertible to alternative uses if those properties were to become unprofitable for any reason or if those properties were designated as historic sites.  Converting commercial properties and manufactured housing communities to alternate uses generally requires substantial capital expenditures.  The liquidation value of a mortgaged property consequently may be substantially less than would be the case if the property were readily adaptable to other uses.

Zoning or other restrictions also may prevent alternative uses.  See “—Zoning Laws and Use Restrictions May Affect the Operation of a Mortgaged Property or the Ability to Repair or Restore a Mortgaged Property” above.

If a trust fund includes MBS, you should consider that the risks and other considerations associated with the convertibility of properties to other uses will apply also to properties that secure mortgage loans that back such MBS.

Appraisals Are Limited in Reflecting the Value of a Mortgaged Property

Appraisals were obtained with respect to each of the mortgaged properties in connection with the origination of the applicable mortgage loan.  In general, appraisals represent the analysis and opinion of qualified appraisers and are not guarantees of present or future value.  One appraiser may reach a different conclusion than the conclusion that would be reached if a different appraiser were appraising that property.  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.  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.

If a trust fund includes MBS, you should consider that the risks and other considerations associated with information regarding appraised values or loan-to-value ratios also apply to any information regarding appraised values or loan-to-value ratios provided with respect to the properties that secure the mortgage loans that back such MBS.

Risks Relating to Costs of Compliance with Applicable Laws and Regulations

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

If a trust fund includes MBS, you should consider that borrowers under the mortgage loans that back such MBS may be similarly required to incur costs in order to comply with laws and regulations and that consequently their ability to pay their mortgage loans may be adversely affected.

Additional Compensation to the Servicer Will Affect Your Right To Receive Distributions

To the extent described in this prospectus, 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 through 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 on the offered certificates.  The payment of interest on advances and the payment of compensation to the special servicer may lead to shortfalls in amounts otherwise distributable on your certificates.

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If a trust fund includes MBS, you should consider that the servicers and trustee under the pooling or other agreements governing such MBS will be entitled to similar payments of interest on advances and other compensation.  Accordingly, the payment of such amounts may likewise lead to shortfalls in amounts otherwise distributable on such MBS and, in turn, on the certificates.

Mortgage Loan Repayments and Prepayments Will Affect Payment

As principal payments or prepayments are made on a mortgage loan that is part of a pool of mortgage loans, the pool will be subject to more concentrated risks with respect to the diversity of mortgaged properties, types of mortgaged properties and number of borrowers, as described in the prospectus supplement.  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 a higher priority.  This is the case because principal on the offered certificates is generally payable in sequential order, and no class entitled to distribution of principal generally receives principal until the principal amount of the preceding class or classes entitled to receive principal have been reduced to zero.

If a trust fund includes MBS, you should consider that the same risks and considerations associated with mortgage loan repayment described above will apply to such MBS, including consideration of the effect of such repayment in light of the payment priority assigned to such MBS under the pooling or other agreements that govern such MBS.

Grace Periods Under the Mortgage Loans May Impact the Master Servicer’s Obligation To Advance

The mortgage loans have grace periods for monthly payments ranging from zero to ten days; provided, however, certain states by statute may override the terms of some mortgage loans and increase such grace periods.  In some cases, such grace periods may run past the determination date.  If borrowers pay at the end of such grace periods rather than on the due dates for such monthly payments, the master servicer will be required to make an advance for such monthly payment (and monthly servicing reports will show significant advances as a result) even though the borrower is not technically delinquent under the terms of its mortgage loan.  No interest will accrue on these advances made by the master servicer until after the end of the related grace period.  For purposes of the foregoing discussions, a grace period is the number of days before a late payment charge is due on a mortgage loan, which may be different from the date an event of default would occur under the mortgage loan.

If a trust fund includes MBS, you should consider that grace periods accorded to borrowers under the terms of the mortgage loans that back such MBS may similarly result in advancing by the applicable servicer under the pooling or other agreements that govern such MBS.

Risks to the Mortgaged Properties Relating to Terrorist Attacks and Foreign Conflicts

On September 11, 2001, the United States was subjected to multiple terrorist attacks which resulted in considerable uncertainty in the world financial markets.  The terrorist attacks on the World Trade Center and the Pentagon suggest an increased likelihood that large public areas such as shopping malls or large office buildings could become the target of terrorist attacks in the future.  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 or make terrorism coverage unobtainable or (iii) impact leasing patterns or shopping patterns which could adversely impact leasing revenue and mall traffic and percentage rent.  As a result, the ability of the mortgaged properties to generate cash flow may be adversely affected.  In addition, the United States is engaged in continuing military operations in Iraq, Afghanistan and elsewhere.  It is uncertain what effect these operations will have on domestic and world financial markets, economies, real estate markets, insurance costs or business segments.  The full impact of these events is not yet known but could include, among other things, increased volatility in the price of securities including the certificates.  The terrorist attacks may also adversely affect the revenues or costs of operation of the mortgaged properties.  With respect to shopping patterns, such events have significantly reduced air travel throughout the United States and, therefore, have had 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 that are dependent on tourism or that are located in areas heavily dependent on tourism which could reduce the ability of the affected mortgaged properties to generate cash flow.  The attacks also could result in higher costs for insurance or       

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for security, particularly for larger properties.  Accordingly, these disruptions, uncertainties and costs could materially and adversely affect your investment in the certificates.

If a trust fund includes MBS, you should consider that the risks and other considerations for commercial properties associated with terrorism and related events discussed above apply also to the properties securing the mortgage loans that back such MBS.  Accordingly, such disruptions, uncertainties and costs may likewise adversely affect distributions on or the value of such MBS and, in turn, your investment in the certificates.

Inclusion of Delinquent Mortgage Loans in a Mortgage Asset Pool

If provided in the prospectus supplement, the trust fund for a particular series of certificates may include mortgage loans that are past due.  However, in no case will delinquent loans included in any particular trust fund constitute 20% or more of the related pool assets as of the applicable cut-off date, and such pool assets will not include any non-performing loans.  As specified in the related prospectus supplement, the servicing of such mortgage loans will be performed by the special servicer.  The same entity may act as both master servicer and special servicer.  Credit support provided with respect to a particular series of certificates may not cover all losses related to such delinquent mortgage loans, and investors should consider the risk that the inclusion of such mortgage loans in the trust fund may adversely affect the rate of defaults and prepayments concerning the subject mortgage asset pool and the yield on the certificates of such series.

If a trust fund includes MBS, the related prospectus supplement will, if applicable, indicate that the pool of loans that back such MBS includes loans that are past due, as well as the applicability of any of the above risks to such MBS and of the attendant risks to certificateholders.

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 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 to permit those modifications so long as the mortgage loan remains “principally secured” by real property (within the meaning of the final regulations).  The IRS 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.  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.

If a trust fund includes MBS, you should consider that MBS servicers under the pooling or other applicable agreements that govern such MBS may be subject to the same restrictions on loan modifications with respect to the    

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mortgage loans that back such MBS.  Accordingly, the same risks and considerations discussed above apply also to such MBS.  Any resulting impact on the timing and ultimate recovery on such a mortgage loan may similarly affect the timing and amount of distributions on such MBS and, in turn, on your certificates.

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PROSPECTUS SUPPLEMENT

To the extent appropriate, the prospectus supplement relating to each series of offered certificates will contain—

● a description of the class or classes of such offered certificates, including the payment provisions with respect to each such class, the aggregate principal amount (if any) of each such class, the rate at which interest accrues from time to time (if at all), with respect to each such class or the method of determining such rate, and whether interest with respect to each such class will accrue from time to time on its aggregate principal amount (if any) or on a specified notional amount (if at all);

● information with respect to any other classes of certificates of the same series;

● the respective dates on which distributions are to be made;

● information as to the assets, including the mortgage assets, constituting the related trust fund;

● the circumstances, if any, under which the related trust fund may be subject to early termination;

● additional information with respect to the method of distribution of such offered certificates;

● whether one or more REMIC elections will be made and the designation of the “regular interests” and “residual interests” in each REMIC to be created and the identity of the person responsible for the various tax-related duties in respect of each REMIC to be created;

● the initial percentage ownership interest in the related trust fund to be evidenced by each class of certificates of such series;

● information concerning the trustee of the related trust fund;

● if the related trust fund includes mortgage loans, information concerning the master servicer and any special servicer of such mortgage loans and the circumstances under which all or a portion, as specified, of the servicing of a mortgage loan would transfer from the master servicer to the special servicer;

● information as to the nature and extent of subordination of any class of certificates of such series, including a class of offered certificates; and

● whether such offered certificates will be initially issued in definitive or book-entry form.

CAPITALIZED TERMS USED IN THIS PROSPECTUS

From time to time we use capitalized terms in this prospectus.  Each of those capitalized terms will have the meaning assigned to it in the “GLOSSARY” attached to this prospectus.

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DESCRIPTION OF THE TRUST FUNDS

General

The primary assets of each trust fund will consist of mortgage assets which will include—

● various types of multifamily or commercial mortgage loans;

● pass-through certificates or other mortgage-backed securities that evidence interests in, or that are secured by pledges of, one or more of various types of multifamily or commercial mortgage loans; or

● a combination of such mortgage loans and mortgage backed securities.

We will establish each trust fund and select each mortgage asset.  We will purchase mortgage assets to be included in the trust fund and select each mortgage asset from the Mortgage Asset Seller who may not have originated the mortgage asset or issued the MBS and may be our affiliate.

We will not insure or guaranty the mortgage assets nor will any of its affiliates or, unless otherwise provided in the related prospectus supplement, 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.

Mortgage Loans

General.  The mortgage loans will be evidenced by promissory notes (referred to in this prospectus as mortgage notes) notes secured by mortgages, deeds of trust or similar security instruments (referred to in this prospectus as mortgages) that create first or junior liens on fee or leasehold estates in properties consisting of—

● 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; or

● office buildings, retail stores and establishments, hotels or motels, nursing homes, hospitals or other health care-related facilities, recreational vehicle and mobile home parks, warehouse facilities, mini-warehouse facilities, self-storage facilities, industrial plants, parking lots, entertainment or sports arenas, restaurants, marinas, mixed use or various other types of income-producing properties or unimproved land.

These multifamily properties may include mixed commercial and residential structures and apartment buildings owned by private cooperative housing corporations.  However, no one of the following types of commercial properties will represent security for a material concentration of the mortgage loans in any trust fund, based on principal balance at the time such trust fund is formed:  (1) restaurants; (2) entertainment or sports arenas; (3) marinas; or (4) nursing homes, hospitals or other health care-related facilities.  Unless otherwise specified in the related prospectus supplement, each mortgage will create a first priority mortgage lien on a borrower’s fee estate in a mortgaged property.  If a mortgage creates a lien on a borrower’s leasehold estate in a property, then, unless otherwise specified in the related prospectus supplement, the term of any such leasehold will exceed the term of the mortgage note by at least ten years.  Unless otherwise specified in the related prospectus supplement, each mortgage loan will have been originated by a person other than us; however, such person may be or may have been our affiliate.

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

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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 mortgaged 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—

● 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.  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.

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.  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 plants.  Commercial Properties may be owner-occupied or leased to a small number of tenants.  Thus, the Net Operating Income of such a mortgaged property may depend substantially on the financial condition of the borrower or a tenant, and mortgage loans secured by liens on such properties may pose a greater likelihood of default and loss than loans secured by liens on Multifamily Properties or on multi-tenant Commercial Properties.

Increases in operating expenses due to the general economic climate or economic conditions in a locality or industry segment, such as increases in interest rates, real estate tax rates, energy costs, labor costs and other operating expenses, and/or to changes in governmental rules, regulations and fiscal policies, may also affect the likelihood of default on a mortgage loan.  As may be further described in the related prospectus supplement, in some cases leases of mortgaged properties may provide that the lessee, rather than the borrower/landlord, is responsible for payment of operating expenses.  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.

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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.  The lower the Loan-to-Value Ratio, the greater the percentage of the borrower’s equity in a mortgaged property, and thus (a) the greater the incentive of the borrower to perform under the terms of the related mortgage loan (in order to protect such equity) and (b) 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); and

● 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 that and a liquidation loss may occur.

While we believe that the foregoing considerations are important factors that generally distinguish loans secured by liens on income-producing real estate from single-family mortgage loans, there can be no assurance 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—Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans—General” and “—Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans—Increased Risk of Default Associated With Balloon Payments” in this prospectus.

Payment Provisions of the Mortgage Loans.  All of the mortgage loans will (1) have had original terms to maturity of not more than 40 years and (2) provide for scheduled payments of principal, interest or both, to be made on specified dates that occur monthly, quarterly, semi-annually or annually.  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 or that adjusts from time to time, or that may be converted at the borrower’s election from an adjustable to a fixed Mortgage Rate, or from a fixed to an adjustable Mortgage Rate;

● provide for level payments to maturity or for payments that adjust from time to time to accommodate changes in its 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 permit the negative amortization or deferral of accrued interest;

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● may prohibit over its term or for a certain period prepayments and/or require payment of a premium or a yield maintenance payment in connection with certain prepayments;

● may permit defeasance and the release of real property collateral in connection with that defeasance; and

● may have two or more component parts, each having characteristics that are otherwise described in this prospectus as being attributable to separate and distinct mortgage loans, 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, as described in the related prospectus supplement.  See “CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS—Default Interest and Limitations on Prepayments” in the prospectus regarding the enforceability of prepayment premiums and yield maintenance charges.

Mortgage Loan Information in Prospectus Supplements.  Each prospectus supplement will contain certain information pertaining to the mortgage loans in the related trust fund, 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 of the mortgage loans;

● the original and remaining terms to maturity of the mortgage loans, or the respective ranges of such terms to maturity, and the weighted average original and remaining terms to maturity 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 of the Loan-to-Value-Ratios, and the weighted average of such Loan-to-Value Ratios;

● the Mortgage Rates borne by the mortgage loans, or the range of the Mortgage Rate, and the weighted average Mortgage Rate borne by the mortgage loans;

● with respect to mortgage loans with adjustable Mortgage Rates, 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 Mortgage Rate adjustments at the time of any adjustment and over the life of such mortgage loan (the index will be one of the following: one-month, three-month, six-month or 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) or the Prime Rate (an interest rate charged by banks for short-term loans to their most creditworthy customers));

● information regarding the payment characteristics of the mortgage loans, including, without limitation, balloon payment and other amortization provisions, Lockout 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 Debt Service Coverage Ratios, and the weighted average of such Debt Service Coverage Ratios, and

● the geographic distribution of the mortgaged properties on a state-by-state basis.  In appropriate cases, the related prospectus supplement will also contain certain information available us that pertains to the

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provisions of leases and the nature of tenants of the mortgaged properties.  If we are unable to provide the specific information described above at the time any offered certificates of a series are initially offered, more general information of the nature described above will be provided in the related prospectus supplement, and specific information will be set forth in a report which will be available to purchasers of those certificates at or before their initial issuance and will be filed as part of a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) within fifteen days following their issuance.

If any mortgage loan, or group of related mortgage loans, constitutes a concentration of credit risk, financial statements or other financial information with respect to the related mortgaged property or mortgaged properties will be included in the related prospectus supplement.

If and to the extent available and relevant to an investment decision in the offered certificates of the related series, information regarding the prepayment experience of a master servicer’s multifamily and/or commercial mortgage loan servicing portfolio will be included in the related prospectus supplement.  However, many servicers do not maintain records regarding such matters or, at least, not in a format that can be readily aggregated.  In addition, the relevant characteristics of a master servicer’s servicing portfolio may be so materially different from those of the related mortgage asset pool that such prepayment experience would not be meaningful to an investor.  For example, differences in geographic dispersion, property type and/or loan terms (e.g., mortgage rates, terms to maturity and/or prepayment restrictions) between the two pools of loans could render the master servicer’s prepayment experience irrelevant.  Because of the nature of the assets to be serviced and administered by a special servicer, no comparable prepayment information will be presented with respect to the special servicer’s multifamily and/or commercial mortgage loan servicing portfolio.

MBS

MBS may include (1) private-label (that is, not issued, insured or guaranteed by the United States or any agency or instrumentality of the United States) mortgage pass-through certificates or other mortgage-backed securities or (2) certificates issued and/or insured or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Governmental National Mortgage Association or the Federal Agricultural Mortgage Corporation; provided that, unless otherwise specified in the related prospectus supplement, 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 in this prospectus.

Any MBS will have been issued pursuant to a MBS agreement which is a pooling and servicing agreement, an indenture or similar agreement.  The issuer of the MBS and/or the servicer of the underlying mortgage loans will be parties to the MBS agreement, generally together with a 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 the offered certificates described in this prospectus.  Distributions in respect of the MBS will be made by the issuer of the MBS, the servicer of the MBS, or the trustee of the MBS agreement or the MBS trustee on the dates specified in the related prospectus supplement.  The issuer of the MBS 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 offered 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, to the extent available—

● a description of such MBS as required under Item 1111 of Regulation AB, 17 C.F.R. 229.1100 – 229.1123 (“Regulation AB”), under the Securities Act of 1933, as amended (the “Securities Act”);

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● risk factors relating to such MBS;

● performance information for such MBS;

● static pool information for such MBS, if applicable;

● information regarding the manner in which such MBS was acquired;

● whether or not any representations and warranties will be made regarding such MBS;

● whether and when the MBS experienced any trigger events or ratings downgrades;

● 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;

● the issuer of the MBS, servicer of the MBS and trustee of the MBS, 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;

● the type of mortgage loans underlying the MBS;

● the characteristics of any interest rate swap, currency swap or similar cash flow agreement or derivative instrument contemplated by Item 1115 of Regulation AB that relate to the MBS; and

● any other material information regarding the characteristics of the mortgage loans underlying the MBS as required by Regulation AB, including, but not limited to, updated performance information for such mortgage loans and information regarding the payment terms of such mortgage loans.

In addition, to the extent an issuer of MBS is a significant obligor of pool assets, the prospectus supplement will include the information required with respect to such a significant obligor by Item 1112 of Regulation AB.

Any MBS either will have been previously registered under the Securities Act, or each of the following will have been satisfied with respect to the MBS:

1.      neither the issuer of the MBS nor any of its affiliates has a direct or indirect agreement, arrangement, relationship or understanding relating to the MBS and the related series of securities to be issued;

2.      neither the issuer of the MBS nor any of its affiliates is an affiliate of the sponsor, Banc of America Merrill Lynch Commercial Mortgage Inc., the issuing entity or any 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.

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If the issuer of the MBS is required to file reports under the Exchange Act of 1934, as amended (the “Exchange Act”), the related prospectus supplement will describe how to locate such reports of the MBS issuer.  The related prospectus supplement will also describe how to locate information relating to the MBS issuer if the MBS issuer is not required to file such reports and/or indicate any limitations on the availability of such information.  The MBS issuer generally will be a financial institution or other entity engaged generally in the business of mortgage lending or the acquisition of mortgage loans, a public agency or instrumentality of a state, local or federal government, or a limited purpose or other corporation organized for the purpose of, among other things, establishing trusts and acquiring and selling housing loans to such trusts and selling beneficial interests in such trusts.  If the related prospectus supplement so specifies, the MBS issuer may be one of our affiliates where the MBS have been previously registered under the Securities Act or the MBS themselves are exempt from registration under Section 3 of the Securities Act.  The obligations of the MBS issuer generally will be limited to certain representations and warranties with respect to the assets it conveyed to the related trust or its assignment of the representations and warranties of another entity from which it acquired the assets.  The MBS issuer will not generally have guaranteed any of the assets conveyed to the related trust or any of the private mortgage backed securities issued under the MBS pooling and servicing agreement.  Additionally, although the mortgage assets underlying the MBS may be guaranteed by an agency or instrumentality of the United States, the MBS themselves will not be so guaranteed.

Certificate Accounts

Each trust fund will include one or more segregated accounts 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 in this prospectus and in the related prospectus supplement.  See “THE POOLING AND SERVICING 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 of the types of credit support described in this prospectus under “DESCRIPTION OF CREDIT SUPPORT”.  The amount and types of 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—The Limited Credit Support for Your Certificates May Not Be Sufficient to Prevent Loss on Your Certificates” and “DESCRIPTION OF CREDIT SUPPORT” in this prospectus.

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.  The related trust fund may also include certain other agreements, such as interest rate exchange agreements, interest rate cap or floor agreements, or other agreements designed to reduce the effects of interest rate fluctuations on the mortgage assets on one or more classes of certificates.  The principal terms of any such cash flow agreement, including, without limitation, provisions relating to the timing, manner and amount of payments and provisions relating to the termination of the cash flow agreement, will be described in the related prospectus supplement.  The related prospectus supplement will also identify the obligor under any such cash flow agreement.  See “DESCRIPTION OF CREDIT SUPPORT —Cash Flow Agreements” in this prospectus.

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 on the Underlying Mortgage Loans Will Affect the Average Life of Your Certificates and Your Yield” in this prospectus.  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

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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; 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 on any Distribution Date will generally correspond to interest accrued on the mortgage loans to their respective Due Dates during the related Due Period.  If a prepayment on any mortgage loan is distributable to Certificateholders on a particular Distribution Date, but such prepayment is not accompanied by interest 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 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 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 the principal payments 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 of the mortgage loans (which, in the case of mortgage loans, may change periodically to accommodate adjustments to the corresponding Mortgage Rates), the dates on which any balloon payments are due, and the rate of principal prepayments (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), no assurance can be given 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

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certificates (or, in the case of a class of Stripped Interest Certificates, result in the reduction of the notional amount of the Stripped Interest Certificates).  An investor should consider, in the case of any offered certificate purchased at a discount, 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 such investor that is lower than the anticipated yield and, in the case of any offered certificate purchased at a premium, the risk that a faster than anticipated rate of principal payments on such mortgage loans could result in an actual yield to such investor that is lower than the anticipated yield.  In addition, if an investor purchases an offered certificate at a discount (or premium), and principal payments are made in reduction of the principal balance or notional amount of such investor’s offered certificates at a rate slower (or faster) than the rate anticipated by the investor during any particular period, any consequent adverse effects on such investor’s yield would not be fully offset by a subsequent increase (or decrease) in the rate of principal payments.

In general, the notional amount of a class of Stripped Interest Certificates will either –

●     be based on the principal balances of some or all of the mortgage assets in the related trust fund; or

●     equal the Certificate Balances of one or more of the other classes of certificates of the same series.

Accordingly, the yield on such Stripped Interest 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 Stripped Interest Certificates or Stripped Principal 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 Stripped Principal Certificates, and a higher than anticipated rate of principal prepayments on such mortgage loans will negatively affect the yield to investors in Stripped Interest 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; and

● 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 Lockout 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 Lockout 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.

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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 adjustable rate mortgage loans, as prevailing market interest rates decline, and without regard to whether the Mortgage Rates on such adjustable rate mortgage loans decline in a manner consistent with the prevailing market interest rates, the related borrowers may have an increased incentive to refinance for purposes of either (1) converting to a fixed rate loan and thereby “locking in” such rate or (2) 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 in the mortgaged properties, to meet cash flow needs or to make other investments.  In addition, some borrowers may be motivated by federal and state tax laws (which are subject to change) to sell mortgaged properties prior to the exhaustion of tax depreciation benefits.  We make no representation as to the particular factors that will affect the 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.  Unless otherwise specified in the related prospectus supplement, weighted average life 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 CPR prepayment model or the 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

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intended to predict, or to provide information that will enable investors to predict, the actual weighted average lives of the certificates.

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 in this prospectus 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.

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, 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, which deferred interest may be added to the Certificate Balance of the certificates.  In addition, an adjustable rate mortgage 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 adjustable rate mortgage loan that—

● limits the amount by which its scheduled payment may adjust in response to a change in its Mortgage Rate;

● provides that its scheduled payment will adjust less frequently than its Mortgage Rate; or

● provides for constant scheduled payments notwithstanding adjustments to its Mortgage 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 Mortgage 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 (1) whether such offered certificate was purchased at a premium or a discount and (2) 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 Stripped Interest Certificate, delay or accelerate the reduction of the notional amount of a Stripped Interest Certificate).  See “—Yield and Prepayment Considerations” above.

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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 of such loss or shortfall.

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 (1) a reduction in the entitlements to interest and/or the Certificate Balances of one or more such classes of certificates and/or (2) establishing a priority of payments among such classes of certificates.

The yield to maturity on a class of Subordinate Certificates may be extremely sensitive to losses and shortfalls in collections on the mortgage loans in the related trust fund.

Additional Certificate Amortization.  In addition to entitling the holders to a specified portion (which may during specified periods range from none to all) of the principal payments received on the mortgage assets in the related trust fund, one or more classes of certificates of any series, including one or more classes of offered certificates of such series, may provide for distributions of principal 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.

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.  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.

BANK OF AMERICA, NATIONAL ASSOCIATION, AS SPONSOR

Bank of America, National Association (“Bank of America”) will serve as a sponsor of each series of certificates.  One or more entities, which may or may not be affiliated with Bank of America, may also be a sponsor (each, a “Sponsor”) for a series of certificates.  Bank of America is a subsidiary of Bank of America Corporation.  Bank of America is engaged in a general consumer banking, commercial banking, and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services.  Bank of America is a national banking association chartered by the Office of the Comptroller of the Currency (the “OCC”) and is subject to the regulation, supervision and examination of the OCC.

Bank of America and its affiliates have been active in the securitization market since inception and have sponsored publicly and privately offered securitization transactions since 1977.  Bank of America and its affiliates have been involved with the origination and securitization of residential and commercial mortgage loans and its affiliates have been involved with the origination of auto loans, student loans, home equity loans and credit card

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receivables as well as less traditional asset classes. Bank of America and its affiliates have served as sponsors, issuers, dealers, and servicers in a wide array of securitization transactions.

The Depositor’s securitization program principally is used to fund Bank of America’s commercial real estate business unit’s self-originated portfolio of loans secured by first liens on multifamily and commercial properties.  The Depositor’s securitization program may also include mortgage loans originated through correspondent arrangements.  While Bank of America currently does not rely on securitization as a material funding source, the Depositor’s securitization program is a material funding source for Bank of America’s portfolio of commercial real estate mortgage loans similar to the mortgage loans.

The tables below indicate the size and history of the commercial mortgage loan origination program for Bank of America and its affiliates.  Loans originated by for Bank of America and its affiliates have historically included primarily a mix of multifamily, office, retail, hotel and industrial and warehouse properties, though for Bank of America and its affiliates has also regularly originated loans on a variety of other commercial property types, including but not limited to self-storage facilities, manufactured housing communities, parking garage facilities and golf courses.

ORIGINATION VOLUME

(Dollar Amount of Closed Loans)

Property Type	2008		2009		2010		2011		2012		As of June 30, 2013
Multifamily	$	138,807,117	$	143,292,782	$	0	$	9,700,000	$	8,050,000	$	333,460,000
Office		52,902,572		467,190,226		435,331,927		295,300,000		854,800,000		809,810,000
Retail		100,700,000		0		238,220,000		861,406,000		2,521,663,000		999,337,000
Industrial		0		0		20,000,000		270,870,000		110,780,000		40,200,000
Manufactured Housing		0		0		0		65,835,000		150,225,000		133,632,000
Self Storage		23,450,000		0		44,645,000		132,535,000		173,810,000		78,162,500
Lodging		1,070,108,333		15,222,390		137,850,000		581,550,000		1,180,501,000		651,361,250
Mixed Use		0		0		25,000,000		10,000,000		0		70,017,199
Total	$	1,385,968,022	$	625,705,398	$	901,046,927	$	2,227,196,000	$	4,999,829,000	$	3,115,979,949

If the underlying transaction agreements for a particular series provide a covenant by a Sponsor to repurchase or replace a mortgage asset in the related trust fund for breach of a representation or warranty, the related prospectus supplement will contain information as and to the extent required by Item 1104(e) of Regulation AB regarding assets securitized by such Sponsor that were the subject of a demand to replace or repurchase for breach of representations and warranties concerning the assets backing all other asset-backed securities where the underlying transaction agreements included a covenant to repurchase or replace an underlying asset of the same type that back the related series of certificates.

Bank of America serves as a Sponsor and, if specified in the applicable prospectus supplement, a master, primary and/or special servicer in the Depositor’s securitization program, in addition to owning all of the Depositor’s equity.

Merrill Lynch Pierce Fenner & Smith Incorporated, which may act as an underwriter of certificates, is an affiliate of Bank of America and assists Bank of America and the Depositor in connection with the selection of mortgage loans for various transactions.  See “METHOD OF DISTRIBUTION” in the applicable prospectus supplement.

Bank of America’s headquarters and its executive offices are located at 214 North Tryon Street, Charlotte, North Carolina 28255, and the telephone number is (980) 386-8154.

See “THE MORTGAGE LOAN PROGRAM”, “BANK OF AMERICA, NATIONAL ASSOCIATION, AS SERVICER” and “THE POOLING AND SERVICING AGREEMENTS” for more information about the Sponsor’s solicitation and underwriting criteria used to originate mortgage loans similar to the mortgage loans and its material roles and duties in each securitization.

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Other Originators

If any originator or group of affiliated originators, apart from the Sponsor and its affiliates, originated 10% or more of the mortgage loans in a trust fund, the applicable prospectus supplement will disclose the identity of the originator and, if such originator or group of affiliated originators originated 20% or more of the mortgage loans, the applicable prospectus supplement will provide information about the originator’s form of organization and, to the extent material, a description of the originator’s origination program and how long it has been engaged in originating mortgage loans of the same type.  Each mortgage loan will have been underwritten either to the standards set forth above in this prospectus or to other underwriting standards set forth in the applicable prospectus supplement.

THE DEPOSITOR

Banc of America Merrill Lynch Commercial Mortgage Inc., is a Delaware corporation and was organized on December 13, 1995 for the limited purpose of acquiring, owning and transferring mortgage assets and selling interests in the mortgage assets or bonds secured by the mortgage assets.  The Depositor was originally incorporated in the State of Delaware on December 13, 1995 under the name “NationsLink Funding Corporation” and filed Certificates of Amendment to its Certificate of Incorporation changing its name to “Banc of America Commercial Mortgage Inc.” on August 24, 2000 and further changing its name to “Banc of America Merrill Lynch Commercial Mortgage Inc.” on July 1, 2010. The Depositor is a subsidiary of Bank of America, National Association.  The Depositor maintains its principal office at Bank of America Tower, One Bryant Park, New York, New York 10036.  The Depositor’s telephone number is (980) 388-7451.

Unless otherwise noted in the related prospectus supplement, neither we nor any of our affiliates will insure or guarantee distributions on the certificates of any series.

The Depositor and any director, officer, employee or agent of the Depositor shall be indemnified by the trust fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to the Pooling and Servicing Agreement or the certificates, other than any loss, liability or expense related to any specific mortgage loan or mortgage loans and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties under the Pooling and Servicing Agreement or by reason of reckless disregard of its obligations and duties under the Pooling and Servicing Agreement.

THE MORTGAGE LOAN PROGRAM

Commercial Mortgage Loan Underwriting

General

The Depositor will purchase the mortgage loans from Bank of America, as the Sponsor.  The mortgage loans will have been either (i) originated by Bank of America or (ii) purchased by Bank of America from various entities that either originated the mortgage loans or acquired the mortgage loans pursuant to mortgage loan purchase programs operated by those entities.  The mortgage loans will have been underwritten materially in accordance with one or more of the following: (i) Bank of America’s general underwriting standards set forth below under “General Underwriting Standards or (ii) the underwriting standards set forth in the applicable prospectus supplement.

The underwriting standards used by mortgage loan originators are intended to evaluate the value and adequacy of the mortgage property as collateral and the mortgagor’s credit standing and repayment ability.  The underwriting standards used by originators other than Bank of America, unless such other originators use standards materially similar to Bank of America’s underwriting standards, will be described in the applicable prospectus supplement.

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General Underwriting Standards

Origination Channels.  Bank of America originates mortgage loans (i) directly or through affiliates to mortgagor/borrowers; (ii) indirectly to mortgagor/borrowers via the use of mortgage loan brokers; and (iii) through other loan originators.

The remainder of the discussion of Bank of America’s loan underwriting practices under this “Commercial Mortgage Loan Underwriting” caption applies also to describe the practices of any affiliate of Bank of America with respect to the origination by such affiliate of loans to be sold by Bank of America in this transaction.

The Application.  Regardless of the channel in which the loan was originated, a mortgage application is completed containing information that assists in evaluating the adequacy of the mortgaged property as collateral for the loan, including the mortgagor’s credit standing and capacity to repay the loan.  During the application process, the applicant is required to authorize Bank of America to obtain a credit report that summarizes the applicant’s credit history and any record of bankruptcy or prior foreclosure.  In addition, the mortgagor and any borrower principal are required to complete a Certificate of Financial Condition which certifies to certain questions regarding its prior credit history.  If the collateral is considered a multifamily dwelling, the mortgagor is also required to submit a Home Mortgage Disclosure Act (HMDA) Data Collection Form which provides certain information in order to allow the federal government to monitor Bank of America’s compliance with equal credit opportunity, fair housing, and home mortgage disclosure laws.

Further, the Application requires supporting documentation (or other verification) for all material data provided by the mortgagor described in a checklist, including but not limited to the following:

● rent roll;

● existing mortgage verification;

● credit references;

● certified financial statements for mortgagor and borrower principals;

● tenant/resident leases;

● ground leases;

● property operating statements;

● real estate tax bills;

● purchase contract (if applicable);

● appraisal;

● engineering report;

● seismic report (if applicable);

● environmental report;

● site plan;

● certificate of occupancy;

● evidence of zoning compliance;

● insurance policies; and

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● borrower structure/authority documents.

Underwriting Evaluation.Each mortgage loan underwritten to Bank of America’s general underwriting standards is underwritten in accordance with guidelines established by Bank of America’s real estate structured finance group (“Guidelines”).  These underwriting standards applied by Bank of America are intended to evaluate the adequacy of the mortgaged property as collateral for the loan and the mortgagor’s repayment ability and creditworthiness.  The underwriting standards as established in the Guidelines are continually updated to reflect prevailing conditions in the CMBS market, new mortgage products, and the investment market for commercial loans.

Bank of America’s real estate structured finance group has the authority, with the approval from the appropriate credit committee to originate fixed-rate and floating-rate, first lien mortgage loans for securitization.  Bank of America’s real estate structured finance group is a vertically integrated entity, staffed by real estate professionals, and includes Bank of America’s loan underwriting, securitization, origination and closing groups.

Upon receipt of a loan package, Bank of America’s loan underwriters commence an extensive review of the borrower’s financial condition and creditworthiness as well as the real estate which will secure the loan.

Bank of America may utilize third party contractors to perform portions of its underwriting analysis, Bank of America may utilize third party contractors to perform portions of its underwriting analysis, however, any such contractor would apply the same underwriting guidelines.

Loan Analysis.  Generally, Bank of America performs both a credit analysis and collateral analysis with respect to a loan applicant and the real estate that will secure the loan.  In general, credit analysis of the borrower and the real estate includes a review of historical financial statements, including rent rolls (generally unaudited), third party credit reports, judgment, lien, bankruptcy and pending litigation searches and, if applicable, the loan payment history of the borrower.  Bank of America also performs a qualitative analysis which incorporates independent credit checks and review of published debt and equity information with respect to certain principals of the borrower as well as the borrower itself.  Borrowers are generally required to be single-purpose entities although they are not always required to be bankruptcy-remote entities.  The collateral analysis includes an analysis of the historical property operating statements, rent rolls and a projection of future performance and a review of tenant leases.  Bank of America requires third party appraisals, as well as environmental and property condition reports.  Each report is reviewed for acceptability by a Bank of America staff member, or an independent contractor, for compliance with program standards and such staff member approves or rejects such report.  The results of these reviews are incorporated into the underwriting report.

Loan Approval.  Prior to funding, all mortgage loans must be approved by Bank of America in accordance with its credit policies.

Escrow Requirements.  Bank of America generally requires borrowers to fund various escrows for taxes and insurance, capital expenses and replacement reserves.  Generally, the required escrows for mortgage loans originated by Bank of America are as follows:

● Taxes—Typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide for sufficient funds to satisfy all taxes and assessments.

● Insurance—If the property is insured under an individual policy (i.e. the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are required to provide for sufficient funds to pay all insurance premiums.

● Replacement Reserves—Replacement reserves are calculated based on an engineer’s judgment of the actual physical condition of the improvements and the expected remaining useful life of the improvements of the property during the term of the mortgage loan.

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● Immediate Repair—Typically, an immediate repair reserve is required.  An initial deposit, upon funding of the applicable mortgage loan, generally in an amount equal to 125% of the estimated costs of immediate repairs to be completed generally within the first year of the mortgage loan pursuant to the property condition report is required.

Tenant Improvement/Lease Commissions—In some cases, major tenants have lease expirations or termination rights within the mortgage loan term.  To mitigate this risk, special reserves may be required to be funded either at closing of the mortgage loan and/or during the mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants.

Zoning and Building Code Compliance—Bank of America will generally examine whether the use and operation of the mortgaged properties are in material compliance with zoning and land-use related ordinances, rules, regulations and orders applicable to the use of such mortgaged properties at the time such mortgage loans are originated and, as part of its examination, will consider, among other things, legal opinions, certifications from government officials, zoning consultant’s reports and/or representations by the related borrower contained in the related mortgage loan documents and information which is contained in appraisals and surveys, title insurance endorsements, or property condition assessments undertaken by independent licensed engineers.

Hazard, Liability and Other Insurance—The mortgage loans generally require that each mortgaged property be insured by a hazard insurance policy in an amount (subject to an approved deductible) at least equal to the lesser of the outstanding principal balance of the related mortgage loan and 100% of the replacement cost of the improvements located on the related mortgaged property, and if applicable, that the related hazard insurance policy contain appropriate endorsements to avoid the application of co-insurance and not permit reduction in insurance proceeds for depreciation; provided that, in the case of certain of the mortgage loans, the hazard insurance may be in such other amounts as was required by the related originators.

In addition, if any material improvements on any portion of a mortgaged property securing any mortgage loan, at any time during the term of such mortgage loan is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the mortgage loan documents will require generally not less than the least of (a) the outstanding principal balance of the related mortgage loan, (b) the full insurable value of the related mortgaged property, (c) the maximum amount of insurance available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, each as amended, or (d) 100% of the replacement cost of the improvements located on the related mortgaged property.

In general, the standard form of hazard insurance policy covers physical damage to, or destruction of, the improvements on the mortgaged property by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion, subject to the conditions and exclusions set forth in each policy.

Each mortgage loan generally also requires the related borrower to maintain comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related mortgaged property in an amount generally equal to at least $1,000,000 on a per occurrence basis and $2,000,000 in the aggregate.

Each mortgage loan generally further requires the related borrower to maintain business interruption insurance in an amount not less than approximately 100% of the gross rental income from the related mortgaged property for not less than twelve (12) months.

Required Third Party Reports

Bank of America underwriters utilize specific information provided by licensed third party professionals in evaluating the collateral.  The following reports are ordered by Bank of America:

Appraisal.  An independent appraiser that is either a member of MAI or state certified is required to perform an appraisal (or updated an existing appraisal) of each of the related mortgaged properties in connection with the origination of each mortgage loan to establish the appraised value of the related mortgaged property or properties.  Such appraisal, appraisal update or property valuation is prepared on or about the “Appraisal Date” indicated in the

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prospectus supplement, and except for certain mortgaged properties involving operating businesses, the appraiser represented in such appraisal or in a letter or other agreement that the appraisal conformed to the appraisal guidelines set forth in USPAP.  In general, such appraisals represent the analysis and opinions 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.  All appraisals are in compliance with FIRREA.

Property Condition Assessments.  Inspections of each of the mortgaged properties (other than in the case of mortgaged properties secured solely by an interest in land) are conducted by independent licensed engineers in connection with or subsequent to the origination of the related mortgage loan.  Such inspections are generally commissioned to inspect the exterior walls, roofing, interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements located at a mortgaged property.  The resulting reports may indicate deferred maintenance items and recommended capital improvements.  The estimated cost of the necessary repairs or replacements at a mortgaged property is included in the related property condition assessment.  In general, with limited exception, cash reserves are established, or other security obtained, to fund or secure the payment of such estimated deferred maintenance or replacement items.  In addition, various mortgage loans require monthly deposits into cash reserve accounts to fund capital expenditures.

Environmental Site Assessment (“ESA”).  ESA’s are information-gathering investigations that identify environmental conditions that may impair, restrict the use of, and/or impose an environmental liability to the mortgaged property.  A Phase I ESA consists of inquiries, interviews, inspections, and research of public records to identify known or potential environmental concerns.  A Phase II ESA is a site specific investigation to determine the presence or absence of environmental concerns identified in the Phase I ESA.  Bank of America requires a Phase I ESA for all properties regardless of age or location and each such report must be in compliance with current standards prescribed by The American Society of Testing and Materials (“ASTM”).

Seismic Reports.  A seismic report is required for all properties located in Seismic Zones 3 or 4 as determined in accordance with the Uniform Building Code.

As and to the extent described in the related prospectus supplement, the Sponsor will set forth exceptions to its underwriting guidelines.

Representations and Warranties

As and to the extent described in the related prospectus supplement, the Sponsor will make representations and warranties regarding the mortgage loans that it transfers to the Depositor for a particular series of certificates.

As and to the extent described in the related prospectus supplement, the Sponsor will set forth exceptions to the representations and warranties regarding the mortgage loans.

BANK OF AMERICA, NATIONAL ASSOCIATION, AS SERVICER

General

Bank of America has been servicing commercial mortgage loans through its commercial real estate servicing group in excess of sixteen years.

In May 2013, an announcement was made that Bank of America intended to sell its commercial mortgage servicing rights portfolio to KeyBank Real Estate Capital Markets. In June and July 2013, Bank of America transferred substantially all of its CMBS servicing rights to KeyBank Real Estate Capital Markets.

Bank of America’s principal servicing offices are located at 900 West Trade Street, Suite 650, Attention: Capital Markets Servicing Group, NC1-026-06-01, Charlotte, North Carolina 28255.

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The table below sets forth information about Bank of America’s portfolio of commercial mortgage loans as of the dates indicated:

Commercial Mortgage Loans	As of December 31,  2008	As of December 31, 2009	As of December 31, 2010	As of December 31, 2011	As of December 31,  2012	As of June 30,  2013
By Number	10,528	9,958	10,280	9,851	9,379	5,217
By Aggregate Unpaid Principal Balance	$135,534,500,000	$132,764,400,000	$127,494,000,000	$115,597,581,997	$112,590,514,688	$44,189,622,192.71

As of June 30, 2013, Bank of America’s portfolio consisted of 5,217 commercial mortgage loans with an unpaid principal balance of approximately $44,189,622,192.71, of which 167 commercial mortgage loans with an unpaid principal balance of approximately $6,882,974,530 were related to commercial mortgage-backed securities.

Currently, there is no financial conditions that cause material risk to the servicing operations or a material impact on the related pool of mortgage loans or the related assets.

With respect to the collections on the related pool of mortgage loans or the related asset, in accordance with the related Pooling and Servicing Agreement, Bank of America will establish a segregated custodial account.

As required by most pooling and servicing agreements, Bank of America may be required to advance funds for delinquent payments, subject to the servicer’s determination of recoverability.  A servicer will advance funds as an advance if a borrower’s payment is late in order to provide a certain amount of liquidity to the related trust fund month over month.  Servicers will make servicing advances or property protection advances for unpaid items on individual loans such as property taxes, insurance payments and life/safety repairs, all subject to the servicer’s determination as to whether the advance would be ultimately recoverable.  Upon a determination of non-recoverability, the servicer’s advances are repaid first from certain funds available in the collection account.

In addition to servicing loans for securitized commercial mortgages, Bank of America also services loans that are held in its portfolio, whole loans that are held in the portfolio of third parties and whole loans that are originated by Bank of America and sold to a variety of investors.

Bank of America utilizes a mortgage-servicing technology platform with multiple capabilities and reporting functions that is widely used within the commercial mortgage industry.  This platform allows Bank of America to process mortgage servicing activities including but not limited to: (i) performing account maintenance; (ii) tracking borrower communications; (iii) tracking real estate tax escrow and payments, insurance escrow and payments, tracking replacement reserve escrows, operating statement data and rent rolls; (iv) entering and updating transaction data; and (v) generating various reports.

Bank of America has implemented and tested a business continuity plan.  In case of a disruption, all functions of the disrupted facility would be transferred to a business recovery facility.  The business recovery facility has access to all data and tools necessary to continue servicing all mortgage loans.  Bank of America’s business continuity plan is tested and updated annually.

Bank of America’s servicing policies and procedures are updated annually to keep pace with the changes in the industry and have been generally consistent for the last three years in all material respects.  The only significant changes in Bank of America’s policies and procedures have come in response to changes in federal or state law (including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act) or investor requirements, such as updates issued by Federal National Mortgage Association or Federal Home Loan Mortgage Corporation.  Bank of America may perform any of its obligations under a pooling and servicing agreement through one or more third-party vendors, affiliates or subsidiaries.  Bank of America may engage third-party vendors to provide technology or process efficiencies.  Bank of America monitors its third-party vendors in compliance with the guidelines reviewed by the OCC.  Bank of America has entered into contracts with third-party vendors for functions such as annual property inspections, real estate tax payment and tracking, hazard insurance, lockbox services and document printing.  Bank of America may also retain certain firms to act as a primary servicer and to provide cashiering or non-cashiering subservicing on certain loans.

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Loans are serviced in accordance with the related loan agreements, mortgage documents, pooling and servicing agreements, inter-creditor agreements, if applicable, and the applicable servicing standard.

Custody services of original documents evidencing the mortgage loans for a particular series will typically be performed by the related trustee.  On occasion, Bank of America as servicer may have custody of certain of such documents as necessary for enforcement actions involving particular mortgage loans or otherwise.  To the extent Bank of America performs custodial functions as servicer, documents will be maintained in its vault.  Bank of America utilizes an electronic tracking system to identify the owner of the related mortgage file.

Property Damage.  When an underlying property is damaged and such damage is covered by insurance, Bank of America takes certain actions to ensure that the property is restored to its original condition.  These actions include depositing the insurance proceeds and funding the restoration of the property as would be done for a construction loan.  Bank of America maintains the staff to collect and review insurance policies and/or certificates relating to the coverages required under the mortgage loan documents.  Bank of America may, from time to time, retain a vendor to assist in the collection and review of insurance policies and/or certificates relating to the coverages required under the mortgage loan documents.  The vendor provides a feed to the Bank of America’s loan servicing system to provide updated information.

Special Servicing

Delinquencies, Losses, Bankruptcies and Recoveries

Bank of America monitors mortgage loans for a variety of situations that present the risk of delinquency or loss to a trust.  Those situations include, without limitation, situations where a mortgagor has sold or transferred the related mortgaged property, where there has been damage to the related mortgaged property, where the mortgagor is late in making payments for any number of reasons, and where the mortgagor has declared bankruptcy.  The following is a brief description of Bank of America’s policies and procedures to respond to each of these situations.

Collections and Loss Mitigation.  Account status is monitored and efforts are made to prevent a mortgage loan on which a payment is delinquent from going to foreclosure.  Based on account payment history, prior contact with the borrower, property status, and various other factors, an appropriate course of action is employed to make direct mail or phone contact with the borrower(s).  All of the preceding factors are considered when determining the appropriate timing for the contact efforts.

Initial phone contact is pursued by Bank of America’s collections department, when a loan payment is not received after the applicable grace period.  Each call made by the collection department attempts to: (i) obtain the reason for default; (ii) obtain information related to the mortgagor’s current financial situation; (iii) verify occupancy.  Loans serviced by Bank of America generally have grace periods of five to fifteen days after the Due Date in which a borrower can make a monthly payment without incurring a penalty or late charge.  In addition, a mortgage loan is not considered delinquent unless a full monthly payment has not been received by the close of business on the last day of the month of the Due Date.  For example, a mortgage loan with a Due Date of May 1 is considered delinquent if a full monthly payment is not received by May 31.

Late charges are generally assessed after the Due Date at the expiration of a grace period, if applicable.   There may be situations, based on the customer or account circumstances, where a late fee could be waived, providing the late fee is not required to pay interest on advances to a trust fund in accordance with the related pooling and servicing agreement.  Generally, the borrower is sent a reminder notice between the expiration of the grace period and 30 days delinquent.

The borrower is sent a notice of default when the payment has not been made after 30 days.  Notice periods are more specifically spelled out in individual loan documents.  General default communications may continue with a late fee notice, account billing statements, breach letters, loss mitigation solicitations, occupancy and property status inquiries.  If after 30 days the payment has not been received, generally pooling and servicing agreements require the loan to be transferred to special servicing for default processing.  In recognition of the fact that mortgage loans that are delinquent are at higher risk for abandonment by the borrower, and may also face issues related to maintenance, Bank of America has developed guidelines for inspecting properties for which a monthly payment is delinquent.  Depending on various factors, such as the ability to contact the customer, the delinquency status of the

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account, and the property occupancy status, Bank of America will hire a vendor to inspect the related property to determine its condition.  If the inspection results indicate a need for property safeguarding measures, such as securing or winterizing, Bank of America will ensure the appropriate safeguards are implemented in accordance with industry, legal and investor standards.

Delinquent mortgage loans are reviewed for loss mitigation options, which can include a promise to pay, repayment plan, forbearance, moratorium, modification, special forbearance, deed-in-lieu of foreclosure, assumption, sale of property, demand arrears, or foreclosure.  Bank of America will opt for any one or more of these mitigation options depending on various factors, but will pursue more extensive loss mitigation solutions when a suitable arrangement for repayment or promise to pay is not feasible because of the borrower’s financial situation or unwillingness to support the property.  Payment activities on delinquent mortgage loans are monitored to ensure the appropriate application of partial payments where specific arrangements have been agreed to allow partial payments and to ensure an appropriate response to situations in which a customer has paid with a check that is returned for insufficient funds.  Asset plans are prepared by the 60th day after the loan has been transferred to Bank of America, as special servicer, per pooling and servicing agreement requirements (or as otherwise required to do so by the related pooling and servicing agreements).  If a workout or modification can be achieved with the borrower on the asset, the asset may be returned to the related trust fund as a corrected mortgage loan.

Bankruptcy.  When a mortgagor files for bankruptcy, Bank of America’s options for recovery are more limited.  Bank of America monitors bankruptcy proceedings and develops appropriate responses based on a variety of factors, including: (i) the chapter of the Bankruptcy Code under which the mortgagor filed; (ii) federal, state and local regulations; (iii) determination-of-claim requirements; (iv) motion requirements; and (v) specific orders issued through the applicable court.  Bank of America works in conjunction with its in-house and outside legal counsel to file all proof of claims, review plans, make objections and file motions for relief.

Foreclosure.  Bank of America, as Special Servicer works in conjunction with its in-house and outside legal counsel to foreclose a property when (i) it is apparent that foreclosure is the only resolution for the asset; and/or (ii) it determines in its reasonable judgment that it is in the best interest of the related trust fund.  Once the property is foreclosed and REO; Bank of America will work with its pre-approved vendors to either (i) sell the property or (ii) recondition, if necessary, and lease the property in preparation for liquidation.  Losses may be experienced on a mortgage loan during the real estate owned process if the value of the property at time of liquidation is less than the sum of the unpaid principal balance and all outstanding advances (including, but not limited to, the outstanding unpaid principal balance of the mortgage loan, interest advances, escrow advances, uncollected servicing fees, property maintenance fees, attorney fees, and other necessary fees).

Other Servicers

In the event that Bank of America or another servicer appoints a sub-servicer that meets the thresholds provided in Item 1108(a)(3) of Regulation AB, the applicable prospectus supplement will provide the disclosure required by Item 1108(b) and (c) of Regulation AB.  In the event that such appointment occurs after the issuance of the related series of certificates, the Depositor will report such appointment on Form 8-K.

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 and servicing agreement.  As described in the related prospectus supplement, the certificates of each series, including the certificates of such series being offered for sale, may consist of one or more classes of certificates that, among other things:

● provide for the accrual of interest on the Certificate Balance or Notional Amount at a fixed, variable or adjustable rate;

● constitute Senior Certificates or Subordinate Certificates;

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● constitute Stripped Interest Certificates or Stripped Principal Certificates;

● 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 based solely or primarily on specified mortgage assets or a specified group of 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 on collections on the mortgage assets in the related trust fund attributable to Prepayment Premiums and Equity Participations or

● be exchangeable, either separately or together with one or more classes of certificates, for one or more other classes of certificates.

If so specified in the related prospectus supplement, 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.  For example, a class of certificates may have a Certificate Balance on which it accrues interest at a fixed, variable or adjustable rate.  Such class of certificates may also have certain characteristics attributable to Stripped Interest Certificates insofar as it may also entitle the holders of Stripped Interest Certificates to distributions of interest accrued on a Notional Amount at a different fixed, variable or adjustable rate.  In addition, a class of certificates may accrue interest on one portion of its Certificate Balance at one fixed, variable or adjustable rate and on another portion of its Certificate Balance at a different fixed, 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 Stripped Interest Certificates or REMIC Residual Certificates, notional amounts or percentage interests, specified in the related prospectus supplement.  As provided in the related prospectus supplement, one or more classes of offered certificates of any series may be issued in fully registered, definitive form or may be offered in book-entry format through the facilities of DTC.  The offered certificates of each series (if issued in fully registered definitive form) 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 with that transfer or exchange.  Interests in a class of certificates offered in book-entry format will be transferred on the book-entry records of DTC and its participating organizations.  If so specified in the related prospectus supplement, arrangements may be made for clearance and settlement through Clearstream Banking, société anonyme, or Euroclear Bank S.A./N.V., as operator of the Euroclear System (in Europe), 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 particular components of the Available Distribution Amount for any series and Distribution Date will be more specifically described in the related prospectus supplement.  Except as otherwise specified in the related prospectus supplement, the Distribution Date for a series of certificates will be the 11th day of each month (or, if any such 11th day is not a business day, the next succeeding business day), commencing in the month immediately following the month in which such series of certificates is issued.

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Except as otherwise specified in the related prospectus supplement, 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 at the close of business on the Record Date, and the amount of each distribution will be determined as of the close of business on the 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 by those certificates unless otherwise 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 certificate-holder holds certificates in the requisite amount or denomination specified in the prospectus supplement), or by check mailed to the address of such certificateholder as it appears on the Certificate Register; provided, however, the final distribution in retirement of any class of certificates (whether issued in fully registered definitive form or in book-entry format) will be made only upon presentation and surrender of such certificates at the location specified in the notice to certificateholders of such final distribution.

Distributions of Interest on the Certificates

Each class of certificates of each series (other than certain classes of Stripped Principal Certificates and certain classes of REMIC Residual Certificates that have no pass-through rate) may have a different pass-through rate, which in each case may be fixed, variable or adjustable.  The related prospectus supplement will specify the pass-through rate or, in the case of a variable or adjustable pass-through rate, the method for determining the pass-through rate, for each class of offered certificates.  Unless otherwise specified in the related prospectus supplement, interest on the certificates of each series will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Distributions of interest in respect of any class of certificates (other than a class of Accrual Certificates, which will be entitled to distributions of accrued interest commencing only on the Distribution Date or under the circumstances specified in the related prospectus supplement, and other than any class of Stripped Principal Certificates or REMIC 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 of such Accrual Certificates on each Distribution Date or otherwise deferred as described in the related prospectus supplement.  Unless otherwise provided in the related prospectus supplement, the Accrued Certificate Interest for each Distribution Date on a class of Stripped Interest Certificates will be similarly calculated except that it will accrue on a Notional Amount.  Reference to a Notional Amount with respect to a class of Stripped Interest Certificates is solely for convenience in making certain calculations and does not represent the right to receive any distributions of principal.  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.  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.  Unless otherwise provided in the related prospectus supplement, any reduction in the amount of Accrued Certificate Interest otherwise distributable on a class of certificates by reason of the allocation to such class of a portion of any deferred interest on or in respect of the mortgage assets in the related trust fund will result in a corresponding increase in the Certificate Balance of such class.  See “RISK FACTORS—Prepayments on the Underlying Mortgage Loans Will Affect the Average Life of Your Certificates and Your Yield” and “YIELD AND MATURITY CONSIDERATIONS —Certain Shortfalls in Collections of Interest”.

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Distributions of Principal on the Certificates

Each class of certificates of each series (other than certain classes of Stripped Interest Certificates and certain classes of REMIC Residual Certificates) will have 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 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 are required to commence, by the amount of any Accrued Certificate Interest in respect of such Accrual Certificate (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, 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.  Distributions of principal with respect to Controlled Amortization Classes may be made, subject to available funds, based on a specified principal payment schedule.  Distributions of principal with respect to Companion Classes 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.  Unless otherwise specified in the related prospectus supplement, 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.

Distributions on the Certificates Concerning Prepayment Premiums or Concerning 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, we or any of our affiliates may retain such items 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, specified in the related prospectus supplement.  As described in the related prospectus supplement, such allocations may be effected by (1) a reduction in the entitlements to interest and/or the Certificate Balances of one or more such classes of certificates and/or (2) establishing a priority of payments among such classes of certificates.  See “DESCRIPTION OF CREDIT SUPPORT”.

Advances in Respect of Delinquencies

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

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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.

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 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 recoveries on the mortgage loans or another specifically identified source.  Unless otherwise specified in the related prospectus supplement, this will be based on the advancing party’s estimation of the value of the mortgaged property in relation to the sum of the unpaid principal balance of the related mortgage loan, accrued interest, the amount of previously unreimbursed Advances and anticipated disposition expenses, and the advancing party’s determination that the advance would not ultimately be recoverable under any applicable insurance policies, from proceeds of liquidation of the mortgage loan or otherwise.  If previously made by a master servicer, special servicer or trustee, such an 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 and servicing 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 and servicing agreement or of a party to the agreement pursuant to which the MBS was issued.

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 Distribution Date Statement that, unless otherwise provided in the related prospectus supplement, will set forth, among other things, in each case to the extent applicable and available and unless otherwise specified in the related prospectus supplement:

● the amount of such distribution to holders of such class of offered certificates that was applied to reduce the Certificate Balance of such class;

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● the amount of such distribution to holders of such class of offered certificates that was applied to pay Accrued Certificate Interest;

● 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;

● the amount, if any, by which such distribution is less than the amounts to which holders of such class of offered certificates are entitled;

● if the related trust fund includes mortgage loans, the aggregate amount of advances included in such distribution;

● 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;

● information regarding the aggregate principal balance of the related mortgage assets on or about such Distribution Date;

● if the related trust fund includes mortgage loans, information regarding the number and aggregate principal balance of such mortgage loans that are delinquent;

● 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 specified period, generally corresponding in length to the period between Distribution Dates, during which prepayments and other unscheduled collections on the mortgage loans in the related trust fund must be received in order to be distributed on a particular Distribution Date);

● 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;

● if such class of offered certificates has a variable pass-through rate or an adjustable pass-through rate, the pass-through rate applicable thereto for such Distribution Date and, if determinable, for the next succeeding Distribution Date;

● 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;

● if the related trust fund includes one or more instruments of credit support, such as a letter of credit, an insurance policy and/or a surety bond, the amount of coverage under each such instrument as of the close of business on such Distribution Date; and

● the amount of credit support being afforded by any classes of Subordinate Certificates.

In the case of information furnished pursuant to the first 3 bulleted items above, the amounts will be expressed as a dollar amount per specified denomination of the relevant class of offered certificates or as a percentage.  The prospectus supplement for each series of certificates may describe additional information to be included in reports to the holders of the offered certificates of such series.

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Each Distribution Date Statement will be filed with the SEC within 15 days after each Distribution Date on Form 10-D.  In addition, within a reasonable period of time after the end of each calendar year, the master servicer, manager 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 the first 3 bulleted items above, aggregated for such calendar year or the applicable portion 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 Internal Revenue Code of 1986, as amended, 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, manager 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.

Voting Rights

The voting rights evidenced by each series of certificates 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 and servicing agreement and as otherwise specified in the related prospectus supplement.  See “THE POOLING AND SERVICING 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 an Event of Default on the part of the related master servicer, special servicer or REMIC administrator.  See “THE POOLING AND SERVICING AGREEMENTS—Events of Default”, “—Rights Upon Event of Default” and “—Resignation and Removal of the Trustee”.

Termination

The obligations created by the pooling and servicing agreement for each series of certificates will terminate following (1) 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 (2) 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 and servicing agreement.  Written notice of termination of a pooling and servicing 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 repurchase of the mortgage assets in the related trust fund by the party or parties specified in the prospectus supplement, under the circumstances and in the manner set forth in the prospectus supplement.  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 in the prospectus supplement 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 in the prospectus supplement.

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 DTC or its nominee.

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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 and facilitate the clearance and settlement of securities transactions between its participating organizations through electronic computerized book-entry changes in their accounts, thereby eliminating the need for physical movement of securities certificates.  DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc.  The rules applicable to DTC and its participating organizations are on file with the SEC.

Purchases of book-entry certificates under the DTC system must be made by or through Direct Participants, which will receive a credit for the book-entry certificates on DTC’s records.  The ownership interest of each actual purchaser of a Book-Entry Certificate is in turn to be recorded on the Direct and Indirect Participants’ records.  Certificate Owners will not receive written confirmation from DTC of their purchases, but Certificate Owners are expected to receive written confirmations providing details of such transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which each Certificate Owner entered into the transaction.  Transfers of ownership interests in the book-entry certificates are to be accomplished by entries made on the books of DTC’s participating organizations acting on behalf of Certificate Owners.  Certificate Owners will not receive certificates representing their ownership interests in the book-entry certificates, except in the event that use of the book-entry system for the book-entry certificates of any series is discontinued as described below.

DTC has no knowledge of the actual Certificate Owners of the book-entry certificates; DTC’s records reflect only the identity of the Direct Participants to whose accounts such certificates are credited, which may or may not be the Certificate Owners.  DTC’s participating organizations will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Certificate Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Distributions on the book-entry certificates will be made to DTC.  DTC’s practice is to credit Direct 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’s participating organizations to 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 participating organization (and not of DTC, the Depositor or any trustee, master servicer, special servicer or Manager), 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.

Unless otherwise provided in the related prospectus supplement, the only certificateholder of book-entry certificates will be the nominee of DTC, and the Certificate Owners will not be recognized as certificateholders under the pooling and servicing agreement.  Certificate Owners will be permitted to exercise the rights of certificateholders under the related pooling and servicing agreement only indirectly through DTC’s participating organization who in turn will exercise their rights through DTC.  We have been informed that DTC will take action permitted to be taken by a certificateholder under a pooling and servicing agreement only at the direction of one or more Direct Participants to whose account with DTC interests in the book-entry certificates are credited.

Because DTC can act only on behalf of Direct Participants, who in turn act on behalf of Indirect Participants 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.

Unless otherwise specified in the related prospectus supplement, certificates initially issued in book-entry form will be issued in fully registered definitive form to Certificate Owners or their nominees, rather than to DTC or its nominee, only if (1) DTC notifies the certificate registrar in writing that DTC is unwilling or unable to continue as a

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depository for the certificates and a qualifying successor depository is not appointed by the Depositor within ninety (90) days of such notification or (2) the trustee has instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the certificateholders under the related pooling and servicing agreement and under such book-entry certificate and the trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the trustee or its custodian to obtain possession of such book-entry certificate.  Upon the occurrence of either of the events described in the preceding sentence, DTC will be required to notify all Direct Participants of the availability through DTC of certificates in fully registered form.  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 certificates in fully registered definitive form 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 and servicing agreement.

THE POOLING AND SERVICING AGREEMENTS

General

The certificates of each series will be issued pursuant to a pooling and servicing agreement.  In general, the parties to a pooling and servicing 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, the REMIC administrator.  However, a pooling and servicing agreement that relates to a trust fund that includes MBS may include a manager as a party, but may not include a master servicer, special servicer or other servicer as a party.  All parties to each pooling and servicing 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, an affiliate of the Depositor or the mortgage asset seller may perform the functions of master servicer, special servicer, manager 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 and servicing agreement or any affiliate of any party may own certificates issued under the pooling and servicing agreement; however, unless other specified in the related prospectus supplement, except with respect to required consents to certain amendments to a pooling and servicing agreement, certificates issued under the pooling and servicing agreement 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 and servicing agreement will vary depending upon the nature of the certificates to be issued under the pooling and servicing agreement and the nature of the related trust fund.  The following summaries describe certain provisions that may appear in a pooling and servicing agreement under which certificates that evidence interests in mortgage loans will be issued.  The prospectus supplement for a series of certificates will describe any provision of the related pooling and servicing agreement that materially differs from the description of the pooling and servicing agreement contained in this prospectus and, if the related trust fund includes MBS, will summarize all of the material provisions of the related agreement that provided for the issuance of the MBS.  The summaries in this prospectus do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the pooling and servicing agreement for each series of certificates and the description of such provisions in the related prospectus supplement.  We will provide a copy of the pooling and servicing 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 in this prospectus under “THE DEPOSITOR”.

Assignment of Mortgage Loans; Repurchases

At the time of issuance of any series of certificates, we will assign (or cause to be assigned) to the designated trustee the mortgage loans to be included in the related trust fund, together with, unless otherwise specified 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 our direction 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

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schedule appearing as an exhibit to the related pooling and servicing 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, unless otherwise specified in the related prospectus supplement, we 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 (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 (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 and Servicing 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 we deliver or cause 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 mortgage note has been lost or destroyed.  In addition, if we cannot deliver, with respect to any mortgage loan, the mortgage or any intervening assignment with evidence of recording concurrently with the execution and delivery of the related Pooling and Servicing Agreement because of a delay caused by the public recording office, we 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.  We will deliver, or cause to be delivered, to the related trustee (or such custodian) such mortgage or assignment with evidence of recording indicated after receipt of such mortgage from the public recording office.  If we cannot deliver, with respect to any mortgage loan, the mortgage or any intervening assignment with evidence of recording concurrently with the execution and delivery of the related Pooling and Servicing Agreement because such mortgage or assignment has been lost, we 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.  Unless otherwise specified in the related prospectus supplement, 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 us 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 of the mortgage loan documents, 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 Purchase Price, or at such other price as will be specified in the related prospectus supplement.  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.  Unless otherwise specified in the related prospectus supplement, this repurchase or substitution obligation 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 we 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.

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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.  Any such custodian may be one of our affiliates.

Representations and Warranties; Repurchases

Unless otherwise provided in the prospectus supplement for a series of certificates, 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 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 and Servicing 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

● 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.

Unless otherwise provided in the related prospectus supplement, each Pooling and Servicing Agreement 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, which breach (unless the related prospectus sets forth a different standard) 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.  Unless otherwise specified in the related prospectus supplement, this repurchase or substitution obligation 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

Unless otherwise specified in the related prospectus supplement, the master servicer and the special servicer for any mortgage pool, directly or through sub-servicers, will each be obligated under the related Pooling and Servicing

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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 and Servicing Agreement, such mortgage loans and any instrument of credit support included in the related trust fund.  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 (1) such procedures are consistent with the terms of the related Pooling and Servicing Agreement and (2) do not impair recovery under any instrument of credit support included in the related trust fund.  Consistent with the foregoing, the master servicer and the special servicer will each be permitted, in its discretion, unless otherwise specified in the related prospectus supplement, to waive any Prepayment Premium, late payment charge or other charge in connection with any mortgage loan.

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 and Servicing Agreement, for payment of taxes, insurance premiums, ground rents and similar items, or otherwise monitoring the timely payment of those items; attempting to collect delinquent payments; supervising foreclosures; negotiating modifications; conducting property inspections on a periodic or other basis; managing (or overseeing the management of) mortgaged properties acquired on behalf of such trust fund through foreclosure, deed-in-lieu of foreclosure or otherwise; 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 and Servicing 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 of the mortgage loan, in whole or in part, to the related special servicer.  Unless otherwise provided in the related prospectus supplement, when the circumstances 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 and Servicing 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.  Unless otherwise specified in the related prospectus supplement, 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

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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 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 collectibility 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.

In the case of mortgage loans secured by junior liens on the related mortgaged properties, unless otherwise provided in the related prospectus supplement, the master servicer will be required to file (or cause to be filed) of record a request for notice of any action by a superior lienholder under a senior lien for the protection of the related trustee’s interest, where permitted by local law and whenever applicable state law does not require that a junior lienholder be named as a party defendant in foreclosure proceedings in order to foreclose such junior lienholder’s equity of redemption.  Unless otherwise specified in the related prospectus supplement, the master servicer also will be required to notify any superior lienholder in writing of the existence of the mortgage loan and request notification of any action (as described below) to be taken against the mortgagor or the mortgaged property by the superior lienholder.  If the master servicer is notified that any superior lienholder has accelerated or intends to accelerate the obligations secured by the related senior lien, or has declared or intends to declare a default under the mortgage or the promissory note secured by that senior lien, or has filed or intends to file an election to have the related mortgaged property sold or foreclosed, then, unless otherwise specified in the related prospectus supplement, the master servicer and the special servicer will each be required to take, on behalf of the related trust fund, whatever actions are necessary to protect the interests of the related certificateholders and/or to preserve the security of the related mortgage loan, subject to the application of the REMIC Provisions.  Unless otherwise specified in the related prospectus supplement, the master servicer or special servicer, as applicable, will be required to advance the necessary funds to cure the default or reinstate the senior lien, if such advance is in the best interests of the related certificateholders and the master servicer or special servicer, as applicable, determines such advances are recoverable out of payments on or proceeds of the related mortgage loan.

Sub-Servicers

A master servicer or special servicer may delegate its servicing obligations in respect of the mortgage loans to one or more third-party sub-servicers; provided that, unless otherwise specified in the related prospectus supplement, such master servicer or special servicer will remain obligated under the related Pooling and Servicing Agreement.  A sub-servicer for any series of certificates may be an affiliate of the Depositor.  Unless otherwise provided in the related prospectus supplement, each subservicing agreement between a master servicer and a sub-servicer must provide for servicing of the applicable mortgage loans consistent with the related Pooling and Servicing Agreement.  Unless otherwise provided in the related prospectus supplement, the master servicer and special servicer in respect of any mortgage asset pool will each be required to monitor the performance of sub-servicers retained by it and will have the right to remove a sub-servicer retained by it at any time it considers such removal to be in the best interests of certificateholders.

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Unless otherwise provided in the related prospectus supplement, a master servicer or special servicer will be solely liable for all fees owed by it to any sub-servicer, irrespective of whether the master servicer’s or special servicer’s compensation pursuant to the related Pooling and Servicing Agreement is sufficient to pay such fees.  Each 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 and Servicing 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 nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act (an “NRSRO”) retained by the Depositor to provide a security rating to any one or more classes of certificates of the related series (any such NRSRO retained by the Depositor, a “Rating Agency”).  A Certificate Account may be maintained as an interest-bearing or a noninterest-bearing account and the funds held in the Certificate Account may be invested pending each succeeding Distribution Date in United States government securities and other obligations that are acceptable to each Rating Agency.  Unless otherwise provided in the related prospectus supplement, 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.  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, 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.  Unless otherwise provided in the related Pooling and Servicing Agreement and described in the related prospectus supplement, 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 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 and Servicing Agreement—

● all payments on account of principal, including principal prepayments, on the mortgage loans;

● all payments on account of interest on the mortgage loans, including any default interest collected, in each case net of any portion of such default interest retained by the master servicer or the special servicer as its servicing compensation or as compensation to the trustee;

● 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) and all other amounts received and retained in connection with the liquidation of defaulted mortgage loans or property acquired in respect of such defaulted mortgage loans, by foreclosure or otherwise, 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;

● any amounts paid under any instrument or drawn from any fund that constitutes credit support for the related series of certificates;

● any advances made with respect to delinquent scheduled payments of principal and interest on the mortgage loans;

● any amounts paid under any cash flow agreement;

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● all proceeds of the purchase of any mortgage loan, or property acquired in respect of a mortgage loan, 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”;

● 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;

● 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”;

● 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

● any other amounts required to be deposited in the Certificate Account as provided in the related Pooling and Servicing Agreement and described in the related prospectus supplement.

Withdrawals.  Unless otherwise provided in the related Pooling and Servicing Agreement and described in the related prospectus supplement, a master servicer, trustee or special servicer may make withdrawals from the Certificate Account for each trust fund that includes mortgage loans for any of the following purposes—

● to make distributions to the certificateholders on each Distribution Date;

● to pay the master servicer or the special servicer any servicing fees not previously retained by the master servicer or the special servicer, 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;

● 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 particular mortgage loans in the trust fund and particular properties acquired in respect of the trust fund.  Reimbursement for advances made or expenses incurred that are related to particular mortgage loans or properties will normally only be made out of amounts that represent late payments collected on those mortgage loans, Liquidation Proceeds, Insurance and Condemnation Proceeds collected on those mortgage loans and properties, any form of credit support related to those mortgage loans and net income collected on those properties.  However, if in the judgment of the master servicer, the special servicer or such other person, as applicable, the advances and/or expenses will not be recoverable from the above amounts, the reimbursement will 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 and Servicing 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;

● 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 the bulleted clause immediately listed above incurred by it while such remain outstanding and unreimbursed;

● 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

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containment, clean-up or remediation of hazardous wastes and materials present on such mortgaged properties, as described under “—Realization Upon Defaulted Mortgage Loans”;

● 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”;

● 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;

● if and to the extent described in the related prospectus supplement, to reimburse prior draws on any form of credit support;

● 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;

● to pay any servicing expenses not otherwise required to be advanced by the master servicer, the special servicer or any other specified person;

● if one or more elections have been made to treat the trust fund or designated portions of the trust fund as a REMIC, to pay any federal, state or local taxes imposed on the trust fund or its assets or transactions, as and to the extent described under “MATERIAL FEDERAL INCOME TAX CONSEQUENCES—REMICs—Prohibited Transactions Tax and Other Taxes”;

● to pay for the cost of various opinions of counsel obtained pursuant to the related Pooling and Servicing Agreement for the benefit of certificateholders;

● to make any other withdrawals permitted by the related Pooling and Servicing Agreement and described in the related prospectus supplement; and

● 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” as defined in the related prospectus supplement; 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; and

● will not adversely affect the coverage under any applicable instrument of credit support.

Unless otherwise provided in the related 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 reasonably foreseeable or imminent;

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● such modification, waiver or amendment is reasonably likely to produce a greater recovery with respect to the mortgage loan, taking into account the time value of money, than would liquidation; and

● unless inconsistent with the applicable “servicing standard”, such modification, waiver or amendment will not materially adversely affect the coverage under any applicable instrument of credit support.

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.

Realization Upon Defaulted Mortgage Loans

If a default on a mortgage loan has occurred, 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 comparably convert ownership of, or acquire title to the related mortgaged property, by operation of law or otherwise.  In connection with such foreclosure or other conversion of ownership, the special servicer shall follow the servicing standard.  A Pooling and Servicing Agreement may grant the special servicer the right to direct the master servicer to advance costs and expenses to be incurred in any such proceedings, and such advances may be subject to reimbursement requirements.  A Pooling and Servicing Agreement may require the special servicer to consult with independent counsel regarding the order and manner should foreclose upon or comparably proceed against such properties if a mortgage loan or group of cross-collateralized mortgage loans are secured by real properties in multiple states including certain states with a statute, rule or regulation comparable to California’s “one action” rule.  Unless otherwise provided in the related prospectus supplement, when applicable state law permits the special servicer to select between judicial and non-judicial foreclosure in respect of any mortgaged property, a special servicer may make such selection so long as the selection is made in a manner consistent with the servicing standard.  Unless otherwise specified in the related prospectus supplement, 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:

(1)      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

(2)      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 (1)(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”.

As and to the extent described in the related prospectus supplement, the Pooling and Servicing Agreement related to each series of certificates will provide that promptly upon a mortgage loan becoming a defaulted mortgage loan and upon the special servicer’s determination, in accordance with the servicing standard, that it would be in the best interests of the related certificateholders (as a collective whole as if such certificateholders constituted a single lender) to attempt to sell such mortgage loan, the special servicer must use reasonable efforts to solicit offers for

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such defaulted mortgage loan on behalf of the related certificateholders in such manner as will be reasonably likely to realize a fair price.  Following any such determination, the special servicer must provide not less than a specified number of Business Days’ notice to the trustee, the master servicer and the directing certificateholder of its intention to sell any such defaulted mortgage loan, and thereafter the special servicer will be 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, subject to any consent or consultation rights of the directing certificateholder.

The Pooling and Servicing Agreement related to each series of certificates will require the special servicer to determine whether any cash offer received with respect to the sale of a defaulted mortgage loan constitutes a fair price for such defaulted mortgage loan when the highest offer is from a person other than an “interested person”; however, if the highest offer received is from an “interested person”, then the Pooling and Servicing Agreement related to each series of certificates will require the trustee to determine whether the cash offer received with respect to the sale of a defaulted mortgage loan constitutes a fair price, either itself or by retaining an independent third party as set forth in the following paragraph.

In the absence of any such sale with respect to any defaulted mortgage loan, the special servicer will generally be required to proceed against the related mortgaged property, subject to the discussion above.

Unless otherwise provided in the related prospectus supplement, 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 before the close of the third calendar year following the year of acquisition, unless (1) the IRS grants (or does not deny) an extension of time to sell such property or (2) the trustee receives an opinion of independent counsel to the effect that the holding of the property by the trust fund for longer than such period will not result in the imposition of a tax on the trust fund or cause the trust fund (or any designated portion of the trust fund) 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.  Unless otherwise provided in the related prospectus supplement, 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 unless the method of operation that produces such income would produce a greater after-tax return than a different method of operation of such property.  If the trust fund acquires title to any mortgaged property, the special servicer, on behalf of the trust fund, may 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 related Pooling and Servicing 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 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.

Except as otherwise provided in the prospectus supplement, if any mortgaged property suffers damage such that the proceeds, if any, of the related hazard insurance policy are insufficient to restore fully the damaged property, neither the special servicer nor the master servicer will be required to expend its own funds to effect such restoration.

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Hazard Insurance Policies

Unless otherwise specified in the related prospectus supplement, each Pooling and Servicing Agreement will require the master servicer (or the special servicer with respect to mortgage loans serviced by the special servicer) 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 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.  Unless otherwise specified in the related prospectus supplement, such coverage generally will 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 and Servicing 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, which may contain a deductible clause (not in excess of a customary amount).  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 in the Certificate Account under an individual policy but were not because of such deductible clause.  Alternatively, the master servicer may self-insure against hazard losses so long as criteria set forth in the related Pooling and Servicing Agreement are met.

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, 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 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 (1) the replacement cost of the improvements less physical depreciation and (2) such proportion of the loss as the amount of insurance carried bears to the specified percentage of the full replacement cost of such improvements.

Due-on-Sale and Due-on-Encumbrance Provisions

Certain of the mortgage loans may contain a due-on-sale clause that entitles the lender to accelerate payment of the mortgage loan upon any sale or other transfer of the related mortgaged property made without the lender’s consent.  Certain of the mortgage loans may also contain a due-on-encumbrance clause that entitles the lender to accelerate the maturity of the mortgage loan upon the creation of any other lien or encumbrance upon the mortgaged property.  Unless otherwise provided in the related prospectus supplement, the master servicer (or special servicer) will 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.  Unless otherwise specified in the related prospectus supplement, 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

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property.  See “CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS—Due-on-Sale and Due-on-Encumbrance Provisions”.

Servicing Compensation and Payment of Expenses

Unless otherwise specified in the related prospectus supplement, a 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.  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 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 by the trustee 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 in the prospectus supplement, may be required to be borne by the trust fund.

Evidence as to Compliance

The master servicer and each other servicer will deliver annually to the trustee or master servicer, as applicable, on or before the date specified in the applicable Pooling and Servicing Agreement or in the applicable other servicing agreement (each such other servicing agreement, an “Underlying Servicing Agreement”), an officer’s certificate stating that (i) a review of the servicer’s or master servicer’s activities during the preceding calendar year and of performance under the applicable Pooling and Servicing Agreement or Underlying Servicing Agreement has been made under the supervision of the officer, and (ii) to the best of the officer’s knowledge, based on the review, the servicer or master servicer has fulfilled all its obligations under the applicable Pooling and Servicing Agreement or Underlying Servicing Agreement throughout the year, or, if there has been a default in the fulfillment of any obligation, specifying the default known to the officer and the nature and status of the default.

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 will deliver annually to the Depositor and 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 and that contains the following:

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● a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to it;

● 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 year, 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 year.

Each party which 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.

The annual deliveries, to the extent required to be filed with the Depositor’s annual report on Form 10-K, will be due from the applicable person(s) by a time sufficient to enable such filing.

Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor

Any entity serving as master servicer, special servicer or REMIC administrator under a Pooling and Servicing Agreement may be an affiliate of the Depositor and may have other normal business relationships with the Depositor or the Depositor’s affiliates.  Unless otherwise specified in the prospectus supplement for a series of certificates, the related Pooling and Servicing Agreement will permit the master servicer, the special servicer and any REMIC administrator to resign from its obligations under the Pooling and Servicing Agreement only upon 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 and Servicing 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 and Servicing Agreement.

Unless otherwise specified in the related prospectus supplement, each Pooling and Servicing Agreement will further provide that none of the master servicer, the special servicer, the REMIC administrator, the Depositor, any extension adviser 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 and Servicing Agreement or for errors in judgment; provided, however, none of the master servicer, the special servicer, the REMIC administrator, the Depositor, any extension adviser or any such person will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties under the Pooling and Servicing Agreement or by reason of reckless disregard of such obligations and duties.  Unless otherwise specified in the related prospectus supplement, each Pooling and Servicing Agreement will further provide that the master servicer, the special servicer, the REMIC administrator, the Depositor, any extension adviser 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 and Servicing Agreement or the related series of certificates; provided, however, such indemnification will not extend to any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties under such Pooling and Servicing Agreement, or by reason of reckless disregard of such obligations or duties.  In addition, each Pooling and Servicing Agreement will provide that none of the master servicer, the special servicer, the REMIC administrator, any extension adviser or the

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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 and Servicing 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, any extension adviser 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 and Servicing Agreement and the interests of the related series of certificateholders under the Pooling and Servicing Agreement.  In such event, the legal expenses and costs of such action, and any liability resulting from such action, will be expenses, costs and liabilities of the related series of certificateholders, and the master servicer, the special servicer, the REMIC administrator, any extension adviser or the Depositor, as the case may be, will be entitled to charge the related Certificate Account for this expense.

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 and Servicing Agreement.

Unless otherwise specified in the related prospectus supplement, a REMIC administrator will be entitled to perform any of its duties under the related Pooling and Servicing Agreement either directly or by or through agents or attorneys, and the REMIC administrator will not be responsible for any willful misconduct or negligence on the part of any such agent or attorney appointed by it with due care.

Events of Default

Unless otherwise provided in the prospectus supplement for a series of certificates, Events of Default under the related Pooling and Servicing Agreement 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, pursuant to, and at the time specified by, the terms of the Pooling and Servicing Agreement;

● any failure by the special servicer to remit to the master servicer or the trustee, as applicable, any amount required to be so remitted, pursuant to, and at the time specified by, the terms of the Pooling and Servicing Agreement;

● 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 and Servicing Agreement, which failure continues unremedied for thirty days after written notice of such failure has been given to the master servicer or the special servicer, as the case may be, by any other party to the related Pooling and Servicing 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 and Servicing 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 and Servicing Agreement, which failure continues unremedied for thirty days after written notice of such notice has been given to the REMIC administrator by any other party to the related Pooling and Servicing Agreement, or to the REMIC administrator, with a copy to each other party to the related Pooling and Servicing 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;

● certain events involving a determination that the master servicer or the special servicer, as applicable, is no longer an approved servicer by any Rating Agency; and

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● certain events of insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings in respect of or relating to the master servicer, the special servicer or the REMIC administrator (if other than the trustee), and certain actions by or on behalf of the master servicer, the special servicer or the REMIC administrator (if other than the trustee) indicating its insolvency or inability to pay its obligations.

Material variations to the foregoing Events of Default (other than to add thereto or shorten cure periods or eliminate notice requirements) will be specified in the related prospectus supplement.  Unless otherwise 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, an Event of Default in one capacity will (except where related only to an evaluation of the acceptability of such entity to act in a particular capacity by a Rating Agency) constitute an event of default in each capacity.

Rights Upon Event of Default

If an Event of Default occurs with respect to the master servicer, the special servicer or a REMIC administrator under a Pooling and Servicing Agreement, then, in each and every such case, so long as the Event of Default 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 and Servicing 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 and Servicing Agreement (except that if the defaulting party is required to make advances under the Pooling and Servicing Agreement 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.  Unless otherwise specified in the related prospectus supplement, 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 (unless otherwise provided in the related prospectus supplement) 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 and Servicing Agreement.  Pending such appointment, the trustee will be obligated to act in such capacity.  The trustee or a successor master servicer is entitled to be reimbursed for its costs in effecting a servicing transfer from the predecessor master servicer.  In the event that the predecessor master servicer fails to reimburse the trustee or successor servicer, the trustee or successor servicer will be entitled to reimbursement from the assets of the related trust.

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 and Servicing Agreement to institute any proceeding with respect to such Pooling and Servicing Agreement unless such holder previously has given to the trustee written notice of default and the continuance of such default 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 under the Pooling and Servicing Agreement 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 and Servicing Agreement or to institute, conduct or defend any litigation under the Pooling and Servicing Agreement or in relation thereto at the request, order or direction of any of the holders of certificates covered by such Pooling and Servicing Agreement, unless such certificateholders have offered to the trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred in connection with such litigation.

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Amendment

Except as otherwise specified in the related prospectus supplement, each Pooling and Servicing Agreement may be amended by the parties thereto, without the consent of any of the holders of certificates covered by such Pooling and Servicing Agreement, (1) to cure any ambiguity, (2) to correct or supplement any provision in the Pooling and Servicing Agreement which may be inconsistent with any other provision in the Pooling and Servicing Agreement or to correct any error, (3) 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 result in the withdrawal, downgrade or qualification of any of the then-current ratings of any Rating Agency, as evidenced by a letter from each such Rating Agency, (4) 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 of the trust fund) 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 and Servicing Agreement, or (B) to restrict the transfer of the REMIC Residual Certificates; provided that the Depositor has determined that the then-current ratings of the classes of the certificates provided by any Rating Agency will not be withdrawn, downgraded or qualified, as evidenced by a letter from each such Rating Agency, and that any such amendment will not give rise to any tax with respect to the transfer of the REMIC Residual Certificates to a non-permitted transferee (See “MATERIAL FEDERAL INCOME TAX CONSEQUENCES—REMICs—Tax and Restrictions on Transfers of REMIC Residual Certificates to Certain Organizations” in the accompanying prospectus supplement), (5) to make any other provisions with respect to matters or questions arising under such Pooling and Servicing Agreement or any other change; provided that such action will not adversely affect in any material respect the interests of any certificateholder, or (6) to amend specified provisions that are not material to holders of any class of certificates offered by this prospectus.

The Pooling and Servicing Agreement may also be amended by the parties thereto with the consent of the holders of certificates of each class affected by an amendment 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 and Servicing Agreement or of modifying in any manner the rights of the holders of certificates covered by such Pooling and Servicing Agreement, except that no such amendment may (1) 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 (2) 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 and Servicing Agreement then outstanding.

Notwithstanding the foregoing, if one or more REMIC elections have been made with respect to the related trust fund, the trustee will not be required to consent to any amendment to a Pooling and Servicing 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 of the trust fund) 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 and Servicing 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.

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The Trustee

The trustee under each Pooling and Servicing 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 generally will be responsible under each Pooling and Servicing Agreement for providing general administrative services for the trust fund for any series, including, among other things, (i) establishing and maintaining the Certificate Account; (ii) calculation of the amounts payable to certificateholders on each Distribution Date; (iii) making distributions to certificateholders; (iv) preparation, for execution by the Depositor or the related master servicer, of reports, including reports on Form 10-D and Form 10-K as may be required under the Exchange Act; (v) maintaining any mortgage pool insurance policy, mortgagor bankruptcy bond, special hazard insurance policy or other form of credit enhancement that may be required with respect to any series; and (vi) making periodic advances on the mortgage loans to the limited extent described under “DESCRIPTION OF THE CERTIFICATES—Advances in Respect of Delinquencies”, if those amounts are not advanced by the master servicer or another servicer.

The trustee for each series of certificates will make no representation as to the validity or sufficiency of the related Pooling and Servicing Agreement, 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 Event of Default 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 and Servicing 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 and Servicing Agreement, a trustee will be required to examine such documents and to determine whether they conform to the requirements of such agreement.

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.  The trustee generally shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by it in the ordinary course of its duties as trustee under the Pooling and Servicing Agreement or for any other expenses.  If, however, one or more REMIC elections has been made, the expense is unanticipated and did not arise from the trustee’s gross negligence, bad faith or willful misconduct, the trustee shall be entitled to reimbursement from the trust fund for all reasonable expenses, disbursements and advances incurred or made it in accordance with any of the provisions of the Pooling and Servicing Agreement to the extent permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii), which allows reimbursement for “unanticipated expenses”.

Unless otherwise specified in the related prospectus supplement, 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 and Servicing Agreement; provided, however, 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 under the Pooling and Servicing Agreement, or by reason of its reckless disregard of such obligations or duties.

Unless otherwise specified in the related prospectus supplement, the trustee for each series of certificates will be entitled to execute any of its trusts or powers under the related 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 responsible for any willful misconduct or negligence on the part of any such agent or attorney appointed by it with due care.

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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 and Servicing 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 33⅓% (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.  Any costs associated with the appointment of a successor trustee are required to be paid by the predecessor trustee and, if not paid, will be reimbursed to the person incurring such costs from the assets of the related trust.  Notwithstanding the foregoing, if the predecessor trustee has been removed by a vote of the holders of the certificates as provided in the paragraph above, any costs associated with the appointment of a successor trustee will be reimbursed to the party incurring such costs from the assets of the related trust.  Notwithstanding anything in this prospectus 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.

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 limited guarantees, financial guaranty insurance policies, surety bonds, letters of credit, mortgage pool insurance policies, reserve funds, cross collateralization, overcollateralization and excess interest or any combination of the foregoing.  If and to the extent so provided in the related prospectus supplement, any of the foregoing forms of credit support may provide credit enhancement for more than one series of certificates.  The applicable prospectus supplement will describe the material terms of such credit enhancement, including any limits on the timing or amount of such credit enhancement or any conditions that must be met before such credit enhancement may be accessed.  If the provider of the credit enhancement is liable or contingently liable to provide payments representing 10% or more of the cash flow supporting any offered class of certificates, the applicable prospectus supplement will disclose the name of the provider, the organizational form of the provider, the general character of the business of the provider and the financial information required by Item 1114(b)(2) of Regulation AB.  Copies of the limited guarantee, financial guaranty insurance policy, surety bond, letter of credit, pool insurance policy, mortgagor bankruptcy bond, special hazard insurance policy or Cash Flow Agreement, if any, relating to a series of certificates will be filed with the SEC as an exhibit to a Current Report on Form 8-K.

Unless otherwise provided in the related prospectus supplement for a series of certificates, the credit support will 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 and Servicing 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.  Moreover, if a form of credit support covers the offered certificates of more than one series and losses on the related mortgage assets exceed the amount of such credit support, it is possible that the holders of offered certificates of one (or more) such series will be disproportionately benefited by such credit support to the detriment of the holders of offered certificates of one (or more) other such series.

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 under the credit support not otherwise described in this prospectus;

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● the conditions (if any) under which the amount of coverage under such credit support may be reduced and under which such credit support may be terminated or replaced; and

● 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—The Limited Credit Support for Your Certificates May Not Be Sufficient To Prevent Loss on Your Certificates” in this prospectus and “DESCRIPTION OF THE CERTIFICATES—Credit Support; Allocation of Losses and Certain Expenses” in the related prospectus supplement.

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.

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.

Insurance or Guarantees Concerning the 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 limited guarantee may cover deficiencies in amounts otherwise payable on some or all of the certificates of a series.  The limited guarantee may cover timely distributions of interest or full distributions of principal or both on the basis of a schedule of principal distributions set forth in or determined in the manner specified in the related prospectus supplement.  The limited guarantee may provide additional protection against losses on the mortgage loans included in a trust fund, provide payment of administrative expenses, or establish a minimum reinvestment rate on the payments made on the mortgage loans or principal payment rate on the mortgage loans.  A limited guarantee will be limited in amount to the dollar amount or percentage of the principal balance of the mortgage loans or certificates specified in the applicable prospectus supplement.  The related prospectus supplement will describe the nature of such default risks and the extent of such coverage.

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 of certificates will be covered by one or more letters of credit, issued by a bank or other financial institution (which may be an affiliate of the Depositor) specified in such prospectus supplement.  Under a letter of credit, the providing institution will be obligated to honor draws in an aggregate fixed dollar amount, net of unreimbursed payments under the letter of credit, 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 under the letter of credit and may otherwise be reduced as described in the related prospectus supplement.  The obligations of the providing institution under the letter of credit for each series

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of certificates will expire at the earlier of the date specified in the related prospectus supplement or the termination of the trust fund.

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 of certificates will be covered by financial guaranty 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.  If specified in the prospectus supplement, the financial guaranty insurance policy will also guarantee against any payment made to a certificateholder that is subsequently recovered as a preferential transfer under the Bankruptcy Code.  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 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 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.  Additional information concerning any reserve fund will be set forth in the prospectus supplement, including the initial balance of the reserve fund, the required reserve fund balance to be maintained, the purposes for which funds in the reserve fund may be applied to make distributions to certificateholders and use of investment earnings from the reserve fund, if any.  Following each Distribution Date, amounts in a reserve fund in excess of any amount required to be maintained in such reserve funds 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.  Unless otherwise specified in the related prospectus supplement, 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.  The reserve fund, if any, for a series will not be a part of the trust fund unless otherwise specified in the related prospectus supplement.

Cash Collateral Account

If so specified in the related prospectus supplement, all or any portion of credit enhancement for a series of certificates may be provided by the establishment of a cash collateral account.  A cash collateral account will be similar to a reserve fund except that generally a cash collateral account is funded initially by a loan from a cash collateral lender, the proceeds of which are invested with the cash collateral lender or other eligible institution.  The loan from the cash collateral lender will be repaid from such amounts as are specified in the related prospectus supplement.  Amounts on deposit in the cash collateral account will be available in generally the same manner described above with respect to a reserve fund.  As specified in the related prospectus supplement, a cash collateral account may be deemed to be part of the assets of the related trust, may be deemed to be part of the assets of a separate cash collateral trust or may be deemed to be property of the party specified in the related prospectus supplement and pledged for the benefit of the holders of one or more classes of certificates of a series.

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Pool Insurance Policy

If specified in the prospectus supplement relating to a series of certificates, credit enhancement may be provided by a mortgage pool insurance policy for the mortgage loans in the related trust fund.  Each mortgage pool insurance policy, in accordance with the limitations described in this prospectus and in the prospectus supplement, if any, will cover any loss by reason of default on a mortgage loan in an amount equal to a percentage specified in the applicable prospectus supplement of the unpaid principal balance of the mortgage loans.  The master servicer generally will be required to use its best efforts to maintain the mortgage pool insurance policy and to present claims to the pool insurer.  The mortgage pool insurance policies, however, are not blanket policies against loss, since claims may only be made respecting particular defaulted mortgage loans and only upon satisfaction of specified conditions precedent described below.  The mortgage pool insurance policies will generally not cover losses due to a failure to pay or denial of a claim under a primary mortgage insurance policy, regardless of the reason for nonpayment.

As more specifically provided in the related prospectus supplement, each mortgage pool insurance policy will provide for conditions under which claims may be presented and covered under the policy.  Upon satisfaction of these conditions, the pool insurer will have the option either (a) to purchase the property securing the defaulted mortgage loan at a price equal to its unpaid principal balance plus accrued and unpaid interest at the applicable Mortgage Rate to the date of purchase plus certain Advances, or (b) to pay the amount by which the sum of the unpaid principal balance of the defaulted mortgage loan plus accrued and unpaid interest at the Mortgage Rate to the date of payment of the claim plus certain Advances exceeds the proceeds received from an approved sale of the mortgaged property, in either case net of certain amounts paid or assumed to have been paid under any related primary mortgage insurance policy.

Certificateholders may experience a shortfall in the amount of interest payable on the related certificates in connection with the payment of claims under a mortgage pool insurance policy because the pool insurer is only required to remit unpaid interest through the date a claim is paid rather than through the end of the month in which the claim is paid.  In addition, certificateholders may also experience losses with respect to the related certificates in connection with payments made under a mortgage pool insurance policy to the extent that the related master servicer or special servicer expends funds to cover unpaid real estate taxes or to repair the related mortgaged property in order to make a claim under a mortgage pool insurance policy, as those amounts will not be covered by payments under the policy and will be reimbursable to the related servicer from funds otherwise payable to the certificateholders.  If any mortgaged property securing a defaulted mortgage loan is damaged and proceeds, if any from the related hazard insurance policy or applicable special hazard insurance policy are insufficient to restore the damaged property to a condition sufficient to permit recovery under the mortgage pool insurance policy, a servicer will generally not be required to expend its own funds to restore the damaged property unless (if so specified in the related prospectus supplement) it determines that (a) restoration will increase the proceeds to one or more classes of certificates on liquidation of the mortgage loan after reimbursement of the related servicer for its expenses and (b) the expenses will be recoverable by it through Liquidation Proceeds or insurance proceeds.

A mortgage pool insurance policy and some primary mortgage insurance policies will generally not insure against loss sustained by reason of a default arising from, among other things, fraud or negligence in the origination or servicing of a mortgage loan, including misrepresentation by the mortgagor, the seller or other persons involved in the origination of the mortgage loan, failure to construct a mortgaged property in accordance with plans and specifications or bankruptcy, unless as specified in the related prospectus supplement, an endorsement to the mortgage pool insurance policy provides for insurance against that type of loss.

The original amount of coverage under each mortgage pool insurance policy will be reduced over the life of the related series of certificates by the aggregate amount of claims paid less the aggregate of the net amounts realized by the pool insurer upon disposition of all foreclosed properties.  The amount of claims paid includes some expenses incurred by the related servicer as well as accrued interest on delinquent mortgage loans to the date of payment of the claim.  Accordingly, if aggregate net claims paid under any mortgage pool insurance policy reach the original policy limit, coverage under that mortgage pool insurance policy will be exhausted and any further losses will be borne by the related certificates, to the extent not covered by other credit enhancements.

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Special Hazard Insurance Policy

Any insurance policy covering special hazard losses obtained for a trust will be issued by the insurer named in the related prospectus supplement.  Each special hazard insurance policy will be subject to limitations described in this paragraph and in the related prospectus supplement, if any, and will protect the related certificateholders from special hazard losses.  Aggregate claims under a special hazard insurance policy will be limited to the amount set forth in the related Pooling and Servicing Agreement and will be subject to reduction as described in the related Pooling and Servicing Agreement.  A special hazard insurance policy will provide that no claim may be paid unless hazard and, if applicable, flood insurance on the mortgaged property securing the mortgage loan has been kept in force and other protection and preservation expenses have been paid by the related master servicer or special servicer, as the case may be.

In accordance with the foregoing limitations, a special hazard insurance policy will provide that, where there has been damage to the mortgaged property securing a foreclosed mortgage loan, title to which has been acquired by the insured, and to the extent the damage is not covered by the hazard insurance policy or flood insurance policy, if any, maintained by the mortgagor or the related master servicer or special servicer, as the case may be, the insurer will pay the lesser of (i) the cost of repair or replacement of the related mortgaged property or (ii) upon transfer of the property to the insurer, the unpaid principal balance of the mortgage loan at the time of acquisition of the related property by foreclosure or deed in lieu of foreclosure, plus accrued interest at the Mortgage Rate to the date of claim settlement and certain expenses incurred by the related master servicer or special servicer, as the case may be, with respect to the related mortgaged property.

If the mortgaged property is transferred to a third party in a sale approved by the special hazard insurer, the amount that the special hazard insurer will pay will be the amount under (ii) above reduced by the net proceeds of the sale of the mortgaged property.  If the unpaid principal balance plus accrued interest and certain Advances is paid by the special hazard insurer, the amount of further coverage under the related special hazard insurance policy will be reduced by that amount less any net proceeds from the sale of the mortgaged property.  Any amount paid as the cost of repair of the property will further reduce coverage by that amount.  Restoration of the property with the proceeds described under (i) above will satisfy the condition under any mortgage pool insurance policy that the property be restored before a claim under the policy may be validly presented with respect to the defaulted mortgage loan secured by the related mortgaged property.  The payment described under (ii) above will render presentation of a claim relating to a mortgage loan under the related mortgage pool insurance policy unnecessary.  Therefore, so long as a mortgage pool insurance policy remains in effect, the payment by the insurer under a special hazard insurance policy of the cost of repair or of the unpaid principal balance of the related mortgage loan plus accrued interest and certain Advances will not affect the total insurance proceeds paid to certificateholders, but will affect the relative amounts of coverage remaining under the related special hazard insurance policy and mortgage pool insurance policy.

Mortgagor Bankruptcy Bond

If specified in the related prospectus supplement, a bankruptcy bond to cover losses resulting from proceedings under the federal Bankruptcy Code with respect to a mortgage loan will be issued by an insurer named in the prospectus supplement.  Each bankruptcy bond will cover, to the extent specified in the related prospectus supplement, certain losses resulting from a reduction by a bankruptcy court of scheduled payments of principal and interest on a mortgage loan or a reduction by the court of the unpaid principal balance of a mortgage loan and will cover certain unpaid interest on the amount of a principal reduction from the date of the filing of a bankruptcy petition.  The required amount of coverage under each bankruptcy bond will be set forth in the related prospectus supplement.

Cross Collateralization

If specified in the applicable prospectus supplement, the beneficial ownership of separate groups of mortgage loans included in a trust fund may be evidenced by separate classes of certificates.  In this case, credit support may be provided by a cross collateralization feature which requires that distributions be made to certain classes from mortgage loan payments that would otherwise be distributed to Subordinate Certificates evidencing a beneficial ownership interest in other loan groups within the same trust fund.  As a result, the amount of credit enhancement

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available to a class of certificates against future losses on the mortgage loans in which that class represents an interest may be reduced as the result of losses on a group of mortgage loans in which that class has no interest.  The applicable prospectus supplement for a series that includes a cross collateralization feature will describe its specific operation.

Overcollateralization

If specified in the related prospectus supplement, subordination provisions of a series may be used to accelerate to a limited extent the amortization of one or more classes of certificates relative to the amortization of the related mortgage loans.  The accelerated amortization is achieved by the application of certain excess interest to the payment of principal of one or more classes of certificates.  This acceleration feature creates, with respect to the mortgage loans or a group of mortgage loans, overcollateralization which results from the excess of the aggregate principal balance of the related mortgage loans, or group of mortgage loans, over the Class Balance of the related class or classes of certificates.  This acceleration may continue for the life of the related certificates, or may have a shorter duration.  In the case of limited acceleration, once the required level of overcollateralization is reached, and subject to certain provisions specified in the related prospectus supplement, this limited acceleration feature may cease, unless necessary to maintain the required level of overcollateralization.

Excess Interest

If specified in the related prospectus supplement, the mortgage loans in a trust may generate more interest than is necessary to pay the interest earned on the classes of certificates each month.  The excess interest may be used to maintain overcollateralization, to pay interest that was previously earned but not paid to certain classes of certificates and to reimburse certain classes of certificates for losses and certain shortfalls that they experienced previously.

Cash Flow Agreements

If specified in the applicable prospectus supplement, amounts received by the trustee under any Cash Flow Agreement described below under “CASH FLOW AGREEMENTS” may also be used to provide credit enhancement for one or more classes of certificates.

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 in this prospectus.  The related prospectus supplement will specify, as to each such form of credit support, the information indicated above with respect thereto, to the extent such information is material and available.

CASH FLOW AGREEMENTS

If specified in the prospectus supplement, the trust fund may include cash flow agreements consisting of one or more guaranteed investment contracts, swap agreements or interest rate cap or floor agreements (also called yield maintenance agreements), each of which agreements is intended to reduce the effects of interest rate fluctuations on the assets or on one or more classes of certificates (each, a “Cash Flow Agreement”).  The applicable prospectus supplement will describe the name, organizational form and general character of the business of the counterparty under any Cash Flow Agreement.  In addition, the prospectus supplement for the related series of certificates will disclose the significance percentage, calculated in accordance with Item 1115 of Regulation AB.  To the extent this percentage is (a) 10% or more but less than 20%, the related prospectus supplement will provide financial data required by Item 301 of Regulation S-K (17 CFR 229.301) or (b) greater than 20%, the related prospectus supplement will provide financial statements required by Item 1115(b)(2) of Regulation AB and, in either case, the related prospectus supplement will contain a description of the operation and material terms of the Cash Flow Agreement, including, without limitation, conditions to payment or limits on the timing or amount of payments and material provisions relating to the termination or substitution of the Cash Flow Agreement.  Copies of the Cash Flow Agreement, if any, relating to a series of certificates will be filed with the SEC as an exhibit to a Current Report on Form 8-K.

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Guaranteed Investment Contracts

If specified in the related prospectus supplement, the trustee on behalf of the trust may enter into one or more guaranteed investment contracts.  Guaranteed investment contracts are generally used to maximize the investment income on funds held between Distribution Dates pending distribution to certificateholders.  Under a guaranteed investment contract, the issuer of the contract, which is typically a highly rated financial institution, guarantees a fixed or floating rate of interest over the life of the contract, as well as the ultimate return of the principal.  Any payments received from the issuer of the contract by the trust will be distributed to the related class or classes of certificates as specified in the applicable prospectus supplement.

Yield Maintenance Agreements

If specified in the related prospectus supplement, the trustee on behalf of the trust will enter into one or more yield maintenance agreements in order to support the yield of one or more classes of certificates.  The counterparty to a yield maintenance agreement will receive an upfront payment and the trust will have no ongoing payment obligations.  Generally, if the index specified in the applicable prospectus supplement, which index will be one-month, three-month, six-month or one-year LIBOR, CMT, COFI, MTA or the Prime Rate, exceeds a percentage for a particular date specified in the applicable prospectus supplement, the counterparty to the yield maintenance agreement will be required to pay to the trustee an amount equal to that excess multiplied by a notional amount or the Class Balance or Balances of one or more classes of certificates multiplied by one-twelfth.  This amount may be adjusted to reflect the actual number of days in the interest accrual period for the related class or classes of certificates and will be paid to the class or classes of certificates as specified in the related prospectus supplement.

Swap Agreements

If specified in the related prospectus supplement, the trustee on behalf of the trust will enter into a swap agreement to support the yield on one or more classes of certificates.  Under the swap agreement, the trust will be obligated to pay an amount equal to a certain percentage of a notional amount set forth in the related prospectus supplement to the counterparty and the trust will be entitled to receive an amount equal to one-month, three-month, six-month or one-year LIBOR, CMT, COFI, MTA or the Prime Rate on the notional amount from the counterparty, until the swap agreement is terminated.  Only the net amount of the two obligations will be paid by the appropriate party.  In the event that the trust is required to make a payment to the counterparty, that payment will be paid on the related Distribution Date prior to distributions to certificateholders.  Generally, any payments received from the counterparty by the trust will be distributed to cover certain shortfalls as set forth in the applicable 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 state law (which laws may differ substantially), the summaries do not purport to be complete, to reflect the laws of any particular state, or to encompass the laws of all states 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 states.  See “DESCRIPTION OF THE TRUST FUNDS—Mortgage Loans”.  For purposes of the following discussion, “mortgage loan” includes a mortgage loan underlying an MBS.

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 in this prospectus collectively referred to as “mortgages”.  A mortgage creates a lien upon, or grants a title interest in, the real property covered by that mortgage, 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

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parties to the mortgage and, generally, the order of recordation of the mortgage in the appropriate public recording office.  However, the lien of a recorded mortgage will generally be subordinate to later-arising liens for real estate taxes and assessments and other charges imposed under governmental police powers.

Types of Mortgage Instruments

There are two parties to a mortgage:  a mortgagor (the borrower and usually the owner of the subject property) and a mortgagee (the lender).  In contrast, a deed of trust is a three-party instrument, among a trustor (the equivalent of a borrower), a trustee to whom the real property is conveyed, and a beneficiary (the lender) for whose benefit the conveyance is made.  Under a deed of trust, the trustor grants the property, irrevocably until the debt is paid, in trust and generally with a power of sale, to the trustee to secure repayment of the indebtedness evidenced by the related note.  A deed to secure debt typically has two parties, pursuant to which the borrower, or grantor, conveys title to the real property to the grantee, or lender, generally with a power of sale, until such time as the debt is repaid.  In a case where the borrower is a land trust, there would be an additional party because legal title to the property is held by a land trustee under a land trust agreement for the benefit of the borrower.  At origination of a mortgage loan involving a land trust, the borrower may execute a separate undertaking to make payments on the mortgage note.  In no event is the land trustee personally liable for the mortgage note obligation.  The mortgagee’s authority under a mortgage, the trustee’s authority under a deed of trust and the grantee’s authority under a deed to secure debt are governed by the express provisions of the related instrument, the law of the state in which the real property is located, certain federal laws and, in some deed of trust transactions, the directions of the beneficiary.

Leases and Rents

Mortgages that encumber income-producing property often contain an assignment of rents and leases and/or may be accompanied by a separate assignment of rents and leases, pursuant to which the borrower assigns to the lender the borrower’s right, title and interest as landlord under each lease and the income derived from such leases and rents, 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; in cases where hotels or motels constitute loan security, the rates 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 rates 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 rates was not perfected or the requisite UCC filings were allowed to lapse.  Even if the lender’s security interest in room rates 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 rates following a default.  In the bankruptcy setting, however, the lender will be stayed from enforcing its rights to collect room rates, but those room rates (in light of certain revisions to the Bankruptcy Code which are effective for all bankruptcy cases commenced on or after October 22, 1994) constitute “cash collateral” and therefore cannot be used by the bankruptcy debtor without lender’s consent or a hearing at which the lender’s interest in the room rates is given adequate protection (e.g., the lender receives cash payments from otherwise unencumbered funds or a replacement lien on unencumbered property, in either case equal in value to the amount of room rates that the debtor proposes to use, or other similar relief).  See “—Bankruptcy Laws”.

In the case of office and retail properties, the bankruptcy or insolvency of a major tenant or a number of smaller tenants may have an adverse impact on the mortgaged properties affected and the income produced by such mortgaged properties.  Under bankruptcy law, a tenant has the option of assuming (continuing), or rejecting (terminating) or, subject to certain conditions, 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 (absent collateral securing the claim) be treated as a general unsecured claim.  The amount of the claim would be limited to the amount owed for unpaid pre-petition lease payments unrelated to the rejection, plus the greater of one year’s lease payments or 15% of the remaining lease payments payable under the lease (but not to exceed three

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years’ lease payments).  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.

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 in the personal property, and must file continuation statements, generally every five years, to maintain that perfection.  In certain cases, mortgage loans secured in part by personal property may be included in a trust fund even if the security interest in such personal property was not perfected or the requisite UCC filings were allowed to lapse.

Foreclosure

General.  Foreclosure is a legal procedure that allows the lender to recover its mortgage debt by enforcing its rights and available legal remedies under the mortgage.  If the borrower defaults in payment or performance of its obligations under the note or mortgage, the lender has the right to institute foreclosure proceedings to sell the real property at public auction to satisfy the indebtedness.

Foreclosure procedures vary from state to state.  Two primary methods of foreclosing a mortgage are judicial foreclosure, involving court proceedings, and nonjudicial foreclosure pursuant to a power of sale granted in the mortgage instrument.  Other foreclosure procedures are available in some states, but they are either infrequently used or available only in limited circumstances.

A foreclosure action is subject to most of the delays and expenses of other lawsuits if defenses are raised or counterclaims are interposed, and sometimes requires several years to complete.

Judicial Foreclosure.  A judicial foreclosure proceeding is conducted in a court having jurisdiction over the mortgaged property.  Generally, the action is initiated by the service of legal pleadings upon all parties having a subordinate interest of record in the real property and all parties in possession of the property, under leases or otherwise, whose interests are subordinate to the mortgage.  Delays in completion of the foreclosure may occasionally result from difficulties in locating defendants.  When the lender’s right to foreclose is contested, the legal proceedings can be time-consuming.  Upon successful completion of a judicial foreclosure proceeding, the court generally issues a judgment of foreclosure and appoints a referee or other officer to conduct a public sale of the mortgaged property, the proceeds of which are used to satisfy the judgment.  Such sales are made in accordance with procedures that vary from state to state.

Equitable and Other Limitations on Enforceability of Certain Provisions.  United States courts have traditionally imposed general equitable principles to limit the remedies available to lenders in foreclosure actions.  These principles are generally designed to relieve borrowers from the effects of mortgage defaults perceived as harsh or unfair.  Relying on such principles, a court may alter the specific terms of a loan to the extent it considers necessary to prevent or remedy an injustice, undue oppression or overreaching, or may require the lender to undertake affirmative actions to determine the cause of the borrower’s default and the likelihood that the borrower will be able to reinstate the loan.  In some cases, courts have substituted their judgment for the lender’s and have required that lenders reinstate loans or recast payment schedules in order to accommodate borrowers who are suffering from a temporary financial disability.  In other cases, courts have limited the right of the lender to foreclose in the case of a nonmonetary default, such as a failure to adequately maintain the mortgaged property or an impermissible further encumbrance of the mortgaged property.  Finally, some courts have addressed the issue of whether federal or state constitutional provisions reflecting due process concerns for adequate notice require that a borrower receive notice in addition to statutorily-prescribed minimum notice.  For the most part, these cases have upheld the reasonableness of the notice provisions or have found that a public sale under a mortgage providing for a power of sale does not involve sufficient state action to trigger constitutional protections.

In addition, some states may have statutory protection such as the right of the borrower to reinstate mortgage loans after commencement of foreclosure proceedings but prior to a foreclosure sale.

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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.  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—Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans—Limited Recourse Nature of the Mortgage Loans May Make Recovery Difficult in the Event that a Mortgage Loan Defaults”.) 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.  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 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, 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.

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.

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The equity of redemption is a common-law (nonstatutory) right which should be distinguished from post-sale statutory rights of redemption.  In some states, after sale pursuant to a deed of trust or foreclosure of a mortgage, the borrower and foreclosed junior lienors are given a statutory period in which to redeem the property.  In some states, statutory redemption may occur only upon payment of the foreclosure sale price.  In other states, redemption may be permitted if the former borrower pays only a portion of the sums due.  The effect of a statutory right of redemption is to diminish the ability of the lender to sell the foreclosed property because the exercise of a right of redemption would defeat the title of any purchaser through a foreclosure.  Consequently, the practical effect of the redemption right is to force the lender to maintain the property and pay the expenses of ownership until the redemption period has expired.  In some states, a post-sale statutory right of redemption may exist following a judicial foreclosure, but not following a trustee’s sale under a deed of trust.

Anti-Deficiency Legislation.  Some or all of the mortgage loans may be nonrecourse loans, as to which recourse in the case of default will be limited to the mortgaged property and such other assets, if any, that were pledged to secure the mortgage loan.  However, even if a mortgage loan by its terms provides for recourse to the borrower’s other assets, a lender’s ability to realize upon those assets may be limited by state law.  For example, in some states a lender cannot obtain a deficiency judgment against the borrower following foreclosure or sale under a deed of trust.  A deficiency judgment is a personal judgment against the former borrower equal to the difference between the net amount realized upon the public sale of the real property and the amount due to the lender.  Other statutes may require the lender to exhaust the security afforded under a mortgage before bringing a personal action against the borrower.  In certain other states, the lender has the option of bringing a personal action against the borrower on the debt without first exhausting such security; however, in some of those states, the lender, following judgment on such personal action, may be deemed to have elected a remedy and thus may be precluded from foreclosing upon the security.  Consequently, lenders in those states where such an election of remedy provision exists will usually proceed first against the security.  Finally, other statutory provisions, designed to protect borrowers from exposure to large deficiency judgments that might result from bidding at below-market values at the foreclosure sale, limit any deficiency judgment to the excess of the outstanding debt over the fair market value of the property at the time of the sale.

Leasehold Considerations.  Mortgage loans may be secured by a mortgage on a ground lease.  Leasehold mortgages are subject to certain considerations not associated with mortgage loans secured by the fee estate of the mortgagor.  The most significant of these considerations is that the ground lease creating the leasehold estate could terminate, leaving the leasehold mortgagee without its security.  The ground lease may terminate, if among other reasons, the ground lessee breaches or defaults in its obligations under the ground lease or there is a bankruptcy of the ground lessee or the ground lessor.  This possibility may be minimized if the ground lease contains certain provisions protective of the mortgagee, but the ground leases that secure mortgage loans may not contain all of these protective provisions, and mortgages may not contain the other protection discussed in the next paragraph.  Protective ground lease provisions include the right of the leasehold mortgagee to receive notices from the ground lessor of any defaults by the mortgagor; the right to cure those defaults, with adequate cure periods; if a default is not susceptible of cure by the leasehold mortgagee, the right to acquire the leasehold estate through foreclosure or otherwise; the ability of the ground lease to be assigned to and by the leasehold mortgagee or purchaser at a foreclosure sale and for the simultaneous release of the ground lessee’s liabilities under the new lease; and the right of the leasehold mortgagee to enter into a new ground lease with the ground lessor on the same terms and conditions as the old ground lease upon a termination.

In addition to the preceding protections, a leasehold mortgagee may require that the ground lease or leasehold mortgage prohibit the ground lessee from treating the ground lease as terminated in the event of the ground lessor’s bankruptcy and rejection of the ground lease by the trustee for the debtor-ground lessor.  As further protection, a leasehold mortgage may provide for the assignment of the debtor-ground lessee’s right to reject a lease pursuant to Section 365 of the Bankruptcy Code, although the enforceability of that clause has not been established.  Without the protections described in the preceding paragraph, a leasehold mortgagee may lose the collateral securing its leasehold mortgage.  In addition, terms and conditions of a leasehold mortgage are subject to the terms and conditions of the ground lease.  Although certain rights given to a ground lessee can be limited by the terms of a leasehold mortgage, the rights of a ground lessee or a leasehold mortgagee with respect to, among other things, insurance, casualty and condemnation will be governed by the provisions of the ground lease.

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Cooperative Shares.  The cooperative shares owned by the tenant stockholder and pledged to the lender are, in almost all cases, subject to restrictions on transfer as set forth in the cooperative’s certificate of incorporation and by-laws, as well as in the proprietary lease or occupancy agreement, and may be canceled by the cooperative for failure by the tenant stockholder to pay rent or other obligations or charges owed by the tenant stockholder, including mechanics’ liens against the cooperative apartment building incurred by the tenant stockholder.  The proprietary lease or occupancy agreement generally permits the cooperative to terminate the lease or agreement in the event an obligor fails to make payments or defaults in the performance of covenants required thereunder.  Typically, the lender and the cooperative enter into a recognition agreement which establishes the rights and obligations of both parties in the event of a default by the tenant stockholder on its obligations under the proprietary lease or occupancy agreement.  A default by the tenant stockholder under the proprietary lease or occupancy agreement will usually constitute a default under the security agreement between the lender and the tenant stockholder.

The recognition agreement generally provides that, in the event that the tenant stockholder has defaulted under the proprietary lease or occupancy agreement, the cooperative will take no action to terminate the lease or agreement until the lender has been provided an opportunity to cure the default.  The recognition agreement typically provides that if the proprietary lease or occupancy agreement is terminated, the cooperative will recognize the lender’s lien against proceeds from a sale of the cooperative apartment, subject, however, to the cooperative’s right to sums due under the proprietary lease or occupancy agreement.  The total amount owed to the cooperative by the tenant stockholder, which the lender generally cannot restrict and does not monitor, could reduce the value of the collateral below the outstanding principal balance of the cooperative loan and accrued and unpaid interest thereon.

Recognition agreements also provide that in the event of a foreclosure on a cooperative loan, the lender must obtain the approval or consent of the cooperative as required by the proprietary lease before transferring the cooperative shares or assigning the proprietary lease.  Generally, the lender is not limited by the agreement in any rights it may have to dispossess the tenant stockholders.

Foreclosure on the cooperative shares is accomplished by a sale in accordance with the provisions of Article 9 of the Uniform Commercial Code (the “UCC”) and the security agreement relating to those shares.  Article 9 of the UCC requires that a sale be conducted in a “commercially reasonable” manner.  Whether a foreclosure sale has been conducted in a “commercially reasonable” manner will depend on the facts in each case.  In determining commercial reasonableness, a court will look to the notice given the debtor and the method, manner, time, place and terms of the foreclosure.  Generally, a sale conducted according to the usual practice of banks selling similar collateral will be considered reasonably conducted.

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.  The recognition agreement, however, generally provides that the lender’s right to reimbursement is subject to the right of the cooperative corporation to receive sums due under the proprietary lease or occupancy agreement.  If there are proceeds remaining, the lender must account to the tenant stockholder for the surplus.  Conversely, if a portion of the indebtedness remains unpaid, the tenant stockholder is generally responsible for the deficiency.

See “RISK FACTORS—Collateral Securing Cooperative Loans May Diminish in Value” in this prospectus.

Bankruptcy Laws

Operation of the Bankruptcy Code and related state laws may interfere with or affect the ability of a lender to 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) to collect a debt are automatically stayed upon the filing of the bankruptcy petition and, often, no interest or principal payments are made during the course of the bankruptcy case.  The delay and the consequences caused by such automatic stay can be significant.  Also, under the Bankruptcy Code, the filing of a petition in bankruptcy by or on behalf of a junior lienor may stay the senior lender from taking action to foreclose out such junior lien.

Under the Bankruptcy Code, provided certain substantive and procedural safeguards protective of the lender are met, the amount and terms of a mortgage loan secured by a lien on property of the debtor may be modified under certain circumstances.  For example, the outstanding amount of the loan may be reduced to the then-current value of

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the property (with a corresponding partial reduction of the amount of lender’s security interest) pursuant to a confirmed plan or lien avoidance proceeding, thus leaving the lender a general unsecured creditor for the difference between such value and the outstanding balance of the loan.  Other modifications may include the reduction in the amount of each scheduled payment, by means of a reduction in the rate of interest and/or an alteration of the repayment schedule (with or without affecting the unpaid principal balance of the loan), and/or by an extension (or shortening) of the term to maturity.  Some bankruptcy courts have approved plans, based on the particular facts of the reorganization case, that effected the cure of a mortgage loan default by paying arrearages over a number of years.  Also, a bankruptcy court may permit a debtor, through its rehabilitative plan, to reinstate a loan mortgage payment schedule even if the lender has obtained a final judgment of foreclosure prior to the filing of the debtor’s petition.

Federal bankruptcy law may also have the effect of interfering with or affecting the ability of a secured lender to enforce the borrower’s assignment of rents and leases related to the mortgaged property.  Under the Bankruptcy Code, a lender may be stayed from enforcing the assignment, and the legal proceedings necessary to resolve the issue could be time-consuming, with resulting delays in the lender’s receipt of the rents.  Recent amendments to the Bankruptcy Code, however, may minimize the impairment of the lender’s ability to enforce the borrower’s assignment of rents and leases.  In addition to the inclusion of hotel revenues within the definition of “cash collateral” as noted previously in the Section entitled “—Leases and Rents”, the amendments provide that a pre-petition security interest in rents or hotel revenues extends (unless the bankruptcy court orders otherwise based on the equities of the case) to such post-petition rents or revenues and is intended to overrule those cases that held that a security interest in rents is unperfected under the laws of certain states until the lender has taken some further action, such as commencing foreclosure or obtaining a receiver prior to activation of the assignment of rents.

If a borrower’s ability to make payment on a mortgage loan is dependent on its receipt of rent payments under a lease of the related property, that ability may be impaired by the commencement of a bankruptcy case relating to a lessee under such lease.  Under the Bankruptcy Code, the filing of a petition in bankruptcy by or on behalf of a lessee results in a stay in bankruptcy 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 lease that occurred prior to the filing of the lessee’s petition.  In addition, the Bankruptcy Code generally provides that a trustee or debtor-in-possession may, subject to approval of the court, (1) assume the lease and retain it or assign it to a third party or (2) reject the lease.  If the lease is assumed, the trustee or debtor-in-possession (or 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.  Such remedies may be insufficient, and any assurances provided to the lessor may, in fact, be inadequate.  If the lease is rejected, the lessor will be treated as an unsecured creditor with respect to its claim for damages for termination of the lease.  The Bankruptcy Code also limits a lessor’s damages for lease rejection to the rent reserved by the lease (without regard to acceleration) for the greater of one year, or 15%, not to exceed three years, of the remaining term of the lease.

Pursuant to the federal doctrine of “substantive consolidation” or to the (predominantly state law) doctrine of “piercing the corporate veil”, a bankruptcy court, in the exercise of its equitable powers, also has the authority to order that the assets and liabilities of a related entity be consolidated with those of an entity before it.  Thus, property ostensibly the property of one entity may be determined to be the property of a different entity in bankruptcy, the automatic stay applicable to the second entity extended to the first and the rights of creditors of the first entity impaired in the fashion set forth above in the discussion of ordinary bankruptcy principles.  Depending on facts and circumstances not wholly in existence at the time a loan is originated or transferred to the trust fund, the application of any of these doctrines to one or more of the mortgagors in the context of the bankruptcy of one or more of their affiliates could result in material impairment of the rights of the certificateholders.

For each mortgagor that is described as a “special purpose entity”, “single purpose entity” or “bankruptcy remote entity” in the related prospectus supplement, the activities that may be conducted by such mortgagor and its ability to incur debt are restricted by the applicable mortgage or the organizational documents of such mortgagor in such manner as is intended to make the likelihood of a bankruptcy proceeding being commenced by or against such mortgagor remote, and such mortgagor has been organized and is designed to operate in a manner such that its separate existence should be respected notwithstanding a bankruptcy proceeding in respect of one or more affiliated entities of such mortgagor.  However, the Depositor makes no representation as to the likelihood of the institution of a bankruptcy proceeding by or in respect of any mortgagor or the likelihood that the separate existence of any

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mortgagor would be respected if there were to be a bankruptcy proceeding in respect of any affiliated entity of a mortgagor.

Environmental Considerations

General.  A lender may be subject to environmental risks when taking a security interest in real property.  Of particular concern may be properties that are or have been used for industrial, manufacturing, military or disposal activity.  Such environmental risks include the possible diminution of the value of a contaminated property or, as discussed below, potential liability for clean-up costs or other remedial actions that could exceed the value of the property or the amount of the lender’s loan.  In certain circumstances, a lender may decide to abandon a contaminated mortgaged property as collateral for its loan rather than foreclose and risk liability for clean-up costs.

Superlien Laws.  Under the laws of many states, contamination on a property may give rise to a lien on the property for clean-up costs.  In several states, such a lien has priority over all existing liens, including those of existing mortgages.  In these states, the lien of a mortgage may lose its priority to such a “superlien”.

CERCLA.  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 become sufficiently involved in the management of such mortgaged property or the operations of the borrower.  Such liability may exist even if the lender did not cause or contribute to the contamination and regardless of whether or not 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 Act of 1996, amended, among other things, the provisions of CERCLA with respect to lender liability and the secured creditor exemption.  The Act offers substantial protection of 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 Asset Conservation, Lender Liability and Deposit Insurance Act of 1996 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 only if it exercises decision making control over the borrower’s environmental compliance and hazardous substance handling and disposal practices, or assumes day-to-day management of operational functions of the mortgaged property.  The Asset Conservation, Lender Liability and Deposit Insurance Act of 1996 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.

In addition, the definition of “hazardous substances” under CERCLA specifically excludes petroleum products.  Subtitle I of the Resource Conservation and Recovery Act governs underground petroleum storage tanks.  Under the Asset Conservation, Lender Liability and Deposit Insurance Act of 1996, the protections accorded to lenders under CERCLA are also accorded to the holders of security interests in underground storage tanks.  It should be noted, however, liability for cleanup of petroleum contamination may be governed by state law, which may not provide for any specific protection of secured creditors.

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.

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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 in such cases, unanticipated or uninsured liabilities of the borrower may jeopardize the borrower’s ability to meet its loan obligations.

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 of the related series.

To reduce the likelihood of such a loss, unless otherwise specified in the related prospectus supplement, the Pooling and Servicing 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 “THE POOLING AND SERVICING 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 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 under the Garn Act.  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.  In addition to the risks faced by the holder of a first lien, holders of mortgage loans secured by junior liens also face the risk that adequate funds will not be received in connection with a foreclosure on the related mortgaged property 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

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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 mortgaged 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.  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 (1) the risk of delay in distributions while a deficiency judgment against the borrower is obtained and (2) the risk of loss if the deficiency judgment is not realized upon.  Moreover, deficiency judgments may not be available in certain jurisdictions or the mortgage loan may be nonrecourse.

The rights of the trust fund (and therefore the certificateholders), as beneficiary under a junior deed of trust or as mortgagee under a junior mortgage, are subordinate to those of the mortgagee or beneficiary under the senior mortgage or deed of trust, including the prior rights of the senior mortgagee or beneficiary to receive rents, hazard insurance and condemnation proceeds and to cause the property securing the mortgage loan to be sold upon default of the mortgagor or trustor, thereby extinguishing the junior mortgagee’s or junior beneficiary’s lien unless the master servicer asserts its subordinate interest in a property in foreclosure litigation or satisfies the defaulted senior loan.  As discussed more fully below, in many states a junior mortgagee or beneficiary may satisfy a defaulted senior loan in full, adding the amounts expended to the balance due on the junior loan.  Absent a provision in the senior mortgage, no notice of default is required to be given to the junior mortgagee.

The form of the mortgage or deed of trust used by many institutional lenders confers on the mortgagee or beneficiary the right both to receive all proceeds collected under any hazard insurance policy and all awards made in connection with any condemnation proceedings, and to apply such proceeds and awards to any indebtedness secured by the mortgage or deed of trust, in such order as the mortgage or beneficiary may determine.  Thus, in the event improvements on the property are damaged or destroyed by fire or other casualty, or in the event the property is taken by condemnation, the mortgagee or beneficiary under the senior mortgage or deed of trust will have the prior right to collect any insurance proceeds payable under a hazard insurance policy and any award of damages in connection with the condemnation and to apply the same to the indebtedness secured by the senior mortgage or deed of trust.  Proceeds in excess of the amount of senior mortgage indebtedness will, in most cases, be applied to the indebtedness of a junior mortgage or trust deed to the extent the junior mortgage or deed of trust so provides.  The laws of certain states may limit the ability of mortgagees or beneficiaries to apply the proceeds of hazard insurance and partial condemnation awards to the secured indebtedness.  In such states, the mortgagor or trustor must be allowed to use the proceeds of hazard insurance to repair the damage unless the security of the mortgagee or beneficiary has been impaired.  Similarly, in certain states, the mortgagee or beneficiary is entitled to the award for a partial condemnation of the real property security only to the extent that its security is impaired.

The form of mortgage or deed of trust used by many institutional lenders typically contains a “future advance” clause, which provides, in essence, that additional amounts advanced to or on behalf of the mortgagor or trustor by the mortgagee or beneficiary are to be secured by the mortgage or deed of trust.  While such a clause is valid under the laws of most states, the priority of any advance made under the clause depends, in some states, on whether the advance was an “obligatory” or “optional” advance.  If the mortgagee or beneficiary is obligated to advance the additional amounts, the advance may be entitled to receive the same priority as amounts initially made under the mortgage or deed of trust, notwithstanding that there may be intervening junior mortgages or deeds of trust and other liens between the date of recording of the mortgage or deed of trust and the date of the future advance, and notwithstanding that the mortgagee or beneficiary had actual knowledge of such intervening junior mortgages or deeds of trust and other liens at the time of the advance.  Where the mortgagee or beneficiary is not obligated to advance the additional amounts and has actual knowledge of the intervening junior mortgages or deeds of trust and other liens, the advance may be subordinate to such intervening junior mortgages or deeds of trust and other liens.  Priority of advances under a “future advance” clause rests, in many other states, on state law giving priority to all advances made under the loan agreement up to a “credit limit” amount stated in the recorded mortgage.

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

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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

Forms of notes and mortgages used by lenders may contain provisions obligating the mortgagor to pay a late charge or additional interest if payments are not timely made, and in some circumstances may provide for prepayment fees or yield maintenance penalties if the obligation is paid prior to maturity or prohibit such prepayment for a specified period.  In certain states, there are or may be specific limitations upon the late charges which a lender may collect from a mortgagor for delinquent payments.  Certain states also limit the amounts that a lender may collect from a mortgagor as an additional charge if the loan is prepaid.  The enforceability under the laws of a number of states and the Bankruptcy Code of provisions providing for prepayment fees of penalties upon, or prohibition of, an involuntary prepayment is unclear, and no assurance can be given that, at the time a prepayment premium is required to be made on a mortgage loan in connection with an involuntary prepayment, the obligation to make such payment, or the provisions of any such prohibition, will be enforceable under applicable state law.  The absence of a restraint on prepayment, particularly with respect to mortgage loans having higher Mortgage Rates, may increase the likelihood of refinancing or other early retirements of the mortgage loans.

Applicability of Usury Laws

Title V of the Depository Institutions Deregulation and Monetary Control Act of 1980 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 of the Depository Institutions Deregulation and Monetary Control Act of 1980 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 of the Depository Institutions Deregulation and Monetary Control Act of 1980 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 of the Depository Institutions Deregulation and Monetary Control Act of 1980.  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 of the Depository Institutions Deregulation and Monetary Control Act of 1980 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 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.

Certain Laws and Regulations

The mortgaged properties will be subject to compliance with various federal, state and local statutes and regulations.  Failure to comply (together with an inability to remedy any such failure) could result in material diminution in the value of a mortgaged property which could, together with the possibility of limited alternative uses for a particular mortgaged property (i.e., a nursing or convalescent home or hospital), result in a failure to realize the full principal amount of the related mortgage loan.

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Americans with Disabilities Act

Under 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 (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, shall not be charged interest, including fees and charges, in excess of 6% per annum during the period of such borrower’s active duty status.  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.  The California Military and Veterans Code provides protection equivalent to that provided by the Relief Act to California national guard members called up to active service by the Governor of California, California national guard members called up to active service by the President and reservists called to active duty.  Because the Relief Act and the California Military Code apply to borrowers who enter military service, no information can be provided as to the number of mortgage loans that may be affected by the Relief Act or the California Military and Veterans Code.  Application of the Relief Act or the California Military and Veterans Code 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 or the California Military and Veterans Code 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, unless otherwise specified in the related prospectus supplement, any form of credit support provided in connection with such certificates.  In addition, application of the Relief Act or the California Military and Veterans Code imposes limitations that would impair the ability of the master servicer or special servicer to foreclose on an affected mortgage loan during the borrower’s period of active duty status, and, under certain circumstances, during an additional three month period thereafter.

Anti-Money Laundering, Economic Sanctions and Bribery

Many jurisdictions have adopted wide-ranging anti-money laundering, economic and trade sanctions, and anti-corruption and anti-bribery laws, and regulations (collectively, the “Requirements”).  Any of the Depositor, the Issuing Entity, the underwriters, the initial purchasers, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator could be requested or required to obtain certain assurances from prospective investors intending to purchase Certificates and to retain such information or to disclose information pertaining to them to governmental, regulatory or other authorities or to financial intermediaries or engage in due diligence or take other related actions in the future.  It is the policy of the Depositor, the Issuing Entity, the underwriters, the initial purchasers, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator to comply with Requirements to which they are or may become subject and to interpret such Requirements broadly in favor of disclosure.  Failure to honor any request by the Depositor, the Issuing Entity, the underwriters, the initial purchasers, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator to provide requested information or take such other actions as may be necessary or advisable for the Depositor, the Issuing Entity, the underwriters, the initial purchasers, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator to comply with any Requirements, related legal process or appropriate requests (whether formal or informal) may result in, among other

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things, a forced sale to another investor of such investor’s Certificates.  In addition, each of the Depositor, the Issuing Entity, the underwriters, the initial purchasers, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator intends to comply with the U.S. Bank Secrecy Act, the Patriot Act and any other anti-money laundering and anti-terrorism, economic and trade sanctions, and anti-corruption or anti-bribery laws, and regulations of the United States and other countries, and will disclose any information required or requested by authorities in connection therewith.

Potential Forfeiture of Assets

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

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

Federal Deposit Insurance Act; Commercial Mortgage Loan Servicing

Under the Federal Deposit Insurance Act, federal bank regulatory authorities, including the OCC, have the power to determine if any activity or contractual obligation of a bank constitutes an unsafe or unsound practice or violates a law, rule or regulation applicable to such bank.  If Bank of America, National Association or another bank is a servicer and/or a mortgage loan seller for a series and the OCC, which has primary regulatory authority over Bank of America, National Association and other banks, were to find that any obligation of Bank of America, National Association or such other bank under the related Pooling and Servicing Agreement or other agreement or any activity of Bank of America, National Association or such other bank constituted an unsafe or unsound practice or violated any law, rule or regulation applicable to it, the OCC could order Bank of America, National Association or such other bank among other things to rescind such contractual obligation or terminate such activity.

In March 2003, the OCC issued a temporary cease and desist order against a national bank (as to which no conservator or receiver had been appointed) asserting that, contrary to safe and sound banking practices, the bank was receiving inadequate servicing compensation in connection with several credit card securitizations sponsored by its affiliates because of the size and subordination of the contractual servicing fee, and ordered the bank, among other things, to immediately resign as servicer, to cease all servicing activity within 120 days and to immediately withhold funds from collections in an amount sufficient to compensate if for its actual costs and expenses of servicing (notwithstanding the priority of payments in the related securitization agreements).

While the Depositor does not believe that the OCC would consider, with respect to any series, (i) provisions relating to Bank of America, National Association or another bank acting as a servicer under the related Pooling and Servicing Agreement, (ii) the payment or amount of the servicing compensation payable to Bank of America, National Association or another bank or (iii) any other obligation of Bank of America, National Association or another bank under the related Pooling and Servicing Agreement or other contractual agreement under which the Depositor may purchase mortgage loans from Bank of America, National Association or another bank, to be unsafe or unsound or violative of any law, rule or regulation applicable to it, there can be no assurance that the OCC in the future would not conclude otherwise.  If the OCC did reach such a conclusion, and ordered Bank of America, National Association or another bank to rescind or amend any such agreement, payments on certificates could be delayed or reduced.

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MATERIAL FEDERAL INCOME TAX CONSEQUENCES

General

The following general discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of offered certificates of any series thereof, to the extent it relates to matters of law or legal conclusions with respect thereto, represents the opinion of counsel to the Depositor with respect to that series on the material matters associated with such consequences, subject to any qualifications set forth in this prospectus.  Counsel to the Depositor for each series will be Cadwalader, Wickersham & Taft LLP, and a copy of the legal opinion of such counsel rendered in connection with any series of certificates will be filed by the Depositor with the SEC on a Current Report on Form 8-K within 15 days after the Closing Date for such series of certificates.  This discussion is directed primarily to certificateholders that hold the certificates as “capital assets” within the meaning of Section 1221 of the Code (although portions thereof may also apply to certificateholders who do not hold certificates as capital assets) and it does not purport to discuss all federal income tax consequences that may be applicable to the individual circumstances of particular investors, some of which (such as banks, insurance companies and foreign investors) may be subject to special treatment under the Code.  The authorities on which this discussion, and the opinion referred to below, are based are subject to change or differing interpretations, which could apply retroactively.  Prospective investors should note that no rulings have been or will be sought from the IRS with respect to any of the federal income tax consequences discussed below, and no assurance can be given the IRS will not take contrary positions.  In addition to the federal income tax consequences described in this prospectus, potential investors are advised to consider the state and local tax consequences, if any, of the purchase, ownership and disposition of offered certificates.  See “STATE AND OTHER TAX CONSEQUENCES”.  Prospective investors are advised to consult their tax advisors concerning the federal, state, local or other tax consequences to them of the purchase, ownership and disposition of offered certificates.

The following discussion addresses securities of two general types:  (1) REMIC Certificates representing interests in a trust fund, or a portion thereof, that the REMIC administrator will elect to have treated as a REMIC under the REMIC Provisions of the Code, and (2) Grantor Trust Certificates representing interests in a Grantor Trust Fund as to which no such election will be made.  The prospectus supplement for each series of certificates will indicate whether a REMIC election (or elections) will be made for the related trust fund and, if such an election is to be made, will identify all “regular interests” and “residual interests” in the REMIC.  For purposes of this tax discussion, references to a “certificateholder” or a “holder” are to the beneficial owner of a certificate.

The following discussion is limited in applicability to offered certificates.  Moreover, this discussion applies only to the extent that mortgage assets held by a trust fund consist solely of mortgage loans.  To the extent that other mortgage assets, including REMIC certificates and mortgage pass-through certificates, are to be held by a trust fund, the tax consequences associated with the inclusion of such assets will be disclosed in the related prospectus supplement.  In addition, if cash flow agreements other than guaranteed investment contracts are included in a trust fund, the anticipated material tax consequences associated with such cash flow agreements also will be discussed in the related prospectus supplement.  See “DESCRIPTION OF THE TRUST FUNDS—Cash Flow Agreements”.

Furthermore, the following discussion is based in part upon the rules governing original issue discount that are set forth in Sections 1271-1273 and 1275 of the Code and in the OID Regulations, and in part upon the REMIC Provisions and the REMIC Regulations.  The OID Regulations do not adequately address certain issues relevant to, and in some instances provide that they are not applicable to, securities such as the certificates.

REMICs

Classification of REMICs.  Upon the issuance of each series of REMIC Certificates, counsel to the Depositor will give its opinion generally to the effect that, assuming compliance with all provisions of the related Pooling and Servicing Agreement and any other governing documents, the related trust fund (or each applicable portion thereof) will qualify as one or more REMICs and the REMIC Certificates offered with respect thereto will be considered to evidence ownership of REMIC Regular Certificates or REMIC Residual Certificates in a REMIC within the meaning of the REMIC Provisions.  The following general discussion of the anticipated federal income tax consequences of the purchase, ownership and disposition of REMIC Certificates, to the extent it relates to matters of law or legal conclusions with respect thereto, represents the opinion of counsel to the Depositor for the applicable

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series as specified in the related prospectus supplement, subject to any qualifications set forth in this prospectus.  In addition, counsel to the Depositor have prepared or reviewed the statements in this prospectus under the heading “MATERIAL FEDERAL INCOME TAX CONSEQUENCES—REMICs”, and are of the opinion that such statements are correct in all material respects.  Such statements are intended as an explanatory discussion of the possible effects of the classification of any trust fund (or applicable portion thereof) as one or more REMICs for federal income tax purposes on investors generally and of related tax matters affecting investors generally, but do not purport to furnish information in the level of detail or with the attention to an investor’s specific tax circumstances that would be provided by an investor’s own tax advisor.  Accordingly, each investor is encouraged to consult its own tax advisors with regard to the tax consequences to it of investing in REMIC Certificates.

If an entity electing to be treated as a REMIC fails to comply with one or more of the ongoing requirements of the Code for such status during any taxable year, the Code provides that the entity will not be treated as a REMIC for such year and thereafter.  In that event, such entity may be taxable as a corporation under Treasury regulations, and the related REMIC Certificates may not be accorded the status or given the tax treatment described below.  Although the Code authorizes the Treasury Department to issue regulations providing relief in the event of an inadvertent termination of REMIC status, no such regulations have been issued.  Any such relief, moreover, may be accompanied by sanctions, such as the imposition of a corporate tax on all or a portion of the trust fund’s income for the period in which the requirements for such status are not satisfied.  The Pooling and Servicing Agreement with respect to each REMIC will include provisions designed to maintain the trust fund’s status as a REMIC under the REMIC Provisions.  It is not anticipated that the status of any trust fund as a REMIC will be inadvertently terminated.

Characterization of Investments in REMIC Certificates.  In general, unless otherwise provided in the related prospectus supplement, the REMIC Certificates will be “real estate assets” within the meaning of Section 856(c)(5)(B) of the Code and assets described in Section 7701(a)(19)(C) of the Code in the same proportion that the assets of the REMIC underlying such certificates would be so treated.  However, to the extent that the REMIC assets constitute mortgages on property not used for residential or certain other prescribed purposes, the REMIC Certificates will not be treated as assets qualifying under Section 7701(a)(19)(C).  Moreover, if 95% or more of the assets of the REMIC qualify for any of the foregoing characterizations at all times during a calendar year, the REMIC Certificates will qualify for the corresponding status in their entirety for that calendar year.  Interest (including original issue discount) on the REMIC Regular Certificates and income allocated to the REMIC Residual Certificates will be interest described in Section 856(c)(3)(B) of the Code to the extent that such certificates are treated as “real estate assets” within the meaning of Section 856(c)(5)(B) of the Code.  In addition, except as otherwise provided in the applicable prospectus supplement, the REMIC Regular Certificates will be “qualified mortgages” for a REMIC within the meaning of Section 860G(a)(3) of the Code.  The determination as to the percentage of the REMIC’s assets that constitute assets described in the foregoing sections of the Code will be made with respect to each calendar quarter based on the average adjusted basis of each category of the assets held by the REMIC during such calendar quarter.  The REMIC Administrator will report those determinations to certificateholders in the manner and at the times required by applicable Treasury regulations.

Tiered REMIC Structures.  For certain series of REMIC Certificates, two or more separate elections may be made to treat designated portions of the related trust fund as REMICs for federal income tax purposes.  As to each such series of REMIC Certificates, in the opinion of counsel to the Depositor, assuming compliance with all provisions of the related Pooling and Servicing Agreement, the Tiered REMICs will each qualify as a REMIC and the REMIC Certificates issued by the Tiered REMICs will be considered to evidence ownership of REMIC Regular Certificates or REMIC Residual Certificates in the related REMIC within the meaning of the REMIC Provisions.

Solely for purposes of determining whether the REMIC Certificates will be “real estate assets” within the meaning of Section 856(c)(5)(B) of the Code and “loans secured by an interest in real property” under Section 7701(a)(19)(C) of the Code, and whether the income on such certificates is interest described in Section 856(c)(3)(B) of the Code, the Tiered REMICs will be treated as one REMIC.

Taxation of Owners of REMIC Regular Certificates.

General.  Except as otherwise stated in this discussion, REMIC Regular Certificates will be treated for federal income tax purposes as newly-issued debt instruments issued by the REMIC and not as ownership interests in the

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REMIC or its assets.  Moreover, holders of REMIC Regular Certificates that otherwise report income under a cash method of accounting will be required to report income with respect to REMIC Regular Certificates under an accrual method.

Original Issue Discount.  Certain REMIC Regular Certificates may be issued with “original issue discount” within the meaning of Section 1273(a) of the Code.  Any holders of REMIC Regular Certificates issued with original issue discount generally will be required to include original issue discount in income as it accrues, in accordance with the “constant yield” method described below, in advance of the receipt of the cash attributable to such income.  In addition, Section 1272(a)(6) of the Code provides special rules applicable to REMIC Regular Certificates and certain other debt instruments issued with original issue discount.  The following discussion is based in part on the OID Regulations and in part on provisions of the Tax Reform Act of 1986.

The Code requires that a reasonable prepayment assumption be used with respect to mortgage loans held by a REMIC in computing the accrual of original issue discount on REMIC Regular Certificates issued by that REMIC, and that adjustments be made in the amount and rate of accrual of such discount to reflect differences between the actual prepayment rate and the prepayment assumption.  The prepayment assumption is to be determined in a manner prescribed in Treasury regulations; however, those regulations have not been issued.  The Committee Report indicates that the regulations will provide that the prepayment assumption used with respect to a REMIC Regular Certificate must be the same as that used in pricing the initial offering of such REMIC Regular Certificate.  The Prepayment Assumption used in reporting original issue discount for each series of REMIC Regular Certificates will be consistent with this standard and will be disclosed in the related prospectus supplement.  However, neither the Depositor nor any other person will make any representation that the mortgage loans will in fact prepay at a rate conforming to the Prepayment Assumption or at any other rate.

The original issue discount, if any, on a REMIC Regular Certificate will be the excess of its stated redemption price at maturity over its issue price.  The issue price of a particular class of REMIC Regular Certificates will be the first cash price at which a substantial amount of REMIC Regular Certificates of that class is sold (excluding sales to bond houses, brokers and underwriters).  Although unclear under the OID Regulations, the Depositor intends to treat the issue price of a class of REMIC Regular Certificates as to which less than a substantial amount of such class of REMIC Regular Certificates is sold for cash on or prior to the Closing Date as the fair market value of such class on the Closing Date.  Under the OID Regulations, the stated redemption price of a REMIC Regular Certificate is equal to the total of all payments to be made on such Certificate other than “qualified stated interest”.  “Qualified stated interest” is interest that is unconditionally payable at least annually (during the entire term of the instrument) at a single fixed rate, or, as discussed below under “Variable Rate REMIC Regular Certificates”, at a qualified variable rate.

If the accrued interest to be paid on the first Distribution Date is computed with respect to a period that begins prior to the Closing Date, a portion of the purchase price paid for a REMIC Regular Certificate will reflect such accrued interest.  In such cases, information returns provided to the certificateholders and the IRS will be based on the position that the portion of the purchase price paid for the interest accrued with respect to periods prior to the Closing Date is treated as part of the overall cost of such REMIC Regular Certificate (and not as a separate asset the cost of which is recovered entirely out of interest received on the next Distribution Date) and that portion of the interest paid on the first Distribution Date in excess of interest accrued for a number of days corresponding to the number of days from the Closing Date to the first Distribution Date should be included in the stated redemption price of such REMIC Regular Certificate.  However, the OID Regulations state that all or some portion of such accrued interest may be treated as a separate asset the cost of which is recovered entirely out of interest paid on the first Distribution Date.  It is unclear how an election to do so would be made under the OID Regulations and whether such an election could be made unilaterally by a certificateholder.

Notwithstanding the general definition of original issue discount, original issue discount on a REMIC Regular Certificate will be considered to be de minimis if it is less than 0.25% of the stated redemption price of the REMIC Regular Certificate multiplied by its weighted average maturity.  For this purpose, the weighted average maturity of the REMIC Regular Certificate is computed as the sum of the amounts determined, as to each payment included in the stated redemption price of such REMIC Regular Certificate, by multiplying (i) the number of complete years (rounding down for partial years) from the issue date until such payment is expected to be made (presumably taking into account the Prepayment Assumption) by (ii) a fraction, the numerator of which is the amount of the payment, and the denominator of which is the stated redemption price at maturity of such REMIC Regular Certificate.  Under

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the OID Regulations, original issue discount of only a de minimis amount (other than de minimis original issue discount attributable to a so-called “teaser” interest rate or an initial interest holiday) will be included in income as each payment of stated principal is made, based on the product of the total amount of such de minimis original issue discount and a fraction, the numerator of which is the amount of such principal payment and the denominator of which is the outstanding stated principal amount of the REMIC Regular Certificate.  The OID Regulations also would permit a certificateholder to elect to accrue de minimis original issue discount into income currently based on a constant yield method.  See “—Market Discount” below for a description of such election under the OID Regulations.

If original issue discount on a REMIC Regular Certificate is in excess of a de minimis amount, the holder of such certificate must include in ordinary gross income the sum of the “daily portions” of original issue discount for each day during its taxable year on which it held such REMIC Regular Certificate, including the purchase date but excluding the disposition date.  In the case of an original holder of a REMIC Regular Certificate, the daily portions of original issue discount will be determined as follows.

As to each “accrual period”, that is, unless otherwise stated in the related prospectus supplement, each period that begins on a date that corresponds to a Distribution Date (or in the case of the first such period, begins on the Closing Date) and ends on the day preceding the immediately following Distribution Date, a calculation will be made of the portion of the original issue discount that accrued during such accrual period.  The portion of original issue discount that accrues in any accrual period will equal the excess, if any, of (1) the sum of (a) the present value, as of the end of the accrual period, of all of the distributions remaining to be made on the REMIC Regular Certificate, if any, in future periods and (b) the distributions made on such REMIC Regular Certificate during the accrual period of amounts included in the stated redemption price, over (2) the adjusted issue price of such REMIC Regular Certificate at the beginning of the accrual period.  The present value of the remaining distributions referred to in the preceding sentence will be calculated (1) assuming that distributions on the REMIC Regular Certificate will be received in future periods based on the mortgage loans being prepaid at a rate equal to the Prepayment Assumption, (2) using a discount rate equal to the original yield to maturity of the certificate and (3) taking into account events (including actual prepayments) that have occurred before the close of the accrual period.  For these purposes, the original yield to maturity of the certificate will be calculated based on its issue price and assuming that distributions on the certificate will be made in all accrual periods based on the mortgage loans being prepaid at a rate equal to the Prepayment Assumption.  The adjusted issue price of a REMIC Regular Certificate at the beginning of any accrual period will equal the issue price of such certificate, increased by the aggregate amount of original issue discount that accrued with respect to such certificate in prior accrual periods, and reduced by the amount of any distributions made on such REMIC Regular Certificate in prior accrual periods of amounts included in the stated redemption price.  The original issue discount accruing during any accrual period, computed as described above, will be allocated ratably to each day during the accrual period to determine the daily portion of original issue discount for such day.

A subsequent purchaser of a REMIC Regular Certificate that purchases such certificate at a cost (excluding any portion of such cost attributable to accrued qualified stated interest) less than its remaining stated redemption price will also be required to include in gross income the daily portions of any original issue discount with respect to such certificate.  However, each such daily portion will be reduced, if such cost is in excess of its “adjusted issue price”, in proportion to the ratio such excess bears to the aggregate original issue discount remaining to be accrued on such REMIC Regular Certificate.  The adjusted issue price of a REMIC Regular Certificate on any given day equals the sum of (1) the adjusted issue price (or, in the case of the first accrual period, the issue price) of such certificate at the beginning of the accrual period which includes such day and (2) the daily portions of original issue discount for all days during such accrual period prior to such day.

The Treasury has proposed regulations that create a special rule for accruing original issue discount on REMIC 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 certificateholder’s right 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, taxpayers 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 REMIC Regular Certificates with delayed payment for periods of fewer than 32

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days.  The proposed regulations are proposed to apply to any REMIC Regular Certificate issued after the date the final regulations are published in the Federal Register.

Variable Rate REMIC Regular Certificates.  REMIC 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, (1) the issue price does not exceed the original principal balance by more than a specified amount and (2) 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 issuer or a related party or (2) unique to the circumstances of the issuer 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 REMIC 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 REMIC Regular Certificates.  However, if final regulations dealing with contingent interest with respect to REMIC Regular Certificates apply the same principles as the OID Regulations, those regulations may lead to different timing of income inclusion than would be the case under the OID Regulations.  Furthermore, application of those principles could lead to the characterization of gain on the sale of contingent interest REMIC Regular Certificates as ordinary income.  Investors should consult their tax advisors regarding the appropriate treatment of any REMIC Regular Certificate that does not pay interest at a fixed rate or variable rate as described in this paragraph.

Under the REMIC Regulations, a REMIC 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.  Accordingly, unless otherwise indicated in the applicable prospectus supplement, REMIC Regular Certificates that qualify as regular interests under this rule will be treated 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 REMIC 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 that REMIC Regular Certificate generally to be determined by assuming that interest will be payable for the life of the REMIC Regular Certificate based on the initial rate for the relevant class.  Unless otherwise specified in the applicable prospectus supplement, variable interest will be treated as qualified stated interest, other than variable interest on an interest-only 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, REMIC Regular Certificates bearing an interest rate that is a weighted average of the net interest rates on mortgage loans having fixed or adjustable rates, will be treated 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 those REMIC Regular Certificates for purposes of accruing original issue discount will be a hypothetical

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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 for the initial interest accrual period 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 interest rate on the REMIC Regular Certificates.

Deferred Interest.  Under the OID Regulations, all interest on a REMIC 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 REMIC Regular Certificates may constitute income to the holders of such REMIC Regular Certificates prior to the time distributions of cash with respect to such deferred interest are made.

Market Discount.  A certificateholder that purchases a REMIC Regular Certificate at a market discount, that is, in the case of a REMIC Regular Certificate issued without original issue discount, at a purchase price less than its remaining stated principal amount, or in the case of a REMIC Regular Certificate issued with original issue discount, at a purchase price less than its adjusted issue price will recognize gain upon receipt of each distribution representing stated redemption price.  In particular, under Section 1276 of the Code such a certificateholder generally will be required to allocate the portion of each such distribution representing stated redemption price first to accrued market discount not previously included in income, and to recognize ordinary income to that extent.  A certificateholder may elect to include market discount in income currently as it accrues rather than including it on a deferred basis in accordance with the foregoing.  If made, such election will apply to all market discount bonds acquired by such certificateholder on or after the first day of the first taxable year to which such election applies.  In addition, the OID Regulations permit a certificateholder to elect to accrue all interest and discount (including de minimis market or original issue discount) in income as interest, and to amortize premium, based on a constant yield method.  If such an election were made with respect to a REMIC Regular Certificate with market discount, the certificateholder would be deemed to have made an election to include currently market discount in income with respect to all other debt instruments having market discount that such certificateholder acquires during the taxable year of the election or thereafter, including de minimis market discount discussed in the following paragraph.  Similarly, a certificateholder that made this election for a certificate that is acquired at a premium would be deemed to have made an election to amortize bond premium with respect to all debt instruments having amortizable bond premium that such certificateholder owns or acquires.  See “—Premium” below.  Each of these elections to accrue interest, discount and premium with respect to a certificate on a constant yield method or as interest would be irrevocable except with the approval of the IRS.

However, market discount with respect to a REMIC Regular Certificate will be considered to be de minimis for purposes of Section 1276 of the Code if such market discount is less than 0.25% of the remaining stated redemption price of such REMIC Regular Certificate multiplied by the number of complete years to maturity remaining after the date of its purchase.  In interpreting a similar rule with respect to original issue discount on obligations payable in installments, the OID Regulations refer to the weighted average maturity of obligations, and it is likely that the same rule will be applied with respect to market discount, presumably taking into account the Prepayment Assumption.  If market discount is treated as de minimis under this rule, it appears that the actual discount would be treated in a manner similar to original issue discount of a de minimis amount.  See “—Original Issue Discount” above.  Such treatment would result in discount being included in income at a slower rate than discount would be required to be included in income using the method described above.

Section 1276(b)(3) of the Code specifically authorizes the Treasury Department to issue regulations providing for the method for accruing market discount on debt instruments, the principal of which is payable in more than one installment.  Until regulations are issued by the Treasury Department, certain rules described in the Committee Report apply.  The Committee Report indicates that in each accrual period market discount on REMIC Regular Certificates should accrue, at the certificateholder’s option:  (1) on the basis of a constant yield method, (2) in the case of a REMIC Regular Certificate issued without original issue discount, in an amount that bears the same ratio to the total remaining market discount as the stated interest paid in the accrual period bears to the total amount of stated interest remaining to be paid on the REMIC Regular Certificate as of the beginning of the accrual period, or (3) in the case of a REMIC Regular Certificate issued with original issue discount, in an amount that bears the same ratio to the total remaining market discount as the original issue discount accrued in the accrual period bears to the

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total original issue discount remaining on the REMIC Regular Certificate at the beginning of the accrual period.  Moreover, the Prepayment Assumption used in calculating the accrual of original issue discount is also used in calculating the accrual of market discount.  Because the regulations referred to in this paragraph have not been issued, it is not possible to predict what effect such regulations might have on the tax treatment of a REMIC Regular Certificate purchased at a discount in the secondary market.

To the extent that REMIC Regular Certificates provide for monthly or other periodic distributions throughout their term, the effect of these rules may be to require market discount to be includible in income at a rate that is not significantly slower than the rate at which such discount would accrue if it were original issue discount.  Moreover, in any event a holder of a REMIC Regular Certificate generally will be required to treat a portion of any gain on the sale or exchange of such 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.

Further, under Section 1277 of the Code a holder of a REMIC Regular Certificate may be required to defer a portion of its interest deductions for the taxable year attributable to any indebtedness incurred or continued to purchase or carry a REMIC Regular Certificate purchased with market discount.  For these purposes, the de minimis rule referred to above applies.  Any such deferred interest expense would not exceed the market discount that accrues during such taxable year and is, in general, allowed as a deduction not later than the year in which such market discount is includible in income.  If such holder elects to include market discount in income currently as it accrues on all market discount instruments acquired by such holder in that taxable year or thereafter, the interest deferral rule described above will not apply.

Premium.  A REMIC Regular Certificate purchased at a cost (excluding any portion of such cost attributable to accrued qualified stated interest) greater than its remaining stated redemption price will be considered to be purchased at a premium.  The holder of such a REMIC Regular Certificate may elect under Section 171 of the Code to amortize such premium under the constant yield method over the life of the certificate.  If made, such an election will apply to all debt instruments having amortizable bond premium that the holder owns or subsequently acquires.  Amortizable premium will be treated as an offset to interest income on the related debt instrument, rather than as a separate interest deduction.  The OID Regulations also permit certificateholders to elect to include all interest, discount and premium in income based on a constant yield method, further treating the certificateholder as having made the election to amortize premium generally.  See “—Market Discount” above.  Although final Treasury regulations issued under Section 171 of the Code do not by their terms apply to prepayable obligations such as REMIC Regular Certificates, the Committee Report states that the same rules that apply to accrual of market discount (which rules will require use of a Prepayment Assumption in accruing market discount with respect to REMIC Regular Certificates without regard to whether such certificates have original issue discount) will also apply in amortizing bond premium.

Election To Treat All Interest Under the Constant Yield Method.  A holder of a debt instrument such as a REMIC 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 an election, (1) ”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 (2) 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 an election on an instrument by instrument basis or for a class or group of debt instruments.  However, if the holder makes 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 which the debt instrument is acquired and is irrevocable except with the approval of the IRS.  You should consult their own tax advisors regarding the advisability of making an election.

Prepayment Premiums.  Prepayment Premiums actually collected on the mortgage loans will be distributed to holders of REMIC Regular Certificates as described in “DESCRIPTION OF THE CERTIFICATES—Distributions”

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in the prospectus supplement.  It is not entirely clear under the Code when the amount of prepayment premiums so allocated should be taxed to the holders of REMIC Regular Certificates, but it is not expected, for federal income tax reporting purposes, that prepayment premiums will be treated as giving rise to any income to the holder of such classes of certificates prior to the Trustee’s actual receipt of a prepayment premium.  Prepayment Premiums, if any, may be treated as paid upon the retirement or partial retirement of the REMIC Regular Certificates.  The IRS may disagree with these positions.  Certificateholders should consult their own tax advisors concerning the treatment of prepayment premiums.

Sale, Exchange, Redemption or Retirement.  If a holder of a REMIC Regular Certificate sells or exchanges a REMIC Regular Certificate, or such REMIC Regular Certificate is redeemed or retired, such certificateholder will recognize gain or loss equal to the difference, if any, between the amount realized and its adjusted basis in the REMIC Regular Certificate.  The adjusted basis of a REMIC Regular Certificate generally will equal the cost of the REMIC 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 REMIC Regular Certificate and reduced by amounts included in the stated redemption price at maturity of the REMIC Regular Certificate that were previously received by the seller, by any amortized premium and by any recognized losses on the REMIC Regular Certificate.  Similarly, a holder who receives payment that is part of the stated redemption price at maturity of a REMIC Regular Certificate will recognize gain equal to the excess, if any, of the amount of the payment over an allocable portion of the holder’s adjusted basis in the REMIC Regular Certificate.  A holder of a REMIC Regular Certificate who receives a final payment that is less than the certificateholder’s adjusted basis in the REMIC Regular Certificate will generally recognize less.

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 REMIC Regular Certificate realized by an investor who holds the REMIC Regular Certificate as a capital asset will be capital gain or loss and will be long term, or short term depending on whether the REMIC Regular Certificate has been held for the applicable capital gain holding period (currently more than one year).  Such gain will be treated as ordinary income (i) if the REMIC 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 REMIC 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 the transaction, (ii) in the case of a non-corporate taxpayer, to the extent the taxpayer has made an election under Code Section 163(d)(4) to have net capital gains taxed as investment income at ordinary rates, or (iii) to the extent that the 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 the REMIC 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 the holder with respect to the REMIC Regular Certificate.  In addition, gain or loss recognized from the sale of a REMIC Regular Certificate by certain banks or thrift institutions will be treated as ordinary income or loss pursuant to Code Section 582(c).  Generally, short term capital gains of certain non-corporate taxpayers are subject to the same tax rate as the ordinary income of those taxpayers for property held for not more than one year, and long term capital gains of those taxpayers are subject to a lower maximum tax rate than ordinary income for those 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.

Realized Losses.  Under Section 166 of the Code, both corporate holders of the REMIC Regular Certificates and non-corporate holders of the REMIC Regular Certificates that acquire such certificates in connection with a trade or business should be allowed to deduct, as ordinary losses, any losses sustained during a taxable year in which their certificates become wholly or partially worthless as the result of one or more realized losses on the mortgage loans.  However, it appears that a non-corporate holder that does not acquire a REMIC Regular Certificate in connection with a trade or business will not be entitled to deduct a loss under Section 166 of the Code until such holder’s certificate becomes wholly worthless (i.e., until its Certificate Balance has been reduced to zero) and that the loss will be characterized as a short-term capital loss.  Holders of interest-only REMIC Regular Certificates will not be entitled to deduct a loss under Section 166 of the Code.

Each holder of a REMIC Regular Certificate will be required to accrue interest and original issue discount with respect to such certificate, without giving effect to any reductions in distributions attributable to defaults or

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delinquencies on the mortgage loans or the Underlying Certificates until it can be established that any such reduction ultimately will not be recoverable.  As a result, the amount of taxable income reported in any period by the holder of a REMIC Regular Certificate could exceed the amount of economic income actually realized by the holder in such period.  Although the holder of a REMIC Regular Certificate eventually will recognize a loss or reduction in income attributable to previously accrued and included income that, as the result of a realized loss, ultimately will not be realized, the law is unclear with respect to the timing and character of such loss or reduction in income.

Taxation of Owners of REMIC Residual Certificates.

General.  Although a REMIC is a separate entity for federal income tax purposes, a REMIC generally is not subject to entity-level taxation, except with regard to prohibited transactions and certain other transactions.  See “—Prohibited Transactions Tax and Other Taxes” below.  Rather, the taxable income or net loss of a REMIC is generally taken into account by the holder of the REMIC Residual Certificates.  Accordingly, the REMIC Residual Certificates will be subject to tax rules that differ significantly from those that would apply if the REMIC Residual Certificates were treated for federal income tax purposes as direct ownership interests in the mortgage loans or as debt instruments issued by the REMIC.

A REMIC Residual Certificateholder generally will be required to report its daily portion of the taxable income or, subject to the limitations noted in this discussion, the net loss of the REMIC for each day during a calendar quarter that such holder owned such REMIC Residual Certificate.  For this purpose, the taxable income or net loss of the REMIC will be allocated to each day in the calendar quarter ratably using a “30 days per month/90 days per quarter/360 days per year” convention unless otherwise disclosed in the related prospectus supplement.  The daily amounts so allocated will then be allocated among the REMIC Residual Certificateholders in proportion to their respective ownership interests on such day.  Any amount included in the gross income or allowed as a loss of any REMIC Residual Certificateholder by virtue of this paragraph will be treated as ordinary income or loss.  The taxable income of the REMIC will be determined under the rules described below in “—Taxable Income of the REMIC” and will be taxable to the REMIC Residual Certificateholders without regard to the timing or amount of cash distributions by the REMIC until the REMIC’s termination.  Ordinary income derived from REMIC Residual Certificates will be “portfolio income” for purposes of the taxation of taxpayers subject to limitations under Section 469 of the Code on the deductibility of “passive losses”.

A holder of a REMIC Residual Certificate that purchased such certificate from a prior holder of such certificate also will be required to report on its federal income tax return amounts representing its daily share of the taxable income (or net loss) of the REMIC for each day that it holds such REMIC Residual Certificate.  Those daily amounts generally will equal the amounts of taxable income or net loss determined as described above.  The Committee Report indicates that certain modifications of the general rules may be made, by regulations, legislation or otherwise to reduce (or increase) the income of a REMIC Residual Certificateholder that purchased such REMIC Residual Certificate from a prior holder of such certificate at a price greater than (or less than) the adjusted basis (as defined below) such REMIC Residual Certificate would have had in the hands of an original holder of such certificate.  The REMIC Regulations, however, do not provide for any such modifications.

The amount of income REMIC Residual Certificateholders will be required to report (or the tax liability associated with such income) may exceed the amount of cash distributions received from the REMIC for the corresponding period.  Consequently, REMIC Residual Certificateholders should have other sources of funds sufficient to pay any federal income taxes due as a result of their ownership of REMIC Residual Certificates or unrelated deductions against which income may be offset, subject to the rules relating to “excess inclusions” and “noneconomic” residual interests discussed below.  The fact that the tax liability associated with the income allocated to REMIC Residual Certificateholders may exceed the cash distributions received by such REMIC Residual Certificateholders for the corresponding period may significantly adversely affect such REMIC Residual Certificateholders’ after-tax rate of return.  Such disparity between income and distributions may not be offset by corresponding losses or reductions of income attributable to the REMIC Residual Certificateholder until subsequent tax years and, then, may not be completely offset due to changes in the Code, tax rates or character of the income or loss.

Taxable Income of the REMIC.  The taxable income of the REMIC will equal the income from the mortgage loans (including interest, market discount and, if applicable, original issue discount and less premium) and other

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assets of the REMIC plus any cancellation of indebtedness income due to the allocation of realized losses to REMIC Regular Certificates, less the deductions allowed to the REMIC for interest (including original issue discount and reduced by any premium on issuance) on the REMIC Regular Certificates (and any other class of REMIC Certificates constituting “regular interests” in the REMIC not offered hereby), amortization of any premium on the mortgage loans, bad debt losses with respect to the mortgage loans and, except as described below, for servicing, administrative and other expenses.

For purposes of determining its taxable income, the REMIC will have an initial aggregate basis in its assets equal to the sum of the issue prices of all REMIC Certificates (or, if a class of REMIC Certificates is not sold initially, such class’s fair market value).  Such aggregate basis will be allocated among the mortgage loans and the other assets of the REMIC in proportion to their respective fair market values.  The issue price of any REMIC Certificates offered hereby will be determined in the manner described above under “—Taxation of Owners of REMIC Regular Certificates—Original Issue Discount”.  The issue price of a REMIC Certificate received in exchange for an interest in the mortgage loans or other property will equal the fair market value of such interests in the mortgage loans or other property.  Accordingly, if one or more classes of REMIC Certificates are retained initially rather than sold, the REMIC Administrator may be required to estimate the fair market value of such interests in order to determine the basis of the REMIC in the mortgage loans and other property held by the REMIC.

The method of accrual by the REMIC of original issue discount income and market discount income with respect to mortgage loans that it holds will be equivalent to the method for accruing original issue discount income for holders of REMIC Regular Certificates (that is, under the constant yield method taking into account the Prepayment Assumption), but without regard to the de minimis rule applicable to REMIC Regular Certificates.  However, a REMIC that acquires loans at a market discount must include such market discount in income currently, as it accrues, on a constant yield basis.  See “—Taxation of Owners of REMIC Regular Certificates” above, which describes a method for accruing such discount income that is analogous to that required to be used by a REMIC as to mortgage loans with market discount that it holds.

A mortgage loan will be deemed to have been acquired with discount (or premium) to the extent that the REMIC’s basis in that mortgage loan, determined as described in the preceding paragraph, is less than (or greater than) its stated redemption price.  Any such discount will be includible in the income of the REMIC as it accrues, in advance of receipt of the cash attributable to such income, under a method similar to the method described above for accruing original issue discount on the REMIC Regular Certificates.  It is anticipated that each REMIC will elect under Section 171 of the Code to amortize any premium on the mortgage loans.  Premium on any mortgage loan to which such election applies may be amortized under a constant yield method, presumably taking into account a Prepayment Assumption.  Further, such an election would not apply to any mortgage loan originated on or before September 27, 1985.  Instead, premium on such a mortgage loan should be allocated among the principal payments thereon and be deductible by the REMIC as those payments become due or upon the prepayment of such mortgage loan.

A REMIC will be allowed deductions for interest (including original issue discount) on the REMIC Regular Certificates (including any other class of REMIC Certificates constituting “regular interests” in the REMIC not offered hereby) equal to the deductions that would be allowed if the REMIC Regular Certificates (including any other class of REMIC Certificates constituting “regular interests” in the REMIC not offered hereby) were indebtedness of the REMIC.  Original issue discount will be considered to accrue for this purpose as described above under “—Taxation of Owners of REMIC Regular Certificates—Original Issue Discount”, except that the de minimis rule and the adjustments for subsequent holders of REMIC Regular Certificates (including any other class of REMIC Certificates constituting “regular interests” in the REMIC not offered hereby) described in that section will not apply.

If a class of REMIC Regular Certificates is issued with an Issue Premium, the REMIC will have additional income in each taxable year in an amount equal to the portion of the Issue Premium that is considered to be amortized or repaid in that year.  Although the matter is not entirely certain, it is likely that Issue Premium would be amortized under a constant yield method in a manner analogous to the method of accruing original issue discount described above under “—Taxation of Owners of REMIC Regular Certificates—Original Issue Discount”.

As a general rule, the taxable income of a REMIC will be determined in the same manner as if the REMIC were an individual having the calendar year as its taxable year and using the accrual method of accounting.  However, no

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item of income, gain, loss or deduction allocable to a prohibited transaction will be taken into account.  See “—Prohibited Transactions Tax and Other Taxes” below.  Further, the limitation on miscellaneous itemized deductions imposed on individuals by Section 67 of the Code (which allows such deductions only to the extent they exceed in the aggregate two percent of the taxpayer’s adjusted gross income) will not be applied at the REMIC level so that the REMIC will be allowed deductions for servicing, administrative and other non-interest expenses in determining its taxable income.  All such expenses will be allocated as a separate item to the holders of REMIC Certificates, subject to the limitation of Section 67 of the Code.  See “—Possible Pass-Through of Miscellaneous Itemized Deductions” below.  If the deductions allowed to the REMIC exceed its gross income for a calendar quarter, such excess will be the net loss for the REMIC for that calendar quarter.

Basis Rules, Net Losses and Distributions.  The adjusted basis of a REMIC Residual Certificate will be equal to the amount paid for such REMIC Residual Certificate, increased by amounts included in the income of the REMIC Residual Certificateholder and decreased (but not below zero) by distributions made, and by net losses allocated, to such REMIC Residual Certificateholder.

A REMIC Residual Certificateholder is not allowed to take into account any net loss for any calendar quarter to the extent such net loss exceeds such REMIC Residual Certificateholder’s adjusted basis in its REMIC Residual Certificate as of the close of such calendar quarter (determined without regard to such net loss).  Any loss that is not currently deductible by reason of this limitation may be carried forward indefinitely to future calendar quarters and, subject to the same limitation, may be used only to offset income from the REMIC Residual Certificate.  The ability of REMIC Residual Certificateholders to deduct net losses may be subject to additional limitations under the Code, as to which REMIC Residual Certificateholders should consult their tax advisors.

Any distribution on a REMIC Residual Certificate will be treated as a nontaxable return of capital to the extent it does not exceed the holder’s adjusted basis in such REMIC Residual Certificate.  To the extent a distribution on a REMIC Residual Certificate exceeds such adjusted basis, it will be treated as gain from the sale of such REMIC Residual Certificate.  Holders of certain REMIC Residual Certificates may be entitled to distributions early in the term of the related REMIC under circumstances in which their bases in such REMIC Residual Certificates will not be sufficiently large that such distributions will be treated as nontaxable returns of capital.  Their bases in such REMIC Residual Certificates will initially equal the amount paid for such REMIC Residual Certificates and will be increased by their allocable shares of taxable income of the REMIC.  However, such bases increases may not occur until the end of the calendar quarter, or perhaps the end of the calendar year, with respect to which such REMIC taxable income is allocated to the REMIC Residual Certificateholders.  To the extent such REMIC Residual Certificateholders’ initial bases are less than the distributions to such REMIC Residual Certificateholders, and increases in such initial bases either occur after such distributions or (together with their initial bases) are less than the amount of such distributions, gain will be recognized to such REMIC Residual Certificateholders on such distributions and will be treated as gain from the sale of their REMIC Residual Certificates.

The effect of these rules is that a REMIC Residual Certificateholder may not amortize its basis in a REMIC Residual Certificate, but may only recover its basis through distributions, through the deduction of any net losses of the REMIC or upon the sale of its REMIC Residual Certificate.  See “—Sales of REMIC Certificates” below.  For a discussion of possible modifications of these rules that may require adjustments to income of a holder of a REMIC Residual Certificate other than an original holder in order to reflect any difference between the cost of such REMIC Residual Certificate to such REMIC Residual Certificateholder and the adjusted basis such REMIC Residual Certificate would have in the hands of an original holder see “—Taxation of Owners of REMIC Residual Certificates—General” above.

Regulations have been issued addressing the federal income tax treatment of “inducement fees” received by transferees of non-economic 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 are permitted to be included in income (i) 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 (ii) 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 non-economic residual interest sells or otherwise disposes of the non-economic residual interest, any unrecognized portion of the inducement fee is required to be taken into account at

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the time of the sale of disposition.  Prospective purchasers of the REMIC Residual Certificates should consult with their tax advisors regarding the effect of these regulations.

Excess Inclusions.  Any “excess inclusions” with respect to a REMIC Residual Certificate will be subject to federal income tax in all events.  In general, the “excess inclusions” with respect to a REMIC Residual Certificate for any calendar quarter will be the excess, if any, of (1) the daily portions of REMIC taxable income allocable to such REMIC Residual Certificate over (2) the sum of the “daily accruals” (as defined below) for each day during such quarter that such REMIC Residual Certificate was held by such REMIC Residual Certificateholder.  The daily accruals of a REMIC Residual Certificateholder will be determined by allocating to each day during a calendar quarter its ratable portion of the product of the “adjusted issue price” of the REMIC Residual Certificate at the beginning of the calendar quarter and 120% of the “long-term Federal rate” in effect on the Closing Date.  For this purpose, the adjusted issue price of a REMIC Residual Certificate as of the beginning of any calendar quarter will be equal to the issue price of the REMIC Residual Certificate, increased by the sum of the daily accruals for all prior quarters and decreased (but not below zero) by any distributions made with respect to such REMIC Residual Certificate before the beginning of such quarter.  The issue price of a REMIC Residual Certificate is the initial offering price to the public (excluding bond houses and brokers) at which a substantial amount of the REMIC Residual Certificates were sold.  The “long-term Federal rate” is an average of current yields on Treasury securities with a remaining term of greater than nine years, computed and published monthly by the IRS.

For REMIC Residual Certificateholders, an excess inclusion (1) will not be permitted to be offset by deductions, losses or loss carryovers from other activities, (2) will be treated as “unrelated business taxable income” to an otherwise tax-exempt organization and (3) will not be eligible for any rate reduction or exemption under any applicable tax treaty with respect to the 30% United States withholding tax imposed on distributions to REMIC Residual Certificateholders that are foreign investors.  See, however, “—Foreign Investors in REMIC Certificates” below.

In the case of any REMIC Residual Certificates held by a real estate investment trust, the aggregate excess inclusions with respect to such REMIC Residual Certificates, reduced (but not below zero) by the real estate investment trust taxable income (within the meaning of Section 857(b)(2) of the Code, excluding any net capital gain), will be allocated among the shareholders of such trust in proportion to the dividends received by such shareholders from such trust, and any amount so allocated will be treated as an excess inclusion with respect to a REMIC Residual Certificate as if held directly by such shareholder.  Treasury regulations yet to be issued could apply a similar rule to regulated investment companies, common trust funds and certain cooperatives; the REMIC Regulations currently do not address this subject.

In addition, under temporary and final Treasury regulations, effective August 1, 2006, a U.S. partnership that holds any REMIC Residual Certificates and has a partner who is a non-U.S. person (in contravention of the Pooling and Servicing Agreement) will be required to pay withholding tax in respect of any “excess inclusion” income allocable to such foreign partner, even if no cash distributions are made to such partner.

Tax and Restrictions on Transfers of REMIC Residual Certificates to Certain Organizations.  If a REMIC Residual Certificate is transferred to a “disqualified organization” (as defined below), a tax would be imposed in an amount (determined under the REMIC Regulations) equal to the product of (1) the present value (discounted using the “applicable Federal rate” for obligations whose term ends on the close of the last quarter in which excess inclusions are expected to accrue with respect to the REMIC Residual Certificate) of the total anticipated excess inclusions with respect to such REMIC Residual Certificate for periods after the transfer and (2) the highest marginal federal income tax rate applicable to corporations.  The anticipated excess inclusions must be determined as of the date that the REMIC Residual Certificate is transferred and must be based on events that have occurred up to the time of such transfer, the Prepayment Assumption and any required or permitted clean up calls or required liquidation provided for in the REMIC’s organizational documents.  Such a tax generally would be imposed on the transferor of the REMIC Residual Certificate, except that where such transfer is through an agent for a disqualified organization, the tax would instead be imposed on such agent.  However, a transferor of a REMIC 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.  Moreover, an entity will not qualify as a REMIC unless there are reasonable arrangements designed to ensure that (1) residual interests in such entity are not held by disqualified organizations and (2) information necessary for the application of the tax described herein will

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be made available.  Restrictions on the transfer of REMIC Residual Certificates and certain other provisions that are intended to meet this requirement will be included in each Pooling and Servicing Agreement, and will be discussed in any prospectus supplement relating to the offering of any REMIC Residual Certificate.

In addition, if a “pass-through entity” (as defined below) includes in income excess inclusions with respect to a REMIC Residual Certificate, and a disqualified organization is the record holder of an interest in such entity, then a tax will be imposed on such entity equal to the product of (1) the amount of excess inclusions on the REMIC Residual Certificate that are allocable to the interest in the pass-through entity held by such disqualified organization and (2) the highest marginal federal income tax rate imposed on corporations.  A pass-through entity will not be subject to this tax for any period, however, if each record holder of an interest in such pass-through entity furnishes to such pass-through entity (1) such holder’s social security number and a statement under penalties of perjury that such social security number is that of the record holder or (2) a statement under penalties of perjury that such record holder is not a disqualified organization.

If an “electing large partnership” holds a REMIC 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 Section 860E(e) of the Code.  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, a “disqualified organization” means (1) the United States, any State or political subdivision thereof, any foreign government, any international organization, or any agency or instrumentality of the foregoing (but would not include instrumentalities described in Section 168(h)(2)(D) of the Code or the Federal Home Loan Mortgage Corporation), (2) any organization (other than a cooperative described in Section 521 of the Code) that is exempt from federal income tax, unless it is subject to the tax imposed by Section 511 of the Code or (3) any organization described in Section 1381(a)(2)(C) of the Code.  In addition, a “pass-through entity” means any regulated investment company, real estate investment trust, trust, partnership or certain other entities described in Section 860E(e)(6) of the Code.  In addition, a person holding an interest in a pass-through entity as a nominee for another person will, with respect to such interest, be treated as a pass-through entity.  For these purposes, an “electing large partnership” means a partnership (other than a service partnership or certain commodity pools) having more than 100 members that has elected to apply certain simplified reporting provisions under the Code.

Noneconomic REMIC Residual Certificates.  Under the REMIC Regulations, transfers of “noneconomic” REMIC Residual Certificates will be disregarded for all federal income tax purposes if “a significant purpose of the transfer was to enable the transferor to impede the assessment or collection of tax”.  If such transfer is disregarded, the purported transferor will continue to remain liable for any taxes due with respect to the income on such “noneconomic” REMIC Residual Certificate.  The REMIC Regulations provide that a REMIC Residual Certificate is noneconomic unless, based on the Prepayment Assumption and on any required or permitted clean up calls, or required liquidation provided for in the REMIC’s organizational documents, (1) the present value of the expected future distributions (discounted using the “applicable Federal rate” for obligations whose term ends on the close of the last quarter in which excess inclusions are expected to accrue with respect to the REMIC Residual Certificate, which rate is computed and published monthly by the IRS) on the REMIC Residual Certificate equals at least the present value of the expected tax on the anticipated excess inclusions, and (2) the transferor reasonably expects that the transferee will receive distributions with respect to the REMIC Residual Certificate at or after the time the taxes accrue on the anticipated excess inclusions in an amount sufficient to satisfy the accrued taxes.  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 (1) 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, (2) 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 (3) the transferee represents to the transferor that it will not cause income from the REMIC Residual Certificate to be attributable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of the

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transferee or any other person.  Accordingly, all transfers of REMIC Residual Certificates that may constitute noneconomic residual interests will be subject to certain restrictions under the terms of the related Pooling and Servicing Agreement that are intended to reduce the possibility of any such transfer being disregarded.  Such restrictions will require the transferee to provide an affidavit to certify to the matters in the preceding sentence.  The transferor must have no actual knowledge or reason to know that those statements are false.

In addition to the three conditions set forth above, the REMIC Regulations contain a fourth requirement that must be satisfied in one of two alternative ways for the transferor to have a “safe harbor” against ignoring the transfer:

(1)      the present value of the anticipated tax liabilities associated with holding the noneconomic residual interest 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 the computations under this “minimum transfer price” alternative, the transferee is assumed to pay tax at the highest rate of tax specified in Section 11(b)(1) of the Code (currently 35%) or, in certain circumstances, the minimum tax rate specified in Section 55 of the Code.  Further, present values generally are computed using a discount rate equal to the short-term Federal rate set forth in Section 1274(d) of the Code for the month of the transfer and the compounding period used by the transferee.  The fourth requirement for the “safe harbor” under the REMIC Regulations may also be satisfied by the following second alternative method:

(2)       (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 asset 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 REMIC 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 REMIC Residual Certificate will not be paid by the transferee.

The related prospectus supplement will disclose whether offered REMIC Residual Certificates may be considered “noneconomic” residual interests under the REMIC Regulations; provided, however, any disclosure that a REMIC Residual Certificate will not be considered “noneconomic” will be based upon certain assumptions, and the Depositor will make no representation that a REMIC Residual Certificate will not be considered “noneconomic” for purposes of the above-described rules.  See “—Foreign Investors in REMIC Certificates” below for additional restrictions applicable to transfers of certain REMIC Residual Certificates to foreign persons.

Sale or Exchange of REMIC Certificates.  If a REMIC Residual Certificate is sold, the selling certificateholder will recognize gain or loss equal to the difference between the amount realized on the sale and its adjusted basis in the REMIC Residual Certificate.  The adjusted basis of a REMIC Residual Certificate will be determined as described above under “—Taxation of Owners of REMIC Residual Certificates—Basis Rules, Net Losses and Distributions”.  Except as provided in the following four paragraphs, any such gain or loss will be capital gain or loss; provided such REMIC Residual Certificate is held as a capital asset (generally, property held for investment) within the meaning of Section 1221 of the Code.  The Code as of the date of this prospectus provides for tax rates for individuals on ordinary income that are higher than the tax rates for long-term capital gains of individuals for property held for more than one year.  No such rate differential exists for corporations.  In addition, the distinction between a capital gain or loss and ordinary income or loss remains relevant for other purposes.

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Gain from the sale of a REMIC Residual Certificate that might otherwise be a capital gain will be treated as ordinary income to the extent such gain does not exceed the excess, if any, of (1) the amount that would have been includible in the seller’s income with respect to such REMIC Residual Certificate assuming that income had accrued thereon at a rate equal to 110% of the “applicable Federal rate” (generally, a rate based on an average of current yields on treasury securities having a maturity comparable to that of the certificate based on the application of the Prepayment Assumption to such certificate), determined as of the date of purchase of such REMIC Residual Certificate, over (2) the amount of ordinary income actually includible in the seller’s income prior to such sale.  In addition, gain recognized on the sale of a REMIC Residual Certificate by a seller who purchased such REMIC Residual Certificate at a market discount will be taxable as ordinary income in an amount not exceeding the portion of such discount that accrued during the period such REMIC Residual Certificate was held by such holder, reduced by any market discount included in income under the rules described above under “—Taxation of Owners of REMIC Regular Certificates—Market Discount” and “—Premium”.

REMIC Residual Certificates will be “evidences of indebtedness” within the meaning of Section 582(c)(1) of the Code, so that gain or loss recognized from the sale of a REMIC Residual Certificate by a bank or thrift institution to which such Section applies will be ordinary income or loss.

A portion of any gain from the sale of a REMIC Residual Certificate that might otherwise be capital gain may be treated as ordinary income to the extent that such Certificate is held as part of a “conversion transaction” within the meaning of Section 1258 of the Code.  A conversion transaction generally is one in which the taxpayer has taken two or more positions in the same or similar property that reduce or eliminate market risk, if substantially all of the taxpayer’s return is attributable to the time value of the taxpayer’s net investment in such transaction.  The amount of gain so realized in a conversion transaction that is recharacterized as ordinary income generally will not exceed the amount of interest that would have accrued on the taxpayer’s net investment at 120% of the appropriate “applicable Federal rate” at the time the taxpayer enters into the conversion transaction, subject to appropriate reduction for prior inclusion of interest and other ordinary income items from the transaction.

Finally, a taxpayer may elect to have net capital gain taxed at ordinary income rates rather than capital gains rates in order to include such net capital gain in total net investment income for the taxable year, for purposes of the rule that limits the deduction of interest on indebtedness incurred to purchase or carry property held for investment to a taxpayer’s net investment income.

Except as may be provided in Treasury Department regulations yet to be issued, if the seller of a REMIC Residual Certificate reacquires such REMIC Residual Certificate, or acquires any other residual interest in a REMIC or any similar interest in a “taxable mortgage pool” (as defined in Section 7701(i) of the Code) during the period beginning six months before, and ending six months after, the date of such sale, such sale will be subject to the “wash sale” rules of Section 1091 of the Code.  In that event, any loss realized by the REMIC Residual Certificateholder on the sale will not be deductible, but instead will be added to such REMIC Residual Certificateholder’s adjusted basis in the newly-acquired asset.

Mark-to-Market Rules.  The IRS has issued regulations, 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 owned by a dealer, except to the extent that the dealer has specifically identified a security as held for investment.  The mark-to-market regulations provide that for purposes of this requirement, a REMIC Residual Certificate will not be treated as a security and thus generally may not be marked to market.

Prohibited Transactions Tax and Other Taxes.  The Code imposes a tax on REMICs equal to 100% of the net income derived from “prohibited transactions”.  In general, subject to certain specified exceptions a prohibited transaction means the disposition of a mortgage loan, the receipt of income from a source other than a mortgage loan or certain other permitted investments, the receipt of compensation for services, or gain from the disposition of an asset purchased with the payments on the mortgage loans for temporary investment pending distribution on the REMIC Certificates.  It is not anticipated that any REMIC will engage in any prohibited transactions in which it would recognize a material amount of net income.

In addition, certain contributions to a REMIC made after the day on which the REMIC issues all of its interests could result in the imposition of a tax on the REMIC equal to 100% of the value of the contributed property.  Each

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Pooling and Servicing Agreement will include provisions designed to prevent the acceptance of any contributions that would be subject to such tax.

REMICs also are 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.  “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.  As provided in each Pooling and Servicing Agreement, a REMIC may recognize “net income from foreclosure property” subject to federal income tax to the extent that the REMIC Administrator determines that such method of operation will result in a greater after-tax return to the trust fund than any other method of operation.

Unless otherwise disclosed in the related prospectus supplement, it is not anticipated that any material state or local income or franchise tax will be imposed on any REMIC.

Unless otherwise stated in the related prospectus supplement, and to the extent permitted by then applicable laws, any prohibited transactions tax or contributions tax will be borne by the related REMIC administrator, master servicer, special servicer, manager or trustee, in any case out of its own funds; provided that such person has sufficient assets to do so; and provided, further, that such tax arises out of a breach of such person’s obligations under the related Pooling and Servicing Agreement and in respect of compliance with applicable laws and regulations.  Any such tax not borne by a REMIC administrator, a master servicer, special servicer, manager or trustee will be charged against the related trust fund resulting in a reduction in amounts payable to holders of the related REMIC Certificates.

Termination.  A REMIC will terminate immediately after the Distribution Date following receipt by the REMIC of the final payment in respect of the mortgage loans or upon a sale of the REMIC’s assets following the adoption by the REMIC of a plan of complete liquidation.  The last distribution on a REMIC Regular Certificate will be treated as a payment in retirement of a debt instrument.  In the case of a REMIC Residual Certificate, if the last distribution on such REMIC Residual Certificate is less than the REMIC Residual Certificateholder’s adjusted basis in such Certificate, such REMIC Residual Certificateholder should (but may not) be treated as realizing a loss equal to the amount of such difference, and such loss may be treated as a capital loss.

Reporting and Other Administrative Matters.  Solely for purposes of the administrative provisions of the Code, the REMIC will be treated as a partnership and REMIC Residual Certificateholders will be treated as partners.  Unless otherwise stated in the related prospectus supplement, the holder of the largest percentage interest in a class of REMIC Residual Certificates will be the “tax matters person” with respect to the related REMIC, and the REMIC administrator will file REMIC federal income tax returns on behalf of the related REMIC, and will be designated as and will act as agent of, and attorney-in-fact for, the tax matters person with respect to the REMIC in all respects.

As the tax matters person, the REMIC administrator, subject to certain notice requirements and various restrictions and limitations, generally will have the authority to act on behalf of the REMIC and the REMIC Residual Certificateholders in connection with the administrative and judicial review of items of income, deduction, gain or loss of the REMIC, as well as the REMIC’s classification.  REMIC Residual Certificateholders generally will be required to report such REMIC items consistently with their treatment on the related REMIC’s tax return and may in some circumstances be bound by a settlement agreement between the REMIC Administrator, as tax matters person, and the IRS concerning any such REMIC item.  Adjustments made to the REMIC tax return may require a REMIC Residual Certificateholder to make corresponding adjustments on its return, and an audit of the REMIC’s tax return, or the adjustments resulting from such an audit, could result in an audit of a REMIC Residual Certificateholder’s return.  Any person that holds a REMIC Residual Certificate as a nominee for another person may be required to furnish to the related REMIC, in a manner to be provided in Treasury Department regulations, the name and address of such person and other information.

Reporting of interest income, including any original issue discount, with respect to REMIC Regular Certificates is required annually, and may be required more frequently under Treasury Department regulations.  These information reports generally are required to be sent to individual holders of REMIC Regular Interests and the IRS; holders of REMIC Regular Certificates that are corporations, trusts, securities dealers and certain other non-individuals will be provided interest and original issue discount income information and the information set forth in the following paragraph upon request in accordance with the requirements of the applicable regulations.  The

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information must be provided by the later of 30 days after the end of the quarter for which the information was requested, or two weeks after the receipt of the request.  Reporting with respect to REMIC Residual Certificates, including income, excess inclusions, investment expenses and relevant information regarding qualification of the REMIC’s assets will be made as required under the Treasury Department regulations, generally on a quarterly basis.

As applicable, the REMIC Regular Certificate information reports will include a statement of the adjusted issue price of the REMIC Regular Certificate at the beginning of each accrual period.  In addition, the reports will include information required by regulations with respect to computing the accrual of any market discount.  Because exact computation of the accrual of market discount on a constant yield method would require information relating to the holder’s purchase price that the REMIC may not have, such regulations only require that information pertaining to the appropriate proportionate method of accruing market discount be provided.  See “—Taxation of Owners of REMIC Regular Certificates—Market Discount”.

Unless otherwise specified in the related prospectus supplement, the responsibility for complying with the foregoing reporting rules will be borne by the REMIC administrator.

Possible Pass-Through of Miscellaneous Itemized Deductions.  Fees and expenses of a REMIC generally will be allocated to certain types of holders of the related REMIC Residual Certificates.  The applicable Treasury regulations indicate, however, in the case of a REMIC that is similar to a single class grantor trust, all or a portion of such fees and expenses should be allocated to such types of holders of the related REMIC Regular Certificates.  Unless otherwise stated in the related prospectus supplement, such fees and expenses will be allocated to the related REMIC Residual Certificates in their entirety and not to the holders of the related REMIC Regular Certificates.

With respect to REMIC Residual Certificates or REMIC Regular Certificates the holders of which receive an allocation of fees and expenses in accordance with the preceding discussion, if any holder thereof is an individual, estate or trust, or a “pass-through entity” beneficially owned by one or more individuals, estates or trusts, (1) an amount equal to such individual’s, estate’s or trust’s share of such fees and expenses will be added to the gross income of such holder and (2) such individual’s, estate’s or trust’s share of such fees and expenses will be treated as a miscellaneous itemized deduction allowable subject to the limitation of Section 67 of the Code, which permits such deductions only to the extent they exceed in the aggregate 2% of a taxpayer’s adjusted gross income.  In addition, Section 68 of the Code provides that the amount of itemized deductions otherwise allowable for an individual whose adjusted gross income exceeds a specified amount will be reduced by the lesser of (1) 3% of the excess of the individual’s adjusted gross income over such amount or (2) 80% of the amount of itemized deductions otherwise allowable for the taxable year.  The amount of additional taxable income reportable by REMIC Certificateholders that are subject to the limitations of either Section 67 or Section 68 of the Code may be substantial.  Furthermore, in determining the alternative minimum taxable income of such a holder of a REMIC Certificate that is an individual, estate or trust, or a “pass-through entity” beneficially owned by one or more individuals, estates or trusts, no deduction will be allowed for such holder’s allocable portion of servicing fees and other miscellaneous itemized deductions of the REMIC, even though an amount equal to the amount of such fees and other deductions will be included in such holder’s gross income.  Accordingly, such REMIC Certificates may not be appropriate investments for individuals, estates, or trusts, or pass-through entities beneficially owned by one or more individuals, estates or trusts.  Such prospective investors are encouraged to consult with their tax advisors prior to making an investment in such certificates.

Backup Withholding with Respect to REMIC Certificates.  Payments of interest and principal, and proceeds from the sale of REMIC Certificates, may be subject to the “backup withholding tax” at a rate of 28% unless the recipient of such payments is a U.S. Person and provides IRS Form W-9 with the correct taxpayer identification number; is a non-U.S. Person and provides IRS 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 deducted and withheld from a distribution to a recipient would be allowed as a credit against such recipient’s federal income tax.  Information reporting requirements may also apply regardless of whether withholding is required.  Furthermore, certain penalties may be imposed by the IRS on a recipient of payments that is required to supply information but that does not do so in the proper manner.

Foreign Investors in REMIC Certificates.

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General.  A REMIC Regular Certificateholder that is not a U.S. Person and is not subject to federal income tax as a result of any direct or indirect connection to the United States in addition to its ownership of a REMIC Regular Certificate will not, unless otherwise disclosed in the related prospectus supplement, be subject to United States federal income or withholding tax in respect of a distribution on a REMIC Regular Certificate; provided that the holder provides appropriate documentation.  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 REMIC 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 REMIC 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 custodian, a broker, nominee or otherwise as an agent for the beneficial owner of a REMIC 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.

It is possible that the IRS may assert that the foregoing tax exemption should not apply with respect to a REMIC Regular Certificate held by a REMIC Residual Certificateholder that owns directly or indirectly a 10% or greater interest in the REMIC Residual Certificates.  If the holder does not qualify for exemption, distributions of interest, including distributions in respect of accrued original issue discount, to such holder may be subject to a tax rate of 30%.

In addition, the foregoing rules will not apply to exempt a United States shareholder of a controlled foreign corporation from taxation on such United States shareholder’s allocable portion of the interest income received by such controlled foreign corporation.

Further, it appears that a REMIC Regular Certificate would not be included in the estate of a nonresident alien individual and would not be subject to United States estate taxes.  However, certificateholders who are nonresident alien individuals should consult their tax advisors concerning this question.

Unless otherwise stated in the related prospectus supplement, transfers of REMIC Residual Certificates to investors that are not United States Persons will be prohibited under the related Pooling and Servicing Agreement.  See “—Noneconomic REMIC Residual Certificates” above concerning the disregard of certain transfers having tax avoidance potential, and see “—Excess Inclusions” regarding the withholding obligations of U .S. partnerships having non-U.S. persons as partners.

FATCA.  Under the “Foreign Account Tax Compliance Act” (“FATCA”) provisions of the Hiring Incentives to Restore Employment Act, a 30% withholding tax is generally imposed on certain payments, including U.S.-source interest on or after July 1, 2014, and gross proceeds from the disposition of debt obligations that give rise to U.S.-source interest on or after January 1, 2017,  to “foreign financial institutions” and certain other foreign financial entities if those foreign entities fail to comply with the requirements of FATCA.  The REMIC administrator will be required to withhold amounts under FATCA on payments made to holders who are subject to the FATCA requirements and who fail to provide the REMIC administrator with proof that they have complied with such requirements.

Payments on debt obligations, such as the certificates, that are outstanding on or before July 1, 2014 are not subject to FATCA.  Prospective investors should consult their tax advisors regarding the applicability of FATCA to their certificates.

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

Grantor Trust Funds

Classification of Grantor Trust Funds.  With respect to each series of Grantor Trust Certificates, in the opinion of counsel to the Depositor for such series, assuming compliance with all provisions of the related Pooling and Servicing Agreement, the related Grantor Trust Fund will be classified as a grantor trust under subpart E, part I of subchapter J of the Code and not as a partnership or an association taxable as a corporation.  The following general discussion of the anticipated federal income tax consequences of the purchase, ownership and disposition of Grantor Trust Certificates, to the extent it relates to matters of law or legal conclusions with respect thereto, represents the opinion of counsel to the Depositor for the applicable series as specified in the related prospectus supplement, subject to any qualifications set forth in this prospectus.  In addition, counsel to the Depositor has prepared or reviewed the statements in this prospectus under the heading “MATERIAL FEDERAL INCOME TAX CONSEQUENCES—Grantor Trust Funds”, and is of the opinion that such statements are correct in all material respects.  Such statements are intended as an explanatory discussion of the possible effects of the classification of any Grantor Trust Fund as a grantor trust for federal income tax purposes on investors generally and of related tax matters affecting investors generally, but do not purport to furnish information in the level of detail or with the attention to an investor’s specific tax circumstances that would be provided by an investor’s own tax advisor.  Accordingly, each investor is advised to consult its own tax advisors with regard to the tax consequences to it of investing in Grantor Trust Certificates.

Characterization of Investments in Grantor Trust Certificates.

Grantor Trust Fractional Interest Certificates.  In the case of Grantor Trust Fractional Interest Certificates, unless otherwise disclosed in the related prospectus supplement, counsel to the Depositor will deliver an opinion that, in general, Grantor Trust Fractional Interest Certificates will represent interests in (1) “loans . . . secured by an interest in real property” within the meaning of Section 7701(a)(19)(C)(v) of the Code when owned by a “domestic building and loan association”; (2) “obligation[s] (including any participation or certificate of beneficial ownership therein) which . . . [are] principally secured by an interest in real property” within the meaning of Section 860G(a)(3) of the Code to the extent that the assets of the Grantor Trust Fund consist of “qualified mortgages” within the meaning of Section 860G(a)(3) of the Code; and (3) ”real estate assets” within the meaning of Section 856(c)(5)(B) of the Code to the extent that the assets of the Grantor Trust Fund are qualified assets.  In addition, counsel to the Depositor will deliver an opinion that interest on Grantor Trust Fractional Interest Certificates will to the same extent be considered “interest on obligations secured by mortgages on real property or on interests in real property” within the meaning of Section 856(c)(3)(B) of the Code.

Grantor Trust Strip Certificates.  Even if Grantor Trust Strip Certificates evidence an interest in a Grantor Trust Fund consisting of mortgage loans that are “loans . . . secured by an interest in real property” within the meaning of Section 7701(a)(19)(C)(v) of the Code and “real estate assets” within the meaning of Section 856(c)(5)(B) of the Code, and the interest on which is “interest on obligations secured by mortgages on real property” within the meaning of Section 856(c)(3)(B) of the Code, it is unclear whether the Grantor Trust Strip Certificates, and the income therefrom, will be so characterized.  However, the policies underlying such sections (namely, to encourage or require investments in mortgage loans by thrift institutions and real estate investment trusts) may suggest that such characterization is appropriate.  Counsel to the Depositor will not deliver any opinion on these questions.  Prospective purchasers to which such characterization of an investment in Grantor Trust Strip Certificates is material should consult their tax advisors regarding whether the Grantor Trust Strip Certificates, and the income therefrom, will be so characterized.

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The Grantor Trust Strip Certificates will be “obligation[s] (including any participation or Certificate of beneficial ownership therein) which . . . [are] principally secured by an interest in real property” within the meaning of Section 860G(a)(3)(A) of the Code.

Taxation of Owners of Grantor Trust Fractional Interest Certificates.

General.  Holders of a particular series of Grantor Trust Fractional Interest Certificates generally will be required to report on their federal income tax returns their shares of the entire income from the mortgage loans (including amounts used to pay reasonable servicing fees and other expenses) and will be entitled to deduct their shares of any such reasonable servicing fees and other expenses.  Because of stripped interests, market or original issue discount, or premium, the amount includible in income on account of a Grantor Trust Fractional Interest Certificate may differ significantly from the amount distributable thereon representing interest on the mortgage loans.  Under Section 67 of the Code, an individual, estate or trust holding a Grantor Trust Fractional Interest Certificate directly or through certain pass-through entities will be allowed a deduction for such reasonable servicing fees and expenses only to the extent that the aggregate of such holder’s miscellaneous itemized deductions exceeds two percent of such holder’s adjusted gross income.  In addition, Section 68 of the Code provides that the amount of itemized deductions otherwise allowable for an individual whose adjusted gross income exceeds a specified amount will be reduced by the lesser of (1) 3% of the excess of the individual’s adjusted gross income over such amount or (2) 80% of the amount of itemized deductions otherwise allowable for the taxable year.  The amount of additional taxable income reportable by holders of Grantor Trust Fractional Interest Certificates who are subject to the limitations of either Section 67 or Section 68 of the Code may be substantial.  Further, certificateholders (other than corporations) subject to the alternative minimum tax may not deduct miscellaneous itemized deductions in determining such holder’s alternative minimum taxable income.  Although it is not entirely clear, it appears that in transactions in which multiple classes of Grantor Trust Certificates (including Grantor Trust Strip Certificates) are issued, such fees and expenses should be allocated among the classes of Grantor Trust Certificates using a method that recognizes that each such class benefits from the related services.  In the absence of statutory or administrative clarification as to the method to be used, it currently is intended to base information returns or reports to the IRS and certificateholders on a method that allocates such expenses among classes of Grantor Trust Certificates with respect to each period based on the distributions made to each such class during that period.

The federal income tax treatment of Grantor Trust Fractional Interest Certificates of any series will depend on whether they are subject to the “stripped bond” rules of Section 1286 of the Code.  Grantor Trust Fractional Interest Certificates may be subject to those rules if (1) a class of Grantor Trust Strip Certificates is issued as part of the same series of certificates or (2) the Depositor or any of its affiliates retains (for its own account or for purposes of resale) a right to receive a specified portion of the interest payable on a mortgage asset.  Further, the IRS has ruled that an unreasonably high servicing fee retained by a seller or servicer will be treated as a retained ownership interest in mortgages that constitutes a stripped coupon.  The related prospectus supplement will include information regarding servicing fees paid to a master servicer, a special servicer, any sub-servicer or their respective affiliates.

If Stripped Bond Rules Apply.  If the stripped bond rules apply, each Grantor Trust Fractional Interest Certificate will be treated as having been issued with “original issue discount” within the meaning of Section 1273(a) of the Code, subject, however, to the discussion below regarding the treatment of certain stripped bonds as market discount bonds and the discussion regarding de minimis market discount.  See “—Market Discount” below.  Under the stripped bond rules, the holder of a Grantor Trust Fractional Interest Certificate (whether a cash or accrual method taxpayer) will be required to report interest income from its Grantor Trust Fractional Interest Certificate for each month in an amount equal to the income that accrues on such Certificate in that month calculated under a constant yield method, in accordance with the rules of the Code relating to original issue discount.

The original issue discount on a Grantor Trust Fractional Interest Certificate will be the excess of such Certificate’s stated redemption price over its issue price.  The issue price of a Grantor Trust Fractional Interest Certificate as to any purchaser will be equal to the price paid by such purchaser of the Grantor Trust Fractional Interest Certificate.  The stated redemption price of a Grantor Trust Fractional Interest Certificate will be the sum of all payments to be made on such certificate, other than “qualified stated interest”, if any, as well as such certificate’s share of reasonable servicing fees and other expenses.  See “—If Stripped Bond Rules Do Not Apply” for a definition of “qualified stated interest”.  In general, the amount of such income that accrues in any month would equal the product of such holder’s adjusted basis in such Grantor Trust Fractional Interest Certificate at the beginning of such

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month (see “—Sales of Grantor Trust Certificates” below) and the yield of such Grantor Trust Fractional Interest Certificate to such holder.  Such yield would be computed as the rate (compounded based on the regular interval between payment dates) that, if used to discount the holder’s share of future payments on the mortgage loans, would cause the present value of those future payments to equal the price at which the holder purchased such certificate.  In computing yield under the stripped bond rules, a certificateholder’s share of future payments on the mortgage loans will not include any payments made in respect of any ownership interest in the mortgage loans retained by the Depositor, the master servicer, the special servicer, any sub-servicer or their respective affiliates, but will include such certificateholder’s share of any reasonable servicing fees and other expenses.

Section 1272(a)(6) of the Code requires (1) the use of a reasonable prepayment assumption in accruing original issue discount and (2) adjustments in the accrual of original issue discount when prepayments do not conform to the prepayment assumption, with respect to certain categories of debt instruments, and regulations could be adopted applying those provisions to the Grantor Trust Fractional Interest Certificates.  It is unclear whether those provisions would be applicable to the Grantor Trust Fractional Interest Certificates or whether use of a reasonable prepayment assumption may be required or permitted without reliance on these rules.  It is also uncertain, if a prepayment assumption is used, whether the assumed prepayment rate would be determined based on conditions at the time of the first sale of the Grantor Trust Fractional Interest Certificate or, with respect to any holder, at the time of purchase of the Grantor Trust Fractional Interest Certificate by that holder.  Certificateholders are advised to consult their tax advisors concerning reporting original issue discount in general and, in particular, whether a prepayment assumption should be used in reporting original issue discount with respect to Grantor Trust Fractional Interest Certificates.

In the case of a Grantor Trust Fractional Interest Certificate acquired at a price equal to the principal amount of the mortgage loans allocable to such certificate, the use of a prepayment assumption generally would not have any significant effect on the yield used in calculating accruals of interest income.  In the case, however, of a Grantor Trust Fractional Interest Certificate acquired at a discount or premium (that is, at a price less than or greater than such principal amount, respectively), the use of a reasonable prepayment assumption would increase or decrease such yield, and thus accelerate or decelerate, respectively, the reporting of income.

If a prepayment assumption is not used, then when a mortgage loan prepays in full, the holder of a Grantor Trust Fractional Interest Certificate acquired at a discount or a premium generally will recognize ordinary income or loss equal to the difference between the portion of the prepaid principal amount of the mortgage loan that is allocable to such certificate and the portion of the adjusted basis of such certificate that is allocable to such certificateholder’s interest in the mortgage loan.  If a prepayment assumption is used, it appears that no separate item of income or loss should be recognized upon a prepayment.  Instead, a prepayment should be treated as a partial payment of the stated redemption price of the Grantor Trust Fractional Interest Certificate and accounted for under a method similar to that described for taking account of original issue discount on REMIC Regular Certificates.  See “—REMICs—Taxation of Owners of REMIC Regular Certificates—Original Issue Discount” above.  It is unclear whether any other adjustments would be required to reflect differences between an assumed prepayment rate and the actual rate of prepayments.

In the absence of statutory or administrative clarification, it is currently intended to base information reports or returns to the IRS and certificateholders in transactions subject to the stripped bond rules on a Prepayment Assumption that will be disclosed in the related prospectus supplement and on a constant yield computed using a representative initial offering price for each class of certificates.  However, neither the Depositor nor any other person will make any representation that the mortgage loans will in fact prepay at a rate conforming to such Prepayment Assumption or any other rate and certificateholders should bear in mind that the use of a representative initial offering price will mean that such information returns or reports, even if otherwise accepted as accurate by the IRS, will in any event be accurate only as to the initial certificateholders of each series who bought at that price.

In light of the application of Section 1286 of the Code, a beneficial owner of a stripped bond 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 bonds, 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 bond generally will be different than that reported to holders and the IRS.  Prospective investors should

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consult their 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 to them if they should fail to do so.

Under Treasury regulations Section 1.1286-1, certain stripped bonds are to be treated as market discount bonds and, accordingly, any purchaser of such a bond is to account for any discount on the bond as market discount rather than original issue discount.  This treatment only applies, however, if immediately after the most recent disposition of the bond by a person stripping one or more coupons from the bond and disposing of the bond or coupon (1) there is no original issue discount (or only a de minimis amount of original issue discount) or (2) the annual stated rate of interest payable on the original bond is no more than one percentage point lower than the gross interest rate payable on the original mortgage loan (before subtracting any servicing fee or any stripped coupon).  If interest payable on a Grantor Trust Fractional Interest Certificate is more than one percentage point lower than the gross interest rate payable on the mortgage loans, the related prospectus supplement will disclose that fact.  If the original issue discount or market discount on a Grantor Trust Fractional Interest Certificate determined under the stripped bond rules is less than 0.25% of the stated redemption price multiplied by the weighted average maturity of the mortgage loans, then such original issue discount or market discount will be considered to be de minimis.  Original issue discount or market discount of only a de minimis amount will be included in income in the same manner as de minimis original issue and market discount described in “—If Stripped Bond Rules Do Not Apply” and “—Market Discount” below.

If Stripped Bond Rules Do Not Apply.  Subject to the discussion below on original issue discount, if the stripped bond rules do not apply to a Grantor Trust Fractional Interest Certificate, the certificateholder will be required to report its share of the interest income on the mortgage loans in accordance with such certificateholder’s normal method of accounting.  The original issue discount rules will apply, even if the stripped bond rules do not apply, to a Grantor Trust Fractional Interest Certificate to the extent it evidences an interest in mortgage loans issued with original issue discount.

The original issue discount, if any, on the mortgage loans will equal the difference between the stated redemption price of such mortgage loans and their issue price.  For a definition of “stated redemption price”, see “—REMICs—Taxation of Owners of REMIC Regular Certificates—Original Issue Discount” above.  In general, the issue price of a mortgage loan will be the amount received by the borrower from the lender under the terms of the mortgage loan, less any “points” paid by the borrower, and the stated redemption price of a mortgage loan will equal its principal amount, unless the mortgage loan provides for an initial “teaser”, or below-market interest rate.  The determination as to whether original issue discount will be considered to be de minimis will be calculated using the same test as in the REMIC discussion.  See “—REMICs—Taxation of Owners of REMIC Regular Certificates—Original Issue Discount” above.

In the case of mortgage loans bearing adjustable or variable interest rates, the related prospectus supplement will describe the manner in which such rules will be applied with respect to those mortgage loans by the trustee or master servicer, as applicable, in preparing information returns to the certificateholders and the IRS.

If original issue discount is in excess of a de minimis amount, all original issue discount with respect to a mortgage loan will be required to be accrued and reported in income each month, based on a constant yield.  The OID Regulations suggest that no prepayment assumption is appropriate in computing the yield on prepayable obligations issued with original issue discount.  In the absence of statutory or administrative clarification, it currently is not intended to base information reports or returns to the IRS and certificateholders on the use of a prepayment assumption in transactions not subject to the stripped bond rules.  However, Section 1272(a)(6) of the Code may require that a prepayment assumption be made in computing yield with respect to all mortgage-backed securities.  Certificateholders are advised to consult their own tax advisors concerning whether a prepayment assumption should be used in reporting original issue discount with respect to Grantor Trust Fractional Interest Certificates.  Certificateholders should refer to the related prospectus supplement with respect to each series to determine whether and in what manner the original issue discount rules will apply to mortgage loans in such series.

A purchaser of a Grantor Trust Fractional Interest Certificate that purchases such Grantor Trust Fractional Interest Certificate at a cost less than such certificate’s allocable portion of the aggregate remaining stated redemption price of the mortgage loans held in the related trust fund will also be required to include in gross income such certificate’s daily portions of any original issue discount with respect to such mortgage loans.  However, each such daily portion will be reduced, if the cost of such Grantor Trust Fractional Interest Certificate to such purchaser

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is in excess of such certificate’s allocable portion of the aggregate “adjusted issue prices” of the mortgage loans held in the related trust fund, approximately in proportion to the ratio such excess bears to such certificate’s allocable portion of the aggregate original issue discount remaining to be accrued on such mortgage loans.  The adjusted issue price of a mortgage loan on any given day equals the sum of (1) the adjusted issue price (or, in the case of the first accrual period, the issue price) of such mortgage loan at the beginning of the accrual period that includes such day and (2) the daily portions of original issue discount for all days during such accrual period prior to such day.  The adjusted issue price of a mortgage loan at the beginning of any accrual period will equal the issue price of such mortgage loan, increased by the aggregate amount of original issue discount with respect to such mortgage loan that accrued in prior accrual periods, and reduced by the amount of any payments made on such mortgage loan in prior accrual periods of amounts included in its stated redemption price.

Unless otherwise provided in the related prospectus supplement, the trustee or master servicer, as applicable, will provide to any holder of a Grantor Trust Fractional Interest Certificate such information as such holder may reasonably request from time to time with respect to original issue discount accruing on Grantor Trust Fractional Interest Certificates.  See “—Grantor Trust Reporting” below.

Market Discount.  If the stripped bond rules do not apply to a Grantor Trust Fractional Interest Certificate, a certificateholder may be subject to the market discount rules of Sections 1276 through 1278 of the Code to the extent an interest in a mortgage loan is considered to have been purchased at a “market discount”, that is, in the case of a mortgage loan issued without original issue discount, at a purchase price less than its remaining stated redemption price (as defined above), or in the case of a mortgage loan issued with original issue discount, at a purchase price less than its adjusted issue price (as defined above).  If market discount is in excess of a de minimis amount (as described below), the holder generally will be required to include in income in each month the amount of such discount that has accrued (under the rules described in the next paragraph) through such month that has not previously been included in income, but limited, in the case of the portion of such discount that is allocable to any mortgage loan, to the payment of stated redemption price on such mortgage loan that is received by (or, in the case of accrual basis certificateholders, due to) the trust fund in that month.  A certificateholder may elect to include market discount in income currently as it accrues (under a constant yield method based on the yield of the certificate to such holder) rather than including it on a deferred basis in accordance with the foregoing under rules similar to those described in “—REMICs—Taxation of Owners of REMIC Regular Certificates—Market Discount” above.

Section 1276(b)(3) of the Code authorized the Treasury Department to issue regulations providing for the method for accruing market discount on debt instruments, the principal of which is payable in more than one installment.  Until such time as regulations are issued by the Treasury Department, certain rules described in the Committee Report apply.  Under those rules, in each accrual period market discount on the mortgage loans should accrue, at the holder’s option:  (1) on the basis of a constant yield method, (2) in the case of a mortgage loan issued without original issue discount, in an amount that bears the same ratio to the total remaining market discount as the stated interest paid in the accrual period bears to the total stated interest remaining to be paid on the mortgage loan as of the beginning of the accrual period, or (3) in the case of a mortgage loan issued with original issue discount, in an amount that bears the same ratio to the total remaining market discount as the original issue discount accrued in the accrual period bears to the total original issue discount remaining at the beginning of the accrual period.  The prepayment assumption, if any, used in calculating the accrual of original issue discount is to be used in calculating the accrual of market discount.  The effect of using a prepayment assumption could be to accelerate the reporting of such discount income.  Because the regulations referred to in this paragraph have not been issued, it is not possible to predict what effect such regulations might have on the tax treatment of a mortgage loan purchased at a discount in the secondary market.

Because the mortgage loans will provide for periodic payments of stated redemption price, such discount may be required to be included in income at a rate that is not significantly slower than the rate at which such discount would be included in income if it were original issue discount.

Market discount with respect to mortgage loans may be considered to be de minimis and, if so, will be includible in income under de minimis rules similar to those described above in “—REMICs—Taxation of Owners of REMIC Regular Certificates—Original Issue Discount” above within the exception that it is less likely that a prepayment assumption will be used for purposes of such rules with respect to the mortgage loans.

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Further, under the rules described above in “—REMICs—Taxation of Owners of REMIC Regular Certificates—Market Discount”, any discount that is not original issue discount and exceeds a de minimis amount may require the deferral of interest expense deductions attributable to accrued market discount not yet includible in income, unless an election has been made to report market discount currently as it accrues.  This rule applies without regard to the origination dates of the mortgage loans.

Premium.  If a certificateholder is treated as acquiring the underlying mortgage loans at a premium, that is, at a price in excess of their remaining stated redemption price, such certificateholder may elect under Section 171 of the Code to amortize using a constant yield method the portion of such premium allocable to mortgage loans originated after September 27, 1985.  Amortizable premium is treated as an offset to interest income on the related debt instrument, rather than as a separate interest deduction.  However, premium allocable to mortgage loans originated before September 28, 1985 or to mortgage loans for which an amortization election is not made, should be allocated among the payments of stated redemption price on the mortgage loan and be allowed as a deduction as such payments are made (or, for a certificateholder using the accrual method of accounting, when such payments of stated redemption price are due).

It is unclear whether a prepayment assumption should be used in computing amortization of premium allowable under Section 171 of the Code.  If premium is not subject to amortization using a prepayment assumption and a mortgage loan prepays in full, the holder of a Grantor Trust Fractional Interest Certificate acquired at a premium should recognize a loss equal to the difference between the portion of the prepaid principal amount of the mortgage loan that is allocable to the certificate and the portion of the adjusted basis of the certificate that is allocable to the mortgage loan.  If a prepayment assumption is used to amortize such premium, it appears that such a loss would be unavailable.  Instead, if a prepayment assumption is used, a prepayment should be treated as a partial payment of the stated redemption price of the Grantor Trust Fractional Interest Certificate and accounted for under a method similar to that described for taking account of original issue discount on REMIC Regular Certificates.  See “—REMICs—Taxation of Owners of REMIC Regular Certificates—Original Issue Discount” above.  It is unclear whether any other adjustments would be required to reflect differences between the prepayment assumption and the actual rate of prepayments.

Taxation of Owners of Grantor Trust Strip Certificates.

General.  The “stripped coupon” rules of Section 1286 of the Code will apply to the Grantor Trust Strip Certificates.  Except as described above in “—If Stripped Bond Rules Apply”, no regulations or published rulings under Section 1286 of the Code have been issued and some uncertainty exists as to how it will be applied to securities such as the Grantor Trust Strip Certificates.  Accordingly, holders of Grantor Trust Strip Certificates should consult their tax advisors concerning the method to be used in reporting income or loss with respect to such certificates.

The OID Regulations do not apply to “stripped coupons”, although they provide general guidance as to how the original issue discount sections of the Code will be applied.  In addition, the discussion below is subject to the discussion under “—Possible Application of Proposed Contingent Payment Rules” below and assumes that the holder of a Grantor Trust Strip Certificate will not own any Grantor Trust Fractional Interest Certificates.

Under the stripped coupon rules, it appears that original issue discount will be required to be accrued in each month on the Grantor Trust Strip Certificates based on a constant yield method.  In effect, each holder of Grantor Trust Strip Certificates would include as interest income in each month an amount equal to the product of such holder’s adjusted basis in such Grantor Trust Strip Certificate at the beginning of such month and the yield of such Grantor Trust Strip Certificate to such holder.  Such yield would be calculated based on the price paid for that Grantor Trust Strip Certificate by its holder and the payments remaining to be made thereon at the time of the purchase, plus an allocable portion of the servicing fees and expenses to be paid with respect to the mortgage loans.  See “—If Stripped Bond Rules Apply” above.

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As noted above, Section 1272(a)(6) of the Code requires that a prepayment assumption be used in computing the accrual of original issue discount with respect to certain categories of debt instruments, and that adjustments be made in the amount and rate of accrual of such discount when prepayments do not conform to such prepayment assumption.  Regulations could be adopted applying those provisions to the Grantor Trust Strip Certificates.  It is unclear whether those provisions would be applicable to the Grantor Trust Strip Certificates or whether use of a prepayment assumption may be required or permitted in the absence of such regulations.  It is also uncertain, if a prepayment assumption is used, whether the assumed prepayment rate would be determined based on conditions at the time of the first sale of the Grantor Trust Strip Certificate or, with respect to any subsequent holder, at the time of purchase of the Grantor Trust Strip Certificate by that holder.

The accrual of income on the Grantor Trust Strip Certificates will be significantly slower if a prepayment assumption is permitted to be made than if yield is computed assuming no prepayments.  In the absence of statutory or administrative clarification, it currently is intended to base information returns or reports to the IRS and certificateholders on the Prepayment Assumption disclosed in the related prospectus supplement and on a constant yield computed using a representative initial offering price for each class of certificates.  However, neither the Depositor nor any other person will make any representation that the mortgage loans will in fact prepay at a rate conforming to the Prepayment Assumption or at any other rate and certificateholders should bear in mind that the use of a representative initial offering price will mean that such information returns or reports, even if otherwise accepted as accurate by the IRS, will in any event be accurate only as to the initial certificateholders of each series who bought at that price.  Prospective purchasers of the Grantor Trust Strip Certificates are encouraged to consult their tax advisors regarding the use of the Prepayment Assumption.

It is unclear under what circumstances, if any, the prepayment of a mortgage loan will give rise to a loss to the holder of a Grantor Trust Strip Certificate.  If a Grantor Trust Strip 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 such Grantor Trust Strip Certificate, it appears that no loss may be available as a result of any particular prepayment unless prepayments occur at a rate faster than the Prepayment Assumption.  However, if a Grantor Trust Strip Certificate is treated as an interest in discrete mortgage loans, or if the Prepayment Assumption is not used, then when a mortgage loan is prepaid, the holder of a Grantor Trust Strip Certificate should be able to recognize a loss equal to the portion of the adjusted issue price of the Grantor Trust Strip Certificate that is allocable to such mortgage loan.

Possible Application of Contingent Payment Rules.  The coupon stripping rules’ general treatment of stripped coupons is to regard them as newly issued debt instruments in the hands of each purchaser.  To the extent that payments on the Grantor Trust Strip Certificates would cease if the mortgage loans were prepaid in full, the Grantor Trust Strip Certificates could be considered to be debt instruments providing for contingent payments.  Under the OID Regulations, debt instruments providing for contingent payments are not subject to the same rules as debt instruments providing for noncontingent payments.  Treasury Department regulations have been promulgated regarding contingent payment debt instruments, but it appears that Grantor Trust Strip Certificates, due to their similarity to other mortgage-backed securities (such as REMIC regular interests and debt instruments subject to Section 1272(a)(6) of the Code) that are expressly excepted from the application of such Regulations, may also be excepted from such regulations.  Like the OID Regulations, the contingent payment regulations do not specifically address securities, such as the Grantor Trust Strip Certificates, that are subject to the stripped bond rules of Section 1286 of the Code.

If the contingent payment rules similar to those under the OID Regulations were to apply, the holder of a Grantor Trust Strip Certificate would be required to apply a “noncontingent bond method”. Under the “noncontingent bond method”, the issuer of a Grantor Trust Strip Certificate determines a projected payment schedule.  Holders of Grantor Trust Strip Certificates are bound by the issuer’s projected payment schedule.  The projected payment schedule consists of all noncontingent payments and a projected amount for each contingent payment based on the comparable yield (as described below) of the Grantor Trust Strip Certificate.  The projected amount of each payment is determined so that the projected payment schedule reflects the projected yield.  The projected amount of each payment must reasonably reflect the relative expected values of the payments to be received by the holders of a Grantor Trust Strip Certificate.  The comparable yield referred to above is a rate that, as of the issue date, reflects the yield at which the issuer would issue a fixed rate debt instrument with terms and conditions similar to the contingent payment debt instrument, including general market conditions, the credit quality

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of the issuer, and the terms and conditions of the mortgage loans.  The holder of a Grantor Trust Strip Certificate would be required to include as interest income in each month the adjusted issue price of the Grantor Trust Strip Certificate at the beginning of the period multiplied by the comparable yield.

Certificateholders should consult their tax advisors concerning the possible application of the contingent payment rules to the Grantor Trust Strip Certificates.

Sale or Exchange of Grantor Trust Certificates.  Any gain or loss, equal to the difference between the amount realized on the sale or exchange of a Grantor Trust Certificate and its adjusted basis, recognized on such sale or exchange of a Grantor Trust Certificate by an investor who holds such Grantor Trust Certificate as a capital asset, will be capital gain or loss, except to the extent of accrued and unrecognized market discount, which will be treated as ordinary income, and (in the case of banks and other financial institutions) except as provided under Section 582(c) of the Code.  The adjusted basis of a Grantor Trust Certificate generally will equal its cost, increased by any income reported by the seller (including original issue discount and market discount income) and reduced (but not below zero) by any previously reported losses, any amortized premium and by any distributions with respect to such Grantor Trust Certificate.  The Code as of the date of this prospectus generally provides for tax rates of non-corporate taxpayers on ordinary income that are higher than the rates on long-term capital gains (generally, property held for more than one year).  No such rate differential exists for corporations.  In addition, the distinction between a capital gain or loss and ordinary income or loss remains relevant for other purposes.

Gain or loss from the sale of a Grantor Trust Certificate may be partially or wholly ordinary and not capital in certain circumstances.  Gain attributable to accrued and unrecognized market discount will be treated as ordinary income, as will gain or loss recognized by banks and other financial institutions subject to Section 582(c) of the Code.  Furthermore, a portion of any gain that might otherwise be capital gain may be treated as ordinary income to the extent that the Grantor Trust Certificate is held as part of a “conversion transaction” within the meaning of Section 1258 of the Code.  A conversion transaction generally is one in which the taxpayer has taken two or more positions in the same or similar property that reduce or eliminate market risk, if substantially all of the taxpayer’s return is attributable to the time value of the taxpayer’s net investment in such transaction.  The amount of gain realized in a conversion transaction that is recharacterized as ordinary income generally will not exceed the amount of interest that would have accrued on the taxpayer’s net investment at 120% of the appropriate “applicable Federal rate” (which rate is computed and published monthly by the IRS) at the time the taxpayer enters into the conversion transaction, subject to appropriate reduction for prior inclusion of interest and other ordinary income items from the transaction.

Finally, a taxpayer may elect to have net capital gain taxed at ordinary income rates rather than capital gains rates in order to include such net capital gain in total net investment income for that taxable year, for purposes of the rule that limits the deduction of interest on indebtedness incurred to purchase or carry property held for investment to a taxpayer’s net investment income.

Grantor Trust Reporting.  Unless otherwise provided in the related prospectus supplement, the trustee or master servicer, as applicable, will furnish to each holder of a Grantor Trust Certificate with each distribution a statement setting forth the amount of such distribution allocable to principal on the underlying mortgage loans and to interest thereon at the related pass-through rate.  In addition, the trustee or master servicer, as applicable, will furnish, within a reasonable time after the end of each calendar year, to each holder of a Grantor Trust Certificate who was such a holder at any time during such year, information regarding the amount of servicing compensation received by the master servicer, the special servicer or any sub-servicer, and such other customary factual information as the Depositor or the reporting party deems necessary or desirable to enable holders of Grantor Trust Certificates to prepare their tax returns and will furnish comparable information to the IRS as and when required by law to do so.  Because the rules for accruing discount and amortizing premium with respect to the Grantor Trust Certificates are uncertain in various respects, there is no assurance the IRS will agree with the trustee’s or master servicer’s, as the case may be, information reports of such items of income and expense.  Moreover, such information reports, even if otherwise accepted as accurate by the IRS, will in any event be accurate only as to the initial certificateholders that bought their certificates at the representative initial offering price used in preparing such reports.

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 a “trust” under Treasury

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regulation 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. The trustee, or its designated agent, is required to calculate and provide information to requesting persons with respect to the trust fund in accordance with these regulations. The trustee (or its designated agent), or the applicable middleman (in the case of interests held through a middleman), is required to file information returns with the IRS and provide tax information statements to certificateholders in accordance with these regulations.

Backup Withholding.  In general, the rules described above in “—REMICs—Backup Withholding with Respect to REMIC Certificates” will also apply to Grantor Trust Certificates.

Foreign Investors.  In general, the discussion with respect to REMIC Regular Certificates in “—REMICs—Foreign Investors in REMIC Certificates” above applies to Grantor Trust Certificates except that Grantor Trust Certificates will, unless otherwise disclosed in the related prospectus supplement, be eligible for exemption from U.S. withholding tax, subject to the conditions described in such discussion, only to the extent the related mortgage loans were originated after July 18, 1984.

To the extent that interest on a Grantor Trust Certificate would be exempt under Sections 871(h)(1) and 881(c) of the Code from United States withholding tax, and the Grantor Trust Certificate is not held in connection with a certificateholder’s trade or business in the United States, such Grantor Trust Certificate will not be subject to United States estate taxes in the estate of a nonresident alien individual.

Certain payments on debt obligations, such as Grantor Trust Certificates, that are not outstanding on or before July 1, 2014, may be subject to withholding under FATCA.  See “—REMICs—Foreign Investors in REMIC Certificates—FATCA” above.

3.8% Medicare Tax on “Net Investment Income.”  Certain non-corporate U.S. Persons will be subject to an additional 3.8% tax on all or a portion of their “net investment income”.  See “—REMICs—3.8% Medicare Tax on “Net Investment Income”” above.

STATE AND OTHER TAX CONSEQUENCES

In addition to the federal income tax consequences described in “MATERIAL 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 are encouraged to consult their tax advisors with respect to the various tax consequences of investments in the offered certificates.

CERTAIN ERISA CONSIDERATIONS

General

The Employee Retirement Income Security Act of 1974, as amended, and the Code impose certain requirements on retirement plans, and on certain other employee benefit plans and arrangements, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts (and as applicable, insurance company general accounts) in which such plans, accounts or arrangements are invested that are subject to the fiduciary responsibility provisions of ERISA and Section 4975 of the Code (each, a “Plan”), and on persons who are fiduciaries with respect to such Plans, in connection with the investment of Plan assets.  Certain employee benefit plans, such as governmental plans (as defined in ERISA Section 3(32)), and, if no election has been made under Section 410(d) of the Code, church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements.  However, such plans may be subject to the provisions of other applicable federal and state law materially similar to ERISA or the Code.  Moreover, 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.

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ERISA generally imposes on Plan fiduciaries certain general fiduciary requirements, including those of investment prudence and diversification and the requirement that a Plan’s investments be made in accordance with the documents governing the Plan.  In addition, Section 406 of ERISA and Section 4975 of the Code prohibit a broad range of transactions involving assets of a Plan and persons who have certain specified relationships to the Plan, unless a statutory or administrative exemption is available.  Certain Parties in Interest that participate in a prohibited transaction may be subject to an excise tax imposed pursuant to Section 4975 of the Code or a penalty imposed pursuant to Section 502(i) of ERISA, unless a statutory or administrative exemption is available.  These prohibited transactions generally are set forth in Section 406 of ERISA and Section 4975 of the Code.

Plan Asset Regulations

A Plan’s investment in offered certificates may cause the underlying mortgage assets and other assets included in a related trust fund to be deemed assets of such Plan.  The Plan Asset Regulations provide that when a Plan acquires an equity interest in an entity, the 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., Plans and entities deemed to hold plan assets because of a Plan’s investment in the entity) is not “significant”, both as defined in the Plan Asset Regulations.  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.

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 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.

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” Ginnie Mae, Freddie Mac, Farmer Mac and Fannie Mae 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 certificates if such MBS are included in the trust fund.

The DOL has granted to certain underwriters administrative exemptions, each an “Exemption”, for certain mortgage-backed and asset-backed certificates underwritten in whole or in part by the underwriters.  An 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, underwritten by the underwriters, 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 loans described in the Exemptions include mortgage loans such as the mortgage assets.  However, it should be noted that in issuing the Exemptions, the DOL may not have considered interests in pools of the exact nature as some of the offered certificates.  If all of the conditions of an Exemption are met, whether or not a Plan’s assets would be deemed to include an ownership interest in the mortgage assets, the acquisition, holding and resale of the offered certificates by Plans would be exempt from certain of the prohibited transaction provisions of ERISA and the Code.

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Insurance Company General Accounts

Sections I and III of PTCE 95-60 exempt from the application of the prohibited transaction provisions of Sections 406(a), 406(b) and 407(a) of ERISA and Section 4975 of the Code transactions in connection with the servicing, management and operation of a trust (such as the trust) in which an insurance company general account has an interest as a result of its acquisition of certificates issued by the trust; provided that certain conditions are satisfied.  If these conditions are met, insurance company general accounts would be allowed to purchase certain classes of certificates which do not meet the requirements of any of the Exemptions solely because they have not received a rating at the time of the acquisition in one of the four highest rating categories from at least one NRSRO that meets the requirements prescribed in the Exemptions.  All other conditions of one of the Exemptions would have to be satisfied in order for PTCE 95-60 to be available.  Before purchasing such class of certificates, an insurance company general account seeking to rely on Sections I and III of PTCE 95-60 should itself confirm that all applicable conditions and other requirements have been satisfied.

The Small Business Job Protection Act of 1996 added a new Section 401(c) to ERISA, which provides certain exemptive relief from the provisions of Part 4 of Title I of ERISA and Section 4975 of the Code, including the prohibited transaction restrictions imposed by ERISA and the related excise taxes imposed by the Code, for transactions involving an insurance company general account.  Pursuant to Section 401(c) of ERISA, the DOL has issued final regulations providing guidance for the purpose of determining, in cases where insurance policies supported by an insurer’s general account are issued to or for the benefit of a Plan on or before December 31, 1998, which general account assets constitute Plan assets.  Any assets of an insurance company general account which support insurance policies issued to a Plan after December 31, 1998 or issued to Plans on or before December 31, 1998 for which the insurance company does not comply with the 401(c) Regulations may be treated as Plan assets.  In addition, because Section 401(c) does not relate to insurance company separate accounts, separate account assets are still treated as Plan assets of any Plan invested in such separate account.  Insurance companies contemplating the investment of general account assets in the offered certificates should consult with their legal counsel with respect to the applicability of Section 401(c) of ERISA.

Consultation With Counsel

Any Plan fiduciary which proposes to purchase offered certificates on behalf of or with assets of a Plan should consider its general fiduciary obligations under ERISA and should consult with its counsel with respect to the potential applicability of ERISA and the Code to such investment and the availability of any prohibited transaction exemption in connection with any planned purchase.

Tax Exempt Investors

A Plan that is exempt from federal income taxation pursuant to Section 501 of the Code nonetheless will be subject to federal income taxation to the extent that its income is “unrelated business taxable income” within the meaning of Section 512 of the Code.  All “excess inclusions” of a REMIC allocated to a REMIC Residual Certificate held by a Plan will be considered unrelated business taxable income and thus will be subject to federal income tax.  See “MATERIAL FEDERAL INCOME TAX CONSEQUENCES—REMICs—Taxation of Owners of REMIC Residual Certificates—Excess Inclusions”.

LEGAL INVESTMENT

If so specified in the related prospectus supplement, certain classes of the offered certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended (“SMMEA”).  Generally, the only classes of the offered certificates which will qualify as “mortgage related securities” will be those that (1) are rated in one of the two highest rating categories by at least one NRSRO and (2) are part of a series evidencing interests in a trust fund consisting of loans originated by certain types of originators specified in SMMEA and secured by first liens on real estate.

While Section 939(e) of the Dodd-Frank Wall Street Reform and Consumer Protection Act amended SMMEA, effective July 21, 2012, so as to require the SEC to establish creditworthiness standards by that date in substitution for the foregoing ratings test, the SEC has neither proposed nor adopted a rule establishing new creditworthiness

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standards for purposes of SMMEA as of the date of this prospectus.  However, the SEC has issued a transitional interpretation (Release No. 34-67448 (effective July 20, 2012)), which provides that, until such time as final rules establishing new standards of creditworthiness become effective, the standard of creditworthiness for purposes of the definition of the term “mortgage related security” is a security that is rated in one of the two highest rating categories by at least one NRSRO.  Depending on the standards of creditworthiness that are ultimately established by the SEC, it is possible that certain classes of offered certificates specified to be “mortgage related securities” for purposes of SMMEA in the related prospectus supplement, may no longer qualify as such as of the time such new standards are effective.

The appropriate characterization of the offered certificates under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase the offered certificates, are subject to significant interpretive uncertainties. Except as may be specified in the related prospectus supplement with regard to the status of certain classes of offered certificates 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 any offered certificates under applicable legal investment restrictions.  Further, any ratings downgrade of a class of offered certificates by an NRSRO to less than an “investment grade” rating (i.e., lower than the top four rating categories) may adversely affect the ability of an investor to purchase or retain, or otherwise impact the regulatory characteristics of, that class of offered certificates.  The uncertainties described above (and any unfavorable future determinations concerning the legal investment or financial institution regulatory characteristics of the offered certificates) may adversely affect the liquidity and market value of the offered certificates.

Accordingly, 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 constitute legal investments or are subject to investment, capital, or other regulatory restrictions.

USE OF PROCEEDS

The net proceeds to be received from the sale of the certificates of any series will be applied by the Depositor to the purchase of trust assets or will be used by the Depositor to cover expenses related thereto.  The Depositor expects to sell the certificates from time to time, but the timing and amount of offerings of certificates will depend on a number of factors, including the volume of mortgage assets acquired by the Depositor, prevailing interest rates, availability of funds and general market conditions.

METHOD OF DISTRIBUTION

The certificates offered 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 re-offering by underwriters, which may include Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), an affiliate of the Depositor;

2.      By placements by the Depositor with institutional investors through dealers; and

3.      By direct placements by the Depositor with institutional investors, in which event the Depositor will be an underwriter with respect to the certificates; and

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4.      By inclusion as underlying securities backing another series of mortgage pass-through certificates issued by an entity of which the Depositor or an affiliate of the Depositor may act as the depositor.  In the event that the Depositor or an affiliate of the Depositor acts as depositor with respect to the other series of mortgage pass-through certificates, the Depositor or its affiliate will be an underwriter with respect to the underlying securities.

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 will 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 will be deemed to be underwriting discounts and commissions under the Securities Act.

If so specified in the related prospectus supplement, the offered certificates may be underwritten by Merrill Lynch or another broker-dealer affiliated with the Depositor, acting as sole underwriter or together with such other underwriters as may be named in the prospectus supplement, or Merrill Lynch or such other broker-dealer affiliate may act as a dealer with regard to the offered certificates.  As such, Merrill Lynch or such other broker-dealer affiliate will have potential conflicts of interest in underwriting or acting as a dealer with regard to any offered certificates.  Any potential conflicts of interest pertaining to Merrill Lynch or such other broker-dealer affiliate, any of the other underwriters of the offered certificates, or any of their respective affiliates will be described in the related prospectus supplement.

It is anticipated that the underwriting agreement pertaining to the sale of the offered certificates of any series will provide that the obligations of the underwriters will be subject to certain conditions precedent, that the underwriters will be obligated to purchase all such certificates if any are purchased (other than in connection with an underwriting on a best efforts basis) and that, in limited circumstances, the Depositor will indemnify the several underwriters and the underwriters will indemnify the Depositor against certain civil liabilities, including liabilities under the Securities Act or will contribute to payments required to be made in respect to such liabilities.

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 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.

If specified in the prospectus supplement relating to a series of certificates, the Depositor or any of its affiliates may purchase some or all of one or more classes of certificates of the series from the underwriter or underwriters at a price specified or described in the prospectus supplement.  This party may then, from time to time, offer and sell, pursuant to this prospectus, some or all of the certificates it purchased directly, through one or more underwriters to be designated at the time of the offering of the certificates or through dealers acting as agent and/or principal.  Any of these offerings may be restricted in the matter specified in the applicable prospectus supplement.These  

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transactions may be effected at market prices prevailing at the time of sale, at negotiated prices or at fixed prices.  The underwriters and dealers participating in the purchaser’s offering of certificates may receive compensation in the form of underwriting discounts or commissions from the purchaser and these dealers may receive commissions from the investors purchasing certificates for whom they may act as agent (which discounts or commissions will not exceed those customary in those types of transactions).  Any dealer that participates in the distribution of these certificates will be an “underwriter” within the meaning of the Securities Act, and any commissions and discounts received by a dealer and any profit on the resale of these certificates by a dealer will be underwriting discounts and commissions under the Securities Act.

LEGAL MATTERS

Certain legal matters relating to the certificates will be passed upon for the Depositor by Cadwalader, Wickersham & Taft LLP.  Certain legal matters relating to the certificates will be passed upon for the underwriter by the counsel described in the related prospectus supplement under “LEGAL MATTERS”.  Certain federal income tax matters and other matters will be passed upon for the Depositor by Cadwalader, Wickersham & Taft LLP.

RATING

Each class of offered certificates shall have been rated not lower than investment grade, that is, in one of the four highest rating categories, by at least one NRSRO.

Other NRSROs 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 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 Stripped Interest Certificates might, in extreme cases, fail to recoup their initial investments.  Furthermore, ratings on mortgage pass-through certificates do not address the price of such certificates or the suitability of such certificates to the investor.

A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning NRSRO.  Each security rating should be evaluated independently of any other security rating.

AVAILABLE INFORMATION

The Depositor has filed with the SEC a Registration Statement (of which this prospectus forms a part) under the Securities Act 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 or in 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 SEC.  For further information, reference is made to such Registration Statement and the exhibits thereto.  Such Registration Statement and exhibits can be inspected and copied at prescribed rates at the public reference facilities maintained by the SEC at its Public Reference Section, 100 F Street, N.E., Washington, D.C.  20549, and at its Midwest Regional Offices located as follows:  Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.  You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC also maintains a site on the World Wide Web at “http://www.sec.gov” at which you can view and download copies of reports, proxy and information statements and other information filed electronically through the Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system.  The Depositor has filed the Registration Statement, including all exhibits thereto, through the EDGAR system, so the materials should be available by logging onto the SEC’s Web site.  The SEC maintains computer terminals providing access to the EDGAR system at each of the offices referred to above.

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No dealer, salesman, or other person has been authorized to give any information, or to make any representations, other than those contained in this prospectus or any related prospectus supplement, and, if given or made, such information or representations must not be relied upon as having been authorized by the Depositor or any other person.  Neither the delivery of this prospectus or any related prospectus supplement nor any sale made under this prospectus or any related prospectus supplement shall under any circumstances create an implication that there has been no change in the information in this prospectus since the date of this prospectus or in such prospectus supplement since the date of the prospectus supplement.  This prospectus and any related prospectus supplement are not an offer to sell or a solicitation of an offer to buy any security in any jurisdiction in which it is unlawful to make such offer or solicitation.

The master servicer, the trustee or another specified person will cause to be provided to registered holders of the offered certificates of each series periodic unaudited reports concerning the related trust fund.  If beneficial interests in a class or series of offered certificates are being held and transferred in book-entry format through the facilities of The DTC as described in this prospectus, then unless otherwise provided in the related prospectus supplement, such reports will be sent on behalf of the related trust fund to a nominee of DTC as the registered holder of the offered certificates.  Conveyance of notices and other communications by DTC to its participating organizations, and directly or indirectly through such participating organizations to the beneficial owners of the applicable offered certificates, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. See “DESCRIPTION OF THE CERTIFICATES—Reports to Certificateholders” and “—Book-Entry Registration and Definitive Certificates”.

The Depositor will file or cause to be filed with the SEC such periodic reports with respect to each trust fund as are required under the Exchange Act and the rules and regulations of the SEC and the related prospectus supplement will describe how to locate such reports of the Depositor.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The Depositor hereby incorporates by reference all documents and reports filed or caused to be filed by the Depositor (other than Annual Reports on Form 10-K) with respect to a trust fund pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of an offering of offered certificates evidencing interests in that trust fund.  The Depositor will provide or cause to be provided without charge to each person 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 in this prospectus 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).  Such requests to the Depositor should be directed in writing to its principal executive offices at Bank of America Tower, One Bryant Park, New York, New York 10036, or by telephone at (980) 388-7451.

GLOSSARY

The following capitalized terms will have the respective meanings assigned to them in this “GLOSSARY” section whenever they are used in this prospectus.

“401(c) Regulations” means those regulations issued by the DOL which provide guidance for the purpose of determining, in cases where insurance policies supported by an insurer’s general account are issued to or for the benefit of a Plan on or before December 31, 1998, which general account assets constitute Plan assets.

“Accrued Certificate Interest” means for each Distribution Date an amount 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.

“Accrual Certificates” means one or more classes of certificates that may not be entitled to distributions of interest until the occurrence of certain events, such as the retirement of one or more other classes of certificates.

“ADA” means the Americans with Disabilities Act of 1990, as amended.

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“Available Distribution Amount” means unless otherwise provided in the related prospectus supplement for any series of certificates and any Distribution Date the total of all payments or other collections (or advances in lieu of such collections and advances) 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.

“Bankruptcy Code” means the U.S. Bankruptcy Code.

“CERCLA” means the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

“Certificate Account” means for the trust fund one or more 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 this prospectus and the related prospectus supplement.

“Certificate Balance” means the initial stated principal amount of each individual class of certificates for a given series other than real estate mortgage investment conduit residual certificates or certain classes of stripped interest certificates.

“Certificate Owner” means the actual purchaser of a book-entry certificate.

“Closing Date” means date of the initial issuance of the certificates of a given series.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commercial Property” means office buildings, retail stores and establishments, hotels or motels, nursing homes, hospitals or other health care-related facilities, recreational vehicle and mobile home parks, warehouse facilities, mini-warehouse facilities, self-storage facilities, industrial plants, parking lots, entertainment or sports arenas, restaurants, marinas, mixed use or various other types of income-producing properties or unimproved land comprising some or all of the mortgaged properties included in the trust fund.

“Committee Report” means the Conference Committee Report accompanying the Tax Reform Act of 1986.

“Companion Class” means one or more classes of certificate where distributions of principal with respect to one or more other classes of certificates 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.

 “Controlled Amortization Class” means one or more classes of certificates where distributions of principal may be made, subject to available funds, based on a specified principal payment schedule.

“CPR” means the constant prepayment rate model representing 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 mortgage loans.

“Cut-off Date” means the specified date initial aggregate outstanding principal balance of the related mortgage assets as of a specified date.

“Debt Service Coverage Ratio” means at any given time for a mortgage loan 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 to it that are secured by the related mortgaged property.

“Depositor” means Banc of America Merrill Lynch Commercial Mortgage Inc., a Delaware corporation.

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 “Determination Date” means the date upon which that all scheduled payments on the mortgage loans in the trust fund are received or advanced by the master servicer, special servicer or other specified person will be distributed to certificateholders of the related series on the next succeeding Distribution Date.

“Direct Participant” means the securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations that maintain accounts with DTC.

“Distribution Date” means the date as described in the prospectus supplement upon which distributions on or with respect to the certificates will be made.

“DOL” means the United States Department of Labor.

“DTC” means The Depository Trust Company.

“Due Date” means a specified date upon which scheduled payments of interest, principal or both are to be made under a mortgage loan and may occur monthly, quarterly, semi-annually or annually.

“Due Period” means a specified time period (generally corresponding in length to the period between Distribution Dates).

“Equity Participation” means a provision under a mortgage loan 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.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Excess Funds” means in general 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 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 trust fund that do not constitute payments of interest or principal.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fannie Mae” means the Federal National Mortgage Association.

“Farmer Mac” means the Federal Agricultural Mortgage Corporation.

“Freddie Mac” means the Federal Home Loan Mortgage Corporation.

“Garn Act” means the Garn-St Germain Depository Institutions Act of 1982.

“Ginnie Mae” means Governmental National Mortgage Association.

“Grantor Trust Certificates” means certificates in a trust treated as a grantor trust under applicable provisions of the Code.

“Grantor Trust Fractional Interest Certificate” means a Grantor Trust Certificate representing an undivided equitable ownership interest in the principal of the mortgage loans constituting the related Grantor Trust Fund, together with interest at a pass-through rate.

“Grantor Trust Fund” means that portion of the trust fund as to which no REMIC election has been made.

“Grantor Trust Strip Certificate” means a Grantor Trust Certificate representing ownership of all or a portion of the difference between interest paid on the mortgage loans constituting the related Grantor Trust Fund (net of normal

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administration fees) and interest paid to the holders of Grantor Trust Fractional Interest Certificates issued with respect to such Grantor Trust Fund.

“Indirect Participant” means those banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly.

“Insurance and Condemnation Proceeds’’ means proceeds applied to the restoration of a mortgaged property or released to the related borrower in connection with the full or partial condemnation of such mortgaged property.

“IRS” means the Internal Revenue Service.

“Issue Premium” means, in the case of a class of REMIC Regular Certificates issued at a price in excess of the stated redemption price of that class, the amount of such excess.

“Liquidation Proceeds” means all proceeds received under any hazard, title or other insurance policy (other than Insurance and Condemnation Proceeds) and all other amounts received and retained in connection with the liquidation of defaulted mortgage loans or property acquired in respect of such defaulted mortgage loans, by foreclosure or otherwise.

“Loan-to-Value Ratio” means for a mortgage loan the ratio (expressed as a percentage) of —

● the then outstanding principal balance of the mortgage loan and any other loans senior that are secured by the related mortgaged property to

● its fair market value as determined by an appraisal of such property conducted by or on behalf of the originator in connection with the origination of the mortgage loan.

“Lockout Period” means the period in which prepayments are prohibited under a mortgage loan.

“MBS” means mortgage participations, pass-through certificates or other mortgage-backed securities that may comprise the assets of the trust fund.

“Mortgage Asset Seller” means the entity from whom the Depositor purchased a mortgage asset either directly or indirectly, included in the trust fund.  The Mortgage Asset Seller may or may not be the originator of the related mortgage loan or the issuer of the MBS and may be an affiliate of the Depositor.

 “Mortgage Rate” means the rate at which a mortgage loan accrues interest which may be fixed over its term or that adjusts from time to time, converted at the borrower’s election from an adjustable to a fixed rate, or from a fixed to an adjustable rate.

“Multifamily Properties” means 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 comprising some or all of the mortgaged properties included in the trust fund.

“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 —

● noncash 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.

 “NCUA” means the National Credit Union Administration.

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“Notional Amount” means the amount upon which a Stripped Interest Certificate is calculated to accrue interest which is either—

● based on the principal balances of some or all of the mortgage assets in the related trust fund; or

● equal to the Certificate Balances of one or more other classes of certificates of the same series.

“NRSRO” means a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act.

“OCC” means the Office of the Comptroller of the Currency.

“OID Regulations” means the Treasury Department regulations issued under Sections 1271-1273 and 1275 of the Code.

“OTS” means the Office of Thrift Supervision.

“Parties in Interest” means “parties in interest” as defined in ERISA and “disqualified person” as defined in Section 4975 of the Code.

“Percentage Interest” means the undivided percentage interest represented by an offered certificate of a particular class which 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.

“Permitted Investments” means government securities and other obligations that are acceptable to each rating agency that has rated any one or more classes of certificates of the related series into which funds from the Certificate Account may be invested.

“Plan” means retirement plans, and on certain other employee benefit plans and arrangements, including individual retirement accounts, individual retirement annuities, Keogh plans and collective investment funds and separate accounts (and as applicable, insurance company general accounts) in which such plans, accounts or arrangements are invested that are subject to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code.

“Plan Asset Regulations” means Section 2510.3-101 of the regulations issued by the DOL, as modified by Section 3(42) of ERISA, concerning what constitutes assets of a Plan.

 “Pooling and Servicing Agreement” means pooling and servicing agreement or other agreement specified in the related prospectus supplement pursuant to which certificates of each series will be issued.

“Prepayment Assumption” means the prepayment assumption used in reporting original issue discount for each series of REMIC Regular Certificates or, if applicable, Grantor Trust Certificates, as disclosed in the related prospectus supplement.

“Prepayment Interest Shortfall” means the result when 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 than the corresponding amount of interest accrued and otherwise payable on the certificates of the related series.

“Prepayment Premium” means the payment of any premium or yield maintenance charge in connection with certain prepayments under a mortgage loan.

“PTCE 95-60” means Prohibited Transaction Class Exemption 95-60.

“Purchase Price” means the price as specified in the prospectus supplement at which a Mortgage Asset Seller will be required to repurchase a mortgage loan under the conditions set forth in the prospectus supplement.

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“Rating Agency” means any NRSRO retained by the Depositor to rate any one or more classes of certificates of a particular series.

“Record Date” means last business day of the month preceding the month in which the applicable Distribution Date occurs.

“Relief Act” means the Servicemembers Relief Act.

“REMIC” means a real estate mortgage investment conduit, within the meaning of, and formed in accordance with, the REMIC Provisions of the Code.

“REMIC Certificates” means certificates representing interests in a trust fund, or a portion of the trust fund, that the REMIC administrator will elect to have treated as REMIC.

“REMIC Provisions” means Sections 860A through 860G of the Code.

“REMIC Regular Certificates” means certificates evidencing or constituting ownership of “regular interests” in the trust fund or a designated portion of the trust under the REMIC Provisions.

“REMIC Regulations” means the Treasury Department regulations issued under the REMIC Provisions.

“REMIC Residual Certificateholder” means the holder of a REMIC Residual Certificate.

“REMIC Residual Certificates” means certificates evidencing or constituting ownership of “residual interests” in the trust or a designated portion of the trust under the REMIC Provisions.

“REO Properties” means mortgaged properties acquired on behalf of the trust fund through foreclosure, deed-in-lieu of foreclosure or otherwise.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Certificates” means certificates in a given series that are senior to one or more other classes of certificates in entitlement to certain distributions;

“SMMEA” means the Secondary Mortgage Market Enhancement Act of 1984, as amended.

“SPA” means the standard prepayment assumption representing 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,.

“Stripped Interest Certificate” means those certificates entitled to distributions of interest, with disproportionate, nominal or no distributions of principal.

“Stripped Principal Certificate” means entitled to distributions of principal, with disproportionate, nominal or no distributions of interest;

“Subordinate Certificates” means certificates in a given series that are subordinate to one or more other classes of certificates in entitlement to certain distributions;

“Tiered REMIC” means designated portions of the trust fund treated as two or more REMICs.

“Treasury Department” means the United States Treasury Department.

“UCC” means for any jurisdiction the Uniform Commercial Code as in effect in that jurisdiction.

“U.S. Person” means—

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● a citizen or resident of the United States;

● a corporation or partnership created or organized in, or under the laws of, the United States, any state or the District of Columbia, including an entity treated as a corporation or partnership for federal income tax purposes;

● an estate whose income is subject to United States federal income tax purposes regardless of the source of its income; or

● a trust as to which—

1. a court in the United States is able to exercise primary supervision over the administration of the trust, and

2. one or more United States persons have the authority to control all substantial decisions of the trust.

In addition, to the extent provided in the Treasury Department regulations, a trust will be a U.S. Person if it was in existence on August 20, 1996 and it elected to be treated as a U.S. Person.

“Voting Rights” means the voting rights evidenced by each series of certificates.

“Warranting Party” means a party that makes certain representations and warranties regarding the mortgage loans.

-149-

IMPORTANT NOTICE TO ALL POTENTIAL INVESTORS

The attached CD-ROM relates to this free writing prospectus. The CD-ROM contains APPENDIX A to this free writing prospectus, which will be included with and form part of the paper version of this free writing prospectus. Defined terms used in APPENDIX A, but not otherwise defined therein, shall have the respective meanings assigned to them in the paper portion of this free writing prospectus. All of the information contained in the CD-ROM is subject to the same limitations and qualifications contained in this free writing prospectus. Prospective investors are strongly urged to read the paper portion of this free writing prospectus in its entirety prior to accessing the CD-ROM, and if the CD-ROM is received separately, any information on the CD-ROM will be supplemented in its entirety by the paper portion of this free writing prospectus. If the CD-ROM was not received in a sealed package, there can be no assurance that it remains in its original format and should not be relied upon for any purpose. Prospective investors may contact Merrill Lynch, Pierce, Fenner & Smith Incorporated at (646) 855-2457 to receive an original copy of the CD-ROM.

The delivery of this CD-ROM is not an offer to sell or a solicitation of an offer to buy any securities, nor an offer of any securities to any person in any country, state or other jurisdiction in which such offer would be unlawful. The delivery of this CD-ROM does not imply that the information set forth herein is correct as of any date subsequent to the date of such information.

No dealer, salesman or other person is authorized to give any information or to represent anything not contained in this free writing prospectus. You must not rely on any unauthorized information or representations. This free writing prospectus is an offer to sell only the securities offered by this free writing prospectus, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this free writing prospectus is current only as of its date.
		$743,933,000 (Approximate)
Free Writing Prospectus
Executive Summary	S-1
Summary of Free Writing Prospectus	S-5
Risk Factors	S-54
Capitalized Terms Used In This Free Writing Prospectus	S-119	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 (as Issuing Entity)
Forward Looking Statements	S-119
Transaction Parties	S-120
Description of The Offered Certificates	S-178
Yield, Prepayment and Maturity Considerations	S-238
Description of the Mortgage Pool	S-250	Banc of America Merrill Lynch Commercial Mortgage Inc. (as Depositor)
Servicing of the Mortgage Loans	S-291
Material Federal Income Tax Consequences	S-338
State and Local Tax Considerations	S-342
Certain Legal Aspects of the Mortgage Loans	S-343
Certain ERISA Considerations	S-345
Legal Investment	S-349
Legal Matters	S-349	COMMERCIAL MORTGAGE PASS-THROUGH
Ratings	S-349	CERTIFICATES, SERIES 2013-C11
Index of Defined Terms	S-351
Prospectus		Class A-1, Class A-2, Class A-AB, Class A-3,
		Class A-4, Class X-A, Class A-S, Class B,
Summary of Prospectus	1	Class PST and Class C
Risk Factors	9
Prospectus Supplement	46
Capitalized Terms Used In This Prospectus	46
Description of the Trust Funds	47
Yield and Maturity Considerations	53
Bank of America, National Association, as Sponsor	58
The Depositor	60	FREE WRITING PROSPECTUS
The Mortgage Loan Program	60
Bank of America, National Association, as Servicer	64
Description of the Certificates	67
The Pooling and Servicing Agreements	75
Description of Credit Support	92
Cash Flow Agreements	97
Certain Legal Aspects of Mortgage Loans	98	Morgan Stanley
Material Federal Income Tax Consequences	111
State and Other Tax Consequences	137
Certain ERISA Considerations	137	CIBC World Markets Corp.
Legal Investment	139
Use of Proceeds	140
Method of Distribution	140	July     , 2013
Legal Matters	142
Rating	142
Available Information	142
Incorporation of Certain Information By Reference	143
Glossary	143