Unassociated Document

THE POOLING AND SERVICING AGREEMENT

General

The Certificates will be issued pursuant to a Pooling and Servicing Agreement, to be dated as of October 1, 2011 (the “Pooling and Servicing Agreement”), by and among the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee.

The servicing of the Mortgage Loans (including the Whole Loans) and any REO Properties will be governed by the Pooling and Servicing Agreement. The following summaries describe the material provisions of the Pooling and Servicing Agreement relating to the servicing and administration of the Mortgage Loans and any REO Properties. The summaries do not purport to be complete and are subject to the provisions of the Pooling and Servicing Agreement. Reference is made to the prospectus for additional information regarding the terms of the Pooling and Servicing Agreement relating to the servicing and administration of the Mortgage Loans and any REO Properties, provided that the information in this prospectus supplement supplements any information set forth in the prospectus.

Servicing of the Whole Loan

In general, the Whole Loan and the Companion Loan will be serviced and administered under the Pooling and Servicing Agreement and the Intercreditor Agreement, as applicable, as though the Companion Loan was a part of the Mortgage Pool. If the Companion Loan of the Whole Loan becomes a Specially Serviced Mortgage Loan, then the Whole Loan will become a Specially Serviced Mortgage Loan. For more detailed information, including any termination rights with respect to the Special Servicer, please see “Description of the Mortgage Pool—The Whole Loan” in this prospectus supplement.

Assignment of the Mortgage Loans

On the Closing Date, the Depositor will sell, transfer or otherwise convey, assign or cause the assignment of the Mortgage Loans, together with all payments due on or with respect to the Mortgage Loans, other than principal and interest due on or before the Cut-off Date and principal prepayments received on or before the Cut-off Date, without recourse, to the Trustee for the benefit of the holders of Certificates.

The Certificate Administrator, concurrently with the assignment, will execute and deliver Certificates evidencing the beneficial ownership interests in the related Issuing Entity to the Depositor in exchange for the Mortgage Loans. Each Mortgage Loan will be identified in a schedule appearing as an exhibit to the Pooling and Servicing Agreement (the “Mortgage Loan Schedule”). The Mortgage Loan Schedule will include, among other things, as to each Mortgage Loan, information as to its outstanding principal balance as of the close of business on the Cut-off Date, as well as information respecting the interest rate and the maturity date of each Mortgage Loan.

In addition, the Depositor will require each Sponsor to deliver to the Certificate Administrator the Mortgage File for each of the Mortgage Loans. Except as expressly permitted by the Pooling and Servicing Agreement, all documents included in the Mortgage File are to be original executed documents; provided, however, that in instances where the original recorded mortgage, mortgage assignment or any document necessary to assign the Sponsor’s interest in the Mortgage Loan to the Trustee, as described in the Pooling and Servicing Agreement, has been retained by the recording office for the applicable jurisdiction or has not yet been returned from recordation, the related Sponsor may deliver a photocopy certified to be the true and complete copy of the original submitted for recording, and the related Sponsor will cause the original of each document which is unavailable because it is being or has been submitted for recordation and has not yet been returned, to be delivered to the Certificate Administrator as soon as available. See “Description of the Mortgage Pool—Sale of Mortgage Loans; Mortgage File Delivery” in this prospectus supplement.

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The Certificate Administrator, or any custodian for the Certificate Administrator, will hold the Mortgage File for each Mortgage Loan in trust for the benefit of all Certificateholders. Pursuant to the Pooling and Servicing Agreement, the Certificate Administrator is obligated to review the Mortgage File for each Mortgage Loan within a specified number of days after the execution and delivery of the Pooling and Servicing Agreement. If the Special Servicer determines that a Material Document Defect exists, the Special Servicer will promptly notify, among others, the Depositor, the applicable Sponsor, the Certificate Administrator, the Trustee and the Master Servicer. If the applicable Sponsor cannot cure the Material Document Defect within the time period specified in the Pooling and Servicing Agreement, the applicable Sponsor will be obligated either to replace the affected Mortgage Loan with a substitute Mortgage Loan or Mortgage Loans, or to repurchase the related Mortgage Loan from the Trustee within the time period specified in the Pooling and Servicing Agreement at the Repurchase Price. This substitution or purchase obligation will constitute the sole remedy available to the Certificateholders or the Trustee for a Material Document Defect. See “Description of the Mortgage Pool—Cures, Repurchases and Substitutions” in this prospectus supplement.

Servicing of the Mortgage Loans

Each of the Master Servicer (directly or through one or more sub-servicers) and the Special Servicer will be required to service and administer the Mortgage Loans (including the Whole Loans) for which it is responsible (as described below). The Master Servicer may delegate and/or assign some or all of its servicing obligations and duties with respect to some or all of the Mortgage Loans to one or more third-party subservicers. The Master Servicer will be responsible for paying the servicing fees of any subservicer. Notwithstanding any subservicing agreement, the Master Servicer will remain primarily liable to the Trustee, the Certificate Administrator, the Certificateholders and the holder of the Companion Loan for the servicing and administering of the Mortgage Loans (or Whole Loans, if applicable) in accordance with the provisions of the Pooling and Servicing Agreement without diminution of such obligation or liability by virtue of such subservicing agreement. The Special Servicer will not be permitted to appoint sub-servicers with respect to any of its servicing obligations and duties.

The Master Servicer and the Special Servicer, as the case may be, will be required to service and administer the Mortgage Loans (including the Whole Loans) and each REO Property for which it is responsible in accordance with applicable law, the terms of the Pooling and Servicing Agreement and the terms of the respective Mortgage Loans (and Whole Loans) and, if applicable, the related Intercreditor Agreement and, to the extent consistent with the foregoing, in accordance with:

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the higher of the following standards of care:

1. with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers comparable mortgage loans with similar borrowers and comparable REO Properties for other third-party portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional commercial mortgage lenders servicing their own mortgage loans and REO Properties, and

2. with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers comparable mortgage loans owned by the Master Servicer or the Special Servicer, as the case may be, and

in either case, exercising reasonable business judgment and acting in accordance with applicable law, the terms of the Pooling and Servicing Agreement and the terms of the respective subject Mortgage Loans or Whole Loans;

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with a view to—

1. the timely recovery of all payments of principal and interest, including balloon payments, under those Mortgage Loans (or the Whole Loans), or

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2. in the case of (a) a Specially Serviced Mortgage Loan or (b) a Mortgage Loan or Whole Loan as to which the related Mortgaged Property is an REO Property, the maximization of recovery on that Mortgage Loan to the Certificateholders (as if they were one lender) (or, if the Whole Loan is involved, with a view to the maximization of recovery on the Whole Loan to the Certificateholders and the holder of the Companion Loan (as if they were one lender)) of principal and interest, including balloon payments, on a present value basis; and

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without regard to—

1. any relationship, including as lender on any other debt, that the Master Servicer or the Special Servicer or any affiliate of the Master Servicer or the Special Servicer may have with any of the underlying borrowers, or any affiliate of the underlying borrowers, or any other party to the Pooling and Servicing Agreement,

2. the ownership of any Certificate (or any Companion Loan or other indebtedness secured by the related Mortgaged Property or any security backed by a Companion Loan) by the Master Servicer or the Special Servicer or any affiliate of the Master Servicer or the Special Servicer,

3. the obligation, if any, of the Master Servicer to make Advances,

4. the right of the Master Servicer or the Special Servicer, as the case may be, or any of its affiliates to receive compensation or reimbursement of costs under the Pooling and Servicing Agreement generally or with respect to any particular transaction, and

5. the ownership, servicing or management for others of any mortgage loan or property not covered by the Pooling and Servicing Agreement by the Master Servicer or the Special Servicer or any affiliate of the Master Servicer or the Special Servicer (the “Servicing Standard”).

The Pooling and Servicing Agreement provides, however, that none of the Master Servicer, the Special Servicer, or any of their respective directors, officers, employees or agents will have any liability to the Issuing Entity or the Certificateholders for taking any action or refraining from taking any action in good faith or for errors in judgment. The foregoing provision would not protect the Master Servicer or the Special Servicer for the breach of its representations or warranties in the Pooling and Servicing Agreement or any liability by reason of willful misconduct, bad faith, fraud or negligence in the performance of its duties or by reason of its negligent disregard of its obligations or duties under the Pooling and Servicing Agreement. The Trustee or any other successor Master Servicer assuming the obligations of the Master Servicer under the Pooling and Servicing Agreement will be entitled to the compensation to which the Master Servicer would have been entitled after the date of the assumption of the Master Servicer’s obligations. If no successor Master Servicer can be obtained to perform such obligations for such compensation, additional amounts payable to such successor Master Servicer will be treated as Realized Losses.

In general, the Master Servicer will be responsible for the servicing and administration of each Mortgage Loan and Companion Loan—

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which is not a Specially Serviced Mortgage Loan, or

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that is a Corrected Mortgage Loan.

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A “Specially Serviced Mortgage Loan” means any Mortgage Loan (including the Whole Loan, REO Mortgage Loan and REO Companion Loan) being serviced under the Pooling and Servicing Agreement, for which any of the following events (each, a “Servicing Transfer Event”) has occurred as follows, unless the holder of the Companion Loan is exercising cure rights in accordance with the related Intercreditor Agreement:

(a) the related borrower has failed to make when due any scheduled monthly debt service payment or a balloon payment, which failure continues unremedied (without regard to any grace period):

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except in the case of a Mortgage Loan or Whole Loan delinquent in respect of its balloon payment, for 60 days beyond the date that payment was due; or

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solely in the case of a delinquent balloon payment, (A) 60 days beyond the date on which that balloon payment was due (except as described in clause B below) or (B) in the case of a Mortgage Loan or Whole Loan delinquent with respect to the balloon payment as to which the related borrower delivered a refinancing commitment acceptable to the Master Servicer prior to the date 60 days after maturity, 120 days beyond 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); or

(b) there has occurred a default (other than as set forth in clause (a) and other than an Acceptable Insurance Default) that the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent of the Controlling Class Representative (unless a Control Termination Event has occurred and is continuing and other than with respect to the Whole Loan, for so long as the Companion Loan holder is the Whole Loan Directing Holder) or the Whole Loan Directing Holder (with respect to the Whole Loan, for so long as the Companion Loan holder is the Whole Loan Directing Holder), as applicable) determines materially impairs the value of the related Mortgaged Property as security for the Mortgage Loan or Whole Loan or otherwise materially adversely affects the interests of Certificateholders (or in the case of the Whole Loan, the Certificateholders or the holder of the Companion Loan), and continues unremedied for the applicable grace period under the terms of the Mortgage Loan (or, if no grace period is specified and the default is capable of being cured, for 30 days); provided that any default that results in acceleration of the related Mortgage Loan without the application of any grace period under the related loan documents will be deemed not to have a grace period; and provided, further, that any default requiring a Property Advance will be deemed to materially and adversely affect the interests of Certificateholders (or in the case of the Whole Loan, the Certificateholders or the holder of the Companion Loan); or

(c) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, shall have been entered against the related borrower and such decree or order shall have remained in force and not dismissed for a period of 60 days; or

(d) the related borrower consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to such borrower or of or relating to all or substantially all of its property; or

(e) the related borrower 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

(f) the Master Servicer has received notice of the commencement of foreclosure or similar proceedings with respect to the related Mortgaged Property; or

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(g) the Master Servicer or Special Servicer (and, in the case of the Special Servicer, with the consent of the Controlling Class Representative (unless a Control Termination Event has occurred and is continuing and other than with respect to the Whole Loan, for so long as the Companion Loan holder is the Whole Loan Directing Holder) or the Whole Loan Directing Holder (with respect to the Whole Loan, for so long as the Companion Loan holder is the Whole Loan Directing Holder), as applicable) determines that (i) a default (other than an Acceptable Insurance Default) under the Mortgage Loan or Whole Loan is reasonably foreseeable, (ii) such default would materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan or Whole Loan or otherwise materially adversely affect the interests of Certificateholders or, in the case of Whole Loans, the interests of the holder of the Companion Loan, and (iii) the default is likely to continue unremedied for the applicable cure period under the terms of the Mortgage Loan or Whole Loan or, if no cure period is specified and the default is capable of being cured, for 30 days (provided that such 30-day grace period does not apply to a default that gives rise to immediate acceleration without application of a grace period under the terms of the Mortgage Loan or Whole Loan).

It shall be considered an “Acceptable Insurance Default” (and neither the Master Servicer nor the Special Servicer will be required to obtain the below described insurance) if the related loan documents specify that the related borrower 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 (and with the consent of the Controlling Class Representative (unless a Control Termination Event has occurred and is continuing and other than with respect to the Whole Loan, for so long as the Companion Loan holder is the Whole Loan Directing Holder) or the Whole Loan Directing Holder (with respect to the Whole Loan, for so long as the Companion Loan holder is the Whole Loan Directing Holder), as applicable), that (i) this insurance is not available at commercially reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties located in or near the geographic region in which the Mortgaged Property is located (but only by reference to such insurance that has been obtained by such owners at current market rates), or (ii) this insurance is not available at any rate; provided, however, that the Controlling Class Representative and the Whole Loan Directing Holder, as applicable, will not have more than 30 days to respond to the Special Servicer’s request for such consent; provided, further, that upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult with the Controlling Class Representative or the Whole Loan Directing Holder, as applicable, the Special Servicer will not be required to do so. In making this determination, the Special Servicer, to the extent consistent with the Servicing Standard, is entitled to rely on the opinion of an insurance consultant.

A Mortgage Loan (including the Whole Loans) will become a “Corrected Mortgage Loan” when:

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with respect to the circumstances described in clause (a) of the definition of Specially Serviced Mortgage Loan, the related borrower has made three consecutive full and timely scheduled monthly debt service payments under the terms of the Mortgage Loan (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related borrower or by reason of a modification, extension, waiver or amendment granted or agreed to by the Master Servicer or the Special Servicer pursuant to the Pooling and Servicing Agreement);

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with respect to the circumstances described in clauses (c), (d), (e) and (g) of the definition of Specially Serviced Mortgage Loan, the circumstances cease to exist in the good faith, reasonable judgment of the Special Servicer, but, with respect to any bankruptcy or insolvency proceedings described in clauses (c), (d) and (e), no later than the entry of an order or decree dismissing such proceeding;

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with respect to the circumstances described in clause (b) of the definition of Specially Serviced Mortgage Loan, the default is cured as determined by the Special Servicer in its reasonable, good faith judgment; and

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with respect to the circumstances described in clause (f) of the definition of Specially Serviced Mortgage Loan, the proceedings are terminated.

If a Servicing Transfer Event exists with respect to one loan in a Whole Loan, it will be considered to exist for the entire Whole Loan.

The Special Servicer, on the other hand, will be responsible for the servicing and administration of each Mortgage Loan (including the Whole Loan) as to which a Servicing Transfer Event has occurred and which has not yet become a Corrected Mortgage Loan. The Special Servicer will also be responsible for the administration of each REO Property acquired by the Issuing Entity.

Despite the foregoing, the Pooling and Servicing Agreement will require the Master Servicer to continue to collect information and prepare all reports to the Certificate Administrator required to be collected or prepared with respect to any Specially Serviced Mortgage Loans (based on, among other things, certain information provided by the Special Servicer), receive payments on Specially Serviced Mortgage Loans, maintain escrows and all reserve accounts on Specially Serviced Mortgage Loans, maintain insurance with respect to the Mortgaged Properties securing the Specially Serviced Mortgage Loans and, otherwise, to render other incidental services with respect to any such specially serviced assets. In addition, the Special Servicer will perform limited duties and have certain approval rights regarding servicing actions with respect to non-Specially Serviced Mortgage Loans.

Neither the Master Servicer nor the Special Servicer will have responsibility for the performance by the other of its respective obligations and duties under the Pooling and Servicing Agreement.

The Master Servicer will transfer servicing of a Mortgage Loan (or Whole Loan) to the Special Servicer when that Mortgage Loan (or Whole Loan) becomes a Specially Serviced Mortgage Loan. The Special Servicer will return the servicing of that Mortgage Loan (or Whole Loan) to the Master Servicer when it becomes a Corrected Mortgage Loan.

The Special Servicer will be obligated to, among other things, oversee the resolution of Specially Serviced Mortgage Loans and act as disposition manager of REO Properties.

All net present value calculations and determinations made under the Pooling and Servicing Agreement with respect to any Mortgage Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard” set forth above) will be made by using a discount rate appropriate for the type of cash flows being discounted; namely (i) for principal and interest payments on the Mortgage Loan or from the sale of a defaulted Mortgage Loan, the highest of (1) the rate determined by the Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the borrowers on similar debt of the borrowers as of such date of determination, (2) the Mortgage Loan Rate and (3) the yield on 10-year U.S. treasuries and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent appraisal (or updated appraisal).

Advances

The Master Servicer will be obligated (subject to the limitations described below) to advance, on the business day immediately preceding a Distribution Date (the “Master Servicer Remittance Date”), an amount (each such amount, a “P&I Advance”) equal to the total or any portion of the Monthly Payment (exclusive of the related Servicing Fee) on a Mortgage Loan (but not the Companion Loan) that was delinquent as of the close of business on the immediately preceding Due Date (without regard to any grace period) (and which delinquent payment has not been cured as of the business day immediately preceding the Master Servicer Remittance Date). In the event the Monthly Payment has been reduced pursuant to any modification, waiver or amendment of the terms of the Mortgage Loan, whether agreed to by the Special Servicer or resulting from bankruptcy, insolvency or any similar proceeding involving the related borrower, the amount required to be advanced will be so reduced. The Master Servicer will not be required or permitted to make an advance for balloon payments, default interest, excess interest or prepayment premiums or yield maintenance charges. The amount required to be advanced by the Master Servicer with respect to any Distribution Date in respect of payments on Mortgage Loans that

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have been subject to an Appraisal Reduction Event will equal (i) the amount required to be advanced by the Master Servicer without giving effect to such Appraisal Reduction less (ii) an amount equal to the product of (x) the amount required to be advanced by the Master Servicer in respect to delinquent payments of interest without giving effect to such Appraisal Reduction, and (y) a fraction, the numerator of which is the Appraisal Reduction with respect to such Mortgage Loan and the denominator of which is the Stated Principal Balance of such Mortgage Loan as of the last day of the related Collection Period.

The Master Servicer will also be obligated (subject to the limitations described below) with respect to each Mortgage Loan (including the Whole Loan) to make cash advances (“Property Advances” and, together with P&I Advances, “Advances”) to pay all customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and fees and expenses of real estate brokers) incurred in connection with the servicing and administration of a Mortgage Loan or Whole Loan, if a default is imminent thereunder or a default, delinquency or other unanticipated event has occurred, or in connection with the administration of any REO Property, including, but not limited to, the cost of the preservation, insurance, restoration, protection and management of a Mortgaged Property, the cost of delinquent real estate taxes and assessments, ground lease rent payments, condominium assessments, hazard insurance premiums and to cover other similar costs and expenses necessary to preserve the priority of or enforce the related Mortgage or to maintain such Mortgaged Property, subject to a non-recoverability determination.

The Master Servicer will advance the cost of preparation of any environmental assessments required to be obtained in connection with taking title to any REO Property unless the Master Servicer determines, in its good faith judgment, that such Advance would be a Non-Recoverable Advance but the cost of any compliance, containment, clean-up or remediation of an REO Property will be an expense of the Issuing Entity and paid from the Collection Account.

The Pooling and Servicing Agreement will obligate the Trustee to make any P&I Advance that the Master Servicer was obligated, but failed to make unless the Trustee determines such P&I Advance would be a Non-Recoverable Advance.

The Special Servicer is required to request the Master Servicer to make Property Advances with respect to a Specially Serviced Mortgage Loan or REO Property under the Pooling and Servicing Agreement. The Special Servicer must make the request a specified number of days in advance of when the Property Advance is required to be made under the Pooling and Servicing Agreement. The Master Servicer, in turn, must make the requested Property Advance within a specified number of days following the Master Servicer’s receipt of the request unless the Master Servicer determines such Advance would be a Non-Recoverable Advance. The Special Servicer will have no obligation to make any a Property Advance.

If the Master Servicer is required under the Pooling and Servicing Agreement to make a Property Advance, but does not do so within 15 days after the Property Advance is required to be made by it, then the Trustee will be required:

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if a responsible officer of the Trustee has actual knowledge of the failure, to give the Master Servicer notice of its failure; and

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if the failure continues for three more business days, to make the Property Advance, unless the Trustee determines such Property Advance would be a Non-Recoverable Advance.

The Master Servicer or the Trustee will each be entitled to receive interest on Advances at the Prime Rate (the “Advance Rate”), compounded annually, as of each Master Servicer Remittance Date; provided, however, that with respect to any P&I Advance made prior to the expiration of the related grace period, interest on such P&I Advance will accrue only from and after the expiration of such grace period. If the interest on such Advance is not recovered from Modification Fees or Assumption Fees on the related Mortgage Loan or Penalty Charges on any Mortgage Loan, a shortfall will result which may have the same effect as a Realized Loss. The “Prime Rate” is the rate on any day set forth as such in The Wall Street Journal, New York edition.

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The obligation of the Master Servicer or the Trustee, as applicable, to make Advances with respect to any Mortgage Loan pursuant to the Pooling and Servicing Agreement continues through the foreclosure of such Mortgage Loan and until the liquidation of such Mortgage Loan or the related Mortgaged Properties. Advances are intended to provide a limited amount of liquidity, not to guarantee or insure against losses.

None of the Master Servicer or the Trustee will be required to make any Advance that the Master Servicer or the Special Servicer, in accordance with the Servicing Standard, or the Trustee in its commercially reasonable judgment, determines will not be ultimately recoverable (including interest accrued on the Advance) by the Master Servicer or the Trustee, as applicable, out of related late payments, net insurance proceeds, net condemnation proceeds, net liquidation proceeds or other collections with respect to the Mortgage Loan as to which such Advance was made. In addition, if the Master Servicer or the Special Servicer, in accordance with the Servicing Standard, or the Trustee in its commercially reasonable judgment, as applicable, determines that any Advance (together with accrued interest on the Advance) previously made by it (or, in the case of a determination by the Special Servicer, by the Master Servicer or the Trustee) will not be ultimately recoverable from the foregoing sources (any such Advance, a “Non-Recoverable Advance”), then the Master Servicer or the Trustee, as applicable, will be entitled to be reimbursed for such Advance, plus interest on the Advance at the Advance Rate, out of amounts payable on or in respect of all of the Mortgage Loans prior to distributions on the Certificates, which will be deemed to have been reimbursed first out of amounts collected or advanced in respect of principal and then out of all other amounts collected on the Mortgage Loans. Any such judgment or determination with respect to the recoverability of Advances by any of the Trustee, the Master Servicer or the Special Servicer must be evidenced by an officers’ certificate delivered to the other such parties and to the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), setting forth such judgment or determination of nonrecoverability and the procedures and considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination. In addition, the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed Advance, if made, would be a Non-Recoverable Advance and may deliver to the Master Servicer, the Trustee and (prior to the occurrence and continuance of a Consultation Termination Event) the Controlling Class Representative notice of such determination, which determination will be conclusive and binding on the Master Servicer and the Trustee. Although the Special Servicer may determine whether an outstanding Advance is a Non-Recoverable Advance, the Special Servicer will have no right to make an affirmative determination that any Advance to be made (or contemplated to be made) by the Master Servicer or the Trustee is, or would be, recoverable. In the absence of a determination by the Special Servicer that an advance is a Non-Recoverable Advance, all determinations of recoverability with respect to Advances to be made (or contemplated to be made) by the Master Servicer or the Trustee will remain with the Master Servicer or Trustee, as applicable; provided, however, that the Trustee may conclusively rely upon any determination by the Master Servicer or the Special Servicer.

Notwithstanding anything in this prospectus supplement to the contrary, the Master Servicer may in accordance with the Servicing Standard elect (but is not required) to make a payment (and in the case of a Specially Serviced Mortgage Loan, at the direction of the Special Servicer will be required to make a payment) from amounts on deposit in the Collection Account that would otherwise be a Property Advance with respect to a Mortgage Loan notwithstanding that the Master Servicer or Special Servicer has determined that such a Property Advance would be nonrecoverable if making the payment would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security for the related Mortgage Loan, or would remediate any adverse environmental condition or circumstance at any of the Mortgaged Properties, if, in each instance, the Special Servicer or the Master Servicer, as applicable, determines in accordance with the Servicing Standard that making the payment is in the best interest of the Certificateholders and, with respect to the Whole Loan, the holder of the Companion Loan (as a collective whole as if such Certificateholders and the holder of the Companion Loan constituted a single lender).

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The Master Servicer or the Trustee, as applicable, will be entitled to reimbursement for any Advance made by it, including all Advances made with respect to the Whole Loan, equal to the amount of such Advance and interest accrued on the Advance at the Advance Rate from (i) Penalty Charges, Modification Fees and Assumption Fees on the related Mortgage Loan by the borrower and any other collections on the Mortgage Loan, (ii) insurance proceeds, condemnation proceeds or liquidation proceeds from the sale of the defaulted Mortgage Loan or the related Mortgaged Property or (iii) upon determining in good faith that such Advance with interest is not recoverable from amounts described in clauses (i) and (ii), from any other amounts from time to time on deposit in the Collection Account.

Notwithstanding the foregoing, if the funds in the Collection Account allocable to principal and available for distribution on the next Distribution Date are insufficient to fully reimburse the Master Servicer or the Trustee, as applicable, for a Non-Recoverable Advance, then such party may elect, on a monthly basis, in its sole discretion, to defer reimbursement of some or all 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 period not to exceed 12 months in any event; provided that any deferral in excess of 6 months will be subject to the consent of the Controlling Class Representative (unless a Control Termination Event has occurred and is continuing). In addition, the Master Servicer or the Trustee, as applicable, will be entitled to recover any Advance that is outstanding at the time that a Mortgage Loan is modified but is not repaid in full by the borrower in connection with such modification but becomes an obligation of the borrower to pay such amounts in the future (such Advance, a “Workout-Delayed Reimbursement Amount”) out of principal collections in the Collection Account (net of any amounts used to pay a Non-Recoverable Advance or interest thereon). The Master Servicer or the Trustee will be permitted to recover a Workout-Delayed Reimbursement Amount from general collections in the Collection Account if the Master Servicer or the Trustee, as applicable, (a) has determined that such Workout-Delayed Reimbursement Amount would not be recoverable out of collections on the related Mortgage Loan or (b) has determined that such Workout-Delayed Reimbursement Amount would not ultimately be recoverable, along with any other Workout-Delayed Reimbursement Amounts and Non-Recoverable Advances, out of the principal portion of future collections on the Mortgage Loans and the REO Properties.

Any requirement of the Master Servicer or the Trustee to make an Advance in the Pooling and Servicing Agreement is intended solely to provide liquidity for the benefit of the Certificateholders and not as credit support or otherwise to impose on any such person the risk of loss with respect to one or more Mortgage Loans.

Any election described above by any party to refrain from reimbursing itself for any Non-Recoverable Advance (together with interest for that Non-Recoverable Advance) or portion of any Non-Recoverable Advance with respect to any Distribution Date will not be construed to impose on any party any obligation to make the above described election (or any entitlement in favor of any Certificateholder or any other person to an election) with respect to any subsequent Collection Period or to constitute a waiver or limitation on the right of the person making the election to otherwise be reimbursed for a Non-Recoverable Advance immediately (together with interest on that Non-Recoverable Advance). An election by the Master Servicer or the Trustee will not be construed to impose any duty on the other party to make an election (or any entitlement in favor of any Certificateholder or any other person to such an election). The fact that a decision to recover a Non-Recoverable Advance over time, or not to do so, benefits some Classes of Certificateholders to the detriment of other Classes of Certificateholders will not constitute a violation of the Servicing Standard or a breach of the terms of the Pooling and Servicing Agreement by any party, or a violation of any fiduciary duty owed by any party to the Certificateholders. The Master Servicer’s or the Trustee’s decision to defer reimbursement of such Non-Recoverable Advances as set forth above is an accommodation to the Certificateholders and is not to be construed as an obligation on the part of the Master Servicer or the Trustee or a right of the Certificateholders.

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Accounts

The Master Servicer will be required to deposit amounts collected in respect of the Mortgage Loans into a segregated account (the “Collection Account”) established pursuant to the Pooling and Servicing Agreement. The Master Servicer will also be required to establish and maintain a segregated companion collection account (the “Companion Collection Account”) with respect to the Whole Loan, which may be a sub-account of the Collection Account and deposit amounts collected in respect of the Whole Loan in the Companion Collection Account. The Issuing Entity will only be entitled to amounts on deposit in the Companion Collection Account to the extent these funds are not otherwise payable to a Companion Loan holder.

The Certificate Administrator will be required to establish and maintain two accounts, which may be sub-accounts of a single account: (i) the “Lower-Tier Distribution Account” and (ii) the “Upper-Tier Distribution Account” (collectively with the Lower-Tier Distribution Account, the “Distribution Accounts”). With respect to each Distribution Date, the Master Servicer will be required to disburse from the Collection Account and remit to the Certificate Administrator for deposit into the Lower-Tier Distribution Account, in respect of the related Mortgage Loans, to the extent of funds on deposit in the Collection Account, on the Master Servicer Remittance Date the Available Funds and any prepayment premiums or yield maintenance charges. In addition, the Master Servicer will be required to remit to the Certificate Administrator all P&I Advances for deposit into the Lower-Tier Distribution Account, as applicable, on the related Master Servicer Remittance Date. To the extent the Master Servicer fails to do so, the Trustee will deposit all P&I Advances into the Lower-Tier Distribution Account, as applicable, as described in this prospectus supplement. On each Distribution Date, the Certificate Administrator will be required to withdraw amounts distributable on such date on the Regular Certificates from the Lower-Tier Distribution Account, and deposit such amounts in the Upper-Tier Distribution Account for distribution on the Certificates. See “Description of the Offered Certificates—Distributions” in this prospectus supplement.

The Certificate Administrator will also be required to establish and maintain an account (the “Interest Reserve Account”), which may be a sub-account of a Distribution Account. On each Master Servicer Remittance Date occurring in February and on any Master Servicer Remittance Date occurring in any January which occurs in a year that is not a leap year (unless, in either case, the related Distribution Date is the final Distribution Date), the Master Servicer will be required to remit to the Certificate Administrator for deposit, in respect of each Mortgage Loan, an amount equal to one day’s interest at the related Net Mortgage Loan Rate on the respective Stated Principal Balance, as of the close of business on the Distribution Date in the month preceding the month in which such Master Servicer Remittance Date occurs, to the extent the applicable Monthly Payment or a P&I Advance is made in respect of the Monthly Payment (all amounts so deposited in any consecutive January (if applicable) and February, “Withheld Amounts”). On each Master Servicer Remittance Date occurring in March (or February, if such Distribution Date is the final Distribution Date), the Certificate Administrator will be required to withdraw from the Interest Reserve Account an amount equal to the Withheld Amounts, if any, from the preceding January (if applicable) and February, and deposit such amount into the Lower-Tier Distribution Account.

The Certificate Administrator will also be required to establish and maintain an account (the “Excess Interest Distribution Account”), which may be a sub-account of a Distribution Account. The Excess Interest Distribution Account will be an asset of the Grantor Trust. On the Master Servicer Remittance Date immediately preceding the applicable Distribution Date, the Master Servicer is required to remit to the Certificate Administrator for deposit into the Excess Interest Distribution Account an amount equal to the Excess Interest received by that Master Servicer on or prior to the related Determination Date.

The Certificate Administrator will also be required to establish and maintain an account (the “Excess Liquidation Proceeds Reserve Account”), which may be a sub-account of a Distribution Account. To the extent that gains realized on sales of Mortgaged Properties, if any, are not used to offset realized losses previously allocated to the Sequential Pay Certificates, such gains will be deposited into the Excess Liquidation Proceeds Reserve Account and applied to all amounts due and payable on the Regular Certificates and all Realized Losses on such Certificates after application of the Available Funds for such Distribution Date.

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Other accounts to be established pursuant to the Pooling and Servicing Agreement are one or more REO Accounts for collections from REO Properties.

The Collection Account, each Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Reserve Account will be held in the name of the Certificate Administrator (or the Master Servicer on behalf of the Certificate Administrator) on behalf of the holders of Certificates. Each of the Collection Account, the Companion Collection Account, any REO Account, each Distribution Account, the Interest Reserve Account, any escrow account and the Excess Liquidation Proceeds Reserve Account will be held at a depository institution or trust company satisfactory to the Rating Agencies.

Amounts on deposit in the Collection Account, the Companion Collection Account, each Distribution Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Interest Reserve Account and any REO Account may be invested in certain United States government securities and other high-quality investments satisfactory to the Rating Agencies. Interest or other income earned on funds in the Collection Account and the Companion Collection Account, will be paid to the Master Servicer as additional servicing compensation and interest or other income earned on funds in any REO Account will be payable to the Special Servicer. Interest or other income earned on funds in each Distribution Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account and the Interest Reserve Account will be payable to the Certificate Administrator.

Application of Penalty Charges, Modification Fees and Assumption Fees

On or prior to the second business day before each Master Servicer Remittance Date, the Master Servicer is required to apply (except to the extent not permitted under any related Intercreditor Agreement) all Penalty Charges, Modification Fees and Assumption Fees received with respect to a Mortgage Loan or Whole Loan during the related one-month period ending on the related Determination Date:

(i) first, to the extent of all Penalty Charges, Modification Fees and Assumption Fees (in such order), to pay or reimburse the Master Servicer, the Special Servicer and/or the Trustee, as applicable, for all outstanding Advances (including unreimbursed Advances that have been determined to be Non-Recoverable Advances) and the related interest on Advances and other outstanding additional expenses of the Issuing Entity (exclusive of Special Servicing Fees, Workout Fees and Liquidation Fees), in each case, with respect to such Mortgage Loan or Whole Loan;

(ii) second, to the extent of all remaining Penalty Charges, Modification Fees and Assumption Fees (in such order), as a reimbursement to the Issuing Entity of all Advances (and related interest on Advances) with respect to such Mortgage Loan or Whole Loan previously determined to be Non-Recoverable Advances and previously reimbursed to the Master Servicer and/or the Trustee, as applicable, from amounts on deposit in the Collection Account (and such amounts will be retained or deposited in the Collection Account as recoveries of such Non-Recoverable Advances and related interest on Non-Recoverable Advances);

(iii) third, to the extent of all remaining Penalty Charges, Modification Fees and Assumption Fees (in such order), as a reimbursement to the Issuing Entity of all other additional expenses of the Issuing Entity (exclusive of Special Servicing Fees, Workout Fees and Liquidation Fees) with respect to such Mortgage Loan or Whole Loan previously paid from the Collection Account (and such amounts will be retained or deposited in the Collection Account as recoveries of such additional expenses of the Issuing Entity);

(iv) fourth, (a) to the extent of all remaining Penalty Charges, to pay or reimburse the Master Servicer, the Special Servicer and/or the Trustee, as applicable, for all outstanding Advances with respect to any Mortgage Loan or Whole Loan that have been determined to be Non-Recoverable Advances and related interest on Non-Recoverable Advances; and (b) to the extent of any

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remaining Modification Fees and any remaining Assumption Fees, to the Master Servicer or the Special Servicer, as applicable, as compensation;

(v) fifth, to the extent of all remaining Penalty Charges, as a reimbursement to the Issuing Entity of all Advances (and related interest on Advances) with respect to any Mortgage Loan or Whole Loan previously determined to be Non-Recoverable Advances and previously reimbursed to the Master Servicer and/or the Trustee, as applicable, from amounts on deposit in the Collection Account, unless such amounts were previously paid or reimbursed by the borrower (and such amounts will be deposited in the Collection Account as recoveries of such Non-Recoverable Advances);

(vi) sixth, to the extent of all remaining Penalty Charges, as a reimbursement to the Issuing Entity of all other additional expenses of the Issuing Entity (exclusive of Special Servicing Fees, Workout Fees and Liquidation Fees) with respect to any Mortgage Loan or Whole Loan previously paid from the Collection Account (and such amounts will be deposited in the Collection Account as recoveries of such additional expenses of the Issuing Entity); and

(vii) seventh, to the extent of all remaining Penalty Charges, to the Master Servicer or the Special Servicer, as applicable, as compensation.

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 prospectus supplement (the order set forth below not constituting an order of priority for such withdrawals): (i) to remit on or before each Master Servicer Remittance Date (A) to the Certificate Administrator for deposit into the Lower-Tier Distribution Account an amount equal to the sum of (I) the related Available Funds and any prepayment premiums or yield maintenance charges and (II) the Certificate Administrator Fee and the Trustee Fee for the related Distribution Date, (B) to the Certificate Administrator for deposit into the Excess Liquidation Proceeds Reserve Account an amount equal to the excess liquidation proceeds received in the applicable one-month period ending on the related Determination Date, if any, (C) to the Certificate Administrator for deposit into the Excess Interest Distribution Account an amount equal to the Excess Interest received in the applicable one-month period ending on the related Determination Date, if any, and (D) to the Certificate Administrator for deposit into the Interest Reserve Account an amount required to be withheld as described above under “—Accounts”, (ii) to pay or reimburse the Master Servicer and the Trustee, as applicable, pursuant to the terms of the Pooling and Servicing Agreement for Advances made by any of them and interest on Advances (the Master Servicer’s or the Trustee’s right, as applicable, to reimbursement for items described in this clause (ii) being limited as described above under “—Advances”), (iii) to pay on or before each Master Servicer Remittance Date to the Master Servicer and the Special Servicer as compensation, the aggregate unpaid servicing compensation in respect of the immediately preceding Collection Period, (iv) to pay to the Operating Advisor the Operating Advisor Consulting Fee (but only to the extent actually received from the related borrower) and the Operating Advisor Fee, (v) to pay on or before each Distribution Date to any person with respect to each related Mortgage Loan or REO Property that has previously been purchased or repurchased by such person pursuant to the Pooling and Servicing Agreement, all amounts received on such Mortgage Loan or REO Property during the applicable one-month period ending on the related Determination Date and subsequent to the date as of which the amount required to effect such purchase or repurchase was determined, (vi) to the extent not reimbursed or paid pursuant to any of the above clauses, to reimburse or pay the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and/or the Depositor for unpaid compensation (in the case of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor), unpaid additional expenses of the Issuing Entity and certain other unreimbursed expenses incurred by such person pursuant to and to the extent reimbursable under the Pooling and Servicing Agreement and to satisfy any indemnification obligations of the Issuing Entity under the Pooling and Servicing Agreement, (vii) to pay to the Certificate Administrator amounts reasonably determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed on either Trust REMIC, (viii) to withdraw any amount

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deposited into the Collection Account that was not required to be deposited in the Collection Account, and (ix) 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

Due-on-Sale

Subject to the discussion under “—Controlling Class Representative” and “—Operating Advisor” below, 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) 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 shall include, without limitation, sale or transfers of Mortgaged Properties, in full or in part, or the sale, transfer, pledge or hypothecation of direct or indirect interests in the mortgagor or its owner, to the extent prohibited under the related loan documents) to accelerate payment of that Mortgage Loan. With respect to non-Specially Serviced Mortgage Loans, 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 “—Controlling Class Representative” below) to approve or disapprove the transaction. However, neither the Master Servicer nor the Special Servicer may waive its rights of the lender or grant its consent under any due-on-sale clause, unless—

●

the Master Servicer or the Special Servicer, as applicable, has received a Rating Agency Confirmation, or

●

such Mortgage Loan (A) represents less than 5% of the principal balance of all of the Mortgage Loans in the Issuing Entity, (B) has a principal balance that is $35 million or less, and (C) is not one of the 10 largest Mortgage Loans in the pool based on principal balance (although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than $10,000,000).

Due-on-Encumbrance

Subject to the discussion under “—Controlling Class Representative” and “—Operating Advisor” below, 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) 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-encumbrance clause (which shall 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, 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 “—Controlling Class Representative” below) 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—

●

the Master Servicer or the Special Servicer, as applicable, has received a Rating Agency Confirmation, or

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●

such Mortgage Loan (A) represents less than 2% of the principal balance of all of the Mortgage Loans in the Issuing Entity, (B) has a principal balance that is $20 million or less, (C) has a loan-to-value ratio equal to or less than 85% (including any existing and proposed debt), (D) has a debt service coverage ratio equal to or greater than 1.20x (in each case, determined based upon the aggregate of the principal balance of the Mortgage Loan and Companion Loan, if any, and the principal amount of the proposed additional lien) and (E) is not one of the 10 largest Mortgage Loans in the pool based on principal balance (although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than $5,000,000).

See “Certain Legal Aspects of the Mortgage Loans—Enforceability of Certain Provisions” in the prospectus.

Inspections

The Master Servicer (or with respect to any Specially Serviced Mortgage Loan, the Special Servicer) is required to inspect or cause to be inspected each Mortgaged Property at such times and in such manner as are consistent with the Servicing Standard, but in any event at least once every calendar year with respect to Mortgage Loans with an outstanding principal balance of $2,000,000 or more and at least once every other calendar year with respect to Mortgage Loans with an outstanding principal balance of less than $2,000,000, in each case commencing in 2012; provided that the Master Servicer is not required to inspect any Mortgaged Property that has been inspected by the Special Servicer during the preceding 12 months. The Special Servicer is required to inspect the 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 12 months until such condition ceases to exist. The cost of any such inspection is required to be borne by the Master Servicer unless the related Mortgage Loan is a Specially Serviced Mortgage Loan, in which case such cost will be treated as a Property Advance (or as an expense of the Issuing Entity if the Property Advance would be a Non-Recoverable Advance) and any out-of-pocket costs will be borne by the Issuing Entity.

Evidence as to Compliance

Each of the Master Servicer, the Special Servicer (regardless of whether a special servicer has commenced special servicing of any Mortgage Loan) and the Certificate Administrator are required under the Pooling and Servicing Agreement to deliver (and the Master Servicer is required to use commercially reasonable efforts to cause any sub-servicer (required under Regulation AB) retained by it to deliver) annually to the Certificate Administrator, the Depositor, the Operating Advisor (only in the case of an officer’s certificate furnished by the Special Servicer and after the occurrence and during the continuance of a Control Termination Event) and the holder of the Companion Loan on or before the date specified in the Pooling and Servicing Agreement, an officer’s certificate of the officer responsible for the servicing activities of such party stating, among other things, that (i) a review of that party’s servicing activities during the preceding calendar year or portion of that year and of performance under the Pooling and Servicing Agreement or the sub-servicing agreement in the case of an additional servicer, as applicable, has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on the review, such party has fulfilled all of its obligations under the Pooling and Servicing Agreement or the sub-servicing agreement in the case of a sub-servicer, as applicable, in all material respects throughout the preceding calendar year or portion of the preceding year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying the failure known to such officer and the nature and status of the failure. In general, none of these parties will be responsible for the performance by any other such party of that other party’s duties described above.

In addition, the Master Servicer, the Special Servicer (regardless of whether a special servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator and the Operating Advisor, each at its own expense, are required to furnish (and each of the preceding parties, as applicable, shall use commercially reasonable efforts to cause each servicing function participant (other than another such party to the Pooling and Servicing Agreement) to furnish), annually, to the Certificate Administrator, the Operating Advisor (in the case of the Special Servicer only and after the occurrence

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and during the continuance of a Control Termination Event), the Depositor and the holder of the Companion Loan, a report (an “Assessment of Compliance”) assessing compliance by that party with the servicing criteria set forth in Item 1122(d) of Regulation AB that contains the following:

●

a statement of the party’s responsibility for assessing compliance with the servicing criteria set forth in Item 1122 of Regulation AB applicable to it;

●

a statement that the party used the criteria in Item 1122(d) of Regulation AB to assess compliance with the applicable servicing criteria;

●

the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the fiscal year covered by the Form 10-K required to be filed pursuant to the Pooling and Servicing Agreement, setting forth any material instance of noncompliance identified by the party, a discussion of each such failure and the nature and status of each such failure; and

●

a statement that a registered public accounting firm has issued an attestation report (an “Attestation Report”) on the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the prior fiscal year.

Each party that is required to deliver an Assessment of Compliance will also be required to simultaneously deliver an Attestation Report of a registered public accounting firm, prepared in accordance with the standards for attestation engagements issued or adopted by the public company accounting oversight board, that expresses an opinion, or states that an opinion cannot be expressed (and the reasons for this), concerning the party’s assessment of compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB.

Certain Matters Regarding the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor

Each of the Master Servicer, the Special Servicer and the Operating Advisor may assign its rights and delegate its duties and obligations under the Pooling and Servicing Agreement; provided that certain conditions are satisfied including obtaining a Rating Agency Confirmation. The resigning Master Servicer, Special Servicer or Operating Advisor, as applicable, must pay all costs and expenses associated with the transfer of its duties after resignation. The Pooling and Servicing Agreement provides that the Master Servicer, the Special Servicer or the Operating Advisor, as the case may be, may not otherwise resign from its obligations and duties as Master Servicer, the Special Servicer or Operating Advisor, as the case may be, except upon the determination that performance of its duties is no longer permissible under applicable law and provided that such determination is evidenced by an opinion of counsel delivered to the Trustee and the Certificate Administrator. No such resignation may become effective until the Trustee or a successor Master Servicer, Special Servicer or the Operating Advisor has assumed the obligations of the Master Servicer, the Special Servicer or the Operating Advisor under the Pooling and Servicing Agreement. The Trustee or any other successor Master Servicer, Special Servicer or Operating Advisor assuming the obligations of the Master Servicer, the Special Servicer or the Operating Advisor under the Pooling and Servicing Agreement will be entitled to the compensation to which the Master Servicer, the Special Servicer or the Operating Advisor 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 Operating Advisor can be obtained to perform such obligations for such compensation, additional amounts payable to such successor Master Servicer, Special Servicer or Operating Advisor will 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 Operating Advisor, or any director, officer, employee or agent of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor will be under any liability to the Issuing Entity, the holders of the Certificates, the holder of a Companion Loan or any other person for any action taken or for refraining from the taking of any action in good faith pursuant to the Pooling and Servicing Agreement, or for errors in judgment. However, none of the Depositor, the Master Servicer, the Special

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Servicer, the Operating 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 by such party in the Pooling and Servicing Agreement, or (ii) any willful misconduct, bad faith, fraud or negligence by such party in the performance of its respective duties under the Pooling and Servicing Agreement or by reason of negligent disregard by such party of its respective obligations or duties under the Pooling and Servicing Agreement. In addition, each of the Master Servicer, the Special Servicer and the Operating Advisor will indemnify the Issuing Entity against any and all loss, liability or reasonable expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by the Issuing Entity as a result of any willful misconduct, bad faith, fraud or negligence in the performance of the respective duties of the Master Servicer, the Special Servicer or the Operating Advisor, as the case may be, or by reason of negligent disregard of the Master Servicer’s, the Special Servicer’s or the Operating Advisor’s, as the case may be, 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 Operating Advisor and any director, officer, employee or agent of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor will be entitled to indemnification by the Issuing Entity for any loss, liability or expense incurred in connection with, or 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 an Advance that is otherwise reimbursable under the Pooling and Servicing Agreement; (iii) 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 by reason of any willful misconduct, bad faith, fraud 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 none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor will be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under the Pooling and Servicing Agreement and which in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured. The Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating 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 reasonable 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 and the Operating 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 Operating Advisor, the Certificate Administrator or the Trustee under the Pooling and Servicing Agreement. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer or the Special Servicer under the Pooling and Servicing Agreement and may, but is not obligated to, perform or cause a designee to perform any defaulted obligation of the Master Servicer or the Special Servicer or exercise any right of the Master Servicer or the Special Servicer under the Pooling and Servicing Agreement. In the event the Depositor undertakes any such action, it will be reimbursed 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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Events of Default

“Events of Default” under the Pooling and Servicing Agreement with respect to the Master Servicer or the Special Servicer, as the case may be, will include, without limitation:

(a)

(i) any failure by the Master Servicer to make a required deposit to the Collection Account or the Companion Collection Account or remit to the holder of any Companion Loan, on the day such deposit or remittance was first required to be made, which failure is not remedied within one business day or (ii) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m. New York City time on the relevant Distribution Date;

(b)

any failure by the Special Servicer to deposit into any REO Account within two business days after the day such deposit is required to be made, or to remit to the Master Servicer for deposit in the Collection Account any such remittance required to be made by the Special Servicer within one business day after such remittance is required to be made under the Pooling and Servicing Agreement;

(c)

any failure by the Master Servicer or the Special Servicer duly to observe or perform in any material respect any of its other covenants or obligations under the Pooling and Servicing Agreement, which failure continues unremedied for 30 days (10 days in the case of the Master Servicer’s failure to make a Property Advance or 30 days in the case of a failure to pay the premium for any insurance policy required to be maintained under the Pooling and Servicing Agreement or such shorter period (not less than two business days) as may be required to avoid the commencement of foreclosure proceedings for unpaid real estate taxes or the lapse of insurance, as applicable) after written notice of the failure has been given to the Master Servicer or the Special Servicer, as the case may be, by any other party to the Pooling and Servicing Agreement, 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 of any Class, evidencing, as to that Class, not less than 25% of the Voting Rights or, if affected thereby, the holder of the Companion Loan; provided, however, if that failure is capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing that cure, that 30-day period will be extended an additional 60 days; provided that the Master Servicer, or the Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day period and has certified that it has diligently pursued, and is continuing to pursue, a full cure;

(d)

any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty in the Pooling and Servicing Agreement, which materially and adversely affects the interests of any Class of Certificateholders or the holder of a Companion Loan, as applicable, and which continues unremedied for a period of 30 days after the date on which notice of that breach, requiring the same to be remedied, has been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by the holders of Certificates entitled to not less than 25% of the Voting Rights or by the holder of a Companion Loan that is affected thereby; provided, however, if that breach is capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing that cure, that 30-day period will be extended an additional 60 days; provided that the Master Servicer, or the Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day period and has certified that it has diligently pursued, and is continuing to pursue, a full cure;

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(e)

certain events of insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings in respect of or relating to the Master Servicer or the Special Servicer, and certain actions by or on behalf of the Master Servicer or the Special Servicer indicating its insolvency or inability to pay its obligations; and

(f)

Fitch, Moody’s or 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 or the Special Servicer, as applicable, as the sole or material factor in such rating action (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by Fitch, Moody’s or Morningstar, as applicable, within 60 days of such event).

Rights Upon Event of Default

If an Event of Default with respect to the Master Servicer or the Special Servicer is continuing and has not been remedied, then either (i) the Trustee may or (ii) upon the written direction of the holders of Certificates evidencing at least 25% of the aggregate Voting Rights of all Certificates, the Trustee will be required to, terminate all of the rights and obligations of the Master Servicer as master servicer or the Special Servicer as special servicer under the Pooling and Servicing Agreement and in and to the Issuing Entity (except in its capacity as a Certificateholder). Notwithstanding the foregoing, upon any termination of the Master Servicer or the Special Servicer under the Pooling and Servicing Agreement, the Master Servicer or the Special Servicer will continue to be entitled to any rights that accrued prior to the date of such termination (including the right to receive all accrued and unpaid servicing compensation through the date of termination plus reimbursement for all Advances and interest on such Advances as provided in the Pooling and Servicing Agreement).

On and after the date of termination following an Event of Default by the Master Servicer or the Special Servicer, as the case may be, the Trustee will succeed to all authority and power of the Master Servicer or the Special Servicer, as the case may be, under the Pooling and Servicing Agreement and will be entitled to the compensation arrangements to which the Master Servicer or the Special Servicer, as the case may be, would have been entitled (unless previously earned by the Master Servicer or the Special Servicer, as the case may be). If the Trustee is unwilling or unable so to act, or if the holders of Certificates evidencing at least 25% of the aggregate Voting Rights of all Certificateholders so request, or if the Rating Agencies do not provide a Rating Agency Confirmation with respect to the Trustee so acting, the Trustee must appoint, or petition a court of competent jurisdiction for the appointment of, a mortgage loan servicing institution to act as successor to the Master Servicer or Special Servicer, as applicable, under the Pooling and Servicing Agreement; provided that the Trustee must obtain a Rating Agency Confirmation regarding appointment of the proposed successor at the expense of the terminated Master Servicer or Special Servicer, as applicable, or, if the expense is not so recovered, at the expense of the Issuing Entity; provided, further that, for so long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative will have the right to approve a successor Special Servicer. Pending such appointment, the Trustee is obligated to act in such capacity in accordance with the Pooling and Servicing Agreement. The Trustee and any such successor may agree upon the servicing compensation to be paid; provided, however, that the servicing compensation may not be in excess of that permitted to the terminated Master Servicer or Special Servicer, as applicable, unless no successor can be obtained to perform the obligations for that compensation; provided, further that, for so long as no Consultation Termination Event has occurred and is continuing, the Trustee will be required to consult with the Controlling Class Representative prior to the appointment of a successor Master Servicer or Special Servicer at a servicing compensation in excess of that permitted to the terminated Master Servicer or Special Servicer, as applicable. Any compensation in excess of that payable to the predecessor Master Servicer or the Special Servicer may result in Realized Losses or other shortfalls on the Certificates.

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Notwithstanding the foregoing, (1) if any Event of Default on the part of the Master Servicer affects the Companion Loan holder and the Master Servicer is not otherwise terminated or (2) if an Event of Default on the part of the Master Servicer affects only the Companion Loan, then the Master Servicer may not be terminated by or at the direction of the holder of the Companion Loan, but the Trustee, at the written direction of the holder(s) of the Companion Loan, will be required to direct the Master Servicer to appoint a sub-servicer that will be responsible for servicing the Whole Loan.

Notwithstanding the foregoing discussion in this “—Rights Upon Event of Default” section, if the Master Servicer is terminated under the circumstances described above because of the occurrence of any of the events of default described in clause (f) under “—Events of Default” above, the Master Servicer will have the right for a period of 45 days (during which time it will continue to serve as Master Servicer), at its expense, to sell its master servicing rights with respect to the Mortgage Loans to a Master Servicer as to which Fitch, Moody’s and Morningstar have provided a Rating Agency Confirmation.

No Certificateholder will have any right under the Pooling and Servicing Agreement to institute any proceeding with respect to the Pooling and Servicing Agreement or the Mortgage Loans, unless, with respect to the Pooling and Servicing Agreement, such holder previously shall have given to the Certificate Administrator and the Trustee a written notice of a default under the Pooling and Servicing Agreement, and of the continuance of the default, and unless also the holders of at least 25% of the Voting Rights of any Class affected thereby shall have made written request of the Trustee (with a copy to the Certificate Administrator) to institute such proceeding in its own name as Trustee under the Pooling and Servicing Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred in connection with such proceeding, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute such proceeding.

The Trustee and Certificate Administrator will have no obligation to make any investigation of matters arising under the Pooling and Servicing Agreement or to institute, conduct or defend any litigation under the Pooling and Servicing Agreement or in relation to it at the request, order or direction of any of the holders of Certificates, unless such holders of Certificates shall have offered to the Trustee and or the Certificate Administrator, as applicable reasonable security or indemnity against the costs, expenses and liabilities which may be incurred in connection with such action.

Waivers of Events of Default

An Event of Default 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 Companion Collection Account or the Lower-Tier Distribution Account or in remitting payments as received, in each case in accordance with the Pooling and Servicing Agreement). If an Event of Default by the Master Servicer is waived in connection with a Whole Loan, the holder of the Companion Loan may require that the Master Servicer appoint a sub-servicer to service the Whole Loan, which sub-servicer is the subject of a Rating Agency Confirmation.

Termination of the Special Servicer

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

(a)

if a Control Termination Event has not occurred (or has occurred, but is no longer continuing), the Special Servicer may be removed at the direction of the Controlling Class Representative; and

(b)

if a Control Termination Event has occurred and is continuing the Special Servicer may be removed, in accordance with the procedures set forth below, at the written direction of (a) holders of Regular Certificates evidencing at least 75% of the aggregate Voting Rights of the Regular Certificates or (b) holders of Non-Reduced Certificates evidencing more than 50% of the Voting Rights of each Class of Non-Reduced Certificates.

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The procedures for removing a Special Servicer if a Control Termination Event has occurred and is continuing will be as follows: upon (i) the written direction of holders of Certificates evidencing at least 25% of the Voting Rights 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 of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (iii) delivery by such holders to the Certificate Administrator and the Trustee of a Rating Agency Confirmation (which confirmations will be obtained at the expense of such holders), 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 at their addresses appearing in the certificate register. Upon the written direction of (a) holders of Regular Certificates evidencing at least 75% of the Voting Rights of the Regular Certificates or (b) holders of Non-Reduced Certificates evidencing more than 50% of the Voting Rights of each Class of Non-Reduced 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 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 appointment of a successor Special Servicer will be subject to the receipt of a Rating Agency Confirmation. The Certificate Administrator will be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting notices of such requests.

In addition, any time after the occurrence and during the continuance of a Consultation Termination Event, if the Operating Advisor determines that the Special Servicer is not performing its duties as required under the Pooling and Servicing Agreement or is otherwise not acting in accordance with the Servicing Standard, the Operating Advisor will have the right to recommend the replacement of the Special Servicer. In such event, the Operating Advisor will be required to deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written recommendation detailing the reasons supporting its position (along with relevant information justifying its recommendation) and recommending a suggested replacement Special Servicer. The Certificate Administrator will be required to promptly post a copy of such recommendation on its internet website and by mail send notice to all Certificateholders, asking them to indicate whether they wish to remove the Special Servicer. Upon the written direction of holders of Non-Reduced Certificates evidencing more than 50% of the Voting Rights of each Class of Non-Reduced Certificates within 180 days of the initial request for a vote to terminate and replace the Special Servicer, the Trustee will be required to obtain a Rating Agency Confirmation from each Rating Agency, terminate all of the rights and obligations of the Special Servicer under the Pooling and Servicing Agreement, and appoint the suggested successor Special Servicer. The reasonable fees and out-of-pocket costs and expenses associated with obtaining such Rating Agency Confirmation and administering such vote will be an additional expense of the Issuing Entity.

In no event may a successor Special Servicer be a current or former Operating Advisor or any affiliate of such current or former Operating Advisor.

Amendment

The Pooling and Servicing Agreement may be amended without the consent of any of the holders of Certificates or, as applicable, the holder of the Companion Loan:

(a)

to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the holder of the Companion Loan;

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(b)

to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description of the provisions in this prospectus supplement or the prospectus, or to correct any error;

(c)

to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, any Distribution Account or any REO Account; provided that (A) the Master Servicer Remittance Date shall in no event be later than the business day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or of the holder of the Companion Loan, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);

(d)

to modify, eliminate or add to any of its provisions (i) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Issuing Entity; provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or, if applicable, the holder of the Companion Loan or (ii) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates; provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-permitted transferee (see “Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxation of Residual Certificates—Tax-Related Restrictions on Transfer of Residual Certificates” in the prospectus);

(e)

to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or the holder of the Companion Loan, as evidenced by an opinion of counsel;

(f)

to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any Rating Agency; provided that such amendment will not adversely affect in any material respect the interests of any Certificateholder or the holder of the Companion Loan; and

(g)

to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5 under the Exchange Act; provided that such modification does not materially increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer;

Notwithstanding the foregoing, no amendment to the Pooling and Servicing Agreement will be permitted if the amendment would change in any manner the obligations or rights of any Sponsor under the applicable Mortgage Loan Purchase Agreement without the consent of the related Sponsor or change in any manner the obligations or rights of any underwriter without the consent of the related underwriter.

The Pooling and Servicing Agreement may also be amended by the parties to the Pooling and Servicing Agreement with the consent of the holders of Certificates of each Class affected by the amendment evidencing, in each case, not less than 66 2/3% of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans (or the Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent of the holder of that Certificate, or that are required to be distributed to any holder of a Companion Loan without the consent of the related holder, (2) reduce the percentage of Certificates of any Class the holders of which are required to consent to the amendment or remove the requirement to obtain the consent of the holder of the Companion Loan without the consent of the holders of all Certificates of that Class then

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outstanding or the holder of the Companion Loan, as applicable, (3) change in any manner the obligations or rights of any Sponsor under the applicable Mortgage Loan Purchase Agreement without the consent of the related Sponsor, (4) change the definition of “Servicing Standard” without either (a) the consent of 100% of the Certificateholders or (b) a Rating Agency Confirmation, (5) without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer or (c) the right of the Certificateholders to terminate the Operating Advisor, (6) adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders, (7) adversely affect the holder of a Companion Loan without its consent, or (8) change in any manner the obligations or rights of any underwriter without the consent of the affected underwriter.

Notwithstanding the foregoing, the Pooling and Servicing Agreement may not be amended without the Master Servicer, the Special Servicer, the Trustee and/or the Certificate Administrator (in each case, only if requested by such party) having first received an opinion of counsel (at the expense of the person requesting the amendment) to the effect that the amendment will not result in the imposition of a tax on any portion of the Issuing Entity or cause either Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust. The party requesting an amendment to the Pooling and Servicing Agreement will be required to give each Rating Agency prior written notice of such amendment.

Realization Upon Mortgage Loans

Specially Serviced Mortgage Loans; Appraisals

Promptly upon the occurrence of an Appraisal Reduction Event, the Special Servicer will be required to use reasonable efforts to obtain an appraisal of the Mortgaged Property or REO Property, as the case may be, from an Appraiser in accordance with MAI standards (an “Updated Appraisal”). However, the Special Servicer will not be required to obtain an Updated Appraisal of any Mortgaged Property with respect to which there exists an appraisal from an Appraiser in accordance with MAI standards which is less than nine months old, unless the Special Servicer determines that such previously obtained Appraisal is materially inaccurate. The cost of any Updated Appraisal will be a Property Advance.

Standards for Conduct Generally in Effecting Foreclosure or the Sale of Defaulted Loans

In connection with any foreclosure, enforcement of the loan documents, or other acquisition, the cost and expenses of any such proceeding will be a Property Advance.

If the Special Servicer elects to proceed with a non-judicial foreclosure in accordance with the laws of the state where the Mortgaged Property is located, the Special Servicer shall not be required to pursue a deficiency judgment against the related borrower, if available, or any other liable party if the laws of the state do not permit such a deficiency judgment after a non-judicial foreclosure or if the Special Servicer determines, in accordance with the Servicing Standard, that the likely recovery if a deficiency judgment is obtained will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing the deficiency judgment and such determination is evidenced by an officers’ certificate delivered to the Trustee, the Certificate Administrator and (prior to the occurrence and continuance of a Consultation Termination Event) the Controlling Class Representative (other than with respect to the Whole Loan prior to an AB Control Appraisal Period) and (prior to an AB Control Appraisal Period) the Whole Loan Directing Holder (with respect to the Whole Loan).

Notwithstanding anything in this prospectus supplement to the contrary, the Pooling and Servicing Agreement will provide that the Special Servicer will not, on behalf of the Issuing Entity or, if applicable, the holder of the Companion Loan, obtain title to a Mortgaged Property as a result of foreclosure or by deed in lieu of foreclosure or otherwise, and will not otherwise acquire possession of, or take any other action with respect to, any Mortgaged Property if, as a result of any such action, the Trustee, the Certificate Administrator or the Issuing Entity or the holders of Certificates or the holder of the Companion Loan, would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or

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“operator” of, such Mortgaged Property within the meaning of the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or any comparable law, unless the Special Servicer has previously determined, based on an updated environmental assessment report prepared by an independent person who regularly conducts environmental audits, that: (i) such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant, that it would be in the best economic interest of the Issuing Entity and, if applicable, the holder of the Companion Loan (as a collective whole) to take such actions as are necessary to bring such Mortgaged Property in compliance with applicable environmental laws and (ii) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be required, after consultation with an environmental consultant it would be in the best economic interest of the Issuing Entity and, if applicable, the holder of the Companion Loan (as a collective whole as if the Issuing Entity and, if applicable, the holder of the Companion Loan constituted a single lender) to take such actions with respect to the affected Mortgaged Property as could be required by such law or regulation. If appropriate, the Special Servicer may establish a single member limited liability company with the Issuing Entity and, if applicable, the holder of the Companion Loan, as the sole owner to hold title to the Mortgaged Property.

In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale is required to be issued to the Trustee, to a co-trustee or to its nominee or a separate trustee or co-trustee on behalf of the Trustee, on behalf of holders of Certificates and, if applicable, the holder of the Companion Loan. Notwithstanding any such acquisition of title and cancellation of the related Mortgage Loan or the Whole Loan, such Mortgage Loan will be considered to be an REO Mortgage Loan held in the Issuing Entity until such time as the related REO Property shall be sold by the Issuing Entity.

If title to any Mortgaged Property is acquired by the Issuing Entity (directly or through a single member limited liability company established for that purpose), the Special Servicer will be required to sell the Mortgaged Property prior to the close of the third calendar year beginning after the year of acquisition, unless (1) the IRS grants (or does not deny) an extension of time to sell the property or (2) the Special Servicer, the Certificate Administrator and the Trustee receive an opinion of independent counsel to the effect that the holding of the property by the Lower-Tier REMIC longer than the above-referenced three year period will not result in the imposition of a tax on either Trust REMIC or cause either Trust REMIC to fail to qualify as a REMIC under the Code for federal income tax purposes at any time that any Certificate is outstanding. Subject to the foregoing and any other tax-related limitations, pursuant to the Pooling and Servicing Agreement, the Special Servicer will generally be required to attempt to sell any Mortgaged Property so acquired in accordance with the Servicing Standard. The Special Servicer will also be required to ensure that any Mortgaged Property acquired by the Issuing Entity is administered so that it constitutes “foreclosure property” within the meaning of Code Section 860G(a)(8) at all times, and that the sale of the property does not result in the receipt by the Issuing Entity of any income from nonpermitted assets as described in Code Section 860F(a)(2)(B). If the Lower-Tier REMIC acquires title to any Mortgaged Property, the Special Servicer, on behalf of the Lower-Tier REMIC, will retain, at the expense of the Issuing Entity, an independent contractor to manage and operate the property. The independent contractor generally will be permitted to perform construction (including renovation) on a foreclosed property only if the construction was at least 10% completed at the time default on the related Mortgage Loan became imminent. The retention of an independent contractor, however, will not relieve the Special Servicer of its obligation to manage the Mortgaged Property as required under the Pooling and Servicing Agreement.

Generally, neither Trust REMIC will be taxable on income received with respect to a Mortgaged Property acquired by the Issuing Entity to the extent that it constitutes “rents from real property”, within the meaning of Code Section 856(c)(3)(A) and Treasury regulations under the Code. Rents from real property include fixed rents and rents based on the gross receipts or sales of a tenant but do not include the portion of any rental based on the net income or profit of any tenant or sub-tenant. No determination has been made whether rent on any of the Mortgaged Properties meets this requirement. Rents from

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real property include charges for services customarily furnished or rendered in connection with the rental of real property, whether or not the charges are separately stated. Services furnished to the tenants of a particular building will be considered as customary if, in the geographic market in which the building is located, tenants in buildings which are of similar class are customarily provided with the service. No determination has been made whether the services furnished to the tenants of the Mortgaged Properties are “customary” within the meaning of applicable regulations. It is therefore possible that a portion of the rental income with respect to a Mortgaged Property owned by the Issuing Entity would not constitute rents from real property, or that none of such income would qualify if a separate charge is not stated for such non-customary services or they are not performed by an independent contractor. Rents from real property also do not include income from the operation of a trade or business on the Mortgaged Property, such as a hospitality property. Any of the foregoing types of income may instead constitute “net income from foreclosure property”, which would be taxable to the Lower-Tier REMIC at the highest marginal federal corporate rate (currently 35%) and may also be subject to state or local taxes. The Pooling and Servicing Agreement provides that the Special Servicer will be permitted to cause the Lower-Tier REMIC to earn “net income from foreclosure property” that is subject to tax if it determines that the net after-tax benefit to Certificateholders is greater than another method of operating or net leasing the Mortgaged Property. Because these sources of income, if they exist, are already in place with respect to the Mortgaged Properties, it is generally viewed as beneficial to Certificateholders to permit the Issuing Entity to continue to earn them if it acquires a Mortgaged Property, even at the cost of this tax. These taxes would be chargeable against the related income for purposes of determining the proceeds available for distribution to holders of Certificates. See “Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxes That May Be Imposed on the REMIC Pool—Prohibited Transactions” in the prospectus.

To the extent that liquidation proceeds collected with respect to any Mortgage Loan are less than the sum of (1) the outstanding principal balance of the Mortgage Loan, (2) interest accrued on the Mortgage Loan and (3) the aggregate amount of outstanding reimbursable expenses (including any (i) unpaid servicing compensation, (ii) unreimbursed Property Advances, (iii) accrued and unpaid interest on all Advances and (iv) additional expenses of the Issuing Entity) incurred with respect to the Mortgage Loan, the Issuing Entity will realize a loss in the amount of the shortfall. The Trustee, the Master Servicer and/or the Special Servicer will be entitled to reimbursement out of the liquidation proceeds recovered on any Mortgage Loan, prior to the distribution of those liquidation proceeds to Certificateholders, of any and all amounts that represent unpaid servicing compensation in respect of the related Mortgage Loan, certain unreimbursed expenses incurred with respect to the Mortgage Loan and any unreimbursed Advances (including interest on Advances) made with respect to the Mortgage Loan. In addition, amounts otherwise distributable on the Certificates will be further reduced by interest payable to the Master Servicer, the Special Servicer or Trustee on these Advances.

Sale of Defaulted Mortgage Loans and REO Properties

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 Companion Loan holder in such manner as will be reasonably likely to realize a fair price. The Special Servicer will be required to accept the first (and, if multiple bids are contemporaneously received, the highest) cash bid received from any person that constitutes a fair price for the defaulted Mortgage Loan. The Special Servicer is required to notify the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) of any inquiries or bids received regarding the sale of any defaulted Mortgage Loan or any REO Property.

The Special Servicer will be required to determine whether any cash bid constitutes a fair price for any defaulted Mortgage Loan if the highest bidder is a person other than an Interested Person. In determining whether any offer from a person other than an Interested Person constitutes a fair price for

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any defaulted Mortgage Loan, the Special Servicer will be required to take into account (in addition to the results of any appraisal, updated appraisal or narrative appraisal that it may have obtained pursuant to the Pooling and Servicing Agreement within the prior 9 months), 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 or Whole Loan, the occupancy level and physical condition of the defaulted Mortgage Loan and the state of the local economy.

If the highest bidder is an Interested Person (provided that the Trustee may not be a bidder), then the Trustee will be required to determine whether the cash bid constitutes a fair price. However, no bid from an Interested Person will constitute a fair price unless (i) it is the highest bid received and (ii) at least two other bids are received from independent third parties. In determining whether any offer received from an Interested Person represents a fair price for any such defaulted Mortgage Loan, the Trustee will be required to obtain, and will be required to rely on, a new appraisal conducted in accordance with the Pooling and Servicing Agreement. The cost of any appraisal will be covered by, and will be reimbursable as, a Property Advance.

Except following the occurrence and during the continuance of a Consultation Termination Event, any sale of any defaulted Mortgage Loan for less than the Repurchase Price (excluding the amount described in clause (6) of the definition of “Repurchase Price”) will be subject to the right of the Controlling Class Representative to match the price at which the defaulted Mortgage Loan is to be sold and purchase such defaulted Mortgage Loan instead of the original bidder (the “Controlling Class Purchase Option”). The Controlling Class Representative will be required to notify the Special Servicer of its intention to exercise such Controlling Class Purchase Option within 5 business days of written notice from the Special Servicer, and will be required to purchase the related Mortgage Loan within 15 business days of the written notice from the Special Servicer. In the event the Controlling Class Representative does not exercise its Controlling Class Purchase Option and any contemplated sale is not ultimately consummated, the Controlling Class Representative will have the Controlling Class Purchase Option with respect to any subsequent sale of that defaulted Mortgage Loan by the Special Servicer. If the Controlling Class Representative exercises the Controlling Class Purchase Option, then the Trustee will be required to determine whether the purchase price constitutes a fair price pursuant to the Pooling and Servicing Agreement. Any costs and fees of the Trustee in connection with the Controlling Class Representative’s exercise of the Controlling Class Purchase Option will be reimbursable by the Controlling Class Representative.

The Special Servicer is required to use reasonable efforts to solicit offers for each REO Property on behalf of the Certificateholders and the holder of the Companion Loan and to sell each REO Property in the same manner as with respect to a defaulted Mortgage Loan.

Notwithstanding any of the foregoing paragraphs, but subject to the Controlling Class Purchase Option with respect to a defaulted Mortgage Loan, the Special Servicer will not be required to accept the highest cash offer for a defaulted Mortgage Loan or REO Property if the Special Servicer determines (in consultation with the Controlling Class Representative), in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the Certificateholders and, in the case of a sale of an REO Property related to the Whole Loan, the holder of the Companion Loan (as a collective whole as if such Certificateholders and, if applicable, such Companion Loan holder constituted a single lender), and the Special Servicer may accept a lower cash offer (from any person other than itself or an affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of such offer would be in the best interests of the Certificateholders and, in the case of the Whole Loan, the Companion Loan holder (as a collective whole as if such Certificateholders and, if applicable, such Companion Loan holder constituted a single lender).

An “Interested Person” is the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, any Sponsor, any borrower, any manager of a Mortgaged Property, any independent contractor engaged by the Special Servicer or any affiliate of any of the preceding entities.

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Modifications, Waivers and Amendments

The Pooling and Servicing Agreement will permit (a) with respect to any non-Specially Serviced Mortgage Loan, the Master Servicer (subject to the Special Servicer’s consent if the related modification, waiver or amendment constitutes a Major Decision), or (b) with respect to any Specially Serviced Mortgage Loan, the Special Servicer, in each case subject to the consulting rights of the Operating Advisor and the consent or consulting rights of the Controlling Class Representative or the Whole Loan Directing Holder (as applicable), to modify, waive or amend any term of any Mortgage Loan or Whole Loan if such modification, waiver or amendment (i) is consistent with the Servicing Standard and (ii) would not constitute a “significant modification” of such Mortgage Loan or Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (A) cause either Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust or (B) result in the imposition of a tax upon either Trust REMIC or the Issuing Entity (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)).

In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage Loan 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 require the related borrower to provide such calculation to the Master Servicer or the Special Servicer, as applicable) 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, unless then permitted by the REMIC provisions, such calculation shall exclude the value of personal property and going concern value, if any.

With respect to non-Specially Serviced Mortgage Loans, the Master Servicer, prior to taking any action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) will be required to prepare and submit its written analysis and recommendation 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 “—Controlling Class Representative” below and “Description of the Mortgage Pool—The Whole Loan” in this prospectus supplement) to approve or disapprove any modification, waiver or amendment that constitutes a Major Decision.

In no event, however, will the Special Servicer be permitted to (i) extend the maturity date of a Mortgage Loan or Whole Loan beyond a date that is 3 years prior to the Rated Final Distribution Date, or (ii) if the Mortgage Loan or Whole Loan is secured by a ground lease, extend the maturity date of such Mortgage Loan or Whole Loan beyond a date which is 20 years or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease, ten years, prior to the end of the current term of the ground lease, plus any options to extend exercisable unilaterally by the borrower.

Any modification, waiver or amendment with respect to the Whole Loan may be subject to the approval of the holder of the Companion Loan as described under “Description of the Mortgage Pool—The Whole Loan” in this prospectus supplement.

The Master Servicer or the Special Servicer, as applicable, is required to notify the Trustee, the Certificate Administrator, the Depositor, the Companion Loan holder (only in the case of the Whole Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Rating Agencies, in writing, of any modification, waiver or amendment of any term of any Mortgage Loan or the Whole Loan and the date of the modification and deliver a copy to the Trustee, the Companion Loan holder (only in the case of the Whole Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event), and

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the original to the Certificate Administrator of the recorded agreement relating to such modification, waiver or amendment within 15 business days following the execution and recordation of the agreement.

Any Modification Fees paid by any borrower to the Master Servicer or the Special Servicer with respect to a modification, consent, extension, waiver or amendment of any term of a Mortgage Loan (or Whole Loan, if applicable) will be applied as described under “The Pooling and Servicing Agreement—Application of Penalty Charges, Modification Fees and Assumption Fees” in this prospectus supplement.

The Master Servicer and the Special Servicer, as applicable, will be required, no less often than on a monthly basis, to make a knowledgeable servicing officer available via telephone to verbally answer questions from the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which such Master Servicer or Special Servicer, as applicable, is responsible.

Controlling Class Representative

General

For so long as a Control Termination Event has not occurred and is not continuing, the Controlling Class Representative will be entitled to advise (1) the Special Servicer, with respect to all Specially Serviced Mortgage Loans and (2) the Special Servicer, with respect to non-Specially Serviced Mortgage Loans, as to all matters for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer, in each case as described below.

Except as otherwise described in the succeeding paragraphs below or under “Description of the Mortgage Pool—The Whole Loan” in this prospectus supplement, (a) the Master Servicer will not be permitted to take any of the following actions unless it has obtained the consent of the Special Servicer and (b) for so long as a Control Termination Event has not occurred and is not continuing, the Special Servicer will not be permitted to consent to the Master Servicer’s taking any of the following actions, nor will the Special Servicer itself be permitted to take any of the following actions, as to which the Controlling Class Representative has objected in writing within ten business days (or in the case of a determination of an Acceptable Insurance Default, 30 days) after receipt of the written recommendation and analysis from the Special Servicer (provided that if such written objection has not been received by the Special Servicer within the ten-day or, if applicable, 30-day period, the Controlling Class Representative will be deemed to have approved such action) (each of the following, a “Major Decision”):

(i) 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;

(ii) any modification, consent to a modification or waiver of any monetary term (other than Penalty Charges) or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs but excluding waiver of Penalty Charges) of a Mortgage Loan or any extension of the maturity date of such Mortgage Loan;

(iii) any sale of a defaulted Mortgage Loan or REO Property (other than in connection with the termination of the Issuing Entity as described under “The Pooling and Servicing Agreement—Optional Termination; Optional Mortgage Loan Purchase” in this prospectus supplement) for less than the applicable Repurchase Price (excluding the amount described in clause (6) of the definition of “Repurchase Price”);

(iv) any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous material located at an REO Property;

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(v) any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or any consent to either of the foregoing, other than if required pursuant to the specific terms of the related Mortgage Loan and for which there is no material lender discretion;

(vi) 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, other than any such transfer or incurrence of debt as may be effected without the consent of the lender under the related loan agreement;

(vii) any property management company changes (with respect to a Mortgage Loan with a Stated Principal Balance greater than $2,500,000) or franchise changes (with respect to a Mortgage Loan for which the lender is required to consent or approve under the Mortgage Loan documents);

(viii) releases of any escrow accounts, reserve accounts or letters of credit held as performance or “earn-out” escrows or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan and for which there is no material lender discretion;

(ix) any acceptance of an assumption agreement releasing a borrower from liability under a Mortgage Loan other than pursuant to the specific terms of such Mortgage Loan and for which there is no material lender discretion;

(x) the determination of the Special Servicer pursuant to clause (b) or clause (g) of the definition of “Servicing Transfer Event”;

(xi) 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 Mortgage Loan documents or with respect to the related borrower or Mortgaged Property;

(xii) any modification, waiver or amendment of an intercreditor agreement, co-lender 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, in each case, in a manner that materially and adversely affects the holders of the Control Eligible Certificates;

(xiii) any determination of an Acceptable Insurance Default;

(xiv) any proposed modification or waiver of any material provision in the related Mortgage Loan documents governing the type, nature or amount of insurance coverage required to be obtained and maintained by the related borrower; and

(xv) any approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property;

provided that in the event that the Master Servicer or the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders and, with respect to any applicable Whole Loan, the holder of the Companion Loan (as a collective whole as if such Certificateholders and Companion Loan holder constituted a single lender), the Master Servicer or the Special Servicer, as the case may be, may take any such action without waiting for the Controlling Class Representative’s (or, if applicable, the Special Servicer’s) response. The Special Servicer is not required to obtain the consent of the Controlling Class Representative for any of the foregoing actions following the occurrence and during the continuance of a Control Termination Event; provided, however, that after the occurrence and during the continuance of a Control Termination Event, the Special Servicer will be required to consult with the Controlling Class Representative (until the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor in connection with any Major Decision and to consider alternative

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actions recommended by the Controlling Class Representative and the Operating Advisor, but only to the extent that consultation with, or consent of, the Controlling Class Representative would have been required prior to the occurrence and continuance of the Control Termination Event; provided that such consultation is not binding on the Special Servicer.

In addition, unless a Control Termination Event has occurred and is continuing, 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 or a Whole Loan, as applicable, as the Controlling Class Representative may reasonably deem advisable. 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 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.

The “Controlling Class Representative” is the Controlling Class Certificateholder (or other representative) selected by more than 50% of the Controlling Class Certificateholders, by Certificate Principal Amount, as determined by the Certificate Registrar from time to time, with notice of such selection delivered to the Master Servicer, the Trustee and the Certificate Administrator; provided, however, that (i) absent that selection, or (ii) until a Controlling Class Representative is so selected or (iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Principal Amount, that a Controlling Class Representative is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Principal Amount of the Controlling Class will be the Controlling Class Representative.

The initial Controlling Class Representative will be Torchlight Investors, LLC, on behalf of one or more managed funds or accounts.

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

The “Controlling Class” will be as of any time of determination the most subordinate class of Control Eligible Certificates then outstanding that has an aggregate Certificate Principal Amount, as notionally reduced by any Appraisal Reductions allocable to such Class, at least equal to 25% of the initial Certificate Principal Amount of that Class. The Controlling Class as of the Closing Date will be the Class G Certificates.

A “Consultation Termination Event” will occur when there is no Class of Control Eligible Certificates that has a Certificate Principal Amount (without regard to the application of any Appraisal Reductions) at least equal to 25% of the initial Certificate Principal Amount of that Class. After the occurrence and during the continuance of a Consultation Termination Event, no Class of Certificates will act as the Controlling Class and the Controlling Class Representative will have no rights under the Pooling and Servicing Agreement.

The Master Servicer, Special Servicer or Trustee may request that the Certificate Administrator determine which Class of Certificates is the then-current Controlling Class and the Certificate Administrator must thereafter provide such information to the requesting party. The Master Servicer, Special Servicer or the Trustee may request that the Certificate Administrator provide, and the Certificate Administrator must so provide, a list of the holders (or beneficial owners, if applicable, at the expense of the Issuing Entity) of the Controlling Class. The Master Servicer, Special Servicer and the Trustee may each rely on any such list so provided.

A “Control Termination Event” will occur when there is no Class of Control Eligible Certificates that has a Certificate Principal Amount (as notionally reduced by any Appraisal Reductions allocable to such class) that is at least equal to 25% of the initial Certificate Principal Amount of that Class.

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After the occurrence and during the continuance of a Consultation Termination Event, the Controlling Class Representative will have no consultation or consent rights under the Pooling and Servicing Agreement and will have no right to receive any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Controlling Class Representative. However, the Controlling Class Representative will maintain the right to exercise its Voting Rights for the same purposes as any other Certificateholder under the Pooling and Servicing Agreement.

Neither the Master Servicer nor the Special Servicer will be required to take or to refrain from taking any action pursuant to instructions from the Controlling Class Representative, or due to any failure to approve an action by any such party, or due to an objection by any such party that would cause either the Master Servicer or the Special Servicer to violate applicable law, the related Mortgage Loan documents, the Pooling and Servicing Agreement (including the Servicing Standard), any related co-lender agreements or the REMIC provisions.

The Controlling Class Representative has certain rights to remove and replace the Special Servicer as described under “The Pooling and Servicing Agreement—Termination of the Special Servicer” in this prospectus supplement.

Notwithstanding the foregoing, in the case of the Whole Loan, for so long as the holder of the Companion Loan is the Whole Loan Directing Holder, only the holder of the Companion Loan may exercise the rights of the Controlling Class Representative described in this “—Controlling Class Representative” section. In addition, for so long as the holder of the Companion Loan is the Whole Loan Directing Holder, it will be unaffected by the occurrence of a Control Termination Event or a Consultation Termination Event, and it will have such additional rights as are described under “Description of the Mortgage Pool—The Whole Loan” in this prospectus supplement.

Limitation on Liability of the Controlling Class Representative

The Controlling Class Representative will not be liable to the Issuing Entity or the Certificateholders for any action taken, or for refraining from the taking of any action or for errors in judgment. However, the Controlling Class Representative will not be protected against any liability to the Controlling Class Certificateholders that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties.

Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that the Controlling Class Representative:

(a) may have special relationships and interests that conflict with those of holders of one or more Classes of Certificates;

(b) may act solely in the interests of the holders of the Controlling Class;

(d) may take actions that favor the interests of the holders of the Controlling Class over the interests of the holders of one or more other Classes of Certificates; and

(e) will have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted as set forth in (a) – (d) above, and no Certificateholder may take any action whatsoever against the Controlling Class Representative or any affiliate, director, officer, employee, shareholder, member, partner, agent or principal of the Controlling Class Representative for having so acted.

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

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does not violate any law or the Servicing Standard or the provisions of the Pooling and Servicing Agreement or any Intercreditor Agreement, will not result in any liability on the part of the Master Servicer or the Special Servicer.

Operating Advisor

General Obligations

After the occurrence and during the continuance of a Control Termination Event, the Operating Advisor will generally review the Special Servicer’s operational practices in respect of Specially Serviced Mortgage Loans to formulate an opinion as to whether or not those operational practices generally satisfy the Servicing Standard with respect to the resolution and/or liquidation of the Specially Serviced Mortgage Loans, each in accordance with the Operating Advisor Standard. In addition, after the occurrence and during the continuance of a Control Termination Event, the Operating Advisor will consult with the Special Servicer in accordance with the Operating Advisor Standard with regard to certain matters with respect to the servicing of the Specially Serviced Mortgage Loans to the extent described in this prospectus supplement and the Pooling and Servicing Agreement. The Operating Advisor will act solely as a contracting party to the extent described in this prospectus supplement and under the Pooling and Servicing Agreement, will have no fiduciary duty, will have no other duty except with respect to its specific obligations under the Pooling and Servicing Agreement, and will have no duty or liability to any particular Class of Certificates or any Certificateholder. The Operating Advisor will not be charged with changing the outcome on any particular Specially Serviced Mortgage Loan. By purchasing a Certificate, potential investors acknowledge and agree that there could be multiple strategies to resolve any Specially Serviced Mortgage Loan and the goal of the Operating Advisor’s participation is to provide additional oversight relating to the Special Servicer’s compliance with the Servicing Standard in making its determinations as to which strategy to execute. After the occurrence and during the continuance of a Control Termination Event, the Operating Advisor’s review of information (other than a Final Asset Status Report and information accompanying such report) or interaction with the Special Servicer related to any specific Specially Serviced Mortgage Loan is only to provide background information and to allow more meaningful interaction with the Special Servicer. Potential investors should note that the Operating Advisor is not an “advisor” for any purpose other than as specifically set forth in the Pooling and Servicing Agreement and is not an advisor to any person, including without limitation any Certificateholder. See “Risk Factors—Your Lack of Control Over the Issuing Entity Can Create Risks” in this prospectus supplement.

Following the occurrence and during the continuation of a Control Termination Event, the Operating Advisor will have certain consultation rights with respect to Major Decisions as described under “—Controlling Class Representative” and “—Asset Status Reports” in this prospectus supplement.

Prior to the occurrence and continuance of a Control Termination Event, the Operating Advisor is required to promptly review (i) all information available to Privileged Persons on the Certificate Administrator’s website with respect to the Special Servicer, assets on the CREFC servicer watch list and Specially Serviced Mortgage Loans and (ii) each Final Asset Status Report. Prior to the occurrence and continuance of a Control Termination Event, the Operating Advisor’s obligations will be limited to the review described in the immediately preceding sentence and generally will not involve an assessment of specific actions of the Special Servicer and, in any event, will be subject to limitations described in this prospectus supplement or the Pooling and Servicing Agreement.

Prior to the occurrence and continuance of a Control Termination Event, the Operating Advisor will have no specific involvement with respect to collateral substitutions, assignments, workouts, modifications, consents, waivers, insurance policies, borrower substitutions, lease modifications and amendments and other similar actions that the Special Servicer may perform under the Pooling and Servicing Agreement.

Prior to the occurrence and continuance of a Control Termination Event, the Special Servicer will deliver to the Operating Advisor each Final Asset Status Report. The Operating Advisor will be obligated

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to keep confidential any Privileged Information received from the Special Servicer, Controlling Class Representative or Whole Loan Directing Holder in connection with the Controlling Class Representative’s or the Whole Loan Directing Holder’s exercise of any rights under the Pooling and Servicing Agreement (including, without limitation, in connection with any asset status report) or otherwise in connection with the Mortgage Loans.

The Operating Advisor is required to keep all Privileged Information confidential and may not disclose such Privileged Information to any person (including Certificateholders other than the Controlling Class Representative), other than (1) to the extent expressly required by the Pooling and Servicing Agreement, to the other parties to the Pooling and Servicing Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to the Pooling and Servicing Agreement that receives Privileged Information from the Operating Advisor with a notice stating that such information is Privileged Information may not disclose such Privileged Information to any person without the prior written consent of the Special Servicer, the Controlling Class Representative (with respect to any Mortgage Loan other than the Whole Loan) and the Whole Loan Directing Holder (with respect to the Whole Loan) other than pursuant to a Privileged Information Exception.

In addition, prior to the occurrence and continuance of a Control Termination Event, the Special Servicer will 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 Operating Advisor after they have been finalized. The Operating Advisor will review such calculations but may not opine on, or otherwise call into question, such Appraisal Reduction calculations and/or net present value calculations; provided, however, if the Operating Advisor discovers a math error contained in such calculations, then the Operating Advisor will be required to notify the Special Servicer and the Controlling Class Representative of such error.

The “Operating Advisor Standard” means the Operating Advisor is required to act solely on behalf of the Issuing Entity and in the best interest of, and for the benefit of, the Certificateholders (as a collective whole as if such Certificateholders constituted a single lender), and not any particular Class of those Certificateholders (as determined by the Operating Advisor in the exercise of its good faith and reasonable judgment).

“Privileged Information” means (i) any correspondence or other communications between the Controlling Class Representative or the Whole Loan Directing Holder and the Special Servicer related to any Specially Serviced Mortgage Loan or the exercise of the consent or consultation rights of the Controlling Class Representative or the Whole Loan Directing Holder under the Pooling and Servicing Agreement, (ii) any strategically sensitive information that the Special Servicer has reasonably determined could compromise the Issuing Entity’s position in any ongoing or future negotiations with the related borrower or other interested party, and (iii) information subject to attorney-client privilege.

“Privileged Information Exception” means, with respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Operating Advisor, as evidenced by an opinion of counsel delivered to each of the Special Servicer, the Controlling Class Representative (with respect to any Mortgage Loan other than the Whole Loan), the Whole Loan Directing Holder (with respect to the Whole Loan), the Certificate Administrator and the Trustee), required by law, rule, regulation, order, judgment or decree to disclose such information.

A “Final Asset Status Report” with respect to any Specially Serviced Mortgage Loan, means each related asset status report, together with such other data or supporting information provided by the Special Servicer to the Operating Advisor, the Controlling Class Representative or the Whole Loan Directing Holder, in each case, which does not include any communications (other than the related asset status report) between the Special Servicer and the Controlling Class Representative or the Whole Loan

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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, prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative (other than with respect to the Whole Loan prior to an AB Control Appraisal Event) or, prior to an AB Control Appraisal Period, the Whole Loan Directing Holder (with respect to the Whole Loan) 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 the asset status report is otherwise implemented by the Special Servicer in accordance with the terms of the Pooling and Servicing Agreement.

After the occurrence and during the continuance of a Control Termination Event, the Special Servicer will forward any Appraisal Reduction and net present value calculations to the Operating Advisor and the Operating Advisor is required to promptly recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any Appraisal Reduction or 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 prior to utilization by the Special Servicer. The Special Servicer will be required to deliver the foregoing calculations together with information and support materials (including such additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Information) to the Operating Advisor. The Operating Advisor will recalculate and verify the accuracy of those calculations and, in the event the Operating Advisor does not agree with the mathematical calculations or the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and Special Servicer will consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement. In the event the Operating Advisor and Special Servicer are not able to resolve such matters, the Operating Advisor will promptly notify the Certificate Administrator and the Certificate Administrator will determine any necessary action to take in accordance with the Pooling and Servicing Agreement.

The ability to perform the duties of the Operating Advisor and the quality and the depth of any annual report will be dependent upon the timely receipt of information required to be delivered to the Operating Advisor and the accuracy and the completeness of such information. In addition, it is possible that the lack of access to Privileged Information may limit or prohibit the Operating Advisor from performing its duties under the Pooling and Servicing Agreement and, in either case, the Operating Advisor will not be subject to liability arising from its lack of access to Privileged Information.

Annual Report

Following the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s review of any annual compliance statement, Assessment of Compliance, Attestation Report, asset status report and other information (other than any communications between the Controlling Class Representative or the Whole Loan Directing Holder, as applicable, and the Special Servicer that would be Privileged Information) delivered to the Operating Advisor by the Special Servicer, the Operating Advisor will prepare an annual report to be provided to the Depositor (who will deliver the annual report to the Rating Agencies), the Trustee and the Certificate Administrator (and made available through the Certificate Administrator’s website) setting forth its assessment of the Special Servicer’s performance of its duties under the Pooling and Servicing Agreement on a platform-level basis with respect to the resolution and liquidation of Specially Serviced Mortgage Loans and with respect to each asset status report delivered to the Operating Advisor by the Special Servicer during the prior calendar year.

The Operating Advisor will be required to deliver to the Special Servicer, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event and other than with respect to the Whole Loan, for so long as the Companion Loan holder or its designee is the Whole Loan Directing Holder) and the Whole Loan Directing Holder (with respect to the Whole Loan, for

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so long as the Companion Loan holder or its designee is the Whole Loan Directing Holder) any annual report produced by the Operating Advisor at least 5 business days prior to its delivery to the Depositor, the Trustee and the Certificate Administrator. The Operating Advisor may, but will not be obligated to, revise the annual report based on any comments received from the Special Servicer.

Following the occurrence and during the continuance of a Control Termination Event, in each annual report, the Operating Advisor will identify any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under the Pooling and Servicing Agreement with respect to the resolution and liquidation of Specially Serviced Mortgage Loans based on the limited review required in the Pooling and Servicing Agreement. Each annual report will be required to comply with the confidentiality requirements described in this prospectus supplement regarding Privileged Information and as otherwise set forth in the Pooling and Servicing Agreement.

Termination of the Special Servicer

At any time after the occurrence and during the continuance of a Consultation Termination Event, if the Operating Advisor determines that the Special Servicer is not performing its duties as required under the Pooling and Servicing Agreement or is otherwise not acting in accordance with the Servicing Standard, the Operating Advisor may recommend the replacement of the Special Servicer in the manner described under “The Pooling and Servicing Agreement—Termination of the Special Servicer” in this prospectus supplement.

Operating Advisor Termination Events

The following constitute Operating Advisor termination events under the Pooling and Servicing Agreement (each, an “Operating Advisor Termination Event”) whether any such event is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:

(a) any failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material breach of its representations or warranties under the Pooling and Servicing Agreement, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure is given to the Operating Advisor by the Trustee or the Certificate Administrator or to the Operating 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 Operating Advisor will have an additional cure period of 30 days to effect such cure so long as it has commenced to cure such failure within the initial 30-day period and has provided the Trustee and the Certificate Administrator with an officer’s certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;

(b) any failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure continues unremedied for a period of 30 days;

(c) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Operating Advisor, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days;

(d) the Operating Advisor consents to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the Operating Advisor or of or relating to all or substantially all of its property; or

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(e) the Operating Advisor admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations.

Upon receipt by the Certificate Administrator of notice of the occurrence of any Operating Advisor Termination Event, the Certificate Administrator will be required to promptly provide written notice to all Certificateholders electronically by posting such notice on its internet website and by mail, unless such Operating Advisor Termination Event has been remedied.

Rights Upon Operating Advisor Termination Event

If an Operating Advisor Termination Event occurs, and in each and every such case, so long as such Operating Advisor Termination Event has not been remedied, then either the Trustee (i) may or (ii) upon the written direction of holders of Certificates evidencing at least 25% of the Voting Rights of each Class of Non-Reduced Certificates, will be required to, terminate all of the rights and obligations of the Operating Advisor under the Pooling and Servicing Agreement, other than rights and obligations accrued prior to such termination and other than indemnification rights (arising out of events occurring prior to such termination), by written notice to the Operating Advisor.

As soon as practicable, but in no event later than 15 business days after (i) the Operating Advisor resigns or (ii) the Trustee or the Certificate Administrator delivers such written notice of termination to the Operating Advisor, the Trustee will appoint a successor operating advisor that is an Eligible Operating Advisor, which successor operating advisor may be an affiliate of the Trustee. If the Trustee is the successor Master Servicer or the successor Special Servicer, neither the Trustee nor any of its affiliates will be the successor operating advisor. The Trustee will be required to provide written notice of the appointment of a successor operating advisor to the Special Servicer and the Operating Advisor within one business day of such appointment. The appointment of a successor operating advisor will not be subject to the vote, consent or approval of the holder of any Class of Certificates. Upon any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee will be required to, as soon as possible, give written notice of the termination and appointment to the Rating Agencies, the Special Servicer, the Master Servicer, the Certificate Administrator (who will be required to, as soon as possible, give written notice of the termination and appointment to the Certificateholders), the Depositor and the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event).

“Eligible Operating Advisor” means an institution (i) selected from the list of entities that is the special servicer or operating advisor on a transaction rated by any of Moody’s, Fitch, DBRS, Inc. or Morningstar but has not been special servicer or operating advisor on a transaction for which Moody’s, Fitch, DBRS, Inc. or Morningstar has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating advisor as the sole or material factor in such rating action, (ii) that can and will make the representations and warranties set forth in the Pooling and Servicing Agreement and (iii) is not the Special Servicer, Controlling Class Representative, the directing holder of the Whole Loan or an affiliate of the Special Servicer, Controlling Class Representative or the directing holder of the Whole Loan.

Termination of the Operating Advisor Without Cause

Upon (i) the written direction of holders of Non-Reduced Certificates evidencing not less than 15% of the Voting Rights of the Non-Reduced Certificates requesting a vote to terminate and replace the Operating Advisor with a proposed successor operating advisor and (ii) payment by such holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote, the Certificate Administrator will promptly provide written notice to all Certificateholders and the Operating Advisor of such request by posting such notice on its internet website and including in the next Distribution Date statement a statement that such request was received, and by mailing to all Certificateholders and the Operating Advisor. Upon the written direction of holders of more than 50% of the Voting Rights of the Non-Reduced Certificates that

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exercise their right to vote (provided that holders of at least 50% of the Voting Rights of the Non-Reduced Certificates exercise their right to vote), the Trustee will terminate all of the rights and obligations of the Operating Advisor under the Pooling and Servicing Agreement (other than any rights or obligations that accrued prior to the date of such termination and other than indemnification rights (arising out of events occurring prior to such termination)) by written notice to the Operating Advisor, and the proposed successor operating advisor will be appointed. 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.

Asset Status Reports

The Special Servicer will be required to prepare an asset status report that is consistent with the Servicing Standard upon the earlier of (x) within 60 days after the occurrence of a Servicing Transfer Event and (y) prior to taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) with respect to a Specially Serviced Mortgage Loan.

Each asset status report will be delivered to the Controlling Class Representative (but only prior to the occurrence and continuance of a Consultation Termination Event), the Operating Advisor (but only after the occurrence and during continuance of a Control Termination Event), each Rating Agency and the Certificate Administrator and, in the case of the Whole Loan, the holder of the Companion Loan. For so long as a Control Termination Event has not occurred and is not continuing, if the Controlling Class Representative does not disapprove of an asset status report within 10 business days of receipt, the Controlling Class Representative 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, for so long as a Control Termination Event has not occurred and is not continuing, the Controlling Class Representative may object to any asset status report within 10 business days of receipt; provided, however, that, if the Special Servicer determines that emergency action is necessary to protect the related Mortgaged Property or the interests of the Certificateholders and the holder of any Companion Loan, 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 10 business day period if the Special Servicer reasonably determines in accordance with the Servicing Standard that failure to take such actions before the expiration of the 10 business day period would materially and adversely affect the interest of the Certificateholders and the holder of the Companion Loan, and (prior to the occurrence and continuance of a Control Termination Event) the Special Servicer has made a reasonable effort to contact the Controlling Class Representative. The foregoing will not relieve the Special Servicer of its duties to comply with the Servicing Standard.

If, for so long as a Control Termination Event has not occurred and is not continuing, the Controlling Class Representative disapproves such asset status report within 10 business days of receipt 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 30 days after such disapproval. For so long as a Control Termination Event has not occurred and is not continuing, the Special Servicer will revise such asset status report until the 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 the Companion Loan, if applicable. In any event, for so long as a Control Termination Event has not occurred and is not continuing, if the Controlling Class Representative does not approve an asset status report within 60 business 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 such action does not violate the Servicing Standard.

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After the occurrence and during the continuance of a Control Termination Event, each of the Operating Advisor and (prior to the occurrence and continuance of a Consultation Termination Event) the Controlling Class Representative will be entitled to consult with the Special Servicer and propose alternative courses of action in respect of any asset status report. Following the occurrence and continuance of a Control Termination Event, the Special Servicer will be obligated to consider such alternative courses of action and any other feedback provided by the Operating 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 Operating Advisor (and, during the continuance of such Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, 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, with respect to the Whole Loan, the Controlling Class Representative shall be entitled to a comparable asset status report, but the procedure and timing for approval by the Controlling Class Representative of the related asset status report will be governed by the terms of the related Intercreditor Agreement and the Pooling and Servicing Agreement.

Notwithstanding the foregoing, the Special Servicer will not be permitted to follow any advice, direction or consultation provided by the Operating Advisor, the Whole Loan Directing Holder or the Controlling Class Representative that would 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 or Whole 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 either Trust REMIC or the loss of REMIC status or materially expand the scope of the Special Servicer’s responsibilities under the Pooling and Servicing Agreement.

Notwithstanding the foregoing, in the case of the Whole Loan, for so long as the holder of the Companion Loan is the Whole Loan Directing Holder, only the holder of the Companion Loan (without regard to whether a Control Termination Event or a Consultation Termination Event has occurred) may exercise the rights of the Controlling Class Representative described in this “—Asset Status Reports” section, and neither the Controlling Class Representative nor the Operating Advisor will have any of the above described consultation rights unless permitted under the Intercreditor Agreement or will exercise them in conjunction with the holder of the Companion Loan as described under “Description of the Mortgage Pool—The Whole Loan” in this prospectus supplement.

Rating Agency Confirmations

The Pooling and Servicing Agreement will provide that, notwithstanding the terms of the related Mortgage Loan documents or other provisions of the Pooling and Servicing Agreement, if any action under the Mortgage Loan documents or the Pooling and Servicing Agreement requires a Rating Agency Confirmation from each of the Rating Agencies as a condition precedent to such action, if the party (the “Requesting Party”) required to obtain such Rating Agency Confirmations has made a request to any Rating Agency for such Rating Agency Confirmation and, within 10 business days of such request being sent to the Rule 17g-5 website established under the Pooling and Servicing Agreement, such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such Requesting Party will be required to (i) 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, (ii) if there is no response to either such Rating Agency Confirmation request within 5 business days of such confirmation or such second request, as applicable, then (x) with respect to any 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), the requirement to obtain Rating Agency Confirmation will be considered

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satisfied with respect to such Rating Agency, and (y) with respect to a replacement of the Master Servicer or Special Servicer, such condition will be considered satisfied if the applicable replacement Master Servicer or Special Servicer (i) is currently acting as a master servicer or special servicer, as applicable, on a deal or transaction-level basis for all or a significant portion of the related mortgage loans in other CMBS transactions rated by any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act (an “NRSRO”), 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, if Morningstar is the non-responding Rating Agency; (ii) is rated at least “CMS3” (in the case of the Master Servicer) or “CSS3” (in the case of the Special Servicer), if Fitch is the non-responding Rating Agency; and (iii) Moody’s has not cited servicing concerns of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other CMBS transaction serviced by the applicable servicer prior to the time of determination, if Moody’s is the non-responding Rating Agency, as applicable.

For all other matters or actions not specifically discussed above, the applicable Requesting Party will be required to obtain a Rating Agency Confirmation from each of the Rating Agencies. In the event an action otherwise requires a Rating Agency Confirmation from each of the Rating Agencies, in absence of such Rating Agency Confirmation, we cannot assure you that any Rating Agency will not downgrade, qualify or withdraw its ratings as a result of any such action taken by the Master Servicer or Special Servicer in accordance with the procedures discussed above.

As used above, “Rating Agency Confirmation” means, with respect to any matter, confirmation in writing by each applicable Rating Agency that a proposed action, failure to act or other event specified in this prospectus supplement will not in and of itself result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated by the Rating Agency); provided that a written waiver or acknowledgment from the Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation from the Rating Agency with respect to such matter.

Termination; Retirement of Certificates

The obligations created by the Pooling and Servicing Agreement will terminate upon payment (or provision for payment) to all Certificateholders of all amounts held by the Certificate Administrator and required to be paid following the earlier of (1) the final payment (or related Advance) or other liquidation of the last Mortgage Loan or REO Property, (2) the voluntary exchange of all the then outstanding certificates as described below under “—Optional Termination; Optional Mortgage Loan Purchase” or (3) the purchase or other liquidation of all of the assets of the Issuing Entity as described under “—Optional Termination; Optional Mortgage Loan Purchase” below. Written notice of termination of the Pooling and Servicing Agreement will be given by the Certificate Administrator to each Certificateholder and each Rating Agency and the final distribution will be made only upon surrender and cancellation of the Certificates at the office of the Certificate Registrar or other location specified in the notice of termination.

Optional Termination; Optional Mortgage Loan Purchase

The holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, and if the Controlling Class does not exercise its option, the Special Servicer and, if the Special Servicer does not exercise its option, the Master Servicer and, if none of the Controlling Class, the Special Servicer or the Master Servicer exercises its option, the holders of the Class R Certificates, representing greater than a 50% Percentage Interest of the Class R Certificates, will have the option to purchase all of the Mortgage Loans (in the case of each of the Whole Loans, subject to certain rights of the holder of Companion Loan provided for in the related Intercreditor Agreement) and all property acquired in respect of any Mortgage Loan remaining in the Issuing Entity, and thereby effect

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termination of the Issuing Entity and early retirement of the then outstanding Certificates, on any Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Issuing Entity is less than 1% of the aggregate Stated Principal Balance of such Mortgage Loans as of the Cut-off Date. The purchase price payable upon the exercise of such option on such a Distribution Date will be an amount equal to (i) the sum of (A) the aggregate Repurchase Price (excluding the amount described in clause (6) of the definition of “Repurchase Price”) of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Issuing Entity, (B) the appraised value of the Issuing Entity’s portion of each REO Property, if any, included in the Issuing Entity, as determined by the Special Servicer (such appraisals in clause (i)(B) to be obtained by the Special Servicer and prepared by an Appraiser in accordance with MAI standards) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, together with any interest accrued and payable to the purchasing Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the purchasing Master Servicer or the Special Servicer, as applicable, in connection with such purchase). We cannot assure you that payment of the Certificate Principal Amount, if any, of each outstanding Class of Certificates plus accrued interest would be made in full in the event of such a termination of the Issuing Entity.

The Issuing Entity may also be terminated upon the exchange of all then outstanding Certificates (but excluding the Class S and Class R Certificates), including the Class X-B Certificates, for the Mortgage Loans and each REO Property remaining in the Issuing Entity at any time the aggregate Certificate Principal Amounts of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates and the Notional Amount of the Class X-A Certificates have been reduced to zero and the Master Servicer is paid a fee specified in the Pooling and Servicing Agreement, but all the holders of such classes of outstanding Regular Certificates would have to voluntarily participate in such exchange.

Reports to Certificateholders; Available Information

Certificate Administrator Reports

On each Distribution Date, the Certificate Administrator will be required to provide or make available to each Certificateholder of record a Distribution Date statement in the form of Annex D to this prospectus supplement providing information relating to distributions made on that date for the relevant Class and the recent status of the Mortgage Loans.

In addition, the Certificate Administrator will provide or make available, to the extent received from the applicable person, on each Distribution Date to each Privileged Person the following reports (other than clause (1) below, the “CREFC Reports”) prepared by the Master Servicer, the Certificate Administrator or the Special Servicer, as applicable, substantially in the forms provided in the Pooling and Servicing Agreement (which forms are subject to change) and including substantially the following information:

(1)

a report as of the close of business on the immediately preceding Determination Date, containing some categories of information regarding the Mortgage Loans provided in Annex C to this prospectus supplement in the tables under the caption “Mortgage Pool Information”, calculated, where applicable, on the basis of the most recent relevant information provided by the borrowers to the Master Servicer and by the Master Servicer to the Certificate Administrator, and presented in a loan-by-loan and tabular format substantially similar to the formats utilized in Annex A to this prospectus supplement;

(2)	a CRE Finance Council (“CREFC”) delinquent loan status report;

(3)	a CREFC historical loan modification and corrected mortgage loan report;

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(4)	a CREFC advance recovery report;

(5)	a CREFC total loan report;

(6)	a CREFC operating statement analysis report;

(7)	a CREFC comparative financial status report;

(8)	a CREFC net operating income adjustment worksheet;

(9)	a CREFC real estate owned status report;

(10)	a CREFC servicer watch list;

(11)	a CREFC loan level reserve and letter of credit report;

(12)	a CREFC property file;

(13)	a CREFC financial file;

(14)	a CREFC loan setup file; and

(15)	a CREFC loan periodic update file.

The Master Servicer or the Special Servicer, as applicable, may omit any information from these reports that the Master Servicer or the Special Servicer regards as confidential. None of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator will be responsible for the accuracy or completeness of any information supplied to it by a borrower, the Depositor, any Sponsor or other third party that is included in any reports, statements, materials or information prepared or provided by the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable. Some information will be made available to Certificateholders by electronic transmission as may be agreed upon between the Depositor and the Certificate Administrator.

Before each Distribution Date, the Master Servicer will deliver to the Certificate Administrator by electronic means:

●

a CREFC property file;

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a CREFC financial file;

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a CREFC loan setup file; and

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a CREFC loan periodic update file.

In addition, the Master Servicer or Special Servicer, as applicable, is also required to prepare the following for each Mortgaged Property and REO Property:

●

Within 30 days after receipt of a quarterly operating statement, if any, commencing within 30 days of receipt of such quarterly operating statement for the quarter ending December 31, 2011, a CREFC operating statement analysis report but only to the extent the related borrower is required by the loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, that information, for the Mortgaged Property or REO Property as of the end of that calendar quarter. The Master Servicer or Special Servicer, as applicable, will deliver to the Certificate Administrator, the Operating Advisor and each holder of the Companion Loan by electronic means the operating statement analysis upon request.

●

Within 30 days after receipt by the Special Servicer or the Master Servicer of an annual operating statement commencing within 30 days of receipt of such annual operating statement for the

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calendar year ending December 31, 2011, a CREFC net operating income adjustment worksheet, but only to the extent the related borrower is required by the mortgage to deliver and does deliver, or otherwise agrees to provide and does provide, that information, presenting the computation made in accordance with the methodology described in the Pooling and Servicing Agreement to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer to satisfy its reporting obligation described in clause (7) above. The Special Servicer or the Master Servicer will deliver to the Certificate Administrator, the Operating Advisor and each holder of the Companion Loan by electronic means the CREFC net operating income adjustment worksheet upon request.

Certificate Owners and any holder of a Companion Loan who have certified to the Certificate Administrator their beneficial ownership of any Certificate or Companion Loan, as applicable, 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—Book-Entry Registration Will Mean You Will Not Be Recognized as a Holder of Record” in this prospectus supplement.

Information Available Electronically

The Certificate Administrator will make available to any Privileged Person (provided that this prospectus supplement, Distribution Date Statements, the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and the SEC EDGAR filings referred to below (collectively, the “Public Documents”) will be made available to the general public) via the Certificate Administrator’s internet website:

(A) the following “deal documents”:

●

the prospectus and this prospectus supplement; and

●

the Pooling and Servicing Agreement, each sub-servicing agreement delivered to the Certificate Administrator from and after the Closing Date, if any, and the Mortgage Loan Purchase Agreements and any amendments and exhibits to those agreements;

(B) the following “SEC EDGAR filings”:

●

any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Issuing Entity through the SEC’s Electronic Data Gathering and Retrieval (EDGAR) system;

●

the Distribution Date statements;

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the CREFC bond level files;

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the CREFC collateral summary files;

●

the CREFC Reports (provided they are received by the Certificate Administrator); and

●

the annual reports prepared by the Operating Advisor;

(D) the following “additional documents”:

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the summary of any final asset status report delivered to the Certificate Administrator in electronic format; and

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●

any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format;

(E) the following “special notices”:

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all special notices sent by the Certificate Administrator to the Certificateholders as described in “Description of the Offered Certificates—Certificateholder Communication—Special Notices” in this prospectus supplement;

●

notice of 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 Non-Reduced Certificates evidencing at least 15% of the Voting Rights of the Non-Reduced Certificates to terminate and replace the Operating Advisor;

●

notice of any waiver, modification or amendment of any term of any Mortgage Loan;

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notice of final payment on the Certificates;

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all notices of the occurrence of any Events of Default received by the Certificate Administrator;

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notice of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Operating Advisor or the Trustee);

●

officer’s certificates supporting any determination that any Advance was (or, if made, would be) a Non-Recoverable Advance;

●

any notice of the termination of the Issuing Entity;

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any Assessment of Compliance delivered to the Certificate Administrator; and

●

any Attestation Reports delivered to the Certificate Administrator;

(F) the “Investor Q&A Forum”; and

(G) solely to Certificateholders and Certificate Owners, the “Investor Registry”.

The Certificate Administrator may require a recipient of any of the information set forth above (other than the Public Documents) to execute a confidentiality agreement (which may be in the form of a web page “click-through”).

The Certificate Administrator will be required to make the “Investor Q&A Forum” available to Privileged Persons via the Certificate Administrator’s website, where Certificateholders and Certificate Owners may (a) submit inquiries to the Certificate Administrator relating to the Distribution Date statement, (b) submit inquiries to the Master Servicer or the Special Servicer relating to servicing reports prepared by that party, the Mortgage Loans (or Whole Loans) or the Mortgaged Properties, (c) submit inquiries to the Operating Advisor relating to its annual reports or actions by the Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether or not referenced in such an annual report and (d) view previously submitted inquiries and related answers. The Certificate Administrator will forward such inquiries to the appropriate person. The Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, as applicable, will be required to answer each inquiry, unless it determines, in its respective sole discretion, that the inquiry is not of a type described above, 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 applicable Mortgage Loan documents, would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, as applicable, or is otherwise not advisable to answer. The Certificate Administrator

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will be required to post the inquiries and related answers on the Investor Q&A Forum, subject to and in accordance with the Pooling and Servicing Agreement. The Certificate Administrator will not be permitted to disclose Privileged Information in the Investor Q&A Forum.

The Investor Q&A Forum may not reflect questions, answers and other communications that are not submitted through the Certificate Administrator’s website. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and no other person will certify as to the accuracy, or will have any responsibility or liability for the content of any such information.

The Certificate Administrator will be required to make the “Investor Registry” available to any Certificateholder and Certificate Owner via the Certificate Administrator’s website. Certificateholders and Certificate Owners may register on a voluntary basis for the Investor Registry and obtain information on 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 internet website will initially be located at www.sf.citidirect.com.

Access will be provided by the Certificate Administrator to such persons 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 internet 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 internet website, the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator will not be liable for the dissemination of information in accordance with the terms of the Pooling and Servicing Agreement. The Certificate Administrator will make no representations or warranties as to the accuracy or completeness of such documents and will assume no responsibility for them. In addition, the Certificate Administrator may disclaim responsibility for any information distributed by the Certificate Administrator for which it is not the original source. Assistance in using the website can be obtained by calling the Certificate Administrator’s customer service desk at 800-422-2066.

“Privileged Person” means the Depositor, the underwriters, the Master Servicer, the Special Servicer, the Controlling Class Representative (but only for so long as a Consultation Termination Event has not occurred and is not continuing), the Whole Loan Directing Holder (but only prior to an AB Control Appraisal Event), the Trustee, the Certificate Administrator, the Operating Advisor, a designee of the Depositor and any person who provides the Certificate Administrator with an Investor Certification, which Investor Certification may be submitted electronically via the Certificate Administrator’s website; provided that in no event will a borrower, manager of a Mortgaged Property, an affiliate of a borrower, an affiliate of a manager of a Mortgaged Property or an agent of any borrower be considered a Privileged Person.

Other Information

The Certificate Administrator will make available at its offices, during normal business hours, for review by any Privileged Person originals or copies of the following items to the extent they are held by the Certificate Administrator:

●

the prospectus and this prospectus supplement;

●

the Pooling and Servicing Agreement, each sub-servicing agreement delivered to the Certificate Administrator from and after the Closing Date, if any, the Mortgage Loan Purchase Agreements and any amendments and exhibits to those agreements;

●

all Certificate Administrator reports made available to holders of each relevant class of Certificates since the Closing Date;

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●

all Distribution Date statements and all CREFC Reports delivered or made available to Certificateholders;

●

all Assessments of Compliance and Attestation Reports delivered to the Certificate Administrator since the Closing Date;

●

the most recent property inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property;

●

any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing revealed certain environmental issues;

●

the Mortgage Files, including any and all modifications, waivers and amendments to the terms of the Mortgage Loans (or Whole Loans) entered into or consented to by the Master Servicer or the Special Servicer and delivered to the Certificate Administrator;

●

the summary of any final asset status report delivered to the Certificate Administrator and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property;

●

officer’s certificates supporting any determination that any Advance was (or, if made, would be) a Non-Recoverable Advance;

●

notice of any request by at least 25% of the Voting Rights of the Certificates to terminate and replace the Special Servicer or notice of any request by at least 15% of the Voting Rights of the Non-Reduced Certificates to terminate and replace the Operating Advisor;

●

all special notices sent by the Certificate Administrator or the Trustee to the Certificateholders pursuant to the Pooling and Servicing Agreement;

●

any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format; and

●

any other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act.

The Certificate Administrator will provide copies of the items described above upon reasonable written request. The Certificate Administrator may require payment for the reasonable costs and expenses of providing the copies and may also require a confirmation executed by the requesting person or entity, in a form reasonably acceptable to the Certificate Administrator, to the effect that the person or entity making the request is a beneficial owner or prospective purchaser of Certificates, is requesting the information solely for use in evaluating its investment in the Certificates and will otherwise keep the information confidential. Certificateholders, by the acceptance of their Certificates, will be deemed to have agreed to keep this information confidential. The Master Servicer may, but is not required to, make information available over the internet.

The Certificate Administrator will make available all distribution date statements, CREFC Reports and supplemental notices (provided they are received by the Certificate Administrator) to certain modeling financial services (i.e. Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc. and Markit Group Limited).

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Pursuant to the Pooling and Servicing Agreement, the Master Servicer and Special Servicer, as the case may be, may make available from time to time, at their sole option, either by telephone, electronically or otherwise, an employee to answer questions from Certificate Owners or any holder of a Companion Loan regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or Special Servicer, as the case may be, is responsible. The Master Servicer and the Special Servicer each may condition such disclosure upon such Certificate Owner entering into a confidentiality agreement regarding such disclosure to it. Neither the Master Servicer nor the Special Servicer will provide any information or disclosures in violation of any applicable law, rule or regulation.

The Certificate Administrator is responsible for the preparation of tax returns on behalf of the Issuing Entity and the preparation of monthly reports on Form 10-D (based on information included in each monthly statement to Certificateholders and other information provided by other transaction parties) and annual reports on Form-10-K and other reports on Form 8-K that are required to be filed with the SEC on behalf of the Issuing Entity.

USE OF PROCEEDS

GS Mortgage Securities Corporation II expects to receive from this offering approximately 100.92% of the aggregate principal balance of the Offered Certificates, plus accrued interest from October 1, 2011, before deducting expenses payable by the Depositor. The net proceeds from the sale of the Offered Certificates will be used by the Depositor to pay the purchase price for the Mortgage Loans.

FEDERAL INCOME TAX CONSEQUENCES

General

The following is a general discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of the Offered Certificates. The discussion below does not purport to address all federal income tax consequences that may be applicable to particular categories of investors (such as banks, insurance companies, securities dealers, foreign persons, investors whose functional currency is not the U.S. dollar, and investors that hold the Offered Certificates as part of a “straddle” or “conversion transaction”), some of which may be subject to special rules. The authorities on which this discussion is based are subject to change or differing interpretations, and any such change or interpretation could apply retroactively. This discussion reflects the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), as well as regulations (the “REMIC Regulations”) promulgated by the U.S. Department of the Treasury. Investors should consult their own tax advisors in determining the federal, state, local or any other tax consequences to them of the purchase, ownership and disposition of the Offered Certificates.

Two (2) separate real estate mortgage investment conduit (“REMIC”) elections will be made with respect to the Issuing Entity (the “Lower-Tier REMIC” and the “Upper-Tier REMIC”, and collectively, the “Trust REMICs”). The Lower-Tier REMIC will hold the Mortgage Loans and the proceeds of the Mortgage Loans (exclusive of any Excess Interest) and any property that secured the Mortgage Loans, and will issue certain uncertificated classes of regular interests (the “Lower-Tier Regular Interests”) to the Upper-Tier REMIC and an uncertificated residual interest, represented by the Class R Certificates, as the sole class of residual interests in the Lower-Tier REMIC. The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and proceeds of the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-3, Class A-4, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates (together, the “Regular Certificates”) as classes of regular interests in the Upper-Tier REMIC and an uncertificated class of residual interest, represented by the Class R Certificates, as the sole class of residual interests in the Upper-Tier REMIC.

Qualification as a REMIC requires ongoing compliance with certain conditions. On the Closing Date, Cadwalader, Wickersham & Taft LLP, special counsel to the Depositor, will deliver its opinion that,

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assuming (1) the making of appropriate elections, (2) compliance with the provisions of the Pooling and Servicing Agreement and the Intercreditor Agreement and (3) compliance with applicable changes in the Code, including the REMIC Provisions, for federal income tax purposes the Lower-Tier REMIC and the Upper-Tier REMIC will each qualify as a REMIC and (1) the Regular Certificates will evidence the “regular interests” in the Upper-Tier REMIC and (2) the Class R Certificates will represent the sole class of “residual interests” in each of the Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of the REMIC provisions. In addition, the portion of the assets of the Issuing Entity consisting of the Excess Interest and the Excess Interest Distribution Account (the “Grantor Trust”) will be treated as a grantor trust for federal income tax purposes under subpart E, part I of subchapter J of the Code. The Class S certificates will represent undivided beneficial interests in the Grantor Trust.

Tax Status of Offered Certificates

Except as provided below, the Offered Certificates will be treated as “real estate assets” within the meaning of Code Section 856(c)(5)(B), and interest (including OID, if any) on the Offered Certificates will be interest described in Code Section 856(c)(3)(B) in the same proportion that, for both purposes, the assets of the Issuing Entity would be so treated. For purposes of the foregoing tests, the Trust REMICs are treated as a single REMIC. If at all times 95% or more of the assets of the Issuing Entity qualify for each of the foregoing treatments, the Offered Certificates will qualify for the corresponding status in their entirety. For purposes of Code Section 856(c)(5)(B), payments of principal and interest on Mortgage Loans that are reinvested pending distribution to holders of Regular Certificates qualify for such treatment. The Offered Certificates will be treated as “loans . . . secured by an interest in real property which is . . . residential real property” under Code Section 7701(a)(19)(C)(v) to the extent the loans are secured by multifamily properties. As of the Cut-off Date, Mortgage Loans representing approximately 13.5% of the Initial Pool Balance by allocated loan amount are secured by multifamily properties. Holders of the Offered Certificates should consult their own tax advisors whether the foregoing percentage or some other percentage applies to their Certificates. Mortgage Loans that have been defeased with U.S. Treasury obligations will not qualify for the foregoing treatments. Offered Certificates held by certain financial institutions will constitute an “evidence of indebtedness” within the meaning of Code Section 582(c)(1). Moreover, the Offered Certificates will be “qualified mortgages” for another REMIC within the meaning of Code Section 860G(a)(3). See “Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates” in the prospectus.

Taxation of Offered Certificates

General

Because they represent regular interests, each Class of Offered Certificates generally will be treated as newly originated 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 Certificateholder’s usual method of accounting.

Original Issue Discount

Holders of Offered Certificates issued with original issue discount generally must include original issue discount in ordinary income for federal income tax purposes as it accrues in accordance with the constant yield method, which takes into account the compounding of interest, in advance of receipt of the cash attributable to such income. The IRS has issued temporary and final Treasury regulations (the “OID Regulations”) under Code Sections 1271 through 1273 and 1275 and in part on the provisions of the 1986 Act. Offered Certificate Holders should be aware, however, that the OID Regulations do not adequately address certain issues relevant to prepayable securities, such as the Offered Certificates. Investors are advised to consult their own tax advisors as to the discussions in this prospectus supplement and the prospectus and the appropriate method for reporting interest and original issue discount with respect to the Offered Certificates. See “Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Original Issue Discount” in the prospectus.

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Each Offered Certificate will be treated as a single installment obligation for purposes of determining the original issue discount includible in an Offered Certificate Holder’s income. The total amount of original issue discount on an Offered Certificate is the excess of the “stated redemption price at maturity” of the Offered Certificate over its “issue price.” The issue price of a class of Offered Certificates is the first price at which a substantial amount of Offered Certificates of such class is sold to investors (excluding bond houses, brokers and underwriters). Although unclear under the OID Regulations, the Certificate Administrator will treat the issue price of Offered Certificates 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 issue price of the Offered Certificates also includes the amount paid by an initial Certificateholder of such class for accrued interest that relates to a period prior to the issue date of such class of Offered Certificates. The stated redemption price at maturity of an Offered Certificate is the sum of all payments provided by the debt instrument other than any qualified stated interest payments. Under the OID Regulations, qualified stated interest generally means interest payable at a single fixed rate or a qualified variable rate; provided that such interest payments are unconditionally payable at intervals of one year or less during the entire term of the obligation. Because there is no penalty or default remedy in the case of nonpayment of interest with respect to an Offered Certificate, it is possible that no interest on any class of Offered Certificates will be treated as qualified stated interest. However, because the Mortgage Loans provide for remedies in the event of default, the Certificate Administrator will treat all payments of stated interest on the Offered Certificates as qualified stated interest (other than accrued interest distributed on the first Distribution Date for the number of days that exceed the interval between the Closing Date and the first Distribution Date).

For the purposes of accruing original issue discount, if any, determining whether such original issue discount is de minimis and amortizing any premium, the prepayment assumption will be 0% CPR; provided that it is assumed that each ARD Loan will prepay in full on its Anticipated Repayment Date (the “Prepayment Assumption”). See “Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Original Issue Discount” in the prospectus.

It is anticipated that the Offered Certificates will not be issued with original issue discount.

Premium

An Offered Certificate purchased upon initial issuance or in the secondary market at a cost greater than its remaining stated redemption price at maturity generally is considered to be purchased at a premium. See “Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Premium” in the prospectus. It is anticipated that the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates will be issued at a premium.

Prepayment Premiums and Yield Maintenance Charges

Prepayment premiums or yield maintenance charges actually collected will be distributed among the holders of the respective classes of Certificates as described under “Description of the Offered Certificates—Distributions—Prepayment Premiums” in this prospectus supplement. It is not entirely clear under the Code when the amount of prepayment premiums or yield maintenance charges so allocated should be taxed to the holder of an Offered Certificate, but it is not expected, for federal income tax reporting purposes, that prepayment premiums and yield maintenance charges will be treated as giving rise to any income to the holder of an Offered Certificate prior to the Master Servicer’s actual receipt of a prepayment premium or yield maintenance charge. Prepayment premiums and yield maintenance charges, if any, may be treated as ordinary income, although authority exists for treating such amounts as capital gain if they are treated as paid upon the retirement or partial retirement of a Certificate. Certificateholders should consult their own tax advisers concerning the treatment of prepayment premiums and yield maintenance charges.

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Further Information

For further information regarding the federal income tax consequences of investing in the Offered Certificates, including consequences of purchase, ownership and disposition of Offered Certificates by any person who is not a citizen of resident of the United States, a corporation or partnership or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia, or is a foreign estate or trust, see “Federal Income Tax Consequences for REMIC Certificates” in the prospectus.

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 TAX AND LOCAL CONSIDERATIONS

In addition to the federal income tax consequences described in “Federal Income Tax Consequences” in this prospectus supplement, potential investors should consider the state, local and other income tax consequences of the acquisition, ownership, and disposition of the Offered 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 Offered Certificates.

ERISA CONSIDERATIONS

A fiduciary of any retirement plan or other employee benefit plan or arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which those plans, annuities, accounts or arrangements are invested, including insurance company general accounts, that is subject to the fiduciary responsibility rules of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code (an “ERISA Plan”) or which is a governmental plan, as defined in Section 3(32) of ERISA, or a church plan, as defined in Section 3(33) of ERISA and for which no election has been made under Section 410(d) of the Code, subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, with an ERISA Plan, a “Plan”) should review with its legal advisors whether the purchase or holding of Offered Certificates could give rise to a transaction that is prohibited or is not otherwise permitted under ERISA, the Code or Similar Law or whether there exists any statutory, regulatory or administrative exemption applicable thereto. Moreover, each Plan fiduciary should determine whether 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 U.S. Department of Labor has granted an administrative exemption to Goldman, Sachs & Co., Prohibited Transaction Exemption 89-88 (October 17, 1989) (the “Exemption”). The Exemption generally exempts from the application of the prohibited transaction provisions of Sections 406 and 407 of ERISA, and the excise taxes imposed on the prohibited transactions pursuant to Sections 4975(a) and (b) of the Code, certain transactions, among others, relating to the servicing and operation of pools of mortgage loans, such as the pool of Mortgage Loans, and the purchase, sale and holding of mortgage pass-through certificates, such as the Offered Certificates, underwritten by Goldman, Sachs & Co., provided that certain conditions set forth in the Exemption are satisfied.

The Exemption sets forth five general conditions which must be satisfied for a transaction involving the purchase, sale and holding of the Offered Certificates to be eligible for exemptive relief. First, the acquisition of the Offered Certificates by a Plan must be on terms that are at least as favorable to the Plan as they would be in an arm’s-length transaction with an unrelated party. Second, the Offered Certificates at the time of acquisition by the Plan must be rated in one of the four highest generic rating

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categories by Standard & Poor’s Ratings Services (“S&P”), Fitch, Inc. (“Fitch”), Moody’s Investors Service, Inc. (“Moody’s”), DBRS Limited or DBRS, Inc. Third, the Trustee cannot be an affiliate of any other member of the Restricted Group other than an underwriter. The “Restricted Group” consists of any underwriter, the Depositor, the Trustee, the Master Servicer, the Special Servicer, any sub-servicer, any entity that provides insurance or other credit support to the Issuing Entity and any borrower with respect to Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of the Mortgage Loans as of the date of initial issuance of the Offered Certificates, and any affiliate of any of the foregoing entities. Fourth, the sum of all payments made to and retained by the underwriters must represent not more than reasonable compensation for underwriting the Offered Certificates, the sum of all payments made to and retained by the Depositor pursuant to the assignment of the Mortgage Loans to the Issuing Entity must represent not more than the fair market value of the Mortgage Loans and the sum of all payments made to and retained by the Master Servicer, the Special Servicer and any sub-servicer must represent not more than reasonable compensation for that person’s services under the Pooling and Servicing Agreement and reimbursement of the person’s reasonable expenses in connection with those services. Fifth, the investing Plan must be an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act of 1933, as amended.

It is a condition of the issuance of the Offered Certificates that they have the ratings required by the Exemption. As of the Closing Date, the third general condition set forth above will be satisfied with respect to the Offered Certificates. A fiduciary of a Plan contemplating purchasing an Offered Certificate in the secondary market must make its own determination that, at the time of purchase, the Offered Certificates satisfy the second and third general conditions set forth above. A fiduciary of a Plan contemplating purchasing an Offered Certificate, whether in the initial issuance of the Offered Certificates or in the secondary market, must make its own determination that the first, fourth and fifth general conditions set forth above will be satisfied with respect to the related Offered Certificate.

The Exemption also requires that the Issuing Entity meet the following requirements: (1) the Issuing Entity must consist solely of assets of the type that have been included in other investment pools; (2) certificates in those other investment pools must have been rated in one of the four highest categories of S&P, Fitch, Moody’s, DBRS Limited or DBRS, Inc. for at least one year prior to the Plan’s acquisition of Offered Certificates; and (3) certificates in those other investment pools must have been purchased by investors other than Plans for at least one year prior to any Plan’s acquisition of Offered Certificates.

If the general conditions of the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA (as well as the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code) in connection with (1) the direct or indirect sale, exchange or transfer of Offered Certificates in the initial issuance of Certificates between the Depositor or the underwriters and a Plan when the Depositor, any of the underwriters, the Trustee, the Master Servicer, the Special Servicer, a sub-servicer or a borrower is a party in interest with respect to the investing Plan, (2) the direct or indirect acquisition or disposition in the secondary market of the Offered Certificates by a Plan and (3) the holding of Offered Certificates by a Plan. However, no exemption is provided from the restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of an Offered Certificate on behalf of an Excluded Plan by any person who has discretionary authority or renders investment advice with respect to the assets of the Excluded Plan. For purposes of this prospectus supplement, an “Excluded Plan” is a Plan sponsored by any member of the Restricted Group.

If certain specific conditions of the Exemption are also satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(b)(1) and (b)(2) of ERISA and the taxes imposed by Section 4975(c)(1)(E) of the Code in connection with (1) the direct or indirect sale, exchange or transfer of Offered Certificates in the initial issuance of Certificates between the Depositor or the underwriters and a Plan when the person who has discretionary authority or renders investment advice with respect to the investment of Plan assets in those Certificates is (a) a borrower with respect to 5% or less of the fair market value of the Mortgage Loans or (b) an affiliate of that person, (2) the direct or indirect acquisition or disposition in the secondary market of Offered Certificates by a Plan and (3) the holding of Offered Certificates by a Plan.

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Further, if certain specific conditions of the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a), 406(b) and 407(a) of ERISA, and the taxes imposed by Sections 4975(a) and (b) of the Code by reason of Section 4975(c) of the Code for transactions in connection with the servicing, management and operation of the pool of Mortgage Loans.

Before purchasing an Offered Certificate, a fiduciary of a Plan should itself confirm that (1) the Offered Certificates constitute “securities” for purposes of the Exemption and (2) the specific and general conditions and the other requirements set forth in the Exemption would be satisfied. In addition to making its own determination as to the availability of the exemptive relief provided in the Exemption, the Plan fiduciary should consider the availability of any other prohibited transaction exemptions, including with respect to governmental plans, any exemptive relief afforded under Similar Law. See “ERISA Considerations” in the prospectus. A purchaser of an Offered Certificate should be aware, however, that even if the conditions specified in one or more exemptions are satisfied, the scope of relief provided by an exemption may not cover all acts which might be construed as prohibited transactions.

THE SALE OF OFFERED CERTIFICATES TO A PLAN IS IN NO RESPECT A REPRESENTATION BY THE DEPOSITOR OR ANY OF THE UNDERWRITERS THAT THIS INVESTMENT MEETS ALL RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY PLANS GENERALLY OR ANY PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR PLANS GENERALLY OR ANY PARTICULAR PLAN.

LEGAL INVESTMENT

No Class of Offered Certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. The appropriate characterization of the Offered Certificates under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase the Offered Certificates, is subject to significant interpretative uncertainties. Except that no Class of Offered Certificates will qualify as “mortgage related securities”, no representations are made as to the proper characterization of the Offered Certificates for legal investment, financial institution regulatory, or other purposes, or as to the ability of particular investors to purchase the Offered Certificates under applicable legal investment restrictions. Further, any ratings downgrade of any Class of Offered Certificates below an “investment grade” rating by an NRSRO may affect the ability of an investor to purchase or retain, or the regulatory characteristics of, that Class of Offered Certificates. The uncertainties described above (and any 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 with their own legal advisors in determining whether and to what extent the Offered Certificates will constitute legal investments for them or are subject to investment, capital, regulatory or other restrictions. See “Legal Investment” in the prospectus.

CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS

The following discussion contains summaries of certain legal aspects of the Mortgage Loans with respect to the Mortgaged Properties located in New York, Texas and Arizona, representing approximately 19.0%, 12.7% and 12.2%, respectively, of the Initial Pool Balance by allocated loan amount, which are general in nature. The summaries do not purport to be complete and are qualified in their entirety by reference to the applicable federal and state laws governing the related Mortgage Loans.

Mortgage loans in New York are generally secured by mortgages on the related real estate. Foreclosure of a mortgage is usually accomplished in judicial proceedings. After an action for foreclosure is commenced, and if the lender secures a ruling that it is entitled to foreclosure ordinarily by motion for summary judgment, the court then appoints a referee to compute the amount owed together with certain costs, expenses and legal fees of the action. The lender then moves to confirm the referee’s report and

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enter a final judgment of foreclosure and sale. Public notice of the foreclosure sale, including the amount of the judgment, is given for a statutory period of time, after which the mortgaged real estate is sold by a referee at public auction. There is no right of redemption after the foreclosure sale. In certain circumstances, deficiency judgments may be obtained. Under mortgages containing a statutorily sanctioned covenant, the lender has a right to have a receiver appointed without notice and without regard to the adequacy of the mortgaged real estate as security for the amount owned.

Commercial mortgage loans in Texas are generally secured by deeds of trust on the related real estate. Foreclosure of a deed of trust in Texas may be accomplished by either a non-judicial trustee’s sale under a specific power-of-sale provision set forth in the deed of trust or by judicial foreclosure. Due to the relatively short period of time involved in a non-judicial foreclosure, the judicial foreclosure process is rarely used in Texas. A judicial foreclosure action must be initiated, and a non-judicial foreclosure must be completed, within four (4) years from the date the cause of action accrues. The cause of action for the unpaid balance of the indebtedness accrues upon the maturity of the indebtedness (by acceleration or otherwise). Unless expressly waived in the deed of trust, the lender must provide the debtor with a written demand for payment, a notice of intent to accelerate the indebtedness, and a notice of acceleration prior to commencing any foreclosure action. It is customary practice in Texas for the demand for payment to be combined with the notice of intent to accelerate the indebtedness. In addition, with respect to a non-judicial foreclosure sale and notwithstanding any waiver by debtor to the contrary, the lender is statutorily required to (i) provide each debtor obligated to pay the indebtedness a notice of foreclosure sale via certified mail, postage prepaid and addressed to each debtor at such debtor’s last known address at least twenty-one (21) days before the date of the foreclosure sale; (ii) post a notice of foreclosure sale at the courthouse door of each county in which the property is located; and (iii) file a notice of foreclosure sale with the county clerk of each county in which the property is located. Such twenty-one (21) day period includes the entire calendar day on which the notice is deposited with the United States mail and excludes the entire calendar day of the foreclosure sale. The statutory foreclosure notice may be combined with the notice of acceleration of the indebtedness and must contain the location of the foreclosure sale and a statement of the earliest time at which the foreclosure sale will begin. To the extent the note or deed of trust contains additional notice requirements, the lender must comply with such requirements in addition to the statutory requirements set forth above. The trustee’s sale must be performed pursuant to the terms of the deed of trust and must take place between the hours of 10 A.M. and 4 P.M. on the first Tuesday of the month, in the area designated for such sales by the county commissioners’ court of the county in which the property is located, and must begin at the time set forth in the notice of foreclosure sale or not later than three (3) hours after that time. If the property is located in multiple counties, the sale may occur in any county in which a portion of the property is located. Under Texas law, the debtor does not have the right to redeem the property after foreclosure. Any action for deficiency must be brought within two (2) years of the foreclosure sale. If the foreclosure sale price is less than the fair market value of the property, the debtor and any obligor (including any guarantor) may be entitled to an offset against the deficiency in the amount by which the fair market value of the property exceeds the foreclosure sale price.

A deed of trust is normally enforced in Arizona by exercise of the trustee’s power of sale through a non-judicial trustee’s sale. A non-judicial foreclosure sale is commenced by the recording of a notice of trustee’s sale setting a sale date not earlier than 90 days after the date the notice is recorded. After recording, the notice must be posted and copies sent to the borrower and other parties having an interest in the encumbered real property, all in the manner required by statute. No redemption rights are available after a non-judicial trustee’s foreclosure sale. If permitted by the loan documents, a deficiency may be recovered after a trustee’s sale by commencement of a judicial action within the time period required by statute. The amount of a deficiency judgment is limited to (1) the total debt owed to the lender as of the date of the trustee’s sale less (2) the greater of (i) the fair market value of the property on the date of sale as determined by the court or (ii) the sale price at the trustee’s sale. A deed of trust may also be foreclosed as a mortgage, but that procedure is not commonly utilized because of the additional time and cost involved and the redemption rights afforded the borrower and junior lienholders.

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Other Aspects. Please see the discussion under “Certain Legal Aspects of the Mortgage Loans” in the accompanying prospectus regarding other legal aspects of the Mortgage Loans that you should consider prior to making any investment in the Certificates.

RATINGS

It is a condition to the issuance of each Class of Offered Certificates that they receive investment grade credit ratings from three NRSROs engaged by the Depositor to rate the Offered Certificates (collectively, the “Rating Agencies”).

We are not obligated to maintain any particular rating with respect to any class of Offered Certificates. Changes affecting the Mortgaged Properties, the Sponsors, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer or another person may have an adverse effect on the ratings of the Offered Certificates, and thus on the liquidity, market value and regulatory characteristics of the Offered Certificates, although such adverse changes would not necessarily be an event of default under the applicable Mortgage Loan.

A securities rating on mortgage pass-through certificates addresses the likelihood of the timely receipt by their holders of interest and, except in the case of interest-only certificates, the ultimate repayment of principal to which they are entitled by the Rated Final Distribution Date. A rating takes into consideration, among other things, the credit quality of the related pool of mortgage loans, structural and legal aspects associated with the certificates in question, and the extent to which the payment stream from the related pool of mortgage loans is adequate to make payments required under the certificates in question. A securities rating on mortgage pass-through certificates does not, however, constitute a statement regarding the likelihood, timing or frequency of prepayments (whether voluntary or involuntary) on the related mortgage loans or the degree to which the payments might differ from those originally contemplated. In addition, a rating does not address the likelihood or frequency of voluntary or mandatory prepayments of the related mortgage loans, the tax attributes of the certificates in question or of the related issuing entity, the allocation of prepayment interest shortfalls or whether any compensating interest payments will be made, or the likelihood or frequency of yield maintenance charges, assumption fees, modification fees or penalty charges. See “Risk Factors” in this prospectus supplement. In addition, a securities rating on mortgage pass-through certificates does not represent an assessment of the yield to maturity that investors may experience.

NRSROs that were not engaged by the Depositor 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, including S&P, who may also rely on information it received in connection with the Abandoned Offering. If any such unsolicited ratings are issued, we cannot assure you that they will not be different from any ratings assigned by the Rating Agencies. The issuance of unsolicited ratings by any NRSRO on one or more Classes of the Offered Certificates that are different from ratings assigned by the Rating Agencies may adversely impact the liquidity, market value and regulatory characteristics of those 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 three NRSROs. Based on preliminary feedback from those NRSROs at that time, the Depositor selected those NRSROs to rate the Offered Certificates, due in part to those NRSROs’ initial subordination levels for the various Classes of the Offered Certificates.

Furthermore, the SEC may determine that one or more of the Rating Agencies no longer qualifies as an NRSRO or is no longer qualified to rate the Offered Certificates, and that determination may also have an adverse effect on the liquidity, market value and regulatory characteristics of the Offered Certificates.

Certain actions provided for in the loan agreements require, as a condition to taking such action, that a Rating Agency Confirmation be obtained from each Rating Agency. In certain circumstances, this condition may be deemed to have been met or waived without such a Rating Agency Confirmation being obtained. See the definition of “Rating Agency Confirmation” in this prospectus supplement. In the event such an action is taken without a Rating Agency Confirmation being obtained, we cannot assure you that the applicable Rating Agency will not downgrade, qualify or withdraw its ratings as a result of the taking of

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such action. If you invest in the Offered Certificates, pursuant to the Pooling and Servicing Agreement your acceptance of Offered Certificates will constitute an acknowledgement and agreement with the procedures relating to Rating Agency Confirmations described under the definition of “Rating Agency Confirmation” in this prospectus supplement.

Any rating of the Offered Certificates should be evaluated independently from similar ratings on other types of securities. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning Rating Agency.

PLAN OF DISTRIBUTION

The information in this prospectus supplement is being provided pursuant to Rule 155(b) under the Securities Act of 1933, as amended, with respect to the depositor’s abandoned private offering of approximately $1,476,098,883 of commercial mortgage-backed securities (the “Abandoned Offering”). The Abandoned Offering was abandoned on July 28, 2011, and all offering activity with respect to the Abandoned Offering terminated on that date, when a condition to issuance of the securities offered in the Abandoned Offering, relating to certain required credit ratings, could not be satisfied at closing. As a result, no securities were sold in the Abandoned Offering. This prospectus supplement and the accompanying prospectus supersede any and all offering materials used in connection with the Abandoned Offering.

Goldman, Sachs & Co., Citigroup Global Markets Inc., RBS Securities Inc. and Wells Fargo Securities, LLC (collectively, the “Underwriters”) and the Depositor have entered into an underwriting agreement with respect to the Offered Certificates, pursuant to which the Depositor has agreed to sell to the Underwriters, and the Underwriters have severally but not jointly agreed to purchase from the Depositor, the respective Certificate Principal Amounts of each class of Offered Certificates set forth below, subject in each case to a variance of 5%. Goldman, Sachs & Co. and Citigroup Global Markets Inc. are acting as co-lead managers and joint bookrunners with respect to 58.7% and 41.3%, respectively, of the total principal balance of the Offered Certificates, and RBS Securities Inc. and Wells Fargo Securities, LLC are acting as co-managers.

Class	Goldman, Sachs & Co.		Citigroup Global Markets Inc.		RBS Securities Inc.		Wells Fargo Securities, LLC
Class A-1	$	53,020,086	$	37,377,914	$	0	$	0
Class A-2	$	279,519,397	$	197,054,603	$	0	$	0
Class A-3	$	50,692,781	$	35,737,219	$	0	$	0
Class A-4	$	333,288,466	$	234,960,534	$	0	$	0

The Depositor estimates that its share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $5,600,000.

The Depositor has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

The Depositor has been advised by the Underwriters that they propose to offer the Offered Certificates to the public from time to time in one or more negotiated transactions, or otherwise, at varying prices to be determined at the time of sale. The Underwriters may effect the transactions by selling the Offered Certificates to or through dealers, and the dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the Underwriters.

The Offered Certificates are a new issue of securities with no established trading market. The Depositor has been advised by the Underwriters that they intend to make a market in the Offered Certificates but are not obligated to do so and may discontinue market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the Offered Certificates.

S-234

We cannot assure you that a secondary market for the Offered Certificates will develop or, if it does develop, that it will continue. The primary source of ongoing information available to investors concerning the Offered Certificates will be the monthly statements discussed under “The Pooling and Servicing Agreement—Reports to Certificateholders; Available Information” in this prospectus supplement which will include information as to the outstanding principal balance of the Offered Certificates and the status of the applicable form of credit enhancement. Except as described under “The Pooling and Servicing Agreement—Reports to Certificateholders; Available Information” in this prospectus supplement, we cannot assure you that any additional information regarding the Offered Certificates will be available through any other source. In addition, we are not aware of any source through which price information about the Offered Certificates will be generally available on an ongoing basis. The limited nature of that information regarding the Offered Certificates may adversely affect the liquidity of the Offered Certificates, even if a secondary market for the Offered Certificates becomes available.

Goldman, Sachs & Co., one of the Underwriters, is an affiliate of the Depositor, GSMC (an Originator and a Sponsor), GSLP (an Originator) and GSCMC (an Originator). Citigroup Global Markets Inc., one of the Underwriters, is an affiliate of CGMRC (a Sponsor and an Originator) and the Certificate Administrator. Wells Fargo Securities, LLC, one of the Underwriters, is an affiliate of the Master Servicer. See “Risk Factors—Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests” and “—Interests and Incentives of the Underwriter Entities May Not Be Aligned With Your Interests” in this prospectus supplement.

LEGAL MATTERS

The validity of the Offered Certificates and certain federal income tax matters will be passed upon for the Depositor by Cadwalader, Wickersham & Taft LLP, New York, New York. Certain legal matters will be passed upon for the underwriters by Kaye Scholer LLP, New York, New York.

S-235

INDEX OF SIGNIFICANT DEFINITIONS

		Page			Page

80% requirement	S-108		Collection Period	S-155
AB Control Appraisal Period	S-116		Companion Collection Account	S-191
AB Material Event of Default	S-114		Companion Loan	S-113
Abandoned Offering	S-234		Compensating Interest Payment	S-166
Acceptable Insurance Default	S-186		Consent Fees	S-145
Acting General Counsel’s Opinion	S-64		Consultation Termination Event	S-13, S-210
Actual/360 Basis	S-103		Control Eligible Certificates	S-169
Administrative Fee Rate	S-134, S-157		Control Termination Event	S-12, S-210
ADR	S-77		Controlling Class	S-210
Advance Rate	S-188		Controlling Class Certificateholder	S-210
Advances	S-188		Controlling Class Purchase Option	S-206
Ancillary Fees	S-146		Controlling Class Representative	S-210
Annual Debt Service	S-77		Cooperative	S-173
Anticipated Repayment Date	S-104		Copper Beech Portfolio Major Decisions	S-117
Appraisal Reduction	S-168		Copper Beech Portfolio Mortgage Loan	S-113
Appraisal Reduction Event	S-167		Corrected Mortgage Loan	S-186
Appraised Value	S-77		CPR	S-178
Appraised-Out Class	S-169		CREFC	S-220
Appraiser	S-168		CREFC Reports	S-220
ARD Loans	S-104		Cross Over Date	S-161
Article 122a	S-44		Crossed Group	S-78
Assessment of Compliance	S-196		Cut-off Date	S-76
Assumption Fees	S-146		Cut-off Date Balance	S-76
Attestation Report	S-196		Cut-off Date DSCR	S-78
Available Funds	S-155		Cut-off Date Loan-to-Value Ratio	S-78
Balloon Mortgage Loans	S-104		Cut-off Date LTV Ratio	S-78
Bankruptcy Code	S-42		DBNTC	S-133
Base Interest Fraction	S-162		Debt Service Coverage Ratio	S-78
B-Piece Buyer	S-68		Debt Yield on Underwritten NCF	S-78
CBE	S-180		Debt Yield on Underwritten Net Cash
CDEP	S-93		Flow	S-78
Certificate Administrator	S-135		Debt Yield on Underwritten Net
Certificate Administrator Fee	S-136		Operating Income	S-78
Certificate Administrator Fee Rate	S-136		Debt Yield on Underwritten NOI	S-78
Certificate Owners	S-172		Defeasance Deposit	S-107
Certificate Principal Amount	S-154		Defeasance Loans	S-107
Certificate Registrar	S-171		Defeasance Lock-Out Period	S-107
Certificateholder	S-170		Defeasance Option	S-107
Certificates	S-153		Definitive Certificate	S-171
Certifying Certificateholder	S-174		Depositaries	S-171
CFTB	S-97		Depositor	S-76, S-126
CGMRC	S-76, S-124		Determination Date	S-156
Citibank	S-135		Distribution Accounts	S-191
Class	S-153		Distribution Date	S-154
Class X Certificates	S-153		DSCR	S-78, S-130
Class X Strip Rate	S-157		DTC	S-171
Clearstream	S-171		DTC Participants	S-171
Clearstream Participants	S-173		Due Date	S-103
Closing Date	S-76		EEA	S-44
CMBS	S-41		Eligible Operating Advisor	S-216
Code	S-36, S-74, S-226		ERISA	S-229
Collection Account	S-191		ERISA Plan	S-229

S-236

Euroclear	S-171	Lower-Tier REMIC	S-226
Euroclear Operator	S-173	LTV Ratio at Maturity	S-79
Euroclear Participants	S-173	LTV Ratio at Maturity/ARD	S-79
Events of Default	S-198	MAI	S-167
Excess Assumption Fees	S-145	Major Decision	S-208
Excess Interest	S-154	Master Servicer	S-139
Excess Interest Distribution Account	S-191	Master Servicer Remittance Date	S-187
Excess Liquidation Proceeds Reserve		Material Breach	S-122
Account	S-191	Material Document Defect	S-122
Excess Modification Fees	S-145	Maturity Date Loan-to-Value Ratio	S-79
Excess Penalty Charges	S-146	Maturity Date LTV Ratio	S-79
Excess Prepayment Interest Shortfall	S-165	MDEQ	S-93
Exchange Act	S-137	Modeling Assumptions	S-178
Excluded Plan	S-230	Modification Fees	S-145
Exempt Persons	S-7	Monthly Payment	S-155
Exemption	S-229	Moody’s	S-230
FDIA	S-63	Mortgage	S-76
FDIC	S-63	Mortgage File	S-120
FDIC Safe Harbor	S-63	Mortgage Loan Purchase Agreement	S-120
Final Asset Status Report	S-213	Mortgage Loan Rate	S-157
Fitch	S-230	Mortgage Loan Schedule	S-182
Form 8-K	S-124	Mortgage Loans	S-76
FSMA	S-7	Mortgage Note	S-76
Goldman Originators	S-127	Mortgage Pool	S-76
Grantor Trust	S-36, S-227	Mortgaged Property	S-76
GS Bank	S-63	Most Recent NOI	S-80
GSCMC	S-76	Muthanna	S-119
GSCMC Mortgage Loans	S-76	Net Cash Flow	S-81
GSLP	S-76	Net Mortgage Loan Rate	S-157
GSLP Mortgage Loans	S-76	Non-Recoverable Advance	S-189
GSMC	S-76, S-124	Non-Reduced Certificates	S-170
Hard Lockbox	S-79	Notional Amount	S-154
Indirect Participants	S-172	NRSRO	S-219
Initial Pool Balance	S-76	Occupancy	S-80
Initial Rate	S-58, S-104	Occupancy Date	S-80
In-Place Cash Management	S-79	Offered Certificates	S-153
Intercreditor Agreement	S-113	Ohio EPA	S-94
Interest Accrual Amount	S-156	OID Regulations	S-227
Interest Accrual Period	S-156	OLA	S-64
Interest Distribution Amount	S-156	Operating Advisor	S-137
Interest Reserve Account	S-191	Operating Advisor Consulting Fee	S-148
Interest Shortfall	S-156	Operating Advisor Fee	S-148
Interested Person	S-206	Operating Advisor Fee Rate	S-148
Interest-Only Mortgage Loan	S-104	Operating Advisor Standard	S-213
Investor Certification	S-170	Operating Advisor Termination Event	S-215
Investor Q&A Forum	S-223	Original Balance	S-80
Investor Registry	S-224	Originators	S-76, S-127
IRS	S-74	P&I	S-140
Issuing Entity	S-76	P&I Advance	S-187
Largest Tenant	S-79	PADEP	S-93
Largest Tenant Lease Expiration	S-79	Pads	S-82
Liquidation Fee	S-147	Participants	S-171
Liquidation Fee Rate	S-148	Pass-Through Rate	S-156
Loan Per Unit	S-79	PCR	S-132
Lower-Tier Distribution Account	S-191	Penalty Charges	S-146
Lower-Tier Regular Interests	S-226	Pentalpha Surveillance	S-137

S-237

Percentage Interest	S-154	Soft Lockbox	S-80
Plan	S-229	Southpark Master Tenant	S-119
Pooling and Servicing Agreement	S-182	Southpark Mortgage Loan	S-119
PPA	S-140	Special Servicer	S-142
Prepayment Assumption	S-228	Special Servicing Fee	S-146
Prepayment Interest Excess	S-165	Special Servicing Fee Rate	S-146
Prepayment Interest Shortfall	S-165	Specially Serviced Mortgage Loan	S-185
Prepayment Penalty Description	S-80	Sponsors	S-76, S-124
Prepayment Provision	S-80	Springing Cash Management	S-80
Prime Rate	S-188	Springing Lockbox	S-81
Principal Distribution Amount	S-158	Stated Principal Balance	S-157
Principal Shortfall	S-158	Terms and Conditions	S-173
Privileged Information	S-213	Third Party Report	S-77
Privileged Information Exception	S-213	Torchlight	S-142
Privileged Person	S-224	Trailing 12 NOI	S-80
Property Advances	S-188	TRIPRA	S-62
Public Documents	S-222	Trust REMIC	S-36
Qualified Substitute Mortgage Loan	S-122	Trust REMICs	S-226
RAIT	S-76	Trustee	S-133
RAIT Mortgage Loans	S-76	Trustee Fee	S-134
Rated Final Distribution Date	S-123	Trustee Fee Rate	S-134
Rating Agencies	S-233	Underwriter Entities	S-65
Rating Agency Confirmation	S-219	Underwriters	S-234
Realized Loss	S-164	Underwritten EGI	S-81
Record Date	S-154	Underwritten Expenses	S-81
Regular Certificates	S-153, S-226	Underwritten NCF	S-81
Related Group	S-80	Underwritten NCF DSCR	S-78
Release Date	S-107	Underwritten Net Cash Flow	S-81
Relevant Member State	S-7	Underwritten Net Operating Income	S-81
Relevant Persons	S-7	Underwritten NOI	S-81
REMIC	S-226	Underwritten Revenues	S-81
REMIC Regulations	S-226	Units	S-82
REO Account	S-153	Unscheduled Payments	S-158
REO Companion Loan	S-159	UPB	S-140
REO Mortgage Loan	S-159	Updated Appraisal	S-203
REO Property	S-153	Upper-Tier Distribution Account	S-191
Repurchase Price	S-122	Upper-Tier REMIC	S-226
Requesting Holders	S-169	Voting Rights	S-169
Requesting Party	S-218	WAC Rate	S-157
Restricted Group	S-230	Wachovia	S-139
Restricted Party	S-213	Weighted Average Mortgage Loan Rate	S-82
Revised Rate	S-58, S-104	Wells Fargo	S-139
RevPAR	S-80	Whole Loan	S-113
Rooms	S-82	Whole Loan Controlling Holder	S-116
Rules	S-172	Whole Loan Directing Holder	S-116
S&P	S-230	Withheld Amounts	S-191
SEC	S-124	Workout Fee	S-146
Sequential Pay Certificates	S-153	Workout Fee Rate	S-147
Servicing Fee	S-144	Workout-Delayed Reimbursement
Servicing Fee Rate	S-144	Amount	S-190
Servicing Standard	S-184	YM Group A	S-161
Servicing Transfer Event	S-185	YM Group B	S-161
SFA	S-8	YM Groups	S-161
Similar Law	S-229

S-238

ANNEX A

STATISTICAL CHARACTERISTICS OF THE MORTGAGE LOANS

(THIS PAGE INTENTIONALLY LEFT BLANK)

GSMS 2011-GC5 Annex A


Control	Loan /		Mortgage
Number	Property Flag	Footnotes	Loan Seller	Property Name	Related Group	Crossed Group	Address	City	State	Zip Code
1	Loan	7	GSMC	Park Place Mall	NAP	NAP	5870 East Broadway Boulevard	Tucson	Arizona	85711
2	Loan	8	CGM	1551 Broadway	NAP	NAP	1551-1555 Broadway	New York	New York	10036
3	Loan	9	GSMC	Copper Beech Portfolio	NAP	NAP
3.01	Property			CBTC 28 Harrisonburg			410 Copper Beech Circle	Harrisonburg	Virginia	22801
3.02	Property			CBTC 26 Morgantown			200 Tupelo Drive	Morgantown	West Virginia	26508
3.03	Property	9		CBTC 29 San Marcos			1701 Mill Street	San Marcos	Texas	78666
3.04	Property			CBTC 3 IUP			120-180 South 8th Street, 719 Philadelphia Street and 116-126 South 5th Street	Indiana	Pennsylvania	15701
4	Loan	10, 11, 12	GSMC	Hyatt Regency Boston	NAP	NAP	1 Avenue de Lafayette	Boston	Massachusetts	02111
5	Loan	13, 14	GSMC	Parkdale Mall & Crossing	NAP	NAP	6155 Eastex Freeway, Eastex Freeway & Dowlen Road	Beaumont	Texas	77706
6	Loan	15	CGM	Shoppes at Chino Hills	NAP	NAP	13920 City Center Drive	Chino Hills	California	91709
7	Loan		GSMC	Museum Square	NAP	NAP	5757 Wilshire Boulevard	Los Angeles	California	90036
8	Loan	16	GSMC	Cole Portfolio	NAP	NAP
8.01	Property			Volusia Square			2455 West International Speedway Boulevard	Daytona Beach	Florida	32114
8.02	Property			Shoppes at Port Arthur			8825 Memorial Boulevard	Port Arthur	Texas	77640
8.03	Property			CVS - Jacksonville			4893 Town Center Parkway	Jacksonville	Florida	32246
8.04	Property			CVS - Lawrence			4841 Bauer Farm Drive	Lawrence	Kansas	66049
8.05	Property			CVS (Ground) - Dover			1030 Forrest Avenue	Dover	Delaware	19904
8.06	Property			On the Border - Mesa			1710 South Power Road	Mesa	Arizona	85206
8.07	Property			On the Border - Peoria			7873 West Bell Road	Peoria	Arizona	85382
8.08	Property			Chili's			53 International Drive South	Flanders	New Jersey	07836
8.09	Property			On the Border - Kansas City			8340 NW Roanridge Road	Kansas City	Missouri	64151
8.10	Property			Ulta			1151 Vann Drive	Jackson	Tennessee	38305
8.11	Property			Tractor Supply - Nixa			525 West Northview Road	Nixa	Missouri	65714
8.12	Property			Tractor Supply - Hamilton			4525 Hamilton Middletown Road	Liberty Township	Ohio	45011
8.13	Property			Macaroni Grill			51 International Drive South	Flanders	New Jersey	07836
8.14	Property			O'Reilly Auto Parts - San Antonio			9811 Potranco Road	San Antonio	Texas	78251
8.15	Property			O'Reilly Auto Parts - Christiansburg			1275 Roanoke Street	Christiansburg	Virginia	24073
8.16	Property			O'Reilly Auto Parts - Houston			12421 Tidwell Road	Houston	Texas	77044
8.17	Property			O'Reilly Auto Parts - Highlands			506 North Main Street	Highlands	Texas	77562
9	Loan	11	GSMC	Ashland Town Center	NAP	NAP	500 Winchester Avenue	Ashland	Kentucky	41101
10	Loan	17, 18, 19, 20, 21	GSMC	AppleTree Business Park	NAP	NAP	2875 Union Road	Cheektowaga	New York	14227
11	Loan	22, 23	GSMC	Lake Buena Vista Factory Stores Phase I	NAP	Group A	15553 South Apopka Vineland Road	Orlando	Florida	32821
12	Loan	22	GSMC	Lake Buena Vista Factory Stores Phase II	NAP	Group A	15601 South Apopka Vineland Road	Orlando	Florida	32821
13	Loan	24, 25	GSMC	Champlain Centre	NAP	NAP	60 Smithfield Boulevard	Plattsburgh	New York	12901
14	Loan		CGM	Prentiss Creek Apartments	NAP	NAP	2110 Prentiss Drive	Downers Grove	Illinois	60516
15	Loan	26, 27, 28	CGM	Red Lion Hotel - Seattle, WA	NAP	NAP	1415 5th Avenue West	Seattle	Washington	98119
16	Loan	11, 29	GSMC	Courtyard and Residence Inn - Franklin	Group 1	NAP
16.01	Property			Courtyard by Marriott			2001 Meridian Boulevard	Franklin	Tennessee	37067
16.02	Property			Residence Inn			2009 Meridian Boulevard	Franklin	Tennessee	37067
17	Loan	30	GSMC	Rivercrest Realty Portfolio 2	NAP	NAP
17.01	Property	31		Northpointe Commons			10060 Two Notch Road	Columbia	South Carolina	29223
17.02	Property	31		Highlands Square			88-210 Highlands Square Drive	Hendersonville	North Carolina	28792
17.03	Property	30		Ridgeview Plaza			4001 College Avenue	Bluefield	Virginia	24605
17.04	Property	30		East River Plaza			201 Greasy Ridge Road	Princeton	West Virginia	24739
18	Loan	32	CGM	250 Mercer Street	NAP	NAP	250 Mercer Street	New York	New York	10012
19	Loan	33	CGM	1117 Perimeter Center West	NAP	NAP	1117 Perimeter Center West	Atlanta	Georgia	30338
20	Loan		CGM	Lehigh Valley Portfolio - Group 4	Group 3	NAP
20.01	Property			57 South Commerce Way			57 South Commerce Way	Bethlehem	Pennsylvania	18017
20.02	Property			754 Roble Road			754 Roble Road	Allentown	Pennsylvania	18109
20.03	Property			2202 Hangar Place			2202 Hangar Place	Allentown	Pennsylvania	18109
20.04	Property			944 Marcon Boulevard			944 Marcon Boulevard	Allentown	Pennsylvania	18109
20.05	Property			2196 Avenue C			2196 Avenue C	Bethlehem	Pennsylvania	18017
20.06	Property			7355 William Avenue			7355 William Avenue	Allentown	Pennsylvania	18106
20.07	Property			974 Marcon Boulevard			974 Marcon Boulevard	Allentown	Pennsylvania	18109
20.08	Property			964 Marcon Boulevard			964 Marcon Boulevard	Allentown	Pennsylvania	18109
20.09	Property			954 Marcon Boulevard			954 Marcon Boulevard	Allentown	Pennsylvania	18109
20.10	Property			2201 Hangar Place			2201 Hangar Place	Allentown	Pennsylvania	18109
20.11	Property	34		7277 William Avenue			7277 William Avenue	Allentown	Pennsylvania	18106
20.12	Property			2041 Avenue C			2041 Avenue C	Bethlehem	Pennsylvania	18017
20.13	Property			7562 Penn Drive			7562 Penn Drive	Allentown	Pennsylvania	18106
20.14	Property			764 Roble Road			764 Roble Road	Allentown	Pennsylvania	18109
21	Loan		CGM	Harrison Executive Park	NAP	NAP	3000, 3010 & 3020 Westchester Avenue	Purchase	New York	10577
22	Loan		GSMC	Oaks Apartments	NAP	NAP	160 Peaceful Lane	Sanford	North Carolina	27330
23	Loan		GSMC	White Marlin Mall	NAP	NAP	12641 Ocean Gateway	Ocean City	Maryland	21842
24	Loan		CGM	Lehigh Valley Portfolio - Group 2	Group 3	NAP
24.01	Property			3701 Corporate Parkway			3701 Corporate Parkway	Center Valley	Pennsylvania	18034
24.02	Property			3773 Corporate Parkway			3773 Corporate Parkway	Center Valley	Pennsylvania	18034
25	Loan	35	GSMC	Arbor Park Shopping Center	NAP	NAP	17700 and 17750 North US Highway 281	San Antonio	Texas	78232
26	Loan		CGM	Trinity Square Crossed Portfolio	NAP	NAP
26.01	Property			Trinity Square Retail Center			755 Howe Avenue	Cuyahoga Falls	Ohio		44221
26.02	Property			MeadWestVaco - Kettering, OH			4751 Hempstead Station Drive	Kettering	Ohio		45429
26.03	Property			Stonegate Corner - Medina, OH			4055 Pearl Road	Medina	Ohio		44256
26.04	Property			Aspen Dental and AT&T - Monroe, MI			2155 North Telegraph Road	Monroe	Michigan		48162
26.05	Property			Advance Auto Parts - Berea, OH			238 North Rocky River Drive	Berea	Ohio		44017
26.06	Property			Advance Auto Parts - Sandusky, MI			435 West Sanilac Road	Sandusky	Michigan		48471
26.07	Property			Advance Auto Parts - Columbus, OH			3201 South High Street	Columbus	Ohio		43207
26.08	Property			Aspen Dental and AT&T - New Philadelphia, OH			337 Graff Road	New Philadelphia	Ohio		44663
27	Loan	11, 36	GSMC	Hilton Suites Lexington Green	NAP	NAP	245 Lexington Green Circle	Lexington	Kentucky		40503
28	Loan		CGM	The Hills	NAP	NAP	6321 - 6361 Grapevine Highway	North Richland Hills	Texas		76180
29	Loan	37	GSMC	Houston Design Center	NAP	NAP	7026 Old Katy Road	Houston	Texas		77024
30	Loan		CGM	ARC Portfolio III	Group 2	NAP
30.01	Property			FedEx Ground - Saline, MI			6700 State Road	Saline	Michigan		48176
30.02	Property			CVS - Stony Point, NY			20 Filors Lane	Stony Point	New York		10980
30.03	Property			CVS - Charlotte, MI			301 South Cochran Avenue	Charlotte	Michigan		48813
30.04	Property			Provident Bank - Stony Point, NY			153 South Liberty Drive	Stony Point	New York		10980
30.05	Property			Tractor Supply Company - Demopolis, AL			1404 US Highway 80 West	Demopolis	Alabama		36732
30.06	Property			Tractor Supply Company - New Boston, TX			907 North Center Street	New Boston	Texas		75570
31	Loan		CGM	Loyal Plaza	NAP	NAP	1875-1969 East Third Street	Williamsport	Pennsylvania		17701
32	Loan		CGM	ATD	Group 2	NAP	11 Ewall Street	Mount Pleasant	South Carolina		29464
33	Loan	11, 38	GSMC	Holiday Inn Express Anchorage	NAP	NAP	4411 Spenard Road	Anchorage	Alaska		99517
34	Loan		CGM	Midland Apartment Portfolio	NAP	NAP
34.01	Property			Mulberry Lane Apartments			2630 Abbott Road	Midland	Michigan		48642
34.02	Property			Robin Oaks Apartments			1819 Eastlawn Drive	Midland	Michigan		48642
34.03	Property			Perrine Pointe Apartments			4100 Perrine Pointe	Midland	Michigan		48640
35	Loan	11, 39	GSMC	Courtyard and Residence Inn - Southaven	Group 1	NAP
35.01	Property			Residence Inn			7165 Sleepy Hollow Drive	Southaven	Mississippi		38671
35.02	Property			Courtyard by Marriott			7225 Sleepy Hollow Drive	Southaven	Mississippi		38671
36	Loan	40, 41, 42	CGM	All Saints Retail Condo	NAP	NAP	411-417 West 13th Street	New York	New York		10014
37	Loan	11, 43, 44	GSMC	Southpark Office Building	NAP	NAP	5015 South Interstate Highway 35	Austin	Texas		73301
38	Loan	45	GSMC	Albuquerque Hilton Garden Inn	NAP	NAP	6510 Americas Parkway	Albuquerque	New Mexico		87110
39	Loan		CGM	Park Point Syracuse University	NAP	NAP	417 Comstock Avenue	Syracuse	New York		13210
40	Loan	46	GSMC	Branhaven Plaza	NAP	NAP	1025-91 West Main Street	Branford	Connecticut		06405
41	Loan		GSMC	Plaza at Cottonwood	NAP	NAP	10260 Coors Bypass Northwest	Albuquerque	New Mexico		87114
42	Loan		GSMC	ARCT Wal-Mart & Sam's Portfolio	Group 2	NAP
42.01	Property			Wal-Mart Supercenter			3700 East Main Street	Blytheville	Arkansas		72315
42.02	Property			Sam's Club			596 & 598 Bobby Jones Expressway	Augusta	Georgia		30907
43	Loan		CGM	Merritt 8	NAP	NAP	99 Hawley Lane	Stratford	Connecticut		06614
44	Loan	11, 47	GSMC	Embassy Suites - Tempe	NAP	NAP	4400 South Rural Road	Tempe	Arizona		85282
45	Loan		CGM	848 Brickell Plaza	NAP	NAP	848 Brickell Avenue	Miami	Florida		33131
46	Loan	48	GSMC	Alhambra Renaissance Center	NAP	NAP	1-21 East Main Street	Alhambra	California		91801
47	Loan		CGM	Consumer Square West	NAP	NAP	3530-3592 Soldano Boulevard	Columbus	Ohio		43228
48	Loan		CGM	Cornell 55	NAP	NAP	5493 & 5500 South Cornell Avenue	Chicago	Illinois		60615
49	Loan		CGM	Whole Foods Charlottesville	NAP	NAP	1797 Hydraulic Road	Charlottesville	Virginia		22901
50	Loan		CGM	Richmond Office Portfolio	NAP	NAP
50.01	Property			One Holland Place			2235 Staples Mill Road	Richmond	Virginia		23230
50.02	Property			Vistas I & II			5516 - 5540 Falmouth Street	Richmond	Virginia		23230
51	Loan		CGM	One Crescent Place MHC	NAP	NAP	5365 Southcross Ranch Road	San Antonio	Texas		78222
52	Loan		CGM	Pacific Village Center	NAP	NAP	1299-1313 156th Avenue Northeast	Bellevue	Washington		98007
53	Loan		CGM	Pelham Towne Center	NAP	NAP	365 Huntley Parkway	Pelham	Alabama		35124
54	Loan	11, 49	GSMC	Hampton Inn - Colorado Springs South	Group 1	NAP	2910 Geyser Drive	Colorado Springs	Colorado		80906
55	Loan		CGM	SST - Racetrack & Bonanza Self Storage	NAP	NAP
55.01	Property			Racetrack Self Storage			733 South Racetrack Road	Henderson	Nevada		89015
55.02	Property			Bonanza Self Storage			4851 East Bonanza Road	Las Vegas	Nevada		89110
56	Loan		CGM	Copper Mill Apartments	Group 4	NAP	10000 North Lamar Boulevard	Austin	Texas		78753
57	Loan		CGM	Sierra Forest Apartments	NAP	NAP	6660 Mableton Parkway	Mableton	Georgia		30126
58	Loan		CGM	Sherman Oaks Plaza	NAP	NAP	13949 Ventura Boulevard	Sherman Oaks	California		91423
59	Loan		CGM	Cumberland Apartments	Group 4	NAP	2330 Cobb Parkway	Smyrna	Georgia		30080
60	Loan		CGM	Crestmont Apartments	Group 4	NAP	500 Williams Drive	Marietta	Georgia		30066
61	Loan		CGM	Smith & American MHP Portfolio	NAP	NAP	14115 & 14149 South Western Avenue	Blue Island	Illinois		60406
62	Loan		CGM	Bingham Station	NAP	NAP	1738 Bingham Drive	Fayetteville	North Carolina		28304
63	Loan		CGM	Heritage Trace Apartments	Group 4	NAP	168 Heritage Way	Newport News	Virginia		23602
64	Loan		CGM	Riviera Shopping Center	NAP	NAP	2019 River Road	Eugene	Oregon		97404
65	Loan		CGM	Winterhaven Square	NAP	NAP	6031 Cypress Gardens Boulevard	Winter Haven	Florida		33884
66	Loan		CGM	Shoppes at Stonebrook	NAP	NAP	1667 Ooltewah Ringgold Road	Chattanooga	Tennessee		37363
67	Loan		CGM	Holiday Park	NAP	NAP	979 Essex Street	Bangor	Maine		04401
68	Loan		CGM	Lake Zurich	NAP	NAP	737 South Rand Road	Lake Zurich	Illinois		60047
69	Loan		CGM	Elm Grove Apartments	NAP	NAP	2921 Sycamore Springs Drive	Kingwood	Texas		77339
70	Loan		CGM	The Ridge MHP & Eastwood Hills	NAP	NAP	11316 Cox Road & 11315 Hillridge Drive	Conroe	Texas		77385
71	Loan		CGM	Ivanhoe MHP	NAP	NAP	26 Ivanhoe Drive	Urbana	Illinois		61802
72	Loan		CGM	Foot Locker - Brooklyn, NY	Group 2	NAP	2061 - 2063 86th Street	Brooklyn	New York		11214
73	Loan		CGM	Gateway Plaza II	NAP	NAP	2701 Church Street	Conway	South Carolina		29526
74	Loan		CGM	Oakhurst MHP	NAP	NAP	6675 East Highway 90	Lake Charles	Louisiana		70615

A-1/2

GSMS 2011-GC5 Annex A

Control

Loan /

Mortgage

General

Detailed

Units, Pads,

Unit

Loan Per

Ownership

Original

Number

Property Flag

Footnotes

Loan Seller

Property Name

Property Type

Year Built

Year Renovated

Rooms, Sq Ft

Description

Unit ($)

Interest

Balance ($)

Loan

GSMC

Park Place Mall

Retail

Regional Mall

1974

2001

478,333

415.85

Fee Simple

200,000,000

Loan

CGM

1551 Broadway

Retail

Single Tenant Retail

2008

NAP

25,600

7,031.25

Fee Simple

180,000,000

Loan

GSMC

Copper Beech Portfolio

1,063

Units

112,420.09

120,000,000

3.01

Property

CBTC 28 Harrisonburg

Multifamily

Student Housing

2009

NAP

414

Units

Fee Simple

3.02

Property

CBTC 26 Morgantown

Multifamily

Student Housing

2009

NAP

335

Units

Fee Simple

3.03

Property

CBTC 29 San Marcos

Multifamily

Student Housing

2010-2011

NAP

273

Units

Fee Simple

3.04

Property

CBTC 3 IUP

Multifamily

Student Housing

1971-1975

2002, 2009

Units

Fee Simple

Loan

10, 11, 12

GSMC

Hyatt Regency Boston

Hospitality

Full Service

1985

2005

498

Rooms

190,127.01

Fee Simple

95,000,000

Loan

13, 14

GSMC

Parkdale Mall & Crossing

Retail

Regional Mall

1973, 1986, 2003

2006

743,175

126.49

Fee Simple

95,000,000

Loan

CGM

Shoppes at Chino Hills

Retail

Lifestyle Center

2008

NAP

379,188

160.36

Fee Simple

61,000,000

Loan

GSMC

Museum Square

Office

General Suburban

1948, 1957, 1984

2006

552,999

105.61

Fee Simple

58,400,000

Loan

GSMC

Cole Portfolio

496,618

93.98

46,670,000

8.01

Property

Volusia Square

Retail

Anchored

1986

2008, 2010

231,996

Fee Simple

8.02

Property

Shoppes at Port Arthur

Retail

Anchored

2008

NAP

95,877

Fee Simple

8.03

Property

CVS - Jacksonville

Retail

Single Tenant Retail

2009

NAP

13,204

Fee Simple

8.04

Property

CVS - Lawrence

Retail

Single Tenant Retail

2009

NAP

12,900

Fee Simple

8.05

Property

CVS (Ground) - Dover

Ground Leased Land

Single Tenant

2010

NAP

13,225

Fee Simple

8.06

Property

On the Border - Mesa

Retail

Single Tenant Retail

1998

NAP

6,586

Fee Simple

8.07

Property

On the Border - Peoria

Retail

Single Tenant Retail

1997

NAP

6,506

Fee Simple

8.08

Property

Chili's

Retail

Single Tenant Retail

2002

NAP

6,046

Fee Simple

8.09

Property

On the Border - Kansas City

Retail

Single Tenant Retail

1997

NAP

6,760

Fee Simple

8.10

Property

Ulta

Retail

Single Tenant Retail

2010

NAP

9,991

Fee Simple

8.11

Property

Tractor Supply - Nixa

Retail

Single Tenant Retail

2010

NAP

19,180

Fee Simple

8.12

Property

Tractor Supply - Hamilton

Retail

Single Tenant Retail

1975

NAP

40,700

Fee Simple

8.13

Property

Macaroni Grill

Retail

Single Tenant Retail

2002

NAP

6,847

Fee Simple

8.14

Property

O'Reilly Auto Parts - San Antonio

Retail

Single Tenant Retail

2010

NAP

6,800

Fee Simple

8.15

Property

O'Reilly Auto Parts - Christiansburg

Retail

Single Tenant Retail

2010

NAP

7,200

Fee Simple

8.16

Property

O'Reilly Auto Parts - Houston

Retail

Single Tenant Retail

2010

NAP

6,800

Fee Simple

8.17

Property

O'Reilly Auto Parts - Highlands

Retail

Single Tenant Retail

2010

NAP

6,000

Fee Simple

Loan

GSMC

Ashland Town Center

Retail

Regional Mall

1989, 1998

2008

434,131

96.59

Fee Simple

42,075,000

Loan

17, 18, 19, 20, 21

GSMC

AppleTree Business Park

Office

General Suburban

1972

1991

426,526

88.84

Fee Simple

38,000,000

Loan

22, 23

GSMC

Lake Buena Vista Factory Stores Phase I

Retail

Unanchored

1996-1999

2004

179,428

155.72

Fee Simple

28,090,000

Loan

GSMC

Lake Buena Vista Factory Stores Phase II

Retail

Unanchored

2004

NAP

54,209

138.35

Fee Simple

7,540,000

Loan

24, 25

GSMC

Champlain Centre

Retail

Regional Mall

1987, 2004, 2006

2010

484,556

71.84

Fee Simple

35,000,000

Loan

CGM

Prentiss Creek Apartments

Multifamily

Garden

1972

2008, 2010

700

Units

49,045.53

Fee Simple

34,500,000

Loan

26, 27, 28

CGM

Red Lion Hotel - Seattle, WA

Hospitality

Full Service

1973

2009

297

Rooms

107,293.25

Fee Simple

32,000,000

Loan

11, 29

GSMC

Courtyard and Residence Inn - Franklin

250

Rooms

124,883.81

31,275,000

16.01

Property

Courtyard by Marriott

Hospitality

Limited Service

2008

NAP

126

Rooms

Fee Simple

16.02

Property

Residence Inn

Hospitality

Limited Service

2009

NAP

124

Rooms

Fee Simple

Loan

GSMC

Rivercrest Realty Portfolio 2

326,152

82.31

26,895,000

17.01

Property

Northpointe Commons

Retail

Shadow Anchored

2001

NAP

91,844

Fee Simple

17.02

Property

Highlands Square

Retail

Anchored

2001

NAP

78,220

Fee Simple

17.03

Property

Ridgeview Plaza

Retail

Anchored

2001

NAP

88,123

Fee Simple

17.04

Property

East River Plaza

Retail

Anchored

2000

NAP

67,965

Fee Simple

Loan

CGM

250 Mercer Street

Retail

Unanchored

1908

1986

30,076

861.78

Fee Simple

26,000,000

Loan

CGM

1117 Perimeter Center West

Office

General Suburban

1985

NAP

391,422

63.99

Fee Simple

25,100,000

Loan

CGM

Lehigh Valley Portfolio - Group 4

583,750

39.59

23,110,000

20.01

Property

57 South Commerce Way

Industrial

Flex

1989

NAP

76,400

Fee Simple

20.02

Property

754 Roble Road

Industrial

Flex

1987

NAP

46,800

Fee Simple

20.03

Property

2202 Hangar Place

Industrial

Flex

1982

NAP

66,495

Fee Simple

20.04

Property

944 Marcon Boulevard

Industrial

Flex

1985

NAP

38,400

Fee Simple

20.05

Property

2196 Avenue C

Industrial

Flex

1980

NAP

31,140

Fee Simple

20.06

Property

7355 William Avenue

Industrial

Flex

1988

NAP

43,425

Fee Simple

20.07

Property

974 Marcon Boulevard

Industrial

Flex

1987

NAP

39,200

Fee Simple

20.08

Property

964 Marcon Boulevard

Industrial

Flex

1986

NAP

39,200

Fee Simple

20.09

Property

954 Marcon Boulevard

Industrial

Flex

1982

NAP

30,140

Fee Simple

20.10

Property

2201 Hangar Place

Industrial

Flex

1982

NAP

52,300

Fee Simple

20.11

Property

7277 William Avenue

Industrial

Flex

1989

NAP

41,040

Fee Simple

20.12

Property

2041 Avenue C

Industrial

Flex

1987

NAP

30,400

Fee Simple

20.13

Property

7562 Penn Drive

Industrial

Flex

1989

NAP

26,950

Fee Simple

20.14

Property

764 Roble Road

Industrial

Flex

1986

NAP

21,860

Fee Simple

Loan

CGM

Harrison Executive Park

Office

General Suburban

1969

1990

160,779

126.95

Fee Simple

20,500,000

Loan

GSMC

Oaks Apartments

Multifamily

Garden

1999, 2001

NAP

360

Units

53,197.59

Fee Simple

19,230,000

Loan

GSMC

White Marlin Mall

Retail

Anchored

1987, 2005, 2008

2003

196,996

96.05

Leasehold

19,000,000

Loan

CGM

Lehigh Valley Portfolio - Group 2

155,588

109.26

17,000,000

24.01

Property

3701 Corporate Parkway

Office

General Suburban

2006

NAP

75,000

Fee Simple

24.02

Property

3773 Corporate Parkway

Office

General Suburban

2001

NAP

80,588

Fee Simple

Loan

GSMC

Arbor Park Shopping Center

Retail

Anchored

1997, 1998

NAP

139,718

120.08

Fee Simple

16,837,500

Loan

CGM

Trinity Square Crossed Portfolio

141,718

113.36

16,135,000

26.01

Property

Trinity Square Retail Center

Retail

Anchored

2009

NAP

26,515

Fee Simple

26.02

Property

MeadWestVaco - Kettering, OH

Office

General Suburban

2003

2006

75,062

Fee Simple

26.03

Property

Stonegate Corner - Medina, OH

Retail

Unanchored

1999-2000

NAP

8,450

Fee Simple

26.04

Property

Aspen Dental and AT&T - Monroe, MI

Retail

Unanchored

2010

NAP

6,701

Fee Simple

26.05

Property

Advance Auto Parts - Berea, OH

Retail

Single Tenant Retail

2009

NAP

6,000

Fee Simple

26.06

Property

Advance Auto Parts - Sandusky, MI

Retail

Single Tenant Retail

2007

NAP

7,000

Fee Simple

26.07

Property

Advance Auto Parts - Columbus, OH

Retail

Single Tenant Retail

2007

NAP

7,000

Fee Simple

26.08

Property

Aspen Dental and AT&T - New Philadelphia, OH

Retail

Unanchored

2007

NAP

4,990

Fee Simple

Loan

11, 36

GSMC

Hilton Suites Lexington Green

Hospitality

Full Service

1987

2006, 2007

174

Rooms

90,117.42

Fee Simple

15,750,000

Loan

CGM

The Hills

Office

Flex

1964

1999

296,134

52.00

Fee Simple

15,500,000

Loan

GSMC

Houston Design Center

Office

General Suburban

1984

NAP

280,690

53.13

Fee Simple

15,000,000

Loan

CGM

ARC Portfolio III

173,378

85.25

14,780,000

30.01

Property

FedEx Ground - Saline, MI

Industrial

Warehouse/Distribution

2008

NAP

105,109

Fee Simple

30.02

Property

CVS - Stony Point, NY

Retail

Single Tenant Retail

2008

NAP

12,900

Fee Simple

30.03

Property

CVS - Charlotte, MI

Retail

Single Tenant Retail

2009

NAP

13,225

Fee Simple

30.04

Property

Provident Bank - Stony Point, NY

Retail

Single Tenant Retail

2008

NAP

3,950

Fee Simple

30.05

Property

Tractor Supply Company - Demopolis, AL

Retail

Single Tenant Retail

2011

NAP

19,097

Fee Simple

30.06

Property

Tractor Supply Company - New Boston, TX

Retail

Single Tenant Retail

2011

NAP

19,097

Fee Simple

Loan

CGM

Loyal Plaza

Retail

Anchored

1965

1997

293,825

50.20

Both Fee/Leasehold

14,800,000

Loan

CGM

ATD

Office

General Suburban

2002

NAP

64,036

215.50

Fee Simple

13,800,000

Loan

11, 38

GSMC

Holiday Inn Express Anchorage

Hospitality

Limited Service

1999, 2002

NAP

129

Rooms

105,782.77

Fee Simple

13,700,000

Loan

CGM

Midland Apartment Portfolio

449

Units

30,095.73

13,600,000

34.01

Property

Mulberry Lane Apartments

Multifamily

Garden

1969

NAP

264

Units

Fee Simple

34.02

Property

Robin Oaks Apartments

Multifamily

Garden

1967

NAP

132

Units

Fee Simple

34.03

Property

Perrine Pointe Apartments

Multifamily

Garden

1945

1992

Units

Fee Simple

Loan

11, 39

GSMC

Courtyard and Residence Inn - Southaven

163

Rooms

82,614.07

13,500,000

35.01

Property

Residence Inn

Hospitality

Limited Service

2007

NAP

Rooms

Fee Simple

35.02

Property

Courtyard by Marriott

Hospitality

Limited Service

2006

NAP

Rooms

Fee Simple

Loan

40, 41, 42

CGM

All Saints Retail Condo

Retail

Single Tenant Retail

2002

2010

8,058

1,647.43

Fee Simple

13,275,000

Loan

11, 43, 44

GSMC

Southpark Office Building

Office

General Suburban

1988

2008

122,316

106.28

Fee Simple

13,000,000

Loan

GSMC

Albuquerque Hilton Garden Inn

Hospitality

Limited Service

2008

NAP

149

Rooms

84,003.93

Fee Simple

12,600,000

Loan

CGM

Park Point Syracuse University

Multifamily

Student Housing

2010

NAP

226

Units

53,927.42

Leasehold

12,250,000

Loan

GSMC

Branhaven Plaza

Retail

Anchored

1971

1990

190,738

62.64

Fee Simple

12,000,000

Loan

GSMC

Plaza at Cottonwood

Retail

Anchored

1999

NAP

84,323

141.66

Fee Simple

12,000,000

Loan

GSMC

ARCT Wal-Mart & Sam's Portfolio

320,950

35.83

11,500,000

42.01

Property

Wal-Mart Supercenter

Retail

Single Tenant Retail

1999

NAP

183,211

Fee Simple

42.02

Property

Sam's Club

Ground Leased Land

Single Tenant

1988

2010

137,739

Fee Simple

Loan

CGM

Merritt 8

Office

General Suburban

1989

2004

174,813

64.08

Fee Simple

11,250,000

Loan

11, 47

GSMC

Embassy Suites - Tempe

Hospitality

Full Service

1986

2007

224

Rooms

48,883.35

Fee Simple

11,000,000

Loan

CGM

848 Brickell Plaza

Office

CBD

1981

2009-2010

95,696

111.81

Both Fee/Leasehold

10,700,000

Loan

GSMC

Alhambra Renaissance Center

Retail

Anchored

2002

NAP

76,920

135.79

Fee Simple

10,500,000

Loan

CGM

Consumer Square West

Retail

Anchored

1988-1991

NAP

218,206

45.96

Fee Simple

10,050,000

Loan

CGM

Cornell 55

Mixed Use

Multifamily/Retail

1922

2011

53,551

175.77

Fee Simple

9,475,000

Loan

CGM

Whole Foods Charlottesville

Retail

Single Tenant Retail

2011

NAP

43,753

213.07

Leasehold

9,350,000

Loan

CGM

Richmond Office Portfolio

152,382

60.72

9,300,000

50.01

Property

One Holland Place

Office

General Suburban

1987

2008

81,031

Fee Simple

50.02

Property

Vistas I & II

Office

General Suburban

1987

NAP

71,351

Fee Simple

Loan

CGM

One Crescent Place MHC

Manufactured Housing

2002

NAP

319

Pads

28,827.69

Fee Simple

9,250,000

Loan

CGM

Pacific Village Center

Retail

Unanchored

1968, 1993

1993

47,522

192.78

Fee Simple

9,200,000

Loan

CGM

Pelham Towne Center

Retail

Anchored

2008

NAP

74,008

123.18

Fee Simple

9,150,000

Loan

11, 49

GSMC

Hampton Inn - Colorado Springs South

Hospitality

Limited Service

2008

NAP

101

Rooms

83,453.24

Fee Simple

8,450,000

Loan

CGM

SST - Racetrack & Bonanza Self Storage

124,300

61.68

7,700,000

55.01

Property

Racetrack Self Storage

Self Storage

1997

NAP

60,200

Fee Simple

55.02

Property

Bonanza Self Storage

Self Storage

1996

NAP

64,100

Fee Simple

Loan

CGM

Copper Mill Apartments

Multifamily

Garden

1984

2007

320

Units

22,968.75

Fee Simple

7,350,000

Loan

CGM

Sierra Forest Apartments

Multifamily

Garden

1971

2009-2010

272

Units

26,307.58

Fee Simple

7,200,000

Loan

CGM

Sherman Oaks Plaza

Office

CBD

1990

2009

44,380

157.13

Fee Simple

7,000,000

Loan

CGM

Cumberland Apartments

Multifamily

Garden

1985

2007

222

Units

31,081.08

Fee Simple

6,900,000

Loan

CGM

Crestmont Apartments

Multifamily

Garden

1986

NAP

228

Units

29,605.26

Fee Simple

6,750,000

Loan

CGM

Smith & American MHP Portfolio

Manufactured Housing

1960, 1965, 1972, 1978

NAP

280

Pads

23,124.10

Fee Simple

6,500,000

Loan

CGM

Bingham Station

Retail

Anchored

2011

NAP

39,128

144.19

Fee Simple

5,658,000

Loan

CGM

Heritage Trace Apartments

Multifamily

Garden

1973

2007-2008

200

Units

27,500.00

Fee Simple

5,500,000

Loan

CGM

Riviera Shopping Center

Retail

Anchored

1962

1980

58,383

85.16

Fee Simple

5,000,000

Loan

CGM

Winterhaven Square

Retail

Anchored

1993

NAP

65,370

68.62

Fee Simple

4,500,000

Loan

CGM

Shoppes at Stonebrook

Retail

Anchored

2008

NAP

57,625

77.76

Fee Simple

4,500,000

Loan

CGM

Holiday Park

Manufactured Housing

1974

1983

218

Pads

20,534.98

Fee Simple

4,500,000

Loan

CGM

Lake Zurich

Self Storage

2002

NAP

69,425

62.32

Fee Simple

4,350,000

Loan

CGM

Elm Grove Apartments

Multifamily

Garden

1979

NAP

136

Units

29,383.19

Fee Simple

4,012,500

Loan

CGM

The Ridge MHP & Eastwood Hills

Manufactured Housing

1985-1986

NAP

142

Pads

23,678.26

Fee Simple

3,375,000

Loan

CGM

Ivanhoe MHP

Manufactured Housing

1978

NAP

322

Pads

10,220.48

Fee Simple

3,300,000

Loan

CGM

Foot Locker - Brooklyn, NY

Retail

Single Tenant Retail

1934

2010

4,000

812.50

Fee Simple

3,250,000

Loan

CGM

Gateway Plaza II

Retail

Anchored

2001

NAP

62,428

49.46

Fee Simple

3,100,000

Loan

CGM

Oakhurst MHP

Manufactured Housing

1983

NAP

248

Pads

7,337.15

Fee Simple

1,825,000

A-3/4

GSMS 2011-GC5 Annex A

						Allocated Cut-Off						Monthly	Annual
Control	Loan /		Mortgage		Cut-Off Date	Date Balance	% of Initial	Balloon	Mortgage	Administrative	Net Mortgage	Debt	Debt
Number	Property Flag	Footnotes	Loan Seller	Property Name	Balance ($)	(multi-property)	Pool Balance	Balance ($)	Loan Rate (%)	Fee Rate (%) (1)	Loan Rate (%)	Service ($) (2)	Service ($)
1	Loan	7	GSMC	Park Place Mall	198,914,881	198,914,881	11.4%	165,434,769	5.18000%	0.07278%	5.10723%	1,095,752.07	13,149,024.84
2	Loan	8	CGM	1551 Broadway	180,000,000	180,000,000	10.3%	180,000,000	5.10000%	0.07278%	5.02723%	775,625.00	9,307,500.00
3	Loan	9	GSMC	Copper Beech Portfolio	119,502,551	119,502,551	6.8%	111,424,996	5.45000%	0.07278%	5.37723%	677,587.09	8,131,045.08
3.01	Property			CBTC 28 Harrisonburg		51,722,945
3.02	Property			CBTC 26 Morgantown		33,548,172
3.03	Property	9		CBTC 29 San Marcos		31,976,669
3.04	Property			CBTC 3 IUP		2,254,765
4	Loan	10, 11, 12	GSMC	Hyatt Regency Boston	94,683,253	94,683,253	5.4%	87,641,518	5.00850%	0.07278%	4.93573%	510,474.17	6,125,690.04
5	Loan	13, 14	GSMC	Parkdale Mall & Crossing	94,003,560	94,003,560	5.4%	72,197,146	5.85000%	0.07278%	5.77723%	603,405.27	7,240,863.24
6	Loan	15	CGM	Shoppes at Chino Hills	60,804,936	60,804,936	3.5%	50,489,180	5.20000%	0.08278%	5.11723%	334,957.64	4,019,491.68
7	Loan		GSMC	Museum Square	58,400,000	58,400,000	3.3%	58,400,000	4.93000%	0.07278%	4.85723%	243,258.98	2,919,107.76
8	Loan	16	GSMC	Cole Portfolio	46,670,000	46,670,000	2.7%	46,670,000	5.92300%	0.07278%	5.85023%	233,554.72	2,802,656.64
8.01	Property			Volusia Square		16,557,300
8.02	Property			Shoppes at Port Arthur		8,076,700
8.03	Property			CVS - Jacksonville		3,715,300
8.04	Property			CVS - Lawrence		2,907,600
8.05	Property			CVS (Ground) - Dover		2,046,100
8.06	Property			On the Border - Mesa		1,803,800
8.07	Property			On the Border - Peoria		1,561,500
8.08	Property			Chili's		1,507,700
8.09	Property			On the Border - Kansas City		1,453,800
8.10	Property			Ulta		1,453,800
8.11	Property			Tractor Supply - Nixa		1,346,100
8.12	Property			Tractor Supply - Hamilton		931,500
8.13	Property			Macaroni Grill		915,400
8.14	Property			O'Reilly Auto Parts - San Antonio		702,700
8.15	Property			O'Reilly Auto Parts - Christiansburg		646,100
8.16	Property			O'Reilly Auto Parts - Houston		560,000
8.17	Property			O'Reilly Auto Parts - Highlands		484,600
9	Loan	11	GSMC	Ashland Town Center	41,931,395	41,931,395	2.4%	34,486,443	4.90000%	0.07278%	4.82723%	223,303.27	2,679,639.24
10	Loan	17, 18, 19, 20, 21	GSMC	AppleTree Business Park	37,890,537	37,890,537	2.2%	31,914,697	5.66600%	0.07278%	5.59323%	219,734.10	2,636,809.20
11	Loan	22, 23	GSMC	Lake Buena Vista Factory Stores Phase I	27,940,467	27,940,467	1.6%	23,954,857	6.18150%	0.09278%	6.08873%	171,705.46	2,060,465.52
12	Loan	22	GSMC	Lake Buena Vista Factory Stores Phase II	7,499,862	7,499,862	0.4%	6,430,033	6.18150%	0.09278%	6.08873%	46,089.68	553,076.16
13	Loan	24, 25	GSMC	Champlain Centre	34,812,036	34,812,036	2.0%	28,995,222	5.22750%	0.07278%	5.15473%	192,783.82	2,313,405.84
14	Loan		CGM	Prentiss Creek Apartments	34,331,868	34,331,868	2.0%	28,979,289	5.67000%	0.07278%	5.59723%	199,582.74	2,394,992.88
15	Loan	26, 27, 28	CGM	Red Lion Hotel - Seattle, WA	31,866,096	31,866,096	1.8%	28,912,983	4.93000%	0.07278%	4.85723%	178,843.80	2,146,125.60
16	Loan	11, 29	GSMC	Courtyard and Residence Inn - Franklin	31,220,954	31,220,954	1.8%	26,722,531	6.25000%	0.07278%	6.17723%	192,565.56	2,310,786.72
16.01	Property			Courtyard by Marriott		16,471,486
16.02	Property			Residence Inn		14,749,467
17	Loan	30	GSMC	Rivercrest Realty Portfolio 2	26,843,957	26,843,957	1.5%	22,700,009	5.83250%	0.07278%	5.75973%	158,364.29	1,900,371.48
17.01	Property	31		Northpointe Commons		7,298,622
17.02	Property	31		Highlands Square		6,849,476
17.03	Property	30		Ridgeview Plaza		6,422,787
17.04	Property	30		East River Plaza		6,273,072
18	Loan	32	CGM	250 Mercer Street	25,918,853	25,918,853	1.5%	21,595,619	5.31000%	0.07278%	5.23723%	144,540.71	1,734,488.52
19	Loan	33	CGM	1117 Perimeter Center West	25,046,653	25,046,653	1.4%	23,259,114	5.31000%	0.07278%	5.23723%	139,537.38	1,674,448.56
20	Loan		CGM	Lehigh Valley Portfolio - Group 4	23,110,000	23,110,000	1.3%	22,118,850	5.16000%	0.07278%	5.08723%	126,329.08	1,515,948.96
20.01	Property			57 South Commerce Way		2,813,250
20.02	Property			754 Roble Road		1,878,250
20.03	Property			2202 Hangar Place		1,844,100
20.04	Property			944 Marcon Boulevard		1,775,800
20.05	Property			2196 Avenue C		1,775,800
20.06	Property			7355 William Avenue		1,705,000
20.07	Property			974 Marcon Boulevard		1,622,125
20.08	Property			964 Marcon Boulevard		1,605,050
20.09	Property			954 Marcon Boulevard		1,570,900
20.10	Property			2201 Hangar Place		1,451,375
20.11	Property	34		7277 William Avenue		1,398,100
20.12	Property			2041 Avenue C		1,280,625
20.13	Property			7562 Penn Drive		1,262,675
20.14	Property			764 Roble Road		1,126,950
21	Loan		CGM	Harrison Executive Park	20,411,519	20,411,519	1.2%	16,999,103	5.26000%	0.07278%	5.18723%	113,328.76	1,359,945.12
22	Loan		GSMC	Oaks Apartments	19,151,133	19,151,133	1.1%	16,066,869	5.50000%	0.07278%	5.42723%	109,185.83	1,310,229.96
23	Loan		GSMC	White Marlin Mall	18,921,909	18,921,909	1.1%	15,869,767	5.49000%	0.09278%	5.39723%	107,760.73	1,293,128.76
24	Loan		CGM	Lehigh Valley Portfolio - Group 2	17,000,000	17,000,000	1.0%	16,270,898	5.16000%	0.07278%	5.08723%	92,929.23	1,115,150.76
24.01	Property			3701 Corporate Parkway		9,094,500
24.02	Property			3773 Corporate Parkway		7,905,500
25	Loan	35	GSMC	Arbor Park Shopping Center	16,776,896	16,776,896	1.0%	15,447,300	4.65000%	0.07278%	4.57723%	86,820.35	1,041,844.20
26	Loan		CGM	Trinity Square Crossed Portfolio	16,064,681	16,064,681	0.9%	13,752,428	6.16000%	0.07278%	6.08723%	98,403.45	1,180,841.40
26.01	Property			Trinity Square Retail Center		5,973,851
26.02	Property			MeadWestVaco - Kettering, OH		3,395,139
26.03	Property			Stonegate Corner - Medina, OH		1,543,245
26.04	Property			Aspen Dental and AT&T - Monroe, MI		1,359,051
26.05	Property			Advance Auto Parts - Berea, OH		1,319,225
26.06	Property			Advance Auto Parts - Sandusky, MI		945,860
26.07	Property			Advance Auto Parts - Columbus, OH		896,078
26.08	Property			Aspen Dental and AT&T - New Philadelphia, OH		632,233
27	Loan	11, 36	GSMC	Hilton Suites Lexington Green	15,680,431	15,680,431	0.9%	14,560,577	5.15000%	0.07278%	5.07723%	85,999.13	1,031,989.56
28	Loan		CGM	The Hills	15,399,929	15,399,929	0.9%	14,495,378	5.96000%	0.07278%	5.88723%	92,532.10	1,110,385.20
29	Loan	37	GSMC	Houston Design Center	14,911,998	14,911,998	0.9%	11,460,175	5.60000%	0.10278%	5.49723%	93,011.06	1,116,132.72
30	Loan		CGM	ARC Portfolio III	14,780,000	14,780,000	0.8%	14,780,000	4.30500%	0.07278%	4.23223%	53,759.68	645,116.16
30.01	Property			FedEx Ground - Saline, MI		4,836,000
30.02	Property			CVS - Stony Point, NY		3,074,000
30.03	Property			CVS - Charlotte, MI		2,888,500
30.04	Property			Provident Bank - Stony Point, NY		1,406,500
30.05	Property			Tractor Supply Company - Demopolis, AL		1,300,000
30.06	Property			Tractor Supply Company - New Boston, TX		1,275,000
31	Loan		CGM	Loyal Plaza	14,750,563	14,750,563	0.8%	12,170,690	5.00000%	0.07278%	4.92723%	79,449.60	953,395.20
32	Loan		CGM	ATD	13,800,000	13,800,000	0.8%	13,800,000	5.58000%	0.07278%	5.50723%	65,061.25	780,735.00
33	Loan	11, 38	GSMC	Holiday Inn Express Anchorage	13,645,977	13,645,977	0.8%	10,648,550	6.10000%	0.07278%	6.02723%	89,108.64	1,069,303.68
34	Loan		CGM	Midland Apartment Portfolio	13,512,985	13,512,985	0.8%	8,833,950	5.75000%	0.10278%	5.64723%	95,483.36	1,145,800.32
34.01	Property			Mulberry Lane Apartments		7,774,934
34.02	Property			Robin Oaks Apartments		3,894,919
34.03	Property			Perrine Pointe Apartments		1,843,131
35	Loan	11, 39	GSMC	Courtyard and Residence Inn - Southaven	13,466,094	13,466,094	0.8%	11,536,240	6.25000%	0.07278%	6.17723%	83,121.82	997,461.84
35.01	Property			Residence Inn		7,196,167
35.02	Property			Courtyard by Marriott		6,269,927
36	Loan	40, 41, 42	CGM	All Saints Retail Condo	13,275,000	13,275,000	0.8%	13,275,000	5.16000%	0.07278%	5.08723%	57,875.31	694,503.72
37	Loan	11, 43, 44	GSMC	Southpark Office Building	13,000,000	13,000,000	0.7%	13,000,000	5.35300%	0.07278%	5.28023%	58,796.26	705,555.12
38	Loan	45	GSMC	Albuquerque Hilton Garden Inn	12,516,586	12,516,586	0.7%	11,187,038	4.86850%	0.07278%	4.79573%	72,696.23	872,354.76
39	Loan		CGM	Park Point Syracuse University	12,187,596	12,187,596	0.7%	10,226,386	5.47000%	0.07278%	5.39723%	69,323.75	831,885.00
40	Loan	46	GSMC	Branhaven Plaza	11,948,206	11,948,206	0.7%	9,950,694	5.26000%	0.07278%	5.18723%	66,338.79	796,065.48
41	Loan		GSMC	Plaza at Cottonwood	11,945,124	11,945,124	0.7%	10,165,591	5.95150%	0.07278%	5.87873%	71,572.31	858,867.72
42	Loan		GSMC	ARCT Wal-Mart & Sam's Portfolio	11,500,000	11,500,000	0.7%	11,500,000	4.18750%	0.07278%	4.11473%	40,687.57	488,250.84
42.01	Property			Wal-Mart Supercenter		5,810,000
42.02	Property			Sam's Club		5,690,000
43	Loan		CGM	Merritt 8	11,202,461	11,202,461	0.6%	9,358,391	5.36000%	0.07278%	5.28723%	62,891.60	754,699.20
44	Loan	11, 47	GSMC	Embassy Suites - Tempe	10,949,870	10,949,870	0.6%	10,146,406	5.00000%	0.07278%	4.92723%	59,050.38	708,604.56
45	Loan		CGM	848 Brickell Plaza	10,700,000	10,700,000	0.6%	10,700,000	5.10000%	0.07278%	5.02723%	46,106.60	553,279.20
46	Loan	48	GSMC	Alhambra Renaissance Center	10,444,644	10,444,644	0.6%	8,965,420	6.22450%	0.07278%	6.15173%	64,476.27	773,715.24
47	Loan		CGM	Consumer Square West	10,028,685	10,028,685	0.6%	9,314,270	5.32000%	0.07278%	5.24723%	55,933.00	671,196.00
48	Loan		CGM	Cornell 55	9,412,855	9,412,855	0.5%	8,012,057	5.89000%	0.07278%	5.81723%	56,139.07	673,668.84
49	Loan		CGM	Whole Foods Charlottesville	9,322,658	9,322,658	0.5%	7,836,813	5.60000%	0.07278%	5.52723%	53,676.38	644,116.56
50	Loan		CGM	Richmond Office Portfolio	9,252,563	9,252,563	0.5%	7,973,922	6.37000%	0.07278%	6.29723%	57,989.49	695,873.88
50.01	Property			One Holland Place		5,523,918
50.02	Property			Vistas I & II		3,728,645
51	Loan		CGM	One Crescent Place MHC	9,196,032	9,196,032	0.5%	7,938,755	6.40000%	0.07278%	6.32723%	57,859.30	694,311.60
52	Loan		CGM	Pacific Village Center	9,161,453	9,161,453	0.5%	7,662,723	5.40000%	0.07278%	5.32723%	51,660.83	619,929.96
53	Loan		CGM	Pelham Towne Center	9,116,648	9,116,648	0.5%	8,386,528	4.59000%	0.10278%	4.48723%	46,852.29	562,227.48
54	Loan	11, 49	GSMC	Hampton Inn - Colorado Springs South	8,428,777	8,428,777	0.5%	7,220,832	6.25000%	0.07278%	6.17723%	52,028.10	624,337.20
55	Loan		CGM	SST - Racetrack & Bonanza Self Storage	7,666,766	7,666,766	0.4%	6,385,029	5.26000%	0.07278%	5.18723%	42,567.39	510,808.68
55.01	Property			Racetrack Self Storage		3,868,232
55.02	Property			Bonanza Self Storage		3,798,534
56	Loan		CGM	Copper Mill Apartments	7,350,000	7,350,000	0.4%	6,469,692	5.70000%	0.07278%	5.62723%	42,659.43	511,913.16
57	Loan		CGM	Sierra Forest Apartments	7,155,661	7,155,661	0.4%	6,440,207	5.31000%	0.07278%	5.23723%	43,401.08	520,812.96
58	Loan		CGM	Sherman Oaks Plaza	6,973,336	6,973,336	0.4%	5,909,614	5.84000%	0.07278%	5.76723%	41,251.19	495,014.28
59	Loan		CGM	Cumberland Apartments	6,900,000	6,900,000	0.4%	6,073,588	5.70000%	0.07278%	5.62723%	40,047.63	480,571.56
60	Loan		CGM	Crestmont Apartments	6,750,000	6,750,000	0.4%	5,941,554	5.70000%	0.07278%	5.62723%	39,177.03	470,124.36
61	Loan		CGM	Smith & American MHP Portfolio	6,474,747	6,474,747	0.4%	5,472,632	5.75000%	0.07278%	5.67723%	37,932.24	455,186.88
62	Loan		CGM	Bingham Station	5,641,955	5,641,955	0.3%	4,348,202	5.77000%	0.07278%	5.69723%	35,663.25	427,959.00
63	Loan		CGM	Heritage Trace Apartments	5,500,000	5,500,000	0.3%	4,841,267	5.70000%	0.07278%	5.62723%	31,922.02	383,064.24
64	Loan		CGM	Riviera Shopping Center	4,971,692	4,971,692	0.3%	3,847,899	5.81000%	0.07278%	5.73723%	31,636.86	379,642.32
65	Loan		CGM	Winterhaven Square	4,485,768	4,485,768	0.3%	4,166,434	5.25000%	0.07278%	5.17723%	24,849.17	298,190.04
66	Loan		CGM	Shoppes at Stonebrook	4,480,738	4,480,738	0.3%	3,443,157	5.64000%	0.10278%	5.53723%	28,011.43	336,137.16
67	Loan		CGM	Holiday Park	4,476,625	4,476,625	0.3%	4,226,490	6.29000%	0.07278%	6.21723%	27,824.45	333,893.40
68	Loan		CGM	Lake Zurich	4,326,902	4,326,902	0.2%	4,029,351	5.28000%	0.07278%	5.20723%	24,101.75	289,221.00
69	Loan		CGM	Elm Grove Apartments	3,996,114	3,996,114	0.2%	3,729,498	5.52000%	0.15438%	5.36563%	22,832.91	273,994.92
70	Loan		CGM	The Ridge MHP & Eastwood Hills	3,362,313	3,362,313	0.2%	2,854,395	5.90000%	0.07278%	5.82723%	20,018.36	240,220.32
71	Loan		CGM	Ivanhoe MHP	3,290,994	3,290,994	0.2%	3,083,570	5.90000%	0.07278%	5.82723%	19,573.50	234,882.00
72	Loan		CGM	Foot Locker - Brooklyn, NY	3,250,000	3,250,000	0.2%	3,250,000	4.51000%	0.07278%	4.43723%	12,384.23	148,610.76
73	Loan		CGM	Gateway Plaza II	3,087,449	3,087,449	0.2%	2,594,902	5.56000%	0.07278%	5.48723%	17,718.34	212,620.08
74	Loan		CGM	Oakhurst MHP	1,819,614	1,819,614	0.1%	1,589,929	6.95000%	0.07278%	6.87723%	12,080.55	144,966.60

A-5/6

GSMS 2011-GC5 Annex A

						Interest		Original Interest	Remaining	Original Term To	Remaining	Original	Remaining
Control	Loan /		Mortgage			Accrual		Only Period	Interest Only	Maturity / ARD	Term To	Amortization Term	Amortization Term	Origination
Number	Property Flag	Footnotes	Loan Seller	Property Name	Amortization Type	Method	Seasoning	(Mos.)	Period (Mos.)	(Mos.)	Maturity / ARD (Mos.)	(Mos.)	(Mos.)	Date
1	Loan	7	GSMC	Park Place Mall	Amortizing	Actual/360	5	0	0	120	115	360	355	4/11/2011
2	Loan	8	CGM	1551 Broadway	Interest Only	Actual/360	3	120	117	120	117	0	0	6/7/2011
3	Loan	9	GSMC	Copper Beech Portfolio	Amortizing	Actual/360	4	0	0	60	56	360	356	5/27/2011
3.01	Property			CBTC 28 Harrisonburg
3.02	Property			CBTC 26 Morgantown
3.03	Property	9		CBTC 29 San Marcos
3.04	Property			CBTC 3 IUP
4	Loan	10, 11, 12	GSMC	Hyatt Regency Boston	Amortizing	Actual/360	3	0	0	60	57	360	357	6/30/2011
5	Loan	13, 14	GSMC	Parkdale Mall & Crossing	Amortizing	30/360	7	0	0	120	113	300	293	3/3/2011
6	Loan	15	CGM	Shoppes at Chino Hills	Amortizing	Actual/360	3	0	0	120	117	360	357	6/8/2011
7	Loan		GSMC	Museum Square	Interest Only	Actual/360	4	120	116	120	116	0	0	6/2/2011
8	Loan	16	GSMC	Cole Portfolio	Interest Only - ARD	Actual/360	5	120	115	120	115	0	0	4/7/2011
8.01	Property			Volusia Square
8.02	Property			Shoppes at Port Arthur
8.03	Property			CVS - Jacksonville
8.04	Property			CVS - Lawrence
8.05	Property			CVS (Ground) - Dover
8.06	Property			On the Border - Mesa
8.07	Property			On the Border - Peoria
8.08	Property			Chili's
8.09	Property			On the Border - Kansas City
8.10	Property			Ulta
8.11	Property			Tractor Supply - Nixa
8.12	Property			Tractor Supply - Hamilton
8.13	Property			Macaroni Grill
8.14	Property			O'Reilly Auto Parts - San Antonio
8.15	Property			O'Reilly Auto Parts - Christiansburg
8.16	Property			O'Reilly Auto Parts - Houston
8.17	Property			O'Reilly Auto Parts - Highlands
9	Loan	11	GSMC	Ashland Town Center	Amortizing	Actual/360	3	0	0	120	117	360	357	6/21/2011
10	Loan	17, 18, 19, 20, 21	GSMC	AppleTree Business Park	Amortizing	Actual/360	3	0	0	120	117	360	357	6/29/2011
11	Loan	22, 23	GSMC	Lake Buena Vista Factory Stores Phase I	Amortizing	Actual/360	6	0	0	120	114	360	354	3/10/2011
12	Loan	22	GSMC	Lake Buena Vista Factory Stores Phase II	Amortizing	Actual/360	6	0	0	120	114	360	354	3/10/2011
13	Loan	24, 25	GSMC	Champlain Centre	Amortizing	Actual/360	5	0	0	120	115	360	355	5/4/2011
14	Loan		CGM	Prentiss Creek Apartments	Amortizing	Actual/360	5	0	0	120	115	360	355	4/13/2011
15	Loan	26, 27, 28	CGM	Red Lion Hotel - Seattle, WA	Amortizing	Actual/360	3	0	0	60	57	324	321	6/14/2011
16	Loan	11, 29	GSMC	Courtyard and Residence Inn - Franklin	Amortizing	Actual/360	2	0	0	120	118	360	358	8/5/2011
16.01	Property			Courtyard by Marriott
16.02	Property			Residence Inn
17	Loan	30	GSMC	Rivercrest Realty Portfolio 2	Amortizing	Actual/360	2	0	0	120	118	360	358	7/28/2011
17.01	Property	31		Northpointe Commons
17.02	Property	31		Highlands Square
17.03	Property	30		Ridgeview Plaza
17.04	Property	30		East River Plaza
18	Loan	32	CGM	250 Mercer Street	Amortizing	Actual/360	3	0	0	120	117	360	357	6/22/2011
19	Loan	33	CGM	1117 Perimeter Center West	Amortizing	Actual/360	2	0	0	60	58	360	358	7/28/2011
20	Loan		CGM	Lehigh Valley Portfolio - Group 4	Interest Only, Then Amortizing	Actual/360	4	24	20	60	56	360	360	5/11/2011
20.01	Property			57 South Commerce Way
20.02	Property			754 Roble Road
20.03	Property			2202 Hangar Place
20.04	Property			944 Marcon Boulevard
20.05	Property			2196 Avenue C
20.06	Property			7355 William Avenue
20.07	Property			974 Marcon Boulevard
20.08	Property			964 Marcon Boulevard
20.09	Property			954 Marcon Boulevard
20.10	Property			2201 Hangar Place
20.11	Property	34		7277 William Avenue
20.12	Property			2041 Avenue C
20.13	Property			7562 Penn Drive
20.14	Property			764 Roble Road
21	Loan		CGM	Harrison Executive Park	Amortizing	Actual/360	4	0	0	120	116	360	356	5/11/2011
22	Loan		GSMC	Oaks Apartments	Amortizing	Actual/360	4	0	0	120	116	360	356	5/10/2011
23	Loan		GSMC	White Marlin Mall	Amortizing	Actual/360	4	0	0	120	116	360	356	5/24/2011
24	Loan		CGM	Lehigh Valley Portfolio - Group 2	Interest Only, Then Amortizing	Actual/360	4	24	20	60	56	360	360	5/11/2011
24.01	Property			3701 Corporate Parkway
24.02	Property			3773 Corporate Parkway
25	Loan	35	GSMC	Arbor Park Shopping Center	Amortizing	Actual/360	3	0	0	60	57	360	357	6/7/2011
26	Loan		CGM	Trinity Square Crossed Portfolio	Amortizing	Actual/360	5	0	0	120	115	360	355	4/29/2011
26.01	Property			Trinity Square Retail Center
26.02	Property			MeadWestVaco - Kettering, OH
26.03	Property			Stonegate Corner - Medina, OH
26.04	Property			Aspen Dental and AT&T - Monroe, MI
26.05	Property			Advance Auto Parts - Berea, OH
26.06	Property			Advance Auto Parts - Sandusky, MI
26.07	Property			Advance Auto Parts - Columbus, OH
26.08	Property			Aspen Dental and AT&T - New Philadelphia, OH
27	Loan	11, 36	GSMC	Hilton Suites Lexington Green	Amortizing	Actual/360	4	0	0	60	56	360	356	5/26/2011
28	Loan		CGM	The Hills	Amortizing	Actual/360	7	0	0	60	53	360	353	3/3/2011
29	Loan	37	GSMC	Houston Design Center	Amortizing	Actual/360	4	0	0	120	116	300	296	5/13/2011
30	Loan		CGM	ARC Portfolio III	Interest Only	Actual/360	3	60	57	60	57	0	0	6/9/2011
30.01	Property			FedEx Ground - Saline, MI
30.02	Property			CVS - Stony Point, NY
30.03	Property			CVS - Charlotte, MI
30.04	Property			Provident Bank - Stony Point, NY
30.05	Property			Tractor Supply Company - Demopolis, AL
30.06	Property			Tractor Supply Company - New Boston, TX
31	Loan		CGM	Loyal Plaza	Amortizing	Actual/360	3	0	0	120	117	360	357	6/13/2011
32	Loan		CGM	ATD	Interest Only	Actual/360	7	120	113	120	113	0	0	2/25/2011
33	Loan	11, 38	GSMC	Holiday Inn Express Anchorage	Amortizing	Actual/360	3	0	0	120	117	300	297	6/17/2011
34	Loan		CGM	Midland Apartment Portfolio	Amortizing	Actual/360	3	0	0	120	117	240	237	7/6/2011
34.01	Property			Mulberry Lane Apartments
34.02	Property			Robin Oaks Apartments
34.03	Property			Perrine Pointe Apartments
35	Loan	11, 39	GSMC	Courtyard and Residence Inn - Southaven	Amortizing	Actual/360	3	0	0	120	117	360	357	6/7/2011
35.01	Property			Residence Inn
35.02	Property			Courtyard by Marriott
36	Loan	40, 41, 42	CGM	All Saints Retail Condo	Interest Only	Actual/360	2	60	58	60	58	0	0	7/7/2011
37	Loan	11, 43, 44	GSMC	Southpark Office Building	Interest Only	Actual/360	5	60	55	60	55	0	0	4/15/2011
38	Loan	45	GSMC	Albuquerque Hilton Garden Inn	Amortizing	Actual/360	4	0	0	60	56	300	296	5/26/2011
39	Loan		CGM	Park Point Syracuse University	Amortizing	Actual/360	5	0	0	120	115	360	355	4/29/2011
40	Loan	46	GSMC	Branhaven Plaza	Amortizing	Actual/360	4	0	0	120	116	360	356	5/27/2011
41	Loan		GSMC	Plaza at Cottonwood	Amortizing	Actual/360	5	0	0	120	115	360	355	4/19/2011
42	Loan		GSMC	ARCT Wal-Mart & Sam's Portfolio	Interest Only	Actual/360	5	60	55	60	55	0	0	5/6/2011
42.01	Property			Wal-Mart Supercenter
42.02	Property			Sam's Club
43	Loan		CGM	Merritt 8	Amortizing	Actual/360	4	0	0	120	116	360	356	5/31/2011
44	Loan	11, 47	GSMC	Embassy Suites - Tempe	Amortizing	Actual/360	4	0	0	60	56	360	356	5/19/2011
45	Loan		CGM	848 Brickell Plaza	Interest Only	Actual/360	6	60	54	60	54	0	0	3/29/2011
46	Loan	48	GSMC	Alhambra Renaissance Center	Amortizing	Actual/360	6	0	0	120	114	360	354	4/1/2011
47	Loan		CGM	Consumer Square West	Amortizing	Actual/360	2	0	0	60	58	360	358	7/29/2011
48	Loan		CGM	Cornell 55	Amortizing	Actual/360	7	0	0	120	113	360	353	2/23/2011
49	Loan		CGM	Whole Foods Charlottesville	Amortizing	Actual/360	3	0	0	120	117	360	357	6/15/2011
50	Loan		CGM	Richmond Office Portfolio	Amortizing	Actual/360	6	0	0	120	114	360	354	3/25/2011
50.01	Property			One Holland Place
50.02	Property			Vistas I & II
51	Loan		CGM	One Crescent Place MHC	Amortizing	Actual/360	7	0	0	120	113	360	353	2/28/2011
52	Loan		CGM	Pacific Village Center	Amortizing	Actual/360	4	0	0	120	116	360	356	6/1/2011
53	Loan		CGM	Pelham Towne Center	Amortizing	Actual/360	3	0	0	60	57	360	357	6/20/2011
54	Loan	11, 49	GSMC	Hampton Inn - Colorado Springs South	Amortizing	Actual/360	3	0	0	120	117	360	357	6/7/2011
55	Loan		CGM	SST - Racetrack & Bonanza Self Storage	Amortizing	Actual/360	4	0	0	120	116	360	356	5/25/2011
55.01	Property			Racetrack Self Storage
55.02	Property			Bonanza Self Storage
56	Loan		CGM	Copper Mill Apartments	Interest Only, Then Amortizing	Actual/360	5	24	19	120	115	360	360	4/29/2011
57	Loan		CGM	Sierra Forest Apartments	Amortizing	Actual/360	4	0	0	60	56	300	296	5/6/2011
58	Loan		CGM	Sherman Oaks Plaza	Amortizing	Actual/360	4	0	0	120	116	360	356	5/18/2011
59	Loan		CGM	Cumberland Apartments	Interest Only, Then Amortizing	Actual/360	5	24	19	120	115	360	360	4/29/2011
60	Loan		CGM	Crestmont Apartments	Interest Only, Then Amortizing	Actual/360	5	24	19	120	115	360	360	4/29/2011
61	Loan		CGM	Smith & American MHP Portfolio	Amortizing	Actual/360	4	0	0	120	116	360	356	5/25/2011
62	Loan		CGM	Bingham Station	Amortizing	Actual/360	2	0	0	120	118	300	298	7/28/2011
63	Loan		CGM	Heritage Trace Apartments	Interest Only, Then Amortizing	Actual/360	5	24	19	120	115	360	360	4/29/2011
64	Loan		CGM	Riviera Shopping Center	Amortizing	Actual/360	4	0	0	120	116	300	296	5/12/2011
65	Loan		CGM	Winterhaven Square	Amortizing	Actual/360	3	0	0	60	57	360	357	6/10/2011
66	Loan		CGM	Shoppes at Stonebrook	Amortizing	Actual/360	3	0	0	120	117	300	297	6/9/2011
67	Loan		CGM	Holiday Park	Amortizing	Actual/360	6	0	0	60	54	360	354	3/31/2011
68	Loan		CGM	Lake Zurich	Amortizing	Actual/360	5	0	0	60	55	360	355	4/29/2011
69	Loan		CGM	Elm Grove Apartments	Amortizing	Actual/360	4	0	0	60	56	360	356	5/9/2011
70	Loan		CGM	The Ridge MHP & Eastwood Hills	Amortizing	Actual/360	4	0	0	120	116	360	356	6/1/2011
71	Loan		CGM	Ivanhoe MHP	Amortizing	Actual/360	3	0	0	60	57	360	357	6/8/2011
72	Loan		CGM	Foot Locker - Brooklyn, NY	Interest Only	Actual/360	5	60	55	60	55	0	0	4/18/2011
73	Loan		CGM	Gateway Plaza II	Amortizing	Actual/360	4	0	0	120	116	360	356	5/24/2011
74	Loan		CGM	Oakhurst MHP	Amortizing	Actual/360	4	0	0	120	116	360	356	6/2/2011

A-7/8

GSMS 2011-GC5 Annex A


Control	Loan /		Mortgage		Due	First	Last IO	First P&I		ARD	Final
Number	Property Flag	Footnotes	Loan Seller	Property Name	Date	Due Date	Due Date	Due Date	Maturity Date / ARD	(Yes / No)	Maturity Date
1	Loan	7	GSMC	Park Place Mall	6	6/6/2011		6/6/2011	5/6/2021	No
2	Loan	8	CGM	1551 Broadway	6	8/6/2011	7/6/2021		7/6/2021	No
3	Loan	9	GSMC	Copper Beech Portfolio	6	7/6/2011		7/6/2011	6/6/2016	No
3.01	Property			CBTC 28 Harrisonburg
3.02	Property			CBTC 26 Morgantown
3.03	Property	9		CBTC 29 San Marcos
3.04	Property			CBTC 3 IUP
4	Loan	10, 11, 12	GSMC	Hyatt Regency Boston	6	8/6/2011		8/6/2011	7/6/2016	No
5	Loan	13, 14	GSMC	Parkdale Mall & Crossing	6	4/6/2011		4/6/2011	3/6/2021	No
6	Loan	15	CGM	Shoppes at Chino Hills	6	8/6/2011		8/6/2011	7/6/2021	No
7	Loan		GSMC	Museum Square	6	7/6/2011	6/6/2021		6/6/2021	No
8	Loan	16	GSMC	Cole Portfolio	6	6/6/2011	5/6/2021		5/6/2021	Yes	5/6/2041
8.01	Property			Volusia Square
8.02	Property			Shoppes at Port Arthur
8.03	Property			CVS - Jacksonville
8.04	Property			CVS - Lawrence
8.05	Property			CVS (Ground) - Dover
8.06	Property			On the Border - Mesa
8.07	Property			On the Border - Peoria
8.08	Property			Chili's
8.09	Property			On the Border - Kansas City
8.10	Property			Ulta
8.11	Property			Tractor Supply - Nixa
8.12	Property			Tractor Supply - Hamilton
8.13	Property			Macaroni Grill
8.14	Property			O'Reilly Auto Parts - San Antonio
8.15	Property			O'Reilly Auto Parts - Christiansburg
8.16	Property			O'Reilly Auto Parts - Houston
8.17	Property			O'Reilly Auto Parts - Highlands
9	Loan	11	GSMC	Ashland Town Center	6	8/6/2011		8/6/2011	7/6/2021	No
10	Loan	17, 18, 19, 20, 21	GSMC	AppleTree Business Park	6	8/6/2011		8/6/2011	7/6/2021	Yes	7/6/2022
11	Loan	22, 23	GSMC	Lake Buena Vista Factory Stores Phase I	6	5/6/2011		5/6/2011	4/6/2021	No
12	Loan	22	GSMC	Lake Buena Vista Factory Stores Phase II	6	5/6/2011		5/6/2011	4/6/2021	No
13	Loan	24, 25	GSMC	Champlain Centre	6	6/6/2011		6/6/2011	5/6/2021	No
14	Loan		CGM	Prentiss Creek Apartments	1	6/1/2011		6/1/2011	5/1/2021	No
15	Loan	26, 27, 28	CGM	Red Lion Hotel - Seattle, WA	6	8/6/2011		8/6/2011	7/6/2016	No
16	Loan	11, 29	GSMC	Courtyard and Residence Inn - Franklin	6	9/6/2011		9/6/2011	8/6/2021	No
16.01	Property			Courtyard by Marriott
16.02	Property			Residence Inn
17	Loan	30	GSMC	Rivercrest Realty Portfolio 2	6	9/6/2011		9/6/2011	8/6/2021	No
17.01	Property	31		Northpointe Commons
17.02	Property	31		Highlands Square
17.03	Property	30		Ridgeview Plaza
17.04	Property	30		East River Plaza
18	Loan	32	CGM	250 Mercer Street	6	8/6/2011		8/6/2011	7/6/2021	No
19	Loan	33	CGM	1117 Perimeter Center West	6	9/6/2011		9/6/2011	8/6/2016	No
20	Loan		CGM	Lehigh Valley Portfolio - Group 4	6	7/6/2011	6/6/2013	7/6/2013	6/6/2016	No
20.01	Property			57 South Commerce Way
20.02	Property			754 Roble Road
20.03	Property			2202 Hangar Place
20.04	Property			944 Marcon Boulevard
20.05	Property			2196 Avenue C
20.06	Property			7355 William Avenue
20.07	Property			974 Marcon Boulevard
20.08	Property			964 Marcon Boulevard
20.09	Property			954 Marcon Boulevard
20.10	Property			2201 Hangar Place
20.11	Property	34		7277 William Avenue
20.12	Property			2041 Avenue C
20.13	Property			7562 Penn Drive
20.14	Property			764 Roble Road
21	Loan		CGM	Harrison Executive Park	6	7/6/2011		7/6/2011	6/6/2021	No
22	Loan		GSMC	Oaks Apartments	6	7/6/2011		7/6/2011	6/6/2021	No
23	Loan		GSMC	White Marlin Mall	6	7/6/2011		7/6/2011	6/6/2021	No
24	Loan		CGM	Lehigh Valley Portfolio - Group 2	6	7/6/2011	6/6/2013	7/6/2013	6/6/2016	No
24.01	Property			3701 Corporate Parkway
24.02	Property			3773 Corporate Parkway
25	Loan	35	GSMC	Arbor Park Shopping Center	6	8/6/2011		8/6/2011	7/6/2016	No
26	Loan		CGM	Trinity Square Crossed Portfolio	6	6/6/2011		6/6/2011	5/6/2021	No
26.01	Property			Trinity Square Retail Center
26.02	Property			MeadWestVaco - Kettering, OH
26.03	Property			Stonegate Corner - Medina, OH
26.04	Property			Aspen Dental and AT&T - Monroe, MI
26.05	Property			Advance Auto Parts - Berea, OH
26.06	Property			Advance Auto Parts - Sandusky, MI
26.07	Property			Advance Auto Parts - Columbus, OH
26.08	Property			Aspen Dental and AT&T - New Philadelphia, OH
27	Loan	11, 36	GSMC	Hilton Suites Lexington Green	6	7/6/2011		7/6/2011	6/6/2016	No
28	Loan		CGM	The Hills	6	4/6/2011		4/6/2011	3/6/2016	No
29	Loan	37	GSMC	Houston Design Center	6	7/6/2011		7/6/2011	6/6/2021	No
30	Loan		CGM	ARC Portfolio III	6	8/6/2011	7/6/2016		7/6/2016	No
30.01	Property			FedEx Ground - Saline, MI
30.02	Property			CVS - Stony Point, NY
30.03	Property			CVS - Charlotte, MI
30.04	Property			Provident Bank - Stony Point, NY
30.05	Property			Tractor Supply Company - Demopolis, AL
30.06	Property			Tractor Supply Company - New Boston, TX
31	Loan		CGM	Loyal Plaza	6	8/6/2011		8/6/2011	7/6/2021	No
32	Loan		CGM	ATD	6	4/6/2011	3/6/2021		3/6/2021	No
33	Loan	11, 38	GSMC	Holiday Inn Express Anchorage	6	8/6/2011		8/6/2011	7/6/2021	No
34	Loan		CGM	Midland Apartment Portfolio	6	8/6/2011		8/6/2011	7/6/2021	No
34.01	Property			Mulberry Lane Apartments
34.02	Property			Robin Oaks Apartments
34.03	Property			Perrine Pointe Apartments
35	Loan	11, 39	GSMC	Courtyard and Residence Inn - Southaven	6	8/6/2011		8/6/2011	7/6/2021	No
35.01	Property			Residence Inn
35.02	Property			Courtyard by Marriott
36	Loan	40, 41, 42	CGM	All Saints Retail Condo	6	9/6/2011	8/6/2016		8/6/2016	No
37	Loan	11, 43, 44	GSMC	Southpark Office Building	6	6/6/2011	5/6/2016		5/6/2016	No
38	Loan	45	GSMC	Albuquerque Hilton Garden Inn	6	7/6/2011		7/6/2011	6/6/2016	No
39	Loan		CGM	Park Point Syracuse University	6	6/6/2011		6/6/2011	5/6/2021	No
40	Loan	46	GSMC	Branhaven Plaza	6	7/6/2011		7/6/2011	6/6/2021	No
41	Loan		GSMC	Plaza at Cottonwood	6	6/6/2011		6/6/2011	5/6/2021	No
42	Loan		GSMC	ARCT Wal-Mart & Sam's Portfolio	6	6/6/2011	5/6/2016		5/6/2016	No
42.01	Property			Wal-Mart Supercenter
42.02	Property			Sam's Club
43	Loan		CGM	Merritt 8	6	7/6/2011		7/6/2011	6/6/2021	No
44	Loan	11, 47	GSMC	Embassy Suites - Tempe	6	7/6/2011		7/6/2011	6/6/2016	No
45	Loan		CGM	848 Brickell Plaza	6	5/6/2011	4/6/2016		4/6/2016	No
46	Loan	48	GSMC	Alhambra Renaissance Center	6	5/6/2011		5/6/2011	4/6/2021	No
47	Loan		CGM	Consumer Square West	6	9/6/2011		9/6/2011	8/6/2016	No
48	Loan		CGM	Cornell 55	6	4/6/2011		4/6/2011	3/6/2021	No
49	Loan		CGM	Whole Foods Charlottesville	6	8/6/2011		8/6/2011	7/6/2021	No
50	Loan		CGM	Richmond Office Portfolio	6	5/6/2011		5/6/2011	4/6/2021	No
50.01	Property			One Holland Place
50.02	Property			Vistas I & II
51	Loan		CGM	One Crescent Place MHC	6	4/6/2011		4/6/2011	3/6/2021	No
52	Loan		CGM	Pacific Village Center	6	7/6/2011		7/6/2011	6/6/2021	No
53	Loan		CGM	Pelham Towne Center	6	8/6/2011		8/6/2011	7/6/2016	No
54	Loan	11, 49	GSMC	Hampton Inn - Colorado Springs South	6	8/6/2011		8/6/2011	7/6/2021	No
55	Loan		CGM	SST - Racetrack & Bonanza Self Storage	6	7/6/2011		7/6/2011	6/6/2021	No
55.01	Property			Racetrack Self Storage
55.02	Property			Bonanza Self Storage
56	Loan		CGM	Copper Mill Apartments	1	6/1/2011	5/1/2013	6/1/2013	5/1/2021	No
57	Loan		CGM	Sierra Forest Apartments	6	7/6/2011		7/6/2011	6/6/2016	No
58	Loan		CGM	Sherman Oaks Plaza	6	7/6/2011		7/6/2011	6/6/2021	No
59	Loan		CGM	Cumberland Apartments	1	6/1/2011	5/1/2013	6/1/2013	5/1/2021	No
60	Loan		CGM	Crestmont Apartments	1	6/1/2011	5/1/2013	6/1/2013	5/1/2021	No
61	Loan		CGM	Smith & American MHP Portfolio	6	7/6/2011		7/6/2011	6/6/2021	No
62	Loan		CGM	Bingham Station	6	9/6/2011		9/6/2011	8/6/2021	No
63	Loan		CGM	Heritage Trace Apartments	1	6/1/2011	5/1/2013	6/1/2013	5/1/2021	No
64	Loan		CGM	Riviera Shopping Center	6	7/6/2011		7/6/2011	6/6/2021	No
65	Loan		CGM	Winterhaven Square	6	8/6/2011		8/6/2011	7/6/2016	No
66	Loan		CGM	Shoppes at Stonebrook	6	8/6/2011		8/6/2011	7/6/2021	No
67	Loan		CGM	Holiday Park	6	5/6/2011		5/6/2011	4/6/2016	No
68	Loan		CGM	Lake Zurich	6	6/6/2011		6/6/2011	5/6/2016	No
69	Loan		CGM	Elm Grove Apartments	6	7/6/2011		7/6/2011	6/6/2016	No
70	Loan		CGM	The Ridge MHP & Eastwood Hills	6	7/6/2011		7/6/2011	6/6/2021	No
71	Loan		CGM	Ivanhoe MHP	6	8/6/2011		8/6/2011	7/6/2016	No
72	Loan		CGM	Foot Locker - Brooklyn, NY	6	6/6/2011	5/6/2016		5/6/2016	No
73	Loan		CGM	Gateway Plaza II	6	7/6/2011		7/6/2011	6/6/2021	No
74	Loan		CGM	Oakhurst MHP	6	7/6/2011		7/6/2011	6/6/2021	No

A-9/10

GSMS 2011-GC5 Annex A

					Grace	Grace
Control	Loan /		Mortgage		Period-	Period-
Number	Property Flag	Footnotes	Loan Seller	Property Name	Late Fee	Default	Prepayment Provision (3)
1	Loan	7	GSMC	Park Place Mall	0	0	Lockout/29_Defeasance/87_0%/4
2	Loan	8	CGM	1551 Broadway	0	0	Lockout/27_Defeasance/90_0%/3
3	Loan	9	GSMC	Copper Beech Portfolio	0	0	Lockout/28_Defeasance/29_0%/3
3.01	Property			CBTC 28 Harrisonburg
3.02	Property			CBTC 26 Morgantown
3.03	Property	9		CBTC 29 San Marcos
3.04	Property			CBTC 3 IUP
4	Loan	10, 11, 12	GSMC	Hyatt Regency Boston	0	0	Lockout/27_Defeasance/29_0%/4
5	Loan	13, 14	GSMC	Parkdale Mall & Crossing	0	0	Lockout/31_Defeasance/85_0%/4
6	Loan	15	CGM	Shoppes at Chino Hills	0	0	Lockout/27_Defeasance/90_0%/3
7	Loan		GSMC	Museum Square	0	0	Lockout/28_Defeasance/87_0%/5
8	Loan	16	GSMC	Cole Portfolio	0	0	Lockout/29_Defeasance/87_0%/4
8.01	Property			Volusia Square
8.02	Property			Shoppes at Port Arthur
8.03	Property			CVS - Jacksonville
8.04	Property			CVS - Lawrence
8.05	Property			CVS (Ground) - Dover
8.06	Property			On the Border - Mesa
8.07	Property			On the Border - Peoria
8.08	Property			Chili's
8.09	Property			On the Border - Kansas City
8.10	Property			Ulta
8.11	Property			Tractor Supply - Nixa
8.12	Property			Tractor Supply - Hamilton
8.13	Property			Macaroni Grill
8.14	Property			O'Reilly Auto Parts - San Antonio
8.15	Property			O'Reilly Auto Parts - Christiansburg
8.16	Property			O'Reilly Auto Parts - Houston
8.17	Property			O'Reilly Auto Parts - Highlands
9	Loan	11	GSMC	Ashland Town Center	0	0	Lockout/27_Defeasance/88_0%/5
10	Loan	17, 18, 19, 20, 21	GSMC	AppleTree Business Park	0	0	Lockout/27_Defeasance/86_0%/7
11	Loan	22, 23	GSMC	Lake Buena Vista Factory Stores Phase I	0	0	Lockout/30_Defeasance/86_0%/4
12	Loan	22	GSMC	Lake Buena Vista Factory Stores Phase II	0	0	Lockout/30_Defeasance/86_0%/4
13	Loan	24, 25	GSMC	Champlain Centre	0	0	Lockout/29_Defeasance/87_0%/4
14	Loan		CGM	Prentiss Creek Apartments	5	5	Lockout/29_Defeasance/88_0%/3
15	Loan	26, 27, 28	CGM	Red Lion Hotel - Seattle, WA	0	0	Lockout/27_Defeasance/29_0%/4
16	Loan	11, 29	GSMC	Courtyard and Residence Inn - Franklin	0	0	Lockout/26_Defeasance/90_0%/4
16.01	Property			Courtyard by Marriott
16.02	Property			Residence Inn
17	Loan	30	GSMC	Rivercrest Realty Portfolio 2	0	0	Lockout/26_Defeasance/90_0%/4
17.01	Property	31		Northpointe Commons
17.02	Property	31		Highlands Square
17.03	Property	30		Ridgeview Plaza
17.04	Property	30		East River Plaza
18	Loan	32	CGM	250 Mercer Street	0	0	Lockout/27_Defeasance/89_0%/4
19	Loan	33	CGM	1117 Perimeter Center West	0	0	Lockout/26_Defeasance/30_0%/4
20	Loan		CGM	Lehigh Valley Portfolio - Group 4	0	0	Lockout/28_Defeasance/26_0%/6
20.01	Property			57 South Commerce Way
20.02	Property			754 Roble Road
20.03	Property			2202 Hangar Place
20.04	Property			944 Marcon Boulevard
20.05	Property			2196 Avenue C
20.06	Property			7355 William Avenue
20.07	Property			974 Marcon Boulevard
20.08	Property			964 Marcon Boulevard
20.09	Property			954 Marcon Boulevard
20.10	Property			2201 Hangar Place
20.11	Property	34		7277 William Avenue
20.12	Property			2041 Avenue C
20.13	Property			7562 Penn Drive
20.14	Property			764 Roble Road
21	Loan		CGM	Harrison Executive Park	0	0	Lockout/28_Defeasance/88_0%/4
22	Loan		GSMC	Oaks Apartments	15	0	Lockout/28_Defeasance/88_0%/4
23	Loan		GSMC	White Marlin Mall	0	0	Lockout/28_Defeasance/88_0%/4
24	Loan		CGM	Lehigh Valley Portfolio - Group 2	0	0	Lockout/28_Defeasance/26_0%/6
24.01	Property			3701 Corporate Parkway
24.02	Property			3773 Corporate Parkway
25	Loan	35	GSMC	Arbor Park Shopping Center	0	0	Lockout/27_Defeasance/29_0%/4
26	Loan		CGM	Trinity Square Crossed Portfolio	0	0	Lockout/29_Defeasance/88_0%/3
26.01	Property			Trinity Square Retail Center
26.02	Property			MeadWestVaco - Kettering, OH
26.03	Property			Stonegate Corner - Medina, OH
26.04	Property			Aspen Dental and AT&T - Monroe, MI
26.05	Property			Advance Auto Parts - Berea, OH
26.06	Property			Advance Auto Parts - Sandusky, MI
26.07	Property			Advance Auto Parts - Columbus, OH
26.08	Property			Aspen Dental and AT&T - New Philadelphia, OH
27	Loan	11, 36	GSMC	Hilton Suites Lexington Green	0	0	Lockout/28_Defeasance/29_0%/3
28	Loan		CGM	The Hills	0	0	Lockout/31_Defeasance/25_0%/4
29	Loan	37	GSMC	Houston Design Center	0	0	Lockout/28_Defeasance/88_0%/4
30	Loan		CGM	ARC Portfolio III	0	0	Lockout/27_Defeasance/29_0%/4
30.01	Property			FedEx Ground - Saline, MI
30.02	Property			CVS - Stony Point, NY
30.03	Property			CVS - Charlotte, MI
30.04	Property			Provident Bank - Stony Point, NY
30.05	Property			Tractor Supply Company - Demopolis, AL
30.06	Property			Tractor Supply Company - New Boston, TX
31	Loan		CGM	Loyal Plaza	0	0	Lockout/27_Defeasance/90_0%/3
32	Loan		CGM	ATD	0	0	Lockout/31_Defeasance/85_0%/4
33	Loan	11, 38	GSMC	Holiday Inn Express Anchorage	5 days, once per calendar year, following written notice from Lender.	0	Lockout/27_Defeasance/89_0%/4
34	Loan		CGM	Midland Apartment Portfolio	0	0	Lockout/27_Defeasance/87_0%/6
34.01	Property			Mulberry Lane Apartments
34.02	Property			Robin Oaks Apartments
34.03	Property			Perrine Pointe Apartments
35	Loan	11, 39	GSMC	Courtyard and Residence Inn - Southaven	0	0	Lockout/27_Defeasance/89_0%/4
35.01	Property			Residence Inn
35.02	Property			Courtyard by Marriott
36	Loan	40, 41, 42	CGM	All Saints Retail Condo	0	0	Lockout/26_Defeasance/10_(a)Greater of (i) 2% of UPB or (ii) YM plus 1% of UPB or (b)Defeasance/12_(a)YM plus 1% of UPB or (b) Defeasance/11_0%/1
37	Loan	11, 43, 44	GSMC	Southpark Office Building	5 days, once per calendar year, following written notice from Lender.	0	Lockout/29_Defeasance/27_0%/4
38	Loan	45	GSMC	Albuquerque Hilton Garden Inn	0	0	Lockout/28_Defeasance/29_0%/3
39	Loan		CGM	Park Point Syracuse University	0	0	Lockout/29_Defeasance/88_0%/3
40	Loan	46	GSMC	Branhaven Plaza	0	0	Lockout/28_Defeasance/88_0%/4
41	Loan		GSMC	Plaza at Cottonwood	5 days, once per calendar year, following written notice from Lender.	0	Lockout/29_Defeasance/87_0%/4
42	Loan		GSMC	ARCT Wal-Mart & Sam's Portfolio	0	0	Lockout/29_Defeasance/28_0%/3
42.01	Property			Wal-Mart Supercenter
42.02	Property			Sam's Club
43	Loan		CGM	Merritt 8	0	0	Lockout/28_Defeasance/88_0%/4
44	Loan	11, 47	GSMC	Embassy Suites - Tempe	0	0	Lockout/28_Defeasance/28_0%/4
45	Loan		CGM	848 Brickell Plaza	0	0	Lockout/30_YM1/27_0%/3
46	Loan	48	GSMC	Alhambra Renaissance Center	0	0	Lockout/30_Defeasance/86_0%/4
47	Loan		CGM	Consumer Square West	0	0	Lockout/26_Defeasance/31_0%/3
48	Loan		CGM	Cornell 55	0	0	Lockout/31_Defeasance/85_0%/4
49	Loan		CGM	Whole Foods Charlottesville	0	0	Lockout/27_Defeasance/90_0%/3
50	Loan		CGM	Richmond Office Portfolio	0	0	Lockout/30_Defeasance/86_0%/4
50.01	Property			One Holland Place
50.02	Property			Vistas I & II
51	Loan		CGM	One Crescent Place MHC	0	0	Lockout/31_Defeasance/85_0%/4
52	Loan		CGM	Pacific Village Center	0	0	Lockout/28_Defeasance/89_0%/3
53	Loan		CGM	Pelham Towne Center	0	0	Lockout/27_Defeasance/30_0%/3
54	Loan	11, 49	GSMC	Hampton Inn - Colorado Springs South	0	0	Lockout/27_Defeasance/89_0%/4
55	Loan		CGM	SST - Racetrack & Bonanza Self Storage	0	0	Lockout/28_Defeasance/89_0%/3
55.01	Property			Racetrack Self Storage
55.02	Property			Bonanza Self Storage
56	Loan		CGM	Copper Mill Apartments	0	5	Lockout/29_Defeasance/88_0%/3
57	Loan		CGM	Sierra Forest Apartments	0	0	Lockout/28_Defeasance/29_0%/3
58	Loan		CGM	Sherman Oaks Plaza	0	0	Lockout/28_Defeasance/89_0%/3
59	Loan		CGM	Cumberland Apartments	0	5	Lockout/29_Defeasance/88_0%/3
60	Loan		CGM	Crestmont Apartments	0	5	Lockout/29_Defeasance/88_0%/3
61	Loan		CGM	Smith & American MHP Portfolio	0	0	Lockout/28_Defeasance/89_0%/3
62	Loan		CGM	Bingham Station	0	0	Lockout/26_Defeasance/91_0%/3
63	Loan		CGM	Heritage Trace Apartments	0	5	Lockout/29_Defeasance/88_0%/3
64	Loan		CGM	Riviera Shopping Center	0	0	Lockout/28_Defeasance/88_0%/4
65	Loan		CGM	Winterhaven Square	0	0	Lockout/27_Defeasance/30_0%/3
66	Loan		CGM	Shoppes at Stonebrook	0	0	Lockout/27_Defeasance/89_0%/4
67	Loan		CGM	Holiday Park	0	0	Lockout/30_Defeasance/27_0%/3
68	Loan		CGM	Lake Zurich	0	0	Lockout/29_Defeasance/27_0%/4
69	Loan		CGM	Elm Grove Apartments	0	0	Lockout/28_Defeasance/29_0%/3
70	Loan		CGM	The Ridge MHP & Eastwood Hills	0	0	Lockout/28_Defeasance/89_0%/3
71	Loan		CGM	Ivanhoe MHP	0	0	Lockout/27_Defeasance/30_0%/3
72	Loan		CGM	Foot Locker - Brooklyn, NY	0	0	Lockout/29_Defeasance/27_0%/4
73	Loan		CGM	Gateway Plaza II	0	0	Lockout/28_Defeasance/89_0%/3
74	Loan		CGM	Oakhurst MHP	0	0	Lockout/28_Defeasance/89_0%/3

A-11/12

GSMS 2011-GC5 Annex A

					Third	Third	Second	Second
Control	Loan /		Mortgage		Most Recent	Most Recent	Most Recent	Most Recent	Most Recent	Most Recent	Underwritten	Underwritten	Underwritten Net
Number	Property Flag	Footnotes	Loan Seller	Property Name	NOI ($)	NOI Date	NOI ($)	NOI Date	NOI (if past 2010) ($)	NOI Date (if past 2010)	EGI ($)	Expenses ($)	Operating Income ($)
1	Loan	7	GSMC	Park Place Mall	18,966,167	12/31/2009	19,057,282	12/31/2010	19,092,645	7/31/2011	25,065,397	6,236,736	18,828,662
2	Loan	8	CGM	1551 Broadway	12,802,678	12/31/2009	15,399,914	12/31/2010	N/A	NAV	19,928,318	2,102,965	17,825,353
3	Loan	9	GSMC	Copper Beech Portfolio	N/A	N/A	9,681,838	12/31/2010	10,962,551	6/30/2011	17,562,065	5,076,772	12,485,293
3.01	Property			CBTC 28 Harrisonburg	4,107,196	12/31/2009	5,228,062	12/31/2010	5,564,381	6/30/2011	6,858,179	1,656,345	5,201,834
3.02	Property			CBTC 26 Morgantown	1,537,831	12/31/2009	3,472,420	12/31/2010	3,888,049	6/30/2011	5,053,491	1,530,927	3,522,564
3.03	Property	9		CBTC 29 San Marcos	N/A	N/A	728,931	12/31/2010	1,284,553	6/30/2011	5,171,724	1,656,986	3,514,738
3.04	Property			CBTC 3 IUP	215,091	12/31/2009	252,425	12/31/2010	225,568	6/30/2011	478,671	232,513	246,157
4	Loan	10, 11, 12	GSMC	Hyatt Regency Boston	9,438,191	12/31/2009	11,219,221	12/31/2010	11,696,130	7/31/2011	37,145,743	24,660,950	12,484,793
5	Loan	13, 14	GSMC	Parkdale Mall & Crossing	11,876,818	12/31/2009	12,107,164	12/31/2010	12,275,446	6/30/2011	17,716,051	6,157,969	11,558,082
6	Loan	15	CGM	Shoppes at Chino Hills	N/A	N/A	7,872,894	12/31/2010	7,671,467	6/30/2011	10,812,971	3,658,321	7,154,649
7	Loan		GSMC	Museum Square	10,094,327	12/31/2009	9,462,891	12/31/2010	9,764,736	6/30/2011	17,365,270	6,235,005	11,130,265
8	Loan	16	GSMC	Cole Portfolio	N/A	N/A	N/A	N/A	N/A	NAV	7,916,524	1,672,919	6,243,605
8.01	Property			Volusia Square	2,015,870	12/31/2009	N/A	N/A	N/A	NAV	3,118,664	833,711	2,284,954
8.02	Property			Shoppes at Port Arthur	569,156	12/31/2009	N/A	N/A	N/A	NAV	1,675,770	476,928	1,198,842
8.03	Property			CVS - Jacksonville	N/A	N/A	N/A	N/A	N/A	NAV	473,912	11,334	462,578
8.04	Property			CVS - Lawrence	N/A	N/A	N/A	N/A	N/A	NAV	382,488	8,155	374,333
8.05	Property			CVS (Ground) - Dover	N/A	N/A	N/A	N/A	N/A	NAV	268,125	6,182	261,944
8.06	Property			On the Border - Mesa	N/A	N/A	N/A	N/A	N/A	NAV	240,095	4,938	235,157
8.07	Property			On the Border - Peoria	N/A	N/A	N/A	N/A	N/A	NAV	210,724	4,355	206,369
8.08	Property			Chili's	N/A	N/A	N/A	N/A	N/A	NAV	267,177	81,982	185,195
8.09	Property			On the Border - Kansas City	N/A	N/A	N/A	N/A	N/A	NAV	207,698	4,286	203,412
8.10	Property			Ulta	N/A	N/A	N/A	N/A	N/A	NAV	222,550	134,211	88,339
8.11	Property			Tractor Supply - Nixa	N/A	N/A	N/A	N/A	N/A	NAV	175,500	3,684	171,816
8.12	Property			Tractor Supply - Hamilton	N/A	N/A	N/A	N/A	N/A	NAV	128,571	2,696	125,875
8.13	Property			Macaroni Grill	N/A	N/A	N/A	N/A	N/A	NAV	198,850	90,020	108,830
8.14	Property			O'Reilly Auto Parts - San Antonio	N/A	N/A	N/A	N/A	N/A	NAV	101,529	2,805	98,724
8.15	Property			O'Reilly Auto Parts - Christiansburg	N/A	N/A	N/A	N/A	N/A	NAV	90,594	2,601	87,993
8.16	Property			O'Reilly Auto Parts - Houston	N/A	N/A	N/A	N/A	N/A	NAV	81,398	2,627	78,771
8.17	Property			O'Reilly Auto Parts - Highlands	N/A	N/A	N/A	N/A	N/A	NAV	72,879	2,406	70,474
9	Loan	11	GSMC	Ashland Town Center	4,512,160	12/31/2009	4,789,478	12/31/2010	5,329,036	6/30/2011	7,732,541	2,687,934	5,044,608
10	Loan	17, 18, 19, 20, 21	GSMC	AppleTree Business Park	4,641,240	12/31/2009	4,878,543	12/31/2010	4,843,117	6/30/2011	7,291,471	2,632,122	4,659,349
11	Loan	22, 23	GSMC	Lake Buena Vista Factory Stores Phase I	3,582,356	12/31/2009	3,713,540	12/31/2010	4,084,798	6/30/2011	5,985,654	1,888,716	4,096,938
12	Loan	22	GSMC	Lake Buena Vista Factory Stores Phase II	1,016,066	12/31/2009	1,038,075	12/31/2010	1,058,977	6/30/2011	1,530,771	573,908	956,863
13	Loan	24, 25	GSMC	Champlain Centre	5,476,387	12/31/2009	5,488,377	12/31/2010	5,001,869	6/30/2011	8,689,032	3,745,655	4,943,377
14	Loan		CGM	Prentiss Creek Apartments	3,477,178	12/31/2009	3,524,119	12/31/2010	3,593,485	2/28/2011	6,914,501	3,277,833	3,636,668
15	Loan	26, 27, 28	CGM	Red Lion Hotel - Seattle, WA	4,945,816	12/31/2009	4,813,870	12/31/2010	5,037,112	4/30/2011	14,582,759	10,505,955	4,076,804
16	Loan	11, 29	GSMC	Courtyard and Residence Inn - Franklin	1,712,419	12/31/2009	3,636,741	12/31/2010	3,974,011	6/30/2011	9,096,070	5,097,783	3,998,287
16.01	Property			Courtyard by Marriott	1,443,534	12/31/2009	1,908,986	12/31/2010	2,070,733	6/30/2011	4,778,125	2,640,645	2,137,480
16.02	Property			Residence Inn	268,885	12/31/2009	1,727,755	12/31/2010	1,903,278	6/30/2011	4,317,945	2,457,138	1,860,807
17	Loan	30	GSMC	Rivercrest Realty Portfolio 2	2,425,948	12/31/2009	2,385,532	12/31/2010	2,538,572	4/30/2011	4,124,709	948,918	3,175,791
17.01	Property	31		Northpointe Commons	514,608	12/31/2009	609,588	12/31/2010	718,839	4/30/2011	1,111,596	339,444	772,152
17.02	Property	31		Highlands Square	822,792	12/31/2009	777,466	12/31/2010	772,683	4/30/2011	1,066,363	214,783	851,581
17.03	Property	30		Ridgeview Plaza	633,516	12/31/2009	609,572	12/31/2010	616,602	4/30/2011	1,048,815	206,145	842,671
17.04	Property	30		East River Plaza	455,032	12/31/2009	388,906	12/31/2010	430,448	4/30/2011	897,935	188,547	709,388
18	Loan	32	CGM	250 Mercer Street	2,179,138	12/31/2009	2,006,249	12/31/2010	N/A	NAV	3,440,658	1,090,342	2,350,316
19	Loan	33	CGM	1117 Perimeter Center West	3,068,727	12/31/2009	2,752,436	12/31/2010	2,533,617	4/30/2011	6,187,396	3,415,957	2,771,439
20	Loan		CGM	Lehigh Valley Portfolio - Group 4	3,209,192	12/31/2009	3,185,604	12/31/2010	N/A	NAV	4,680,740	2,059,552	2,621,188
20.01	Property			57 South Commerce Way	265,713	12/31/2009	327,835	12/31/2010	N/A	NAV	551,228	260,694	290,534
20.02	Property			754 Roble Road	281,380	12/31/2009	284,275	12/31/2010	N/A	NAV	331,452	170,235	161,217
20.03	Property			2202 Hangar Place	294,683	12/31/2009	287,359	12/31/2010	N/A	NAV	455,979	180,025	275,954
20.04	Property			944 Marcon Boulevard	220,012	12/31/2009	205,786	12/31/2010	N/A	NAV	435,788	156,595	279,193
20.05	Property			2196 Avenue C	255,385	12/31/2009	264,795	12/31/2010	N/A	NAV	387,382	130,813	256,568
20.06	Property			7355 William Avenue	289,619	12/31/2009	292,533	12/31/2010	N/A	NAV	396,821	131,849	264,972
20.07	Property			974 Marcon Boulevard	212,177	12/31/2009	228,711	12/31/2010	N/A	NAV	218,907	147,993	70,914
20.08	Property			964 Marcon Boulevard	266,785	12/31/2009	233,781	12/31/2010	N/A	NAV	328,988	156,514	172,474
20.09	Property			954 Marcon Boulevard	187,245	12/31/2009	194,768	12/31/2010	N/A	NAV	356,061	154,779	201,281
20.10	Property			2201 Hangar Place	202,459	12/31/2009	196,088	12/31/2010	N/A	NAV	278,373	167,796	110,576
20.11	Property	34		7277 William Avenue	225,072	12/31/2009	171,205	12/31/2010	N/A	NAV	331,957	122,100	209,857
20.12	Property			2041 Avenue C	159,977	12/31/2009	152,791	12/31/2010	N/A	NAV	185,049	129,065	55,984
20.13	Property			7562 Penn Drive	191,312	12/31/2009	182,796	12/31/2010	N/A	NAV	195,848	92,487	103,361
20.14	Property			764 Roble Road	157,373	12/31/2009	162,881	12/31/2010	N/A	NAV	226,909	58,606	168,303
21	Loan		CGM	Harrison Executive Park	2,581,890	12/31/2009	2,618,687	12/31/2010	N/A	NAV	4,196,644	1,996,050	2,200,593
22	Loan		GSMC	Oaks Apartments	1,769,357	12/31/2009	1,928,624	12/31/2010	2,040,319	6/30/2011	2,609,801	797,159	1,812,642
23	Loan		GSMC	White Marlin Mall	1,935,205	12/31/2009	2,105,179	12/31/2010	2,140,332	6/30/2011	2,836,100	768,857	2,067,244
24	Loan		CGM	Lehigh Valley Portfolio - Group 2	2,009,234	12/31/2009	1,978,627	12/31/2010	N/A	NAV	3,354,552	1,363,667	1,990,885
24.01	Property			3701 Corporate Parkway	755,262	12/31/2009	883,411	12/31/2010	N/A	NAV	1,564,285	630,604	933,681
24.02	Property			3773 Corporate Parkway	1,253,972	12/31/2009	1,095,216	12/31/2010	N/A	NAV	1,790,268	733,064	1,057,204
25	Loan	35	GSMC	Arbor Park Shopping Center	1,643,044	12/31/2009	1,669,855	12/31/2010	1,649,865	5/31/2011	2,413,029	801,913	1,611,116
26	Loan		CGM	Trinity Square Crossed Portfolio	N/A	N/A	N/A	N/A	N/A	NAV	2,542,019	910,422	1,631,597
26.01	Property			Trinity Square Retail Center	N/A	N/A	N/A	N/A	N/A	NAV	724,127	136,370	587,756
26.02	Property			MeadWestVaco - Kettering, OH	N/A	N/A	N/A	N/A	N/A	NAV	810,630	440,779	369,850
26.03	Property			Stonegate Corner - Medina, OH	N/A	N/A	N/A	N/A	N/A	NAV	229,504	64,863	164,641
26.04	Property			Aspen Dental and AT&T - Monroe, MI	N/A	N/A	N/A	N/A	N/A	NAV	203,318	63,942	139,376
26.05	Property			Advance Auto Parts - Berea, OH	N/A	N/A	N/A	N/A	N/A	NAV	195,116	69,608	125,507
26.06	Property			Advance Auto Parts - Sandusky, MI	N/A	N/A	N/A	N/A	N/A	NAV	147,263	56,303	90,960
26.07	Property			Advance Auto Parts - Columbus, OH	N/A	N/A	N/A	N/A	N/A	NAV	144,621	57,633	86,988
26.08	Property			Aspen Dental and AT&T - New Philadelphia, OH	N/A	N/A	N/A	N/A	N/A	NAV	87,442	20,923	66,519
27	Loan	11, 36	GSMC	Hilton Suites Lexington Green	1,799,900	12/31/2009	2,508,746	12/31/2010	2,377,676	6/30/2011	6,559,633	4,655,989	1,903,643
28	Loan		CGM	The Hills	1,550,373	12/31/2009	1,750,107	12/31/2010	N/A	NAV	2,842,583	739,985	2,102,599
29	Loan	37	GSMC	Houston Design Center	2,134,755	12/31/2009	2,107,661	12/31/2010	2,052,140	6/30/2011	3,669,481	1,542,709	2,126,771
30	Loan		CGM	ARC Portfolio III	N/A	N/A	N/A	N/A	N/A	NAV	2,601,346	637,431	1,963,915
30.01	Property			FedEx Ground - Saline, MI	N/A	N/A	N/A	N/A	N/A	NAV	1,021,165	355,605	665,560
30.02	Property			CVS - Stony Point, NY	N/A	N/A	N/A	N/A	N/A	NAV	461,839	70,991	390,848
30.03	Property			CVS - Charlotte, MI	N/A	N/A	N/A	N/A	N/A	NAV	423,608	67,322	356,285
30.04	Property			Provident Bank - Stony Point, NY	N/A	N/A	N/A	N/A	N/A	NAV	227,903	50,392	177,512
30.05	Property			Tractor Supply Company - Demopolis, AL	N/A	N/A	N/A	N/A	N/A	NAV	228,614	39,393	189,221
30.06	Property			Tractor Supply Company - New Boston, TX	N/A	N/A	N/A	N/A	N/A	NAV	238,217	53,728	184,489
31	Loan		CGM	Loyal Plaza	2,180,693	12/31/2009	2,204,158	12/31/2010	N/A	NAV	2,785,718	718,792	2,066,926
32	Loan		CGM	ATD	1,885,379	12/31/2009	1,865,897	12/31/2010	N/A	NAV	2,355,875	615,641	1,740,234
33	Loan	11, 38	GSMC	Holiday Inn Express Anchorage	1,663,478	12/31/2009	1,818,927	12/31/2010	1,869,731	6/30/2011	4,739,555	2,910,091	1,829,464
34	Loan		CGM	Midland Apartment Portfolio	1,463,297	12/31/2009	1,688,730	12/31/2010	1,698,897	2/28/2011	3,495,948	1,826,421	1,669,527
34.01	Property			Mulberry Lane Apartments	814,508	12/31/2009	924,723	12/31/2010	907,179	2/28/2011	2,047,285	1,110,459	936,825
34.02	Property			Robin Oaks Apartments	425,950	12/31/2009	524,150	12/31/2010	535,246	2/28/2011	1,009,257	515,537	493,720
34.03	Property			Perrine Pointe Apartments	222,839	12/31/2009	239,857	12/31/2010	256,471	2/28/2011	439,406	200,426	238,981
35	Loan	11, 39	GSMC	Courtyard and Residence Inn - Southaven	1,389,110	12/31/2009	1,655,392	12/31/2010	1,612,719	6/30/2011	4,880,999	3,163,358	1,717,641
35.01	Property			Residence Inn	907,941	12/31/2009	926,494	12/31/2010	884,538	6/30/2011	2,542,515	1,616,503	926,012
35.02	Property			Courtyard by Marriott	481,169	12/31/2009	728,898	12/31/2010	728,181	6/30/2011	2,338,484	1,546,855	791,629
36	Loan	40, 41, 42	CGM	All Saints Retail Condo	N/A	N/A	N/A	N/A	N/A	NAV	1,913,775	216,185	1,697,590
37	Loan	11, 43, 44	GSMC	Southpark Office Building	1,312,173	12/31/2009	2,006,845	12/31/2010	N/A	NAV	2,826,300	927,415	1,898,885
38	Loan	45	GSMC	Albuquerque Hilton Garden Inn	1,256,314	12/31/2009	1,670,965	12/31/2010	1,710,099	6/30/2011	4,424,605	2,731,160	1,693,445
39	Loan		CGM	Park Point Syracuse University	N/A	N/A	N/A	N/A	1,444,568	2/28/2011	2,232,193	1,044,492	1,187,701
40	Loan	46	GSMC	Branhaven Plaza	1,681,394	12/31/2009	1,620,366	12/31/2010	1,657,138	6/30/2011	2,099,846	709,124	1,390,722
41	Loan		GSMC	Plaza at Cottonwood	1,403,756	12/31/2009	1,427,365	12/31/2010	1,423,546	6/30/2011	1,712,535	398,887	1,313,648
42	Loan		GSMC	ARCT Wal-Mart & Sam's Portfolio	N/A	N/A	N/A	N/A	N/A	NAV	1,666,156	41,640	1,624,515
42.01	Property			Wal-Mart Supercenter	N/A	N/A	N/A	N/A	N/A	NAV	858,069	22,311	835,757
42.02	Property			Sam's Club	N/A	N/A	N/A	N/A	N/A	NAV	808,087	19,329	788,758
43	Loan		CGM	Merritt 8	1,399,887	12/31/2009	1,080,423	12/31/2010	1,049,195	3/31/2011	3,170,288	1,843,141	1,327,147
44	Loan	11, 47	GSMC	Embassy Suites - Tempe	2,092,128	12/31/2009	1,456,124	12/31/2010	1,519,351	6/30/2011	6,555,474	5,028,618	1,526,856
45	Loan		CGM	848 Brickell Plaza	1,868,816	10/31/2009 (FYE)	1,978,573	10/31/2010 (FYE)	N/A	NAV	2,989,871	1,276,061	1,713,809
46	Loan	48	GSMC	Alhambra Renaissance Center	1,815,531	12/31/2009	1,748,335	12/31/2010	1,842,658	4/30/2011	2,269,313	623,865	1,645,448
47	Loan		CGM	Consumer Square West	1,790,044	12/31/2009	1,770,181	12/31/2010	1,727,298	4/30/2011	2,400,345	1,066,021	1,334,324
48	Loan		CGM	Cornell 55	673,421	12/31/2009	848,757	12/31/2010	N/A	NAV	1,380,338	439,297	941,042
49	Loan		CGM	Whole Foods Charlottesville	N/A	N/A	N/A	N/A	N/A	NAV	1,578,810	723,649	855,161
50	Loan		CGM	Richmond Office Portfolio	1,009,013	12/31/2009	1,059,397	12/31/2010	N/A	NAV	2,141,645	926,591	1,215,054
50.01	Property			One Holland Place	593,195	12/31/2009	659,814	12/31/2010	N/A	NAV	1,231,322	499,414	731,908
50.02	Property			Vistas I & II	415,818	12/31/2009	399,583	12/31/2010	N/A	NAV	910,323	427,177	483,146
51	Loan		CGM	One Crescent Place MHC	467,042	12/31/2009	1,081,495	12/31/2010	N/A	NAV	1,359,447	282,095	1,077,352
52	Loan		CGM	Pacific Village Center	1,016,153	12/31/2009	983,709	12/31/2010	969,286	2/28/2011	1,230,941	242,938	988,003
53	Loan		CGM	Pelham Towne Center	580,032	12/31/2009	755,600	12/31/2010	757,881	3/31/2011	1,169,306	259,862	909,444
54	Loan	11, 49	GSMC	Hampton Inn - Colorado Springs South	909,729	12/31/2009	1,024,606	12/31/2010	1,016,391	6/30/2011	2,835,856	1,797,517	1,038,339
55	Loan		CGM	SST - Racetrack & Bonanza Self Storage	851,420	12/31/2009	771,574	12/31/2010	771,196	2/28/2011	1,212,409	495,520	716,889
55.01	Property			Racetrack Self Storage	432,197	12/31/2009	412,954	12/31/2010	409,194	2/28/2011	577,378	225,726	351,653
55.02	Property			Bonanza Self Storage	419,222	12/31/2009	358,620	12/31/2010	362,002	2/28/2011	635,030	269,794	365,237
56	Loan		CGM	Copper Mill Apartments	795,471	12/31/2009	867,396	12/31/2010	894,917	2/28/2011	2,301,420	1,395,831	905,590
57	Loan		CGM	Sierra Forest Apartments	N/A	N/A	N/A	N/A	1,083,906	3/31/2011	1,706,642	760,346	946,295
58	Loan		CGM	Sherman Oaks Plaza	N/A	N/A	598,597	12/31/2010	638,916	4/30/2011	1,252,656	542,930	709,725
59	Loan		CGM	Cumberland Apartments	628,441	12/31/2009	737,122	12/31/2010	737,709	2/28/2011	1,699,398	984,835	714,563
60	Loan		CGM	Crestmont Apartments	721,679	12/31/2009	800,039	12/31/2010	840,603	2/28/2011	1,792,793	953,176	839,617
61	Loan		CGM	Smith & American MHP Portfolio	738,981	12/31/2009	765,895	12/31/2010	791,885	3/31/2011	1,613,790	721,083	892,707
62	Loan		CGM	Bingham Station	N/A	N/A	N/A	N/A	624,248	6/30/2011	684,336	89,449	594,886
63	Loan		CGM	Heritage Trace Apartments	543,145	12/31/2009	724,220	12/31/2010	695,117	2/28/2011	1,728,900	988,185	740,715
64	Loan		CGM	Riviera Shopping Center	820,629	12/31/2009	739,950	12/31/2010	N/A	NAV	851,304	192,838	658,466
65	Loan		CGM	Winterhaven Square	527,373	12/31/2009	530,435	12/31/2010	532,909	3/31/2011	724,710	209,670	515,040
66	Loan		CGM	Shoppes at Stonebrook	739,998	12/31/2009	718,087	12/31/2010	731,712	3/31/2011	833,172	182,476	650,696
67	Loan		CGM	Holiday Park	515,695	12/31/2009	538,311	12/31/2010	525,317	7/31/2011	819,696	323,197	496,499
68	Loan		CGM	Lake Zurich	439,331	12/31/2009	430,667	12/31/2010	439,730	3/31/2011	744,900	323,234	421,666
69	Loan		CGM	Elm Grove Apartments	458,521	12/31/2009	380,204	5/31/2010 (annualized 5 mo.)	510,161	3/31/2011	1,140,664	716,535	424,129
70	Loan		CGM	The Ridge MHP & Eastwood Hills	314,859	12/31/2009	326,413	12/31/2010	329,892	3/31/2011	562,725	229,452	333,273
71	Loan		CGM	Ivanhoe MHP	478,384	12/31/2009	469,475	12/31/2010	598,594	3/31/2011	819,020	393,298	425,722
72	Loan		CGM	Foot Locker - Brooklyn, NY	N/A	N/A	N/A	N/A	N/A	NAV	419,999	76,140	343,859
73	Loan		CGM	Gateway Plaza II	N/A	N/A	394,274	12/31/2010	N/A	NAV	638,371	206,177	432,194
74	Loan		CGM	Oakhurst MHP	323,230	3/31/2009 (Trailing-12)	247,702	3/31/2010 (Trailing-12)	234,136	3/31/2011	432,240	195,031	237,209

A-13/14

GSMS 2011-GC5 Annex A

					Debt Yield on	Underwritten				Debt Yield on
Control	Loan /		Mortgage		Underwritten Net	Replacement /	Underwritten	Underwritten Net	Underwritten NCF	Underwritten
Number	Property Flag	Footnotes	Loan Seller	Property Name	Operating Income (%)	FF&E Reserve ($)	TI / LC ($)	Cash Flow ($)	DSCR (x) (4)	Net Cash Flow (%)	Appraised Value ($)	Appraisal Date
1	Loan	7	GSMC	Park Place Mall	9.5%	157,850	427,495	18,243,317	1.39	9.2%	313,000,000	3/4/2011
2	Loan	8	CGM	1551 Broadway	9.9%	8,021	0	17,817,332	1.91	9.9%	360,000,000	6/1/2011
3	Loan	9	GSMC	Copper Beech Portfolio	10.4%	457,661	0	12,027,632	1.48	10.1%	175,000,000
3.01	Property			CBTC 28 Harrisonburg		182,700	0	5,019,134			75,700,000	5/4/2011
3.02	Property			CBTC 26 Morgantown		138,000	0	3,384,564			49,100,000	5/2/2011
3.03	Property	9		CBTC 29 San Marcos		125,861	0	3,388,877			46,800,000	8/28/2011
3.04	Property			CBTC 3 IUP		11,100	0	235,057			3,400,000	5/2/2011
4	Loan	10, 11, 12	GSMC	Hyatt Regency Boston	13.2%	1,857,287	0	10,627,505	1.73	11.2%	151,000,000	6/3/2011
5	Loan	13, 14	GSMC	Parkdale Mall & Crossing	12.3%	358,145	639,922	10,560,015	1.46	11.2%	149,000,000	1/12/2011
6	Loan	15	CGM	Shoppes at Chino Hills	11.8%	56,878	391,379	6,706,392	1.67	11.0%	111,500,000	4/20/2011
7	Loan		GSMC	Museum Square	19.1%	192,278	465,582	10,472,404	3.59	17.9%	144,500,000	4/29/2011
8	Loan	16	GSMC	Cole Portfolio	13.4%	72,509	210,383	5,960,713	2.13	12.8%	86,675,000
8.01	Property			Volusia Square		34,799	111,426	2,138,729			30,750,000	3/11/2011
8.02	Property			Shoppes at Port Arthur		14,382	44,404	1,140,057			15,000,000	3/11/2011
8.03	Property			CVS - Jacksonville		1,981	1,609	458,988			6,900,000	3/11/2011
8.04	Property			CVS - Lawrence		1,935	1,572	370,826			5,400,000	3/12/2011
8.05	Property			CVS (Ground) - Dover		0	1,612	260,332			3,800,000	3/8/2011
8.06	Property			On the Border - Mesa		988	2,964	231,205			3,350,000	3/15/2011
8.07	Property			On the Border - Peoria		976	2,928	202,465			2,900,000	3/14/2011
8.08	Property			Chili's		907	2,721	181,567			2,800,000	3/15/2011
8.09	Property			On the Border - Kansas City		1,014	3,042	199,356			2,700,000	3/11/2011
8.10	Property			Ulta		1,499	4,496	82,345			2,700,000	3/14/2011
8.11	Property			Tractor Supply - Nixa		2,877	8,631	160,308			2,500,000	3/2/2011
8.12	Property			Tractor Supply - Hamilton		6,105	18,315	101,455			1,730,000	3/8/2011
8.13	Property			Macaroni Grill		1,027	3,081	104,721			1,700,000	3/15/2011
8.14	Property			O'Reilly Auto Parts - San Antonio		1,020	909	96,795			1,305,000	3/10/2011
8.15	Property			O'Reilly Auto Parts - Christiansburg		1,080	963	85,951			1,200,000	3/14/2011
8.16	Property			O'Reilly Auto Parts - Houston		1,020	909	76,842			1,040,000	3/13/2011
8.17	Property			O'Reilly Auto Parts - Highlands		900	802	68,771			900,000	3/13/2011
9	Loan	11	GSMC	Ashland Town Center	12.0%	95,509	239,526	4,709,573	1.76	11.2%	66,000,000	4/6/2011
10	Loan	17, 18, 19, 20, 21	GSMC	AppleTree Business Park	12.3%	167,607	529,794	3,961,948	1.50	10.5%	58,300,000	5/3/2011
11	Loan	22, 23	GSMC	Lake Buena Vista Factory Stores Phase I	14.3%	88,660	170,457	3,837,822	1.81	13.4%	40,000,000	1/23/2011
12	Loan	22	GSMC	Lake Buena Vista Factory Stores Phase II	14.3%	10,842	51,499	894,522	1.81	13.4%	11,500,000	1/23/2011
13	Loan	24, 25	GSMC	Champlain Centre	14.2%	134,634	314,666	4,494,076	1.94	12.9%	61,000,000	4/13/2011
14	Loan		CGM	Prentiss Creek Apartments	10.6%	210,000	0	3,426,668	1.43	10.0%	51,200,000	3/4/2011
15	Loan	26, 27, 28	CGM	Red Lion Hotel - Seattle, WA	12.8%	583,310	0	3,493,494	1.63	11.0%	71,200,000	5/24/2011
16	Loan	11, 29	GSMC	Courtyard and Residence Inn - Franklin	12.8%	363,843	0	3,634,444	1.57	11.6%	41,700,000
16.01	Property			Courtyard by Marriott		191,125	0	1,946,355			22,000,000	4/5/2011
16.02	Property			Residence Inn		172,718	0	1,688,089			19,700,000	4/5/2011
17	Loan	30	GSMC	Rivercrest Realty Portfolio 2	11.8%	106,712	193,836	2,875,243	1.51	10.7%	35,860,000
17.01	Property	31		Northpointe Commons		29,390	52,092	690,670			9,750,000	6/2/2011
17.02	Property	31		Highlands Square		25,813	46,820	778,948			9,150,000	6/2/2011
17.03	Property	30		Ridgeview Plaza		29,081	53,229	760,361			8,580,000	8/1/2011
17.04	Property	30		East River Plaza		22,428	41,695	645,264			8,380,000	8/1/2011
18	Loan	32	CGM	250 Mercer Street	9.1%	4,849	39,916	2,305,551	1.33	8.9%	40,000,000	6/1/2011
19	Loan	33	CGM	1117 Perimeter Center West	11.1%	78,284	410,054	2,283,100	1.36	9.1%	33,550,000	5/18/2011
20	Loan		CGM	Lehigh Valley Portfolio - Group 4	11.3%	89,125	167,922	2,364,140	1.56	10.2%	33,850,000
20.01	Property			57 South Commerce Way		21,392	24,339	244,803			4,125,000	3/3/2011
20.02	Property			754 Roble Road		12,636	5,685	142,896			2,750,000	2/22/2011
20.03	Property			2202 Hangar Place		15,294	16,716	243,944			2,700,000	3/1/2011
20.04	Property			944 Marcon Boulevard		3,456	17,691	258,045			2,600,000	2/22/2011
20.05	Property			2196 Avenue C		1,557	30,700	224,311			2,600,000	3/1/2011
20.06	Property			7355 William Avenue		2,171	21,421	241,380			2,500,000	3/3/2011
20.07	Property			974 Marcon Boulevard		3,528	7,641	59,745			2,375,000	2/22/2011
20.08	Property			964 Marcon Boulevard		3,528	10,341	158,605			2,350,000	2/22/2011
20.09	Property			954 Marcon Boulevard		2,713	0	198,569			2,300,000	2/22/2011
20.10	Property			2201 Hangar Place		12,029	5,235	93,313			2,125,000	3/1/2011
20.11	Property	34		7277 William Avenue		2,052	16,906	190,899			2,050,000	3/3/2011
20.12	Property			2041 Avenue C		1,520	4,660	49,804			1,875,000	3/1/2011
20.13	Property			7562 Penn Drive		1,348	1,266	100,747			1,850,000	3/3/2011
20.14	Property			764 Roble Road		5,902	5,322	157,079			1,650,000	2/22/2011
21	Loan		CGM	Harrison Executive Park	10.8%	48,470	200,438	1,951,685	1.44	9.6%	32,500,000	3/28/2011
22	Loan		GSMC	Oaks Apartments	9.5%	103,320	0	1,709,322	1.30	8.9%	25,640,000	3/16/2011
23	Loan		GSMC	White Marlin Mall	10.9%	45,309	142,705	1,879,230	1.45	9.9%	26,200,000	3/27/2011
24	Loan		CGM	Lehigh Valley Portfolio - Group 2	11.7%	18,620	117,465	1,854,800	1.66	10.9%	24,100,000
24.01	Property			3701 Corporate Parkway		3,000	61,912	868,769			12,900,000	2/22/2011
24.02	Property			3773 Corporate Parkway		15,620	55,552	986,032			11,200,000	2/22/2011
25	Loan	35	GSMC	Arbor Park Shopping Center	9.6%	24,419	124,558	1,462,139	1.40	8.7%	22,500,000	4/4/2011
26	Loan		CGM	Trinity Square Crossed Portfolio	10.2%	27,884	104,086	1,499,627	1.27	9.3%	24,035,000
26.01	Property			Trinity Square Retail Center		3,977	24,659	559,120			8,000,000	12/3/2010
26.02	Property			MeadWestVaco - Kettering, OH		15,012	56,973	297,865			6,050,000	3/16/2011
26.03	Property			Stonegate Corner - Medina, OH		2,535	7,073	155,033			2,275,000	3/14/2011
26.04	Property			Aspen Dental and AT&T - Monroe, MI		1,139	6,113	132,124			1,985,000	4/4/2011
26.05	Property			Advance Auto Parts - Berea, OH		919	1,378	123,211			1,900,000	3/15/2011
26.06	Property			Advance Auto Parts - Sandusky, MI		1,652	1,635	87,673			1,375,000	3/15/2011
26.07	Property			Advance Auto Parts - Columbus, OH		1,153	1,610	84,225			1,375,000	3/14/2011
26.08	Property			Aspen Dental and AT&T - New Philadelphia, OH		1,497	4,646	60,376			1,075,000	3/14/2011
27	Loan	11, 36	GSMC	Hilton Suites Lexington Green	12.1%	262,385	0	1,641,258	1.59	10.5%	21,000,000	4/6/2011
28	Loan		CGM	The Hills	13.7%	103,647	266,687	1,732,265	1.56	11.2%	22,450,000	1/13/2011
29	Loan	37	GSMC	Houston Design Center	14.3%	61,932	241,763	1,823,076	1.63	12.2%	23,600,000	3/21/2011
30	Loan		CGM	ARC Portfolio III	13.3%	34,676	46,520	1,882,719	2.92	12.7%	28,300,000
30.01	Property			FedEx Ground - Saline, MI		21,022	26,277	618,261			9,300,000	3/24/2011
30.02	Property			CVS - Stony Point, NY		2,580	0	388,268			5,800,000	3/9/2011
30.03	Property			CVS - Charlotte, MI		2,645	0	353,640			5,450,000	3/8/2011
30.04	Property			Provident Bank - Stony Point, NY		790	0	176,722			2,600,000	3/9/2011
30.05	Property			Tractor Supply Company - Demopolis, AL		3,819	10,121	175,280			2,600,000	3/1/2011
30.06	Property			Tractor Supply Company - New Boston, TX		3,819	10,121	170,548			2,550,000	3/1/2011
31	Loan		CGM	Loyal Plaza	14.0%	67,580	95,290	1,904,056	2.00	12.9%	27,800,000	4/15/2011
32	Loan		CGM	ATD	12.6%	16,009	0	1,724,225	2.21	12.5%	27,300,000	2/7/2011
33	Loan	11, 38	GSMC	Holiday Inn Express Anchorage	13.4%	189,582	0	1,639,882	1.53	12.0%	20,000,000	5/27/2011
34	Loan		CGM	Midland Apartment Portfolio	12.4%	163,846	0	1,505,681	1.31	11.1%	19,750,000
34.01	Property			Mulberry Lane Apartments		96,096	0	840,729			11,500,000	3/25/2011
34.02	Property			Robin Oaks Apartments		44,748	0	448,972			5,600,000	3/25/2011
34.03	Property			Perrine Pointe Apartments		23,002	0	215,979			2,650,000	3/25/2011
35	Loan	11, 39	GSMC	Courtyard and Residence Inn - Southaven	12.8%	195,240	0	1,522,400	1.53	11.3%	18,900,000
35.01	Property			Residence Inn		101,701	0	824,311			10,100,000	3/8/2011
35.02	Property			Courtyard by Marriott		93,539	0	698,089			8,800,000	3/8/2011
36	Loan	40, 41, 42	CGM	All Saints Retail Condo	12.8%	1,209	105,658	1,590,723	2.29	12.0%	34,400,000	7/1/2011
37	Loan	11, 43, 44	GSMC	Southpark Office Building	14.6%	18,347	63,096	1,817,441	2.58	14.0%	24,700,000	3/23/2011
38	Loan	45	GSMC	Albuquerque Hilton Garden Inn	13.5%	176,984	0	1,516,461	1.74	12.1%	18,500,000	4/8/2011
39	Loan		CGM	Park Point Syracuse University	9.7%	33,900	0	1,153,800	1.39	9.5%	19,910,000	3/1/2011
40	Loan	46	GSMC	Branhaven Plaza	11.6%	38,148	125,422	1,227,152	1.54	10.3%	19,200,000	4/13/2011
41	Loan		GSMC	Plaza at Cottonwood	11.0%	34,572	74,292	1,204,784	1.40	10.1%	15,820,000	3/1/2011
42	Loan		GSMC	ARCT Wal-Mart & Sam's Portfolio	14.1%	27,482	68,483	1,528,551	3.13	13.3%	25,500,000
42.01	Property			Wal-Mart Supercenter		27,482	46,665	761,611			12,900,000	3/11/2011
42.02	Property			Sam's Club		0	21,818	766,940			12,600,000	3/9/2011
43	Loan		CGM	Merritt 8	11.8%	33,823	169,115	1,124,209	1.49	10.0%	17,500,000	5/1/2011
44	Loan	11, 47	GSMC	Embassy Suites - Tempe	13.9%	262,219	0	1,264,637	1.78	11.5%	19,500,000	4/1/2011
45	Loan		CGM	848 Brickell Plaza	16.0%	28,242	147,431	1,538,136	2.78	14.4%	22,000,000	11/10/2010
46	Loan	48	GSMC	Alhambra Renaissance Center	15.8%	11,538	43,844	1,590,066	2.06	15.2%	25,400,000	2/2/2011
47	Loan		CGM	Consumer Square West	13.3%	43,641	119,371	1,171,312	1.75	11.7%	13,600,000	6/28/2011
48	Loan		CGM	Cornell 55	10.0%	27,028	19,527	894,487	1.33	9.5%	14,800,000	12/15/2010
49	Loan		CGM	Whole Foods Charlottesville	9.2%	4,375	0	850,786	1.32	9.1%	12,500,000	4/8/2011
50	Loan		CGM	Richmond Office Portfolio	13.1%	48,180	211,976	954,897	1.37	10.3%	13,400,000
50.01	Property			One Holland Place		21,068	136,235	574,605			8,000,000	1/5/2011
50.02	Property			Vistas I & II		27,112	75,741	380,293			5,400,000	3/15/2011
51	Loan		CGM	One Crescent Place MHC	11.7%	15,950	0	1,061,402	1.53	11.5%	13,690,000	11/22/2010
52	Loan		CGM	Pacific Village Center	10.8%	8,540	57,683	921,779	1.49	10.1%	12,900,000	4/27/2011
53	Loan		CGM	Pelham Towne Center	10.0%	11,101	32,340	866,003	1.54	9.5%	12,200,000	5/19/2011
54	Loan	11, 49	GSMC	Hampton Inn - Colorado Springs South	12.3%	113,434	0	924,905	1.48	11.0%	11,900,000	3/15/2011
55	Loan		CGM	SST - Racetrack & Bonanza Self Storage	9.4%	27,174	0	689,715	1.35	9.0%	11,180,000
55.01	Property			Racetrack Self Storage		11,134	0	340,519			5,730,000	2/11/2011
55.02	Property			Bonanza Self Storage		16,040	0	349,196			5,450,000	2/11/2011
56	Loan		CGM	Copper Mill Apartments	12.3%	105,920	0	799,670	1.56	10.9%	15,400,000	3/7/2011
57	Loan		CGM	Sierra Forest Apartments	13.2%	68,000	0	878,295	1.69	12.3%	11,700,000	3/21/2011
58	Loan		CGM	Sherman Oaks Plaza	10.2%	11,095	46,630	652,000	1.32	9.3%	10,200,000	4/14/2011
59	Loan		CGM	Cumberland Apartments	10.4%	63,492	0	651,071	1.35	9.4%	13,800,000	3/8/2011
60	Loan		CGM	Crestmont Apartments	12.4%	67,032	0	772,585	1.64	11.4%	13,500,000	3/8/2011
61	Loan		CGM	Smith & American MHP Portfolio	13.8%	14,000	0	878,707	1.93	13.6%	11,590,000	3/23/2011
62	Loan		CGM	Bingham Station	10.5%	5,869	7,016	582,001	1.36	10.3%	7,700,000	6/17/2011
63	Loan		CGM	Heritage Trace Apartments	13.5%	51,400	0	689,315	1.80	12.5%	11,000,000	3/14/2011
64	Loan		CGM	Riviera Shopping Center	13.2%	16,931	17,481	624,053	1.64	12.6%	8,100,000	2/24/2011
65	Loan		CGM	Winterhaven Square	11.5%	26,802	26,294	461,944	1.55	10.3%	6,200,000	4/20/2011
66	Loan		CGM	Shoppes at Stonebrook	14.5%	8,644	32,367	609,685	1.81	13.6%	7,300,000	4/28/2011
67	Loan		CGM	Holiday Park	11.1%	10,900	0	485,599	1.45	10.8%	6,000,000	1/6/2011
68	Loan		CGM	Lake Zurich	9.7%	10,414	0	411,252	1.42	9.5%	5,900,000	4/5/2011
69	Loan		CGM	Elm Grove Apartments	10.6%	34,000	0	390,129	1.42	9.8%	5,510,000	4/8/2011
70	Loan		CGM	The Ridge MHP & Eastwood Hills	9.9%	7,100	0	326,173	1.36	9.7%	4,560,000	4/29/2011
71	Loan		CGM	Ivanhoe MHP	12.9%	16,050	0	409,672	1.74	12.4%	5,130,000	4/19/2011
72	Loan		CGM	Foot Locker - Brooklyn, NY	10.6%	1,224	12,054	330,581	2.22	10.2%	6,000,000	3/28/2011
73	Loan		CGM	Gateway Plaza II	14.0%	12,486	51,689	368,019	1.73	11.9%	4,700,000	4/15/2011
74	Loan		CGM	Oakhurst MHP	13.0%	12,400	0	224,809	1.55	12.4%	2,720,000	5/4/2011

A-15/16

GSMS 2011-GC5 Annex A

Control

Loan /

Mortgage

As Stabilized

Cut-Off Date

LTV Ratio

Number

Property Flag

Footnotes

Loan Seller

Property Name

Appraised Value ($)

Appraisal Date

LTV Ratio (%)

at Maturity / ARD (%)

Occupancy (%) (5)

Occupancy Date

ADR ($)

RevPar ($)

Largest Tenant

Loan

GSMC

Park Place Mall

NAP

63.6%

52.9%

93.1%

7/31/2011

NAP

Century Theatres

Loan

CGM

1551 Broadway

NAP

50.0%

100.0%

9/1/2011

NAP

American Eagle

Loan

GSMC

Copper Beech Portfolio

NAP

68.3%

63.7%

99.9%

NAP

3.01

Property

CBTC 28 Harrisonburg

NAP

100.0%

8/4/2011

NAP

3.02

Property

CBTC 26 Morgantown

NAP

99.8%

8/4/2011

NAP

3.03

Property

CBTC 29 San Marcos

NAP

100.0%

8/4/2011

NAP

3.04

Property

CBTC 3 IUP

NAP

100.0%

8/4/2011

NAP

Loan

10, 11, 12

GSMC

Hyatt Regency Boston

177,000,000

6/3/2014

62.7%

49.5%

81.4%

7/31/2011

181.78

148.01

NAP

Loan

13, 14

GSMC

Parkdale Mall & Crossing

NAP

63.1%

48.5%

84.8%

8/1/2011

NAP

Hollywood Theaters

Loan

CGM

Shoppes at Chino Hills

117,500,000

4/1/2013

54.5%

45.3%

87.4%

8/1/2011

NAP

Jacuzzi Brands Corporation

Loan

GSMC

Museum Square

NAP

40.4%

89.8%

6/30/2011

NAP

Screen Actors Guild

Loan

GSMC

Cole Portfolio

NAP

53.8%

98.3%

NAP

8.01

Property

Volusia Square

NAP

96.4%

8/18/2011

NAP

Hobby Lobby

8.02

Property

Shoppes at Port Arthur

NAP

100.0%

8/18/2011

NAP

Ross Dress for Less

8.03

Property

CVS - Jacksonville

NAP

100.0%

8/18/2011

NAP

CVS

8.04

Property

CVS - Lawrence

NAP

100.0%

8/18/2011

NAP

CVS

8.05

Property

CVS (Ground) - Dover

NAP

100.0%

8/18/2011

NAP

CVS (Ground)

8.06

Property

On the Border - Mesa

NAP

100.0%

8/18/2011

NAP

On the Border

8.07

Property

On the Border - Peoria

NAP

100.0%

8/18/2011

NAP

On the Border

8.08

Property

Chili's

NAP

100.0%

8/18/2011

NAP

Chili's

8.09

Property

On the Border - Kansas City

NAP

100.0%

8/18/2011

NAP

On the Border

8.10

Property

Ulta

NAP

100.0%

8/18/2011

NAP

Ulta

8.11

Property

Tractor Supply - Nixa

NAP

100.0%

8/18/2011

NAP

Tractor Supply

8.12

Property

Tractor Supply - Hamilton

NAP

100.0%

8/18/2011

NAP

Tractor Supply

8.13

Property

Macaroni Grill

NAP

100.0%

8/18/2011

NAP

Macaroni Grill

8.14

Property

O'Reilly Auto Parts - San Antonio

NAP

100.0%

8/18/2011

NAP

O'Reilly Auto Parts

8.15

Property

O'Reilly Auto Parts - Christiansburg

NAP

100.0%

8/18/2011

NAP

O'Reilly Auto Parts

8.16

Property

O'Reilly Auto Parts - Houston

NAP

100.0%

8/18/2011

NAP

O'Reilly Auto Parts

8.17

Property

O'Reilly Auto Parts - Highlands

NAP

100.0%

8/18/2011

NAP

O'Reilly Auto Parts

Loan

GSMC

Ashland Town Center

70,000,000

5/1/2012

63.5%

49.3%

93.1%

6/30/2011

NAP

JC Penney

Loan

17, 18, 19, 20, 21

GSMC

AppleTree Business Park

NAP

65.0%

54.7%

97.4%

6/30/2011

NAP

IRS (GSA)

Loan

22, 23

GSMC

Lake Buena Vista Factory Stores Phase I

NAP

68.8%

59.0%

96.7%

8/1/2011

NAP

VF Factory Outlet

Loan

GSMC

Lake Buena Vista Factory Stores Phase II

NAP

68.8%

59.0%

100.0%

8/1/2011

NAP

Nike

Loan

24, 25

GSMC

Champlain Centre

NAP

57.1%

47.5%

91.2%

8/1/2011

NAP

Sears

Loan

CGM

Prentiss Creek Apartments

NAP

67.1%

56.6%

90.4%

8/24/2011

NAP

Loan

26, 27, 28

CGM

Red Lion Hotel - Seattle, WA

100,000,000

6/1/2017

44.8%

40.6%

75.7%

7/31/2011

132.63

100.46

NAP

Loan

11, 29

GSMC

Courtyard and Residence Inn - Franklin

42,900,000

74.9%

62.3%

81.3%

114.59

93.13

16.01

Property

Courtyard by Marriott

22,800,000

5/1/2014

77.9%

6/30/2011

118.05

92.01

NAP

16.02

Property

Residence Inn

20,100,000

5/1/2014

84.7%

6/30/2011

111.35

94.27

NAP

Loan

GSMC

Rivercrest Realty Portfolio 2

NAP

74.9%

63.3%

97.3%

NAP

17.01

Property

Northpointe Commons

NAP

100.0%

7/19/2011

NAP

Jo-Ann Fabrics and Crafts

17.02

Property

Highlands Square

NAP

99.3%

7/19/2011

NAP

Staples

17.03

Property

Ridgeview Plaza

NAP

94.2%

7/19/2011

NAP

Burke's Outlet

17.04

Property

East River Plaza

NAP

95.5%

7/19/2011

NAP

Burke's Outlet

Loan

CGM

250 Mercer Street

NAP

64.8%

54.0%

100.0%

6/1/2011

NAP

Gristedes

Loan

CGM

1117 Perimeter Center West

NAP

74.7%

69.3%

81.4%

7/27/2011

NAP

Sedgwick Claims Management Services, Inc

Loan

CGM

Lehigh Valley Portfolio - Group 4

35,325,000

68.3%

65.3%

83.1%

NAP

20.01

Property

57 South Commerce Way

4,325,000

3/1/2012

86.9%

5/8/2011

NAP

Kids in Cooperation Development Center, Inc.

20.02

Property

754 Roble Road

NAP

69.2%

5/8/2011

NAP

National Museum of Industrial History

20.03

Property

2202 Hangar Place

NAP

100.0%

9/1/2011

NAP

The Wasserstrom Company

20.04

Property

944 Marcon Boulevard

NAP

100.0%

5/8/2011

NAP

Telerx Marketing, Inc

20.05

Property

2196 Avenue C

NAP

100.0%

9/1/2011

NAP

Lehigh University

20.06

Property

7355 William Avenue

NAP

100.0%

5/8/2011

NAP

Teco-Westinghouse Motor Company

20.07

Property

974 Marcon Boulevard

2,675,000

2/1/2013

36.0%

5/8/2011

NAP

XO Communications, LLC

20.08

Property

964 Marcon Boulevard

2,550,000

5/1/2012

67.3%

5/8/2011

NAP

Penn-Med Consultants, Inc

20.09

Property

954 Marcon Boulevard

NAP

100.0%

9/1/2011

NAP

Telerx Marketing, Inc

20.10

Property

2201 Hangar Place

2,400,000

3/1/2013

75.5%

5/8/2011

NAP

Duggan and Marcon, Inc

20.11

Property

7277 William Avenue

2,325,000

3/1/2012

100.0%

5/8/2011

NAP

Akrion Systems, LLC (Wafer Holdings, Inc)

20.12

Property

2041 Avenue C

2,100,000

3/1/2012

52.6%

5/8/2011

NAP

Penonni Associates, Inc

20.13

Property

7562 Penn Drive

NAP

66.6%

5/8/2011

NAP

Genuine-Motion Industries, Inc

20.14

Property

764 Roble Road

NAP

100.0%

9/1/2011

NAP

Trugreen Limited Partnership

Loan

CGM

Harrison Executive Park

NAP

62.8%

52.3%

86.6%

7/31/2011

NAP

Century Tokyo Leasing (USA) Inc.

Loan

GSMC

Oaks Apartments

NAP

74.7%

62.7%

96.1%

7/31/2011

NAP

Loan

GSMC

White Marlin Mall

NAP

72.2%

60.6%

98.1%

6/15/2011

NAP

Marshalls

Loan

CGM

Lehigh Valley Portfolio - Group 2

NAP

70.5%

67.5%

87.8%

NAP

24.01

Property

3701 Corporate Parkway

NAP

93.3%

5/8/2011

NAP

Fisher Clinical Services

24.02

Property

3773 Corporate Parkway

NAP

82.7%

5/8/2011

NAP

Aesculap, Inc.

Loan

GSMC

Arbor Park Shopping Center

NAP

74.6%

68.7%

97.5%

7/31/2011

NAP

Ross Dress for Less

Loan

CGM

Trinity Square Crossed Portfolio

NAP

66.8%

57.2%

100.0%

NAP

26.01

Property

Trinity Square Retail Center

NAP

100.0%

6/30/2011

NAP

Walgreens

26.02

Property

MeadWestVaco - Kettering, OH

NAP

100.0%

9/1/2011

NAP

MeadWestvaco Corporation

26.03

Property

Stonegate Corner - Medina, OH

NAP

100.0%

6/30/2011

NAP

Panera

26.04

Property

Aspen Dental and AT&T - Monroe, MI

NAP

100.0%

6/30/2011

NAP

Aspen Dental

26.05

Property

Advance Auto Parts - Berea, OH

NAP

100.0%

9/1/2011

NAP

Advance Auto Parts

26.06

Property

Advance Auto Parts - Sandusky, MI

NAP

100.0%

9/1/2011

NAP

Advance Auto Parts

26.07

Property

Advance Auto Parts - Columbus, OH

NAP

100.0%

9/1/2011

NAP

Advance Auto Parts

26.08

Property

Aspen Dental and AT&T - New Philadelphia, OH

NAP

100.0%

6/30/2011

NAP

Aspen Dental

Loan

11, 36

GSMC

Hilton Suites Lexington Green

25,600,000

4/1/2014

74.7%

56.9%

73.5%

6/30/2011

127.61

93.76

NAP

Loan

CGM

The Hills

NAP

68.6%

64.6%

87.9%

6/30/2011

NAP

ATI Enterprises, Inc.

Loan

GSMC

Houston Design Center

NAP

63.2%

48.6%

86.1%

6/3/2011

NAP

Colorescience, Inc.

Loan

CGM

ARC Portfolio III

NAP

52.2%

100.0%

NAP

30.01

Property

FedEx Ground - Saline, MI

NAP

100.0%

9/1/2011

NAP

FedEx

30.02

Property

CVS - Stony Point, NY

NAP

100.0%

9/1/2011

NAP

CVS

30.03

Property

CVS - Charlotte, MI

NAP

100.0%

9/1/2011

NAP

CVS

30.04

Property

Provident Bank - Stony Point, NY

NAP

100.0%

9/1/2011

NAP

Provident Bank

30.05

Property

Tractor Supply Company - Demopolis, AL

NAP

100.0%

9/1/2011

NAP

Tractor Supply

30.06

Property

Tractor Supply Company - New Boston, TX

NAP

100.0%

9/1/2011

NAP

Tractor Supply

Loan

CGM

Loyal Plaza

NAP

53.1%

43.8%

98.3%

8/31/2011

NAP

Kmart

Loan

CGM

ATD

NAP

50.5%

100.0%

9/1/2011

NAP

Automated Trading Desk, LLC

Loan

11, 38

GSMC

Holiday Inn Express Anchorage

22,700,000

5/27/2013

68.2%

46.9%

77.5%

6/30/2011

127.87

99.06

NAP

Loan

CGM

Midland Apartment Portfolio

NAP

68.4%

44.7%

97.8%

NAP

34.01

Property

Mulberry Lane Apartments

NAP

96.2%

7/31/2011

NAP

34.02

Property

Robin Oaks Apartments

NAP

100.0%

7/31/2011

NAP

34.03

Property

Perrine Pointe Apartments

NAP

100.0%

7/31/2011

NAP

Loan

11, 39

GSMC

Courtyard and Residence Inn - Southaven

20,300,000

71.2%

56.8%

76.8%

98.88

75.97

35.01

Property

Residence Inn

10,800,000

3/1/2014

81.4%

6/30/2011

103.84

84.52

NAP

35.02

Property

Courtyard by Marriott

9,500,000

3/1/2013

72.6%

6/30/2011

93.78

68.12

NAP

Loan

40, 41, 42

CGM

All Saints Retail Condo

NAP

38.6%

100.0%

9/1/2011

NAP

All Saints USA LTD

Loan

11, 43, 44

GSMC

Southpark Office Building

26,000,000

3/23/2011

52.6%

50.0%

75.5%

8/6/2011

NAP

General Services Administration

Loan

GSMC

Albuquerque Hilton Garden Inn

NAP

67.7%

60.5%

71.3%

6/30/2011

98.19

69.98

NAP

Loan

CGM

Park Point Syracuse University

NAP

61.2%

51.4%

98.2%

8/1/2011

NAP

Loan

GSMC

Branhaven Plaza

NAP

62.2%

51.8%

98.1%

6/30/2011

NAP

Kohl's

Loan

GSMC

Plaza at Cottonwood

NAP

75.5%

64.3%

95.3%

7/1/2011

NAP

Staples

Loan

GSMC

ARCT Wal-Mart & Sam's Portfolio

NAP

45.1%

100.0%

NAP

42.01

Property

Wal-Mart Supercenter

NAP

100.0%

6/1/2011

NAP

Wal-Mart Supercenter

42.02

Property

Sam's Club

NAP

100.0%

6/1/2011

NAP

Sam's Club

Loan

CGM

Merritt 8

NAP

64.0%

53.5%

97.3%

7/31/2011

NAP

Cablevision

Loan

11, 47

GSMC

Embassy Suites - Tempe

26,500,000

4/1/2015

56.2%

38.3%

69.4%

6/30/2011

108.54

75.28

NAP

Loan

CGM

848 Brickell Plaza

NAP

48.6%

99.1%

8/1/2011

NAP

Apollo Aviation Holdings US, LLC

Loan

GSMC

Alhambra Renaissance Center

NAP

41.1%

35.3%

97.6%

8/2/2011

NAP

Edwards Stadium Cinemas

Loan

CGM

Consumer Square West

NAP

73.7%

68.5%

70.5%

7/26/2011

NAP

Kroger

Loan

CGM

Cornell 55

NAP

63.6%

54.1%

91.3%

8/30/2011

NAP

Harris Trust and Savings Bank

Loan

CGM

Whole Foods Charlottesville

NAP

74.6%

62.7%

100.0%

9/1/2011

NAP

Whole Foods

Loan

CGM

Richmond Office Portfolio

14,000,000

69.0%

59.5%

89.0%

NAP

50.01

Property

One Holland Place

NAP

93.4%

8/19/2011

NAP

Retail Data

50.02

Property

Vistas I & II

6,000,000

9/1/2012

84.0%

8/19/2011

NAP

URS

Loan

CGM

One Crescent Place MHC

NAP

67.2%

58.0%

89.3%

6/14/2011

NAP

Loan

CGM

Pacific Village Center

NAP

71.0%

59.4%

90.3%

8/1/2011

NAP

Kinkos

Loan

CGM

Pelham Towne Center

NAP

74.7%

68.7%

95.1%

5/6/2011

NAP

Publix

Loan

11, 49

GSMC

Hampton Inn - Colorado Springs South

12,300,000

4/1/2013

70.8%

58.7%

74.7%

6/30/2011

99.30

74.18

NAP

Loan

CGM

SST - Racetrack & Bonanza Self Storage

NAP

68.6%

57.1%

80.2%

NAP

55.01

Property

Racetrack Self Storage

NAP

80.5%

6/20/2011

NAP

55.02

Property

Bonanza Self Storage

NAP

80.0%

6/20/2011

NAP

Loan

CGM

Copper Mill Apartments

NAP

47.7%

42.0%

95.3%

7/25/2011

NAP

Loan

CGM

Sierra Forest Apartments

NAP

61.2%

55.0%

96.0%

8/19/2011

NAP

Loan

CGM

Sherman Oaks Plaza

10,600,000

4/14/2012

68.4%

57.9%

89.4%

8/1/2011

NAP

JP Morgan Chase Bank

Loan

CGM

Cumberland Apartments

NAP

50.0%

44.0%

91.9%

7/25/2011

NAP

Loan

CGM

Crestmont Apartments

NAP

50.0%

44.0%

91.7%

7/26/2011

NAP

Loan

CGM

Smith & American MHP Portfolio

NAP

55.9%

47.2%

93.2%

8/30/2011

NAP

Loan

CGM

Bingham Station

NAP

73.3%

56.5%

96.4%

6/23/2011

NAP

Food Lion

Loan

CGM

Heritage Trace Apartments

NAP

50.0%

44.0%

92.0%

7/25/2011

NAP

Loan

CGM

Riviera Shopping Center

NAP

61.4%

47.5%

88.4%

8/19/2011

NAP

Dollar Tree

Loan

CGM

Winterhaven Square

NAP

72.4%

67.2%

100.0%

6/10/2011

NAP

Publix

Loan

CGM

Shoppes at Stonebrook

NAP

61.4%

47.2%

95.5%

7/31/2011

NAP

Bi-Lo

Loan

CGM

Holiday Park

NAP

74.6%

70.4%

93.1%

8/2/2011

NAP

Loan

CGM

Lake Zurich

NAP

73.3%

68.3%

93.3%

8/22/2011

NAP

Loan

CGM

Elm Grove Apartments

NAP

72.5%

67.7%

91.2%

8/22/2011

NAP

Loan

CGM

The Ridge MHP & Eastwood Hills

NAP

73.7%

62.6%

98.6%

8/22/2011

NAP

Loan

CGM

Ivanhoe MHP

NAP

64.2%

60.1%

75.5%

5/1/2011

NAP

Loan

CGM

Foot Locker - Brooklyn, NY

NAP

54.2%

100.0%

9/1/2011

NAP

Foot Locker

Loan

CGM

Gateway Plaza II

NAP

65.7%

55.2%

90.2%

7/31/2011

NAP

Burke's Outlet

Loan

CGM

Oakhurst MHP

2,750,000

5/4/2013

66.9%

58.5%

74.2%

7/31/2011

NAP

A-17/18

GSMS 2011-GC5 Annex A

								Second	Second		Third
Control	Loan /		Mortgage		Largest Tenant	Largest Tenant	Second	Largest Tenant	Largest Tenant	Third	Largest Tenant
Number	Property Flag	Footnotes	Loan Seller	Property Name	Sq Ft	Lease Expiration (6)	Largest Tenant	Sq Ft	Lease Expiration (6)	Largest Tenant	Sq Ft
1	Loan	7	GSMC	Park Place Mall	73,280	8/10/2021	H&M	18,561	4/16/2022	XXI Forever	18,449
2	Loan	8	CGM	1551 Broadway	25,600	2/29/2024	NAP			NAP
3	Loan	9	GSMC	Copper Beech Portfolio
3.01	Property			CBTC 28 Harrisonburg			NAP			NAP
3.02	Property			CBTC 26 Morgantown			NAP			NAP
3.03	Property	9		CBTC 29 San Marcos			NAP			NAP
3.04	Property			CBTC 3 IUP			NAP			NAP
4	Loan	10, 11, 12	GSMC	Hyatt Regency Boston			NAP			NAP
5	Loan	13, 14	GSMC	Parkdale Mall & Crossing	43,936	12/31/2022	Beall's	40,000	7/31/2023	Kaplan Career Institute	30,294
6	Loan	15	CGM	Shoppes at Chino Hills	32,458	10/31/2014	Barnes & Noble	27,970	6/30/2018	XXI Forever	21,169
7	Loan		GSMC	Museum Square	105,366	7/31/2020	E! Entertainment Television	36,055	12/31/2011	County of Los Angeles	35,548
8	Loan	16	GSMC	Cole Portfolio
8.01	Property			Volusia Square	55,868	9/30/2020	hhgregg	30,225	3/31/2023	TJ Maxx	28,500
8.02	Property			Shoppes at Port Arthur	30,169	1/31/2019	Best Buy	20,476	1/31/2021	Petco	15,257
8.03	Property			CVS - Jacksonville	13,204	1/31/2035	NAP			NAP
8.04	Property			CVS - Lawrence	12,900	1/31/2035	NAP			NAP
8.05	Property			CVS (Ground) - Dover	13,225	1/31/2035	NAP			NAP
8.06	Property			On the Border - Mesa	6,586	6/30/2030	NAP			NAP
8.07	Property			On the Border - Peoria	6,506	6/30/2030	NAP			NAP
8.08	Property			Chili's	6,046	6/30/2030	NAP			NAP
8.09	Property			On the Border - Kansas City	6,760	6/30/2030	NAP			NAP
8.10	Property			Ulta	9,991	2/28/2021	NAP			NAP
8.11	Property			Tractor Supply - Nixa	19,180	6/30/2025	NAP			NAP
8.12	Property			Tractor Supply - Hamilton	40,700	7/31/2021	NAP			NAP
8.13	Property			Macaroni Grill	6,847	6/30/2030	NAP			NAP
8.14	Property			O'Reilly Auto Parts - San Antonio	6,800	11/30/2030	NAP			NAP
8.15	Property			O'Reilly Auto Parts - Christiansburg	7,200	7/31/2030	NAP			NAP
8.16	Property			O'Reilly Auto Parts - Houston	6,800	8/20/2030	NAP			NAP
8.17	Property			O'Reilly Auto Parts - Highlands	6,000	11/30/2030	NAP			NAP
9	Loan	11	GSMC	Ashland Town Center	103,390	7/31/2028	Belk Women's and Kid's	65,000	1/31/2015	Belk Men's and Home Store	30,350
10	Loan	17, 18, 19, 20, 21	GSMC	AppleTree Business Park	90,088	12/26/2015	Catholic Health Care System	67,446	9/30/2011	Time Warner	55,606
11	Loan	22, 23	GSMC	Lake Buena Vista Factory Stores Phase I	26,428	7/2/2016	Reebok	10,000	6/20/2012	Ann Taylor	10,000
12	Loan	22	GSMC	Lake Buena Vista Factory Stores Phase II	14,000	9/30/2015	Old Navy Outlet	12,000	4/30/2017	Rack Room Shoes	6,650
13	Loan	24, 25	GSMC	Champlain Centre	85,456	6/21/2017	Dick's Sporting Goods	52,000	8/31/2018	Gander Mountain	51,853
14	Loan		CGM	Prentiss Creek Apartments			NAP			NAP
15	Loan	26, 27, 28	CGM	Red Lion Hotel - Seattle, WA			NAP			NAP
16	Loan	11, 29	GSMC	Courtyard and Residence Inn - Franklin
16.01	Property			Courtyard by Marriott			NAP			NAP
16.02	Property			Residence Inn			NAP			NAP
17	Loan	30	GSMC	Rivercrest Realty Portfolio 2
17.01	Property	31		Northpointe Commons	21,500	1/31/2021	Office Depot	21,400	2/28/2016	Citi Trends	13,482
17.02	Property	31		Highlands Square	23,942	10/31/2016	Petco	10,000	7/31/2021	Dollar Tree	10,000
17.03	Property	30		Ridgeview Plaza	30,012	1/31/2022	Dollar Tree	10,000	9/30/2016	Cato	5,120
17.04	Property	30		East River Plaza	21,384	1/31/2022	Shoe Show	7,527	9/8/2016	Dollar Tree	6,000
18	Loan	32	CGM	250 Mercer Street	6,810	2/29/2020	Duane Reade	6,428	2/28/2031	BNY II, Inc.	4,000
19	Loan	33	CGM	1117 Perimeter Center West	26,226	2/28/2017	Troy University	15,409	9/30/2014	The Stonehill Group	11,444
20	Loan		CGM	Lehigh Valley Portfolio - Group 4
20.01	Property			57 South Commerce Way	22,800	5/31/2014	Office Basics, Inc.	10,000	2/28/2015	Cameron International Corp.	7,200
20.02	Property			754 Roble Road	9,600	6/30/2013	Gerhart Scale Corporation	8,400	5/31/2012	Helping Hands Hospice Supply, LLP	4,800
20.03	Property			2202 Hangar Place	66,495	6/30/2014	NAP			NAP
20.04	Property			944 Marcon Boulevard	20,820	8/31/2013	Centimark Corporation	8,880	3/31/2012	Apria Healthcare, Inc.	6,400
20.05	Property			2196 Avenue C	31,140	6/30/2016	NAP			NAP
20.06	Property			7355 William Avenue	24,340	9/30/2013	Centronia Ambulance Corps	4,800	4/30/2012	Praxair Healthcare Services, Inc	4,800
20.07	Property			974 Marcon Boulevard	14,100	12/31/2013	NAP			NAP
20.08	Property			964 Marcon Boulevard	11,200	1/31/2012	Pilot Air Freight Corp.	6,400	5/31/2013	UGI HVAC Enterprises, Inc	4,800
20.09	Property			954 Marcon Boulevard	30,140	8/31/2013	NAP			NAP
20.10	Property			2201 Hangar Place	20,255	6/30/2012	Sterling Stairlifts, Inc. d/b/a Handicare Accessibility	16,025	3/31/2014	NAP
20.11	Property	34		7277 William Avenue	14,640	9/30/2016	Medstar Television, Inc	12,000	8/31/2011	American Courier Company, LLC	9,600
20.12	Property			2041 Avenue C	16,000	6/30/2017	NAP			NAP
20.13	Property			7562 Penn Drive	5,000	10/30/2015	Lithko Consulting, Inc	4,950	6/30/2015	North Star Construction Management, Inc	4,000
20.14	Property			764 Roble Road	21,860	9/30/2018	NAP			NAP
21	Loan		CGM	Harrison Executive Park	14,254	4/30/2014	P. Kaufman (Folia)	13,216	8/31/2013	TD Bank (Commerce) N.A.	10,222
22	Loan		GSMC	Oaks Apartments			NAP			NAP
23	Loan		GSMC	White Marlin Mall	28,248	5/31/2013	Bed Bath & Beyond	23,404	1/31/2019	Staples	20,450
24	Loan		CGM	Lehigh Valley Portfolio - Group 2
24.01	Property			3701 Corporate Parkway	12,028	11/30/2012	Massachusetts Mutual Life Insurance Company	8,733	1/31/2019	Parente Randolph, LLC	8,114
24.02	Property			3773 Corporate Parkway	55,700	8/31/2015	Raymond James & Associates, Inc.	3,714	11/30/2012	The Patriot League	3,649
25	Loan	35	GSMC	Arbor Park Shopping Center	29,880	1/31/2014	Michaels	23,669	2/28/2013	OfficeMax	23,500
26	Loan		CGM	Trinity Square Crossed Portfolio
26.01	Property			Trinity Square Retail Center	14,490	8/31/2084	Buybacks Entertainment	5,000	11/30/2014	Five Guys Burgers & Fries	2,250
26.02	Property			MeadWestVaco - Kettering, OH	75,062	10/31/2020	NAP			NAP
26.03	Property			Stonegate Corner - Medina, OH	4,650	12/31/2015	Bullies BBQ Burgers & Wings	3,800	6/30/2014	NAP
26.04	Property			Aspen Dental and AT&T - Monroe, MI	3,481	12/31/2020	AT&T	3,220	11/30/2020	NAP
26.05	Property			Advance Auto Parts - Berea, OH	6,000	2/29/2024	NAP			NAP
26.06	Property			Advance Auto Parts - Sandusky, MI	7,000	5/31/2022	NAP			NAP
26.07	Property			Advance Auto Parts - Columbus, OH	7,000	6/30/2022	NAP			NAP
26.08	Property			Aspen Dental and AT&T - New Philadelphia, OH	3,200	3/31/2013	AT&T	1,790	7/8/2014	NAP
27	Loan	11, 36	GSMC	Hilton Suites Lexington Green			NAP			NAP
28	Loan		CGM	The Hills	130,118	1/31/2020	Lets Talk.com, Inc.	44,667	1/14/2013	Silverleaf Resorts, Inc.	39,637
29	Loan	37	GSMC	Houston Design Center	15,551	11/30/2011	Design House, Inc.	12,988	10/31/2011	Charlotte Nail Antiques	10,000
30	Loan		CGM	ARC Portfolio III
30.01	Property			FedEx Ground - Saline, MI	105,109	10/31/2018	NAP			NAP
30.02	Property			CVS - Stony Point, NY	12,900	1/31/2034	NAP			NAP
30.03	Property			CVS - Charlotte, MI	13,225	1/31/2035	NAP			NAP
30.04	Property			Provident Bank - Stony Point, NY	3,950	1/31/2034	NAP			NAP
30.05	Property			Tractor Supply Company - Demopolis, AL	19,097	3/31/2026	NAP			NAP
30.06	Property			Tractor Supply Company - New Boston, TX	19,097	3/31/2026	NAP			NAP
31	Loan		CGM	Loyal Plaza	102,558	8/31/2016	Giant Food Store, Inc	66,935	10/31/2019	Staples	20,555
32	Loan		CGM	ATD	64,036	9/30/2025	NAP			NAP
33	Loan	11, 38	GSMC	Holiday Inn Express Anchorage			NAP			NAP
34	Loan		CGM	Midland Apartment Portfolio
34.01	Property			Mulberry Lane Apartments			NAP			NAP
34.02	Property			Robin Oaks Apartments			NAP			NAP
34.03	Property			Perrine Pointe Apartments			NAP			NAP
35	Loan	11, 39	GSMC	Courtyard and Residence Inn - Southaven
35.01	Property			Residence Inn			NAP			NAP
35.02	Property			Courtyard by Marriott			NAP			NAP
36	Loan	40, 41, 42	CGM	All Saints Retail Condo	8,058	4/30/2026	NAP			NAP
37	Loan	11, 43, 44	GSMC	Southpark Office Building	92,335	2/17/2021	NAP			NAP
38	Loan	45	GSMC	Albuquerque Hilton Garden Inn			NAP			NAP
39	Loan		CGM	Park Point Syracuse University			NAP			NAP
40	Loan	46	GSMC	Branhaven Plaza	86,830	1/31/2017	Big Y	46,669	10/31/2016	Cindy's Hallmark	6,115
41	Loan		GSMC	Plaza at Cottonwood	31,755	5/31/2014	PetSmart	23,150	6/30/2014	Party City	11,159
42	Loan		GSMC	ARCT Wal-Mart & Sam's Portfolio
42.01	Property			Wal-Mart Supercenter	183,211	4/20/2019	NAP			NAP
42.02	Property			Sam's Club	137,739	9/1/2025	NAP			NAP
43	Loan		CGM	Merritt 8	52,610	10/31/2018	Yale NHHS	47,567	1/31/2016	New York Life	17,491
44	Loan	11, 47	GSMC	Embassy Suites - Tempe			NAP			NAP
45	Loan		CGM	848 Brickell Plaza	8,135	8/31/2013	BVK Meka Birdsall Voss & Associates, Inc	5,816	5/31/2016	Key International	3,690
46	Loan	48	GSMC	Alhambra Renaissance Center	67,270	11/30/2017	Applebee's	4,400	12/31/2023	Panda Express	1,750
47	Loan		CGM	Consumer Square West	64,587	4/30/2021	Fashion Bug	13,000	1/31/2015	Party City	11,877
48	Loan		CGM	Cornell 55	2,750	7/31/2014	PHLI Inc.	2,302	4/30/2015	The Nile Restaurant	2,200
49	Loan		CGM	Whole Foods Charlottesville	43,753	6/30/2036	NAP			NAP
50	Loan		CGM	Richmond Office Portfolio
50.01	Property			One Holland Place	24,465	2/29/2016	Kroger Limited Partnership I	12,316	11/30/2012	C.H. Robinson Worldwide Inc.	8,757
50.02	Property			Vistas I & II	10,574	12/31/2011	Chicago Title	7,837	9/30/2016	AEC Engineering	6,625
51	Loan		CGM	One Crescent Place MHC			NAP			NAP
52	Loan		CGM	Pacific Village Center	6,001	8/31/2012	Retaining Walls NW Inc.	4,387	4/30/2021	Stop & Shop	2,886
53	Loan		CGM	Pelham Towne Center	45,600	8/31/2028	Johnny Ray's	3,200	7/31/2020	Southeastern School of Cosmetology	3,200
54	Loan	11, 49	GSMC	Hampton Inn - Colorado Springs South			NAP			NAP
55	Loan		CGM	SST - Racetrack & Bonanza Self Storage
55.01	Property			Racetrack Self Storage			NAP			NAP
55.02	Property			Bonanza Self Storage			NAP			NAP
56	Loan		CGM	Copper Mill Apartments			NAP			NAP
57	Loan		CGM	Sierra Forest Apartments			NAP			NAP
58	Loan		CGM	Sherman Oaks Plaza	10,365	12/9/2029	Porky Products, Inc.	8,019	6/14/2012	Escrow of the West	5,024
59	Loan		CGM	Cumberland Apartments			NAP			NAP
60	Loan		CGM	Crestmont Apartments			NAP			NAP
61	Loan		CGM	Smith & American MHP Portfolio			NAP			NAP
62	Loan		CGM	Bingham Station	34,928	3/31/2031	China Garden	1,400	8/31/2016	Fantastic Sams	1,400
63	Loan		CGM	Heritage Trace Apartments			NAP			NAP
64	Loan		CGM	Riviera Shopping Center	15,638	8/31/2017	Jo-Ann Fabrics and Crafts	13,140	12/31/2013	Wells Fargo Bank	5,200
65	Loan		CGM	Winterhaven Square	47,814	6/16/2013	Rainbow USA	6,430	1/31/2014	Winter Haven Hospital	3,200
66	Loan		CGM	Shoppes at Stonebrook	48,525	1/31/2028	Cosgrove Athletics	2,600	5/31/2013	Legacy Nail Salon	1,300
67	Loan		CGM	Holiday Park			NAP			NAP
68	Loan		CGM	Lake Zurich			NAP			NAP
69	Loan		CGM	Elm Grove Apartments			NAP			NAP
70	Loan		CGM	The Ridge MHP & Eastwood Hills			NAP			NAP
71	Loan		CGM	Ivanhoe MHP			NAP			NAP
72	Loan		CGM	Foot Locker - Brooklyn, NY	4,000	1/31/2026	NAP			NAP
73	Loan		CGM	Gateway Plaza II	22,560	1/31/2016	Office Depot	15,729	9/30/2017	Dollar Tree	9,967
74	Loan		CGM	Oakhurst MHP			NAP			NAP

A-19/20

GSMS 2011-GC5 Annex A

Third

Fourth

Fifth

Environmental

Control

Loan /

Mortgage

Largest Tenant

Fourth

Largest Tenant

Fifth

Largest Tenant

Phase I

Number

Property Flag

Footnotes

Loan Seller

Property Name

Lease Expiration (6)

Largest Tenant

Sq Ft

Lease Expiration (6)

Largest Tenant

Sq Ft

Lease Expiration (6)

Report Date

Loan

GSMC

Park Place Mall

1/31/2019

Old Navy

17,419

1/31/2021

Abercrombie & Fitch

14,000

1/31/2018

3/23/2011

Loan

CGM

1551 Broadway

NAP

5/24/2011

Loan

GSMC

Copper Beech Portfolio

3.01

Property

CBTC 28 Harrisonburg

NAP

5/23/2011

3.02

Property

CBTC 26 Morgantown

NAP

5/24/2011

3.03

Property

CBTC 29 San Marcos

NAP

5/24/2011

3.04

Property

CBTC 3 IUP

NAP

5/23/2011

Loan

10, 11, 12

GSMC

Hyatt Regency Boston

NAP

6/29/2011

Loan

13, 14

GSMC

Parkdale Mall & Crossing

11/30/2019

Marshalls

30,284

11/29/2012

Ashley Furniture

26,439

1/31/2017

2/10/2011

Loan

CGM

Shoppes at Chino Hills

12/31/2018

Trader Joe's

12,538

8/31/2018

H&M

10,501

1/31/2019

5/18/2011

Loan

GSMC

Museum Square

2/16/2024

AFTRA

34,045

1/31/2017

Nextpoint

31,418

11/30/2017

5/5/2011

Loan

GSMC

Cole Portfolio

8.01

Property

Volusia Square

1/31/2016

Home Depot (Garden Center GL)

28,087

1/31/2045

Dollar Tree

12,566

1/31/2014

10/21/2010

8.02

Property

Shoppes at Port Arthur

1/31/2019

Dollar Tree

9,000

9/30/2013

Anna's Linens

6,500

2/28/2014

8/17/2010

8.03

Property

CVS - Jacksonville

NAP

11/4/2010

8.04

Property

CVS - Lawrence

NAP

11/4/2010

8.05

Property

CVS (Ground) - Dover

NAP

12/7/2010

8.06

Property

On the Border - Mesa

NAP

3/15/2010

8.07

Property

On the Border - Peoria

NAP

3/15/2010

8.08

Property

Chili's

NAP

4/2/2010

8.09

Property

On the Border - Kansas City

NAP

3/15/2010

8.10

Property

Ulta

NAP

9/24/2010

8.11

Property

Tractor Supply - Nixa

NAP

7/28/2010

8.12

Property

Tractor Supply - Hamilton

NAP

8/25/2010

8.13

Property

Macaroni Grill

NAP

4/2/2010

8.14

Property

O'Reilly Auto Parts - San Antonio

NAP

12/3/2010

8.15

Property

O'Reilly Auto Parts - Christiansburg

NAP

12/3/2010

8.16

Property

O'Reilly Auto Parts - Houston

NAP

12/3/2010

8.17

Property

O'Reilly Auto Parts - Highlands

NAP

12/3/2010

Loan

GSMC

Ashland Town Center

1/31/2025

Cinemark

28,656

4/30/2015

T.J. Maxx

27,900

5/31/2020

4/12/2011

Loan

17, 18, 19, 20, 21

GSMC

AppleTree Business Park

9/30/2013

IRS Pad (GSA)

32,341

9/30/2011

AT&T

21,481

10/31/2015

4/26/2011

Loan

22, 23

GSMC

Lake Buena Vista Factory Stores Phase I

8/31/2014

Gap

9,000

8/31/2014

Dress Barn

9,000

6/30/2012

1/20/2011

Loan

GSMC

Lake Buena Vista Factory Stores Phase II

5/31/2017

Disney Character Outlet

6,500

1/31/2015

Rawlings

6,100

1/31/2018

1/20/2011

Loan

24, 25

GSMC

Champlain Centre

10/31/2014

JC Penney

51,282

6/30/2017

Regal Cinemas

26,250

6/30/2017

4/18/2011

Loan

CGM

Prentiss Creek Apartments

NAP

4/7/2011

Loan

26, 27, 28

CGM

Red Lion Hotel - Seattle, WA

NAP

6/2/2011

Loan

11, 29

GSMC

Courtyard and Residence Inn - Franklin

16.01

Property

Courtyard by Marriott

NAP

4/13/2011

16.02

Property

Residence Inn

NAP

4/13/2011

Loan

GSMC

Rivercrest Realty Portfolio 2

17.01

Property

Northpointe Commons

4/30/2016

Dollar Tree

8,000

3/31/2016

Yafood

6,000

9/30/2011

7/6/2011

17.02

Property

Highlands Square

8/31/2016

Pier One

8,513

2/28/2014

Shoe Show

4,800

8/31/2016

7/6/2011

17.03

Property

Ridgeview Plaza

1/31/2012

Medexpress

5,000

9/30/2021

Shoe Show

3,500

9/30/2016

7/6/2011

17.04

Property

East River Plaza

9/30/2012

Medexpress

5,911

11/30/2020

Cato

4,080

1/31/2016

7/6/2011

Loan

CGM

250 Mercer Street

6/30/2014

Think Coffee

3,350

10/31/2015

Dojo Restaurant

2,250

4/30/2013

5/17/2011

Loan

CGM

1117 Perimeter Center West

11/19/2017

TTI Team Telecom International LTD

11,223

10/31/2011

Moore Wallace North America, Inc

10,783

12/31/2016

6/3/2011

Loan

CGM

Lehigh Valley Portfolio - Group 4

20.01

Property

57 South Commerce Way

4/30/2015

Allied Building Corporation

6,400

6/30/2014

Bronkhorst USA, Inc

6,000

1/31/2014

3/29/2011

20.02

Property

754 Roble Road

7/31/2012

Banner Industries, Inc

4,800

4/30/2012

Marcus Michael Designs

4,800

11/30/2012

5/4/2011

20.03

Property

2202 Hangar Place

NAP

5/4/2011

20.04

Property

944 Marcon Boulevard

5/1/2016

Hawkey Realty, Inc

2,300

2/28/2014

NAP

3/5/2011

20.05

Property

2196 Avenue C

NAP

5/4/2011

20.06

Property

7355 William Avenue

7/31/2012

Otis Elevator Company

4,800

1/31/2014

Segue Xiamen Holding, LLC

4,685

1/31/2012

5/4/2011

20.07

Property

974 Marcon Boulevard

NAP

3/5/2011

20.08

Property

964 Marcon Boulevard

1/31/2012

Cromland, Inc

4,000

6/30/2014

NAP

3/5/2011

20.09

Property

954 Marcon Boulevard

NAP

3/5/2011

20.10

Property

2201 Hangar Place

NAP

5/4/2011

20.11

Property

7277 William Avenue

7/31/2015

TBW Industries, Inc

4,800

12/31/2011

NAP

5/4/2011

20.12

Property

2041 Avenue C

NAP

5/4/2011

20.13

Property

7562 Penn Drive

12/31/2011

Atlantic Crane, Inc

4,000

6/30/2012

NAP

5/4/2011

20.14

Property

764 Roble Road

NAP

5/4/2011

Loan

CGM

Harrison Executive Park

4/30/2016

Westchester Medical Group

8,118

12/31/2014

American Heart Association

5,288

9/30/2015

4/11/2011

Loan

GSMC

Oaks Apartments

NAP

4/28/2011

Loan

GSMC

White Marlin Mall

10/31/2018

Michaels

18,742

4/30/2018

Petco

12,500

12/31/2018

5/20/2011

Loan

CGM

Lehigh Valley Portfolio - Group 2

24.01

Property

3701 Corporate Parkway

1/31/2017

St. Luke's Physician Group, Inc.

7,756

8/31/2018

Zurich American Insurance Company

7,608

2/29/2012

5/4/2011

24.02

Property

3773 Corporate Parkway

6/30/2015

Molinari & Oswald, LLC

3,570

6/30/2020

NAP

5/4/2011

Loan

GSMC

Arbor Park Shopping Center

9/30/2013

Sun Harvest Market/Sprout's

22,500

10/31/2013

Dress Barn

7,214

6/30/2014

5/6/2011

Loan

CGM

Trinity Square Crossed Portfolio

26.01

Property

Trinity Square Retail Center

11/30/2014

Penn Station

1,500

9/30/2014

Fashion Nails

1,500

7/31/2015

12/6/2010

26.02

Property

MeadWestVaco - Kettering, OH

NAP

3/24/2011

26.03

Property

Stonegate Corner - Medina, OH

NAP

3/23/2011

26.04

Property

Aspen Dental and AT&T - Monroe, MI

NAP

4/14/2011

26.05

Property

Advance Auto Parts - Berea, OH

NAP

3/24/2011

26.06

Property

Advance Auto Parts - Sandusky, MI

NAP

3/24/2011

26.07

Property

Advance Auto Parts - Columbus, OH

NAP

3/25/2011

26.08

Property

Aspen Dental and AT&T - New Philadelphia, OH

NAP

3/24/2011

Loan

11, 36

GSMC

Hilton Suites Lexington Green

NAP

4/19/2011

Loan

CGM

The Hills

9/30/2017

Winfree Academy Charter School

21,921

3/31/2013

Texas Rental Ventures

11,367

2/28/2019

1/27/2011

Loan

GSMC

Houston Design Center

9/30/2013

Bunch & Shoemaker

9,866

8/31/2013

Pride of Persia Rug Co.

8,409

6/30/2014

4/13/2011

Loan

CGM

ARC Portfolio III

30.01

Property

FedEx Ground - Saline, MI

NAP

3/29/2011

30.02

Property

CVS - Stony Point, NY

NAP

3/23/2011

30.03

Property

CVS - Charlotte, MI

NAP

3/16/2011

30.04

Property

Provident Bank - Stony Point, NY

NAP

3/23/2011

30.05

Property

Tractor Supply Company - Demopolis, AL

NAP

10/25/2010

30.06

Property

Tractor Supply Company - New Boston, TX

NAP

10/25/2010

Loan

CGM

Loyal Plaza

11/30/2014

Eckerd Drugs

10,908

3/31/2019

Western Auto Supply

10,290

6/30/2015

6/6/2011

Loan

CGM

ATD

NAP

2/3/2011

Loan

11, 38

GSMC

Holiday Inn Express Anchorage

NAP

5/6/2011

Loan

CGM

Midland Apartment Portfolio

34.01

Property

Mulberry Lane Apartments

NAP

3/31/2011

34.02

Property

Robin Oaks Apartments

NAP

3/31/2011

34.03

Property

Perrine Pointe Apartments

NAP

3/31/2011

Loan

11, 39

GSMC

Courtyard and Residence Inn - Southaven

35.01

Property

Residence Inn

NAP

3/21/2011

35.02

Property

Courtyard by Marriott

NAP

3/21/2011

Loan

40, 41, 42

CGM

All Saints Retail Condo

NAP

7/5/2011

Loan

11, 43, 44

GSMC

Southpark Office Building

NAP

4/4/2011

Loan

GSMC

Albuquerque Hilton Garden Inn

NAP

4/18/2011

Loan

CGM

Park Point Syracuse University

NAP

5/4/2011

Loan

GSMC

Branhaven Plaza

4/30/2015

Olympia Sports

4,683

1/31/2012

The Children's Place

4,558

1/31/2013

4/28/2011

Loan

GSMC

Plaza at Cottonwood

3/31/2014

Avenue

5,407

1/31/2013

Men's Warehouse

4,979

8/31/2014

3/4/2011

Loan

GSMC

ARCT Wal-Mart & Sam's Portfolio

42.01

Property

Wal-Mart Supercenter

NAP

2/25/2011

42.02

Property

Sam's Club

NAP

2/24/2011

Loan

CGM

Merritt 8

12/31/2017

Nextel of New York

7,745

2/28/2015

Vitas Healthcare

7,423

4/30/2016

6/3/2011

Loan

11, 47

GSMC

Embassy Suites - Tempe

NAP

4/15/2011

Loan

CGM

848 Brickell Plaza

12/31/2020

Maritza Torres U.S. Century Bank

3,269

8/14/2012

Interjuris Miami LLC

3,104

7/31/2013

11/29/2010

Loan

GSMC

Alhambra Renaissance Center

11/30/2012

Menchie's Frozen Yogurt

1,100

6/30/2016

Chocolate Factory

580

5/31/2014

2/14/2011

Loan

CGM

Consumer Square West

12/31/2012

Beds 'N' Stuff

11,424

9/30/2016

Dollar Tree

10,485

4/30/2016

7/14/2011

Loan

CGM

Cornell 55

2/28/2013

Subway Real Estate Corp.

1,850

12/30/2012

Visanu Thai 55, Inc.

1,485

11/30/2014

1/17/2011

Loan

CGM

Whole Foods Charlottesville

NAP

4/25/2011

Loan

CGM

Richmond Office Portfolio

50.01

Property

One Holland Place

9/30/2013

Aerotek

8,192

9/30/2013

American Access Care, LLC

6,039

2/28/2017

12/29/2010

50.02

Property

Vistas I & II

12/31/2012

Hyder & Associates

3,637

9/30/2013

The Leukemia & Lymphoma Society

3,457

9/30/2016

12/29/2010

Loan

CGM

One Crescent Place MHC

NAP

12/10/2010

Loan

CGM

Pacific Village Center

8/31/2014

Crossbridge Garden Corporation

2,554

4/30/2012

Eugene Povzner

2,547

2/28/2016

3/29/2011

Loan

CGM

Pelham Towne Center

2/28/2016

Sips N Strokes

3,200

10/15/2013

Alabama Power Credit Union

2,208

10/19/2013

6/1/2011

Loan

11, 49

GSMC

Hampton Inn - Colorado Springs South

NAP

3/21/2011

Loan

CGM

SST - Racetrack & Bonanza Self Storage

55.01

Property

Racetrack Self Storage

NAP

2/23/2011

55.02

Property

Bonanza Self Storage

NAP

2/22/2011

Loan

CGM

Copper Mill Apartments

NAP

12/3/2010

Loan

CGM

Sierra Forest Apartments

NAP

5/11/2011

Loan

CGM

Sherman Oaks Plaza

11/30/2013

Mwest Holdings LLC

3,420

6/30/2023

Jewish Family Service

3,204

4/30/2016

4/20/2011

Loan

CGM

Cumberland Apartments

NAP

12/17/2010

Loan

CGM

Crestmont Apartments

NAP

12/5/2010

Loan

CGM

Smith & American MHP Portfolio

NAP

5/17/2011

Loan

CGM

Bingham Station

7/31/2016

NAP

7/8/2011

Loan

CGM

Heritage Trace Apartments

NAP

4/1/2011

Loan

CGM

Riviera Shopping Center

5/31/2015

Huan Troung/Tn Hynh/NThch

3,430

4/30/2014

El Kiosco, Inc.

3,300

4/30/2013

2/28/2011

Loan

CGM

Winterhaven Square

7/31/2013

Jade Nails & Spa

1,600

1/31/2012

UPS Store

1,600

7/31/2015

5/16/2011

Loan

CGM

Shoppes at Stonebrook

2/28/2013

Rosselli's Pizza Restaurant

1,300

2/28/2013

Sejong Lee and Song Lee

1,300

10/31/2013

5/2/2011

Loan

CGM

Holiday Park

NAP

1/5/2011

Loan

CGM

Lake Zurich

NAP

5/5/2011

Loan

CGM

Elm Grove Apartments

NAP

4/13/2011

Loan

CGM

The Ridge MHP & Eastwood Hills

NAP

5/4/2011

Loan

CGM

Ivanhoe MHP

NAP

5/24/2011

Loan

CGM

Foot Locker - Brooklyn, NY

NAP

4/6/2011

Loan

CGM

Gateway Plaza II

1/31/2013

Gamestop, Inc.

2,500

1/31/2014

Jim Blevins and Bonnie Blevins

2,500

12/31/2011

4/21/2011

Loan

CGM

Oakhurst MHP

NAP

5/23/2011

A-21/22

GSMS 2011-GC5 Annex A

Environmental

Earthquake

Control

Loan /

Mortgage

Environmental

Phase II

Engineering

Seismic

Insurance

Upfront RE

Ongoing RE

Upfront

Ongoing

Number

Property Flag

Footnotes

Loan Seller

Property Name

Phase II

Report Date

SEL (%)

Required

Tax Reserve ($)

Insurance Reserve ($)

Loan

GSMC

Park Place Mall

NAP

3/25/2011

NAP

Loan

CGM

1551 Broadway

NAP

5/23/2011

NAP

Loan

GSMC

Copper Beech Portfolio

50,818

66,985

37,406

19,648

3.01

Property

CBTC 28 Harrisonburg

NAP

5/26/2011

NAP

3.02

Property

CBTC 26 Morgantown

NAP

5/24/2011

NAP

3.03

Property

CBTC 29 San Marcos

NAP

5/24/2011

NAP

3.04

Property

CBTC 3 IUP

NAP

5/23/2011

NAP

Loan

10, 11, 12

GSMC

Hyatt Regency Boston

NAP

6/29/2011

NAP

244,687

Loan

13, 14

GSMC

Parkdale Mall & Crossing

NAP

2/1/2011

NAP

357,410

119,137

116,363

29,091

Loan

CGM

Shoppes at Chino Hills

NAP

5/17/2011

5/16/2011

10%

451,786

112,946

21,642

10,821

Loan

GSMC

Museum Square

NAP

5/6/2011

5/4/2011

11%

238,797

79,599

44,529

14,843

Loan

GSMC

Cole Portfolio

8.01

Property

Volusia Square

NAP

10/20/2010

NAP

8.02

Property

Shoppes at Port Arthur

NAP

8/17/2010

NAP

8.03

Property

CVS - Jacksonville

NAP

11/4/2010

NAP

8.04

Property

CVS - Lawrence

NAP

11/4/2010

NAP

8.05

Property

CVS (Ground) - Dover

NAP

12/7/2010

NAP

8.06

Property

On the Border - Mesa

NAP

4/15/2010

NAP

8.07

Property

On the Border - Peoria

NAP

4/15/2010

NAP

8.08

Property

Chili's

NAP

4/15/2010

NAP

8.09

Property

On the Border - Kansas City

NAP

4/15/2010

NAP

8.10

Property

Ulta

NAP

9/24/2010

NAP

8.11

Property

Tractor Supply - Nixa

NAP

7/28/2010

NAP

8.12

Property

Tractor Supply - Hamilton

NAP

8/25/2010

NAP

8.13

Property

Macaroni Grill

NAP

4/15/2010

NAP

8.14

Property

O'Reilly Auto Parts - San Antonio

NAP

12/3/2010

NAP

8.15

Property

O'Reilly Auto Parts - Christiansburg

NAP

12/3/2010

NAP

8.16

Property

O'Reilly Auto Parts - Houston

NAP

12/3/2010

NAP

8.17

Property

O'Reilly Auto Parts - Highlands

NAP

12/3/2010

NAP

Loan

GSMC

Ashland Town Center

Yes

6/13/2011

4/15/2011

NAP

324,305

36,929

Loan

17, 18, 19, 20, 21

GSMC

AppleTree Business Park

NAP

4/27/2011

NAP

271,554

45,259

Loan

22, 23

GSMC

Lake Buena Vista Factory Stores Phase I

NAP

1/20/2011

NAP

129,111

25,822

72,481

9,109

Loan

GSMC

Lake Buena Vista Factory Stores Phase II

NAP

1/20/2011

NAP

41,665

8,333

18,083

2,775

Loan

24, 25

GSMC

Champlain Centre

NAP

4/15/2011

NAP

385,364

77,073

100,556

10,056

Loan

CGM

Prentiss Creek Apartments

NAP

5/25/2011

NAP

982,831

41,689

133,027

13,108

Loan

26, 27, 28

CGM

Red Lion Hotel - Seattle, WA

NAP

6/1/2011

11%

64,639

21,546

Loan

11, 29

GSMC

Courtyard and Residence Inn - Franklin

123,620

20,603

25,976

6,494

16.01

Property

Courtyard by Marriott

NAP

4/14/2011

NAP

16.02

Property

Residence Inn

NAP

4/14/2011

NAP

Loan

GSMC

Rivercrest Realty Portfolio 2

220,398

36,733

26,170

2,013

17.01

Property

Northpointe Commons

NAP

6/30/2011

NAP

17.02

Property

Highlands Square

NAP

6/30/2011

NAP

17.03

Property

Ridgeview Plaza

NAP

6/30/2011

NAP

17.04

Property

East River Plaza

NAP

6/30/2011

NAP

Loan

CGM

250 Mercer Street

NAP

5/17/2011

NAP

389,004

66,443

20,763

2,966

Loan

CGM

1117 Perimeter Center West

NAP

6/2/2011

NAP

621,973

Loan

CGM

Lehigh Valley Portfolio - Group 4

454,439

66,718

20.01

Property

57 South Commerce Way

NAP

3/3/2011

NAP

20.02

Property

754 Roble Road

NAP

3/3/2011

NAP

20.03

Property

2202 Hangar Place

NAP

3/3/2011

NAP

20.04

Property

944 Marcon Boulevard

NAP

5/4/2011

NAP

20.05

Property

2196 Avenue C

NAP

3/3/2011

NAP

20.06

Property

7355 William Avenue

NAP

3/3/2011

NAP

20.07

Property

974 Marcon Boulevard

NAP

5/4/2011

NAP

20.08

Property

964 Marcon Boulevard

NAP

5/4/2011

NAP

20.09

Property

954 Marcon Boulevard

NAP

5/4/2011

NAP

20.10

Property

2201 Hangar Place

NAP

3/3/2011

NAP

20.11

Property

7277 William Avenue

NAP

3/3/2011

NAP

20.12

Property

2041 Avenue C

NAP

3/3/2011

NAP

20.13

Property

7562 Penn Drive

NAP

3/3/2011

NAP

20.14

Property

764 Roble Road

NAP

3/3/2011

NAP

Loan

CGM

Harrison Executive Park

Yes

7/7/2011

4/7/2011

NAP

57,420

31,402

Loan

GSMC

Oaks Apartments

NAP

4/5/2011

NAP

142,398

23,733

8,447

4,223

Loan

GSMC

White Marlin Mall

NAP

4/18/2011

NAP

143,549

14,179

6,011

1,573

Loan

CGM

Lehigh Valley Portfolio - Group 2

153,611

26,715

24.01

Property

3701 Corporate Parkway

NAP

3/3/2011

NAP

24.02

Property

3773 Corporate Parkway

NAP

3/3/2011

NAP

Loan

GSMC

Arbor Park Shopping Center

NAP

4/22/2011

NAP

180,571

25,796

7,108

1,777

Loan

CGM

Trinity Square Crossed Portfolio

139,906

34,471

2,472

26.01

Property

Trinity Square Retail Center

NAP

12/6/2010

NAP

26.02

Property

MeadWestVaco - Kettering, OH

NAP

3/24/2011

NAP

26.03

Property

Stonegate Corner - Medina, OH

NAP

3/23/2011

NAP

26.04

Property

Aspen Dental and AT&T - Monroe, MI

NAP

4/14/2011

NAP

26.05

Property

Advance Auto Parts - Berea, OH

NAP

3/24/2011

NAP

26.06

Property

Advance Auto Parts - Sandusky, MI

NAP

3/24/2011

NAP

26.07

Property

Advance Auto Parts - Columbus, OH

NAP

3/25/2011

NAP

26.08

Property

Aspen Dental and AT&T - New Philadelphia, OH

NAP

3/24/2011

NAP

Loan

11, 36

GSMC

Hilton Suites Lexington Green

NAP

4/20/2011

NAP

121,814

15,227

Loan

CGM

The Hills

NAP

1/27/2011

NAP

108,657

21,731

8,239

4,119

Loan

GSMC

Houston Design Center

NAP

4/5/2011

NAP

158,277

26,379

62,255

6,226

Loan

CGM

ARC Portfolio III

30.01

Property

FedEx Ground - Saline, MI

NAP

3/29/2011

NAP

30.02

Property

CVS - Stony Point, NY

NAP

3/23/2011

NAP

30.03

Property

CVS - Charlotte, MI

NAP

3/16/2011

NAP

30.04

Property

Provident Bank - Stony Point, NY

NAP

3/23/2011

NAP

30.05

Property

Tractor Supply Company - Demopolis, AL

NAP

3/4/2011

NAP

30.06

Property

Tractor Supply Company - New Boston, TX

NAP

3/7/2011

NAP

Loan

CGM

Loyal Plaza

NAP

6/6/2011

NAP

Loan

CGM

ATD

NAP

2/3/2011

NAP

Loan

11, 38

GSMC

Holiday Inn Express Anchorage

NAP

5/6/2011

5/5/2011

17,451

42,689

3,557

Loan

CGM

Midland Apartment Portfolio

34,678

41,503

8,301

34.01

Property

Mulberry Lane Apartments

NAP

3/31/2011

NAP

34.02

Property

Robin Oaks Apartments

NAP

3/31/2011

NAP

34.03

Property

Perrine Pointe Apartments

NAP

3/31/2011

NAP

Loan

11, 39

GSMC

Courtyard and Residence Inn - Southaven

90,478

15,080

14,734

4,911

35.01

Property

Residence Inn

NAP

3/24/2011

6/14/2011

35.02

Property

Courtyard by Marriott

NAP

3/24/2011

6/14/2011

Loan

40, 41, 42

CGM

All Saints Retail Condo

NAP

7/5/2011

NAP

Loan

11, 43, 44

GSMC

Southpark Office Building

NAP

3/15/2011

NAP

147,363

29,473

3,495

1,165

Loan

GSMC

Albuquerque Hilton Garden Inn

NAP

4/19/2011

NAP

16,697

8,349

7,827

1,957

Loan

CGM

Park Point Syracuse University

NAP

5/10/2011

NAP

5,468

4,946

24,150

4,025

Loan

GSMC

Branhaven Plaza

Yes

In Process

4/26/2011

NAP

Loan

GSMC

Plaza at Cottonwood

NAP

3/5/2011

NAP

15,380

3,620

1,207

Loan

GSMC

ARCT Wal-Mart & Sam's Portfolio

129,039

8,619

693

42.01

Property

Wal-Mart Supercenter

NAP

2/25/2011

3/17/2011

17%

42.02

Property

Sam's Club

NAP

2/24/2011

NAP

Loan

CGM

Merritt 8

NAP

6/1/2011

NAP

39,797

17,538

2,923

Loan

11, 47

GSMC

Embassy Suites - Tempe

NAP

4/19/2011

NAP

46,769

23,384

58,242

6,918

Loan

CGM

848 Brickell Plaza

NAP

11/29/2010

NAP

164,536

27,423

17,763

4,441

Loan

GSMC

Alhambra Renaissance Center

NAP

2/11/2011

2/7/2011

10%

14,504

9,326

Loan

CGM

Consumer Square West

NAP

6/30/2011

NAP

60,377

30,188

2,984

Loan

CGM

Cornell 55

NAP

1/17/2011

NAP

59,992

8,570

17,836

1,486

Loan

CGM

Whole Foods Charlottesville

NAP

4/25/2011

NAP

16,237

8,119

963

321

Loan

CGM

Richmond Office Portfolio

51,873

10,375

26,390

2,309

50.01

Property

One Holland Place

NAP

12/28/2010

NAP

50.02

Property

Vistas I & II

NAP

12/28/2010

NAP

Loan

CGM

One Crescent Place MHC

NAP

12/9/2010

NAP

21,008

5,252

2,138

1,069

Loan

CGM

Pacific Village Center

NAP

3/29/2011

14%

12,952

6,476

12,839

1,834

Loan

CGM

Pelham Towne Center

NAP

6/1/2011

NAP

42,737

7,123

Loan

11, 49

GSMC

Hampton Inn - Colorado Springs South

NAP

3/24/2011

NAP

17,708

8,854

7,337

2,446

Loan

CGM

SST - Racetrack & Bonanza Self Storage

20,928

6,976

7,939

882

55.01

Property

Racetrack Self Storage

NAP

2/22/2011

NAP

55.02

Property

Bonanza Self Storage

NAP

2/22/2011

NAP

Loan

CGM

Copper Mill Apartments

NAP

12/15/2010

NAP

79,184

19,796

56,781

4,732

Loan

CGM

Sierra Forest Apartments

NAP

3/24/2011

NAP

44,566

4,457

47,301

4,706

Loan

CGM

Sherman Oaks Plaza

NAP

4/20/2011

4/21/2010

12%

49,772

12,443

2,995

998

Loan

CGM

Cumberland Apartments

NAP

12/15/2010

NAP

117,889

16,841

39,349

3,279

Loan

CGM

Crestmont Apartments

NAP

12/15/2010

NAP

103,331

14,762

40,455

3,371

Loan

CGM

Smith & American MHP Portfolio

NAP

3/31/2011

NAP

111,854

27,963

3,014

1,005

Loan

CGM

Bingham Station

NAP

7/8/2011

NAP

28,882

3,610

Loan

CGM

Heritage Trace Apartments

NAP

5/25/2011

NAP

62,187

10,365

91,594

7,633

Loan

CGM

Riviera Shopping Center

Yes

3/30/2011

2/25/2011

3/16/2011

14%

30,500

4,813

Loan

CGM

Winterhaven Square

NAP

5/18/2011

NAP

31,278

7,820

11,444

2,559

Loan

CGM

Shoppes at Stonebrook

NAP

4/28/2011

NAP

48,840

8,140

2,055

685

Loan

CGM

Holiday Park

NAP

1/4/2011

NAP

3,677

3,380

376

Loan

CGM

Lake Zurich

NAP

5/3/2011

NAP

54,732

7,819

1,204

401

Loan

CGM

Elm Grove Apartments

NAP

4/13/2011

NAP

82,015

13,669

7,861

3,930

Loan

CGM

The Ridge MHP & Eastwood Hills

NAP

5/4/2011

NAP

9,628

1,605

900

450

Loan

CGM

Ivanhoe MHP

NAP

4/20/2011

NAP

32,990

6,998

12,585

1,541

Loan

CGM

Foot Locker - Brooklyn, NY

NAP

4/6/2011

NAP

20,112

4,470

Loan

CGM

Gateway Plaza II

NAP

4/21/2011

NAP

51,361

6,420

Loan

CGM

Oakhurst MHP

NAP

5/23/2011

NAP

1,759

251

6,377

2,126

A-23/24

GSMS 2011-GC5 Annex A


Control	Loan /		Mortgage		Upfront	Ongoing	Replacement	Upfront	Ongoing		Upfront Debt	Ongoing Debt
Number	Property Flag	Footnotes	Loan Seller	Property Name	Replacement Reserve ($)	Replacement Reserve ($)	Reserve Caps ($)	TI/LC Reserve ($)	TI/LC Reserve ($)	TI/LC Caps ($)	Service Reserve ($)	Service Reserve ($)
1	Loan	7	GSMC	Park Place Mall	0	0	157,752	0	0	404,748	0	0
2	Loan	8	CGM	1551 Broadway	0	669	0	0	0	0	0	0
3	Loan	9	GSMC	Copper Beech Portfolio	0	38,150	0	0	0	0	0	0
3.01	Property			CBTC 28 Harrisonburg
3.02	Property			CBTC 26 Morgantown
3.03	Property	9		CBTC 29 San Marcos
3.04	Property			CBTC 3 IUP
4	Loan	10, 11, 12	GSMC	Hyatt Regency Boston	0	0	0	0	0	0	0	0
5	Loan	13, 14	GSMC	Parkdale Mall & Crossing	14,518	14,518	0	48,316	48,316	0	0	0
6	Loan	15	CGM	Shoppes at Chino Hills	0	3,159	0	0	38,857	2,000,000	0	0
7	Loan		GSMC	Museum Square	0	0	0	0	0	0	0	0
8	Loan	16	GSMC	Cole Portfolio	0	0	0	0	0	0	0	0
8.01	Property			Volusia Square
8.02	Property			Shoppes at Port Arthur
8.03	Property			CVS - Jacksonville
8.04	Property			CVS - Lawrence
8.05	Property			CVS (Ground) - Dover
8.06	Property			On the Border - Mesa
8.07	Property			On the Border - Peoria
8.08	Property			Chili’s
8.09	Property			On the Border - Kansas City
8.10	Property			Ulta
8.11	Property			Tractor Supply - Nixa
8.12	Property			Tractor Supply - Hamilton
8.13	Property			Macaroni Grill
8.14	Property			O’Reilly Auto Parts - San Antonio
8.15	Property			O’Reilly Auto Parts - Christiansburg
8.16	Property			O’Reilly Auto Parts - Houston
8.17	Property			O’Reilly Auto Parts - Highlands
9	Loan	11	GSMC	Ashland Town Center	0	7,959	0	0	20,833	750,000	0	0
10	Loan	17, 18, 19, 20, 21	GSMC	AppleTree Business Park	0	13,967	0	1,500,000	0	1,500,000	0	0
11	Loan	22, 23	GSMC	Lake Buena Vista Factory Stores Phase I	7,388	7,388	0	946,057	21,812	946,057	0	0
12	Loan	22	GSMC	Lake Buena Vista Factory Stores Phase II	903	903	0	253,943	0	253,943	0	0
13	Loan	24, 25	GSMC	Champlain Centre	11,220	11,220	0	25,000	25,000	400,000	0	0
14	Loan		CGM	Prentiss Creek Apartments	0	17,500	0	0	0	0	0	0
15	Loan	26, 27, 28	CGM	Red Lion Hotel - Seattle, WA	0	48,609	0	0	0	0	0	0
16	Loan	11, 29	GSMC	Courtyard and Residence Inn - Franklin	0	30,195	0	0	0	0	0	0
16.01	Property			Courtyard by Marriott
16.02	Property			Residence Inn
17	Loan	30	GSMC	Rivercrest Realty Portfolio 2	0	8,893	0	0	20,833	1,000,000	0	0
17.01	Property	31		Northpointe Commons
17.02	Property	31		Highlands Square
17.03	Property	30		Ridgeview Plaza
17.04	Property	30		East River Plaza
18	Loan	32	CGM	250 Mercer Street	0	401	0	0	2,500	0	0	0
19	Loan	33	CGM	1117 Perimeter Center West	0	6,524	0	350,000	22,917	1,350,000	0	0
20	Loan		CGM	Lehigh Valley Portfolio - Group 4	437,800	0	0	1,723,500	0	0	0	0
20.01	Property			57 South Commerce Way
20.02	Property			754 Roble Road
20.03	Property			2202 Hangar Place
20.04	Property			944 Marcon Boulevard
20.05	Property			2196 Avenue C
20.06	Property			7355 William Avenue
20.07	Property			974 Marcon Boulevard
20.08	Property			964 Marcon Boulevard
20.09	Property			954 Marcon Boulevard
20.10	Property			2201 Hangar Place
20.11	Property	34		7277 William Avenue
20.12	Property			2041 Avenue C
20.13	Property			7562 Penn Drive
20.14	Property			764 Roble Road
21	Loan		CGM	Harrison Executive Park	0	4,039	0	850,000	0	500,000	0	0
22	Loan		GSMC	Oaks Apartments	8,610	8,610	0	0	0	0	0	0
23	Loan		GSMC	White Marlin Mall	0	3,776	0	0	8,373	400,000	0	0
24	Loan		CGM	Lehigh Valley Portfolio - Group 2	109,500	0	0	898,700	0	0	0	0
24.01	Property			3701 Corporate Parkway
24.02	Property			3773 Corporate Parkway
25	Loan	35	GSMC	Arbor Park Shopping Center	150,000	2,035	0	500,000	0	500,000	0	0
26	Loan		CGM	Trinity Square Crossed Portfolio	0	2,313	0	0	8,673	520,000	0	0
26.01	Property			Trinity Square Retail Center
26.02	Property			MeadWestVaco - Kettering, OH
26.03	Property			Stonegate Corner - Medina, OH
26.04	Property			Aspen Dental and AT&T - Monroe, MI
26.05	Property			Advance Auto Parts - Berea, OH
26.06	Property			Advance Auto Parts - Sandusky, MI
26.07	Property			Advance Auto Parts - Columbus, OH
26.08	Property			Aspen Dental and AT&T - New Philadelphia, OH
27	Loan	11, 36	GSMC	Hilton Suites Lexington Green	0	25,149	0	0	0	0	0	0
28	Loan		CGM	The Hills	0	8,637	0	0	13,573	0	0	0
29	Loan	37	GSMC	Houston Design Center	0	5,161	0	0	17,543	630,000	0	0
30	Loan		CGM	ARC Portfolio III	0	0	0	0	0	0	0	0
30.01	Property			FedEx Ground - Saline, MI
30.02	Property			CVS - Stony Point, NY
30.03	Property			CVS - Charlotte, MI
30.04	Property			Provident Bank - Stony Point, NY
30.05	Property			Tractor Supply Company - Demopolis, AL
30.06	Property			Tractor Supply Company - New Boston, TX
31	Loan		CGM	Loyal Plaza	0	5,632	0	0	12,243	750,000	0	0
32	Loan		CGM	ATD	0	1,334	0	0	0	0	0	0
33	Loan	11, 38	GSMC	Holiday Inn Express Anchorage	0	3,939	0	0	0	0	0	0
34	Loan		CGM	Midland Apartment Portfolio	0	13,654	0	0	0	0	0	0
34.01	Property			Mulberry Lane Apartments
34.02	Property			Robin Oaks Apartments
34.03	Property			Perrine Pointe Apartments
35	Loan	11, 39	GSMC	Courtyard and Residence Inn - Southaven	0	16,822	0	0	0	0	0	0
35.01	Property			Residence Inn
35.02	Property			Courtyard by Marriott
36	Loan	40, 41, 42	CGM	All Saints Retail Condo	0	0	0	620,589	0	0	0	0
37	Loan	11, 43, 44	GSMC	Southpark Office Building	0	0	0	0	0	0	0	0
38	Loan	45	GSMC	Albuquerque Hilton Garden Inn	0	15,783	700,000	0	0	0	0	0
39	Loan		CGM	Park Point Syracuse University	0	2,825	0	0	0	0	0	0
40	Loan	46	GSMC	Branhaven Plaza	0	0	0	0	0	0	0	0
41	Loan		GSMC	Plaza at Cottonwood	2,881	2,881	0	8,333	8,333	400,000	0	0
42	Loan		GSMC	ARCT Wal-Mart & Sam’s Portfolio	0	0	0	0	0	0	0	0
42.01	Property			Wal-Mart Supercenter
42.02	Property			Sam’s Club
43	Loan		CGM	Merritt 8	0	2,914	0	0	9,167	350,000	0	0
44	Loan	11, 47	GSMC	Embassy Suites - Tempe	0	21,232	0	0	0	0	0	0
45	Loan		CGM	848 Brickell Plaza	0	2,353	0	200,000	0	200,000	0	0
46	Loan	48	GSMC	Alhambra Renaissance Center	962	962	0	0	0	0	0	0
47	Loan		CGM	Consumer Square West	0	3,637	0	100,000	9,948	0	0	0
48	Loan		CGM	Cornell 55	0	2,252	0	0	1,627	58,581	0	0
49	Loan		CGM	Whole Foods Charlottesville	0	182	0	0	0	0	0	0
50	Loan		CGM	Richmond Office Portfolio	0	3,972	0	400,000	12,698	900,000	0	0
50.01	Property			One Holland Place
50.02	Property			Vistas I & II
51	Loan		CGM	One Crescent Place MHC	0	1,329	0	0	0	0	0	0
52	Loan		CGM	Pacific Village Center	0	714	0	50,000	4,891	200,000	0	0
53	Loan		CGM	Pelham Towne Center	0	555	0	70,000	1,233	100,000	0	0
54	Loan	11, 49	GSMC	Hampton Inn - Colorado Springs South	0	10,405	0	0	0	0	0	0
55	Loan		CGM	SST - Racetrack & Bonanza Self Storage	0	2,265	0	0	0	0	0	0
55.01	Property			Racetrack Self Storage
55.02	Property			Bonanza Self Storage
56	Loan		CGM	Copper Mill Apartments	0	8,827	0	0	0	0	0	0
57	Loan		CGM	Sierra Forest Apartments	0	5,667	0	0	0	0	0	0
58	Loan		CGM	Sherman Oaks Plaza	0	925	0	0	3,750	250,000	0	0
59	Loan		CGM	Cumberland Apartments	0	5,291	0	0	0	0	0	0
60	Loan		CGM	Crestmont Apartments	0	5,586	0	0	0	0	0	0
61	Loan		CGM	Smith & American MHP Portfolio	0	1,167	0	0	0	0	0	0
62	Loan		CGM	Bingham Station	0	489	0	0	0	0	0	0
63	Loan		CGM	Heritage Trace Apartments	0	4,283	0	0	0	0	0	0
64	Loan		CGM	Riviera Shopping Center	0	1,411	0	300,000	0	200,000	0	0
65	Loan		CGM	Winterhaven Square	93,130	2,234	0	0	2,191	0	0	0
66	Loan		CGM	Shoppes at Stonebrook	0	480	0	0	3,552	127,872	0	0
67	Loan		CGM	Holiday Park	0	908	0	0	0	0	0	0
68	Loan		CGM	Lake Zurich	0	868	0	0	0	0	0	0
69	Loan		CGM	Elm Grove Apartments	0	2,622	0	0	0	0	0	0
70	Loan		CGM	The Ridge MHP & Eastwood Hills	0	592	0	0	0	0	0	0
71	Loan		CGM	Ivanhoe MHP	0	1,338	0	0	0	0	0	0
72	Loan		CGM	Foot Locker - Brooklyn, NY	0	0	0	0	0	0	0	0
73	Loan		CGM	Gateway Plaza II	0	1,042	0	0	4,307	200,000	0	0
74	Loan		CGM	Oakhurst MHP	0	1,033	0	0	0	0	0	0

A-25/26

GSMS 2011-GC5 Annex A

Control	Loan /		Mortgage		Upfront Deferred	Ongoing Deferred	Upfront	Ongoing	Upfront	Ongoing
Number	Property Flag	Footnotes	Loan Seller	Property Name	Maintenance Reserve ($)	Maintenance Reserve ($)	Environmental Reserve ($)	Environmental Reserve ($)	Other Reserve ($)	Other Reserve ($)
1	Loan	7	GSMC	Park Place Mall	0	0	0	0	2,710,345	0
2	Loan	8	CGM	1551 Broadway	0	0	0	0	0	0
3	Loan	9	GSMC	Copper Beech Portfolio	0	0	238,150	0	11,125,000	0
3.01	Property			CBTC 28 Harrisonburg
3.02	Property			CBTC 26 Morgantown
3.03	Property	9		CBTC 29 San Marcos
3.04	Property			CBTC 3 IUP
4	Loan	10, 11, 12	GSMC	Hyatt Regency Boston	0	0	0	0	1,715,000	0
5	Loan	13, 14	GSMC	Parkdale Mall & Crossing	0	0	0	0	323,450	0
6	Loan	15	CGM	Shoppes at Chino Hills	6,875	0	0	0	1,927,951	0
7	Loan		GSMC	Museum Square	0	0	0	0	3,015,506	0
8	Loan	16	GSMC	Cole Portfolio	46,677	0	0	0	27,500	0
8.01	Property			Volusia Square
8.02	Property			Shoppes at Port Arthur
8.03	Property			CVS - Jacksonville
8.04	Property			CVS - Lawrence
8.05	Property			CVS (Ground) - Dover
8.06	Property			On the Border - Mesa
8.07	Property			On the Border - Peoria
8.08	Property			Chili’s
8.09	Property			On the Border - Kansas City
8.10	Property			Ulta
8.11	Property			Tractor Supply - Nixa
8.12	Property			Tractor Supply - Hamilton
8.13	Property			Macaroni Grill
8.14	Property			O’Reilly Auto Parts - San Antonio
8.15	Property			O’Reilly Auto Parts - Christiansburg
8.16	Property			O’Reilly Auto Parts - Houston
8.17	Property			O’Reilly Auto Parts - Highlands
9	Loan	11	GSMC	Ashland Town Center	0	0	40,000	0	85,895	0
10	Loan	17, 18, 19, 20, 21	GSMC	AppleTree Business Park	92,730	0	0	0	1,250,000	0
11	Loan	22, 23	GSMC	Lake Buena Vista Factory Stores Phase I	0	0	0	0	0	0
12	Loan	22	GSMC	Lake Buena Vista Factory Stores Phase II	0	0	0	0	0	0
13	Loan	24, 25	GSMC	Champlain Centre	9,500	0	0	0	690,169	0
14	Loan		CGM	Prentiss Creek Apartments	1,248,705	0	0	0	0	0
15	Loan	26, 27, 28	CGM	Red Lion Hotel - Seattle, WA	185,938	0	0	0	300,000	0
16	Loan	11, 29	GSMC	Courtyard and Residence Inn - Franklin	0	0	0	0	0	0
16.01	Property			Courtyard by Marriott
16.02	Property			Residence Inn
17	Loan	30	GSMC	Rivercrest Realty Portfolio 2	60,510	0	0	0	1,184,928	0
17.01	Property	31		Northpointe Commons
17.02	Property	31		Highlands Square
17.03	Property	30		Ridgeview Plaza
17.04	Property	30		East River Plaza
18	Loan	32	CGM	250 Mercer Street	0	0	0	0	2,014,009	0
19	Loan	33	CGM	1117 Perimeter Center West	0	0	0	0	1,160,000	0
20	Loan		CGM	Lehigh Valley Portfolio - Group 4	127,078	0	0	0	0	0
20.01	Property			57 South Commerce Way
20.02	Property			754 Roble Road
20.03	Property			2202 Hangar Place
20.04	Property			944 Marcon Boulevard
20.05	Property			2196 Avenue C
20.06	Property			7355 William Avenue
20.07	Property			974 Marcon Boulevard
20.08	Property			964 Marcon Boulevard
20.09	Property			954 Marcon Boulevard
20.10	Property			2201 Hangar Place
20.11	Property	34		7277 William Avenue
20.12	Property			2041 Avenue C
20.13	Property			7562 Penn Drive
20.14	Property			764 Roble Road
21	Loan		CGM	Harrison Executive Park	0	0	100,000	0	168,308	0
22	Loan		GSMC	Oaks Apartments	0	0	0	0	0	0
23	Loan		GSMC	White Marlin Mall	88,428	0	0	0	0	12,714
24	Loan		CGM	Lehigh Valley Portfolio - Group 2	1,563	0	0	0	0	0
24.01	Property			3701 Corporate Parkway
24.02	Property			3773 Corporate Parkway
25	Loan	35	GSMC	Arbor Park Shopping Center	0	0	0	0	0	0
26	Loan		CGM	Trinity Square Crossed Portfolio	0	0	20,000	0	330,000	0
26.01	Property			Trinity Square Retail Center
26.02	Property			MeadWestVaco - Kettering, OH
26.03	Property			Stonegate Corner - Medina, OH
26.04	Property			Aspen Dental and AT&T - Monroe, MI
26.05	Property			Advance Auto Parts - Berea, OH
26.06	Property			Advance Auto Parts - Sandusky, MI
26.07	Property			Advance Auto Parts - Columbus, OH
26.08	Property			Aspen Dental and AT&T - New Philadelphia, OH
27	Loan	11, 36	GSMC	Hilton Suites Lexington Green	482,843	0	0	0	1,500,000	0
28	Loan		CGM	The Hills	0	0	0	0	0	0
29	Loan	37	GSMC	Houston Design Center	0	0	0	0	100,000	0
30	Loan		CGM	ARC Portfolio III	0	0	0	0	0	0
30.01	Property			FedEx Ground - Saline, MI
30.02	Property			CVS - Stony Point, NY
30.03	Property			CVS - Charlotte, MI
30.04	Property			Provident Bank - Stony Point, NY
30.05	Property			Tractor Supply Company - Demopolis, AL
30.06	Property			Tractor Supply Company - New Boston, TX
31	Loan		CGM	Loyal Plaza	127,000	0	500,000	0	56,000	0
32	Loan		CGM	ATD	0	0	0	0	0	0
33	Loan	11, 38	GSMC	Holiday Inn Express Anchorage	0	0	0	0	1,201,459	0
34	Loan		CGM	Midland Apartment Portfolio	58,438	0	0	0	0	0
34.01	Property			Mulberry Lane Apartments
34.02	Property			Robin Oaks Apartments
34.03	Property			Perrine Pointe Apartments
35	Loan	11, 39	GSMC	Courtyard and Residence Inn - Southaven	0	0	0	0	0	0
35.01	Property			Residence Inn
35.02	Property			Courtyard by Marriott
36	Loan	40, 41, 42	CGM	All Saints Retail Condo	0	0	0	0	244,931	0
37	Loan	11, 43, 44	GSMC	Southpark Office Building	0	0	0	0	0	0
38	Loan	45	GSMC	Albuquerque Hilton Garden Inn	0	0	0	0	0	0
39	Loan		CGM	Park Point Syracuse University	0	0	0	0	305,248	10,675
40	Loan	46	GSMC	Branhaven Plaza	100,246	0	0	0	0	0
41	Loan		GSMC	Plaza at Cottonwood	0	0	0	0	0	0
42	Loan		GSMC	ARCT Wal-Mart & Sam’s Portfolio	0	0	0	0	0	0
42.01	Property			Wal-Mart Supercenter
42.02	Property			Sam’s Club
43	Loan		CGM	Merritt 8	0	0	0	0	0	0
44	Loan	11, 47	GSMC	Embassy Suites - Tempe	0	0	0	0	3,325,000	36,100
45	Loan		CGM	848 Brickell Plaza	0	0	0	0	0	0
46	Loan	48	GSMC	Alhambra Renaissance Center	0	0	0	0	0	0
47	Loan		CGM	Consumer Square West	410,430	0	0	0	0	0
48	Loan		CGM	Cornell 55	30,625	0	6,250	0	0	0
49	Loan		CGM	Whole Foods Charlottesville	0	0	0	0	0	0
50	Loan		CGM	Richmond Office Portfolio	0	0	0	0	155,246	0
50.01	Property			One Holland Place
50.02	Property			Vistas I & II
51	Loan		CGM	One Crescent Place MHC	0	0	0	0	0	0
52	Loan		CGM	Pacific Village Center	7,500	0	0	0	0	0
53	Loan		CGM	Pelham Towne Center	0	0	0	0	0	0
54	Loan	11, 49	GSMC	Hampton Inn - Colorado Springs South	0	0	0	0	0	0
55	Loan		CGM	SST - Racetrack & Bonanza Self Storage	5,000	0	0	0	0	0
55.01	Property			Racetrack Self Storage
55.02	Property			Bonanza Self Storage
56	Loan		CGM	Copper Mill Apartments	77,325	0	0	0	0	0
57	Loan		CGM	Sierra Forest Apartments	41,563	0	0	0	0	0
58	Loan		CGM	Sherman Oaks Plaza	26,411	0	0	0	635,000	0
59	Loan		CGM	Cumberland Apartments	2,633	0	0	0	0	0
60	Loan		CGM	Crestmont Apartments	3,125	0	0	0	0	0
61	Loan		CGM	Smith & American MHP Portfolio	32,650	0	0	0	0	0
62	Loan		CGM	Bingham Station	0	0	0	0	3,000	0
63	Loan		CGM	Heritage Trace Apartments	53,121	0	0	0	0	0
64	Loan		CGM	Riviera Shopping Center	45,125	0	0	0	41,635	0
65	Loan		CGM	Winterhaven Square	0	0	0	0	71,600	0
66	Loan		CGM	Shoppes at Stonebrook	0	0	0	0	0	0
67	Loan		CGM	Holiday Park	0	0	0	0	0	0
68	Loan		CGM	Lake Zurich	0	0	0	0	22,346	0
69	Loan		CGM	Elm Grove Apartments	71,000	0	0	0	0	0
70	Loan		CGM	The Ridge MHP & Eastwood Hills	5,000	0	0	0	75,000	0
71	Loan		CGM	Ivanhoe MHP	18,875	0	0	0	0	0
72	Loan		CGM	Foot Locker - Brooklyn, NY	19,110	0	0	0	0	0
73	Loan		CGM	Gateway Plaza II	0	0	0	0	0	0
74	Loan		CGM	Oakhurst MHP	0	0	0	0	0	0

A-27/28

GSMS 2011-GC5 Annex A

Control	Loan /		Mortgage		Other Reserve
Number	Property Flag	Footnotes	Loan Seller	Property Name	Description
1	Loan	7	GSMC	Park Place Mall	Unfunded Obligation Reserve
2	Loan	8	CGM	1551 Broadway
3	Loan	9	GSMC	Copper Beech Portfolio	San Marcos TCO Holdback ($8,625,000), IUP Survey/Title Holdback ($2,500,000)
3.01	Property			CBTC 28 Harrisonburg
3.02	Property			CBTC 26 Morgantown
3.03	Property	9		CBTC 29 San Marcos
3.04	Property			CBTC 3 IUP
4	Loan	10, 11, 12	GSMC	Hyatt Regency Boston	PIP Reserve
5	Loan	13, 14	GSMC	Parkdale Mall & Crossing	Unfunded Obligation Reserve
6	Loan	15	CGM	Shoppes at Chino Hills	Gap Rent Reserve ($135,981), Free Rent Reserve ($277,063) and TI Holdback Reserve ($1,514,906.87)
7	Loan		GSMC	Museum Square	Unfunded Obligation Reserve (Unpaid TI/LC - SAG $2,866,130, Scripps $149,376)
8	Loan	16	GSMC	Cole Portfolio	Unfunded Obligation Reserve
8.01	Property			Volusia Square
8.02	Property			Shoppes at Port Arthur
8.03	Property			CVS - Jacksonville
8.04	Property			CVS - Lawrence
8.05	Property			CVS (Ground) - Dover
8.06	Property			On the Border - Mesa
8.07	Property			On the Border - Peoria
8.08	Property			Chili’s
8.09	Property			On the Border - Kansas City
8.10	Property			Ulta
8.11	Property			Tractor Supply - Nixa
8.12	Property			Tractor Supply - Hamilton
8.13	Property			Macaroni Grill
8.14	Property			O’Reilly Auto Parts - San Antonio
8.15	Property			O’Reilly Auto Parts - Christiansburg
8.16	Property			O’Reilly Auto Parts - Houston
8.17	Property			O’Reilly Auto Parts - Highlands
9	Loan	11	GSMC	Ashland Town Center	Unfunded Obligation Reserve
10	Loan	17, 18, 19, 20, 21	GSMC	AppleTree Business Park	IRS Holdover Lease Reserve ($750,000) and Catholic Health Care Lease Renewal Reserve ($500,000)
11	Loan	22, 23	GSMC	Lake Buena Vista Factory Stores Phase I
12	Loan	22	GSMC	Lake Buena Vista Factory Stores Phase II
13	Loan	24, 25	GSMC	Champlain Centre	Unfunded Obligation Reserve
14	Loan		CGM	Prentiss Creek Apartments
15	Loan	26, 27, 28	CGM	Red Lion Hotel - Seattle, WA	Bank Space Reserve
16	Loan	11, 29	GSMC	Courtyard and Residence Inn - Franklin
16.01	Property			Courtyard by Marriott
16.02	Property			Residence Inn
17	Loan	30	GSMC	Rivercrest Realty Portfolio 2	Unfunded Obligation Reserve- TI/LC and Outstanding Rent ($765,345 for Petco at Highlands Square, $179,583 for Burke’s at Ridgeview Plaza, $240,000 for Burke’s at East River Plaza)
17.01	Property	31		Northpointe Commons
17.02	Property	31		Highlands Square
17.03	Property	30		Ridgeview Plaza
17.04	Property	30		East River Plaza
18	Loan	32	CGM	250 Mercer Street	Empty Store Reserve ($1,550,000) and Duane Reade Abated Rent Holdback ($464,009)
19	Loan	33	CGM	1117 Perimeter Center West	Occupancy Reserve
20	Loan		CGM	Lehigh Valley Portfolio - Group 4
20.01	Property			57 South Commerce Way
20.02	Property			754 Roble Road
20.03	Property			2202 Hangar Place
20.04	Property			944 Marcon Boulevard
20.05	Property			2196 Avenue C
20.06	Property			7355 William Avenue
20.07	Property			974 Marcon Boulevard
20.08	Property			964 Marcon Boulevard
20.09	Property			954 Marcon Boulevard
20.10	Property			2201 Hangar Place
20.11	Property	34		7277 William Avenue
20.12	Property			2041 Avenue C
20.13	Property			7562 Penn Drive
20.14	Property			764 Roble Road
21	Loan		CGM	Harrison Executive Park	TD Bank Reserve
22	Loan		GSMC	Oaks Apartments
23	Loan		GSMC	White Marlin Mall	Ground Rent Reserve
24	Loan		CGM	Lehigh Valley Portfolio - Group 2
24.01	Property			3701 Corporate Parkway
24.02	Property			3773 Corporate Parkway
25	Loan	35	GSMC	Arbor Park Shopping Center
26	Loan		CGM	Trinity Square Crossed Portfolio	Master Lease Leasing Reserve ($50,000), Master Lease Rent Reserve ($280,000)
26.01	Property			Trinity Square Retail Center
26.02	Property			MeadWestVaco - Kettering, OH
26.03	Property			Stonegate Corner - Medina, OH
26.04	Property			Aspen Dental and AT&T - Monroe, MI
26.05	Property			Advance Auto Parts - Berea, OH
26.06	Property			Advance Auto Parts - Sandusky, MI
26.07	Property			Advance Auto Parts - Columbus, OH
26.08	Property			Aspen Dental and AT&T - New Philadelphia, OH
27	Loan	11, 36	GSMC	Hilton Suites Lexington Green	PIP Reserve
28	Loan		CGM	The Hills
29	Loan	37	GSMC	Houston Design Center	Rollover Reserve
30	Loan		CGM	ARC Portfolio III
30.01	Property			FedEx Ground - Saline, MI
30.02	Property			CVS - Stony Point, NY
30.03	Property			CVS - Charlotte, MI
30.04	Property			Provident Bank - Stony Point, NY
30.05	Property			Tractor Supply Company - Demopolis, AL
30.06	Property			Tractor Supply Company - New Boston, TX
31	Loan		CGM	Loyal Plaza	Rent Reserve
32	Loan		CGM	ATD
33	Loan	11, 38	GSMC	Holiday Inn Express Anchorage	PIP Reserve ($1,084,793.20) and Seasonal Reserve ($116,666 upfront and monthly in July, August and September, capped at $350,000)
34	Loan		CGM	Midland Apartment Portfolio
34.01	Property			Mulberry Lane Apartments
34.02	Property			Robin Oaks Apartments
34.03	Property			Perrine Pointe Apartments
35	Loan	11, 39	GSMC	Courtyard and Residence Inn - Southaven
35.01	Property			Residence Inn
35.02	Property			Courtyard by Marriott
36	Loan	40, 41, 42	CGM	All Saints Retail Condo	Rent Abatement Reserve
37	Loan	11, 43, 44	GSMC	Southpark Office Building
38	Loan	45	GSMC	Albuquerque Hilton Garden Inn
39	Loan		CGM	Park Point Syracuse University	Initial: Prepaid Rent Reserve ($200,588.00) and Seasonality Reserve ($104,660.00); Ongoing Other Reserve: Seasonality Reserve ($10,675.32 commences on August 6, 2011 through May 6, 2012 (2% increases every School Year))
40	Loan	46	GSMC	Branhaven Plaza
41	Loan		GSMC	Plaza at Cottonwood
42	Loan		GSMC	ARCT Wal-Mart & Sam’s Portfolio
42.01	Property			Wal-Mart Supercenter
42.02	Property			Sam’s Club
43	Loan		CGM	Merritt 8
44	Loan	11, 47	GSMC	Embassy Suites - Tempe	Initial Reserve: PIP Reserve ($3,000,000) and Seasonality Reserve ($325,000); Ongoing Other Reserve: Seasonality Reserve ($36,100.00 due on each Payment Date in October - June)
45	Loan		CGM	848 Brickell Plaza
46	Loan	48	GSMC	Alhambra Renaissance Center
47	Loan		CGM	Consumer Square West
48	Loan		CGM	Cornell 55
49	Loan		CGM	Whole Foods Charlottesville
50	Loan		CGM	Richmond Office Portfolio	Free Rent Reserve
50.01	Property			One Holland Place
50.02	Property			Vistas I & II
51	Loan		CGM	One Crescent Place MHC
52	Loan		CGM	Pacific Village Center
53	Loan		CGM	Pelham Towne Center
54	Loan	11, 49	GSMC	Hampton Inn - Colorado Springs South	Seasonality Reserves (Collected in July, August and September)
55	Loan		CGM	SST - Racetrack & Bonanza Self Storage
55.01	Property			Racetrack Self Storage
55.02	Property			Bonanza Self Storage
56	Loan		CGM	Copper Mill Apartments
57	Loan		CGM	Sierra Forest Apartments
58	Loan		CGM	Sherman Oaks Plaza	Porky’s Reserve ($614,000), Allen Medical Reserve ($13,500) and Icon Novelty Reserve ($7,500)
59	Loan		CGM	Cumberland Apartments
60	Loan		CGM	Crestmont Apartments
61	Loan		CGM	Smith & American MHP Portfolio
62	Loan		CGM	Bingham Station	Gap Rent Reserve
63	Loan		CGM	Heritage Trace Apartments
64	Loan		CGM	Riviera Shopping Center	Roof Replacement Reserve
65	Loan		CGM	Winterhaven Square	Rainbow USA Reserve
66	Loan		CGM	Shoppes at Stonebrook
67	Loan		CGM	Holiday Park
68	Loan		CGM	Lake Zurich	REA Disputed Payment Reserve
69	Loan		CGM	Elm Grove Apartments
70	Loan		CGM	The Ridge MHP & Eastwood Hills	Upgrade Reserve
71	Loan		CGM	Ivanhoe MHP
72	Loan		CGM	Foot Locker - Brooklyn, NY
73	Loan		CGM	Gateway Plaza II
74	Loan		CGM	Oakhurst MHP

A-29/30

GSMS 2011-GC5 Annex A

Control	Loan /		Mortgage
Number	Property Flag	Footnotes	Loan Seller	Property Name	Borrower Name
1	Loan	7	GSMC	Park Place Mall	Park Mall L.L.C.
2	Loan	8	CGM	1551 Broadway	1551 Broadway Owner LLC and 1555 Broadway Owner LLC
3	Loan	9	GSMC	Copper Beech Portfolio	Copper Beech Townhome Communities IUP Buy SPE, LLC; Copper Beech Townhome Communities Twenty Six SPE, LLC; Copper Beech Townhome Communities Twenty Eight SPE, LLC and Copper Beech Townhome Communities Twenty Nine SPE, LLC
3.01	Property			CBTC 28 Harrisonburg
3.02	Property			CBTC 26 Morgantown
3.03	Property	9		CBTC 29 San Marcos
3.04	Property			CBTC 3 IUP
4	Loan	10, 11, 12	GSMC	Hyatt Regency Boston	CHSP Boston II LLC
5	Loan	13, 14	GSMC	Parkdale Mall & Crossing	Parkdale Mall CMBS, LLC and Parkdale Crossing CMBS, LLC
6	Loan	15	CGM	Shoppes at Chino Hills	Chino Hills Mall LLC
7	Loan		GSMC	Museum Square	5757 Wilshire LLC
8	Loan	16	GSMC	Cole Portfolio	Cole CH/MG Flanders NJ, LLC, Cole CV Jacksonville FL, LLC, Cole CV Lawrence KS, LLC, Cole CV Dover DE, LLC, Cole MT Daytona Beach FL, LLC, Cole MT Port Arthur TX, LLC, Cole OB Kansas City MO, LLC, Cole OB Mesa AZ, LLC, Cole OB Peoria AZ, LLC, Cole OR Christiansburg VA, LLC, Cole OR Highlands TX, LLC, Cole OR Houston TX, LLC, Cole OR San Antonio TX, LLC, Cole TS Hamilton OH, LLC, Cole TS Nixa MO, LLC and Cole UL Jackson TN, LLC
8.01	Property			Volusia Square
8.02	Property			Shoppes at Port Arthur
8.03	Property			CVS - Jacksonville
8.04	Property			CVS - Lawrence
8.05	Property			CVS (Ground) - Dover
8.06	Property			On the Border - Mesa
8.07	Property			On the Border - Peoria
8.08	Property			Chili’s
8.09	Property			On the Border - Kansas City
8.10	Property			Ulta
8.11	Property			Tractor Supply - Nixa
8.12	Property			Tractor Supply - Hamilton
8.13	Property			Macaroni Grill
8.14	Property			O’Reilly Auto Parts - San Antonio
8.15	Property			O’Reilly Auto Parts - Christiansburg
8.16	Property			O’Reilly Auto Parts - Houston
8.17	Property			O’Reilly Auto Parts - Highlands
9	Loan	11	GSMC	Ashland Town Center	ATC Glimcher, LLC
10	Loan	17, 18, 19, 20, 21	GSMC	AppleTree Business Park	Appletree Realty Holdings, LLC
11	Loan	22, 23	GSMC	Lake Buena Vista Factory Stores Phase I	Lake Buena Vista Joint Venture, LLC
12	Loan	22	GSMC	Lake Buena Vista Factory Stores Phase II	Lake Buena Vista Joint Venture Phase II, LLC
13	Loan	24, 25	GSMC	Champlain Centre	Champlain Centre North LLC
14	Loan		CGM	Prentiss Creek Apartments	PBH Prentiss Creek, LLC
15	Loan	26, 27, 28	CGM	Red Lion Hotel - Seattle, WA	LEI AG-Seattle, LLC
16	Loan	11, 29	GSMC	Courtyard and Residence Inn - Franklin	CHMK Cool Springs Hotel Partners, LLC and CHMK Franklin Hotel Partners, LLC
16.01	Property			Courtyard by Marriott
16.02	Property			Residence Inn
17	Loan	30	GSMC	Rivercrest Realty Portfolio 2	Bluefield (Ridgeview) WMS, LLC, Columbia (Northpointe) WMS, LLC, Hendersonville (Highlands) WMS, LLC and Princeton (East River) WMS, LLC
17.01	Property	31		Northpointe Commons
17.02	Property	31		Highlands Square
17.03	Property	30		Ridgeview Plaza
17.04	Property	30		East River Plaza
18	Loan	32	CGM	250 Mercer Street	Mercer Square LLC
19	Loan	33	CGM	1117 Perimeter Center West	CRP Holdings 1117 PCW, LLC
20	Loan		CGM	Lehigh Valley Portfolio - Group 4	2041 Ave C, LP, 2196 Ave C, LP, 2201 Hangar Place, LP, 2202 Hangar Place, LP, 754 Roble Road, LP, 764 Roble Road, LP, 944 Marcon Blvd, LP, 954 Marcon Blvd, LP, 964 Marcon Blvd, LP, 974 Marcon Blvd, LP, 7277 William Ave, LP, 7355 William Ave, LP, 7562 Penn Drive, LP, 57 S. Commerce Way, LP
20.01	Property			57 South Commerce Way
20.02	Property			754 Roble Road
20.03	Property			2202 Hangar Place
20.04	Property			944 Marcon Boulevard
20.05	Property			2196 Avenue C
20.06	Property			7355 William Avenue
20.07	Property			974 Marcon Boulevard
20.08	Property			964 Marcon Boulevard
20.09	Property			954 Marcon Boulevard
20.10	Property			2201 Hangar Place
20.11	Property	34		7277 William Avenue
20.12	Property			2041 Avenue C
20.13	Property			7562 Penn Drive
20.14	Property			764 Roble Road
21	Loan		CGM	Harrison Executive Park	Westchester Avenue Associates LLC
22	Loan		GSMC	Oaks Apartments	Postoak Sanford, L.L.C.
23	Loan		GSMC	White Marlin Mall	WM Acceptance LLC
24	Loan		CGM	Lehigh Valley Portfolio - Group 2	3701 Corporate Pky, LP and 3773 Corporate Pky, LP
24.01	Property			3701 Corporate Parkway
24.02	Property			3773 Corporate Parkway
25	Loan	35	GSMC	Arbor Park Shopping Center	Arbor Park Dunhill, LLC
26	Loan		CGM	Trinity Square Crossed Portfolio	Trinity Square Acquisition LLC, Secretariat Kettering Acquisition LLC, Secretariat Medina SGC Acquisition LLC, Secretariat Monroe WC Acquisition LLC, Secretariat Berea AA Acquisition LLC, Secretariat Columbus AA Acquisition LLC, Secretariat Sandusky AA Acquisition LLC, Secretariat N.P. Acquisition LLC
26.01	Property			Trinity Square Retail Center
26.02	Property			MeadWestVaco - Kettering, OH
26.03	Property			Stonegate Corner - Medina, OH
26.04	Property			Aspen Dental and AT&T - Monroe, MI
26.05	Property			Advance Auto Parts - Berea, OH
26.06	Property			Advance Auto Parts - Sandusky, MI
26.07	Property			Advance Auto Parts - Columbus, OH
26.08	Property			Aspen Dental and AT&T - New Philadelphia, OH
27	Loan	11, 36	GSMC	Hilton Suites Lexington Green	JC-LEX, LLC
28	Loan		CGM	The Hills	Fenton Richlands, LLC
29	Loan	37	GSMC	Houston Design Center	RC Partners, LP
30	Loan		CGM	ARC Portfolio III	ARC TSDEMAL001, LLC, ARC FEAARMI001, LLC, ARC CVCHHMI001, LLC, ARC TSNBSTX001, LLC, ARC CPSTPNY001, LLC
30.01	Property			FedEx Ground - Saline, MI
30.02	Property			CVS - Stony Point, NY
30.03	Property			CVS - Charlotte, MI
30.04	Property			Provident Bank - Stony Point, NY
30.05	Property			Tractor Supply Company - Demopolis, AL
30.06	Property			Tractor Supply Company - New Boston, TX
31	Loan		CGM	Loyal Plaza	Loyal Plaza Associates. L.P.
32	Loan		CGM	ATD	ARC ATMTPSC001, LLC
33	Loan	11, 38	GSMC	Holiday Inn Express Anchorage	Spenard Innvestments, L.L.C.
34	Loan		CGM	Midland Apartment Portfolio	Midland Mulberry LLC, Midland Perrine, LLC and Midland Robin LLC
34.01	Property			Mulberry Lane Apartments
34.02	Property			Robin Oaks Apartments
34.03	Property			Perrine Pointe Apartments
35	Loan	11, 39	GSMC	Courtyard and Residence Inn - Southaven	CHMK Court Hotel Partners, LLC and CHMK Residence Hotel Partners, LLC
35.01	Property			Residence Inn
35.02	Property			Courtyard by Marriott
36	Loan	40, 41, 42	CGM	All Saints Retail Condo	BVK New York Retail LLC
37	Loan	11, 43, 44	GSMC	Southpark Office Building	MIC Austin Owner, LLC
38	Loan	45	GSMC	Albuquerque Hilton Garden Inn	New Omni Hospitality, LLC
39	Loan		CGM	Park Point Syracuse University	Wilsu, LLC
40	Loan	46	GSMC	Branhaven Plaza	KIOP Branford LLC
41	Loan		GSMC	Plaza at Cottonwood	LF II Cottonwood LP dba LF II Cottonwood Limited Partnership
42	Loan		GSMC	ARCT Wal-Mart & Sam’s Portfolio	ARC WMBLYAR001, LLC and ARC SCAUGGA001, LLC
42.01	Property			Wal-Mart Supercenter
42.02	Property			Sam’s Club
43	Loan		CGM	Merritt 8	Merritt 8 Owner LLC
44	Loan	11, 47	GSMC	Embassy Suites - Tempe	EST 2011 L.P.
45	Loan		CGM	848 Brickell Plaza	848 Brickell LLC
46	Loan	48	GSMC	Alhambra Renaissance Center	Hillcrest Renaissance Associates, L.P.
47	Loan		CGM	Consumer Square West	BAI Consumer Square West LLC
48	Loan		CGM	Cornell 55	5500 S. Cornell, LLC
49	Loan		CGM	Whole Foods Charlottesville	Hydraulic Station, LLC
50	Loan		CGM	Richmond Office Portfolio	Lar Don Realty LC
50.01	Property			One Holland Place
50.02	Property			Vistas I & II
51	Loan		CGM	One Crescent Place MHC	5365 Southcross Ranch, LP
52	Loan		CGM	Pacific Village Center	Pacific Village Properties LLC
53	Loan		CGM	Pelham Towne Center	Encore Retail BPTC, LLC
54	Loan	11, 49	GSMC	Hampton Inn - Colorado Springs South	CHMK World Arena Hotel Partners, LLC
55	Loan		CGM	SST - Racetrack & Bonanza Self Storage	SSTI 4851 E Bonanza RD, LLC, SSTI 733 S Racetrack RD, LLC
55.01	Property			Racetrack Self Storage
55.02	Property			Bonanza Self Storage
56	Loan		CGM	Copper Mill Apartments	IRT Copper Mill Apartments Texas, LLC
57	Loan		CGM	Sierra Forest Apartments	MSC Investment and Management, LLC
58	Loan		CGM	Sherman Oaks Plaza	13949 LLC
59	Loan		CGM	Cumberland Apartments	IRT Cumberland Glen Apartments Georgia, LLC
60	Loan		CGM	Crestmont Apartments	IRT Crestmont Apartments Georgia, LLC
61	Loan		CGM	Smith & American MHP Portfolio	Smith & American Mobile Home Parks, LLC
62	Loan		CGM	Bingham Station	VP Fayetteville DE, LLC
63	Loan		CGM	Heritage Trace Apartments	IRT Heritage Trace Apartments Virginia, LLC
64	Loan		CGM	Riviera Shopping Center	Riviera Shopping Center, L.L.C.
65	Loan		CGM	Winterhaven Square	PUB-WHS, LLC
66	Loan		CGM	Shoppes at Stonebrook	Stonebrook Shopping Center, LLC
67	Loan		CGM	Holiday Park	Holiday Park, LLC
68	Loan		CGM	Lake Zurich	LVF Lake Zurich LLC
69	Loan		CGM	Elm Grove Apartments	PCL Elm Grove Apartments, LLC
70	Loan		CGM	The Ridge MHP & Eastwood Hills	Eastwood Hills Mobile Home Park Limited Partnership and Eastwood Investors Limited Partnership
71	Loan		CGM	Ivanhoe MHP	Stonetown Ivanhoe Land, LLC
72	Loan		CGM	Foot Locker - Brooklyn, NY	ARC NY86STR001, LLC
73	Loan		CGM	Gateway Plaza II	Litchfield Investments Conway, LLC
74	Loan		CGM	Oakhurst MHP	Ninety East Limited Partnership

A-31/32

GSMS 2011-GC5 Annex A


Control	Loan /		Mortgage			Loan	Loan Amount		Subordinate
Number	Property Flag	Footnotes	Loan Seller	Property Name	Sponsor Name	Purpose	(sources)	Sponsor Equity	Debt	Other Sources	Total Sources
1	Loan	7	GSMC	Park Place Mall	GGPLP L.L.C.	Refinance	200,000,000	0	0	0	200,000,000
2	Loan	8	CGM	1551 Broadway	Jeff Sutton	Refinance	180,000,000	0	0	1,900,000	181,900,000
3	Loan	9	GSMC	Copper Beech Portfolio	John R. McWhirter and Jeanette D. McWhirter	Refinance	120,000,000	0	10,000,000	0	130,000,000
3.01	Property			CBTC 28 Harrisonburg
3.02	Property			CBTC 26 Morgantown
3.03	Property	9		CBTC 29 San Marcos
3.04	Property			CBTC 3 IUP
4	Loan	10, 11, 12	GSMC	Hyatt Regency Boston	Chesapeake Lodging, L.P.	Refinance	95,000,000	0	0	0	95,000,000
5	Loan	13, 14	GSMC	Parkdale Mall & Crossing	CBL & Associates Properties, Inc.	Refinance	95,000,000	12,792,829	0	0	107,792,829
6	Loan	15	CGM	Shoppes at Chino Hills	Manouchehr Moshayedi and Mehrdad Moshayedi	Refinance	61,000,000	0	0	660,000	61,660,000
7	Loan		GSMC	Museum Square	Jerome H. Snyder and William Glikbarg	Refinance	58,400,000	65,000	0	0	58,465,000
8	Loan	16	GSMC	Cole Portfolio	Cole Credit Property Trust III, Inc.	Acquisition	46,670,000	39,745,702	0	0	86,415,702
8.01	Property			Volusia Square
8.02	Property			Shoppes at Port Arthur
8.03	Property			CVS - Jacksonville
8.04	Property			CVS - Lawrence
8.05	Property			CVS (Ground) - Dover
8.06	Property			On the Border - Mesa
8.07	Property			On the Border - Peoria
8.08	Property			Chili’s
8.09	Property			On the Border - Kansas City
8.10	Property			Ulta
8.11	Property			Tractor Supply - Nixa
8.12	Property			Tractor Supply - Hamilton
8.13	Property			Macaroni Grill
8.14	Property			O’Reilly Auto Parts - San Antonio
8.15	Property			O’Reilly Auto Parts - Christiansburg
8.16	Property			O’Reilly Auto Parts - Houston
8.17	Property			O’Reilly Auto Parts - Highlands
9	Loan	11	GSMC	Ashland Town Center	Glimcher Properties Limited Partnership	Refinance	42,075,000	0	0	0	42,075,000
10	Loan	17, 18, 19, 20, 21	GSMC	AppleTree Business Park	AmCap, Incorporated and Jay A. Kaiser	Refinance	38,000,000	0	0	0	38,000,000
11	Loan	22, 23	GSMC	Lake Buena Vista Factory Stores Phase I	Samuel R. Sutton	Refinance	28,090,000	0	0	0	28,090,000
12	Loan	22	GSMC	Lake Buena Vista Factory Stores Phase II	Samuel R. Sutton	Refinance	7,540,000	52,549	0	0	7,592,549
13	Loan	24, 25	GSMC	Champlain Centre	Pyramid Champlain Company	Refinance	35,000,000	0	0	0	35,000,000
14	Loan		CGM	Prentiss Creek Apartments	Harry Bookey	Acquisition	34,500,000	11,529,194	5,000,000	1,539,882	52,569,076
15	Loan	26, 27, 28	CGM	Red Lion Hotel - Seattle, WA	Lowe Enterprises Investment Management, LLC and LEI AI-GL Hotels, LLC	Acquisition	32,000,000	26,841,523	10,300,000	3,713,155	72,854,678
16	Loan	11, 29	GSMC	Courtyard and Residence Inn - Franklin	Phillip H. McNeill Sr. and Robert G. Schaedle III	Refinance	31,275,000	187,553	0	0	31,462,553
16.01	Property			Courtyard by Marriott
16.02	Property			Residence Inn
17	Loan	30	GSMC	Rivercrest Realty Portfolio 2	Stanley Werb and Jonathan S. Gaines	Refinance	26,895,000	0	0	0	26,895,000
17.01	Property	31		Northpointe Commons
17.02	Property	31		Highlands Square
17.03	Property	30		Ridgeview Plaza
17.04	Property	30		East River Plaza
18	Loan	32	CGM	250 Mercer Street	Anthony P. Leichter and William A. Wiener	Refinance	26,000,000	0	0	50,000	26,050,000
19	Loan	33	CGM	1117 Perimeter Center West	Colony Realty Partners REIT	Refinance	25,100,000	919,465	0	45,000	26,064,465
20	Loan		CGM	Lehigh Valley Portfolio - Group 4	Penncap Properties Portfolio, LP	Acquisition	23,110,000	10,609,587	0	562,200	34,281,787
20.01	Property			57 South Commerce Way
20.02	Property			754 Roble Road
20.03	Property			2202 Hangar Place
20.04	Property			944 Marcon Boulevard
20.05	Property			2196 Avenue C
20.06	Property			7355 William Avenue
20.07	Property			974 Marcon Boulevard
20.08	Property			964 Marcon Boulevard
20.09	Property			954 Marcon Boulevard
20.10	Property			2201 Hangar Place
20.11	Property	34		7277 William Avenue
20.12	Property			2041 Avenue C
20.13	Property			7562 Penn Drive
20.14	Property			764 Roble Road
21	Loan		CGM	Harrison Executive Park	Joseph Simone and John Fareri	Refinance	20,500,000	0	0	265,000	20,765,000
22	Loan		GSMC	Oaks Apartments	O.A. Keller III and W. Carter Keller	Refinance	19,230,000	0	0	0	19,230,000
23	Loan		GSMC	White Marlin Mall	Greenberg Gibbons Commercial Corporation	Refinance	19,000,000	0	0	0	19,000,000
24	Loan		CGM	Lehigh Valley Portfolio - Group 2	Penncap Properties Portfolio, LP	Acquisition	17,000,000	7,307,718	0	440,000	24,747,718
24.01	Property			3701 Corporate Parkway
24.02	Property			3773 Corporate Parkway
25	Loan	35	GSMC	Arbor Park Shopping Center	William L. Hutchinson	Acquisition	16,837,500	6,799,648	0	0	23,637,148
26	Loan		CGM	Trinity Square Crossed Portfolio	Michael Zunenshine	Acquisition	16,135,000	8,596,378	0	0	24,731,378
26.01	Property			Trinity Square Retail Center
26.02	Property			MeadWestVaco - Kettering, OH
26.03	Property			Stonegate Corner - Medina, OH
26.04	Property			Aspen Dental and AT&T - Monroe, MI
26.05	Property			Advance Auto Parts - Berea, OH
26.06	Property			Advance Auto Parts - Sandusky, MI
26.07	Property			Advance Auto Parts - Columbus, OH
26.08	Property			Aspen Dental and AT&T - New Philadelphia, OH
27	Loan	11, 36	GSMC	Hilton Suites Lexington Green	Magna Hotel Fund III, L.P.	Acquisition	15,750,000	7,077,641	0	0	22,827,641
28	Loan		CGM	The Hills	Thomas E. Roberts, The Thomas E. Roberts Revocable Living Trust, The Melody A. Roberts Lifetime Marital Trust, Michael J. Roberts, The Michael J. Roberts Revocable Living Trust, The Karin L. Roberts Lifetime Marital Trust	Refinance	15,500,000	151,674	0	113,000	15,764,674
29	Loan	37	GSMC	Houston Design Center	G. Grant Roane III	Refinance	15,000,000	0	0	0	15,000,000
30	Loan		CGM	ARC Portfolio III	American Realty Capital Operating Partnership, L.P.	Acquisition	14,780,000	14,955,000	0	0	29,735,000
30.01	Property			FedEx Ground - Saline, MI
30.02	Property			CVS - Stony Point, NY
30.03	Property			CVS - Charlotte, MI
30.04	Property			Provident Bank - Stony Point, NY
30.05	Property			Tractor Supply Company - Demopolis, AL
30.06	Property			Tractor Supply Company - New Boston, TX
31	Loan		CGM	Loyal Plaza	RC Cedar REIT LP	Refinance	14,800,000	0	0	47,500	14,847,500
32	Loan		CGM	ATD	American Realty Capital Operating Partnership, L.P.	Acquisition	13,800,000	13,392,996	0	316,000	27,508,996
33	Loan	11, 38	GSMC	Holiday Inn Express Anchorage	Bill Lawson	Refinance	13,700,000	0	0	0	13,700,000
34	Loan		CGM	Midland Apartment Portfolio	Roger J. Thornburg	Refinance	13,600,000	0	0	156,500	13,756,500
34.01	Property			Mulberry Lane Apartments
34.02	Property			Robin Oaks Apartments
34.03	Property			Perrine Pointe Apartments
35	Loan	11, 39	GSMC	Courtyard and Residence Inn - Southaven	Phillip H. McNeill Sr. and Robert G. Schaedle III	Refinance	13,500,000	1,105,653	0	0	14,605,653
35.01	Property			Residence Inn
35.02	Property			Courtyard by Marriott
36	Loan	40, 41, 42	CGM	All Saints Retail Condo	None	Acquisition	13,275,000	14,964,005	7,000,000	43,188	35,282,192
37	Loan	11, 43, 44	GSMC	Southpark Office Building	None	Acquisition	13,000,000	11,695,021	0	0	24,695,021
38	Loan	45	GSMC	Albuquerque Hilton Garden Inn	Legacy Development & Management, LLC	Refinance	12,600,000	0	0	0	12,600,000
39	Loan		CGM	Park Point Syracuse University	Thomas C. Wilmot, Sr.	Refinance	12,250,000	193,423	0	47,500	12,490,923
40	Loan	46	GSMC	Branhaven Plaza	None	Refinance	12,000,000	0	0	0	12,000,000
41	Loan		GSMC	Plaza at Cottonwood	Sterling Land and Shopping Center Development Fund II-C, L.P., Sterling Land and Shopping Center Development Fund II-S, L.P., Sterling Land and Shopping Center Development Fund II-CDN, L.P.	Refinance	12,000,000	0	0	0	12,000,000
42	Loan		GSMC	ARCT Wal-Mart & Sam’s Portfolio	American Realty Capital Operating Partnership, LP	Acquisition	11,500,000	14,164,097	0	0	25,664,097
42.01	Property			Wal-Mart Supercenter
42.02	Property			Sam’s Club
43	Loan		CGM	Merritt 8	L. Robert Lieb, Michael Seeve and Square Mile Partners II LP	Acquisition	11,250,000	4,350,000	0	50,000	15,650,000
44	Loan	11, 47	GSMC	Embassy Suites - Tempe	Sunstone (No. 3) Limited Partnership	Acquisition	11,000,000	11,642,713	0	0	22,642,713
45	Loan		CGM	848 Brickell Plaza	Key International, Inc. and Jose Ardid	Refinance	10,700,000	0	0	254,000	10,954,000
46	Loan	48	GSMC	Alhambra Renaissance Center	Theodore J. Slaught and Yvonne Hernandez Slaught	Refinance	10,500,000	0	0	0	10,500,000
47	Loan		CGM	Consumer Square West	Bon Aviv Holdings LLC.	Acquisition	10,050,000	4,331,263	0	50,000	14,431,263
48	Loan		CGM	Cornell 55	David H. Gefsky and Eli Ungar	Refinance	9,475,000	0	0	129,750	9,604,750
49	Loan		CGM	Whole Foods Charlottesville	James A. Morris and Alan R. Taylor	Acquisition	9,350,000	3,298,158	0	50,000	12,698,158
50	Loan		CGM	Richmond Office Portfolio	Donald H. Jaffey	Refinance	9,300,000	356,523	0	7,986,161	17,642,684
50.01	Property			One Holland Place
50.02	Property			Vistas I & II
51	Loan		CGM	One Crescent Place MHC	Jin Hong Yoo, Jin Woo Lee and Hae Rim Lee	Refinance	9,250,000	0	0	39,000	9,289,000
52	Loan		CGM	Pacific Village Center	H. Fredrick Peterson	Refinance	9,200,000	0	0	50,000	9,250,000
53	Loan		CGM	Pelham Towne Center	Encore Enterprises, Inc.	Acquisition	9,150,000	2,634,889	0	512,041	12,296,930
54	Loan	11, 49	GSMC	Hampton Inn - Colorado Springs South	Phillip H. McNeill Sr. and Robert G. Schaedle III	Refinance	8,450,000	1,073,623	0	0	9,523,623
55	Loan		CGM	SST - Racetrack & Bonanza Self Storage	Strategic Storage Trust Inc.	Acquisition	7,700,000	3,457,073	0	40,000	11,197,073
55.01	Property			Racetrack Self Storage
55.02	Property			Bonanza Self Storage
56	Loan		CGM	Copper Mill Apartments	Independence Realty Operating Partnership, LP	Acquisition	7,350,000	7,696,867	0	0	15,046,867
57	Loan		CGM	Sierra Forest Apartments	Gursharan S. Pannu	Refinance	7,200,000	0	0	77,027	7,277,027
58	Loan		CGM	Sherman Oaks Plaza	Karl Slovin and Bruce Slovin	Refinance	7,000,000	0	0	170,200	7,170,200
59	Loan		CGM	Cumberland Apartments	Independence Realty Operating Partnership, LP	Acquisition	6,900,000	7,187,228	0	0	14,087,228
60	Loan		CGM	Crestmont Apartments	Independence Realty Operating Partnership, LP	Acquisition	6,750,000	7,028,581	0	0	13,778,581
61	Loan		CGM	Smith & American MHP Portfolio	Thomas A. Smith and The Thomas A. Smith 2001 Trust	Refinance	6,500,000	0	0	40,000	6,540,000
62	Loan		CGM	Bingham Station	Martin D. Koon, T. Cameron Finley, James R. Walsh, Jr.	Refinance	5,658,000	0	0	36,500	5,694,500
63	Loan		CGM	Heritage Trace Apartments	Independence Realty Operating Partnership, LP	Acquisition	5,500,000	5,891,301	0	0	11,391,301
64	Loan		CGM	Riviera Shopping Center	Peter L. Dwares	Refinance	5,000,000	0	0	37,500	5,037,500
65	Loan		CGM	Winterhaven Square	Jack Forgash, Bruce G. Hermelee and Natalia Lvova	Refinance	4,500,000	0	0	40,000	4,540,000
66	Loan		CGM	Shoppes at Stonebrook	Karen Tenner Sachse, The Karen T. Sachse Revocable Trust, Lee A. Hurwitz, Richard Broder	Acquisition	4,500,000	2,423,040	0	50,000	6,973,040
67	Loan		CGM	Holiday Park	Robert C. Morgan	Refinance	4,500,000	0	0	35,000	4,535,000
68	Loan		CGM	Lake Zurich	Lion Value Fund Holdings, L.L.C.	Refinance	4,350,000	326,534	0	47,500	4,724,034
69	Loan		CGM	Elm Grove Apartments	Chris Peterson and Brian Burke	Acquisition	4,012,500	1,595,081	0	50,000	5,657,581
70	Loan		CGM	The Ridge MHP & Eastwood Hills	Ronald K. Weiss	Refinance	3,375,000	0	0	35,000	3,410,000
71	Loan		CGM	Ivanhoe MHP	Roy Lapidus	Refinance	3,300,000	138,901	0	47,500	3,486,401
72	Loan		CGM	Foot Locker - Brooklyn, NY	New York Recovery Operating Partnership, L.P.	Acquisition	3,250,000	3,279,022	0	35,000	6,564,022
73	Loan		CGM	Gateway Plaza II	Francis Greenburger	Acquisition	3,100,000	0	0	47,500	3,147,500
74	Loan		CGM	Oakhurst MHP	Mark Coleman	Refinance	1,825,000	0	0	37,500	1,862,500

A-33/34

GSMS 2011-GC5 Annex A


Control	Loan /		Mortgage						Sponsor Equity				Cash	Ground
Number	Property Flag	Footnotes	Loan Seller	Property Name	Loan Payoff	Purchase Price	Closing Costs	Reserves	Distribution	Other Uses	Total Uses	Lockbox	Management	Lease Y/N
1	Loan	7	GSMC	Park Place Mall	170,676,409	0	992,761	2,710,345	25,620,485	0	200,000,000	Hard	In Place	No
2	Loan	8	CGM	1551 Broadway	126,206,397	0	3,601,516	0	52,092,087	0	181,900,000	Hard	Springing	No
3	Loan	9	GSMC	Copper Beech Portfolio	105,462,532	0	1,021,297	11,451,374	12,064,797	0	130,000,000	Springing	Springing
3.01	Property			CBTC 28 Harrisonburg										No
3.02	Property			CBTC 26 Morgantown										No
3.03	Property	9		CBTC 29 San Marcos										No
3.04	Property			CBTC 3 IUP										No
4	Loan	10, 11, 12	GSMC	Hyatt Regency Boston	80,000,000	0	411,583	1,715,000	12,873,417	0	95,000,000	Hard	In Place	No
5	Loan	13, 14	GSMC	Parkdale Mall & Crossing	106,574,672	0	358,101	860,056	0	0	107,792,829	Hard	Springing	No
6	Loan	15	CGM	Shoppes at Chino Hills	41,803,712	0	748,855	2,408,253	16,699,180	0	61,660,000	Hard	Springing	No
7	Loan		GSMC	Museum Square	54,390,250	0	743,061	3,298,832	32,857	0	58,465,000	Hard	In Place	No
8	Loan	16	GSMC	Cole Portfolio	0	84,857,265	1,484,260	74,177	0	0	86,415,702	Hard	In Place
8.01	Property			Volusia Square										No
8.02	Property			Shoppes at Port Arthur										No
8.03	Property			CVS - Jacksonville										No
8.04	Property			CVS - Lawrence										No
8.05	Property			CVS (Ground) - Dover										No
8.06	Property			On the Border - Mesa										No
8.07	Property			On the Border - Peoria										No
8.08	Property			Chili’s										No
8.09	Property			On the Border - Kansas City										No
8.10	Property			Ulta										No
8.11	Property			Tractor Supply - Nixa										No
8.12	Property			Tractor Supply - Hamilton										No
8.13	Property			Macaroni Grill										No
8.14	Property			O’Reilly Auto Parts - San Antonio										No
8.15	Property			O’Reilly Auto Parts - Christiansburg										No
8.16	Property			O’Reilly Auto Parts - Houston										No
8.17	Property			O’Reilly Auto Parts - Highlands										No
9	Loan	11	GSMC	Ashland Town Center	22,765,450	0	537,704	450,200	18,321,646	0	42,075,000	Hard	In Place	No
10	Loan	17, 18, 19, 20, 21	GSMC	AppleTree Business Park	32,048,587	0	692,012	3,114,284	2,145,117	0	38,000,000	Hard	In Place	No
11	Loan	22, 23	GSMC	Lake Buena Vista Factory Stores Phase I	15,937,664	0	1,338,196	1,155,037	9,659,102	0	28,090,000	Hard	In Place	No
12	Loan	22	GSMC	Lake Buena Vista Factory Stores Phase II	6,801,614	0	476,341	314,594	0	0	7,592,549	Hard	In Place	No
13	Loan	24, 25	GSMC	Champlain Centre	28,109,120	0	441,731	1,221,809	5,227,341	0	35,000,000	Hard	In Place	No
14	Loan		CGM	Prentiss Creek Apartments	0	49,300,000	904,514	2,364,562	0	0	52,569,076	Soft	Springing	No
15	Loan	26, 27, 28	CGM	Red Lion Hotel - Seattle, WA	0	71,000,000	1,304,101	550,577	0	0	72,854,678	Hard	In Place	No
16	Loan	11, 29	GSMC	Courtyard and Residence Inn - Franklin	30,903,722	0	409,235	149,596	0	0	31,462,553	Hard	In Place
16.01	Property			Courtyard by Marriott										No
16.02	Property			Residence Inn										No
17	Loan	30	GSMC	Rivercrest Realty Portfolio 2	24,083,720	0	440,523	1,492,006	878,751	0	26,895,000	Springing	Springing
17.01	Property	31		Northpointe Commons										No
17.02	Property	31		Highlands Square										No
17.03	Property	30		Ridgeview Plaza										No
17.04	Property	30		East River Plaza										No
18	Loan	32	CGM	250 Mercer Street	22,218,061	0	274,021	2,423,776	1,134,142	0	26,050,000	Springing	Springing	No
19	Loan	33	CGM	1117 Perimeter Center West	23,500,000	0	432,492	2,131,973	0	0	26,064,465	Hard	Springing	No
20	Loan		CGM	Lehigh Valley Portfolio - Group 4	0	29,818,278	1,720,691	2,742,817	0	0	34,281,787	Hard	Springing
20.01	Property			57 South Commerce Way										No
20.02	Property			754 Roble Road										No
20.03	Property			2202 Hangar Place										No
20.04	Property			944 Marcon Boulevard										No
20.05	Property			2196 Avenue C										No
20.06	Property			7355 William Avenue										No
20.07	Property			974 Marcon Boulevard										No
20.08	Property			964 Marcon Boulevard										No
20.09	Property			954 Marcon Boulevard										No
20.10	Property			2201 Hangar Place										No
20.11	Property	34		7277 William Avenue										No
20.12	Property			2041 Avenue C										No
20.13	Property			7562 Penn Drive										No
20.14	Property			764 Roble Road										No
21	Loan		CGM	Harrison Executive Park	14,546,467	0	678,766	1,175,728	4,364,039	0	20,765,000	Hard	Springing	No
22	Loan		GSMC	Oaks Apartments	15,673,629	0	339,822	159,455	3,057,094	0	19,230,000	None	None	No
23	Loan		GSMC	White Marlin Mall	18,040,735	0	300,221	237,988	421,056	0	19,000,000	Hard	In Place	Yes
24	Loan		CGM	Lehigh Valley Portfolio - Group 2	0	22,490,328	1,094,016	1,163,374	0	0	24,747,718	Hard	Springing
24.01	Property			3701 Corporate Parkway										No
24.02	Property			3773 Corporate Parkway										No
25	Loan	35	GSMC	Arbor Park Shopping Center	0	22,450,000	349,468	837,679	0	0	23,637,148	Hard	In Place	No
26	Loan		CGM	Trinity Square Crossed Portfolio	0	24,239,000	0	492,378	0	0	24,731,378	Hard	Springing
26.01	Property			Trinity Square Retail Center										No
26.02	Property			MeadWestVaco - Kettering, OH										No
26.03	Property			Stonegate Corner - Medina, OH										No
26.04	Property			Aspen Dental and AT&T - Monroe, MI										No
26.05	Property			Advance Auto Parts - Berea, OH										No
26.06	Property			Advance Auto Parts - Sandusky, MI										No
26.07	Property			Advance Auto Parts - Columbus, OH										No
26.08	Property			Aspen Dental and AT&T - New Philadelphia, OH										No
27	Loan	11, 36	GSMC	Hilton Suites Lexington Green	0	20,500,000	222,984	2,104,657	0	0	22,827,641	Hard	Springing	No
28	Loan		CGM	The Hills	15,334,227	0	313,552	116,895	0	0	15,764,674	Hard	Springing	No
29	Loan	37	GSMC	Houston Design Center	12,870,412	0	327,289	320,532	1,481,767	0	15,000,000	Soft	In Place	No
30	Loan		CGM	ARC Portfolio III	0	29,735,000	0	0	0	0	29,735,000	Hard	Springing
30.01	Property			FedEx Ground - Saline, MI										No
30.02	Property			CVS - Stony Point, NY										No
30.03	Property			CVS - Charlotte, MI										No
30.04	Property			Provident Bank - Stony Point, NY										No
30.05	Property			Tractor Supply Company - Demopolis, AL										No
30.06	Property			Tractor Supply Company - New Boston, TX										No
31	Loan		CGM	Loyal Plaza	12,361,947	0	261,768	683,000	1,540,785	0	14,847,500	Hard	Springing	Yes
32	Loan		CGM	ATD	0	27,275,000	233,996	0	0	0	27,508,996	Hard	Springing	No
33	Loan	11, 38	GSMC	Holiday Inn Express Anchorage	9,743,223	0	365,821	1,244,148	2,346,808	0	13,700,000	Hard	Springing	No
34	Loan		CGM	Midland Apartment Portfolio	12,296,352	0	637,032	134,619	688,497	0	13,756,500	Springing	Springing
34.01	Property			Mulberry Lane Apartments										No
34.02	Property			Robin Oaks Apartments										No
34.03	Property			Perrine Pointe Apartments										No
35	Loan	11, 39	GSMC	Courtyard and Residence Inn - Southaven	14,103,565	0	396,875	105,213	0	0	14,605,653	Hard	In Place
35.01	Property			Residence Inn										No
35.02	Property			Courtyard by Marriott										No
36	Loan	40, 41, 42	CGM	All Saints Retail Condo	0	34,000,000	416,672	865,520	0	0	35,282,192	Hard	Springing	No
37	Loan	11, 43, 44	GSMC	Southpark Office Building	0	24,390,000	154,163	150,858	0	0	24,695,021	Hard	In Place	No
38	Loan	45	GSMC	Albuquerque Hilton Garden Inn	12,250,241	0	266,378	24,524	58,857	0	12,600,000	Hard	In Place	No
39	Loan		CGM	Park Point Syracuse University	11,932,763	0	223,293	334,866	0	0	12,490,923	Springing	Springing	Yes
40	Loan	46	GSMC	Branhaven Plaza	9,757,772	0	119,633	100,246	2,022,348	0	12,000,000	Springing	Springing	No
41	Loan		GSMC	Plaza at Cottonwood	0	0	327,199	30,214	11,642,587	0	12,000,000	Springing	Springing	No
42	Loan		GSMC	ARCT Wal-Mart & Sam’s Portfolio	0	25,234,324	292,115	137,658	0	0	25,664,097	Hard	In Place
42.01	Property			Wal-Mart Supercenter										No
42.02	Property			Sam’s Club										No
43	Loan		CGM	Merritt 8	0	14,422,245	1,210,217	17,538	0	0	15,650,000	Hard	Springing	No
44	Loan	11, 47	GSMC	Embassy Suites - Tempe	0	19,000,000	212,702	3,430,011	0	0	22,642,713	Springing	Springing	No
45	Loan		CGM	848 Brickell Plaza	9,339,345	0	228,879	382,298	1,003,478	0	10,954,000	Hard	Springing	Yes
46	Loan	48	GSMC	Alhambra Renaissance Center	9,828,447	0	239,574	24,791	407,188	0	10,500,000	Hard	In Place	No
47	Loan		CGM	Consumer Square West	0	13,300,000	557,472	573,791	0	0	14,431,263	Hard	Springing	No
48	Loan		CGM	Cornell 55	7,426,873	0	255,819	114,703	1,807,355	0	9,604,750	Soft	Springing	No
49	Loan		CGM	Whole Foods Charlottesville	0	12,500,000	180,958	17,200	0	0	12,698,158	Hard	In Place	Yes
50	Loan		CGM	Richmond Office Portfolio	16,744,711	0	264,463	633,510	0	0	17,642,684	Hard	Springing
50.01	Property			One Holland Place										No
50.02	Property			Vistas I & II										No
51	Loan		CGM	One Crescent Place MHC	8,234,049	0	235,118	23,146	796,688	0	9,289,000	Soft	Springing	No
52	Loan		CGM	Pacific Village Center	6,694,164	0	297,128	83,291	2,175,418	0	9,250,000	Hard	Springing	No
53	Loan		CGM	Pelham Towne Center	0	12,000,000	184,193	112,737	0	0	12,296,930	Springing	Springing	No
54	Loan	11, 49	GSMC	Hampton Inn - Colorado Springs South	9,223,568	0	275,009	25,046	0	0	9,523,623	Hard	In Place	No
55	Loan		CGM	SST - Racetrack & Bonanza Self Storage	0	11,000,000	163,207	33,867	0	0	11,197,073	Soft	Springing
55.01	Property			Racetrack Self Storage										No
55.02	Property			Bonanza Self Storage										No
56	Loan		CGM	Copper Mill Apartments	0	14,715,215	118,362	213,290	0	0	15,046,867	Soft	Springing	No
57	Loan		CGM	Sierra Forest Apartments	6,865,666	0	277,931	133,430	0	0	7,277,027	Soft	Springing	No
58	Loan		CGM	Sherman Oaks Plaza	0	0	161,034	714,178	6,294,987	0	7,170,200	Hard	Springing	No
59	Loan		CGM	Cumberland Apartments	0	13,800,000	127,358	159,870	0	0	14,087,228	Soft	Springing	No
60	Loan		CGM	Crestmont Apartments	0	13,500,000	131,669	146,912	0	0	13,778,581	Soft	Springing	No
61	Loan		CGM	Smith & American MHP Portfolio	5,309,188	0	142,335	147,517	940,959	0	6,540,000	Springing	Springing	No
62	Loan		CGM	Bingham Station	5,538,513	0	117,995	31,882	6,110	0	5,694,500	Hard	Springing	No
63	Loan		CGM	Heritage Trace Apartments	0	11,000,000	184,399	206,902	0	0	11,391,301	Soft	Springing	No
64	Loan		CGM	Riviera Shopping Center	3,363,278	0	138,706	417,260	1,118,257	0	5,037,500	Springing	Springing	No
65	Loan		CGM	Winterhaven Square	0	0	187,322	207,452	4,145,225	0	4,540,000	Soft	Springing	No
66	Loan		CGM	Shoppes at Stonebrook	0	6,775,000	147,145	50,895	0	0	6,973,040	Hard	Springing	No
67	Loan		CGM	Holiday Park	2,917,435	0	168,511	7,057	1,441,998	0	4,535,000	Hard	Springing	No
68	Loan		CGM	Lake Zurich	4,523,895	0	121,857	78,282	0	0	4,724,034	Springing	Springing	No
69	Loan		CGM	Elm Grove Apartments	0	5,350,000	146,705	160,876	0	0	5,657,581	Springing	Springing	No
70	Loan		CGM	The Ridge MHP & Eastwood Hills	2,963,966	0	164,390	90,527	191,116	0	3,410,000	Springing	Springing	No
71	Loan		CGM	Ivanhoe MHP	3,301,592	0	120,359	64,449	0	0	3,486,401	Springing	Springing	No
72	Loan		CGM	Foot Locker - Brooklyn, NY	0	6,166,667	358,133	39,222	0	0	6,564,022	Hard	Springing	No
73	Loan		CGM	Gateway Plaza II	0	0	99,640	51,361	0	2,996,499	3,147,500	Hard	Springing	No
74	Loan		CGM	Oakhurst MHP	1,471,679	0	125,499	8,136	257,186	0	1,862,500	Springing	Springing	No

A-35/36

GSMS 2011-GC5 Annex A

Cut-Off Date

Control

Loan /

Mortgage

Ground Lease

Annual Ground

Cut-Off Date

B Note

Mezzanine

Mezzanine Debt

Terrorism Insurance

Control

Number

Property Flag

Footnotes

Loan Seller

Property Name

Expiration Date

Lease Payment ($)

B Note Balance ($)

Interest Rate

Debt Balance($)

Interest Rate

Required

Number

Loan

GSMC

Park Place Mall

Yes

Loan

CGM

1551 Broadway

Yes

Loan

GSMC

Copper Beech Portfolio

9,958,546

5.45000%

Yes

3.01

Property

CBTC 28 Harrisonburg

Yes

3.01

3.02

Property

CBTC 26 Morgantown

Yes

3.02

3.03

Property

CBTC 29 San Marcos

Yes

3.03

3.04

Property

CBTC 3 IUP

Yes

3.04

Loan

10, 11, 12

GSMC

Hyatt Regency Boston

Yes

Loan

13, 14

GSMC

Parkdale Mall & Crossing

Yes

Loan

CGM

Shoppes at Chino Hills

Yes

Loan

GSMC

Museum Square

Yes

Loan

GSMC

Cole Portfolio

Yes

8.01

Property

Volusia Square

Yes

8.01

8.02

Property

Shoppes at Port Arthur

Yes

8.02

8.03

Property

CVS - Jacksonville

Yes

8.03

8.04

Property

CVS - Lawrence

Yes

8.04

8.05

Property

CVS (Ground) - Dover

Yes

8.05

8.06

Property

On the Border - Mesa

Yes

8.06

8.07

Property

On the Border - Peoria

Yes

8.07

8.08

Property

Chili’s

Yes

8.08

8.09

Property

On the Border - Kansas City

Yes

8.09

8.10

Property

Ulta

Yes

8.10

8.11

Property

Tractor Supply - Nixa

Yes

8.11

8.12

Property

Tractor Supply - Hamilton

Yes

8.12

8.13

Property

Macaroni Grill

Yes

8.13

8.14

Property

O’Reilly Auto Parts - San Antonio

Yes

8.14

8.15

Property

O’Reilly Auto Parts - Christiansburg

Yes

8.15

8.16

Property

O’Reilly Auto Parts - Houston

Yes

8.16

8.17

Property

O’Reilly Auto Parts - Highlands

Yes

8.17

Loan

GSMC

Ashland Town Center

Yes

Loan

17, 18, 19, 20, 21

GSMC

AppleTree Business Park

Yes

Loan

22, 23

GSMC

Lake Buena Vista Factory Stores Phase I

Yes

Loan

GSMC

Lake Buena Vista Factory Stores Phase II

Yes

Loan

24, 25

GSMC

Champlain Centre

Yes

Loan

CGM

Prentiss Creek Apartments

4,965,324

4.11000%

Yes

Loan

26, 27, 28

CGM

Red Lion Hotel - Seattle, WA

10,300,000

11.00000%

Yes

Loan

11, 29

GSMC

Courtyard and Residence Inn - Franklin

Yes

16.01

Property

Courtyard by Marriott

Yes

16.01

16.02

Property

Residence Inn

Yes

16.02

Loan

GSMC

Rivercrest Realty Portfolio 2

Yes

17.01

Property

Northpointe Commons

Yes

17.01

17.02

Property

Highlands Square

Yes

17.02

17.03

Property

Ridgeview Plaza

Yes

17.03

17.04

Property

East River Plaza

Yes

17.04

Loan

CGM

250 Mercer Street

Yes

Loan

CGM

1117 Perimeter Center West

Yes

Loan

CGM

Lehigh Valley Portfolio - Group 4

Yes

20.01

Property

57 South Commerce Way

Yes

20.01

20.02

Property

754 Roble Road

Yes

20.02

20.03

Property

2202 Hangar Place

Yes

20.03

20.04

Property

944 Marcon Boulevard

Yes

20.04

20.05

Property

2196 Avenue C

Yes

20.05

20.06

Property

7355 William Avenue

Yes

20.06

20.07

Property

974 Marcon Boulevard

Yes

20.07

20.08

Property

964 Marcon Boulevard

Yes

20.08

20.09

Property

954 Marcon Boulevard

Yes

20.09

20.10

Property

2201 Hangar Place

Yes

20.10

20.11

Property

7277 William Avenue

Yes

20.11

20.12

Property

2041 Avenue C

Yes

20.12

20.13

Property

7562 Penn Drive

Yes

20.13

20.14

Property

764 Roble Road

Yes

20.14

Loan

CGM

Harrison Executive Park

Yes

Loan

GSMC

Oaks Apartments

Yes

Loan

GSMC

White Marlin Mall

12/30/2083

152,568

Yes

Loan

CGM

Lehigh Valley Portfolio - Group 2

Yes

24.01

Property

3701 Corporate Parkway

Yes

24.01

24.02

Property

3773 Corporate Parkway

Yes

24.02

Loan

GSMC

Arbor Park Shopping Center

Yes

Loan

CGM

Trinity Square Crossed Portfolio

Yes

26.01

Property

Trinity Square Retail Center

Yes

26.01

26.02

Property

MeadWestVaco - Kettering, OH

Yes

26.02

26.03

Property

Stonegate Corner - Medina, OH

Yes

26.03

26.04

Property

Aspen Dental and AT&T - Monroe, MI

Yes

26.04

26.05

Property

Advance Auto Parts - Berea, OH

Yes

26.05

26.06

Property

Advance Auto Parts - Sandusky, MI

Yes

26.06

26.07

Property

Advance Auto Parts - Columbus, OH

Yes

26.07

26.08

Property

Aspen Dental and AT&T - New Philadelphia, OH

Yes

26.08

Loan

11, 36

GSMC

Hilton Suites Lexington Green

Yes

Loan

CGM

The Hills

Yes

Loan

GSMC

Houston Design Center

Yes

Loan

CGM

ARC Portfolio III

Yes

30.01

Property

FedEx Ground - Saline, MI

Yes

30.01

30.02

Property

CVS - Stony Point, NY

Yes

30.02

30.03

Property

CVS - Charlotte, MI

Yes

30.03

30.04

Property

Provident Bank - Stony Point, NY

Yes

30.04

30.05

Property

Tractor Supply Company - Demopolis, AL

Yes

30.05

30.06

Property

Tractor Supply Company - New Boston, TX

Yes

30.06

Loan

CGM

Loyal Plaza

5/31/2028

3,600

Yes

Loan

CGM

ATD

Yes

Loan

11, 38

GSMC

Holiday Inn Express Anchorage

Yes

Loan

CGM

Midland Apartment Portfolio

Yes

34.01

Property

Mulberry Lane Apartments

Yes

34.01

34.02

Property

Robin Oaks Apartments

Yes

34.02

34.03

Property

Perrine Pointe Apartments

Yes

34.03

Loan

11, 39

GSMC

Courtyard and Residence Inn - Southaven

Yes

35.01

Property

Residence Inn

Yes

35.01

35.02

Property

Courtyard by Marriott

Yes

35.02

Loan

40, 41, 42

CGM

All Saints Retail Condo

Yes

Loan

11, 43, 44

GSMC

Southpark Office Building

Yes

Loan

GSMC

Albuquerque Hilton Garden Inn

Yes

Loan

CGM

Park Point Syracuse University

6/30/2057

Greater of (a) 103,000.00 and (b) 100,000.00 plus the

percentage increase in the CPI Index multiplied by

100,000.00

Yes

Loan

GSMC

Branhaven Plaza

Yes

Loan

GSMC

Plaza at Cottonwood

Yes

Loan

GSMC

ARCT Wal-Mart & Sam’s Portfolio

Yes

42.01

Property

Wal-Mart Supercenter

Yes

42.01

42.02

Property

Sam’s Club

Yes

42.02

Loan

CGM

Merritt 8

Yes

Loan

11, 47

GSMC

Embassy Suites - Tempe

Yes

Loan

CGM

848 Brickell Plaza

3/29/2061

500

Yes

Loan

GSMC

Alhambra Renaissance Center

Yes

Loan

CGM

Consumer Square West

Yes

Loan

CGM

Cornell 55

Yes

Loan

CGM

Whole Foods Charlottesville

6/30/2036

580,000

Yes

Loan

CGM

Richmond Office Portfolio

Yes

50.01

Property

One Holland Place

Yes

50.01

50.02

Property

Vistas I & II

Yes

50.02

Loan

CGM

One Crescent Place MHC

Yes

Loan

CGM

Pacific Village Center

Yes

Loan

CGM

Pelham Towne Center

Yes

Loan

11, 49

GSMC

Hampton Inn - Colorado Springs South

Yes

Loan

CGM

SST - Racetrack & Bonanza Self Storage

Yes

55.01

Property

Racetrack Self Storage

Yes

55.01

55.02

Property

Bonanza Self Storage

Yes

55.02

Loan

CGM

Copper Mill Apartments

Yes

Loan

CGM

Sierra Forest Apartments

Yes

Loan

CGM

Sherman Oaks Plaza

Yes

Loan

CGM

Cumberland Apartments

Yes

Loan

CGM

Crestmont Apartments

Yes

Loan

CGM

Smith & American MHP Portfolio

Yes

Loan

CGM

Bingham Station

Yes

Loan

CGM

Heritage Trace Apartments

Yes

Loan

CGM

Riviera Shopping Center

Yes

Loan

CGM

Winterhaven Square

Yes

Loan

CGM

Shoppes at Stonebrook

Yes

Loan

CGM

Holiday Park

Yes

Loan

CGM

Lake Zurich

Yes

Loan

CGM

Elm Grove Apartments

Yes

Loan

CGM

The Ridge MHP & Eastwood Hills

Yes

Loan

CGM

Ivanhoe MHP

Yes

Loan

CGM

Foot Locker - Brooklyn, NY

Yes

Loan

CGM

Gateway Plaza II

Yes

Loan

CGM

Oakhurst MHP

Yes

A-37/38

Footnotes to Annex A

(1)	The Administrative Fee Rate includes the Servicing Fee Rate, the Trustee Fee Rate, the Certificate Administrator Fee Rate and the Operating Advisor Fee Rate applicable to each Mortgage Loan.

(2)	The Monthly Debt Service shown for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration of the interest-only period.

(3)	The open period is inclusive of the Maturity Date.

(4)	Underwritten NCF DSCR is calculated based on amortizing debt service payments (except for interest-only loans).

(5)	Occupancy reflects tenants that have signed leases, but are not yet in occupancy or may be paying rent.

(6)	The lease expirations shown are based on full lease terms, however, in some instances, the tenant may have the option to terminate its lease prior to the expiration date shown. In addition, in some instances, a tenant may have the right to assign its lease or sublease the leased premises and be released from its obligations under the subject lease.

(7)	H&M (18,561 SF) has executed a lease, taken possession and is in the process of building out the space. They are expected to open and begin paying rent in October 2011. Just Stringz (782 SF) has executed a lease and began paying rent in July 2011 but has not yet opened. M.A.C. (105 SF) is currently in occupancy and paying rent and has a lease renewal out for signature.

(8)	The 1551 Broadway Property is 100% triple-net leased to American Eagle through 2024 with annual contractual rent increases in the amount equal to 3% of the previous year’s rent. The tenant is responsible for operating expenses including but not limited to taxes, assessments, utilities, insurance, property management fees, and repairs and maintenance. A 2% vacancy adjustment was applied to the total rent. Non-reimbursable expenses representing a 2% management fee of $398,566 are included in Underwritten Expenses. Contractual rent steps are underwritten at the present value of the lease’s rent steps through the ten-year loan term discounted using an 11% discount rate, which amounts to $2,761,241. Excluding the $2,761,241 of contractual rent steps for American Eagle and based on a decreased vacancy of $351,476 and management fee of $344,446, the Underwritten Net Cash Flow is $15,165,436. The Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income and Debt Yield on Underwritten Net Cash Flow excluding the contractual rent steps and using the Cut-off Date Balance of $180,000,000 are 1.63x, 8.4% and 8.4%, respectively.

(9)	The Copper Beech Portfolio Mortgage Loan is part of a split loan structure comprised of two mortgage loans secured by the same mortgages on the Mortgaged Properties. Following certain material events of default, the Copper Beech Portfolio Mortgage Loan is generally senior in right of payment to the related Companion Loan. The Loan Per Unit, Debt Yield on Underwritten Net Operating Income, Underwritten NCF DSCR, the Debt Yield on Underwritten Net Cash Flow, the Cut-Off Date LTV Ratio and the LTV Ratio at Maturity / ARD are calculated based solely on the Copper Beech Portfolio Mortgage Loan, without regard to the related Companion Interest. With the inclusion of the related Companion Loan, the Mortgage Loan’s Loan Per Unit, Debt Yield on Underwritten Net Operating Income, Underwritten NCF DSCR, the Debt Yield on Underwritten Net Cash Flow, the Cut-Off Date LTV Ratio and the LTV Ratio at Maturity / ARD are $121,788, 9.6%, 1.37x, 9.3%, 74.0% and 69.0%, respectively. The Appraised Value presents the “as stabilized” Appraised Value of the Mortgaged Property since the improvements have been completed at the CBTC 29 San Marcos property and the as stabilized date has been passed. The Cut-Off Date LTV Ratio and LTV Ratio at Maturity / ARD are calculated on the basis of such Appraised Value.

(10)	The borrower’s fee interest in the Hyatt Regency Boston Property was acquired pursuant to a deed in which title to the Hyatt Regency Boston Property automatically reverts to the City of Boston in 2079.

(11)	The Appraised Value presents the “as-is” Appraised Value of the Mortgaged Property. The Cut-Off Date LTV Ratio is calculated on the basis of such “as-is” Appraised Value. The LTV Ratio at Maturity / ARD is calculated on the basis of the As Stabilized Appraised Value.

(12)	Ongoing Replacement Reserve will be, for each Due Date prior to December 31, 2011, an amount equal to a fraction, the numerator of which is operating income from the property for the most recently ended test period times 4% and a denominator of 12. For each payment after December 31, 2011, an amount equal to a fraction, the numerator of which is operating income from the property for the most recently ended test period times 5% and a denominator of 12. Unless there is a manager FF&E reserve failure, this will be paid by the manager to the approved FF&E reserve account and not through the cash management account.

A-39

Footnotes to Annex A

(13)	Parkdale Mall & Crossing Mortgaged Property is comprised of two adjacent properties and is presented as one Mortgaged Property. One appraisal with an Appraisal Date of January 12, 2011 was performed. Two separate environmental phase I reports were done and are both dated February 10, 2011. Two separate engineering reports were done and are both dated February 1, 2011.

(14)	Hadley’s Furniture, formerly the third largest tenant, 33,120 SF (4.5% of SF), filed for Chapter 7 Bankruptcy on August 29, 2011. Hadley’s Furniture has vacated the space and is no longer paying rent.

(15)	Dillon’s Restaurant (9,239 SF) and Dripp Inc. (1,432 SF) have executed leases but have not yet taken occupancy or commenced paying rent.

(16)	See the “Structural and Collateral Term Sheet - Cole Portfolio Loan”, in Annex B in the Free Writing Prospectus for a description of the Adjusted Interest Rate.

(17)	See the “Structural and Collateral Term Sheet - AppleTree Business Park Loan”, in Annex B in the Free Writing Prospectus for a description of the Adjusted Interest Rate.

(18)	Catholic Health Care System, the second largest tenant (15.8% of SF), has 33,959 SF (base rent of $10.86 psf) which expired on 8/31/2011 and 33,487 SF (base rent of $12.73 psf) expiring on 12/31/2013. The 33,959 SF is currently month-to-month and per borrower, the tenant is in negotiations for renewal.

(19)	Time Warner has 53,206 SF (base rent of $14.90 psf) expiring on 9/30/2013 and 2,400 SF (base rent of $14.16 psf) expiring on 6/30/2015. AT&T has 21,480 SF expiring on 10/31/2015 (base rent of $12.00 psf) and 1 SF expiring on 12/31/2015 (base rent of $9,900 psf).

(20)	The IRS Pad (GSA), the fourth largest tenant, has 32,341 SF (7.6% of SF) that expired July 25, 2010. The tenant is currently month-to-month and per borrower, the lease is still out for signature.

(21)	Jay A. Kaiser is a guarantor of the following non-recourse carve-outs, the property management fees and asset management fees received by sponsor are less than eighty-five percent (85%) of the total amount currently contracted to be paid to sponsor as of the Closing Date, any petition for bankruptcy, insolvency, dissolution or liquidation under the bankruptcy code or any similar federal or state law is filed by, consented to, or acquiesced in by, any required SPE or any required SPE or any of their respective affiliates (including sponsor) shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to any required SPE. AmCap, Incorporated is the guarantor for all of the recourse carve-outs, including those mentioned above.

(22)	Debt Yield on Underwritten Net Operating Income, Underwritten NCF DSCR , Debt Yield on Underwritten Net Cash Flow, Cut-Off Date LTV Ratio and LTV Ratio at Maturity / ARD are calculated based on the blended Cross-Collateralized amounts.

(23)	$69,000 was disbursed from the TI/LC Reserve account in October 2011, activating the monthly TI/LC escrow until the balance reaches the cap.

(24)	During the Lockout Period, if lender declines an assumption or rating agency confirmation is not granted in connection with an assumption, borrower may obtain a release of the loan with the payment of the greater of a yield maintenance charge and 1% of the prepaid amount.

(25)	Florentino’s (3,500 SF) is expected to begin paying rent in September 2011. Got Yogurt (560 SF) is expected to open on October 1, 2011. Old Navy (15,838 SF) is currently in occupancy and paying rent and has a lease renewal out for signature.

(26)	The borrower is permitted to prepay the mortgage loan during the open period so long as the borrower simultaneously prepays the mezzanine loan.

(27)	Ongoing Replacement Reserve will be $48,609.17 on each Due Date for the balance of the calendar year after the closing date. Thereafter, the Ongoing Replacement Reserve shall be equal to the greater of (a) the deposit amount required under the franchise agreement and (b) 1/12th of 4% of the actual gross revenue for the property the preceding calendar year.

A-40

Footnotes to Annex A

(28)	Lowe Enterprises Investment Management, LLC will be released from its obligations under the guaranty upon providing evidence establishing that LEI AI-GL Hotels, LLC is maintaining a net worth of not less than $7,000,000 and liquidity of not less than $2,000,000.

(29)	Ongoing Replacement Reserve will be, until the Due Date in December, 2011, $30,194.50, which is one-twelfth of 4% of actual annual gross revenue of the property as of the date of underwriting of the loan, and thereafter adjusting on the Due Date in each June, September, December and March to be an amount equal to one-third of 4% of the gross revenue of the property for the prior three month quarter ended on March 31, June 30, September 30 or December 31, as the case may be.

(30)	The Appraised Value presents the “as stabilized” Appraised Value of the Mortgaged Property since Burke’s Outlet has taken possession of their spaces at each property and the stabilization date has been passed. The Cut-Off Date LTV Ratio and LTV Ratio at Maturity / ARD are calculated on the basis of such Appraised Value. Both Burke’s Outlet spaces (the largest tenant at both Ridgeview Plaza and East River Plaza) are currently in build out and they are expected to open in October 2011 and begin paying rent in April 2012.

(31)	Yafood, the fifth largest tenant at Northpointe Commons, has 6,000 SF (base rent of $13.50 psf, 6.5% of SF) which expired on 5/31/2011. The tenant is currently month-to-month and per borrower, the tenant is in negotiations for renewal. Petco, the second largest tenant at Highlands Square, is currently in build-out and is expected to open and begin paying rent in April 2012. Petco has a right to terminate the lease if the space is not delivered by May 2012.

(32)	The disbursement conditions for the empty store reserve ($1,550,000) and Duane Reade abated rent holdback ($464,009) have been met, and the funds have been released back to the borrower.

(33)	TransGaming Digital Home Inc. subleases 11,223 SF from TTI Team Telecom International LTD through 10/31/2011. TransGaming Digital Home Inc will downsize their space from 11,223 SF to 10,110 SF upon expiration of the sublease and enter into a new lease commencing on 11/1/2011 and ending on 10/31/2014.

(34)	Medstar Television, Inc (12,000 SF) did not renew their lease upon expiration on 8/31/2011. Medstar Television, Inc is the second largest tenant within the Lehigh Valley Portfolio - Group 4 - 7277 William Avenue property. Occupancy of the 7277 William Avenue property is 70.8% when Medstar Television Inc is excluded.

(35)	All Seasons Restaurant, 1,517 SF (base rent of $22.00 psf) lease commenced on 9/1/2011. Tenant is currently in build-out and are expecting to open on 12/1/2011. Wrapped in Wellness, 3,180 SF (base rent of $17.00 psf) and is currently in build-out, expected to open and begin paying rent on 1/1/2012. Weight Watchers 1,435 SF (base rent of $20.00 psf) and a lease commencement date of 11/1/2011. Tenant is currently in build-out, expected to open and begin paying rent on 11/1/2011.

(36)	Ongoing Replacement Reserve will be, until the Due Date in December, 2011, $25,149.45, and thereafter adjusting on the Due Date in each June, September, December and March to be an amount equal to one-third of 4% of the gross revenue of the property for the prior three month quarter ended on March 31, June 30, September 30 or December 31, as the case may be.

(37)	Design House Inc., has 9,652 SF (base rent of $11.38 psf) expiring on 10/31/2011 and 3,336 SF (base rent of $10.00 psf) expiring on 4/30/2016.

(38)	Ongoing Replacement Reserve will be, for the first through the twelfth Due Date, an amount equal to $3,939.08, for the thirteenth through the sixtieth Due Date, one-twelfth of 4% of actual annual gross revenue of the property for the previous 12 month period as determined on the anniversary of the origination date, and thereafter one-twelfth of 5% of actual annual gross revenue of the property for the previous 12 month period as determined on the anniversary of the origination date.

A-41

Footnotes to Annex A

(39)	Ongoing Replacement Reserve will be, until the Due Date in December, 2011, $16,821.92, and thereafter adjusting on the Due Date in each June, September, December and March to be an amount equal to one-third of 4% of the gross revenue of the property for the prior three month quarter ended on March 31, June 30, September 30 or December 31, as the case may be.

(40)	The related borrower for the All Saints Retail Condo Mortgage Loan is permitted (a) after a 2-year lockout period from the REMIC start-up date, to substitute U.S. government securities as collateral and obtain a release of the related mortgaged property instead of prepaying the mortgage loan if such substitution of U.S. government securities occurs prior to the related due date in August 2016, (b) to prepay the mortgage loan at any time on and after the related due date in September 2014 and prior to the related due date in September 2015, with the payment of an amount equal to the greater of (i) 2% of the prepaid amount or (ii) a yield maintenance charge plus 1.0% percent of the prepaid amount and (c) to prepay the mortgage loan at any time on and after the related due date in September 2015 and prior to the related due date in August 2016, with the payment of an amount equal to a yield maintenance charge plus 1.0% percent of the prepaid amount. If the total cost to defease the mortgage loan would be less than the yield maintenance and prepayment premium costs described in (b) and (c) above and provided the prepayment occurs after a 2-year lockout period from the REMIC start-up date, the borrower shall defease the mortgage loan.

(41)	The Underwritten Revenue, Underwritten NOI, and Underwritten NCF include an All Saints Retail Condo contractual rent step of $300,000 that occurs on 5/1/2012. $244,931.36 was deposited into the rent abatement reserve at origination to offset the incremental rent. Excluding the $300,000 contractual rent step for All Saints Retail Condo, the Underwritten NOI is $1,461,936 and the Underwritten NCF is $1,361,923. The Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, and Debt Yield on Underwritten Net Cash Flow excluding the contractual rent steps and using the Cut-off Date Balance of $13,275,000 are 1.96x, 11.0%, and 10.3%, respectively.

(42)	An affiliate of the borrower has made a subordinated loan to the borrower in the amount of $7,000,000, secured by an unrecorded subordinate assignment of leases and rents. The subordinated loan is subject to a subordination and standstill agreement in favor of the mortgage lender. Payments under the subordinated loan are permitted only from excess cash flow from the related Mortgaged Property after all then-current obligations of the borrower under the Mortgage Loan documents have been satisfied in full.

(43)	The Appraisal Date is the same as the As Stabilized Appraisal Date. The As Stabilized Appraised Value is based on the hypothetical condition that the vacant space is finished out and leased-up as of March 23, 2011.

(44)	A third party reserve was set up at closing between the master tenant and seller regarding potential income from overtime HVAC service to the GSA. As such, lender is required to have a secured interest in the escrow arrangement between seller and master tenant to protect the latter from shortfalls in anticipated IRS HVAC overtime use payments. The escrow was initially funded with $1,366,000 from the seller. The current balance of the reserve is $1,366,000.

(45)	Ongoing Replacement Reserve will be, until the Due Date in December, 2011, $15,782.71, and thereafter adjusting on the Due Date in each June, September, December and March to be an amount equal to one-third of 4% of the gross revenue of the property for the prior three month quarter ended on March 31, June 30, September 30 or December 31, as the case may be; provided that any time commencing with the Due Date in June, 2015 when the balance held in the Replacement Reserve Account is at least $700,000, the Ongoing Replacement Amount is required to be zero unless disbursements from the Replacement Reserve Account cause the balance therein to become less than $700,000, in which event the Ongoing Replacement Amount shall again be the amount determined by the foregoing formula until such $700,000 balance is restored.

(46)	There is not a non-recourse carve-out guarantor for the loan, however, there is an environmental indemnity in place, signed by Kimco Income Operating Partnership, L.P.

(47)	Ongoing Replacement Reserve will be, until the Due Date in December, 2011, $21,231.77, and thereafter adjusting on the Due Date in each June, September, December and March to be an amount equal to one-third of 4% of the gross revenue of the property for the prior three month quarter ended on March 31, June 30, September 30 or December 31, as the case may be.

(48)	Johnny Rockets, formerly the third largest tenant, 1,820 SF (2.4% of SF), vacated the space in September 2011.

(49)	Ongoing Replacement Reserve will be, until the Due Date in December, 2011, $10,404.58, and thereafter adjusting on the Due Date in each June, September, December and March to be an amount equal to one-third of 4% of the gross revenue of the property for the prior three month quarter ended on March 31, June 30, September 30 or December 31, as the case may be.

A-42

STRUCTURAL AND COLLATERAL TERM SHEET

(THIS PAGE INTENTIONALLY LEFT BLANK)

September 22, 2011

Structural and Collateral Term Sheet

$1,745,215,807

(Approximate Mortgage Pool Balance)

$1,221,651,000

(Offered Certificates)

GS Mortgage Securities Trust 2011-GC5

As Issuing Entity

GS Mortgage Securities Corporation II

As Depositor

Commercial Mortgage Pass-Through Certificates

Series 2011-GC5

Goldman Sachs Mortgage Company

Citigroup Global Markets Realty Corp.

As Sponsors

Goldman, Sachs & Co.	Citigroup

Co-Lead Managers and Joint Bookrunners

RBS	Wells Fargo Securities

Co-Managers

B-1

CERTIFICATE SUMMARY

OFFERED CERTIFICATES

Offered Class	Initial Certificate Principal or Notional Amount(1)			Approximate Credit Support	Initial Pass- Through Rate(2)	Pass-Through Rate Description	Expected Wtd. Avg. Life (Yrs)(3)	Expected Principal Window(3)
Class A-1	$	90,398,000		30.000%(4)	1.468%	Fixed	2.30	11/11 – 03/16
Class A-2	$	476,574,000		30.000%(4)	2.999%	Fixed	4.68	03/16 – 08/16
Class A-3	$	86,430,000		30.000%(4)	3.817%	Fixed	7.21	08/16 – 03/21
Class A-4	$	568,249,000		30.000%(4)	3.707%	Fixed	9.55	03/21 – 06/21

NON-OFFERED CERTIFICATES

Non-Offered Class	Initial Certificate Principal or Notional Amount(1)			Approximate Credit Support	Initial Pass- Through Rate(2)	Pass-Through Rate Description	Expected Wtd. Avg. Life (Yrs)(3)	Expected Principal Window(3)
Class X-A	$	1,402,717,000	(5)	N/A	1.952%	Variable IO(6)	N/A	N/A
Class X-B	$	342,498,806	(5)	N/A	0.211%	Variable IO(6)	N/A	N/A
Class A-S	$	181,066,000		19.625%	5.209%	Fixed(7)	9.70	06/21 – 07/21
Class B	$	95,987,000		14.125%	5.475%	Variable(8)	9.74	07/21 – 07/21
Class C	$	69,808,000		10.125%	5.475%	Variable(8)	9.74	07/21 – 07/21
Class D	$	74,172,000		5.875%	5.475%	Variable(8)	9.74	07/21 – 07/21
Class E	$	28,360,000		4.250%	5.475%	Variable(8)	9.74	07/21 – 07/21
Class F	$	23,996,000		2.875%	4.500%	Fixed(7)	9.75	07/21 – 08/21
Class G	$	50,175,806		0.000%	4.500%	Fixed(7)	9.83	08/21 – 08/21
Class R(9)		N/A		N/A	N/A	N/A	N/A	N/A
Class S(10)		N/A		N/A	N/A	N/A	N/A	N/A

The securities offered by this structural and collateral term sheet (this “Term Sheet”) are described in greater detail in the prospectus included as part of our registration statement (SEC File No. 333-171508) (the “Base Prospectus”) and a separate Prospectus Supplement dated September 22, 2011 (collectively with the Base Prospectus, the “Prospectus Supplement”). Capitalized terms used but not otherwise defined in this Term Sheet have the respective meanings assigned thereto elsewhere in the Prospectus Supplement.

(1)	Approximate, subject to a variance of plus or minus 5%.
(2)	Approximate as of the closing date.

(3)	Assuming no prepayments and based on the Modeling Assumptions set forth under “Yield, Prepayment and Maturity Considerations” in the Prospectus Supplement.

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

(5)	The Class X-A and Class X-B certificates will not have principal amounts 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 be equal to the aggregate principal amounts of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-S certificates from time to time. The notional amount of the Class X-B certificates will be equal to the aggregate principal amounts of the Class B, Class C, Class D, Class E, Class F and Class G certificates from time to time.

(6)	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 30-day months), over (ii) the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-S certificates as described in the Prospectus Supplement. 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 30-day months), over (ii) the weighted average of the pass-through rates of the Class B, Class C, Class D, Class E, Class F and Class G certificates as described in the Prospectus Supplement.

(7)	For any distribution date, the pass-through rates of the Class A-S, Class F and Class G certificates will each be equal to a per annum rate equal to the lesser of the initial pass-through rate for such class specified in the table and the weighted average of the net interest rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which the related distribution date occurs.

(8)	For any distribution date, the pass-through rates of the Class B, Class C, Class D and Class E certificates will each be 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 30-day months) as of their respective due dates in the month preceding the month in which the related distribution date occurs.

(9)	The Class R certificates will not have a certificate principal amount, notional amount, pass-through rate or rated final distribution date. The Class R certificates represent the residual interests in two separate REMICs, as further described in the Prospectus Supplement. The Class R certificates will not be entitled to distributions of principal or interest.

(10)	The Class S certificates will not have a principal amount, notional amount, pass-through rate or rated final distribution date. The Class S certificates will only be entitled to distributions of excess interest accrued on mortgage loans with anticipated repayment dates.

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, 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. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

B-2

MORTGAGE POOL CHARACTERISTICS

Mortgage Pool Characteristics(1)

Initial Pool Balance	$1,745,215,807
Number of Mortgage Loans	74
Number of Mortgaged Properties	129
Average Cut-off Date Mortgage Loan Balance	$23,583,997
Weighted Average Mortgage Interest Rate	5.3833%
Weighted Average Remaining Term to Maturity (months)(2)	99
Weighted Average Remaining Amortization Term (months)(3)	347
Weighted Average Cut-off Date LTV Ratio(4)(5)	61.5%
Weighted Average Maturity Date LTV Ratio(2)(5)(6)	53.4%
Weighted Average Underwritten Debt Service Coverage Ratio(5)(7)	1.71x
Weighted Average Debt Yield on Underwritten NOI(5)(8)	11.8%
% of Mortgage Loans with Additional Debt	11.4%
% of Mortgaged Properties with Single Tenants	16.1%

(1)

The Copper Beech Portfolio mortgage loan and a related B-note (the “Companion Loan” and together with the Copper Beech Portfolio mortgage loan, the “Copper Beech Portfolio Whole Loan”) are both secured by the same mortgage instruments on the same mortgaged properties. All information presented in this Term Sheet with respect to that mortgage loan is calculated without regard to the related Companion Loan, unless otherwise indicated. With the inclusion of the related Companion Loan, the Cut-off Date Principal Balance per Unit, the DSCR based on Underwritten NOI / NCF, the Debt Yield Based on Underwritten NOI / NCF, the Cut-off Date LTV Ratio and the Maturity Date LTV Ratio of the Copper Beech Portfolio Whole Loan are $121,788, 1.42x / 1.37x, 9.6% / 9.3%, 74.0% and 69.0%, respectively.

(2)	Unless otherwise indicated, mortgage loans with anticipated repayment dates are considered as if they mature on the related anticipated repayment date.

(3)	Excludes mortgage loans that are interest only for the entire term.

(4)

Unless otherwise indicated, the Cut-off Date LTV Ratio is calculated utilizing the “as-is” appraised value. With respect to the mortgaged property identified as Copper Beech Portfolio – CBTC 29 San Marcos, the Cut-off Date LTV Ratio for the Copper Beech Portfolio mortgage loan was calculated using the related “as stabilized” appraised value for the CBTC 29 San Marcos property. The Cut-off Date LTV Ratio for the Copper Beech Portfolio mortgage loan using the related “as-is” appraised value for the CBTC 29 San Marcos property is 70.1%. With respect to the mortgaged properties identified as Rivercrest Realty Portfolio 2 – Ridgeview Plaza and Rivercrest Realty Portfolio 2 – East River Plaza, the Cut-off Date LTV Ratio for the Rivercrest Realty Portfolio 2 mortgage loan was calculated using the related “as stabilized” appraised value for the Ridgeview Plaza and East River Plaza properties. The Cut-off Date LTV Ratio for the Rivercrest Realty Portfolio 2 mortgage loan using the related “as-is” appraised value for the Ridgeview Plaza and East River Plaza properties is 75.0%.

(5)

Unless otherwise indicated, with respect to the Lake Buena Vista Factory Stores Phase I and Lake Buena Vista Factory Stores Phase II mortgage loans, which are cross-collateralized and cross-defaulted with each other, the Cut-off Date LTV Ratio, the Maturity Date LTV Ratio, the Underwritten Debt Service Coverage Ratio, the Debt Yield on Underwritten NOI and the Debt Yield on Underwritten NCF of the mortgage loans are presented in the aggregate.

(6)

Unless otherwise indicated, the Maturity Date LTV Ratio is calculated utilizing the “as-is” appraised value. With respect to the Hyatt Regency Boston mortgage loan, the Ashland Town Center mortgage loan, the Courtyard and Residence Inn – Franklin mortgage loan, the Hilton Suites Lexington Green mortgage loan, the Holiday Inn Express Anchorage mortgage loan, the Courtyard and Residence Inn – Southaven mortgage loan, the Southpark Office Building mortgage loan, the Embassy Suites – Tempe mortgage loan and the Hampton Inn – Colorado Springs South mortgage loan, the respective Maturity Date LTV Ratios were each calculated using the related “as stabilized” appraised value. The Maturity Date LTV Ratio using the related “as-is” appraised value for each of these mortgage loans is 58.0%, 52.3%, 64.1%, 69.3%, 53.2%, 61.0%, 52.6%, 52.0% and 60.7%. See “Description of the Mortgage Pool – Certain Calculations and Definitions” in the Prospectus Supplement for a description of Maturity Date LTV Ratio.

(7)

Unless otherwise indicated, the Underwritten Debt Service Coverage Ratio is calculated by taking the Underwritten Net Cash Flow from the related mortgaged property or mortgaged properties and dividing by the annual debt service for such mortgage loan, as adjusted by using the first 12 amortizing payments due instead of the actual interest-only payment, in the case of mortgage loans in a partial interest–only period. With respect to the Trinity Square Crossed Portfolio mortgage loan the Underwritten Debt Service Coverage Ratio of 1.27x reflects a master lease at the Trinity Square Crossed Portfolio - Trinity Square Retail Center mortgaged property between the borrower and the indirect parent of the borrower for approximately 1,775 SF, which represents approximately 6.7% of the total leaseable space. The Underwritten Debt Service Coverage Ratio without taking the master lease into account is 1.22x. See “Description of the Mortgage Pool – Certain Calculations and Definitions in the Prospectus Supplement for a description of Underwritten Debt Service Coverage Ratio.

(8)	Unless otherwise indicated, the Debt Yield on Underwritten NOI is the related mortgaged property’s Underwritten NOI divided by the Cut-off Date Balance of the mortgage loan.

B-3

KEY FEATURES OF THE CERTIFICATES

Co-Lead Managers and Joint Bookrunners:	Goldman, Sachs & Co. Citigroup Global Markets Inc.
Co-Managers:	RBS Securities Inc. Wells Fargo Securities, LLC
Depositor:	GS Mortgage Securities Corporation II
Initial Pool Balance:	$1,745,215,807
Master Servicer:	Wells Fargo Bank, National Association
Special Servicer:	Torchlight Loan Services, LLC
Trustee:	Deutsche Bank National Trust Company
Certificate Administrator:	Citibank, N.A.
Operating Advisor:	Pentalpha Surveillance LLC
Pricing:	September 2011
Closing:	October 13, 2011
Cut-off Date:	For each mortgage loan, the related due date in October 2011
Determination Date:	The 6th day of each month or next business day
Distribution Date:	The 4th business day after the Determination Date, commencing in November 2011
Interest Accrual:	Preceding calendar month
ERISA Eligible:	The offered certificates are expected to be ERISA eligible
SMMEA Eligible:	No
Payment Structure:	Sequential Pay
Day Count:	30/360
Tax Structure:	REMIC
Assumed Final Distribution Date:	August 2021
Rated Final Distribution Date:	August 2044
Cleanup Call:	1.0%
Minimum Denominations:	$10,000 minimum for the offered certificates; $1 thereafter
Delivery:	Book-entry through DTC
Bond Information:	Cash flows are expected to be modeled by TREPP and INTEX and are expected to be available on BLOOMBERG

B-4

TRANSACTION HIGHLIGHTS

■	$1,745,215,806 (Approximate) New-Issue Multi-Borrower CMBS:

	—	Overview: The mortgage pool consists of 74 fixed-rate commercial mortgage loans that have an aggregate Cut-off Date balance of $1,745,215,807 (the “Initial Pool Balance”), have an average mortgage loan Cut-off Date balance of $23,583,997 and are secured by 129 mortgaged properties located throughout 34 states

	—	LTV: 61.5% weighted average Cut-off Date LTV Ratio

	—	DSCR: 1.71x weighted average underwritten debt service coverage ratio

	—	Underwritten NOI Debt Yield: 16.9% to Class A-1 / A-2 / A-3 / A-4, calculated, with respect to each such class of certificates, as (x) Underwritten Net Operating Income of $205,855,352, divided by (y) the aggregate certificate balance of all such classes of certificates

	—	Credit Support: 30.000% credit support to Class A-1 / A-2 / A-3 / A-4

■	Loan Structural Features:

	—	Amortization: 79.1% of the mortgage loans by Initial Pool Balance have scheduled amortization:

		–	75.2% of the mortgage loans by Initial Pool Balance have amortization for the entire term with a balloon payment due at maturity

		–	3.8% of the mortgage loans by Initial Pool Balance have scheduled amortization following a partial interest-only period with a balloon payment due at maturity

	—	Hard Lockboxes: 76.9% of the mortgage loans by Initial Pool Balance have a Hard Lockbox in place

	—	Cash Traps: 81.7% of the mortgage loans by Initial Pool Balance have cash traps triggered by certain declines in net cash flow, all at levels greater than a 1.0x coverage, that fund an excess cash flow reserve

	—	Reserves: The mortgage loans require amounts to be escrowed for reserves as follows:

		–	Real Estate Taxes: 66 mortgage loans representing 71.7% of the Initial Pool Balance

		–	Insurance: 52 mortgage loans representing 52.6% of the Initial Pool Balance

		–	Replacement Reserves (Including FF&E Reserves): 64 mortgage loans representing 73.3% of Initial Pool Balance

		–	Tenant Improvements / Leasing Commissions: 33 mortgage loans representing 53.3% of the allocated Initial Pool Balance of office, retail, industrial and mixed use properties only

	–	Predominantly Defeasance: 98.6% of the mortgage loans by Initial Pool Balance permit defeasance after an initial lockout period (included above is one mortgage loan, representing 2.0% of the Initial Pool balance, which permits prepayment, subject to the greater of a yield maintenance charge or 1% of the prepaid amount, in the event lender approval and/or rating agency confirmation cannot be obtained in connection with an assumption of the mortgage loan)

■	Multiple-Asset Types > 5.0% of the Total Pool:

	—	Retail: 53.5% of the mortgaged properties by allocated Initial Pool Balance are retail properties (21.2% are regional malls, 10.1% are anchored retail properties, 3.5% are lifestyle centers)

	—	Office: 14.7% of the mortgaged properties by allocated Initial Pool Balance are office properties

	—	Multifamily: 13.5% of the mortgaged properties by allocated Initial Pool Balance are multifamily properties

	—	Hospitality: 13.3% of the mortgaged properties by allocated Initial Pool Balance are hospitality properties

■	Geographic Diversity: The 129 mortgaged properties are located throughout 34 states, with only three states having greater than 10.0% of the allocated Initial Pool Balance: New York (19.0%), Texas (12.7%), Arizona (12.2%)

B-5

COLLATERAL OVERVIEW

Mortgage Loans by Loan Seller
Mortgage Loan Seller	Mortgage Loans		Mortgaged Properties		Cut-off Date Principal Balance		% of Initial Pool Balance
Goldman Sachs Mortgage Company		28		53		$1,023,601,097		58.7	%
Citigroup Global Markets Realty Corp.		46		76		721,614,710		41.3
Total		74		129		$1,745,215,807		100.0	%

Ten Largest Mortgage Loans
Mortgage Loan Name	Cut-off Date Principal Balance		% of Initial Pool Balance			Property Type	Property Size SF / Units		Mortgage Loan Balance Per SF / Unit		UW NCF DSCR			UW NOI Debt Yield			Cut-off Date LTV Ratio
Park Place Mall		$198,914,881		11.4	%	Retail		478,333		$416		1.39	x		9.5	%		63.6	%
1551 Broadway		180,000,000		10.3		Retail		25,600		$7,031		1.91	x		9.9	%		50.0	%
Copper Beech Portfolio		119,502,551		6.8		Multifamily		1,063		$112,420		1.48	x		10.4	%		68.3	%
Hyatt Regency Boston		94,683,253		5.4		Hospitality		498		$190,127		1.73	x		13.2	%		62.7	%
Parkdale Mall & Crossing		94,003,560		5.4		Retail		743,175		$126		1.46	x		12.3	%		63.1	%
Shoppes at Chino Hills		60,804,936		3.5		Retail		379,188		$160		1.67	x		11.8	%		54.5	%
Museum Square		58,400,000		3.3		Office		552,999		$106		3.59	x		19.1	%		40.4	%
Cole Portfolio		46,670,000		2.7		Retail		496,618		$94		2.13	x		13.4	%		53.8	%
Ashland Town Center		41,931,395		2.4		Retail		434,131		$97		1.76	x		12.0	%		63.5	%
AppleTree Business Park		37,890,537		2.2		Office		426,526		$89		1.50	x		12.3	%		65.0	%
Top 10 Total / Wtd. Avg.		$932,801,111		53.4	%							1.76	x		11.5	%		59.0	%
Remaining Total / Wtd. Avg.		812,414,696		46.6								1.66	x		12.1	%		64.3	%
Total / Wtd. Avg.		$1,745,215,807		100.0	%							1.71	x		11.8	%		61.5	%

Mortgage Loans with Existing Secured, Mezzanine and Other Financing

Mortgage Loan Name	Mortgage Loan Cut-off Date Principal Balance		Companion Loan Cut- off Date Balance		Mezzanine Debt Cut- off Date Balance		Other Debt Cut-off Date Balance(1)		Cut-off Date Total Debt Balance		Total Debt Interest Rate			Cut-off Date Mortgage Loan LTV			Cut-off Date Total Debt LTV			Mortgage Loan DSCR			Total Debt DSCR
Copper Beech Portfolio		$119,502,551		$9,958,546	NA		NA			$129,461,097		5.4500	%		68.3	%		74.0	%		1.48	x		1.37	x
Prentiss Creek Apartments		$34,331,868		NA		$4,965,324		NA		$39,297,192		5.4725	%		67.1	%		76.8	%		1.43	x		1.28	x
Red Lion Hotel – Seattle, WA		$31,866,096		NA		$10,300,000		NA		$42,166,096		6.4080	%		44.8	%		59.2	%		1.63	x		1.06	x
All Saints Retail Condo(2)		$13,275,000	NA		NA			$7,000,000	NA		NA				38.6	%	NA				2.29	x	NA

(1)

Does not include trade payables or other debt incurred in the ordinary course.

(2)

An affiliate of the borrower has made a subordinated loan to the borrower in the amount of $7,000,000, secured by an unrecorded subordinate assignment of leases and rents. The subordinated loan is subject to a subordination and standstill agreement in favor of the mortgage lender. Payments under the subordinated loan are permitted only from excess cash flow from the related mortgaged property after all then-current obligations of the borrower under the mortgage loan documents have been satisfied in full.

B-6

COLLATERAL OVERVIEW (continued)

Property Types

Property Type / Detail	Number of Mortgaged Properties		Aggregate Cut-off Date Principal Balance(1)		% of Initial Pool Balance			Wtd. Avg. Underwritten DSCR			Wtd. Avg. Cut- off Date LTV Ratio			Wtd. Avg. Underwritten NOI Debt Yield
Retail		59		$933,326,778		53.5	%		1.68	x		60.2	%		11.2	%
Regional Mall		4		369,661,871		21.2			1.50	x		62.8	%		10.9	%
Single Tenant Retail		27		244,752,721		14.0			1.99	x		50.9	%		10.6	%
Anchored		19		176,753,464		10.1			1.67	x		65.7	%		12.1	%
Unanchored		7		74,055,164		4.2			1.58	x		67.6	%		11.9	%
Lifestyle Center		1		60,804,936		3.5			1.67	x		54.5	%		11.8	%
Shadow Anchored		1		7,298,622		0.4			1.51	x		74.9	%		11.8	%
Office		16		$257,384,135		14.7	%		2.11	x		58.8	%		14.0	%
General Suburban		13		224,310,870		12.9			2.14	x		58.3	%		14.0	%
CBD		2		17,673,336		1.0			2.20	x		56.4	%		13.7	%
Flex		1		15,399,929		0.9			1.56	x		68.6	%		13.7	%
Multifamily		16		$236,337,908		13.5	%		1.46	x		66.0	%		10.7	%
Student Housing		5		131,690,147		7.5			1.47	x		67.6	%		10.3	%
Garden		11		104,647,762		6.0			1.44	x		64.0	%		11.2	%
Hospitality		11		$232,458,037		13.3	%		1.66	x		63.8	%		13.0	%
Full Service		4		153,179,650		8.8			1.70	x		59.7	%		13.1	%
Limited Service		7		79,278,387		4.5			1.57	x		71.5	%		13.0	%
Manufactured Housing		6		$28,620,326		1.6	%		1.61	x		66.2	%		12.1	%
Industrial		15		$27,946,000		1.6	%		1.80	x		65.5	%		11.6	%
Flex		14		23,110,000		1.3			1.56	x		68.3	%		11.3	%
Warehouse / Distribution		1		4,836,000		0.3			2.92	x		52.2	%		13.3	%
Self Storage		3		$11,993,668		0.7	%		1.38	x		70.3	%		9.5	%
Mixed Use		1		$9,412,855		0.5	%		1.33	x		63.6	%		10.0	%
Multifamily / Retail		1		9,412,855		0.5			1.33	x		63.6	%		10.0	%
Ground Leased Land		2		$7,736,100		0.4	%		2.87	x		47.4	%		13.9	%
Total / Wtd. Avg.		129		$1,745,215,807		100.0	%		1.71	x		61.5	%		11.8	%

(1)

Calculated based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.

B-7

COLLATERAL OVERVIEW (continued)

Geographic Distribution

Property Location	Number of Mortgaged Properties		Aggregate Cut-off Date Principal Balance(1)		% of Initial Pool Balance			Aggregate Appraised Value		% of Total Appraised Value			Underwritten NOI		% of Total Underwritten NOI
New York		10		$332,226,041		19.0	%		$620,510,000		21.3	%		$35,776,498		17.4	%
Texas		15		221,072,512		12.7			349,005,000		12.0			27,183,835		13.2
Arizona		4		213,230,050		12.2			338,750,000		11.6			20,797,043		10.1
California		4		136,622,915		7.8			291,600,000		10.0			20,640,088		10.0
Massachusetts		1		94,683,253		5.4			151,000,000		5.2			12,484,793		6.1
Virginia		7		82,867,054		4.7			122,380,000		4.2			8,943,428		4.3
Florida		6		70,898,697		4.1			117,350,000		4.0			10,030,181		4.9
Illinois		5		57,837,367		3.3			88,620,000		3.0			6,317,806		3.1
Kentucky		2		57,611,826		3.3			87,000,000		3.0			6,948,251		3.4
Pennsylvania		18		57,115,328		3.3			89,150,000		3.1			6,925,157		3.4
Georgia		5		51,542,314		3.0			85,150,000		2.9			6,060,672		2.9
Washington		2		41,027,550		2.4			84,100,000		2.9			5,064,807		2.5
West Virginia		2		39,821,244		2.3			57,480,000		2.0			4,231,951		2.1
Tennessee		4		37,155,491		2.1			51,700,000		1.8			4,737,322		2.3
North Carolina		3		31,642,564		1.8			42,490,000		1.5			3,259,109		1.6
Ohio		8		24,719,955		1.4			36,005,000		1.2			2,861,460		1.4
New Mexico		2		24,461,710		1.4			34,320,000		1.2			3,007,093		1.5
South Carolina		3		24,186,071		1.4			41,750,000		1.4			2,944,580		1.4
Michigan		7		23,542,395		1.3			37,860,000		1.3			2,921,708		1.4
Connecticut		2		23,150,667		1.3			36,700,000		1.3			2,717,869		1.3
Maryland		1		18,921,909		1.1			26,200,000		0.9			2,067,244		1.0
Alaska		1		13,645,977		0.8			20,000,000		0.7			1,829,464		0.9
Mississippi		2		13,466,094		0.8			18,900,000		0.6			1,717,641		0.8
Alabama		2		10,416,648		0.6			14,800,000		0.5			1,098,665		0.5
Colorado		1		8,428,777		0.5			11,900,000		0.4			1,038,339		0.5
Nevada		2		7,666,766		0.4			11,180,000		0.4			716,889		0.3
Arkansas		1		5,810,000		0.3			12,900,000		0.4			835,757		0.4
Oregon		1		4,971,692		0.3			8,100,000		0.3			658,466		0.3
Maine		1		4,476,625		0.3			6,000,000		0.2			496,499		0.2
Kansas		1		2,907,600		0.2			5,400,000		0.2			374,333		0.2
Missouri		2		2,799,900		0.2			5,200,000		0.2			375,228		0.2
New Jersey		2		2,423,100		0.1			4,500,000		0.2			294,025		0.1
Delaware		1		2,046,100		0.1			3,800,000		0.1			261,944		0.1
Louisiana		1		1,819,614		0.1			2,720,000		0.1			237,209		0.1
Total		129		$1,745,215,807		100.0	%		$2,914,520,000		100.0	%		$205,855,352		100.0	%

(1)

Calculated based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.

B-8

Distribution of Cut-off Date Principal Balance				Distribution of LTV Ratios at Cut-off Date(1)
Range of Cut-off Date Balances ($)	Number of Mortgage Loans	Cut-off Date Balance	% of Total Cut-off Date Balance	Range of Cut-off Date LTV (%)	Number of Mortgage Loans	Cut-off Date Balance	% of Total Cut-off Date Balance
1,819,614 - 4,999,999	11	$41,548,209	2.4%	38.6 - 44.9	4	$113,985,740	6.5%
5,000,000 - 9,999,999	17	131,803,315	7.6	45.0 - 49.9	3	29,550,000	1.7
10,000,000 - 14,999,999	19	238,565,789	13.7	50.0 - 54.9	11	366,205,499	21.0
15,000,000 - 19,999,999	7	118,994,979	6.8	55.0 - 59.9	3	52,236,653	3.0
20,000,000 - 39,999,999	11	319,392,941	18.3	60.0 - 64.9	15	555,425,662	31.8
40,000,000 - 59,999,999	3	147,001,395	8.4	65.0 - 69.9	17	359,411,203	20.6
60,000,000 - 79,999,999	1	60,804,936	3.5	70.0 - 74.9	20	256,455,926	14.7
80,000,000 - 99,999,999	2	188,686,812	10.8	75.0 - 75.5	1	11,945,124	0.7
100,000,000 - 119,999,999	1	119,502,551	6.8	Total	74	$1,745,215,807	100.0%
120,000,000 - 198,914,881	2	378,914,881	21.7	(1) See footnotes (4) and (5) to the table entitled “Mortgage Pool Characteristics” above.
Total	74	$1,745,215,807	100.0%

Distribution of Underwritten DSCR(1)				Distribution of LTV Ratios at Maturity Date/ARD(1)
Range of UW DSCR (x)	Number of Mortgage Loans	Cut-off Date Balance	% of Total Cut-off Date Balance	Range of Maturity Date/ARD LTV (%)	Number of Mortgage Loans	Cut-off Date Balance	% of Total Cut-off Date Balance
1.27 - 1.29	1	$16,064,681	0.9%	35.3 - 39.9	3	$34,669,514	2.0%
1.30 - 1.39	14	353,264,546	20.2	40.0 - 44.9	8	145,029,644	8.3
1.40 - 1.49	13	357,485,760	20.5	45.0 - 49.9	12	392,920,330	22.5
1.50 - 1.59	14	221,174,147	12.7	50.0 - 54.9	14	599,386,908	34.3
1.60 - 1.69	7	143,460,383	8.2	55.0 - 59.9	16	183,367,011	10.5
1.70 - 1.89	11	221,909,299	12.7	60.0 - 64.9	11	271,478,108	15.6
1.90 - 2.09	5	246,481,990	14.1	65.0 - 70.4	10	118,364,292	6.8
2.10 - 3.59	9	185,375,000	10.6	Total	74	$1,745,215,807	100.0%
Total	74	$1,745,215,807	100.0%	(1) Maturity Date/ARD LTV Ratio is calculated on the basis of the “as stabilized” appraised value for 9 of the mortgage loans. See footnotes (2), (5) and (6) to the table entitled “Mortgage Pool Characteristics” above.
(1) See footnotes (5) and (7) to the table entitled “Mortgage Pool Characteristics” above.

Distribution of Amortization Type(1)				Loan Purpose
Amortization Type	Number of Mortgage Loans	Cut-off Date Balance	% of Total Cut-off Date Balance	Loan Purpose	Number of Mortgage Loans	Cut-off Date Balance	% of Total Cut-off Date Balance
Amortizing (30 Years)	48	$1,110,523,559	63.6%	Refinance	47	$1,377,759,445	78.9%
Amortizing (25 Years)	8	157,328,167	9.0	Acquisition	27	367,456,362	21.1
Amortizing (27 Years)	1	31,866,096	1.8	Total	74	$1,745,215,807	100.0%
Amortizing (20 Years)	1	13,512,985	0.8
Interest Only	9	318,705,000	18.3	Distribution of Mortgage Interest Rates
Interest Only, Then Amortizing (30 Years)(2)							% of Total Cut-off Date Balance
Interest Only, Then Amortizing (30 Years)(2)	6	66,610,000	3.8
Interest Only - ARD	1	46,670,000	2.7		Number of Mortgage Loans
Total	74	$1,745,215,807	100.0%	Range of Mortgage Interest Rates (%)
(1) All of the mortgage loans will have balloon payments at maturity or anticipated repayment date.				Range of Mortgage Interest Rates (%)		Cut-off Date Balance
				4.188 - 4.499	2	$26,280,000	1.5%
(2) Original partial interest only periods are all 24 months.				4.500 - 4.749	3	29,143,545	1.7
				4.750 - 4.999	4	144,714,077	8.3
Distribution of Lockboxes				5.000 - 5.249	12	674,680,969	38.7
			% of	5.250 - 5.499	15	300,964,984	17.2
			Total	5.500 - 5.749	13	167,472,495	9.6
	Number of		Cut-off	5.750 - 5.999	13	248,503,446	14.2
	Mortgage		Date	6.000 - 6.249	5	75,595,631	4.3
Lockbox Type	Loans	Cut-off Date Balance	Balance	6.250 - 6.950	7	77,860,660	4.5
Hard	46	$1,342,235,558	76.9%	Total	74	$1,745,215,807	100.0%
Springing	16	270,168,167	15.5
Soft	11	113,660,949	6.5
None	1	19,151,133	1.1
Total	74	$1,745,215,807	100.0%

B-9

Distribution of Debt Yield on Underwritten NOI(1)				Distribution of Original Amortization Terms(1)
Range of Debt Yields on Underwritten NOI (%)	Number of Mortgage Loans	Cut-off Date Balance	% of Total Cut-off Date Balance	Range of Original Amortization Terms (months)	Number of Mortgage Loans	Cut-off Date Balance	% of Total Cut-off Date Balance
9.1 - 9.9	10	$477,627,998	27.4%	Interest Only	10	$365,375,000	20.9%
10.0 - 10.9	13	263,684,890	15.1	240 - 300	9	170,841,151	9.8
11.0 - 11.9	11	206,059,762	11.8	301 - 360	55	1,208,999,656	69.3
12.0 - 12.9	14	332,466,822	19.1	Total	74	$1,745,215,807	100.0%
13.0 - 13.9	14	253,848,577	14.5	(1) All of the mortgage loans will have balloon payments at maturity or anticipated repayment date.
14.0 - 14.9	9	131,983,114	7.6
15.0 - 19.1	3	79,544,644	4.6	Distribution of Remaining Amortization Terms(1)
Total	74	$1,745,215,807	100.0%				% of
(1) See footnote (5) and (8) to the table entitled “Mortgage Pool Characteristics” above.				Range of			Total
Distribution of Debt Yield on Underwritten NCF(1)				Remaining	Number of		Cut-off
Distribution of Debt Yield on Underwritten NCF(1)				Amortization	Mortgage		Date
			% of	Terms (months)	Loans	Cut-off Date Balance	Balance
Range of			Total	Interest Only	10	$365,375,000	20.9%
Debt Yields on	Number of		Cut-off	237 - 300	9	170,841,151	9.8
Underwritten NCF	Mortgage		Date	301 - 360	55	1,208,999,656	69.3
(%)	Loans	Cut-off Date Balance	Balance	Total	74	$1,745,215,807	100.0%
8.7 - 9.9	19	$594,471,714	34.1%	(1) All of the mortgage loans will have balloon payments at maturity or anticipated repayment date.
10.0 - 10.9	17	353,073,500	20.2
11.0 - 11.9	15	445,330,014	25.5	Distribution of Prepayment Provisions
12.0 - 12.9	14	201,900,122	11.6				% of
13.0 - 13.9	5	57,895,814	3.3				Total
14.0 - 17.9	4	92,544,644	5.3		Number of		Cut-off
Total	74	$1,745,215,807	100.0%	Prepayment	Mortgage		Date
(1) See footnote (5) to the table entitled “Mortgage Pool Characteristics” above.				Provision	Loans	Cut-off Date Balance	Balance
				Defeasance(1)	72	$1,721,240,807	98.6%
Mortgage Loans with Original Partial Interest-Only Periods				Defeasance or Yield
			% of	Maintenance	1	13,275,000	0.8
			Total	Yield Maintenance	1	10,700,000	0.6
Original Partial	Number of		Cut-off	Total	74	$1,745,215,807	100.0%
Interest Only	Mortgage		Date	(1) One mortgage loan, representing 2.0% of the Initial Pool balance, permits prepayment, subject to the greater of a yield maintenance charge or 1% of the prepaid amount, in the event lender approval and/or rating agency confirmation cannot be obtained in connection with an assumption of the mortgage loan.
Period (months)	Loans	Cut-off Date Balance	Balance
24	6	$66,610,000	3.8%

Distribution of Original Terms to Maturity/ARD(1)				Distribution of Escrow Types
Original Term to Maturity/ARD (months)	Number of Mortgage Loans	Cut-off Date Balance	% of Total Cut-off Date Balance	Escrow Type	Number of Mortgage Loans	Cut-off Date Balance	% of Total Cut-off Date Balance
60	25	$495,914,663	28.4%	Replacement
120	49	1,249,301,144	71.6	Reserves(1)	64	$1,278,794,467	73.3%
Total	74	$1,745,215,807	100.0%	Real Estate Tax	66	$1,251,077,157	71.7%
(1) See footnote (2) to the table entitled “Mortgage Pool Characteristics” above.				Insurance	52	$917,389,529	52.6%
				TI/LC(2)	33	$658,133,524	53.3%
Distribution of Remaining Terms to Maturity/ARD(1)				(1) Includes mortgage loans with FF&E reserves.
Range of Remaining Terms to Maturity/ARD (months)	Number of Mortgage Loans	Cut-off Date Balance	% of Total Cut-off Date Balance	(2) Percentage of total office, retail, industrial and mixed use properties only.
53 - 58	25	$495,914,663	28.4%
61 - 118	49	1,249,301,144	71.6
Total	74	$1,745,215,807	100.0%
(1) See footnote (2) to the table entitled “Mortgage Pool Characteristics” above.

B-10

STRUCTURAL OVERVIEW

Distributions	On each distribution date, funds available for distribution from the mortgage loans, net of specified trust expenses and excess interest collected on mortgage loans with anticipated repayment dates, will be distributed in the following amounts and order of priority (in each case to the extent of remaining available funds):

		1.	Class A-1, A-2, A-3, A-4, X-A and X-B certificates: To interest on the Class A-1, Class A-2, Class A-3, Class A-4, Class X-A and Class X-B certificates, pro rata, in each case in accordance with their respective interest entitlements.

		2.	Class A-1, A-2, A-3 and A-4 certificates: (i) to principal on the Class A-1 certificates until their certificate principal amount is reduced to zero, all funds allocable to principal attributable to all mortgage loans, then (ii) to principal on the Class A-2 certificates until their certificate principal amount is reduced to zero, all funds available for distribution of principal remaining after the distributions to Class A-1 in clause (i) above, then (iii) to principal on the Class A-3 certificates until their certificate principal amount is reduced to zero, all funds available for distribution of principal remaining after the distributions to Class A-2 in clause (ii) above, then (iv) to principal on the Class A-4 certificates until their certificate principal amount is reduced to zero, all funds available for distribution of principal remaining after the distributions to Class A-3 in clause (iii) above. If the certificate principal amounts of each and every class of certificates other than the Class A-1, Class A-2, Class A-3 and Class A-4 certificates have been reduced to zero as a result of the allocation of mortgage loan losses to those certificates, funds available for distributions of principal will be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 certificates, pro rata, based on their respective certificate principal amounts.

		3.	Class A-1, A-2, A-3 and A-4 certificates: To reimburse Class A-1, Class A-2, Class A-3 and Class A-4 certificates, pro rata, for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by those classes, together with interest at their respective pass-through rates.

		4.	Class A-S certificates: (a) first, to interest on Class A-S certificates in the amount of their interest entitlement; (b) next, to the extent of funds allocated to principal remaining after distributions in respect of principal to each class with a higher priority (in this case, the Class A-1, Class A-2, Class A-3 and Class A-4 certificates), to principal on Class A-S certificates until their certificate principal amount is reduced to zero; and (c) next, to reimburse Class A-S certificates for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by that class, together with interest at their respective pass-through rate.

		5.	Class B certificates: (a) first, to interest on Class B certificates in the amount of their interest entitlement; (b) next, to the extent of funds allocated to principal remaining after distributions in respect of principal to each class with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-S certificates), to principal on Class B certificates until their certificate principal amount is reduced to zero; and (c) next, to reimburse Class B certificates for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by that class, together with interest at their respective pass-through rate.

		6.	After Class A-1, Class A-2, Class A-3, Class A-4, Class A-S and Class B certificates are paid all amounts to which they are entitled, the remaining funds available for distribution will be used to pay interest and principal and to reimburse any previously unreimbursed losses to the Class C, Class D, Class E, Class F, and Class G certificates sequentially in that order in a manner analogous to the Class B certificates, until the certificate principal amount of each such class is reduced to zero.

Realized Losses	The certificate principal amounts of the Class A-1, A-2, A-3, A-4, A-S, B, C, D, E, F and G certificates (the “Sequential Pay Certificates”) will each be reduced without distribution on any Distribution Date as a write-off to the extent of any loss realized on the mortgage loans allocated to the applicable such class on such Distribution Date. Any such write-offs will be applied to such classes of certificates in the following order, in each case until the related certificate principal amount is reduced to zero: first, to the Class G certificates; second, to the Class F certificates; third, to the Class E certificates; fourth, to the Class D certificates; fifth, to the Class C certificates; sixth, to the Class B certificates; seventh, to the Class A-S certificates; and, finally pro rata, to the Class A-1, Class A-2, Class A-3 and Class A-4 certificates, based on their then current respective certificate principal amounts. The notional amount of the Class X-A certificates will be reduced to reflect reductions in the certificate principal amounts of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-S certificates resulting from allocations of losses realized on the mortgage loans. The notional amount of the Class X-B certificates will be reduced to reflect reductions in the Class B, Class C, Class D, Class E, Class F and Class G certificates resulting from allocations of losses realized on the mortgage loans.

B-11

STRUCTURAL OVERVIEW (continued)

Prepayment Premiums and Yield Maintenance Charges	On each Distribution Date, any yield maintenance charge collected on the mortgage loans during the one-month period ending on the related Determination Date is required to be distributed to certificateholders as follows: (1) pro rata, between (x) the group (the “YM Group A”) of Class A-1, Class A-2, Class A-3, Class A-4, Class A-S and Class X-A certificates, and (y) the group (the “YM Group B” and collectively with the YM Group A, the “YM Groups”) of Class B, Class C, Class D and Class X-B certificates, based upon the aggregate of principal distributed to the Classes of Sequential Pay Certificates in each YM Group on such Distribution Date, and (2) as among the classes of certificates in each YM Group, in the following manner: (A) the holders of each Class of Sequential Pay Certificates in such YM Group will be entitled to receive on each Distribution Date the portion of such yield maintenance charge in an amount equal to the product of (x) a fraction whose numerator is the amount of principal distributed to such class on such Distribution Date and whose denominator is the total amount of principal distributed to all of the Sequential Pay Certificates in that YM Group on such Distribution Date, (y) the Base Interest Fraction for the related principal prepayment and such class of certificates, and (z) the aggregate portion of such yield maintenance charge allocated to such YM Group, and (B) any portion of such yield maintenance charge allocated to such YM Group, and remaining after such distributions to the applicable Sequential Pay Certificates, will be distributed to the Class X-A or Class X-B certificates, as applicable, in such YM Group. If there is more than one class of Sequential Pay Certificates in any YM Group entitled to distributions of principal on any particular Distribution Date on which yield maintenance charges are allocable to such YM Group, the aggregate amount of such yield maintenance charges will be allocated among all such Classes of Sequential Pay Certificates up to, and on a pro rata basis in accordance with, their respective entitlements in those yield maintenance charges in accordance with the first sentence of this paragraph. No prepayment premiums or yield maintenance charges will be distributed to holders of the Class E, Class F, Class G, Class R or Class S certificates. Instead, after the certificate principal amounts or notional amount, as applicable, of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-S, Class X-A, Class B, Class C, and Class D certificates have been reduced to zero, all prepayment premiums and yield maintenance charges with respect to mortgage loans will be distributed to holders of the Class X-B certificates. For a description of prepayment premiums and yield maintenance charges required on the mortgage loans, see Annex A to the Prospectus Supplement. See also “Certain Legal Aspects of the Mortgage Loans—Enforceability of Certain Provisions” in the Base Prospectus. Prepayment premiums and yield maintenance charges will be distributed on any Distribution Date only to the extent they are received in respect of the mortgage loans as of the related Determination Date. The “Base Interest Fraction” with respect to any principal prepayment on any mortgage loan and with respect to any class of Class A-1, Class A-2, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D certificates is a fraction (a) whose numerator is the amount, if any, by which (i) the pass-through rate on such class of certificates exceeds (ii) the discount rate used in accordance with the related loan documents in calculating the yield maintenance charge with respect to such principal prepayment and (b) whose denominator is the amount, if any, by which the (i) mortgage loan rate on such mortgage loan exceeds (ii) the discount rate used in accordance with the related loan documents in calculating the yield maintenance charge with respect to such principal prepayment; provided, however, that under no circumstances shall the Base Interest Fraction be greater than one. If such discount rate is greater than or equal to the lesser of (x) the mortgage loan rate on the prepaid mortgage loan and (y) the pass-through rate described in the preceding sentence, then the Base Interest Fraction shall equal zero; provided, however, if such discount rate is greater than the mortgage loan rate, but less than the pass-through rate, the fraction will be one.

Advances	The master servicer and, if it fails to do so, the trustee, will be obligated to make P&I advances and servicing advances, including paying delinquent property taxes, condominium assessments, insurance premiums and ground lease rents, but only to the extent that those advances are not deemed non-recoverable from collections on the related mortgage loan and, in the case of P&I advances, subject to reduction in connection with any appraisal reductions that may occur.

Appraisal Reductions	An appraisal reduction generally will be created in the amount, if any, by which the principal balance of a required appraisal loan (which is a mortgage loan or whole loan with respect to which certain defaults, modifications or insolvency events have occurred as further described in the Prospectus Supplement) plus other amounts overdue or advanced in connection with such mortgage loan or whole loan, as applicable, exceeds 90% of the appraised value of the related mortgaged property plus certain escrows and reserves (including letters of credit) held with respect to the mortgage loan or whole loan, as applicable. As a result of calculating an appraisal reduction amount for a given mortgage loan, the interest portion of any P&I advance for such mortgage loan will be reduced, which will have the effect of reducing the amount of interest available for distribution to the certificates (exclusive of the Class R certificates) in reverse alphabetical order of the classes (except that interest payments on the Class X-A, Class X-B, Class A-1, Class A-2, Class A-3 and Class A-4 certificates would be affected on a pari passu basis and interest payments on the Class A-S certificates will be affected before interest payments on the Class X-A, Class X-B, Class A-1, Class A-2, Class A-3 and Class A-4 certificates). With respect to each mortgage loan that is part of a split loan structure, the appraisal reduction amount will be allocated to the related Companion Loan prior to being allocated to the related mortgage loan.

B-12

STRUCTURAL OVERVIEW (continued)

Appraisal Reductions (continued)	A mortgage loan or whole loan, as applicable, will cease to be a required appraisal loan when the same has ceased to be a specially serviced mortgage loan (if applicable), has been brought current for at least three consecutive months and no other circumstances exist that would cause such mortgage loan or whole loan to be a required appraisal loan. At any time an Appraisal is ordered with respect to a property that would result in appraisal reductions that would result in a change of the controlling class or a control change with respect to the Copper Beech Portfolio Whole Loan, certain subordinate certificateholders or the Whole Loan Directing Holder, as applicable, will have a right to request a new appraisal as described in the Prospectus Supplement.

Age of Appraisals	Appraisals (which can be an update of a prior appraisal) are required to be no older than 9 months for purposes of determining appraisal reductions, market value, and other calculations as described in the Prospectus Supplement.

Sale of Defaulted Loans	There will be no “Fair Market Value Option”, instead defaulted loans will be sold in a process similar to the sale process for REO property subject to the Controlling Class Representative’s right of first refusal with respect to the sale of defaulted loans.

Cleanup Call	On any distribution date on which the aggregate unpaid principal balance of the mortgage loans remaining in the issuing entity is less than 1% of the aggregate principal balance of the pool of mortgage loans as of the Cut-off Date, certain specified persons 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 the Prospectus Supplement. Exercise of the option will terminate the issuing entity and retire the then outstanding certificates. If the certificate principal amounts or notional amount, as applicable, of the Class A-1, A-2, A-3, A-4, A-S, X-A, B, C and D certificates have been reduced to zero and if the master servicer has received from the remaining certificateholders the payment specified in the pooling and servicing agreement, the issuing entity could also be terminated in connection with an exchange of all the then-outstanding certificates, including the Class X-B certificates (but excluding the Class S and Class R certificates), for the mortgage loans remaining in the issuing entity, but all of the holders of those classes of outstanding certificates would have to voluntarily participate in the exchange.

Whole Loan	Solely with respect to the Copper Beech Portfolio mortgage loan which is part of the Copper Beech Portfolio Whole Loan, a split loan structure, the holder of the related Companion Loan (the “Whole Loan Directing Holder”) will have certain rights pursuant to the related intercreditor agreement until the holder of the Companion Loan is no longer the Whole Loan Directing Holder, including the right to approve or direct material servicing decisions, the right to replace the special servicer for the related whole loan, the right to cure defaults affecting the related mortgage loan and the right to purchase the related mortgage loan following a material default.

Controlling Class Representative	The “Controlling Class Representative” will be the controlling class certificateholder or representative designated by at least a majority of the voting rights of the controlling class. The controlling class is the most subordinate class of the Class E, Class F and Class G certificates that has an aggregate certificate principal amount as reduced by principal payments, and as further reduced by realized losses (and appraisal reductions) allocated to such class, that is equal to or greater than 25% of the initial certificate principal amount of that class of certificates. No other class of certificates will be eligible to act as the controlling class or appoint a Controlling Class Representative. It is anticipated that Torchlight Investors, LLC, on behalf of one or more managed funds or accounts, will be the initial Controlling Class Representative.

Control/Consultation Rights	The Controlling Class Representative will be entitled to have consultation and approval rights with respect to certain major decisions (including with respect to assumptions, waivers, loan modifications and workouts) until no class of the Class E, Class F and Class G certificates has an aggregate certificate principal amount as reduced by principal payments, and as further reduced by realized losses (and appraisal reductions) allocated to such class, that is equal to or greater than 25% of the initial certificate amount of that class of certificates (a “Control Termination Event”). So long as a Control Termination Event does not exist, the Controlling Class Representative will be entitled to direct the special servicer to take, or refrain from taking, certain actions that would constitute major decisions with respect to a loan and will also have the right to notice and consent to certain material actions that would constitute major decisions that the servicer and the special servicer plan on taking with respect to a mortgage loan subject to the servicing standard and other restrictions as described in the Prospectus Supplement.

B-13

STRUCTURAL OVERVIEW (continued)

Control/Consultation Rights (continued)	Following the occurrence and during the continuation of a Control Termination Event until such time no Class of the Class E, Class F and Class G certificates has an outstanding certificate principal amount, as reduced by any principal payments and realized losses, but without regard to the application of any appraisal reductions, that is equal to or greater 25% of the initial certificate principal amount of that class of certificates (a “Consultation Termination Event”), all of the rights of the Controlling Class Representative will terminate other than a right to consult with respect to the major decisions in which they previously had approval rights. After the occurrence and during the continuation of a Control Termination Event, the operating advisor will be entitled to consult with the special servicer with respect to certain major decisions on behalf of the issuing entity and in the best interest of, and for the benefit of, the certificateholders, as a collective whole, as if those certificateholders constituted a single lender. Following the occurrence and during the continuation of a Consultation Termination Event, all rights of the Controlling Class Representative will terminate. Also, the Controlling Class Representative will not have any rights with respect to the Copper Beech Portfolio Whole Loan for so long as the holder of the Companion Loan is the Whole Loan Directing Holder.

Servicing Standard	In all circumstances, the special servicer is obligated to act in the best interests of the certificateholders and, in the case of the Copper Beech Portfolio Whole Loan, the holder of the Companion Loan (as a collective whole as if such certificateholders and, if applicable, such holder of the Companion Loan constituted a single lender). The special servicer is required to determine the effect on net present value of various courses of action (including workout or foreclosure), using the Calculation Rate as the discount rate, and pursue the course of action that it determines would maximize recovery on a net present value basis.

	“Calculation Rate” means:

		—	for principal and interest payments on a mortgage loan or from the sale of a defaulted loan, the highest of (i) the rate determined by the master servicer or the special servicer, as applicable, that approximates the market rate that would be obtainable by borrowers on similar debt of the borrowers as of such date of determination, (ii) the note rate and (iii) the yield on the most recently issued 10-year US treasuries; and

		—	for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent appraisal (or update of such appraisal).

Termination of Special Servicer	Prior to the occurrence and continuance of a Control Termination Event the special servicer may be replaced at any time by the Controlling Class Representative. With respect to the pool of mortgage loans (other than with respect to the Copper Beech Portfolio Whole Loan for as long as the holder of the Companion Loan is the Whole Loan Directing Holder), after the occurrence and during the continuance of a Control Termination Event, the holders of at least 25% of the voting rights of the certificates (other than the Class S and Class R 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 180 days of the initial request for that vote the holders of (a) at least 75% of the voting rights of the certificates (other than the Class S and Class R certificates), or (b) more than 50% of the voting rights of each class of Sequential Pay Certificates (but only those classes of Sequential Pay Certificates that, in each case, have an outstanding certificate principal amount, as reduced or notionally reduced by realized losses and appraisal reductions, equal to or greater than 25% of the initial certificate principal amount of such class, as reduced by payments of principal), vote affirmatively to so replace. At any time after the occurrence and during the continuance of a Consultation Termination Event, if the operating advisor determines that the special servicer is not performing its duties as required under the pooling and servicing agreement or is otherwise not acting in accordance with the servicing standard, the operating advisor may recommend the replacement of the special servicer (other than with respect to the Copper Beech Portfolio Whole Loan for as long as the holder of the Companion Loan is the Whole Loan Directing Holder) resulting in a solicitation of a certificateholder vote. The subsequent vote may result in the termination and replacement of the special servicer if within 180 days of the initial request for that vote the holders of more than 50% of the voting rights of each class of Sequential Pay Certificates (but only those classes of Sequential Pay Certificates that have, in each such case, an outstanding certificate principal amount, as reduced or notionally reduced by realized losses and appraisal reductions, equal to or greater than 25% of the initial certificate principal amounts of such class of Certificates, as reduced by payments of principal), vote affirmatively to so replace. In the case of the Copper Beech Portfolio Whole Loan, however, only the Whole Loan Directing Holder may terminate the special servicer, without cause, until the holder of the Companion Loan is no longer the Whole Loan Directing Holder.

B-14

STRUCTURAL OVERVIEW (continued)

Servicing Fees	Modification and Extension Fees: All fees resulting from modifications, amendments, waivers or any other changes to the terms of the mortgage loan documents, as more fully described in the Prospectus Supplement, will be used to offset expenses on the related mortgage loan (reimburse the trust for certain expenses previously incurred (other than special servicing fees, workout fees and liquidation fees) on the related mortgage loan but not yet reimbursed to the trust or servicers or to pay expenses (other than special servicing fees, workout fees and liquidation fees) on the related mortgage loan that are still outstanding). Within any given 12 month period, all such fees will be capped at 1.0% for all mortgage loans, subject to a minimum fee cap of $25,000. All such fees received by the special servicer as compensation on the related mortgage loan will offset all future workout and liquidation fees earned on that mortgage loan for the next 12 months after receipt of the modification and/or extension fee. Penalty Fees: All late fees and default interest will first be used to reimburse certain expenses previously incurred (other than special servicing fees, workout fees and liquidation fees) but not yet reimbursed to the trust, the master servicer or special servicer or to pay certain expenses (other than special servicing fees, workout fees and liquidation fees) that are still outstanding on all mortgage loans and any excess will be paid to the master servicer (for penalty fees accrued while a non-specially serviced loan) and the special servicer (for penalty fees accrued while specially serviced loan). To the extent any amounts reimbursed out of penalty charges are subsequently recovered on the related mortgage loan, they will be paid to the master servicer or special servicer who would have been entitled to the related penalty charges used to reimburse such expense. Liquidation / Workout Fees: Liquidation fees will be calculated at 1.0% for all mortgage loans subject to a minimum liquidation fee of $25,000. Workout Fees will be calculated at 1.0% after such mortgage loan becomes a corrected mortgage loan (or such higher rate as would result in a workout fee of $25,000 when applied to each expected payment of principal and interest on the related mortgage loan from the date such mortgage loan becomes a corrected mortgage loan through and including the related maturity date) for all mortgage loans.

Operating Advisor	Prior to the occurrence of a Control Termination Event, the operating advisor will have access to any final asset status report and all information available with respect to the transaction on the certificate administrator’s website but will not have any approval or consultation rights. After a Control Termination Event, the operating advisor will have consultation rights with respect to certain major decisions and will have additional monitoring responsibilities on behalf of the entire trust. After the occurrence and during the continuance of a Control Termination Event, the operating advisor will be entitled to consult with the special servicer with respect to certain major decisions on behalf of the issuing entity and in the best interest of, and for the benefit of, the certificateholders, as a collective whole, as if those certificateholders constituted a single lender, but not consult with respect to major decisions with respect to the Whole Loan until the Companion Loan is no longer the Whole Loan Directing Holder. The operating advisor will be subject to termination if at least 15% of the voting rights of Non-Reduced Certificates vote to terminate and replace the operating advisor and such vote is approved by more than 50% of the voting rights of Non-Reduced Certificates that exercise their right to vote, provided that at least 50% of the voting rights of Non-Reduced Certificates have exercised their right to vote. The holders initiating such vote will be responsible for the fees and expenses in connection with the vote and replacement.

Deal Website	The certificate administrator will maintain a deal website including, but not limited to:

		—	all special notices delivered

		—	summaries of final asset status reports

		—	all appraisals in connection with an appraisal reduction plus any subsequent appraisal updates

		—	an “Investor Q&A Forum” and

		—	a voluntary investor registry

B-15

CERTAIN DEFINITIONS

■	“ADR”: Means, for any hospitality property, average daily rate.

■

“Appraised Value”: With respect to each mortgaged property, the most current appraised value of such property as determined by an appraisal of the mortgaged property and in accordance with MAI standards made not more than 6 months prior to the origination date of the related mortgage loan. The appraisals for certain of the mortgaged properties state an “as stabilized” value as well as an “as-is” value for such mortgaged properties assuming that certain events will occur with respect to the re-tenanting, renovation or other repositioning of the mortgaged property. For purposes of calculating the Cut-off Date LTV Ratio for each mortgage loan, the “as-is” value of the related mortgaged property is the applicable Appraised Value in this Term Sheet except with regard to three mortgaged properties: Copper Beech Portfolio – CBTC 29 San Marcos, Rivercrest Realty Portfolio 2 – Ridgeview Plaza and Rivercrest Realty Portfolio 2 – East River Plaza which use the “as stabilized” values because the assumptions as to the “as stabilized” value have been satisfied at the respective mortgaged properties. Additionally, for purposes of calculating the Maturity Date/ARD LTV Ratio for each mortgage loan, the “as-is” value of the related mortgaged property is the applicable Appraised Value in this Term Sheet except in the case of the following nine mortgage loans which use the “as stabilized” value: the Hyatt Regency Boston mortgage loan, the Ashland Town Center mortgage loan, the Courtyard and Residence Inn – Franklin mortgage loan, the Hilton Suites Lexington Green mortgage loan, the Holiday Inn Express Anchorage mortgage loan, the Courtyard and Residence Inn – Southaven mortgage loan, the Southpark Office Building mortgage loan, the Embassy Suites – Tempe mortgage loan and the Hampton Inn – Colorado Springs South mortgage loan.

■	“FF&E”: Furniture, fixtures and equipment.

■	“GLA”: Gross leasable area.

■

“Hard Lockbox”: Means, that the borrower is required to direct the tenants to pay rents directly to a lockbox account controlled by the lender. Hospitality properties are considered to have a hard lockbox if credit card receivables are required to be deposited directly into the lockbox account even though cash or “over the counter” receipts are deposited by the manager of the related mortgaged property into the lockbox account controlled by the lender.

■	“Non-owned Anchor(s)”: Tenants that occupy space equal to or greater than 30,000 SF at the related mortgaged property and the occupied space is not owned by the related borrower and is not part of the collateral for the related mortgage loan.

■

“Non-owned Junior Anchor(s)”: Tenants that occupy space equal to or greater than 10,000 SF at the related mortgaged property and less than 30,000 SF at the related mortgaged property and the occupied space is not owned by the related borrower and is not part of the collateral for the related mortgage loan.

■

“Non-owned Outparcel(s)”: Freestanding tenants that occupy space at the property that is separated from the rest of the tenants at the applicable mortgaged property and the space occupied by those freestanding tenants is not owned by the related borrower and is not part of the collateral for the related mortgage loan.

■

“Non-Reduced Certificates”: Each class of Sequential Pay Certificates that has a certificate principal amount as may be reduced by principal payments and by appraisal reductions and realized losses allocated to that class, equal to or greater than 25% of an amount equal to the initial certificate principal amount of that class of Sequential Pay Certificates as reduced by principal payments.

■	“Occupancy Cost”: Means, with respect to any mortgaged property, total rental revenues divided by total sales.

■	“Owned Anchor(s)”: Tenants that occupy space equal to or greater than 30,000 SF at the related mortgaged property and the leased space is owned by the related borrower and is part of the collateral for the related mortgage loan.

■	“Owned GLA”: With respect to any particular mortgaged property, the GLA of the space that is owned by the related borrower and is part of the collateral.

■	“Owned Junior Anchor(s)”: Tenants that occupy space equal to or greater than 10,000 SF and less than 30,000 SF at the related mortgaged property and the leased space is owned by the related borrower and is part of the collateral for the related mortgage loan.

■

“Owned Occupancy”: With respect to any particular mortgaged property, as of a certain date, the percentage of net rentable square footage, rooms or units that are leased or rented (as applicable), solely with respect to the aggregate leased space, rooms or units therein that is owned by the related borrower. In some cases Owned Occupancy was based on assumptions regarding occupancy, such as the assumption that a certain tenant at the mortgaged property that has executed a lease, but has not yet taken occupancy and / or has not yet commenced paying rent, will take occupancy on a future date generally expected to occur no later than 6 months after the Cut-off Date, assumptions regarding the renewal of particular leases and / or the re-leasing of certain space at the related mortgaged property, or in some cases, the exclusion of dark tenants, tenants with material aged receivables, tenants that may have already given notice to vacate their space and bankrupt tenants that have not yet affirmed their lease.

■

“Owned Outparcel(s)”: Freestanding tenants that occupy space at the property that is separated from the rest of the tenants at the applicable mortgaged property and the space occupied by those freestanding tenants is owned by the related borrower and is part of the collateral for the related mortgage loan.

B-16

CERTAIN DEFINITIONS (continued)

■	“Owned Tenant(s)”: Tenants whose leased space at the related mortgaged property is owned by the related borrower and is part of the collateral for the related mortgage loan.

■

“Rating Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by Morningstar Credit Ratings, LLC, Fitch, Inc. or Moody’s Investors Service, Inc. that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, qualification or withdrawal of the then current rating assigned by that rating agency to any class of certificates. However, such confirmation will be deemed received in certain circumstances as further described in the Prospectus Supplement. See “The Pooling and Servicing Agreement—Rating Agency Confirmations” in the Prospectus Supplement.

■	“RevPAR”: Means, with respect to any hospitality property, revenues per available room.

■	“SF”: Square feet.

■

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

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

■

“Total Occupancy”: With respect to any particular mortgaged property, as of a certain date, the percentage of net rentable square footage, rooms or units that are leased or rented (as applicable), for the aggregate leased space, rooms or units therein, including any space that is owned by the related borrower and is part of the collateral in addition to any space that is owned by the applicable tenant and not part of the collateral for the related mortgage loan. In some cases Total Occupancy was based on assumptions regarding occupancy, such as the assumption that a certain tenant at the mortgaged property that has executed a lease, but has not yet taken occupancy and / or has not yet commenced paying rent, will take occupancy on a future date generally expected to occur no later than 6 months after the Cut-off Date, assumptions regarding the renewal of particular leases and / or the re-leasing of certain space at the related mortgaged property, or in some cases, the exclusion of dark tenants, tenants with material aged receivables, tenants that may have already given notice to vacate their space and bankrupt tenants that have not yet affirmed their lease.

■

“Underwritten Expenses”: With respect to any mortgage loan or mortgaged property, an estimate of operating expenses, as determined by the related originator and generally derived from historical expenses at the mortgaged property(-ies), the borrower’s budget or appraiser’s estimate, in some cases adjusted for significant occupancy increases and a market-rate management fee. We cannot assure you that the assumptions made with respect to any mortgaged property will, in fact, be consistent with that mortgaged property’s actual performance.

■

“Underwritten Net Cash Flow (NCF)”: With respect to any mortgage loan or mortgaged property, cash flow available for debt service, generally equal to the Underwritten NOI decreased by an amount that the related originator has determined for tenant improvements and leasing commissions and / or replacement reserves for capital items. Underwritten NCF does not reflect debt service or non-cash items such as depreciation or amortization. In determining rental revenue for multifamily rental, manufactured housing community and self-storage properties, the related originator either reviewed rental revenue shown on the certified rolling 12-month operating statements or annualized the rental revenue and reimbursement of expenses shown on rent rolls or recent partial year operating statements with respect to the prior one- to 12-month periods. The Underwritten Net Cash Flow for each mortgaged property is calculated based on the basis of numerous assumptions and subjective judgments, which, if ultimately proved erroneous, could cause the actual operating income for the mortgaged property to differ materially from the Underwritten Net Cash Flow set forth in this Term Sheet.

■

“Underwritten Net Operating Income (NOI)”: With respect to any mortgage loan or mortgaged property, Underwritten Revenues less Underwritten Expenses, as both are determined by the related originator, based in part upon borrower supplied information (including but not limited to a rent roll, leases, operating statements and budget) for a recent period which is generally the 12 months prior to the origination date or acquisition date of the mortgage loan (or whole loan, if applicable) adjusted for specific property, tenant and market considerations. Historical operating statements may not be available for newly constructed mortgaged properties, mortgaged properties with triple net leases, mortgaged properties that have recently undergone substantial renovations and/or newly acquired mortgaged properties. We cannot assure you that the information provided by any borrower is accurate or that the procedures used by the applicable sponsor in determining the information presented in this Term Sheet were adequate.

■

“Underwritten Revenues”: With respect to any mortgage loan or mortgaged property, an estimate of operating revenues, as determined by the related originator and generally derived from the rental revenue based on leases in place, leases that have been executed but the tenant is not yet paying rent and in certain cases contractual rent steps generally six months past the Cut-off Date, and in some cases adjusted downward to market rates, with vacancy rates equal to the mortgaged property’s historical rate, current rate, market rate or an assumed vacancy as determined by the related originator; plus any additional recurring revenue fees. In some cases the related originator included revenue otherwise payable by a tenant but for the existence of an initial “free rent” period or a permitted rent abatement while the leased space is built out. We cannot assure you that the assumptions made with respect to any mortgaged property will, in fact, be consistent with that mortgaged property’s actual performance.

B-17

PARK PLACE MALL

B-18

PARK PLACE MALL

B-19

PARK PLACE MALL

Mortgaged Property Information				Mortgage Loan Information
Number of Mortgaged Properties		1		Originator		GSCMC
Location (City/State)		Tucson, Arizona		Cut-off Date Principal Balance		$198,914,881
Property Type		Retail		Cut-off Date Principal Balance per SF		$415.85
Size (SF)		478,333		Percentage of Initial Pool Balance		11.4%
Total Occupancy as of 7/31/2011		96.9%		Number of Related Mortgage Loans		None
Owned Occupancy as of 7/31/2011(1)		93.1%		Type of Security		Fee Simple
Year Built / Latest Renovation		1974 / 2001		Mortgage Rate		5.1800%
Appraised Value		$313,000,000		Original Term to Maturity (Months)		120
				Original Amortization Term (Months)		360
Underwritten Revenues		$25,065,397
Underwritten Expenses		$6,236,736		Escrows(2)
Underwritten Net Operating Income (NOI)		$18,828,662			Upfront	Monthly
Underwritten Net Cash Flow (NCF)		$18,243,317		Taxes	$0	$0
Cut-off Date LTV Ratio		63.6%		Insurance	$0	$0
LTV Ratio at Maturity		52.9%		Replacement Reserves	$0	$0
DSCR Based on Underwritten NOI / NCF		1.43x / 1.39x		TI/LC	$0	$0
Debt Yield Based on Underwritten NOI / NCF		9.5% / 9.2%		Other(3)	$2,710,345	$0

Sources and Uses
Sources	$		%	Uses	$	%
Loan Amount	$200,000,000		100.0%	Loan Payoff	$170,676,409	85.3%
				Sponsor Equity Distribution	25,620,485	12.8
				Reserves	2,710,345	1.4
				Closing Costs	992,761	0.5
Total Sources	$200,000,000		100.0%	Total Uses	$200,000,000	100.0%

(1)

H&M (18,561 SF) has executed a lease, taken possession and is in the process of building out the space. They are expected to open and begin paying rent in October 2011. Just Strings (782 SF) has executed a lease and began paying rent in July 2011 but has not yet opened. Owned Occupancy excluding these tenants is 89.0%.

(2)

See “—Escrows” below.

(3)

Represents an unfunded obligation reserve. See “—Escrows” below.

■

The Mortgage Loan. The mortgage loan (the “Park Place Mall Loan”) is evidenced by a note in the original principal amount of $200,000,000 and is secured by a first mortgage encumbering a regional mall located in Tucson, Arizona (the “Park Place Mall Property”). The Park Place Mall Loan was originated by Goldman Sachs Commercial Mortgage Capital, L.P. and was subsequently purchased by Goldman Sachs Mortgage Company. The Park Place Mall Loan was originated on April 11, 2011 and represents approximately 11.4% of the Initial Pool Balance. The note evidencing the Park Place Mall Loan had an outstanding principal balance as of the Cut-off Date of $198,914,881 and has an interest rate of 5.1800% per annum. The borrower utilized the proceeds of the Park Place Mall Loan to refinance the Park Place Mall Property.

The Park Place Mall Loan had an initial term of 120 months and has a remaining term of 115 months. The Park Place Mall Loan requires monthly payments of interest and principal based on a 30-year amortization schedule. The scheduled maturity date is the due date in May 2021. Voluntary prepayment of the Park Place Mall Loan is prohibited prior to February 6, 2021. Defeasance with direct, non-callable AAA-rated obligations that are either the direct obligations of, or are fully guaranteed by the full faith and credit of, the United States of America is permitted at any time on or after the first due date following the second anniversary of the securitization closing date.

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The Mortgaged Property. The Park Place Mall Property is a 1,059,790 SF regional mall located in Tucson, Arizona. The Park Place Mall Property was constructed in 1974 and was renovated in 2001. The portion of the Park Place Mall Property’s space that constitutes collateral for the Park Place Mall Loan totals approximately 478,333 SF and includes a Century Theatres, Gap, H&M, Old Navy, Ulta and Abercrombie & Fitch. The Park Place Mall Property’s in-line space totals 268,721 SF. As of July 31, 2011, Total Occupancy was 96.9% and Owned Occupancy was 93.1%. For the trailing twelve month period ending June 30, 2011, comparable sales were approximately $450 per SF for in-line tenants with less than 10,000 SF who have both been in occupancy and reported sales for at least one year.

B-20

PARK PLACE MALL

The following table presents certain information relating to the anchor tenants (of which, certain tenants may have co-tenancy provisions) at the Park Place Mall Property:

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA		% of Total GLA			Mortgage Loan Collateral Interest	Total Rent		Total Rent $ per SF		Owned Anchor Tenant Lease Expiration	Tenant Sales $ per SF/Screen(2)		Occupancy Cost
Anchors
Sears	NR / NR / B+		221,457		20.9	%	No		$72,557		$0.33	NA		$174		0.2	%
Dillard’s	BB / B3 / BB-		200,000		18.9		No		$80,000		$0.40	NA		$224		0.2	%
Macy’s	NR / Ba1 / BBB-		160,000		15.1		No		$96,000		$0.60	NA		$110		0.5	%
Century Theatres	NR / NR / BB-		73,280		6.9		Yes		$1,643,977		$22.43	8/10/2021		$524,599		15.7	%
Total Anchors			654,737		61.8	%

Jr. Anchors
H&M(3)(4)	NR / NR / NR		18,561		1.8	%	Yes		$543,272		$29.27	4/16/2022	NA		NA
XXI Forever	NR / NR / NR		18,449		1.7		Yes		$867,584		$47.03	1/31/2019		$252		18.6	%
Old Navy	BBB- / Baa3 / BB+		17,419		1.6		Yes		$426,940		$24.51	1/31/2021	NA		NA
Abercrombie & Fitch	NR / NR / NR		14,000		1.3		Yes		$589,889		$42.13	1/31/2018		$351		12.0	%
Gap	BBB- / Baa3 / BB+		11,890		1.1		Yes		$350,461		$29.48	1/31/2020		$272		10.9	%
Ulta	NR / NR / NR		10,785		1.0		Yes		$424,273		$39.34	8/31/2015	NA		NA
Total Jr. Anchors			91,104		8.6	%

Occupied In-line			262,441		24.8	%			$16,376,846		$62.40
Occupied Outparcel			17,201		1.6	%			$657,175		$38.21
Occupied Kiosk			1,149		0.1	%			$503,551		$438.25
Vacant Spaces(5)			33,158		3.1	%			$0		$0.00
Total Owned SF			478,333		45.1	%
Total SF			1,059,790		100.0	%

(1)

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

(2)

Tenant sales as of trailing twelve months ended June 30, 2011. However, Dillard’s, Sears and Macy’s Tenant Sales per SF represent 2010 estimates.

(3)

H&M has executed a lease, taken possession and is in the process of building out the space. They are expected to open and begin paying rent in October 2011.

(4)

H&M has the right to terminate if net sales fall below $5,985,200 ($322 psf) in the 4th full year of the lease term which commences on October 1, 2011 when H&M is expected to begin paying rent.

(5)

26,878 SF of the total vacant space is attributable to the space occupied by Borders which expects to vacate its space in December 2011 due to its Chapter 11 bankruptcy filing. We cannot assure you that the space subject to any of the Borders Group Inc. leases will be re-let in a timely manner or at all. See “Risk Factors–Performance of the Certificates Will Be Highly Dependent on the Performance of Tenants and Tenant Leases–Tenant Bankruptcy Could Result in a Rejection of the Related Lease” in the Prospectus Supplement.

The following table presents certain information relating to the major tenants (of which, certain tenants may have co-tenancy provisions) at the Park Place Mall Property:

Ten Largest Owned Tenants Based On Underwritten Base Rent

Tenant	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA(2)		% of GLA			UW Base Rent		% of Total UW Base Rent			UW Base Rent $ per SF		Lease Expiration	Tenant Sales $ per SF/Screen(3)		Occupancy Cost
Century Theatres	NR / NR / BB-		73,280		15.3	%		$1,362,461		8.8	%		$18.59	8/10/2021		$524,599		15.7	%
H&M(4)(5)	NR / NR / NR		18,561		3.9			543,272		3.5			29.27	4/16/2022	NA		NA
Abercrombie & Fitch	NR / NR / NR		14,000		2.9			476,000		3.1			34.00	1/31/2018		$351		12.0	%
Old Navy	BBB- / Baa3 / BB+		17,419		3.6			426,940		2.8			24.51	1/31/2021	NA		NA
Love Culture	NR / NR / NR		9,652		2.0			417,063		2.7			43.21	5/31/2020		$295		14.6	%
American Eagle Outfitters	NR / NR / NR		4,784		1.0			359,322		2.3			75.11	1/31/2016		$530		14.2	%
XXI Forever	NR / NR / NR		18,449		3.9			325,625		2.1			17.65	1/31/2019		$252		18.6	%
Gap	BBB- / Baa3 / BB+		11,890		2.5			325,150		2.1			27.35	1/31/2020		$272		10.9	%
Ulta	NR / NR / NR		10,785		2.3			323,550		2.1			30.00	8/31/2015	NA		NA
Banana Republic	BBB- / Baa3 / BB+		8,407		1.8			235,480		1.5			28.01	1/31/2015		$345		8.1	%
Ten Largest Owned Tenants			187,227		39.1	%		$4,794,863		31.0	%		$25.61
Remaining Owned Tenants			257,948		53.9			10,652,668		69.0			41.30
Vacant Spaces (Owned Space)(6)			33,158		6.9			0		0.0			0.00
Total / Wtd. Avg. All Owned Tenants			478,333		100.0	%		$15,447,531		100.0	%		$34.70

(1)

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

(2)

Borrower owned space. Does not include Non-owned Anchors.

(3)

Tenant sales as of trailing twelve months ended June 30, 2011.

(4)

H&M has executed a lease, taken possession and is in the process of building out the space. They are expected to open and begin paying rent in October 2011.

(5)

H&M has the right to terminate if net sales fall below $5,985,200 ($322 psf) in the 4th full year of the lease term which commences on October 1, 2011 when H&M is expected to begin paying rent.

(6)

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PARK PLACE MALL

The following table presents general descriptions and renewal options of the major mall shop tenants at the Park Place Mall Property:

Ten Largest Owned Tenants Based On Underwritten Base Rent

Tenant Name	Description	Renewal Options
Century Theatres	Century Theaters is part of Cinemark which is headquartered in Plano, TX, Cinemark Holdings, Inc. (NYSE: CNK) has 436 theatres and 4,983 screens in the U.S. and Latin America as of June 30, 2011.	Four consecutive 5 year options. Rent determined by using the same fixed rate conversion formula under breakpoint.

H&M	H & M Hennes & Mauritz AB (operating as H&M) is a Swedish retail-clothing company, known for its clothing offerings for women, men, teenagers and children. It has over 2,200 stores in 41 markets and as of 2011 employed around 87,000 people.	One additional 5 year period upon 180 days notice at $730,112.14 with 3% annual increases.

Abercrombie & Fitch	Abercrombie & Fitch (A&F) (NYSE: ANF) is an American retailer that focuses on casual wear for consumers ages 18 through 22 including casual sportswear apparel, including knit and woven shirts, graphic t-shirts, fleece, jeans and woven pants, shorts, sweaters, and outerwear; personal care products; and accessories for men, women and kids. It has over 300 locations in the United States.	None

Old Navy	Old Navy is a brand of The Gap, Inc. (NYSE: GPS) and has their corporate operations in San Francisco and San Bruno, California. They offer products under their own brand name which include men’s, women’s, and children’s apparel and accessories. The Gap Inc. is a global specialty retailer with 5 brands (Gap, Banana Republic, Old Navy, Piperlime and Athleta).	None

Love Culture	Founded in 2007 by Jai Rhee and Bennet Koo, Love Culture has 37 stores in 21 different states. Love Culture stores feature a selection of fashions and accessories for women.	None

American Eagle Outfitters	American Eagle operates as an apparel and accessories retailer in the United States and Canada and offers denim wear, sweaters, graphic T-shirts, fleece, outerwear, and accessories under the American Eagle Outfitters brand name targeting 10 to 25 year old men and women. American Eagle also offers clothing and accessories for kids and babies under the 77kids by American Eagle brand and little77 brand, respectively.	None

XXI Forever	Forever 21 is an American chain of clothing retailers with branches in major cities in the United States and Canada, Europe, Asia and the Middle East offering fashion and accessories for young women and men.	None

Gap	The Gap, Inc. (NYSE: GPS) is an American clothing and accessories retailer based in San Francisco, California, and founded in 1969 by Donald G. Fisher and Doris F. Fisher. The company has five primary brands: the namesake Gap banner, Banana Republic, Old Navy, Piperlime and Athleta. Gap, Inc. has approximately 134,000 employees and about 3,100 company-operated stores and about 200 franchise stores.	None

Ulta	ULTA is a large beauty retailer that provides one-stop shopping for salon products and salon services in the United States. ULTA focuses on servicing customers by combining the product breadth, value and convenience of a beauty superstore with the distinctive environment and experience of a specialty retailer. As of July 30, 2011, ULTA operated 415 stores in 42 states.	Two additional periods of 5 Years upon 120 days prior notice 1st: $355,905 and second $391,495.

Banana Republic	Banana Republic is a brand of The Gap, Inc. (NYSE: GPS). Founded in 1978, Banana Republic is characterized by elevated designs, luxurious fabrications and approachable prices. Collections include apparel, handbags, jewelry, fragrance and eyewear. The Gap Inc. is a global specialty retailer with 5 brands (Gap, Banana Republic, Old Navy, Piperlime and Athleta).	None

B-22

PARK PLACE MALL

The following table presents certain information relating to the lease rollover schedule at the Park Place Mall Property:

Lease Expiration Schedule(1)(2)

Year Ending December 31,	Expiring Owned GLA		% of Owned GLA			Cumulative % of Owned GLA			UW Base Rent		% of Total UW Base Rent			UW Base Rent $ per SF		# Expiring Tenants
MTM		0		0.0	%		0.0	%		$0		0.0	%		$0.00		0
2011		2,413		0.5			0.5	%		128,400		0.8			53.21		4
2012		26,594		5.6			6.1	%		1,393,530		9.0			52.40		20
2013		32,335		6.8			12.8	%		1,507,783		9.8			46.63		17
2014		48,507		10.1			23.0	%		1,336,853		8.7			27.56		13
2015		58,511		12.2			35.2	%		1,948,730		12.6			33.31		16
2016		16,855		3.5			38.7	%		814,717		5.3			48.34		7
2017		9,854		2.1			40.8	%		497,180		3.2			50.45		6
2018		19,017		4.0			44.8	%		706,591		4.6			37.16		4
2019		43,372		9.1			53.8	%		1,319,215		8.5			30.42		9
2020		55,199		11.5			65.4	%		2,343,335		15.2			42.45		14
2021		107,405		22.5			87.8	%		2,607,900		16.9			24.28		11
2022 & Thereafter		25,113		5.3			93.1	%		843,297		5.5			33.58		3
Vacant		33,158		6.9			100.0	%		0		0.0			0.00		0
Total / Wtd. Avg.		478,333		100.0	%					$15,447,531		100.0	%		$34.70		124

(1)

Calculated based on approximate square footage occupied by each Owned Tenant.

(2)

Borrower owned collateral space only. Does not include Non-owned Anchors (Sears, Dillard’s and Macy’s).

The following table presents certain information relating to historical leasing at the Park Place Mall Property:

Historical Leased %(1)

		2006				2007				2008				2009				2010
Owned Space			93.4	%			95.9	%			97.5	%			98.1	%			99.7	%

(1)

As provided by the borrower and represents average occupancy for the year. Occupancy includes inline, temporary tenants, outparcels, strip centers that are open, and tenants that are closed but still paying rent.

The following table presents certain information relating to the historical average annual rent PSF at the Park Place Mall Property:

Historical Average Base Rent PSF(1)

		2008				2009				2010
Base Rent PSF			$13.82				$13.64				$13.76

(1)

Base Rent PSF calculation is based on borrower provided rental figures and total occupied square footage of 1,031,208 SF (2008), 1,045,115 SF (2009) and 1,057,186 SF (2010).

B-23

PARK PLACE MALL

n	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 Park Place Mall Property:

Cash Flow Analysis(1)

	2009			2010			TTM 7/31/2011			Underwritten(2)			Underwritten $ per SF
Base Rent(3)		$14,258,779			$14,543,081			$14,956,213			$15,447,531			$32.29
Overage Rent		329,857			534,064			482,755			541,730			1.13
Other Rental Revenue(4)		2,768,897			2,254,025			2,238,036			2,238,036			4.68
Gross Up Vacancy		0			0			0			1,405,164			2.94
Total Rent		$17,357,534			$17,331,170			$17,677,003			$19,632,461			$41.04
Total Reimbursables		6,604,796			7,254,084			7,154,344			6,738,954			14.09
Other Income(5)		171,738			121,645			99,145			99,145			0.21
Vacancy & Credit Loss		(127,976	)		(68,764	)		(145,088	)		(1,405,164	)		(2.94	)
Effective Gross Income		$24,006,091			$24,638,134			$24,785,406			$25,065,397			$52.40

Total Operating Expenses		$5,039,924			$5,580,852			$5,692,760			$6,236,736			$13.04

Net Operating Income		$18,966,167			$19,057,282			$19,092,645			$18,828,662			$39.36
TI/LC		0			0			0			427,495			0.89
Capital Expenditures		0			0			0			157,850			0.33
Net Cash Flow		$18,966,167			$19,057,282			$19,092,645			$18,243,317			$38.14

(1)

Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2)

Underwritten cash flow based on the 7/31/2011 rent roll with rent steps through 12/31/2011.

(3)

Underwritten base rent includes tenants who pay rent based on a percentage of sales in lieu of base rent. The Underwritten base rent includes one tenant (Z Gallerie) comprising 9,668 SF that paid rent based on a percentage of sales in lieu of base rent totaling $109,570.

(4)

Other rental revenue Includes rental revenue from kiosk, temporary, specialty and other tenants.

(5)

Other income includes vending income, stroller income, construction charge income, gift card service fee income, sprinkler income and telephone income.

n	Appraisal. According to the appraisal, the Park Place Mall Property had an “as-is” appraised value of $313,000,000 as of an effective date of March 4, 2011.

n	Environmental Matters. The Phase I performed on March 23, 2011 identified required registration of two drywells located at the property with the State of Arizona with an estimated remediation cost of $20.

Market Overview and Competition. The Park Place Mall Property is a regional mall in Tucson, Arizona. The shopping center that most directly competes with the subject is Tucson Mall, which is also owned by General Growth Properties, Inc. While the two centers have approximately 65 stores in common, the malls co-exist well. As of 2010, the population within a 5-mile radius of the Park Place Mall Property was 275,099 with an average household income of $54,270.

The following table presents certain information relating to the primary competition for the Park Place Mall Property:

Competitive Set

	Park Place Mall	Tucson Mall(1)	La Encantada(1)
Distance from Subject	-	11.2 miles Northwest	11.4 miles Northwest
Property Type	Regional Mall	Super-Regional Center / Mall	Lifestyle Center
Year Built / Renovated	1974 / 2001	1982 / 2009	2003
Total GLA	1,059,790	1,290,000	239,494
Total Occupancy	97%	90%	90%
Anchors	Dillard’s, Sears, Macy’s and Century Theatres	Dillard’s, Macy’s, Sears, JC Penney and Forever 21	AJ’s Fine Foods, Crate & Barrel and Pottery Barn

(1)

Source: Appraisal.

B-24

PARK PLACE MALL

The Borrower. The borrower is Park Mall L.L.C., a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Park Place Mall Loan. The borrower of the Park Place Mall Loan is indirectly owned by General Growth Properties, Inc. The non-recourse carveout guarantor under the Park Place Mall Loan is GGPLP L.L.C. See “Certain Legal Aspects of the Mortgage Loans—Bankruptcy Issues—Post Petition Credit” and “—Single Purpose Entity Covenants and Substantive Consolidation” in the Base Prospectus.

Escrows. At origination, the borrower deposited $2,710,345 into a reserve account to cover certain unfunded obligations at the Park Place Mall Property. On each due date during the continuance of an event of default under the loan documents or a Park Place Trigger Period, the borrower is required to fund (i) a tax and insurance reserve in an amount equal to one-twelfth of the amount the lender estimates will be necessary to pay tax and insurance premiums over the then succeeding twelve month period, unless the borrower provides evidence that the required insurance is being provided under any blanket policy from GGPLP L.L.C. that has been paid in full, (ii) a tenant improvement and leasing commission reserve in the monthly amount of $33,729, subject to a maximum total escrowed amount of $404,748 and (iii) a capital expenditure reserve in the monthly amount of $13,146, subject to a maximum total escrowed amount of $157,752. In addition, the borrower is required to establish a reserve account for the deposit of casualty or condemnation loss proceeds exceeding $10,000,000. During the continuance of a Park Place Trigger Period or while any permitted mezzanine debt is outstanding, the loan documents require that borrower fund a reserve in the amount of budgeted operating expenses for such month.

Furthermore, during the continuance of a Park Place Trigger Period, the loan documents require that all excess amounts on deposit in the lockbox account, after the payment of debt service and the funding of required monthly escrows for budgeted operating expenses, real estate taxes, insurance, tenant improvements, leasing commissions and capital expenditures, be reserved and held as additional collateral for the Park Place Mall Loan. However, if no event of default is continuing, the borrower may obtain disbursements from the excess amounts for payment of capital expenditures, tenant improvements, and leasing commissions to the extent funds in the reserve accounts are insufficient.

A “Park Place Trigger Period” means any period commencing as of the end of any fiscal quarter in which the net operating income (as defined in the loan agreement) of the Park Place Mall Property for the twelve-month period immediately preceding such fiscal quarter end is less than $15,197,853 and terminating as of the end of the second fiscal quarter in which the net operating income of the Park Place Mall Property for the twelve-month period immediately preceding such fiscal quarter end is greater than or equal to $15,197,853.

Lockbox and Cash Management. The Park Place Mall Loan requires a hard lockbox, which is already in place. The loan documents require the borrower to direct the tenants to pay their rents directly to a lender-controlled lockbox account or a blocked account. The loan documents also require that all rents and other amounts (other than de minimis amounts collected at the Park Place Mall Property not exceeding $25,000 per year, amounts collected on behalf of charities and certain multi-property, parent-level sponsorship revenue) received by the borrower or the property manager be deposited into the cash lockbox account or a blocked account within three business days after receipt. All amounts in any blocked account are swept to the lender-controlled cash management account on a daily basis. On each business day that no event of default under the Park Place Mall Loan is continuing and no Park Place Trigger Period is continuing, all funds in the cash management account in excess of the amount required to pay debt service and fund required reserves on the next due date will be remitted to an operating account pledged to lender but accessible by borrower. During the continuance of a monetary event of default or certain other material events of default under the Park Place Mall Loan, the lender may apply any funds in the cash management account to amounts payable under the Park Place Mall Loan and/or toward the payment of expenses of the Park Place Mall Property, in such order of priority as the lender may determine.

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PARK PLACE MALL

Property Management. The Park Place Mall Property is currently self-managed by the borrower. Under the loan documents, the Park Place Mall Property must remain (i) self-managed, (ii) managed by General Growth Management, Inc. or any affiliate of General Growth Properties, Inc. or (iii) managed by a management company approved by the lender and with respect to which the lender has received Rating Agency Confirmation. Upon the occurrence of an event of default that is continuing, a material default relating to the Park Place Mall Property by the property manager under the management provisions, the filing of a bankruptcy petition or a similar event with respect to the property manager, the lender may require borrower to replace the manager, if the property is not self-managed, or require the borrower to engage an approved property manager selected by lender.

Release of Collateral. The borrower may obtain the release of certain vacant, non-income producing parcels in connection with the conveyance of such parcels to one or more third parties, without the payment of a release price, subject to certain conditions set forth in the loan agreement, including among others: (i) no event of default continuing under the Park Place Mall Loan, (ii) a determination that certain REMIC requirements will be met and (iii) Rating Agency Confirmation. The borrower may also substitute certain vacant, non-income producing parcels of land for newly acquired parcels of land readily accessible from the Park Place Mall Property, subject to certain conditions set forth in the loan agreement, including among others: (i) no event of default continuing under the Park Place Mall Loan, (ii) a determination that certain REMIC requirements will be met and (iii) Rating Agency Confirmation. In addition to the foregoing, the borrower may acquire certain parcels of land to be added to the Park Place Mall Property, subject to certain conditions set forth in the loan agreement, including among others: (i) no event of default continuing under the Park Place Mall Loan, (ii) delivery of an endorsement to the title policy, (iii) no material adverse effect on the ability of the borrowers to perform or lender to enforce any material provision of any loan document, or the value, net operating income, use, enjoyment, operation or occupancy of the Park Place Mall Property, and (iv) delivery of substitute loan documentation and environmental reports.

Mezzanine or Subordinate Indebtedness. Mezzanine debt is permitted from a Qualified Institutional Lender to a direct or indirect equity owner of borrower that is secured by a pledge of direct or indirect equity interests in borrower, so long as (i) immediately after giving effect to such debt, loan-to-value (as calculated under the loan agreement) does not exceed 70%, (ii) immediately after giving effect to such debt, debt service coverage ratio (as calculated under the loan agreement) is at least 1.54x, (iii) a subordination and intercreditor agreement is received by the lender, (iv) the mezzanine debt is either coterminous with the Park Place Mall Loan or prepayable without premium or penalty from and after a date that occurs prior to the maturity date of the Park Place Mall Loan and (v) if such mezzanine debt bears a floating rate of interest, borrower obtains an interest rate cap agreement.

A “Qualified Institutional Lender” means a “Qualified Transferee” under the standard mortgage/mezzanine intercreditor agreement promulgated by the CRE Finance Counsel or another lender reasonably approved by lender, subject to the delivery of Rating Agency Confirmation.

Terrorism Insurance. So long as TRIPRA or a similar or subsequent statute is in effect, the borrower is required to maintain terrorism insurance for certified and non-certified acts (as those terms are defined in TRIPRA or similar or subsequent statute) in an amount equal to the full replacement cost of the Park Place Mall Property, plus twelve months of business interruption coverage. If TRIPRA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the borrower is required to carry terrorism insurance throughout the term of the Park Place Mall Loan as required by the preceding sentence, but in that event the borrower will not be required to spend more than two times the amount of the insurance premium that is payable at that time in respect of the casualty and business interruption/rental loss insurance required under the loan documents (not including the terrorism and seismic components of that insurance), and if the cost of terrorism insurance exceeds that amount, the borrower is required to purchase the maximum amount of terrorism insurance available with funds equal to that amount. The terrorism insurance is required to contain a deductible that is no larger than $100,000. The required terrorism insurance may be included in a blanket policy, provided that the borrower provides evidence satisfactory to the lender that the insurance premiums for the Park Place Mall Property are separately allocated under the blanket policy and that certain other requirements are satisfied. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.

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1551 BROADWAY

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1551 BROADWAY

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Originator		CGMRC
Location (City/State)	New York, New York	Cut-off Date Principal Balance		$180,000,000
Property Type	Retail	Cut-off Date Principal Balance per SF		$7,031.25
Size (SF)(1)	25,600	Percentage of Initial Pool Balance		10.3%
Total Occupancy as of 9/1/2011	100.0%	Number of Related Mortgage Loans		None
Owned Occupancy as of 9/1/2011	100.0%	Type of Security	Fee Simple
Year Built / Latest Renovation	2008 / NAP	Mortgage Rate		5.1000%
Appraised Value	$360,000,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		0
Underwritten Revenues(2)	$19,928,318
Underwritten Expenses	$2,102,965	Escrows
Underwritten Net Operating Income (NOI)	$17,825,353		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$17,817,332	Taxes	$0	$0
Cut-off Date LTV Ratio	50.0%	Insurance	$0	$0
LTV Ratio at Maturity	50.0%	Replacement Reserves	$0	$669
DSCR Based on Underwritten NOI / NCF	1.92x / 1.91x	TI/LC	$0	$0
Debt Yield Based on Underwritten NOI / NCF	9.9% / 9.9%	Other(3)	$0	$0

Sources and Uses

Sources	$	%	Uses	$	%
Loan Amount	$180,000,000	99.0%	Loan Payoff	$126,206,397	69.4%
Other	1,900,000	1.0	Sponsor Equity Distribution	52,092,087	28.6
			Closing Costs	3,601,516	2.0

Total Sources	$181,900,000	100.0%	Total Uses	$181,900,000	100.0%

(1)

Size (SF) does not include 14,504 SF of light emitting diode (“LED”) signage space. Total SF including LED signage is 40,104 SF.

(2)

Underwritten Revenues include contractual rent steps ($2,761,241). See”—Cash Flow Analysis” below.

(3)

See “– Escrows” below.

The Mortgage Loan. The mortgage loan (the “1551 Broadway Loan”) is evidenced by a note in the original principal amount of $180,000,000 and is secured by a first mortgage encumbering a retail building located in New York, New York (the “1551 Broadway Property”). The 1551 Broadway Loan was originated by Citigroup Global Markets Realty Corp. The 1551 Broadway Loan was originated on June 7, 2011 and represents approximately 10.3% of the Initial Pool Balance. The note evidencing the 1551 Broadway Loan has an outstanding principal balance as of the Cut-off Date of $180,000,000 and an interest rate of 5.1000% per annum. The proceeds of the 1551 Broadway Loan were used, among other things, to refinance existing debt on the 1551 Broadway Property, pay closing costs, and return capital to the borrower.

The 1551 Broadway Loan had an initial term of 120 months and has a remaining term of 117 months. The 1551 Broadway Loan requires payments of interest only for the entire term of the 1551 Broadway Loan. The scheduled maturity date is the due date in July 2021. Voluntary prepayment of the 1551 Broadway Loan is prohibited prior to May 6, 2021. Defeasance with direct, non-callable obligations of the United States of America or other obligations which are “government securities” is permitted at any time on or after the first due date following the second anniversary of the securitization closing date.

The Mortgaged Property. The 1551 Broadway Property is an approximately 25,600 SF, three-story and basement, single-tenant retail building located in New York, New York. The 1551 Broadway Property also contains an LED signage tower with 14,504 rentable SF. The 1551 Broadway Property was constructed in 2008 and is located on the northwest corner of West 46th Street and Broadway in the “Bow Tie” section of Times Square in New York City. The 1551 Broadway Property is 100.0% leased to AE Outfitters Retail Co. (“American Eagle Tenant”), a wholly owned subsidiary of American Eagle Outfitters, Inc. (“American Eagle”). American Eagle guarantees the obligations of the American Eagle Tenant under the American Eagle Lease. American Eagle is listed on the New York Stock Exchange under the ticker symbol “AEO.”

American Eagle operates as an apparel and accessories retailer in the United States and Canada. American Eagle offers denim wear, sweaters, graphic t-shirts, fleece, outerwear, and accessories under the American Eagle Outfitters brand name targeting 15 to 25 year old men and women. American Eagle also offers clothing and accessories for kids and babies under the 77kids by American Eagle brand and little77 brand, respectively. American Eagle also provides a collection of dormwear, intimates, and personal care products for girls under the aerie by American Eagle brand name. As of January 29, 2011, American Eagle operated 929 American Eagle Outfitters stores, 148 aerie stand-alone stores, and nine 77kids stores. Further, American Eagle’s online business, AEO Direct, ships its products to 76 countries worldwide. American Eagle was founded in 1977 and is

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1551 BROADWAY

headquartered in Pittsburgh, Pennsylvania. American Eagle had net sales of $2.97 billion for the fiscal year ending January 29, 2011. As of January 29, 2011, American Eagle had total assets of $1.88 billion (including $668 million cash) and total liabilities of $0.53 billion (with no debt). See “Description of the Mortgage Pool – Significant Obligors” and Annex F in the Prospectus Supplement.

The American Eagle Lease (“American Eagle Lease”) commenced on February 16, 2009 and expires on February 29, 2024. Under the American Eagle Lease 64.8% of the rent is allocated to the retail portion of the 1551 Broadway Property and under the American Eagle Lease 35.2% of the rent is allocated to the LED sign portion of the 1551 Broadway Property. The American Eagle Lease provides for annual contractual rent increases in an amount equal to 3% of the previous year’s rent. In addition, the American Eagle Tenant has the right, at its election, to extend the term of the American Eagle Lease for three consecutive five-year renewal options at no less than 103% of the previous year’s rent. The American Eagle Tenant is responsible for payment of operating expenses including but not limited to taxes, assessments, utilities, insurance, property management fees, and repairs and maintenance. The American Eagle Tenant has no express right to terminate the lease, except in connection with certain cases of casualty or condemnation.

The following table represents certain information relating to the tenant at the 1551 Broadway Property:

Tenant Summary

Tenant Name

Credit Rating (Fitch/MIS/S&P)

Tenant GLA(1)

% of Total GLA(1)

Total Rent(2)

Total Rent ($ per SF)(1)(2)

American Eagle

NR / NR / NR

25,600

100.0

$15,913,500

$621.62

(1)

Tenant GLA does not include 14,504 SF of LED signage space. Total GLA including LED signage is 40,104 SF.

(2)

The 1551 Broadway Property is 100% triple-net Leased to American Eagle through 2024 with annual contractual rent increases in an amount equal to 3% of the previous year’s rent. In addition, American Eagle has at its election three consecutive five-year renewal options at 103% of the previous year’s rent. American Eagle is responsible for operating expenses including but not limited to taxes, assessments, utilities, insurance, property management fees, and repairs and maintenance. Total Rent is comprised of $10,306,643 for the retail space and $5,606,857 for the LED signage space. Total Rent ($ per SF) is based on Total Rent divided by Tenant GLA (retail space) not including 14,504 SF of LED signage space.

The following table presents the lease rollover schedule at the 1551 Broadway Property, based on initial lease expiration dates:

Lease Expiration Schedule

Year Ending December 31,	Expiring GLA(1)		% of GLA(1)			Cumulative % of GLA(1)			Underwritten Base Rent(2)		% of Total Underwritten Base Rent			Underwritten Base Rent $ per SF(1)(2)		# of Expiring Tenants
MTM		0		0.0	%		0.0	%		$0		0.0	%		$0.00		0
2010		0		0.0			0.0	%		0		0.0			0.00		0
2011		0		0.0			0.0	%		0		0.0			0.00		0
2012		0		0.0			0.0	%		0		0.0			0.00		0
2013		0		0.0			0.0	%		0		0.0			0.00		0
2014		0		0.0			0.0	%		0		0.0			0.00		0
2015		0		0.0			0.0	%		0		0.0			0.00		0
2016		0		0.0			0.0	%		0		0.0			0.00		0
2017		0		0.0			0.0	%		0		0.0			0.00		0
2018		0		0.0			0.0	%		0		0.0			0.00		0
2019		0		0.0			0.0	%		0		0.0			0.00		0
2020		0		0.0			0.0	%		0		0.0			0.00		0
2021 & Thereafter		25,600		100.0			100.0	%		15,913,500		100.0			621.62		1
Vacant		0		0.0			100.0	%		0		0.0			0.00		0
Total / Wtd. Avg.		25,600		100.0	%					$15,913,500		100.0	%		$621.62		1

(1)

Calculated based on approximate square footage leased by the tenant. Expiring GLA and % of GLA does not include 14,504 SF of LED signage space. Total GLA including LED signage is 40,104 SF.

(2)

The 1551 Broadway Property is 100% NNN Leased to American Eagle through 2024 with annual contractual rent steps in the amount of 3% of the previous year’s rent. In addition, American Eagle has at its election three consecutive five-year renewal options at 103% of the previous year’s rent. American Eagle is responsible for operating expenses including but not limited to taxes, assessments, utilities, insurance, property management fees, and repairs and maintenance. Underwritten Base Rent is comprised of $10,306,643 for the retail space and $5,606,857 for the LED signage space. Underwritten Base Rent ($ per SF) is based on Underwritten Base Rent divided by Tenant GLA (retail space) not including 14,504 SF of LED signage space.

B-31

1551 BROADWAY

The following table presents certain information relating to historical leasing at the 1551 Broadway Property:

Historical Leased %(1)(2)

12/31/2006		12/31/2007		12/31/2008		12/31/2009		12/31/2010
NAP		NAP		NAP		100.0%		100.0%

(1)

As provided by the borrower.

(2)

The 1551 Broadway Property was constructed in 2008. American Eagle opened for business on November 19, 2009.

The following table presents certain information relating to the historical average annual rent PSF at the Park 1551 Broadway Property:

Historical Average Base Rent PSF(1)

		2008		2009(2)		2010
Base Rent PSF		NAP		$585.94		$603.52

(1)

Base Rent PSF is based on total rent divided by 25,600 SF (retail space) and does not include the 40,104 SF of LED signage.

(2)

Rent commenced on February 16, 2009.

n	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 1551 Broadway Property:

Cash Flow Analysis(1)

	2009		2010		Underwritten(2)			Underwritten $ per SF
Base Rent (Retail)		$8,471,711		$10,006,450		$10,306,643			$402.60
Base Rent (Signage)		4,608,646		5,443,550		5,606,857			219.02
Contractual Rent Steps		0		0		2,761,241			107.86
Gross Up Vacancy		0		0		0			0.00
Total Rent		$13,080,357		$15,450,000		$18,674,741			$729.48
Total Reimbursables		497,659		691,220		1,660,278			64.85
Other Income		2,662		8,037		0			0.00
Less Vacancy & Credit Loss		0		0		(406,700	)		(15.89	)
Effective Gross Income		$13,580,678		$16,149,257		$19,928,318			$778.45

Total Operating Expenses		778,000		749,343		2,102,965			82.15

Net Operating Income		$12,802,678		$15,399,914		$17,825,353			$696.30
Capital Expenditures		0		0		8,021			0.31
TI/LC		0		0		0			0.00
Net Cash Flow		$12,802,678		$15,399,914		$17,817,332			$695.99

(1)

Certain items such as interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flows.

(2)

The 1551 Broadway Property is 100% triple-net Leased to American Eagle through 2024 with annual contractual rent increases in an amount equal to 3% of the previous year’s rent. The tenant is responsible for operating expenses including but not limited to taxes, assessments, utilities, insurance, property management fees, and repairs and maintenance. A 2% vacancy adjustment was applied to the total rent. Non-reimbursable expenses representing a 2% management fee of $398,566 are included in Total Operating Expenses. Contractual Rent Steps are underwritten at the present value of the lease’s rent steps through the ten-year loan term discounted using an 11% discount rate, which amounts to $2,761,241. Excluding the $2,761,241 of Contractual Rent Steps for American Eagle and based on a decreased vacancy of $351,476 and management fee of $344,446, the Underwritten Net Cash Flow is $15,165,436. The DSCR Based on Underwritten NCF and Debt Yield Based on Underwritten NCF excluding the Contractual Rent Steps and using the Cut-off Date Principal Balance of $180,000,000 are 1.63x and 8.4%, respectively.

n	Appraisal. According to the appraisal, the 1551 Broadway Property had an “as-is” appraised value of $360,000,000 as of an effective date of June 1, 2011. The appraiser also provided a “go dark” appraised value of $390,000,000.

Environmental Matters. According to the Phase I dated May 24, 2011, there are no recommendations for further action other than that the NYSDEC UST registration for the site should be modified to reflect the current conditions that exist at the site and the removal of the 2,500 gallon No. 4 fuel oil underground storage tank in December 2007.

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1551 BROADWAY

Market Overview and Competition. 1551 Broadway is located at the northwest corner of West 46th Street and Broadway in the Times Square area of Midtown Manhattan. The Times Square neighborhood is generally defined as the area bounded by Sixth Avenue to the east, Ninth Avenue to the west, 40th Street to the south and 54th Street to the north. Per the appraisal, numerous major retail and entertainment companies have relocated to Times Square, including ABC/Disney, XXI Forever, Clear Channel Entertainment, MTV, and Oakley Sunglasses. The total New York City retail market contains approximately 70.07 million SF with a 2.2% vacancy rate. The Times Square retail submarket contains 173 buildings totaling approximately 2.94 million SF with a vacancy rate of 1.3%.

The following table presents certain information relating to some retail lease comparables provided in the appraisal for the 1551 Broadway Property:

Retail Lease Comparables(1)(2)(3)

1551 Broadway
Property
(Retail)

1501
Broadway
(Retail)

1515 Broadway
(Retail)

1540 Broadway
(Retail)

1551
Broadway
Property
(Signage)

1 Times
Square
(Signage)

2 Times
Square
(Signage)

1535
Broadway
(Signage)

Cross Streets

Broadway
between 46th
and 47th

Broadway
between 43rd
and 44th

Broadway
between 44th
and 45th

Broadway
between 45th
and 46th

Broadway
between 46th
and 47th

42nd Street
between 7th
Ave. and
Broadway

Broadway
between 47th
and 48th

Broadway
between 45th
and 46th

Tenant

American Eagle

Yankee
Clubhouse

Aeropostale

Swarovski

American
Eagle

Discover Card,
Anheuser-
Busch Corp.,
General Motors,
Panasonic

Pontiac, Coca
Cola,
Samsung,
HSBC,

Prudential

LG Electronics

Lease Commencement

February 2009

February 2011

December 2009

February 2009

Total GLA

25,600

2,000

31,089

1,000

14,504

15,000

3,750

Term (years)

Lease Type

Net

Gross

Net

Gross

Average Rent PSF

$403

$1,300

$354

$1,045

$387

$880

$893

$1,152

Ground Floor Rent PSF

$955

$1,300

$1,075

$1,045

Free Rent (months)

Total Adjustment

10%

(1)

Source: Appraisal.

(2)

Certain Lease Comparables shown in the above table may be renewals. Additional information on all rent comparables can be found in the appraisal.

(3)

64.8% of the rent under the American Eagle Lease is allocated to the retail portion of the 1551 Broadway Property and 35.2% of the rent under the American Eagle Lease is allocated to the LED sign portion of the 1551 Broadway Property.

The Borrower. The co-borrowers are 1551 Broadway Owner LLC and 1555 Broadway Owner LLC, both of which are New York limited liability companies and single-purpose, single-asset entities. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 1551 Broadway Loan. The co-borrowers under the 1551 Broadway Loan are indirectly owned by Times Square & 34th Holding LLC, a Delaware limited liability company, the members of which are JS Times Square & 34th LLC, a New York limited liability company (90%), and Green Broadway/34 Investment LLC, a Delaware limited liability company (10%). JS Times Square & 34th LLC is 100% owned by Jeff Sutton and Green Broadway/34 Investment LLC is an affiliate of SL Green Realty Corp. Jeff Sutton is the President and Founder of Wharton Properties, a commercial real estate company that owns and manages over 115 properties throughout the greater New York City area. SL Green Realty Corp. is a REIT focused primarily on acquiring, managing and maximizing value of Manhattan commercial properties. As of June 30, 2011, SL Green owned interests in 57 Manhattan properties totaling more than 33.6 million square feet.

Escrows. On each monthly payment date, the borrower is required to fund the following reserves with respect to the 1551 Broadway Property: (i) a capital expenditure reserve in the amount of $669; (ii) at lender’s option, at any time after borrower fails to pay taxes with respect to the 1551 Broadway Property when due, a tax reserve in an amount equal to one-twelfth of the amount that the lender estimates will be necessary to pay taxes over the then succeeding twelve month period; and (iii) at lender’s option, if the liability or casualty insurance policies are not maintained by borrower under approved blanket or umbrella policies, an insurance reserve in an amount equal to one-twelfth of the amount that would be sufficient to pay the insurance premiums due for the renewal of the coverage afforded by the policies upon the expiration thereof.

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1551 BROADWAY

In addition, on each monthly payment date during the continuance of an event of default or other 1551 Broadway Trigger Period, the borrower is required to deposit (i) amounts required by the lender to pay for approved operating expenses and approved extraordinary expenses with respect to the 1551 Broadway Property for the current month into an operating expense reserve account and (ii) all excess cash flow generated by the 1551 Broadway Property on deposit in the cash management account, after payment of debt service and the funding of monthly escrows for budgeted operating expenses, real estate taxes and insurance and capital expenditure reserves for each month into an excess cash flow reserve account, to be held as additional collateral for the 1551 Broadway Loan. The balance in the excess cash flow reserve account will be capped at $5,000,000 provided that the only 1551 Broadway Trigger Period that exists was caused solely as a result of the Specified Tenant failing to be in actual, physical possession of the Specified Tenant Space, failing to be open to the public for business during customary hours and/or “going dark” (a “Specified Tenant Operating Trigger Period”) and no event of default or other 1551 Broadway Trigger Period exists.

A “1551 Broadway Trigger Period” means a period (A) commencing upon the earliest of (i) an event of default (ii) the occurrence of a Specified Tenant Trigger Period, and (iii) if borrower has replaced the Specified Tenant with a replacement tenant, the debt service coverage ratio (calculated as described in the loan agreement) being less than 1.20x; and (B) expiring (w) with regard to any 1551 Broadway Trigger Period commenced in connection with an event of default, the cure (if applicable) of such event of default, (x) with regard to any 1551 Broadway Trigger Period commenced in connection with clause (ii) above, the Specified Tenant Trigger Period ceasing to exist in accordance with the terms of the loan agreement, (y) with regard to any 1551 Broadway Trigger Period commenced in connection with clause (iii) above, the debt service coverage ratio being equal to or greater than 1.20x for two (2) consecutive calendar quarters, and (z) with regard to any 1551 Broadway Trigger Period caused solely by a Specified Tenant Operating Trigger Period, the date on which the balance in the excess cash flow reserve is greater than or equal to $5,000,000. Notwithstanding the foregoing, a 1551 Broadway Trigger Period will not be deemed to expire in the event that any other 1551 Broadway Trigger Period then exists.

“Specified Lease Guarantor” means American Eagle.

“Specified Tenant” means American Eagle Tenant and any successor thereto by merger, acquisition or otherwise.

“Specified Tenant Lease” means the American Eagle Lease (including any guaranty furnished thereunder), as same may be amended, restated, extended, renewed, replaced and/or otherwise modified.

“Specified Tenant Space” means the portion of the 1551 Broadway Property leased to American Eagle Tenant under the American Eagle Lease.

“Specified Tenant Trigger Period” means a period: (A) commencing upon the first to occur of (i) the existence of a Specified Tenant Operating Trigger Period, (ii) Specified Tenant giving notice that it is terminating the Specified Tenant Lease for all or any portion of the Specified Tenant Space, (iii) any termination or cancellation of the Specified Tenant Lease (including, without limitation, rejection in any bankruptcy or similar insolvency proceeding) and/or the Specified Tenant Lease failing to otherwise be in full force and effect, and (iv) any bankruptcy or similar insolvency of Specified Tenant and/or Specified Lease Guarantor; and (B) expiring upon the first to occur of lender’s receipt of evidence reasonably acceptable to lender (which evidence must include, without limitation, a duly executed estoppel certificate from Specified Tenant in form and substance required by the Specified Tenant Lease or otherwise reasonably acceptable to lender) of (1) the satisfaction of the Specified Tenant Trigger Period cure conditions set forth in the loan agreement or (2) borrower leasing the entire Specified Tenant Space to a replacement tenant in accordance with the applicable terms and conditions of the loan agreement, such lease being guaranteed by a replacement lease guarantor reasonably acceptable to lender if the net worth of the applicable tenant is not sufficient considering the obligations involved, the applicable tenant under such lease being in actual, physical occupancy of, and open to the public for business in, the space demised under its lease and paying the full amount of the rent due under its lease. In the event borrower leases the 1551 Broadway Property to a replacement tenant, such tenant will be deemed to be the Specified Tenant and such lease guarantor will be deemed to be the Specified Lease Guarantor for purposes of determining whether a Specified Tenant Trigger Period has commenced.

B-34

1551 BROADWAY

Lockbox and Cash Management. The 1551 Broadway Loan requires a hard lockbox, which is already in place. The loan documents require the borrower to direct the tenants to pay their rents directly to a lender controlled lockbox account. On each business day, all sums on deposit in the lockbox account will be transferred (i) provided that no event of default or 1551 Broadway Trigger Period exists, to the borrower, or (ii) if an event of default or other 1551 Broadway Trigger Period exists, to the cash management account. On each monthly payment date, all funds on deposit in the cash management account, after payment of debt service and the funding of monthly escrows for budgeted operating expenses, real estate taxes and insurance and capital expenditure reserves, will be deposited into an excess cash flow reserve account, to be held as additional collateral for the 1551 Broadway Loan. The balance in the excess cash flow reserve account will be capped at $5,000,000 provided that no event of default is continuing and the only 1551 Broadway Trigger Period that exists is a Specified Tenant Operating Trigger Period. Provided that no event of default or 1551 Broadway Trigger Period exists other than a Specified Tenant Operating Trigger Period, any excess cash flow available in the cash management account after the balance in the excess cash flow reserve account is at least $5,000,000 will be transferred to the borrower.

n	Property Management. The 1551 Broadway Property is self-managed by the borrower.

Mezzanine or Subordinate Indebtedness. At any time after the closing date of the 1551 Broadway Loan, provided that no event of default exists under the 1551 Broadway Loan, certain direct or indirect equity owners of borrower may incur mezzanine debt from a Qualified Lender secured by a pledge of direct or indirect equity interests in borrower, so long as, among other conditions, (i) the mezzanine lender enters into an intercreditor agreement with lender substantially in the form then customarily required in the CMBS market, (ii) all documents evidencing and/or securing such mezzanine debt are reasonably acceptable to the mortgage lender under the 1551 Broadway Loan, (iii) immediately after the closing of such mezzanine debt, the loan-to-value ratio (as calculated under the loan agreement based on the aggregate principal balance of the 1551 Broadway Loan and such mezzanine debt) does not exceed 65%, (iv) immediately after the closing of such mezzanine debt, the debt service coverage ratio (as calculated under the loan agreement) is at least 1.25x, (v) if such mezzanine debt bears a floating rate of interest, the mezzanine borrower obtains an interest rate cap agreement with a fixed strike price such that the debt service coverage ratio (as calculated under the loan agreement) is at least 1.25x and (vi) borrower delivers rating agency confirmations with respect to such mezzanine debt from each of the rating agencies.

“Qualified Lender” means a lender meeting certain requirements satisfactory to the rating agencies.

Terrorism Insurance. The borrower is required to maintain an “all-risk” insurance policy that provides coverage for terrorism in an amount equal to the full replacement cost of the 1551 Broadway Property, plus eighteen (18) months of business interruption coverage in an amount equal to 100% of the projected net operating income plus fixed expenses from the 1551 Broadway Property for a period continuing until the restoration of the 1551 Broadway Property has been completed. The terrorism insurance is required to contain a deductible that is acceptable to the lender and is no larger than $50,000. The required terrorism insurance may be included in a blanket policy, if the borrower provides evidence satisfactory to the lender that the insurance premiums for the 1551 Broadway Property are separately allocated under such blanket policy and that certain other requirements are satisfied. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.

B-35

COPPER BEECH PORTFOLIO

B-36

COPPER BEECH PORTFOLIO

B-37

COPPER BEECH PORTFOLIO

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	4	Originator		GSLP
Location (City/State)	Various	Cut-off Date Principal Balance		$119,502,551
Property Type	Multifamily	Cut-off Date Principal Balance per Unit(2)		$112,420.09
Size (Units)	1,063	Percentage of Initial Pool Balance		6.8%
Total Occupancy as of 8/4/2011	99.9%	Number of Related Mortgage Loans		None
Owned Occupancy as of 8/4/2011	99.9%	Type of Security		Fee Simple
Year Built / Latest Renovation	Various	Mortgage Rate		5.4500%
Appraised Value(1)	$175,000,000	Original Term to Maturity (Months)		60
		Original Amortization Term (Months)		360
Underwritten Revenues	$17,562,065
Underwritten Expenses	$5,076,772	Escrows
Underwritten Net Operating Income (NOI)	$12,485,293		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$12,027,632	Taxes	$50,818	$66,985
Cut-off Date LTV Ratio(2)	68.3%	Insurance	$37,406	$19,648
LTV Ratio at Maturity(2)	63.7%	Replacement Reserves	$0	$38,150
DSCR Based on Underwritten NOI / NCF(2)	1.54x / 1.48x	TI/LC	$0	$0
Debt Yield Based on Underwritten NOI / NCF(2)	10.4% / 10.1%	Other(3)	$11,363,150	$0

Sources and Uses
	Sources	$	%	Uses	$	%
	Loan Amount	$120,000,000	92.3%	Loan Payoff	$105,462,532	81.1%
	B-Note	10,000,000	7.7	Sponsor Equity Distribution	12,064,797	9.3
				San Marcos Holdback	8,625,000	6.6
				Survey Holdback	2,500,000	1.9
				Closing Costs	1,021,297	0.8
				Reserves	326,374	0.3
	Total Sources	$130,000,000	100.0%	Total Uses	$130,000,000	100.0%

(1)

The “as-is” value of the San Marcos Property is $42,300,000 as of April 28, 2011 and reflects 90% completion of the proposed construction. Construction has since been completed and the property received a certificate of occupancy on June 10, 2011. The aggregate portfolio appraised value of $175,000,000 reflects the “as stabilized” value of the San Marcos Property of $46,800,000 with an “as stabilized” date of August 28, 2011. See “—Appraisal” below.

(2)

The Copper Beech Portfolio Loan is a senior note in the Copper Beech Portfolio Whole Loan. The Copper Beech Portfolio Loan Cut-off Date Principal Balance per Unit, the DSCR based on Underwritten NOI, the DSCR based on Underwritten NCF, the Cut-off Date LTV Ratio, the LTV Ratio at Maturity, the Debt Yield based on Underwritten NOI and the Debt Yield based on Underwritten NCF are calculated based on the Copper Beech Portfolio Loan, without regard to the related companion loan.

(3)

Includes an $8,625,000 reserve for remaining construction liabilities at the San Marcos Property, a $238,150 reserve to fund the cost of radon testing and remediation at the Harrisonburg Property as well as a $2,500,000 reserve, which was released on June 6, 2011 following the receipt of survey and final zoning reports for the IUP Property. As of July 14, 2011, $8,434,754 has been released from the initial $8,625,000 San Marcos holdback, leaving $190,246. See “—Escrows” below.

■

The Mortgage Loan. The mortgage loan (the “Copper Beech Portfolio Loan”) is a senior note in a whole loan (the “Copper Beech Portfolio Whole Loan”), which is evidenced by two notes and is secured by first mortgages encumbering four student housing complexes located Virginia, Texas, West Virginia and Pennsylvania (the “Copper Beech Portfolio Properties”). The Copper Beech Portfolio Whole Loan was originated by Goldman Sachs Lending Partners, LLC and will be purchased by Goldman Sachs Mortgage Company on or prior to the securitization closing date. The Copper Beech Portfolio Whole Loan was originated on May 27, 2011 and had an original principal balance of $130,000,000, has an outstanding principal balance as of the Cut-off Date of $129,461,097 and accrues interest at an interest rate of 5.4500% per annum. The proceeds of the Copper Beech Portfolio Whole Loan were primarily used to refinance existing debt on the Copper Beech Portfolio Properties. The Copper Beech Portfolio Loan has an outstanding principal balance as of the Cut-off Date of $119,502,551 which represents approximately 6.8% of the Initial Pool Balance, and accrues interest at an interest rate of 5.4500% per annum.

The Copper Beech Portfolio Whole Loan had an initial term of 60 months and has a remaining term of 56 months. The Copper Beech Portfolio Whole Loan requires payments of interest and principal based on a 30-year amortization schedule. The scheduled maturity date is the due date in June 2016. Voluntary prepayment of the Copper Beech Portfolio Whole Loan is prohibited prior to April 6, 2016. Defeasance with direct, non-callable AAA-rated obligations that are either the direct obligations of, or are fully guaranteed by the full faith and credit of, the United States of America is permitted at any time on or after the first due date following the second anniversary of the securitization closing date.

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■	The Mortgaged Properties. The Copper Beech Portfolio Properties consist of four student housing complexes with a total of 1,063 units (3,052 beds) and approximately 1,763,794 SF. The Copper Beech Portfolio Properties making up the collateral of the Copper Beech Portfolio Loan are below:

—

CBTC 28 Harrisonburg (“Harrisonburg Property”): The Harrisonburg Property is a 414 unit (1,218 bed) student housing complex located in Harrisonburg, Virginia. The Harrisonburg Property is comprised of 48 buildings with a total of 705,000 SF. The Harrisonburg Property serves the campus of James Madison University which had a student population of 20,104 for the 2010 – 2011 academic year. The Harrisonburg Property is located approximately 2.5 miles from the university campus.

—

CBTC 26 Morgantown (“Morgantown Property”): The Morgantown Property is a 335 unit (920 bed) student housing complex located in Morgantown, West Virginia. The Morgantown Property is comprised of 31 buildings with a total of 540,800 SF. The Morgantown Property serves the campus of West Virginia University. For the 2010 – 2011 academic year, West Virginia University had total enrollment of 29,306 students. The Morgantown Property is located approximately 2.5 miles from the university campus.

—

CBTC 29 San Marcos (“San Marcos Property”): The San Marcos Property is a 273 unit (840 bed) student housing complex located in San Marcos, Texas. The San Marcos Property is comprised of 33 buildings with a total of 482,400 SF. The San Marcos Property serves Texas State University which had a student population of 32,580 for the 2010 – 2011 academic year. The San Marcos Property is located approximately 1 mile from the university campus.

—

CBTC 3 IUP (“IUP Property”): The IUP Property is a 41 unit (74 bed) property located in Indiana, Pennsylvania. The IUP Property serves the campus of Indiana University of Pennsylvania, which had a student population of 15,126 for the 2010 – 2011 academic year (August 2010 – July 2011). The IUP Property is comprised of 3 buildings (120 – 180 South 8th Street, 719 Philadelphia Street and 116 – 126 South 5th Street) with a total of 35,594 SF.

The following table presents certain information relating to the Copper Beech Portfolio Properties:

Unit Type	# of Beds		# of Units		SF		Monthly Market Rent per Bed		Total Yearly Market Rent		Monthly Actual Rent per Bed		Total Yearly Actual Rent
IUP Property
3BR / 2.5BA		18		6		1,067		$358		$77,400		$358		$77,400
1BR / 1BA		1		1		900		710		8,520		710		8,520
2BR / 1BA		14		7		900		454		76,200		454		76,200
2BR / 1BA, Large		28		14		900		477		160,104		477		160,104
1BR / 1BA		11		11		696		684		90,300		684		90,300
1BR / 1BA, Large		2		2		868		673		16,140		673		16,140
Morgantown Property
1BR / 1BA		62		62		650		670		498,420		670		498,420
2BR / 2.5BA, A		128		64		1,300		529		813,024		529		813,024
2BR / 2.5BA, B		2		1		1,300		539		12,936		539		12,936
3BR / 3.5BA		312		104		2,000		464		1,736,676		464		1,736,676
4BR / 4.5BA		416		104		2,000		401		2,003,952		401		2,003,408
Harrisonburg Property
1BR / 1BA, A		57		57		650		698		477,180		698		477,180
1BR / 1BA, B		3		3		650		702		25,260		702		25,260
2BR / 2.5BA		120		60		1,300		509		733,440		509		733,440
3BR / 3.5BA		414		138		2,000		453		2,251,584		453		2,251,584
4BR / 4.5BA		624		156		2,000		442		3,312,672		442		3,312,672
San Marcos Property
1BR / 1BA, A		29		29		650		741		257,940		741		257,940
1BR / 1BA, B		1		1		650		735		8,820		735		8,820
2BR / 2.5BA, A		64		32		1,300		555		426,060		555		426,060
2BR / 2.5BA, B		2		1		1,300		545		13,080		545		13,080
3BR / 3.5BA		288		96		2,000		501		1,730,760		501		1,730,760
4BR / 4.5BA		456		114		2,000		485		2,654,400		485		2,654,400
Total / Wtd. Avg.		3,052		1,063		1,659		$475		$17,384,868		$475		$17,384,324

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COPPER BEECH PORTFOLIO

The following table presents certain information relating to historical leasing at the Copper Beech Portfolio Properties:

Historical and Current Leased %(1)

Property	2008 – 2009 Academic Year		2009 – 2010 Academic Year		2010 – 2011 Academic Year		2011 – 2012 Academic Year
	Units	Occupancy	Units	Occupancy	Units	Occupancy	Units	Occupancy
IUP Property	41	100.0%	41	100.0%	41	100.0%	41	100.0%
Morgantown Property	-	NAP	225	99.0%	335	99.9%	335	99.8%
Harrisonburg Property	232	100.0%	414	92.0%	414	99.8%	414	100.0%
San Marcos Property	-	NAP	-	NAP	77	100.0%	273	100.0%
Total / Wtd. Avg.	273	100.0%	680	94.8%	867	99.9%	1,063	99.9%

(1)

As provided by the borrowers.

■

Condominium. The IUP Property located in Indiana, Pennsylvania is comprised of three noncontiguous properties. One of those buildings, comprising approximately 37,828 SF, is subject to a condominium regime, pursuant to which it was divided into 24 condominium units. The borrower owns 20 of the 24 condominium units, together with an 83.0645% interest in the common elements. The council of the condominium association has three members, all of which have been appointed by the borrower, and based on its present percentage ownership of the common elements, the borrower has the right to appoint all future members of the council of the condominium association.

■	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 Copper Beech Portfolio Properties:

Cash Flow Analysis(1)

	2009		2010		TTM 6/30/2011		Underwritten			Underwritten $ per Unit
Base Rent		$6,954,335		$11,558,270		$13,234,590		$17,384,324			$16,354
Vacancy Loss		0		0		0		(869,216	)		(818	)
Credit Loss		0		0		0		0			0
Concessions		0		0		0		0			0
Total Rent Revenue		$6,954,335		$11,558,270		$13,234,590		$16,515,108			$15,536
Miscellaneous Revenue		574,005		944,106		1,008,833		1,046,957			985
Effective Gross Income		$7,528,340		$12,502,376		$14,243,423		$17,562,065			$16,521

Total Operating Expenses		$1,668,222		$2,820,538		$3,280,872		$5,076,772			$4,776

Net Operating Income		$5,860,118		$9,681,838		$10,962,551		$12,485,293			$11,745
Replacement Reserves		0		0		0		457,661			431
Net Cash Flow		$5,860,118		$9,681,838		$10,962,551		$12,027,632			$11,315

(1)

Certain items such as straight line rent, interest expense, interest income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

■

Appraisal. According to the appraisals, the Copper Beech Portfolio Properties had an “as-is” appraised value of $170,500,000 as of an effective date between April 28, 2011 – May 4, 2011. The “as-is” value of the San Marcos Property is $42,300,000 as of April 28, 2011 and reflects 90% completion of the proposed construction. Construction has since been completed and the San Marcos Property received a certificate of occupancy on June 10, 2011. The aggregate portfolio appraised value of $175,000,000 reflects the “as stabilized” value of the San Marcos Property of $46,800,000 with an “as stabilized” date of August 28, 2011.

■

Environmental Matters. According to the Phase I reports, dated May 23, 2011 and May 24, 2011, there are no recommendations for further action at the San Marcos Property or the Morgantown Property. The Phase I related to the Harrisonburg Property identified elevated levels of radon at two of the five units and recommended ongoing short term and long term testing followed by mitigation systems if necessary. The Phase I related to the IUP Property identified asbestos containing materials in pipe insulation and vinyl floor tiles, and recommended proper abatement of these materials and also recommended Operations and Maintenance (O&M) Programs for asbestos, mold and lead based paint. The borrower completed the asbestos abatement on June 20, 2011.

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■

The Borrowers. The borrowers are 4 Delaware limited liability companies, each a single-purpose, single-asset entity. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Copper Beech Portfolio Whole Loan. The borrowers of the Copper Beech Portfolio Whole Loan are indirectly owned by a group of individual investors, with the largest single investors being John R. McWhirter and Jeanette D. McWhirter. John and Jeanette McWhirter serve as the sponsor and non-recourse carve-out guarantors for the Copper Beech Portfolio Whole Loan. John McWhirter is the founder and Senior CEO of Copper Beech Townhome Communities. The guarantor and certain indirect equityholders of the related borrower brought suit against certain other indirect equityholders of the borrower, alleging, among other things, theft of trade secrets, breach of fiduciary duty and breach of contract in connection with entering into a competing venture in Texas. In response, the defendants filed a counterclaim against the guarantor and other claimants, alleging breach of fiduciary duty, tortious interference with contract, fraud and abuse of process. See “Risk Factors—Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions” and “Description of the Mortgage Pool—Litigation Considerations” in the Prospectus Supplement.

■

Escrows. At origination, the borrowers deposited $238,150 into a reserve account to fund the cost of radon testing and remediation at the Harrisonburg Property. In addition, the borrowers deposited $8,625,000 into another reserve account to fund outstanding construction liabilities at the San Marcos Property. The borrowers also deposited $2,500,000 into a reserve account to be released pending receipt of survey and title for the IUP Property. The borrowers have provided survey and final zoning reports for the IUP Property and the $2,500,000 reserve was subsequently released on June 6, 2011. As of July 14, 2011, $8,434,754 has been released from the initial $8,625,000 San Marcos holdback. On each due date, the borrowers are required to fund a tax and insurance reserve in an amount equal to one-twelfth of the amount the lender estimates will be necessary to pay tax and insurance premiums over the then succeeding twelve month period. Additionally, the borrowers are required to fund a capital expenditure reserve in the monthly amount of $38,150.

Furthermore, during the continuance of a Copper Beech Portfolio Trigger Period, the loan documents require that all revenues from the Copper Beech Portfolio Properties, after the payment of debt service, budgeted operating expenses and the funding of required monthly escrows for real estate taxes, insurance and capital expenditures, be reserved and held as additional collateral for the Copper Beech Portfolio Loan.

A “Copper Beech Portfolio Trigger Period” means any period commencing as of the end of any fiscal quarter in which the net operating income (as calculated under the loan agreement) of the Copper Beech Portfolio Properties for the twelve-month period immediately preceding such fiscal quarter end is less than $11,809,598 (as adjusted to account for property releases) and terminating as of the end of the second consecutive fiscal quarter in which the net operating income of the Copper Beech Portfolio Properties for the twelve-month period immediately preceding such fiscal quarter end is greater than or equal to $11,809,598 (as adjusted to account for property releases).

■

Lockbox and Cash Management. The Copper Beech Portfolio Whole Loan requires a springing lockbox, which is to be established upon the commencement of a Copper Beech Portfolio Trigger Period or the occurrence of an event of default under the Copper Beech Portfolio Whole Loan. The borrowers’ failure to establish the lockbox in accordance with the loan documents is a recourse event that is guaranteed by John R. McWhirter and Jeanette D. McWhirter. The loan documents require that, during the continuance of a Copper Beech Portfolio Trigger Period or an event of default under the Copper Beech Portfolio Whole Loan, all rents received by the borrowers or the property manager be deposited into a lender-controlled lockbox account or cash management account within one business day after receipt. All amounts in the lockbox account are swept to the lender-controlled cash management account on a daily basis. During the continuance of an event of default under the Copper Beech Portfolio Whole Loan, the lender may apply any funds in the cash management account to amounts payable under the Copper Beech Portfolio Whole Loan and/or toward the payment of expenses of the Copper Beech Portfolio Properties, in such order of priority as the lender may determine.

■

Property Management. The Copper Beech Portfolio Properties are currently self-managed by the borrowers. Under the loan documents, the Copper Beech Portfolio Properties must remain self-managed or be managed by a management company approved by the lender and with respect to which the lender has received Rating Agency Confirmation. Upon the occurrence of an event of default while the Copper Beech Portfolio Properties are self-managed, the lender has the right to require the borrowers to cease such self-management and to

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engage a property manager selected by lender and with respect to which the lender has received Rating Agency Confirmation. At any time that the Copper Beech Portfolio Properties are managed by a management company, upon the occurrence of an event of default, a material default under the management agreement by the property manager, the filing of a bankruptcy petition or a similar event with respect to the property manager, the lender may require borrowers to replace the manager with an approved property manager selected by lender and with respect to which the lender has received Rating Agency Confirmation.

■

Release of Collateral. Provided no event of default is then continuing under the Copper Beech Portfolio Whole Loan, at any time on or after the first due date following the second anniversary of the securitization closing date, the borrowers may obtain the release of one or more of the Copper Beech Portfolio Properties from the liens of the loan documents, subject to the satisfaction of certain conditions set forth in the loan documents, including among others: (i) delivery of defeasance collateral sufficient to defease an amount equal to 125% of the allocated loan amount for each Copper Beech Portfolio Property being released, (ii) after giving effect to the release, the debt service coverage ratio (as calculated under the loan agreement) for the remaining Copper Beech Portfolio Properties for the twelve-month period preceding the end of the most recent fiscal quarter is no less than the greater of (a) 1.44x and (b) the debt service coverage ratio immediately prior to the release and (iii) delivery of Rating Agency Confirmation.

■

Mezzanine or Subordinate Indebtedness. Goldman Sachs Lending Partners LLC (“GSLP”), the related mortgage loan seller of the Copper Beech Portfolio Loan, or an affiliate thereof, will initially hold the junior note in the Copper Beech Portfolio Whole Loan (the “Copper Beech Portfolio Companion Loan”), which Copper Beech Portfolio Companion Loan is subordinate in right of payment following a material default under the Copper Beech Portfolio Whole Loan. The Copper Beech Portfolio Companion Loan has an outstanding principal balance as of the Cut-off Date of $9,958,546 and accrues interest at a rate of 5.4500% per annum on an actual/360 basis. GSLP may sell or transfer the Copper Beech Portfolio Companion Loan at any time in its sole discretion. Certain terms and conditions of the co-lender agreement between the holders of the Copper Beech Portfolio Loan and the Copper Beech Portfolio Companion Loan, including the rights of the holder of the Copper Beech Portfolio Companion Loan to approve and direct material servicing actions relating to the Copper Beech Portfolio Whole Loan, replace the special servicer with respect to the Copper Beech Portfolio Whole Loan, cure defaults under the Copper Beech Portfolio Loan and the Copper Beech Portfolio Whole Loan and purchase the Copper Beech Portfolio Loan after a material default under the Copper Beech Portfolio Whole Loan, as well as the allocation of collections on the Copper Beech Portfolio Whole Loan between such holders, are described under “Description of the Mortgage Pool—The Whole Loan—The Copper Beech Portfolio Co-Lender Agreement” in the Prospectus Supplement.

■

Terrorism Insurance. So long as TRIPRA or a similar or subsequent statute is in effect, the borrowers are required to maintain terrorism insurance for foreign and domestic acts (as those terms are defined in TRIPRA or similar or subsequent statute) in an amount equal to the full replacement cost of the Copper Beech Portfolio Properties, plus twelve months of business interruption coverage. If TRIPRA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the borrowers are required to carry terrorism insurance throughout the term of the Copper Beech Portfolio Whole Loan as required by the preceding sentence, but in that event the borrowers will not be required to spend more than two times the amount of the insurance premium that is payable at that time in respect of the casualty and business interruption/rental loss insurance required under the loan documents (not including the terrorism, seismic and business interruption components of that insurance), and if the cost of terrorism insurance exceeds that amount, the borrowers are required to purchase the maximum amount of terrorism insurance available with funds equal to that amount. The terrorism insurance is required to have a deductible that is not in excess of $50,000. The required terrorism insurance may be included in a blanket policy, provided that the borrowers provide evidence satisfactory to the lender that the insurance premiums for the Copper Beech Portfolio Properties are separately allocated under the blanket policy and that certain other requirements are satisfied. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.

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HYATT REGENCY BOSTON

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HYATT REGENCY BOSTON

Mortgaged Property Information			Mortgage Loan Information
	Number of Mortgaged Properties	1	Originator		GSCMC
	Location (City/State)	Boston, Massachusetts	Cut-off Date Principal Balance		$94,683,253
	Property Type	Hospitality	Cut-off Date Principal Balance per Room		$190,127.01
	Size (Rooms)	498	Percentage of Initial Pool Balance		5.4%
	Total 12-Month Occupancy as of 7/31/2011	81.4%	Number of Related Mortgage Loans		None
	Owned 12-Month Occupancy as of 7/31/2011	81.4%	Type of Security(2)		Fee Simple
	Year Built / Latest Renovation	1985 / 2005	Mortgage Rate		5.0085%
	Appraised Value	$151,000,000	Original Term to Maturity (Months)		60
			Original Amortization Term (Months)		360
	Underwritten Revenues	$37,145,743
	Underwritten Expenses	$24,660,950	Escrows
	Underwritten Net Operating Income (NOI)	$12,484,793
	Underwritten Net Cash Flow (NCF)	$10,627,505		Upfront	Monthly
	Cut-off Date LTV Ratio	62.7%	Taxes	$0	$244,687
	LTV Ratio at Maturity(1)	49.5%	Insurance	$0	$0
	DSCR Based on Underwritten NOI / NCF	2.04x / 1.73x	FF&E	$0	$0
	Debt Yield Based on Underwritten NOI / NCF	13.2% / 11.2%	Other(3)	$1,715,000	$0

Sources and Uses
	Sources	$	%	Uses	$	%
	Loan Amount	$95,000,000	100.0%	Loan Payoff	$80,000,000	84.2%
				Sponsor Equity Distribution	12,873,417	13.6
				Reserves	1,715,000	1.8
				Closing Costs	411,583	0.4
	Total Sources	$95,000,000	100.0%	Total Uses	$95,000,000	100.0%

(1)

The LTV Ratio at Maturity is calculated utilizing the “as stabilized” appraised value of $177,000,000. The LTV Ratio at Maturity, calculated on the basis of the “as-is” appraised value is 58.0%. See “—Appraisal” below.

(2)

See “—Reversionary Deed Agreement” below.

(3)

Upfront other escrow represents the Hyatt PIP Reserve. See “—Escrows” below.

■

The Mortgage Loan. The mortgage loan (the “Hyatt Regency Boston Loan”) is evidenced by a note in the original principal amount of $95,000,000 and is secured by a first mortgage encumbering a 498-room hotel located in Boston, Massachusetts (the “Hyatt Regency Boston Property”). The Hyatt Regency Boston Loan was originated by Goldman Sachs Commercial Mortgage Capital, L.P., and was subsequently purchased by Goldman Sachs Mortgage Company. The Hyatt Regency Boston Loan was originated on June 30, 2011 and represents approximately 5.4% of the Initial Pool Balance. The note evidencing the Hyatt Regency Boston Loan has a principal balance as of the cut-off date of $94,683,253 and an interest rate of 5.0085% per annum. The borrower utilized a major portion of the proceeds of the Hyatt Regency Boston Loan to refinance existing debt secured in part by a lien on the Hyatt Regency Boston Property.

The Hyatt Regency Boston Loan had an initial term of 60 months and has a remaining term of 57 months. The Hyatt Regency Boston Loan requires payments of interest and principal during the term of the loan based on a 30-year amortization schedule. The scheduled maturity date is the due date in July 2016. Voluntary prepayment of the Hyatt Regency Boston Loan is prohibited prior to April 6, 2016. Defeasance with direct, non-callable AAA-rated obligations of, or are fully guaranteed by the full faith and credit of, the United States of America is permitted at any time on or after the first due date following the second anniversary of the securitization closing date.

■

The Mortgaged Property. The Hyatt Regency Boston Property is a 498-room, full service hotel located in Boston, Massachusetts which was constructed in 1985 and renovated in 2005. A more recent renovation commenced in 2010 and is scheduled to be completed during the term of the Hyatt Regency Boston Loan.

The following table presents certain information relating to the 2010 demand analysis with respect to the Hyatt Regency Boston Property based on market segmentation, as provided in the appraisal for the Hyatt Regency Boston Property:

2010 Accommodated Room Night Demand

Property		Meeting and Group		Leisure		Commercial
Hyatt Regency Boston		30%		25%		45%

Source: Appraisal.

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The following table presents certain information relating to the 2010 penetration rates relating to the Hyatt Regency Boston Property and various market segments, as provided in the appraisal for the Hyatt Regency Boston Property:

2010 Penetration Rates

Property		Meeting and Group		Leisure		Commercial
Hyatt Regency Boston		108.0%		102.6%		109.6%

Source: Appraisal.

The following table presents certain information relating to historical occupancy, ADR and RevPar at the Hyatt Regency Boston Property:

	2008(1)	2009(1)	2010(1)	TTM 7/31/2011(1)
Occupancy	79.6%	82.2%	82.9%	81.4%
ADR	$200.29	$161.41	$173.77	$181.78
RevPar	$159.47	$132.70	$144.07	$148.01

(1)

As provided by the borrower.

■	Operating History and Underwritten Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow, on an aggregate basis and per room, at the Hyatt Regency Boston Property:

Cash Flow Analysis

	2009		2010		TTM 7/31/2011		Underwritten		Underwritten $ per Room
Room Revenue		$24,120,299		$26,188,266		$26,903,180		$27,853,962		$55,932
Food & Beverage Revenue		8,193,046		8,378,214		8,414,367		8,491,406		17,051
Other Revenue		1,043,388		849,168		793,114		800,375		1,607
Total Revenue		$33,356,733		$35,415,648		$36,110,661		$37,145,743		$74,590

Room Expense		$6,152,626		$5,850,358		$5,826,024		$6,031,921		$12,112
Food & Beverage Expense		5,595,850		5,806,958		5,827,575		5,880,930		11,809
Other Expense		637,224		617,499		616,681		616,681		1,238
Total Departmental Expense		$12,385,700		$12,274,815		$12,270,280		$12,529,532		$25,160
Total Undistributed Expense		8,582,234		8,761,593		8,958,632		8,989,685		18,052
Total Fixed Charges		2,950,608		3,160,019		3,185,619		3,141,733		6,309
Total Operating Expenses		$23,918,542		$24,196,427		$24,414,531		$24,660,950		$49,520

Net Operating Income		$9,438,191		$11,219,221		$11,696,130		$12,484,793		$25,070
FF&E		1,308,231		1,095,790		1,283,849		1,857,287		3,729
Net Cash Flow		$8,129,960		$10,123,431		$10,412,281		$10,627,505		$21,340

■

Appraisal. According to the appraisal, the Hyatt Regency Boston Property had an “as is” appraised value of $151,000,000 as of an effective date of June 3, 2011. The Hyatt Regency Boston Property has an “as stabilized” appraised value of $177,000,000 as of an effective date of June 3, 2014 which assumes a stabilized occupancy of 82.0%.

■

Environmental Matters. The Phase I report dated June 29, 2011, recommended that a mold prevention plan be prepared to prevent future mold issues at the Hyatt Regency Boston Property as areas of water intrusion were observed in the following areas: commercial kitchen ceiling tiles (the area affected by the moisture was approximately two square feet in size, in four areas); the telephone room ceiling tiles (the area affected by the moisture was approximately one square foot in size, in three locations); and the ejector pit sidewalk vault (the concrete ceiling area affected by the moisture resulting from water penetration through City of Boston owned brick pavers was approximately ten square feet in size in five locations). Per the Phase I, the sources of moisture at the kitchen and telephone room have been addressed, and the estimated cost to replace the damaged finishes is $495 and the work can be performed as part of the property management’s routine maintenance program. Per the environmental report, the water intrusion within the sewage ejector pit sidewalk vault occurs through the

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HYATT REGENCY BOSTON

exterior pavement, and the brick paver pavement requires repairs to prevent additional water intrusion. Per the environmental report, the pavement is owned and maintained by the City of Boston. The environmental report recommends that the Hyatt Regency Boston Property management contact city officials to perform an inspection and provide a scope of work for repairs.

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Market Overview and Competition. The Hyatt Regency Boston Property is located near the Financial District of Boston, Massachusetts. The Hyatt Regency Boston Property is located near various lodging demand generators including employment centers, tourist attractions, hospitals, and colleges. The convention centers and airport also drive demand to the market. The area is densely developed and there are high barriers to entry for competition. The immediate neighborhood has been revitalized and additional construction is occurring on the minimal amount of available land. The Financial District has 33.1 million square feet of office space and provides commercial lodging demand, food and beverage opportunities, and demand for meeting space.

The following table presents certain information relating to the competitive set for the Hyatt Regency Boston Property:

Property	Number of Rooms		Year Built		2010 Occupancy			2010 ADR		2010 RevPAR
Hyatt Regency Boston		498		1985		83	%		$173.78		$144.09
InterContinental Boston		424		2006		75	%		$222.00		$166.50
W Boston		235		2009		75	%		$243.00		$182.25
Renaissance Waterfront		471		2008		72	%		$199.00		$143.28
Hilton Boston Financial District		362		1928		78	%		$197.00		$153.66
Langham Hotel Boston		318		1981		69	%		$219.00		$151.11
Omni Parker House		551		1855		82	%		$173.00		$141.86

Source: Appraisal.

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The Borrower. The borrower is CHSP Boston II LLC, a single-purpose, single-asset entity formed solely for the purpose of acquiring, holding, leasing, subleasing, operating, managing, maintaining, developing and improving the Hyatt Regency Boston Property, entering into the Hyatt Regency Boston Loan and engaging in activities related or incidental thereto. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Hyatt Regency Boston Loan. The borrower of the Hyatt Regency Boston Loan is indirectly owned by Chesapeake Lodging, L.P., the non-recourse carveout guarantor of the Hyatt Regency Boston Loan.

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Escrows. At origination, the borrower funded an escrow reserve in the amount of $1,715,000 in respect of a property improvement plan relating to the Hyatt Regency Boston Property (as described in “—Property Improvement Plan and Capital Plan” below). On each due date, the borrower is required to fund: (i) a tax and insurance reserve (but no reserves for insurance premiums are required so long as the Hyatt Regency Boston Property is covered by a blanket policy, and no reserves for taxes are required so long as the property manager is reserving sufficient funds for the payment of taxes and actually paying taxes on or before the date they become due and payable); and (ii) a reserve for furniture, fixtures and equipment in an amount equal to 4% of the borrower’s monthly operating income for the period prior to December 31, 2011 and in an amount equal to 5% of the borrower’s monthly operating income thereafter (but no such reserve is required to the extent that the borrower funds a reserve in the same amount pursuant to the hotel management agreement and such reserve is subject to an account control agreement in favor of lender, pursuant to which lender has the right to control the disbursement of funds from such account upon termination of the hotel management agreement). In addition, if borrower fails to complete the work under a capital plan applicable to the Hyatt Regency Boston Property before June 30, 2013, a reserve in respect of the capital plan work (as described in “—Property Improvement Plan and Capital Plan” below) is required to be funded from excess cash that would otherwise be distributed to borrower from the cash management account, until such reserve contains the greater of (a) $1,000,000 and (b) an amount equal to $5,000,000 minus the amounts already expended by borrower in respect of the capital plan work.

Furthermore, during the continuance of a Hyatt Regency Boston Trigger Period, the loan documents require that all amounts on deposit in the cash management account, after the payment of debt service and the funding of required monthly escrows be reserved and held as additional collateral for the Hyatt Regency Boston Loan.

A “Hyatt Regency Boston Trigger Period” means any period commencing as of the end of any fiscal quarter in which the net operating income (as calculated under the loan agreement) of the Hyatt Regency Boston Property

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HYATT REGENCY BOSTON

for the twelve-month period immediately preceding such fiscal quarter end is less than $8,036,012.20 and terminating as of the end of any fiscal quarter in which the net operating income of the Hyatt Regency Boston Property for the twelve-month period immediately preceding such fiscal quarter end is greater than or equal to $8,036,012.20. Additionally, a Hyatt Regency Boston Trigger Period will exist as of the date that borrower fails to complete any portion of the work under the property improvement plan applicable to the Hyatt Regency Boston Property by the deadline for such work set forth in the loan agreement until the date that the applicable portion of the work under property improvement plan has been completed.

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Lockbox and Cash Management. All credit card receivables, all cash revenues and all other money received by borrower, the operating lessee or the property manager with respect to the Hyatt Regency Boston Property are required to be deposited into an operating account established by the property manager pursuant to the hotel management agreement and subject to an account control agreement in favor of lender, pursuant to which lender has the right to control the disbursement of funds from such account upon termination of the hotel management agreement. Subject to the terms of the hotel management agreement, the property manager is required to pay all costs and expenses incurred in connection with the operation of the Hyatt Regency Boston Property and all other amounts required or permitted to be paid by the property manager in the performance of its duties and obligations with respect to the Hyatt Regency Boston Property (including all management fees payable to the property manager) out of operating account or the FF&E account maintained by the property manager. All amounts required to be paid by the property manager to borrower or operating lessee under the hotel management agreement must instead be remitted to a cash management account under the control of lender. On each business day that no event of default under the Hyatt Regency Boston Loan or Hyatt Regency Boston Trigger Period is continuing, all funds in the cash management account in excess of the amount required to pay debt service and fund required reserves on the next due date will be remitted to an account owned and controlled by borrower.

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Property Management. The Hyatt Regency Boston Property is currently managed by Hyatt Corporation, a third-party property manager, pursuant to a hotel management agreement. Under the loan documents, the Hyatt Regency Boston Property may be managed by Hyatt Corporation or any other management company approved by lender and with respect to which Rating Agency Confirmation has been received. During the continuance of a material default by the property manager under the hotel management agreement (after the expiration of any applicable notice and/or cure periods), or the filing of a bankruptcy petition or a similar event, lender has the right to require borrower to exercise any and all available remedies under the hotel management agreement, and if the exercise of such remedies results in the termination of the property manager, engage replacement property manager reasonably acceptable to lender.

■	Mezzanine or Subordinate Indebtedness. Not permitted

■

Terrorism Insurance. So long as TRIPRA or a similar or subsequent statute is in effect, the borrower is required to maintain terrorism insurance for foreign and domestic acts (as such terms are defined in TRIPRA or similar or subsequent statute) in an amount equal to the full replacement cost of the Hyatt Regency Boston Property (plus twelve months of business interruption coverage). If TRIPRA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the borrower is required to carry terrorism insurance throughout the term of the Hyatt Regency Boston Loan as required by the preceding sentence, but in such event the borrower will not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable at such time in respect of the property and business interruption/rental loss insurance required under the loan documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance), and if the cost of terrorism insurance exceeds such amount, the borrower must purchase the maximum amount of terrorism insurance available with funds equal to such amount. In either such case, terrorism insurance shall not have a deductible in excess of $50,000. The required terrorism insurance may be included in a blanket policy, provided that the borrower provides evidence satisfactory to the lender that the insurance premiums for the Hyatt Regency Boston Property are separately allocated under the blanket policy and that certain other requirements are satisfied. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.

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HYATT REGENCY BOSTON

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Reversionary Deed Agreement. The borrower’s fee interest in the Hyatt Regency Boston Property was acquired pursuant to a deed in which title to the Hyatt Regency Boston Property automatically reverts to the City of Boston in 2079. The borrower’s fee interest in the Hyatt Regency Boston Property covers the surface of the parcel and the air rights above it, with the subterranean rights to the parking garage beneath the Hyatt Regency Boston Property owned by the City of Boston, subject to easements to the parking garage granted to borrower. The City of Boston has no remedy or right under the deed that could accelerate its right of reverter or otherwise cause borrower’s interest in the Hyatt Regency Boston Property to otherwise be materially decreased, encumbered, impaired, modified, transferred or terminated; nonetheless, if for any reason borrower’s interest in the Hyatt Regency Boston Property pursuant to the deed terminates prior to 2079, the City of Boston is required under the deed to take all necessary action to revert title to borrower. Upon a foreclosure, the lender would succeed to borrower’s fee interest in the Hyatt Regency Boston Property and all of borrower rights and privileges under the deed.

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Operating Lease. An affiliate of the borrower, CHSP TRS Boston II LLC (“Operating Lessee”), leases the Hyatt Regency Boston Property from the borrower pursuant to a lease agreement dated March 18, 2010 (the “Operating Lease”), which Operating Lease is pledged to the lender as additional collateral for the Hyatt Regency Boston Loan under the mortgage. The Operating Lessee is the party to the hotel management agreement; however, amounts payable to the Operating Lessee by the property manager under the hotel management agreement are required to be deposited directly to the cash management account under the control of the lender as described in the Lockbox and Cash Management section above. The Operating Lessee has joined in the execution of the loan agreement. The lender may terminate the Operating Lease in its sole discretion upon a foreclosure of the Hyatt Regency Boston Property. Pursuant to a subordination and nondisturbance agreement, following a foreclosure on the Hyatt Regency Boston Property, the property manager has agreed to recognize any subsequent owner of the Hyatt Regency Boston Property as the “owner” under the hotel management agreement.

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Property Improvement Plan and Capital Plan. The loan documents require that borrower complete the remaining work under the property improvement plan as follows: (1) prior to January 1, 2012, renovate the presidential suite, (2) prior to April 1, 2012, (i) upgrade public area signage, (ii) renovate arrival and registration lobby, public restrooms, meeting and banquet space, and access corridor to fitness center and (3) modernize three passenger elevators prior to January 1, 2014, an additional three passenger elevators prior to January 1, 2015 and all remaining passenger elevators prior to January 1, 2016. As described in “—Escrows” above, at origination, the borrower reserved $1,715,000 in respect of the foregoing work, except for the modernization of the elevators. Additionally, a Hyatt Regency Boston Trigger Period will exist as of the date that the borrower fails to complete any portion of the work under the property improvement plan applicable to the Hyatt Regency Boston Property by the deadline for such work set forth in the loan agreement until the date that the applicable portion of the work under property improvement plan has been completed. In addition, the loan documents require the completion of the following capital improvements prior to July 1, 2013: (i) the replacement of the carpets, lighting and vinyl wall coverings on all guestroom floor corridors at the Hyatt Regency Boston Property and (ii) with respect to each guestroom at the Hyatt Regency Boston Property where such replacements were not made in conjunction with the property improvement plan, replacement of carpet, vinyl wall coverings, seating, beds, bedding, lighting, artwork, window treatments and pillows, in each case in accordance with the terms and conditions of the hotel management agreement (including compliance with any applicable brand-mandated standards and approval processes). If the borrower fails to complete the work under a capital plan applicable to the Hyatt Regency Boston Property before July 1, 2013, a reserve in respect of the capital plan work will be funded from excess cash that would otherwise be distributed to borrower from the cash management account, until such reserve contains the greater of (a) $1,000,000 and (b) an amount equal to $5,000,000 minus the amounts already expended by borrower in respect of the capital plan work. The borrower and Chesapeake Lodging, L.P. have delivered a completion guaranty for the benefit of lender in respect of the work described above.

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PARKDALE MALL & CROSSING

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PARKDALE MALL & CROSSING

B-53

PARKDALE MALL & CROSSING

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Originator		GSCMC
Location (City/State)	Beaumont, Texas	Cut-off Date Principal Balance		$94,003,560
Property Type	Retail	Cut-off Date Principal Balance per SF		$126.49
Size (SF)	743,175	Percentage of Initial Pool Balance		5.4%
Total Occupancy as of 8/1/2011(1)	92.0%	Number of Related Mortgage Loans		None
Owned Occupancy as of 8/1/2011(1)	84.8%	Type of Security		Fee Simple
Year Built / Latest Renovation	1973, 1986, 2003 / 2006	Mortgage Rate		5.8500%
Appraised Value	$149,000,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		300
Underwritten Revenues	$17,716,051
Underwritten Expenses	$6,157,969	Escrows
Underwritten Net Operating Income (NOI)	$11,558,082		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$10,560,015	Taxes	$357,410	$119,137
Cut-off Date LTV Ratio	63.1%	Insurance	$116,363	$29,091
LTV Ratio at Maturity	48.5%	Replacement Reserves	$14,518	$14,518
DSCR Based on Underwritten NOI / NCF	1.60x / 1.46x	TI/LC	$48,316	$48,316
Debt Yield Based on Underwritten NOI / NCF	12.3% / 11.2%	Other(2)	$323,450	$0

Sources and Uses
	Sources	$	%	Uses	$	%
	Loan Amount	$95,000,000	88.1%	Loan Payoff	$106,574,672	98.9%
	Sponsor Equity	12,792,829	11.9	Reserves	860,056	0.8
				Closing Costs	358,101	0.3

	Total Sources	$107,792,829	100.0%	Total Uses	$107,792,829	100.0%

(1)

There is currently one tenant (Suncoast Motion) with a total of 2,411 SF that is currently paying rent, but has been treated as vacant due to bankruptcy status. 33,120 SF of the total vacant space is attributable to the space previously occupied by Hadley’s Furniture which vacated after filing for Chapter 7 Bankruptcy on August 29, 2011. See “Risk Factors–Performance of the Certificates Will Be Highly Dependent on the Performance of Tenants and Tenant Leases–Tenant Bankruptcy Could Result in a Rejection of the Related Lease” in the Prospectus Supplement.

(2)

Represents an unfunded obligation reserve relating to unpaid tenant improvements for Marble Slab Creamery and Children’s Place. See “—Escrows” below.

■

The Mortgage Loan. The mortgage loan (the “Parkdale Mall & Crossing Loan”) is evidenced by a note in the original principal amount of $95,000,000 and is secured by a first mortgage encumbering Parkdale Mall, a regional mall and Parkdale Crossing, a strip center adjacent to Parkdale Mall located in Beaumont, Texas (the “Parkdale Mall & Crossing Property”). The Parkdale Mall & Crossing Loan was originated by Goldman Sachs Commercial Mortgage Capital, L.P. and was subsequently purchased by Goldman Sachs Mortgage Company. The Parkdale Mall & Crossing Loan was originated on March 3, 2011 and represents approximately 5.4% of the Initial Pool Balance. The note evidencing the Parkdale Mall & Crossing Loan had an outstanding principal balance as of the Cut-off Date of $94,003,560 and has an interest rate of 5.8500% per annum on a 30/360 basis. The borrower utilized the proceeds of the Parkdale Mall & Crossing Loan to refinance existing debt on the Parkdale Mall & Crossing Property.

The Parkdale Mall & Crossing Loan had an initial term of 120 months and has a remaining term of 113 months. The Parkdale Mall & Crossing Loan requires payments of principal and interest in an amount sufficient to fully amortize the Parkdale Mall & Crossing Loan over a 25-year amortization schedule. The scheduled maturity date is the due date in March 2021. Voluntary prepayment of the Parkdale Mall & Crossing Loan is prohibited prior to December 6, 2020. Defeasance with direct, non-callable AAA-rated obligations that are either the direct obligations of, or are fully guaranteed by the full faith and credit of, the United States of America is permitted at any time on or after the first due date following the second anniversary of the securitization closing date.

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The Mortgaged Property. The Parkdale Mall & Crossing Property is an approximately 1,410,274 SF retail center located in Beaumont, Texas. The Parkdale Mall & Crossing Property was constructed between 1973 and 2003 and was renovated in 2006. The portion of the Parkdale Mall & Crossing Property’s space that constitutes collateral for the Parkdale Mall & Crossing Loan totals approximately 743,175 SF and includes nationally recognized tenants including Old Navy, Barnes & Noble, Office Depot, GameStop, American Eagle Outfitters and Victoria’s Secret. The Parkdale Mall & Crossing Property’s in-line space totals approximately 331,502 SF. As of August 1, 2011, Total Occupancy was 92.0% and Owned Occupancy was 84.8%. For the trailing twelve month period ending June 30, 2011, comparable sales were $320 per SF for in-line tenants with less than 10,000 SF who have both been in occupancy and reported sales for at least one year at the Parkdale Mall property only.

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PARKDALE MALL & CROSSING

The following table presents certain information relating to the anchor tenants (of which, certain tenants may have co-tenancy provisions) at the Parkdale Mall & Crossing Property:

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA(2)		% of Total GLA			Mortgage Loan Collateral Interest	Total Rent		Total Rent $ per SF		Owned Anchor Tenant Lease Expiration	Tenant Sales $ per SF / Screen(3)		Occupancy Cost
Anchors
Dillard’s(4)	BB / B3 / BB-		203,000		14.4	%	No		$9,600		$0.05	NA		$123		0.0	%
Macy’s(4)	NR / Ba1 / BBB-		171,267		12.1		No		$60,749		$0.35	NA		$62		0.6	%
JC Penney(4)	BBB- / NR / BB+		169,100		12.0		No		$30,807		$0.18	NA		$125		0.1	%
Sears(4)	NR / NR / B+		115,732		8.2		No		$6,500		$0.06	NA		$113		0.0	%
Hollywood Theaters	NR / NR / NR		43,936		3.1		Yes		$350,315		$7.97	12/31/2022		$293,019		10.0	%
Beall’s	NR / NR / NR		40,000		2.8		Yes		$549,200		$13.73	7/31/2023		$66		20.9	%
Kaplan Career Institute	NR / NR / NR		30,294		2.1		Yes		$401,731		$13.26	11/30/2019	NA		NA
Marshalls(5)	NR / A3 / A		30,284		2.1		Yes		$248,910		$8.22	11/29/2012		$182		4.5	%
Total Anchors			803,613		57.0	%

Jr. Anchors
Ashley Furniture	NR / NR / NR		26,439		1.9	%	Yes		$252,958		$9.57	1/31/2017		$125		7.6	%
Barnes & Noble	NR / NR / NR		24,500		1.7		Yes		$455,419		$18.59	10/31/2012	NA		NA
XXI Forever(6)	NR / NR / NR		23,999		1.7		Yes		$611,155		$25.47	1/31/2019		$127		20.1	%
Books-A-Million	NR / NR / NR		23,538		1.7		Yes		$237,734		$10.10	1/31/2013		$82		12.3	%
Office Depot	NR / Caa1 / B-		18,000		1.3		Yes		$296,576		$16.48	12/31/2017	NA		NA
Petco	NR / NR / B		13,500		1.0		Yes		$268,725		$19.91	6/30/2013	NA		NA
Old Navy	BBB- / Baa3 / BB+		12,412		0.9		Yes		$211,004		$17.00	9/30/2015		$324		5.3	%
Ulta	NR / NR / NR		10,310		0.7		Yes		$206,200		$20.00	10/31/2020	NA		NA
Total Jr. Anchors			152,698		10.8	%

Occupied In-line			283,701		20.1	%	Yes		$9,013,535		$31.77
Other / Storage			46		0.0	%	Yes		$91,618		$1,991.70
Owned Outparcels			49,272		3.5	%	Yes		$494,608		$10.04
Non-Owned Outparcels			8,000		0.6	%	No		$3,000		$0.38
Vacant Spaces(7)			112,944		8.0	%	Yes		$0		$0.00
Total Owned SF			743,175		52.7	%
Total SF			1,410,274		100.0	%

(1)

Certain credit ratings are those of the parent company regardless of whether or not the parent guarantees the lease.

(2)

Calculated based on approximate square footage occupied by each Owned Tenant.

(3)

Sales as of 6/30/2011 unless otherwise noted.

(4)

Non-owned Anchor sales are for the 12 months ended 12/31/2010 and are estimated by the borrower.

(5)
(6)

Marshalls’ Sales are as of 12/31/2010.
XXI Forever has the right to terminate if sales fall below $3,000,000 from the 73rd full calendar month through the 84th full calendar month based on a lease commencement date of 1/1/2009.

(7)

31,260 SF of the total vacant space is attributable to the space previously occupied by Steve and Barry’s which vacated after bankruptcy in December 2008. 33,120 SF of the total vacant space is attributable to the space previously occupied by Hadley’s Furniture which vacated after filing for Chapter 7 Bankruptcy on August 29, 2011.

The following table presents certain information relating to the major tenants (of which, certain tenants may have co-tenancy provisions) at the Parkdale Mall & Crossing Property:

Ten Largest Owned Tenants Based On Underwritten Base Rent(1)

Tenant Name	Credit Rating (Fitch/MIS/S&P)(2)	Tenant GLA		% of GLA			UW Base Rent		% of Total UW Base Rent			UW Base Rent $ per SF		Lease Expiration	Tenant Sales $ per SF		Occupancy Cost
XXI Forever	NR / NR / NR		23,999		3.2	%		$611,155		5.8	%		$25.47	1/31/2019		$127		20.1	%
Beall’s	NR / NR / NR		40,000		5.4			549,200		5.2			13.73	7/31/2023		$66		20.9	%
Kaplan Career Institute	NR / NR / NR		30,294		4.1			398,701		3.8			13.16	11/30/2019	NA		NA
Barnes & Noble	NR / NR / NR		24,500		3.3			330,750		3.1			13.50	10/31/2012	NA		NA
Ashley Furniture	NR / NR / NR		26,439		3.6			252,958		2.4			9.57	1/31/2017		$125		7.6	%
Books-A-Million	NR / NR / NR		23,538		3.2			237,734		2.3			10.10	1/31/2013		$82		12.3	%
Office Depot	NR / Caa1 / B-		18,000		2.4			216,000		2.0			12.00	12/31/2017	NA		NA
Ulta	NR / NR / NR		10,310		1.4			206,200		2.0			20.00	10/31/2020	NA		NA
Petco	NR / NR / B		13,500		1.8			199,149		1.9			14.75	6/30/2013	NA		NA
Old Navy	BBB- / Baa3 / BB+		12,412		1.7			186,180		1.8			15.00	9/30/2015		$324		5.3	%
Ten Largest Owned Tenants			222,992		30.0	%		$3,188,027		30.2	%		$14.30
Remaining Owned Tenants			407,239		54.8			7,367,082		69.8			18.09
Vacant Spaces (Owned Space)(3)			112,944		15.2			0		0.0			0.00
Total / Wtd. Avg. All Owned Tenants			743,175		100.0	%		$10,555,109		100.0	%		$16.75

(1)

Borrower owned collateral space only. Does not include Non-owned Anchors (Dillard’s, JC Penney, Macy’s and Sears) or Non-owned Outparcels (Discount Tire and Applebee’s).

(2)

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

(3)

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PARKDALE MALL & CROSSING

The following table presents certain information relating to the lease rollover schedule at the Parkdale Mall & Crossing Property:

Lease Expiration Schedule(1)(2)

Year Ending December 31,	Expiring Owned GLA		% of Owned GLA			Cumulative % of Owned GLA			UW Base Rent		% of Total UW Base Rent			UW Base Rent $ per SF		# Expiring Tenants
MTM		36,139		4.9	%		4.9	%		$64,800		0.6	%		$1.79		16
2011		8,300		1.1			6.0	%		100,111		0.9			12.06		3
2012		116,497		15.7			21.7	%		2,160,970		20.5			18.55		29
2013		85,247		11.5			33.1	%		1,423,734		13.5			16.70		20
2014		23,924		3.2			36.3	%		669,184		6.3			27.97		12
2015		36,798		5.0			41.3	%		999,777		9.5			27.17		12
2016		17,413		2.3			43.6	%		501,404		4.8			28.79		7
2017		62,405		8.4			52.0	%		828,033		7.8			13.27		9
2018		25,678		3.5			55.5	%		736,363		7.0			28.68		8
2019		63,918		8.6			64.1	%		1,211,536		11.5			18.95		4
2020		17,714		2.4			66.5	%		490,985		4.7			27.72		5
2021		27,048		3.6			70.1	%		673,612		6.4			24.90		6
2022 & Thereafter		109,150		14.7			84.8	%		694,600		6.6			6.36		4
Vacant(3)		112,944		15.2			100.0	%		0		0.0			0.00		0
Total / Wtd. Avg.		743,175		100.0	%					$10,555,109		100.0	%		$16.75		135

(1)

Calculated based on approximate square footage occupied by each Owned Tenant.

(2)

Borrower-owned collateral space only (including ground leased tenants). Does not include Non-owned Anchors (Dillard’s, JC Penney, Macy’s and Sears) or Non-owned Outparcels (Discount Tire and Applebee’s).

(3)

The following table presents certain information relating to historical leasing at the Parkdale Mall & Crossing Property:

Historical Leased %(1)

		12/31/2008		12/31/2009		12/31/2010
Owned Space		89.9%		89.9%		89.3%

(1)

As provided by the borrower which represents occupancy (excluding temporary tenants) as of December 31, for each respective year.

■	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 Parkdale Mall & Crossing Property:

Cash Flow Analysis(1)

	2009		2010		TTM 6/30/2011		Underwritten(2)			Underwritten $ per SF
Base Rent(3)		$9,910,451		$10,314,308		$10,598,658		$10,555,109			$14.20
Overage Rent(4)		625,909		587,877		527,219		408,126			0.55
Other Rental Revenue(5)		1,832,339		1,735,832		1,664,656		1,744,380			2.35
Gross Up Vacancy		0		0		0		2,269,780			3.05
Total Rent		$12,368,699		$12,638,017		$12,790,533		$14,977,396			$20.15
Total Reimbursables		5,224,948		4,856,566		4,774,383		4,723,210			6.36
Other Income(6)		330,333		344,497		303,450		285,225			0.38
Less Vacancy & Credit Loss		0		0		0		(2,269,780	)		(3.05	)
Effective Gross Income		$17,923,980		$17,839,080		$17,868,366		$17,716,051			$23.84

Total Operating Expenses		6,047,162		5,731,916		5,592,920		6,157,969			8.29

Net Operating Income		$11,876,818		$12,107,164		$12,275,446		$11,558,082			$15.55
TI/LC		0		0		0		639,922			0.86
Capital Expenditures		0		0		0		358,145			0.48
Net Cash Flow		$11,876,818		$12,107,164		$12,275,446		$10,560,015			$14.21

(1)

(2)

Underwritten cash flow based on the 8/1/2011 rent roll with rent steps through 12/31/2011.

(3)

Underwritten base rent includes 8 tenants comprising 39,293 SF that paid rent based on a percentage of sales in lieu of base rent totaling $452,994.

(4)

Overage rent includes 11 tenants who pay rent based on a percentage of sales ($625,909 for 2009, $587,877 for 2010, $527,219 for TTM 6/30/2011 and $408,126 for Underwritten).

(5)

Other rental revenue includes kiosk, temporary, specialty branding, sponsorship and lease termination income.

(6)

Other income includes advertising, promotion, billboard, event, marketing and miscellaneous income.

B-56

PARKDALE MALL & CROSSING

■	Appraisal. According to the appraisal, the Parkdale Mall & Crossing Property had an “as-is” appraised value of $149,000,000 as of an effective date of January 12, 2011.

■

Environmental Matters. According to the Phase I reports performed on the Parkdale Mall and Parkdale Crossing properties, dated February 10, 2011, a review of previously conducted asbestos survey reports at the Parkdale Mall property identified asbestos-containing vinyl-floor tile and mastic, transite boards, and joint compound/drywall texture. The Phase I at the Parkdale Mall property recommended that an asbestos O&M Program be developed and implemented. Such a plan has subsequently been implemented.

■

Market Overview and Competition. The Parkdale Mall & Crossing Property is a regional mall in the Beaumont, Texas area. There is one other regional mall within a 50-mile radius. As of 2010, the population within a 10-mile radius of the Parkdale Mall & Crossing Property was 145,736 with an average household income of $58,066.

The following table presents certain information relating to the primary competition for the Parkdale Mall & Crossing Property:

Competitive Set

	Parkdale Mall & Crossing	Prien Lake Mall(1)	Central Mall(1)	Baybrook Mall(1)
Distance from Subject	-	50 miles	22 miles	70 miles
Property Type	Regional Mall	Regional Center	Power Center	Super-Regional Center / Mall
Year Built / Renovated	1973, 1986, 2003 / 2006	1972 / 1998	1982 / 2001	1978 / 1984 & 1994
Total GLA	1,410,274	672,578	707,000	1,237,922
Total Occupancy	92%	99%	87%	93%
Anchors	Dillard’s JC Penney Macy’s Sears	Dillard’s Sears Macy’s JC Penney	Dillard’s Sears Target JC Penney	Dillard’s Macy’s JC Penney Sears

(1)

Source: Appraisal.

■

The Borrower. The borrowers are Parkdale Mall CMBS, LLC and Parkdale Crossing CMBS, LLC, each a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Parkdale Mall & Crossing Loan. The borrower of the Parkdale Mall & Crossing Loan is indirectly owned by CBL & Associates Properties, Inc., who is also the non-recourse carveout guarantor under the Parkdale Mall & Crossing Loan.

■

Escrows. At origination, the borrower funded a reserve on the amount of $323,450 in respect of certain unfunded obligations at the Parkdale Mall & Crossing Property. On each due date, provided no event of default under the loan documents is occurring, the borrower is required to fund (i) a tax and insurance reserve in an amount equal to one-twelfth of the amount the lender estimates will be necessary to pay tax and insurance premiums over the then succeeding twelve month period, (ii) a tenant improvement and leasing commission reserve in the monthly amount of $48,316 and (iii) a capital expenditure reserve in the monthly amount of $14,518.

Furthermore, during the continuance of a Parkdale Trigger Period, the loan documents require that all amounts on deposit in the lockbox account, after the payment of debt service and the funding of required monthly escrows for budgeted operating expenses, real estate taxes, insurance, tenant improvements, leasing commissions and capital expenditures, be reserved and held as additional collateral for the Parkdale Mall & Crossing Loan.

A “Parkdale Trigger Period” means any period commencing as of the end of any fiscal quarter in which the net operating income (as calculated under the loan agreement) of the Parkdale Mall & Crossing Property for the twelve-month period immediately preceding such fiscal quarter end is less than $9,757,345.60 and terminating as of the end of the second fiscal quarter in which the net operating income of the Parkdale Mall & Crossing Property for the twelve-month period immediately preceding such fiscal quarter end is greater than or equal to $9,757,345.60.

B-57

PARKDALE MALL & CROSSING

■

Lockbox and Cash Management. The Parkdale Mall & Crossing Loan requires a hard lockbox, which is already in place. The loan documents require the borrower to direct the tenants to pay their rents directly to lender-controlled lockbox accounts. The loan documents also require that all rents received by the borrower or the property manager be deposited into the lockbox account or a blocked account within one business day after receipt. So long as no event of default or Parkdale Trigger Period is then continuing, all amounts in the lockbox accounts are swept on a daily basis to an operating account accessible by borrower but pledged to lender. During the continuance of an event of default or Parkdale Trigger Period, all amounts in any blocked account are swept to the lender-owned cash management account, rather than to the borrower. During the continuance of an event of default under the Parkdale Mall & Crossing Loan, the lender may prohibit borrower’s access to the funds contained in the operating account and apply any funds in the cash management account to amounts payable under the Parkdale Mall & Crossing Loan and/or toward the payment of expenses of the Parkdale Mall & Crossing Property, in such order of priority as the lender may determine.

■

Property Management. The Parkdale Mall & Crossing Property is currently managed by CBL & Associates Management, Inc., an affiliate of the borrower, pursuant to two management agreements. Under the loan documents, the Parkdale Mall & Crossing Property may not be managed by any other party, other than (i) any direct or indirect wholly-owned affiliate of CBL & Associates Management, Inc. or CBL & Associates Limited Partnership or (ii) another management company approved by the lender and with respect to which the Rating Agency Confirmation has been obtained. Upon the occurrence of an event of default, a material default by the property manager under the management agreements beyond any applicable cure period or the filing of a bankruptcy petition or a similar event with respect to the property manager, the lender may require the borrower to replace the property manager with a new property manager selected by the lender and with respect to which Rating Agency Confirmation has been received.

■

Mezzanine or Subordinate Indebtedness. No mezzanine financing is permitted, however, issuance of preferred equity in borrower is permitted subject to requirements set forth in the loan documents, including qualifications for the holder of any such preferred equity, subordination of such preferred equity to all payments required under the Parkdale Mall & Crossing Loan and Rating Agency Confirmation.

■

Release of Collateral. The borrower may obtain the release of a certain vacant, non-income producing parcel identified in the loan agreement, in connection with the conveyance (or ground lease) of such parcels to one or more third parties, without the payment of a release price, subject to certain conditions set forth in the loan agreement, including among others: (i) no event of default continuing under the Parkdale Mall & Crossing Loan, (ii) a determination that certain REMIC requirements will be met and (iii) delivery of Rating Agency Confirmation.

■

Terrorism Insurance. So long as TRIPRA or a similar or subsequent statute is in effect, the borrower is required to maintain terrorism insurance for certified and non-certified acts (as those terms are defined in TRIPRA or similar or subsequent statute) in an amount equal to the full replacement cost of the Parkdale Mall & Crossing Property, plus twelve months of business interruption coverage. If TRIPRA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the borrower is required to carry terrorism insurance throughout the term of the Parkdale Mall & Crossing Loan as required by the preceding sentence, but in that event the borrower will not be required to spend more than two times the amount of the insurance premium that is payable at that time in respect of the casualty and business interruption/rental loss insurance required under the loan documents, and if the cost of terrorism insurance exceeds that amount, the borrower is required to purchase the maximum amount of terrorism insurance available with funds equal to that amount. The terrorism insurance is required to contain a deductible that is no larger than $100,000. The required terrorism insurance may be included in a blanket policy, provided that the borrower provides evidence satisfactory to the lender that the insurance premiums for the Parkdale Mall & Crossing Property are separately allocated under the blanket policy and that certain other requirements are satisfied. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.

B-58

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B-59

SHOPPES AT CHINO HILLS

B-60

SHOPPES AT CHINO HILLS

B-61

SHOPPES AT CHINO HILLS

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Originator		CGMRC
Location (City/State)	Chino Hills, California	Cut-off Date Principal Balance		$60,804,936
Property Type	Retail	Cut-off Date Principal Balance per SF		$160.36
Size (SF)	379,188	Percentage of Initial Pool Balance		3.5%
Total Occupancy as of 8/1/2011	87.4%	Number of Related Mortgage Loans		None
Owned Occupancy as of 8/1/2011	87.4%	Type of Security	Fee Simple
Year Built / Latest Renovation	2008 / NAP	Mortgage Rate		5.2000%
Appraised Value	$111,500,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		360
Underwritten Revenues	$10,812,971
Underwritten Expenses	$3,658,321	Escrows
Underwritten Net Operating Income (NOI)	$7,154,649		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$6,706,392	Taxes	$451,786	$112,946
Cut-off Date LTV Ratio	54.5%	Insurance	$21,642	$10,821
LTV Ratio at Maturity	45.3%	Replacement Reserves	$0	$3,159
DSCR Based on Underwritten NOI / NCF	1.78x / 1.67x	TI/LC(1)	$0	$38,857
Debt Yield Based on Underwritten NOI / NCF	11.8% / 11.0%	Other(2)	$1,934,826	$0

Sources and Uses
Sources	$	%	Uses	$	%
Loan Amount	$61,000,000	98.9%	Loan Payoff	$41,803,712	67.8%
Other	660,000	1.1	Sponsor Equity Distribution	16,699,180	27.1
			Reserves	2,408,253	3.9
			Closing Costs	748,855	1.2
Total Sources	$61,660,000	100.0%	Total Uses	$61,660,000	100.0%

(1)

TI/LC Reserves are capped at $2,000,000.

(2)

Other reserves represent Gap Rent Reserve ($135,981), Free Rent Reserve ($277,063), TI Holdback Reserve ($1,514,907), and deferred maintenance reserve ($6,875). See “– Escrows” below.

The Mortgage Loan. The mortgage loan (the “Shoppes at Chino Hills Loan”) is evidenced by a note in the original principal amount of $61,000,000 and is secured by a first mortgage encumbering a lifestyle center located in Chino Hills, California (the “Shoppes at Chino Hills Property”). The Shoppes at Chino Hills Loan was originated on June 8, 2011 by Citigroup Global Markets Realty Corp. and represents approximately 3.5% of the Initial Pool Balance. The note evidencing the Shoppes at Chino Hills Loan had an outstanding principal balance as of the cut-off date of $60,804,936 and an interest rate of 5.2000% per annum. The proceeds of the Shoppes at Chino Hills Loan were used to refinance existing debt on the Shoppes at Chino Hills Property.

The Shoppes at Chino Hills Loan had an initial term of 120 months and has a remaining term of 117 months. The Shoppes at Chino Hills Loan requires payments of interest and principal during the term of the loan based on a 30-year amortization schedule. The scheduled maturity date is the due date in July 2021. Voluntary prepayment of the Shoppes at Chino Hills Loan is prohibited prior to April 7, 2021. Defeasance with non-callable U.S. government securities is permitted at any time after the second anniversary of the securitization closing date.

The Mortgaged Property. The Shoppes at Chino Hills Property is a 379,188 SF lifestyle center located in Chino Hills, California. The Shoppes at Chino Hills Property was constructed in 2008. The Shoppes at Chino Hills Property offers an open-air shopping environment with big box retail, local boutiques and numerous national retail tenants, as well as a small office component. Anchors at the Shoppes at Chino Hills Property include Barnes & Noble, XXI Forever, and Trader Joe’s. The Shoppes at Chino Hills Property also has other nationally recognized tenants including Abercrombie & Fitch, Aeropostale, American Eagle Outfitters, Banana Republic, H&M, and Victoria’s Secret. As of August 1, 2011, Total Occupancy and Owned Occupancy were both 87.4%. For the trailing twelve-month period ending June 30, 2011, comparable sales were approximately $287 per SF for tenants who have both been in occupancy and reported sales for at least one year.

B-62

SHOPPES AT CHINO HILLS

The following table presents certain information relating to the major tenants (of which, certain tenants may have co-tenancy provisions) at the Shoppes at Chino Hills Property:

Ten Largest Owned Tenants Based on Underwritten Base Rent

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA		% of GLA			UW Base Rent			% of Total UW Base Rent			UW Base Rent $ per SF		Lease Expiration	Tenant Sales $ per SF(2)		Occupancy Cost
Jacuzzi Brands Corporation	NR / NR / NR		32,458		8.6	%		$934,790			10.3	%		$28.80	10/31/2014	NA		NA
Barnes & Noble	NR / NR / NR		27,970		7.4			440,720			4.8			15.76	6/30/2018		$134		11.8	%
XXI Forever	NR / NR / NR		21,169		5.6			420,052	(3)		4.6			19.84	12/31/2018		$265		7.5	%
Sterling Jewelers Inc.	NR / NR / NR		6,085		1.6			344,795			3.8			56.66	1/31/2029		$495		10.7	%
Victoria’s Secret	BB+ / Ba2 / BB+		9,869		2.6			296,070			3.3			30.00	5/31/2018		$374		11.0	%
Trader Joe’s	NR / NR / NR		12,538		3.3			275,836			3.0			22.00	8/31/2018	NA		NA
Wood Ranch	NR / NR / NR		7,594		2.0			265,790			2.9			35.00	12/31/2029		$505		9.2	%
Dillon’s Restaurant(4)	NR / NR / NR		9,239		2.4			249,453			2.7			27.00	10/31/2021	NA		NA
Banana Republic	BBB- / Baa3 / BB+		8,652		2.3			232,956			2.6			26.93	5/31/2013		$213		17.0	%
Yard House USA LLC	NR / NR / NR		6,629		1.7			229,032			2.5			34.55	5/31/2018		$686		6.5	%
Ten Largest Owned Tenants			142,203		37.5	%		$3,689,495			40.5	%		$25.95
Remaining Owned Tenants			189,133		49.9			5,409,625	(5)		59.5			28.60
Vacant Spaces (Owned Space)			47,852		12.6			0			0.0			0.00
Total / Wtd. Avg. All Owned Tenants			379,188		100.0	%		$9,099,120			100.0	%		$27.46

(1)

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

(2)

All Tenant Sales $ per SF are based on TTM 6/30/2011 sales except Sterling Jewelers Inc. which is based on 2010 sales.

(3)

XXI Forever pays percentage rent in lieu of base rent. XXI Forever underwritten base rent is based on 7.5% of TTM 6/30/2011 sales.

(4)

Dillon’s Restaurant has executed a lease but has not yet taken occupancy or commenced paying rent.

(5)

H&M, Huereque Candies and The Walking Company pay percentage rent in lieu of base rent. Underwritten base rent includes H&M rent based on 9.0% of TTM 6/30/2011 sales, Huereque Candies rent based on 12.0% of TTM 6/30/2011 sales and The Walking Company rent based on 5.0% of TTM 6/30/2011 sales.

The following table presents the lease rollover schedule at the Shoppes at Chino Hills Property, based on initial lease expiration dates:

Lease Expiration Schedule(1)

Year Ending December 31,	Expiring Owned GLA		% of Owned GLA			Cumulative % of Owned GLA			UW Base Rent(2)		% of Total UW Base Rent			UW Base Rent $ per SF		# of Expiring Tenants
MTM		0		0.0	%		0.0	%		$0		0.0	%		$0.00		0
2011		400		0.1			0.1	%		37,800		0.4			94.50		4
2012		6,654		1.8			1.9	%		151,270		1.7			22.73		7
2013		19,198		5.1			6.9	%		486,462		5.3			25.34		8
2014		33,906		8.9			15.9	%		957,110		10.5			28.23		2
2015		1,154		0.3			16.2	%		27,696		0.3			24.00		1
2016		3,928		1.0			17.2	%		119,145		1.3			30.33		3
2017		0		0.0			17.2	%		0		0.0			0.00		0
2018		169,583		44.7			61.9	%		4,644,960		51.0			27.39		35
2019		59,086		15.6			77.5	%		1,461,432		16.1			24.73		11
2020		0		0.0			77.5	%		0		0.0			0.00		0
2021		18,490		4.9			82.4	%		413,372		4.5			22.36		3
2022 & Thereafter		18,937		5.0			87.4	%		799,873		8.8			42.24		3
Vacant		47,852		12.6			100.0	%		0		0.0			0.00		0
Total / Wtd. Avg.		379,188		100.0	%					$9,099,120		100.0	%		$27.46		77

(1)

Calculated based on approximate square footage occupied by each Owned Tenant.

(2)

Underwritten base rent includes percentage rent in lieu of base rent for XXI Forever, H&M, Huereque Candies, and The Walking Company. XXI Forever underwritten base rent is $420,052 and based on 7.5% of TTM 6/30/2011 sales. H&M underwritten base rent is $196,584 and based on 9.0% of TTM 6/30/2011 sales. Huereque Candies underwritten base rent is $26,734 and based on 12.0% of TTM 6/30/2011 sales. The Walking Company underwritten base rent is $18,070 and based on 5.0% of TTM 6/30/2011 sales.

B-63

SHOPPES AT CHINO HILLS

The following table presents certain information relating to historical leasing at the Shoppes at Chino Hills Property:

Historical Leased %(1)

		12/31/2008		12/31/2009		12/31/2010
Shoppes at Chino Hills		62.1%		84.0%		81.9%

(1)

As provided by the borrower which reflects occupancy as of December 31, for each respective year.

n	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 Shoppes at Chino Hills Property:

Cash Flow Analysis(1)

	2010			TTM 6/30/2011			Underwritten			Underwritten $ per SF
Base Rent(2)		$8,196,988			$8,160,676			$8,404,689			$22.16
Contractual Rent Steps(3)		0			0			32,990			0.09
Gross Up Vacancy		0			0			1,451,718			3.83
Mark to Market Adjustment		0			0			(1,163,917	)		(3.07	)
Total Rent		$8,196,988			$8,160,676			$8,725,480			$23.01
Total Reimbursables		2,124,742			2,171,477			2,527,272			6.66
Other Income(4)		290,860			284,327			266,834			0.70
Percentage Rent		828,668			808,847			745,102			1.96
Less Vacancy & Credit Loss		(13,848	)		(87,158	)		(1,451,718	)		(3.83	)
Effective Gross Income		$11,427,410			$11,338,169			$10,812,971			$28.52

Total Operating Expenses		$3,554,516			$3,666,702			$3,658,321			$9.65

Net Operating Income		$7,872,894			$7,671,467			$7,154,649			$18.87
TI/LC		0			0			391,379			1.03
Capital Expenditures		0			0			56,878			0.15
Net Cash Flow		$7,872,894			$7,671,467			$6,706,392			$17.69

(1)

(2)

Base rent includes $249,453 of rent associated with Dillon’s Restaurant. Dillon’s Restaurant has executed a lease but has not yet taken occupancy or commenced paying rent.

(3)

Contractual rent steps include increases in annual rent through March 1, 2012 pursuant to tenant leases.

(4)

Other Income includes the advertising lease with CBS Outdoor, parking, storage rent, marketing income, and other revenue.

n	Appraisal. According to the appraisal, the Shoppes at Chino Hills Property had an “as-is” appraised value of $111,500,000 as of an effective date of April 20, 2011. In addition, the appraiser concluded an “as stabilized” appraised value of $117,500,000 as of an effective date of April 1, 2013.

n	Environmental Matters. The Phase I, dated May 18, 2011, revealed no evidence of environmental conditions in connection with the Shoppes at Chino Hills Property.

Market Overview and Competition. The Shoppes at Chino Hills Property is located in Chino Hills, California, within San Bernardino County, which is approximately 30 miles east of Los Angeles. The Shoppes at Chino Hills Property is situated within Chino Hills, on the corner of two major streets (Peyton Drive and Grand Avenue) and one block west of the Chino Valley Freeway (State Highway 71), which is the primary access route into and out of Chino Hills. Per the appraisal, the 2010 population within a one, three, and five mile radius of the Shoppes at Chino Hills Property is 9,725, 119,988, and 327,622, respectively. The 2010 median household income for the subject’s one, three, and five mile radius was estimated to be $111,473, $84,809, and $70,301, respectively.

B-64

SHOPPES AT CHINO HILLS

The following table presents certain information relating to the primary competition for the Shoppes at Chino Hills Property:

Competitive Set

	Shoppes at Chino Hills	Plaza El Segundo(1)	Bella Terra – Shop Space(1)	Anaheim Garden Walk(1)
Distance from Subject	--	49 miles	35 miles	18 miles
Property Type	Lifestyle Center	Lifestyle / Power Center	Regional Shopping Center	Lifestyle Center
Year Built / Renovated	2008 / NAP	2007 / NAP	1965 / 2005	2007 / NAP
Total GLA	379,188	381,242	275,868	445,740
Total Occupancy	87%	99%	90%	75%
Anchors / Significant Tenants	Jacuzzi Brands Corporation, Barnes & Noble, XXI Forever, Trader Joe’s, H&M, Victoria’s Secret, Banana Republic	Border’s Books, Whole Foods, Home Goods, Dick’s Sporting Goods, Cost Plus, PetSmart	Burlington Coat Factory, Century Theatres, REI, Pier One Imports, Bed Bath & Beyond, Cost Plus	McCormick & Schmick’s, P.F. Chang’s, Roy’s Restaurant, California Pizza Kitchen, Cheesecake Factory
	Village At Orange Mall(1)	Promenade Shops At Dos Lagos(1)	Riverside Plaza(1)	The River(1)
Distance from Subject	23 miles	22 miles	27 miles	91 miles
Property Type	Regional Mall	Lifestyle Center	Lifestyle Center	Lifestyle Center
Year Built/Renovated	1971 / NAP	2006 / NAP	1957 / 2004	2002 / NAP
Total GLA	807,597	351,200	463,885	248,967
Total Occupancy	97%	85%	98%	94%
Anchors / Significant Tenants	Sears, JC Penney, and Walmart, Old Navy, Olive Garden, Cost Plus, Trader Joe’s	Krikorian 15 Theaters, Trader Joe’s, Victoria’s Secret, Banana Republic, Anthropologie, Talbots	Forever 21, Regal Cinemas, Vons	Borders, Cheesecake Factory, The Yard House, P.F. Chang’s

(1)

Source: Appraisal.

The Borrower. The borrower is Chino Hills Mall LLC, a Delaware limited liability company and a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Shoppes at Chino Hills Loan. The borrower of the Shoppes at Chino Hills Loan is a Delaware limited liability company, (i) the members of which are two trusts in which the trustees are Manouchehr Moshayedi and Mehrdad Moshayedi, respectively, and (ii) the limited liability company managers of which are Manouchehr Moshayedi and Mehrdad Moshayedi. Manouchehr and Mehrdad Moshayedi’s other real estate holdings include a 45,000 SF grocery anchored shopping center in Van Nuys, California, a 40 unit medical office building and drugstore in Monton, Canada, a 40 unit multifamily property in Oromocto New Brunswick, Canada and various other residential/condominium developments. The non-recourse carveout guarantors under the Shoppes at Chino Hills Loan are Manouchehr Moshayedi and Mehrdad Moshayedi. The guarantors are currently the subject of an SEC investigation concerning their 2009 sale, in a secondary public offering, of stock in a public company they co-founded and in which they were officers. The guarantors have indicated that they are cooperating with the investigation. The guarantors are also defendants in two lawsuits related to the secondary public offering and other matters. See “Risk Factors—Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions” and “Description of the Mortgage Pool—Litigation Considerations” in the Prospectus Supplement.

Escrows. On the origination date, the borrower funded aggregate reserves of $2,408,253 with respect to the Shoppes at Chino Hills Property, comprised of: (i) $451,786 for real estate taxes; (ii) $21,642 for insurance; (iii) $6,875 for deferred maintenance; (iv) $135,981 as a gap rent reserve for three tenants; (v) $277,063 as a reserve for free rent obligations outstanding with respect to two tenants; and (vi) a $1,514,907 holdback for outstanding tenant improvements and leasing commissions. Provided that no event of default exists, portions of the gap rent reserve will be released to borrower upon lender’s receipt of officer’s certificates from borrower or estoppel certificates from the applicable tenants certifying that such tenants’ leases have commenced and no defaults exist thereunder and such tenants are in possession of their premises, open for business and paying rent. Portions of the free rent reserve will be disbursed to borrower on each monthly payment date until the payment date in October 2012 according to a schedule attached to the loan agreement; provided, however, that if a Shoppes at Chino Hills Trigger Period (as defined below) exists, such disbursements of the free rent reserve are required to be disbursed to the cash management account and applied as described below.

On each monthly payment date, the borrower is required to fund the following reserves with respect to the Shoppes at Chino Hills Property: (i) a tax reserve in an amount equal to one-twelfth of the amount that the lender

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estimates will be necessary to pay taxes over the then succeeding twelve month period; (ii) at lender’s option, if the liability or casualty insurance policies are not maintained by the borrower under blanket or umbrella policies, an insurance reserve in an amount equal to one-twelfth of the amount that the lender estimates will be necessary to pay insurance premiums over the then succeeding twelve month period; (iii) a capital expenditure reserve in the amount of $3,159; and (iv) a tenant improvement and leasing commission reserve in the amount of $38,857, which is subject to a cap of $2,000,000.

In addition, on each monthly payment date during the continuance of a Shoppes at Chino Hills Trigger Period, the borrower is required to deposit an amount equal to the aggregate amount of approved operating expenses and approved extraordinary expenses for each month into the operating expense account, and an amount equal to the excess cash flow generated by the Shoppes at Chino Hills Property for each month is required to be deposited into an excess cash flow account.

A “Shoppes at Chino Hills Trigger Period” means a period (A) commencing upon the earliest of (i) the occurrence and continuance of an event of default, (ii) the debt service coverage ratio (calculated on a trailing four calendar quarter basis and based upon quarterly reporting (as and to the extent required under the loan agreement)) being less than 1.20x and (iii) the occupancy percentage of retail tenants falling below 75% of the retail rentable square footage of the Shoppes at Chino Hills Property; and (B) expiring upon (x) with regard to any Shoppes at Chino Hills Trigger Period commenced in connection with clause (i) above, the cure (if applicable) of such event of default, (y) with regard to any Shoppes at Chino Hills Trigger Period commenced in connection with clause (ii) above, the date that the debt service coverage ratio (calculated on a trailing four calendar quarter basis and based upon quarterly reporting (as and to the extent provided)) is equal to or greater than 1.20x for two calendar quarters, or (z) with regard to any Shoppes at Chino Hills Trigger Period commenced in connection with clause (iii) above, the retail occupancy percentage rises above 75% for two consecutive calendar quarters.

Lockbox and Cash Management. The Shoppes at Chino Hills Loan requires a hard lockbox, which is already in place. The loan documents require the borrower to direct the tenants to pay their rents directly to a lender controlled lockbox account. On each business day, sums on deposit in the lockbox account are required to (i) provided no Shoppes at Chino Hills Trigger Period exists, be transferred to the borrower, or (ii) to the extent a Shoppes at Chino Hills Trigger Period exists, be transferred to the cash management account. On each monthly payment date, all funds on deposit in the cash management account, after payment of debt service and the funding of monthly escrows for budgeted operating expenses, real estate taxes and insurance and capital expenditures and leasing reserves, will be deposited into an excess cash flow reserve account, to be held as additional collateral for the Shoppes at Chino Hills Loan.

Property Management. The Shoppes at Chino Hills Property is currently managed by PM Realty Group, L.P., a third party manager unaffiliated with the borrower, pursuant to a management agreement. Under the loan documents, the Shoppes at Chino Hills Property may be managed by (i) PM Realty Group, L.P., or (ii) any management company approved by lender (which approval may be conditioned on receipt of a Rating Agency Confirmation). The lender may require the borrower to replace the property manager if (a) there is a material default by the manager under the management agreement, (b) the property manager files for bankruptcy protection or (c) a Shoppes at Chino Hills Trigger Period exists.

n	Mezzanine or Subordinate Indebtedness. Not permitted.

Terrorism Insurance. The borrower must maintain an “all-risk” insurance policy that provides coverage for terrorism in an amount equal to the full replacement cost of the Shoppes at Chino Hills Property, plus eighteen (18) months of business interruption coverage. The terrorism insurance is required to contain a deductible that is acceptable to the lender and is no larger than $10,000. The required terrorism insurance may be included in a blanket policy, provided that the borrower provides evidence satisfactory to the lender that the insurance premiums for the Shoppes at Chino Hills Property are separately allocated under such blanket policy and that certain other requirements are satisfied. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.

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Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Originator		GSMC
Location (City/State)	Los Angeles, California	Cut-off Date Principal Balance		$58,400,000
Property Type	Office	Cut-off Date Principal Balance per SF		$105.61
Size (SF)	552,999	Percentage of Initial Pool Balance		3.3%
Total Occupancy as of 6/30/2011	89.8%	Number of Related Mortgage Loans		None
Owned Occupancy as of 6/30/2011	89.8%	Type of Security		Fee Simple
Year Built / Latest Renovation	1948, 1957, 1984 / 2006	Mortgage Rate		4.9300%
Appraised Value	$144,500,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		0
Underwritten Revenues	$17,365,270
Underwritten Expenses	$6,235,005	Escrows
Underwritten Net Operating Income (NOI)	$11,130,265		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$10,472,404	Taxes	$238,797	$79,599
Cut-off Date LTV Ratio	40.4%	Insurance	$44,529	$14,843
LTV Ratio at Maturity	40.4%	Replacement Reserves	$0	$0
DSCR Based on Underwritten NOI / NCF	3.81x / 3.59x	TI/LC	$0	$0
Debt Yield Based on Underwritten NOI / NCF	19.1% / 17.9%	Other(1)	$3,015,506	$0

Sources and Uses
Sources	$	%	Uses	$	%
Loan Amount	$58,400,000	99.9%	Loan Payoff/Defeasance	$54,390,250	93.0%
Sponsor Equity	65,000	0.1	Reserves	3,298,832	5.6
			Closing Costs	743,061	1.3
			Sponsor Equity Distribution	32,857	0.1
Total Sources	$58,465,000	100.0%	Total Uses	$58,465,000	100.0%

(1)

The other upfront reserve of $3,015,506 represents unpaid tenant improvements and leasing commissions for Scripps Networks, LLC ($149,376) and Screen Actors Guild ($2,866,130). The reserve for Scripps Networks, LLC ($149,376) was released on June 24, 2011. See “—Escrows” below.

The Mortgage Loan. The mortgage loan (the “Museum Square Loan”) is evidenced by a note in the original principal amount of $58,400,000 and is secured by a first mortgage encumbering an office building located in Los Angeles, California (the “Museum Square Property”). The Museum Square Loan was originated by Goldman Sachs Mortgage Company. The Museum Square Loan was originated on June 2, 2011 and represents approximately 3.3% of the Initial Pool Balance. The note evidencing the Museum Square Loan had an outstanding principal balance as of the Cut-off Date of $58,400,000 and an interest rate of 4.9300% per annum. The proceeds of the Museum Square Loan were used to refinance existing debt on the Museum Square Property.

The Museum Square Loan had an initial term of 120 months and has a remaining term of 116 months. The Museum Square Loan requires payments of interest only until maturity. The scheduled maturity date is the due date in June 2021. Voluntary prepayment of the Museum Square Loan is prohibited prior to February 6, 2021. Defeasance with direct, non-callable obligations that are either the direct obligations of, or are fully guaranteed by the full faith and credit of, the United States of America is permitted at any time on or after the first due date following the second anniversary of the securitization closing date.

The Mortgaged Property. The Museum Square Property is a 552,999 SF office building comprised of 12-stories with a 5-level above-grade parking garage and surface parking providing 1,468 parking spaces. The Museum Square Property is in the “Miracle Mile” submarket, within the City of Los Angeles. The Museum Square Property was built in 1948, with the addition of the north wing in 1957 and the addition of the parking garage in 1984 and renovated throughout the 1970’s with the most recent renovation occurring in 2006. The Museum Square Property serves as the national headquarters for the Screen Actors Guild and other tenants include County of Los Angeles (rated Aa2/AA- by MIS/S&P), E! Entertainment Television (rated BBB+/Baa1/BBB+ by Fitch/MIS/S&P) and American Federation of Television and Radio Artists (AFTRA). As of June 30, 2011, the Total Occupancy and Owned Occupancy were both 89.8%.

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The following table presents certain information relating to the tenants at the Museum Square Property:

Ten Largest Tenants Based on Underwritten Base Rent

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA		% of GLA		UW Base Rent		% of Total UW Base Rent		UW Base Rent $ per SF		Lease Expiration
Screen Actors Guild	NR / NR / NR		105,366		19.1%		$3,110,578		21.1%		$29.52	7/31/2020
County of Los Angeles(2)	NR / Aa2 / AA-		35,548		6.4		1,501,548		10.2		42.24	2/16/2024
E! Entertainment Television	BBB+ / Baa1 / BBB+		36,055		6.5		1,043,510		7.1		28.94	12/31/2011
AFTRA	NR / NR / NR		34,045		6.2		988,667		6.7		29.04	1/31/2017
Nextpoint(3)	NR / NR / NR		31,418		5.7		836,976		5.7		26.64	11/30/2017
Scripps Networks, LLC	NR / NR / A-		17,825		3.2		551,862		3.7		30.96	6/30/2020
Museum Center Surgery Group	NR / NR / NR		11,090		2.0		384,711		2.6		34.69	4/30/2012
Actor’s Fund of America	NR / NR / NR		9,219		1.7		335,018		2.3		36.34	8/31/2019
Stun Creative (4)	NR / NR / NR		12,143		2.2		329,318		2.2		27.12	12/31/2017
J.H. Snyder Company(5)	NR / NR / NR		10,630		1.9		262,760		1.8		24.72	(6)
Ten Largest Tenants			303,339		54.9%		$9,344,948		63.5%		$30.81
Remaining Tenants			193,384		35.0		5,376,322		36.5		27.80
Vacant			56,276		10.2		0		0.0		0.00
Total / Wtd. Avg. All Owned Tenants			552,999		100.0%		$14,721,270		100.0%		$29.64

(1)

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

(2)

One-time early termination option in 2019.

(3)

One-time early termination option in 2014.

(4)

One-time early termination option in 2016.

(5)

J.H. Snyder Company subleases a portion of its space to one tenant occupying 1,384 SF paying $24.72 psf and one tenant occupying 1,568 SF paying $24.72 psf.

(6)

J.H. Snyder Company has 9,246 SF (base rent of $24.00 psf) expiring on 11/30/2014 and 1,384 SF (base rent of $29.52 psf) expiring on 11/1/2014.

The following table presents the lease rollover schedule at the Museum Square Property, based on initial lease expiration dates:

Lease Expiration Schedule(1)

Year Ending December 31,	Expiring Owned GLA		% of Owned GLA			Cumulative % of Owned GLA			UW Base Rent		% of Total UW Base Rent			UW Base Rent $ per SF		# of Expiring Tenants
MTM		18,664		3.4	%		3.4	%		$260,165		1.8	%		$13.94		8
2011		40,320		7.3			10.7	%		1,176,896		8.0			29.19		7
2012		51,537		9.3			20.0	%		1,566,585		10.6			30.40		19
2013		9,272		1.7			21.7	%		277,303		1.9			29.91		7
2014		59,833		10.8			32.5	%		1,573,217		10.7			26.29		17
2015		15,504		2.8			35.3	%		442,149		3.0			28.52		7
2016		31,074		5.6			40.9	%		892,769		6.1			28.73		14
2017		83,181		15.0			55.9	%		2,329,034		15.8			28.00		6
2018		3,638		0.7			56.6	%		158,294		1.1			43.51		2
2019		9,219		1.7			58.3	%		335,018		2.3			36.34		1
2020		129,334		23.4			81.7	%		3,904,803		26.5			30.19		10
2021		9,599		1.7			83.4	%		303,490		2.1			31.62		4
2022 & Thereafter		35,548		6.4			89.8	%		1,501,548		10.2			42.24		1
Vacant		56,276		10.2			100.0	%		0		0.0			0.00		0
Total / Wtd. Avg.		552,999		100.0	%					$14,721,270		100.0	%		$29.64		103

(1)

Calculated based on approximate square footage occupied by each Owned Tenant.

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The following table presents certain information relating to recent leasing activity at the Museum Square Property:

Recent Leasing Activity(1)

Tenant	SF		Lease Begin	Lease Term (mos.)		Total Rent ($ psf)		Tenant Improvements ($ psf)
Vashalo		2,886	July 2011		38		$27.00		$12.00
Real Gravity		1,342	June 2011		12		$25.20	As-Is
The Knot		3,559	April 2011		64		$26.28		$25.00
Cauley Associates		631	April 2011		60		$25.80		$17.00
Rocket Punch Productions		2,088	April 2011		13		$25.80		$3.00
Kenneth Kim, MD		2,074	March 2011		61		$28.80		$1.30
Lucas Design International		6,729	February 2011		60		$27.00		$10.00

(1)

Source: Appraisal

The following table presents certain information relating to historical leasing at the Museum Square Property:

Historical Leased %(1)

		2008		2009		2010
Owned Space		86.5%		92.7%		89.7%

(1)

As provided by the borrower which reflects average occupancy for the year.

n	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 Museum Square Property:

Cash Flow Analysis(1)

	2009		2010		TTM 6/30/2011		Underwritten(2)			Underwritten $ per SF
Base Rent		$13,080,551		$12,942,720		$13,371,996		$14,721,270			$26.62
Overage Rent		33,822		0		0		0			0.00
Gross Up Vacancy		0		0		0		1,092,084			1.97
Total Rent		$13,114,373		$12,942,720		$13,371,996		$15,813,354			$28.60
Total Reimbursables		851,709		376,303		271,523		346,597			0.63
Parking Income		2,183,392		2,095,960		2,238,235		2,243,715			4.06
Other Income(3)		80,745		45,572		32,341		53,688			0.10
Less Vacancy & Credit Loss		0		0		0		(1,092,084	)		(1.97	)
Effective Gross Income		$16,230,219		$15,460,555		$15,914,095		$17,365,270			$31.40

Total Operating Expenses		$6,135,892		$5,997,664		$6,149,359		$6,235,005			$11.27

Net Operating Income		$10,094,327		$9,462,891		$9,764,736		$11,130,265			$20.13
TI/LC		0		0		0		465,582			0.84
Capital Expenditures		0		0		0		192,278			0.35
Net Cash Flow		$10,094,327		$9,462,891		$9,764,736		$10,472,404			$18.94

(1)

(2)

Underwritten base rent based on contractual rents as of 6/30/2011 and rent steps through 12/31/2011.

(3)

Includes rooftop leases, conference room rental and other non-recurring expenses.

n	Appraisal. According to the appraisal, the Museum Square Property had an “as-is” appraised value of $144,500,000 as of an effective date of April 29, 2011.

n	Environmental Matters. According to the Phase I, dated May 5, 2011, other than developing an O&M Program plan to address any potential asbestos present at the Museum Square Property, there are no recommendations for further action at the Museum Square Property.

Market Overview and Competition. The Museum Square Property is located in the Miracle Mile District in Los Angeles, a district that caters to a variety of international entertainment, media, communication and service-oriented tenants. The Museum Square Property fronts on Wilshire Boulevard, which is a main thoroughfare running east and west through Los Angeles. Freeway access to the Museum Square Property is provided by the Hollywood Freeway (US Highway 101), the San Diego Freeway (I-405) and the Pasadena/Harbor Freeway (State Highway 110). The Museum Square Property is located next to the historic La Brea Tar Pits, the Los Angeles County Museum of Art (LACMA) and is one mile from the retail development known as “The Grove”.

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The following table presents certain information relating to certain office lease comparables provided in the appraisal for the Museum Square Property:

Office Lease Comparables(1)

	Museum Square	5900 Wilshire(2)	Wilshire Courtyard(2)	5670 Wilshire(2)	The New Wilshire(2)	6300 Wilshire(2)
Year Built	1948, 1957, 1984	1971	1987	1965	1986	1971
Total GLA	552,999	452,000	996,420	445,004	202,704	404,049
Total Occupancy	90%	86%	92%	85%	80%	83%
Quoted Rent Rate PSF	$29.64	$33.00-$35.40	$30.00-$37.80(3)	$33.00	$28.20-$32.40	$30.00-$31.80
Expense Basis	Base Year	Base Year	Base Year	Base Year	Base Year	Base Year

(1)

Certain lease comparables shown in the above table may be renewals.

(2)

Source: Appraisal.

(3)

This reflects the range of the most recently signed comparable leases at the Museum Square Property.

The following table presents certain information relating to certain office sales comparables provided in the appraisal for the Museum Square Property:

Office Sales Comparables(1)

Property Name	City	Sale Date	Year Built	NRA (SF)	Sale Price	Sale Price PSF(2)	Occupancy
Museum Square	Los Angeles	NAP	1948, 1957, 1984	552,999	NAP	NAP	90%
6500 Wilshire	Los Angeles	November 2010	1986	434,431	$177,100,000	$407.66	99%
Wilshire Bundy Plaza	Brentwood	October 2010	1984	295,842	$111,000,000	$375.20	80%
Union Bank Plaza	Los Angeles	September 2010	1966	627,334	$208,000,000	$331.56	96%
Grand Avenue Courtyard	El Segundo	September 2010	1987	255,063	$51,000,000	$199.95	88%

(1)

Source: Appraisal

(2)

Transaction amount adjusted for cash equivalency and/or deferred maintenance (where applicable).

The Borrower. The borrower is 5757 Wilshire LLC, a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Museum Square Loan. The borrower of the Museum Square Loan is indirectly owned, in part, by Jerome H. Snyder and William Glikbarg, who are also the non-recourse carveout guarantors under the Museum Square Loan.

Escrows. At origination, the borrower funded an escrow reserve in the amount of $238,797 in respect of certain tax expenses and $44,529 in respect of certain insurance premiums. On each due date, the borrowers are required to fund a tax, insurance and assessments reserve in an amount equal to one-twelfth of the amount the lender estimates will be necessary to pay tax, insurance premiums and fire safety assessments over the then succeeding twelve month period. In addition, at origination, the borrower deposited $3,015,506 into a reserve account to cover certain unfunded obligations of the borrower in respect of certain tenant improvements and leasing commissions. During the continuance of a Museum Square Trigger Period, the borrower is required to establish a tenant improvement and leasing commission reserve and fund that reserve either (a) in a monthly amount of $10,960 or (b) in an annual amount of $789,072 minus any funds on deposit in that reserve attributable to the then-current twelve month period. During the continuance of a Museum Square Trigger Period, the borrower is required to establish a capital expenditures reserve and fund that reserve either (a) in a monthly amount of $65,756 or (b) in an annual amount of $131,520 minus any funds on deposit in that reserve attributable to the then-current twelve month period. Upon termination of a Museum Square Trigger Period, provided no event of default is then continuing, amounts on deposit in the tenant improvement and leasing commission reserve and the capital expenditures reserve are required to be remitted to the borrower. In addition, the borrower is required to establish a reserve account for the deposit of any casualty or condemnation loss proceeds.

A “Museum Square Trigger Period” means (a) any period commencing as of the end of any fiscal quarter in which the net operating income (as calculated under the loan agreement) of the Museum Square Property for the prior twelve-month period is less than $6,710,053.70 and terminating as of the end of any fiscal quarter in which the net operating income of the Museum Square Property for the prior twelve-month period is equal to or greater than $6,710,053.70 or (b) any period commencing when the borrower fails to deliver certain financial reports to the lender as required under the loan agreement and terminating when such reports are so delivered.

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Release of Collateral. Provided no event of default is then continuing under the Museum Square Loan, from and after the four month anniversary of the origination date, the borrower may obtain the release of an unimproved outparcel from the lien of the loan documents, subject to the satisfaction of certain conditions, including among others: (i) after giving effect to the release, the loan-to-value ratio (as calculated pursuant to the loan documents) for the remaining portions of the Museum Square Property is no greater than 50% and (iii) delivery of Rating Agency Confirmation.

Lockbox and Cash Management. The Museum Square Loan requires a hard lockbox, which is already in place. The loan documents require the borrower to direct the tenants to pay their rents directly to a lender-controlled cash management account or a blocked account. The loan documents also require that all rents received by the borrower or the property manager be deposited into the cash management account or a blocked account within one business day after receipt. All amounts in any blocked account are swept to the lender-controlled cash management account on a daily basis. On each business day that no event of default under the Museum Square Loan is continuing, all funds in the cash management account in excess of the amount required to pay debt service and fund required reserves on the next due date will be remitted to an operating account designated and accessible by the borrower and pledged to the lender. During the continuance of an event of default under the Museum Square Loan, the lender may apply any funds in the cash management account to amounts payable under the Museum Square Loan and/or toward the payment of expenses of the Museum Square Property, in such order of priority as the lender may determine.

Property Management. The Museum Square Property is currently managed by Museum Square Management Company, an affiliate of the borrower, pursuant to a management agreement. Under the loan documents, the Museum Square Property may not be managed by any other party, except for a management company approved by the lender and with respect to which a Rating Agency Confirmation has been received. The lender may require the borrower to replace the property manager if there is a material default by the property manager under the management agreement, the filing of a bankruptcy petition or a similar event with respect to the property manager or if an event of default under the Museum Square Loan has occurred and is continuing.

n	Mezzanine or Subordinate Indebtedness. Not permitted.

Terrorism Insurance. So long as TRIPRA or a similar or subsequent statute is in effect, the borrower is required to maintain terrorism insurance for certified acts and non-certified acts (as such terms are defined in TRIPRA or such similar or subsequent statute) in an amount equal to the full replacement cost of the Museum Square Property, plus twelve months of business interruption coverage. If TRIPRA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the borrower is required to carry terrorism insurance throughout the term of the Museum Square Loan as required by the preceding sentence, but in that event the borrower will not be required to spend more than two times the amount of the insurance premium that is payable at such time in respect of the property and business interruption/rental loss insurance required under the loan documents (not including the terrorism and earthquake components of that insurance), and if the cost of terrorism insurance exceeds that amount, the borrower is required to purchase the maximum amount of terrorism insurance available with funds equal to that amount. The terrorism insurance is required to contain a deductible that is approved by the lender and is no larger than $50,000. The required terrorism insurance may be included in a blanket policy, provided that the borrower provides evidence satisfactory to the lender that the insurance premiums for the Museum Square Property are separately allocated under such blanket policy and that certain other requirements are satisfied. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.

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COLE PORTFOLIO

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	17	Originator		GSCMC
Location (City/State)	Various	Cut-off Date Principal Balance		$46,670,000
Property Type	Retail	Cut-off Date Principal Balance per SF		$93.98
Size (SF)	496,618	Percentage of Initial Pool Balance		2.7%
Total Occupancy as of 8/18/2011	98.3%	Number of Related Mortgage Loans		None
Owned Occupancy as of 8/18/2011	98.3%	Type of Security		Fee Simple
Year Built / Latest Renovation	Various	Mortgage Rate		5.9230%
Appraised Value	$86,675,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		0
Underwritten Revenues	$7,916,524
Underwritten Expenses	$1,672,919	Escrows
Underwritten Net Operating Income (NOI)	$6,243,605		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$5,960,713	Taxes	$0	$0
Cut-off Date LTV Ratio	53.8%	Insurance	$0	$0
LTV Ratio at Maturity/ARD	53.8%	Replacement Reserves	$0	$0
DSCR Based on Underwritten NOI / NCF	2.23x / 2.13x	TI/LC	$0	$0
Debt Yield Based on Underwritten NOI / NCF	13.4% / 12.8%	Other(1)	$74,177	$0

Sources and Uses
Sources	$	%	Uses	$	%
Loan Amount	$46,670,000	54.0%	Purchase Price	$84,857,265	98.2%
Sponsor Equity	39,745,702	46.0	Closing Costs	1,484,260	1.7
			Reserves	74,177	0.1

Total Sources	$86,415,702	100.0%	Total Uses	$86,415,702	100.0%

(1)

Other upfront escrows include an unfunded obligation related to leasing commissions ($27,500) and a deferred maintenance escrow ($46,677). See “—Escrows” below.

The Mortgage Loan. The mortgage loan (the “Cole Portfolio Loan”) is evidenced by a note in the original principal amount of $46,670,000 and is secured by first mortgages encumbering 17 retail properties located in 10 states (the “Cole Portfolio Properties”). The Cole Portfolio Loan was originated by Goldman Sachs Commercial Mortgage Capital, L.P. and was subsequently purchased by Goldman Sachs Mortgage Company. The Cole Portfolio Loan was originated on April 7, 2011 and represents approximately 2.7% of the Initial Pool Balance. The note evidencing the Cole Portfolio Loan had an outstanding principal balance as of the Cut-off Date of $46,670,000 and has an interest rate of 5.9230% per annum. The proceeds of the Cole Portfolio Loan were used to acquire the Cole Portfolio Properties.

The Cole Portfolio Loan had an initial term of 120 months and has a remaining term of 115 months. The Cole Portfolio Loan requires payments of interest only until the anticipated repayment date which is the due date in May 2021. The final maturity date is the due date in May 2041. See “—Hyperamortization Summary” below.

Voluntary prepayment of the Cole Portfolio Loan is prohibited prior to February 6, 2021. Defeasance with direct, non-callable obligations that are either the direct obligations of, or are fully guaranteed by the full faith and credit of, the United States of America is permitted at any time on or after the first due date following the second anniversary of the securitization closing date.

The Mortgaged Properties. The Cole Portfolio Properties consist of 2 multi-tenant retail assets and 15 single-tenant retail assets located across 10 states with 36 distinct tenant exposures. The collateral securing the Cole Portfolio Loan totals 496,618 SF and includes major tenants such as CVS, On the Border, Hobby Lobby, hhgregg, Ross Dress for Less, O’Reilly Auto Parts, Best Buy, and Tractor Supply. As of August 18, 2011 Total Occupancy and Owned Occupancy were both 98.3%.

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The following table presents certain information relating to the Cole Portfolio Properties:

Property Name

Property Type

City

State

Total

GLA

Occupancy

Year Built /

Renovated

UW NCF

per SF

Lease

Expiration

Volusia Square

Multi-tenant

Daytona Beach

231,996

96.4%

1986 / 2008,2010

$2,138,729

$9.22

Various

Shoppes at Port Arthur

Multi-tenant

Port Arthur

95,877

100.0%

2008 / NAP

1,140,057

11.89

Various

CVS – Jacksonville

Single-tenant

Jacksonville

13,204

100.0%

2009 / NAP

458,988

34.76

1/31/2035

CVS – Lawrence

Single-tenant

Lawrence

12,900

100.0%

2009 / NAP

370,826

28.75

1/31/2035

CVS (Ground) – Dover(1)

Single-tenant

Dover

13,225

100.0%

2010 / NAP

260,332

19.68

1/31/2035

On the Border – Mesa

Single-tenant

Mesa

6,586

100.0%

1998 / NAP

231,205

35.11

6/30/2030

On the Border – Peoria

Single-tenant

Peoria

6,506

100.0%

1997 / NAP

202,465

31.12

6/30/2030

Chili’s

Single-tenant

Flanders

6,046

100.0%

2002 / NAP

181,567

30.03

6/30/2030

On the Border – Kansas City

Single-tenant

Kansas City

6,760

100.0%

1997 / NAP

199,356

29.49

6/30/2030

Ulta

Single-tenant

Jackson

9,991

100.0%

2010 / NAP

82,345

8.24

2/28/2021

Tractor Supply - Nixa

Single-tenant

Nixa

19,180

100.0%

2010 / NAP

160,308

8.36

6/30/2025

Tractor Supply - Hamilton

Single-tenant

Liberty Township

40,700

100.0%

1975 / NAP

101,455

2.49

7/31/2021

Macaroni Grill

Single-tenant

Flanders

6,847

100.0%

2002 / NAP

104,721

15.29

6/30/2030

O’Reilly Auto Parts - San Antonio

Single-tenant

San Antonio

6,800

100.0%

2010 / NAP

96,795

14.23

11/30/2030

O’Reilly Auto Parts – Christiansburg

Single-tenant

Christiansburg

7,200

100.0%

2010 / NAP

85,951

11.94

7/31/2030

O’Reilly Auto Parts - Houston

Single-tenant

Houston

6,800

100.0%

2010 / NAP

76,842

11.30

8/20/2030

O’Reilly Auto Parts - Highlands

Single-tenant

Highlands

6,000

100.0%

2010 / NAP

68,771

11.46

11/30/2030

Total / Wtd. Avg.

496,618

98.3%

$5,960,713

$12.00

(1)

CVS (Ground) – Dover (13,225 SF) is subject to a ground lease whereby the fee interest in the land is owned by the borrower and serves as collateral for the loan.

The following table presents certain information relating to the major tenants (of which, certain tenants may have co-tenancy provisions) at the Cole Portfolio Properties:

Ten Largest Owned Tenants Based On Underwritten Base Rent(1)

Tenant Name	Credit Rating (Fitch/MIS/S&P)(2)	Tenant GLA		% of GLA		UW Base Rent		% of Total UW Base Rent		UW Base Rent $ per SF		Lease Expiration
CVS(3)	BBB+ / Baa2 / BBB+		39,329		7.9%		$1,153,359		16.3%		$29.33	1/31/2035
On the Border	NR / NR / NR		19,852		4.0		731,685		10.3		36.86	6/30/2030
hhgregg	NR / NR / NR		30,225		6.1		483,600		6.8		16.00	3/31/2023
Hobby Lobby	NR / NR / NR		55,868		11.2		466,497		6.6		8.35	9/30/2020
O’Reilly Auto Parts	NR / NR / BBB-		26,800		5.4		356,196		5.0		13.29	Various
Tractor Supply	NR / NR / NR		59,880		12.1		337,857		4.8		5.64	Various
Ross Dress for Less	NR / NR / BBB+		30,169		6.1		289,622		4.1		9.60	1/31/2019
Buffalo Wild Wings	NR / NR / NR		15,321		3.1		274,000		3.9		17.88	(4)
Pier 1 Imports	NR / NR / NR		10,262		2.1		266,812		3.8		26.00	3/1/2013
Best Buy	BBB- / Baa2 / BBB-		20,476		4.1		266,188		3.8		13.00	1/31/2021
Ten Largest Tenants			308,182		62.1%		$4,625,816		65.2%		$15.01
Remaining Owned Tenants			180,148		36.3		2,470,488		34.8		13.71
Vacant			8,288		1.7		0		0.0		0.00
Total / Wtd. Avg. All Owned Tenants			496,618		100.0%		$7,096,303		100.0%		$14.53

(1)

Calculated based on approximate square footage occupied by each Owned Tenant.

(2)

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

(3)

CVS (Ground) – Dover (13,225 SF) is subject to a ground lease whereby the fee interest in the land is owned by the borrower and serves as collateral for the loan.

(4)

Buffalo Wild Wings has 6,000 SF (base rent of $24.00 psf) expiring on 8/31/2018 at the Shoppes at Port Arthur property and 9,321 SF (base rent of $13.95 psf) expiring on 6/30/2026 at the Volusia Square property.

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COLE PORTFOLIO

The following table presents certain information relating to the lease rollover schedule at the Cole Portfolio Properties:

Lease Expiration Schedule(1)(2)

Year Ending December 31,	Expiring Owned GLA		% of Owned GLA			Cumulative % of Owned GLA			UW Base Rent		% of Total UW Base Rent			UW Base Rent $ per SF		# of Expiring Tenants
MTM		0		0.0	%		0.0	%		$0		0.0	%		$0.00		0
2011		0		0.0			0.0	%		0		0.0			0.00		0
2012		9,137		1.8			1.8	%		195,034		2.7			21.35		3
2013		43,473		8.8			10.6	%		683,670		9.6			15.73		8
2014		27,652		5.6			16.2	%		438,807		6.2			15.87		5
2015		7,420		1.5			17.7	%		155,350		2.2			20.94		3
2016		28,500		5.7			23.4	%		220,875		3.1			7.75		1
2017		0		0.0			23.4	%		0		0.0			0.00		0
2018		12,400		2.5			25.9	%		293,760		4.1			23.69		2
2019		47,026		9.5			35.4	%		578,530		8.2			12.30		3
2020		55,868		11.2			46.6	%		466,497		6.6			8.35		1
2021		71,167		14.3			60.9	%		606,367		8.5			8.52		3
2022 & Thereafter		185,687		37.4			98.3	%		3,457,413		48.7			18.62		16
Vacant		8,288		1.7			100.0	%		0		0.0			0.00		0
Total / Wtd. Avg.		496,618		100.0	%					$7,096,303		100.0	%		$14.53		45

(1)

Calculated based on approximate square footage occupied by each Owned Tenant.

(2)

CVS (Ground) – Dover (13,225 SF) is subject to a ground lease whereby the fee interest in the land is owned by the borrower and serves as collateral for the loan.

n	Operating History and Underwritten Net Cash Flow. The following table presents the Underwritten Net Cash Flow for the Cole Portfolio Properties.

Cash Flow Analysis(1)

	Underwritten(2)			Underwritten $ per SF
Base Rental Revenue		$7,096,303			$14.29
Other Rental Revenue		6,000			0.01
Market Revenue from Vacant Units		116,032			0.23
Total Rent		$7,218,335			$14.53
Total Reimbursement Revenue		1,158,569			2.33
Other Revenue		14,050			0.03
Less Vacancy & Credit Loss		(474,431	)		(0.96	)
Effective Gross Revenue		$7,916,524			$15.94

Total Operating Expenses		$1,672,919			$3.37

Net Operating Income		$6,243,605			$12.57
TI/LC		210,383			0.42
Capital Expenditures		72,509			0.15
Net Cash Flow		$5,960,713			$12.00

(1)

As the Cole Portfolio Properties were recently acquired, no historical information is available.

(2)

Underwritten cash flow based on the 8/18/2011 rent roll with rent steps through 9/1/2011.

n	Appraisal. According to the appraisals, the Cole Portfolio had an “as-is” appraised value of $86,675,000 as of an effective date ranging from March 2, 2011 to March 15, 2011.

Environmental Matters. According to the Phase I reports, dated from March 15, 2010 to December 7, 2010, other than developing an operations and maintenance plan to address any potential asbestos present at the Volusia Square Property and Tractor Supply – Hamilton Property, there are no recommendations for further action at the Cole Portfolio Properties.

The Borrowers. The borrowers are 16 Delaware limited liability companies, each a single-purpose, single-asset entity. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Cole Portfolio Loan. The borrowers of the Cole Portfolio Loan are indirectly owned by Cole Credit Property Trust III, Inc., who is the non-recourse carveout guarantor of the Cole Portfolio Loan.

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COLE PORTFOLIO

Escrows. At origination, the borrowers deposited $46,677 into a reserve account to cover certain deferred maintenance conditions at the Cole Portfolio Properties. In addition, at origination, the borrower deposited $27,500 into a reserve account to cover certain unfunded obligations of the borrower in respect of certain leasing commissions. On each due date, the borrowers are required to fund a tax and insurance reserve in an amount equal to one-twelfth of the amount the lender estimates will be necessary to pay tax and insurance premiums over the then succeeding twelve month period, unless the borrowers provide evidence of payment of the related taxes and/or premiums. In addition, the borrower is required to establish a reserve account for the deposit of casualty or condemnation loss proceeds exceeding the lesser of $200,000 or 10% of the applicable allocated loan amount.

Furthermore, during the continuance of an event of default or a Cole Portfolio Trigger Period, the loan documents require that all amounts on deposit in the lockbox account, after the payment of debt service and the funding of required monthly escrows for real estate taxes and insurance be reserved and held as additional collateral for the Cole Portfolio Loan.

A “Cole Portfolio Trigger Period” means, on or prior to the anticipated repayment date, any 12-month period as of the end of any fiscal quarter in which the net operating income (as defined in the loan agreement) of the Cole Portfolio Properties for the prior twelve-month period is less than or equal to $5,652,500 and terminating as of the end of any fiscal quarter in which the net operating income of the Cole Portfolio Properties for the prior twelve-month period is greater than $5,652,500.

Lockbox and Cash Management. The Cole Portfolio Loan requires a hard lockbox, which is already in place. The loan documents require the borrowers to direct the tenants to pay their rents directly to a lender controlled cash management account or a blocked account. The loan documents also require that all rents received by the borrowers or the property manager be deposited into the lender controlled cash management account or a blocked account within two business days after receipt. All amounts in any blocked account are swept to the lender-controlled cash management account on a daily basis. On each business day that no event of default under the Cole Portfolio Loan is continuing, no Cole Portfolio Trigger Period is continuing and the anticipated repayment date has not occurred, all funds in the lender-controlled cash management account in excess of the amount required to pay debt service and fund required reserves on the next due date will be remitted to an account designated by the borrowers. During the continuance of an event of default under the Cole Portfolio Loan, the lender may apply any funds in the lender controlled lockbox account to the obligations of the borrowers under the Cole Portfolio Loan and/or toward the payment of expenses of the Cole Portfolio Properties, in such order of priority as the lender may determine.

Property Management. The Cole Portfolio Properties are currently managed by Cole Realty Advisors, Inc., an affiliate of the borrowers, pursuant to a management agreement. Under the loan documents, the Cole Portfolio Properties may not be managed by any other party, except for a management company approved by the lender and with respect to which Rating Agency Confirmation has been received. Upon the occurrence of an event of default that is continuing, a material default relating to any of the Cole Portfolio Properties by the property manager or the filing of a bankruptcy petition or a similar event with respect to the property manager, the lender may require the borrowers to replace the property manager with respect to the applicable Cole Portfolio Properties or the lender may request that the existing property manager enter into a new management agreement that relates to the applicable Cole Portfolio Properties.

Hyperamortization Summary. The Cole Portfolio loan is structured with an anticipated repayment date of May 6, 2021 and a final maturity date of May 6, 2041. In the event that the Cole Portfolio Loan is not paid off on or before the anticipated repayment date, the interest rate will automatically increase to the greater of (i) the initial interest rate plus 300 basis points and (ii) the swap rate as of the anticipated repayment date plus 300 basis points (the “Adjusted Interest Rate”); but in no event may the Adjusted Interest Rate exceed the initial interest rate plus 500 basis points. After the anticipated repayment date, interest will be due and payable at the initial interest rate and additional interest attributable to the Adjusted Interest Rate will be deferred and added to the outstanding principal balance as of each due date. Additionally, after the Anticipated Repayment Date, all excess cash will be used to hyperamortize the Cole Portfolio Loan. If the borrowers do not repay the Cole Portfolio Loan in full on the anticipated repayment date, the estimated balance of the Cole Portfolio Loan upon the final maturity date would be approximately $18,398,243 with an interest rate of 5.9230%, 20-year loan term and 20-year

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COLE PORTFOLIO

amortization term, assuming the Adjusted Interest Rate is the initial interest rate plus 300 basis points (8.9230%) and no excess cash flow is used to paydown the outstanding principal balance. The final maturity loan-to-value ratio based on the estimated final maturity balance of $18,398,243 and the appraised value of $86,675,000 is 21.2%.

Release of Collateral. Provided no event of default is then continuing under the Cole Portfolio Loan, at any time on or after the first due date following the second anniversary of the securitization closing date, the borrowers may obtain the release of one or more of the Cole Portfolio Properties from the liens of the loan documents, subject to the satisfaction of certain conditions, including among others: (i) delivery of defeasance collateral sufficient to defease an amount equal to (a) 120% of the allocated loan amount for each Cole Portfolio Property being released in the case of each CVS property, the Volusia Square property, and the Shoppes at Port Arthur property and (b) 115% of the allocated loan amount for each Cole Portfolio Property being released in the case of each other Cole Portfolio Property, (ii) after giving effect to the release, the debt service coverage ratio (as calculated under the loan agreement) for the remaining Cole Portfolio Properties for the twelve-month period preceding the end of the most recent fiscal quarter is equal to or greater than the greater of (a) 2.37x and (b) the debt service coverage ratio immediately prior to the release and (iii) delivery of Rating Agency Confirmation.

n	Mezzanine or Subordinate Indebtedness. Not permitted.

Terrorism Insurance. So long as TRIPRA or a similar or subsequent statute is in effect, the borrowers are required to maintain terrorism insurance for certified and non-certified acts (as those terms are defined in TRIPRA or such similar or subsequent statute) in an amount equal to the full replacement cost of the Cole Portfolio Properties, plus twelve months of business interruption coverage. If TRIPRA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the borrowers are required to carry terrorism insurance throughout the term of the Cole Portfolio Loan as required by the preceding sentence, but in that event the borrowers will not be required to spend more than two times the amount of the insurance premium that is payable at that time in respect of the casualty and business interruption/rental loss insurance required under the loan documents (not including the terrorism components of that insurance), and if the cost of terrorism insurance exceeds that amount, the borrowers are required to purchase the maximum amount of terrorism insurance available with funds equal to that amount. The terrorism insurance is required to contain a deductible that is acceptable to the lender and is no larger than $50,000. The required terrorism insurance may be included in a blanket policy, provided that the borrowers provide evidence satisfactory to the lender that the insurance premiums for the Cole Portfolio Properties are separately allocated under the blanket policy and that certain other requirements are satisfied. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.

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ASHLAND TOWN CENTER

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ASHLAND TOWN CENTER

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ASHLAND TOWN CENTER

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Originator		GSCMC
Location (City/State)	Ashland, Kentucky	Cut-off Date Principal Balance		$41,931,395
Property Type	Retail	Cut-off Date Principal Balance per SF		$96.59
Size (SF)	434,131	Percentage of Initial Pool Balance		2.4%
Total Occupancy as of 6/30/2011	93.1%	Number of Related Mortgage Loans		None
Owned Occupancy as of 6/30/2011	93.1%	Type of Security		Fee Simple
Year Built / Latest Renovation	1989, 1998 / 2008	Mortgage Rate		4.9000%
Appraised Value	$66,000,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		360
Underwritten Revenues	$7,732,541
Underwritten Expenses	$2,687,934	Escrows
Underwritten Net Operating Income (NOI)	$5,044,608		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$4,709,573	Taxes	$324,305	$36,929
Cut-off Date LTV Ratio	63.5%	Insurance	$0	$0
LTV Ratio at Maturity(1)	49.3%	Replacement Reserves	$0	$7,959
DSCR Based on Underwritten NOI / NCF	1.88x / 1.76x	TI/LC(2)	$0	$20,833
Debt Yield Based on Underwritten NOI / NCF	12.0% / 11.2%	Other(3)	$125,895	$0

Sources and Uses
Sources	$	%	Uses	$	%
Loan Amount	$42,075,000	100.0%	Loan Payoff	$22,765,450	54.1%
			Sponsor Equity Distribution	18,321,646	43.5
			Closing Costs	537,704	1.3
			Reserves	450,200	1.1
Total Sources	$42,075,000	100.0%	Total Uses	$42,075,000	100.0%

(1)

The LTV Ratio at Maturity is calculated utilizing the “as stabilized” appraised value of $70,000,000. The LTV Ratio at Maturity, calculated on the basis of the “as-is” appraised value is 52.3%. See “—Appraisal” below.

(2)

TI/LC reserves are capped at $750,000.

(3)

Other upfront reserves represent an unfunded obligation reserve ($85,895) and an environmental reserve ($40,000). See “—Escrows” below.

The Mortgage Loan. The mortgage loan (the “Ashland Town Center Loan”) is evidenced by a note in the original principal amount of $42,075,000 and is secured by a first mortgage encumbering a regional mall located in Ashland, Kentucky (the “Ashland Town Center Property”). The Ashland Town Center Loan was originated by Goldman Sachs Commercial Mortgage Capital, L.P., and was subsequently purchased by Goldman Sachs Mortgage Company. The Ashland Town Center Loan was originated on June 21, 2011 and represents approximately 2.4% of the Initial Pool Balance. The note evidencing the Ashland Town Center Loan had an outstanding principal balance as of the Cut-off Date of $41,931,395 and has an interest rate of 4.9000% per annum. The proceeds of the Ashland Town Center Loan were used to refinance existing debt on the Ashland Town Center Property and provide a partial return of equity to borrower.

The Ashland Town Center Loan had an initial term of 120 months and has a remaining term of 117 months. The Ashland Town Center Loan requires payments of interest and principal during the term of the Ashland Town Center Loan based on a 30-year schedule. The scheduled maturity date is the due date in July 2021. Voluntary prepayment of the Ashland Town Center Loan is prohibited prior to March 6, 2021. Defeasance with direct, non-callable obligations that are either the direct obligations of, or are fully guaranteed by the full faith and credit of, the United States of America is permitted at any time on or after the first due date following the second anniversary of the securitization closing date.

The Mortgaged Property. The Ashland Town Center Property is a regional mall consisting of approximately 434,131 SF, on 40.97 acres of land located in Ashland, Kentucky. The mall is anchored by JC Penney, Belk Women’s and Kid’s, Belk Men’s and Home Store and T.J. Maxx. As of June 30, 2011 Total Occupancy and Owned Occupancy were both 93.1%.

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ASHLAND TOWN CENTER

The following table presents certain information relating to the anchor tenants (of which, certain tenants may have co-tenancy provisions) at the Ashland Town Center Property:

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA		% of Total GLA		Mortgage Loan Collateral Interest	Total Rent		Total Rent $ per SF		Owned Anchor Tenant Lease Expiration	Tenant Sales $ per SF/Screen(2)		Occupancy Cost
Anchors
JC Penney(3)	BBB- / NR / BB+		103,390		23.8%	Yes		$310,500		$3.00	7/31/2028		$221		1.4%
Belk Women’s and Kid’s	NR / NR / NR		65,000		15.0	Yes		$286,812		$4.41	1/31/2015		$163		2.7%
Belk Men’s and Home Store	NR / NR / NR		30,350		7.0	Yes		$253,222		$8.34	1/31/2025		$98		8.5%
Total Anchors			198,740		45.8%

Jr. Anchors
Cinemark(4)	NR / NR / BB-		28,656		6.6%	Yes		$408,424		$14.25	4/30/2015		$238,401		17.1%
T.J. Maxx(5)	NR / A3 / A		27,900		6.4	Yes		$284,370		$10.19	5/31/2020	NA		NA
Hibbett Sports	NR / NR / NR		10,147		2.3	Yes		$191,031		$18.83	1/31/2017		$179		10.5%
Total Jr. Anchors			66,703		15.4%

Mall Shop/In-line(6)			137,613		31.7%	Yes		$5,099,865		$37.06
Kiosk/Other			1,281		0.3%	Yes		$408,712		$319.06
Vacant(7)			29,794		6.9%	Yes		$0		$0.00
Total Owned SF			434,131		100.0%
Total SF			434,131		100.0%

(1)

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

(2)

Tenant sales psf/screen are based on sales information provided by borrower as of the following dates: Anchors as of year-end 12/31/2010 and all other tenants as of 6/30/2011.

(3)

JC Penney (103,390 SF) is subject to a ground lease where only the fee interest in the land is owned by the borrower and serves as collateral for the loan.

(4)

Cinemark has the right to terminate if, after 5/1/2012, gross sales are less than $1,500,000 for any lease year.

(5)

T.J. Maxx has the right to terminate if, after the 5th anniversary of the lease commencement date (5/23/2010), gross sales are less than $5,000,000 for the 12 month period preceding the 5th anniversary of the lease commencement date.

(6)

Sbarro (770 SF; representing 1.1% of total underwritten rent and 0.2% of total GLA) filed for bankruptcy on April 4, 2011. As of the Cut-off Date, Sbarro continues to operate and pay rent and has not indicated that the store will close. See “Risk Factors–Performance of the Certificates Will Be Highly Dependent on the Performance of Tenants and Tenant Leases–Tenant Bankruptcy Could Result in a Rejection of the Related Lease” in the Prospectus Supplement.

(7)

2,809 SF of the total vacant space is attributable to the space occupied by Waldenbooks (a subsidiary of Borders Group Inc.) which expects to vacate its space in December 2011 due to Borders Group Inc.’s Chapter 11 bankruptcy filing. We cannot assure you that the space subject to any of the Borders Group Inc. leases will be re-let in a timely manner or at all. See “Risk Factors–Performance of the Certificates Will Be Highly Dependent on the Performance of Tenants and Tenant Leases–Tenant Bankruptcy Could Result in a Rejection of the Related Lease” in the Prospectus Supplement.

The following table presents certain information relating to the major tenants (of which, certain tenants may have co-tenancy provisions) at the Ashland Town Center Property:

Ten Largest Owned Tenants Based On Underwritten Base Rent(1)

Tenant Name	Credit Rating (Fitch/MIS/S&P)(2)	Tenant GLA	% of GLA	UW Base Rent	% of Total UW Base Rent	UW Base Rent $ per SF	Lease Expiration	Tenant Sales $ per SF/Screen(3)	Occupancy Cost(3)
Cinemark(4)	NR / NR / BB-	28,656	6.6%	$351,000	7.0%	$12.25	4/30/2015	$238,401	17.1%
Belk Women’s and Kid’s	NR / NR / NR	65,000	15.0	227,500	4.5	3.50	1/31/2015	$163	2.7%
JC Penney(5)	BBB- / NR / BB+	103,390	23.8	210,000	4.2	2.03	7/31/2028	$221	1.4%
T.J. Maxx(6)	NR / A3 / A	27,900	6.4	195,300	3.9	7.00	5/31/2020	NA	NA
Belk Men’s and Home Store	NR / NR / NR	30,350	7.0	182,100	3.6	6.00	1/31/2025	$98	8.5%
American Eagle Outfitters(7)	NR / NR / NR	6,186	1.4	179,394	3.6	29.00	1/31/2019	$497	9.0%
Kay Jewelers	NR / NR / NR	1,003	0.2	169,998	3.4	169.49	1/31/2014	$2,966	6.5%
Finish Line	NR / NR / NR	5,484	1.3	145,052	2.9	26.45	2/28/2014	$468	8.8%
Hibbett Sports	NR / NR / NR	10,147	2.3	131,911	2.6	13.00	1/31/2017	$179	10.5%
Vision Works	NR / NR / NR	5,108	1.2	121,009	2.4	23.69	6/30/2020	$314	12.5%
Ten Largest Owned Tenants		283,224	65.2%	$1,913,264	38.1%	$6.76
Remaining Owned Tenants		121,113	27.9	3,110,687	61.9	25.68
Vacant(8)		29,794	6.9	0	0.0	0.00
Total / Wtd. Avg. All Owned Tenants		434,131	100.0%	$5,023,951	100.0%	$12.43

(1)

Calculated based on approximate square footage occupied by each Owned Tenant.

(2)

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

(3)

Tenant sales psf/screen are based on sales information provided by borrower as of the following dates: Anchors as of year-end 12/31/2010 and all other tenants as of 6/30/2011.

(4)

Cinemark has the right to terminate if, after 5/1/2012, gross sales are less than $1,500,000 for any lease year.

(5)

JC Penney (103,390 SF) is subject to a ground lease where only the fee interest in the land is owned by the borrower and serves as collateral for the loan.

(6)

(7)

American Eagle Outfitters has the right to terminate if gross sales do not exceed $2,000,000 in the 5th lease year. Lease commencement date was 10/10/2008.

(8)

B-87

ASHLAND TOWN CENTER

The following table presents the lease rollover schedule at the Ashland Town Center Property, based on initial lease expiration dates:

Lease Expiration Schedule(1)(2)

Year Ending December 31,	Expiring Owned GLA(3)		% of Owned GLA			Cumulative % of Owned GLA			UW Base Rent		% of Total UW Base Rent			UW Base Rent $ per SF		# of Expiring Tenants
MTM		18,518		4.3	%		4.3	%		$462,670		9.2	%		$24.98		6
2011		1,012		0.2			4.5	%		125,840		2.5			124.35		3
2012		32,399		7.5			12.0	%		673,261		13.4			20.78		17
2013		7,689		1.8			13.7	%		237,763		4.7			30.92		5
2014		7,729		1.8			15.5	%		518,051		10.3			67.03		5
2015		108,486		25.0			40.5	%		874,556		17.4			8.06		6
2016		5,564		1.3			41.8	%		192,700		3.8			34.63		3
2017		19,439		4.5			46.3	%		350,831		7.0			18.05		4
2018		2,757		0.6			46.9	%		180,398		3.6			65.43		3
2019		9,434		2.2			49.1	%		279,869		5.6			29.67		3
2020		46,948		10.8			59.9	%		515,311		10.3			10.98		6
2021		7,268		1.7			61.6	%		126,688		2.5			17.43		2
2022 & Thereafter		137,094		31.6			93.1	%		486,012		9.7			3.55		3
Vacant		29,794		6.9			100.0	%		0		0.0			0.00		0
Total / Wtd. Avg.		434,131		100.0	%					$5,023,951		100.0	%		$12.43		66

(1)

Calculated based on approximate square footage occupied by each Owned Tenant.

(2)

Borrower owned collateral space only.

(3)

JC Penney (103,390 SF) is subject to a ground lease where only the fee interest in the land is owned by the borrower and serves as collateral for the Ashland Town Center Loan.

The following table presents certain information relating to historical leasing at the Ashland Town Center Property:

Historical Leased %(1)(2)

		2008		2009		2010
Owned Space		95.5%		88.2%		94.4%

(1)

As provided by the borrower which reflects average occupancy for the year.

(2)

Occupancy includes anchor, inline, theater, specialty tenants that are open, and tenants that are closed but still paying rent.

n	Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical performance and the Underwritten Net Cash Flow at the Ashland Town Center Property:

Cash Flow Analysis(1)

	2009			2010			TTM (6/30/2011)			Underwritten(2)(3)			Underwritten $ per SF
Base Rent(4)		$4,103,160			$4,487,123			$4,720,139			$5,023,951			$11.57
Overage Rent		217,086			169,590			258,973			269,052			0.62
Kiosk/Temporary/Specialty(5)		344,730			438,093			485,596			282,825			0.65
Gross Up Vacancy		0			0			0			630,100			1.45
Total Rent		$4,664,976			$5,094,806			$5,464,708			$6,205,928			$14.30
Total Reimbursables		1,986,828			1,870,637			1,997,811			1,965,931			4.53
Other Rental Revenue(6)		59,142			61,872			66,145			57,090			0.13
Other Income(7)		135,041			116,210			131,777			133,693			0.31
Less Vacancy & Credit Loss		(107,305	)		(36,112	)		(5,915	)		(630,100	)		(1.45	)
Effective Gross Income		$6,738,681			$7,107,413			$7,654,525			$7,732,541			$17.81

Total Operating Expenses		$2,226,522			$2,317,935			$2,325,489			$2,687,934			$6.19

Net Operating Income		$4,512,160			$4,789,478			$5,329,036			$5,044,608			$11.62
TI/LC		0			0			0			239,526			0.55
Capital Expenditures		0			0			0			95,509			0.22
Net Cash Flow		$4,512,160			$4,789,478			$5,329,036			$4,709,573			$10.85

(1)

Certain items such as termination income, interest expense, interest income, depreciation, amortization, debt service payments, any above market management fees and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2)

Includes one tenant, Sbarro (770 SF; representing 1.1% of total underwritten rent and 0.2% of total GLA) that filed for bankruptcy on April 4, 2011. As of the Cut-off Date, Sbarro continues to operate and pay rent and has not indicated that the store will close. See “Risk Factors– Performance of the Certificates Will Be Highly Dependent on the Performance of Tenants and Tenant Leases–Tenant Bankruptcy Could Result in a Rejection of the Related Lease"" in the Prospectus Supplement.

(3)

Underwritten cash flow based on the 6/30/2011 rent roll with rent steps through 12/31/2011.

(4)

Underwritten base rent includes one tenant, Payless ShoeSource comprising 2,721 SF that paid rent based on a percentage of sales in lieu of base rent totaling $52,957.

(5)

Historical Kiosk/Temporary/Specialty income includes long-term specialty leasing tenants through 2010 and TTM 6/30/2011. For Underwritten purposes long-term specialty leasing tenants are included in base rent.

(6)

Other Rental Revenue includes other monthly tenant income.

(7)

Other Income includes marketing income from events, holiday events (i.e. Santa/Easter bunny photos, train), sponsorship income, gift card income, pay phone, stroller income, compactor pad rental fees, and other miscellaneous fees.

B-88

ASHLAND TOWN CENTER

Appraisal. According to the appraisal, the Ashland Town Center Property had an “as-is” appraised value of $66,000,000 as of an effective date of April 6, 2011. The appraiser also indicated an “as stabilized” appraised value of $70,000,000 as of an effective date of May 1, 2012 which assumes the lease up of vacant junior anchor space.

Environmental Matters. The Phase I report dated April 12, 2011 recommended a Phase II Environmental Assessment to evaluate areas of the site for diesel range contamination. The Phase II concluded that soil and groundwater in one boring were impacted above Kentucky cleanup standards for storage tanks and surface releases. Based on discussion with the Kentucky Superfund program, since this contamination is related to historic use, it is not specifically required to be reported. However, it is recommended that regulatory closure for the contamination be obtained through a managed closure, which would entail applying an environmental covenant to the property to restrict potential exposure to the contamination. The environmental consultant estimates costs associated with the required delineation of the contamination and pursuit of the managed site closure including deed restriction would be in the range of $30,000-$40,000 and could be completed within one year. At origination, the borrower deposited $40,000 into a reserve account to cover additional testing to determine the size of the contaminated area, and then apply a deed restriction to the land allowing the current continued use. In the event of future construction or excavation, then the deed restriction will require remediation of the contamination. The borrower will have up to 1 year to complete the additional testing and apply the deed restriction. If the borrower is diligently pursuing resolution upon the completion of 1 year, then the borrower will be granted additional time so long as it provides notice, prior to the expiration of the 1 year period, and reasonably satisfactory evidence of its continued diligent efforts every 6 months until completed.

Market Overview and Competition. The Ashland Town Center Property is located along the west side of Winchester Avenue (US Route 23), the main connection between Ashland and Pikeville, Kentucky. Interstate 64, the main arterial through the region running west to Lexington and Louisville, intersects with US Route 23 approximately 8 miles south of the Ashland Town Center Property. As of 2010, the population within a 20-mile radius of the Ashland Town Center Property was 253,998 with an average household income of $48,745.

The Ashland Town Center Property is a regional mall with a national and regional tenant mix. The closest regional malls with a comparable tenant mix include Huntington Mall (21.5 miles east), Charleston Town Center in Charleston, West Virginia (approximately 65 miles east) and Grand Central Mall in Vienna, West Virginia (approximately 113 miles northeast) which is also owned and operated by Glimcher Properties Limited Partnership, which is an affiliate of the borrower.

The following table presents certain information relating to the primary competition for the Ashland Town Center Property:

Competitive Set

	Ashland Town Center	Kyova Mall(1)	Huntington Mall(1)	Pullman Square(1)
Distance from Subject	NAP	6.5 miles South	21.5 miles East	12 miles East
Property Type	Regional Mall	Regional Center	Super-Regional Center/Mall	Lifestyle Retail
Year Built / Renovated	1989, 1998 / 2008	1989 / 2005	1981 / 2001	2004
Total GLA	434,131	448,515	1,228,962	170,300
Total Occupancy	93.1%	30.0%	99.0%	94.0%
Anchors	JC Penney Belk Women’s and Kid’s Belk Men’s and Home Store T.J. Maxx	Elder-Beerman, Sears, Phoenix Theaters	Elder-Beerman, Sears, Macy’s, JC Penney, Dick’s Sporting Goods, Borders, Old Navy, Cinemark	Marquee Cinema

(1)

Source: Appraisal.

B-89

ASHLAND TOWN CENTER

The Borrower. The borrower is ATC Glimcher, LLC, a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Ashland Town Center Loan. The borrower is owned by Glimcher Properties Limited Partnership who is the non-recourse carveout guarantor under the Ashland Town Center Loan.

Escrows. At origination, the borrower funded an escrow reserve in the amount of $324,305 in respect of certain tax expenses. On each due date, the borrower is required to fund a tax and insurance reserve in an amount equal to one-twelfth of the amount the lender estimates will be necessary to pay tax and insurance premiums over the then succeeding twelve month period, unless, in the case of the insurance premiums, the borrower provides evidence that the required insurance is being provided under a blanket policy and premiums for the policy year have been paid in full in advance. In addition, at origination, the borrower deposited $85,895 into a reserve account to cover certain unfunded obligations of the borrower in respect of certain tenant improvements. Further, at origination, the borrower deposited $40,000 into a reserve account to cover certain environmental remediation costs discussed under “—Environmental Matters” above.

In addition, on each due date, the borrower is required to fund (i) a tenant improvements and leasing commissions reserve in the monthly amount of $20,833, subject to a maximum total escrowed amount of $750,000 and (ii) a capital expenditure reserve in the monthly amount of $7,959. Further, the borrower is required to deposit any termination fee it receives in connection with the termination of a lease covering at least 2,500 gross leasable area into the tenant improvement and leasing commissions reserve. In addition, on each due date during the continuance of a Belks Trigger Period, the borrower will be required to fund a reserve in the monthly amount of $62,500, subject to a maximum total escrowed amount of $750,000.

Furthermore, during the continuance of an Ashland Town Center Trigger Period, the loan documents require that all amounts on deposit in the cash management account, after the payment of debt service and budgeted operating expenses and the funding of required monthly escrows for real estate taxes, insurance, capital expenditures and tenant improvements and leasing commissions, be reserved and held as additional collateral for the Ashland Town Center Loan.

An “Ashland Town Center Trigger Period” means (i) any period commencing as of the end of any fiscal quarter in which the net operating income (as calculated under the loan agreement) of the Ashland Town Center Property for the prior twelve-month period is less than $4,267,456.45 and terminating as of the end of any two consecutive fiscal quarters in which the net operating income of the Ashland Town Center Property for the prior twelve-month period is equal to or greater than $4,267,456.45 or (ii) any period commencing when the borrower fails to deliver certain financial reports to the lender as required under the loan agreement and terminating when such reports are so delivered.

A “Belks Trigger Period” means any period from the date the Belk Women’s and Kid’s tenant gives notice of its intent to vacate its leased premises or otherwise goes dark and borrower fails to deposit $750,000 in cash or letter of credit into a reserve account and terminating as of the date that the entirety of the leased premises that was vacated is subject to one or more bona fide leases on substantially similar terms as the Belk Women’s and Kid’s lease (unless otherwise approved by the lender) and the replacement tenant has paid monthly rental payments for a minimum of two consecutive calendar months.

Lockbox and Cash Management. The Ashland Town Center Loan requires a hard lockbox, which is already in place. The loan documents require the borrower to direct the tenants to pay their rents directly to a lender-controlled cash management account or a blocked account. The loan documents also require that the borrower cause all cash revenues relating to the Ashland Town Center Property and all other money received by the borrower or the property manager with respect to the Ashland Town Center Property to be deposited into the cash management account or blocked account by the end of the first business day following receipt. All amounts in any blocked account are swept to the lender-controlled cash management account on each business day. On each business day that no event of default under the Ashland Town Center Loan is continuing and no Ashland Town Center Trigger Period is continuing, all funds in the cash management accounts in excess of the amount required to pay debt service and fund required reserves on the next due date will be remitted to an account designated by the borrower. During the continuance of an event of default under the Ashland Town Center Loan, the lender may apply any funds in the cash management account to amounts payable under the Ashland Town

B-90

ASHLAND TOWN CENTER

Center Loan and/or toward the payment of expenses of Ashland Town Center Property, in such order of priority as the lender may determine.

Property Management. The Ashland Town Center Property is currently managed by Glimcher Properties Limited Partnership, as manager, and Glimcher Development Corporation, as services provider, each of which are affiliates of the borrower, pursuant to a management agreement. Under the loan documents, the Ashland Town Center Property may not be managed by any other party, other than a management company approved by the lender and with respect to which Rating Agency Confirmation has been received. The lender may require the borrower to replace the property manager if there is a material default by the property manager under the management agreement after the expiration of any applicable cure period, if an event of default under the Ashland Town Center Loan has occurred and is continuing or upon the filing of a bankruptcy petition or the occurrence of a similar event with respect to the property manager.

n	Mezzanine or Subordinate Indebtedness. Not permitted.

Terrorism Insurance. So long as TRIPRA or a similar or subsequent statute is in effect, the borrower is required to maintain terrorism insurance for foreign and domestic acts (as those terms are defined in TRIPRA or similar or subsequent statute) in an amount equal to the full replacement cost of the Ashland Town Center Property, plus twelve months of business interruption coverage. If TRIPRA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the borrower is required to carry terrorism insurance throughout the term of the Ashland Town Center Loan as required by the preceding sentence, but in that event the borrower will not be required to spend more than two times the amount of the insurance premium that is payable at that time in respect of the property and business interruption/rental loss insurance required under the loan documents (not including the terrorism and earthquake components of that insurance), and if the cost of terrorism insurance exceeds that amount, the borrower is required to purchase the maximum amount of terrorism insurance available with funds equal to that amount. The terrorism insurance is required to contain a deductible that is approved by the lender and is no larger than $100,000. The required terrorism insurance may be included in a blanket policy, provided that the borrower provides evidence satisfactory to the lender that the insurance premiums for the Ashland Town Center Property are separately allocated under the blanket policy and that certain other requirements are satisfied. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.

B-91

APPLETREE BUSINESS PARK

B-92

APPLETREE BUSINESS PARK

B-93

APPLETREE BUSINESS PARK

Mortgaged Property Information			Mortgage Loan Information
	Number of Mortgaged Properties	1		Originator		GSCMC
	Location (City/State)	Cheektowaga, New York		Cut-off Date Principal Balance		$37,890,537
	Property Type	Office		Cut-off Date Principal Balance per SF		$88.84
	Size (SF)	426,526		Percentage of Initial Pool Balance		2.2%
	Total Occupancy as of 6/30/2011	97.4%		Number of Related Mortgage Loans		None
	Owned Occupancy as of 6/30/2011	97.4%		Type of Security		Fee Simple
	Year Built / Latest Renovation	1972 / 1991		Mortgage Rate		5.6660%
	Appraised Value	$58,300,000		Original Term to Maturity (Months)		120
				Original Amortization Term (Months)		360
	Underwritten Revenues	$7,291,471
	Underwritten Expenses	$2,632,122		Escrows
	Underwritten Net Operating Income (NOI)	$4,659,349			Upfront	Monthly
	Underwritten Net Cash Flow (NCF)	$3,961,948		Taxes	$271,554	$45,259
	Cut-off Date LTV Ratio	65.0%		Insurance	$0	$0
	LTV Ratio at Maturity	54.7%		Replacement Reserves	$0	$13,967
	DSCR Based on Underwritten NOI / NCF	1.77x / 1.50x		TI/LC(1)	$1,500,000	$0
	Debt Yield Based on Underwritten NOI / NCF	12.3% / 10.5%		Other(2)	$1,342,730	$0

Sources and Uses
	Sources	$	%	Uses	$	%
	Loan Amount	$38,000,000	100.0%	Loan Payoff	$32,048,587	84.3%
				Reserves	3,114,284	8.2
				Sponsor Equity Distribution	2,145,117	5.6
				Closing Costs	692,012	1.8
	Total Sources	$38,000,000	100.0%	Total Uses	$38,000,000	100.0%

(1)

TI/LC account has a cap of $1,500,000.

(2)

The other upfront reserve represents the IRS holdover lease reserve ($750,000), a lease renewal reserve for a portion of the Catholic Health Care System space ($500,000) and a deferred maintenance reserve ($92,730). The deferred maintenance reserve was released on July 25, 2011 once the borrower completed all required repairs. See “-Escrows” below.

The Mortgage Loan. The mortgage loan (the “AppleTree Business Park Loan”) is evidenced by a note in the original principal amount of $38,000,000 and is secured by a first mortgage encumbering an office building located in Cheektowaga, New York (the “AppleTree Business Park Property”). The AppleTree Business Park Loan was originated by Goldman Sachs Commercial Mortgage Capital, L.P. and subsequently purchased by Goldman Sachs Mortgage Company. The AppleTree Business Park Loan was originated on June 29, 2011 and represents approximately 2.2% of the Initial Pool Balance. The note evidencing the AppleTree Business Park Loan had an outstanding principal balance as of the Cut-off Date of $37,890,537 and an interest rate of 5.6660% per annum. The proceeds of the AppleTree Business Park Loan were used to refinance existing debt on the AppleTree Business Park Property.

The AppleTree Business Park Loan had an initial term of 120 months and has a remaining term of 117 months. The AppleTree Business Park Loan requires payments of principal and interest based on a 30-year amortization schedule. The scheduled maturity date is the due date in July 2021. The borrower has the option to extend the scheduled maturity date for one year subject to certain conditions described under “—Hyperamortization Summary” below.

Voluntary prepayment of the AppleTree Business Park Loan is prohibited prior to January 6, 2021. Defeasance with direct, non-callable AAA-rated obligations that are either the direct obligations of, or are fully guaranteed by the full faith and credit of, the United States of America is permitted at any time on or after the first due date following the second anniversary of the securitization closing date.

The Mortgaged Property. The AppleTree Business Park Property is a 426,526 SF office building comprised of 1 and 2-story sections with surface parking providing 3,500 parking spaces. The AppleTree Business Park Property is located 5 miles east of the Buffalo central business district. The AppleTree Business Park Property was built in 1972 as a regional shopping mall and was converted to office use in 1991. The AppleTree Business Park Property is occupied by IRS (GSA), Time Warner, Catholic Health Care System, Empire State College, AT&T, Hospice and Veteran’s Hospital (GSA). As of June 30, 2011, the Total Occupancy and Owned Occupancy were both 97.4%.

B-94

APPLETREE BUSINESS PARK

The following table presents certain information relating to the tenants at the AppleTree Business Park Property:

Ten Largest Tenants Based on Underwritten Base Rent

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA		% of GLA			UW Base Rent		% of Total UW Base Rent			UW Base Rent $ per SF		Lease Expiration
IRS (GSA)	AAA / Aaa / AA+		90,088		21.1	%		$2,313,460		33.1	%		$25.68	12/26/2015
Time Warner	BBB / Baa2 / BBB		55,606		13.0			826,753		11.8			14.87		(2	)
Catholic Health Care System(3)	NR / NR / NR		67,446		15.8			795,163		11.4			11.79		(4	)
IRS Pad (GSA)	AAA / Aaa / AA+		32,341		7.6			751,605		10.7			23.24		(5	)
Empire State College	NR / NR / NR		21,384		5.0			358,182		5.1			16.75	10/31/2016
AT&T(6)	A / A2 / A-		21,481		5.0			267,660		3.8			12.46	10/31/2015
Hospice(7)	NR / NR / NR		15,921		3.7			237,223		3.4			14.90	7/31/2021
Veteran’s Hospital (GSA)	AAA / Aaa / AA+		8,835		2.1			207,623		3.0			23.50	8/31/2013
YRC Enterprise(8)	NR / Ca / CCC		17,727		4.2			194,997		2.8			11.00	1/31/2016
Special Funds Conservation Committee	NR / NR / NR		12,600		3.0			192,150		2.7			15.25	12/31/2019
Ten Largest Tenants			343,429		80.5	%		$6,144,815		87.9	%		$17.89
Remaining Tenants			71,851		16.8			847,416		12.1			11.79
Vacant			11,246		2.6			0		0.0			0.00
Total / Wtd. Avg. All Owned Tenants			426,526		100.0	%		$6,992,231		100.0	%		$16.84

(1)

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

(2)

Time Warner has 53,206 SF (base rent of $14.90 psf) expiring on 9/30/2013 and 2,400 SF (base rent of $14.16 psf) expiring on 6/30/2015.

(3)

One-time early termination clause in 2012.

(4)

Catholic Health Care System has 33,959 SF (base rent of $10.86 psf) which is MTM and 33,487 SF (base rent of $12.73 psf) expiring on 12/31/2013.

(5)

IRS Pad (GSA) is paying rent on a month-to-month basis. A new lease is currently out for signature. We cannot assure you that the lease renewal will be executed.

(6)

AT&T SF includes 1 SF attributable to an antenna which accounts for $9,900 in base rent with an expiration on 12/31/2015.

(7)

Hospice may terminate with 180 days notice anytime during the 60th through 72nd month of the lease term which commenced on 6/1/2011.

(8)

YRC Enterprise may terminate lease with 4 months prior written notice.

The following table presents the lease rollover schedule at the AppleTree Business Park Property, based on initial lease expiration dates:

Lease Expiration Schedule(1)

Year Ending December 31,	Expiring Owned GLA		% of Owned GLA			Cumulative % of Owned GLA			UW Base Rent		% of Total UW Base Rent			UW Base Rent $ per SF		# of Expiring Tenants
MTM		67,235		15.8	%		15.8	%		$1,135,251		16.2	%		$16.88		5
2011		0		0.0			15.8	%		0		0.0			0.00		0
2012		13,241		3.1			18.9	%		189,718		2.7			14.33		4
2013		104,215		24.4			43.3	%		1,500,746		21.5			14.40		5
2014		0		0.0			43.3	%		0		0.0			0.00		0
2015		127,055		29.8			73.1	%		2,756,051		39.4			21.69		7
2016		57,729		13.5			86.6	%		811,767		11.6			14.06		5
2017		0		0.0			86.6	%		0		0.0			0.00		0
2018		7,510		1.8			88.4	%		75,000		1.1			9.99		1
2019		12,600		3.0			91.3	%		192,150		2.7			15.25		1
2020		0		0.0			91.3	%		0		0.0			0.00		0
2021		24,496		5.7			97.1	%		331,548		4.7			13.53		2
2022 & Thereafter		1,199		0.3			97.4	%		0		0.0			0.00		1
Vacant		11,246		2.6			100.0	%		0		0.0			0.00		0
Total / Wtd. Avg.		426,526		100.0	%					$6,992,231		100.0	%		$16.84		31

(1)

Calculated based on approximate square footage occupied by each Owned Tenant.

The following table presents certain information relating to historical leasing at the AppleTree Business Park Property:

Historical Leased %(1)

		2008		2009		2010
Owned Space		87.7%		97.5%		92.2%

(1)

As provided by the borrower which reflects average occupancy for the year.

B-95

APPLETREE BUSINESS PARK

The following table presents certain information relating to recent leasing activity at the AppleTree Business Park Property:

Recent Leasing Activity(1)

Tenant	SF		Lease Begin	Lease Term (yrs.)		Actual Rent ($ psf)	Tenant Improvements ($ psf)
Hospice		15,921	June 2011		10	$14.90	$25.00
Renal Care		8,575	June 2011		10	$11.00	$0.00
Consumer Contact		6,600	December 2010		6	$18.65	$0.00
Time Warner (Pad Site)		2,400	May 2010		5	$13.96	$83.23

(1)

Source: Appraisal.

n	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 AppleTree Business Park Property:

Cash Flow Analysis(1)

	2009		2010		TTM 6/30/2011		Underwritten(2)			Underwritten $ per SF
Base Rent		$6,190,833		$6,577,037		$6,570,898		$6,992,231			$16.39
Overage Rent		0		0		0		3,534			0.01
Gross Up Vacancy		0		0		0		208,051			0.49
Total Rent		$6,190,833		$6,577,037		$6,570,898		$7,203,816			$16.89
Total Reimbursables		808,578		812,618		871,641		823,053			1.93
Parking Income		0		0		0		0			0.00
Other Income		0		0		0		0			0.00
Less Vacancy & Credit Loss		0		0		0		(735,398	)		(1.72	)
Effective Gross Income		$6,999,411		$7,389,655		$7,442,539		$7,291,471			$17.10

Total Operating Expenses		$2,358,171		$2,511,112		$2,599,422		$2,632,122			$6.17

Net Operating Income		$4,641,240		$4,878,543		$4,843,117		$4,659,349			$10.92
TI/LC		0		0		0		529,794			1.24
Capital Expenditures		0		0		0		167,607			0.39
Net Cash Flow		$4,641,240		$4,878,543		$4,843,117		$3,961,948			$9.29

(1)

(2)

Underwritten cash flow is based on the 6/30/2011 rent roll with rent steps through 12/31/2011.

n	Appraisal. According to the appraisal, the AppleTree Business Park Property had an “as-is” appraised value of $58,300,000 as of an effective date of May 3, 2011.

Environmental Matters. The Phase I report, dated April 26, 2011, recommended the development of an asbestos O&M Program to address any potential asbestos and lead-based paint present at the AppleTree Business Park Property and recommended New York State Electric & Gas (“NYSEG”) to conduct the appropriate response actions to remove the impacted concrete pad and any underlying impacted soils due to the identified release of dielectric fluid reported to NYSEG.

Market Overview and Competition. The AppleTree Business Park Property is located in the East Buffalo submarket within the overall Buffalo, New York area. The AppleTree Business Park Property fronts Union Road, which is a main thoroughfare running north and south through Cheektowaga. Freeway access to the AppleTree Business Park Property is provided by the Governor Thomas E. Dewey Thruway (I-90), I-190 and I-290. The AppleTree Business Park Property is located approximately three miles from the Buffalo Niagara International Airport.

B-96

APPLETREE BUSINESS PARK

The following table presents certain information relating to certain office lease comparables provided in the appraisal for the AppleTree Business Park Property:

Office Lease Comparables(1)

	AppleTree Business Park	Avant(2)	2410 North Forest Road(2)	6400 Sheridan Drive(2)	6467 Main Street(2)	Windsong Medical Center(2)
Year Built	1972	1975	2008	2002	1999	1998
Total GLA	426,526	100,945	106,819	154,262	52,382	76,921
Total Occupancy	97%	N/A	N/A	N/A	N/A	N/A
Quoted Rent Rate PSF	$16.84	$19.11-$25.88	$21.00-$22.20	$19.43-23.00	$17.00-$20.00	$22.04-$24.90
Expense Basis	Modified Gross	Modified Gross	NNN	Gross	NNN	Modified Gross

(1)

Certain lease comparables shown in the above table may be renewals.

(2)

Source: Appraisal.

The following table presents certain information relating to certain office sales comparables provided in the appraisal for the AppleTree Business Park Property:

Office Sales Comparables(1)

Property Name	City/State	Sale Date	Year Built	NRA (SF)	Sale Price	Sale Price PSF(2)	Occupancy
AppleTree Business Park	Cheektowaga, NY	NAP	1972	426,526	NAP	NAP	97%
HealthNow Headquarters	Buffalo, NY	December 2010	2007	430,458	$84,500,000	$196.30	100%
Hartford Corporate Plaza	Clinton, NY	December 2010	2008	122,760	$17,600,000	$143.37	100%
King of Prussia Business Center	King of Prussia, PA	December 2010	1974	175,990	$17,375,000	$98.73	73%
Time Warner Cable Division	East Syracuse, NY	October 2010	2000	108,602	$18,050,000	$166.20	100%
90 Air Park Drive	Rochester, NY	October 2010	2002	41,600	$3,775,000	$90.75	100%
Cranberry Woods Office Park	Cranberry, PA	August 2009	2007	452,913	$89,500,000	$197.61	100%

(1)

Source: Appraisal.

(2)

Transaction amount adjusted for cash equivalency and/or deferred maintenance (where applicable).

The Borrower. The borrower is Appletree Realty Holdings, LLC, a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the AppleTree Business Park Loan. AmCap, Incorporated is the non-recourse carveout guarantor under the AppleTree Business Park Loan. Additionally, Jay A. Kaiser is also a guarantor with respect to certain of the non-recourse carveouts.

Escrows. On each due date, the borrower is required to fund a tax and insurance reserve in an amount equal to one-twelfth of the amount the lender estimates will be necessary to pay tax and insurance premiums over the then succeeding twelve month period, other than taxes paid by certain tenants and unless, in the case of the insurance premiums, the borrower provides evidence that the required insurance is being provided under a blanket policy and premiums for the policy year have been paid in full in advance. In addition, at origination, the borrower deposited (i) $1,500,000 into a reserve account in respect of certain tenant improvements and leasing commissions, (ii) $750,000 into a lease renewal reserve account in respect of the smaller lease space occupied by the IRS (GSA), (iii) $500,000 into a lease renewal reserve account in respect of the lease space occupied by Catholic Health Care System and (iv) $92,730 into a reserve account for certain deferred maintenance conditions.

In addition, on each due date, the borrower is required to fund (i) a capital expenditure reserve in the monthly amount of $13,967 and (ii) a tenant improvements and leasing commissions reserve in the monthly amount of (x) $1,500,000 minus the then-existing balance of the reserve, divided by (y) the number of months for which the existing IRS (GSA) lease is renewed or for the term of any new lease entered for the larger lease space occupied by the IRS (GSA), subject to a maximum total escrowed amount of $1,500,000. Further, the borrower is required to deposit any termination fee it receives in connection with the termination of a lease into the tenant improvements and leasing commissions account up to an amount equal to $25.00 psf times the rentable SF subject to the termination. In addition, the borrower is required to establish a reserve account for the deposit of casualty or condemnation loss proceeds.

B-97

APPLETREE BUSINESS PARK

Furthermore, during the continuance of a AppleTree Business Park Trigger Period, the loan documents require that all amounts on deposit in the cash management account, after the payment of debt service and budgeted operating expenses and the funding of required monthly escrows for real estate taxes, insurance, capital expenditures and tenant improvements and leasing commissions, be reserved and held as additional collateral for the AppleTree Business Park Loan.

An “AppleTree Business Park Trigger Period” means (i) any period commencing as of the end of any fiscal quarter in which the debt service coverage ratio (as calculated under the loan agreement) of the AppleTree Business Park Property for the prior twelve-month period is less than 1.20x and terminating as of the end of any two consecutive fiscal quarters in which the debt service coverage ratio (as calculated under the loan agreement) of the AppleTree Business Park Property for the prior twelve-month period is greater than 1.20x or (ii) any period commencing when the borrower fails to deliver certain financial reports to the lender as required under the loan agreement and terminating when such reports are so delivered.

Lockbox and Cash Management. The AppleTree Business Park Loan requires a hard lockbox, which is already in place. The loan documents require the borrower to direct the tenants to pay their rents directly to a lender-controlled cash management account or a blocked account. The loan documents also require that the borrower cause all cash revenues relating to the AppleTree Business Park Property and all other money received by the borrower or the property manager with respect to the AppleTree Business Park Property to be deposited into the cash management account or blocked account by the end of the first business day following receipt. All amounts in any blocked account are swept to the lender-controlled cash management account on each business day. On each business day that no event of default under the AppleTree Business Park Loan is continuing and no AppleTree Business Park Trigger Period is continuing, all funds in the cash management accounts in excess of the amount required to pay debt service and fund required reserves on the next due date will be remitted to an account maintained by the borrower in respect of operating expenses for the AppleTree Business Park Property. During the continuance of an event of default under the AppleTree Business Park Loan, the lender may apply any funds in the cash management account to amounts payable under the AppleTree Business Park Loan and/or toward the payment of expenses of AppleTree Business Park Property, in such order of priority as the lender may determine.

Property Management. The AppleTree Business Park Property is currently managed by AmCap, Incorporated, an affiliate of the borrower, pursuant to a management agreement. Under the loan documents, the AppleTree Business Park Property may not be managed by any other party, other than a management company reasonably approved by the lender and with respect to which a Rating Agency Confirmation has been received. The lender may require the borrower to replace the property manager if there is a material default by the property manager under the management agreement after the expiration of any applicable cure period, if an event of default under the AppleTree Business Park Loan has occurred and is continuing or upon the filing of a bankruptcy petition or the occurrence of a similar event with respect to the property manager.

Hyperamortization Summary. The AppleTree Business Park Loan has an initial scheduled maturity date of July 6, 2021. The borrower is permitted to extend the initial scheduled maturity date for one year upon the satisfaction of certain conditions, including the payment of an extension fee equal to $50,000. In the event that the borrower exercises its option to extend the initial scheduled maturity date, the interest rate will automatically increase to the greater of (i) the initial interest rate plus 200 basis points and (ii) the swap rate as of the initial scheduled maturity date plus 410 basis points (the “Adjusted Interest Rate”). After the initial scheduled maturity date, interest will be due and payable at the initial interest rate and additional interest attributable to the Adjusted Interest Rate will be deferred and added to the outstanding principal balance (although the deferred interest may not bear interest) as of each due date. Additionally, after the initial scheduled maturity date, all excess cash will be used to hyperamortize the AppleTree Business Park Loan. Provided that the borrowers do not repay the AppleTree Business Park Loan in full on the scheduled initial maturity date, the estimated balance of the AppleTree Business Park Loan upon the extended maturity date would be approximately $31,694,886 with an interest rate of 5.6660%, 1-year loan term and 20-year amortization term, assuming the Adjusted Interest Rate is the initial interest rate plus 200 basis points (7.6660%) and no excess cash flow is used to paydown the outstanding principal balance. The final maturity loan-to-value ratio based on the estimated final maturity balance of $31,694,886 and the appraised value of $58,300,000 is 54.4%.

B-98

APPLETREE BUSINESS PARK

n	Mezzanine or Subordinate Indebtedness. Not permitted.

Terrorism Insurance. So long as TRIPRA or a similar or subsequent statute is in effect, the borrower is required to maintain terrorism insurance for certified and non-certified acts (as those terms are defined in TRIPRA or similar or subsequent statute) in an amount equal to the full replacement cost of the AppleTree Business Park Property, plus twelve months of business interruption coverage. If TRIPRA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the borrower is required to carry terrorism insurance throughout the term of the AppleTree Business Park Loan as required by the preceding sentence, but in that event the borrower will not be required to spend more than two times the amount of the insurance premium that is payable at that time in respect of the property and business interruption/rental loss insurance required under the loan documents (not including the terrorism and earthquake components of that insurance), and if the cost of terrorism insurance exceeds that amount, the borrower is required to purchase the maximum amount of terrorism insurance available with funds equal to that amount. The terrorism insurance is required to contain a deductible that is approved by the lender and is no larger than $50,000. The required terrorism insurance may be included in a blanket policy, provided that the borrower provides evidence satisfactory to the lender that the insurance premiums for the AppleTree Business Park Property are separately allocated under the blanket policy and that certain other requirements are satisfied. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.

B-99

LAKE BUENA VISTA FACTORY STORES PHASES I & II

Mortgaged Property Information			Mortgage Loan Information
	Number of Mortgaged Properties	2		Originator		GSCMC
	Location (City/State)	Orlando, Florida		Cut-off Date Principal Balance		$35,440,329
	Property Type	Retail		Cut-off Date Principal Balance per SF(1)		$151.69
	Size (SF)	233,637		Percentage of Initial Pool Balance		2.0%
	Total Occupancy as of 8/1/2011	97.4%		Number of Related Mortgage Loans(1)		2
	Owned Occupancy as of 8/1/2011	97.4%		Type of Security		Fee Simple
	Year Built / Latest Renovation	1996-1999, 2004 / 2004		Mortgage Rate		6.1815%
	Appraised Value	$ 51,500,000		Original Term to Maturity (Months)		120
				Original Amortization Term (Months)		360
	Underwritten Revenues	$7,516,425
	Underwritten Expenses	$2,462,624		Escrows
	Underwritten Net Operating Income (NOI)	$5,053,801			Upfront	Monthly
	Underwritten Net Cash Flow (NCF)	$4,732,345		Taxes	$170,776	$34,155
	Cut-off Date LTV Ratio(1)	68.8%		Insurance	$90,564	$11,884
	LTV Ratio at Maturity(1)	59.0%		Replacement Reserves	$8,292	$8,292
	DSCR Based on Underwritten NOI / NCF(1)	1.93x / 1.81x		TI/LC(2)	$1,200,000	$21,812
	Debt Yield Based on Underwritten NOI / NCF(1)	14.3% / 13.4%		Other	$0	$0

Sources and Uses
	Sources	$	%	Uses	$	%
	Loan Amount	$35,630,000	100.0%	Loan Payoff	$22,739,279	63.8%
				Sponsor Equity Distribution	9,606,553	27.0
				Closing Costs	1,814,537	5.1
				Reserves	1,469,631	4.1
	Total Sources	$35,630,000	100.0%	Total Uses	$35,630,000	100.0%

(1)

With respect to the Lake Buena Vista Factory Stores Phase I and Lake Buena Vista Factory Stores Phase II mortgage loans, which are cross-collateralized and cross-defaulted with each other, the Cut-off Date LTV Ratio, the LTV Ratio at Maturity, the DSCR Based on Underwritten NOI / NCF, the Debt Yield Based on Underwritten NOI / NCF and the Cut-off Date Principal Balance per SF of the mortgage loans are presented in the aggregate.

(2)

The TI/LC account has a cap of $1,200,000 ($946,057 for the Lake Buena Vista Factory Stores Phase I mortgage loan and $253,943 for the Lake Buena Vista Factory Stores Phase II mortgage loan). $69,000 was released from the TI/LC account in October 2011, in connection with the Lake Buena Vista Factory Stores Phase I mortgage loan, taking the balance below the $1,200,000 cap and triggering the monthly reserve amount to commence.

The following table presents certain information relating to the major tenants (of which, certain tenants may have co-tenancy provisions) at the Lake Buena Vista Factory Stores Phases I & II Properties:

Ten Largest Owned Tenants Based On Underwritten Base Rent

Tenant	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA	% of GLA	UW Base Rent	% of Total UW Base Rent	UW Base Rent $ per SF	Lease Expiration	Tenant Sales $ per SF(2)	Occupancy Cost
VF Factory Outlet	NR / A3 / A-	26,428	11.3%	$436,062	6.9%	$16.50	7/2/2016	$190	11.9%
Reebok(3)	NR / NR / NR	10,000	4.3	340,000	5.4	34.00	6/20/2012	$287	14.6%
Nike	NR / A1 / A+	14,000	6.0	322,000	5.1	23.00	9/30/2015	$491	4.7%
Gap(4)	BBB- / Baa3 / BB+	9,000	3.9	303,555	4.8	33.73	8/31/2014	$732	4.6%
Reese Food Court	NR / NR / NR	6,047	2.6	264,600	4.2	43.76	2/15/2014	$139	31.4%
Dress Barn	NR / NR / NR	9,000	3.9	225,000	3.6	25.00	6/30/2012	$128	26.5%
Oshkosh B’Gosh(5)	NR / NR / BB+	6,000	2.6	216,000	3.4	36.00	11/30/2011	$289	15.2%
Old Navy Outlet	BBB- / Baa3 / BB+	12,000	5.1	216,000	3.4	18.00	4/30/2017	$396	4.5%
Tommy Hilfiger	NR / B2 / BB+	7,050	3.0	215,025	3.4	30.50	8/31/2012	$726	5.4%
Disney Character Outlet	A / A2 / A	6,500	2.8	208,000	3.3	32.00	1/31/2015	$142	28.3%
Ten Largest Owned Tenants		106,025	45.4%	$2,746,242	43.7%	$25.90
Remaining Owned Tenants		121,612	52.1	3,545,090	56.3	29.15
Vacant		6,000	2.6	0	0.0	0.00
Total / Wtd. Avg. All Owned Tenants		233,637	100.0%	$6,291,331	100.0%	$27.64

(1)

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

(2)

Tenant sales are as of June 30, 2011.

(3)

Reebok has a one-time right to terminate if occupancy falls below 70% for a period of 12 months.

(4)

Gap has a one-time right to terminate if occupancy falls below 70% for a period of 12 months.

(5)

Oshkosh B’Gosh has a one-time right to terminate if occupancy falls below 80% for a period of 6 months.

B-100

LAKE BUENA VISTA FACTORY STORES PHASES I & II

The following table presents certain information relating to the lease rollover schedule at the Lake Buena Vista Factory Stores Phases I & II Properties:

Lease Expiration Schedule(1)

Year Ending December 31,	Expiring Owned GLA		% of Owned GLA			Cumulative % of Owned GLA			UW Base Rent		% of Total UW Base Rent			UW Base Rent $ per SF		# of Expiring Tenants
MTM		5,205		2.2	%		2.2	%		$169,800		2.7	%		$32.62		3
2011		6,000		2.6			4.8	%		216,000		3.4			36.00		1
2012		45,275		19.4			24.2	%		1,434,305		22.8			31.68		12
2013		9,025		3.9			28.0	%		354,850		5.6			39.32		5
2014		36,711		15.7			43.7	%		1,001,521		15.9			27.28		8
2015		23,850		10.2			54.0	%		664,000		10.6			27.84		4
2016		63,076		27.0			81.0	%		1,517,440		24.1			24.06		12
2017		26,150		11.2			92.1	%		492,250		7.8			18.82		3
2018		9,345		4.0			96.1	%		309,165		4.9			33.08		2
2019		3,000		1.3			97.4	%		132,000		2.1			44.00		1
2020		0		0.0			97.4	%		0		0.0			0.00		0
2021		0		0.0			97.4	%		0		0.0			0.00		0
2022 & Thereafter		0		0.0			97.4	%		0		0.0			0.00		0
Vacant		6,000		2.6			100.0	%		0		0.0			0.00		0
Total / Wtd. Avg.		233,637		100.0	%					$6,291,331		100.0	%		$27.64		51

(1)

Calculated based on approximate square footage occupied by each Owned Tenant.

The following table presents certain information relating to historical leasing at the Lake Buena Vista Factory Stores Phases I & II Properties:

Historical Leased %(1)

		2007		2008		2009		2010
Owned Space		98.4%		100.0%		100.0%		94.0%

(1)

As provided by the borrower which reflects average occupancy for the year.

n	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 Lake Buena Vista Factory Stores Phases I & II Properties:

Cash Flow Analysis(1)

	2009		2010		TTM 6/30/2011		Underwritten(2)			Underwritten $ per SF
Base Rent		$5,155,230		$5,234,759		$5,471,697		$6,291,331			$26.93
Overage Rent(3)		660,524		671,260		770,762		219,860			0.94
Other Rental Revenue		0		0		0		0			0.00
Gross Up Vacancy		0		0		0		216,000			0.92
Total Rent		$5,815,754		$5,906,019		$6,242,458		$6,727,192			$28.79
Total Reimbursables		1,352,927		1,362,973		1,409,863		1,184,835			5.07
Other Income		3,858		2,992		4,721		0			0.00
Vacancy & Credit Loss		0		0		0		(395,601	)		(1.69	)
Effective Gross Income		$7,172,539		$7,271,984		$7,657,042		$7,516,425			$32.17

Total Operating Expenses		$2,574,117		$2,520,369		$2,513,267		$2,462,624			$10.54

Net Operating Income		$4,598,422		$4,751,615		$5,143,775		$5,053,801			$21.63
TI/LC		22,919		50,185		37,392		221,955			0.95
Capital Expenditures		0		0		0		99,501			0.43
Net Cash Flow		$4,575,503		$4,701,430		$5,106,383		$4,732,345			$20.26

(1)

(2)

Underwritten cash flow based on the 8/1/2011 rent roll with rent steps through 12/31/2011.

(3)

Easy Spirit and Gap pay only percentage rent, although a minimum base rent is specified in their leases, and Nine West and Timberland pay percentage rent with no minimum rent (Timberland switches to fixed rent in October 2011 - $31.00 psf). For underwriting purposes, the current rent for these four tenants ($525,573) is included in base rent and the above $219,860 reflects only the overage rent being paid by tenants that have exceeded the sales break points specified in their leases.

B-101

CHAMPLAIN CENTRE

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Originator		GSCMC
Location (City/State)	Plattsburgh, New York	Cut-off Date Principal Balance		$34,812,036
Property Type	Retail	Cut-off Date Principal Balance per SF		$71.84
Size (SF)	484,556	Percentage of Initial Pool Balance		2.0%
Total Occupancy as of 8/1/2011	93.0%	Number of Related Mortgage Loans		None
Owned Occupancy as of 8/1/2011	91.2%	Type of Security		Fee Simple
Year Built / Latest Renovation	1987, 2004, 2006 / 2010	Mortgage Rate		5.2275%
Appraised Value	$61,000,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		360
Underwritten Revenues	$8,689,032
Underwritten Expenses	$3,745,655	Escrows
Underwritten Net Operating Income (NOI)	$4,943,377		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$4,494,076	Taxes	$385,364	$77,073
Cut-off Date LTV Ratio	57.1%	Insurance	$100,556	$10,056
LTV Ratio at Maturity	47.5%	Replacement Reserves	$11,220	$11,220
DSCR Based on Underwritten NOI / NCF	2.14x / 1.94x	TI/LC(1)	$25,000	$25,000
Debt Yield Based on Underwritten NOI / NCF	14.2% / 12.9%	Other(2)	$699,669	$0

Sources and Uses
	Sources	$	%	Uses	$	%
	Loan Amount	$35,000,000	100.0%	Loan Payoff	$28,109,120	80.3%
				Sponsor Equity Distribution	5,227,341	14.9
				Reserves	1,221,809	3.5
				Closing Costs	441,731	1.3
	Total Sources	$35,000,000	100.0%	Total Uses	$35,000,000	100.0%

(1)

TI/LC reserve has a cap of $400,000.

(2)

The other upfront reserve represents an unfunded obligation reserve ($690,169), and a deferred maintenance reserve ($9,500).

The following table presents certain information relating to the anchor tenants (of which, certain tenants may have co-tenancy provisions) at the Champlain Centre Property:

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA		% of Total GLA			Mortgage Loan Collateral Interest	Total Rent		Total Rent $ per SF		Owned Anchor Tenant Lease Expiration	Tenant Sales $ per SF/Screen(2)		Occupancy Cost
Anchors
Target	A- / A2 / A+		126,000		20.6	%	No		$189,000		$1.50	NA		$238		0.6	%
Sears	NR / NR / B+		85,456		14.0		Yes		$286,278		$3.35	6/21/2017		$133		2.5	%
Dick’s Sporting Goods	NR / NR / NR		52,000		8.5		Yes		$606,696		$11.67	8/31/2018		$151		7.7	%
Gander Mountain	NR / NR / NR		51,853		8.5		Yes		$647,648		$12.49	10/31/2014		$133		9.4	%
JC Penney	BBB- / NR / BB+		51,282		8.4		Yes		$253,967		$4.95	6/30/2017		$220		2.2	%
Total Anchors			366,591		60.0	%

Jr. Anchors
Regal Cinemas	BB / B2 / B+		26,250		4.3	%	Yes		$192,000		$7.31	6/30/2017		$132,523		18.1	%
Best Buy	BBB- / Baa2 / BBB-		20,000		3.3		Yes		$322,024		$16.10	1/31/2017		$785		2.1	%
Old Navy(3)	BBB- / Baa3 / BB+		15,838		2.6		Yes		$234,402		$14.80	8/31/2014		$215		6.9	%
FYE/Record Town			11,981		2.0		Yes		$150,000		$12.52	1/31/2012		$140		8.9	%
Total Jr. Anchors			74,069		12.1	%

Occupied In-line			127,423		20.9	%			$4,766,923		$37.41
Occupied Outparcel			0		0.0	%			$0		$0.00
Occupied Kiosk			0		0.0	%			$0		$0.00
Vacant Spaces(4)			42,473		7.0	%			$0		$0.00
Total Owned SF			484,556		79.4	%
Total SF			610,556		100.0	%

(1)

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

(2)

Sales for the above Anchor and Jr. Anchor tenants are as of December 31, 2010.

(3)

Old Navy’s lease is out for signature (3-year term at a maximum of 7% of sales or $14.80 base rent psf). We cannot assure you that the lease renewal will be executed.

(4)

17,000 SF of the total vacant space is attributable to the space occupied by Borders which expects to vacate its space in December 2011 due to its Chapter 11 bankruptcy filing. We cannot assure you that the space subject to any of the Borders Group Inc. leases will be re-let in a timely manner or at all. See “Risk Factors–Performance of the Certificates Will Be Highly Dependent on the Performance of Tenants and Tenant Leases–Tenant Bankruptcy Could Result in a Rejection of the Related Lease” in the Prospectus Supplement.

B-102

CHAMPLAIN CENTRE

The following table presents certain information relating to the major tenants (of which, certain tenants may have co-tenancy provisions) at the Champlain Centre Property:

Ten Largest Tenants Based on Underwritten Base Rent

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA(2)		% of GLA			UW Base Rent		% of Total UW Base Rent			UW Base Rent $ per SF		Lease Expiration	Tenant Sales $ per SF/Screen(3)		Occupancy Cost
Gander Mountain	NR / NR / NR		51,853		10.7	%		$440,088		8.2	%		$8.49	10/31/2014		$133		9.4	%
Dick’s Sporting Goods	NR / NR / NR		52,000		10.7			351,000		6.5			6.75	8/31/2018		$151		7.7	%
Best Buy	BBB- / Baa2 / BBB-		20,000		4.1			269,400		5.0			13.47	1/31/2017		$785		2.1	%
American Eagle	NR / NR / NR		6,148		1.3			239,435		4.4			38.95	1/31/2012		$394		11.3	%
Sears	NR / NR / B+		85,456		17.6			235,004		4.4			2.75	6/21/2017		$133		2.5	%
Old Navy(4)	BBB- / Baa3 / BB+		15,838		3.3			234,402		4.3			14.80	8/31/2014		$215		6.9	%
Regal Cinemas	BB / B2 / B+		26,250		5.4			192,000		3.6			7.31	6/30/2017		$132,523		18.1	%
Dress Barn	NR / NR / NR		7,633		1.6			172,170		3.2			22.56	6/30/2019		$139		17.4	%
Hollister	NR / NR / NR		6,342		1.3			158,550		2.9			25.00	1/31/2019		$281		8.9	%
Burger King	NR / NR / NR		1,368		0.3			155,209		2.9			113.46	6/30/2014		$647		18.3	%
Ten Largest Owned Tenants			272,888		56.3	%		$2,447,258		45.4	%		$8.97
Remaining Owned Tenants			169,195		34.9			2,943,064		54.6			17.39
Vacant Spaces (Owned Space)(5)			42,473		8.8			0		0.0			0.00
Total / Wtd. Avg. All Owned Tenants			484,556		100.0	%		$5,390,322		100.0	%		$12.19

(1)

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

(2)

Borrower owned space. Does not include non-owned anchors or outparcels.

(3)

Tenant sales for Gander Mountain, Dick’s Sporting Goods, Best Buy, Sears, Old Navy and Regal Cinemas are as of December 31, 2010. All other tenant sales are as of June 30, 2011.

(4)

Old Navy’s lease is out for signature (3-year term at a maximum of 7% of sales or $14.80 base rent psf). We cannot assure you that the lease renewal will be executed.

(5)

The following table presents the lease rollover schedule at the Champlain Centre Property, based on initial lease expiration dates:

Lease Expiration Schedule(1)(2)

Year Ending December 31,	Expiring Owned GLA		% of Owned GLA			Cumulative % of Owned GLA			UW Base Rent		% of Total UW Base Rent			UW Base Rent $ per SF		# of Expiring Tenants
MTM		1,237		0.3	%		0.3	%		$35,000		0.6	%		$28.29		1
2011		16,066		3.3			3.6	%		111,333		2.1			6.93		6
2012		33,719		7.0			10.5	%		806,208		15.0			23.91		12
2013		12,248		2.5			13.1	%		301,309		5.6			24.60		6
2014		72,439		14.9			28.0	%		1,089,545		20.2			15.04		9
2015		2,437		0.5			28.5	%		121,668		2.3			49.93		3
2016		7,235		1.5			30.0	%		205,301		3.8			28.38		5
2017		197,663		40.8			70.8	%		1,388,612		25.8			7.03		9
2018		60,434		12.5			83.3	%		527,691		9.8			8.73		3
2019		19,954		4.1			87.4	%		438,363		8.1			21.97		3
2020		1,858		0.4			87.8	%		123,355		2.3			66.39		2
2021		8,494		1.8			89.5	%		161,604		3.0			19.03		4
2022 & Thereafter		8,299		1.7			91.2	%		80,334		1.5			9.68		1
Vacant		42,473		8.8			100.0	%		0		0.0			0.00		0
Total / Wtd. Avg.		484,556		100.0	%					$5,390,322		100.0	%		$12.19		64

(1)

Calculated based on approximate square footage occupied by each Owned Tenant.

(2)

Borrower owned collateral space only. Does not include Non-owned Anchors (Target).

B-103

CHAMPLAIN CENTRE

The following table presents certain information relating to historical leasing at the Champlain Centre Property:

Historical Leased %(1)

		2008		2009		2010
Owned Space		95.1%		96.9%		97.0%

(1)

As provided by the borrower which reflects average occupancy for the year.

n	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 Champlain Centre Property:

Cash Flow Analysis(1)

	2009			2010			TTM 6/30/2011			Underwritten(2)			Underwritten $ per SF
Base Rent(3)		$6,178,921			$6,026,024			$5,687,904			$5,390,322			$11.12
Overage Rent		299,348			164,380			213,904			228,144			0.47
Other Rental Revenue(4)		399,640			432,843			439,137			439,137			0.91
Gross Up Vacancy		0			0			0			988,117			2.04
Total Rent		$6,877,909			$6,623,247			$6,340,945			$7,045,721			$14.54
Total Reimbursables		2,864,295			2,718,262			2,693,917			2,614,768			5.40
Other Income(5)		15,748			14,437			16,660			16,660			0.03
Vacancy & Credit Loss		(420,774	)		(280,151	)		(276,200	)		(988,117	)		(2.04	)
Effective Gross Income		$9,337,178			$9,075,795			$8,775,322			$8,689,032			$17.93

Total Operating Expenses		$3,860,791			$3,587,418			$3,773,453			$3,745,655			$7.73

Net Operating Income		$5,476,387			$5,488,377			$5,001,869			$4,943,377			$10.20
TI/LC		0			0			0			314,666			0.65
Capital Expenditures		0			0			0			134,634			0.28
Net Cash Flow		$5,476,387			$5,488,377			$5,001,869			$4,494,076			$9.27

(1)

(2)

Underwritten cash flow is based on the 8/1/2011 rent roll with rent steps through 12/31/2011.

(3)

Underwritten base rent includes tenants who pay rent based on a percentage of sales in lieu of base rent.

(4)

Other rental revenue includes rental revenue from kiosk, temporary, specialty and other tenants.

(5)

Other income includes sprinkler income, stroller income and other miscellaneous income.

B-104

PRENTISS CREEK APARTMENTS

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Originator		RAIT
Location (City/State)	Downers Grove, Illinois	Cut-off Date Principal Balance		$34,331,868
Property Type	Multifamily	Cut-off Date Principal Balance per Unit		$49,045.53
Size (Units)	700	Percentage of Initial Pool Balance		2.0%
Total Occupancy as of 8/24/2011	90.4%	Number of Related Mortgage Loans		None
Owned Occupancy as of 8/24/2011	90.4%	Type of Security		Fee Simple
Year Built / Latest Renovation	1972 / 2008, 2010	Mortgage Rate		5.6700%
Appraised Value	$51,200,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		360
Underwritten Revenues	$6,914,501
Underwritten Expenses	$3,277,833	Escrows
Underwritten Net Operating Income (NOI)	$3,636,668		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$3,426,668	Taxes	$982,831	$41,689
Cut-off Date LTV Ratio	67.1%	Insurance	$133,027	$13,108
LTV Ratio at Maturity	56.6%	Replacement Reserves	$0	$17,500
DSCR Based on Underwritten NOI / NCF	1.52x / 1.43x	TI/LC	$0	$0
Debt Yield Based on Underwritten NOI / NCF	10.6% / 10.0%	Other(1)	$1,248,705	$0

Sources and Uses
	Sources	$	%	Uses	$	%
	Loan Amount	$34,500,000	65.6%	Purchase Price	$49,300,000	93.8%
	Sponsor Equity	11,529,194	21.9	Reserves	2,364,562	4.5
	Subordinate Debt	5,000,000	9.5	Closing Costs	904,514	1.7
	Other	1,539,882	2.9
	Total Sources	$52,569,076	100.0%	Total Uses	$52,569,076	100.0%

(1)

The other upfront reserve represents a deferred maintenance reserve for various purposes at the property including parking lot repair and resurface.

The following table presents certain information relating to historical leasing at the Prentiss Creek Apartments Property:

Historical Leased %(1)

		2008		2009		2010
Owned Space		86.0%		93.3%		93.8%

(1)

As provided by the borrower which reflects average occupancy for the year.

n	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 Prentiss Creek Apartments Property:

Cash Flow Analysis(1)

	2009			2010			TTM 2/28/2011			Underwritten(2)			Underwritten $ per unit
Base Rent		$6,653,212			$6,539,384			$6,523,349			$6,012,936			$8,589.91
Gross Up Vacancy		0			0			0			532,865			761.24
Total Rent		$6,653,212			$6,539,384			$6,523,349			$6,545,801			$9,351.14
Other Income		470,241			882,128			901,565			901,565			1,287.95
Less Vacancy & Credit Loss		(404,580	)		(614,289	)		(571,980	)		(532,865	)		(761.24	)
Effective Gross Income		$6,718,873			$6,807,223			$6,852,934			$6,914,501			$9,877.86

Total Operating Expenses		$3,241,695			$3,283,104			$3,259,449			$3,277,833			$4,682.62

Net Operating Income		$3,477,178			$3,524,119			$3,593,485			$3,636,668			$5,195.24
Capital Expenditures		0			0			0			210,000			300.00
Net Cash Flow		$3,477,178			$3,524,119			$3,593,485			$3,426,668			$4,895.24

(1)

(2)

Underwritten cash flow is based on the 2/28/2011 rent roll.

B-105

RED LION HOTEL – SEATTLE, WA

Mortgaged Property Information			Mortgage Loan Information
	Number of Mortgaged Properties	1		Originator		CGMRC
	Location (City/State)	Seattle, Washington		Cut-off Date Principal Balance		$31,866,096
	Property Type	Hospitality		Cut-off Date Principal Balance per Room		$107,293.25
	Size (Rooms)	297		Percentage of Initial Pool Balance		1.8%
	Total 12-Month Occupancy as of 7/31/2011	75.7%		Number of Related Mortgage Loans		None
	Owned 12-Month Occupancy as of 7/31/2011	75.7%		Type of Security		Fee Simple
	Year Built / Latest Renovation	1973 / 2009		Mortgage Rate		4.9300%
	Appraised Value	$71,200,000		Original Term to Maturity (Months)		60
				Original Amortization Term (Months)		324
	Underwritten Revenues	$14,582,759
	Underwritten Expenses	$10,505,955		Escrows
	Underwritten Net Operating Income (NOI)	$4,076,804			Upfront	Monthly
	Underwritten Net Cash Flow (NCF)	$3,493,494		Taxes	$64,639	$21,546
	Cut-off Date LTV Ratio	44.8%		Insurance	$0	$0
	LTV Ratio at Maturity	40.6%		Replacement Reserves	$0	$48,609
	DSCR Based on Underwritten NOI / NCF	1.90x / 1.63x		Other(1)	$485,938	$0
	Debt Yield Based on Underwritten NOI / NCF	12.8% / 11.0%

Sources and Uses
	Sources	$	%	Uses	$	%
	Loan Amount	$32,000,000	43.9%	Purchase Price	$71,000,000	97.5%
	Sponsor Equity	26,841,523	36.8	Closing Costs	1,304,101	1.8
	Subordinate Debt	10,300,000	14.1	Reserves	550,577	0.8
	Other Sources	3,713,155	5.1
	Total Sources	$72,854,678	100.0%	Total Uses	$72,854,678	100.0%

(1)

Other escrows represent Deferred Maintenance Reserve ($185,938) and Bank Space Reserve ($300,000).

The following table presents certain information relating to the 2010 demand analysis with respect to the Red Lion Hotel - Seattle, WA Property based on market segmentation, as provided in the appraisal for the Red Lion Hotel - Seattle, WA Property:

2010 Accommodated Room Night Demand

Property		Meeting and Group		Leisure		Commercial
Red Lion Hotel – Seattle, WA		33%		17%		50%

Source: Appraisal.

The following table presents certain information relating to the year-to-date through April 2011 penetration rates relating to the Red Lion Hotel - Seattle, WA Property and various market segments, as provided in the appraisal for the Red Lion Hotel - Seattle, WA Property:

Year-to-Date Through 4/30/11 Penetration Rates

Property		Occupancy		ADR		RevPAR
Red Lion Hotel – Seattle, WA		101.3%		88.6%		89.8%

Source: Appraisal.

The following table presents certain information relating to historical occupancy, ADR and RevPar at the Red Lion Hotel - Seattle, WA Property:

Historical Leased %(1)

	2009			2010			TTM 4/30/2011
Occupancy		68.3	%		73.7	%		74.7	%
ADR		$134.21			$127.55			$128.45
RevPar		$91.61			$93.98			$95.92

(1)

As provided by the borrower.

B-106

RED LION HOTEL – SEATTLE, WA

n	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 Red Lion Hotel - Seattle, WA Property:

Cash Flow Analysis

	2009		2010		TTM 4/30/2011		Underwritten		Underwritten $ per Room
Room Revenue		$9,931,287		$10,187,818		$10,398,377		$10,847,970		$36,525
Food & Beverage Revenue		2,512,319		2,593,667		2,593,866		2,593,866		8,734
Other Revenue		1,544,538		1,497,725		1,504,085		1,140,923		3,841
Total Revenue		$13,988,144		$14,279,210		$14,496,328		$14,582,759		$49,100

Room Expense		$2,593,162		$2,898,560		$2,906,109		$3,031,760		$10,208
Food & Beverage Expense		1,938,074		1,919,792		1,869,195		1,869,195		6,294
Other Expense		440,789		406,919		417,674		336,488		1,133
Total Departmental Expense		$4,972,025		$5,225,271		$5,192,978		$5,237,443		$17,634
Total Undistributed Expense		3,615,444		3,799,609		3,834,628		4,812,210		16,203
Total Fixed Charges		454,859		440,460		431,610		456,302		1,536
Total Operating Expenses		$9,042,328		$9,465,340		$9,459,216		$10,505,955		$35,374

Net Operating Income		$4,945,816		$4,813,870		$5,037,112		$4,076,804		$13,727
FF&E		0		0		0		583,310		1,964
Net Cash Flow		$4,945,816		$4,813,870		$5,037,112		$3,493,494		$11,763

B-107

COURTYARD AND RESIDENCE INN - FRANKLIN

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	2	Originator		GSCMC
Location (City/State)	Franklin, Tennessee	Cut-off Date Principal Balance		$31,220,954
Property Type	Hospitality	Cut-off Date Principal Balance per Room		$124,883.81
Size (Rooms)	250	Percentage of Initial Pool Balance		1.8%
Total 12-Month Occupancy as of 6/30/2011	81.3%	Number of Related Mortgage Loans		3
Owned 12-Month Occupancy as of 6/30/2011	81.3%	Type of Security		Fee Simple
Year Built / Latest Renovation	Various / NAP	Mortgage Rate		6.2500%
Appraised Value	$41,700,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		360
Underwritten Revenues	$9,096,070
Underwritten Expenses	$5,097,783	Escrows
Underwritten Net Operating Income (NOI)	$3,998,287		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$3,634,444	Taxes	$123,620	$20,603
Cut-off Date LTV Ratio	74.9%	Insurance	$25,976	$6,494
LTV Ratio at Maturity(1)	62.3%	Replacement Reserves	$0	$0
DSCR Based on Underwritten NOI / NCF	1.73x / 1.57x	FF&E	$0	$30,195
Debt Yield Based on Underwritten NOI / NCF	12.8% / 11.6%	Other	$0	$0

Sources and Uses
	Sources	$	%	Uses	$	%
	Loan Amount	$31,275,000	99.4%	Loan Payoff	$30,903,722	98.2%
	Sponsor Equity	187,553	0.6	Closing Costs	409,235	1.3
				Reserves	149,596	0.5

	Total Sources	$31,462,553	100.0%	Total Uses	$31,462,553	100.0%

(1)

The LTV Ratio at Maturity is calculated utilizing the “as stabilized” appraised value of $42,900,000. The LTV Ratio at Maturity, calculated on the basis of the “as-is” appraised value is 64.1%.

The following table presents certain information relating to the 2010 demand analysis with respect to the Courtyard and Residence Inn – Franklin Properties based on market segmentation, as provided in the appraisals for the Courtyard and Residence Inn – Franklin Properties:

2010 Accommodated Room Night Demand

Property	Meeting and Group	Leisure	Commercial
Courtyard by Marriott	10%	20%	70%
Residence Inn	15%	25%	60%

Source: Appraisal.

The following table presents certain information relating to the year-to-date through April 2011 penetration rates relating to the Courtyard and Residence Inn – Franklin Properties and various market segments, as provided in the appraisal for the Courtyard and Residence Inn – Franklin Properties:

Year-to-Date Through 4/30/11 Penetration Rates

Property	Occupancy	ADR	RevPAR
Courtyard by Marriott	107.4%	103.4%	111.0%
Residence Inn	116.7%	99.2%	115.8%

Source: Appraisal.

B-108

COURTYARD AND RESIDENCE INN - FRANKLIN

The following table presents certain information relating to historical occupancy, ADR and RevPar at the Courtyard and Residence Inn – Franklin Properties:

Courtyard by Marriott

	2009(1)	2010(1)	TTM 6/30/2011(1)
Occupancy	66.3%	79.7%	77.9%
ADR	$114.35	$109.61	$118.05
RevPar	$75.84	$87.35	$92.01

(1)

As provided by the borrower.

Residence Inn

	2009(1)	2010(1)	TTM 6/30/2011(1)
Occupancy	50.7%	80.5%	84.7%
ADR	$107.01	$108.85	$111.35
RevPar	$54.26	$87.67	$94.27

(1)

As provided by the borrower.

n	Operating History and Underwritten Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow, on an aggregate basis and per room, at the Courtyard and Residence Inn – Franklin Properties:

Cash Flow Analysis

	2009		2010		TTM 6/30/2011		Underwritten		Underwritten $ per Room
Room Revenue		$4,611,725		$7,985,221		$8,498,138		$8,528,910		$34,116
Food & Beverage Revenue		297,575		359,631		384,157		392,828		1,571
Other Revenue		91,254		169,870		176,055		174,332		697
Total Revenue		$5,000,554		$8,514,722		$9,058,350		$9,096,070		$36,384

Room Expense		$932,388		$1,555,817		$1,619,123		$1,621,024		$6,484
Food & Beverage Expense		245,299		264,127		270,556		276,663		1,107
Other Expense		58,699		86,281		90,061		89,974		360
Total Departmental Expense		$1,236,386		$1,906,225		$1,979,740		$1,987,660		$7,951
Total Undistributed Expense		1,782,045		2,613,339		2,766,181		2,771,704		11,087
Total Fixed Charges		269,704		358,417		338,418		338,418		1,354
Total Operating Expenses		$3,288,135		$4,877,981		$5,084,339		$5,097,783		$20,391

Net Operating Income		$1,712,419		$3,636,741		$3,974,011		$3,998,287		$15,993
FF&E		200,022		340,589		362,334		363,843		1,455
Net Cash Flow		$1,512,397		$3,296,152		$3,611,677		$3,634,444		$14,538

B-109

RIVERCREST REALTY PORTFOLIO 2

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	4	Originator		GSCMC
Location (City/State)	Various	Cut-off Date Principal Balance		$26,843,957
Property Type	Retail	Cut-off Date Principal Balance per SF		$82.31
Size (SF)	326,152	Percentage of Initial Pool Balance		1.5%
Total Occupancy as of 7/19/2011	97.3%	Number of Related Mortgage Loans		None
Owned Occupancy as of 7/19/2011	97.3%	Type of Security		Fee Simple
Year Built / Latest Renovation	Various	Mortgage Rate		5.8325%
Appraised Value	$35,860,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		360
Underwritten Revenues	$4,124,709
Underwritten Expenses	$948,918	Escrows
Underwritten Net Operating Income (NOI)	$3,175,791		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$2,875,243	Taxes	$220,398	$36,733
Cut-off Date LTV Ratio	74.9%	Insurance	$26,170	$2,013
LTV Ratio at Maturity	63.3%	Replacement Reserves	$0	$8,893
DSCR Based on Underwritten NOI / NCF	1.67x / 1.51x	TI/LC(1)	$0	$20,833
Debt Yield Based on Underwritten NOI / NCF	11.8% / 10.7%	Other(2)	$1,245,438	$0

Sources and Uses
	Sources	$	%	Uses	$	%
	Loan Amount	$26,895,000	100.0%	Loan Payoff	$24,083,720	89.5%
				Reserves	1,492,006	5.5
				Sponsor Equity Distribution	878,751	3.3
				Closing Costs	440,523	1.6
	Total Sources	$26,895,000	100.0%	Total Uses	$26,895,000	100.0%

(1)

TI/LC reserve has a cap of $1,000,000.

(2)

The other upfront reserve represents a deferred maintenance reserve of $60,510 and an unfunded obligation reserve of TI/LC and Rent ($765,345 for Petco at Highlands Square, $179,583 for Burke’s Outlet at Ridgeview Plaza, $240,000 for Burke’s Outlet at East River Plaza).

The following table presents certain information relating to the Rivercrest Realty Portfolio 2 Properties:

Property Name	City	State	Total GLA		Occupancy		Year Built / Renovated	UW NCF		UW NCF $ per SF
Northpointe Commons	Columbia	SC		91,844		100.0%	2001 / NAP		$690,670		$7.52
Ridgeview Plaza	Bluefield	VA		88,123		94.2	2001 / NAP		760,361		8.63
Highlands Square	Hendersonville	NC		78,220		99.3	2001 / NAP		778,948		9.96
East River Plaza	Princeton	WV		67,965		95.5	2000 / NAP		645,264		9.49
Total / Wtd. Avg.				326,152		97.3%			$2,875,243		$8.82

B-110

RIVERCREST REALTY PORTFOLIO 2

The following table presents certain information relating to the major tenants (of which, certain tenants may have co-tenancy provisions) at the Rivercrest Realty Portfolio 2 Properties:

Ten Largest Tenants Based on Underwritten Base Rent

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA		% of GLA			UW Base Rent		% of Total UW Base Rent			UW Base Rent $ per SF		Lease Expiration	Tenant Sales $ per SF(2)	Occupancy Cost
Burke’s Outlet(3)(4)	NR / NR / NR		51,396		15.8	%		$380,000		10.0	%		$7.39	1/31/2022	NA	NA
Dollar Tree	NR / NR / NR		34,000		10.4			362,000		9.5			10.65	(5)	$174	7.8%
Office Depot	NR / Caa1 / B-		21,400		6.6			267,500		7.0			12.50	2/28/2016	NA	NA
Staples	BBB / Baa2 / BBB		23,942		7.3			257,376		6.8			10.75	10/31/2016	NA	NA
Shoe Show	NR / NR / NR		20,327		6.2			245,509		6.4			12.08	(6)	$167	8.0%
Medexpress	NR / NR / NR		10,911		3.3			238,686		6.3			21.88	(7)	NA	NA
Cato	NR / NR / NR		18,000		5.5			228,880		6.0			12.72	(8)	$132	11.2%
Petco(3)	NR / NR / B		10,000		3.1			170,000		4.5			17.00	7/31/2021	NA	NA
Rent-A-Center	NR / Ba3 / BB		10,700		3.3			139,450		3.7			13.03	(9)	NA	NA
GameStop	NR / Ba1 / BB+		6,477		2.0			130,057		3.4			20.08	(10)	$511	4.5%
Ten Largest Tenants			207,153		63.5	%		$2,419,458		63.5	%		$11.68
Remaining Tenants			110,326		33.8			1,389,184		36.5			12.59
Vacant			8,673		2.7			0		0.0			0.00
Total / Wtd. Avg. All Owned Tenants			326,152		100.0	%		$3,808,642		100.0	%		$12.00

(1)

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

(2)

Tenant sales are as of December 31, 2010, except in the case of Cato whose sales are as of December 31, 2009. Dollar Tree sales psf are based on sales information provided by borrower for Northpointe Commons and East River Plaza as of December 31, 2010. Shoe Show sales psf are based on sales information provided by borrower for Ridgeview Plaza, Highlands Square and East River Plaza as of December 31, 2010. Cato sales psf are based on sales information provided by borrower for Northpointe Commons, Ridgeview Plaza, Highlands Square and East River Plaza as of December 31, 2009. GameStop sales psf are based on sales information provided by borrower for Northpointe Commons and East River Plaza as of December 31, 2010.

(3)

Burke’s Outlet spaces are currently in build out and they are expected to open in October 2011 and begin paying rent in April 2012. Petco is currently in build out and is expected to open and begin paying rent in April 2012. Petco has a right to terminate the lease if the space is not delivered by May 2012.

(4)

One-time right to terminate with 180 days notice and applicable fee if, after 60 months, sales do not exceed $1,500,000. This termination applies to Burke’s Outlet at both the East River Plaza ($85,000 fee) and Ridgeview Plaza ($89,000 fee) properties.

(5)

Dollar Tree has four leases with Ridgeview Plaza expiring on 9/30/2016 (10,000 SF, base rent of $10.50 psf), Highlands Square expiring on 8/31/2016 (10,000 SF, base rent of $10.50 psf), Northpointe Commons expiring on 3/31/2016 (8,000 SF, base rent of $11.50 psf), East River Plaza expiring on 9/30/2012 (6,000 SF, base rent of $10.00 psf).

(6)

Shoe Show has four leases with Ridgeview Plaza expiring on 9/30/2016 (3,500 SF, base rent of $13.00 psf), Highlands Square expiring on 8/31/2016 (4,800 SF, base rent of $13.00 psf), Northpointe Commons expiring on 2/28/2015 (4,500 SF, base rent of $13.00 psf), East River Plaza expiring on 9/8/2016 (7,527 SF, base rent of $10.51 psf).

(7)

Medexpress has two leases with East River Plaza expiring on 11/30/2020 (5,911 SF, base rent of $26.00 psf) and Ridgeview Plaza expiring on 9/30/2021 (5,000 SF, base rent of $17.00 psf). Medexpress, at the East River Plaza property, has a one time termination option after 66 months with 90 days notice and a $332,238 termination payment. Medexpress, at the Ridgeview Plaza property, has a one time termination option after 61 months with 90 days notice and a $122,848 termination payment.

(8)

Cato has four leases with Ridgeview Plaza and Highlands Square expiring on 1/31/2012 (9,760 SF, wtd. avg. base rent of $12.26 psf), Northpointe Commons and East River Plaza expiring on 1/31/2016 (8,240 SF, wtd. avg. base rent of $13.25 psf).

(9)

Rent-A-Center has three leases with East River Plaza expiring on 1/31/2013 (4,000 SF, base rent of $13.25 psf), Highlands Square expiring on 8/31/2016 (3,500 SF, base rent of $13.50 psf), Ridgeview Plaza expiring on 10/31/2012 (3,200 SF, base rent of $12.25 psf).

(10)

GameStop has three leases with East River Plaza expiring on 1/31/2014 (2,000 SF, base rent of $21.00 psf), Northpointe Commons expiring on 1/31/2014 (2,500 SF, base rent of $20.00 psf), Ridgeview Plaza expiring on 1/31/2015 (1,977 SF, base rent of $19.25 psf).

The following table presents the lease rollover schedule at the Rivercrest Realty Portfolio 2 Properties, based on initial lease expiration dates:

Lease Expiration Schedule(1)

Year Ending December 31,	Expiring Owned GLA		% of Owned GLA			Cumulative % of Owned GLA			UW Base Rent		% of Total UW Base Rent			UW Base Rent $ per SF		# of Expiring Tenants
MTM		6,001		1.8	%		1.8	%		$81,000		2.1	%		$13.50		2
2011		1,200		0.4			2.2	%		19,500		0.5			16.25		1
2012		28,460		8.7			10.9	%		368,740		9.7			12.96		8
2013		17,295		5.3			16.2	%		275,107		7.2			15.91		7
2014		21,346		6.5			22.8	%		330,583		8.7			15.49		7
2015		14,679		4.5			27.3	%		234,055		6.1			15.94		7
2016		127,291		39.0			66.3	%		1,472,471		38.7			11.57		18
2017		7,400		2.3			68.6	%		109,500		2.9			14.80		3
2018		0		0.0			68.6	%		0		0.0			0.00		0
2019		0		0.0			68.6	%		0		0.0			0.00		0
2020		5,911		1.8			70.4	%		153,686		4.0			26.00		1
2021		36,500		11.2			81.6	%		384,000		10.1			10.52		3
2022 & Thereafter		51,396		15.8			97.3	%		380,000		10.0			7.39		2
Vacant		8,673		2.7			100.0	%		0		0.0			0.00		0
Total		326,152		100.0	%					$3,808,642		100.0	%		$12.00		59

(1)

Calculated based on approximate square footage occupied by each Owned Tenant.

B-111

RIVERCREST REALTY PORTFOLIO 2

The following table presents certain information relating to historical leasing at the Rivercrest Realty Portfolio 2 Properties:

Historical Leased %(1)

	2008	2009	2010
Northpointe Commons	80.0%	60.0%	80.0%
Highlands Square	94.3%	90.4%	86.6%
Ridgeview Plaza	98.0%	70.0%	64.0%
East River Plaza	99.0%	63.0%	56.0%

(1)

As provided by the borrower which reflects average occupancy for the year.

n	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 Rivercrest Realty Portfolio 2 Properties:

Cash Flow Analysis(1)

	2009		2010		TTM 4/30/2011		Underwritten(2)			Underwritten $ per SF
Base Rent		$2,840,813		$2,801,427		$2,932,965		$3,808,642			$11.68
Overage Rent		0		0		592		0			0.00
Market Revenue from Vacant Units		0		0		0		157,216			0.48
Gross Up Vacancy		0		0		0		0			0.00
Total Rent		$2,840,813		$2,801,427		$2,933,557		$3,965,858			$12.16
Total Reimbursables		470,964		495,035		519,991		523,616			1.61
Other Income		35,129		4,858		7,423		4,100			0.01
Vacancy & Credit Loss		0		0		0		(368,865	)		(1.13	)
Effective Gross Income		$3,346,906		$3,301,320		$3,460,971		$4,124,709			$12.65

Total Operating Expenses		$920,958		$915,788		$922,399		$948,918			$2.91

Net Operating Income		$2,425,948		$2,385,532		$2,538,572		$3,175,791			$9.74
TI/LC		0		0		0		193,836			0.59
Capital Expenditures		0		0		0		106,712			0.33
Net Cash Flow		$2,425,948		$2,385,532		$2,538,572		$2,875,243			$8.82

(1)

(2)

Underwritten cash flow is based on the 7/19/2011 rent roll with rent steps through 12/31/2011.

B-112

250 MERCER STREET

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Originator		CGMRC
Location (City/State)	New York, New York	Cut-off Date Principal Balance		$25,918,853
Property Type	Retail	Cut-off Date Principal Balance per SF		$861.78
Size (SF)	30,076	Percentage of Initial Pool Balance		1.5%
Total Occupancy as of 6/1/2011	100.0%	Number of Related Mortgage Loans		None
Owned Occupancy as of 6/1/2011	100.0%	Type of Security		Fee Simple
Year Built / Latest Renovation	1908 / 1986	Mortgage Rate		5.3100%
Appraised Value	$40,000,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		360
Underwritten Revenues	$3,440,658
Underwritten Expenses	$1,090,342	Escrows
Underwritten Net Operating Income (NOI)	$2,350,316		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$2,305,551	Taxes	$389,004	$66,443
Cut-off Date LTV Ratio	64.8%	Insurance	$20,763	$2,966
LTV Ratio at Maturity	54.0%	Replacement Reserves	$0	$401
DSCR Based on Underwritten NOI / NCF	1.36x / 1.33x	TI/LC	$0	$2,500
Debt Yield Based on Underwritten NOI / NCF	9.1% / 8.9%	Other(1)	$2,014,009	$0

Sources and Uses
	Sources	$	%	Uses	$	%
	Loan Amount	$26,000,000	99.8%	Loan Payoff	$22,218,061	85.3%
	Other	50,000	0.2	Reserves	2,423,776	9.3
				Sponsor Equity Distribution	1,134,142	4.4
				Closing Costs	274,021	1.1
	Total Sources	$26,050,000	100.0%	Total Uses	$26,050,000	100.0%

(1)

The other upfront reserve represents the empty store reserve ($1,550,000) and the Duane Reade abated rent holdback ($464,009). The empty store reserve and Duane Reade abated rent holdback have subsequently been released.

The following table presents certain information relating to the major tenants (of which, certain tenants may have co-tenancy provisions) at the 250 Mercer Street Property:

Ten Largest Tenants Based on Underwritten Base Rent

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA		% of GLA			UW Base Rent		% of Total UW Base Rent			UW Base Rent $ per SF		Lease Expiration	Tenant Sales $ per SF	Occupancy Cost
Duane Reade	NR / A2 / A		6,428		21.4	%		$1,091,242		33.5	%		$169.76	2/28/2031	NAP	NAP
Gristedes	NR / NR / NR		6,810		22.6			329,604		10.1			48.40	2/29/2020	NAP	NAP
Le Basket	NR / NR / NR		1,000		3.3			278,085		8.5			278.08	10/31/2019	NAP	NAP
Spencer Gifts LLC(2)	NR / NR / NR		1,840		6.1			264,000		8.1			143.48	8/31/2021	NAP	NAP
Infinity Shoes	NR / NR / NR		1,000		3.3			224,603		6.9			224.60	12/31/2013	NAP	NAP
Think Coffee	NR / NR / NR		3,350		11.1			223,528		6.9			66.72	10/31/2015	NAP	NAP
Dojo Restaurant	NR / NR / NR		2,250		7.5			207,642		6.4			92.29	4/30/2013	NAP	NAP
GameStop	NR / Ba1 / BB+		1,050		3.5			201,699		6.2			192.09	2/28/2013	NAP	NAP
West 3rd Common	NR / NR / NR		1,720		5.7			184,597		5.7			107.32	5/31/2020	NAP	NAP
BNY II, Inc.	NR / NR / NR		4,000		13.3			173,398		5.3			43.35	6/30/2014	NAP	NAP
Ten Largest Tenants			29,448		97.9	%		$3,178,398		97.4	%		$107.93
Remaining Owned Tenants			628		2.1			83,555		2.6			133.05
Vacant			0		0.0			0		0.0			0.00
Total / Wtd. Avg. All Owned Tenants			30,076		100.0	%		$3,261,953		100.0	%		$108.46

(1)

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

(2)

One-time early termination option on 8/31/2016.

B-113

250 MERCER STREET

The following table presents the lease rollover schedule at the 250 Mercer Street Property, based on initial lease expiration dates:

Lease Expiration Schedule(1)

Year Ending December 31,	Expiring Owned GLA		% of Owned GLA			Cumulative % of Owned GLA			UW Base Rent		% of Total UW Base Rent			UW Base Rent $ per SF		# of Expiring Tenants
MTM		0		0.0	%		0.0	%		$0		0.0	%		$0.00		0
2011		0		0.0			0.0	%		0		0.0			0.00		0
2012		0		0.0			0.0	%		0		0.0			0.00		0
2013		4,300		14.3			14.3	%		633,944		19.4			147.43		3
2014		4,000		13.3			27.6	%		173,398		5.3			43.35		1
2015		3,350		11.1			38.7	%		223,528		6.9			66.72		1
2016		0		0.0			38.7	%		0		0.0			0.00		0
2017		0		0.0			38.7	%		0		0.0			0.00		0
2018		490		1.6			40.4	%		76,054		2.3			155.21		1
2019		1,138		3.8			44.1	%		285,586		8.8			250.95		2
2020		8,530		28.4			72.5	%		514,201		15.8			60.28		2
2021		1,840		6.1			78.6	%		264,000		8.1			143.48		1
2022 & Thereafter		6,428		21.4			100.0	%		1,091,242		33.5			169.76		1
Vacant		0		0.0			100.0	%		0		0.0			0.00		0
Total / Wtd. Avg.		30,076		100.0	%					$3,261,953		100.0	%		$108.46		12

(1)

Calculated based on approximate square footage occupied by each Owned Tenant.

The following table presents certain information relating to historical leasing at the 250 Mercer Street Property:

Historical Leased %(1)

		2008		2009		2010
Owned Space		100.0%		100.0%		100.0%

(1)

Reflects approximate, average economic occupancy for the year.

n	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 250 Mercer Street Property:

Cash Flow Analysis(1)

	2009		2010		Underwritten(2)			Underwritten $ per SF
Base Rent		$2,769,555		$2,747,378		$2,759,307			$91.74
Contractual Rent Steps		0		0		502,646			16.71
Gross Up Vacancy		0		0		0			0.00
Total Rent		$2,769,555		$2,747,378		$3,261,953			$108.46
Total Reimbursables		375,595		330,523		302,359			10.05
Other Income		12,634		7,599		0			0.00
Less Vacancy & Credit Loss		0		0		(123,653	)		(4.11	)
Effective Gross Income		$3,157,784		$3,085,500		$3,440,658			$114.40

Total Operating Expenses		$978,646		$1,079,251		$1,090,342			$36.25

Net Operating Income		$2,179,138		$2,006,249		$2,350,316			$78.15
TI/LC		0		0		39,916			1.33
Capital Expenditures		0		0		4,849			0.16
Net Cash Flow		$2,179,138		$2,006,249		$2,305,551			$76.66

(1)

(2)

Underwritten cash flow is based on the 9/1/2011 rent roll with rent steps through 3/1/2012.

B-114

1117 PERIMETER CENTER WEST

Mortgaged Property Information			Mortgage Loan Information
	Number of Mortgaged Properties	1	Originator		CGMRC
	Location (City/State)	Atlanta, Georgia	Cut-off Date Principal Balance		$25,046,653
	Property Type	Office	Cut-off Date Principal Balance per SF		$63.99
	Size (SF)	391,422	Percentage of Initial Pool Balance		1.4%
	Total Occupancy as of 7/27/2011	81.4%	Number of Related Mortgage Loans		None
	Owned Occupancy as of 7/27/2011	81.4%	Type of Security		Fee Simple
	Year Built / Latest Renovation	1985 / NAP	Mortgage Rate		5.3100%
	Appraised Value	$33,550,000	Original Term to Maturity (Months)		60
			Original Amortization Term (Months)		360
	Underwritten Revenues	$6,187,396
	Underwritten Expenses	$3,415,957	Escrows
	Underwritten Net Operating Income (NOI)	$2,771,439		Upfront	Monthly
	Underwritten Net Cash Flow (NCF)	$2,283,100	Taxes	$621,973	$0
	Cut-off Date LTV Ratio	74.7%	Insurance	$0	$0
	LTV Ratio at Maturity	69.3%	Replacement Reserves	$0	$6,524
	DSCR Based on Underwritten NOI / NCF	1.66x / 1.36x	TI/LC(1)	$350,000	$22,917
	Debt Yield Based on Underwritten NOI / NCF	11.1% / 9.1%	Other(2)	$1,160,000	$0

Sources and Uses
Sources	$	%	Uses	$	%
Loan Amount	$25,100,000	96.3%	Loan Payoff	$23,500,000	90.2%
Sponsor Equity	919,465	3.5	Reserves	2,131,973	8.2
Other Sources	45,000	0.2	Closing Costs	432,492	1.7

Total Sources	$26,064,465	100.0%	Total Uses	$26,064,465	100.0%

(1)

TI/LC reserves are capped at $1,350,000.

(2)

Other upfront reserve represents an occupancy reserve to address near term rollover.

The following table presents certain information relating to the tenants at the 1117 Perimeter Center West Property:

Ten Largest Tenants Based on Underwritten Base Rent

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA		% of GLA			UW Base Rent		% of Total UW Base Rent			UW Base Rent $ per SF		Lease Expiration
Sedgwick Claims Management Services, Inc	NR / NR / NR		26,226		6.7	%		$497,245		8.4	%		$18.96	2/28/2017
Troy University	NR / NR / NR		15,409		3.9			384,042		6.5			24.92	9/30/2014
Arthur J. Gallagher & Co (2)	NR / NR / NR		9,999		2.6			224,799		3.8			22.48	5/31/2012
Moore Wallace North America, Inc	BB+ / Ba1 / BB+		10,783		2.8			194,094		3.3			18.00	12/31/2016
TransGaming Digital Home Inc (3)	NR / NR / NR		10,110		2.6			176,928		3.0			17.50	10/31/2014
John Snellings Insurance Agency, Inc.	NR / NR / NR		9,629		2.5			171,972		2.9			17.86	10/31/2016
The Stonehill Group	NR / NR / NR		11,444		2.9			160,216		2.7			14.00	11/19/2017
Accretive Solutions – Atlanta, Inc.	NR / NR / NR		5,981		1.5			151,463		2.6			25.32	4/30/2012
Kumar, Prabhu, Patel & Banerjee, LLC	NR / NR / NR		6,340		1.6			149,856		2.5			23.64	6/30/2015
Jabian, LLC	NR / NR / NR		8,599		2.2			149,107		2.5			17.34	5/31/2016
Ten Largest Tenants			114,520		29.3	%		$2,259,721		38.1	%		$19.73
Remaining Tenants			197,019		50.3			3,677,194		61.9			18.66
Vacant (4)			79,883		20.4			0		0.0			0.00
Total / Wtd. Avg. All Owned Tenants			391,422		100.0	%		$5,936,915		100.0	%		$19.06

(1)

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

(2)

Arthur J. Gallagher& Co has 236 SF (base rent of $10.17 psf) of storage space expiring on 1/31/2012 and 9,763 SF (base rent of $22.78 psf) expiring on 5/31/2012.

(3)

TransGaming Digital Home Inc. subleases 11,223 SF from TTI Team Telecom International LTD through 10/31/2011. TransGaming Digital Home Inc will downsize their space from 11,223 SF to 10,110 SF upon expiration of the sublease and enter into a new lease commencing on 11/1/2011 and ending on 10/31/2014.

(4)

Vacant space is based on underwritten rent roll. Actual occupancy was 81.4% as of 7/27/2011.

B-115

1117 PERIMETER CENTER WEST

The following table presents the lease rollover schedule at the 1117 Perimeter Center West Property, based on initial lease expiration dates:

Lease Expiration Schedule(1)(2)

Year Ending December 31,	Expiring Owned GLA		% of Owned GLA			Cumulative % of Owned GLA			UW Base Rent		% of Total UW Base Rent			UW Base Rent $ per SF		# of Expiring Tenants
MTM		8,852		2.3	%		2.3	%		$144,138		2.4	%		$16.28		5
2011		14,841		3.8			6.1	%		315,394		5.3			21.25		6
2012		52,874		13.5			19.6	%		1,074,612		18.1			20.32		20
2013		16,210		4.1			23.7	%		317,599		5.3			19.59		7
2014		84,096		21.5			45.2	%		1,755,124		29.6			20.87		21
2015		37,021		9.5			54.6	%		593,259		10.0			16.02		11
2016		51,863		13.2			67.9	%		938,368		15.8			18.09		10
2017		41,143		10.5			78.4	%		719,975		12.1			17.50		3
2018		0		0.0			78.4	%		0		0.0			0.00		0
2019		0		0.0			78.4	%		0		0.0			0.00		0
2020		0		0.0			78.4	%		0		0.0			0.00		0
2021		4,639		1.2			79.6	%		78,445		1.3			16.91		1
2022 & Thereafter		0		0.0			79.6	%		0		0.0			0.00		0
Vacant		79,883		20.4			100.0	%		0		0.0			0.00		0
Total / Wtd. Avg.		391,422		100.0	%					$5,936,915		100.0	%		$19.06		84

(1)

Calculated based on approximate square footage occupied by each Owned Tenant.

(2)

Lease Expiration Schedule based on underwritten rent roll. Occupancy is 81.4% based on 7/27/2011 rent roll.

The following table presents certain information relating to historical leasing at the 1117 Perimeter Center West Property:

Historical Leased %(1)

		2008		2009		2010
Owned Space		93.0%		88.0%		86.0%

(1)

As provided by the borrower which reflects average occupancy for the year.

n	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 1117 Perimeter Center West Property:

Cash Flow Analysis(1)

	2009			2010			TTM 4/30/2011			Underwritten(2)			Underwritten $ per SF
Base Rent		$6,492,074			$6,230,252			$5,984,560			$5,712,167			$14.59
Contractual Rent Steps		0			0			0			224,748			0.57
Gross Up Vacancy		0			0			0			1,598,756			4.08
Total Rent		$6,492,074			$6,230,252			$5,984,560			$7,535,671			$19.25
Total Reimbursables		361,728			302,508			254,539			171,888			0.44
Parking Income		0			0			0			0			0.00
Other Income		113,398			111,492			101,016			78,593			0.20
Less Vacancy & Credit Loss		(448,820	)		(410,958	)		(333,354	)		(1,598,756	)		(4.08	)
Effective Gross Income		$6,518,379			$6,233,293			$6,006,760			$6,187,396			$15.81

Total Operating Expenses		$3,449,653			$3,480,857			$3,473,144			$3,415,957			$8.73

Net Operating Income		$3,068,727			$2,752,436			$2,533,617			$2,771,439			$7.08
TI/LC		0			0			0			410,054			1.05
Capital Expenditures		0			0			0			78,284			0.20
Net Cash Flow		$3,068,727			$2,752,436			$2,533,617			$2,283,100			$5.83

(1)

(2)

Underwritten cash flow is based on the 6/1/2011 rent roll with rent steps through 3/31/2012.

B-116

LEHIGH VALLEY PORTFOLIO - GROUP 4

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	14	Originator		CGMRC
Location (City/State)	Various	Cut-off Date Principal Balance		$23,110,000
Property Type	Industrial	Cut-off Date Principal Balance per SF		$39.59
Size (SF)	583,750	Percentage of Initial Pool Balance		1.3%
Total Occupancy(1)	83.1%	Number of Related Mortgage Loans		2
Owned Occupancy(1)	83.1%	Type of Security		Fee Simple
Year Built / Latest Renovation	Various	Mortgage Rate		5.1600%
Appraised Value	$33,850,000	Original Term to Maturity (Months)(2)		60
		Original Amortization Term (Months)(2)		360
Underwritten Revenues	$4,680,740
Underwritten Expenses	$2,059,552	Escrows
Underwritten Net Operating Income (NOI)	$2,621,188		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$2,364,140	Taxes	$454,439	$66,718
Cut-off Date LTV Ratio	68.3%	Insurance	$0	$0
LTV Ratio at Maturity	65.3%	Replacement Reserves(3)	$437,800	$0
DSCR Based on Underwritten NOI / NCF	1.73x / 1.56x	TI/LC(4)	$1,723,500	$0
Debt Yield Based on Underwritten NOI / NCF	11.3% / 10.2%	Deferred Maintenance	$127,078	$0

Sources and Uses
	Sources	$	%	Uses	$	%
	Loan Amount	$23,110,000	67.4%	Purchase Price	$29,818,278	87.0%
	Sponsor Equity	10,609,587	30.9	Reserves	2,742,817	8.0
	Other Sources	562,000	1.6	Closing Costs	1,720,691	5.0

	Total Sources	$34,281,787	100.0%	Total Uses	$34,281,787	100.0%

(1)

Occupancy dates range from 5/8/2011 – 9/1/2011.

(2)

Interest-only for first 24 months.

(3)

Monthly deposits in an amount equal to $9,729.16 will be required if the balance of the replacement reserve falls below $116,750.

(4)

Monthly deposits in an amount equal to $17,512.50 will be required if the balance of the TI/LC reserve falls below $210,000.

The following table presents certain information relating to the Lehigh Valley Portfolio - Group 4 Properties:

Property Name

Property
Type

City

State

Total GLA

Occupancy

Year Built / Renovated

UW NCF

UW NCF
$ per SF

Lease
Expiration

57 South Commerce Way

Multi-Tenant

Bethlehem

76,400

86.9%

1989 / NAP

$244,803

$3.20

Various

754 Roble Road

Multi-Tenant

Allentown

46,800

69.2%

1987 / NAP

142,896

$3.05

Various

2202 Hangar Place

Single-Tenant

Allentown

66,495

100.0%

1982 / NAP

243,944

$3.67

6/30/2014

944 Marcon Boulevard

Multi-Tenant

Allentown

38,400

100.0%

1985 / NAP

258,045

$6.72

Various

2196 Avenue C

Single-Tenant

Bethlehem

31,140

100.0%

1980 / NAP

224,311

$7.20

6/30/2016

7355 William Avenue

Multi-Tenant

Allentown

43,425

100.0%

1988 / NAP

241,380

$5.56

Various

974 Marcon Boulevard

Multi-Tenant

Allentown

39,200

36.0%

1987 / NAP

59,745

$1.52

Various

964 Marcon Boulevard

Multi-Tenant

Allentown

39,200

67.3%

1986 / NAP

158,605

$4.05

Various

954 Marcon Boulevard

Single-Tenant

Allentown

30,140

100.0%

1982 / NAP

198,569

$6.59

8/31/2013

2201 Hangar Place

Multi-Tenant

Allentown

52,300

75.5%

1982 / NAP

93,313

$1.78

Various

7277 William Avenue(1)

Multi-Tenant

Allentown

41,040

100.0%

1989 / NAP

190,899

$4.65

Various

2041 Avenue C

Multi-Tenant

Bethlehem

30,400

52.6%

1987 / NAP

49,804

$1.64

Various

7562 Penn Drive

Multi-Tenant

Allentown

26,950

66.6%

1989 / NAP

100,747

$3.74

Various

764 Roble Road

Single-Tenant

Allentown

21,860

100.0%

1986 / NAP

157,079

$7.19

9/30/2018

Total / Wtd. Avg.

583,750

83.1%

$2,364,140

$4.05

(1)

Medstar Television, Inc (12,000 SF) did not renew their lease upon expiration on 8/31/2011. Medstar Television Inc is the second largest tenant at the 7277 William Avenue property, within the Lehigh Valley Portfolio - Group 4. Occupancy at the 7277 William Avenue property is 70.8% when Medstar Television Inc is excluded.

B-117

LEHIGH VALLEY PORTFOLIO - GROUP 4

The following table presents certain information relating to the tenants at the Lehigh Valley Portfolio - Group 4 Properties:

Ten Largest Tenants Based on Underwritten Base Rent

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA		% of GLA			UW Base Rent		% of Total UW Base Rent			UW Base Rent $ per SF		Lease Expiration
Telerx Marketing, Inc.(2)	A+/Aa3/AA		50,960		8.7	%		$363,155		11.8	%		$7.13	8/31/2013
The Wasserstrom Company(3)	NR / NR / NR		66,495		11.4			282,604		9.2			4.25	6/30/2014
Lehigh University(4)	NR / NR / NR		31,140		5.3			264,379		8.6			8.49	6/30/2016
Trugreen Limited Partnership	NR / B3 / B		21,860		3.7			167,229		5.4			7.65	9/30/2018
XO Communications, LLC	NR / NR / NR		14,100		2.4			165,675		5.4			11.75	12/31/2013
Kids in Cooperation Development Center, Inc.	NR / NR / NR		22,800		3.9			137,940		4.5			6.05	5/31/2014
Penn-Med Consultants, Inc	NR / NR / NR		11,200		1.9			126,896		4.1			11.33	1/31/2012
Penonni Associates, Inc	NR / NR / NR		16,000		2.7			117,120		3.8			7.32	6/30/2017
Teco-Westinghouse Motor Company	NR / NR / NR		24,340		4.2			113,181		3.7			4.65	9/30/2013
Duggan and Marcon, Inc.	NR / NR / NR		20,255		3.5			87,096		2.8			4.30	6/30/2012
Ten Largest Tenants			279,150		47.8	%		$1,825,275		59.2	%		$6.54
Remaining Tenants			206,080		35.3			1,260,174		40.8			6.11
Vacant			98,520		16.9			0		0.0			0.00
Total / Wtd. Avg. All Owned Tenants			583,750		100.0	%		$3,085,449		100.0	%		$6.36

(1)

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

(2)

The Telerx Marketing, Inc. lease is guaranteed by Merck.

(3)

The Wasserstrom Company may terminate its lease on 6/30/2013 provided (i) landlord has not given notice of default more than twice, (ii) no event of default exists under The Wasserstrom Company lease, (iii) The Wasserstrom Company gives 12 months written notice, and (iv) The Wasserstrom Company pays an early termination fee of $25,181.

(4)

Each year, Lehigh University has the option to terminate its lease in the event the Commonwealth of Pennsylvania Department of Education funding falls below $2,800,000 for the next fiscal year. The Commonwealth of Pennsylvania Department of Education’s funding is generally determined on or around June 30 of each year. Lehigh University must give notice to landlord on or before January 1 of the calendar year during which the termination is to be effective and the termination shall be effective as of the close of business on August 31 of the year in which the notice is given.

The following table presents the lease rollover schedule at the Lehigh Valley Portfolio - Group 4 Properties, based on initial lease expiration dates:

Lease Expiration Schedule(1)

Year Ending December 31,	Expiring Owned GLA		% of Owned GLA			Cumulative % of Owned GLA			UW Base Rent		% of Total UW Base Rent			UW Base Rent $ per SF		# of Expiring Tenants
MTM		0		0.0	%		0.0	%		$0		0.0	%		$0.00		0
2011		30,400		5.2			5.2	%		170,024		5.5			5.59		5
2012		97,020		16.6			21.8	%		665,730		21.6			6.86		14
2013		105,400		18.1			39.9	%		747,972		24.2			7.10		7
2014		122,420		21.0			60.9	%		620,251		20.1			5.07		7
2015		39,950		6.8			67.7	%		209,072		6.8			5.23		6
2016		52,180		8.9			76.6	%		388,051		12.6			7.44		3
2017		16,000		2.7			79.4	%		117,120		3.8			7.32		1
2018		21,860		3.7			83.1	%		167,229		5.4			7.65		1
2019		0		0.0			83.1	%		0		0.0			0.00		0
2020		0		0.0			83.1	%		0		0.0			0.00		0
2021		0		0.0			83.1	%		0		0.0			0.00		0
2022 & Thereafter		0		0.0			83.1	%		0		0.0			0.00		0
Vacant		98,520		16.9			100.0	%		0		0.0			0.00		0
Total / Wtd. Avg.		583,750		100.0	%					$3,085,449		100.0	%		$6.36		44

(1)

Calculated based on approximate square footage occupied by each Owned Tenant.

B-118

LEHIGH VALLEY PORTFOLIO - GROUP 4

The following table presents certain information relating to historical leasing at the Lehigh Valley Portfolio - Group 4 Properties:

Historical Leased %(1)

		2008		2009		2010
Owned Space		97.3%		94.8%		NAV

(1)

As provided by the borrower which reflects average occupancy for the year.

n	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 Lehigh Valley Portfolio - Group 4 Properties:

Cash Flow Analysis(1)

	2009		2010		Underwritten(2)			Underwritten $ per SF
Base Rent		$3,345,863		$3,349,244		$3,054,829			$5.23
Contractual Rent Steps		0		0		30,620			0.05
Gross Up Vacancy		0		0		952,341			1.63
Total Rent		$3,345,863		$3,349,244		$4,037,790			$6.92
Total Reimbursables		1,679,115		1,674,521		1,577,291			2.70
Parking Income		0		0		0			0.00
Other Income		10,543		15,389		18,000			0.03
Less Vacancy & Credit Loss		0		0		(952,341	)		(1.63	)
Effective Gross Income		$5,035,521		$5,039,154		$4,680,740			$8.02

Total Operating Expenses		$1,826,329		$1,853,550		$2,059,552			$3.53

Net Operating Income		$3,209,192		$3,185,604		$2,621,188			$4.49
TI/LC		0		0		167,922			0.29
Capital Expenditures		0		0		89,125			0.15
Net Cash Flow		$3,209,192		$3,185,604		$2,364,140			$4.05

(1)

(2)

Underwritten cash flow is based on rent rolls from 5/8/2011 – 9/1/2011 and includes rent steps through 10/1/2011.

B-119

HARRISON EXECUTIVE PARK

Mortgaged Property Information			Mortgage Loan Information
	Number of Mortgaged Properties	1	Originator		CGMRC
	Location (City/State)	Purchase, New York	Cut-off Date Principal Balance		$20,411,519
	Property Type	Office	Cut-off Date Principal Balance per SF		$126.95
	Size (SF)	160,779	Percentage of Initial Pool Balance		1.2%
	Total Occupancy as of 7/31/2011	86.6%	Number of Related Mortgage Loans		None
	Owned Occupancy as of 7/31/2011	86.6%	Type of Security		Fee Simple
	Year Built / Latest Renovation	1969 / 1990	Mortgage Rate		5.2600%
	Appraised Value	$32,500,000	Original Term to Maturity (Months)		120
			Original Amortization Term (Months)		360
	Underwritten Revenues	$4,196,644
	Underwritten Expenses	$1,996,050	Escrows
	Underwritten Net Operating Income (NOI)	$2,200,593		Upfront	Monthly
	Underwritten Net Cash Flow (NCF)	$1,951,685	Taxes	$57,420	$31,402
	Cut-off Date LTV Ratio	62.8%	Insurance	$0	$0
	LTV Ratio at Maturity	52.3%	Replacement Reserves	$0	$4,039
	DSCR Based on Underwritten NOI / NCF	1.62x / 1.44x	TI/LC(1)	$850,000	$0
	Debt Yield Based on Underwritten NOI / NCF	10.8% / 9.6%	Other(2)	$268,308	$0

Sources and Uses
	Sources	$	%	Uses	$	%
	Loan Amount	$20,500,000	98.7%	Loan Payoff	$14,546,467	70.1%
	Other	265,000	1.3	Sponsor Equity Distribution	4,364,039	21.0
				Reserves	1,175,728	5.7
				Closing Costs	678,766	3.3
	Total Sources	$20,765,000	100.0%	Total Uses	$20,765,000	100.0%

(1)

Monthly deposits in the amount of $13,398 will be required if the balance of the TI/LC reserve falls below $250,000. TI/LC reserves are capped at $500,000.

(2)

The other upfront reserve represents an environmental reserve ($100,000) and the TD Bank reserve ($168,308).

The following table presents certain information relating to the tenants at the Harrison Executive Park Property:

Ten Largest Tenants Based on Underwritten Base Rent

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA		% of GLA			UW Base Rent		% of Total UW Base Rent			UW Base Rent $ per SF		Lease Expiration
Century Tokyo Leasing (USA) Inc.	NR / NR / NR		14,254		8.9	%		$384,265		10.2	%		$26.96	4/30/2014
P. Kaufman (Folia)	NR / NR / NR		13,216		8.2			346,920		9.2			26.25	8/31/2013
Westchester Medical Group	NR / NR / NR		8,118		5.0			277,717		7.4			34.21	12/31/2014
TD Bank (Commerce) N.A.	AA- / A1 / AA-		10,222		6.4			250,440		6.7			24.50	4/30/2016
ENT & Allergy	NR / NR / NR		4,130		2.6			158,386		4.2			38.35	9/30/2012
Schultze Asset Mgmt.	NR / NR / NR		5,131		3.2			128,275		3.4			25.00	10/31/2011
American Heart Association	NR / NR / NR		5,288		3.3			118,980		3.2			22.50	9/30/2015
Lederman & Lederman	NR / NR / NR		5,171		3.2			118,933		3.2			23.00	2/28/2020
Mittelman, Abraham MD	NR / NR / NR		3,429		2.1			104,310		2.8			30.42	3/31/2019
Plastic & Reconstructive Surgery	NR / NR / NR		4,568		2.8			103,728		2.8			22.71	4/30/2018
Ten Largest Tenants			73,527		45.7	%		$1,991,954		53.1	%		$27.09
Remaining Tenants			65,687		40.9			1,761,848		46.9			26.82
Vacant			21,565		13.4			0		0.0			0.00
Total / Wtd. Avg. All Owned Tenants			160,779		100.0	%		$3,753,802		100.0	%		$26.96

(1)

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

B-120

HARRISON EXECUTIVE PARK

The following table presents the lease rollover schedule at the Harrison Executive Park Property, based on initial lease expiration dates:

Lease Expiration Schedule(1)

Year Ending December 31,	Expiring Owned GLA		% of Owned GLA			Cumulative % of Owned GLA			UW Base Rent		% of Total UW Base Rent			UW Base Rent $ per SF		# of Expiring Tenants
MTM		2,216		1.4	%		1.4	%		$0		0.0	%		$0.00		2
2011		15,035		9.4			10.7	%		417,303		11.1			27.76		6
2012		16,180		10.1			20.8	%		483,614		12.9			29.89		7
2013		21,211		13.2			34.0	%		570,386		15.2			26.89		8
2014		27,952		17.4			51.4	%		805,371		21.5			28.81		8
2015		9,528		5.9			57.3	%		234,583		6.2			24.62		4
2016		19,155		11.9			69.2	%		491,739		13.1			25.67		6
2017		3,206		2.0			71.2	%		83,974		2.2			26.19		2
2018		7,418		4.6			75.8	%		197,151		5.3			26.58		3
2019		8,419		5.2			81.1	%		241,173		6.4			28.65		3
2020		5,171		3.2			84.3	%		118,933		3.2			23.00		1
2021		0		0.0			84.3	%		0		0.0			0.00		1
2022 & Thereafter		3,723		2.3			86.6	%		109,575		2.9			29.43		2
Vacant		21,565		13.4			100.0	%		0		0.0			0.00		0
Total / Wtd. Avg.		160,779		100.0	%					$3,753,802		100.0	%		$26.96		53

(1)

Calculated based on approximate square footage occupied by each Owned Tenant.

The following table presents certain information relating to historical leasing at the Harrison Executive Park Property:

Historical Leased %(1)

		2008		2009		2010
Owned Space		92.6%		95.4%		94.1%

(1)

As provided by the borrower which reflects average economic occupancy for the year.

n	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 Harrison Executive Park Property:

Cash Flow Analysis(1)

	2009		2010		Underwritten(2)			Underwritten $ per SF
Base Rent		$3,868,727		$3,883,187		$3,682,234			$22.90
Contractual Rent Steps		0		0		71,569			0.45
Gross Up Vacancy		0		0		659,095			4.10
Total Rent		$3,868,727		$3,883,187		$4,412,897			$27.45
Total Reimbursables		659,397		676,746		573,958			3.57
Other Income		20,200		18,100		12,100			0.08
Less Vacancy & Mark-to-Market Adjustment		0		0		(802,312	)		(4.99	)
Effective Gross Income		$4,548,324		$4,578,033		$4,196,644			$26.10

Total Operating Expenses		$1,966,434		$1,959,346		$1,996,050			$12.41

Net Operating Income		$2,581,890		$2,618,687		$2,200,593			$13.69
TI/LC		0		0		200,438			1.25
Capital Expenditures		0		0		48,470			0.30
Net Cash Flow		$2,581,890		$2,618,687		$1,951,685			$12.14

(1)

(2)

Underwritten cash flow is based on the 3/31/2011 rent roll with rent steps through 1/1/2012.

B-121

SUMMARY OF CERTAIN RISK FACTORS

Investors should review the Prospectus Supplement and the Base Prospectus, including the description of risk factors contained in the Prospectus Supplement and the Base Prospectus, prior to making a decision to invest in the certificates offered by this Term Sheet. The Prospectus Supplement and the Base Prospectus will include more complete descriptions of the risks described below as well as additional risks relating to, among other things, risks related to specific mortgage loans and specific property types. Any decision to invest in the offered certificates should be made after reviewing the Prospectus Supplement and the Base Prospectus, conducting such investigations as the investor deems necessary and consulting the investor’s own legal, accounting and tax advisors in order to make an independent determination of the suitability and consequences of an investment in the offered certificates. Capitalized terms used but not defined in this Term Sheet shall have the respective meanings assigned to such terms in the Prospectus Supplement or, if not defined therein, in the Base Prospectus.

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

—

In recent years, the real estate and securitization markets, including the market for commercial mortgage-backed securities (“CMBS”), as well as global financial markets and the economy generally, have experienced significant dislocations, illiquidity and volatility. We cannot assure you that a dislocation in the CMBS market will not re-occur or become more severe.

n	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 that the yield to maturity and the aggregate amount and timing of distributions on the offered certificates are subject to material variability from period to period and give rise to the potential for significant loss over the life of the offered certificates.

—	An investment in the offered certificates 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.

n	The Offered Certificates Are Limited Obligations

—

The offered certificates, when issued, will represent beneficial interests in the issuing entity. The offered certificates will not represent an interest in, or obligation of, the sponsors, the depositor, the master servicer, the special servicer, the operating advisor, the certificate administrator, the trustee, the underwriters, or any of their respective affiliates, 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 the Prospectus Supplement. Payments on the offered certificates are expected to be derived from payments made by the borrowers on the mortgage loans.

n	Mortgage Loans Are Nonrecourse and Are Not Insured or Guaranteed

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

—

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

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

—

Your certificates will not be listed on any national securities exchange or traded on any automated quotation systems of any registered securities association, and there is currently no secondary market for your certificates. While we have been advised by the underwriters that one or more of them, or one or more of their affiliates, currently intend to make a market in the offered certificates, none of the underwriters has any obligation to do so, any market-making may be discontinued at any time, and we cannot assure you that an active secondary market for the offered certificates will develop.

—

The market value of the offered certificates will also be influenced by the supply of and demand for CMBS generally. The supply of CMBS will depend on, among other things, the amount of commercial and multifamily mortgage loans, whether newly originated or held in the portfolios that are available for securitization.

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

—

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

B-122

SUMMARY OF CERTAIN RISK FACTORS (continued)

—

Member States of the European Economic Area (“EEA”) are in the process of implementing new Article 122a of the Banking Consolidation Directive (Directive 2006/48/EC, as amended) (“Article 122a”), which applies to new securitizations issued on or after December 31, 2010 and in certain circumstances, to securitizations issued prior to that date. Among other provisions, Article 122a restricts investments by an EEA regulated credit institution (and in some cases, consolidated group entities) in securitizations that fail to comply with certain requirements concerning retention by the originator, sponsor or original lender of the securitized assets of a portion of the securitization’s credit risk. Additionally, Article 122a imposes a severe capital charge on a securitization’s securities acquired by an EEA regulated credit institution if that securitization fails to meet the requirements of Article 122a. None of the originators, the sponsors, the depositor or the issuing entity have taken, or intend to take, any steps to comply with the requirements of Article 122a. The fact that the offered certificates have not been structured to comply with Article 122a is likely to limit the ability of an EEA-regulated credit institution to purchase offered certificates, which in turn may adversely affect the liquidity of the offered certificates in the secondary market. This could adversely affect your ability to transfer offered certificates or the price you may receive upon your sale of offered certificates.

—

The Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in the United States requires that federal banking regulators amend their regulations such that capital charges imposed on banking institutions are determined to a lesser extent on the ratings of their investments. When such regulations are adopted, investments in CMBS by such institutions may result in greater capital charges to financial institutions that own CMBS, or otherwise adversely affect the treatment of CMBS for regulatory capital purposes.

—

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

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

n	Commercial, Multifamily and Manufactured Housing Community Lending is Dependent Upon Net Operating Income

—

The repayment of the mortgage loans in the pool will be dependent upon the ability of the related mortgaged property to produce cash flow through the collection of rents. However, net operating income can be volatile and may be insufficient to cover debt service on a mortgage loan at any given time. The performance and/or value of a particular income-producing real property will depend on a number of variables, including but not limited to property type, geographic location, competition and sponsorship.

n	Risks Resulting from Various Concentrations

—

The performance of the pool of mortgage loans may be adversely impacted as a result of (i) mortgage loans that account for a disproportionately large percentage of the pool’s aggregate principal balance, (ii) a concentration of mortgage loans secured by the same mortgaged property types, (iii) a concentration of mortgage loans secured by mortgaged properties located in a particular geographic area, (iv) a concentration of mortgage loans secured by mortgaged properties with the same tenant(s) and (v) a concentration of mortgage loans with the same borrower or related borrowers. The effect of loan pool losses will be more severe if the losses relate to mortgage loans that account for a disproportionately large percentage of the pool’s aggregate principal balance. Likewise, mortgaged properties in which a single tenant makes up a significant portion of the rental income are more susceptible to interruptions of cash flow if that tenant’s business operations are negatively impacted or if such tenant fails to renew its lease.

—

A concentration of related borrowers, mortgaged property types, tenant occupancy or mortgaged properties in similar geographic regions can pose increased risks because a decline in the financial condition of the corporate family of the related borrowers, in a particular industry or business or in a particular geographic area would have a disproportionately large impact on the pool of mortgage loans.

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

—

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 loan at that time. A borrower’s ability to repay a mortgage loan on its stated maturity date or anticipated repayment date, as applicable, typically will depend upon its ability either to refinance the mortgage loan or to sell the mortgaged property at a price sufficient to permit repayment.

n	The Timing of Prepayments and Repurchases May Change Your Anticipated Yield

—

We are not aware of any relevant publicly available or authoritative statistics with respect to the historical prepayment experiences of commercial mortgage loans, including both voluntary prepayments, if permitted, and involuntary prepayments, such as prepayments resulting from casualty or condemnation, defaults and liquidations or repurchases upon breaches of representations and warranties or purchases by a companion loan holder or mezzanine lender pursuant to a purchase option or sales of defaulted mortgage loans.

—	Any changes in the weighted average lives of your certificates may adversely affect your yield.

n	Sponsors May Be Unable to Fulfill Repurchase/Substitution Obligations

—

Each sponsor is the sole warranting party in respect of the mortgage loans sold by such sponsor to the Depositor and the sole party with repurchase/substitution obligations in connection with a material breach of representation and warranty or a material document deficiency. We cannot provide assurances that the applicable sponsor will have the financial ability to repurchase or substitute any mortgage loan sold by it in connection with either a material breach of the applicable sponsor’s representations and warranties or any material document defects.

B-123

SUMMARY OF CERTAIN RISK FACTORS (continued)

n	Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions

—

There may be pending or threatened legal proceedings against the borrowers and the managers of the mortgaged properties and their respective affiliates arising out of their ordinary business. Any such litigation may materially impair distributions to certificateholders if borrowers must use property income to pay judgments or litigation costs. We cannot assure you that any litigation or any settlement of any litigation will not have a material adverse effect on your investment.

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

—

Appraisals were obtained with respect to each of the mortgaged properties at or about the time of origination of the applicable mortgage loan by the related originator, or at or around the time of the acquisition of the mortgage loan by the related sponsor. In general, appraisals represent the analysis and opinion of qualified appraisers and are not guarantees of present or future value.

—

Prospective investors should consider that the information set forth in this Term Sheet regarding appraised values or loan-to-value ratios may not accurately reflect past, present or future market values of the mortgaged properties. Additionally, with respect to the appraisals setting forth assumptions as to the “as stabilized” values prospective investors should consider that those assumptions may not be accurate and that the “as stabilized” values may not be the values of the related mortgaged properties at maturity.

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

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

—

Although an environmental report was prepared for each mortgaged property securing a mortgage loan in connection with origination, it is possible that the environmental reports and/or supplemental “Phase II” sampling did not reveal all environmental liabilities, or that there are material environmental liabilities of which we are not aware. Also, the environmental condition of the mortgaged properties in the future could be affected by the activities of tenants or by third parties unrelated to the borrowers.

n	Availability of Earthquake, Flood and Other Insurance

—

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

—	Even if terrorism insurance is required by the loan documents for a mortgage loan, that requirement may be subject to a cap on the cost of the premium for terrorism insurance that a borrower is required to pay or a commercially reasonable standard on the availability of the insurance.

—	We cannot assure you that all of the mortgaged properties will be insured against the risks of terrorism and similar acts.

n	Risks Relating to a Bankruptcy of an Originator, a Sponsor or the Depositor, or a Receivership or Conservatorship of Goldman Sachs Bank USA

—

In the event of the bankruptcy or insolvency of an originator, a sponsor or the Depositor, or a receivership or conservatorship of Goldman Sachs Bank USA (“GS Bank”), it is possible that the issuing entity’s right to payment from or ownership of the mortgage loans could be challenged. If such challenge is successful, payments on the offered certificates would be reduced or delayed. Even if the challenge is not successful, payments on the offered certificates would be delayed while a court resolves the claim.

—

The Federal Deposit Insurance Corporation (the “FDIC”) has adopted a rule, substantially revised and effective January 1, 2011, establishing a safe harbor (the “FDIC Safe Harbor”) from its repudiation powers for securitizations meeting the requirements of the rule (12 C.F.R. § 360.6). The transfers of the applicable mortgage loans by Goldman Sachs Lending Partners LLC (“GSLP”), as an originator, to Goldman Sachs Mortgage Company (“GSMC”), as a sponsor, and by GSMC to the depositor, will not qualify for the FDIC Safe Harbor. However, those transfers are not transfers by a bank, and in any event, even if the FDIC Safe Harbor were applicable to those transfers, the FDIC Safe Harbor is non-exclusive. Additionally, an opinion of counsel will be rendered on the Closing Date to the effect that the transfers of the applicable mortgage loans by GSLP to GSMC, and by GSMC to the Depositor, would each generally be respected as a sale in the event of a bankruptcy or insolvency of GSLP or GSMC, as applicable, and therefore beyond the FDIC’s repudiation powers if GS Bank became subject to a receivership or conservatorship. Notwithstanding the foregoing, the FDIC, a creditor, 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 is successful, payments on the offered certificates would be reduced or delayed. Even if the challenge is not successful, payments on the offered certificates would be delayed while a court resolves the claim.

n	Potential Conflicts of Interest of the Sponsors, Underwriters, the Master Servicer, the Special Servicer, the Operating Advisor, the Controlling Class Representative and the Whole Loan Directing Holder

—

The sponsors, the underwriters, the master servicer, the special servicer, the operating advisor, the Controlling Class Representative, the Whole Loan Directing Holder or any of their respective affiliates may have interests when dealing with the mortgage loans that are in conflict with those of holders of the offered certificates, especially if the sponsors, the underwriters, the master servicer, the special servicer, the operating advisor, the Controlling Class Representative, the Whole Loan Directing Holder or any of their respective affiliates holds certificates or companion loans, or has financial interests in or other financial dealings with a borrower or an affiliate of the borrower. Each of these relationships may create a conflict of interest and should be considered carefully by you before you invest in any offered certificates.

B-124

SUMMARY OF CERTAIN RISK FACTORS (continued)

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

—

The anticipated initial investor in certain of the subordinate certificates (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 to request the removal, re-sizing or change in the expected repayment dates or other features of some or all of the mortgage loans. The mortgage pool as originally proposed by the sponsors was adjusted based on some of these requests. Actions of the B-Piece Buyer may be adverse to those of purchasers of classes of offered certificates.

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

—

The originators, the sponsors and their affiliates (including certain of the underwriters) expect to derive ancillary benefits from this offering of offered certificates and their respective incentives may not be aligned with those of purchasers of the offered certificates. The sponsors originated or purchased the mortgage loans in order to securitize the mortgage loans by means of a transaction such as the offering of the offered certificates. The sponsors will sell the applicable mortgage loans to the depositor (an affiliate of GSMC, one of the sponsors, and Goldman, Sachs & Co., one of the underwriters) on the Closing Date in exchange for cash, derived from the sale of certificates to investors, and/or in exchange for certificates. A completed offering would reduce the originators’ exposure to the mortgage loans. The originators made the mortgage loans with a view toward securitizing them and distributing the exposure by means of a transaction such as this offering of offered certificates. The offering of offered certificates will effectively transfer the originators’ exposure to the mortgage loans to purchasers of the offered certificates.

—

The originators are the mezzanine lenders under their respective mezzanine loans. On the closing date GSLP will be the lender on the companion loan. The originators may retain the mezzanine loans or the companion loan, as applicable. These transactions may cause the originators and their affiliates or their clients or counterparties who purchase the mezzanine loans or the companion loan, as applicable, to have economic interests and incentives that do not align with, and that may be directly contrary to, those of an investor in the certificates. In addition, these transactions or actions taken to maintain, adjust or unwind any positions in the future, may, individually or in the aggregate, have a material effect on the market for the certificates (if any), including adversely affecting the value of the certificates, particularly in illiquid markets. The originators, the sponsors and their affiliates will have no obligation to take, refrain from taking or cease taking any action with respect to the mezzanine loans or the companion loan, as applicable, based on the potential effect on an investor in the offered certificates, and may receive substantial returns from these transactions.

—

The originators, the sponsors and their affiliates expect to receive various benefits, including compensation, commissions, payments, rebates, remuneration and business opportunities in connection with or as a result of this offering of offered certificates and their interests in the mortgage loans.

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

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

—

The activities and interests of the underwriters and their respective affiliates (collectively, 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, they actively make markets in and trade financial instruments for their own account and for the accounts of customers.

—

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 offered certificates and other securities and instruments. Market making is an activity where the Underwriter Entities buy and sell on behalf of customers, or for their own account, to satisfy the expected demand of customers. By its nature, market making involves facilitating transactions among market participants that have differing views of securities and instruments. As a result, you should expect that the Underwriter Entities will take positions that are inconsistent with, or adverse to, the investment objectives of investors in the offered certificates.

—

If the Underwriter Entities becomes a holder of any of the certificates, through market-making activity or otherwise, any actions that they take in their capacity as a certificateholder, including voting, providing consents or otherwise will not necessarily be aligned with the interests of other holders of the same class or other classes of the certificates.

—

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 trustee, the certificate administrator or the operating advisor and will have no authority to advise the master servicer, the special servicer, the trustee, the certificate administrator or the operating advisor or to direct their actions.

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

n	Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates

—

Nationally recognized statistical rating organizations that were not engaged by the depositor to rate the offered certificates may nevertheless issue unsolicited credit ratings on one or more classes of offered certificates. If any such unsolicited ratings are issued, we cannot assure you that they will not be different from any ratings assigned by any rating agencies engaged by the depositor to rate the offered certificates. The issuance of unsolicited ratings by any nationally recognized statistical rating organization on one or more classes of the offered certificates that are different from ratings assigned by the rating agencies engaged by the depositor may adversely impact the liquidity, market value and regulatory characteristics of those offered certificates.

B-125

SUMMARY OF CERTAIN RISK FACTORS (continued)

n	Tax Considerations

—	The offered certificates, other than the class R certificates, will be treated as regular interests in a real estate mortgage investment conduit (a “REMIC”) for U.S. federal income tax purposes.

—	The class R certificates will be treated as “noneconomic residual interests” in two REMICs for U.S. federal income tax purposes. Investors in class R certificates will be required to include the taxable income or loss of each REMIC in determining their federal taxable income.

—	Special tax considerations may apply to certain types of investors. Prospective investors should consult their own tax advisors regarding tax implications of investment.

—	State and local income tax laws may differ substantially from the corresponding federal law. Prospective investors should consult with their own tax advisors with respect to the various state and local tax consequences of an investment in the certificates.

B-126

ANNEX C

MORTGAGE POOL INFORMATION

(THIS PAGE INTENTIONALLY LEFT BLANK)

Distribution of Loan Purpose

										Weighted						Weighted
					Percentage of					Average Debt						Average		Weighted			Weighted
	Number of				Aggregate			Average		Service			Weighted			Remaining		Average			Average
	Mortgage		Cut-Off Date		Cut-Off Date			Cut-Off Date		Coverage			Average			Terms to		Cut-Off Date			Maturity Date
Loan Purpose	Loans		Balance ($)		Balance			Balance ($)		Ratio			Mortgage Rate			Maturity (mos)		LTV			LTV
Refinance		47	$	1,377,759,445		78.9	%	$	29,314,031		1.68	x		5.402	%		102.8		61.9	%		53.2	%
Acquisition		27		367,456,362		21.1		$	13,609,495		1.81	x		5.314	%		84.1		59.7	%		54.0	%
Total/Avg./Wtd.Avg.		74	$	1,745,215,807		100.0	%	$	23,583,997		1.71	x		5.383	%		98.9		61.5	%		53.4	%

Distribution of Amortization Type (1)

										Weighted						Weighted
					Percentage of					Average Debt						Average		Weighted			Weighted
	Number of				Aggregate			Average		Service			Weighted			Remaining		Average			Average
	Mortgage		Cut-Off Date		Cut-Off Date			Cut-Off Date		Coverage			Average			Terms to		Cut-Off Date			Maturity Date
Amortization Type	Loans		Balance ($)		Balance			Balance ($)		Ratio			Mortgage Rate			Maturity (mos)		LTV			LTV
Amortizing (30 Years)		48	$	1,110,523,559		63.6	%	$	23,135,907		1.54	x		5.422	%		97.7		65.7	%		55.8	%
Amortizing (25 Years)		8		157,328,167		9.0		$	19,666,021		1.53	x		5.735	%		106.9		64.1	%		49.8	%
Amortizing (27 Years)		1		31,866,096		1.8		$	31,866,096		1.63	x		4.930	%		57.0		44.8	%		40.6	%
Amortizing (20 Years)		1		13,512,985		0.8		$	13,512,985		1.31	x		5.750	%		117.0		68.4	%		44.7	%
Interest Only		9		318,705,000		18.3		$	35,411,667		2.40	x		5.027	%		103.9		47.8	%		47.7	%
Interest Only, Then Amortizing (30 Years)(2)		6		66,610,000		3.8		$	11,101,667		1.59	x		5.375	%		79.5		61.3	%		57.2	%
Interest Only - ARD		1		46,670,000		2.7		$	46,670,000		2.13	x		5.923	%		115.0		53.8	%		53.8	%
Total/Avg./Wtd.Avg.		74	$	1,745,215,807		100.0	%	$	23,583,997		1.71	x		5.383	%		98.9		61.5	%		53.4	%

(1) All of the mortgage loans will have balloon payments at maturity or anticipated repayment date.

(2) Original partial interest only periods are all 24 months.

Distribution of Cut-Off Date Balances

										Weighted						Weighted
					Percentage of					Average Debt						Average		Weighted			Weighted
	Number of				Aggregate			Average		Service			Weighted			Remaining		Average			Average
Range of Cut-Off Date	Mortgage		Cut-Off Date		Cut-Off Date			Cut-Off Date		Coverage			Average			Terms to		Cut-Off Date			Maturity Date
Balances ($)	Loans		Balance ($)		Balance			Balance ($)		Ratio			Mortgage Rate			Maturity (mos)		LTV			LTV
1,819,614 - 4,999,999		11	$	41,548,209		2.4	%	$	3,777,110		1.62	x		5.644	%		81.5		67.5	%		60.0	%
5,000,000 - 9,999,999		17		131,803,315		7.6		$	7,753,136		1.51	x		5.733	%		108.0		64.6	%		55.4	%
10,000,000 - 14,999,999		19		238,565,789		13.7		$	12,556,094		1.95	x		5.359	%		91.6		58.6	%		49.9	%
15,000,000 - 19,999,999		7		118,994,979		6.8		$	16,999,283		1.46	x		5.433	%		82.9		71.8	%		62.6	%
20,000,000 - 39,999,999		11		319,392,941		18.3		$	29,035,722		1.56	x		5.542	%		101.4		65.3	%		56.3	%
40,000,000 - 59,999,999		3		147,001,395		8.4		$	49,000,465		2.60	x		5.237	%		116.0		51.2	%		47.2	%
60,000,000 - 79,999,999		1		60,804,936		3.5		$	60,804,936		1.67	x		5.200	%		117.0		54.5	%		45.3	%
80,000,000 - 99,999,999		2		188,686,812		10.8		$	94,343,406		1.60	x		5.428	%		84.9		62.9	%		49.0	%
100,000,000 - 119,999,999		1		119,502,551		6.8		$	119,502,551		1.48	x		5.450	%		56.0		68.3	%		63.7	%
120,000,000 - 198,914,881		2		378,914,881		21.7		$	189,457,440		1.64	x		5.142	%		116.0		57.1	%		51.5	%
Total/Avg./Wtd.Avg.		74	$	1,745,215,807		100.0	%	$	23,583,997		1.71	x		5.383	%		98.9		61.5	%		53.4	%

Min	$	1,819,614
Max	$	198,914,881
Average	$	23,583,997

C-1

Distribution of Debt Service Coverage Ratios

											Weighted						Weighted
						Percentage of					Average Debt						Average		Weighted			Weighted
	Number of					Aggregate			Average		Service			Weighted			Remaining		Average			Average
Range of Debt Service	Mortgage			Cut-Off Date		Cut-Off Date			Cut-Off Date		Coverage			Average			Terms to		Cut-Off Date			Maturity Date
Coverage Ratios (x)	Loans			Balance ($)		Balance			Balance ($)		Ratio			Mortgage Rate			Maturity (mos)		LTV			LTV
1.27 - 1.29		1		$	16,064,681		0.9	%	$	16,064,681		1.27	x		6.160	%		115.0		66.8	%		57.2	%
1.30 - 1.39		14			353,264,546		20.2		$	25,233,182		1.37	x		5.350	%		111.3		65.8	%		54.9	%
1.40 - 1.49		13			357,485,760		20.5		$	27,498,905		1.46	x		5.571	%		90.1		67.4	%		58.1	%
1.50 - 1.59		14			221,174,147		12.7		$	15,798,153		1.54	x		5.729	%		98.1		69.4	%		58.8	%
1.60 - 1.69		7			143,460,383		8.2		$	20,494,340		1.65	x		5.227	%		93.2		55.5	%		47.7	%
1.70 - 1.89		11			221,909,299		12.7		$	20,173,573		1.76	x		5.232	%		80.9		64.0	%		52.0	%
1.90 - 2.09		5			246,481,990		14.1		$	49,296,398		1.93	x		5.177	%		116.6		51.0	%		48.6	%
2.10 - 3.59		9			185,375,000		10.6		$	20,597,222		2.80	x		5.181	%		94.0		47.2	%		47.0	%
Total/Avg./Wtd.Avg.		74		$	1,745,215,807		100.0	%	$	23,583,997		1.71	x		5.383	%		98.9		61.5	%		53.4	%

Min		1.27	x
Max		3.59	x
Weighted Average		1.71	x

Distribution of Mortgage Loan Rates

											Weighted						Weighted
						Percentage of					Average Debt						Average		Weighted			Weighted
	Number of					Aggregate			Average		Service			Weighted			Remaining		Average			Average
Range of Mortgage	Mortgage			Cut-Off Date		Cut-Off Date			Cut-Off Date		Coverage			Average			Terms to		Cut-off Date			Maturity Date
Loan Rates (%)	Loans			Balance ($)		Balance			Balance ($)		Ratio			Mortgage Rate			Maturity (mos)		LTV			LTV
4.188 - 4.499		2		$	26,280,000		1.5	%	$	13,140,000		3.01	x		4.254	%		56.1		49.1	%		49.1	%
4.500 - 4.749		3			29,143,545		1.7		$	9,714,515		1.54	x		4.616	%		56.8		72.4	%		67.1	%
4.750 - 4.999		4			144,714,077		8.3		$	36,178,519		2.47	x		4.916	%		98.1		50.4	%		44.8	%
5.000 - 5.249		12			674,680,969		38.7		$	56,223,414		1.71	x		5.128	%		99.7		58.2	%		50.8	%
5.250 - 5.499		15			300,964,984		17.2		$	20,064,332		1.51	x		5.382	%		79.6		67.3	%		60.2	%
5.500 - 5.749		13			167,472,495		9.6		$	12,882,500		1.55	x		5.630	%		114.3		63.3	%		53.9	%
5.750 - 5.999		13			248,503,446		14.2		$	19,115,650		1.59	x		5.865	%		110.1		64.2	%		53.6	%
6.000 - 6.249		5			75,595,631		4.3		$	15,119,126		1.68	x		6.168	%		114.8		64.4	%		53.2	%
6.250 - 6.950		7			77,860,660		4.5		$	11,122,951		1.52	x		6.301	%		112.9		72.0	%		60.5	%
Total/Avg./Wtd.Avg.		74		$	1,745,215,807		100.0	%	$	23,583,997		1.71	x		5.383	%		98.9		61.5	%		53.4	%

Min		4.188	%
Max		6.950	%
Weighted Average		5.383	%

C-2


Distribution of Cut-Off Date Loan-to-Value Ratios

											Weighted						Weighted
						Percentage of					Average Debt						Average		Weighted			Weighted
	Number of					Aggregate			Average		Service			Weighted			Remaining		Average			Average
Range of Cut-Off Date	Mortgage			Cut-Off Date		Cut-Off Date			Cut-Off Date		Coverage			Average			Terms to		Cut-Off Date			Maturity Date
Loan-to-Value Ratios (%)	Loans			Balance ($)		Balance			Balance ($)		Ratio			Mortgage Rate			Maturity (mos)		LTV			LTV
38.6 - 44.9		4		$	113,985,740		6.5	%	$	28,496,435		2.75	x		5.075	%		92.6		41.5	%		39.8	%
45.0 - 49.9		3			29,550,000		1.7		$	9,850,000		2.61	x		4.894	%		69.6		47.0	%		45.6	%
50.0 - 54.9		11			366,205,499		21.0		$	33,291,409		1.96	x		5.239	%		111.3		51.6	%		49.3	%
55.0 - 59.9		3			52,236,653		3.0		$	17,412,218		1.91	x		5.245	%		102.8		56.8	%		45.5	%
60.0 - 64.9		15			555,425,662		31.8		$	37,028,377		1.51	x		5.302	%		104.0		63.2	%		51.2	%
65.0 - 69.9		17			359,411,203		20.6		$	21,141,835		1.51	x		5.677	%		87.1		67.8	%		59.4	%
70.0 - 74.9		20			256,455,926		14.7		$	12,822,796		1.48	x		5.549	%		91.0		73.6	%		63.7	%
75.0 - 75.5		1			11,945,124		0.7		$	11,945,124		1.40	x		5.952	%		115.0		75.5	%		64.3	%
Total/Avg./Wtd.Avg.		74		$	1,745,215,807		100.0	%	$	23,583,997		1.71	x		5.383	%		98.9		61.5	%		53.4	%

Min		38.6	%
Max		75.5	%
Weighted Average		61.5	%


Distribution of Maturity Date Loan-to-Value Ratios(1)

											Weighted						Weighted
						Percentage of					Average Debt						Average		Weighted			Weighted
	Number of					Aggregate			Average		Service			Weighted			Remaining		Average			Average
Range of Maturity Date	Mortgage			Cut-Off Date		Cut-Off Date			Cut-Off Date		Coverage			Average			Terms to		Cut-off Date			Maturity Date
Loan-to-Value Ratios (%)	Loans			Balance ($)		Balance			Balance ($)		Ratio			Mortgage Rate			Maturity (mos)		LTV			LTV
35.3 - 39.9		3		$	34,669,514		2.0	%	$	11,556,505		2.06	x		5.430	%		74.2		44.9	%		37.5	%
40.0 - 44.9		8			145,029,644		8.3		$	18,128,706		2.42	x		5.154	%		103.0		46.9	%		41.7	%
45.0 - 49.9		12			392,920,330		22.5		$	32,743,361		1.74	x		5.316	%		97.8		60.3	%		48.0	%
50.0 - 54.9		14			599,386,908		34.3		$	42,813,351		1.70	x		5.263	%		112.8		57.9	%		52.1	%
55.0 - 59.9		16			183,367,011		10.5		$	11,460,438		1.52	x		5.884	%		107.8		68.9	%		57.6	%
60.0 - 64.9		11			271,478,108		15.6		$	24,679,828		1.49	x		5.627	%		83.0		71.0	%		63.1	%
65.0 - 70.4		10			118,364,292		6.8		$	11,836,429		1.51	x		5.152	%		56.7		72.5	%		67.9	%
Total/Avg./Wtd.Avg.		74		$	1,745,215,807		100.0	%	$	23,583,997		1.71	x		5.383	%		98.9		61.5	%		53.4	%

Min		35.3	%
Max		70.4	%
Weighted Average		53.4	%

(1) Maturity Date Loan-to-Value ratio is calculated on the basis of the "as-stabilized" appraised value for 9 of the mortgage loans.

C-3

Distribution of Original Terms to Maturity

										Weighted						Weighted
					Percentage of					Average Debt						Average		Weighted			Weighted
	Number of				Aggregate			Average		Service			Weighted			Remaining		Average			Average
Original	Mortgage		Cut-Off Date		Cut-Off Date			Cut-Off Date		Coverage			Average			Terms to		Cut-Off Date			Maturity Date
Terms to Maturity (mos)	Loans		Balance ($)		Balance			Balance ($)		Ratio			Mortgage Rate			Maturity (mos)		LTV			LTV
60		25	$	495,914,663		28.4	%	$	19,836,587		1.73	x		5.156	%		56.3		63.8	%		57.3	%
120		49		1,249,301,144		71.6		$	25,495,942		1.70	x		5.473	%		115.7		60.5	%		51.8	%
Total/Avg./Wtd.Avg.		74	$	1,745,215,807		100.0	%	$	23,583,997		1.71	x		5.383	%		98.9		61.5	%		53.4	%

Min	60 months
Max	120 months
Weighted Average	103 months

Distribution of Remaining Terms to Maturity

										Weighted						Weighted
					Percentage of					Average Debt						Average		Weighted			Weighted
	Number of				Aggregate			Average		Service			Weighted			Remaining		Average			Average
Range of Remaining	Mortgage		Cut-Off Date		Cut-Off Date			Cut-Off Date		Coverage			Average			Terms to		Cut-off Date			Maturity Date
Terms to Maturity (mos)	Loans		Balance ($)		Balance			Balance ($)		Ratio			Mortgage Rate			Maturity (mos)		LTV			LTV
53 - 58		25	$	495,914,663		28.4	%	$	19,836,587		1.73	x		5.156	%		56.3		63.8	%		57.3	%
113 - 118		49		1,249,301,144		71.6		$	25,495,942		1.70	x		5.473	%		115.7		60.5	%		51.8	%
Total/Avg./Wtd.Avg.		74	$	1,745,215,807		100.0	%	$	23,583,997		1.71	x		5.383	%		98.9		61.5	%		53.4	%

Min	53 months
Max	118 months
Weighted Average	99 months

C-4

Distribution of Original Amortization Terms(1)

										Weighted						Weighted
					Percentage of					Average Debt						Average		Weighted			Weighted
	Number of				Aggregate			Average		Service			Weighted			Remaining		Average			Average
Range of Original	Mortgage		Cut-Off Date		Cut-Off Date			Cut-Off Date		Coverage			Average			Terms to		Cut-Off Date			Maturity Date
Amortization Terms	Loans		Balance ($)		Balance			Balance ($)		Ratio			Mortgage Rate			Maturity (mos)		LTV			LTV
Interest Only		10	$	365,375,000		20.9	%	$	36,537,500		2.36	x		5.141	%		105.3		48.6	%		48.5	%
240 - 300		9		170,841,151		9.8		$	18,982,350		1.51	x		5.736	%		107.7		64.4	%		49.4	%
301 - 360		55		1,208,999,656		69.3		$	21,981,812		1.54	x		5.407	%		95.7		64.9	%		55.4	%
Total/Avg./Wtd.Avg.		74	$	1,745,215,807		100.0	%	$	23,583,997		1.71	x		5.383	%		98.9		61.5	%		53.4	%

Min	240 months
Max	360 months
Weighted Average	351 months

(1) All of the mortgage loans will have balloon payments at maturity or anticipated repayment date.

Distribution of Remaining Amortization Terms(1)

										Weighted						Weighted
					Percentage of					Average Debt						Average		Weighted			Weighted
	Number of				Aggregate			Average		Service			Weighted			Remaining		Average			Average
Range of Remaining	Mortgage		Cut-Off Date		Cut-Off Date			Cut-Off Date		Coverage			Average			Terms to		Cut-off Date			Maturity Date
Amortization Terms	Loans		Balance ($)		Balance			Balance ($)		Ratio			Mortgage Rate			Maturity (mos)		LTV			LTV
Interest Only		10	$	365,375,000		20.9	%	$	36,537,500		2.36	x		5.141	%		105.3		48.6	%		48.5	%
237 - 300		9		170,841,151		9.8		$	18,982,350		1.51	x		5.736	%		107.7		64.4	%		49.4	%
301 - 360		55		1,208,999,656		69.3		$	21,981,812		1.54	x		5.407	%		95.7		64.9	%		55.4	%
Total/Avg./Wtd.Avg.		74	$	1,745,215,807		100.0	%	$	23,583,997		1.71	x		5.383	%		98.9		61.5	%		53.4	%

Min	237 months
Max	360 months
Weighted Average	347 months

(1) All of the mortgage loans will have balloon payments at maturity or anticipated repayment date.

C-5

Distribution of Original Partial Interest Only Periods

										Weighted						Weighted
					Percentage of					Average Debt						Average		Weighted			Weighted
	Number of				Aggregate			Average		Service			Weighted			Remaining		Average			Average
Original Partial Interest-Only	Mortgage		Cut-Off Date		Cut-Off Date			Cut-Off Date		Coverage			Average			Terms to		Cut-Off Date			Maturity Date
Periods (mos)	Loans		Balance ($)		Balance			Balance ($)		Ratio			Mortgage Rate			Maturity (mos)		LTV			LTV
24		6	$	66,610,000		3.8	%	$	11,101,667		1.59	x		5.375	%		79.5		61.3	%		57.2	%

Distribution of Prepayment Provisions

										Weighted						Weighted
					Percentage of					Average Debt						Average		Weighted			Weighted
	Number of				Aggregate			Average		Service			Weighted			Remaining		Average			Average
	Mortgage		Cut-Off Date		Cut-Off Date			Cut-Off Date		Coverage			Average			Terms to		Cut-Off Date			Maturity Date
Prepayment Provisions	Loans		Balance ($)		Balance			Balance ($)		Ratio			Mortgage Rate			Maturity (mos)		LTV			LTV
Defeasance(1)		72	$	1,721,240,807		98.6	%	$	23,906,122		1.70	x		5.387	%		99.5		61.7	%		53.5	%
Defeasance or Yield Maintenance		1		13,275,000		0.8		$	13,275,000		2.29	x		5.160	%		58.0		38.6	%		38.6	%
Yield Maintenance		1		10,700,000		0.6		$	10,700,000		2.78	x		5.100	%		54.0		48.6	%		48.6	%
Total/Wtd.Avg.		74	$	1,745,215,807		100.0	%	$	23,583,997		1.71	x		5.383	%		98.9		61.5	%		53.4	%

(1) One mortgage loan, representing 2.0% of the aggregate Cut-Off Date Balance, which permits prepayment, subject to the greater of a yield maintenance charge or 1% of the prepaid amount, in the event lender approval and/or rating agency confirmation cannot be obtained in connection with an assumption of the mortgage loan.

C-6

Distribution of Debt Yields on Underwritten Net Operating Income

											Weighted						Weighted
						Percentage of					Average Debt						Average		Weighted			Weighted
	Number of					Aggregate			Average		Service			Weighted			Remaining		Average			Average
Range of Debt Yields on	Mortgage			Cut-Off Date		Cut-Off Date			Cut-Off Date		Coverage			Average			Terms to		Cut-Off Date			Maturity Date
Underwritten Net Operating Income (%)	Loans			Balance ($)		Balance			Balance ($)		Ratio			Mortgage Rate			Maturity (mos)		LTV			LTV
9.1 - 9.9		10		$	477,627,998		27.4	%	$	47,762,800		1.58	x		5.174	%		113.4		59.8	%		53.2	%
10.0 - 10.9		13			263,684,890		15.1		$	20,283,453		1.45	x		5.507	%		84.8		67.6	%		60.1	%
11.0 - 11.9		11			206,059,762		11.8		$	18,732,706		1.55	x		5.422	%		95.0		66.1	%		58.1	%
12.0 - 12.9		14			332,466,822		19.1		$	23,747,630		1.61	x		5.603	%		104.1		61.9	%		50.3	%
13.0 - 13.9		14			253,848,577		14.5		$	18,132,041		1.84	x		5.379	%		77.0		61.3	%		52.4	%
14.0 - 14.9		9			131,983,114		7.6		$	14,664,790		2.03	x		5.444	%		104.0		59.3	%		50.5	%
15.0 - 19.1		3			79,544,644		4.6		$	26,514,881		3.28	x		5.123	%		107.4		41.6	%		40.8	%
Total/Avg./Wtd.Avg.		74		$	1,745,215,807		100.0	%	$	23,583,997		1.71	x		5.383	%		98.9		61.5	%		53.4	%

Min		9.1	%
Max		19.1	%
Weighted Average		11.8	%

Distribution of Debt Yields on Underwritten Net Cash Flow

											Weighted						Weighted
						Percentage of					Average Debt						Average		Weighted			Weighted
	Number of					Aggregate			Average		Service			Weighted			Remaining		Average			Average
Range of Debt Yields on	Mortgage			Cut-Off Date		Cut-Off Date			Cut-Off Date		Coverage			Average			Terms to		Cut-Off Date			Maturity Date
Underwritten Net Cash Flow (%)	Loans			Balance ($)		Balance			Balance ($)		Ratio			Mortgage Rate			Maturity (mos)		LTV			LTV
8.7 - 9.9		19		$	594,471,714		34.1	%	$	31,287,985		1.54	x		5.238	%		110.1		61.4	%		54.5	%
10.0 - 10.9		17			353,073,500		20.2		$	20,769,029		1.50	x		5.518	%		84.2		68.4	%		60.5	%
11.0 - 11.9		15			445,330,014		25.5		$	29,688,668		1.62	x		5.450	%		94.0		62.1	%		50.0	%
12.0 - 12.9		14			201,900,122		11.6		$	14,421,437		2.01	x		5.445	%		100.6		56.1	%		50.0	%
13.0 - 13.9		5			57,895,814		3.3		$	11,579,163		2.09	x		5.695	%		102.7		62.1	%		54.0	%
14.0 - 17.9		4			92,544,644		5.3		$	23,136,161		3.18	x		5.155	%		100.0		43.1	%		42.1	%
Total/Avg./Wtd.Avg.		74		$	1,745,215,807		100.0	%	$	23,583,997		1.71	x		5.383	%		98.9		61.5	%		53.4	%

Min		8.7	%
Max		17.9	%
Weighted Average		10.9	%

C-7

Distribution of Lockbox Type

					Percentage of
	Number of				Aggregate
	Mortgage		Cut-Off Date		Cut-Off Date
Lockbox Type	Loans		Balance ($)		Balance
Hard		46	$	1,342,235,558		76.9	%
Springing		16		270,168,167		15.5
Soft		11		113,660,949		6.5
None		1		19,151,133		1.1
Total/Avg.		74	$	1,745,215,807		100.0	%

Distribution of Escrows

					Percentage of
	Number of				Aggregate
	Mortgage		Cut-Off Date		Cut-Off Date
Escrow Type	Loans		Balance ($)		Balance
Replacement Reserves(1)		64	$	1,278,794,467		73.3	%
Real Estate Tax		66	$	1,251,077,157		71.7	%
Insurance		52	$	917,389,529		52.6	%
TI/LC(2)		33	$	658,133,524		53.3	%

(1) Includes mortgage loans with FF&E reserves.
(2) Percentage of total office, retail, mixed use and industrial properties only.

C-8

Distribution of Property Types

										Weighted						Weighted
					Percentage of					Average Debt						Average		Weighted			Weighted
	Number of				Aggregate			Average		Service			Weighted			Remaining		Average			Average
	Mortgaged		Cut-Off Date		Cut-Off Date			Cut-Off Date		Coverage			Average			Terms to		Cut-Off Date			Maturity Date
Property Types	Properties		Balance ($)(1)		Balance			Balance ($)		Ratio			Mortgage Rate			Maturity (mos)		LTV			LTV
Retail		59	$	933,326,778		53.5	%	$	15,819,098		1.68	x		5.343	%		111.1		60.2	%		52.2	%
Retail Regional Mall		4		369,661,871		21.2		$	92,415,468		1.50	x		5.323	%		114.7		62.8	%		50.9	%
Retail Single Tenant Retail		27		244,752,721		14.0		$	9,064,916		1.99	x		5.141	%		108.9		50.9	%		50.3	%
Retail Anchored		19		176,753,464		10.1		$	9,302,814		1.67	x		5.510	%		102.6		65.7	%		57.5	%
Retail Unanchored		7		74,055,164		4.2		$	10,579,309		1.58	x		5.779	%		115.3		67.6	%		57.2	%
Retail Lifestyle Center		1		60,804,936		3.5		$	60,804,936		1.67	x		5.200	%		117.0		54.5	%		45.3	%
Retail Shadow Anchored		1		7,298,622		0.4		$	7,298,622		1.51	x		5.833	%		118.0		74.9	%		63.3	%
Office		16	$	257,384,135		14.7	%	$	16,086,508		2.11	x		5.392	%		96.9		58.8	%		53.3	%
Office General Suburban		13		224,310,870		12.9		$	17,254,682		2.14	x		5.353	%		101.3		58.3	%		52.6	%
Office CBD		2		17,673,336		1.0		$	8,836,668		2.20	x		5.392	%		78.5		56.4	%		52.3	%
Office Flex		1		15,399,929		0.9		$	15,399,929		1.56	x		5.960	%		53.0		68.6	%		64.6	%
Multifamily		16	$	236,337,908		13.5	%	$	14,771,119		1.46	x		5.529	%		82.6		66.0	%		58.4	%
Multifamily Student Housing		5		131,690,147		7.5		$	26,338,029		1.47	x		5.452	%		61.5		67.6	%		62.6	%
Multifamily Garden		11		104,647,762		6.0		$	9,513,433		1.44	x		5.626	%		109.2		64.0	%		53.2	%
Hospitality		11	$	232,458,037		13.3	%	$	21,132,549		1.66	x		5.347	%		74.2		63.8	%		51.2	%
Hospitality Full Service		4		153,179,650		8.8		$	38,294,912		1.70	x		5.006	%		56.8		59.7	%		47.6	%
Hospitality Limited Service		7		79,278,387		4.5		$	11,325,484		1.57	x		6.006	%		107.8		71.5	%		58.0	%
Manufactured Housing		6	$	28,620,326		1.6	%	$	4,770,054		1.61	x		6.154	%		98.6		66.2	%		58.3	%
Industrial		15	$	27,946,000		1.6	%	$	1,863,067		1.80	x		5.012	%		56.2		65.5	%		63.0	%
Industrial Flex		14		23,110,000		1.3		$	1,650,714		1.56	x		5.160	%		56.0		68.3	%		65.3	%
Industrial Warehouse/Distribution		1		4,836,000		0.3		$	4,836,000		2.92	x		4.305	%		57.0		52.2	%		52.2	%
Self Storage		3	$	11,993,668		0.7	%	$	3,997,889		1.38	x		5.267	%		94.0		70.3	%		61.1	%
Mixed Use		1	$	9,412,855		0.5	%	$	9,412,855		1.33	x		5.890	%		113.0		63.6	%		54.1	%
Ground Leased Land		2	$	7,736,100		0.4	%	$	3,868,050		2.87	x		4.647	%		70.9		47.4	%		47.4	%
Total/Avg./Wtd. Avg.		129	$	1,745,215,807		100.0	%	$	13,528,805		1.71	x		5.383	%		98.9		61.5	%		53.4	%

(1) Calculated based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.

C-9

Geographic Distribution

										Weighted						Weighted
					Percentage of					Average Debt						Average		Weighted			Weighted
	Number of				Aggregate			Average		Service			Weighted			Remaining		Average			Average
Geographic Distribution	Mortgaged		Cut-Off Date		Cut-Off Date			Cut-Off Date		Coverage			Average			Terms to		Cut-Off Date			Maturity Date
Property State	Properties		Balance ($)(1)		Balance			Balance ($)		Ratio			Mortgage Rate			Maturity (mos)		LTV			LTV
New York		10	$	332,226,041		19.0	%	$	33,222,604		1.81	x		5.204	%		112.9		54.4	%		50.4	%
Texas		15		221,072,512		12.7		$	14,738,167		1.58	x		5.670	%		92.0		64.0	%		54.4	%
Arizona		4		213,230,050		12.2		$	53,307,513		1.42	x		5.182	%		112.0		63.1	%		52.2	%
California		4		136,622,915		7.8		$	34,155,729		2.50	x		5.196	%		116.3		48.2	%		43.1	%
Massachusetts		1		94,683,253		5.4		$	94,683,253		1.73	x		5.009	%		57.0		62.7	%		49.5	%
Virginia		7		82,867,054		4.7		$	11,838,151		1.48	x		5.620	%		78.5		68.3	%		61.7	%
Florida		6		70,898,697		4.1		$	11,816,449		2.03	x		5.885	%		101.6		61.7	%		56.5	%
Illinois		5		57,837,367		3.3		$	11,567,473		1.49	x		5.699	%		107.0		65.6	%		56.2	%
Kentucky		2		57,611,826		3.3		$	28,805,913		1.71	x		4.968	%		100.4		66.5	%		51.4	%
Pennsylvania		18		57,115,328		3.3		$	3,173,074		1.70	x		5.130	%		71.8		65.0	%		60.3	%
Georgia		5		51,542,314		3.0		$	10,308,463		1.64	x		5.289	%		72.5		63.0	%		57.9	%
Washington		2		41,027,550		2.4		$	20,513,775		1.60	x		5.035	%		70.2		50.7	%		44.8	%
West Virginia		2		39,821,244		2.3		$	19,910,622		1.48	x		5.510	%		65.8		69.3	%		63.6	%
Tennessee		4		37,155,491		2.1		$	9,288,873		1.62	x		6.164	%		117.8		72.4	%		60.1	%
North Carolina		3		31,642,564		1.8		$	10,547,521		1.36	x		5.620	%		116.8		74.5	%		61.7	%
Ohio		8		24,719,955		1.4		$	3,089,994		1.50	x		5.810	%		91.9		69.1	%		61.7	%
New Mexico		2		24,461,710		1.4		$	12,230,855		1.57	x		5.397	%		84.8		71.5	%		62.4	%
South Carolina		3		24,186,071		1.4		$	8,062,024		1.94	x		5.654	%		114.9		59.8	%		55.0	%
Michigan		7		23,542,395		1.3		$	3,363,199		1.83	x		5.316	%		97.1		62.9	%		48.4	%
Connecticut		2		23,150,667		1.3		$	11,575,334		1.52	x		5.308	%		116.0		63.1	%		52.6	%
Maryland		1		18,921,909		1.1		$	18,921,909		1.45	x		5.490	%		116.0		72.2	%		60.6	%
Alaska		1		13,645,977		0.8		$	13,645,977		1.53	x		6.100	%		117.0		68.2	%		46.9	%
Mississippi		2		13,466,094		0.8		$	6,733,047		1.53	x		6.250	%		117.0		71.2	%		56.8	%
Alabama		2		10,416,648		0.6		$	5,208,324		1.71	x		4.554	%		57.0		71.9	%		66.6	%
Colorado		1		8,428,777		0.5		$	8,428,777		1.48	x		6.250	%		117.0		70.8	%		58.7	%
Nevada		2		7,666,766		0.4		$	3,833,383		1.35	x		5.260	%		116.0		68.6	%		57.1	%
Arkansas		1		5,810,000		0.3		$	5,810,000		3.13	x		4.188	%		55.0		45.1	%		45.1	%
Oregon		1		4,971,692		0.3		$	4,971,692		1.64	x		5.810	%		116.0		61.4	%		47.5	%
Maine		1		4,476,625		0.3		$	4,476,625		1.45	x		6.290	%		54.0		74.6	%		70.4	%
Kansas		1		2,907,600		0.2		$	2,907,600		2.13	x		5.923	%		115.0		53.8	%		53.8	%
Missouri		2		2,799,900		0.2		$	1,399,950		2.13	x		5.923	%		115.0		53.8	%		53.8	%
New Jersey		2		2,423,100		0.1		$	1,211,550		2.13	x		5.923	%		115.0		53.8	%		53.8	%
Delaware		1		2,046,100		0.1		$	2,046,100		2.13	x		5.923	%		115.0		53.8	%		53.8	%
Louisiana		1		1,819,614		0.1		$	1,819,614		1.55	x		6.950	%		116.0		66.9	%		58.5	%
Total/Wtd.Avg		129	$	1,745,215,807		100.0	%	$	13,528,805		1.71	x		5.383	%		98.9		61.5	%		53.4	%

(1) Calculated based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.

C-10

ANNEX D

FORM OF DISTRIBUTION DATE STATEMENT

(THIS PAGE INTENTIONALLY LEFT BLANK)

ANNEX E-1

SPONSOR 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 below. The exceptions to the representations and warranties set forth below are identified on Annex E-2 to this prospectus supplement. Capitalized terms used but not otherwise defined in this Annex E-1 will have the meanings set forth in this prospectus supplement or, if not defined in this prospectus supplement, in the related Mortgage Loan Purchase Agreement.

Each Mortgage Loan Purchase Agreement, together with the related representations and warranties, serves to contractually allocate risk between the related Sponsor, on the one hand, and the Issuing Entity, on the other. We present the related representations and warranties set forth below for the sole purpose of describing some of the terms and conditions of that risk allocation. The presentation of representations and warranties below is not intended as statements regarding the actual characteristics of the Mortgage Loans, the Mortgaged Properties or other matters. We cannot assure you that the Mortgage Loans actually conform to the statements made in the representations and warranties that we present below.

(1)	Mortgage Loan Schedule. The information pertaining to each Mortgage Loan set forth in the Mortgage Loan Schedule is true and accurate 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.

(2)	Legal Compliance – Origination. The origination practices of the Seller (or the related originator if the Seller was not the originator) have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan (or the related Whole Loan, as applicable) and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Annex E-1.

(3)	Good Title; Conveyance. Immediately prior to the sale, transfer and assignment to the Purchaser, the Seller had good title to, and was the sole owner of, each Mortgage Loan, and the Seller is transferring such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan, other than the rights of the holder of a related Companion Loan pursuant to an Intercreditor Agreement or the Pooling and Servicing Agreement. Upon consummation of the transactions contemplated by this Agreement, the Seller will have validly and effectively conveyed to the Purchaser all legal and beneficial interest in and to such Mortgage Loan free and clear of any pledge, lien or security interest, other than the rights of a holder of a Companion Loan pursuant to an Intercreditor Agreement or the Pooling and Servicing Agreement.

(4)	Future Advances. The proceeds of such Mortgage Loan have been fully disbursed (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 Mortgaged Property), and there is no requirement for future advances thereunder by the mortgagee.

(5)	Legal, Valid and Binding Obligation. Each related Mortgage Note, Mortgage, Assignment of Leases (if contained in a document separate from the Mortgage) and other agreement that evidences or secures such Mortgage Loan (or the related Whole Loan, as applicable) and was executed in connection with such Mortgage Loan by or on behalf of the related Mortgagor is the legal, valid and binding obligation of the related Mortgagor (subject to any non-recourse provisions therein and any state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except (i) that certain provisions contained in such Mortgage Loan documents are or may be unenforceable in whole or in part under applicable state

E-1-1

	or federal laws, but neither the application of any such laws to any such provision nor the inclusion of any such provisions renders any of the Mortgage Loan documents invalid as a whole and such Mortgage Loan documents taken as a whole are enforceable to the extent necessary and customary for the practical realization of the rights and benefits afforded thereby and (ii) as such enforcement may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium, redemption, liquidation or other laws affecting the enforcement of creditors’ rights generally, or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). The Assignment of Leases (as set forth in the Mortgage or in a document separate from the related Mortgage and related to and delivered in connection with each Mortgage Loan) establishes and creates a valid and enforceable first priority assignment of, or a valid first priority security interest in, the related Mortgagor’s right to receive payments due under all leases, subleases, licenses or other agreements pursuant to which any Person is entitled to occupy, use or possess all or any portion of the Mortgaged Property, subject to any license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such leases, and subject to the limitations set forth above, the Title Exceptions and the exceptions to paragraph (8) set forth in the related Mortgage Loan Purchase Agreement. The related Mortgage Note, Mortgage and Assignment of Leases (if contained in a document separate from the Mortgage) contain no provision limiting the right or ability of the Seller to assign, transfer and convey the related Mortgage Loan to any other Person.

(6)	No Offset or Defense. Subject to the limitations set forth in paragraph (5), as of the date of its origination there was, and as of the Closing Date there is, no valid right of offset and no valid defense, counterclaim, abatement or right to rescission with respect to any of the related Mortgage Notes, Mortgage(s) or other agreements executed in connection therewith, except in each case, with respect to the enforceability of any provisions requiring the payment of default interest, excess interest in the case of the ARD Loans, late fees, additional interest, prepayment premiums or yield maintenance charges.

(7)	Assignment of Mortgage and Assignment of Assignment of Leases. Subject to the limitations and exceptions set forth in paragraph (5), each assignment of Mortgage and assignment of Assignment of Leases from the Seller constitutes the legal, valid and binding assignment from the Seller. Each related Mortgage and Assignment of Leases is freely assignable upon notice to but without the consent of the related Mortgagor.

(8)	Mortgage Lien. The Mortgagor has good indefeasible fee simple title (or with respect to Mortgage Loans described in paragraph (48), leasehold title) to the related Mortgaged Property and each related Mortgage is a valid and enforceable first lien on the related Mortgaged Property (and/or Ground Lease, if applicable), subject to the limitations and exceptions set forth in paragraph (5) and the following title exceptions (each such title exception, a “Title Exception”, and collectively, the “Title Exceptions”): (a) the lien of current real property taxes, ground rents, 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 the applicable Title Policy (described in paragraph (11) below) or appearing of record, (d) other matters to which like properties are commonly subject, (e) the right of tenants (whether under ground leases, space leases or operating leases) pertaining to the related Mortgaged Property and condominium declarations, (f) if such Mortgage Loan is cross-collateralized and cross-defaulted with any other Mortgage Loan, the lien of the Mortgage for such other Mortgage Loan and (g) if such Mortgage Loan is part of a Whole Loan, the rights of the holder of the related Companion Loan pursuant to an Intercreditor Agreement or the Pooling and Servicing Agreement, none of which exceptions described in clauses (a) – (g) above, individually or in the aggregate, materially and adversely interferes with (1) the current use of the Mortgaged Property, (2) the security intended to be provided by such Mortgage, (3) the Mortgagor’s ability to pay its obligations under the Mortgage Loan when they become due or (4) the value of the Mortgaged Property. The Mortgaged Property is free and clear of any mechanics’ or other similar liens or claims which are prior to or equal with the lien of the related Mortgage, except those which are insured against by a lender’s title insurance policy. To the

E-1-2

	Seller’s actual knowledge no rights are outstanding that under applicable law could give rise to any such lien that would be prior or equal to the lien of the related Mortgage, unless such lien is bonded over, escrowed for or covered by insurance.

(9)	Taxes and Assessments. All real estate taxes and governmental assessments, or installments thereof, which could be a lien on the related Mortgaged Property and that prior to the Closing Date have become delinquent in respect of each related Mortgaged Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established. For purposes of this representation and warranty, real estate taxes and governmental assessments 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.

(10)	Condition of Mortgaged Property; No Condemnation. To the Seller’s actual knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, (a) each related Mortgaged Property was free and clear of any material damage (other than deferred maintenance for which escrows were established at origination) that would affect materially and adversely the value of such Mortgaged Property as security for the Mortgage Loan and (b) there was no proceeding pending for the total or partial condemnation of such Mortgaged Property.

(11)	Title Insurance. The lien of each related Mortgage as a first priority lien in the original principal amount of such Mortgage Loan (or related Whole Loan, as applicable, or, in the case of a Mortgage Loan secured by multiple Mortgaged Properties an allocable portion thereof) is insured by an ALTA lender’s title insurance policy (or a binding commitment therefor), or its equivalent as adopted in the applicable jurisdiction (the “Title Policy”), insuring the originator of the Mortgage Loan or Whole Loan, its successors and assigns, subject only to the Title Exceptions; such originator or its successors or assigns is the named insured of such policy; such policy is assignable without consent of the insurer and will inure to the benefit of the Trustee as mortgagee of record; such policy, if issued, is in full force and effect and all premiums thereon have been paid; no claims have been made under such policy and the Seller has not done anything, by act or omission, and to the Seller’s actual knowledge there is no matter, which would impair or diminish the coverage of such policy. The insurer issuing such policy is either (x) a nationally-recognized title insurance company or (y) qualified to do business in the jurisdiction in which the related Mortgaged Property is located to the extent required. The Title Policy contains no material exclusion for, or alternatively it insures (unless such coverage is unavailable in the relevant jurisdiction) (a) access to a public road or (b) against any loss due to encroachment of any material portion of the improvements thereon.

(12)	Insurance. As of the origination date of each Mortgage Loan (or related Whole Loan, as applicable), and to the Seller’s actual knowledge, as of the Closing Date, all insurance coverage required under the related Mortgage Loan documents was in full force and effect. Each Mortgage Loan requires insurance in such amounts and covering such risks as were customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property in the jurisdiction in which such Mortgaged Property is located, including requirements for (a) a fire and extended perils insurance policy, in an amount (subject to a customary deductible) at least equal to the lesser of (i) the replacement cost of improvements located on such Mortgaged Property, or (ii) the outstanding principal balance of the Mortgage Loan (or in the case of a Whole Loan, the outstanding principal balance of the Whole Loan), and in any event, the amount necessary to prevent operation of any co-insurance provisions (except with respect to a Mortgage Loan secured by mobile home parks or manufactured housing communities, in which case such coverage is required only with respect to buildings owned by the related Mortgagor that are permanently located on the related Mortgaged Property), (b) except if such Mortgaged Property is operated as a mobile home park, business interruption or rental loss insurance, in an amount at least equal to 12 months of operations of the related Mortgaged Property, (c) commercial general liability insurance against

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	claims for personal and bodily injury, death or property damage occurring on, in or about the related Mortgaged Property, in an amount customarily required by prudent institutional lenders and (d) if such Mortgage Loan is secured by a Mortgaged Property (other than a manufactured housing property) located in “seismic zones” 3 or 4, a seismic assessment by an independent third party provider was conducted and if the seismic assessment (based on a 450-year lookback with a 10% probability of exceedance in a 50-year period) revealed a probable maximum loss equal to 20% or higher, earthquake insurance. 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, such Mortgaged Property is insured by windstorm insurance in an amount at least equal to the lesser of (i) the outstanding principal balance of such Mortgage Loan and (ii) 100% of the full insurable value, or 100% of the replacement cost, of the improvements located on the related Mortgaged Property. To the Seller’s actual knowledge, as of the Cut-off Date, all premiums due and payable through the Closing Date have been paid and no notice of termination or cancellation with respect to any such insurance policy has been received by the Seller. Except for certain amounts not greater than amounts which would be considered prudent by an institutional commercial mortgage lender with respect to a similar Mortgage Loan and which are set forth in the related Mortgage, the related Mortgage Loan documents require that any insurance proceeds in respect of a casualty loss, will be applied either (i) to the repair or restoration of all or part of the related Mortgaged Property or (ii) the reduction of the outstanding principal balance of the Mortgage Loan, subject in either case to requirements with respect to leases at the related Mortgaged Property and to other exceptions customarily provided for by prudent institutional lenders for similar loans. The hazard insurance policies each contain a standard mortgagee clause naming the Seller and its successors and assigns as loss payee or additional insured, as applicable, and each insurance policy provides that they are not terminable without 30 days prior written notice to the mortgagee (or, with respect to non-payment, 10 days prior written notice to the mortgagee) or such lesser period as prescribed by applicable law. The loan documents for each Mortgage Loan (a) require that the Mortgagor maintain insurance as described above or permit the mortgagee to require that the Mortgagor maintain insurance as described above, and (b) permit the mortgagee to purchase such insurance at the Mortgagor’s expense if the Mortgagor fails to do so. The insurer with respect to each policy is qualified to write insurance in the relevant jurisdiction to the extent required.

(13)	No Material Default. Other than payments due but not yet 30 days or more delinquent, there is no monetary event of default existing under the related Mortgage or the related Mortgage Note and, to the Seller’s actual knowledge, (i) there is no material default, breach, violation or event of acceleration existing under the related Mortgage or the related Mortgage Note, and (ii) there is no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, provided, however, that this representation and warranty does not address or otherwise cover any default, breach, violation or event of acceleration that specifically pertains to any matter otherwise covered in this Annex E-1 (including any schedule or exhibit to the related Mortgage Loan Purchase Agreement). The Seller has not waived any material default, breach, violation or event of acceleration under such Mortgage or Mortgage Note, unless a written waiver to that effect is contained in the related Mortgage File being delivered pursuant to the Pooling and Servicing Agreement and there have been no such waivers since the date specified in the related Mortgage Loan Purchase Agreement, and pursuant to the terms of the related Mortgage or the related Mortgage Note and other documents in the related Mortgage File, no Person or party other than the holder of such Mortgage Note may declare any event of default or accelerate the related indebtedness under either of such Mortgage or Mortgage Note.

(14)	Payment Record. As of the Closing Date, each Mortgage Loan is not, and in the prior 12 months (or since the date of origination if such Mortgage Loan (or related Whole Loan, as applicable) has been originated within the past 12 months), has not been, 30 days or more past due in respect of any Scheduled Payment.

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(15)	Servicing. The servicing and collection practices used by the Seller with respect to the Mortgage Loan have been, in all respects, legal and have met customary industry standards for servicing of commercial loans for conduit loan programs.

(16)	Qualified Mortgage. Each Mortgage Loan constitutes a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard to Treasury Regulations Sections 1.860G-2(f)(2) or 1.860G-2(a)(3) that treats a defective obligation as a qualified mortgage, or any substantially similar successor provision), and, accordingly, each Mortgage Loan is directly secured by a Mortgage on a commercial property or a multifamily residential property, and either (1) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the portion of such commercial or multifamily residential property that consists of an interest in real property (within the meaning of Treasury Regulations Sections 1.856-3(c) and 1.856-3(d)) and such interest in real property was the only security for such Mortgage Loan as of the Testing Date (as defined below), or (2) the fair market value of the interest in real property that secures such Mortgage Loan was at least equal to (a) 80% of the principal balance of the Mortgage Loan as of the Testing Date or (b) 80% of the unpaid principal balance of the Mortgage Loan as of the Closing Date. For purposes of the previous sentence, (1) the fair market value of the referenced interest in real property shall first be reduced by (a) the amount of any lien on such interest in real property that is senior to the Mortgage Loan, and (b) a proportionate amount of any lien on such interest in real property that is on a parity with the Mortgage Loan, and (2) the “Testing Date” shall be the date on which the referenced Mortgage Loan was originated unless (a) such Mortgage Loan was modified after the date of its origination in a manner that would cause a “significant modification” of such Mortgage Loan within the meaning of Treasury Regulations Section 1.1001-3(b), and (b) such “significant modification” did not occur at a time when such Mortgage Loan was in default or when default with respect to such Mortgage Loan was reasonably foreseeable. However, if the referenced Mortgage Loan has been subjected to a “significant modification” after the date of its origination and at a time when such Mortgage Loan was not in default or when default with respect to such Mortgage Loan was not reasonably foreseeable, the Testing Date shall be the date upon which the latest such “significant modification” occurred. Each yield maintenance payment and prepayment premium payable under the Mortgage Loans is a “customary prepayment penalty” within the meaning of Treasury Regulations Section 1.860G-1(b)(2). As of the Closing Date, the related Mortgaged Property, if acquired in connection with the default or imminent default of such Mortgage Loan, would constitute “foreclosure property” within the meaning of Section 860G(a)(8) of the Code.

(17)	Environmental Conditions and Compliance. One or more environmental site assessments or updates thereof were performed by an environmental consulting firm independent of the Seller or the Seller’s affiliates with respect to each related Mortgaged Property during the 18-months preceding the origination of the related Mortgage Loan (or related Whole Loan, as applicable), and the Seller, having made no independent inquiry other than to review the report(s) prepared in connection with the assessment(s) referenced herein, has no actual knowledge and has received no notice of any material and adverse environmental condition or circumstance affecting such Mortgaged Property that was not disclosed in such report(s). If any such environmental report identified any Recognized Environmental Condition (“REC”), as that term is defined in the Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process Designation: E 1527-05, as recommended by the American Society for Testing and Materials (“ASTM”), with respect to the related Mortgaged Property and the same have not been subsequently addressed in all material respects, then either one or a combination of (i) an escrow greater than or equal to 100% of the amount identified as necessary by the environmental consulting firm to address the REC is held by the Seller for purposes of effecting same (and the Mortgagor has covenanted in the Mortgage Loan documents to perform such work), (ii) a responsible party, other than the Mortgagor, having financial resources reasonably estimated to be adequate to address the REC is required to take such actions or is liable for the failure to take such actions, if any, with respect to such circumstances or conditions as have been required by the applicable governmental regulatory authority or any environmental law or regulation, (iii) the Mortgagor has provided an environmental insurance policy as set forth on a schedule to the

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	related Mortgage Loan Purchase Agreement, (iv) an operations and maintenance plan was the only action recommended and such plan has been or will be implemented or (v) such conditions or circumstances were investigated further and a qualified environmental consulting firm recommended no further investigation or remediation. Each of the Mortgage Loans which is covered by a lender’s environmental insurance policy obtained in lieu of an Environmental Site Assessment (“In Lieu of Policy”) is identified on a schedule to the related Mortgage Loan Purchase Agreement, and each In Lieu of Policy is in an amount equal to 125% of the outstanding principal balance of the related Mortgage Loan and has a term ending no sooner than the date which is five years after the maturity date (or, in the case of the ARD Loans, the final maturity date) of the related Mortgage Loan, is non-cancelable by the insurer during such term and the premium for such policy has been paid in full. All environmental assessments or updates that were in the possession of the Seller and that relate to a Mortgaged Property identified on a schedule to the related Mortgage Loan Purchase Agreement as being insured by an In Lieu of Policy have been delivered to or disclosed to the In Lieu of Policy carrier issuing such policy prior to the issuance of such policy.

(18)	Customary Mortgage Provisions. Each related Mortgage Note, Mortgage and Assignment of Leases (if contained in a document separate from the Mortgage) contain customary and, subject to the limitations and exceptions set forth in paragraph (5) and applicable state law, enforceable provisions for comparable mortgaged properties similarly situated such as to render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure.

(19)	Bankruptcy. No Mortgagor is a debtor in, and no Mortgaged Property (other than any tenants of such Mortgaged Property) is the subject of, any state or federal bankruptcy or insolvency proceeding.

(20)	Whole Loan; No Equity Participation, Contingent Interest or Negative Amortization. Except with respect to a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan. None of the Mortgage Loans contain any equity participation, preferred equity component or shared appreciation feature by the mortgagee nor does any Mortgage Loan provide the mortgagee with any contingent or additional interest in the form of participation in the cash flow of the related Mortgaged Property (other than with respect to the deferment of payment with respect to the ARD Loans).

(21)	Transfers and Subordinate Debt. 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 may provide for transfers without the consent of the lender which are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property such as transfers of worn out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers of leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any controlling equity interest in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than a controlling interest in a 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, (v) transfers of common stock in publicly traded companies, (vi) a substitution or release of collateral within the parameters of paragraph (24) below or the exceptions to paragraph (24) set forth in the related Mortgage Loan Purchase Agreement, or, (vii) as set forth on an exhibit to the related Mortgage Loan Purchase Agreement by reason of any mezzanine

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	debt that existed at the origination of the related Mortgage Loan or that was permitted after origination of the related Mortgage Loan or may be permitted in the future under the related Mortgage Loan documents, or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) trade debt and equipment or other personal property financing in the ordinary course of business or (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as set forth on an exhibit to the related Mortgage Loan Purchase Agreement. Except as related to (a)(i), (ii), (iii), (iv), (v), (vi) or (vii) above or (b)(i), (ii) or (iii) above, no Mortgage Loan may be assigned to another entity without the mortgagee’s consent. The Mortgage or other Mortgage Loan document provides that the Mortgagor is required to pay all reasonable out-of-pocket expenses of the lender incurred with respect to any transfer or encumbrance, including Rating Agency Fees that are incurred in connection with the review and consent to any transfer or encumbrance.

(22)	Waivers and Modification. Except as set forth in the related Mortgage File, the terms of the related Mortgage Note and Mortgage have not been waived, modified, altered, satisfied, impaired, canceled, subordinated or rescinded in any manner which materially interferes with the security intended to be provided by such Mortgage, and no such alterations, impairments, modifications, or waivers have been completed or consented to since the date specified in the related Mortgage Loan Purchase Agreement.

(23)	Inspection. Each related Mortgaged Property was inspected by or on behalf of the related originator or an affiliate of the originator during the 12 month period prior to the related origination date.

(24)	Releases of Mortgaged Property. (A) Since origination, no material portion of the related Mortgaged Property has been released from the lien of the related Mortgage in any manner which materially and adversely affects the value of the Mortgage Loan or materially interferes with the security intended to be provided by such Mortgage; and (B) the terms of the related Mortgage Loan documents do not permit the release of any portion of the Mortgaged Property from the lien of the Mortgage except in compliance with REMIC Provisions and only (i) in consideration of payment in full (or in certain cases, the allocated loan amount) therefor, (ii) in connection with the substitution of all or a portion of the Mortgaged Property in exchange for delivery of U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, in a defeasance (or a partial defeasance, in the case of a release of a portion of the Mortgaged Property) meeting the requirements of paragraph (42) below, (iii) where such portion to be released was not considered material for purposes of underwriting the Mortgage Loan and such release was contemplated at origination, (iv) conditioned on the satisfaction of certain underwriting and other requirements, including payment of (or partial defeasance in the amount of) a release price in an amount equal to not less than 125% of the allocated loan amount for such Mortgaged Property or the portion thereof to be released, or (v) as set forth on an exhibit to the related Mortgage Loan Purchase Agreement, in connection with the substitution of a replacement property in compliance with REMIC Provisions; provided that in the case of clauses (i), (iii) and (iv), for all Mortgage Loans originated after December 6, 2010, a payment of principal is required to be made in an amount required by the REMIC Provisions if the fair market value of the real property constituting the remaining Mortgaged Property after the release is not equal to at least (x) 80% of the principal balance of the Mortgage Loan (or Whole Loan, if applicable) outstanding after the release or (y) the fair market value of the Mortgaged Property immediately before the release. The Mortgage Loan documents require the Mortgagor to pay all related reasonable out-of-pocket expenses of the lender incurred in connection with any such property release.

(25)	Compliance with Applicable Law. To the Seller’s actual knowledge, based upon a letter from governmental authorities, a legal opinion, an endorsement to the related title policy, or other due diligence considered reasonable by prudent commercial mortgage lenders taking into account the

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	location of the Mortgaged Property, as of the date of origination of such Mortgage Loan (or related Whole Loan, as applicable) and as of the Cut-off Date, there are no material violations of any applicable zoning ordinances, building codes and land laws applicable to the Mortgaged Property or the use and occupancy thereof 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 value, operation or net operating income of the Mortgaged Property. The terms of the Mortgage Loan documents evidencing such Mortgage Loan require the Mortgagor to comply in all material respects with all applicable local, state and federal laws and regulations.

(26)	Improvements. To the Seller’s actual knowledge based on the Title Policy or surveys obtained in connection with the origination of each Mortgage Loan (or related Whole Loan, as applicable), none of the material improvements which were included for the purposes of determining the appraised value of the related Mortgaged Property at the time of the origination of the Mortgage Loan (or related Whole Loan, as applicable) lies outside of the boundaries and building restriction lines of such property nor encroaches upon any easements (except Mortgaged Properties, in each case, which are legal non-conforming improvements or uses), to an extent which would have a material adverse affect on the value of the Mortgaged Property or related Mortgagor’s use and operation of such Mortgaged Property (unless affirmatively covered by the related Title Policy) and no improvements on adjoining properties encroached upon such Mortgaged Property to any material and adverse extent (unless affirmatively covered by the related Title Policy).

(27)	Single Purpose Entity. With respect to each Mortgage Loan with a Cut-off Date Balance (A) in excess of $5,000,000 the related Mortgagor has covenanted in its organizational documents and/or the Mortgage Loan documents to own no significant asset other than the related Mortgaged Property and assets incidental to its ownership and operation of such Mortgaged Property, and to hold itself out as being a legal entity, separate and apart from any other Person; and (B) in excess of $20,000,000, the representation and warranty in (A) above is true and the related Mortgagor (or if the Mortgagor is a limited partnership or a multi-member limited liability company, the special purpose general partner or special purpose managing member, as applicable, of the related Mortgagor), has at least one independent director, and the related Mortgagor has delivered a non-consolidation opinion of counsel. For each Mortgage Loan for which the related Mortgagor has covenanted in its organizational documents and/or the Mortgage Loan documents to own no significant asset other than the related Mortgaged Property and assets incidental to its ownership and operation of such Mortgaged Property, at the time of origination of the Mortgage Loan (or related Whole Loan, as applicable), to the Seller’s actual knowledge, the Mortgagor was in compliance with such requirements.

(28)	Advance of Funds. (A) After origination, the Seller has not, directly or indirectly, advanced any funds to the Mortgagor, other than pursuant to the related Mortgage Loan documents; and (B) to the Seller’s actual knowledge, no funds have been received from any Person other than the Mortgagor, for or on account of payments due on the Mortgage Note (other than amounts paid by the tenant into a lender-controlled lockbox as specifically required under the related lease).

(29)	Litigation or Other Proceedings. As of the date of origination and, to the Seller’s actual knowledge, as of the Closing Date, there was no pending action, suit or proceeding, or governmental investigation of which it has received notice, against the Mortgagor or the related Mortgaged Property the adverse outcome of which could reasonably be expected to materially and adversely affect (i) such Mortgagor’s ability to pay its obligations under the Mortgage Loan, (ii) the security intended to be provided by the Mortgage Loan documents or (iii) the current use of the Mortgaged Property.

(30)	Trustee Under Deed of Trust. As of the date of origination, and, to the Seller’s actual knowledge, as of the Closing Date, if the related Mortgage is a deed of trust, a trustee, duly qualified under applicable law to serve as such, has either been properly designated and serving under such Mortgage or may be substituted in accordance with the Mortgage and applicable law.

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(31)	Usury. Except with respect to the ARD Loans, which provide that the rate at which interest accrues thereon increases after the related Anticipated Repayment Date, the Mortgage Loan accrues interest (exclusive of any default interest, late charges, Yield Maintenance Charge or prepayment premiums) at a fixed rate, and complied as of the date of origination with, or is exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.

(32)	Other Collateral. Except with respect to the Companion Loan of any Whole Loan or any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, to the Seller’s actual knowledge, the related Mortgage Note is not secured by any collateral that secures a loan that is not a Mortgage Loan, except for loans permitted pursuant to paragraph (21)(b)(ii).

(33)	Flood Insurance. If the improvements on the Mortgaged Property are located in a federally designated special flood hazard area, the Mortgagor is required to maintain flood insurance with respect to such improvements and such policy is in full force and effect.

(34)	Escrow Deposits. All escrow deposits and payments required to be deposited with the Seller or its agent in accordance with the Mortgage Loan documents have been (or by the Closing Date will be) so deposited, are in the possession of or under the control of the Seller or its agent, and there are no deficiencies in connection therewith, other than amounts released from such escrows in accordance with the terms of the related Mortgage Loan.

(35)	Licenses and Permits. To the Seller’s actual knowledge, based on the due diligence customarily performed in the origination of comparable mortgage loans by prudent commercial lending institutions considering the related geographic area and properties comparable to the related Mortgaged Property, (i) as of the date of origination of the Mortgage Loan (or related Whole Loan, as applicable), the related Mortgagor, the related lessee, franchisor or operator was in possession of all material licenses, permits and authorizations then required for use of the related Mortgaged Property, and, (ii) as of the Cut-off Date, the Seller has no actual knowledge that the related Mortgagor, the related lessee, franchisor or operator was not in possession of such licenses, permits and authorizations. The Mortgage Loan documents require the Mortgagor to maintain all such material licenses, permits and authorizations.

(36)	Organization of Mortgagors. 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 (or related Whole Loan, as applicable), 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 Mortgage Loan that is cross-collateralized and cross defaulted with another Mortgage Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor.

(37)	Fee Simple Interest. Except with respect to the Mortgage Loans listed on an exhibit to the related Mortgage Loan Purchase Agreement, the Mortgage Loan is secured in whole or in material part by the fee simple interest in the related Mortgaged Property.

(38)	Recourse. Each Mortgage Loan is non-recourse to the related Mortgagor except that the Mortgagor and a natural person (or an entity with assets other than an interest in the Mortgagor) as guarantor have agreed to be liable with respect to losses incurred due to (i) fraud and/or other intentional material misrepresentation, (ii) misapplication or misappropriation of rents collected in advance or received by the related Mortgagor after the occurrence of an event of default and not paid to the mortgagee or applied to the Mortgaged Property in the ordinary course of business, (iii) misapplication or conversion by the Mortgagor of insurance proceeds or condemnation awards or (iv) breach of the environmental covenants in the related Mortgage Loan documents.

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(39)	Access; Tax Parcels. Each Mortgaged Property (a) is located on or adjacent to a dedicated road, or has access to an irrevocable easement permitting ingress and egress, (b) is served by public utilities, water and sewer (or septic facilities) and (c) constitutes one or more separate tax parcels.

(40)	Financial Statements. Each Mortgage or loan agreement requires the Mortgagor to provide the mortgagee with (i) quarterly (other than for single-tenant properties) and annual operating statements, (ii) quarterly (other than for single-tenant properties) rent rolls listing each lease contributing more than 5% of the in-place base rent and (iii) annual financial statements, which annual financial statements (a) 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 combined balance sheet and statement of income for the Mortgaged Properties on a combined basis and (b) for each Mortgage Loan with an original principal balance greater than $75 million are required to be audited by an independent certified public accountant upon the request of the mortgagee.

(41)	Rent Rolls; Operating Histories. Except with respect to Mortgage Loans secured by one or more hospitality properties, the Seller has obtained a rent roll certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of a date within 180 days of the date of origination of the related Mortgage Loan. With respect to each Mortgaged Property, the Seller has obtained operating histories (the “Certified Operating Histories”) certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of a date within 180 days of the date of origination of the related Mortgage Loan. The Certified Operating Histories collectively report on operations for (a) a continuous period of at least three years or (b) in the event the Mortgaged Property was owned or operated in its current form by the Mortgagor or an affiliate for less than three years prior to origination, then for a continuous period from the date that such Mortgaged Property was first owned or operated in its current form by the Mortgagor or an affiliate through the end of the calendar month most recently ended prior to origination, it being understood however that for Mortgaged Properties acquired with the proceeds of a Mortgage Loan, Certified Operating Histories may not have been available.

(42)	Defeasance. If the Mortgage Loan is a Defeasance Loan, the Mortgage Loan documents (A) permit defeasance or partial defeasance (1) no earlier than two years after the Closing Date, and (2) only with substitute collateral constituting “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, in an amount sufficient to make all scheduled payments under the Mortgage Note through the related maturity date (or in the case of the ARD Loans, the related Anticipated Repayment Date) or first day of the open period and the balloon payment that would be due on such date, (B) require the delivery of (or otherwise contain provisions pursuant to which the mortgagee can require delivery of) (i) an opinion to the effect that such mortgagee has a first priority security interest in the defeasance collateral, (ii) an accountant’s certification as to the adequacy of the defeasance collateral to make all payments required under the related Mortgage Loan through the related maturity date (or in the case of the ARD Loans, the related Anticipated Repayment Date) or first day of the open period and the balloon payment that would be due on such date, (iii) an Opinion of Counsel that the defeasance complies with all applicable REMIC Provisions, and (iv) assurances from the Rating Agencies that the defeasance will not result in the withdrawal, downgrade or qualification of the ratings assigned to the Certificates and (C) contain provisions pursuant to which the mortgagee can require the Mortgagor to pay expenses associated with a defeasance (including reasonable rating agencies’ fees, accountant’s fees and attorneys’ fees, subject in certain cases to a cap on such fees and expenses). Such Mortgage Loan (or related Whole Loan, as applicable) was not originated with the intent to collateralize a REMIC offering with obligations that are not real estate mortgages.

(43)	Authorization in Jurisdiction. To the extent required under applicable law and necessary for the enforcement of the Mortgage Loan, as of the date of origination and at all times it held the

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	Mortgage Loan, the originator of such Mortgage Loan (or related Whole Loan, as applicable) was authorized to do business in the jurisdiction in which the related Mortgaged Property is located.

(44)	Capital Contributions. Neither the Seller nor any affiliate thereof has any obligation to make any capital contributions to the Mortgagor under the Mortgage Loan documents.

(45)	Subordinate Debt. Except with respect to the Companion Loan of any Whole Loan or any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, none of the Mortgaged Properties are encumbered by any lien securing the payment of money of equal priority with, or superior to, the lien of the related Mortgage (other than Title Exceptions, taxes, assessments and contested mechanics and materialmens liens that become payable after the Cut-off Date) and debt permitted pursuant to paragraph (21)(b)(ii). As of the date of origination of the related Mortgage Loan and, to the Seller’s knowledge, as of the Closing Date, except with respect to the Companion Loan of any Whole Loan or any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, none of the Mortgaged Properties are encumbered by any lien securing the payment of money junior to the lien of the related Mortgage (other than Title Exceptions, taxes, assessments and contested mechanics and materialmens liens that become payable after the Cut-off Date) and debt permitted pursuant to paragraph (21)(b)(ii).

(46)	Condemnation. In the case of any Mortgage Loan (or Whole Loan, if applicable) originated after December 6, 2010, in the event of a taking of any portion of a Mortgaged Property by the United States, 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 (or Whole Loan, if applicable) in an amount required by the REMIC Provisions and, to such extent, such amount 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 (x) 80% of the remaining principal balance of the Mortgage Loan (or Whole Loan, if applicable) or (y) the fair market value of the Mortgaged Property immediately before the release.

(47)	Release of Cross-Collateralization. In the case of any Mortgage Loan (or Whole Loan, if applicable) originated after December 6, 2010, no such Mortgage Loan (or Whole Loan, if applicable) that is secured by more than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan (or Whole Loan, if applicable) permits the release of cross-collateralization of the related Mortgaged Properties, other than in compliance with the REMIC Provisions.

(48)	Ground Lease Representations and Warranties. With respect to each Mortgage Loan secured by a leasehold interest (except with respect to any Mortgage Loan also secured by the corresponding fee interest in the related Mortgaged Property), the Seller represents and warrants the following with respect to the related Ground Lease:

	(a)	Such Ground Lease or a memorandum thereof has been or will be duly recorded and such Ground Lease permits the interest of the lessee thereunder to be encumbered by the related Mortgage or, if consent of the lessor thereunder is required, it has been obtained prior to the Closing Date.

	(b)	Upon the foreclosure of the Mortgage Loan (or acceptance of a deed in lieu thereof), the Mortgagor’s interest in such Ground Lease is assignable to the mortgagee and its assigns without the consent of the lessor thereunder (or, if any such consent is required, it has been obtained prior to the Closing Date).

	(c)	Subject to the limitations on and exceptions to enforceability set forth in paragraph (5), such Ground Lease may not be amended, modified, canceled or terminated without the

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		prior written consent of the mortgagee and any such action without such consent is not binding on the mortgagee, its successors or assigns, except that termination or cancellation without such consent may be binding on the mortgagee if (i) an event of default occurs under the Ground Lease, (ii) notice is provided to the mortgagee and (iii) such default is curable by the mortgagee as provided in the Ground Lease but remains uncured beyond the applicable cure period.

	(d)	Such Ground Lease is in full force and effect and other than payments due but not yet 30 days or more delinquent, (i) there is no material default, and (ii) to the actual knowledge of the Seller, there is no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default under such Ground Lease; provided, however, that this representation and warranty does not address or otherwise cover any default, breach, violation or event of acceleration that specifically pertains to any matter otherwise covered by any other representation and warranty made by the Seller elsewhere in this Annex E-1 or in any of the exceptions to the representations and warranties.

	(e)	The Ground Lease or ancillary agreement between the lessor and the lessee (i) requires the lessor to give notice of any default by the lessee to the mortgagee and (ii) provides that no notice given is effective against the mortgagee unless a copy has been delivered to the mortgagee in the manner described in the ground lease or ancillary agreement.

	(f)	The Ground Lease (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, other than the ground lessor’s fee interest and Title Exceptions 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.

	(g)	The mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the ground lease) to cure any curable default under such Ground Lease after receipt of notice of such default before the lessor thereunder may terminate such Ground Lease.

	(h)	Such Ground Lease has an original term (together with any extension options, whether or not currently exercised, set forth therein all of which can be exercised by the mortgagee if the mortgagee acquires the lessee’s rights under the Ground Lease) that extends not less than 20 years beyond the Stated Maturity Date or if such Mortgage Loan is fully amortizing, extends not less than 10 years after the amortization term for the Mortgage Loan.

	(i)	Under the terms of the Ground Lease and the related Mortgage Loan documents (including, without limitation, any estoppel or consent letter received by the mortgagee from the lessor), taken together, any related insurance proceeds or condemnation award (other than de minimis amounts for minor casualties or in respect of a total or substantially total loss or taking) will be applied either to the repair or restoration of all or part of the related Mortgaged Property, with the mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment or defeasance of the outstanding principal balance of the Mortgage Loan, together with any accrued interest (except in cases where a different allocation would not be viewed as commercially unreasonable by any commercial mortgage lender, taking into account the relative duration of the ground lease and the related Mortgage and the ratio of the market value of the related Mortgaged Property to the outstanding principal balance of such Mortgage Loan).

	(j)	The Ground Lease does not restrict the use of the related Mortgaged Property by the lessee or its successors or assigns in a manner that would materially adversely affect the security provided by the related mortgage.

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	(k)	The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender.

	(l)	The ground lessor under such Ground Lease is required to enter into a new lease upon termination of the Ground Lease for any reason, including the rejection of the Ground Lease in bankruptcy.

Other. For purposes of these representations and warranties, the term “to the Seller’s actual knowledge” shall mean that an officer, employee or agent of the Seller responsible for the underwriting, origination and sale or servicing of the Mortgage Loans does not actually know of any facts or circumstances that would cause such person to believe that such representation or warranty was inaccurate. The “actual knowledge” of any such Seller shall be deemed to include the actual knowledge of any servicer servicing a Mortgage Loan on behalf of the Seller. The “actual knowledge of any servicer” shall mean that an officer or employee of the servicer responsible for the servicing of the Mortgage Loans does not actually know of any facts or circumstances that would cause such person to believe that such representation or warranty was inaccurate.

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ANNEX E-2

EXCEPTIONS TO SPONSOR REPRESENTATIONS AND WARRANTIES

The exceptions to the representations and warranties set forth below are grouped by Sponsor and listed by the number of the related representation and warranty set forth on Annex E-1 to this prospectus supplement and the Mortgage Loan name and number identified on Annex A to this prospectus supplement. Capitalized terms used but not otherwise defined in this Annex E-2 will have the meanings set forth in this prospectus supplement or, if not defined in this prospectus supplement, in the related Mortgage Loan Purchase Agreement.

Goldman Sachs Mortgage Company

Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception

(5) Legal, Valid and Binding Obligation	White Marlin Mall (No. 23)	Due to the indemnity deed of trust structure, the Mortgage secures a guaranty by the Mortgaged Property owner of the Mortgagor’s payments under the Mortgage Note. The Mortgagor under the Mortgage Note does not own the Mortgaged Property, the guarantor under the indemnity deed of trust owns a leasehold interest in the Mortgaged Property.

(8) Mortgage Lien	Cole Portfolio (No. 8)	With respect to each of the Tractor Supply – Nixa Mortgaged Property and the Tractor Supply – Hamilton Mortgaged Property, the related sole tenant has a right of first refusal to purchase all or a portion of the related Mortgaged Property (which right of first refusal is subordinated to the Mortgage Loan).

(8) Mortgage Lien	Southpark Office Building (No. 37)	The sole tenant has an option to purchase the related Mortgaged Property (which purchase option is subordinated to the Mortgage Loan and is a feature of the Shari’ah structure).

(12) Insurance	Branhaven Plaza (No. 40)	The Mortgagor is required to maintain insurance coverage under the Mortgage Loan documents, but the Mortgagor is permitted to rely on the property coverage provided as of the Closing Date by the Kohl’s tenant to satisfy the portion of its insurance requirements relating to the leased premises occupied by such tenant for so long as, among other things, the Kohl’s tenant maintains an investment grade rating from Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

(12) Insurance	ARCT Wal-Mart & Sam’s Portfolio (No. 42)	The Mortgagor is required to maintain insurance coverage under the Mortgage Loan documents, but the Mortgagor is permitted to use insurance coverage provided by either sole tenant (Wal-Mart Supercenter or Sam’s Club) to satisfy all or a portion of its insurance requirements and each such sole tenant is entitled to provide their own property insurance, including self-insurance. However, with respect to the Wal-Mart Supercenter Mortgaged Property, the Mortgagor may not use insurance coverage provided by either sole tenant to satisfy its insurance requirements after March 2016.

(13) No Material Default	AppleTree Business Park (No. 10)	The Mortgage Loan documents permit the release of an outparcel on or after December 29, 2011. The lender has waived this timing restriction, and the Mortgagor exercised its release option in August 2011.

(13) No Material Default	White Marlin Mall (No. 23)	Despite being required by the Mortgage Loan documents, (i) a $59,828 tenant improvement and leasing commission reserve was not funded because the requirements set forth in the related lease were expected to be satisfied shortly after origination (and have since been satisfied); and (ii) reserve amounts equal to one month of ground lease rent required to be collected was not collected on the origination date, but was subsequently collected by the lender.

E-2-1

Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception

(13) No Material Default	Holiday Inn Express Anchorage (No. 33)	The Mortgage Loan documents require the Mortgagor to deliver to the lender within 30 days of origination (i.e., by July 17, 2011), either (i) a replacement franchise agreement with Holiday Hospitality Franchising, Inc. for an initial term of no less than ten (10) years and a tri-party agreement or comfort letter from the franchisor related to the replacement franchise agreement (collectively, the “New License Conditions”), or (ii) provided the Mortgagor is diligently pursuing the New License Conditions, a request for an extension of the deadline to satisfy the New License Conditions. The Mortgagor failed to timely satisfy the New License Conditions and requested an extension of the deadline under cover of letter dated September 8, 2011. The lender agreed to waive the timing requirement of the extension request and the Mortgagor satisfied the New License Conditions by obtaining a replacement franchise agreement in September 2011.

(17) Environmental Conditions and Compliance	Ashland Town Center (No. 9)	The Phase I assessment for the related Mortgaged Property recommended (i) the repair of a hydraulic oil leak from a solid waste compactor located on the north side of the main building and (ii) a Phase II subsurface investigation be performed in connection with the historical use of the Mortgaged Property as part of a rail yard with at least four above ground oil tanks, two main rail lines and seven large rail buildings. The Phase II subsurface investigation identified (i) petroleum impacts to soil and groundwater on the eastern part of the Mortgaged Property, to the east of the JC Penney location and (ii) concentrations of total petroleum hydrocarbons in soil and groundwater that were above the Kentucky Department of Environmental Protection Cleanup Standards for AST’s, Surface Releases and Exempt USTs. The Phase II subsurface investigation recommended pursuing managed site closure through the Kentucky Department of Environmental Protection, which would include further investigation into the nature and extent of the identified petroleum contamination. The Phase II subsurface investigation estimated costs associated with the managed site closure to be approximately $30,000 to $40,000 and the Mortgagor has escrowed $40,000 in an environmental reserve to cover the costs of the additional investigation and site closure.

(17) Environmental Conditions and Compliance	AppleTree Business Park (No. 10)	The Phase I assessment for the related Mortgaged Property recommended the development of an asbestos Operations and Maintenance Program to address any potential asbestos and lead-based paint present at the Mortgaged Property and recommended New York State Electric & Gas conduct the appropriate response actions to remove the impacted concrete pad and any underlying impacted soils due to the identified release of dielectric fluid reported to New York State Electric & Gas. The Mortgaged Property has an environmental insurance policy as set forth on Schedule I.

(17) Environmental Conditions and Compliance	Branhaven Plaza (No. 40)	The Phase I assessment for the related Mortgaged Property recommended (a) research be conducted to determine the status of remediation and monitoring activities at an adjacent property that was identified as causing historical groundwater contamination (in the form of elevated concentrations of chlorinated volatile organic compounds largely consisting of trichloroethylene) at the mortgaged property, (b) a comprehensive vapor encroachment investigation, estimated to cost approximately $24,200 plus, if a vapor encroachment condition exists, additional mitigation costs of approximately $80,000 to $120,000 and (c) investigation of the condition of groundwater monitoring wells at the mortgaged property and the performance of any necessary repairs, estimated to cost approximately $7,000 to $9,000. A recent air impact study was conducted at the Mortgaged Property. Although the technical consultants that prepared this indoor air impact study concluded that there is no significant risk and therefore mitigation is not warranted based on the concentrations identified compared to certain federal risk guidelines, the lender believes that mitigation may be warranted based on certain state guidelines. The lender therefore has requested clarification and possibly revision of the indoor air conclusions and are in the process of pursuing this with the borrower. Should indoor air mitigation be warranted, the estimated cost of mitigation measures is approximately $80,000 to $120,000. The borrower has indemnified the lender for environmental damages related to any breach of

E-2-2

Representation
Number on Annex E-1

Mortgage Loan Name
and Number as
Identified on Annex A

Description of Exception

		environmental representations or covenants, and the indemnification is guaranteed by a sponsor.

(21) Transfers and Subordinate Debt	Parkdale Mall & Crossing (No. 5)	Permitted Preferred Equity is permitted to be issued. “Permitted Preferred Equity” means the issuance of a preferred equity interest in Borrower, subject to and conditioned upon the following: (a) receipt of a Rating Agency Confirmation with respect to such preferred equity interest, (b) the holder of such preferred equity interest shall be an equityholder permitted by the loan agreement, (c) any and all preferred equity contributions shall be subject and subordinate to all amounts payable to the lender with respect to the loan, all reserves required by the loan documents and all amounts required for the borrower to operate the property, (d) any such preferred equity interest shall not be transferable or subject to a pledge or other encumbrance, (e) the holder of any such preferred equity interest shall not have actual or effective control over the normal operation of the borrower or the property and (f) any and all remedies of the holder of such preferred equity with respect to such preferred equity interest shall be subordinate to the liens of the loan documents in all respects and shall not be exercisable until the loan is repaid in full.

(21) Transfers and Subordinate Debt	Cole Portfolio (No. 8)	The Mortgage Loan documents do not provide that the Mortgagor is required to pay all reasonable out of pocket expenses of the lender incurred with respect to any transfer or encumbrance.

(21) Transfers and Subordinate Debt	Rivercrest Realty Portfolio 2 (No. 17)	Transfers are permitted so long as there is no change in Control in the Mortgagor. “Control” will be deemed to be held by the related sponsor so long as each sponsor or any permitted family members of the sponsor collectively owns, directly or indirectly, at least 20% of the indirect equity interests in the Mortgagor and one or both of the persons comprising the sponsor (i.e. Stanley Werb or Jonathan Gaines) shall have the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such entity, whether through the ability to exercise voting power, by contract or otherwise.

(21) Transfers and Subordinate Debt	Southpark Office Building (No. 37)	Transfers of interest in the master tenant are permitted so long as the key principal retain control of, and at least a 5% direct or indirect interest in the master tenant.

(21) Transfers and Subordinate Debt	Albuquerque Hilton Garden Inn (No. 38)	The Mortgage Loan documents permit the issuance of preferred equity in the related Mortgagor, subject to the satisfaction of certain conditions, including, among other things, (a) the combined loan-to-value ratio of the Stated Principal Balance of the related Mortgage Loan and the preferred equity is equal to or less than 70%, (b) the combined debt service coverage ratio of the Stated Principal Balance of the related Mortgage Loan and the preferred equity is equal to or greater than 1.60x and (c) the written approval of the Rating Agencies and the lender.

(21) Transfers and Subordinate Debt	Branhaven Plaza (No. 40)	Transfers of interests in the sponsor (Kimco Income Operating Partnership, L.P.) and the Mortgagor are permitted subject to certain conditions, including (i) transfer of interests in the sponsor is permitted for so long as Kimco Realty Corporation owns at least 15% of the interest in the sponsor and (ii) direct or indirect transfer of interests in the Mortgagor is permitted for so long as Kimco Realty Corporation owns at least 10% of the direct or indirect interests in the Mortgagor.

(22) Waivers and Modification	AppleTree Business Park (No. 10)	The Mortgage Loan documents permit the release of an outparcel on or after December 29, 2011. The lender has waived this timing restriction, and the Mortgagor exercised its release option in August 2011.

(22) Waivers and Modification	White Marlin Mall (No. 23)	Despite being required by the Mortgage Loan documents, (i) a $59,828 tenant improvement and leasing commission reserve was not funded because the requirements set forth in the related lease were expected to be satisfied shortly after origination (and have since been satisfied); and (ii) reserve amounts equal to one month of ground lease rent required to be collected was not collected on the origination date, but was subsequently collected by the lender.

(22) Waivers and Modification	Holiday Inn Express Anchorage (No. 33)	The Mortgage Loan documents require the Mortgagor to deliver to the lender within 30 days of origination (i.e., by July 17, 2011), either (i) a

E-2-3

Representation
Number on Annex E-1

Mortgage Loan Name
and Number as
Identified on Annex A

Description of Exception

		replacement franchise agreement with Holiday Hospitality Franchising, Inc. for an initial term of no less than ten (10) years and a tri-party agreement or comfort letter from the franchisor related to the replacement franchise agreement (collectively, the “New License Conditions”), or (ii) provided the Mortgagor is diligently pursuing the New License Conditions, a request for an extension of the deadline to satisfy the New License Conditions. The Mortgagor failed to timely satisfy the New License Conditions and requested an extension of the deadline under cover of letter dated September 8, 2011. The lender agreed to waive the timing requirement of the extension request and the Mortgagor satisfied the New License Conditions by obtaining a replacement franchise agreement in September 2011.

(24) Releases of Mortgaged Property	Cole Portfolio (No. 8)	The Mortgage Loan documents require the Mortgagor to pay servicer fees up to (i) $30,000 for full defeasance, (ii) $10,000 for each partial defeasance or (iii) in the case of full defeasance after one or more previous partial defeasances, the greater of (x) $30,000 in the aggregate for all full and partial defeasances, or (y) the sum of $10,000 multiplied by the total number of partial and full defeasances.

(25) Compliance with Applicable Law	Houston Design Center (No. 29)	The Mortgaged Property is located in Houston, which does not have zoning regulations in place. In order to undertake work on a property, the owner and tenant are required to obtain a permit. When the work is complete, the owner or tenant is required to release the permit prior to its expiration. An expired permit constitutes a building code violation. There are 29 inactive permits and 15 active permits, each of which need to be closed. The Mortgagor is required under the loan documents to provide written evidence to the lender within 6 months of the origination date (subject to certain additional cure periods) that each of the permits has been released and that the Mortgaged Property and the use thereof comply in all material respects with all applicable legal requirements, including building and zoning ordinances and codes.

(25) Compliance with Applicable Law	Branhaven Plaza (No. 40)	There are possible violation of indoor air quality standards at the Mortgaged Property as determined from the results of Phase II scope of work required to be completed by the Mortgagor. The Mortgagor is required to timely remediate any air quality levels which exceed thresholds required by the applicable governmental authority and provide any results to the lender.

(34) Escrow Deposits	White Marlin Mall (No. 23)	Despite being required by the Mortgage Loan documents, (i) a $59,828 tenant improvement and leasing commission reserve was not funded because the requirements set forth in the related lease were expected to be satisfied shortly after origination (and have since been satisfied); and (ii) reserve amounts equal to one month of ground lease rent required to be collected was not collected on the origination date, but was subsequently collected by the lender.

(36) Organization of Mortgagors	ARC Portfolio III (No. 30), ATD (No. 32), ARCT Wal-Mart & Sam’s Portfolio (No. 42) and Foot Locker – Brooklyn, NY (No. 72)	The Mortgagors under these Mortgage Loans are affiliated.

(36) Organization of Mortgagors	Courtyard and Residence Inn – Franklin (No. 16), Courtyard and Residence Inn – Southaven (No. 35) and Hampton Inn – Colorado Springs South (No. 54)	The Mortgagors under these Mortgage Loans are affiliated.

(37) Fee Simple Interest	Copper Beech Portfolio (No. 3)	A portion of the Copper Beech Portfolio – CBTC 3 IUP Mortgaged Property is subject to a condominium regime. A condominium endorsement has been obtained.

(37) Fee Simple Interest	White Marlin Mall (No. 23)	The sole member of the Mortgagor owns a leasehold interest in the Mortgaged Property.

E-2-4

Representation
Number on Annex E-1

Mortgage Loan Name
and Number as
Identified on Annex A

Description of Exception


(38) Recourse	AppleTree Business Park (No. 10)	The related Mortgagor and guarantor are liable with respect to a breach of environmental covenants in the related Mortgage Loan documents only to the extent not otherwise covered by an environmental insurance policy.

(38) Recourse	Southpark Office Building (No. 37)	The Mortgage Loan is non-recourse to the related Mortgagor and does not contain any non-recourse carve-outs.

(38) Recourse	Branhaven Plaza (No. 40)	The Mortgage Loan is non-recourse to the related Mortgagor and does not contain any non-recourse carve-outs except with respect to certain environmental matters, for which there is an environmental indemnity.

(39) Access; Tax Parcels	Ashland Town Center (No. 9)	The Mortgaged Property does not constitute one or more separate tax parcels for the 2011 tax year. There is an escrow in place for the entire tax parcel. A separate tax parcel has been established for the Mortgaged Property for 2012 and beyond.

(39) Access; Tax Parcels	AppleTree Business Park (No. 10)	The Mortgaged Property does not constitute one or more separate tax parcels. There is an escrow in place for the entire tax parcel. The Mortgagor is required to establish a separate tax parcel for the Mortgaged Property prior to the end of 2011.

(39) Access; Tax Parcels	Albuquerque Hilton Garden Inn (No. 38)	The Mortgaged Property is part of a larger tax parcel that is owned by an affiliate of the related Mortgagor. Application has been made to the tax assessor’s office for assignment of a separate tax parcel. Until the Mortgaged Property constitutes a separate tax parcel, the Mortgagor will be required to fund a reserve to cover taxes for the entire tax parcel.

(39) Access; Tax Parcels	ARCT Wal-Mart & Sam’s Portfolio (No. 42)	The Sam’s Club Mortgaged Property does not constitute one or more separate tax parcels. An upfront escrow of an amount equal to one year of taxes was collected at origination and is required to be used to pay taxes if evidence of payment is not timely provided by the Mortgagor. In the event the Mortgaged Property has not been separated into its own tax lot prior to October 2011, or there is a shortfall in the tax escrow, then the Mortgagor will be required to commence making monthly escrow deposits for the Mortgaged Property together with any other property located within such shared tax parcel.

(40) Financial Statements	Park Place Mall (No. 1)	The annual financial statements of the Mortgagor are not required to be audited. In lieu of an operating statement, the Mortgagor is required to deliver an income statement quarterly and annually.

(40) Financial Statements	Copper Beech Portfolio (No. 3)	The annual financial statements of the Mortgagor are not required to be audited.

(40) Financial Statements	Parkdale Mall & Crossing (No. 5)	The annual financial statements of the Mortgagor are not required to be audited.

(40) Financial Statements	Cole Portfolio (No. 8)	The Mortgagor is not required to provide annual operating statements.

(41) Rent Rolls; Operating Histories	Cole Portfolio (No. 8)	The Mortgagor was not required to deliver Certified Operating Histories.

(42) Defeasance	Cole Portfolio (No. 8)	The Mortgage Loan documents require the Mortgagor to pay lender fees up to (i) $30,000 for full defeasance, (ii) $10,000 for each partial defeasance or (iii) in the case of full defeasance after one or more previous partial defeasances, the greater of (x) $30,000 in the aggregate for all full and partial defeasances, or (y) the sum of $10,000 multiplied by the total number of partial and full defeasances.

(42) Defeasance	Champlain Centre (No. 13)	The Mortgage Loan documents require the Mortgagor to pay reasonable out of pocket costs and expenses up to $40,000.

(42) Defeasance	Albuquerque Hilton Garden Inn (No. 38)	The Mortgage Loan documents provide that the Mortgagor’s reimbursement obligation associated with a defeasance is limited to reasonable out of pocket costs and expenses.

E-2-5

Representation
Number on Annex E-1

Mortgage Loan Name
and Number as
Identified on Annex A

Description of Exception


(42) Defeasance	Branhaven Plaza (No. 40)	The Mortgagors reimbursement obligation associated with a defeasance is limited to any reasonable and customary costs and expenses actually incurred.

(42) Defeasance	Plaza at Cottonwood (No. 41)	The Mortgage Loan documents provide that the Mortgagor’s reimbursement obligation associated with a defeasance is limited to reasonable out of pocket costs and expenses.

(42) Defeasance	ARCT Wal-Mart & Sam’s Portfolio (No. 42)	The Mortgage Loan documents provide that the Mortgagor’s reimbursement obligation associated with a defeasance is limited to reasonable out of pocket costs and expenses.

(48) Ground Lease Representations and Warranties	White Marlin Mall (No. 23)	(f) The ground lease has not been subordinated to the Mortgage. (l) The ground lease provides that the lender is required to make any accrued payments under the ground lease owing to the ground lessor prior to the ground lessor being obligated to enter new lease.

E-2-6

Citigroup Global Markets Realty Corp.

Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception

(8) Mortgage Lien	Shoppes at Chino Hills (No. 6)	The Mortgaged Property is subject to a Development Agreement with the City of Chino Hills that among other things places limitations on the types of uses and square footage of various uses and store sizes.

(8) Mortgage Lien	250 Mercer Street (No. 18), Harrison Executive Park (No. 21), All Saints Retail Condo (No. 36) and Merritt 8 (No. 43)	In the case of each of these Mortgage Loans, the Mortgaged Property is comprised of one or more condominium units subject to a condominium declaration and the related condominium documents.

(8) Mortgage Lien	Trinity Square Crossed Portfolio (No. 26)	Walgreens, as tenant at Trinity Square, has a right of first refusal to purchase the Trinity Square property.

(8) Mortgage Lien	ARC Portfolio III (No. 30)	In the case of the individual properties known as Tractor Supply-New Boston, Tractor Supply-Demopolis, Provident Bank and CVS-Stony Point, the tenant has a right of first refusal to purchase the Mortgaged Property.

(8) Mortgage Lien	ATD (No. 32)	The tenant has a right of first refusal to purchase the Mortgaged Property.

(8) Mortgage Lien	Park Point Syracuse University (No. 39)	The ground lessor has a right of first refusal to purchase the Mortgaged Property. Additionally, the ground lease limits the use of the Mortgaged Property to Syracuse University student housing.

(8) Mortgage Lien	Whole Foods Charlottesville (No. 49)	As described in further detail with respect to representation (48), the Mortgagor’s interest is a leasehold interest under a sub-ground lease.

(8) Mortgage Lien	SST - Racetrack & Bonanza Self Storage (No. 55)	An antenna lease tenant for the Bonanza Self Storage property has a right of first refusal to purchase the Mortgaged Property.

(9) Taxes and Assessments	848 Brickell Plaza (No. 45)	A notice of lis pendens was recorded in the real property records with respect to the related Mortgage Property challenging the reduction of the 2008 assessed valuation of the Mortgaged Property and recovery of back taxes of approximately $30,000 and penalties of approximately $15,000. The claim for back taxes is ongoing and a deposit of $45,000 was made by the related borrower with the title insurer to avoid an exception for the notice of lis pendens appearing on the lender’s title insurance policy.

(10) Condition of Mortgaged Property; No Condemnation	ATD (No. 32)	At the time of the loan closing, a road widening project was scheduled to be performed on Route 17, which abuts one of two access points to the property, Frontage Road. The construction schedule listed the construction affecting the Frontage Road access point as being completed by November, 2011. Since closing, we have learned that the relevant governmental authority intends to effect a temporary taking of a portion of the access point on Frontage Road during the road widening project. The Mortgagor will receive an $11,000 award for such taking and during the taking access will be limited to an alternative access point through Route 56 to W. Lowcounty Boulevard.

(12) Insurance	All Saints Retail Condo (No. 36)	The distribution and application of insurance proceeds are subject to the terms and conditions of (a) the recorded condominium documents governing the condominium building in which the Mortgaged Property is located and (b) the sole lease in effect at the Mortgaged Property. So long as All Saints USA Ltd. or a replacement tenant acceptable to Lender is the sole tenant in occupancy of the Mortgaged Property and the subject lease does not permit abatement of rent, whether full or partial, as a result of casualty, the obligation of Mortgagor to maintain rental loss and/or business income interruption insurance is waived.

(17) Environmental Conditions and Compliance	Red Lion Hotel - Seattle, WA (No. 15)	The Mortgagor is in the process of decommissioning a vaulted tank on the Mortgaged Property. The Mortgagor estimated that the cost involved would be approximately $10,000 to $15,000.

(17) Environmental Conditions and	Trinity Square Crossed Portfolio (No. 26)	The Phase I assessment for the related mortgaged property noted that historical on-site disposal of fill materials (wood, slag, cinders, brick, glass

E-2-7

Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
Compliance		and other materials) was identified at the time the site was slated for redevelopment for its current use. The developer of the related mortgaged property elected to voluntarily enroll the site in the Ohio Voluntary Cleanup Program in connection with the redevelopment of the related mortgaged property. In November 2010, the Ohio EPA issued a letter indicating that site restoration activities had been completed to its satisfaction. Based on the accompanying covenant not to sue and site use restriction covenant which have been issued by Ohio EPA and the assumption that the borrower would continue to abide by any use restrictions so imposed, the Phase I consultant recommended no further action. The mortgaged property is covered by an environmental insurance policy in an amount of $5,000,000 (such policy is not an In Lieu of Policy and does not satisfy the provisions of the representation respecting an In Lieu of Policy).

(17) Environmental Conditions and Compliance	Loyal Plaza (No. 31)	The Phase I assessment for the related mortgaged property identified certain historical use issues as recognized environmental concerns or historical recognized environmental concerns, including: (a) impacts to soil and groundwater at the property from a former dry cleaning business that operated at the site from 1965 to the 1970’s; (b) an oil water separator and four hydraulic lifts used by a former automotive repair business for which no information on decommissioning is available; and (c) soil and groundwater impacts from a former gas station operating from 1965 to the mid 1980’s. The impacts associated with the former gas station and certain unrelated underground tanks were previously addressed under the supervision of the Pennsylvania Department of Environmental Protection (“PADEP”) and the consultant recommended no further action regarding that issue. There is ongoing remediation of the impacts associated with the former dry cleaning operation being undertaken by a prior owner of the site under PADEP supervision. The loan documents obligate the borrower, among other things, to undertake or continue to cause the former owner to continue the ongoing remediation and to diligently pursue a release letter from PADEP. Environmental reserves were established at the loan closing, and the mortgaged property is covered by an environmental insurance policy in an amount of $2,000,000. (such policy is not an In Lieu of Policy and does not satisfy the provisions of the representation respecting an In Lieu of Policy).

(17) Environmental Conditions and Compliance	Midland Apartment Portfolio (No. 34)	The Phase I assessments for two of the three apartment complexes contained in the portfolio (Mulberry Lane and Robin Oaks) identified as a recognized environmental condition the presence of dioxin-containing soils in the vicinity of the subject properties potentially at levels above the immediate action level established by the Michigan Department of Environmental Quality (“MDEQ”). The dioxin stems from an off-site source and affects several areas within the city of Midland, Michigan (but, according to the relevant Phase I report, not the area where the third apartment complex, Perrine Pointe, is located). MDEQ has provided guidance to property owners in the affected areas of Midland regarding appropriate “due care” steps to preserve applicable liability exemptions. Both affected properties have “Due Care” plans in place. The Phase I consultant recommended no further investigation but indicated that landscaped areas and paved surfaces should continue to be managed in accordance with such plans. The borrower and the borrower’s principal have provided an environmental indemnity to the originating lender and the loan documents obligate the borrower to continue to implement and abide by the requirements of the individual site due care plans and the due care guidance issued by MDEQ.

(21) Transfers and Subordinate Debt	Red Lion Hotel – Seattle, WA (No. 15)	An assumption of the Mortgage Loan is permitted in accordance with the requirements of the Mortgage Loan documents. Additionally, the Mortgage Loan documents permit a change in the ownership or control of Lowe Enterprises Investment Management, LLC (“LEIM”) so long as either (x) Lowe Enterprises Inc. (“Lowe”) continues to hold at least a 25% equity interest therein or (y) Lowe, Bleecker P. Seaman III and Brad Howe, or some combination thereof, have the power to appoint at least one-half of the board of directors (or equivalent governing body) of LEIM.

(21) Transfers and	ARC Portfolio III (No. 30),	With respect to each of these Mortgage Loans, the related Mortgage Loan

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Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
Subordinate Debt	ATD (No. 32) and Foot Locker – Brooklyn, NY (No. 72)	documents allow, subject to satisfaction of conditions set forth therein, the related borrower to convert its ownership structure into a tenancy in common or a Delaware statutory trust, with related transfers to third parties of tenant in common interests or beneficial interests in the Delaware statutory trust, such that legal and/or beneficial title to the related mortgaged property may be owned by such tenants in common or Delaware statutory trust.

(21) Transfers and Subordinate Debt	All Saints Retail Condo (No. 36)	The Mortgagor is directly owned and managed by RREEF Spezial Invest GmbH (“RREEF”), a German investment fund management company. Provided no event of default exists under the Mortgage Loan documents, the following transfers are permitted: (a) the transfer of direct or indirect interests in Mortgagor held by RREEF in accordance with legal requirements under the German Investment Act and (b) transfers of direct or indirect beneficial interests in Mortgagor by investors in the German investment fund that is the beneficial owner of Mortgagor, provided, in each case, that RREEF and/or a replacement Kapitalanlagesellschaft under the German Investment Act remains both the sole member and manager of Mortgagor. The Mortgagor is the borrower under a subordinated parent loan from RREEF that is secured by a second-priority, unrecorded assignment of rents. Such parent loan and assignment are unconditionally subordinated to the Mortgage Loan pursuant to a subordination and standstill agreement in favor of Lender.

(24) Releases of Mortgaged Property	Lehigh Valley Portfolio – Group 4 (No. 20)	A partial release of a Mortgaged Property is conditioned on payment of a release price, or partial defeasance of the Mortgage Loan, in each case in an amount equal to 120% of the allocated loan amount for the applicable property to be released.

(24) Releases of Mortgaged Property	Harrison Executive Park (No. 21)	Upon satisfaction of certain conditions set forth in the Loan Documents, the Property was converted to a condominium form of ownership consisting of 5 condominium units and Lender released the 3030 condominium unit from the mortgage. The condominium conversion and release both occurred prior to the Closing Date.

(24) Releases of Mortgaged Property	Lehigh Valley Portfolio – Group 2 (No. 24)	A partial release of a Mortgaged Property is conditioned on payment of a release price, or partial defeasance of the Mortgage Loan, in each case in an amount equal to 120% of the allocated loan amount for the applicable property to be released.

(24) Releases of Mortgaged Property	Trinity Square Crossed Portfolio (No. 26)	A partial release of a Mortgaged Property is conditioned on payment of a release price, or partial defeasance of the Mortgage Loan, in each case in an amount equal to 120% of the allocated loan amount for the applicable property to be released (except with respect to the Trinity Square property, in which case the release price or partial defeasance amount, as applicable, is 125% of the applicable allocated loan amount).

(24) Releases of Mortgaged Property	ARC Portfolio III (No. 30)	A partial release of a Mortgaged Property is conditioned on payment of a release price in an amount equal to 115% of the allocated loan amount for the applicable property to be released.

(25) Compliance with Applicable Law	Cornell 55 (No. 48)	The City of Chicago filed a lawsuit against the related borrower for various alleged violations of the municipal code, including with respect to porch structures and masonry requirements. The borrower has undertaken to complete the work and obtain a dismissal of the lawsuit by no later than February 1, 2012, and has deposited $205,000 with title insurer for the lender’s title insurance policy with respect to the Mortgage Loan for the related work, to be disbursed as the work is completed.

(27) Single Purpose Entity	The Ridge MHP & Eastwood Hills (No. 70)	The Mortgage Loan documents provide that the Borrower has not and will not own any assets other than its applicable Mortgaged Property and incidental personal property necessary for the operation thereof. At the time of origination of the Mortgage Loan, the Borrower owned certain mobile homes located at the Mortgaged Property. The Borrower has covenanted to transfer title to the mobile homes to another entity within thirty (30) days of closing (provided, that such 30 day period has been or is in the process of being extended to August 20, 2011, that Borrower shall

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Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
		have an additional fifteen (15) days to complete such transfer of title if it is diligently pursuing transfer at the expiration of such thirty (30) day period (as extended to August 20, 2011). Failure to transfer title within such time frame results in the Mortgage Loan being full recourse to Borrower and Guarantor.

(29) Litigation or Other Proceedings	Lehigh Valley Portfolio – Group 4 (No. 20) and Lehigh Valley Portfolio – Group 2 (No. 24)	A plaintiff claiming to be a prospective investor in a portfolio of properties that includes the related mortgaged properties named the related borrower, the direct and indirect owners of the related borrower, and others, including a holder of a profit participation in the owner of the related borrower, as defendants in a complaint filed on June 2, 2011. In the complaint, the plaintiff asserts various claims against the named defendants, including direct and vicarious liability claims for fraud, breach of fiduciary duty, breach of contract, tortious interference, and unjust enrichment. The claims are based upon allegations that (i) the plaintiff had a joint venture relationship with the holder of the profit participation in the current owner of the related borrower (which owner holds ownership interests in the portfolio of properties that includes the Mortgaged Properties) and was a prospective investor to acquire the property portfolio on behalf of the joint venture, (ii) the plaintiff incurred due diligence costs of approximately $573,000 and provided strategies and assistance in connection with the initial contract to purchase the property portfolio (which contract was terminated), and (iii) the named defendants, acting together, acquired the property portfolio (including the Mortgaged Properties) that were the subject of the terminated purchase contract, used the plaintiff’s due diligence, induced the plaintiff to terminate the prior contract to acquire the property portfolio, and concealed such conduct from the plaintiff. The plaintiff alleges that it was harmed by the named defendants’ conduct in an amount of not less than $100,000,000, and seeks damages in that amount and recovery of its due diligence costs. The originator of the related Mortgage Loans was subpoenaed on or about June 15, 2011 to provide information concerning the related Mortgage Loans and other financing to the named defendants. The owners of the Mortgaged Properties claim that the lawsuit by the plaintiff is without merit and they will defend against, and seek dismissal of, the complaint.

(29) Litigation or Other Proceedings	848 Brickell Plaza (No. 45)	A notice of lis pendens was recorded in the real property records with respect to the related Mortgage Property challenging the reduction of the 2008 assessed valuation of the Mortgaged Property and recovery of back taxes of approximately $30,000 and penalties of approximately $15,000. The claim for back taxes is ongoing and a deposit of $45,000 was made by the related borrower with the title insurer to avoid an exception for the notice of lis pendens appearing on the lender’s title insurance policy.

(29) Litigation or Other Proceedings	Cornell 55 (No. 48)	The City of Chicago filed a lawsuit against the related borrower for various alleged violations of the municipal code, including with respect to porch structures and masonry requirements. The borrower has undertaken to complete the work and obtain a dismissal of the lawsuit by no later than February 1, 2012, and has deposited $205,000 with title insurer for the lender’s title insurance policy with respect to the Mortgage Loan for the related work, to be disbursed as the work is completed.

(35) Licenses and Permits	Park Point Syracuse University (No. 39)	As of the origination of the loan, the borrower was in the process of passing an elevator inspection and obtaining the valid elevator permit. borrower has a post-closing obligation to deliver the elevator permit within 30 days of closing (such period to be extended for another 30 days if reasonably necessary).

(36) Organization of Mortgagors	Lehigh Valley Portfolio – Group 4 (No. 20) and Lehigh Valley Portfolio – Group 2 (No. 24)	With respect to (i) Lehigh Valley Portfolio-Group 4 and (ii) Lehigh Valley Portfolio-Group 2, the Borrowers are affiliated entities, but each of the Mortgage Loans is a stand-alone loan that is not cross-collateralized or cross defaulted with the others.

(36) Organization of Mortgagors	ARC Portfolio III (No. 30), ATD (No. 32), ARCT Wal-Mart & Sam’s Portfolio (No. 42) and Foot Locker – Brooklyn, NY (No. 72)	With respect to (i) ARC Portfolio III, (ii) ATD, (iii) Foot Locker and (iv) ARCT Wal-Mart & Sam’s Portfolio (a mortgage loan not originated by the Seller), the Borrowers are affiliated entities, but each of the Mortgage Loans is a stand-alone loan that is not cross-collateralized or cross defaulted with the others.

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Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception

(36) Organization of Mortgagors	Copper Mill Apartments (No. 56), Cumberland Apartments (No. 59), Crestmont Apartments (No. 60) and Heritage Trace Apartments (No. 63)	With respect to (i) Copper Mill Apartments, (ii) Cumberland Apartments, (iii) Crestmont Apartments and (iv) Heritage Trace Apartments, the Borrowers are affiliated entities, but each of the Mortgage Loans is a stand-alone loan that is not cross-collateralized or cross defaulted with the others.

(37) Fee Simple Interest	Loyal Plaza (No. 31)	The mortgaged property is held in fee by the related borrower except that the borrower holds a leasehold interest under a ground lease of an approximately 0.483 acre portion of the related mortgaged property, under a ground lease that expires May 31, 2028, which is less than 20 years beyond the maturity date of the related mortgage loan.

(37) Fee Simple Interest	Park Point Syracuse University (No. 39)	The Mortgage Loan is secured by both a leasehold, sub-leasehold and sub-sub-leasehold interests in the Mortgaged Property. The Mortgaged Property is subject to a certain PILOT Agreement between the Mortgagor, City of Syracuse and City of Syracuse Industrial Development Agency (“IDA”). In order to obtain tax benefits under the PILOT Agreement, the Mortgagor’s leasehold interest was structured as follows: 1. the Mortgagor leased the property from the Syracuse University pursuant to the Ground Lease; 2. the Mortgagor subleased its leasehold interest to IDA pursuant to the Company Lease; 3. IDA leased back the premises to the Mortgagor pursuant to the Agency Lease. The Mortgage Loan is secured by Mortgagor’s leasehold estates under the Ground Lease and the Agency Lease and IDA’s estate under the Company Lease. However, The Company Lease and the Agency Lease do not contain some of the mortgagee protection provisions (see exceptions to the Rep #48 below). As a result, there is a possibility that after a foreclosure of the Mortgage Loan, the tax benefits under the PILOT Agreement may discontinue. If tax benefits are terminated as a result of the foreclosure of the Mortgage Loan, the Mortgage Loan shall be recourse to Guarantor up to a maximum amount equal to the lesser of (i) the amount which would be sufficient if applied to the payment of Debt immediately prior to the applicable foreclosure or deed in lieu of foreclosure, to result in (a) a Debt Yield to be equal to or greater than 9%, (b) a DSCR to be equal to or greater than 1.25 to 1.00 and (c) an LTV Ratio to be less than 75%; (ii) $2,950,000.00 and (iii) the Debt immediately prior to the applicable foreclosure or deed in lieu of foreclosure.

(37) Fee Simple Interest	848 Brickell Plaza (No. 45)	The Mortgagor’s interest is a leasehold interest under a ground lease (although the fee owner joined in the mortgage to subordinate its fee interest).

(37) Fee Simple Interest	Whole Foods Charlottesville (No. 49)	The Mortgagor’s interest is a leasehold interest under a sub-ground lease.

(38) Recourse	1551 Broadway (No. 2)	There is recourse liability for misappropriation or conversion of insurance proceeds, condemnation proceeds or any rents collected following an event of default or collected more than one (1) month in advance.

(38) Recourse	Red Lion Hotel - Seattle, WA (No. 15)	There is recourse liability for breaches of the environmental covenants to the extent that there is a material breach or failure to perform any environmental covenant under the Mortgage Loan documents.

(38) Recourse	All Saints Retail Condo (No. 36)	The Mortgagor is the sole guarantor with respect to recourse events and environmental covenants.

(38) Recourse	All Mortgage Loans	In many or all cases, the loan documents for the Mortgage Loans provide for recourse the related Mortgagor and/or other guarantors or indemnitors for matters and/or under circumstances that are in addition to those items specified in representation (38).

(39) Access; Tax Parcels	Trinity Square Crossed Portfolio (No. 26)	The Trinity Square and Columbus properties were properly subdivided, however, new tax identification numbers have not yet been issued.

(39) Access; Tax Parcels	Merritt 8 (No. 43)	The Mortgaged Property is a condominium unit with appurtenant rights to condominium general common elements. As of the closing date, the

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Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
		condominium consists of one unit and developments rights to the other two “unit sites,” which development rights are owned by third parties. The portion of the land on which the Mortgagor’s unit sits is a separate tax lot (the title policy is issued with a separate tax lot endorsement), which separate tax lot includes some, but not all, general common elements. Under the condominium declaration, the Mortgagor, as the sole unit owner, is responsible for 100% of the real estate taxes on the general common elements of the condominium, some of which are located adjacent to the other “unit sites.” Accordingly, the Mortgagor may be responsible for its pro-rata share (currently 100%) of the taxes for the other portions of the general common elements not included in the Mortgagor’s tax lot. Real estate taxes applicable to a portion of the general common elements, which may be a responsibility of the Mortgagor, were, as of the closing date, being assessed under a separate tax lot to and paid by holders of the rights to two other “unit sites” in the condominium. The title policy issued for this transaction insures, among other things, that there are no real estate taxes or any condominium common charges currently due and payable, that the condominium is a validly existing condominium under applicable statutes and that the insured condo unit is a valid unit under the declaration. The Mortgagor has represented that there has been no demand for payment of any condominium common expenses or unpaid real estate taxes. The Loan also has a recourse for losses for any failure by the Mortgagor or any predecessor owner of the Mortgaged Property to pay any real estate taxes or insurance premiums relating to the Common Elements as required under the Condominium Documents.

(39) Access; Tax Parcels	The Ridge MHP & Eastwood Hills (No. 70)	The related Mortgage Property is served by public utilities, except for a privately operated sewage treatment facility and a private well both of which are maintained by the related Mortgagor. Pursuant to a recorded easement, an adjoining property owner has access to use the water and sewer facilities. The related Mortgage Loan documents require the related Mortgagor to maintain the well and the sewage facility in accordance with all applicable laws and to maintain all required licenses and permits to operate such facility. The failure of the related Mortgagor to comply with such covenants shall result in a recourse event to the related Mortgagor and guarantors of the related Mortgage Loan.

(39) Access; Tax Parcels	Oakhurst MHP (No. 74)	The related Mortgaged Property is served by public utilities, except for a privately operated sewage treatment facility maintained by the related Mortgagor. This sewage treatment facility only services the related Mortgaged Property. The related Mortgage Loan documents require the related Mortgagor to maintain such facility in accordance with all applicable laws and to maintain all required permits to operate such facility. The failure of the related Mortgagor to comply with such covenants shall result in a recourse event to the related Mortgagor and guarantors of the related Mortgage Loan.

(40) Financial Statements	Red Lion Hotel - Seattle, WA (No. 15)	The Mortgagor is not obligated to provide quarterly rent rolls since the Mortgaged Property is a hospitality property.

(40) Financial Statements	250 Mercer Street (No. 18)	The Borrower is only obligated to deliver quarterly “updates” to the rent roll for the Property, the operating statements and income statements for the Property delivered to Lender in connection with the closing of the Loan, which updates have to be in the same form as the rent rolls and financial statement delivered in connection with the closing. In lieu of providing annual financial statements, Borrower is required to deliver to Lender, upon Lender’s request, a copy of each annual financial statement of the condominium association of which the Mortgaged Property is a part thereof.

(40) Financial Statements	Lehigh Valley Portfolio – Group 4 (No. 20), Lehigh Valley Portfolio – Group 2 (No. 24), Trinity Square Crossed Portfolio (No. 26), ARC Portfolio III (No. 30), SST –	Annual financial statements are required to be delivered by the Borrower, but combined financial statements are not expressly required.

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Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
	Racetrack & Bonanza Self Storage (No. 55) and The Ridge MHP & Eastwood Hills (No. 70)

(40) Financial Statements	ARC Portfolio III (No. 30)	Annual balance sheets required to be delivered by the Borrower shall be prepared on a consolidated basis with the Borrower’s Sponsor (provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of Borrower and Sponsor and to indicate that Borrower’s assets and credit are not available to satisfy the debts and other obligations of Sponsor or any other Person and (ii) any Borrower’s assets included in such consolidated financial statements shall be listed on Borrower’s own separate balance sheet).

(40) Financial Statements	Lake Zurich (No. 68)	Borrower is obligated to provide quarterly unit mix reports, or if requested by Lender, certified rent rolls.

(41) Rent Rolls; Operating Histories	All Saints Retail Condo (No. 36)	The entire Mortgaged Property is leased by a single commercial tenant. A certificate of Mortgagor delivered at closing attaches a true, correct and complete copy of the lease as the sole lease in effect at the Mortgaged Property. The Mortgage Loan was an acquisition loan and no operating history was available at closing.

(41) Rent Rolls; Operating Histories	Cornell 55 (No. 48)	Borrower provided Operating Histories for the years of 2009 and 2010.

(41) Rent Rolls; Operating Histories	SST – Racetrack & Bonanza Self Storage (No. 55)	Borrower provided Operating Histories for the past two (2) years.

(42) Defeasance	Cornell 55 (No. 48)	The Mortgagor is only required to deliver an opinion that the Mortgagee has a perfected security interest in the defeasance collateral; the opinion requirement does not need to cover the priority of the security interest.

(45) Subordinate Debt	Prentiss Creek Apartments (No. 14)	There is a subordinate mezzanine loan in the amount of $5,000,000.

(45) Subordinate Debt	Red Lion Hotel - Seattle, WA (No. 15)	There is a subordinate mezzanine loan in the amount of $10,300,000.

(45) Subordinate Debt	All Saints Retail Condo (No. 36)	The Mortgagor is the borrower under a subordinated parent loan that is secured by a second-priority, unrecorded assignment of rents. Such parent loan and assignment are unconditionally subordinated to the Mortgage Loan pursuant to a subordination and standstill agreement in favor of Lender.

(46) Subordinate Debt	All Saints Retail Condo (No. 36)	Application of proceeds to pay down the Mortgage Loan is required if, immediately following the release, the ratio of the unpaid principal balance of the Mortgage Loan to the value of the remaining Mortgaged Property is greater than 125% (such value to be determined, in Lender’s sole discretion, by a commercially reasonable valuation method).

(48) Ground Lease Representations and Warranties	Loyal Plaza (No. 31)	A 0.483 acre portion of the Property is owned by Borrower by virtue of a Ground Lease. The balance of the Property is owned by Borrower in fee. The Ground Lease term expires May 31, 2028. In connection with the closing of the Loan, Citi confirmed that the Ground Lease premises (and the income attributable thereto) were excluded from value, cash flow and underwriting. The Ground Lease premises (i) are on a separate tax lot and (ii) are not required for the balance of the Property to comply with zoning. Borrower and the carveout guarantor under the Loan are personally obligated for losses attributable to a termination of the Ground Lease. This ground lease is thus excepted from the representations in paragraph (48).

(48) Ground Lease Representations and Warranties	Park Point Syracuse University (No. 39)	With respect to the Ground Lease: (j) Permitted use under the Ground Lease is limited to the Syracuse University student housing only. (k) Ground lessor’s (Syracuse University’s) prior written consent, which consent shall not be unreasonably withheld, is required for any

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Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
		sublease other than subleases to (i) a nationally or regionally recognized operator of student housing; (ii) a parent, subsidiary or affiliate or a surviving entity after a merger or a consolidation of the Mortgagor or (iii) apartment leases to Syracuse University students or (iv) to IDA as a part of lease/leaseback transaction. With respect to the Company Lease and the Agency Lease: Please note the following exceptions only affect the Company Lease and the Agency Lease and do not affect the Ground Lease. As a result, these exception affect the tax benefits under the PILOT Agreement (the Loan Documents provide for a recourse (described above) for a loss of such tax benefits), but the Ground Lease’s leasehold interest shall not be disturbed. Therefore, the representations of paragraph (48) are not made with respect to the sub-leasehold and sub-subleasehold interests in the Mortgaged Property or the related sublease and sub-sublease, and without limiting the foregoing, we call your attention to the following specific items: (b) IDA, as a lessor under the Agency Lease did not give its present consent to the Mortgagee’s succeeding to the Mortgagor’s interests under the Agency Lease upon a foreclosure (IDA’s future consent shall not be unreasonably withheld). (e) IDA, as a lessor under the Agency Lease or a tenant under the Company Lease, has no obligation to give notice of default under the Agency Lease or Company Lease to the Mortgagee. (g) Under the Agency Lease, the Mortgagee has the same cure period as the Mortgagor (there is no extension for sufficient time to gain possession of the leasehold interest under the Agency Lease, if such possession is necessary for cure). (h) The terms of the Agency Lease and the Company Lease will not extend more than 10 years after the term of the Mortgaged Loan. (i) IDA, as a lessor under the Agency Lease, is not required to enter into a new lease with the Mortgagee upon a termination of the Agency Lease.

(48) Ground Lease Representations and Warranties	Whole Foods Charlottesville (No. 49)	The Mortgagor has mortgaged its interest as tenant under a sub-ground lease. The master ground lease between the fee owner and the Mortgagor’s landlord is also mortgaged by the Mortgagor’s landlord, as tenant under the master ground lease, to a different lender. The fee interest is not mortgaged. There is an Attornment and Nondisturbance Agreement already on record among the fee owner, the Mortgagor’s landlord and the Mortgagor agreeing that in the event the master ground lease is terminated, the fee owner will accept the premises subject to the Mortgagor’s lease and the Mortgagor’s lease will continue in full force and effect between the fee owner and the Mortgagor (or its lender, if applicable). A Subordination, Non-Disturbance and Attornment Agreement was also put to record at closing by and among the Mortgagor’s landlord’s lender, the Mortgagor’s landlord, and the Mortgagor in which the Mortgagor’s landlord’s lender agrees (i) not to disturb Mortgagor if it is not in default under its lease and (ii) not to disturb Mortgagor’s lender while Mortgagor’s lender remains entitled to exercise any rights or remedies under its Mortgage.

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ANNEX F

SELECTED FINANCIAL INFORMATION FOR AMERICAN EAGLE OUTFITTERS, INC.

	For the Years Ended(1)
	January 29,			January 30,			January 31,			February 2,			February 3,
	2011			2010			2009			2008			2007
	(In thousands, except per share amounts, ratios and other financial information)
Summary of Operations(2)
Net sales		$2,967,559			$2,940,269			$2,948,679			$3,041,158			$2,790,976
Comparable store sales (decrease) increase (3)		(1	)%		(4	)%		(10	)%		1	%		12	%
Gross profit		$1,170,959			$1,173,430			$1,197,186			$1,438,236			$1,353,703
Gross profit as a percentage of net sales		39.50	%		39.90	%		40.60	%		47.30	%		48.50	%
Operating income (4)		$317,261			$310,392			$382,797			$652,201			$629,240
Operating income as a percentage of Net sales		10.7	%		10.6	%		13.0	%		21.4	%		22.5	%
Income from continuing operations		$181,934			$213,398			$229,984			$433,507			$413,583
Income from continuing operations as a percentage of net sales		6.1	%		7.3	%		7.8	%		14.3	%		14.8	%

Per Share Results(5)
Income from continuing operations per common share-basic		$0.91			$1.04			$1.12			$2.01			$1.86
Income from continuing operations per common share-diluted		$0.90			$1.02			$1.11			$1.97			$1.81
Weighted average common shares outstanding — basic		199,979			206,171			205,169			216,119			222,662
Weighted average common shares outstanding — diluted		201,818			209,512			207,582			220,280			228,384
Cash dividends per common share		$0.93			$0.40			$0.40			$0.38			$0.28

Balance Sheet Information
Total cash and short-term investments		$734,695			$698,635			$483,853			$619,939			$813,813
Long-term investments		$5,915			$197,773			$251,007			$165,810			$264,944
Total assets		$1,879,998			$2,138,148			$1,963,676			$1,867,680			$1,979,558
Short-term debt.		—			$30,000			$75,000			—			—
Long-term debt		—			—			—			—			—
Stockholders’ equity		$1,351,071			$1,578,517			$1,409,031			$1,340,464			$1,417,312
Working capital		$786,573			$758,075			$523,596			$644,656			$724,490
Current ratio.		3.03			2.85			2.30			2.71			2.56
Average return on stockholders’ equity		9.6	%		11.3	%		13.0	%		29.0	%		30.1	%

Other Financial Information(2)
Total stores at year-end		1,086			1,075			1,070			968			906
Capital expenditures		$84,259			$127,080			$243,564			$249,640			$210,082
Net sales per average selling square foot(6)		$524			$526			$563			$644			$644
Total selling square feet at end of period		5,067,489			4,981,595			4,920,285			4,492,198			4,191,973
Net sales per average gross square foot(6)		$420			$422			$452			$522			$525
Total gross square feet at end of period		6,339,469			6,215,355			6,139,663			5,581,769			5,136,962
Number of employees at end of period		39,900			38,800			36,900			38,400			27,400

(1)	Except for the fiscal year ended February 3, 2007, which includes 53 weeks, all fiscal years presented include 52 weeks.
(2)	All amounts presented are from continuing operations and exclude MARTIN+OSA’s results of operations for all periods.
(3)	The comparable store sales increase for the period ended February 2, 2008 is compared to the corresponding 52 week period in Fiscal 2006. The comparable store sales increase for the period ended February 3, 2007 is compared to the corresponding 53 week period in the preceding fiscal year.
(4)	All amounts presented exclude gift card service fee income, which was reclassified to other income, net during Fiscal 2006.
(5)	Per share results for all periods presented reflect the three-for-two stock split distributed on December 18, 2006.
(6)	Net sales per average square foot is calculated using retail store sales for the year divided by the straight average of the beginning and ending square footage for the year.

F-1

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PROSPECTUS

GS MORTGAGE SECURITIES CORPORATION II

Depositor

Commercial Mortgage Pass-Through

Certificates (Issuable in Series by Separate Issuing Entities)

GS Mortgage Securities Corporation II from time to time will offer Commercial Mortgage Pass-Through Certificates in separate series issued by one or more issuing entities that are a trust. We will offer the certificates through this prospectus and a separate prospectus supplement for each series. If specified in the related prospectus supplement, we may not offer all of the classes of certificates in a particular series. For each series, we will establish a trust fund consisting primarily of mortgage loans secured by first, second or third liens on commercial real estate, multifamily and/or mixed residential/commercial properties and other assets as described in this prospectus and to be specified in the related prospectus supplement. The certificates of a series will evidence beneficial ownership interests in the trust fund. The certificates of a series may be divided into two or more classes which may have different interest rates and which may receive principal payments in differing proportions and at different times. In addition, the rights of certain holders of classes may be subordinate to the rights of holders of other classes to receive principal and interest. The certificates of any series are not obligations of the depositor, the sponsor, any servicer or any of their respective affiliates. The certificates and the underlying mortgage loans will not be insured or guaranteed by any governmental agency or other person.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved of the offered certificates or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No secondary market will exist for a series of certificates prior to its offering. We cannot assure you that a secondary market will develop for the certificates of any series or, if it does develop, that it will continue.

Investing in the offered certificates involves risks. See “RISK FACTORS” beginning on page 4 of this prospectus. For each series, see “RISK FACTORS” in the related prospectus supplement.

The certificates may be offered through one or more different methods, including offerings through underwriters, as more fully described under “PLAN OF DISTRIBUTION” on page 105 of this prospectus and in the related prospectus supplement. Our affiliates may from time to time act as agents or underwriters in connection with the sale of the offered certificates. Offerings of certain classes of the certificates, as specified in the related prospectus supplement, may be made in one or more transactions exempt from the registration requirements of the Securities Act of 1933, as amended, which offerings will not be made pursuant to this prospectus or the related registration statement.

This prospectus may not be used to consummate sales of the offered certificates unless accompanied by a prospectus supplement.

September 16, 2011

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:

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this prospectus, which provides general information, some of which may not apply to a particular series of certificates, including your series; and

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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 where 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.

You can find the definitions of capitalized terms that are used in this prospectus on the pages indicated under the caption “Index of Defined Terms” beginning on page 109 in this prospectus.

In this prospectus, the terms “Depositor,” “we,” “us” and “our” refer to GS Mortgage Securities Corporation II.

If you require additional information, the mailing address of our principal executive offices is GS Mortgage Securities Corporation II, 200 West Street, New York, New York 10282 and the telephone number is (212) 902-1000. For other means of acquiring additional information about us or a series of certificates, see “INCORPORATION OF CERTAIN INFORMATION BY REFERENCE” beginning on page 107 of this prospectus.

TABLE OF CONTENTS

SUMMARY OF PROSPECTUS	3
RISK FACTORS	4
THE PROSPECTUS SUPPLEMENT	22
THE DEPOSITOR	24
THE SPONSOR	24
USE OF PROCEEDS	27
DESCRIPTION OF THE CERTIFICATES	27
THE MORTGAGE POOLS	34
SERVICING OF THE MORTGAGE LOANS	39
CREDIT ENHANCEMENT	46
SWAP AGREEMENT	48
YIELD CONSIDERATIONS	49
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS	51
FEDERAL INCOME TAX CONSEQUENCES	72
STATE AND LOCAL TAX CONSIDERATIONS	101
ERISA CONSIDERATIONS	102
LEGAL INVESTMENT	104
THE APPRAISAL REGULATIONS	104
PLAN OF DISTRIBUTION	105
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	107
LEGAL MATTERS	107
RATINGS	108
INDEX OF DEFINED TERMS	109

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SUMMARY OF PROSPECTUS

This summary includes selected information from this prospectus. It does not contain all of the information you need to consider in deciding whether to buy any class of the offered certificates. To understand the terms of the offering of the offered certificates, you should read carefully this entire prospectus and the applicable prospectus supplement.

Title of Certificates

Commercial Mortgage Pass-Through Certificates, issuable in series.

Depositor

GS Mortgage Securities Corporation II, a Delaware corporation. Our telephone number is (212) 902-1000.

Description of Certificates; Ratings

The certificates of each series will be issued pursuant to a pooling and servicing agreement and may be issued in one or more classes. The certificates of each series will represent in the aggregate the entire beneficial ownership interest in the property of the related trust fund. Each trust fund will consist primarily of mortgage loans secured by first, second or third liens on commercial real estate, multifamily and/or mixed residential/commercial properties and other assets as described in this prospectus and to be specified in the related prospectus supplement. Each class or certificate will be rated not lower than investment grade by one or more nationally recognized statistical rating organizations at the date of issuance.

The prospectus supplement for a series of certificates includes important information on related trust fund, certificates, and risks, including information on the following:

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the name of the servicer and special servicer, the circumstances when a special servicer will be appointed and their respective obligations (if any) to make advances to cover delinquent payments on the assets of the trust fund, taxes, assessments or insurance premiums;

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the assets in the trust fund, including a description of the pool of mortgage loans or mortgage-backed securities;

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the identity and attributes of each class within a series of certificates, including whether (and to what extent) any credit enhancement benefits any class of a series of certificates;

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the tax status of certificates; and

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whether the certificates will be eligible to be purchased by investors subject to ERISA or will be mortgage related securities for purposes of SMMEA.

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RISK FACTORS

An investment in the certificates of any series involves significant risks and are not suitable investments for all investors. Before making an investment decision, you should carefully review the following information and the information under the caption “Risk Factors” in the applicable prospectus supplement. Such risks give rise to the potential for significant loss over the life of the certificates and could result in the failure of investors in the certificates to fully recover their initial investments.

The Certificates May Not Be a Suitable Investment for You

For the reasons set forth in this section and in the “Risk Factors” section in the applicable prospectus supplement, the yield to maturity and the aggregate amount and timing of distributions on the certificates are subject to material variability from period to period and over the life of the certificates, including as a result of variations in the performance of the mortgage loans in a trust or trust fund. As a result, investment in the certificates involves substantial risks and uncertainties and should be considered only by sophisticated investors with substantial investment experience with similar types of securities.

Risks of Commercial and Multifamily Lending Generally

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

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:

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the age, design and construction quality of the properties;

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

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the characteristics of the neighborhood where the property is located;

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the proximity and attractiveness of competing properties;

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the adequacy of the property’s management and maintenance;

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

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

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dependence upon a single tenant, a small number of tenants or a concentration of tenants in a particular business or industry;

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a decline in the financial condition of a major tenant;

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an increase in vacancy rates; and

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

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Other factors are more general in nature, such as:

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

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local real estate conditions, such as an oversupply of competing properties, retail space, office space, multifamily housing or hotel capacity;

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demographic factors;

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consumer confidence;

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consumer tastes and preferences;

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retroactive changes in building codes;

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changes or continued weakness in specific industry segments;

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

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the public perception of safety for customers and clients.

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

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

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the creditworthiness of tenants;

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tenant defaults;

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

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

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

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

It is unlikely that we will obtain new appraisals of the mortgaged properties or assign new valuations to the mortgage loans in connection with the offering of the offered certificates. The market values of the underlying mortgaged properties could have declined since the origination of the related mortgage loans.

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Office Properties Have Special Risks

A large number of factors may adversely affect the value of office properties, including:

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the quality of an office building’s tenants;

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an economic decline in the business operated by the tenant;

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

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the physical attributes of the building with respect to the technological needs of the tenants, including the adaptability of the building to changes in the technological needs of the tenants;

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

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

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the desirability of the area as a business location;

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

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in the case of medical office properties, the performance of a medical office property may depend on (a) the proximity of such property to a hospital or other health care establishment and (b) reimbursements for patient fees from private or government sponsored insurers. Issues related to reimbursement (ranging from non payment to delays in payment) from such insurers could adversely impact cash flow at such mortgaged property.

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

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

Retail Properties Have Special Risks

The value of retail properties is significantly affected by the quality of the tenants as well as fundamental aspects of real estate, such as location and market demographics. The correlation between success of tenant business and a retail property’s value may be more direct with respect to retail properties than other types of commercial property because a component of the total rent paid by certain retail tenants is often tied to a percentage of gross sales.

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

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

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

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

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the bankruptcy or economic decline of an anchor tenant, shadow anchor 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 or a change in use or in the nature of its retail operations (notwithstanding its continued payment of rent).

If anchor stores in a mortgaged property were to close, the related borrower may be unable to replace those anchors in a timely manner or without suffering adverse economic consequences. In addition, it is common for anchor tenants and non-anchor tenants at anchored or shadowed anchored retail centers to have co tenancy clauses and/or operating covenants in their leases or operating agreements which permit those tenants or anchor stores to cease operating, reduce rent or terminate their leases 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, the loss of an anchor tenant may have a material adverse impact on the non-anchor tenant’s ability to operate, which may in turn adversely impact the borrower’s ability to meet its obligations under the related loan documents. In addition, in the event that a “shadow anchor” fails to renew its lease, terminates its lease or otherwise ceases to conduct business within a close proximity to the mortgaged property, customer traffic at the mortgaged property may be substantially reduced. If an anchor tenant goes dark, generally the borrower's only remedy is to terminate that lease after the anchor tenant has been dark for a specified amount of time.

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

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

Certain anchor tenant and tenant estoppels will have been obtained in connection with the origination of the mortgage loans (or related whole loans) that identify disputes between the related borrower and the applicable anchor tenant or tenant, or alleged defaults or potential defaults by the applicable property owner under the lease or REA. Such disputes, defaults or potential defaults, could lead to a termination or attempted termination of the applicable lease or REA by the anchor tenant or tenant or to litigation against the related borrower. We cannot assure you that these anchor tenant and tenant disputes will not have a material adverse effect on the ability of the related borrowers to repay their portion of the mortgage loan. In addition, we cannot assure you that the anchor tenant or tenant estoppels obtained identify all potential disputes that may arise with anchor tenants or tenants.

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

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income contributed by the mortgaged properties will remain at the level specified in the related prospectus supplement or past levels.

Borrowers and property managers of mortgaged properties may own, and in the future property managers of mortgaged properties and affiliates of borrowers may develop or acquire, additional properties and lease space in other properties in the same market areas where the mortgaged properties are located. Property managers at the related mortgaged properties also may manage competing properties. None of the property managers or any other party has any duty to favor the leasing of space in the mortgaged properties over the leasing of space in other properties, one or more of which may be adjacent to, or near the mortgaged properties.

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

Retail properties may have theater tenants. Properties with theater tenants are exposed to certain unique risks. Aspects of building site design and adaptability affect the value of a theater. In addition, decreasing attendance at a theater could adversely affect revenue of the theater, which may, in turn, cause the tenant to experience financial difficulties, resulting in downgrades in their credit ratings and, in certain cases, bankruptcy filings. See “Risk Factors—Performance of the Certificates Will Be Highly Dependent on the Performance of Tenants and Tenant Leases” in the prospectus supplement. In addition, because of unique construction requirements of theaters, any vacant theater space would not easily be converted to other uses.

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

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

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

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the quality and philosophy of management;

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management’s ability to control membership growth and attrition;

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

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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 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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Hospitality Properties Have Special Risks

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

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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);

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the quality of hospitality property management;

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the presence or construction of competing hotels or resorts;

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

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

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The lack of a franchise affiliation or the loss of a franchise affiliation or a deterioration in the reputation of the franchise;

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

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

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whether management contracts or franchise agreements are renewed or extended upon expiration;

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desirability of particular locations;

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location, quality and management company or franchise affiliation, each of which affects the economic performance of a hospitality property; and

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

Because rooms are generally rented for short periods of time, the financial performance of hospitality properties tends to be affected by adverse economic conditions and competition more quickly than other commercial properties. Additionally, as a result of high operating costs, relatively small decreases in revenue can cause significant stress on a property’s cash flow. Furthermore, the previous terrorist attacks in the United States and the potential for future terrorist attacks may have adversely affected the occupancy rates and, accordingly, the financial performance of hospitality properties.

Moreover, the hospitality and lodging industry is generally seasonal in nature and different seasons affect different hospitality properties differently depending on type and location. This seasonality can be expected to cause periodic fluctuations in a hospitality property’s room and restaurant revenues, occupancy levels, room rates and operating expenses. We cannot assure you that cash flow will be sufficient to offset any shortfalls that occur at the mortgaged property during slower periods or that the related mortgage loans provide for seasonality reserves, or if seasonality reserves are provided for, that such reserves will be funded or will be sufficient or available to fund such shortfalls.

The liquor licenses for hospitality properties are usually held by affiliates of the borrowers, unaffiliated managers or 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 hospitality property that holds a liquor license, the trust or a purchaser in a foreclosure sale would likely have to apply for a new license,

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which might not be granted or might be granted only after a delay that could be significant. There can be no assurance that a new license could be obtained promptly or at all. The lack of a liquor license in a full service hospitality property could have an adverse impact on the revenue from the related mortgaged property or on the hospitality property’s occupancy rate.

Risks Relating to Affiliation with a Franchise or Hotel Management Company

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

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

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

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the duration of the franchise licensing or management agreements.

The continuation of a franchise agreement or management agreement is subject to specified operating standards and other terms and conditions set forth in such agreements. The failure of a borrower to maintain such standards or adhere to other applicable terms and conditions could result in the loss or cancellation of their rights under the franchise or hotel management company agreement or management agreement. There can be no assurance that a replacement franchise could be obtained in the event of termination. In addition, replacement franchises and/or hotel managers may require significantly higher fees as well as the investment of capital to bring the hospitality property into compliance with the requirements of the replacement franchisor and/or hotel managers. Any provision in a franchise agreement or management agreement providing for termination because of a bankruptcy of a franchisor or manager generally will not be enforceable.

The transferability of franchise 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. 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 prior to a foreclosure except in limited circumstances or following a foreclosure.

Multifamily Properties Have Special Risks

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

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the physical attributes of the apartment building such as its age, condition, design, appearance, access to transportation and construction quality;

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the quality of property management;

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the location of the property, for example, a change in the neighborhood over time or increased crime in the neighborhood;

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the ability of management to provide adequate maintenance and insurance;

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the types of services or amenities that the property provides;

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the property’s reputation;

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

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

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

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

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

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

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

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

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

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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;

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government assistance/rent subsidy programs; and

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national, state or local politics.

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.

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

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

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

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

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

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

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

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

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

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

Manufactured Housing Community Properties Have Special Risks

Loans secured by liens on manufactured housing community properties pose risks not associated with loans secured by liens on other types of income-producing real estate. The successful operation of a manufactured housing property may depend upon the number of other competing residential developments in the local market, such as:

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other manufactured housing community properties;

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apartment buildings; and

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site built single family homes.

Other factors may also include:

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

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the location of the manufactured housing property;

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

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the ability of management to provide adequate maintenance and insurance;

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the type of services or amenities it provides;

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the property’s reputation; and

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

The manufactured housing community properties have few improvements (which are highly specialized) and are “special purpose” properties that could not be readily converted to general residential, retail or office use. Thus, if the operation of any of the manufactured housing community properties becomes unprofitable due to competition, age of the improvements or other factors such that the borrower becomes unable to meet its obligations on the related mortgage loan, the liquidation value of that manufactured housing property may be substantially less, relative to the amount owing on the related mortgage loan, than would be the case if the manufactured housing community property were readily adaptable to other uses.

Industrial Properties Have Special Risks

A large number of factors may adversely affect the value of industrial properties, including:

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the quality of tenants;

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

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the property becoming functionally obsolete;

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building design and adaptability;

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unavailability of labor sources;

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

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changes in proximity of supply sources;

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

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the location of the property.

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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. In addition, mortgaged properties used for many industrial purposes are more prone to environmental concerns than other property types.

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

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

Self Storage Properties Have Special Risks

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 mortgaged properties becomes unprofitable due to:

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decreased demand;

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competition;

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lack of proximity to apartment complexes or commercial users;

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apartment tenants moving to single family homes;

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decline in services rendered, including security;

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dependence on business activity ancillary to renting units;

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age of improvements; or

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other factors;

so that the borrower becomes unable to meet its obligations on the related mortgage loan, the liquidation value of that self storage 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.

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Tenants at self storage properties tend to require and receive privacy, anonymity and efficient access, each of which may heighten environmental and other risks related to such property as the borrower may be unaware of the contents in any self storage unit. No environmental assessment of a self storage mortgaged property included an inspection of the contents of the self storage units at that mortgaged property, 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.

Certain mortgage loans secured by self storage properties may be affiliated with a franchise company through a franchise agreement. The performance of a self storage property affiliated with a franchise company may be affected by the continued existence and financial strength of the franchisor, the public perception of a service mark, and the duration of the franchise agreement. 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.

Tenancies in Common May Hinder Recovery

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

Condominium Ownership May Limit Use and Improvements

With respect to certain of the mortgage loans included in a trust or trust fund, the related mortgaged property may consist of the borrower’s interest in commercial condominium interests in buildings and/or other improvements, and related interests in the common areas and the related voting rights in the condominium association.

In the case of condominiums, a board of managers generally has discretion to make decisions affecting the condominium and there may be no assurance that the related borrower will have any control over decisions made by the related board of managers. Decisions made by that board of managers, including regarding assessments to be paid by the unit owners, insurance to be maintained on the condominium and many other decisions affecting the maintenance of that condominium, may have an adverse impact on the mortgage loans that are secured by condominium interests. We cannot assure you 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 on the part of the borrower will not allow the applicable special servicer the same flexibility in realizing on the collateral as is generally available with respect to commercial 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 a mortgaged property which consists of a condominium interest, due to the possible existence of multiple loss payees on any insurance policy covering the mortgaged property, there could be a delay

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in the allocation of related insurance proceeds, if any. Consequently, servicing and realizing upon a condominium property could subject you to a greater delay, expense and risk than with respect to a mortgage loan secured by a commercial property that is not a condominium.

Risks Related to Ground Leases and Other Leasehold Interests

For purposes of each prospectus supplement, the encumbered interest will be characterized as a “fee interest” if (i) the borrower has a fee interest in all or substantially all of the mortgaged property (provided that if the borrower has a leasehold interest in any portion of the mortgaged property, such portion is not, individually or in the aggregate, material to the use or operation of the mortgaged property), or (ii) the mortgage loan is secured by the borrower’s leasehold interest in the mortgaged property as well as the borrower’s (or other fee owner’s) overlapping fee interest in the related mortgaged property.

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

Upon the bankruptcy of a lessor or a lessee under a ground lease, the debtor has the right to assume or reject the lease. If a debtor lessor rejects the lease, the lessee has the right pursuant to Section 365(h) of the Bankruptcy Code to treat such lease as terminated by rejection or remain in possession of its leased premises for the rent otherwise payable under the lease for the remaining term of the ground lease (including renewals) and to offset against such rent any damages incurred due to the landlord’s failure to perform its obligations under the lease. If a debtor lessee/borrower rejects any or all of the lease, the leasehold lender could succeed to the lessee/borrower’s position under the lease only if the lease specifically grants the lender such right. If both the lessor and the lessee/borrowers are involved in bankruptcy proceedings, the issuing entity may be unable to enforce the bankrupt lessee/borrower’s pre-petition agreement to refuse to treat a ground lease rejected by a bankrupt lessor as terminated. In such circumstances, a ground lease could be terminated notwithstanding lender protection provisions contained in the ground lease or in the mortgage.

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

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

Further, in a decision by the United States Court of Appeals for the Seventh Circuit (Precision Indus. v. Qualitech Steel SBQ, LLC, 327 F.3d 537 (7th Cir. 2003)) the court ruled with respect to an unrecorded lease of real property that where a statutory sale of the fee interest in leased property occurs under Section 363(f) of the Bankruptcy Code (11 U.S.C. Section 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. Pursuant to Section 363(e) of the Bankruptcy Code (11 U.S.C. Section 363(a)), a lessee may request the bankruptcy court to prohibit or condition the statutory sale of the property so as to provide adequate protection of the leasehold interest;

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however, the court ruled that this provision does not ensure continued possession of the property, but rather entitles the lessee to compensation for the value of its leasehold interest, typically from the sale proceeds. While there are certain circumstances under which a “free and clear” sale under Section 363(f) of the Bankruptcy Code would not be authorized (including that the lessee could not be compelled in a legal or equitable proceeding to accept a monetary satisfaction of his possessory interest, and that none of the other conditions of Section 363(f)(1) (4) of the Bankruptcy Code otherwise permits the sale), we cannot assure you that those circumstances would be present in any proposed sale of a leased premises. As a result, we cannot assure you that, in the event of a statutory sale of leased property pursuant to Section 363(f) of the Bankruptcy Code, the lessee will be able to maintain possession of the property under the ground lease. In addition, we cannot assure you that the lessee and/or the lender will be able to recoup the full value of the leasehold interest in bankruptcy court. Most of the ground leases contain standard protections typically obtained by securitization lenders. Certain of the ground leases with respect to a mortgage loan included in a trust fund may not.

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

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

See “Certain Legal Aspects of the Mortgage Loans—Bankruptcy Issues” in this prospectus.

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

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

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responding to changes in the local market;

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planning and implementing the rental structure;

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operating the property and providing building services;

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managing operating expenses; and

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

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

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

We make no representation or warranty as to the skills of any present or future managers. In many cases, the property manager will be an affiliate of the borrower and may not manage properties for non

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affiliates. 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.

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

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

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

Risks Associated with One Action Rules

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

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

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

Your Certificates Are Not Obligations of Any Other Person or Entity

Your certificates will represent beneficial ownership interests solely in the assets of the related trust fund and will not represent an interest in or obligation of us, the originator, the sponsor, the trustee, the master servicer, the special servicer or any other person. We or another entity may have a limited obligation to repurchase or substitute certain mortgage loans under certain circumstances as described in the agreement relating to a particular series. Distributions on any class of certificates will depend solely on the amount and timing of payments and other collections in respect of the related mortgage loans. We

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cannot assure you that these amounts, together with other payments and collections in respect of the related mortgage loans, will be sufficient to make full and timely distributions on any offered certificates. The offered certificates and the mortgage loans will not be insured or guaranteed, in whole or in part, by the United States or any governmental entity or any private mortgage or other insurer.

Limited Liquidity

There will have been no secondary market for any series of your certificates prior to the related offering. We cannot assure you that a secondary market will develop or, if it does develop, that it will provide you with liquidity of investment or continue for the life of your certificates. The market value of the certificates will fluctuate with changes in prevailing rates of interest, a change in the ratings of the certificates or other credit related market changes. Consequently, the sale of the certificates in any market that may develop may be at a discount from the certificates’ par value or purchase price.

Modifications of the Mortgage Loans

The master servicer will be responsible for servicing the mortgage loans serviced by it regardless of whether such mortgage loans are performing or have become delinquent or are otherwise in default. As a result, as delinquencies or defaults occur, the special servicer and any sub-servicer will be required to utilize an increasing amount of resources to work with borrowers to maximize collections on the mortgage loans serviced by it. This may include modifying the terms of such mortgage loans that are in default or whose default is reasonably foreseeable. At each step in the process of trying to bring a defaulted mortgage loan current or in maximizing proceeds to the related trust or trust fund, the special servicer and any sub-servicer will be required to invest time and resources not otherwise required when collecting payments on performing mortgage loans. Modifications of mortgage loans implemented by the special servicer or any sub-servicer in order to maximize ultimate proceeds of such mortgage loans to the related trust or trust fund may have the effect of, among other things, reducing or otherwise changing the mortgage rate, forgiving or forbearing payments of principal, interest or other amounts owed under the mortgage loan, extending the final maturity date of the mortgage loan, capitalizing or deferring delinquent interest and other amounts owed under the mortgage loan, forbearing payment of a portion of the principal balance of the mortgage loan or any combination of these or other modifications. Any modified mortgage loan may remain in the related trust or trust fund, and the modification may result in a reduction in (or may eliminate) the funds received with respect of such mortgage loan.

The ability to modify mortgage loans by a servicer may be limited by several factors. First, if the servicer has to consider a large number of modifications, operational constraints may affect the ability of the servicer to adequately address all of the needs of the borrowers. Furthermore, the terms of the related servicing agreement may prohibit the servicer from taking certain actions in connection with a loan modification, such as an extension of the loan term beyond a specified date such as a specified number of years prior to the rated final distribution date. You should consider the importance of the role of the servicer in maximizing collections for the transaction and the impediments the servicer may encounter when servicing delinquent or defaulted mortgage loans. In some cases, failure by a servicer to timely modify the terms of a defaulted mortgage loan may reduce amounts available for distribution on the certificates in respect of such mortgage loan, and consequently may reduce amounts available for distribution to the related certificates. In addition, even if a loan modification is successfully completed, there can be no assurance that the related borrower will continue to perform under the terms of the modified mortgage loan.

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

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

The servicer for a series of securities may be eligible to become a debtor under the United States Bankruptcy Code or enter into receivership under the Federal Deposit Insurance Act (the “FDIA”). If a servicer for any series of securities were to become a debtor under the United States Bankruptcy Code or enter into receivership under the FDIA, although the related servicing agreement provides that such an event would be an event of default entitling the trust or trust fund to terminate the servicer, the provision would most likely not be enforceable. However, a rejection of the Agreement or servicing agreement by the servicer in a bankruptcy proceeding or repudiation of such agreements in a receivership under the FDIA would be treated as a breach of the Agreement or servicing agreement and give the trust or trust fund a claim for damages and the ability to appoint a successor servicer. An assumption under the Bankruptcy Code would require the servicer to cure its pre-bankruptcy defaults, if any, and demonstrate that it is able to perform following assumption. The bankruptcy court may permit the servicer to assume the Agreement or servicing agreement and assign it to a third party. An insolvency by an entity governed by state insolvency law would vary depending on the laws of the particular state. We cannot assure you that a bankruptcy or receivership of the servicer would not adversely impact the servicing of the mortgage loans or the trust or trust fund would be entitled to terminate servicer in a timely manner or at all.

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

Your Lack of Control Over the Trust Can Adversely Impact Your Investment

Investors in the securities do not have the direct right to make decisions with respect to the administration of the trust or trust fund. These decisions are generally made, subject to the express terms of the applicable Agreement, by the servicer or the trustee. Any decision made by any of those parties in respect of the trust or trust fund in accordance with the terms of such Agreement or indenture, even if it determines that decision to be in your best interests, may be contrary to the decision that you would have made and may negatively affect your interests. In certain limited circumstances, the holders of certificates have the right to vote on matters affecting the trust or trust fund.

Book-Entry Securities May Delay Receipt of Payment and Reports and Limit Liquidity and Your Ability to Pledge Certificates

If a trust or trust fund issues certificates in book-entry form, you may experience delays in receipt of your payments and/or reports, since payments and reports will initially be made to the book-entry depository or its nominee. In addition, the issuance of certificates in book-entry form may reduce the liquidity of certificates so issued in the secondary trading market, since some investors may be unwilling to purchase certificates for which they cannot receive physical certificates. Additionally, your ability to pledge certificates to persons or entities that do not participate in The Depository Trust Company system, or otherwise to take action in respect of the certificates, may be limited due to lack of a physical security representing the certificates.

Variability in Average Life of Offered Certificates

The payment experience on the related mortgage loans will affect the actual payment experience on and the weighted average lives of the offered certificates and, accordingly, may affect the yield on the offered certificates. Prepayments on the mortgage loans will be influenced by:

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the prepayment provisions of the related mortgage notes;

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a variety of economic, geographic and other factors, including prevailing mortgage rates and the cost and availability of refinancing for commercial mortgage loans.

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In general, if prevailing interest rates fall significantly below the interest rates on the mortgage loans, you should expect the rate of prepayment on the mortgage loans to increase. Conversely, if prevailing interest rates rise significantly above the interest rates on the mortgage loans, you should expect the rate of prepayment to decrease.

Certain of the mortgage loans may provide for a prepayment premium if prepaid during a specified period, and certain of the mortgage loans may prohibit prepayments of principal in whole or in part during a specified period. See “DESCRIPTION OF THE MORTGAGE POOL” in the related prospectus supplement for a description of the prepayment premiums and lockout periods, if any, for the mortgage loans underlying a series of certificates. The prepayment premiums and lockout periods can, but do not necessarily, reduce the likelihood of prepayments. However, in certain jurisdictions, the enforceability of provisions in mortgage loans prohibiting or limiting prepayment or requiring prepayment premiums in connection with prepayments may be subject to limitations as described under “CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS—Enforceability of Certain Provisions—Prepayment Provisions” in this prospectus. We cannot assure you as to the effect of prepayment premiums or lockout periods on the rate of mortgage loan prepayment.

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

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

Certain Legal Aspects of the Mortgage Loans

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

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what proceedings are required for foreclosure;

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

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

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

In addition, the laws of some jurisdictions may render certain provisions of the mortgage loans unenforceable or subject to limitations which may affect lender’s rights under the mortgage loans. See

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“CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS” in this prospectus. Delays in liquidations of defaulted mortgage loans and shortfalls in amounts realized upon liquidation as a result of the application of these laws may create delays and shortfalls in payments to Certificateholders.

Environmental Law Considerations

Before the trustee, special servicer or the master servicer, as applicable, acquires title to a property on behalf of the trust or assumes operation of the property, it will be required to obtain an environmental site assessment of the mortgaged property pursuant to the American Society for Testing and Materials (ASTM) guidelines, specifically E 1527-00. This requirement will decrease the likelihood that the trust will become liable under any environmental law. However, this requirement may effectively preclude foreclosure until a satisfactory environmental site assessment is obtained (or until any required remedial action is taken). Moreover, this requirement may not necessarily insulate the trust from potential liability under environmental laws.

Under the laws of certain states, failure to remediate environmental conditions as required by the state may give rise to a lien on a mortgaged property or a restriction on the right of the owner to transfer the mortgaged property to ensure the reimbursement of remediation expenses incurred by the state. Although the costs of remedial action could be substantial, it is unclear as to whether and under what circumstances those costs or the requirement to remediate would be imposed on a secured lender such as the trust fund. However, under the laws of some states and under applicable federal law, a lender may be liable for the costs of remedial action in certain circumstances as the “owner” or “operator” of the Mortgaged Property. See “CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS—Environmental Risks” in this prospectus.

Risk of Early Termination

The trust for a series of certificates may be subject to optional termination under certain circumstances by certain persons named in the prospectus supplement for your certificates. In the event of this termination, you might receive some principal payments earlier than otherwise expected, which could adversely affect your anticipated yield to maturity.

THE PROSPECTUS SUPPLEMENT

The prospectus supplement for each series of offered certificates will, among other things, describe to the extent applicable:

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any structural features, such as multiple levels of trusts or the use of special finance vehicles to hold the mortgage pool, used in structuring the transaction;

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whether the trust will be treated for federal income tax purposes as one or more grantor trusts, or REMICs;

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the identity of each class within a series;

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the initial aggregate principal amount, the interest rate (or the method for determining the rate) and the authorized denominations of each class of offered certificates;

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certain information concerning the mortgage loans relating to a series, including the principal amount, type and characteristics of the mortgage loans on the cut-off date, and, if applicable, the amount of any reserve fund;

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the identity of the master servicer;

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the identity of the special servicer, if any, and the characteristics of any specially serviced mortgage loans;

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the method of selection and powers of any representative of a class of certificates permitted to direct or approve actions of the special servicer;

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the circumstances, if any, under which the offered certificates are subject to redemption prior to maturity;

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the final scheduled distribution date of each class of offered certificates;

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the method used to calculate the aggregate amount of principal available and required to be applied to the offered certificates on each distribution date;

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the order of the application of principal and interest payments to each class of offered certificates and the allocation of principal to be so applied;

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the extent of subordination of any subordinate certificates;

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for each class of offered certificates, the principal amount that would be outstanding on specified distribution dates if the mortgage loans relating to a series were prepaid at various assumed rates;

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the distribution dates for each class of offered certificates;

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the representations and warranties to be made by us or another entity relating to the mortgage loans;

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information with respect to the terms of the subordinate certificates or residual certificates, if any;

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additional information with respect to any credit enhancement or cash flow agreement and, if the certificateholders will be materially dependent upon any provider of credit enhancement or cash flow agreement counterparty for timely payment of interest and/or principal, information (including financial statements) regarding the provider or counterparty;

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additional information with respect to the plan of distribution;

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whether the offered certificates will be available in definitive form or through the book-entry facilities of The Depository Trust Company or another depository;

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any significant obligors in accordance with Regulation AB;

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if applicable, additional information concerning any known concerns regarding unique economic or other factors where there is a material concentration of any of the mortgage loans in a specific geographic region;

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if applicable, additional financial and other information concerning individual mortgaged properties when there is a substantial concentration of one or a few mortgage loans in a jurisdiction or region experiencing economic difficulties which may have a material effect on the mortgaged properties;

●

if a trust fund contains a substantial concentration of one or a few mortgage loans in a single jurisdiction, a description of material differences, if any, between the legal aspects of mortgage loans in that jurisdiction and the summary of general legal aspects of mortgage loans set forth under “CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS” in this prospectus; and

●

whether any class of offered certificates qualifies as “mortgage related securities” under the Secondary Mortgage Market Enhancement Act of 1984, as amended, as described under “LEGAL INVESTMENT” in this prospectus.

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THE DEPOSITOR

GS Mortgage Securities Corporation II (the “Depositor”) was incorporated in the State of Delaware on November 16, 1995, for the purpose of engaging in the business, among other things, of acquiring and depositing mortgage assets in trusts in exchange for certificates evidencing interests in the trusts and selling or otherwise distributing the certificates. The principal executive offices of the Depositor are located at 200 West Street, New York, New York 10282. Its telephone number is (212) 902-1000. The Depositor will not have any material assets other than the trust funds.

Neither the Depositor, nor any of its affiliates will insure or guarantee distributions on the certificates of any series offered by means of this prospectus and any related prospectus supplement. The Agreement (as defined below) for each series will provide that the Holders of the certificates for the series will have no rights or remedies against the Depositor or any of its affiliates for any losses or other claims in connection with the certificates or the mortgage loans other than the repurchase or substitution of the mortgage loans by the Depositor, if specifically set forth in the Agreement.

The certificate of incorporation, as amended, of the Depositor provides that a director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that the exemption from liability or limitation of liability is not permitted under the Delaware General Corporation Law as currently in effect or as may be amended. In addition, the bylaws of the Depositor provide that the Depositor shall indemnify to the full extent permitted by law any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person or the person’s testator or intestate is or was a director, officer or employee of the Depositor or serves or served, at the request of the Depositor, any other enterprise as a director, officer or employee. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers and controlling persons of the Depositor pursuant to the foregoing provisions, or otherwise, the Depositor has been advised that, in the opinion of the Securities and Exchange Commission (the “SEC”), the indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

THE SPONSOR

Overview

The prospectus supplement for each series of securities will identify the sponsor or sponsors for the related series. The related prospectus supplement may identify a sponsor to be Goldman Sachs Mortgage Company (“GSMC”).

GSMC is a New York limited partnership. GSMC is an affiliate of the depositor and an affiliate, through common parent ownership, of Goldman Sachs & Co. GSMC was formed in 1984. Its general partner is Goldman Sachs Real Estate Funding Corp. and its limited partner is Goldman Sachs Bank USA. GSMC’s executive offices are located at 200 West Street, New York, New York 10282, telephone number (212) 902-1000.

GSMC’s Commercial Mortgage Securitization Program. As a sponsor, GSMC originates and acquires fixed and floating rate commercial mortgage loans and either by itself or together with other sponsors or mortgage loan sellers, organizes and initiates the securitization of such commercial mortgage loans by transferring the commercial mortgage loans to a securitization depositor, including GS Mortgage Securities Corporation II or another entity that acts in a similar capacity. In coordination with its affiliates, Goldman Sachs Commercial Mortgage Capital, L.P. and Goldman Sachs Lending Partners LLC, and other underwriters, GSMC works with rating agencies, investors, unaffiliated mortgage loan sellers and servicers in structuring the securitization transaction. As of June 30, 2011, GSMC has acted as a sponsor and mortgage loan seller on 57 fixed and floating-rate commercial mortgage backed securitization transactions.

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Many of the commercial mortgage loans acquired by GSMC are sold to securitizations in which GSMC acts as either sponsor or commercial mortgage loan seller. GSMC acquires both fixed rate and floating rate commercial mortgage loans which are included in both public and private securitizations. GSMC also acquires subordinate and mezzanine debt for investment, syndication or securitization. From the beginning of its participation in commercial mortgage securitization programs in 1996 through December 30, 2010, GSMC acquired approximately 1,965 fixed and floating rate commercial and multifamily mortgage loans with an aggregate original principal balance of approximately $60.8 billion. Approximately 1,939 fixed and floating rate commercial mortgage loans with an aggregate original principal balance of approximately $59.8 billion were included in 57 securitization transactions.

GSMC acquires many of the mortgage loans from Goldman Sachs Commercial Mortgage Capital, L.P. (“GSCMC”) (formerly known as Archon Financial, L.P.), a Delaware limited partnership, and Goldman Sachs Lending Partners LLC, a Delaware limited liability company, both of which are affiliates of GSMC. GSCMC’s primary business is the underwriting and origination, either by itself or together with another originator, of mortgage loans secured by commercial or multifamily properties. The commercial mortgage loans originated by GSCMC include both fixed and floating-rate commercial mortgage loans and such commercial mortgage loans are often included in both public and private securitizations.

Underwriting Standards

Each of GSCMC, Goldman Sachs Lending Partners LLC (“GSLP”) and GSMC, each of which may be an originator, are affiliated with each other and with Goldman, Sachs & Co., one of the underwriters, and GS Mortgage Securities Corporation II, the Depositor. GSCMC, GSLP and GSMC are referred to as the “Goldman Originators” in this prospectus.

The primary business of each Goldman Originator is the underwriting and origination, either by itself or together with another originator, of mortgage loans secured by commercial or multifamily properties. The commercial mortgage loans originated by each Goldman Originator include both fixed and floating rate commercial mortgage loans and such commercial mortgage loans are often included in both public and private securitizations. Many of the commercial mortgage loans originated by the Goldman Originators are acquired by GSMC and sold to securitizations in which GSMC acts as sponsor and/or loan seller.

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

Process. The credit underwriting process for each mortgage loan originated by a Goldman Originator is performed by a deal team comprised of real estate professionals which typically includes an originator, analyst, loan officer and commercial closer. This team conducts a review of the related mortgaged property, which typically includes an examination of historical operating statements, rent rolls, tenant leases, current and historical real estate tax information, insurance policies and/or schedules, and third party reports pertaining to appraisal/valuation, zoning, environmental status and physical condition/seismic/engineering. (see “Transaction Parties—The Originators—The Goldman Originators—Escrow Requirements”, “—Third Party Reports—Property Analysis”, “—Third Party Reports—Appraisal and Loan-to-Value Ratio”, “—Third Party Reports—Environmental Report”, “—Third Party Reports—Physical Condition Report”, “—Third Party Reports—Title Insurance Policy” and “—Third Party Reports—Property Insurance” in the prospectus supplement).

A member of the applicable Goldman Originator deal team performs or engages a third party to perform an inspection of the property as well as a review of the surrounding market environment, including demand generators and competing properties, in order to confirm tenancy information, assess

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

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

After the compilation and review of all documentation and other relevant considerations, the deal team finalizes its underwriting analysis of the property’s cash flow in accordance with the property specific cash flow underwriting guidelines of the applicable Goldman Originator. 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 or 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 which consist of senior real estate professionals, among others. After a review of the credit committee package and a discussion of the loan, the committee may approve the loan as recommended or request additional due diligence, modify the terms, or reject the loan entirely.

Debt Service Coverage and LTV Requirements. Each Goldman Originator’s underwriting standards generally require a minimum debt service coverage ratio (DSCR) of 1.25x and maximum loan-to-value (LTV) of 75%. However these thresholds are guidelines and exceptions may be made on the merits of each individual loan. Certain properties may also be encumbered by, or otherwise support payments on, subordinate debt and/or mezzanine debt secured by direct or indirect ownership interests in the borrower. When such additional debt is taken into account, the aggregate debt may not conform to the aforementioned parameters.

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

Amortization Requirements. While each Goldman Originator’s underwriting guidelines generally permit a maximum amortization period of 30 years, certain loans may provide for interest-only payments through maturity or for an initial portion of the commercial mortgage loan term. However, if the loan entails only a partial interest-only period, the monthly debt service, the annual debt service and DSCR set forth in the related prospectus supplement reflects a calculation based on the future (larger) amortizing loan payment. See “Description of the Mortgage Pool” in the prospectus supplement.

Escrow Requirements. Each Goldman Originator may require borrowers to fund escrows for taxes, insurance and replacement reserves. In addition, each Goldman Originator may identify certain risks that warrant additional escrows or holdbacks for items such as tenant improvements/leasing commissions, deferred maintenance, environmental costs or unpaid obligations. 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, the borrower may be allowed to post a letter of credit or guaranty in lieu of a cash reserve, 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 commercial mortgage loans originated by the Goldman Originators.

Servicing. Interim servicing for all loans originated by a Goldman Originator prior to securitization is typically performed by Archon Group, L.P., an affiliate of the Goldman Originators. However, primary

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servicing may occasionally be retained by certain qualified mortgage brokerage firms under established sub-servicing agreements with the applicable Goldman Originator, which may be retained post-securitization including the applicable fees. Otherwise, servicing responsibilities are transferred from Archon Group, L.P. to the master servicer of the securitization trust (and a primary servicer when applicable) at closing of the securitization. From time to time, Archon Group, L.P. may retain primary servicing.

USE OF PROCEEDS

The Depositor intends to apply all or substantially all of the net proceeds from the sale of each series offered in this prospectus and by the related prospectus supplement to acquire the mortgage loans relating to the series, to establish any reserve funds, for the series, to obtain other credit enhancement, if any, for the series, to pay costs incurred in connection with structuring and issuing the certificates and for general corporate purposes. Certificates may be exchanged by the Depositor for mortgage loans.

DESCRIPTION OF THE CERTIFICATES*

The certificates of each series will be issued pursuant to a pooling and servicing agreement (the “Agreement”) to be entered into among the Depositor, the Master Servicer, the Special Servicer, if any, and the Trustee for that series and any other parties described in the related prospectus supplement, substantially in the form filed as an exhibit to the registration statement of which this prospectus is a part or in the other form as may be described in the related prospectus supplement. The following summaries describe certain provisions expected to be common to each series and the Agreement with respect to the underlying Trust Fund. However, the prospectus supplement for each series will describe more fully additional characteristics of the certificates offered in that prospectus supplement and any additional provisions of the related Agreement.

At the time of issuance, it is anticipated that the offered certificates of each series will be rated “investment grade,” typically one of the four highest generic rating categories, by at least one nationally recognized statistical rating organization (“NRSRO”) within the meaning of Section 3(a)(62) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at the request of the Depositor. Each of the NRSROs engaged by the Depositor to rate the offered certificates of the related series will be referred to as a “Rating Agency” in the related prospectus supplement. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning Rating Agency. We cannot assure you as to whether any NRSRO not requested to rate the offered certificates will nonetheless issue a rating and, if so, what the rating would be. A rating assigned to the offered certificates by an NRSRO that has not been requested by the Depositor to do so may be lower than the rating assigned by a Rating Agency pursuant to the Depositor’s request, and may adversely impact the liquidity and market value of those offered certificates.

* Whenever used in this Prospectus the terms “certificates,” “trust fund” and “mortgage pool” will be deemed to apply, unless the context indicates otherwise, to a specific series of certificates, the trust fund underlying the related series and the related mortgage pool.

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General

The certificates of each series will be issued in registered or book-entry form and will represent beneficial ownership interests in a trust created pursuant to the Agreement for the series. The assets in the trust (collectively, the “Trust Fund”) for each series will consist of the following, to the extent provided in the Agreement:

(i) a pool primarily of mortgage loans secured by first, second or third liens on commercial real estate, multifamily and/or mixed residential/commercial properties conveyed to the Trustee pursuant to the Agreement;

(ii) all payments on or collections in respect of the mortgage loans due on or after the date specified in the related prospectus supplement; and

(iii) all property acquired by foreclosure or deed in lieu of foreclosure with respect to the mortgage loans.

In addition, the Trust Fund for a series may include various forms of credit enhancement. Credit enhancement may be in the form of the subordination of one or more classes of the certificates of the series, the establishment of one or more reserve funds, overcollateralization, a letter of credit, certificate guarantee insurance policies or the use of cross-support features, or any combination of the foregoing. See “CREDIT ENHANCEMENT” in this prospectus. These other assets, if any, will be described more fully in the related prospectus supplement.

The prospectus supplement for any series will describe any specific features of the transaction established in connection with the holding of the underlying mortgage pool. If specified in the related prospectus supplement, certificates of a given series may be issued in a single class or two or more classes which may pay interest at different rates, may represent different allocations of the right to receive principal and interest payments, and certain of which may be subordinated to other classes in the event of shortfalls in available cash flow from the underlying mortgage loans or realized losses on the underlying mortgage loans. Alternatively, or in addition, if so specified in the related prospectus supplement, classes may be structured to receive principal payments in sequence. The related prospectus supplement may provide that each class in a group of classes structured to receive sequential payments of principal will be entitled to be paid in full before the next class in the group is entitled to receive any principal payments, or may provide for partially concurrent principal payments among one or more of the classes. If so specified in the related prospectus supplement, a class of offered certificates may also provide for payments of principal only or interest only or for disproportionate payments of principal and interest. Subordinate Certificates of a given series of offered certificates may be offered in the same prospectus supplement as the Senior Certificates of the series or may be offered in a separate prospectus supplement or may be offered in one or more transactions exempt from the registration requirements of the Securities Act. Each class of offered certificates of a series will be issued in the minimum denominations specified in the related prospectus supplement.

The prospectus supplement for any series including types of classes similar to any of those described above will contain a description of their characteristics and risk factors, including, as applicable:

(i) mortgage principal prepayment effects on the weighted average lives of the classes;

(ii) the risk that interest only, or disproportionately interest weighted, classes purchased at a premium may not return their purchase prices under rapid prepayment scenarios; and

(iii) the degree to which an investor’s yield is sensitive to principal prepayments.

The offered certificates of each series will be freely transferable and exchangeable at the office specified in the related Agreement and prospectus supplement; provided, however, that certain classes of offered certificates may be subject to transfer restrictions described in the related prospectus supplement.

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If specified in the related prospectus supplement, the offered certificates may be transferable only in book-entry form through the facilities of the Depository or another depository identified in the prospectus supplement.

If the certificates of a class are transferable only on the books of The Depository Trust Company (the “Depository”), no person acquiring a certificate that is in book-entry form (each, a “beneficial owner”) will be entitled to receive a physical certificate representing the certificate except in the limited circumstances described in the related prospectus supplement. Instead, the certificates will be registered in the name of a nominee of the Depository, and beneficial interests in the certificates will be held by investors through the book-entry facilities of the Depository, as described in this prospectus. The Depositor has been informed by the Depository that its nominee will be Cede & Co. Accordingly, Cede & Co. is expected to be the holder of record of any certificates that are in book-entry form.

If the certificates of a class are transferable only on the books of the Depository, each beneficial owner’s ownership of the certificate will be recorded on the records of the brokerage firm, bank, thrift institution or other financial intermediary (each, a “Financial Intermediary”) that maintains the beneficial owner’s account for this purpose. In turn, the Financial Intermediary’s ownership of the certificate will be recorded on the records of the Depository (or of a participating firm that acts as agent for the Financial Intermediary, whose interest will in turn be recorded on the records of the Depository, if the beneficial owner’s Financial Intermediary is not a Depository participant). Beneficial ownership of a book-entry certificate may only be transferred in compliance with the procedures of the Financial Intermediaries and Depository participants. Because the Depository can act only on behalf of participants, who in turn act on behalf of indirect participants and certain banks, the ability of a beneficial owner to pledge book-entry certificates to persons or entities that do not participate in the Depository system, or to otherwise act with respect to the book-entry certificates, may be limited due to the lack of a physical certificate for the book-entry certificates.

The Depository, which is a New York-chartered limited purpose trust company, performs services for its participants, some of whom (and/or their representatives) own the Depository. In accordance with its normal procedure, the Depository is expected to record the positions held by each Depository participant in the book-entry certificates, whether held for its own account or as a nominee for another person. In general, beneficial ownership of certificates will be subject to the rules, regulations and procedures governing the Depository and Depository participants as are in effect from time to time.

If the offered certificates are transferable on the books of the Depository, the Depository, or its nominee as record holder of the offered certificates, will be recognized by the Depositor and the Trustee as the owner of the certificates for all purposes, including notices and consents. In the event of any solicitation of consents from or voting by Certificateholders pursuant to the Agreement, the Trustee may establish a reasonable record date and give notice of the record date to the Depository. In turn, the Depository will solicit votes from the beneficial owners in accordance with its normal procedures, and the beneficial owners will be required to comply with the procedures in order to exercise their voting rights through the Depository.

Distributions of principal of and interest on the book-entry certificates will be made on each Distribution Date to the Depository or its nominee. The Depository will be responsible for crediting the amount of the payments to the accounts of the applicable Depository participants in accordance with the Depository’s normal procedures. Each Depository participant will be responsible for disbursing the payments to the beneficial owners for which it is holding book-entry certificates and to each Financial Intermediary for which it acts as agent. Each Financial Intermediary will be responsible for disbursing funds to the beneficial owners of the book-entry certificates that it represents.

In the event a depository other than the Depository is identified in a prospectus supplement, information similar to that set forth above will be provided with respect to the depository and its book-entry facilities in the prospectus supplement.

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Distributions on Certificates

Distributions of principal and interest on the certificates of each series will be made to the registered holders of these certificates (“Certificateholders” or “Holders”) by the Trustee (or any other paying agent as may be identified in the related prospectus supplement) on the day (the “Distribution Date”) specified in the related prospectus supplement, beginning in the period specified in the related prospectus supplement following the establishment of the related Trust Fund. Distributions for each series will be made by check mailed to the address of the person entitled to the distribution as it appears on the certificate register for the series maintained by the Trustee (or any other paying agent as may be identified in the related prospectus supplement), by wire transfer or by any other method as is specified in the related prospectus supplement. The final distribution in retirement of the certificates of each series will be made upon presentation and surrender of the certificates at the office or agency specified in the notice to the Certificateholders of the final distribution, or in any other manner specified in the related prospectus supplement. In addition, the prospectus supplement relating to each series will set forth the applicable due period, prepayment period, record date, Cut-Off Date and determination date in respect of each series of certificates.

With respect to each series of certificates on each Distribution Date, the Trustee (or any other paying agent as may be identified in the related prospectus supplement) will distribute to the Certificateholders the amounts of principal and/or interest, calculated as described in the related prospectus supplement, that are due to be paid on the Distribution Date. In general, the amounts will include previously undistributed payments of principal (including principal prepayments, if any) and interest on the mortgage loans (or amounts in respect of the mortgage loans) received by the Trustee (or any other paying agent as may be identified in the related prospectus supplement) after a date specified in the related prospectus supplement (the “Cut-Off Date”) and prior to the day preceding each Distribution Date specified in the related prospectus supplement.

The related prospectus supplement for any series of certificates will specify, for any Distribution Date on which the principal balance of the mortgage loans is reduced due to losses, the priority and manner in which the losses will be allocated. As more fully described in the related prospectus supplement, losses on mortgage loans generally will be allocated after all proceeds of defaulted mortgage loans have been received by reducing the outstanding principal amount of the most subordinate outstanding class of certificates. If specified in the related prospectus supplement, losses may be estimated on the basis of a qualified appraisal of the Mortgaged Property and allocated prior to the final liquidation of the Mortgaged Property. The related prospectus supplement for any series of certificates also will specify the manner in which principal prepayments, negative amortization and interest shortfalls will be allocated among the classes of certificates.

Accounts

It is expected that the Agreement for each series of certificates will provide that the Trustee (or any other paying agent as may be identified in the related prospectus supplement) establish an account (the “Distribution Account”) into which the Master Servicer will deposit amounts held in the Collection Account and from which account distributions will be made with respect to a given Distribution Date. On each Distribution Date, the Trustee (or any other paying agent as may be identified in the related prospectus supplement) will apply amounts on deposit in the Distribution Account generally to make distributions of interest and principal to the Certificateholders in the manner described in the related prospectus supplement.

It is also expected that the Agreement for each series of certificates will provide that the Master Servicer establish and maintain a special trust account (the “Collection Account”) in the name of the Trustee for the benefit of Certificateholders. As more fully described in the related prospectus supplement, the Master Servicer will deposit into the Collection Account (other than in respect of principal of, or interest on, the mortgage loans due on or before the Cut-Off Date):

(1) all payments on account of principal, including principal prepayments, on the mortgage loans;

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(2) all payments on account of interest on the mortgage loans and all Prepayment Premiums;

(3) all proceeds from any insurance policy relating to a mortgage loan (“Insurance Proceeds”) other than proceeds applied to restoration of the related Mortgaged Property or otherwise applied in accordance with the terms of the related mortgage loans;

(4) all proceeds from the liquidation of a mortgage loan, including the sale of any Mortgaged Property acquired on behalf of the Trust Fund through foreclosure or deed in lieu of foreclosure (“REO Property”);

(5) all proceeds received in connection with the taking of a Mortgaged Property by eminent domain;

(6) any amounts required to be deposited in connection with the application of co-insurance clauses, flood damage to REO Properties and blanket policy deductibles;

(7) any amounts required to be deposited from income with respect to any REO Property and deposited in the REO Account (to the extent the funds in the REO Account exceed the expenses of operating and maintaining REO Properties and reserves established for those expenses); and

(8) any amounts received from borrowers which represent recoveries of Property Protection Expenses to the extent not retained by the Master Servicer to reimburse it for those expenses.

The Special Servicer, if any, will be required to remit, as specified in the related prospectus supplement, to the Master Servicer or the Trustee (or any other paying agent as may be identified in the related prospectus supplement) any amounts of the types described above that it receives in respect of the Specially Serviced Mortgage Loans. “Prepayment Premium” means any premium or yield maintenance charge paid or payable by the related borrower in connection with any principal prepayment on any mortgage loan. “Property Protection Expenses” comprise certain costs and expenses incurred in connection with defaulted mortgage loans, acquiring title or management of REO Property or the sale of defaulted mortgage loans or REO Properties, as more fully described in the related Agreement.

As set forth in the Agreement for each series, the Master Servicer will be entitled to make from time to time certain withdrawals from the Collection Account or advance amounts to, among other things:

(i) remit certain amounts for the related Distribution Date into the Distribution Account;

(ii) to the extent specified in the related prospectus supplement, reimburse Property Protection Expenses and pay taxes, assessments and insurance premiums and certain third-party expenses in accordance with the Agreement;

(iii) pay accrued and unpaid servicing fees to the Master Servicer out of all mortgage loan collections; and

(iv) reimburse the Master Servicer, the Special Servicer, if any, the Trustee (or any other paying agent as may be identified in the related prospectus supplement) and the Depositor for certain expenses and provide indemnification to the Depositor, the Master Servicer, the Trustee (or any other paying agent as may be identified in the related prospectus supplement) and, if applicable, the Special Servicer, as described in the Agreement.

The amounts at any time credited to the Collection Account may be invested in Permitted Investments that are payable on demand or in general mature or are subject to withdrawal or redemption on or before the business day preceding the next succeeding Master Servicer Remittance Date. The Master Servicer will be required to remit amounts required for distribution to Certificateholders to the Distribution Account on the business day preceding the related Distribution Date that is specified in the

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related prospectus supplement (the “Master Servicer Remittance Date”). The income from the investment of funds in the Collection Account in Permitted Investments either will constitute additional servicing compensation for the Master Servicer, and the risk of loss of funds in the Collection Account resulting from the investments will be borne by the Master Servicer, or will be remitted to the Certificateholders or other persons specified in the related prospectus supplement. The amount of any of those losses will be required to be deposited by the Master Servicer in the Collection Account immediately as realized.

It is expected that the Agreement for each series of certificates will provide that a special trust account (the “REO Account”) will be established and maintained in order to be used in connection with each REO Property and, if specified in the related prospectus supplement, certain other Mortgaged Properties. To the extent set forth in the Agreement, certain withdrawals from the REO Account will be made to, among other things:

(i) make remittances to the Collection Account as required by the Agreement;

(ii) pay taxes, assessments, insurance premiums, other amounts necessary for the proper operation, management and maintenance of the REO Properties and any other specified Mortgaged Properties and certain third-party expenses in accordance with the Agreement (including expenses relating to any appraisal, property inspection and environmental assessment reports required by the Agreement); and

(iii) provide for the reimbursement of certain expenses in respect of the REO Properties and the other specified Mortgaged Properties.

The amount at any time credited to each REO Account will be fully insured to the maximum coverage possible or will be invested in Permitted Investments that mature, or are subject to withdrawal or redemption, on or before the business day on which the amounts are required to be remitted to the Master Servicer for deposit in the Collection Account. The income from the investment of funds in the REO Account in Permitted Investments shall be deposited in the REO Account for remittance to the Collection Account, and the risk of loss of funds in the REO Account resulting from the investments will be borne by the Trust Fund or by the person described in the prospectus supplement.

“Permitted Investments” will consist of certain high quality debt obligations consistent with the ratings criteria of, or otherwise satisfactory to, the Rating Agencies.

Amendment

The Agreement for each series may provide that it may be amended by the parties to the Agreement without the consent of any of the Certificateholders, to the extent specified in the related prospectus supplement:

(i) to cure any ambiguity;

(ii) to correct or supplement any provision in the Agreement that may be inconsistent with any other provision in the Agreement;

(iii) to make other provisions with respect to matters or questions arising under the Agreement which are not materially inconsistent with the provisions of the Agreement; or

(iv) for the other reasons specified in the related prospectus supplement.

To the extent specified in the Agreement, each Agreement also will provide that it may be amended by the parties to the Agreement with the consent of the Holders of certificates representing an aggregate outstanding principal amount of not less than 66 2/3% (or any other percentage as may be specified in the related prospectus supplement) of each class of certificates affected by the proposed amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of

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the Agreement or modifying in any manner the rights of Certificateholders; provided, however, that this amendment may not, among other things:

●

reduce in any manner the amount of, or delay the timing of, payments received on mortgage loans which are required to be distributed on any certificate without the consent of each affected Certificateholder;

●

reduce the aforesaid percentage of certificates the Holders of which are required to consent to any amendment, without the consent of the Holders of all certificates then outstanding;

●

alter the servicing standard set forth in the related Agreement.

Further, the Agreement for each series may provide that the parties to the Agreement, at any time and from time to time, without the consent of the Certificateholders, may amend the Agreement to modify, eliminate or add to any of its provisions to the extent as shall be necessary to maintain the qualification of the Trust Fund as a “real estate mortgage investment conduit” (a “REMIC” ) or grantor trust, as the case may be, or to prevent the imposition of any additional state or local taxes, at all times that any of the certificates are outstanding; provided, however, that the action, as evidenced by an opinion of counsel acceptable to the Trustee, is necessary or helpful to maintain the qualification or to prevent the imposition of any taxes, and would not adversely affect in any material respect the interest of any Certificateholder.

The Agreement relating to each series may provide that no amendment to the Agreement will be made unless there has been delivered in accordance with the Agreement an opinion of counsel to the effect that the amendment will not cause the series to fail to qualify as a REMIC or grantor trust at any time that any of the certificates are outstanding or cause a tax to be imposed on the Trust Fund under the provisions of the Code.

The prospectus supplement for a series may describe other or different provisions concerning the amendment of the related Agreement.

Termination

As may be more fully described in the related prospectus supplement, the obligations of the parties to the Agreement for each series will terminate upon:

(i) the purchase of all of the assets of the related Trust Fund, as described in the related prospectus supplement;

(ii) the later of (a) the distribution to Certificateholders of that series of final payment with respect to the last outstanding mortgage loan or (b) the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure with respect to the last outstanding mortgage loan and the remittance to the Certificateholders of all funds due under the Agreement;

(iii) the sale of the assets of the related Trust Fund after the principal amounts of all certificates have been reduced to zero under certain circumstances set forth in the Agreement; or

(iv) mutual consent of the parties and all Certificateholders.

With respect to each series, the Trustee will give or cause to be given written notice of termination of the Agreement in the manner described in the related Agreement to each Certificateholder and the final distribution will be made only upon surrender and cancellation of the related certificates in the manner described in the Agreement.

Reports to Certificateholders

Concurrently with each distribution for each series, the Trustee (or any other paying agent as may be identified in the related prospectus supplement) will make available to each Certificateholder several

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monthly reports setting forth the information as is specified in the Agreement and described in the related prospectus supplement, which may include the following information, if applicable:

(i) information as to principal and interest distributions, principal amounts, Advances and scheduled principal balances of the mortgage loans;

(ii) updated information regarding the mortgage loans and a loan-by-loan listing showing certain information which may include loan name, property type, location, unpaid principal balance, interest rate, paid through date and maturity date, which loan-by-loan listing may be made available electronically;

(iii) financial information relating to the underlying Mortgaged Properties;

(iv) information with respect to delinquent mortgage loans;

(v) information on mortgage loans which have been modified; and

(vi) information with respect to REO Properties.

The Master Servicer or the Trustee (or any other paying agent as may be identified in the related prospectus supplement) will be required to mail or otherwise make available to Holders of offered certificates of each series periodic unaudited reports concerning the related Trust Fund. Unless and until definitive certificates are issued, the reports may be sent on behalf of the related Trust Fund to Cede & Co., as nominee of the Depository and other registered Holders of the offered certificates, pursuant to the applicable Agreement. If so specified in the related prospectus supplement, the reports may be sent to beneficial owners identified to the Master Servicer or the Trustee (or any other paying agent as may be identified in the related prospectus supplement). The reports may also be available to holders of interests in the certificates upon request to their respective Depository participants. We will file or cause to be filed with the SEC the periodic reports with respect to each Trust Fund as are required under the Exchange Act, and the rules and regulations of the SEC under the Exchange Act. Reports that we have filed with the SEC pursuant to the Exchange Act will be filed by means of the Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system and, therefore, should be available at the SEC’s site on the World Wide Web.

The Trustee

The Depositor will select a bank or trust company to act as trustee (the “Trustee”) under the Agreement for each series and the Trustee will be identified in the related prospectus supplement. The commercial bank or trust company serving as Trustee may have normal banking relationships with the Depositor, the Master Servicer, the Special Servicer, if any, and their respective affiliates.

THE MORTGAGE POOLS

General

Each mortgage pool will consist of one or more mortgage loans secured by first, second or more junior mortgages, deeds of trust or similar security instruments (“Mortgages”) on fee simple or leasehold interests in commercial real property, multifamily residential property, mixed residential/commercial property, and related property and interests (each interest or property, as the case may be, a “Mortgaged Property”). Each mortgage loan or lease is referred to as a mortgage loan in this prospectus.

Mortgage loans will be of one or more of the following types:

1. mortgage loans with fixed interest rates;

2. mortgage loans with adjustable interest rates;

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3. mortgage loans with principal balances that fully amortize over their remaining terms to maturity;

4. mortgage loans whose principal balances do not fully amortize but instead provide for a substantial principal payment at the stated maturity of the loan;

5. mortgage loans that provide for recourse against only the Mortgaged Properties; and

6. mortgage loans that provide for recourse against the other assets of the related borrowers.

Certain mortgage loans may provide that scheduled interest and principal payments on those mortgage loans are applied first to interest accrued from the last date to which interest has been paid to the date the payment is received and the remaining balance is applied to principal, and other mortgage loans may provide for payment of interest in advance rather than in arrears.

Mortgage loans may also be secured by one or more assignments of leases and rents, management agreements, security agreements, or rents, fixtures and personalty or operating agreements relating to the Mortgaged Property and in some cases by certain letters of credit, personal guarantees or both. Pursuant to an assignment of leases and rents, the obligor on the related promissory note assigns its right, title and interest as landlord under each lease and the income derived from the lease to the related lender, while retaining a right, or in some cases a license, to collect the rents for so long as there is no default. If the borrower defaults, the license terminates and the related lender is entitled to collect the rents from tenants to be applied to the monetary obligations of the borrower. State law may limit or restrict the enforcement of the assignment of leases and rents by a lender until the lender takes possession of the related Mortgaged Property and a receiver is appointed. See “CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS—Leases and Rents” in this prospectus.

Certain mortgage loans may provide for “equity participations” which, as specified in the related prospectus supplement, may or may not be assigned to the Trust Fund. If so specified in the related prospectus supplement, the mortgage loans may provide for holdbacks of certain of the proceeds of the loans. In that event, the amount of the holdback may be deposited by the Depositor into an escrow account held by the Trustee as provided in the related prospectus supplement.

The mortgage loans will not be insured or guaranteed by the United States, any governmental agency or any private mortgage insurer.

The prospectus supplement relating to each series will generally provide specific information regarding the characteristics of the mortgage loans, as of the Cut-Off Date, including, among other things:

(i) the aggregate principal balance of the mortgage loans and the largest, smallest and average principal balance of the mortgage loans;

(ii) the types of properties securing the mortgage loans and the aggregate principal balance of the mortgage loans secured by each type of property;

(iii) the interest rate or range of interest rates of the mortgage loans and the weighted average mortgage interest rate of the mortgage loans;

(iv) the original and remaining terms to stated maturity of the mortgage loans and the seasoning of the mortgage loans;

(v) the earliest and latest origination date and maturity date and the weighted average original and remaining terms to stated maturity of the mortgage loans;

(vi) the loan-to-valuation ratios at origination and current loan balance-to-original valuation ratios of the mortgage loans;

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(vii) the geographic distribution of the Mortgaged Properties underlying the mortgage loans;

(viii) the minimum interest rates, margins, adjustment caps, adjustment frequencies, indices and other similar information applicable to adjustable rate mortgage loans;

(ix) the debt service coverage ratios relating to the mortgage loans;

(x) information with respect to the prepayment provisions, if any, of the mortgage loans;

(xi) information as to the payment characteristics of the mortgage loans, including, without limitation, balloon payment and other amortization provisions; and

(xii) payment delinquencies, if any, relating to the mortgage loans.

If specified in the related prospectus supplement, the Depositor may segregate the mortgage loans in a mortgage pool into separate mortgage loan groups (as described in the related prospectus supplement) as part of the structure of the payments of principal and interest on the certificates of a series. In that case, the Depositor may disclose the above-specified information by mortgage loan group.

In the event detailed information regarding the mortgage loans is not provided in the prospectus supplement or the composition of the mortgage loans changes in any material respect from that described in the related prospectus supplement, the Depositor will file a current report on Form 8-K (the “Form 8-K”) with the SEC on or prior to the date of the filing of the related prospectus supplement, which will set forth information with respect to the mortgage loans included in the Trust Fund for a series as of the initial issuance of each series of certificates (each, a “Closing Date”) as specified in the related prospectus supplement. The Form 8-K will be available to the Certificateholders of the related series promptly after its filing.

Underwriting and Interim Servicing Standards Applicable to the Mortgage Loans

The mortgage loans underlying the certificates of a series will be newly-originated or seasoned mortgage loans and will be purchased or otherwise acquired from third parties, which third parties may or may not be originators of the mortgage loans and may or may not be affiliates of the Depositor. The origination standards and procedures applicable to the mortgage loans may differ from series to series or among the mortgage loans in a given mortgage pool, depending on the identity of the originator or originators. In the case of seasoned mortgage loans, the procedures by which the mortgage loans have been serviced from their origination to the time of their inclusion in the related mortgage pool may also differ from series to series or among the mortgage loans in a given mortgage pool.

The related prospectus supplement for each series will provide information as to the origination standards and procedures applicable to the mortgage loans in the related mortgage pool and, to the extent applicable and material, will provide information as to the servicing of the mortgage loans prior to their inclusion in the mortgage pool.

Assignment of Mortgage Loans

At the time of issuance of the certificates of each series, the Depositor will cause the mortgage loans to be assigned to the Trustee, together with, as more fully specified in the related prospectus supplement, all payments due on or with respect to the mortgage loans, other than principal and interest due on or before the Cut-Off Date and principal prepayments received on or before the Cut-Off Date. The Trustee, concurrently with the assignment, will execute and deliver certificates evidencing the beneficial ownership interests in the related Trust Fund to the Depositor in exchange for the mortgage loans. Each mortgage loan will be identified in a schedule appearing as an exhibit to the Agreement for the related series (the “Mortgage Loan Schedule”). The Mortgage Loan Schedule will include, among other things, as to each mortgage loan, information as to its outstanding principal balance as of the close of business on the Cut-Off Date, as well as information respecting the interest rate, the scheduled monthly (or other periodic) payment of principal and interest as of the Cut-Off Date and the maturity date of each mortgage loan.

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In addition, the Depositor will, as to each mortgage loan, deliver to the Trustee, to the extent required by the Agreement:

(i) the mortgage note, endorsed to the order of the Trustee without recourse;

(ii) the Mortgage and an executed assignment of the Mortgage in favor of the Trustee or otherwise as required by the Agreement;

(iii) any assumption, modification or substitution agreements relating to the mortgage loan;

(iv) a lender’s title insurance policy, together with its endorsements, or, in the case of mortgage loans that are not covered by title insurance, an attorney’s opinion of title issued as of the date of origination of the mortgage loan;

(v) if the assignment of leases, rents and profits is separate from the Mortgage, an executed re-assignment of assignment of leases, rents and profits to the Trustee;

(vi) a copy of any recorded UCC-1 financing statements and related continuation statements, together with (in the case of UCC-1 financing statements which are in effect as of the Closing Date) an original executed UCC-2 or UCC-3 statement, in a form suitable for filing, disclosing the assignment to the Trustee of a security interest in any personal property constituting security for the repayment of the Mortgage; and

(vii) any other documents as may be described in the Agreement (the documents, collectively, the “Mortgage Loan File”).

Unless otherwise expressly permitted by the Agreement, all documents included in the Mortgage Loan File are to be original executed documents; provided, however, that in instances where the original recorded mortgage, mortgage assignment or any document necessary to assign the Depositor’s interest in the mortgage loan to the Trustee, as described in the Agreement, has been retained by the applicable jurisdiction or has not yet been returned from recordation, the Depositor may deliver a photocopy certified to be the true and complete copy of the original submitted for recording, and the Master Servicer will cause the original of each document which is unavailable because it is being or has been submitted for recordation and has not yet been returned, to be delivered to the Trustee as soon as available.

The Trustee will hold the Mortgage Loan File for each mortgage loan in trust for the benefit of all Certificateholders. Pursuant to the Agreement, the Trustee is obligated to review the Mortgage Loan File for each mortgage loan within a specified number of days after the execution and delivery of the Agreement. If any document in the Mortgage Loan File is found to be defective in any material respect, the Trustee will promptly notify the Depositor, the originator of the related mortgage loan or any other party as is designated in the related Agreement (the “Responsible Party”) and the Master Servicer. To the extent described in the related prospectus supplement, if the Responsible Party cannot cure the defect within the time period specified in the related prospectus supplement, the Responsible Party will be obligated to either substitute the affected mortgage loan with a Substitute Mortgage Loan or Loans, or to repurchase the related mortgage loan from the Trustee within the time period specified in the prospectus supplement at a price specified in the prospectus supplement, expected to be generally equal to the principal balance of the mortgage loan as of the date of purchase or, in the case of a series as to which an election has been made to treat the related Trust Fund as a REMIC, at any other price as may be necessary to avoid a tax on a prohibited transaction, as described in Section 860F(a) of the Code, in each case together with accrued interest at the applicable mortgage interest rate to the first day of the month following the repurchase, plus the amount of any unreimbursed advances made by the Master Servicer (or any other party as specified in the related Agreement) in respect of the mortgage loan (the “Repurchase Price”). This substitution or purchase obligation will constitute the sole remedy available to the Holders of certificates or the Trustee for a material defect in a constituent document.

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Representations and Warranties

To the extent specified in the related prospectus supplement, the Responsible Party with respect to each mortgage loan will have made certain representations and warranties in respect of the mortgage loan and the representations and warranties will have been assigned to the Trustee and/or the Depositor will have made certain representations and warranties in respect of the mortgage loans directly to the Trustee. Certain of the representations and warranties will be set forth in an annex to the related prospectus supplement. Upon the discovery of the breach of any representation or warranty in respect of a mortgage loan that materially and adversely affects the interests of the Certificateholders of the related series, the Responsible Party or the Depositor, as the case may be, will be obligated either to cure the breach in all material respects within the time period specified in the prospectus supplement, to replace the affected mortgage loan (or a portion thereof) with a Substitute Mortgage Loan or Loans or to repurchase the mortgage loan (or a portion thereof) at a price specified in the prospectus supplement, expected to be generally equal to the Repurchase Price. The Master Servicer, the Special Servicer or the Trustee will be required to enforce the obligation of the Responsible Party or the Depositor for the benefit of the Trustee and the Certificateholders, following the practices it would employ in its good faith business judgment were it the owner of the mortgage loan. Subject to the ability of the Responsible Party or the Depositor to cure the breach in all material respects or deliver Substitute Mortgage Loans for certain mortgage loans as described below, the repurchase or substitution obligation will constitute the sole remedy available to the Certificateholders of the series for a breach of a representation or warranty by the Responsible Party or the Depositor.

The proceeds of any repurchase of a mortgage loan will be deposited, subject to certain limitations set forth in the related Agreement, into the Collection Account.

If permitted by the related Agreement for a series, within the period of time specified in the related prospectus supplement, following the date of issuance of a series of certificates, the Responsible Party or the Depositor, as the case may be, may deliver to the Trustee mortgage loans (“Substitute Mortgage Loans”) in substitution for any one or more of the mortgage loans (“Defective Mortgage Loans”) initially included in the Trust Fund but which do not conform in one or more respects to the description of the mortgage loans contained in the related prospectus supplement, as to which a breach of a representation or warranty is discovered, which breach materially and adversely affects the interests of the Certificateholders, or as to which a document in the related Mortgage Loan File is defective in any material respect. The required characteristics of any Substitute Mortgage Loan will generally include, among other things, that the Substitute Mortgage Loan on the date of substitution, will:

(i) have an outstanding principal balance, after deduction of all scheduled payments due in the month of substitution, not in excess of the outstanding principal balance of the Defective Mortgage Loan (the amount of any shortfall to be distributed to Certificateholders in the month of substitution);

(ii) have a mortgage interest rate not less than (and not more than 1% greater than) the mortgage interest rate of the Defective Mortgage Loan;

(iii) have a remaining term to maturity not greater than (and not more than one year less than) that of the Defective Mortgage Loan; and

(iv) comply with all of the representations and warranties set forth in the Agreement as of the date of substitution.

If so specified in the related prospectus supplement, other entities may also make representations and warranties with respect to the mortgage loans included in a mortgage pool. The other entity will generally have the same obligations with respect to the representations and warranties as the Responsible Party or the Depositor as more fully described in the prospectus supplement.

A brief summary of certain representations and warranties that are applicable to a particular series will be described in the prospectus supplement.

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SERVICING OF THE MORTGAGE LOANS

General

The prospectus supplement related to a series will identify the master servicer (the “Master Servicer”) to service and administer the mortgage loans as described below, and will set forth certain information concerning the Master Servicer. The Master Servicer will be responsible for servicing the mortgage loans pursuant to the Agreement for the related series. The Master Servicer may have other business relationships with the Depositor and its affiliates.

If so specified in the related prospectus supplement, the servicing of certain mortgage loans that are in default or otherwise require special servicing (the “Specially Serviced Mortgage Loans”) will be performed by a special servicer (the “Special Servicer”). Certain information concerning the Special Servicer and the standards for determining which mortgage loans will become Specially Serviced Mortgage Loans will be set forth in the prospectus supplement. Subject to the terms of the related Agreement, the Special Servicer (and not the Master Servicer) will then be responsible for:

●

negotiating modifications, waivers, amendments and other forbearance arrangements with the borrower of any Specially Serviced Mortgage Loan, subject to the limitations described under “—Modifications, Waivers and Amendments” below;

●

foreclosing on the Specially Serviced Mortgage Loan if no suitable arrangements can be made to cure the default in the manner specified in the related prospectus supplement; and

●

supervising the management and operation of the related Mortgaged Property if acquired through foreclosure or a deed in lieu of foreclosure.

The Special Servicer may have other business relationships with the Depositor and its affiliates.

If specified in the prospectus supplement for a series of certificates, certain of the duties specified in the prospectus supplement as Master Servicer duties may be performed by the Special Servicer.

The Master Servicer and the Special Servicer, if any, may subcontract the servicing of all or a portion of the mortgage loans to one or more sub-servicers, in accordance with the terms of the related Agreement. The sub-servicers may have other business relationships with the Depositor and its affiliates.

Servicing Standards

The Master Servicer and the Special Servicer, if any, will be required to service and administer the mortgage loans in accordance with the servicing standards described in the related Agreement. The servicing standards are generally expected to provide that the mortgage loans are serviced and administered solely in the best interests of and for the benefit of the Certificateholders (as if they were one lender), in accordance with the terms of the Agreement and the mortgage loans and, to the extent consistent with the terms, in the same manner in which, and with the same care, skill, prudence and diligence with which, it services and administers similar mortgage loans in other portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional commercial mortgage lenders and loan servicers.

Operating Advisor

If so specified in the related prospectus supplement, an advisor (the “Operating Advisor”) may be selected to advise, direct and approve recommendations of the Special Servicer with respect to certain decisions relating to the servicing of the Specially Serviced Mortgage Loans. The related prospectus supplement will provide specific information with respect to the following matters: (i) the duration of the term of the Operating Advisor; (ii) the method of selection of the Operating Advisor; (iii) certain decisions as to which the Operating Advisor will have the power to direct and approve actions of the Special Servicer (for example, foreclosure of a Mortgaged Property securing a Specially Serviced Mortgage Loan,

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modification of a Specially Serviced Mortgage Loan, extension of the maturity of a Specially Serviced Mortgage Loan beyond a specified term and methods of compliance with environmental laws) and (iv) the information, recommendations and reports to be provided to the Operating Advisor by the Special Servicer.

Collections and Other Servicing Procedures

The Master Servicer and, with respect to any Specially Serviced Mortgage Loans, the Special Servicer, if any, will make efforts to collect all payments called for under the mortgage loans and will, consistent with the related Agreement, follow the collection procedures as it deems necessary or desirable. Consistent with the above, the Master Servicer or Special Servicer, if any, may have the discretion under the Agreement for the related series to waive any late payment or assumption charge or penalty interest in connection with any late payment or assumption of a mortgage loan and to extend the due dates for payments due on a mortgage note.

It is expected that the Agreement for each series will provide that the Master Servicer establish and maintain an escrow account in which the Master Servicer will be required to deposit amounts received from each borrower, if required by the terms of the mortgage loan, for the payment of taxes, assessments, certain mortgage and hazard insurance premiums and other comparable items. The Special Servicer, if any, will be required to remit amounts received for those purposes on mortgage loans serviced by it for deposit in the escrow account and will be entitled to direct the Master Servicer to make withdrawals from the escrow account as may be required for the servicing of the mortgage loans. Withdrawals from the escrow account may be made to effect timely payment of taxes, assessments, mortgage and hazard insurance premiums and comparable items, to refund to borrowers amounts determined to be overages, to remove amounts deposited in the escrow account in error, to pay interest to borrowers on balances in the escrow account, if required, to repair or otherwise protect the Mortgaged Properties and to clear and terminate the account. The Master Servicer, or any other person as may be specified in the related prospectus supplement, will be entitled to all income on the funds in the escrow account invested in Permitted Investments not required to be paid to borrowers under applicable law. The Master Servicer will be responsible for the administration of the escrow account. If amounts on deposit in the escrow account are insufficient to pay any tax, insurance premium or other similar item when due, the item will be payable from amounts on deposit in the Collection Account or otherwise in the manner set forth in the prospectus supplement and the Agreement for the related series.

Insurance

The Agreement for each series will require that the Master Servicer maintain or require each borrower to maintain insurance in accordance with the related Mortgage, which generally will include a standard fire and hazard insurance policy with extended coverage. To the extent required by the related Mortgage, the coverage of each standard hazard insurance policy will be in an amount that is not less than the lesser of 90% of the replacement cost of the improvements securing the mortgage loan or the outstanding principal balance owing on the mortgage loan. The related Agreement may require that if a Mortgaged Property is located in a federally designated special flood hazard area, the Master Servicer must maintain or require the related borrower to maintain, in accordance with the related Mortgage, flood insurance in an amount equal to the lesser of the unpaid principal balance of the related mortgage loan and the maximum amount obtainable with respect to the Mortgaged Property. To the extent set forth in the related prospectus supplement, the cost of any insurance maintained by the Master Servicer will be an expense of the Trust Fund payable out of the Collection Account.

The Master Servicer or, if so specified in the related prospectus supplement, the Special Servicer, if any, will cause to be maintained fire and hazard insurance with extended coverage on each REO Property in an amount expected to generally be equal to the greater of (i) an amount necessary to avoid the application of any coinsurance clause contained in the related insurance policy and (ii) 90% of the replacement cost of the improvements which are a part of the property. The cost of fire and hazard insurance with respect to an REO Property will be an expense of the Trust Fund payable out of amounts on deposit in the related REO Account or, if the amounts are insufficient, from the Collection Account.

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The related Agreement may also require the Master Servicer or, if so specified in the related prospectus supplement, the Special Servicer, if any, to maintain flood insurance providing substantially the same coverage as described above on any REO Property which is located in a federally designated special flood hazard area.

The related Agreement may provide that the Master Servicer or the Special Servicer, if any, as the case may be, may satisfy its obligation to cause hazard policies to be maintained by maintaining a master, or single interest, insurance policy insuring against losses on the mortgage loans or REO Properties, as the case may be. The incremental cost of the insurance allocable to any particular mortgage loan, if not borne by the related borrower, may be an expense of the Trust Fund. Alternatively, if permitted in the related Agreement, the Master Servicer may satisfy its obligation by maintaining, at its expense, a blanket policy (i.e., not a single interest or master policy) insuring against losses on the mortgage loans or REO Properties, as the case may be. If a blanket policy contains a deductible clause, the Master Servicer or the Special Servicer, if any, as the case may be, will be obligated to deposit in the Collection Account all sums which would have been deposited in the Collection Account but for the clause.

In general, the standard form of fire and hazard extended coverage policy will cover physical damage to, or destruction of, the improvements on the Mortgaged Property caused by fire, lightning, explosion, smoke, windstorm, hail, riot, strike and civil commotion, subject to the conditions and exclusions particularized in each policy. Since the standard hazard insurance policies relating to the mortgage loans generally will be underwritten by different insurers and will cover Mortgaged Properties located in various jurisdictions, the policies will not contain identical terms and conditions. The most significant terms in the policies, however, generally will be determined by state law and conditions. Most policies typically will not cover any physical damage resulting from war, revolution, governmental actions, floods and other water-related causes, earth movement (including earthquakes, landslides and mudflows), nuclear reaction, wet or dry rot, vermin, rodents, insects or domestic animals, theft and, in certain cases, vandalism. The foregoing list is merely indicative of certain kinds of uninsured risks and is not intended to be all-inclusive. Any losses incurred with respect to mortgage loans due to uninsured risks (including earthquakes, mudflows and floods) or insufficient hazard insurance proceeds could affect distributions to the Certificateholders.

The standard hazard insurance policies typically will contain a “coinsurance” clause which, in effect, will require the insured at all times to carry insurance of a specified percentage (generally 80% to 90%) of the full replacement value of the dwellings, structures and other improvements on the Mortgaged Property in order to recover the full amount of any partial loss. If the insured’s coverage falls below this specified percentage, the clause will typically provide that the insurer’s liability in the event of partial loss will not exceed the greater of (i) the actual cash value (the replacement cost less physical depreciation) of the structures and other improvements damaged or destroyed and (ii) the proportion of the loss, without deduction for depreciation, as the amount of insurance carried bears to the specified percentage of the full replacement cost of the dwellings, structures and other improvements.

In addition, to the extent required by the related Mortgage, the Master Servicer or Special Servicer, if any, may require the borrower to maintain other forms of insurance including, but not limited to, loss of rent endorsements, business interruption insurance and comprehensive public liability insurance, and the related Agreement may require the Master Servicer or Special Servicer, if any, to maintain public liability insurance with respect to any REO Properties. Any cost incurred by the Master Servicer or Special Servicer, if any, in maintaining the insurance policy will be added to the amount owing under the mortgage loan where the terms of the mortgage loan so permit; provided, however, that the addition of the cost will not be taken into account for purposes of calculating the distribution to be made to Certificateholders. The costs may be recovered by the Master Servicer and the Special Servicer, if any, from the Collection Account, with interest on the costs, as provided by the Agreement.

Other forms of insurance, such as a pool insurance policy, special hazard insurance policy, bankruptcy bond, repurchase bond or guarantee insurance, may be maintained with respect to the mortgage loans to the extent provided in the related prospectus supplement.

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Fidelity Bonds and Errors and Omissions Insurance

The Agreement for each series may require that the Master Servicer and the Special Servicer, if any, obtain and maintain in effect a fidelity bond or similar form of insurance coverage (which may provide blanket coverage) or a combination of fidelity bond and insurance coverage insuring against loss occasioned by fraud, theft or other intentional misconduct of the officers, employees and agents of the Master Servicer or the Special Servicer, as the case may be. The related Agreement may allow the Master Servicer and the Special Servicer, if any, to self-insure against loss occasioned by the errors and omissions of the officers, employees and agents of the Master Servicer or Special Servicer, as the case may be, so long as certain criteria set forth in the Agreement are met.

Servicing Compensation and Payment of Expenses

The Master Servicer’s principal compensation for its activities under the Agreement for each series will come from the payment to it or retention by it, with respect to each payment of interest on a mortgage loan, of a “Servicing Fee” (as defined in the related prospectus supplement). The exact amount or method of calculating the Servicing Fee will be established in the prospectus supplement and Agreement for the related series. Since the aggregate unpaid principal balance of the mortgage loans will generally decline over time, the Master Servicer’s servicing compensation will ordinarily decrease as the mortgage loans amortize.

In addition, the Agreement for a series may provide that the Master Servicer will be entitled to receive, as additional compensation, certain other fees and amounts, including but not limited to (i) late fees and certain other fees collected from borrowers and (ii) any interest or other income earned on funds deposited in the Collection Account (as described under “DESCRIPTION OF THE CERTIFICATES—Accounts” in this prospectus) and, except to the extent the income is required to be paid to the related borrowers, the escrow account.

If specified in the related prospectus supplement, the Master Servicer may be obligated to pay the fees and expenses of the Trustee.

The exact amount or method of calculating the servicing fee of the Special Servicer, if any, and the source from which the fee will be paid will be described in the prospectus supplement for the related series.

In addition to the compensation described above, the Master Servicer and the Special Servicer, if any (or any other party specified in the related prospectus supplement), may retain, or be entitled to the reimbursement of, any other amounts and expenses as are described in the related prospectus supplement.

Advances

The related prospectus supplement will set forth the obligations, if any, of the Master Servicer to make any advances (“Advances”) with respect to delinquent payments on mortgage loans, payments of taxes, insurance and property protection expenses or otherwise. Any Advances will be made in the form and manner described in the prospectus supplement and Agreement for the related series. The Master Servicer will be obligated to make an Advance only to the extent that the Master Servicer has determined that the Advance will be recoverable. Any funds thus advanced, including Advances previously made, that the Master Servicer determines are not ultimately recoverable, will be reimbursable to the Master Servicer, with interest, from amounts in the Collection Account to the extent and in the manner described in the related prospectus supplement.

If a borrower makes a principal payment between scheduled payment dates, the borrower may be required to pay interest on the prepayment amount only to the date of prepayment. If and to the extent described in the related prospectus supplement, the Master Servicer’s Servicing Fee may be reduced or the Master Servicer may be otherwise obligated to advance funds to the extent necessary to remit

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interest on any full or partial prepayment received from the date of receipt to the next succeeding scheduled payment date.

The Master Servicer or other entity designated in the prospectus supplement as required to make advances may experience financial difficulties from time to time and be unable to advance or may, in light of increased delinquencies and foreclosures together with declining housing values, make non-recoverability determinations with increasing frequency. Any change of the advancing policy or practices may alter or disrupt scheduled interest and principal payments advanced to the holders of certificates.

Modifications, Waivers and Amendments

If so specified in the related prospectus supplement, the Agreement for each series will provide that the Master Servicer may have the discretion, subject to certain conditions set forth in the prospectus supplement, to modify, waive or amend certain of the terms of any mortgage loan without the consent of the Trustee or any Certificateholder. The extent to which the Master Servicer may modify, waive or amend any terms of the mortgage loans without consent will be specified in the related prospectus supplement.

Subject to the terms and conditions set forth in the Agreement, the Special Servicer, if any, may modify, waive or amend the terms of any Specially Serviced Mortgage Loan if the Special Servicer determines that a material default has occurred or a payment default has occurred or is reasonably foreseeable. The Special Servicer, if any, may extend the maturity date of the mortgage loan to a date not later than the date described in the related prospectus supplement. The ability of the Special Servicer to modify, waive or amend the terms of any mortgage loan may be subject to additional limitations, including approval requirements, as are set forth in the related prospectus supplement.

Subject to the terms and conditions set forth in the Agreement, the Special Servicer, if any, will not agree to any modification, waiver or amendment of the payment terms of a mortgage loan unless the Special Servicer has determined that modification, waiver or amendment is reasonably likely to produce a greater recovery on a present value basis than liquidation of the mortgage loan or has made any other determination described in the related prospectus supplement. Prior to agreeing to any modification, waiver or amendment of the payment terms of a mortgage loan, the Special Servicer, if any, may give notice of its agreement to a modification, waiver or amendment in the manner set forth in the prospectus supplement and Agreement for the related series.

The prospectus supplement for a series may describe other or different provisions concerning the modification, waiver or amendment of the terms of the related mortgage loans, including, without limitation, requirements for the approval of an Operating Advisor.

Evidence of Compliance

The related prospectus supplement will identify each party that will be required to deliver annually to the trustee, master servicer (or any other party as may be identified in the related prospectus supplement) or us, as applicable, on or before the date specified in the applicable Agreement, an officer’s certificate stating that (i) a review of that party’s servicing activities during the preceding calendar year and of performance under the Agreement has been made under the supervision of the officer, and (ii) to the best of the officer’s knowledge, based on the review, such party has fulfilled all its obligations under the 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.

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In addition, each party that participates in the servicing and administration of more than 5% of the mortgage loans and other assets comprising a trust for any series will be required to deliver annually to us and/or the trustee, a report (an “Assessment of Compliance”) that assesses compliance by that party with the servicing criteria set forth in Item 1122(d) of Regulation AB (17 CFR 229.1122) that contains the following:

(a)

a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to it;

(b)

a statement that the party used the criteria in Item 1122(d) of Regulation AB to assess compliance with the applicable servicing criteria;

(c)

the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the prior calendar month, setting forth any material instance of noncompliance identified by the party; and

(d)

a statement that a registered public accounting firm has issued an attestation report on the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the prior calendar month.

Each party that is required to deliver an Assessment of Compliance will also be required to simultaneously deliver a report of a registered public accounting firm, prepared in accordance with the standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, that expresses an opinion, or states that an opinion cannot be expressed, concerning the party’s assessment of compliance with the applicable servicing criteria.

Certain Matters With Respect to the Master Servicer, the Special Servicer and the Trustee

The Agreement for each series will provide unless otherwise specified in the related prospectus supplement that neither the Master Servicer nor the Special Servicer, if any, nor any of their directors, officers, employees or agents will be under any liability to the Trust Fund or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Agreement, or for errors in judgment; provided, however, that neither the Master Servicer nor the Special Servicer, if any, nor any person will be protected against any breach of representations or warranties made by the Master Servicer or the Special Servicer, as the case may be, in the Agreement, against any specific liability imposed on the Master Servicer or the Special Servicer, as the case may be, pursuant to the Agreement, or any liability that would otherwise be imposed by reason of willful misfeasance, bad faith, or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under the Agreement. The Agreement will further provide unless otherwise specified in the related prospectus supplement that the Master Servicer, the Special Servicer, if any, and any of their directors, officers, employees or agents will be entitled to indemnification by the Trust Fund and will be held harmless against any loss, liability or expense incurred in connection with any legal action relating to the Agreement or the certificates, other than any loss, liability or expense incurred (i) by reason of willful misfeasance, bad faith or negligence in the performance of their duties or by reason of reckless disregard of their obligations and duties under the Agreement or (ii) in certain other circumstances specified in the Agreement. Any loss resulting from indemnification will reduce amounts distributable to Certificateholders and will be borne by Certificateholders in the manner described in the related prospectus supplement.

Neither the Master Servicer nor the Special Servicer, if any, may resign from its obligations and duties under the Agreement except upon a determination that its performance of its duties under the Agreement is no longer permissible under applicable law or for other reasons described in the prospectus supplement. No resignation of the Master Servicer will become effective until the Trustee or a successor Master Servicer has assumed the Master Servicer’s obligations and duties under the Agreement. No resignation of a Special Servicer will become effective until the Trustee, the Master Servicer or a successor Special Servicer has assumed the Special Servicer’s obligations and duties under the Agreement.

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The Trustee may resign from its obligations under the Agreement pursuant to the terms of the Agreement at any time, in which event a successor Trustee will be appointed. In addition, the Depositor may remove the Trustee if the Trustee ceases to be eligible to act as Trustee under the Agreement or if the Trustee becomes insolvent, at which time the Depositor will become obligated to appoint a successor Trustee. The Trustee also may be removed at any time by the Holders of certificates evidencing the Voting Rights specified in the related prospectus supplement. Any resignation and removal of the Trustee, and the appointment of a successor Trustee, will not become effective until acceptance of the appointment by the successor Trustee.

Events of Default

Events of default (each, an “Event of Default”) with respect to the Master Servicer and the Special Servicer, if any, under the Agreement for each series may include, among other things:

(i) with respect to the Master Servicer, any failure by the Master Servicer to deposit in the Collection Account or remit to the Trustee for deposit in the Distribution Account for distribution to Certificateholders any payment required to be made by the Master Servicer under the terms of the Agreement on the day required pursuant to the terms of the Agreement;

(ii) with respect to the Special Servicer, if any, any failure by the Special Servicer to remit to the Master Servicer for deposit in the Collection Account on the day required any amounts received by it in respect of a Specially Serviced Mortgage Loan and required to be so remitted;

(iii) with respect to the Master Servicer and the Special Servicer, if any, any failure on the part of the Master Servicer or the Special Servicer, as the case may be, duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Master Servicer or the Special Servicer, as the case may be, which failure continues unremedied for a period of days specified in the related Agreement after written notice of the failure has been given to the applicable party;

(iv) with respect to the Master Servicer or the Special Servicer, if any, the entering against the Master Servicer or the Special Servicer, as the case may be, of a decree or order of a court, agency or supervisory authority 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, provided that any decree or order shall have remained in force undischarged or unstayed for a period of 60 days;

(v) with respect to the Master Servicer or the Special Servicer, if any, the consent by the Master Servicer or the Special Servicer, as the case may be, to the appointment of a conservator or receiver or liquidator or liquidating committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation or similar proceedings of or relating to it or of or relating to all or substantially all of its property; and

(vi) with respect to the Master Servicer or the Special Servicer, if any, the admission by the Master Servicer or Special Servicer, as the case may be, in writing of its inability to pay its debts generally as they become due, the filing by the Master Servicer or the Special Servicer, as the case may be, of a petition to take advantage of any applicable insolvency or reorganization statute or the making of an assignment for the benefit of its creditors or the voluntary suspension of the payment of its obligations.

As long as an Event of Default remains unremedied, the Trustee may, and as long as an Event of Default remains unremedied or under certain other circumstances, if any, described in the related prospectus supplement at the written direction of the Holders of certificates holding at least the percentage specified in the prospectus supplement of all of the Voting Rights of the class or classes specified in the prospectus supplement shall, by written notice to the Master Servicer or Special Servicer, as the case may be, terminate all of the rights and obligations of the Master Servicer or the Special Servicer, as the case may be, at which time the Trustee or another successor Master Servicer or Special

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Servicer appointed by the Trustee will succeed to all authority and power of the Master Servicer or Special Servicer under the Agreement and will be entitled to similar compensation arrangements. “Voting Rights” means the portion of the voting rights of all certificates that is allocated to any certificate in accordance with the terms of the Agreement.

CREDIT ENHANCEMENT

General

If specified in the related prospectus supplement for any series, credit enhancement may be provided with respect to one or more classes of the series or the related mortgage loans. Credit enhancement may be in the form of the subordination of one or more classes of the certificates of the series, the establishment of one or more reserve funds, overcollateralization, a letter of credit, certificate guarantee insurance policies or the use of cross-support features, or any combination of the foregoing.

Any credit enhancement will provide protection against risks of loss and will guarantee repayment of the principal balance of the certificates and interest on the certificates only to the extent described in the related prospectus supplement. If losses occur which exceed the amount covered by credit enhancement or which are not covered by the credit enhancement, Certificateholders will bear their allocable share of deficiencies.

If credit enhancement is provided with respect to a series, or the related mortgage loans, the related prospectus supplement will include a description of (a) the amount payable under the credit enhancement, (b) any conditions to payment under the credit enhancement not otherwise described in this prospectus, (c) the conditions (if any) under which the amount payable under the credit enhancement may be reduced and under which the credit enhancement may be terminated or replaced and (d) the material provisions of any agreement relating to the credit enhancement. Additionally, the related prospectus supplement will set forth certain information with respect to the issuer of any third-party credit enhancement, including (i) a brief description of its principal business activities, (ii) its principal place of business, place of incorporation and the jurisdiction under which it is chartered or licensed to do business, (iii) if applicable, the identity of regulatory agencies which exercise primary jurisdiction over the conduct of its business and (iv) its total assets, and its stockholders’ or policyholders’ surplus, if applicable, as of the date specified in the prospectus supplement. In addition, if the Certificateholders of the series will be materially dependent upon any provider of credit enhancement for timely payment of interest and/or principal on their certificates, the related prospectus supplement will include all information required by Items 1114 and 1115 of Regulation AB.

Subordinate Certificates

If so specified in the related prospectus supplement, one or more classes of a series may be subordinate certificates. If so specified in the related prospectus supplement, the rights of the Holders of subordinate certificates (the “Subordinate Certificates”) to receive distributions of principal and interest on any Distribution Date will be subordinated to the rights of the Holders of senior certificates (the “Senior Certificates”) to the extent specified in the related prospectus supplement. The Agreement may require a trustee that is not the Trustee to be appointed to act on behalf of Holders of Subordinate Certificates.

A series may include one or more classes of Senior Certificates entitled to receive cash flows remaining after distributions are made to all other Senior Certificates of the series. The right to receive payments will effectively be subordinate to the rights of other Holders of Senior Certificates. A series also may include one or more classes of Subordinate Certificates entitled to receive cash flows remaining after distributions are made to other Subordinate Certificates of the series. If so specified in the related prospectus supplement, the subordination of a class may apply only in the event of (or may be limited to) certain types of losses not covered by insurance policies or other credit support, such as losses arising from damage to property securing a mortgage loan not covered by standard hazard insurance policies.

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The related prospectus supplement will set forth information concerning the amount of subordination of a class or classes of Subordinate Certificates in a series, the circumstances in which subordination will be applicable, the manner, if any, in which the amount of subordination will decrease over time, the manner of funding any related reserve fund and the conditions under which amounts in any applicable reserve fund will be used to make distributions to Holders of Senior Certificates and/or to Holders of Subordinate Certificates or be released from the applicable Trust Fund.

Cross-Support Features

If the mortgage loans for a series are divided into separate mortgage loan groups, each backing a separate class or classes of a series, credit support may be provided by a cross-support feature which requires that distributions be made on Senior Certificates backed by one mortgage loan group prior to distributions on Subordinate Certificates backed by another mortgage loan group within the Trust Fund. The related prospectus supplement for a series which includes a cross-support feature will describe the manner and conditions for applying the cross-support feature.

Letter of Credit

If specified in the related prospectus supplement, a letter of credit with respect to a series of certificates will be issued by the bank or financial institution specified in the prospectus supplement (the “Letter of Credit Bank”). Under the letter of credit, the Letter of Credit Bank will be obligated to honor drawings in an aggregate fixed dollar amount, net of unreimbursed payments under the letter of credit, equal to the percentage specified in the related prospectus supplement of the aggregate principal balance of the mortgage loans on the applicable Cut-Off Date or of one or more classes of certificates. If so specified in the related prospectus supplement, the letter of credit may permit drawings in the event of losses not covered by insurance policies or other credit support, such as losses arising from damage not covered by standard hazard insurance policies. 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. The obligations of the Letter of Credit Bank under the letter of credit for any series of certificates will expire at the earlier of the date specified in the related prospectus supplement or the termination of the Trust Fund. A copy of the letter of credit for a series, if any, will be filed with the SEC as an exhibit to a current report on Form 8-K to be filed with the SEC on or prior to the date of the filing of the prospectus supplement related to the applicable series.

Certificate Guarantee Insurance

If so specified in the related prospectus supplement, certificate guarantee insurance, if any, with respect to a series of certificates will be provided by one or more insurance companies. The certificate guarantee insurance will guarantee, with respect to one or more classes of certificates of the applicable series, timely distributions of interest and principal to the extent set forth in or determined in the manner specified in the related prospectus supplement. If so specified in the related prospectus supplement, the certificate guarantee insurance will also guarantee against any payment made to a Certificateholder which is subsequently covered as a “voidable preference” payment under the Bankruptcy Code. A copy of the certificate guarantee insurance policy for a series, if any, will be filed with the SEC as an exhibit to a current report on Form 8-K to be filed with the SEC on or prior to the date of the filing of the prospectus supplement related to the applicable series.

Reserve Funds

If specified in the related prospectus supplement, one or more reserve funds may be established with respect to a series, in which cash, a letter of credit, Permitted Investments or a combination of cash, a letter of credit and/or Permitted Investments, in the amounts, if any, specified in the related prospectus supplement will be deposited. The reserve funds for a series may also be funded over time by depositing in that reserve a specified amount of the distributions received on the applicable mortgage loans if specified in the related prospectus supplement. The Depositor may pledge the reserve funds to a separate collateral agent specified in the related prospectus supplement.

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Amounts on deposit in any reserve fund for a series, together with the reinvestment income on the reserve fund, if any, will be applied by the Trustee for the purposes, in the manner, and to the extent specified in the related prospectus supplement. A reserve fund may be provided to increase the likelihood of timely payments of principal of, and interest on, the certificates, if required as a condition to the rating of the series by each Rating Agency. If so specified in the related prospectus supplement, reserve funds may be established to provide limited protection, in an amount satisfactory to each Rating Agency, against certain types of losses not covered by insurance policies or other credit support, such as losses arising from damage not covered by standard hazard insurance policies. Reserve funds also may be established for other purposes and in amounts as will be specified in the related prospectus supplement. Following each Distribution Date amounts in any reserve fund in excess of any amount required to be maintained in that reserve fund may be released from the reserve fund under the conditions and to the extent specified in the related prospectus supplement and will not be available for further application by the Trustee.

Moneys deposited in any reserve fund will be invested in Permitted Investments at the direction of the Depositor or any other person specified in the related prospectus supplement. Any reinvestment income or other gain from the investments will be credited to the related reserve fund for the related series, and any loss resulting from the investments will be charged to the reserve fund in accordance with the terms of the related Agreement. If specified in the related prospectus supplement, the income or other gain may be payable to the Master Servicer as additional servicing compensation, and any loss resulting from the investment will be borne by the Master Servicer. The right of the Trustee to make draws on the reserve fund, if any, will be an asset of the Trust Fund, but the reserve fund itself will only be a part of the Trust Fund if so provided in the related prospectus supplement.

Additional information concerning any reserve fund will be set forth in the related prospectus supplement, including the initial balance of the reserve fund, the balance required to be maintained in the reserve fund, the manner in which the required balance will decrease over time, the manner of funding the reserve fund, the purpose 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.

Overcollateralization

If specified in the related prospectus supplement, the principal balance of mortgage loans in a Trust Fund at the cut-off date may exceed the initial principal balance of the certificates of the related series, thus providing an additional measure of protection against losses and delinquencies on the mortgage loans.

Alternatively, if specified in the related prospectus supplement, a series may provide that excess cash flow received on the mortgage loans (generally interest in excess of that required to make interest payments on the certificates) will not be released. Instead, either the excess cash will (a) be paid to one or more senior classes of certificates as a principal payment, causing the aggregate principal balance of the mortgage loans to be greater than the aggregate principal balance of the certificates; the difference is overcollateralization or (b) available to offset principal losses and delinquencies after the principal balances of the classes of certificates specified in the related prospectus supplement have been paid in full. If so specified, the prospectus supplement will describes the periods during which, and the maximum amount up to which, such excess cash flow will be paid as principal.

SWAP AGREEMENT

If so specified in the prospectus supplement relating to a series of certificates, the Trust Fund will enter into or obtain an assignment of a swap agreement pursuant to which the Trust Fund will have the right to receive, and may have the obligation to make, certain payments of interest (or other payments) as set forth or determined as described in that swap agreement. The prospectus supplement relating to a series of certificates having the benefit of an interest rate swap agreement will describe the material terms of the agreement and the particular risks associated with the interest rate swap feature, including market and credit risk, the effect of counterparty defaults and other risks, if any. The prospectus supplement

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relating to the series of certificates also will set forth certain information relating to the corporate status, ownership and credit quality of the counterparty or counterparties to the swap agreement. In addition, if the Certificateholders of the series will be materially dependent upon any counterparty for timely payment of interest and/or principal on their certificates, the related prospectus supplement will include all information required by Items 1114 and 1115 of Regulation AB. A swap agreement may include one or more of the following types of arrangements.

Interest Rate Swap. In an interest rate swap, the Trust Fund will exchange the stream of interest payments on the mortgage loans for another stream of interest payments based on a notional amount, which may be equal to the principal amount of the mortgage loans as it declines over time.

Interest Rate Caps. In an interest rate cap, the Trust Fund or the swap counterparty, in exchange for a fee, will agree to compensate the other if a particular interest rate index rises above a rate specified in the swap agreement. The fee for the cap may be a single up-front payment to or from the Trust Fund, or a series of payments over time.

Interest Rate Floors. In an interest rate floor, the Trust Fund or the swap counterparty, in exchange for a fee, will agree to compensate the other if a particular interest rate index falls below a rate or level specified in the swap agreement. As with interest rate caps, the fee may be a single up-front payment or it may be paid periodically.

Interest Rate Collars. An interest rate collar is a combination of an interest rate cap and an interest rate floor. One party agrees to compensate the other if a particular interest rate index rises above the cap and, in exchange, will be compensated if the interest rate index falls below the floor.

Currency Swap: In a currency swap, the Trust Fund will exchange a stream of interest and principal payments on a class for the rate of interest on that class multiplied by the outstanding principal balance of the related class denominated in the applicable currency and (2) the currency equivalent of the U.S. Dollars such swap counterparty concurrently receives from the trust as a payment of principal allocated to the related class.

YIELD CONSIDERATIONS

General

The yield to maturity on any class of offered certificates will depend upon, among other things, the price at which the certificates are purchased, the amount and timing of any delinquencies and losses incurred by the class, the rate and timing of payments of principal on the mortgage loans, and the amount and timing of recoveries and Insurance Proceeds from REO mortgage loans and related REO Properties, which, in turn, will be affected by the amortization schedules of the mortgage loans, the timing of principal payments (particularly Balloon Payments) on the related mortgage loans (including delay in the payments resulting from modifications and extensions), the rate of principal prepayments, including prepayments by borrowers and prepayments resulting from defaults, repurchases arising in connection with certain breaches of the representations and warranties made in the Agreement and the exercise of the right of optional termination of the Trust Fund. Generally, prepayments on the mortgage loans will tend to shorten the weighted average lives of each class of certificates, and delays in liquidations of defaulted mortgage loans and modifications extending the maturity of mortgage loans will tend to lengthen the weighted average lives of each class of certificates. See “CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS—Enforceability of Certain Provisions” in this prospectus for a description of certain provisions of each Agreement and statutory, regulatory and judicial developments that may affect the prepayment experience and maturity assumptions on the mortgage loans.

Prepayment and Maturity Assumptions

The related prospectus supplement may indicate that the related mortgage loans may be prepaid in full or in part at any time, generally without prepayment premium. Alternatively, a Trust Fund may include

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mortgage loans that have significant restrictions on the ability of a borrower to prepay without incurring a prepayment premium or to prepay at all. As described above, the prepayment experience of the mortgage loans will affect the weighted average life of the offered certificates. A number of factors may influence prepayments on multifamily and commercial loans, including enforceability of due-on-sale clauses, prevailing mortgage market interest rates and the availability of mortgage funds, changes in tax laws (including depreciation benefits for income-producing properties), changes in borrowers’ net equity in the Mortgaged Properties, servicing decisions, prevailing general economic conditions and the relative economic vitality of the areas in which the Mortgaged Properties are located, the terms of the mortgage loans (for example, the existence of due-on-sale clauses), the quality of management of any income-producing Mortgaged Properties and, in the case of Mortgaged Properties held for investment, the availability of other opportunities for investment. A number of factors may discourage prepayments on multifamily loans and commercial loans, including the existence of any lockout or prepayment premium provisions in the underlying mortgage note. A lockout provision prevents prepayment within a certain time period after origination. A prepayment premium imposes an additional charge on a borrower who wishes to prepay. Some of the mortgage loans may have substantial principal balances due at their stated maturities (“Balloon Payments”). Balloon Payments involve a greater degree of risk than fully amortizing loans because the ability of the borrower to make a Balloon Payment typically will depend upon its ability either to refinance the loan or to sell the related Mortgaged Property. The ability of a borrower to accomplish either of these goals will be affected by a number of factors, including the level of available mortgage rates at the time of the attempted sale or refinancing, the borrower’s equity in the related Mortgaged Property, the financial condition of the borrower and operating history of the related Mortgaged Property, tax laws, prevailing economic conditions and the availability of credit for commercial real estate projects generally. See “CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS—Enforceability of Certain Provisions” in this prospectus.

If the purchaser of a certificate offered at a discount calculates its anticipated yield to maturity based on an assumed rate of distributions of principal that is faster than that actually experienced on the mortgage loans, the actual yield to maturity will be lower than that so calculated. Conversely, if the purchaser of a certificate offered at a premium calculates its anticipated yield to maturity based on an assumed rate of distributions of principal that is slower than that actually experienced on the mortgage loans, the actual yield to maturity will be lower than that so calculated. In either case, the effect of voluntary and involuntary prepayments of the mortgage loans on the yield on one or more classes of the certificates of the series in the related Trust Fund may be mitigated or exacerbated by any provisions for sequential or selective distribution of principal to the classes.

The timing of changes in the rate of principal payments on the mortgage loans may significantly affect an investor’s actual yield to maturity, even if the average rate of distributions of principal is consistent with an investor’s expectation. In general, the earlier a principal payment is received on the mortgage loans and distributed on a certificate, the greater the effect on the investor’s yield to maturity. The effect of an investor’s yield of principal payments occurring at a rate higher (or lower) than the rate anticipated by the investor during a given period may not be offset by a subsequent like decrease (or increase) in the rate of principal payments.

The weighted average life of a certificate refers to the average amount of time that will elapse from the date of issuance of the certificate until each dollar of principal is repaid to the Certificateholders. The weighted average life of the offered certificates will be influenced by the rate at which principal on the mortgage loans is paid, which may be in the form of scheduled amortization or prepayments. Prepayments on mortgage loans are commonly measured relative to a prepayment standard or model. As more fully described in the related prospectus supplement, the model generally represents an assumed constant rate of prepayment each month relative to the then outstanding principal balance of a pool of new mortgage loans.

We cannot assure you that the mortgage loans will prepay at any rate mentioned in any prospectus supplement. In general, if prevailing interest rates fall below the mortgage interest rates on the mortgage loans, the rate of prepayment can be expected to increase.

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CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS

The following discussion contains summaries of certain legal aspects of mortgage loans which are general in nature. Because many of the legal aspects of mortgage loans are governed by the laws of the jurisdictions where the related mortgaged properties are located (which laws may vary substantially), the following summaries do not purport to be complete, to reflect the laws of any particular jurisdiction, to reflect all the laws applicable to any particular mortgage loan or to encompass the laws of all jurisdictions in which the properties securing the mortgage loans are situated. In the event that the Trust Fund for a given series includes mortgage loans having material characteristics other than as described below, the related prospectus supplement will set forth additional legal aspects relating to the prospectus supplement.

Mortgages and Deeds of Trust Generally

The mortgage loans for a series will consist of loans secured by either mortgages or deeds of trust or other similar security instruments. There are two parties to a mortgage, the mortgagor, who is the borrower or obligor and owner of the mortgaged property, and the mortgagee, who is the lender. In a mortgage transaction, the mortgagor delivers to the mortgagee a note, bond or other written evidence of indebtedness and a mortgage. A mortgage creates a lien upon the real property encumbered by the mortgage as security for the obligation evidenced by the note, bond or other evidence of indebtedness. Although a deed of trust is similar to a mortgage, a deed of trust has three parties, the borrower-property owner called the trustor (similar to a mortgagor), a lender called the beneficiary (similar to a mortgagee), and a third-party grantee called the trustee. Under a deed of trust, the borrower irrevocably grants the property to the trustee, until the debt is paid, in trust for the benefit of the beneficiary to secure payment of the obligation generally with a power of sale. The trustee’s authority under a deed of trust and the mortgagee’s authority under a mortgage are governed by applicable law, the express provisions of the deed of trust or mortgage, as applicable, and, in some cases, in deed of trust transactions, the directions of the beneficiary.

The real property covered by a mortgage is most often the fee estate in land and improvements. However, a mortgage may encumber other interests in real property such as a tenant’s interest in a lease of land or improvements, or both, and the leasehold estate created by the lease. A mortgage covering an interest in real property other than the fee estate requires special provisions in the instrument creating the interest or in the mortgage to protect the mortgagee against termination of the interest before the mortgage is paid. Certain representations and warranties in the related Agreement will be made with respect to the mortgage loans which are secured by an interest in a leasehold estate.

Priority of the lien on mortgaged property created by mortgages and deeds of trust depends on their terms and, generally, on the order of filing with a state, county or municipal office, although the priority may in some states be altered by the existence of leases in place with respect to the mortgaged property and by the mortgagee’s or beneficiary’s knowledge of unrecorded liens or encumbrances against the mortgaged property. However, filing or recording may not establish priority over certain mechanic’s liens or governmental claims for real estate taxes and assessments or, in some states, for reimbursement of investigation, delineation and/or remediation costs of certain environmental conditions. See “—Environmental Risks” below. In addition, the Code provides priority to certain tax liens over the lien of the mortgage.

Rights of Mortgagees or Beneficiaries

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 the proceeds and awards to any indebtedness secured by the mortgage or deed of trust, in the order as the mortgagee 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

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proceeds payable under a hazard insurance policy and any award of damages in connection with the condemnation and absent the express obligation to make the proceeds available for restoration of the property 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, if any. 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 these 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 this 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 the 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 these 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 related loan agreement up to a “credit limit” amount stated in the recorded mortgage.

Another provision typically found in the form of the mortgage or deed of trust used by many institutional lenders obligates the mortgagor or trustor to pay before delinquency all taxes and assessments on the property and, when due, all encumbrances, charges and liens on the property which are or which may become prior to the lien of the mortgage or deed of trust, to provide and maintain fire insurance on the property, to maintain and repair the property and not to commit or permit any waste of the property, and to appear in and defend any action or proceeding purporting to affect the property or the rights of the mortgagee or beneficiary under the mortgage or deed of trust. Upon a failure of the mortgagor or trustor to perform any of these obligations, the mortgagee or beneficiary is given the right under the mortgage or deed of trust to perform the obligation itself, at its election, with the mortgagor or trustor agreeing to reimburse the mortgagee or beneficiary for any sums expended by the mortgagee or beneficiary on behalf of the trustor. All sums so expended by the mortgagee or beneficiary become part of the indebtedness secured by the mortgage or deed of trust.

The form of mortgage or deed of trust used by many institutional lenders typically requires the mortgagor or trustor to obtain the consent of the mortgagee or beneficiary in respect of actions affecting the mortgaged property, including, without limitation, leasing activities (including new leases and termination or modification of existing leases), alterations and improvements to buildings forming a part of the mortgaged property, and management and leasing agreements for the mortgaged property. Tenants will often refuse to execute a lease unless the mortgagee or beneficiary executes a written agreement with the tenant not to disturb the tenant’s possession of its premises in the event of a foreclosure. A senior mortgagee or beneficiary may, unless the mortgage loan provides otherwise, refuse to consent to matters approved by a junior mortgagee or beneficiary with the result that the value of the security for the junior mortgage or deed of trust is diminished. For example, a senior mortgagee or beneficiary may decide not to approve a lease or to refuse to grant to a tenant a non-disturbance agreement. If, as a result, the lease is not executed, the value of the mortgaged property may be diminished.

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Foreclosure

Foreclosure of a mortgage is generally accomplished by judicial action initiated by the service of legal pleadings upon all necessary parties having an interest in the real property. Delays in completion of foreclosure may occasionally result from difficulties in locating the necessary parties. When the mortgagee’s right to foreclose is contested, the legal proceedings necessary to resolve the issue can be time consuming. A judicial foreclosure may be subject to delays and expenses similarly encountered in other civil litigation and may take several years to complete. At the completion of the judicial foreclosure proceedings, if the mortgagee prevails, the court generally issues a judgment of foreclosure and appoints a referee or other designated official to conduct the sale of the property. The sales are made in accordance with procedures that vary from state to state. The purchaser at such sale acquires the estate or interest in real property covered by the mortgage. If the mortgage covered the tenant’s interest in a lease and leasehold estate, the purchaser will acquire such tenant’s interest subject to the tenant’s obligations under the lease to pay rent and perform other covenants contained in the lease. Generally, state law controls the amount of foreclosure expenses and costs, including attorneys’ fees, which may be recovered by a lender.

The borrower, or any other person having a junior encumbrance on the real estate, may, after acceleration but not after a foreclosure sale has occurred, cure the default by paying the entire amount in arrears plus the costs and expenses incurred in enforcing the obligation.

Foreclosure of a deed of trust is commonly accomplished by a non-judicial trustee’s sale under a specific provision in the deed of trust and/or applicable statutory requirements which authorizes the trustee, generally following a request from the beneficiary/lender, to sell the property at public sale upon any default by the borrower under the terms of the note or deed of trust. A number of states may also require that a lender provide notice of acceleration of a note to the borrower. Notice requirements under a trustee’s sale vary from state to state. In some states, prior to the trustee’s sale the trustee must record a notice of default and send a copy to the borrower-trustor, to any person who has recorded a request for a copy of a notice of default and notice of sale and to any successor in interest to the trustor. In addition, the trustee must provide notice in some states to any other person having an interest in the real property, including any junior lienholders, and to certain other persons connected with the deed of trust. In some states, the borrower, or any other person having a junior encumbrance on the real estate, may, during a reinstatement period, cure the default by paying the entire amount in arrears plus the costs and expenses (in some states, limited to reasonable costs and expenses) incurred in enforcing the obligation. Generally, state law controls the amount of foreclosure expenses and costs, including attorneys’ fees, which may be recovered by a lender. If the deed of trust is not reinstated, a notice of sale must be posted in a public place and, in most states, published for a specific period of time in one or more newspapers. In addition, some state laws require that a copy of the notice of sale be posted on the property and sent to all parties having an interest in the real property.

In case of foreclosure under either a mortgage or a deed of trust, the sale by the referee or other designated official or by the trustee is often a public sale. However, because of the difficulty a potential buyer at the sale might have in determining the exact status of title to the property subject to the lien of the mortgage or deed of trust and the redemption rights that may exist (see “—Rights of Redemption” below), and because the physical condition and financial performance of the property may have deteriorated during the foreclosure proceedings and/or for a variety of other reasons, a third party may be unwilling to purchase the mortgaged property at the foreclosure sale. Some states require that the lender disclose to potential bidders at a trustee’s sale all known facts materially affecting the value of the property. This disclosure may have an adverse effect on the trustee’s ability to sell the property or the sale price of the property. Potential buyers may further question the prudence of purchasing property at a foreclosure sale as a result of the 1980 decision of the United States Court of Appeals for the Fifth Circuit in Durrett v. Washington National Insurance Company and other decisions that have followed its reasoning. In Durrett and its progeny, the Fifth Circuit and other courts held that the transfer of real property pursuant to a non-collusive, regularly conducted foreclosure sale was subject to the fraudulent transfer provisions of the applicable bankruptcy laws, including the requirement that the price paid for the property constitute “fair consideration.” The reasoning and result of Durrett and its progeny in respect of

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the federal bankruptcy code, as amended from time to time (11 U.S.C.) (the “Bankruptcy Code”) was rejected, however, by the United States Supreme Court in BFP v. Resolution Trust Corp., 511 U.S. 531 (1994). The case could nonetheless be persuasive to a court applying a state fraudulent conveyance law which has provisions similar to those construed in Durrett.

For these and other reasons, it is common for the lender to purchase the property from the trustee, referee or other designated official for an amount equal to the lesser of the fair market value of the property and the outstanding principal amount of the indebtedness secured by the mortgage or deed of trust, together with accrued and unpaid interest and the expenses of foreclosure, in which event, if the amount bid by the lender equals the full amount of the debt, interest and expenses, the mortgagee’s debt will be extinguished. Thereafter, subject to the mortgagor’s right in some states to remain in possession during a redemption period, if applicable, the lender will assume the burdens of ownership, including obtaining casualty insurance, paying operating expenses and real estate taxes and making repairs until it can arrange a sale of the property to a third party. Frequently, the lender employs a third party management company to manage and operate the property. The costs of operating and maintaining commercial property may be significant and may be greater than the income derived from that property. The costs of management and operation of those mortgaged properties which are hotels, motels or nursing or convalescent homes or hospitals may be particularly significant because of the expertise, knowledge and, especially with respect to nursing or convalescent homes or hospitals, regulatory compliance, required to run the operations and the effect which foreclosure and a change in ownership may have on the public’s and the industry’s (including franchisor’s) perception of the quality of the operations. The lender will commonly obtain the services of a real estate broker and pay the broker’s commission in connection with the sale of the property. Depending upon market conditions, the ultimate proceeds of the sale of the property may not equal the amount due to the lender in connection with the property. Moreover, a lender commonly incurs substantial legal fees and court costs in acquiring a mortgaged property through contested foreclosure and/or bankruptcy proceedings. Furthermore, an increasing number of states require that any adverse environmental conditions be eliminated before a property may be resold. In addition, a lender may be responsible under federal or state law for the cost of remediating a mortgaged property that is environmentally contaminated. See “—Environmental Risks” below. As a result, a lender could realize an overall loss on a mortgage loan even if the related 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 mortgage loan, plus accrued interest.

In foreclosure proceedings, some courts have applied general equitable principles. These equitable principles are generally designed to relieve the borrower from the legal effect of the borrower’s defaults under the loan documents. Examples of equitable remedies that have been fashioned include judicial requirements that the lender undertake affirmative and expensive actions to determine the causes 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 judgment and have required that lenders reinstate loans or recast payment schedules in order to accommodate borrowers who are suffering from temporary financial disability. In other cases, courts have limited the right of the lender to foreclose if the default under the mortgage instrument is not monetary, such as the borrower’s failing to maintain adequately the property or the borrower’s executing a second mortgage or deed of trust affecting the property. Finally, some courts have been faced with the issue of whether or not federal or state constitutional provisions reflecting due process concerns for adequate notice require that borrowers under deeds of trust or mortgages receive notices in addition to the statutorily-prescribed minimum notice. For the most part, these cases have upheld the notice provisions as being reasonable or have found that the sale by a trustee under a deed of trust, or under a mortgage having a power of sale, does not involve sufficient state action to afford constitutional protections to the borrower. There may, however, be state transfer taxes due and payable upon obtaining the properties at foreclosure. These taxes could be substantial.

Under the REMIC provisions of the Code (if applicable) and the related Agreement, the Master Servicer or Special Servicer, if any, may be required to hire an independent contractor to operate any REO Property. The costs of the operation may be significantly greater than the costs of direct operation by the Master Servicer or Special Servicer, if any. Under Section 856(e)(3) of the Code, property acquired by foreclosure generally must not be held beyond the close of the third taxable year after the taxable year

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in which the acquisition occurs. With respect to a series of certificates for which an election is made to qualify the Trust Fund or a part of the Trust Fund as a REMIC, the Agreement will permit foreclosed property to be held for more than the time period permitted by Section 856(e)(3) of the Code if the Trustee receives (i) an extension from the Internal Revenue Service or (ii) an opinion of counsel to the effect that holding the property for the period is permissible under the applicable REMIC provisions.

Bankruptcy Issues

Automatic Stay

The Bankruptcy Code may affect the ability to enforce certain rights under a mortgage in the event that a borrower becomes the subject of a bankruptcy or reorganization proceeding under the Bankruptcy Code. Section 362 of the Bankruptcy Code operates as an automatic stay of, among other things, any act to obtain possession of property of or from a debtor’s estate, which may delay the mortgagee’s exercise of such remedies, including foreclosure, in the event that such borrower becomes the subject of a proceeding under the Bankruptcy Code. While relief from the automatic stay to enforce remedies may be requested, it can be denied for a number of reasons, including where the collateral is "necessary to an effective reorganization" for the debtor, and if a debtor’s case has been administratively consolidated with those of its affiliates, the court may also consider whether the property is “necessary to an effective reorganization” of the debtor and its affiliates, taken as a whole. 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 out the junior lien.

Sales Free and Clear of Liens

Under Sections 363(b) and (f) of the Bankruptcy Code, a trustee, or a borrower as debtor in possession, may, despite the provisions of the related mortgage to the contrary, sell the related mortgaged property free and clear of all liens, which liens would then attach to the proceeds of such sale. Such a sale may be approved by a bankruptcy court even if the proceeds are insufficient to pay the secured debt in full.

Post-Petition Credit

Pursuant to Section 364 of the Bankruptcy Code, a bankruptcy court may, under certain circumstances, authorize a debtor to obtain credit after the commencement of a bankruptcy case, secured among other things, by senior, equal or junior liens on property that is already subject to a lien. In the recent bankruptcy case of General Growth Properties, the debtors initially sought approval of a debtor-in-possession loan to the corporate parent entities guaranteed by the property-level special purpose entities and secured by second liens on their properties. Although the debtor-in-possession loan ultimately did not include these subsidiary guarantees and second liens, we cannot assure you that, in the event of a bankruptcy of a sponsor, the sponsor would not seek approval of a similar debtor-in-possession loan, or that a bankruptcy court would not approve a debtor-in-possession loan that included such subsidiary guarantees and second liens on such subsidiaries’ properties.

Modification of Lender’s Rights

Under the Bankruptcy Code, provided certain substantive and procedural safeguards for a lender are met, the amount, terms and priority of a mortgage securing a loan to a debtor may be modified under certain circumstances. The amount of the loan secured by the real property may be reduced to the then current value of the property pursuant to a confirmed plan of reorganization or lien avoidance proceeding, thus leaving the lender a secured creditor to the extent of the then current value of the property and a general unsecured creditor for the difference between such value and the outstanding balance of the loan. Such general unsecured claims may be paid less than 100% of the amount of the debt or not at all, depending upon the circumstances. Other modifications may include the reduction in the amount of each monthly payment, which reduction may result from a reduction in the rate of interest and/or the alteration of the repayment schedule (with or without affecting the unpaid principal balance of the loan), and/or an

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extension (or reduction) of the final maturity date. Some courts with federal bankruptcy jurisdiction have approved plans, based on the particular facts of the reorganization case, that effected the curing of a mortgage loan default by paying arrearages over a number of years. Also, under the Bankruptcy Code, a bankruptcy court may permit a debtor through its plan of reorganization to decelerate a secured loan and to reinstate the loan even though the lender accelerated the mortgage loan and final judgment of foreclosure had been entered in state court (provided no sale of the property had yet occurred) prior to the filing of the debtor’s petition. This may be done even if the plan of reorganization does not provide for payment in full of the amount due under the original loan. Other types of significant modifications to the terms of the mortgage may be acceptable to the bankruptcy court, such as making distributions to the mortgage holder of property other than cash, or the substitution of collateral which is the “indubitable equivalent” of the real property subject to the mortgage or the subordination of the mortgage to liens securing new debt (provided that the lender’s secured claim is “adequately protected” as such term is defined and interpreted under the Bankruptcy Code), often depending on the particular facts and circumstances of the specific case.

A trustee in a bankruptcy proceeding may in some cases be entitled to collect its costs and expenses in preserving or selling the mortgaged property ahead of payment to the lender. In certain circumstances, a debtor in bankruptcy may have the power to grant liens senior to the lien of a mortgage, and analogous state statutes and general principles of equity may also provide the borrower with means to halt a foreclosure proceeding or sale and to force a restructuring of a mortgage loan on terms a lender would not otherwise accept. Moreover, the laws of certain states also give priority to certain tax liens over the lien of a mortgage or deed of trust. Under the Bankruptcy Code, if the court finds that actions of the mortgagees have been unreasonable, the lien of the related mortgage may be subordinated to the claims of unsecured creditors. Federal bankruptcy law also may interfere with the master servicer’s or special servicer’s ability to enforce lockbox requirements.

Leases and Rents

The legal proceedings necessary to resolve these issues can be time consuming and costly and may significantly delay or diminish the receipt of rents. Federal bankruptcy law may also interfere with or affect the ability of a secured mortgage lender to enforce an assignment by a borrower of rents and leases related to a mortgaged property if the related borrower is in a bankruptcy proceeding. Federal bankruptcy law provides generally that rights and obligations under an unexpired lease of the debtor/lessee may not be terminated or modified at any time after the commencement of a case under the Bankruptcy Code solely on the basis of a provision in the lease to the effect or because of certain other similar events. This prohibition on so-called “ipso facto clauses” could limit the ability of the Trustee for a series of certificates to exercise certain contractual remedies with respect to any leases. In addition, under Section 362 of the Bankruptcy Code, a mortgagee may be stayed from enforcing the assignment, and the legal proceedings necessary to resolve the issue can be time consuming and may result in significant delays in the receipt of the rents. For example, the filing of a petition in bankruptcy by or on behalf of a lessee of a mortgaged property would result in a stay against the commencement or continuation of any state court proceeding for past due rent, for accelerated rent, for damages or for a summary eviction order with respect to a default under the related lease that occurred prior to the filing of the lessee’s petition. Rents and leases may also escape an assignment of them (i) if the assignment is not fully perfected under state law prior to commencement of the bankruptcy proceeding, (ii) to the extent such rents and leases are used by the borrower to maintain the mortgaged property, or for other court authorized expenses, (iii) to the extent other collateral may be substituted for the rents and leases, (iv) to the extent the bankruptcy court determines that the lender is adequately protected or (v) to the extent the court determines, based on the equities of the case, that the post-petition rents are not subject to the lender’s pre-petition security interest.

Under the Bankruptcy Code, a security interest in real property acquired before the commencement of the bankruptcy case does not extend to income received after the commencement of the bankruptcy case unless such income is a proceed, product or rent of such property. Therefore, to the extent a business conducted on the mortgaged property creates accounts receivable rather than rents or results from payments under a license rather than payments under a lease, a valid and perfected pre-bankruptcy

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lien on such accounts receivable or license income generally would not continue as to post-bankruptcy accounts receivable or license income. The Bankruptcy Code has been amended to mitigate this problem with respect to fees, charges, accounts or other payments for the use or occupancy of rooms and other public facilities in hotels, motels or other lodging facilities. A lender’s perfected pre-petition security interest in leases, rents and hotel revenues continues in the post-petition leases, rents and hotel, motel and other lodging property revenues, unless a bankruptcy court orders to the contrary “based on the equities of the case.” The equities of a particular case may permit the discontinuance of security interests in post petition leases and rents. Unless a court orders otherwise, however, rents and other revenues from the related lodging property generated after the date the bankruptcy petition is filed will constitute “cash collateral” under the Bankruptcy Code. Debtors may only use cash collateral upon obtaining the lender’s consent or a prior court order finding that the lender’s interest in such mortgaged property and the cash collateral is “adequately protected” as such term is defined and interpreted under the Bankruptcy Code. In addition to post-petition rents, any cash held by a lender in a lockbox or reserve account generally, upon the commencement of the bankruptcy case, would also constitute “cash collateral” under the Bankruptcy Code. So long as the lender is adequately protected, a debtor’s use of cash collateral may be for its own benefit or for the benefit of any affiliated entity group that is also subject to bankruptcy proceedings, including use as collateral for new debt. It should be noted, however, that the court may find that the lender has no security interest in either pre-petition or post-petition revenues if the court finds that the loan documents do not contain language covering accounts, room rents, or other forms of personality necessary for a security interest to attach to such revenues.

Lease Assumption or Rejection by Tenant

In addition, the Bankruptcy Code generally provides that a trustee or debtor in possession may, with respect to an unexpired lease of non-residential real property, before the earlier of (i) 120 days after the filing of a bankruptcy case or (ii) the entry of an order confirming a plan, subject to approval of the court, (a) assume the lease and retain it or assign it to a third party or (b) reject the lease. If the trustee or debtor-in-possession fails to assume or reject the lease within the time specified in the preceding sentence, subject to any extensions by the bankruptcy court, the lease will be deemed rejected and the property will be surrendered to the lessor. The bankruptcy court may for cause shown extend the 120-day period up to 90 days for a total of 210 days. If the lease is assumed, the trustee in bankruptcy on behalf of the lessee, or the lessee as debtor in possession, or the assignee, if applicable, must cure any defaults under the lease, compensate the lessor for its losses and provide the lessor with “adequate assurance” of future performance. However, these remedies may, in fact, be insufficient and the lessor may be forced to continue under the lease with a lessee that is a poor credit risk or an unfamiliar tenant if the lease was assigned. If the lease is rejected, the rejection generally constitutes a breach of the executory contract or unexpired lease immediately before the date of filing the petition. As a consequence, the other party or parties to the lease, such as the borrower, as lessor under a lease, generally would have only an unsecured claim against the debtor for damages resulting from the breach, which could adversely affect the security for the related mortgage loan. In addition, pursuant to Section 502(b)(6) of the Bankruptcy Code, a lessor’s damages for lease rejection in respect of future rent installments are limited to (a) the rent reserved by the lease, without acceleration, for the greater of one year or 15 percent, not to exceed three years, of the remaining term of the lease following the earlier of the date of the bankruptcy petition and the date on which the lessor regained possession of the property, plus (b) any unpaid rent due under such lease, without acceleration, on the earlier of such dates.

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

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Lease Rejection by Lessor – Tenant’s Rights

If a trustee in bankruptcy on behalf of a lessor, or a lessor as debtor in possession, rejects an unexpired lease of real property, the lessee may treat the lease as terminated by the rejection or, in the alternative, the lessee may remain in possession of the leasehold for the balance of the term and for any renewal or extension of the term that is enforceable by the lessee under applicable non-bankruptcy law. The Bankruptcy Code provides that if a lessee elects to remain in possession after a rejection of a lease, the lessee may offset against rents reserved under the lease for the balance of the term after the date of rejection of the lease, and the related renewal or extension of the lease, any damages occurring after that date caused by the nonperformance of any obligation of the lessor under the lease after that date. To the extent provided in the related prospectus supplement, the lessee will agree under certain leases to pay all amounts owing under the leases to the Master Servicer without offset. To the extent that the contractual obligation remains enforceable against the lessee, the lessee would not be able to avail itself of the rights of offset generally afforded to lessees of real property under the Bankruptcy Code.

Intercreditor Issues

Additionally, pursuant to subordination or intercreditor agreements for certain of the mortgage loans, the subordinate lenders may have agreed that they will not take any direct actions with respect to the related subordinated debt, including any actions relating to the bankruptcy of the borrower, and that the holder of the mortgage loan will have all rights to direct all such actions. We cannot assure you that in the event of the borrower’s bankruptcy, a court will enforce such restrictions against a subordinated lender. In its decision in In re 203 North LaSalle Street Partnership, 246 B.R. 325 (Bankr. N.D. Ill. 2000), the United States Bankruptcy Court for the Northern District of Illinois refused to enforce a provision of a subordination agreement that allowed a first mortgagee to vote a second mortgagee’s claim with respect to a Chapter 11 reorganization plan on the grounds that pre-bankruptcy contracts cannot override rights expressly provided by the Bankruptcy Code. This holding, which at least one court has 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.

Avoidance Actions

In a bankruptcy or similar proceeding involving a borrower, action may be taken seeking the recovery as a preferential transfer of any payments made by such borrower under a mortgage loan or to avoid the granting of the liens in the transaction in the first instance, or any replacement liens that arise by operation of law or the security agreement. Payments on long term debt may be protected from recovery as preferences if they qualify for the "ordinary course" exception under the Bankruptcy Code or if certain of the other defenses in the Bankruptcy Code are applicable. Whether any particular payment would be protected depends upon the facts specific to a particular transaction. In addition, in a bankruptcy or similar proceeding involving any borrower, an action may be taken to avoid the transaction (or any component of the transaction, such as joint and several liability on a mortgage loan) as an actual or constructive fraudulent conveyance under state or federal law.

Generally, under federal law and most state fraudulent conveyance statutes, the incurrence of an obligation or the transfer of property by a person will be subject to avoidance if it was made with actual intent to hinder, delay or defraud creditors, as evidenced by certain “badges” of fraud. It also will be subject to avoidance under certain circumstances as a constructive fraudulent transfer if the transferor did not receive fair consideration or reasonably equivalent value in exchange for such obligation or transfer and (i) was insolvent or was rendered insolvent by such obligation or transfer, (ii) was engaged in business or a transaction, or was about to engage in business or a transaction, for which any property remaining with the person constituted unreasonably small capital, or (iii) intended to, or believed that it would, incur debts that would be beyond the person’s ability to pay as such debts matured. The measure of insolvency will vary depending on the law of the applicable jurisdiction. However, an entity will generally be considered insolvent if the present fair salable value of its assets is less than (x) the sum of its debts or (y) the amount that would be required to pay its probable liabilities on its existing debts as they become absolute and matured. Accordingly, cross-collateralization arrangements could be

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challenged as fraudulent transfers by creditors of a borrower in an action brought outside a bankruptcy case or, if the borrower were to become a debtor in a bankruptcy case, by the borrower as a debtor in possession or its bankruptcy trustee. Among other things, a legal challenge to the granting of liens may focus on the benefits realized by the borrower from the mortgage loan proceeds, in addition to the overall cross-collateralization. A lien or other property transfer granted by a borrower to secure repayment of a loan could be avoided if a court were to determine that (i) such borrower was insolvent at the time of granting the lien, was rendered insolvent by the granting of the lien, was left with inadequate capital, or was not able to pay its debts as they matured and (ii) the borrower did not, when it allowed its property to be encumbered by a lien securing the entire indebtedness represented by the loan, receive fair consideration or reasonably equivalent value for pledging such property.

Management Agreements

It is likely that any management agreement relating to the Mortgaged Properties constitutes an “executory contract” for purposes of the Bankruptcy Code. Federal bankruptcy law provides generally that rights and obligations under an executory contract of a debtor may not be terminated or modified at any time after the commencement of a case under the Bankruptcy Code solely on the basis of a provision in such contract to such effect or because of certain other similar events. This prohibition on so-called “ipso facto” clauses could limit the ability of the related borrower (or the trustee as its assignee) to exercise certain contractual remedies with respect to a management agreement relating to any such Mortgaged Property. In addition, the Bankruptcy Code provides that a trustee in bankruptcy or debtor-in-possession may, subject to approval of the court, (a) assume an executory contract and (i) retain it or (ii) unless applicable law excuses a party other than the debtor from accepting performance from or rendering performance to an entity other than the debtor, assign it to a third party (notwithstanding any other restrictions or prohibitions on assignment) or (b) reject such contract. In a bankruptcy case of the related property manager, if the related management agreement(s) were to be assumed, the trustee in bankruptcy on behalf of such property manager, or such property manager as debtor-in-possession, or the assignee, if applicable, must cure any defaults under such agreement(s), compensate the borrower for its losses and provide the borrower with “adequate assurance” of future performance. Such remedies may be insufficient, however, as the related borrower may be forced to continue under a management agreement with a manager that is a poor credit risk or an unfamiliar manager if a management agreement was assigned (if applicable state law does not otherwise prevent such an assignment), and any assurances provided to the borrower may, in fact, be inadequate. If a management agreement is rejected, such rejection generally constitutes a breach of the executory contract immediately before the date of the filing of the petition. As a consequence, the related borrower generally would have only an unsecured claim against the related property manager for damages resulting from such breach, which could adversely affect the security for the Certificates.

Certain of the Borrowers May Be Partnerships

The laws governing limited partnerships in certain states provide that the commencement of a case under the Bankruptcy Code with respect to a general partner will cause a person to cease to be a general partner of the limited partnership, unless otherwise provided in writing in the limited partnership agreement. This provision may be construed as an “ipso facto” clause and, in the event of the general partner’s bankruptcy, may not be enforceable. Certain limited partnership agreements of the borrowers may provide that the commencement of a case under the Bankruptcy Code with respect to the related general partner constitutes an event of withdrawal (assuming the enforceability of the clause is not challenged in bankruptcy proceedings or, if challenged, is upheld) that might trigger the dissolution of the limited partnership, the winding up of its affairs and the distribution of its assets, unless (i) at the time there was at least one other general partner and the written provisions of the limited partnership permit the business of the limited partnership to be carried on by the remaining general partner and that general partner does so or (ii) the written provisions of the limited partnership agreement permit the limited partners to agree within a specified time frame (often 60 days) after the withdrawal to continue the business of the limited partnership and to the appointment of one or more general partners and the limited partners do so. In addition, the laws governing general partnerships in certain states provide that the commencement of a case under the Bankruptcy Code or state bankruptcy laws with respect to a

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general partner of the partnerships triggers the dissolution of the partnership, the winding up of its affairs and the distribution of its assets. Those state laws, however, may not be enforceable or effective in a bankruptcy case. Limited liability companies may be subjected to similar treatment as that described in this offering circular with respect to limited partnerships. The dissolution of a borrower, the winding up of its affairs and the distribution of its assets could result in an acceleration of its payment obligation under the borrower’s mortgage loan.

In addition, the bankruptcy of the general or limited partner of a borrower that is a partnership, or the bankruptcy of a member of a borrower that is a limited liability company or the bankruptcy of a shareholder of a borrower that is a corporation may provide the opportunity in the bankruptcy case of the partner, member or shareholder to obtain an order from a court consolidating the assets and liabilities of the partner, member or shareholder with those of the mortgagor pursuant to the doctrines of substantive consolidation or piercing the corporate veil. In such a case, the respective Mortgaged Property, for example, would become property of the estate of the bankrupt partner, member or shareholder. Not only would the Mortgaged Property be available to satisfy the claims of creditors of the partner, member or shareholder, but an automatic stay would apply to any attempt by the Trustee to exercise remedies with respect to the Mortgaged Property. However, such an occurrence should not affect the Trustee’s status as a secured creditor with respect to the borrower or its security interest in the Mortgaged Property.

A borrower that is a limited partnership, in many cases, may be required by the loan documents to have a special purpose entity as its sole general partner, and a borrower that is a general partnership, in many cases, may be required by the loan documents to have as its general partners only entities that are special purpose entities. A borrower that is a limited liability company may be required by the loan documents to have a special purpose member or a springing member. All borrowers that are tenants-in-common may be required by the loan documents to be special purpose entities. These provisions are designed to mitigate the risk of the dissolution or bankruptcy of the borrower partnership or its general partner, a borrower limited liability company or its member (if applicable), or a borrower that is a tenant-in-common. However, we cannot assure you that any borrower partnership or its general partner, or any borrower limited liability company or its member (if applicable), or a borrower that is a tenant-in-common, will not dissolve or become a debtor under the Bankruptcy Code.

Single Purpose Entity Covenants and Substantive Consolidation

Although the borrowers under the mortgage loans included in trust or trust fund may be special purpose entities, special purpose entities can become debtors in bankruptcy under various circumstances. For example, in the recent bankruptcy case of In re General Growth Properties, Inc. 409 B.R. 43 (Bankr. S.D.N.Y. 1999), for example, notwithstanding that such subsidiaries were special purpose entities with independent directors, numerous property-level, special purpose subsidiaries were filed for bankruptcy protection by their parent entity. Nonetheless, the United States Bankruptcy Court for the Southern District of New York denied various lenders’ motions to dismiss the special purpose entity subsidiaries’ cases as bad faith filings. In denying the motions, the bankruptcy court stated that the fundamental and bargained for creditor protections embedded in the special purpose entity structures at the property level would remain in place during the pendency of the chapter 11 cases. Those protections included adequate protection of the lenders’ interest in their collateral and protection against the substantive consolidation of the property-level debtors with any other entities.

The moving lenders in the General Growth case had argued that the 20 property-level bankruptcy filings were premature and improperly sought to restructure the debt of solvent entities for the benefit of equity holders. However, the Bankruptcy Code does not require that a voluntary debtor be insolvent or unable to pay its debts currently in order to be eligible for relief and generally a bankruptcy petition will not be dismissed for bad faith if the debtor has a legitimate rehabilitation objective. Accordingly, after finding that the relevant debtors were experiencing varying degrees of financial distress due to factors such as cross defaults, a need to refinance in the near term (i.e., within 1 to 4 years), and other considerations, the bankruptcy court noted that it was not required to analyze in isolation each debtor’s basis for filing. In the court’s view, the critical issue was whether a parent company that had filed its bankruptcy case in good faith could include in the filing subsidiaries that were necessary for the parent’s reorganization. As

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demonstrated in the General Growth Properties bankruptcy case, although special purpose entities are designed to mitigate the bankruptcy risk of a borrower, special purpose entities can become debtors in bankruptcy under various circumstances.

Generally, pursuant to the doctrine of substantive consolidation, a bankruptcy court, in the exercise of its broad equitable powers, has the authority to order that the assets and liabilities of a borrower be substantively consolidated with those of an affiliate (i.e., even a non-debtor), including for the purposes of making distributions under a plan of reorganization or liquidation. Thus, property that is ostensibly the property of a borrower may become subject to the bankruptcy case of an affiliate, the automatic stay applicable to such bankrupt affiliate may be extended to a borrower, and the rights of creditors of a borrower may become impaired. Substantive consolidation is generally viewed as an equitable remedy that could result in an otherwise solvent company becoming subject to the bankruptcy proceedings of an insolvent affiliate, making the solvent company’s assets available to repay the debts of affiliated companies. A court has the discretion to order substantive consolidation in whole or in part and may include non-debtor affiliates of the bankrupt entity in the proceedings. The interrelationship among a borrower and other affiliates may pose a heightened risk of substantive consolidation and other bankruptcy risks in the event that any one or more of them were to become a debtor under the Bankruptcy Code. In the event of the bankruptcy of the applicable parent entities of any borrower, the assets of such borrower may be treated as part of the bankruptcy estates of such parent entities. In addition, in the event of the institution of voluntary or involuntary bankruptcy proceedings involving a borrower and certain of its affiliates, to serve judicial economy, it is likely that a court would jointly administer the respective bankruptcy proceedings. Furthermore, with respect to any affiliated borrowers, creditors of a common parent in bankruptcy may seek to substantively consolidate the assets of such borrowers with those of the parent.

State Law Limitations on Lenders

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 from the foreclosure sale. In some states, redemption may occur only upon payment of the entire principal balance of the loan, accrued interest and expenses of foreclosure. In some states, redemption may be authorized even if the former borrower pays only a portion of the sums due. The effect of these types of statutory rights of redemption is to diminish the ability of the lender to sell the foreclosed property. The rights of redemption would defeat the title of any purchaser from the lender subsequent to foreclosure or sale under a deed of trust. Consequently, the practical effect of the redemption right is to force the lender to retain the property and pay the expenses of ownership until the redemption period has run. See “—Rights of Redemption” below.

Certain states have imposed statutory prohibitions against or limitations on recourse to the borrower. For example, some state statutes limit the right of the beneficiary or mortgagee to 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 in most cases 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 require the beneficiary or mortgagee to exhaust the security afforded under a deed of trust or mortgage by foreclosure in an attempt to satisfy the full debt before bringing a personal action against the borrower on the debt without first exhausting the security. In some states, the lender, if it first pursues judgment through a personal action against the borrower on the debt, may be deemed to have elected a remedy and may then be precluded from exercising remedies with respect to the security. Consequently, the practical effect of the election requirement, when applicable, is that lenders will usually proceed first against the property encumbered by the mortgage or deed of trust rather than bringing personal action against the borrower. Other statutory provisions limit any deficiency judgment against the former borrower following a judicial sale to the excess of the outstanding debt over the fair market value of the property at the time of the public sale. The purpose of these statutes is generally to prevent a beneficiary or a mortgagee from obtaining a large deficiency judgment against the former borrower as a result of low bids or the absence of bids at the judicial sale. See “—Anti-Deficiency Legislation” below.

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Environmental Risks

Real property pledged as security to a lender may be subject to unforeseen environmental risks. Of particular concern may be those mortgaged properties which are, have been the site of, or are located near other properties that have been the site of, manufacturing, industrial or disposal activity. Such environmental risks may give rise to (a) a diminution in value of property securing any mortgage loan or, (b) in certain circumstances as more fully described below, liability for cleanup costs or other remedial actions, and for natural resource damages, at such property, which liabilities could exceed the value of such property or the principal balance of the related mortgage loan. In certain circumstances, a lender may choose not to foreclose on contaminated property rather than risk incurring liability for remedial actions.

Environmental reports are generally prepared for mortgage properties that will be included in each mortgage pool. The environmental reports will generally be prepared pursuant to the American Society for Testing and Materials standard for a “Phase I” environmental assessment unless otherwise specified in the related prospectus supplement. In addition to the Phase I standards, many of the environmental reports will include additional research, such as limited sampling for asbestos containing material, lead based paint, and radon, depending upon the property use and/or age. Additionally, as needed pursuant to American Society for Testing and Materials standards, supplemental “Phase II” site investigations will have been completed for some mortgaged properties to evaluate further certain environmental issues. Phase II investigation consists of sampling and/or testing.

Except as set forth below and in the related prospectus supplement, none of the environmental assessments revealed any material adverse condition or circumstance at any mortgaged property except for those:

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in which the adverse conditions were remediated or abated before the origination date of the related mortgage loan or date the related certificates are issued;

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in which an operations and maintenance plan or periodic monitoring of the mortgaged property or nearby properties will be in place or recommended;

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for which an escrow, guaranty or letter of credit for the remediation will have been established pursuant to the terms of the related mortgage loan;

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for which an environmental insurance policy will have been obtained from a third party insurer;

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for which the principal of the borrower or another financially responsible party will have provided an indemnity or will have been required to take, or will be liable for the failure to take, such actions, if any, with respect to such matters as will have been required by the applicable governmental authority or recommended by the environmental assessments;

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for which such conditions or circumstances will have been investigated further and the environmental consultant will have recommended no further action or remediation;

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as to which the borrower or other responsible party will have obtained a “no further action” letter or other evidence that governmental authorities would not be requiring further action or remediation;

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that would not require substantial cleanup, remedial action or other extraordinary response under environmental laws;

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involving radon; or

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in which the related borrower will have agreed to seek a “case closed” or similar status for the issue from the applicable governmental agency.

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In certain cases, the identified condition was related to the presence of asbestos containing materials, lead based paint and/or radon. Where these substances were present, the environmental consultant generally recommended, and the borrower was generally required to establish an operation and maintenance plan to address the issue or, in some cases involving asbestos containing materials and lead based paint, an abatement or removal program. Other identified conditions could, for example, include leaks from storage tanks and on site spills. Corrective action, as required by the regulatory agencies, has been or is currently being undertaken and, in some cases, the related borrowers have made deposits into environmental reserve accounts. However, we cannot assure you that any environmental indemnity, insurance, letter of credit, guaranty or reserve amounts will be sufficient to remediate the environmental conditions or that all environmental conditions have been identified or that operation and maintenance plans will be put in place and/or followed.

Problems associated with mold may pose risks to the real property and may also be the basis for personal injury claims against a borrower. Although the mortgaged properties will be required to be inspected periodically, there is no set of generally accepted standards for the assessment of mold currently in place. If left unchecked, the growth of mold could result in the interruption of cash flow, litigation and remediation expenses which could adversely impact collections from a mortgaged property.

Under the laws of certain states, failure to perform any investigative and/or remedial action required or demanded by the state of any condition or circumstance that (i) may pose an imminent or substantial endangerment to the human health or welfare or the environment, (ii) may result in a release or threatened release of any hazardous material or hazardous substance, or (iii) may give rise to any environmental claim or demand (each condition or circumstance, an “Environmental Condition”) may give rise to a lien on the property to ensure the reimbursement of investigative and/or remedial costs incurred by the federal or state government. In several states, the lien has priority over the lien of an existing mortgage against the property. In any case, the value of a Mortgaged Property as collateral for a mortgage loan could be adversely affected by the existence of an Environmental Condition.

It is unclear as to whether and under what circumstances cleanup costs, or the obligation to take remedial actions, can be imposed on a secured lender such as the Trust Fund with respect to each series. Under the laws of some states and under the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“CERCLA”), a secured lender such as the Trust Fund may be liable as an “owner or operator” for costs of addressing releases or threatened releases of hazardous substances on a mortgaged property if such lender or its agents or employees have participated in the management of the operations of the borrower, even though the environmental damage or threat was caused by a prior owner or other third party. Excluded from CERCLA’s definition of “owner or operator,” however, is a person “who without participating in the management of a ... facility, holds indicia of ownership primarily to protect his security interest” (the “secured-creditor exemption”). This exemption for holders of a security interest such as a secured lender applies only when the lender seeks to protect its security interest in the contaminated facility or property. Thus, if a lender’s activities begin to encroach on the actual management of such facility or property, the lender faces potential liability as an “owner or operator” under CERCLA. Similarly, when a lender forecloses and takes title to a contaminated facility or property (whether it holds the facility or property as an investment or leases it to a third party), under some circumstances the lender may incur potential CERCLA liability.

Notwithstanding the secured creditor exemption, a lender may be held liable under CERCLA as an owner or operator, if the lender or its employees or agents participate in management of the property. The Asset Conservation, Lender Liability, and Deposit Insurance Protection Act of 1996 (the “Lender Liability Act”) defines the term “participating in management” to impose liability on a secured lender who exercises actual control over operational aspects of the facility; however, the terms and conditions of the Lender Liability Act have not been fully clarified by the courts. A number of environmentally related activities before the loan is made and during its pendency, as well as “workout” steps to protect a security interest, are identified as permissible to protect a security interest without triggering liability. The Lender Liability Act also identifies the circumstances in which foreclosure and post-foreclosure activities will not trigger CERCLA liability.

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Amendments to CERCLA help clarify the actions that may be undertaken by a lender holding security in a contaminated facility without exceeding the bounds of the secured-creditor exemption. In addition, under the amendments, a lender continues to be protected from CERCLA liability as an “owner or operator” after foreclosure as long as it seeks to divest itself of the facility at the earliest practicable commercially reasonable time on commercially reasonable terms, taking into account market conditions and legal and regulatory requirements. However, the protections afforded lenders under the amendments are subject to terms and conditions that have not been clarified by the courts. Moreover, the CERCLA secured-creditor exemption does not necessarily affect the potential for liability in actions under other federal or state laws which may impose liability on “owners or operators” but do not incorporate the secured-creditor exemption.

The Lender Liability Act also amends the federal Solid Waste Disposal Act to limit the liability of lenders holding a security interest for costs of cleaning up contamination for underground storage tanks. However, the Lender Liability Act has no effect on other federal or state environmental laws similar to CERCLA that may impose liability on lenders and other persons, and not all of those laws provide for a secured creditor exemption. Liability under many of these laws may exist even if the lender did not cause or contribute to the contamination and regardless of whether the lender has actually taken possession of the property through foreclosure, deed in lieu of foreclosure, or otherwise. Moreover, the liability is not limited to the original or unamortized principal balance of a loan or to the value of a property securing a loan.

At the time the mortgage loans were originated, it is possible that no environmental assessment or a very limited environmental assessment of the Mortgaged Properties was conducted.

The related Agreement will provide that the Master Servicer or the Special Servicer, if any, acting on behalf of the Trust Fund, may not acquire title to, or possession of, a Mortgaged Property underlying a mortgage loan, take over its operation or take any other action that might subject a given Trust Fund to liability under CERCLA or comparable laws unless the Master Servicer or Special Servicer, if any, has previously determined, based upon a Phase I environmental site assessment (as described below) or other specified environmental assessment prepared by a person who regularly conducts the environmental assessments, that the Mortgaged Property is in compliance with applicable environmental laws and that there are no circumstances relating to use, management or disposal of any hazardous materials for which investigation, monitoring, containment, clean-up or remediation could be required under applicable environmental laws, or that it would be in the best economic interest of a given Trust Fund to take any actions as are necessary to bring the Mortgaged Property into compliance with those laws or as may be required under the laws. A Phase I environmental site assessment generally involves identification of recognized environmental conditions (as defined in Guideline E1527-00 of the American Society for Testing and Materials Guidelines) and/or historic recognized environmental conditions (as defined in Guideline E1527-00 of the American Society for Testing and Materials Guidelines) based on records review, site reconnaissance and interviews, but does not involve a more intrusive investigation such as sampling or testing of materials. This requirement effectively precludes enforcement of the security for the related mortgage loan until a satisfactory environmental assessment is obtained or any required remedial action is taken, reducing the likelihood that a given Trust Fund will become liable for any Environmental Condition affecting a Mortgaged Property, but making it more difficult to realize on the security for the mortgage loan. However, we cannot assure you that any environmental assessment obtained by the Master Servicer or the Special Servicer, if any, will detect all possible Environmental Conditions or that the other requirements of the Agreement, even if fully observed by the Master Servicer and the Special Servicer, if any, will in fact insulate a given Trust Fund from liability for Environmental Conditions.

If a lender is or becomes liable for clean-up costs, it may bring an action for contribution against the current owners or operators, the owners or operators at the time of on-site disposal activity or certain other parties who may have contributed to or exacerbated the environmental hazard, but those persons or entities may be bankrupt or otherwise judgment proof. Furthermore, such action against the borrower may be adversely affected by the limitations on recourse in the related loan documents. Similarly, in some states anti-deficiency legislation and other statutes requiring the lender to exhaust its security before

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bringing a personal action against the borrower-trustor (see “—Anti-Deficiency Legislation” below) may curtail the lender’s ability to recover from its borrower the environmental clean-up and other related costs and liabilities incurred by the lender. Shortfalls occurring as the result of imposition of any clean-up costs will be addressed in the prospectus supplement and Agreement for the related series.

Rights of Redemption

In some states, after a foreclosure sale pursuant to a deed of trust or a mortgage, the borrower and certain foreclosed junior lienors are given a statutory period in which to redeem the property from the foreclosure sale. In some states, redemption may occur only upon payment of the entire principal balance of the loan, accrued interest and expenses of foreclosure. In other states, redemption may be authorized 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. The right of redemption would defeat the title of any purchaser at a foreclosure sale or any purchaser from the lender subsequent to a foreclosure sale or sale under a deed of trust. Certain states permit a lender to avoid a post-sale redemption by waiving its right to a deficiency judgment. Consequently, the practical effect of the post-foreclosure redemption right is often to force the lender to retain the property and pay the expenses of ownership until the redemption period has run. Whether the lender has any rights to recover these expenses from a borrower who redeems the property depends on the applicable state statute. The related prospectus supplement will contain a description of any statutes that prohibit recovery of these expenses from a borrower in states where a substantial number of the Mortgaged Properties for a particular series are located. In some states, there is no right to redeem property after a trustee’s sale under a deed of trust.

Junior Mortgages; Rights of Senior Mortgagees

The mortgage loans for a series may include mortgage loans secured by mortgages or deeds of trust some of which are junior to other mortgages or deeds of trust, some of which may be held by other lenders or institutional investors. The rights of the Trust Fund (and therefore the Certificateholders), as mortgagee under a junior mortgage or beneficiary under a junior deed of trust, are subordinate to those of the mortgagee under the senior mortgage or beneficiary under the senior deed of trust, including the prior rights of the senior mortgagee to receive hazard insurance and condemnation proceeds and to cause the property securing the mortgage loan to be sold upon default of the borrower or trustor, and as a result, extinguishing the junior mortgagee’s or junior beneficiary’s lien unless the junior mortgagee or junior beneficiary asserts its subordinate interest in the property in foreclosure litigation and, possibly, satisfies the defaulted senior mortgage or deed of trust. As discussed more fully below, a junior mortgagee or junior beneficiary may satisfy a defaulted senior loan in full and, in some states, may cure the default and loan. In most states, no notice of default is required to be given to a junior mortgagee or junior beneficiary, and junior mortgagees or junior beneficiaries are seldom given notice of defaults on senior mortgages. However, in order for a foreclosure action in some states to be effective against a junior mortgagee or junior beneficiary, the junior mortgagee or junior beneficiary must be named in any foreclosure action, thus giving notice to junior lienors of the pendency of the foreclosure action on the senior mortgage.

Anti-Deficiency Legislation

Some of the mortgage loans for a series will be nonrecourse loans as to which, in the event of default by a borrower, recourse may be had only against the specific property which secures the related mortgage loan and not against the borrower’s other assets. Even if recourse is available pursuant to the terms of the mortgage loan against the borrower’s assets in addition to the Mortgaged Property, certain states have imposed statutory prohibitions which impose prohibitions against or limitations on the recourse. For example, some state statutes limit the right of the beneficiary or mortgagee to 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 in most cases 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 require the beneficiary or mortgagee to exhaust the security afforded under a deed

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of trust or mortgage by foreclosure in an attempt to satisfy the full debt before bringing a personal action against the borrower. In certain states, the lender has the option of bringing a personal action against the borrower on the debt without first exhausting the security; however, in some of these states, the lender, following judgment on the personal action, may be deemed to have elected a remedy and absent judicial permission, may be precluded from exercising remedies with respect to the security. Consequently, the practical effect of the election requirement, when applicable, is that lenders will usually proceed first against the security rather than bringing a personal action against the borrower. Other statutory provisions limit any deficiency judgment against the former borrower following a judicial sale to the excess of the outstanding debt over the fair market value of the property at the time of the public sale. The purpose of these statutes is generally to prevent a beneficiary or a mortgagee from obtaining a large deficiency judgment against the former borrower as a result of low bids or the absence of bids at the judicial sale. Also, the enforcement of remedial actions in one state may adversely affect the enforcement of remedial actions in other states.

Statutory Liabilities

The Internal Revenue Code of 1986, as amended, provides priority to certain tax liens over the lien of mortgages. In addition, substantive requirements are imposed upon mortgage lenders in connection with the origination and the servicing of mortgage loans by numerous federal and some state consumer protection laws. These federal laws impose specific statutory liabilities upon lenders who originate mortgage loans and who fail to comply with the provisions of the law. In some cases, this liability may affect assignees of the mortgage loans.

Enforceability of Certain Provisions

Prepayment Provisions

Courts generally enforce claims requiring prepayment fees unless enforcement would, under the circumstances, be unconscionable. However, the laws of certain states may render prepayment fees unenforceable after a mortgage loan has been outstanding for a certain number of years, or may limit the amount of any prepayment fee to a specified percentage of the original principal amount of the mortgage loan, to a specified percentage of the outstanding principal balance of a mortgage loan, or to a fixed number of months’ interest on the prepaid amount. In certain states, prepayment fees payable on default or other involuntary acceleration of a mortgage loan may not be enforceable against the mortgagor. Some state statutory provisions may also treat certain prepayment fees as usurious if in excess of statutory limits. See “—Applicability of Usury Laws” below. Some of the mortgage loans for a series may not require the payment of specified fees as a condition to prepayment or these requirements have expired, and to the extent some mortgage loans do require these fees, these fees may not necessarily deter borrowers from prepaying their mortgage loans.

Due-on-Sale Provisions

Certain of the mortgage loans may contain “due-on-sale” and “due-on-encumbrance” clauses that purport to permit the lender to accelerate the maturity of the loan if the borrower transfers or encumbers the related Mortgaged Property. The ability of lenders and their assignees and transferees to enforce due-on-sale clauses was addressed by Congress when it enacted the Garn-St Germain Depository Institutions Act of 1982 (the “Garn-St Germain Act”). The legislation, subject to certain exceptions, provides for federal preemption of all state restrictions on the enforceability of due-on-sale clauses. Although the Garn-St Germain Act provides that due-on-sale clauses are enforceable, the Garn-St Germain Act states that a mortgagee is “encouraged” to permit an assumption of a loan at the existing mortgage rate of interest or at some other rate less than the average of the mortgage rates and the market rate. Therefore, subject to those limitations, a master servicer may 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, whether or not the master servicer can demonstrate that the transfer threatens its security interest in the property.

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The Agreement for each series will provide that if any mortgage loan contains a provision in the nature of a “due-on-sale” clause, which by its terms provides that: (i) the mortgage loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property; or (ii) the mortgage loan may not be assumed without the consent of the related mortgagee in connection with any sale or other transfer, then, for so long as the mortgage loan is included in the Trust Fund, the Master Servicer, on behalf of the Trustee, shall take actions as it deems to be in the best interest of the Certificateholders in accordance with the servicing standard set forth in the Agreement, and may waive or enforce any due-on-sale clause contained in the related mortgage loan.

In addition, under federal bankruptcy law, due-on-sale clauses may not be enforceable in bankruptcy proceedings and may, under certain circumstances, be eliminated in any modified mortgage resulting from the bankruptcy proceeding.

Acceleration on Default

Some of the mortgage loans for a series will include a “debt acceleration” clause, which permits the lender to accelerate the full debt upon a monetary or nonmonetary default of the borrower. State courts generally will enforce clauses providing for acceleration in the event of a material payment default after giving effect to any appropriate notices. The equity courts of any state, however, may refuse to foreclose 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. Furthermore, in some states, the borrower may avoid foreclosure and reinstate an accelerated loan by paying only the defaulted amounts and the costs and attorneys’ fees incurred by the lender in collecting the defaulted payments.

Forms of notes, mortgages and deeds of trust used by lenders may contain provisions obligating the borrower to pay a late charge if payments are not timely made. In certain states, there are or may be specific limitations upon the late charges which a lender may collect from a borrower for delinquent payments.

Upon foreclosure, courts have applied general equitable principles. These equitable principles are generally designed to relieve the borrower from the legal effect of its defaults under the loan documents. Examples of judicial remedies that have been fashioned include judicial requirements that the lender undertake affirmative and expensive actions to determine the causes 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 judgment and have required that lenders reinstate loans or recast payment schedules in order to accommodate borrowers who are suffering from temporary financial disability. In other cases, courts have limited the right of the lender to foreclose if the default under the mortgage instrument is not monetary, such as the borrower’s failing to maintain adequately the property or the borrower’s executing a second mortgage or deed of trust affecting the property. Finally, some courts have been faced with the issue of whether or not federal or state constitutional provisions reflecting due process concerns for adequate notice require that borrowers under deeds of trust or mortgages receive notices in addition to the statutorily-prescribed minimum. For the most part, these cases have upheld the notice provisions as being reasonable or have found that the sale by a trustee under a deed of trust, or by a mortgagee under a mortgage having a power of sale, does not involve sufficient state action to afford constitutional protections to the borrower.

Servicemembers Civil Relief Act

Generally, under the terms of the Servicemembers Civil Relief Act (the “Relief Act”), a borrower who enters military service after the origination of the 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 the borrower, shall not be charged interest, including fees and charges, in excess of 6% per annum during the period of the borrower’s active duty status. In addition to adjusting the interest, the lender must forgive any interest in excess of 6%, unless a court or administrative agency orders otherwise upon application of the lender. In addition, the Relief Act provides broad discretion for a court to modify a mortgage loan upon application by the borrower. The Relief Act applies to borrowers who are members

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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, 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 Code. Application of the Relief Act or the California Military Code would adversely affect, for an indeterminate period of time, the ability of the master 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 Code would result in a reduction of the amounts distributable to the holders of the related series of securities, and the prospectus supplement may specify that the shortfalls would not be covered by advances or, any form of credit support provided in connection with the securities. In addition, the Relief Act and the California Military Code impose limitations that impair the ability of the master 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 after that period. Thus, if a mortgage loan goes into default, there may be delays and losses occasioned as a result.

Forfeitures in Drug and RICO Proceedings

Federal law provides that property purchased or improved with assets derived from criminal activity or otherwise tainted, or used in the commission of certain offenses, can be seized and ordered forfeited to the United States of America. The offenses which can trigger a seizure and forfeiture include, among others, violations of the Racketeer Influenced and Corrupt Organizations Act, the Bank Secrecy Act, the anti-money laundering laws and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, also known as USA 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 (1) 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 any other crime upon which the forfeiture is based, or (2) the lender was, 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, we cannot assure you that the defense will be successful.

Applicability of Usury Laws

State and federal usury laws limit the interest that lenders are entitled to receive on a mortgage loan. In determining whether a given transaction is usurious, courts may include charges in the form of “points” and “fees” as “interest,” but may exclude payments in the form of “reimbursement of foreclosure expenses” or other charges found to be distinct from “interest.” If, however, the amount charged for the use of the money loaned is found to exceed a statutorily established maximum rate, the loan is generally found usurious regardless of the form employed or the degree of overcharge. Title V of the Depository Institutions Deregulation and Monetary Control Act of 1980, enacted in March 1980 (“Title V”), provides that state usury limitations shall not apply to certain types of residential (including multifamily but not other commercial) first mortgage loans originated by certain lenders after March 31, 1980. A similar federal statute was in effect with respect to mortgage loans made during the first three months of 1980. The statute authorized any state to reimpose interest rate limits by adopting, before April 1, 1983, a law or constitutional provision that expressly rejects application of the federal law. In addition, even where Title V is not so rejected, any state is authorized by the law to adopt a provision limiting discount points or other charges on mortgage loans covered by Title V. Certain states have taken action to reimpose interest rate limits and/or to limit discount points or other charges.

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In any state in which application of Title V has been expressly rejected or a provision limiting discount points or other charges is adopted, no mortgage loan originated after the date of the state action will be eligible for inclusion as part of the Trust Fund unless (i) the mortgage loan provides for the interest rate, discount points and charges as are permitted in the state or (ii) the mortgage loan provides that its terms shall be construed in accordance with the laws of another state under which the interest rate, discount points and charges would not be usurious and the mortgagor’s counsel has rendered an opinion that the choice of law provision would be given effect.

Statutes differ in their provisions as to the consequences of a usurious loan. One group of statutes requires the lender to forfeit the interest due above the applicable limit or imposes a specified penalty. Under this statutory scheme, the borrower may cancel the recorded mortgage or deed of trust upon paying its debt with lawful interest, and the lender may foreclose, but only for the debt plus lawful interest. A second group of statutes is more severe. A violation of this type of usury law results in the invalidation of the transaction, permitting the borrower to cancel the recorded mortgage or deed of trust without any payment or prohibiting the lender from foreclosing.

Alternative Mortgage Instruments

Alternative mortgage instruments, including adjustable rate mortgage loans, originated by non-federally chartered lenders have historically been subjected to a variety of restrictions. The restrictions differed from state to state, resulting in difficulties in determining whether a particular alternative mortgage instrument originated by a state-chartered lender was in compliance with applicable law. These difficulties were alleviated substantially as a result of the enactment of Title VIII of the Garn-St Germain Act (“Title VIII”). Title VIII provides that, notwithstanding any state law to the contrary, state-chartered banks may originate alternative mortgage instruments in accordance with regulations promulgated by the Comptroller of the Currency with respect to origination of alternative mortgage instruments by national banks, state-chartered credit unions may originate alternative mortgage instruments in accordance with regulations promulgated by the National Credit Union Administration with respect to origination of alternative mortgage instruments by federal credit unions, and all other non-federally chartered housing creditors, including state-chartered savings and loan associations, state-chartered savings banks and mortgage banking companies, may originate alternative mortgage instruments in accordance with the regulations promulgated by the Federal Home Loan Bank Board (now the Office of Thrift Supervision) with respect to origination of alternative mortgage instruments by federal savings and loan associations. Title VIII provides that any state may reject applicability of the provision of Title VIII by adopting, prior to October 15, 1985, a law or constitutional provision expressly rejecting the applicability of the provisions. Certain states have taken the action.

Leases and Rents

Some of the mortgage loans for a series may be secured by an assignment of leases and rents, either through a separate document of assignment or as incorporated in the related mortgage. Under the assignments, the borrower under the mortgage loan typically assigns its right, title and interest as landlord under each lease and the income derived from the lease to the lender, while retaining a license to collect the rents for so long as there is no default under the mortgage loan. In the event the borrower defaults, the license terminates and the lender may be entitled to collect rents. The manner of perfecting the lender’s interest in rents may depend on whether the borrower’s assignment was absolute or one granted as security for the loan. Failure to properly perfect the lender’s interest in rents may result in the loss of a substantial pool of funds which could otherwise serve as a source of repayment for the loan. Some state laws may require that to perfect its interest in rents, the lender must take possession of the property and/or obtain judicial appointment of a receiver before becoming entitled to collect the rents. Lenders that actually take possession of the property, however, may incur potentially substantial risks attendant to being a mortgagee in possession. The risks include liability for environmental clean-up costs and other risks inherent to property ownership. 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. In the event of borrower default, the amount of rent the lender is able to collect from the tenants can significantly affect the value of the lender’s security interest.

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Secondary Financing; Due-on-Encumbrance Provisions

Some of the mortgage loans for a series may not restrict secondary financing, permitting the borrower to use the Mortgaged Property as security for one or more additional loans. Some of the mortgage loans may preclude secondary financing (often by permitting the first lender to accelerate the maturity of its loan if the borrower further encumbers the Mortgaged Property) or may require the consent of the senior lender to any junior or substitute financing; however, the provisions may be unenforceable in certain jurisdictions under certain circumstances. The Agreement for each series will provide that if any mortgage loan contains a provision in the nature of a “due-on-encumbrance” clause, which by its terms: (i) provides that the mortgage loan shall (or may at the mortgagee’s option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property; or (ii) requires the consent of the related mortgagee to the creation of any lien or other encumbrance on the related Mortgaged Property, then for so long as the mortgage loan is included in a given Trust Fund, the Master Servicer or, if the mortgage loan is a Specially Serviced Mortgage Loan, the Special Servicer (or the other party as indicated in the Agreement), on behalf of the Trust Fund, shall exercise (or decline to exercise) any right it may have as the mortgagee of record with respect to the mortgage loan (x) to accelerate the payments on the mortgage loan, or (y) to withhold its consent to the creation of any lien or other encumbrance, in a manner consistent with the servicing standard set forth in the Agreement.

Where the borrower encumbers the 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. Second, acts of the senior lender which 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 an existing junior lender is prejudiced 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, delay and in certain circumstances even prevent the taking of action by the senior lender. Fourth, the bankruptcy of a junior lender may operate to stay foreclosure or similar proceedings by the senior lender.

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 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 (e.g., a nursing or convalescent home or hospital), result in a failure to realize the full principal amount of the related mortgage loan.

Type of Mortgaged Property

The lender may be subject to additional risk depending upon the type and use of the Mortgaged Property in question. For instance, Mortgaged Properties which are hospitals, nursing homes or convalescent homes may present special risks to lenders in large part due to significant governmental regulation of the operation, maintenance, control and financing of health care institutions. Mortgages on Mortgaged Properties which are owned by the borrower under a condominium form of ownership are subject to the declaration, by-laws and other rules and regulations of the condominium association. Mortgaged Properties which are hotels or motels may present additional risk to the lender in that: (i) hotels and motels are typically operated pursuant to franchise, management and operating agreements which may be terminable by the franchisor, manager or operator; and (ii) the transferability of the hotel’s operating, liquor and other licenses to the entity acquiring the hotel either through purchase or foreclosure is subject to the vagaries of local law requirements. In addition, Mortgaged Properties which are multifamily residential properties or cooperatively owned multifamily properties may be subject to rent control laws, which could impact the future cash flows of the properties.

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Americans With Disabilities Act

Under Title III of the Americans with Disabilities Act of 1990 and rules promulgated under the Act (collectively, the “ADA”), in order to protect individuals with disabilities, public accommodations (such as hotels, restaurants, shopping centers, hospitals, schools and social service center establishments) must remove architectural and communication barriers which are structural in nature from existing places of public accommodation to the extent “readily achievable.” In addition, under the ADA, alterations to a place of public accommodation or a commercial facility are to be made so that, to the maximum extent feasible, the 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 the 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.

Terrorism Insurance Program

The Terrorism Risk Insurance Act of 2002 established the Terrorism Insurance Program. On December 26, 2007, the Terrorism Insurance Program was extended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 through December 31, 2014 (“TRIPRA”).

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

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

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

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

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FEDERAL INCOME TAX CONSEQUENCES

IRS Circular 230 Notice

The following summary is not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. federal, state or local tax penalties. The following summary is written and provided in connection with the promotion or marketing by the Depositor and the underwriters of the transactions or matters addressed in this prospectus and the related prospectus supplement. You should seek advice based on your particular circumstances from an independent tax advisor.

General

The following represents the opinion of Cadwalader, Wickersham & Taft LLP, special counsel to the Depositor, as to the matters discussed in this section. The following is a discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of certificates. The discussion below does not purport to address all federal income tax consequences that may be applicable to particular categories of investors, (such as banks, insurance companies, securities dealers, foreign persons, investors whose functional currency is not the U.S. dollar, and investors that hold the Certificates as part of a “straddle” or “conversion transaction”), some of which may be subject to special rules. Further, the authorities on which this discussion is based, and the opinions referred to below, are subject to change or differing interpretations, and any such change or interpretation could apply retroactively. This discussion reflects the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), as well as regulations (the “REMIC Regulations”) promulgated by the Treasury. Investors should consult their own tax advisors in determining the federal, state, local and other tax consequences to them of the purchase, ownership and disposition of certificates.

For purposes of this discussion, where the applicable prospectus supplement provides for a retention of a portion of the interest payments on the mortgage loans underlying a series of certificates, references to the Mortgage will be deemed to refer to that portion of the mortgage loans held by the Trust Fund which does not include the retained interest payments. References to a “holder” or “Certificateholder” in this discussion generally mean the beneficial owner of a certificate.

This discussion addresses the federal income tax consequences of the treatment of the Trust Fund as a REMIC under “—Federal Income Tax Consequences for REMIC Certificates” and as a grantor trust under “—Federal Income Tax Consequences for Certificates as to Which No REMIC Election Is Made.”

Federal Income Tax Consequences For REMIC Certificates

General

With respect to a particular series of certificates, an election may be made to treat the Trust Fund or one or more segregated pools of assets in the Trust Fund as one or more REMICs within the meaning of Code Section 860D. A Trust Fund or a portion of a Trust Fund as to which a REMIC election will be made will be referred to as a “REMIC Pool.” For purposes of this discussion, certificates of a series as to which one or more REMIC elections are made are referred to as “REMIC Certificates” and will consist of one or more classes of “Regular Certificates” and one class of “Residual Certificates” in the case of each REMIC Pool. Qualification as a REMIC requires ongoing compliance with certain conditions. With respect to each series of REMIC Certificates, Cadwalader, Wickersham & Taft LLP has rendered its opinion that, assuming (i) the making of a timely election, (ii) compliance with all provisions of the applicable Agreement and (iii) compliance with any changes in the law, including any amendments to the Code or applicable Treasury regulations, each REMIC Pool will qualify as a REMIC. The Regular Certificates will be considered to be “regular interests” in the REMIC Pool and generally will be treated for federal income tax purposes as if they were newly originated debt instruments, and the Residual Certificates will be considered to be “residual interests” in the REMIC Pool. The prospectus supplement for each series of certificates will indicate whether one or more REMIC elections with respect to the related Trust Fund will be made, in which event references to “REMIC” or “REMIC Pool” in this prospectus shall be deemed to

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refer to each REMIC Pool. If so specified in the applicable prospectus supplement, the portion of a Trust Fund as to which a REMIC election is not made may be treated as a grantor trust for federal income tax purposes. See “—Federal Income Tax Consequences for Certificates as to Which No REMIC Election Is Made” below. For purposes of this discussion, unless otherwise specified, the term “mortgage loans” will be used to refer to mortgage loans.

Status of REMIC Certificates

REMIC Certificates held by a domestic building and loan association will constitute “a regular or residual interest in a REMIC” within the meaning of Code Section 7701(a)(19)(C)(xi) but only in the same proportion that the assets of the REMIC Pool would be treated as “loans . . . secured by an interest in real property which is . . . residential real property” or “loans secured by an interest in . . . health . . . institutions or facilities, including structures designed or used previously for residential purposes for . . . persons under care” (such as single family or multifamily properties or health-care properties, but not other commercial properties) within the meaning of Code Section 7701(a)(19)(C), and otherwise will not qualify for this treatment. REMIC Certificates held by a real estate investment trust will constitute “real estate assets” within the meaning of Code Section 856(c)(5)(B), and interest on the Regular Certificates and income with respect to Residual Certificates will be considered “interest on obligations secured by mortgages on real property or on interests in real property” within the meaning of Code Section 856(c)(3)(B) in the same proportion that, for both purposes, the assets of the REMIC Pool would be so treated. If at all times 95% or more of the assets of the REMIC Pool qualify for each of the foregoing respective treatments, the REMIC Certificates will qualify for the corresponding status in their entirety. For purposes of Code Section 856(c)(5)(B), payments of principal and interest on the mortgage loans that are reinvested pending distribution to holders of REMIC Certificates that qualify for this treatment. Where multiple REMIC Pools are a part of a tiered structure they will be treated as one REMIC for purposes of the tests described above respecting asset ownership of more or less than 95%. Regular Certificates will represent “qualified mortgages,” within the meaning of Code Section 860G(a)(3), for other REMICs. REMIC Certificates held by certain financial institutions will constitute an “evidence of indebtedness” within the meaning of Code Section 582(c)(1).

Qualification as a REMIC

In order for a REMIC Pool to qualify as a REMIC, there must be ongoing compliance on the part of the REMIC Pool with the requirements set forth in the Code. The REMIC Pool must fulfill an asset test, which requires that no more than a de minimis portion of the assets of the REMIC Pool, as of the close of the third calendar month beginning after the “Startup Day,” which for purposes of this discussion is the date of issuance of the REMIC Certificates, and at all times after that date, may consist of assets other than “qualified mortgages” and “permitted investments.” The REMIC Regulations provide a safe harbor pursuant to which the de minimis requirement will be met if at all times the aggregate adjusted basis of the nonqualified assets is less than 1% of the aggregate adjusted basis of all the REMIC Pool’s assets. An entity that fails to meet the safe harbor may nevertheless demonstrate that it holds no more than a de minimis amount of nonqualified assets. A REMIC also must provide “reasonable arrangements” to prevent its residual interest from being held by “disqualified organizations” and must furnish applicable tax information to transferors or agents that violate this requirement. See “—Taxation of Residual Certificates—Tax-Related Restrictions on Transfer of Residual Certificates—Disqualified Organizations” below.

A qualified mortgage is any obligation that is principally secured by an interest in real property and that is either transferred to the REMIC Pool on the Startup Day in exchange for regular or residual interests, or is either purchased by the REMIC Pool within a three-month period thereafter or represents an increase in the loan advanced to the obligor under its original terms, in each case pursuant to a fixed price contract in effect on the Startup Day. Qualified mortgages include (i) whole mortgage loans or participation interests in whole mortgage loans, such as the mortgage loans, certificates of beneficial interest in a grantor trust that holds mortgage loans, regular interests in another REMIC, such as certificates in a trust as to which a REMIC election has been made, loans secured by timeshare interests and loans secured by shares held by a tenant stockholder in a cooperative housing corporation, provided,

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in general, (a) the fair market value of the real property security, including its land, buildings and structural components, is at least 80% of the principal balance of the related mortgage loan either at origination or as of the Startup Day (an original loan-to-value ratio of not more than 125% with respect to the real property security) or (b) substantially all the proceeds of the mortgage loan or the underlying mortgage loan were used to acquire, improve or protect an interest in real property that, at the origination date, was the only security for the mortgage loan or underlying mortgage loan, and (ii) regular interests in another REMIC. If the mortgage loan has been substantially modified other than in connection with a default or reasonably foreseeable default, it must meet the loan-to-value test in (a) of the preceding sentence as of the date of the last modification. A qualified mortgage includes a qualified replacement mortgage, which is any property that would have been treated as a qualified mortgage if it were transferred to the REMIC Pool on the Startup Day and that is received either (i) in exchange for any qualified mortgage within a three-month period after the Startup Day or (ii) in exchange for a “defective obligation” within a two-year period after the Startup Day. A “defective obligation” includes (i) a mortgage in default or as to which default is reasonably foreseeable, (ii) a mortgage as to which a customary representation or warranty made at the time of transfer to the REMIC Pool has been breached, (iii) a mortgage that was fraudulently procured by the mortgagor, and (iv) a mortgage that was not in fact principally secured by real property, but only if the mortgage is disposed of within 90 days of discovery. A mortgage loan that is “defective” as described in clause (iv) that is not sold or, if within two years of the Startup Day, exchanged, within 90 days of discovery, ceases to be a qualified mortgage after the 90-day period.

Permitted investments include cash flow investments, qualified reserve assets, and foreclosure property. A cash flow investment is an investment, earning a return in the nature of interest, of amounts received on or with respect to qualified mortgages for a temporary period, not exceeding 13 months, until the next scheduled distribution to holders of interests in the REMIC Pool. A qualified reserve asset is any intangible property held for investment that is part of any reasonably required reserve maintained by the REMIC Pool to provide for payments of expenses of the REMIC Pool or amounts due on the regular or residual interests in the event of defaults (including delinquencies) on the qualified mortgages, lower than expected reinvestment returns, prepayment interest shortfalls and certain other contingencies. In addition, a reserve fund (limited to not more than 50% of the REMIC’s initial assets) may be used to provide a source of funds for the purchase of increases in the balances of qualified mortgages pursuant to their terms. A reserve fund will be disqualified if more than 30% of the gross income from the assets in the fund for the year is derived from the sale or other disposition of property held for less than three months, unless required to prevent a default on the regular interests caused by a default on one or more qualified mortgages. A reserve fund must be reduced “promptly and appropriately” to the extent no longer required. Foreclosure property is real property acquired by the REMIC Pool in connection with the default or imminent default of a qualified mortgage and generally not held beyond the close of the third calendar year beginning after the year in which the property is acquired with an extension that may be granted by the Internal Revenue Service (the “IRS”).

In addition to the foregoing requirements, the various interests in a REMIC Pool also must meet certain requirements. All of the interests in a REMIC Pool must be either of the following: (i) one or more classes of regular interests or (ii) a single class of residual interests on which distributions, if any, are made pro rata. A regular interest is an interest in a REMIC Pool that is issued on the Startup Day with fixed terms, is designated as a regular interest, and unconditionally entitles the holder to receive a specified principal amount (or other similar amount), and provides that interest payments (or other similar amounts), if any, at or before maturity either are payable based on a fixed rate or a qualified variable rate, or consist of a specified, nonvarying portion of the interest payments on qualified mortgages. The specified portion may consist of a fixed number of basis points, a fixed percentage of the total interest, or a fixed or qualified variable or inverse variable rate on some or all of the qualified mortgages minus a different fixed or qualified variable rate. The specified principal amount of a regular interest that provides for interest payments consisting of a specified, nonvarying portion of interest payments on qualified mortgages may be zero. A residual interest is an interest in a REMIC Pool other than a regular interest that is issued on the Startup Day and that is designated as a residual interest. An interest in a REMIC Pool may be treated as a regular interest even if payments of principal with respect to the interest are subordinated to payments on other regular interests or the residual interest in the REMIC Pool, and are dependent on the absence of defaults or delinquencies on qualified mortgages or permitted investments,

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lower than reasonably expected returns on permitted investments, unanticipated expenses incurred by the REMIC Pool or prepayment interest shortfalls. Accordingly, the Regular Certificates of a series will constitute one or more classes of regular interests, and the Residual Certificates with respect to that series will constitute a single class of residual interests on which distributions are made pro rata.

If an entity, such as the REMIC Pool, fails to comply with one or more of the ongoing requirements of the Code for REMIC status during any taxable year, the Code provides that the entity will not be treated as a REMIC for that year and for the following years. In this event, an entity with multiple classes of ownership interests may be treated as a separate association taxable as a corporation under Treasury regulations, and the Regular Certificates may be treated as equity interests in that entity. The Code, however, authorizes the Treasury Department to issue regulations that address situations where failure to meet one or more of the requirements for REMIC status occurs inadvertently and in good faith, and disqualification of the REMIC Pool would occur absent regulatory relief. Investors should be aware, however, that the Conference Committee Report to the Tax Reform Act of 1986 (the “1986 Act”) indicates that the relief may be accompanied by sanctions, such as the imposition of a corporate tax on all or a portion of the REMIC Pool’s income for the period of time in which the requirements for REMIC status are not satisfied.

Status of Regular Certificates

Certificates held by a real estate investment trust will constitute “real estate assets” within the meaning of Code Section 856(c)(5)(B), and interest on the Regular Certificates and income on the Residual Certificates will be considered “interest on obligations secured by mortgages on real property or on interests in real property” within the meaning of Code Section 856(c)(3)(B) in the same proportion that, for both purposes, the assets of the Trust Fund would be so treated. For purposes of the foregoing tests, the REMIC Pools are treated as a single REMIC. If at all times 95% or more of the assets of the Trust Fund qualify for each of the foregoing treatments, the Regular Certificates will qualify for the corresponding status in their entirety. For purposes of Code Section 856(c)(5)(B), payments of principal and interest on Mortgage Loans that are reinvested pending distribution to holders of Regular Certificates qualify for such treatment. Certificates held by a domestic building and loan association will not be treated as “loans . . . secured by an interest in real property which is . . . residential real property” within the meaning of Code Section 7701(a)(19)(C)(v) or as other assets described in Code Section 7701(a)(19)(C). Certificates held by certain financial institutions will constitute an “evidence of indebtedness” within the meaning of Code Section 582(c)(1).

Taxation of Regular Certificates

General

In general, interest and original issue discount on a Regular Certificate will be treated as ordinary income to a holder of the Regular Certificate (the “Regular Certificateholder”) as they accrue, and principal payments on a Regular Certificate will be treated as a return of capital to the extent of the Regular Certificateholder’s basis in the Regular Certificate allocable to that Regular Certificate (other than accrued market discount not yet reported as income). Regular Certificateholders must use the accrual method of accounting with regard to Regular Certificates, regardless of the method of accounting otherwise used by the Regular Certificateholders.

Original Issue Discount

Certificates on which accrued interest is capitalized and deferred will be, and other classes of Regular Certificates may be, issued with “original issue discount” within the meaning of Code Section 1273(a). Holders of any class of Regular Certificates having original issue discount generally must include original issue discount in ordinary income for federal income tax purposes as it accrues in accordance with the constant yield method, which takes into account the compounding of interest, in advance of receipt of the cash attributable to the income. The following discussion is based in part on temporary and final Treasury regulations (the “OID Regulations”) under Code Sections 1271 through 1273 and 1275 and in part on the

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provisions of the 1986 Act. Regular Certificateholders should be aware, however, that the OID Regulations do not adequately address certain issues relevant to prepayable securities, such as the Regular Certificates. To the extent the issues are not addressed in the OID Regulations, it is anticipated that the Trustee will apply the methodology described in the Conference Committee Report to the 1986 Act. We cannot assure you that the IRS will not take a different position as to those matters not currently addressed by the OID Regulations. Moreover, the OID Regulations include an anti-abuse rule allowing the IRS to apply or depart from the OID Regulations where necessary or appropriate to ensure a reasonable tax result in light of the applicable statutory provisions. A tax result will not be considered unreasonable under the anti-abuse rule in the absence of a substantial effect on the present value of a taxpayer’s tax liability. Investors are advised to consult their own tax advisors as to the discussion in this section and the appropriate method for reporting interest and original issue discount with respect to the Regular Certificates.

Each Regular Certificate (except to the extent described below with respect to a Regular Certificate on which principal is distributed by random lot (“Random Lot Certificates”)) will be treated as a single installment obligation for purposes of determining the original issue discount includible in a Regular Certificateholder’s income. The total amount of original issue discount on a Regular Certificate is the excess of the “stated redemption price at maturity” of the Regular Certificate over its “issue price”. The issue price of a class of Regular Certificates offered pursuant to this prospectus generally is the first price at which a substantial amount of Regular Certificates of that class is sold to the public (excluding bond houses, brokers and underwriters). Although unclear under the OID Regulations, the Depositor intends to treat the issue price of a class as to which there is no sale of a substantial amount as of the issue date or that is retained by the Depositor as the fair market value of that class as of the issue date. The issue price of a Regular Certificate also includes the amount paid by an initial Regular Certificateholder of such class for accrued interest that relates to a period prior to the issue date of the Regular Certificate, unless the Regular Certificateholder elects on its federal income tax return to exclude the amount from the issue price and to recover it on the first Distribution Date. The stated redemption price at maturity of a Regular 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 (as described below); provided that such interest payments are unconditionally payable at intervals of one year or less during the entire term of the obligation. Because there is no penalty or default remedy in the case of nonpayment of interest with respect to a Regular Certificate, it is possible that no interest on any class of Regular Certificates will be treated as qualified stated interest. However, except as provided in the following three sentences or in the applicable prospectus supplement, because the underlying mortgage loans provide for remedies in the event of default, it is anticipated that the Trustee will treat interest with respect to the Regular Certificates as qualified stated interest. Distributions of interest on an accrual certificate, or on other Regular Certificates with respect to which deferred interest will accrue, will not constitute qualified stated interest, in which case the stated redemption price at maturity of the Regular Certificates includes all distributions of interest as well as principal on the Regular Certificates. Likewise, the Depositor intends to treat an “interest only” class, or a class on which interest is substantially disproportionate to its principal amount (a so-called “super-premium” class) as having no qualified stated interest. Where the interval between the issue date and the first Distribution Date on a Regular Certificate is shorter than the interval between subsequent Distribution Dates, the interest attributable to the additional days will be included in the stated redemption price at maturity.

Under a de minimis rule, original issue discount on a Regular Certificate will be considered to be zero if the original issue discount is less than 0.25% of the stated redemption price at maturity of the Regular Certificate multiplied by the weighted average maturity of the Regular Certificate. For this purpose, the weighted average maturity of the Regular Certificate is computed as the sum of the amounts determined by multiplying the number of full years (i.e., rounding down partial years) from the issue date until each distribution in reduction of stated redemption price at maturity is scheduled to be made by a fraction, the numerator of which is the amount of each distribution included in the stated redemption price at maturity of the Regular Certificate and the denominator of which is the stated redemption price at maturity of the Regular Certificate. The Conference Committee Report to the 1986 Act provides that the schedule of the distributions should be determined in accordance with the assumed rate of prepayment of the mortgage

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loans (the “Prepayment Assumption”) and the anticipated reinvestment rate, if any, relating to the Regular Certificates. The Prepayment Assumption with respect to a series of Regular Certificates will be set forth in the related prospectus supplement. Holders generally must report de minimis OID pro rata as principal payments are received, and the income will be capital gain if the Regular Certificate is held as a capital asset. However, under the OID Regulations, Regular Certificateholders may elect to accrue all de minimis original issue discount as well as market discount and market premium under the constant yield method. See “—Election to Treat All Interest Under the Constant Yield Method” below.

A Regular Certificateholder generally must include in gross income for any taxable year the sum of the “daily portions,” as defined below, of the original issue discount on the Regular Certificate accrued during an accrual period for each day on which it holds the Regular Certificate, including the date of purchase but excluding the date of disposition. It is anticipated that the Trustee will treat the monthly period ending on the day before each Distribution Date as the accrual period. With respect to each Regular Certificate, a calculation will be made of the original issue discount that accrues during each successive full accrual period (or shorter period from the date of original issue) that ends on the day before the related Distribution Date on the Regular Certificate. The Conference Committee Report to the 1986 Act states that the rate of accrual of original issue discount is intended to be based on the Prepayment Assumption. Other than as discussed below with respect to a Random Lot Certificate, the original issue discount accruing in a full accrual period would be the excess, if any, of (i) the sum of (a) the present value of all of the remaining distributions to be made on the Regular Certificate as of the end of that accrual period and (b) the distributions made on the Regular Certificate during the accrual period that are included in the Regular Certificate’s stated redemption price at maturity, over (ii) the adjusted issue price of the Regular Certificate at the beginning of the accrual period. The present value of the remaining distributions referred to in the preceding sentence is calculated based on (i) the yield to maturity of the Regular Certificate at the issue date, (ii) events (including actual prepayments) that have occurred prior to the end of the accrual period and (iii) the Prepayment Assumption. For these purposes, the adjusted issue price of a Regular Certificate at the beginning of any accrual period equals the issue price of the Regular Certificate, increased by the aggregate amount of original issue discount with respect to the Regular Certificate that accrued in all prior accrual periods and reduced by the amount of distributions included in the Regular Certificate’s stated redemption price at maturity that were made on the Regular Certificate in the prior periods. The original issue discount accruing during any accrual period (as determined in this paragraph) will then be divided by the number of days in the period to determine the daily portion of original issue discount for each day in the period. With respect to an initial accrual period shorter than a full accrual period, the daily portions of original issue discount must be determined according to an appropriate allocation under any reasonable method.

Under the method described above, the daily portions of original issue discount required to be included in income by a Regular Certificateholder generally will increase to take into account prepayments on the Regular Certificates as a result of prepayments on the mortgage loans that exceed the Prepayment Assumption, and generally will decrease (but not below zero for any period) if the prepayments are slower than the Prepayment Assumption. However, in the case of certain classes of Regular Certificates of a series, an increase in prepayments on the mortgage loans can result in both a change in the priority of principal payments with respect to the classes and either an increase or decrease in the daily portions of original issue discount with respect to the classes.

In the case of a Random Lot Certificate, it is anticipated that the Trustee will determine the yield to maturity of the certificate based upon the anticipated payment characteristics of the class as a whole under the Prepayment Assumption. In general, the original issue discount accruing on each Random Lot Certificate in a full accrual period would be its allocable share of the original issue discount with respect to the entire class, as determined in accordance with the preceding paragraph. However, in the case of a distribution in retirement of the entire unpaid principal balance of any Random Lot Certificate (or portion of the unpaid principal balance), (a) the remaining unaccrued original issue discount allocable to the certificate (or to the portion) will accrue at the time of the distribution, and (b) the accrual of original issue discount allocable to each remaining certificate of the class (or the remaining unpaid principal balance of a partially redeemed Random Lot Certificate after a distribution of principal has been received) will be adjusted by reducing the present value of the remaining payments on the class and by reducing the

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adjusted issue price of the class to the extent of the portion of the adjusted issue price attributable to the portion of the unpaid principal balance of the class that was distributed. The Depositor believes that the foregoing treatment is consistent with the “pro rata prepayment” rules of the OID Regulations, but with the rate of accrual of original issue discount determined based on the Prepayment Assumption for the class as a whole. Investors are advised to consult their tax advisors as to this treatment.

Acquisition Premium

A purchaser of a Regular Certificate at a price greater than its adjusted issue price but less than its remaining stated redemption price at maturity will be required to include in gross income the daily portions of the original issue discount on the Regular Certificate reduced pro rata by a fraction, the numerator of which is the excess of its purchase price over the adjusted issue price and the denominator of which is the excess of the remaining stated redemption price at maturity over the adjusted issue price. Alternatively, a subsequent purchaser may elect to treat all of the acquisition premium under the constant yield method, as described below under the heading “—Election to Treat All Interest Under the Constant Yield Method” below.

Variable Rate Regular Certificates

Regular Certificates may provide for interest based on a variable rate. Under the OID Regulations, interest is treated as payable at a variable rate if, generally, (i) the issue price does not exceed the original principal balance by more than a specified amount and (ii) 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 is any rate (other than a qualified floating 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 (i) within the control of the issuer or a related party or (ii) 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 inverse floating rate may nevertheless be an objective rate. A class of Regular Certificates may be issued under this prospectus that provides for interest that is not a fixed rate and also does not have a variable rate under the foregoing rules, 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 this class may be considered to bear “contingent interest” within the meaning of the OID Regulations. The OID Regulations, as they relate to the treatment of contingent interest, are by their terms not applicable to Regular Certificates. However, if final regulations dealing with contingent interest with respect to Regular Certificates apply the same principles as existing contingent rules, the regulations may lead to different timing of income inclusion that would be the case under the OID Regulations. Furthermore, application of these principles could lead to the characterization of gain on the sale of contingent interest Regular Certificates as ordinary income. Investors should consult their tax advisors regarding the appropriate treatment of any Regular Certificate that does not pay interest at a fixed rate or variable rate as described in this paragraph.

Under the REMIC Regulations, a Regular Certificate (i) bearing a rate that is tied to current values of a rate that qualifies as a variable rate under the OID Regulations (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 this 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 (ii) bearing one or more 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

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other periods, qualifies as a regular interest in a REMIC. It is anticipated that the Trustee will treat Regular Certificates that qualify as regular interests under this rule in the same manner as obligations bearing a variable rate for original issue discount reporting purposes.

The amount of original issue discount with respect to a Regular Certificate bearing a variable rate of interest will accrue in the manner described above under “—Original Issue Discount” with the yield to maturity and future payments on the Regular Certificate generally to be determined by assuming that interest will be payable for the life of the Regular Certificate based on the initial rate (or, if different, the value of the applicable variable rate as of the pricing date) for the relevant class. It is anticipated that the Trustee will treat the variable interest as qualified stated interest, other than variable interest on an interest-only or super-premium class, which will be treated as non-qualified stated interest includible in the stated redemption price at maturity. Ordinary income reportable for any period will be adjusted based on subsequent changes in the applicable interest rate index.

Although unclear under the OID Regulations, it is anticipated that the Trustee will treat Regular Certificates bearing an interest rate that is a weighted average of the net interest rates on mortgage loans which themselves have fixed or qualified variable rates, as having qualified stated interest. In the case of adjustable rate mortgage loans, the applicable index used to compute interest on the mortgage loans in effect on the pricing date (or possibly the issue date) will be deemed to be in effect over the life of the mortgage loans 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 or ordinary income reportable to reflect the interest rate on the Regular Certificates.

Market Discount

A purchaser of a Regular Certificate also may be subject to the market discount rules of Code Section 1276 through 1278. Under these Code sections and the principles applied by the OID Regulations in the context of original issue discount, “market discount” is the amount by which the purchaser’s original basis in the Regular Certificate (i) is exceeded by the then-current principal amount of and non-qualified stated interest payments due on the Regular Certificate or (ii) in the case of a Regular Certificate having original issue discount, is exceeded by the adjusted issue price of the Regular Certificate at the time of purchase. Such purchaser generally will be required to recognize ordinary income to the extent of accrued market discount on such Regular Certificate as distributions includible in the stated redemption price at maturity are received, in an amount not exceeding any distribution. Such market discount would accrue in a manner to be provided in Treasury regulations and should take into account the Prepayment Assumption. The Conference Committee Report to the 1986 Act provides that until the regulations are issued, the market discount would accrue either (i) on the basis of a constant interest rate, (ii) in the ratio of stated interest allocable to the relevant period to the sum of the interest for the period plus the remaining interest as of the end of the period, or (iii) in the case of a Regular Certificate issued with original issue discount, in the ratio of original issue discount accrued for the relevant period to the sum of the original issue discount accrued for the period plus the remaining original issue discount as of the end of the period. Such purchaser also generally will be required to treat a portion of any gain on a sale or exchange of the Regular Certificate as ordinary income to the extent of the market discount accrued to the date of disposition under one of the foregoing methods, less any accrued market discount previously reported as ordinary income as partial distributions in reduction of the stated redemption price at maturity were received. Such purchaser will be required to defer deduction of a portion of the excess of the interest paid or accrued on indebtedness incurred to purchase or carry a Regular Certificate over the interest (including original issue discount) distributable on that Regular Certificate. The deferred portion of the interest expense in any taxable year generally will not exceed the accrued market discount on the Regular Certificate for such year. Any such deferred interest expense is, in general, allowed as a deduction not later than the year in which the related market discount income is recognized or the Regular Certificate is disposed of. As an alternative to the inclusion of market discount in income on the foregoing basis, the Regular Certificateholder may elect to include market discount in income currently as it accrues on all market discount instruments acquired by the Regular Certificateholder in that taxable year or the following years, in which case the interest deferral rule will not apply. See “—Election to Treat

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All Interest Under the Constant Yield Method” below regarding an alternative manner in which the election may be deemed to be made.

Market discount with respect to a Regular Certificate will be considered to be zero if such market discount is less than 0.25% of the remaining stated redemption price at maturity of the Regular Certificate multiplied by the weighted average maturity of the Regular Certificate (determined as described above in the third paragraph under “Original Issue Discount”) remaining after the date of purchase. For this purpose, the weighted average maturity is determined by multiplying the number of full years (i.e., rounding down partial years) from the issue date until each distribution in reduction of stated redemption price at maturity is scheduled to be made by a fraction, the numerator of which is the amount of each such distribution included in the stated redemption price at maturity of the Regular Certificate and the denominator of which is the total stated redemption price at maturity of the Regular Certificate. It appears that de minimis market discount would be reported in a manner similar to de minimis original issue discount. See “—Original Issue Discount” above. Treasury regulations implementing the market discount rules have not yet been issued, and therefore investors should consult their own tax advisors regarding the application of these rules. Investors should also consult Revenue Procedure 92-67 concerning the elections to include market discount in income currently and to accrue market discount on the basis of the constant yield method.

Premium

A Regular Certificate purchased at a cost greater than its remaining stated redemption price at maturity generally is considered to be purchased at a premium. If the Regular Certificateholder holds such Regular Certificate as a “capital asset” within the meaning of Code Section 1221, the Regular Certificateholder may elect under Code Section 171 to amortize such premium under the constant yield method. A Regular Certificateholder that makes an election to amortize such premium will be deemed to have made an election to amortize bond premium on other debt instruments acquired by such holder with amortizable bond premium during that taxable year or thereafter. Final Treasury Regulations issued under Code Section 171 do not by their terms apply to prepayable debt instruments such as the Regular Certificates. However, the Conference Committee Report to the 1986 Act indicates a Congressional intent that the same rules that will apply to the accrual of market discount on installment obligations will also apply to amortizing bond premium under Code Section 171 on installment obligations such as the Regular Certificates, although it is unclear whether the alternatives to the constant yield method described above under “—Market Discount” are available. Amortizable bond premium will be treated as an offset to interest income on a Regular Certificate rather than as a separate deduction item. See “—Election to Treat All Interest Under the Constant Yield Method” below regarding an alternative manner in which the Code Section 171 election may be deemed to be made.

Election to Treat All Interest Under the Constant Yield Method

A holder of a debt instrument such as a Regular Certificate may elect to treat all interest that accrues on the instrument using the constant yield method, with none of the interest being treated as qualified stated interest. For purposes of applying the constant yield method to a debt instrument subject to this election, (i) “interest” includes stated interest, original issue discount, de minimis original issue discount, market discount and de minimis market discount, as adjusted by any amortizable bond premium or acquisition premium and (ii) the debt instrument is treated as if the instrument were issued on the holder’s acquisition date in the amount of the holder’s adjusted basis immediately after acquisition. It is unclear whether, for this purpose, the initial Prepayment Assumption would continue to apply or if a new prepayment assumption as of the date of the holder’s acquisition would apply. A holder generally may make this election on an instrument by instrument basis or for a class or group of debt instruments. However, if the holder makes this 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 the following years. The election is made on the holder’s federal income tax return for the year in which the debt

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instrument is acquired and is irrevocable except with the approval of the IRS. Investors should consult their own tax advisors regarding the advisability of making this election.

Prepayment Premiums

Prepayment Premiums actually collected on the Mortgage Loans will be distributed to the Regular Certificates as described in “Description of the Offered Certificates—Distributions—Prepayment Premiums” 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 the 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 Regular Certificates. The IRS may disagree with these positions. Certificateholders should consult their own tax advisors concerning the treatment of prepayment premiums.

Sale, Exchange or Retirement of Regular Certificates

If a Regular Certificateholder sells or exchanges a Regular Certificate, or such Regular Certificate is redeemed or retired, such Regular Certificateholder will recognize gain or loss equal to the difference, if any, between the amount realized and its adjusted basis in the Regular Certificate. The adjusted basis of a Regular Certificate generally will equal the cost of the Regular Certificate to the seller, increased by any original issue discount or market discount previously included in the seller’s gross income with respect to the Regular Certificate and reduced by amounts included in the stated redemption price at maturity of the Regular Certificate that were previously received by the seller, by any amortized premium and by any recognized losses on the Regular Certificate. Similarly, a holder who receives payment that is part of the stated redemption price at maturity of a 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 Regular Certificate. A Regular Certificateholder who receives a final payment that is less than the Certificateholder’s adjusted basis in the 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 Regular Certificate realized by an investor who holds the Regular Certificate as a capital asset will be capital gain or loss and will be long-term, or short-term depending on whether the Regular Certificate has been held for the applicable capital gain holding period (currently more than one year). Such gain will be treated as ordinary income (i) if a Regular Certificate is held as part of a “conversion transaction” as defined in Code Section 1258(c), up to the amount of interest that would have accrued on the Regular Certificateholder’s net investment in the conversion transaction at 120% of the appropriate applicable Federal rate under Code Section 1274(d) in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition of property that was held as a part of 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 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 Regular Certificate. In addition, gain or loss recognized from the sale of a Regular Certificate by certain banks or thrift institutions will be treated as ordinary income or loss pursuant to Code Section 582(c). 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.

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Treatment of Losses

Holders of Regular Certificates will be required to report income with respect to the Regular Certificates on the accrual method of accounting, without giving effect to delays or reductions in distributions attributable to defaults or delinquencies on the mortgage loans allocable to a particular class of Regular Certificates, except to the extent it can be established that the losses are uncollectible. Accordingly, the Regular Certificateholder may have income, or may incur a diminution in cash flow as a result of a default or delinquency, but may not be able to take a deduction (subject to the discussion below) for the corresponding loss until a subsequent taxable year. In this regard, investors are cautioned that while they may generally cease to accrue interest income if it reasonably appears that the interest will be uncollectible, the IRS may take the position that original issue discount must continue to be accrued in spite of its uncollectibility until the debt instrument is disposed of in a taxable transaction or becomes worthless in accordance with the rules of Code Section 166. Under Code Section 166, it appears that the Regular Certificateholders that are corporations or that otherwise hold the Regular Certificates in connection with a trade or business should in general be allowed to deduct as an ordinary loss any loss sustained during the taxable year on account of any Regular Certificates becoming wholly or partially worthless, and that, in general, the Regular Certificateholders that are not corporations and do not hold the Regular Certificates in connection with a trade or business will be allowed to deduct as a short-term capital loss any loss with respect to principal sustained during the taxable year on account of a portion of any class or subclass of the Regular Certificates becoming wholly worthless. Although the matter is not free from doubt, such non-corporate Regular Certificateholders should be allowed a bad debt deduction at the same time as the principal balance of any class or subclass of the Regular Certificates is reduced to reflect losses resulting from any liquidated mortgage loans. The IRS, however, could take the position that non-corporate holders will be allowed a bad debt deduction to reflect the losses only after all mortgage loans remaining in the Trust Fund have been liquidated or the class of Regular Certificates has been otherwise retired. The IRS could also assert that losses on the Regular Certificates are deductible based on some other method that may defer the deductions for all holders, such as reducing future cash flow for purposes of computing original issue discount. This may have the effect of creating “negative” original issue discount which, with the possible exception of the method discussed in the following sentence, would be deductible only against future positive original issue discount or otherwise upon termination of the class. Although not free from doubt, a Regular Certificateholder with negative original issue discount may be entitled to deduct a loss to the extent that its remaining basis would exceed the maximum amount of future payments to which such holder was entitled, assuming no further prepayments. Regular Certificateholders are urged to consult their own tax advisors regarding the appropriate timing, amount and character of any loss sustained with respect to such Regular Certificates. While losses attributable to interest previously reported as income should be deductible as ordinary losses by both corporate and non-corporate holders, the IRS may take the position that losses attributable to accrued original issue discount may only be deducted as capital losses in the case of non-corporate holders who do not hold Regular Certificates in connection with a trade or business. Special loss rules are applicable to banks and thrift institutions, including rules regarding reserves for bad debts. Such taxpayers are advised to consult their tax advisors regarding the treatment of losses on Regular Certificates.

Taxation of Residual Certificates

Prospective investors in the Residual Certificates should carefully read the following discussion. Prospective investors are cautioned that the REMIC taxable income on the Residual Certificates and the tax liabilities on the Residual Certificates will exceed cash distributions to the holder of the Residual Certificates during some or all periods, in which event such holder must have sufficient sources of funds to pay such tax liabilities. Due to the special tax treatment of REMIC residual interests, the after-tax return on the Class R Certificates may be zero or negative. In the following discussion, the term “Residual Certificateholder” refers to the holder of the Residual Certificates. Unless otherwise noted below, the following discussion applies separately to the Residual Certificates’ residual interest in each REMIC in the issuing entity. A Residual Certificateholder must account separately for its interest in the REMIC Pool and cannot offset gains from one REMIC Pool with losses from another REMIC Pool.

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Taxation of REMIC Income

Generally, the “daily portions” of REMIC taxable income or net loss will be includible as ordinary income or loss in determining the federal taxable income of Residual Certificateholders, and will not be taxed separately to the REMIC Pool. The daily portions of REMIC taxable income or net loss of a Residual Certificateholder are determined by allocating the REMIC Pool’s taxable income or net loss of the Residual Certificateholder for each calendar quarter ratably to each day in such quarter and by allocating such daily portion among the Residual Certificateholders in proportion to their respective holdings of Residual Certificates in the REMIC Pool on that day. REMIC taxable income is generally determined in the same manner as the taxable income of an individual using the accrual method of accounting, except that (i) the limitations on deductibility of investment interest expense and expenses for the production of income do not apply, (ii) all bad loans will be deductible as business bad debts and (iii) the limitation on the deductibility of interest and expenses related to tax-exempt income will apply. REMIC taxable income generally means the REMIC’s gross income less deductions. The REMIC Pool’s gross income includes interest, original issue discount income and market discount income, if any, on the mortgage loans (reduced by amortization of any premium on the mortgage loans), plus issue premium on Regular Certificates, plus income on reinvestment of cash flows and reserve assets, plus any cancellation of indebtedness income upon allocation of realized losses to the Regular Certificates. The REMIC Pool’s deductions include interest and original issue discount expense on the Regular Certificates, servicing fees on the mortgage loans, other administrative expenses of the REMIC Pool and realized losses on the mortgage loans. The requirement that Residual Certificateholders report their pro rata share of taxable income or net loss of the REMIC Pool will continue until there are no certificates of any class of the related series outstanding.

The taxable income recognized by a Residual Certificateholder in any taxable year will be affected by, among other factors, the relationship between the timing of recognition of interest and original issue discount or market discount income or amortization of purchase premium with respect to the mortgage loans, on the one hand, and the timing of deductions for interest (including original issue discount) or income from amortization of issue premium on the Regular Certificates, on the other hand. In the event that an interest in the mortgage loans is acquired by the REMIC Pool at a discount, and one or more of the mortgage loans is prepaid, the Residual Certificateholder may recognize taxable income without being entitled to receive a corresponding amount of cash because (i) the prepayment may be used in whole or in part to make distributions in reduction of principal on the Regular Certificates and (ii) the discount on the mortgage loans which is includible in income may exceed the deduction allowed upon the distributions on those Regular Certificates on account of any unaccrued original issue discount relating to those Regular Certificates. When there is more than one class of Regular Certificates that distribute principal sequentially, this mismatching of income and deductions is particularly likely to occur in the early years following issuance of the Regular Certificates when distributions in reduction of principal are being made in respect of earlier classes of Regular Certificates to the extent that the classes are not issued with substantial discount or are issued at a premium. If taxable income attributable to a mismatching is realized, in general, losses would be allowed in later years as distributions on the later classes of Regular Certificates are made. Taxable income may also be greater in earlier years than in later years as a result of the fact that interest expense deductions, expressed as a percentage of the outstanding principal amount of the series of Regular Certificates, may increase over time as distributions in reduction of principal are made on the lower yielding classes of Regular Certificates. However to the extent that the REMIC Pool includes fixed rate mortgage loans, interest income with respect to given mortgage loan will remain constant over time as a percentage of the outstanding principal amount of that loan. Consequently, Residual Certificateholders must have sufficient other sources of cash to pay any federal, state or local income taxes due as a result of such mismatching or unrelated deductions against which to offset such income, subject to the discussion of “excess inclusions” below under “—Limitations on Offset or Exemption of REMIC Income.” The timing of the mismatching of income and deductions described in this paragraph, if present with respect to a series of certificates, may have a significant adverse effect upon the Residual Certificateholder’s after-tax rate of return. In addition, a Residual Certificateholder’s taxable income during certain periods may exceed the income reflected by the Residual Certificateholder for those periods in accordance with generally accepted accounting principles. Investors should consult their own accountants concerning the accounting treatment of their investment in Residual Certificates.

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Basis and Losses

A REMIC Pool will have a net loss for any calendar quarter in which its deductions exceed its gross income. The net loss would be allocated among the Residual Certificateholders in the same manner as such REMIC Pool’s taxable income. The amount of any net loss of the REMIC Pool that may be taken into account by the Residual Certificateholder is limited to the adjusted basis of the Residual Certificate as of the close of the quarter (or time of disposition of the Residual Certificate if earlier), determined without taking into account the net loss for the quarter. The initial adjusted basis of a purchaser of a Residual Certificate is the amount paid for the Residual Certificate. The adjusted basis will be increased by the amount of taxable income of the REMIC Pool reportable by the Residual Certificateholder and will be decreased (but not below zero), first, by a cash distribution from the REMIC Pool and, second, by the amount of loss of the REMIC Pool reportable by the Residual Certificateholder. Any loss that is disallowed on account of this limitation may be carried over indefinitely with respect to the Residual Certificateholder as to whom the loss was disallowed and may be used by the Residual Certificateholder only to offset any income generated by the same REMIC Pool. A cash distribution to a Residual Certificateholder that exceeds such holder’s adjusted basis will be treated as a gain from the sale or exchange of the Residual Certificate.

A Residual Certificateholder will not be permitted to amortize directly the cost of its Residual Certificate as an offset to its share of the taxable income of the related REMIC Pool. However, that taxable income will not include cash received by the REMIC Pool that represents a recovery of the REMIC Pool’s basis in its assets. The recovery of basis by the REMIC Pool will have the effect of amortization of the issue price of the Residual Certificates over their life. However, in view of the possible acceleration of the income of Residual Certificateholders described above under “—Taxation of REMIC Income”, the period of time over which the issue price is effectively amortized may be longer than the economic life of the Residual Certificates.

A Residual Certificate may have a negative value if the net present value of anticipated tax liabilities exceeds the present value of anticipated cash flows. The REMIC Regulations appear to treat the issue price of a residual interest as zero rather than the negative amount for purposes of determining the REMIC Pool’s basis in its assets. Regulations have been issued addressing the federal income tax treatment of “inducement fees” received by transferees of non-economic Residual Certificates. The regulations require inducement fees to be included in income over a period reasonably related to the period in which the related Residual Certificate 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 the period is not shorter than the period the related 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 related REMIC, determined based on actual distributions projected as remaining to be made on the interests under the Prepayment Assumption. If the holder of a non-economic Residual Certificate sells or otherwise disposes of the non-economic Residual Certificate, any unrecognized portion of the inducement fee is required to be taken into account at the time of the sale or disposition. Residual Certificateholders should consult with their tax advisors regarding the effect of these regulations.

Further, to the extent that the initial adjusted basis of a Residual Certificateholder (other than an original holder) in the Residual Certificate is greater that the corresponding portion of the REMIC Pool’s basis in the mortgage loans, the Residual Certificateholder will not recover a portion of the basis until termination of the REMIC Pool unless future Treasury regulations provide for periodic adjustments to the REMIC income otherwise reportable by the holder. The REMIC Regulations currently in effect do not so provide. See “—Treatment of Certain Items of REMIC Income and Expense—Market Discount” below regarding the basis of mortgage loans to the REMIC Pool and “—Sale or Exchange of a Residual Certificate” below regarding possible treatment of a loss upon termination of the REMIC Pool as a capital loss.

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Treatment of Certain Items of REMIC Income and Expense

Although the Trustee intends to compute REMIC income and expense in accordance with the Code and applicable Treasury regulations, the authorities regarding the determination of specific items of income and expense are subject to differing interpretations. The Depositor makes no representation as to the specific method that the Trustee will use for reporting income with respect to the mortgage loans and expenses with respect to the Regular Certificates, and different methods could result in different timing of reporting of taxable income or net loss to Residual Certificateholders or differences in capital gain versus ordinary income.

Original Issue Discount and Premium. Generally, the REMIC Pool’s deductions for original issue discount will be determined in the same manner as original issue discount income on Regular Certificates as described above under “—Taxation of Regular Certificates—Original Issue Discount” and “—Variable Rate Regular Certificates”, without regard to the de minimis rule described in those sections, and “—Taxation of Regular Certificates—Premium” above.

Market Discount. The REMIC Pool will have market discount income in respect of mortgage loans if, in general, the basis of the REMIC Pool allocable to the mortgage loans is exceeded by their unpaid principal balances. The REMIC Pool’s basis in the mortgage loans is generally the fair market value of the mortgage loans immediately after their transfer to the REMIC Pool. The REMIC Regulations provide that the basis is equal in the aggregate to the issue prices of all regular and residual interests in the REMIC Pool (or their fair market value at the Closing Date, in the case of a retained class). In respect of mortgage loans that have market discount to which Code Section 1276 applies, the accrued portion of the market discount would be recognized currently as an item of ordinary income in a manner similar to original issue discount. Market discount income generally will accrue on a constant yield method.

Premium. Generally, if the basis of the REMIC Pool in the mortgage loans exceeds their unpaid principal balances, the REMIC Pool will be considered to have acquired the mortgage loans at a premium equal to the amount of such excess. As stated above, the REMIC Pool’s basis in mortgage loans is the fair market value of the mortgage loans, based on the aggregate of the issue prices (or the fair market value of retained classes) of the regular and residual interests in the REMIC Pool immediately after their transfer to the REMIC Pool. In a manner analogous to the discussion above under “—Taxation of Regular Certificates—Premium,” a REMIC Pool that holds a mortgage loan as a capital asset under Code Section 1221 may elect under Code Section 171 to amortize premium on whole mortgage loans under the constant interest method. Amortizable bond premium, if any, will be treated as an offset to interest income on the mortgage loans, rather than as a separate deduction item. To the extent that the mortgagors with respect to the mortgage loans are individuals, Code Section 171 will not be available for premium on mortgage loans originated on or prior to September 27, 1985. Premium with respect to the mortgage loans may be deductible in accordance with a reasonable method regularly employed by the holder of the mortgage loan. The allocation of the premium pro rata among principal payments should be considered a reasonable method; however, the IRS may argue that the premium should be allocated in a different manner, such as allocating the premium entirely to the final payment of principal.

Limitations on Offset or Exemption of REMIC Income

The Code provides that a portion or all of the REMIC taxable income includible in determining the federal income tax liability of a Residual Certificateholder will be subject to special treatment. That portion, referred to as the “excess inclusion”, is equal to the excess of REMIC taxable income for the calendar quarter allocable to a Residual Certificate over the daily accruals for such quarterly period of (i) 120% of the long-term applicable Federal rate that would have applied to the Residual Certificate (if it were a debt instrument) on the Startup Day under Code Section 1274(d), multiplied by (ii) the adjusted issue price of the Residual Certificate at the beginning of such quarterly period. For this purpose, the adjusted issue price of a Residual Certificate at the beginning of a quarter is the issue price of the Residual Certificate, plus the amount of the daily accruals of REMIC income described in this paragraph for all prior quarters, decreased (but not below zero) by any distributions made with respect to the Residual Certificate prior to the beginning of such quarterly period. Accordingly, the portion of the REMIC

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Pool’s taxable income that will be treated as excess inclusions will be a larger portion of the income as the adjusted issue price of the Residual Certificates diminishes.

The portion of a Residual Certificateholder’s REMIC taxable income consisting of the excess inclusions generally may not be offset by other deductions, including net operating loss carryforwards, on the Residual Certificateholder’s return. However, net operating loss carryovers are determined without regard to excess inclusion income. Further, if the Residual Certificateholder is an organization subject to the tax on unrelated business income imposed by Code Section 511, the Residual Certificateholder’s excess inclusions will be treated as unrelated business taxable income of the Residual Certificateholder for purposes of Code Section 511. In addition, REMIC taxable income is subject to 30% withholding tax with respect to certain persons who are not U.S. Persons (as defined below under “—Tax-Related Restrictions on Transfer of Residual Certificates—Foreign Investors”), and that portion of REMIC taxable income attributable to excess inclusions is not eligible for any reduction in the rate of withholding tax (by treaty or otherwise). See “—Taxation of Certain Foreign Investors—Residual Certificates” below. Finally, if a real estate investment trust or a regulated investment company owns a Residual Certificate, a portion (allocated under Treasury regulations yet to be issued) of dividends paid by the real estate investment trust or a regulated investment company could not be offset by net operating losses of its shareholders, would constitute unrelated business taxable income for tax-exempt shareholders, and would be ineligible for reduction of withholding to certain persons who are not U.S. Persons.

In addition, the Code provides three rules for determining the effect of excess inclusions on the alternative minimum taxable income of a Residual Certificateholder. First, alternative minimum taxable income for a Residual Certificateholder is determined without regard to the special rule, discussed above, that taxable income cannot be less than excess inclusions. Second, a Residual Holder’s alternative minimum taxable income for a taxable year cannot be less than the excess inclusions for the year. Third, the amount of any alternative minimum tax net operating loss deduction must be computed without regard to any excess inclusions.

Tax-Related Restrictions on Transfer of Residual Certificates

Disqualified Organizations. If any legal or beneficial interest in a Residual Certificate is transferred to a Disqualified Organization (as defined below), a tax would be imposed in an amount equal to the product of (i) the present value of the total anticipated excess inclusions with respect to the Residual Certificate for periods after the transfer and (ii) the highest marginal federal income tax rate applicable to corporations. The REMIC Regulations provide that the anticipated excess inclusions are based on actual prepayment experience to the date of the transfer and projected payments based on the Prepayment Assumption. The present value rate equals the applicable Federal rate under Code Section 1274(d) as of the date of the transfer for a term ending with the last calendar quarter in which excess inclusions are expected to accrue. Such rate is applied to the anticipated excess inclusions from the end of the remaining calendar quarters in which they apply to the date of the transfer. This tax generally would be imposed on the transferor of the Residual Certificate, except that where such transfer is through an agent (including a broker, nominee or other middleman) for a Disqualified Organization, the tax would instead be imposed on the agent. However, a transferor of a Residual Certificate would in no event be liable for such tax with respect to a transfer if the transferee furnishes to the transferor an affidavit that the transferee is not a Disqualified Organization and, as of the time of the transfer, the transferor does not have actual knowledge that the affidavit is false. The tax also may be waived by the IRS if the Disqualified Organization promptly disposes of the residual interest and the transferor pays income tax at the highest corporate rate on the excess inclusions for the period the Residual Certificate is actually held by the Disqualified Organization.

In addition, if a “Pass-Through Entity” (as defined below) has excess inclusion income with respect to a Residual Certificate during a taxable year and a Disqualified Organization is the record holder of an equity interest in such entity, then a tax is imposed on such entity equal to the product of (i) the amount of excess inclusions on the Residual Certificate that are allocable to the interest in the Pass-Through Entity during such period the interest is held by such Disqualified Organization, and (ii) the highest marginal federal corporate income tax rate. The tax would be deductible from the ordinary gross income of the

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Pass-Through Entity for the taxable year. The Pass-Through Entity would not be liable for such tax if it has received an affidavit from such record holder that it is not a Disqualified Organization or stating such holder’s taxpayer identification number and, during the period such person is the record holder of the Residual Certificate, the Pass-Through Entity does not have actual knowledge that the affidavit is false.

If an “electing large partnership” holds a Residual Certificate, all interests in the electing large partnership are treated as held by Disqualified Organizations for purposes of the tax imposed upon a Pass-Through Entity by Code Section 860E(c). An exception to this tax, otherwise available to a Pass-Through Entity that is furnished certain affidavits by record holders of interests in the entity and that does not know such affidavits are false, is not available to an electing large partnership.

For these purposes, (i) “Disqualified Organization” means the United States, any state or political subdivision of the United States, any foreign government, any international organization, any agency or instrumentality of any of the foregoing (provided, that such term does not include an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not selected by any such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas as described in Code Section 1381(a)(2)(C), and any organization (other than a farmers’ cooperative described in Code Section 521) that is exempt from taxation under the Code unless such organization is subject to the tax on unrelated business income imposed by Code Section 511, (ii) “Pass-Through Entity” means any regulated investment company, real estate investment trust, common trust fund, partnership, trust or estate and certain corporations operating on a cooperative basis; and (iii) an “electing large partnership” means any partnership having more than 100 members during the preceding tax year (other than certain service partnerships and commodity pools), which elect to apply simplified reporting provisions under the Code. Except as may be provided in Treasury regulations, any person holding an interest in a Pass-Through Entity as a nominee for another will, with respect to the interest, be treated as a Pass-Through Entity.

The Agreement with respect to a series of certificates will provide that no legal or beneficial interest in a Residual Certificate may be transferred or registered unless, among other things (i) the proposed transferee provides to the transferor and the Trustee an affidavit providing its taxpayer identification number and stating that such transferee is the beneficial owner of the Residual Certificate, is not a Disqualified Organization and is not purchasing such Residual Certificates on behalf of a Disqualified Organization (i.e., as a broker, nominee or middleman of a Disqualified Organization), and (ii) the transferor provides a statement in writing to the Depositor and the Trustee that it has no actual knowledge that the affirmations made by the transferee pursuant to such affidavit are false. Moreover, the Agreement will provide that any attempted or purported transfer in violation of these transfer restrictions will be null and void and will vest no rights in any purported transferee. Each Residual Certificate with respect to a series will bear a legend referring to such restrictions on transfer, and each Residual Certificateholder will be deemed to have agreed, as a condition of ownership, to any amendments to the related Agreement required under the Code or applicable Treasury regulations to effectuate the foregoing restrictions. For purposes of this discussion, “Disqualified Non-U.S. Person” means with respect to the Residual Certificates, (a) an entity treated as a U.S. partnership if any of its partners, directly or indirectly (other than through a U.S. corporation) is (or is permitted to be under the partnership agreement) a Disqualified Non-U.S. Person; (b) any non-U.S. Person or its agent other than (i) a non-U.S. Person that holds the Residual Certificates in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Administrator with an effective IRS Form W-8ECI or (ii) a non-U.S. Person that has delivered to both the transferor and the Trustee an opinion of a nationally recognized tax counsel to the effect that the transfer of the Residual Certificates to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Residual Certificates will not be disregarded for federal income tax purposes; or (c) a U.S. Person with respect to which income from a Residual Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Person. Information necessary to compute an applicable excise tax must be furnished to the IRS and to the requesting party within 60 days of the request, and the Depositor or the Trustee may charge a fee for computing and providing the information.

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Noneconomic Residual Interests. The REMIC Regulations would disregard certain transfers of Residual Certificates, in which case the transferor would continue to be treated as the owner of the Residual Certificates and thus would continue to be subject to tax on its allocable portion of the net income of the REMIC Pool. Under the REMIC Regulations, a transfer of a “noneconomic residual interest” (as defined below) to a Residual Certificateholder (other than a Residual Certificateholder who is not a U.S. Person, as defined below under “—Taxation of Certain Foreign Investors”) is disregarded for all federal income tax purposes if a significant purpose of the transferor is to impede the assessment or collection of tax. A residual interest in a REMIC (including a residual interest with a positive value at issuance) is a “noneconomic residual interest” unless, at the time of the transfer, (i) the present value of the expected future distributions on the residual interest at least equals the product of the present value of the anticipated excess inclusions and the highest corporate income tax rate in effect for the year in which the transfer occurs, and (ii) the transferor reasonably expects that the transferee will receive distributions from the REMIC at or after the time at which taxes accrue on the anticipated excess inclusions in an amount sufficient to satisfy the accrued taxes on each excess inclusion. The anticipated excess inclusions and the present value rate are determined in the same manner as set forth above under “—Disqualified Organizations.” The REMIC Regulations explain that a significant purpose to impede the assessment or collection of tax exists if the transferor, at the time of the transfer, either knew or should have known that the transferee would be unwilling or unable to pay taxes due on its share of the taxable income of the REMIC. A safe harbor is provided if (i) 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, (ii) 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, (iii) the transferee acknowledges to the transferor that it will not cause income from the noneconomic residual interest to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Person and (iv) the transfer satisfies one of the following two tests:

(A) the present value of the anticipated tax liabilities associated with holding the noneconomic residual interest does not exceed the sum of the present value off: (1) any consideration given to the transferee to acquire the residual interest (the inducement payment), (2) future distributions on the residual interest, and (3) any anticipated tax savings associated with holding the interest as the REMIC generates losses. For purposes of this calculation, the present value is calculated using a discount rate equal to the lesser of the short-term federal rate and the compounding period of the transferee, or

(B) the transferee is a domestic taxable corporations with large amounts of gross and net assets where agreement is made that all future transfers will be to taxable domestic corporations in transactions that qualify for one of the safe harbor provisions. Eligibility for this prong of the safe harbor requires, among other things, that the facts and circumstances known to the transferor at the time of transfer not indicate to a reasonable person that the taxes with respect to the noneconomic residual interest will not be paid, with an unreasonably low cost for the transfer specifically mentioned as negating eligibility.

The Agreement with respect to each series of certificates will require the transferee of a Residual Certificate to certify to the matters in (i) through (iii), but not (iv) above as part of the affidavit described above under “—Disqualified Organizations”. The transferor must have no actual knowledge or reason to know that any statements are false.

Foreign Investors. The REMIC Regulations provide that the transfer of a Residual Certificate that has “tax avoidance potential” to a “foreign person” will be disregarded for all federal tax purposes. This rule appears intended to apply to a transferee who is not a “U.S. Person” (as defined below), unless such transferee’s income is effectively connected with the conduct of a trade or business within the United States. A Residual Certificate is deemed to have tax avoidance potential unless, at the time of the

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transfer, (i) the future value of expected distributions equals at least 30% of the anticipated excess inclusions after the transfer, and (ii) the transferor reasonably expects that the transferee will receive sufficient distributions from the REMIC Pool at or after the time at which the excess inclusions accrue and prior to the end of the next succeeding taxable year for the accumulated withholding tax liability to be paid. If the non-U.S. Person transfers the Residual Certificate back to a U.S. Person, the transfer will be disregarded and the foreign transferor will continue to be treated as the owner unless arrangements are made so that the transfer does not have the effect of allowing the transferor to avoid tax on accrued excess inclusions.

Unless otherwise stated in the related prospectus supplement a Residual Certificate may not be purchased by or transferred to any person that is not a U.S. Person. The term “U.S. Person” means a citizen or resident of the United States, a corporation, partnership (except to the extent provided in applicable Treasury regulations) or other entity created or organized in or under the laws of the United States or any political subdivision of the United States, an estate that is subject to U.S. federal income tax regardless of the source of its income, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust, and one or more U.S. Persons have the authority to control all substantial decisions of the trust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence on August 20, 1996 which are eligible to elect to be treated as U.S. Persons).

In addition, under temporary and final Treasury Regulations, effective generally for partnership interests first acquired on August 1, 2006, a U.S. partnership having a partner who is not a U.S. Person will be required to pay withholding tax in respect of excess inclusion income allocable to such non-U.S. partner, even if no cash distributions are made to such partner. Similar rules apply to excess inclusions allocable to Non-U.S. Persons through certain other pass-through entities. Accordingly, the Agreement with respect to each series of certificates will prohibit transfer of a Residual Certificate to a U.S. Person treated as a partnership for federal income tax purposes, any beneficial owner of which (other than through a U.S. corporation) is (or is permitted to be under the related partnership agreement) a Non-U.S. Person.

Sale or Exchange of a Residual Certificate

Upon the sale or exchange of a Residual Certificate, the Residual Certificateholder will recognize gain or loss equal to the excess, if any, of the amount realized over the adjusted basis (as described above under “—Basis and Losses”) of the Residual Certificateholder in the Residual Certificate at the time of the sale or exchange. In addition to reporting the taxable income of the REMIC Pool, a Residual Certificateholder will have taxable income to the extent that any cash distribution to it from the REMIC Pool exceeds the adjusted basis on that Distribution Date. The income will be treated as gain from the sale or exchange of the Residual Certificate. It is possible that the termination of the REMIC Pool may be treated as a sale or exchange of a Residual Certificateholder’s Residual Certificate, in which case, if the Residual Certificateholder has an adjusted basis in the Residual Certificateholder’s Residual Certificate remaining when its interest in the REMIC Pool terminates, and if the Residual Certificateholder holds the Residual Certificate as a capital asset under Code Section 1221, then the Residual Certificateholder will recognize a capital loss at that time in the amount of the remaining adjusted basis.

Any gain on the sale of a Residual Certificate will be treated as ordinary income (i) if a Residual Certificate is held as part of a “conversion transaction” as defined in Code Section 1258(c), up to the amount of interest that would have accrued on the Residual Certificateholder’s net investment in the conversion transaction at 120% of the appropriate applicable Federal rate in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition of property that was held as a part of such transaction or (ii) in the case of a non-corporate taxpayer, to the extent such taxpayer has made an election under Code Section 163(d)(4) to have net capital gains taxed as investment income at ordinary income rates. In addition, gain or loss recognized from the sale of a Residual Certificate by certain banks or thrift institutions will be treated as ordinary income or loss pursuant to Code Section 582(c).

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The Conference Committee Report to the 1986 Act provides that, except as provided in Treasury regulations yet to be issued, the wash sale rules of Code Section 1091 will apply to dispositions of Residual Certificates where the seller of the Residual Certificate, during the period beginning six months before the sale or disposition of the Residual Certificate and ending six months after such sale or disposition, acquires (or enters into any other transaction that results in the application of Section 1091) any residual interest in any REMIC or any interest in a “taxable mortgage pool” (such as a non-REMIC owner trust) that is economically comparable to a Residual Certificate.

Mark-to-Market Regulations

Regulations under Code Section 475 require that a securities dealer mark to market securities held for sale to customers. This mark-to-market requirement applies to all securities of a dealer, except to the extent that the dealer has specifically identified a security as held for investment. Treasury regulations provide that, for purposes of this mark-to-market requirement, a Residual Certificate is not treated as a security and thus may not be marked to market.

Taxes that May Be Imposed on the REMIC Pool

Prohibited Transactions

Income from certain transactions by the REMIC Pool, called prohibited transactions, will not be part of the calculation of income or loss includible in the federal income tax returns of Residual Certificateholders, but rather will be taxed directly to the REMIC Pool at a 100% rate. Prohibited transactions generally include (i) the disposition of a qualified mortgage other than for (a) substitution within two years of the Startup Day for a defective (including a defaulted) obligation (or repurchase in lieu of substitution of a defective (including a defaulted) obligation at any time) or for any qualified mortgage within three months of the Startup Day, (b) foreclosure, default or imminent default of a qualified mortgage, (c) bankruptcy or insolvency of the REMIC Pool or (d) a qualified (complete) liquidation, (ii) the receipt of income from assets that are not the type of mortgages or investments that the REMIC Pool is permitted to hold, (iii) the receipt of compensation for services or (iv) the receipt of gain from disposition of cash flow investments other than pursuant to a qualified liquidation. Notwithstanding clauses (i) and (iv) above, it is not a prohibited transaction to sell REMIC Pool property to prevent a default on Regular Certificates as a result of a default on qualified mortgages or to facilitate a qualified liquidation or a clean-up call (generally, an optional termination to save administrative costs when no more than a small percentage of the certificates is outstanding). The REMIC Regulations indicate that the modification of a mortgage loan generally will not be treated as a disposition if it is occasioned by a default or reasonably foreseeable default, an assumption of the mortgage loan, the waiver of a due-on-sale or due-on-encumbrance clause or the conversion of an interest rate by a mortgagor pursuant to the terms of a convertible adjustable rate mortgage loan.

Contributions to the REMIC Pool After the Startup Day

In general, the REMIC Pool will be subject to a tax at a 100% rate on the value of any property contributed to the REMIC Pool after the Startup Day. Exceptions are provided for cash contributions to the REMIC Pool (i) during the three months following the Startup Day, (ii) made to a qualified reserve fund by a Residual Certificateholder, (iii) in the nature of a guarantee, (iv) made to facilitate a qualified liquidation or clean-up call and (v) as otherwise permitted in Treasury regulations yet to be issued.

Net Income from Foreclosure Property

The REMIC Pool will be subject to federal income tax at the highest corporate rate on “net income from foreclosure property,” determined by reference to the rules applicable to real estate investment trusts. Generally, property acquired by foreclosure or deed in lieu of foreclosure would be treated as “foreclosure property” for a period not exceeding the close of the third calendar year beginning after the year in which the REMIC Pool acquired the property, with a possible extension. Net income from foreclosure property generally means gain from the sale of a foreclosure property that is inventory

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property and gross income from foreclosure property other than qualifying rents and other qualifying income for a real estate investment trust.

In order for a Mortgaged Property to qualify as foreclosure property, any operation of the Mortgaged Property by the REMIC Pool generally must be conducted through an independent contractor. Further, such operation, even if conducted through an independent contractor, may give rise to “net income from foreclosure property,” taxable at the highest corporate rate. Payment of such tax by the REMIC Pool would reduce amounts available for distribution to Certificateholders.

The Master Servicer or Special Servicer, if any, is required to determine generally whether the operation of foreclosure property in a manner that would subject the REMIC Pool to such tax would be expected to result in higher after-tax proceeds than an alternative method of operating such property that would not subject the REMIC Pool to such tax.

It is not anticipated that the REMIC Pool will receive income or contributions subject to tax under the preceding three paragraphs, except as described in the applicable prospectus supplement with respect to net income from foreclosure property on a commercial or multifamily residential property that secured a mortgage loan. In addition, it is not anticipated that any material state income or franchise tax will be imposed on a REMIC Pool.

Liquidation of the REMIC Pool

If a REMIC Pool adopts a plan of complete liquidation, within the meaning of Code Section 860F(a)(4)(A)(i), which may be accomplished by designating in the REMIC Pool’s final tax return a date on which the adoption is deemed to occur, and sells all of its assets (other than cash) within a 90-day period beginning on the date of the adoption of the plan of liquidation, the REMIC Pool will not be subject to the prohibited transaction rules on the sale of its assets, provided that the REMIC Pool credits or distributes in liquidation all of the sale proceeds plus its cash (other than amounts retained to meet claims) to holders of Regular Certificates and Residual Certificateholders within the 90-day period.

Administrative Matters

Solely for the purpose of the administrative provisions of the Code, a REMIC Pool generally will be treated as a partnership and the Residual Certificateholders will be treated as the partners. In general, the holder of the largest percentage interest of the Residual Certificates will be the “tax matters person” of the REMIC Pool for purposes of representing Residual Certificateholders in connection with any IRS proceeding. However, the duties of the tax matters person will be delegated to the Trustee under the related Agreement. Certain tax information will be furnished quarterly to each Residual Certificateholder who held a Residual Certificate on any day in the previous calendar quarter.

Each Residual Certificateholder is required to treat items on its return consistently with their treatment on the REMIC Pool’s returns, unless the Residual Certificateholder either files a statement identifying the inconsistency or establishes that the inconsistency resulted from incorrect information received from the REMIC Pool. The IRS may assert a deficiency resulting from a failure to comply with the consistency requirement without instituting an administrative proceeding at the REMIC level. Any person that holds a Residual Certificate as a nominee for another person may be required to furnish the Trustee, in a manner to be provided in the Treasury Regulations, with the name and address of such person and other information.

Limitations on Deduction of Certain Expenses

An investor in the Residual Certificates that is an individual, estate or trust will be subject to limitation with respect to certain itemized deductions described in Code Section 67, to the extent that these itemized deductions, in the aggregate, do not exceed 2% of the investor’s adjusted gross income. In addition, Code Section 68 provides that itemized deductions otherwise allowable for a taxable year of an individual taxpayer will be reduced by the lesser of (i) 3% of the excess, if any, of adjusted gross income over a specified statutory amount or (ii) 80% of the amount of itemized deductions otherwise allowable for

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that year. The applicable limitation is reduced to zero for taxable years beginning in 2010-2012. Under current law, the limitation will be fully reinstated for the taxable year beginning in 2013 and thereafter. In the case of a REMIC Pool, the deductions may include deductions under Code Section 212 for the Servicing Fee and all administrative and other non-interest expenses relating to the REMIC Pool or any similar expenses allocated to the REMIC Pool with respect to a regular interest it holds in another REMIC. The investors who hold REMIC Certificates either directly or indirectly through certain pass-through entities may have their pro rata share of the expenses allocated to them as additional gross income, but may be subject to a limitation on deductions. In addition, the expenses are not deductible at all for purposes of computing the alternative minimum tax, and may cause the investors to be subject to significant additional tax liability. Temporary Treasury Regulations provide that the additional gross income and corresponding amount of expenses generally are to be allocated entirely to the holders of Residual Certificates in the case of a REMIC Pool that would not qualify as a fixed investment trust in the absence of a REMIC election. However, the additional gross income and limitation on deductions will apply to the allocable portion of the expenses to holders of Regular Certificates, as well as holders of Residual Certificates, where the Regular Certificates are issued in a manner that is similar to pass-through certificates in a fixed investment trust. In general, the allocable portion will be determined based on the ratio that a REMIC Certificateholder’s income, determined on a daily basis, bears to the income of all holders of Regular Certificates and Residual Certificates with respect to a REMIC Pool. As a result, individuals, estates or trusts holding REMIC Certificates (either directly or indirectly through a grantor trust, partnership, S corporation, REMIC, or certain other pass-through entities described in the foregoing temporary Treasury Regulations) may have taxable income in excess of the interest income at the pass-through rate on Regular Certificates that are issued in a single class or otherwise consistently with fixed investment trust status or in excess of cash distributions for the related period on Residual Certificates. All the expenses will be allocable to the Residual Certificates or as otherwise indicated in the prospectus supplement.

Taxation of Certain Foreign Investors

Regular Certificates

Interest, including original issue discount, distributable to the Regular Certificateholders that are non resident aliens, foreign corporations or other non-U.S. Persons (i.e., any person that is not a U.S. Person) will be considered “portfolio interest” and, therefore, generally will not be subject to a 30% United States withholding tax, provided that such non-U.S. Person (i) is not a “10 percent shareholder” within the meaning of Code Section 871(h)(3)(B) or a controlled foreign corporation described in Code Section 881(c)(3)(C) with respect to the REMIC (or possibly one or more borrowers) and (ii) provides the Trustee, or the person that would otherwise be required to withhold tax from such distributions under Code Section 1441 or 1442, with an appropriate statement, signed under penalties of perjury, identifying the beneficial owner and stating, among other things, that the beneficial owner of the Regular Certificate is a non-U.S. Person. The appropriate documentation includes IRS 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; IRS Form W-8ECI if the non-U.S. Person is eligible for an exemption on the basis of its income from the Regular Certificate being effectively connected to a United States trade or business; IRS Form W-8BEN or W-8IMY if the non-U.S. Person is a trust, depending on whether such trust is classified as the beneficial owner of the Regular 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. With respect to IRS Forms W-8BEN, W-8IMY and W-8ECI, each (other than IRS Form W-8IMY) expires after three full calendar years or as otherwise provided by applicable law. An intermediary (other than a partnership) must provide IRS Form W-8IMY, revealing all required information, including its name, address, taxpayer identification number, the country under the laws of which it is created, and certification that it is not acting for its own account. A “qualified intermediary” must certify that it has provided, or will provide, a withholding statement as required under Treasury Regulations Section 1.1441-1(e)(5)(v), but need not disclose the identity of its account holders on its IRS Form W-8IMY, and may certify its account holders’ status without including each beneficial owner’s certification. A non-“qualified intermediary” must additionally certify that it has provided, or will provide, a withholding statement that is associated with the appropriate IRS Forms W-8 and W-9 required

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to substantiate exemptions from withholding on behalf of its beneficial owners. The term “intermediary” means a person acting as a custodian, broker, nominee or otherwise as an agent for the beneficial owner of a Regular Certificate. A “qualified intermediary” is generally a foreign financial institution or clearing organization or a non-U.S. branch or office of a U.S. financial institution or clearing organization that is a party to a withholding agreement with the IRS.

If such statement, or any other required statement, is not provided, 30% withholding will apply unless reduced or eliminated pursuant to an applicable tax treaty or unless the interest on the Regular Certificate is effectively connected with the conduct of a trade or business within the United States by such non-U.S. Person. In the latter case, such non-U.S. Person will be subject to United States federal income tax at regular rates. Investors that are non-U.S. Persons should consult their own tax advisors regarding the specific tax consequences to them of owning a Regular Certificate.

Residual Certificates

The Conference Committee Report to the 1986 Act indicates that amounts paid to Residual Certificateholders who are Non-U.S. Persons are treated as interest for purposes of the 30% (or lower treaty rate) United States withholding tax. Treasury regulations provide that amounts distributed to Residual Certificateholders may qualify as “portfolio interest”, subject to the conditions described in “—Regular Certificates” above, but only to the extent that (i) the mortgage loans were issued after July 18, 1984 and (ii) the Trust Fund or segregated pool of assets in that Trust Fund (as to which a separate REMIC election will be made), to which the Residual Certificate relates, consists of obligations issued in “registered form” within the meaning of Code Section 163(f)(1). Generally, whole mortgage loans will not be considered obligations issued in registered form. Furthermore, a Residual Certificateholder will not be entitled to any exemption from the 30% withholding tax (or lower treaty rate) to the extent of that portion of REMIC taxable income that constitutes an “excess inclusion”. See “—Taxation of Residual Certificates—Limitations on Offset or Exemption of REMIC Income.” If the amounts paid to Residual Certificateholders who are Non-U.S. Persons are effectively connected with the conduct of a trade or business within the United States by Non-U.S. Persons, 30% (or lower treaty rate) withholding will not apply. Instead, the amounts paid to Non-U.S. Persons will be subject to United States federal income tax at regular rates. If 30% (or lower treaty rate) withholding is applicable, the amounts generally will be taken into account for purposes of withholding only when paid or otherwise distributed (or when the Residual Certificate is disposed of) under rules similar to withholding upon disposition of debt instruments that have original issue discount. See “—Tax-Related Restrictions on Transfer of Residual Certificates—Foreign Investors” above concerning the disregard of certain transfers having “tax avoidance potential” and the withholding tax obligations of U.S. partnerships having Non-U.S. Persons as partners. Investors who are Non-U.S. Persons should consult their own tax advisors regarding the specific tax consequences to them of owning Residual Certificates.

Unless otherwise stated in the related prospectus supplement, transfers of residual certificates to investors that (i) are Non-U.S. Persons, or (ii) are U.S. Persons and classified as partnerships under the Internal Revenue Code, if any of their direct or indirect beneficial owners (other than through a U.S. corporation) are (or are permitted to be under the related partnership agreement) Non-U.S. Persons, will be prohibited under the related Agreement.

Backup Withholding

Distributions made on the Regular Certificates, and proceeds from the sale of the Regular Certificates to or through certain brokers, may be subject to a “backup” withholding tax under Code Section 3406 at a rate of 28% (increasing to 31% after 2013) on “reportable payments” (including interest distributions, original issue discount, and, under some circumstances, principal distributions) unless the Regular Certificateholder is a U.S. Person and provides IRS Form W-9 with the correct taxpayer identification number; in the case of the Regular Certificates, 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 to be withheld from distribution on the Regular Certificates would be refunded by the IRS or

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allowed as a credit against the Regular Certificateholder’s federal income tax liability. Information reporting requirements may also apply regardless of whether withholding is required. Any amounts to be withheld from distribution on the regular certificates would be refunded by the IRS or allowed as a credit against the Regular Certificateholder’s federal income tax liability. Regular Certificateholders are urged to contact their own tax advisors regarding the application to them of backup withholding and information reporting.

Reporting Requirements

Reports of accrued interest, original issue discount, if any, and information necessary to compute the accrual of any market discount on the Regular Certificates will be made annually to the IRS and to individuals, estates, non-exempt and non-charitable trusts, and partnerships who are either holders of record of Regular Certificates or beneficial owners who own Regular Certificates through a broker or middleman as nominee. All brokers, nominees and all other non-exempt holders of record of Regular Certificates (including corporations, non-calendar year taxpayers, securities or commodities dealers, placement agents, real estate investment trusts, investment companies, common trust funds, thrift institutions and charitable trusts) may request the information for any calendar quarter by telephone or in writing by contacting the person designated in IRS Publication 938 with respect to a particular series of Regular Certificates. Holders through nominees must request the information from the nominee.

The IRS’s Form 1066 has an accompanying Schedule Q, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation. Treasury regulations require that Schedule Q be furnished by the REMIC Pool to each Residual Certificateholder by the end of the month following the close of each calendar quarter (41 days after the end of a quarter under proposed Treasury regulations) in which the REMIC Pool is in existence.

Treasury regulations require that, in addition to the foregoing requirements, information must be furnished quarterly to Residual Certificateholders, furnished annually, if applicable, to holders of Regular Certificates, and filed annually with the IRS concerning Code Section 67 expenses (see “—Limitations on Deduction of Certain Expenses” above) allocable to the holders. Furthermore, under the regulations, information must be furnished quarterly to Residual Certificateholders, furnished annually to holders of Regular Certificates, and filed annually with the IRS concerning the percentage of the REMIC Pool’s assets meeting the qualified asset tests described above under “—Status of REMIC Certificates.”

Federal Income Tax Consequences for Certificates

as to Which No REMIC Election Is Made

Standard Certificates

General

In the event that the applicable Agreement provides that no election is made to treat a Trust Fund (or a segregated pool of assets in that Trust Fund) with respect to a series of Certificates that are not designated as “Stripped Certificates”, as described below, as a REMIC (Certificates of this series shall be referred to as “Standard Certificates”), in the opinion of Cadwalader, Wickersham & Taft LLP, the Trust Fund will be classified as a grantor trust under subpart E, Part 1 of subchapter J of the Code and not as an association taxable as a corporation or a “taxable mortgage pool” within the meaning of Code Section 7701(i).

Where there is no retention of a portion of the interest payments with respect to the mortgage loans underlying the Standard Certificates, the holder of each Standard Certificate (a “Standard Certificateholder”) in a series will be treated as the owner of a pro rata undivided interest in the ordinary income and corpus portions of the Trust Fund represented by its Standard Certificate and will be considered the beneficial owner of a pro rata undivided interest in each of the mortgage loans, subject to the discussion below under “—Recharacterization of Servicing Fees.” Accordingly, the holder of a Standard Certificate of a particular series will be required to report on its federal income tax return its pro

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rata share of the entire income from the mortgage loans represented by its Standard Certificate, including interest at the coupon rate on the mortgage loans, original issue discount (if any), Prepayment Premiums, assumption fees, and late payment charges received by the Master Servicer, in accordance with Standard Certificateholder’s method of accounting. A Standard Certificateholder generally will be able to deduct its share of the Servicing Fee and all administrative and other expenses of the Trust Fund in accordance with its method of accounting, provided that the amounts are reasonable compensation for services rendered to that Trust Fund. However, investors who are individuals, estates or trusts who own Standard Certificates, either directly or indirectly through certain pass-through entities, will be subject to limitation with respect to certain itemized deductions described in Code Section 67, including deductions under Code Section 212 for the Servicing Fee and all the administrative and other expenses of the Trust Fund, to the extent that the deductions, in the aggregate, do not exceed two percent of an investor’s adjusted gross income. In addition, Code Section 68 provides that itemized deductions otherwise allowable for a taxable year of an individual taxpayer will be reduced by the lesser of (i) 3% of the excess, if any, of adjusted gross income over a threshold amount adjusted annually for inflation, or (ii) 80% of the amount of itemized deductions otherwise allowable for that year. The applicable limitation is reduced by two-thirds for the taxable year beginning in 2009 and is reduced to zero for the taxable years beginning in 2010-2012. Under current law, the limitation will be fully reinstated for taxable year beginning in 2013. As a result, the investors holding Standard Certificates, directly or indirectly through a pass-through entity, may have aggregate taxable income in excess of the aggregate amount of cash received on the Standard Certificates with respect to interest at the pass-through rate on the Standard Certificates. In addition, the expenses are not deductible at all for purposes of computing the alternative minimum tax, and may cause the investors to be subject to significant additional tax liability. Moreover, where there is fixed retained yield with respect to the mortgage loans underlying a series of Standard Certificates or where the Servicing Fee is in excess of reasonable servicing compensation, the transaction will be subject to the application of the “stripped bond” and “stripped coupon” rules of the Code, as described below under “—Stripped Certificates” and “—Recharacterization of Servicing Fees,” respectively.

Tax Status

In the opinion of Cadwalader, Wickersham & Taft LLP, Standard Certificates will have the following status for federal income tax purposes:

1. A Standard Certificate owned by a “domestic building and loan association” within the meaning of Code Section 7701(a)(19) will be considered to represent “loans secured by an interest in real property” within the meaning of Code Section 7701(a)(19)(C)(v), provided that the real property securing the mortgage loans represented by that Standard Certificate is of the type described in that section of the Code.

2. A Standard Certificate owned by a real estate investment trust will be considered to represent “real estate assets” within the meaning of Code Section 856(c)(5)(B) to the extent that the assets of the related Trust Fund consist of qualified assets, and interest income on the assets will be considered “interest on obligations secured by mortgages on real property” to the extent within the meaning of Code Section 856(c)(3)(B).

3. A Standard Certificate owned by a REMIC will be considered to represent an “obligation . . . which is principally secured by an interest in real property” within the meaning of Code Section 860G(a)(3)(A) to the extent that the assets of the related Trust Fund consist of “qualified mortgages” within the meaning of Code Section 860G(a)(3).

Premium and Discount

Standard Certificateholders are advised to consult with their tax advisors as to the federal income tax treatment of premium and discount arising either upon initial acquisition of Standard Certificates or after acquisition.

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Premium. The treatment of premium incurred upon the purchase of a Standard Certificate will be determined generally as described above under “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Premium.”

Original Issue Discount. The original issue discount rules will be applicable to a Standard Certificateholder’s interest in those mortgage loans as to which the conditions for the application of those sections are met. Rules regarding periodic inclusion of original issue discount income are applicable to mortgages of corporations originated after May 27, 1969, mortgages of noncorporate mortgagors (other than individuals) originated after July 1, 1982, and mortgages of individuals originated after March 2, 1984. Under the OID Regulations, the original issue discount could arise by the charging of points by the originator of the mortgages in an amount greater than a statutory de minimis exception, including a payment of points currently deductible by the borrower under applicable Code provisions or, under certain circumstances, by the presence of “teaser rates” on the mortgage loans.

Original issue discount must generally be reported as ordinary gross income as it accrues under a constant interest method that takes into account the compounding of interest, in advance of the cash attributable to that income. It is anticipated that no prepayment assumption will be assumed for purposes of the accrual. However, Code Section 1272 provides for a reduction in the amount of original issue discount includible in the income of a holder of an obligation that acquires the obligation after its initial issuance at a price greater than the sum of the original issue price and the previously accrued original issue discount, less prior payments of principal. Accordingly, if the mortgage loans acquired by a Standard Certificateholder are purchased at a price equal to the then unpaid principal amount of the mortgage loans, no original issue discount attributable to the difference between the issue price and the original principal amount of the mortgage loans (i.e., points) will be includible by the holder.

Market Discount. Standard Certificateholders also will be subject to the market discount rules to the extent that the conditions for application of those sections are met. Market discount on the mortgage loans will be determined and will be reported as ordinary income generally in the manner described above under “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Market Discount,” except that the ratable accrual methods described in that section will not apply. Rather, the holder will accrue market discount pro rata over the life of the mortgage loans, unless the constant yield method is elected. It is anticipated that no prepayment assumption will be assumed for purposes of the accrual.

Recharacterization of Servicing Fees

If the Servicing Fee paid to the Master Servicer were deemed to exceed reasonable servicing compensation, the amount of the excess would represent neither income nor a deduction to Certificateholders. In this regard, there are no authoritative guidelines for federal income tax purposes as to either the maximum amount of servicing compensation that may be considered reasonable in the context of this or similar transactions or whether, in the case of the Standard Certificate, the reasonableness of servicing compensation should be determined on a weighted average or loan-by-loan basis. If a loan-by-loan basis is appropriate, the likelihood that the amount would exceed reasonable servicing compensation as to some of the mortgage loans would be increased. IRS guidance indicates that a servicing fee in excess of reasonable compensation (“excess servicing”) will cause the mortgage loans to be treated under the “stripped bond” rules. The guidance provides safe harbors for servicing deemed to be reasonable and requires taxpayers to demonstrate that the value of servicing fees in excess of the amounts is not greater than the value of the services provided.

Accordingly, if the IRS’s approach is upheld, a servicer who receives a servicing fee in excess of the amounts would be viewed as retaining an ownership interest in a portion of the interest payments on the mortgage loans. Under the rules of Code Section 1286, the separation of ownership of the right to receive some or all of the interest payments on an obligation from the right to receive some or all of the principal payments on the obligation would result in treatment of the mortgage loans as “stripped coupons” and “stripped bonds”. Subject to the de minimis rule discussed below under “—Stripped Certificates,” each stripped bond or stripped coupon could be considered for this purpose as a non-interest bearing

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obligation issued on the date of issue of the Standard Certificates, and the original issue discount rules of the Code would apply to the Stripped Certificateholder. While Standard Certificateholders would still be treated as owners of beneficial interests in a grantor trust for federal income tax purposes, the corpus of the trust could be viewed as excluding the portion of the mortgage loans the ownership of which is attributed to the Master Servicer, or as including such portion as a second class of equitable interest. Applicable Treasury regulations treat this arrangement as a fixed investment trust, since the multiple classes of trust interests should be treated as merely facilitating direct investments in the trust assets and the existence of multiple classes of ownership interests is incidental to that purpose. In general, this recharacterization should not have any significant effect upon the timing or amount of income reported by a Standard Certificateholder, except that the income reported by a cash method holder may be slightly accelerated. See “—Stripped Certificates” below for a further description of the federal income tax treatment of stripped bonds and stripped coupons.

Sale or Exchange of Standard Certificates

Upon sale or exchange of a Standard Certificate, a Standard Certificateholder will recognize gain or loss equal to the difference between the amount realized on the sale and its aggregate adjusted basis in the mortgage loans and the other assets represented by the Standard Certificate. In general, the aggregate adjusted basis will equal the Standard Certificateholder’s cost for the Standard Certificate, increased by the amount of any income previously reported with respect to the Standard Certificate and decreased by the amount of any losses previously reported with respect to the Standard Certificate and the amount of any distributions received on the Standard Certificate. Except as provided above with respect to market discount on any mortgage loans, and except for certain financial institutions subject to the provisions of Code Section 582(c), any gain or loss upon the sale or exchange of a Standard Certificate would be capital gain or loss if the Standard Certificate was held as a capital asset. However, gain on the sale of a Standard Certificate will be treated as ordinary income (i) if a Standard Certificate is held as part of a “conversion transaction” as defined in Code Section 1258(c), up to the amount of interest that would have accrued on the Standard Certificateholder’s net investment in the conversion transaction at 120% of the appropriate applicable Federal rate in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition of property that was held as a part of the transaction or (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 income rates. Long-term capital gains of certain non-corporate taxpayers generally are subject to a lower maximum tax rate than ordinary income or short-term capital gains of the 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.

Investors that recognize a loss on a sale or exchange of the Standard Certificates for federal income tax purposes in excess of certain threshold amounts should consult their tax advisors as to the need to file IRS Form 8886 (disclosing certain potential tax shelters) on their federal income tax returns.

Stripped Certificates

General

Pursuant to Code Section 1286, the separation of ownership of the right to receive some or all of the principal payments on an obligation from ownership of the right to receive some or all of the interest payments results in the creation of “stripped bonds” with respect to principal payments and “stripped coupons” with respect to interest payments. For purposes of this discussion, certificates that are subject to those rules will be referred to as “Stripped Certificates”.

The certificates will be subject to those rules if (i) the Depositor or any of its affiliates retains (for its own account or for purposes of resale), in the form of fixed retained yield or otherwise, an ownership interest in a portion of the payments on the mortgage loans, (ii) the Master Servicer is treated as having an ownership interest in the mortgage loans to the extent it is paid (or retains) servicing compensation in an amount greater than reasonable consideration for servicing the mortgage loans (see “—Standard

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Certificates—Recharacterization of Servicing Fees” above) and (iii) certificates are issued in two or more classes or subclasses representing the right to non-pro-rata percentages of the interest and principal payments on the mortgage loans.

In general, a holder of a Stripped Certificate will be considered to own “stripped bonds” with respect to its pro rata share of all or a portion of the principal payments on each mortgage loan and/or “stripped coupons” with respect to its pro rata share of all or a portion of the interest payments on each mortgage loan, including the Stripped Certificate’s allocable share of the servicing fees paid to the Master Servicer, to the extent that the fees represent reasonable compensation for services rendered. See discussion above under “—Standard Certificates—Recharacterization of Servicing Fees” above. Although not free from doubt, for purposes of reporting to Stripped Certificateholders, the servicing fees will be allocated to the Stripped Certificates in proportion to the respective entitlements to distributions of each class (or subclass) of Stripped Certificates for the related period or periods. The holder of a Stripped Certificate generally will be entitled to a deduction each year in respect of the servicing fees, as described above under “—Standard Certificates—General,” subject to the limitation described in that section.

Code Section 1286 treats a stripped bond or a stripped coupon as an obligation issued at an original issue discount on the date that the stripped interest is purchased. Although the treatment of Stripped Certificates for federal income tax purposes is not clear in certain respects at this time, particularly where the Stripped Certificates are issued with respect to a mortgage pool containing variable-rate mortgage loans, in the opinion of Cadwalader, Wickersham & Taft LLP (i) the Trust Fund will be treated as a grantor trust under subpart E, Part 1 of subchapter J of the Code and not as an association taxable as a corporation or a “taxable mortgage pool” within the meaning of Code Section 7701(i), and (ii) each Stripped Certificate should be treated as a single installment obligation for purposes of calculating original issue discount and gain or loss on disposition. This treatment is based on the interrelationship of Code Section 1286, Code Sections 1272 through 1275, and the OID Regulations. While under Code Section 1286 computations with respect to Stripped Certificates arguably should be made in one of the ways described below under “—Taxation of Stripped Certificates—Possible Alternative Characterizations,” the OID Regulations state, in general, that two or more debt instruments issued by a single issuer to a single investor in a single transaction should be treated as a single debt instrument for original issue discount purposes. The Agreement requires that the Trustee make and report all computations described below using this aggregate approach, unless substantial legal authority requires otherwise.

Furthermore, Treasury regulations provide for the treatment of a Stripped Certificate as a single debt instrument issued on the date it is purchased for purposes of calculating any original issue discount. In addition, under these regulations, a Stripped Certificate that represents a right to payments of both interest and principal may be viewed either as issued with original issue discount or market discount (as described below), at a de minimis original issue discount, or, presumably, at a premium. This treatment suggests that the interest component of a Stripped Certificate would be treated as qualified stated interest under the OID Regulations. Further, these final regulations provide that the purchaser of a Stripped Certificate will be required to account for any discount as market discount rather than original issue discount if either (i) the initial discount with respect to the Stripped Certificate was treated as zero under the de minimis rule, or (ii) no more than 100 basis points in excess of reasonable servicing is stripped off the related mortgage loans. Any market discount would be reportable as described under “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Market Discount,” without regard to the de minimis rule under the Treasury regulations, assuming that a prepayment assumption is employed in the computation.

Status of Stripped Certificates

No specific legal authority exists as to whether the character of the Stripped Certificates, for federal income tax purposes, will be the same as that of the mortgage loans. Although the issue is not free from doubt, in the opinion of Cadwalader, Wickersham & Taft LLP, Stripped Certificates owned by applicable holders should be considered to represent “real estate assets” within the meaning of Code Section 856(c)(5)(B), “obligation[s] principally secured by an interest in real property” within the meaning of Code Section 860G(a)(3)(A), and “loans secured by an interest in real property” within the meaning of Code

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Section 7701(a)(19)(C)(v), and interest (including original issue discount) income attributable to Stripped Certificates should be considered to represent “interest on obligations secured by mortgages on real property” within the meaning of Code Section 856(c)(3)(B), provided that in each case the mortgage loans and interest on the mortgage loans qualify for this treatment. The application of the Code provisions to buy-down mortgage loans is uncertain. See “—Standard Certificates—Tax Status” above.

Taxation of Stripped Certificates

Original Issue Discount. Except as described above under “—General,” each Stripped Certificate will be considered to have been issued at an original issue discount for federal income tax purposes. Original issue discount with respect to a Stripped Certificate must be included in ordinary income as it accrues, in accordance with a constant interest method that takes into account the compounding of interest, which may be prior to the receipt of the cash attributable to the income. Based in part on the OID Regulations and the amendments to the original issue discount sections of the Code made by the 1986 Act, the amount of original issue discount required to be included in the income of a holder of a Stripped Certificate (referred to in this discussion as a “Stripped Certificateholder”) in any taxable year likely will be computed generally as described above under “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Original Issue Discount” and “— Variable Rate Regular Certificates.” However, with the apparent exception of a Stripped Certificate issued with de minimis original issue discount as described above under “—General,” the issue price of a Stripped Certificate will be the purchase price paid by each Stripped Certificateholder, and the stated redemption price at maturity will include the aggregate amount of the payments to be made on the Stripped Certificate to the Stripped Certificateholder, presumably under the Prepayment Assumption.

If the mortgage loans prepay at a rate either faster or slower than that under the Prepayment Assumption, a Stripped Certificateholder’s recognition of original issue discount will be either accelerated or decelerated and the amount of the original issue discount will be either increased or decreased depending on the relative interests in principal and interest on each mortgage loan represented by the Stripped Certificateholder’s Stripped Certificate. While the matter is not free from doubt, the holder of a Stripped Certificate should be entitled in the year that it becomes certain (assuming no further prepayments) that the holder will not recover a portion of its adjusted basis in the Stripped Certificate to recognize an ordinary loss equal to the portion of unrecoverable basis.

As an alternative to the method described above, the fact that some or all of the interest payments with respect to the Stripped Certificates will not be made if the mortgage loans are prepaid could lead to the interpretation that the interest payments are “contingent” within the meaning of the OID Regulations. The OID Regulations, as they relate to the treatment of contingent interest, are by their terms not applicable to prepayable securities such as the Stripped Certificates. However, if final regulations dealing with contingent interest with respect to the Stripped Certificates apply the same principles as the OID Regulations, the regulations may lead to different timing of income inclusion that would be the case under the OID Regulations. Furthermore, application of the principles could lead to the characterization of gain on the sale of contingent interest Stripped Certificates as ordinary income. Investors should consult their tax advisors regarding the appropriate tax treatment of Stripped Certificates.

Sale or Exchange of Stripped Certificates. Sale or exchange of a Stripped Certificate prior to its maturity will result in gain or loss equal to the difference, if any, between the amount received and the Stripped Certificateholder’s adjusted basis in the Stripped Certificate, as described above under “—Federal Income Tax Consequences for REMIC Certificates—Sale, Exchange or Retirement of Regular Certificates.” To the extent that a subsequent purchaser’s purchase price is exceeded by the remaining payments on the Stripped Certificates, the subsequent purchaser will be required for federal income tax purposes to accrue and report the excess as if it were original issue discount in the manner described above. It is not clear for this purpose whether the assumed prepayment rate that is to be used in the case of a Stripped Certificateholder other than an original Stripped Certificateholder should be the Prepayment Assumption or a new rate based on the circumstances at the date of subsequent purchase.

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Investors that recognize a loss on a sale or exchange of the Stripped Certificates for federal income tax purposes in excess of certain threshold amounts should consult their tax advisors as to the need to file IRS Form 8886 (disclosing certain potential tax shelters) on their federal income tax returns.

Purchase of More Than One Class of Stripped Certificates. Where an investor purchases more than one class of Stripped Certificates, it is currently unclear whether for federal income tax purposes the classes of Stripped Certificates should be treated separately or aggregated for purposes of the rules described above.

Possible Alternative Characterizations. The characterizations of the Stripped Certificates discussed above are not the only possible interpretations of the applicable Code provisions. For example, the Stripped Certificateholder may be treated as the owner of (i) one installment obligation consisting of the Stripped Certificate’s pro rata share of the payments attributable to principal on each mortgage loan and a second installment obligation consisting of the Stripped Certificate’s pro rata share of the payments attributable to interest on each mortgage loan, (ii) as many stripped bonds or stripped coupons as there are scheduled payments of principal and/or interest on each mortgage loan or (iii) a separate installment obligation for each mortgage loan, representing the Stripped Certificate’s pro rata share of payments of principal and/or interest to be made with respect to the Stripped Certificate. Alternatively, the holder of one or more classes of Stripped Certificates may be treated as the owner of a pro rata fractional undivided interest in each mortgage loan to the extent that the Stripped Certificate, or classes of Stripped Certificates in the aggregate, represent the same pro rata portion of principal and interest on each mortgage loan, and a stripped bond or stripped coupon (as the case may be), treated as an installment obligation or contingent payment obligation, as to the remainder. Treasury regulations regarding original issue discount on stripped obligations make the foregoing interpretations less likely to be applicable. The preamble to these regulations states that they are premised on the assumption that an aggregation approach is appropriate for determining whether original issue discount on a stripped bond or stripped coupon is de minimis, and solicits comments on appropriate rules for aggregating stripped bonds and stripped coupons under Code Section 1286.

Because of these possible varying characterizations of Stripped Certificates and the resultant differing treatment of income recognition, Stripped Certificateholders are urged to consult their own tax advisors regarding the proper treatment of Stripped Certificates for federal income tax purposes.

Reporting Requirements and Backup Withholding

It is anticipated that, the Trustee will furnish, within a reasonable time after the end of each calendar year, to each Standard Certificateholder or Stripped Certificateholder at any time during the year, the information (prepared on the basis described above) as the Trustee deems to be necessary or desirable to enable the Certificateholders to prepare their federal income tax returns. The information will include the amount of original issue discount accrued on certificates held by persons other than Certificateholders exempted from the reporting requirements. The amounts required to be reported by the Trustee may not be equal to the proper amount of original issue discount required to be reported as taxable income by a Certificateholder, other than an original Certificateholder that purchased at the issue price. In particular, in the case of Stripped Certificates the reporting will be based upon a representative initial offering price of each class of Stripped Certificates or as otherwise provided in the prospectus supplement. It is anticipated that the Trustee will also file the original issue discount information with the IRS. If a Certificateholder fails to supply an accurate taxpayer identification number or if the Secretary of the Treasury determines that a Certificateholder has not reported all interest and dividend income required to be shown on his federal income tax return, backup withholding may be required in respect of any reportable payments, as described above under “—Federal Income Tax Consequences for REMIC Certificates—Backup Withholding” above.

The IRS has published final regulations establishing a reporting framework for interests in “widely held fixed investment trusts” and placing the responsibility for reporting on the person in the ownership chain who holds an interest for a beneficial owner. A widely-held fixed investment trust is defined as an arrangement classified as an “investment trust” under Treasury Regulations Section 301.7701-4(c), in

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which any interest is held by a middleman, which includes, but is not limited to (i) a custodian of a person’s account, (ii) a nominee and (iii) a broker holding an interest for a customer in street name.

Under these regulations, in connection with the Trust Fund, the trustee will be required to file IRS Form 1099 (or any successor form) with the IRS with respect to holders of the Standard Certificates or Stripped Certificates who are not “exempt recipients” (a term that includes corporations, trusts, securities dealers, middlemen and certain other non-individuals) and do not hold such certificates through a middleman, to report, in accordance with the provisions of the Agreement, the Trust Fund’s gross income and, in certain circumstances, unless the trustee reports under the safe harbor as described in the last sentence of this paragraph, if any Trust Fund assets were disposed of or the Standard Certificates or Stripped Certificates, as applicable, are sold in secondary market sales, the portion of the gross proceeds relating to the Trust Fund assets that are attributable to such Certificateholder. The same requirements would be imposed on middlemen holding such certificates on behalf of Certificateholders. Under certain circumstances, the trustee may report under the safe harbor for widely-held mortgage trusts, as such term is defined under Treasury Regulations Section 1.671-5.

These regulations also require that the trustee make available information regarding interest income and information necessary to compute any original issue discount to (i) exempt recipients (including middlemen) and non-calendar year taxpayers, upon request, in accordance with the requirements of the regulations and (ii) Certificateholders who do not hold their certificates through a middleman. The information must be provided to parties specified in clause (i) on or before the later of the 44th day after the close of the calendar year to which the request relates and 28 days after the receipt of the request. The information must be provided to parties specified in clause (ii) on or before March 15 of the calendar year for which the statement is being furnished.

Taxation of Certain Foreign Investors

To the extent that a certificate evidences ownership in mortgage loans that are issued on or before July 18, 1984, interest or original issue discount paid by the person required to withhold tax under Code Section 1441 or 1442 to nonresident aliens, foreign corporations, or other Non-U.S. Persons generally will be subject to 30% United States withholding tax, or the lower rate as may be provided for interest by an applicable tax treaty. Accrued original issue discount recognized by the Standard Certificateholder or Stripped Certificateholder on original issue discount recognized by the Standard Certificateholder or Stripped Certificateholders on the sale or exchange of the certificate also will be subject to federal income tax at the same rate.

Treasury regulations provide that interest or original issue discount paid by the Trustee or other withholding agent to a Non-U.S. Person evidencing ownership interest in mortgage loans issued after July 18, 1984 will be “portfolio interest” and will be treated in the manner, and the persons will be subject to the same certification requirements, described above under “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Certain Foreign Investors—Regular Certificates.”

STATE AND LOCAL TAX CONSIDERATIONS

In addition to the Federal income tax consequences described in “FEDERAL INCOME TAX CONSEQUENCES” in this 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 state tax consequences of an investment in the certificates.

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ERISA CONSIDERATIONS

Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 4975 of the Code impose certain restrictions on certain retirement plans and other employee benefit plans or arrangements, including individual retirement accounts and annuities, Keogh plans, collective investment funds, insurance company separate accounts and some insurance company general accounts in which such plans, accounts or arrangements are invested (collectively, “ERISA Plans”) and on persons who are “parties in interest” (as defined in Section 3(14) of ERISA) or “disqualified persons” (as defined in Section 4975(e)(2) of the Code) with respect to such ERISA Plans. Sections 401-414 of ERISA impose certain duties on persons who are fiduciaries (as defined in Section 3(21) of ERISA) of ERISA Plans. Section 406 of ERISA prohibits certain transactions between an ERISA Plan and fiduciaries and/or parties in interest with respect to such ERISA Plan and Section 4975 of the Code imposes a tax on certain prohibited transactions between an ERISA Plan and a disqualified person with respect to such Plan. Certain employee benefit plans, such as governmental plans (as defined in Section 3(32) of ERISA) and church plans (as defined in Section 3(33) of ERISA and, provided no election has been made under Section 410(d) of the Code), are not subject to the restrictions of ERISA or the Code. However, such plans (collectively, with ERISA Plans, “Plans”) may be subject to the provisions of applicable federal, state and local law (“Similar Law”) materially similar to the foregoing provisions of ERISA and the Code.

Investments by ERISA Plans and entities the assets of which are deemed to include plan assets are subject to ERISA’s general fiduciary requirements, including the requirement of investment prudence and diversification and the requirement that investments be made in accordance with the documents governing the ERISA Plan. Before investing in a certificate, an ERISA Plan fiduciary should consider, among other factors, whether to do so is appropriate in view of the overall investment policy and liquidity needs of the ERISA Plan. The fiduciary should especially consider the sensitivity of the investments to the rate of principal payments (including prepayments) on the mortgage loans, as discussed in the prospectus supplement related to a series.

Prohibited Transactions

Section 406 of ERISA and Section 4975 of the Code prohibit parties in interest and disqualified persons with respect to ERISA Plans and Code Plans from engaging in certain transactions involving the Plans and their assets unless a statutory or administrative exemption applies to the transaction. Section 4975 of the Code and Sections 502(i) and 502(l) of ERISA provide for the imposition of certain excise taxes and civil penalties on certain persons that engage or participate in the prohibited transactions. The Depositor, the Master Servicer, the Special Servicer, if any, the Trustee or certain affiliates of the Depositor, Master Servicer, Special Servicer or Trustee, might be considered or might become parties in interest or disqualified persons with respect to an ERISA Plan or a Code Plan. If so, the acquisition or holding of certificates by or on behalf of the Plan could be considered to give rise to a “prohibited transaction” within the meaning of ERISA and/or the Code unless an administrative exemption described below or some other exemption is available.

Special caution should be exercised before the assets of a Plan are used to purchase a certificate if, with respect to the assets, the Depositor, the Master Servicer, the Special Servicer, if any, the Trustee or an affiliate of the Depositor, Master Servicer, Special Servicer or Trustee, either: (a) has investment discretion with respect to the investment of the assets of the Plan; or (b) has authority or responsibility to give, or regularly gives investment advice with respect to the assets for a fee and pursuant to an agreement or understanding that the advice will serve as a primary basis for investment decisions with respect to the assets and that the advice will be based on the particular investment needs of the Plan.

Further, if the assets included in a Trust Fund were deemed to constitute “plan assets,” it is possible that an ERISA Plan’s investment in the certificates might be deemed to constitute a delegation, under ERISA, of the duty to manage plan assets by the fiduciary deciding to invest in the certificates, and certain transactions involved in the operation of the Trust Fund might be deemed to constitute prohibited transactions under ERISA and/or the Code.

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The U.S. Department of Labor (the “Department”) has issued regulations (the “Regulations”) concerning whether or not a Plan’s assets would be deemed to include an interest in the underlying assets of an entity (such as the Trust Fund) for purposes of the reporting and disclosure and general fiduciary responsibility provisions of ERISA, as well as for the prohibited transaction provisions of ERISA and the Code, if the Plan acquires an “equity interest” (such as a certificate) in the entity. The Pension Protection Act of 2006 adds a provision, Section 3(42) of ERISA, which modifies the Regulations in certain respects.

Certain exceptions are provided in the Regulations, through which an investing Plan’s assets would be deemed merely to include its interest in the certificates instead of being deemed to include an interest in the assets of the Trust Fund. However, it cannot be predicted in advance nor can we assure you whether the exceptions may be met, because of the factual nature of certain of the rules set forth in the Regulations. For example, one of the exceptions in the Regulations states 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 are defined as ERISA Plans, Code Plans, and entities whose underlying assets include plan assets by reason of an ERISA Plan’s or a Code Plan’s investment in any of those entities, but this exception is tested immediately after each acquisition of an equity interest in the entity whether upon initial issuance or in the secondary market.

Pursuant to the Regulations, if the assets of the Trust Fund were deemed to be plan assets by reason of an ERISA Plan’s or a Code Plan’s investment in any certificates, the plan assets would include an undivided interest in the mortgage loans, the mortgages underlying the mortgage loans and any other assets held in the Trust Fund. Therefore, because the mortgage loans and other assets held in the Trust Fund may be deemed to be the assets of each Plan that purchases certificates, in the absence of an exemption, the purchase, sale or holding of certificates of any series or class by a Plan might result in a prohibited transaction and the imposition of civil penalties or excise taxes. The Department has issued administrative exemptions from application of certain prohibited transaction restrictions of ERISA and the Code to several underwriters of mortgage-backed securities (each, an “Underwriter’s Exemption”). This Underwriter’s Exemption can only apply to mortgage-backed securities which, among other conditions, are sold in an offering with respect to which the underwriter serves as the sole or a managing underwriter, or as a selling or placement agent. If the Underwriter’s Exemption might be applicable to a series of certificates, the related prospectus supplement will refer to that possibility.

Unrelated Business Taxable Income — Residual Interests

The purchase of a certificate that is a Residual Certificate by any person, including any employee benefit plan that is exempt from federal income tax under Code Section 501(a), including most varieties of ERISA Plans, may give rise to “unrelated business taxable income” as described in Code Sections 511-515 and 860E. Further, prior to the purchase of an interest in a Residual Certificate, a prospective transferee may be required to provide an affidavit to a transferor that it is not, nor is it purchasing an interest in a Residual Certificate on behalf of, a “Disqualified Organization,” which term as defined above includes certain tax-exempt entities not subject to Code Section 511, such as certain governmental plans, as discussed above under “FEDERAL INCOME TAX CONSEQUENCES—Federal Income Tax Consequences for REMIC Certificates—Taxation of Residual Certificates.”

Due to the complexity of these rules and the penalties imposed upon Persons involved in prohibited transactions, it is particularly important that individuals responsible for investment decisions with respect to ERISA Plans and Code Plans consult with their counsel regarding the consequences under ERISA and/or the Code of their acquisition and ownership of certificates. Individuals responsible for investment decisions for Plans not subject to ERISA or the Code should consult with the counsel regarding the applicability of, and restrictions imposed by, Similar Law with respect to the acquisition and ownership of certificates.

The sale of certificates to a Plan is in no respect a representation by the Depositor or the applicable underwriter that this investment meets all relevant legal requirements with respect to

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investments by Plans generally or any particular Plan, or that this investment is appropriate for Plans generally or any particular Plan.

LEGAL INVESTMENT

If so specified in the prospectus supplement, certain classes of offered certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended (“SMMEA”). Generally, the only classes of certificates that will qualify as “mortgage related securities” will be those that (1) are rated in one of 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. Pursuant to Section 939(e) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC is required to establish creditworthiness standards in substitution for the current ratings test in SMMEA, effective July 21, 2012. Accordingly, depending on the standards established by the SEC, it is possible that certain classes of offered certificates offered and sold prior to July 21, 2012, and specified to be “mortgaged related securities” for purposes of SMMEA in the applicable prospectus supplement, may no longer qualify as such as of July 21, 2012, and that future classes of offered certificates may not qualify, either.

The appropriate characterization of the offered certificates under various legal investment restrictions, and thus the ability of investors subject to those restrictions to purchase those certificates, may be subject to significant interpretive uncertainties. Except as to the status of certain classes of certificates as “mortgage related securities,” no representations are made as to the proper characterization of the certificates for legal investment purposes, financial institution regulatory purposes, or other purposes, or as to the ability of particular investors to purchase any certificates under applicable legal investment restrictions. The uncertainties described above (and any unfavorable future determinations concerning legal investment or financial institution regulatory characteristics of the certificates) may adversely affect the liquidity and market value of the certificates. Further, any ratings downgrade of a class of certificates below an “investment grade” rating by an NRSRO may affect the ability of an investor to purchase or retain that class of 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 restrictions.

THE APPRAISAL REGULATIONS

Pursuant to Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (“FIRREA”), the Federal Reserve Board, the OCC, the FDIC and the OTS have adopted regulations (the “Appraisal Regulations”) applicable to bank holding companies, their non-bank subsidiaries and state-chartered banks that are members of the Federal Reserve System (12 C.F.R. §§ 225.61-225.67), national banks (12 C.F.R. §§ 34.41-34.47), state-chartered banks that are not members of the Federal Reserve System (12 C.F.R. Part 323), and savings associations (12 C.F.R. Part 564), respectively. The Appraisal Regulations, which are substantially similar, although not identical, for each agency, generally require the affected institutions and entities to obtain appraisals performed by state-certified or state-licensed appraisers (each, a “FIRREA Appraisal”) in connection with a wide range of real estate-related transactions, including the purchase of interests in loans secured by real estate in the form of mortgage-backed securities, unless an exemption applies. With respect to purchases of mortgage-backed securities such as the certificates offered in this prospectus, the Appraisal Regulations provide for an exemption from the requirement of obtaining new FIRREA Appraisals for the properties securing the underlying loans so long as at the time of origination each loan was the subject of either a FIRREA Appraisal, or, if a FIRREA Appraisal was not required, met the appraisal requirements of the appropriate regulator.

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We cannot assure you that each of the underlying mortgage loans in a mortgage pool will have been the subject of a FIRREA Appraisal or, if a FIRREA Appraisal was not required, an appraisal that conformed to the requirements of the appropriate regulator at origination. To the extent available, information will be provided in the prospectus supplement with respect to appraisals on the mortgage loans underlying each series of certificates. However, the information may not be available on every mortgage loan. Prospective investors that may be subject to the Appraisal Regulations are advised to consult with their legal advisors and/or the appropriate regulators with respect to the effect of the regulations on their ability to invest in a particular series of certificates.

PLAN OF DISTRIBUTION

The certificates offered by this prospectus and by means of the related prospectus supplements will be offered through one or more of the methods described below. The prospectus supplement with respect to each series of certificates will describe the method of offering of that series of certificates, including the initial public offering or purchase price of each class of offered certificates or the method by which the price will be determined and the net proceeds to the Depositor of the sale.

The offered certificates will be offered through the following methods from time to time and offerings may be made concurrently through more than one of these methods or an offering of a particular series of certificates may be made through a combination of two or more of these methods:

By negotiated firm commitment underwriting and public reoffering by underwriters specified in the applicable prospectus supplement;

By placements by the Depositor with investors through dealers; and

By direct placements by the Depositor with investors.

As more fully described in the prospectus supplement, if underwriters are used in a sale of any offered certificates, the 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 a fixed public offering price or at varying prices to be determined at the time of sale or at the time of commitment to sell. Firm commitment underwriting and public reoffering by underwriters may be done through underwriting syndicates or through one or more firms acting alone. The specific managing underwriter or underwriters, if any, with respect to the offer and sale of the offered certificates of a particular series will be set forth on the cover of the related prospectus supplement and the members of the underwriting syndicate, if any, will be named in the prospectus supplement. If so specified in the related prospectus supplement, the offered certificates will be distributed in a firm commitment underwriting, subject to the terms and conditions of the underwriting agreement, by Goldman, Sachs & Co., acting as underwriter with other underwriters, if any, named in the prospectus supplement. The Depositor is an affiliate of Goldman, Sachs & Co. and, as such, Goldman, Sachs & Co. will have a conflict of interest in underwriting any offered certificates. The prospectus supplement will describe any discounts and commissions to be allowed or paid by the Depositor to the underwriters, any other items constituting underwriting compensation and any discounts and commissions to be allowed or paid to the dealers. The obligations of the underwriters will be subject to certain conditions precedent. The underwriters with respect to a sale of any class of offered certificates will be obligated to purchase all the certificates if any are purchased. The Depositor and, if specified in the prospectus supplement, a selling Certificateholder will agree to indemnify the underwriters against certain civil liabilities, including liabilities under the Securities Act or will contribute to payments required to be made in respect of these liabilities.

In the ordinary course of business, Goldman, Sachs & Co., or its affiliates, and the Depositor may engage in various securities and financing transactions, including repurchase agreements to provide interim financing of the Depositor’s mortgage loans pending the sale of the mortgage loans or interests in those mortgage loans, including the certificates.

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If specified in the prospectus supplement relating to a series of certificates, a holder of one or more classes of offered certificates that is required to deliver a prospectus in connection with the offer and sale of the offered certificates may offer and sell, pursuant to this prospectus and a related prospectus supplement, the classes directly, through one or more underwriters to be designated at the time of the offering of the offered certificates or through dealers acting as agent and/or principal. The specific managing underwriter or underwriters, if any, with respect to any offer and sale of offered certificates by unaffiliated parties will be set forth on the cover of the prospectus supplement applicable to the certificates and the members of the underwriting syndicate, if any, will be named in the prospectus supplement, and the prospectus supplement will describe any discounts and commissions to be allowed or paid by the unaffiliated parties to the underwriters, any other items constituting underwriting compensation and any discounts and commissions to be allowed or paid to any dealers participating in the offering. Any offerings described in this paragraph may be restricted in the manner specified in such prospectus supplement. The 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 a selling Certificateholder’s offering of certificates may receive compensation in the form of underwriting discounts or commissions from the selling Certificateholder, and the dealers may receive commissions from the investors purchasing the offered certificates for whom they may act as agent (which discounts or commissions will not exceed those customary in those types of transactions involved). Any dealer that participates in the distribution of the certificates may be deemed to be an “underwriter” within the meaning of the Securities Act, and any commissions and discounts received by the dealer and any profit on the resale of the offered certificates by the dealer might be deemed to be underwriting discounts and commissions under the Securities Act.

If the offered certificates of a series are offered other than through underwriters, the related prospectus supplement will contain information regarding the nature of the offering and any agreements to be entered into between the Depositor and dealers and/or the Depositor and the purchasers of the offered certificates. Purchasers of offered certificates, including dealers, may, depending on the facts and circumstances of the 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 reoffer or sale.

The place and time of delivery for each series of certificates offered by means of this prospectus and the related prospectus supplement will be set forth in the prospectus supplement with respect to each series.

If specified in the prospectus supplement relating to certificates of a particular series offered by means of this prospectus, the Depositor, any affiliate of the Depositor or any other person or persons specified in the prospectus supplement may purchase some or all of the offered certificates from the underwriter or underwriters or any other person or persons specified in the prospectus supplement. The purchaser may from time to time offer and sell, pursuant to this prospectus and the related prospectus supplement, some or all of the offered certificates so purchased, directly, through one or more underwriters to be designated at the time of the offering of the certificates, through dealers acting as agent and/or principal or in any other manner as may be specified in the related prospectus supplement. The offering may be restricted in the manner specified in the prospectus supplement. The transactions may be effected at market prices prevailing at the time of sale, at negotiated prices or at fixed prices. Any underwriters and dealers participating in the purchaser’s offering of the offered certificates may receive compensation in the form of underwriting discounts or commissions from the purchaser and the dealers may receive commissions from the investors purchasing the offered certificates for whom they may act as agent (which discounts or commissions will not exceed those customary in those types of transactions involved). Any dealer that participates in the distribution of the offered certificates may be deemed to be an “underwriter” within the meaning of the Securities Act, and any commissions and discounts received by the dealer and any profit on the resale of the offered certificates by the dealer might be deemed to be underwriting discounts and commissions under the Securities Act.

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INCORPORATION OF CERTAIN INFORMATION

BY REFERENCE

The SEC allows us to incorporate by reference information that we file with the SEC, which allows us to disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus and the applicable prospectus supplement. Information that we file later with the SEC will automatically update the information in this prospectus and the applicable prospectus supplement. All documents (other than Annual Reports on Form 10-K) filed by us with respect to a trust fund referred to in the accompanying prospectus supplement and the related series of securities after the date of this prospectus and before the end of the related offering pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act are incorporated by reference in this prospectus and are a part of this prospectus from the date of their filing. In all cases, you should rely on the later information over different information included in this prospectus or the applicable prospectus supplement. As a recipient of this prospectus, you may request a copy of any document we incorporate by reference, except exhibits to the documents (unless the exhibits are specifically incorporated by reference), at no cost, by writing or calling the office of the Secretary, 200 West Street, New York, New York 10282 (phone: 212-902-1000).

This prospectus and the prospectus supplement for each series are parts of our registration statement. This prospectus does not contain, and the related prospectus supplement will not contain, all of the information in our registration statement. For further information, please see our registration statement and the accompanying exhibits which we have filed with the SEC. This prospectus and any prospectus supplement may summarize contracts and/or other documents. For further information, please see the copy of the contract or other document filed as an exhibit to the registration statement. You can obtain copies of the registration statement from the SEC upon payment of the prescribed charges, or you can examine the registration statement free of charge at the SEC’s offices. Reports and other information filed with the SEC, including annual reports on Form 10K, distribution reports on Form 10-D, current reports on Form 8-K can be inspected, read and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E. Washington, D.C. 20549. Copies of the material can be obtained from the Public Reference Section of the SEC at 100 F Street, N.E. Washington, D.C. 20549, at prescribed rates. You can obtain information on the operation of the Public Reference Section by calling 1-800-732-0330. 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. Copies of the Agreement pursuant to which a series of certificates is issued will be provided to each person to whom a prospectus and the related prospectus supplement are delivered, upon written or oral request directed to our offices at 200 West Street, New York, New York 10282 (phone: 1-866-471-2526), Attention: Prospectus Department.

If so specified in the related prospectus supplement, copies of all filings through the EDGAR system of the related issuing entity on Form 10-D, Form 10-K and Form 8-K will be made available on the applicable trustee’s or other identified party’s website.

LEGAL MATTERS

The validity of the certificates offered by this prospectus and certain federal income tax matters will be passed upon for the Depositor by Cadwalader, Wickersham & Taft LLP or by other counsel identified in the related prospectus supplement.

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RATINGS

Unless the offering of the certificates of a series may be made consistent with the eligibility requirements for use of the registration statement pursuant to which the offering is being made, it is a condition to the issuance of the certificates of each series offered by means of this prospectus and the related prospectus supplement that at least one NRSRO shall have rated the certificates in one of the four highest rating categories.

Ratings on mortgage-backed securities address the likelihood of receipt by securityholders of all distributions on the underlying mortgage loans or other assets. These ratings address the structural, legal and issuer-related aspects associated with such securities, the nature of the underlying mortgage loans or other assets and the credit quality of the guarantor, if any. Ratings on mortgage-backed securities do not represent any assessment of the likelihood of principal prepayments by mortgagors 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 certificates under certain scenarios might fail to recoup their underlying investments.

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. You should evaluate each security rating independently of any other security rating.

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INDEX OF DEFINED TERMS

		FIRREA Appraisal	104
1		Form 8-K	36

1986 Act	75	G

A		Garn-St Germain Act	66
		Goldman Originators	25
ADA	71	GSCMC	25
Advances	42	GSMC	24
Agreement	27
Appraisal Regulations	104	H
Assessment of Compliance	44
Attestation Report	44	Holders	30

B		I

Balloon Payments	50	Insurance Proceeds	31
Bankruptcy Code	54	IRS	74
beneficial owner	29
		L

C		Lender Liability Act	63
CERCLA	63	Letter of Credit Bank	47
Certificateholders	30	Letter of Credit Percentage	47
Closing Date	36
Code	72	M
Collection Account	30
Cut-Off Date	30	Master Servicer	39
		Master Servicer Remittance Date	32
D		Mortgage Loan File	37
		Mortgage Loan Schedule	36
Defective Mortgage Loans	38	Mortgaged Property	34
Department	103	Mortgages	34
Depositor	24
Depository	29	N
Disqualified Non-U.S. Person	87
Disqualified Organization	103	NRSRO	27
Distribution Account	30
Distribution Date	30	O

		OID Regulations	75
E		Operating Advisor	39
EDGAR	34
Environmental Condition	63	P
ERISA	102
ERISA Plans	102	Pass-Through Entity	86, 87
Event of Default	45	Permitted Investments	32
Exchange Act	27	Plans	102
		Prepayment Assumption	77
		Prepayment Premium	31
F		Property Protection Expenses	31
FDIA	20
Financial Intermediary	29
FIRREA	104

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R		SMMEA	104
		Special Servicer	39
Random Lot Certificates	76	Specially Serviced Mortgage Loans	39
Rating Agency	27	Standard Certificateholder	94
REA	6	Standard Certificates	94
Regular Certificateholder	75	Startup Day	73
Regular Certificates	72	Stripped Certificateholder	99
Regulations	103	Stripped Certificates	94, 97
Relief Act	67	Subordinate Certificates	46
REMIC	33	Substitute Mortgage Loans	38
REMIC Certificates	72
REMIC Pool	72	T
REMIC Regulations	72
REO Account	32	Title V	68
REO Property	31	Title VIII	69
Repurchase Price	37	Treasury	71
Residual Certificateholder	82	TRIPRA	71
Residual Certificates	72	Trust Fund	28
Responsible Party	37	Trustee	34

S		U

Secured-Creditor Exemption	63	U.S. Person	89
Securities Act	24	Underwriter’s Exemption	103
Senior Certificates	46
Servicing Fee	42	V
Similar Law	102
Simple Interest Loans	35	Voting Rights	46

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No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus and prospectus supplement. You must not rely on any unauthorized information or representations. This prospectus and prospectus supplement is an offer to sell only the certificates offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus and prospectus supplement is current only as of its date.			$1,221,651,000 (Approximate) GS Mortgage Securities Trust 2011-GC5 (as Issuing Entity) GS Mortgage Securities Corporation II (as Depositor) Commercial Mortgage Pass-Through Certificates, Series 2011-GC5 Class A-1 $ 90,398,000 Class A-2 $ 476,574,000 Class A-3 $ 86,430,000 Class A-4 $ 568,249,000 PROSPECTUS SUPPLEMENT Co-Lead Managers and Joint Bookrunners Goldman, Sachs & Co. Citigroup Co-Managers RBS Wells Fargo Securities September 22, 2011

TABLE OF CONTENTS

Prospectus Supplement
Certificate Summary		S-10
Summary of Prospectus Supplement		S-11
Risk Factors		S-41
Description of the Mortgage Pool		S-76
Transaction Parties		S-124
Description of the Offered Certificates		S-153
Yield, Prepayment and Maturity Considerations		S-175
The Pooling and Servicing Agreement		S-182
Use of Proceeds		S-226
Federal Income Tax Consequences		S-226
State Tax and Local Considerations		S-229
ERISA Considerations		S-229
Legal Investment		S-231
Certain Legal Aspects of the Mortgage Loans		S-231
Ratings		S-233
Plan of Distribution		S-234
Legal Matters		S-235
Index of Significant Definitions		S-236
Annex A –	Statistical Characteristics of the Mortgage Loans	A-1
Annex B –	Structural and Collateral Term Sheet	B-1
Annex C –	Mortgage Pool Information	C-1
Annex D –	Form of Distribution Date Statement	D-1
Annex E-1 –	Sponsor Representations and Warranties	E-1-1
Annex E-2 –	Exceptions to Sponsor Representations and Warranties	E-2-1
Annex F –	Selected Financial Information for American Eagle Outfitters, Inc.	F-1

Prospectus
Table of Contents		2
Summary of Prospectus		3
Risk Factors		4
The Prospectus Supplement		22
The Depositor		24
The Sponsor		24
Use of Proceeds		27
Description of the Certificates		27
The Mortgage Pools		34
Servicing of the Mortgage Loans		39
Credit Enhancement		46
Swap Agreement		48
Yield Considerations		49
Certain Legal Aspects of the Mortgage Loans		51
Federal Income Tax Consequences		72
State and Local Tax Considerations		101
ERISA Considerations		102
Legal Investment		104
The Appraisal Regulations		104
Plan of Distribution		105
Incorporation of Certain Information by Reference		107
Legal Matters		107
Ratings		108
Index of Defined Terms		109

Until 90 days after the date of this prospectus supplement, all dealers effecting transactions in the offered certificates, whether or not participating in this distribution, may be required to deliver a prospectus supplement and prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

	Aggregate Cut-off Date Balance		% of Initial Pool Balance
Largest Single Mortgage Loan	$	198,914,881		11.4	%
Largest 5 Mortgage Loans or Group of Cross-Collateralized Mortgage Loans	$	687,104,244		39.4	%
Largest 10 Mortgage Loans or Group of Cross-Collateralized Mortgage Loans	$	932,801,111		53.4	%
Largest Related-Borrower Concentration(1)	$	53,115,825		3.0	%
Next Largest Related-Borrower Concentration(1)	$	43,330,000		2.5	%

Year	Total Goldman Originator Fixed Rate Loans Originated (approximate)	Total Goldman Originator Fixed Rate Loans Securitized (approximate)
2010	$1.6 billion		$1.1 billion
2009	$440.0 million		$400.0 million
2008	$46.6 million		$773.0 million

Commercial and Multifamily Mortgage Loans	As of 12/31/2008		As of 12/31/2009		As of 12/31/2010		As of 6/30/2011
By Approximate Number:		43,720		41,703		39,125		39,613
By Approximate Aggregate Unpaid Principal Balance (in billions):		$491.4		$473.4		$451.09		$442.88

Period	Approximate Securitized Master-Serviced Portfolio (UPB)*		Approximate Outstanding Advances (P&I and PPA)*		Approximate Outstanding Advances as % of UPB
Calendar Year 2008	$	384,974,195,963	$	152,404,687		0.04	%
Calendar Year 2009	$	370,868,977,095	$	492,576,563		0.13	%
Calendar Year 2010	$	350,208,413,696	$	1,560,768,558		0.45	%
YTD Q2 2011	$	341,658,872,897	$	1,852,032,605		0.54	%

	Fitch	S&P
Primary Servicer:	CPS2+	Above Average
Master Servicer:	CMS2	Above Average

Classes of Offered Certificates	Initial Certificate Principal Amount(1)		Initial Pass-Through Rate(2)	Pass-Through Rate Description	Rated Final Distribution Date(3)
Class A-1	$	90,398,000	1.468%	Fixed	August 2044
Class A-2	$	476,574,000	2.999%	Fixed	August 2044
Class A-3	$	86,430,000	3.817%	Fixed	August 2044
Class A-4	$	568,249,000	3.707%	Fixed	August 2044

CERTIFICATE SUMMARY	S-10	Risks Relating to Enforceability of
SUMMARY OF PROSPECTUS		Cross-Collateralization	S-53
SUPPLEMENT	S-11	The Performance of a Mortgage Loan
RISK FACTORS	S-41	and Its Related Mortgaged Property
The Offered Certificates May Not Be A		Depends in Part on Who Controls the
Suitable Investment for You	S-41	Borrower and Mortgaged Property	S-54
The Offered Certificates Are Limited		The Borrower’s Form of Entity May
Obligations	S-41	Cause Special Risks	S-54
The Volatile Economy, Credit Crisis and		A Bankruptcy Proceeding May Result in
Downturn in the Real Estate Market		Losses and Delays in Realizing on the
Have Adversely Affected and May		Mortgage Loans	S-55
Continue To Adversely Affect the		Mortgage Loans Are Nonrecourse and
Value of CMBS	S-41	Are Not Insured or Guaranteed	S-56
External Factors May Adversely Affect		Adverse Environmental Conditions at or
the Value and Liquidity of Your		Near Mortgaged Properties May
Investment	S-42	Result in Losses	S-56
The Certificates May Have Limited		Risks Related to Redevelopment and
Liquidity and the Market Value of the		Renovation at Mortgaged Properties	S-56
Certificates May Decline	S-43	Risks Relating to Costs of Compliance
Limited Information Causes Uncertainty	S-44	with Applicable Laws and Regulations	S-57
Legal and Regulatory Provisions		Litigation Regarding the Mortgaged
Affecting Investors Could Adversely		Properties or Borrowers May Impair
Affect the Liquidity of the Offered		Your Distributions	S-57
Certificates	S-44	Other Financings or Ability To Incur
Your Yield May Be Affected by Defaults,		Other Financings Entails Risk	S-57
Prepayments and Other Factors	S-45	Risks of Anticipated Repayment Date
Nationally Recognized Statistical Rating		Loans	S-58
Organizations May Assign Different		Borrower May Be Unable To Repay
Ratings to the Certificates, and		Remaining Principal Balance on
Ratings of the Certificates Reflect		Maturity Date or Anticipated
Only the Views of the Applicable		Repayment Date	S-58
Rating Agencies as of the Dates Such		Risks Relating to Interest on Advances
Ratings Were Issued; Ratings May		and Special Servicing Compensation	S-59
Affect ERISA Eligibility; Ratings May		Increases in Real Estate Taxes May
Be Downgraded	S-48	Reduce Available Funds	S-60
Commercial, Multifamily and		Some Mortgaged Properties May Not
Manufactured Housing Community		Be Readily Convertible to Alternative
Lending Is Dependent on Net		Uses	S-60
Operating Income	S-49	Risks Related to Zoning Non-
Underwritten Net Cash Flow Could Be		Compliance and Use Restrictions	S-60
Based On Incorrect or Failed		Risks Relating to Inspections of
Assumptions	S-49	Properties	S-61
The Mortgage Loans Have Not Been		Availability of Earthquake, Flood and
Reunderwritten by Us	S-49	Other Insurance	S-61
Static Pool Data Would Not Be		Terrorism Insurance May Not Be
Indicative of the Performance of this		Available for All Mortgaged Properties	S-62
Pool	S-50	Risks Associated with Blanket Insurance
Appraisals May Not Reflect Current or		Policies or Self-Insurance	S-63
Future Market Value of Each Property	S-50	Risks Relating to a Bankruptcy of an
Performance of the Certificates Will Be		Originator, a Sponsor or the
Highly Dependent on the Performance		Depositor, or a Receivership or
of Tenants and Tenant Leases	S-50	Conservatorship of Goldman Sachs
Concentrations Based on Property		Bank USA	S-63
Type, Geography, Related Borrowers		Interests and Incentives of the
and Other Factors May		Originators, the Sponsors and Their
Disproportionately Increase Losses	S-52	Affiliates May Not Be Aligned With
		Your Interests	S-64

Interests and Incentives of the		Significant Obligors	S-119
Underwriter Entities May Not Be		Representations and Warranties	S-120
Aligned With Your Interests	S-65	Sale of Mortgage Loans; Mortgage File
Potential Conflicts of Interest of the		Delivery	S-120
Master Servicer and the Special		Cures, Repurchases and Substitutions	S-121
Servicer	S-66	Additional Information	S-124
Potential Conflicts of Interest of the		TRANSACTION PARTIES	S-124
Operating Advisor	S-67	The Sponsors	S-124
Potential Conflicts of Interest of the		The Depositor	S-126
Controlling Class Representative and		The Originators	S-127
Whole Loan Directing Holder	S-67	The Issuing Entity	S-132
Potential Conflicts of Interest in the		The Trustee	S-133
Selection of the Underlying Mortgage		The Certificate Administrator	S-135
Loans	S-68	The Operating Advisor	S-137
Conflicts of Interest May Occur as a		Servicers	S-139
Result of the Rights of Third Parties		Servicing Compensation, Operating
To Terminate the Special Servicer of		Advisor Compensation and Payment
the Whole Loan	S-69	of Expenses	S-144
Other Potential Conflicts of Interest May		Affiliates and Certain Relationships	S-152
Affect Your Investment	S-69	DESCRIPTION OF THE OFFERED
Special Servicer May Be Directed To		CERTIFICATES	S-153
Take Actions by an Entity That Has		General	S-153
No Duty or Liability to Other		Distributions	S-154
Certificateholders	S-69	Subordination	S-166
Your Lack of Control Over the Issuing		Appraisal Reductions	S-167
Entity and Servicing of the Mortgage		Voting Rights	S-169
Loans Can Create Risks	S-70	Delivery, Form, Transfer and
Rights of the Operating Advisor and the		Denomination	S-171
Controlling Class Representative		Certificateholder Communication	S-174
Could Adversely Affect Your		YIELD, PREPAYMENT AND MATURITY
Investment	S-71	CONSIDERATIONS	S-175
The Whole Loan Poses Special Risks	S-72	Yield	S-175
Sponsors May Not Be Able To Make		Weighted Average Life of the Offered
Required Repurchases or		Certificates	S-177
Substitutions of Defective Mortgage		Price/Yield Tables	S-180
Loans	S-73	THE POOLING AND SERVICING
Book-Entry Registration Will Mean You		AGREEMENT	S-182
Will Not Be Recognized as a Holder of		General	S-182
Record	S-73	Servicing of the Whole Loan	S-182
Tax Matters and Changes in Tax Law		Assignment of the Mortgage Loans	S-182
May Adversely Impact the Mortgage		Servicing of the Mortgage Loans	S-183
Loans or Your Investment	S-73	Advances	S-187
DESCRIPTION OF THE MORTGAGE POOL	S-76	Accounts	S-191
General	S-76	Application of Penalty Charges,
Certain Calculations and Definitions	S-77	Modification Fees and Assumption
Statistical Characteristics of the		Fees	S-192
Mortgage Loans	S-82	Withdrawals from the Collection Account	S-193
Environmental Considerations	S-92	Enforcement of “Due-On-Sale” and
Litigation Considerations	S-94	“Due-On-Encumbrance” Clauses	S-194
Redevelopment and Renovation	S-96	Inspections	S-195
Bankruptcy Issues	S-96	Evidence as to Compliance	S-195
Tenant Issues	S-97	Certain Matters Regarding the
Insurance Considerations	S-101	Depositor, the Master Servicer, the
Use Restrictions	S-102	Special Servicer and the Operating
Appraised Value	S-102	Advisor	S-196
Nonrecourse Carve-out Limitations	S-102	Events of Default	S-198
Certain Terms of the Mortgage Loans	S-103	Rights Upon Event of Default	S-199
The Whole Loan	S-113	Waivers of Events of Default	S-200
Shari’ah Compliant Lending Structure	S-119	Termination of the Special Servicer	S-200

Class of Certificates	Initial Certificate Principal or Notional Amount(1)	Approximate Credit Support	Initial Pass-Through Rate(2)	Pass-Through Rate Description	Expected Weighted Avg. Life (yrs.)(10)	Expected Principal Window(10)
Offered Certificates
Class A-1	$90,398,000	30.000%(11)	1.468%	Fixed	2.30	11/11 – 03/16
Class A-2	$476,574,000	30.000%(11)	2.999%	Fixed	4.68	03/16 – 08/16
Class A-3	$86,430,000	30.000%(11)	3.817%	Fixed	7.21	08/16 – 03/21
Class A-4	$568,249,000	30.000%(11)	3.707%	Fixed	9.55	03/21 – 06/21
Non-Offered Certificates
Class X-A	$1,402,717,000(4)	N/A	1.952%	Variable IO(5)	N/A	N/A
Class X-B	$342,498,806(4)	N/A	0.211%	Variable IO(5)	N/A	N/A
Class A-S	$181,066,000	19.625%	5.209%	Fixed(6)	9.70	06/21 – 07/21
Class B	$95,987,000	14.125%	5.475%	Variable(7)	9.74	07/21 – 07/21
Class C	$69,808,000	10.125%	5.475%	Variable(7)	9.74	07/21 – 07/21
Class D	$74,172,000	5.875%	5.475%	Variable(7)	9.74	07/21 – 07/21
Class E	$28,360,000	4.250%	5.475%	Variable(7)	9.74	07/21 – 07/21
Class F	$23,996,000	2.875%	4.500%	Fixed(6)	9.75	07/21 – 08/21
Class G	$50,175,806	0.000%	4.500%	Fixed(6)	9.83	08/21 – 08/21
Class S(8)	N/A	N/A	N/A	N/A	N/A	N/A
Class R(9)	N/A	N/A	N/A	N/A	N/A	N/A

Originator	Sponsor	Number of Mortgage Loans		% of Initial Loan Pool Balance
Goldman Sachs Commercial Mortgage Capital, L.P.	Goldman Sachs Mortgage Company		24		46.8	%
Goldman Sachs Lending Partners LLC	Goldman Sachs Mortgage Company		2		7.9
Goldman Sachs Mortgage Company	Goldman Sachs Mortgage Company		2		3.9
Citigroup Global Markets Realty Corp.	Citigroup Global Markets Realty Corp.		41		37.9
RAIT Partnership, L.P.	Citigroup Global Markets Realty Corp.		5		3.5
			74		100.0	%

Class A-1	March 2016
Class A-2	August 2016
Class A-3	March 2021
Class A-4	June 2021

Mortgage Loan Name		Mortgage Loan Cut-off Date Balance				Mortgage Loan as a % of Initial Loan Pool Balance				Companion Loan Cut-off Date Balance				Cut-off Date Whole Loan Balance
Copper Beech Portfolio		$	119,502,551				6.8	%		$	9,958,546			$	129,461,097

Due Date		Default Grace Period Days		Number of Mortgage Loans		% of Initial Pool Balance
	6		0		69		96.5	%
	1		5		5		3.5	%

	All Mortgage Loans
Initial Pool Balance(1)	$1,745,215,807
Number of Mortgage Loans	74
Number of Mortgaged Properties	129
Average Cut-off Date Mortgage Loan Balance	$23,583,997
Weighted Average Mortgage Loan Rate(2)	5.3833%
Range of Mortgage Loan Rates(2)	4.1875% - 6.9500%
Weighted Average Cut-off Date Loan-to-Value Ratio(2)(3)	61.5%
Weighted Average Maturity Date Loan-to-Value Ratio(2)(3)(4)	53.4%
Weighted Average Cut-off Date Remaining Term to Maturity (months)(4)	99
Weighted Average Cut-off Date DSCR(2)(3)	1.71x
Full-Term Amortizing Balloon Mortgage Loans	75.2%
Interest-Only Balloon Mortgage Loans(5)	20.9%
Partial Interest-Only Balloon Mortgage Loans	3.8%

Open Periods (Payments)	Number of Mortgage Loans			% of Initial Pool Balance
1		1			0.8	%
3		31			35.0
4		36	(1)		53.3
5		2			5.7
6		3			3.1
7		1			2.2
Total		74			100.0	%

Property Type	Number of Mortgaged Properties		Aggregate Cut-off Date Balance		% of Initial Pool Balance
Retail		59	$	933,326,778		53.5	%
Office		16		257,384,135		14.7
Multifamily		16		236,337,908		13.5
Hospitality		11		232,458,037		13.3
Manufactured Housing Community		6		28,620,326		1.6
Industrial		15		27,946,000		1.6
Self Storage		3		11,993,668		0.7
Mixed Use(2)		1		9,412,855		0.5
Ground Leased Land		2		7,736,100		0.4
Total		129	$	1,745,215,807		100.0	%

Class A-1	1.468	%
Class A-2	2.999	%
Class A-3	3.817	%
Class A-4	3.707	%

Mortgage Loan Name	Maturity Date LTV Ratio (Stabilized)			“As Stabilized” Appraised Value		Maturity Date LTV Ratio (As-Is)			“As-Is” Appraised Value
Hyatt Regency Boston		49.5	%	$	177,000,000		58.0	%	$	151,000,000
Ashland Town Center		49.3	%	$	70,000,000		52.3	%	$	66,000,000
Courtyard and Residence Inn - Franklin		62.3	%	$	42,900,000		64.1	%	$	41,700,000
Hilton Suites Lexington Green		56.9	%	$	25,600,000		69.3	%	$	21,000,000
Holiday Inn Express Anchorage		46.9	%	$	22,700,000		53.2	%	$	20,000,000
Courtyard and Residence Inn – Southaven		56.8	%	$	20,300,000		61.0	%	$	18,900,000
Southpark Office Building		50.0	%	$	26,000,000		52.6	%	$	24,700,000
Embassy Suites - Tempe		38.3	%	$	26,500,000		52.0	%	$	19,500,000
Hampton Inn - Colorado Springs South		58.7	%	$	12,300,000		60.7	%	$	11,900,000

Loan Name	Cut-off Date Principal Balance		% of Initial Pool Balance
Courtyard and Residence Inn - Franklin	$	31,220,954		1.8	%
Courtyard and Residence Inn - Southaven		13,466,094		0.8
Hampton Inn – Colorado Springs South		8,428,777		0.5
Total	$	53,115,825		3.0	%

ARC Portfolio III	$	14,780,000		0.8	%
ATD		13,800,000		0.8
ARCT Wal-Mart & Sam’s Portfolio		11,500,000		0.7
Foot Locker - Brooklyn, NY		3,250,000		0.2
Total	$	43,330,000		2.5	%

Lehigh Valley Portfolio - Group 4	$	23,110,000		1.3	%
Lehigh Valley Portfolio - Group 2		17,000,000		1.0
Total	$	40,110,000		2.3	%

Lake Buena Vista Factory Stores Phase I	$	27,940,467		1.6	%
Lake Buena Vista Factory Stores Phase II		7,499,862		0.4
Total	$	35,440,329		2.0	%

Copper Mill Apartments	$	7,350,000		0.4	%
Cumberland Apartments		6,900,000		0.4
Crestmont Apartments		6,750,000		0.4
Heritage Trace Apartments		5,500,000		0.3
Total	$	26,500,000		1.5	%

Grand Total	$	198,496,154		11.4	%

State	Number of Mortgaged Properties		Aggregate Cut-off Date Balance		% of Initial Pool Balance
New York		10	$	332,226,041		19.0	%
Texas		15	$	221,072,512		12.7	%
Arizona		4	$	213,230,050		12.2	%
California		4	$	136,622,915		7.8	%
Massachusetts		1	$	94,683,253		5.4	%

Mortgage Loan Name		Mortgage Loan Cut-off Date Balance				Companion Loan Cut-off Date Balance				Cut-off Date Whole Loan Balance				Companion Loan Rate				Cut-off Date Mortgage Loan LTV				Cut-off Date Whole Loan LTV				Mortgage Loan DSCR				Whole Loan DSCR
Copper Beech Portfolio		$	119,502,551			$	9,958,546			$	129,461,097				5.45000	%			68.3	%			74.0	%			1.48	x			1.37	x

Mortgage Loan Name	Mortgage Loan Cut-off Date Balance		% of Initial Pool Balance			Initial Principal Amount of Mezzanine Debt		Interest Rate on Mezzanine Loan			Maturity Date of Mezzanine Loan
Prentiss Creek Apartments	$	34,331,868		2.0	%	$	5,000,000		4.1100	%	May 1, 2021
Red Lion Hotel – Seattle, WA	$	31,866,096		1.8	%	$	10,300,000		11.0000	%	July 6, 2016

Mortgage Loan Name	Mortgage Loan Cut-off Date Balance		Combined Maximum LTV Ratio			Combined Minimum DSCR
Park Place Mall	$	198,914,881		70	%		1.54	x
1551 Broadway	$	180,000,000		65	%		1.25	x
1117 Perimeter Center West(1)	$	25,046,653		80	%		1.10	x
Houston Design Center(2)	$	14,911,998		67	%		1.45	x
Albuquerque Hilton Garden Inn(3)	$	12,516,586		70	%		1.60	x
Winterhaven Square	$	4,485,768		80	%		N/A	(4)

Due Date	Default Grace Period Days	Number of Mortgage Loans	% of Initial Loan Pool Balance
6	0	69	96.5%
1	5	5	3.5%

Mortgage Loan Name		Mortgage Loan Cut-off Date Principal Balance				Companion Loan Cut-off Date Balance				Cut-off Date Whole Loan Balance				Companion Loan Rate				Cut-off Date Mortgage Loan LTV				Cut-off Date Whole Loan LTV				Mortgage Loan DSCR				Whole Loan DSCR
Copper Beech Portfolio			$119,502,551				$9,958,546				$129,461,097				5.45000	%			68.3	%			74.0	%			1.48	x			1.37	x

Year	Total Goldman Originator Floating Rate Loans Originated (approximate)		Total Goldman Originator Floating Rate Loans Securitized (approximate)
2010		$0		$0
2009		$0		$0
2008		$2.1 billion		$0

CMBS Pools	As of 12/31/2008		As of 12/31/2009		As of 12/31/2010		As of 6/30/2011
By Approximate Number		19		19		19		20
Named Specially Serviced Portfolio By Approximate Aggregate Unpaid Principal Balance(1)		$27,500,000,000		$26,500,000,000		$24,900,000,000		$25,100,000,000
Actively Specially Serviced Portfolio By Approximate Number of Loans(2)		35		160		173		184
Actively Specially Serviced Portfolio By Approximate Aggregate Unpaid Principal Balance(2)		$555,000,000		$2,440,000,000		$2,950,000,000		$3,400,000,000

Type/Recipient	Amount		Frequency	Source of Funds

Servicing Fee and Sub-Servicing Fee / Master Servicer	accrue on the related Stated Principal Balance at a rate, which together with the Certificate Administrator Fee Rate, the Trustee Fee Rate and the Operating Advisor Fee Rate, is equal to the per annum rate set forth on Annex A to this prospectus supplement as the Administrative Fee Rate with respect to such Mortgage Loan (calculated on the same basis as interest is calculated on the related Mortgage Loan and prorated for partial periods)		monthly	interest collections

Additional Servicing Compensation / Master Servicer	–	a specified percentage of Excess Modification Fees, Excess Penalty Charges, Consent Fees, Ancillary Fees and Excess Assumption Fees with respect to each Mortgage Loan	from time to time	the related fee/ investment income

	–	100% of assumption application fees on non-Specially Serviced Mortgage Loans and any fee actually paid by a borrower in connection with the defeasance of a Mortgage Loan (or Whole Loan, if applicable)	from time to time

	–	in the case of the Mortgage Loan identified as AppleTree Business Park on Annex A to this prospectus supplement, 50% of any extension fee actually paid by the borrower in connection with the borrower’s option to exercise the related Anticipated Repayment Date option pursuant to the related Mortgage Loan documents	upon receipt of such extension fee


	–	all investment income earned on amounts on deposit in the collection account and certain reserve accounts	monthly

Special Servicing Fee/ Special Servicer	accrue at a rate equal to (a) 0.25% per annum or (b) if such rate in clause (a) would result in a Special Servicing Fee with respect to a Specially Serviced Mortgage Loan that would be less than $2,000 in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Mortgage Loan will be the higher per annum rate as would result in a Special Servicing Fee equal to $2,000 for such month with respect to such Specially Serviced Mortgage Loans (in each case, calculated on the Stated Principal Balance and same basis as interest is calculated on the related Specially Serviced Mortgage Loan and prorated for partial periods)		monthly	general collections

Work-out Fee / Special Servicer	(a) 1.0% of each collection of principal and interest on each Corrected Mortgage Loan with respect to any Mortgage Loan (or Whole Loan, if applicable), or (b) if such rate in clause (a) would result in a Workout Fee that would be less than $25,000 when applied to each expected payment of principal and interest on such Mortgage Loan (or Whole Loan, if applicable) from the date such Mortgage Loan (or Whole Loan, if applicable) becomes a Corrected Mortgage Loan through and including the related maturity date, then the Workout Fee Rate will be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000 when applied to each expected payment of principal and		monthly	the related collections of principal and interest


	–	all investment income received on funds in any REO Account	from time to time

Certificate Administrator Fee / Certificate Administrator	accrues at a per annum rate equal to 0.00063% which, together with the Servicing Fee Rate, the Trustee Fee Rate and the Operating Advisor Fee Rate, is equal to the Administrative Fee Rate with respect to each Mortgage Loan and the Stated Principal Balance of the Mortgage Loans (calculated on the same basis as interest is calculated on the related Mortgage Loan and prorated for partial periods)		monthly	general collections

Trustee Fee / Trustee	accrues at a per annum rate equal to 0.00017% which, together with the Servicing Fee Rate, the Certificate Administrator Fee Rate and the Operating Advisor Fee Rate, is equal to the Administrative Fee Rate with respect to each Mortgage Loan and the Stated Principal Balance of the Mortgage Loans (calculated on the basis of 30 days in a month assuming a 360-day year and prorated for any partial periods)		monthly	general collections

Operating Advisor Fee / Operating Advisor	accrue at a per annum rate equal to 0.001975% which, together with the Servicing Fee Rate, the Certificate Administrator Fee Rate and the Trustee Fee Rate, is equal to the Administrative Fee Rate with respect to each Mortgage Loan and the Stated Principal Balance of the Mortgage Loans (calculated on the basis of 30 days in a month assuming a 360-day year and prorated for any partial periods)		monthly	general collections

Class	Initial Certificate Principal Amount or Notional Amount
Class A-1	$	90,398,000
Class A-2	$	476,574,000
Class A-3	$	86,430,000
Class A-4	$	568,249,000
Class X-A	$	1,402,717,000
Class X-B	$	342,498,806
Class A-S	$	181,066,000
Class B	$	95,987,000
Class C	$	69,808,000
Class D	$	74,172,000
Class E	$	28,360,000
Class F	$	23,996,000
Class G	$	50,175,806

	Prepayment Assumption (CPR)
Distribution Date	0% CPR			25% CPR			50% CPR			75% CPR			100% CPR
Closing Date		100	%		100	%		100	%		100	%		100	%
October 10, 2012		80	%		80	%		80	%		80	%		80	%
October 10, 2013		58	%		58	%		58	%		58	%		58	%
October 10, 2014		34	%		34	%		34	%		34	%		34	%
October 10, 2015		8	%		8	%		8	%		8	%		8	%
October 10, 2016 and thereafter		0	%		0	%		0	%		0	%		0	%
Weighted Average Life (in years)		2.30			2.30			2.30			2.30			2.30
First Principal Payment Date	Nov 2011			Nov 2011			Nov 2011			Nov 2011			Nov 2011
Last Principal Payment Date	Mar 2016			Feb 2016			Jan 2016			Jan 2016			Dec 2015

	0% CPR During Lockout, Defeasance, Yield Maintenance and Fixed Prepayment Premiums — otherwise at indicated CPR
Assumed Price (32nds)	0% CPR			25% CPR			50% CPR			75% CPR			100% CPR
95-00		3.776	%		3.777	%		3.778	%		3.779	%		3.781	%
96-00		3.297	%		3.298	%		3.299	%		3.299	%		3.301	%
97-00		2.826	%		2.827	%		2.827	%		2.828	%		2.829	%
98-00		2.362	%		2.363	%		2.363	%		2.363	%		2.364	%
99-00		1.906	%		1.906	%		1.906	%		1.906	%		1.907	%
100-00		1.456	%		1.456	%		1.456	%		1.456	%		1.456	%
101-00		1.013	%		1.013	%		1.013	%		1.013	%		1.012	%
102-00		0.577	%		0.577	%		0.576	%		0.576	%		0.575	%
103-00		0.148	%		0.147	%		0.146	%		0.146	%		0.145	%
104-00		-0.276	%		-0.277	%		-0.278	%		-0.278	%		-0.280	%
105-00		-0.693	%		-0.695	%		-0.695	%		-0.696	%		-0.698	%